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 June 30, 1997

[    ] 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 Small Business issuer as specified in its charter)

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

          7373 North Scottsdale Road, Suite B-169
                    Scottsdale, Arizona                               85253
         (Address of principal executive offices)                  (Zip Code)

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

Indicate by a check mark  whether the issuer (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 issuer 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  issuer's  classes of
common stock, as of the latest practicable date.

            Class                             Outstanding as of June 30, 1997
------------------------------------         ---------------------------------
$.001 par value Class A Common Stock                2,284,875 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'
deficit 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.

The  Annual  Shareholders  Meeting  was  held on  June  30,  1997 at our  office
location.  The  results  of  voting on  presented  items on the  agenda  were as
follows:  Election of Directors,  99.9% in favor,  approval of conversion of the
Company debt to shares and the issuance of shares;  99.7% in favor,  approval of
4:1 reverse  split of the  Company  stock;  99.4% in favor,  approval of Smith &
Company as the accountants  for the Company;  99.9% in favor and 99.99% in favor
of   transacting   any  business  that  may  come  before  the  meeting  or  any
adjournments. There was no further business discussed at the meeting.

     Operating  results  for  the  six  months  ended  June  30,  1997  are  not
necessarily  indicative  of the results that can be expected for the year ending
December 31, 1997.

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

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 1997, the Company had $26,704 cash in the bank. There can be
no assurance  that the Company will be able to meet its  financial  obligations.
During  the  quarter  ending  June  30,  1997  and  to  date,  the  Company  was
investigating  several  viable new  investment  possibilities.  The  Company has
negotiated the settlement of $827,434 in debt by issuing 1,034,293 shares of its
common  stock at $.80 per share.  The shares were issued and the debt settled in
July 1997.

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. Further, there has been a limited trading market
for the Company's common stock since its inception to the date of this report.


                                        2

<PAGE>



As of March 31, 1997 all  management  and  consulting  contracts  were canceled.
Neither the Company's President or Company's Secretary received any fees for the
quarter ending June 30, 1997.

Net loss for the three months ended June 30, 1997 was $6,907  compared  with net
loss of $460,871  for the same period in 1996.  The main reason for the decrease
is the large decrease in management and consulting contracts.  Also, the Company
had no losses on  investments  as it did in 1996.  The  Company  is still in the
process of looking for a viable investment and the main expense for this quarter
was bad debts.

General and  administrative  expenses  for the three  months ended June 30, 1997
were $(11,777)  compared with $207,457 for the same period in 1996. The decrease
is mainly due to the  cancellation  of all  management  fees and a reduction  in
administrative fees and a re-negotiation and reduction of such expenses.

Depreciation and  amortization  expense for the three months ended June 30, 1997
was $1,184 compared with $11,448 for the same period in 1996.

Interest  expense for the three months ended June 30, 1997 was $0 compared  with
$73,966 for the same period in 1996. The decrease is mainly due to the reduction
in principle on a bridge loan and other short-term debt.

Net loss for the six months ended June 30, 1997 was $137,031  compared  with net
loss of $762,933 for the same period in 1996.

General and administrative  expenses for the six months ended June 30, 1997 were
$86,577 compared with $367,886 for the same period in 1996.

Depreciation and amortization expense for the six months ended June 30, 1997 was
$2,368 compared with $20,495 for the same period in 1996.

Interest  expense for the six months  ended June 30,  1997 was $30,586  compared
with $93,552 for the same period in 1996.

                           PART II - OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

     (a) Exhibits
              99.1 Financial Statements as of June 30, 1997.
              Financial Data Schedule

     (b)      Reports on Form 8-K
              None.


                                        3

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities and 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.




DATED: August 14, 1997                 /s/ Jan Wallace
                                       Jan Wallace, President and Director



                                        4

<PAGE>
                            CLAIRE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                         June 30,
                                                                           1997
                                                                  ----------------------
ASSETS
     CURRENT ASSETS
<S>                                                               <C>                   
         Cash in bank                                             $               26,704
         Loan receivable                                                          50,000
         Loan receivable - related party                                          20,000
                                                                  ----------------------

                                            TOTAL CURRENT ASSETS                  96,704

     EQUIPMENT                                                                    22,760
                                                                  ----------------------

                                                                  $              119,464
                                                                  ======================

LIABILITIES & DEFICIT
     CURRENT LIABILITIES
         Accounts payable                                         $               23,894
         Accrued expenses - related parties                                      363,100
         Bridge loan - related party                                              14,999
         Loans payable - related parties                                         398,750
         Accrued interest payable - related parties                               33,590
                                                                  ----------------------

                                       TOTAL CURRENT LIABILITIES                 834,333

     STOCKHOLDERS' DEFICIT 
         Common Stock $.001 par value:
              Authorized - 50,000,000 shares
              Issued and outstanding
               2,284,875 shares *                                                  2,285
         Additional paid-in capital                                            2,386,965
         Deficit accumulated during the
              development stage                                               (3,104,119)
                                                                  ----------------------

                                     TOTAL STOCKHOLDERS' DEFICIT                (714,869)
                                                                  ----------------------

                                                                  $              119,464
                                                                  ======================
</TABLE>

       * Reflects 4-for-1 reverse split which was approved June 30, 1997.


                                       F-1

<PAGE>
                            CLAIRE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                      5/3/88
                                         Three months ended              Six months ended            (Date of
                                              June 30,                       June 30,               inception)
                                        1997            1996           1997           1996          to 6/30/97
                                    -------------  -------------  --------------  -------------  ---------------
<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                               (11,777)       207,457          86,577        367,886        1,374,597
Depreciation and amortization               1,184         11,448           2,368         20,495           18,470
Interest expense                                0         73,966          30,586         93,552          137,785
Bad debts                                  17,500              0          17,500              0          325,300
                                    -------------  -------------  --------------  -------------  ---------------
                                            6,907        292,871         137,031        481,933        1,856,152
                                    -------------  -------------  --------------  -------------  ---------------

            NET LOSS BEFORE OTHER          (6,907)      (292,871)       (137,031)      (481,933)      (1,856,152)

OTHER EXPENSE
   Loss on investment                           0       (168,000)              0       (281,000)      (1,247,967)
                                    -------------  -------------  --------------  -------------  ---------------

                  NET LOSS BEFORE
                     INCOME TAXES          (6,907)      (460,871)       (137,031)      (762,933)      (3,104,119)

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

                         NET LOSS   $      (6,907) $    (460,871) $     (137,031) $    (762,933) $    (3,104,119)
                                    =============  =============  ==============  =============  ===============

Net income (loss) per weighted
   average share - operations       $        (.00) $        (.16) $         (.06) $        (.29)
Net income (loss) per weighted
   average share - other expense              .00           (.10)            .00           (.17)
                                    -------------  -------------  --------------  -------------

Net income (loss) per weighted
   average share                    $        (.00) $        (.26) $         (.06) $        (.46)
                                    =============  =============  ==============  =============

Weighted average number of
   common shares used to
   compute net income (loss)
   per weighted average share           2,165,370      1,789,573       2,154,488      1,666,884
                                    =============  =============  ==============  =============
</TABLE>


                                       F-2

<PAGE>
                            CLAIRE TECHNOLOGIES, INC.
                          (A Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                                       Deficit
                                                                                                                     Accumulated
                                                         Common Stock             Additional           Stock           During
                                                        Par Value $.001             Paid-in        Subscription      Development
                                                    Shares          Amount          Capital         Receivable          Stage
                                                 -------------  -------------   ---------------  ---------------   ---------------
Balances at 5/3/88
<S>                                              <C>            <C>             <C>              <C>               <C>            
   (Date of inception)                                       0  $           0   $             0  $             0   $             0
     Issuance of common stock (restricted) at
       $.008 per share at 5/5/88                       250,000            250             1,750
     Net loss for period                                                                                                    (1,950)

Balances at 12/31/88                                   250,000            250             1,750                0            (1,950)
     Net loss for year                                                                                                         (10)
                                                 -------------  -------------   ---------------  ---------------   ---------------

Balances at 12/31/89                                   250,000            250             1,750                0            (1,960)
     Net loss for year                                                                                                         (10)
                                                 -------------  -------------   ---------------  ---------------   ---------------

Balances at 12/31/90                                   250,000            250             1,750                0            (1,970)
     Net loss for year                                                                                                         (10)
                                                 -------------  -------------   ---------------  ---------------   ---------------

Balances at 12/31/91                                   250,000            250             1,750                0            (1,980)
     Net loss for year                                                                                                         (20)
                                                 -------------  -------------   ---------------  ---------------   ---------------

Balances at 12/31/92                                   250,000            250             1,750                0            (2,000)
     Net income for year                                                                                                         0
                                                 -------------  -------------   ---------------  ---------------   ---------------

Balances at 12/31/93                                   250,000            250             1,750                0            (2,000)
     Net income for year                                                                                                         0
                                                 -------------  -------------   ---------------  ---------------   ---------------

Balances at 12/31/94                                   250,000            250             1,750                0            (2,000)
     Issuance of common stock (restricted) at
       4/3/95  for subsidiary                        2,625,000          2,625             1,875
     Cancellation of stock at 5/31/95               (2,600,000)        (2,600)           (1,800)
     Sale of common stock (Regulation "S") at
        $.20 per share at 5/16/95                      500,000            500            99,500
     Issuance of common stock (restricted) at
       $.004 per share for services at 6/30/95         475,000            475             1,425
     Sale of common stock (restricted) at $4.00
       per share at 6/30/95                            130,000            130           519,870
     Sale of common stock (restricted) at $4.00
       per share at 7/24/95                            113,750            114           454,886
     Costs associated with stock sales                                                 (100,000)
     Issuance of common stock (restricted) at
       $.001 per share for services at 11/30/95          6,250              6                (6)
     Options exercised                                  39,000             39           155,961          (81,000)
     Net loss for year                                                                                                    (991,943)
                                                 -------------  -------------   ---------------  ---------------   ---------------

Balances at 12/31/95                                 1,539,000          1,539         1,133,461          (81,000)         (993,943)

</TABLE>

                                       F-3

<PAGE>



                            CLAIRE TECHNOLOGIES, INC.
                          (A Development Stage Company)
             STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                                   (continued)

<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                                 1,539,000  $       1,539   $     1,133,461  $       (81,000)  $      (993,943)
   Collection of stock subscription                                                                       81,000
   Issuance of common stock (restricted) at
     $2.00 per share for interest expense
     at 5/14/96                                         32,500             33            64,967
   Issuance of common stock (Regulation S)
     to pay interest expense and reduce debt
     at $2.00 per share at 5/14/96                     327,125            327           653,923
   Sale of common stock (S-8) at $4.00 per
     share at 5/20/96                                    6,250              6            24,994
   Sale of common stock (Regulation S) at $2.00
     per share at 5/31/96                              200,000            200           399,800
   Sale of common stock (S-8) at $3.00 per share
     at 6/24/96                                          6,250              6            18,744
   Sale of common stock (S-8) at $3.00 per share
     at 6/25/96                                         11,250             11            33,739
   Sale of common stock (S-8) at $3.00 per share
     at 6/27/96                                          7,500              8            22,492
   Deferred offering costs                                                             (100,000)
   Sale of common stock (S-8) at $3.00 per share
     at 7/8/96                                           5,000              5            14,995
   Net loss for year                                                                                                    (1,973,145)

Balances at 12/31/96                                 2,134,875          2,135         2,267,115                0        (2,967,088)
   Issuance of common stock (restricted) at
     $.80 per share for interest expense at
     2/28/97                                            25,000             25            19,975
   Sale of common stock (restricted) at $.80
     per share at 6/25/97                               93,750             94            74,906
   Sale of common stock (restricted) at $.80
     per share at 6/30/97                               31,250             31            24,969
   Net loss for period                                                                                                    (137,031)
                                                 -------------  -------------   ---------------  ---------------   ---------------

Balances at 6/30/97                                  2,284,875  $       2,285   $     2,386,965  $             0   $    (3,104,119)
                                                 =============  =============   ===============  ===============   ===============
</TABLE>

*Common stock shares,  amounts and per share figures  reflect a 4-for-1  reverse
split of the Company's stock which was approved June 30, 1997.





                                       F-4

<PAGE>
                            CLAIRE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                               5/3/88
                                                                                 Six months ended             (Date of
                                                                                     June 30,                inception)
                                                                                1997           1996          to 6/30/97
                                                                           -------------  --------------  ---------------

OPERATING ACTIVITIES
<S>                                                                        <C>            <C>             <C>             
   Net (loss)                                                              $    (137,031) $     (762,933) $    (3,104,119)
   Adjustments to reconcile net (loss) to cash used by
     operating activities:
       Depreciation & amortization                                                 2,368          20,495           18,470
       Stock issued for expenses                                                  20,000          65,000          106,044
       Loss on investment                                                              0         281,000          757,967
   Changes in assets and liabilities:
     Prepaid expenses                                                              5,000               0                0
     Accounts payable                                                             15,773               0           23,894
     Accrued expenses                                                             79,300          25,393          363,100
     Accrued interest payable                                                     10,586           9,262           33,590
                                                                           -------------  --------------  ---------------
                                    NET CASH USED BY OPERATING ACTIVITIES         (4,004)       (361,783)      (1,801,054)

INVESTING ACTIVITIES
   Purchase of equipment                                                               0          (2,023)         (30,147)
   Purchase of investment                                                              0        (370,185)        (438,000)
   Loans                                                                         (70,000)              0          (70,000)
   Goodwill                                                                            0        (119,815)        (331,000)
   Organization costs                                                                  0               0              (50)
                                                                           -------------  --------------  ---------------
                                    NET CASH USED BY INVESTING ACTIVITIES        (70,000)       (492,023)        (869,197)

FINANCING ACTIVITIES
   Proceeds from sale of common stock                                            100,000         769,045        1,648,000
   Loan proceeds                                                                       0         350,236        1,372,193
   Loan repayments                                                                     0        (255,000)        (323,238)
                                                                           -------------  --------------  ---------------
                                NET CASH PROVIDED BY FINANCING ACTIVITIES        100,000         864,281        2,696,955
                                                                           -------------  --------------  ---------------

                                    INCREASE IN CASH AND CASH EQUIVALENTS         25,996          10,475           26,704

Cash and cash equivalents at beginning
   of period                                                                         708          81,326                0
                                                                           -------------  --------------  ---------------

                               CASH AND CASH EQUIVALENTS AT END OF PERIOD  $      26,704  $       91,801  $        26,704
                                                                           =============  ==============  ===============

SUPPLEMENTAL INFORMATION 
Cash paid for:
     Interest                                                              $          54  $          136  $           473
                                                                           =============  ==============  ===============
</TABLE>

                                       F-5