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 March 31, 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-150
          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 April 28, 1997
------------------------------------         --------------------------------
$.001 par value Class A Common Stock                  8,639,500 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'  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.

Operating  results for the three months ended March 31, 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 March 31,  1997,  the Company  had $897 cash in the bank.  There can be no
assurance  that  the  Company  will be able to meet its  financial  obligations.
During the quarter  ended March 31, 1997,  the Company  foreclosed  on the loans
made to Hyperflow,  and sold the assets to Hyperflo,  Inc. (an Arizona  company,
unrelated to both Claire and Hyperflow),  which had some common  management with
Hyperflow.

The assets were sold to Hyperflo,  Inc. for a $305,500 Promissory Note. The Note
bears interest at 7.87% per annum and the accrued interest and principle are due
September 6, 2003.  The Company will also receive a royalty of 2.5% of the gross
revenue received from sales of products developed with Hyperflow technology. The
first $1,500,000 of gross revenue is not subject to the royalty.  The Promissory
Note must also be paid in full if Hyperflo, Inc. sells the technology.  The Note
has been  reserved  fully due to the long time before  payment is due and is not
reflected on the balance sheet as an asset.

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 common stock and loans,
which have been used to pay expenses.


                                        2

<PAGE>



During the three months ended March 31, 1997,  management  fees in the amount of
$90,000 were accrued. The Company's President received $30,000 and the Company's
former  Secretary   received  $30,000,   and  $30,000  was  accrued  to  another
consultant.  On March 31, 1997, the Company  terminated by mutual  agreement all
management and consulting contracts.  $1,800 was accrued to an entity controlled
by the Company's  former  Secretary  for rent. In order to cover  administrative
costs, a loan was extended by Dynamic Associates,  Inc. for $3,070. Dynamic is a
related party.

Net loss for the three months ended March 31, 1997 was $130,124  compared with a
net loss of $302,062  for the same period in 1996.  The decrease is due to fewer
general and administrative expenses and no loss from Hyperflow in 1997.

General and  Administrative  expenses  for the three months ended March 31, 1997
were $98,354 compared with $160,429 in 1996.

Interest  expense for the three months ended March 31, 1997 was $30,586 compared
with  $19,586 for the same period in 1996.  The  increase was due to interest on
loans taken to finance investments in 1996.

Depreciation and amortization  expense for the three months ended March 31, 1997
was $1,184  compared to $9,047 for the same period in 1996. The reduction is due
to the Hyperflow investment not being amortized in 1997 as it was in 1996.

Management is continuing to look for a viable business opportunity.

                           PART II - OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits
                  99.1 Financial Statements as of March 31, 1997
                  27 Financial Data Summary

         (b)      Reports on Form 8-K
                  None.



                                        3

<PAGE>



                                   SIGNATURES

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


                                           CLAIRE TECHNOLOGIES, INC.




DATED:        May 9, 1997                  /s/ Jan Wallace
                                           Jan Wallace, President and Director



                                        4

<PAGE>



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

                                                                         March 31,
                                                                           1997
                                                                  ----------------------
ASSETS
     CURRENT ASSETS
<S>                                                               <C>                   
         Cash in bank                                             $                  897
                                                                  ----------------------

                                      TOTAL CURRENT ASSETS                           897

     EQUIPMENT                                                                    23,944
                                                                  ----------------------

                                                                  $               24,841
                                                                  ======================

LIABILITIES & (DEFICIT)
     CURRENT LIABILITIES
         Accounts payable                                         $                6,794
         Accrued expenses - related parties                                      375,600
         Bridge loan - related party                                              14,999
         Loans payable - related parties                                         401,820
         Accrued interest payable - related parties                               33,590
                                                                  ----------------------

                                 TOTAL CURRENT LIABILITIES                       832,803

     STOCKHOLDERS' (DEFICIT) Common Stock $.001 par value:
              Authorized - 100,000,000 shares
              Issued and outstanding
               8,639,500 shares                                                    8,640
         Additional paid-in capital                                            2,280,610
         Deficit accumulated during the
              development stage                                               (3,097,212)
                                                                  ----------------------

                             TOTAL STOCKHOLDERS' (DEFICIT)                      (807,962)
                                                                  ----------------------

                                                                  $               24,841
                                                                  ======================

</TABLE>

                                       F-1

<PAGE>



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

                                                                                                  5/3/88
                                                             Three Months Ended                  (Date of
                                                                  March 31,                    inception) to
                                                          1997                1996                3/31/97
                                                   ------------------  -----------------  -----------------------
<S>                                                <C>                 <C>                <C>                    
Net sales                                          $                0  $               0  $                     0
Cost of sales                                                       0                  0                        0
                                                   ------------------  -----------------  -----------------------

                                     GROSS PROFIT                   0                  0                        0

General and administrative expenses                            98,354            160,429                1,386,374
Depreciation and amortization                                   1,184              9,047                   17,286
Interest expense                                               30,586             19,586                  137,785
Bad debts                                                           0                  0                  307,800
                                                   ------------------  -----------------  -----------------------
                                                              130,124            189,062                1,849,245
                                                   ------------------  -----------------  -----------------------

                            NET LOSS BEFORE OTHER            (130,124)          (189,062)              (1,849,245)

OTHER EXPENSE
   Loss on investment                                               0           (113,000)              (1,247,967)
                                                   ------------------  -----------------  -----------------------

                                 NET LOSS BEFORE
                                     INCOME TAXES            (130,124)          (302,062)              (3,097,212)

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

                                         NET LOSS  $         (130,124) $        (302,062) $            (3,097,212)
                                                   ==================  =================  =======================

Net income (loss) per weighted
   average share - operations                      $             (.02) $            (.03)
Net income (loss) per weighted
   average share - other expenses                                 .00               (.02)
                                                   ------------------  -----------------

Net income (loss) per weighted
   average share                                   $             (.02) $            (.05)
                                                   ==================  =================

Weighted average number of common
   shares used to compute net income
   (loss) per weighted average share                        8,572,833          6,156,000
                                                   ==================  =================
</TABLE>


                                       F-2

<PAGE>



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

<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
       $.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
     Sale of common stock (restricted) at $1.00
       per share at 7/24/95                            455,000            455           454,545
     Costs associated with stock sales                                                 (100,000)
     Issuance of common stock (restricted) at
       $.001 per share for services at 11/30/95         25,000             25               (25)
     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)
             STATEMENT 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                                 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
   Issuance of common stock (Regulation S)
     to pay interest expense and reduce debt
     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 year                                                                                                    (1,973,145)
                                                  ------------  -------------   ---------------  ---------------   ---------------

Balances at 12/31/96                                 8,539,500          8,540         2,260,710                0        (2,967,088)
   Issuance of common stock (restricted) at
     $.20 per share for interest expense at
     2/28/97                                           100,000            100            19,900
   Net loss for quarter                                                                                                   (130,124)
                                                  ------------  -------------   ---------------  ---------------   ---------------

Balances at 3/31/97                                  8,639,500  $       8,640   $     2,280,610  $             0   $    (3,097,212)
                                                 =============  =============   ===============  ===============   ===============
</TABLE>



                                       F-4

<PAGE>


                            CLAIRE TECHNOLOGIES, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                        5/3/88
                                                                                                       (Date of
                                                                  Three Months Ended March 31,       Inception) to
                                                                     1997              1996             3/31/97
                                                               ---------------    ---------------  ----------------
OPERATING ACTIVITIES
<S>                                                            <C>                <C>              <C>              
  Net (loss)                                                   $      (130,124)   $      (302,062) $     (3,097,212)
  Adjustments to reconcile net (loss) to cash used
     by operating activities:
       Depreciation and amortization                                     1,184              9,047            17,286
       Stock issued for expenses                                        20,000                  0           106,044
       Loss on investment                                                    0            113,000           757,967
     Changes in assets and liabilities:
       Prepaid expenses                                                  5,000                  0                 0
       Accounts payable                                                 (1,327)           (64,184)            6,794
       Accrued expenses                                                 91,800                  0           375,600
       Accrued interest payable                                         10,586             19,450            33,590
                                                               ---------------    ---------------  ----------------

                                               NET CASH USED
                                     BY OPERATING ACTIVITIES            (2,881)          (224,749)       (1,799,931)

INVESTING ACTIVITIES
  Purchase of equipment                                                      0             (2,023)          (30,147)
  Purchase of investment                                                     0            (71,213)         (438,000)
  Goodwill                                                                   0            (53,787)         (331,000)
  Organization costs                                                         0                  0               (50)
                                                               ---------------    ---------------  ----------------

                                    NET CASH PROVIDED (USED)
                                     BY INVESTING ACTIVITIES                 0           (127,023)         (799,197)

FINANCING ACTIVITIES
  Proceeds from sale of common stock                                         0             81,000         1,548,000
  Loan proceeds                                                          3,070            350,236         1,375,263
  Loan repayments                                                            0           (155,000)         (323,238)
                                                               ---------------    ---------------  ----------------

                                        NET CASH PROVIDED BY
                                        FINANCING ACTIVITIES             3,070            276,236         2,600,025
                                                               ---------------    ---------------  ----------------

                                 INCREASE (DECREASE) IN CASH
                                        AND CASH EQUIVALENTS               189            (75,536)              897

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

                                   CASH AND CASH EQUIVALENTS
                                            AT END OF PERIOD   $           897    $         5,790  $            897
                                                               ===============    ===============  ================

SUPPLEMENTAL INFORMATION
  Cash paid for interest                                       $             0    $           136  $            419
                                                               ===============    ===============  ================
</TABLE>

During 1997, the Company issued 100,000 shares of restricted common stock to pay
$20,000 of interest expense.


                                       F-5