SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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      July 31, 1997

                                       or

              ( )     Transition Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1939

                      For the transition period from              to


Commission File Number:  33-5820-LA




                               SEMICON TOOLS, INC.
        (Exact name of small business issuer as specified in its charter)




          Nevada                                77-0082545
(State or other jurisdiction of            (I.R.S. Employer
incorporation or organization)             Identification Number)


                 111 Business Park Drive, Armonk, New York 10504

                    (Address of principal executive offices)


Issuer's telephone number, including area code:       (914) 273-1400
                                                    -----------------


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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


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


            Class                        Outstanding at September 3, 1997

Common Stock, par value $.001
 per share                                           9,867,500




<PAGE>





























                                      INDEX


Part I.   Financial Information


   Item 1.  Condensed consolidated financial statements:

         Balance sheet as of July 31, 1997                              F-2

         Statement of income (loss) for the six and three
           months ended July 31, 1997 and 1996                          F-3

         Statement of cash flows for the six months ended
           July 31, 1997 and 1996                                       F-4

         Notes to condensed consolidated financial statements        F-5 - F-10


   Item 2.  Management's discussion and analysis of
                 financial condition



Part II.  Other information


   Signatures







<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

              CONDENSED CONSOLIDATED BALANCE SHEET - JULY 31, 1997
                                   (UNAUDITED)





                                     ASSETS



 
<TABLE>
<CAPTION>
<S>                                                             <C>   

Current assets:
  Cash                                                           $   79,287
  Accounts receivable, less allowance
   for doubtful accounts of $6,500                                  256,504
  Inventory                                                         355,300
  Prepaid expenses and other assets                                  82,973
  Deferred tax asset, current portion                                47,000
                                                                  ----------

    Total current assets                                            821,064

Property and equipment                                              391,902

Other assets:
   Security deposits                                                 15,685
   Goodwill, net of amortization                                    100,559
   Deferred tax asset, net of current portion                        20,186
                                                                  ----------

                                                                    136,430
                                                                    -------

                                                                 $1,349,396
                                                                 ==========



                      LIABILITIES AND SHAREHOLDERS' EQUITY


Current liabilities:
  Current portion of long-term debt                              $   30,874
  Notes payable, officers                                             6,796
  Accounts payable                                                  145,622
  Accrued interest                                                  120,594
  Payroll taxes payable                                               1,037
                                                                  ----------

   Total current liabilities                                        304,923

Long-term debt, net of current portion                              252,886
                                                                 ----------

Commitments and contingencies

Shareholders' equity:
  Common stock par value $.001; 100,000,000
   shares authorized; 9,867,500 shares issued and
   outstanding                                                        9,868
  Additional paid in capital                                      2,517,945
  Retained earnings (deficit)                                   ( 1,736,226)
                                                                 ----------

                                                                    791,587
                                                                    -------

                                                                 $1,349,396
                                                                 ==========



     See notes to condensed consolidated financial statements
                                                                           F-2
</TABLE>

<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

                SIX AND THREE MONTHS ENDED JULY 31, 1997 AND 1996
                                   (UNAUDITED)











<TABLE>
                                                        Six months ended                      Three months ended
                                                            July 31,                              July 31,
                                                  1997             1996                1997              1996
                                                  ----             ----                ----              ----

<CAPTION>
<S>                                          <C>                 <C>               <C>               <C>    
  
Net sales                                     $  934,780          $ 747,002         $  512,177        $   370,535

Cost of sales                                    313,080            209,802            187,844            106,225
                                              ----------          ---------         ----------        -----------

Gross profit                                     621,700            537,200            324,333            264,310

Selling, general and
 administrative expenses                         531,216            442,945            289,496            231,541
                                              ----------          ---------         ----------         ----------

Income from operations                            90,484             94,255             34,837             32,769

Other charge, interest
 expense                                          19,117        (   17,902)              9,292       (     6,711)
                                              ----------         ---------          ----------        ----------

Income before income
 taxes                                            71,367             76,353             25,545             26,058
                                              ----------          ---------         ----------         ----------

Income tax expense
 (benefit):
  Current                                                            22,905                                 6,253
  Deferred                                        26,564        (   22,905)             14,069       (     6,253)
                                              ----------         ---------          ----------        ----------
                                                  26,564                                14,069
                                              ----------          ---------         ----------

Net income (loss)                             $   44,803          $  76,353         $   11,476         $   26,058
                                              ==========          =========         ==========         ==========

Income (loss) per
 common share                                 $    0.003          $   0.010         $    0.001         $    0.002
                                              ==========          =========         ==========         ==========

Weighted average number
 of common shares
 outstanding                                  13,617,500          7,685,749         13,867,500         11,497,388
                                              ==========          =========         ==========         ==========


</TABLE>












     See notes to condensed consolidated financial statements.
                                                                        F-3

<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

                     SIX MONTHS ENDED JULY 31, 1997 AND 1996
                                   (UNAUDITED)




                                                           1997          1996
                                                           ----          ----

Cash flows from operating activities:
  Net income                                            $ 44,803      $ 76,353
  Adjustments to reconcile net income to
   cash provided from operating activities:
     Depreciation and amortization                        21,131         6,750
     Compensatory stock issued                                           7,500
     Changes in other operating assets and
      liabilities:
        Accounts receivable                            (  94,065)    (  10,932)
        Inventories                                    (  15,748)    (  23,723)
        Prepaid expenses and other current assets         25,234     (  41,147)
        Accounts payable, accrued expenses and
         payroll taxes payable                            76,780     ( 151,801)
                                                        --------      --------

        Net cash provided by (used in) operating
         activities                                       58,135     ( 137,000)
                                                        --------      --------

Investing activities:
  Increase in other assets                             (     800)    (     550)
  Purchase of property and equipment                   (  33,258)
                                                         --------     ---------

        Net cash used in investing activities          (  34,058)    (     550)
                                                         --------      --------

Financing activities:
  Proceeds from sale of stock                                500       268,125
  Increase in notes payable, shareholders'                 6,796
  Decrease in notes payable, shareholders'             (  45,000)    (  17,487)
  Payment of debt                                      (  23,420)    (  23,130)
                                                        --------      --------

        Net cash provided by (used in) financing
         activities                                    (  61,124)      227,508
                                                        --------      --------

Net increase (decrease) in cash                        (  37,047)       89,958

Cash, beginning of period                                116,334        38,866
                                                        --------      --------

Cash, end of period                                     $ 79,287      $128,824
                                                        ========      ========

Supplemental  disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                                          $  2,320
                                                                      ========

    Income taxes                                                      $      0
                                                                      ========

Supplemental schedule of non-cash investing and 
 financing activities:
  Issuance of common stock for purchase of
   subsidiary                                                         $274,338
  Issuance of common stock for conversion of debt,
   agreements, services and payment of interest                          7,500
                                                                    
                                                                      --------
                                                                      $281,838
                                                                      ========





     See notes to condensed consolidated financial statements.
                                                                            F-4


<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS







     1. The accompanying  unaudited  financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the instructions to Form 10-QSB.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all adjustments  considered  necessary for a fair presentation have
been  included.  The results of  operations  for the three  months  ended is not
necessarily  indicative  of the  results to be expected  for the full year.  For
further  information,   refer  to  the  consolidated  financial  statements  and
footnotes  thereto  included in the  Company's  annual report for the year ended
January 31, 1997 included in its Annual Report filed on Form 10-KSB.


2. Organization of the Company:

    Semicon Tools, Inc. (the "Company"), a Nevada corporation, is primarily in
    the business of selling small precision disposable diamond tools used to
    manufacture electronic components and devices.

    One of the Company's  wholly-owned  subsidiaries,  East Coast Sales Company,
    Inc.  ("ECS")  is  a  Connecticut   corporation  which  distributes  and
    fabricates   technical  ceramic  products  and  distributes  clean  room
    supplies  and tools.  This  Company,  which was  acquired on January 26,
    1990,  was accounted for in a manner similar to the pooling of interests
    method of accounting.  The total cost of the acquisition,  $309,000, was
    paid for by the issuance of a $300,000 note, bearing interest at 10% per
    annum, and the issuance of 9,000,000 shares (60,000 shares,  as restated
    - see Note 10) of the  Company's  $.001 par value common stock (see also
    Note 5).

    The Company's other wholly-owned  subsidiary,  DTI Technology,  SDN BHD is a
    Malaysian  company which  manufactures a product line similar to that of
    Semicon  Tools,  Inc.  Semicon  Tools,  Inc.  acquired the assets of DTI
    Technology, SDN BHD on June 22, 1996. The total cost of the acquisition,
    $125,048,  was  paid  for by  the  issuance  of  300,000  shares  of the
    Company's  $.001 par value common stock with a negotiated  fair value of
    $.42 per share.



3. Property and equipment:

    Major classifications of property and equipment are as follows:

                  Manufacturing equipment                $601,150
                  Other equipment                         277,984
                  Office equipment                         20,535
                                                          --------
                                                          899,669
                  Less accumulated depreciation           507,767
                                                          -------

                                                         $391,902
                                                         ========







                                                                          F-5


<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS










4.  Goodwill:

    On  January 26, 1990,  the Company  acquired  East Coast Sales  Company (its
    wholly-owned  subsidiary)  for a cost of $309,000.  The  purchase  price
    exceeded  the fair  value of the  assets by  $134,281  which  amount was
    assigned to goodwill,  and is being amortized on a  straight-line  basis
    over  forty  years.  Accumulated  amortization  of  goodwill  aggregated
    $33,722 as of July 31, 1997.



5. Commitments and contingencies:

   The Company is currently  obligated  under a lease  agreement for office and
   manufacturing  facilities.  This lease,  which  expires on May 31, 1998,
   requires the following future minimum rental payments:



                           July 31, 1998               $32,140



     Rent expense for the six months  ended July 31, 1997 and 1996  amounted to
      $19,282.

    The Company  also leases five  vehicles  under  operating  leases with terms
    expiring  through  2000.  Total lease expense was $17,776 and $7,938 for
    the six months ended July 31, 1997 and 1996, respectively.

      Future minimum rentals are as follows:


                           July 31, 1998                $ 35,567
                           July 31, 1999                  35,567
                           July 31, 2000                  29,062
                                                         --------
                                                         $100,196


      The Company has entered into written sales  agreements with two employees.
      The  agreements  are on a year to year basis and call for the payment of
      commissions,  varying  from 1 to 4  percent,  on the  sale  of  selected
      products.












                                                                         F-6


<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS










5.  Commitments and contingencies (continued):

   On March 6, 1996,  the Company  entered into an  investment  agreement for a
three year term.  The  consultant  shall assist  management  in  broadening  the
Company's exposure to the financial  community and securing necessary funding to
meet its needs according to the terms of the agreement.  The consultant shall be
compensated  by having the option to purchase up to 6,000,000  of the  Company's
common shares at prices varying from $.10 to $1.75 during the period  commencing
on March 6, 1996 and ending September 30, 1996.  Either party may terminate this
agreement upon notice to the other.  As of April 30, 1996,  $825,000  shares had
been issued for $82,500.  On September 30, 1996, after 2,550,000 shares had been
issued for $240,000, this agreement was cancelled.


   On April  8,  1996,  the  Company  reached a  settlement  with  their  prior
accountants  of fees due from the  Company.  The  agreement  calls  for  monthly
installments of $4,000  commencing April 1, 1996 and ending on September 1, 1996
for a total $24,000.  The balance reflected at January 31, 1996 on the Company's
accounts payable was $28,068.  The books at April 30, 1996 have been adjusted to
reflect this settlement.


     On May 1, 1996, the Company  entered into  employment  agreements  with its
President and Vice President.  The terms of the agreements  covers one five year
period  expiring on January 31, 2001.  Compensation is set at a base of $100,000
and  $75,000  for the  President  and Vice  President,  respectively,  with each
getting a bonus of 5% of the increase in  consolidated  income from the previous
year. Each employee also received 2,000,000 stock options at $.10. None of these
options had been exercised as of July 31, 1997.

<TABLE>
<CAPTION>
<S>                                      <C>     <C>    <C>      <C>            <C>    

6. Long-term debt: 
                                                  Long-term       Current
                                          Rate     Portion        Portion        Maturity


        Note payable, shareholder  (a)     10%       $127,886     $30,874        2001

        Note payable, shareholders (b) 13.5%-15%      125,000                    1998
                                                     --------       -------
                                                     $252,886       $30,874
                                                     ========       =======


</TABLE>












                                                                          F-7


<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS












6.  Long-term debt (continued):


      (a)       On April 23, 1997,  the Company  renegotiated  an existing loan
                with  a  certain  shareholder  resulting  in a  new  obligation
                payable in monthly installments of $2,648 including interest at
                10%.

      (b)       Notes payable to two  shareholders  in the aggregate  amount of
                $125,000.  These notes are  subordinate  to the borrowing  from
                Citibank  and  will  become  due when the bank is paid in full.
                Both shareholders have waived their demand rights on the notes.


      The maturities of these loans are as follows:


                           July 31, 1998                         $167,236
                           July 31, 1999                           38,731
                           July 31, 2000                           42,777
                           July 31, 2001                           35,015
                                                                  --------

                                                                 $283,759
                                                                 ========



7. Income taxes:

      Asof July 31,  1997 the  Company  had net  operating  loss  carryovers of
        approximately $1,730,000 expiring in various years through 2008.

      Effective February 1, 1993, the Company adopted Statement of Financial
        Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No.
        109"), the cumulative effect of which was not material to the
        consolidated financial statements and is therefore not presented
        separately.  Under the asset and liability method of SFAS No. 109,
        deferred tax assets and liabilities are recognized for the future tax

















                                                                          F-8


<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS











7.  Income taxes (continued):

     consequences   attributable  to  the  differences   between  the  financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective tax bases and operating loss and tax credit  carryforwards.  Deferred
tax assets and  liabilities  are measured  using  enacted tax rates  expected to
apply to taxable  income in the year in which those  temporary  differences  are
expected to be recovered or settled.  Under SFAS No. 109, the effect on deferred
tax assets and  liabilities  of a change in tax rates is recognized in income in
the period that includes the enactment date;  this effect was immaterial  during
the year  ended  January  31,  1997 and 1996.  The  deferred  tax asset less the
deferred tax liabilities has been reduced by a valuation  allowance equal to the
net tax benefit in excess of the estimated  taxable  profits over the next three
years.


      Provision for income taxes (benefit):


                                                       1997           1996
                                                       ----           ----

            Current                                                 $22,905
            Deferred                                 $26,564       ( 22,905)
                                                     -------         -------
                 Total benefit                       $26,564        $     0
                                                     =======         =======



     A reconciliation of the income tax provision at the federal statutory rate
     to the income tax provision at the effective tax rate is as follows



                                                          1997          1996
                                                          ----          ----
            Computed tax at the expected
              statutory rate                            $24,874            0
            Foreign (income) loss                         1,690
                                                        -------        ------

            Income tax expense                          $26,564            0
                                                        =======            =
















                                                                          F-9


<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS









7.  Income taxes (continued):


      The  components  of  deferred  tax assets and  liabilities  consist of the
     following:

            Deferred tax asset:

              Net operating loss carryforward       $512,186         $570,000
                                                    --------         --------

                 Total deferred tax asset            512,186          570,000

                 Valuation allowance               ( 445,000)       ( 570,000)
                                                    --------         --------

                                                    $ 67,186         $      0
                                                    ========         ========



8. Computation of earnings per share:

                                                 Six months        Three months
                                                   ended              ended
                                                  July 31,           July 31,
                                                    1997               1996
                                                    ----               ----

         Weighted average number of common
           shares outstanding                     9,617,500         9,867,500

         Assumed conversion stock options         4,000,000         4,000,000
                                                 ----------        ----------

         Weighted average number of common
           shares outstanding                    13,617,500        13,867,500
                                                 ==========        ==========




9. Modification of shareholders' loans:

    On April 23, 1997,  the Company  modified the terms of two notes payable to
    a certain shareholder. The shareholder has agreed to reduce the interest
    rates from 14% to 10%. The new note balance includes  previously  unpaid
    principal and interest with the new payments beginning May 1, 1997.














                                                                        F-10


<PAGE>





                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS






I. Financial Condition
     The Company's  financial condition has continued to improve so that its
latest Dun and  Bradstreet rating of 1A2 now  reflects  a more  than  adequate
"Good". Dun and Bradstreet, in addition,  in its August 20, 1997 Business Scope
Report states that "Semicon Tools,  Inc. demonstrated a satisfactory  financial
condition as of the consolidated  fiscal statement dated January 31, 1997. This
assessment is supported by a satisfactory liquidity position and a fair ratio of
debt to equity relative to other companies in this line of business..."

         Reflecting  its  successful  and  profitable   operating   results, a
comparison of the Balance Sheet at July 31, 1997 to April 30, 1997 indicates:
            1.   Total assets increased by 3.4% to $1,349,396 and current assets
                 increased  by 7.4% to $821,064,  generally  due to higher sales
                 volume and the profitable operation.
            2.   Current liabilities increased by 23.3% almost entirely due to a
                 60.4%  increase  in accounts  payable.  This  increase  follows
                 naturally from a 38.2% increase in sales volume.
        Other Balance Sheet comparisons for the same two periods are:
           1. The Company's net worth continued to rise. At July 31, it stood at
                 $791,587, up to 1.60%.
           2. Cash  increased  by  9.4%  reflecting  the  Company's  balanced
              approach  to  handling  its  accounts  receivable  (up  51.1%),
              inventory  (up a  nominal  1.0%) and the  aforementioned  60.4%
              accounts payable increase.
           3. The  property and  equipment  increase  includes  approximately
              $12,000 of equipment to expand resin blade  capacity and office
              machine purchases for the Malaysian facility.



<PAGE>







II.      Results of Operations

         Net sales for the quarter ended July 31, 1997 were $512,177 as compared
to $370,535  for the  comparable  period  ending July 31,  1996,  an increase of
approximately  38.2%.  During  the  quarter,  the  Company  experienced  a 14.6%
increase in the sales of its ceramic  lines and a 14.4%  increase in its scribes
line as the main contributors to this improvement.
         The quarter's net sales results was its highest quarter in its history.
Management  believes  this  continues  to portend a record  annual sales for the
current  fiscal  year.  This  belief is  supported  by the  current  bookings of
$497,000, slightly higher than the last quarter's $468,430 at a comparable point
in time.
         The Company's  gross profit  margin for the second  quarter of 1997 was
63.3%, a reduction of 11.2% as compared to the first quarter of 1996 when it was
71.3%. On the other hand, the selling,  general and administrative  expense as a
percentage of sales decreased by 9.6% to 56.5%.
         The gross profit margin impact due,  Management  believes  primarily to
the  satisfaction of certain one time  obligations and the greater volume of low
profit margin products,  however,  had a greater affect so that, in spite of the
higher  sales  level,   income  from   operations  for  the  two  quarters  were
approximately the same,  $34,837 for the 1997 quarter as compared to $32,769 for
the 1996  quarter,  or only 6.3% higher.  Management  believes  that income from
operations is the key statistic in evaluating the Company's  profitability since
the utilization of a non-cash income tax deferred benefit distorts net income.
         For the six months ended July 31, 1997 compared to the six months ended
July 31, 1996,  net sales  increased to $934,780 from  $747,002 or 25.1%,  gross
profit  margins  dipped a  little  while  selling,  general  and  administrative
expenses  improved  somewhat.  The impact of these  offsetting cost factors left
income from operations at approximately the same level; namely: $90,484 for


<PAGE>







the six months ended July 31, 1997 and $94,255 for the six months ended July 31,
1996 or 4.0% lower in 1997.  Again, the $44,803 net income in the 1997 half year
was  lessened by a non-cash  deferred  income tax benefit of $26,564,  while the
$76,353 net income in the 1996 half year was not.
         For the remainder of fiscal year 1997, Management  anticipates that net
sales will  continue at the same high levels so that they  believe net sales can
reach  an  annual  record  high of  approximately  $2.0  million.  Additionally,
Management  feels that income from  operations  will also reach a record high of
approximately $200,000. It bases this projection on:
            1.   The current  level of bookings  and the strong  indications  of
                 follow-on orders noted by its customers.
            2.   Whereas during the second quarter of 1997 DTI Technology,  SDN,
                 BHD, its  Malaysian  subsidiary,  reflected  six month sales of
                 only  $23,753 and a loss of $6,760,  it will  shortly  begin to
                 fill its $106,000 backlog, part of the Company's aforementioned
                 $497,000 total, mostly consisting of dressers and resin blades.
            3.  The   essentially   completed   satisfaction   of  the  one-time
            obligations.  4. The  anticipated  growth of the higher gross profit
            product lines.
III.     Liquidity and Capital Resources
         At July 31, 1997,  the  Company's  current ratio (i.e.  current  assets
divided  by  current  liabilities)  stood at 2.69:1,  as  compared  to 1.96:1 at
January 31, 1997 and 1.84:1 in the comparable  quarter ended July 31, 1996. This
more than satisfactory  classical measure of a company's ability to meet current
obligations and any possible reduction of current assets reflects  positively on
the  Company's  liquidity  and  resources  for its  level of  business  and will
contribute to more than satisfying its suppliers of goods and services.
         During the second  quarter of fiscal  1997,  the  Company  made a final
payment on a long term bank loan. At the same time, it began an effort to


<PAGE>






effect a new relationship with another bank more applicable to its size and type
of business  operation.  It  believes  that it is about to enter into a suitable
arrangement  with a new  bank  offering  it a line of  credit  of  approximately
$200,000 and,  possibly,  a term loan.  The Company feels that this will be most
timely considering its anticipated growth needs.
         As  regards  investment  financing,  on the  other  hand,  the  Company
believes that a part of its growth will come from substantial  acquisitions made
both in the United States and overseas.  It has  instituted a search program for
opportunities both in Malaysia (tied into operation of DTI) and locally.  In the
two instances, both funding and the acceptance of its common stock by sellers of
candidate companies are not certain and could be mitigating factors.
       During the quarter ended July 31, 1997, the Company purchased $12,000 of
equipment and office machines as previously explained.  As at the end of the
quarter, there were no immediate material commitments for capital
expenditures, except in connection with potential acquisitions.
IV.      Inflationary Impact
         Since the  inception of  operations,  inflation  has not  significantly
affected the operating results of the Company.  However,  inflation and changing
interest  rates  have in the past had a  significant  effect in the  economy  in
general,  and,  therefore,  could effect the operating results of the Company in
the future.


<PAGE>



                                 SIGNATURES




In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on it behalf by the undersign, thereunto duly
authorized.


                                                       SEMICON TOOLS, INC.
Date: September 8,1997                                 (Registrant)


                                       By_/s/Eugene J. Pian
                                       --------------------
                                       Eugene J. Pian, President and Principal
                                                       Executive Officer



                                       By_/s/Craig Pian 
                                       -----------------
                                       Craig Pian, Vice President,Treasurer,
                                                   Principal Finanical and 
                                                   Accounting Officer