UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934. For the quarterly period ended September 30, 1996

[    ] Transition Report pursuant to 13 or 15(d) of the Securities  Exchange Act
     of 1934 For the transition period from to

Commission File Number 33-55254-33

                            CLAIRE TECHNOLOGIES, INC.
             (Exact name of Registrant as specified in its charter)

          Nevada                                   87-0467224
(State or other jurisdiction of         (IRS Employer Identification No.)
         incorporation)

7373 North Scottsdale Road, Suite B-150
         Scottsdale, Arizona                                    85253
(Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:   (602) 483-8700

Indicate  by a 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 [X] Yes [ ] No

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

           Class                           Outstanding as of October 17, 1996
------------------------------------      -----------------------------------
$.001 par value Class A Common Stock               8,539,500 Shares

                                        1

<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

BASIS OF PRESENTATION

General

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance  with the  instructions  to Form  10-QSB  pursuant  to the  rules and
regulations of the Securities and Exchange  Commission  and,  therefore,  do not
include all information and footnotes  necessary for a complete  presentation of
the financial  position,  results of operations,  cash flows, and  stockholders'
equity in conformity  with  generally  accepted  accounting  principles.  In the
opinion  of  management,   all  adjustments  considered  necessary  for  a  fair
presentation  of the results of  operations  and  financial  position  have been
included and all such adjustments are of a normal recurring nature.

     Operating  results for the nine  months  ended  September  30, 1996 are not
necessarily  indicative  of the results that can be expected for the year ending
December 31, 1996.

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

LIQUIDITY AND CAPITAL RESOURCES

     As of September  30, 1996,  the Company had $4,446 cash in the bank.  There
can be no  assurance  that  the  Company  will be able  to  meet  its  financial
obligations.  During the quarter ended September 30, 1996, the Company  invested
no additional money in Hyperflow Technologies, Inc., a Nevada corporation (total
$1,259,000 invested to date). The Company owns approximately 70.5% of Hyperflow.
The  investment is recorded under the equity method because the Company does not
control the  operations  of Hyperflow.  During the quarter  ended  September 30,
1996, the Company loaned $118,000 to Hyperflow.

     Hyperflow  is  a  development   stage   Company   engaged  in  the  design,
engineering,  manufacturing,  and  sales  of  etching,  stripping,  aqueous  and
semi-aqueous   precision   cleaning   systems  for  computer,   electronic   and
semi-conductor  industries.  Hyperflow has not generated significant income, and
lost $246,000 in the quarter ($645,000 for the nine months).



                                        2

<PAGE>



RESULTS OF OPERATIONS

     The Company has not had  operations  that have  generated  income since its
inception.  Its only receipts have been from the sale of its common stock, which
have been  used to pay  expenses  and  acquire a 70.5%  interest  in  Hyperflow.
Further,  there has been a limited trading market for the Company's common stock
since its inception to the date of this report.

     During the nine months ended  September  30, 1996,  management  fees in the
amount of $306,000 were paid or accrued  ($168,800 is shown in accounts  payable
at  September  30,  1996).  The  Company's  President  received  $90,000 and the
Company's  Secretary received $90,000,  including accrued amounts of $61,000 and
$30,000 respectively. $47,000 was paid or accrued to an entity controlled by the
Company's  Secretary  for  rent and  other  administrative  services,  including
$36,000 accrued at September 30, 1996.

     Net loss  for the  three  months  ended  September  30,  1996 was  $329,985
compared with net loss of $260,100 for the same period in 1995.  The main reason
for the increase is due to the large  amount of interest and loss on  investment
expenses that were not present in 1995.

     General and  administrative  expenses for the three months ended  September
30, 1996 were $129,626 compared with $260,100 for the same period in 1995.

     Depreciation and amortization  expense for the three months ended September
30, 1996 was $23,278 compared with $0 for the same period in 1995.

     Interest  expense for the three months ended  September 30, 1996 was $3,356
compared  with $0 for the same  period in 1995.  Interest  expense was paid on a
bridge loan and other short-term debt.

     Net  loss for the nine  months  ended  September  30,  1996 was  $1,092,918
compared with a net loss of $442,167 for the same period in 1995.

     General and administrative expenses for the nine months ended September 30,
1996 were  $497,512  compared  with  $442,167  for the same  period in 1995,  an
increase of 12%.

     Depreciation and  amortization  expense for the nine months ended September
30, 1996 was $43,773 compared with $0 for the same period in 1995.

     Interest  expense for the nine months ended  September 30, 1996 was $96,908
compared with $0 for the same period in 1995.

     Loss from  investment,  which represents the Company's share of Hyperflow's
net loss was $173,725 for the three months ended September 30, 1996 and $454,725
for the nine months ended September 30, 1996.


                                        3

<PAGE>



                                            PART II - OTHER INFORMATION

Item 6.
     Exhibits and Reports on Form 8-K

     (a)      Exhibits                                                    Page
              99.1 Financial Statements as of September 30, 1996.          F-1
              Financial Data Schedule

     (b)      Reports on Form 8-K
              None.



                                        4

<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.


                                     CLAIRE TECHNOLOGIES, INC.
                                     (Registrant)



DATED:  November 15, 1996             /s/ Logan B. Anderson
       ---------------------         ----------------------
                                     Logan B. Anderson, Secretary/Treasurer



                                        5

<PAGE>



                            CLAIRE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                       September 30,
                                                                           1996
ASSETS
     CURRENT ASSETS
<S>                                                               <C>
         Cash in bank                                             $                4,446
                                                                  ----------------------

                                      TOTAL CURRENT ASSETS                         4,446

     EQUIPMENT                                                                    18,626

     OTHER ASSETS
         Investment                                                               88,460
         Loan receivable - Hyperflow                                             118,000
         Goodwill                                                                398,220
                                                                  ----------------------
                                                                                 604,680
                                                                  ----------------------

                                                                  $              627,752
                                                                  ======================

LIABILITIES & EQUITY
     CURRENT LIABILITIES
         Accounts payable                                         $              180,314
         Bridge loan                                                              14,999
         Loans payable - related parties                                         231,750
         Accrued interest payable                                                 18,300
                                                                  ----------------------

                                 TOTAL CURRENT LIABILITIES                       445,363

     STOCKHOLDERS' EQUITY Common Stock $.001 par value:
              Authorized - 50,000,000 shares
              Issued and outstanding
               8,539,500 shares                                                    8,540
         Additional paid-in capital                                            2,260,710
         Deficit accumulated during the
              development stage                                               (2,086,861)
                                                                  ---------------------- 
                                TOTAL STOCKHOLDERS' EQUITY                       182,389
                                                                  ----------------------

                                                                  $              627,752
                                                                  ======================

</TABLE>

                                       F-1

<PAGE>



                            CLAIRE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                      5/3/88
                                         Three months ended              Nine months ended           (Date of
                                            September 30,                  September 30,            inception)
                                        1996            1995           1996           1995          to 9/30/96
                                    -------------  -------------  --------------  -------------  -------------
<S>                                 <C>            <C>            <C>             <C>            <C>
Net Sales                           $           0  $           0  $            0  $           0  $             0
Cost of sales                                   0              0               0              0                0
                                    -------------  -------------  --------------  -------------  ---------------

                     GROSS PROFIT               0              0               0              0                0

General and Administrative
   expenses                               129,626        260,100         497,512        442,167        1,205,420
Depreciation and amortization              23,278              0          43,773              0           56,666
Interest expense                            3,356              0          96,908              0          102,750
Bad debts                                       0              0               0              0            2,300
                                    -------------  -------------  --------------  -------------  ---------------
                                          156,260        260,100         638,193        442,167       (1,367,136)
                                    -------------  -------------  --------------  -------------  ---------------

            NET LOSS BEFORE OTHER        (156,260)      (260,100)       (638,193)      (442,167)      (1,367,136)

OTHER EXPENSE
   Loss on investment                    (173,725)             0        (454,725)             0         (719,725)
                                    -------------  -------------  --------------  -------------  ---------------

                  NET LOSS BEFORE
                     INCOME TAXES        (329,985)      (260,100)     (1,092,918)      (442,167)      (2,086,861)

INCOME TAXES                                    0              0               0              0                0
                                    -------------  -------------  --------------  -------------  ---------------

                         NET LOSS   $    (329,985) $    (260,100) $   (1,092,918) $    (442,167) $    (2,086,861)
                                    =============  =============  ==============  =============  ===============

Net income (loss) per weighted
   average share - operations       $        (.02) $        (.04) $         (.09) $        (.15)
Net income (loss) per weighted
   average share - other expense             (.02)           .00            (.06)           .00
                                    -------------  -------------  --------------  -------------

Net income (loss) per weighted
   average share                    $        (.04) $        (.04) $         (.15) $        (.15)
                                    =============  =============  ==============  =============

Weighted average number of
   common shares used to
   compute net income (loss)
   per weighted average share           8,537,761      5,856,304       7,283,547      2,998,461
                                    =============  =============  ==============  =============

</TABLE>

                                       F-2

<PAGE>
                            CLAIRE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                      Deficit
                                                                                                                    Accumulated
                                                  Common Stock               Additional            Stock              During
                                                 Par Value $.001               Paid-in         Subscription         Development
                                              Shares         Amount            Capital          Receivable             Stage
                                          -------------   -------------  -----------------   ----------------   ------------------
<S>                                       <C>             <C>            <C>                 <C>                <C>
Balances at 5/3/88 (Date of inception)                0   $           0  $               0   $               0  $                0
   Issuance of common stock (restricted)
     at $.002 per share at 5/5/88             1,000,000           1,000              1,000
   Net loss for period                                                                                                      (1,950)
                                          -------------   -------------  -----------------   -----------------  ------------------
Balances at 12/31/88                          1,000,000           1,000              1,000                   0              (1,950)
   Net loss for year                                                                                                           (10)
                                          -------------   -------------  -----------------   -----------------  ------------------
Balances at 12/31/89                          1,000,000           1,000              1,000                   0              (1,960)
   Net loss for year                                                                                                           (10)
                                          -------------   -------------  -----------------   -----------------  ------------------
Balances at 12/31/90                          1,000,000           1,000              1,000                   0              (1,970)
   Net loss for year                                                                                                           (10)
                                          -------------   -------------  -----------------   -----------------  ------------------
Balances at 12/31/91                          1,000,000           1,000              1,000                   0              (1,980)
   Net loss for year                                                                                                           (20)
                                          -------------   -------------  -----------------   -----------------  ------------------
Balances at 12/31/92                          1,000,000           1,000              1,000                   0              (2,000)
   Net income for year                                                                                                           0
                                          -------------   -------------  -----------------   -----------------  ------------------
Balances at 12/31/93                          1,000,000           1,000              1,000                   0              (2,000)
   Net income for year                                                                                                           0
                                          -------------   -------------  -----------------   -----------------  ------------------
Balances at 12/31/94                          1,000,000           1,000              1,000                   0              (2,000)
   Issuance of common stock (restricted)
     at 4/3/95 for subsidiary                10,500,000          10,500             (6,000)
   Cancellation of stock at 5/31/95         (10,400,000)        (10,400)             6,000
   Sale of common stock (Regulation "S")
     at $.05 per share at 5/16/95             2,000,000           2,000             98,000
   Issuance of common stock (restricted)
     at $.001 per share for services at
     6/30/95                                  1,900,000           1,900
   Sale of common stock (restricted)
     at $1.00 per share at 6/30/95              520,000             520            519,480
   Costs associated with stock sales                                              (100,000)
   Sale of common stock (restricted)
     at $1.00 per share at 7/24/95              455,000             455            454,545
   Issuance of common stock (restricted)
     at $.001 per share for services at
     11/30/95                                    25,000              25                (25)                  0
   Options exercised                            156,000             156            155,844             (81,000)
   Net loss for year                                                                                                      (991,943)
                                          -------------   -------------  -----------------   -----------------  ------------------
Balances at 12/31/95                          6,156,000   $       6,156  $       1,128,844   $         (81,000) $         (993,943)
</TABLE>

                                      F-3
<PAGE>
                            CLAIRE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                  (Continued)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                                      Deficit
                                                                                                                    Accumulated
                                                  Common Stock               Additional            Stock              During
                                                 Par Value $.001               Paid-in         Subscription         Development
                                              Shares         Amount            Capital          Receivable             Stage
                                          -------------   -------------  -----------------   ----------------   ------------------
<S>                                       <C>             <C>            <C>                 <C>                <C>
Balances at 12/31/95                          6,156,000   $       6,156  $       1,128,844   $         (81,000) $         (993,943)
   Collection of stock subscription                                                                     81,000
   Issuance of common stock (restricted)
     at $.50 per share for interest expense
     at 5/14/96                                 130,000             130             64,870
   Sale of common stock (Regulation S)
     at $.50 per share at 5/14/96             1,308,500           1,309            652,941
   Sale of common stock (S-8) at $1.00
     per share at 5/20/96                        25,000              25             24,975
   Sale of common stock (Regulation S)
     at $.50 per share at 5/31/96               800,000             800            399,200
   Sale of common stock (S-8) at $.75 per
     share at 6/24/96                            25,000              25             18,725
   Sale of common stock (S-8) at $.75 per
     share at 6/25/96                            45,000              45             33,705
   Sale of common stock (S-8) at $.75 per
     share at 6/27/96                            30,000              30             22,470
   Deferred offering costs                                                        (100,000)
   Sale of common stock (S-8) at $.75 per
     share at 7/8/96                             20,000              20             14,980
   Net loss for period                                                                                                  (1,092,918)
                                          -------------   -------------  -----------------   -----------------  ------------------
Balances at 9/30/96                           8,539,500   $       8,540  $       2,260,710   $               0  $       (2,086,861)
                                          =============   =============  =================   =================  ==================
</TABLE>
                                       F-4

<PAGE>



                            CLAIRE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                               5/3/88
                                                                                 Nine months ended            (Date of
                                                                                   September 30,             inception)
                                                                                1996           1995          to 9/30/96
                                                                           -------------  --------------  -------------

OPERATING ACTIVITIES
<S>                                                                        <C>            <C>             <C>
   Net (loss)                                                              $  (1,092,918) $     (442,167) $    (2,086,861)
   Adjustments to reconcile net (loss) to
     cash used by operating activities:
       Depreciation & amortization                                                43,773               0           56,666
       Stock issued for expenses                                                  65,000           2,000           67,000
       Loss on investment                                                        454,725               0          719,725
   Changes in assets and liabilities:
     Accounts receivable                                                               0         (36,538)               0
     Accounts payable                                                             45,924          31,692          180,314
     Accrued interest payable                                                     12,609               0           18,300
                                                                           -------------  --------------  ---------------
                                NET CASH USED BY
                                                     OPERATING ACTIVITIES       (470,887)       (445,013)      (1,044,856)

INVESTING ACTIVITIES
   Purchase of equipment                                                          (2,023)        (20,230)         (22,647)
   Purchase of investment                                                       (370,185)       (500,000)        (808,185)
   Loan - related party                                                         (118,000)              0         (118,000)
   Goodwill                                                                     (119,815)              0         (450,815)
   Organization costs                                                                  0               0              (50)
                                                                           -------------  --------------  ---------------
                                NET CASH USED BY
                                                     INVESTING ACTIVITIES       (610,023)       (520,230)      (1,399,697)

FINANCING ACTIVITIES
   Proceeds from sale of common stock                                          1,250,250       1,075,000        2,202,250
   Loan proceeds                                                                 474,986               0        1,036,193
   Loan repayments                                                              (721,206)              0         (789,444)
                                                                           -------------  --------------  ---------------
                              NET CASH PROVIDED BY
                                                     FINANCING ACTIVITIES      1,004,030       1,075,000        2,448,999

                                              INCREASE (DECREASE) IN CASH
                                                     AND CASH EQUIVALENTS        (76,880)        109,757            4,446

Cash and cash equivalents at beginning
   of period                                                                      81,326               0                0
                                                                           -------------  --------------  ---------------

                                                CASH AND CASH EQUIVALENTS
                                                         AT END OF PERIOD  $       4,446  $      109,757  $         4,446
                                                                           =============  ==============  ===============

SUPPLEMENTAL INFORMATION Cash paid for:
     Interest                                                              $      19,299  $            0  $        19,450
                                                                           =============  ==============  ===============
</TABLE>

                                       F-5