SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                  FORM 10-QSB/A

              (X)     Quarterly Report Pursuant to Section 13 or 15(d)
                        of the Securities Exchange Act of 1934

                      For the quarterly period ended      April 30, 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 June 4, 1997

Common Stock, par value $.001
 per share                                               9,367,500




<PAGE>





























                                      INDEX


Part I.   Financial Information


   Item 1.  Condensed consolidated financial statements:

         Balance sheet as of April 30, 1997                              F-2

         Consolidated statement of operations for three months
           ended April 30, 1997 and 1996                                 F-3

         Consolidated statement of cash flows for three months
           ended April 30, 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 - APRIL 30, 1997
                                   (UNAUDITED)





                                     ASSETS





Current assets:
  Cash                                                         $   72,459
  Accounts receivable, less allowance
   for doubtful accounts of $6,500                                169,778
  Note receivable, officer                                         59,688
  Inventory                                                       352,942
  Prepaid expenses and other assets                                78,031
  Deferred tax asset, current portion                              31,250
                                                                 ----------

    Total current assets                                          764,148
                                                                  -------

Property and equipment                                            373,836
                                                                  -------

Other assets:
   Security deposits                                               14,885
   Goodwill, net of amortization                                  101,399
   Deferred tax asset, net of current portion                      50,007
                                                                 ----------

                                                                  166,291
                                                                  -------

                                                               $1,304,275
                                                               ==========



                      LIABILITIES AND SHAREHOLDERS' EQUITY


Current liabilities:
  Current portion of long-term debt                           $   38,054
  Accounts payable                                                90,806
  Accrued interest                                               115,764
  Payroll taxes payable                                            2,613
                                                               ----------

   Total current liabilities                                     247,237
                                                                 -------

Long-term debt, net of current portion                           277,794
                                                               ----------

Commitments and contingencies

Shareholders' equity:
  Common stock par value $.001; 100,000,000
   shares authorized; 9,367,500 shares issued and
   outstanding                                                    9,368
  Additional paid in capital                                  2,517,945
  Retained earnings (deficit)                               ( 1,748,069)
                                                             ----------

                                                                779,244
                                                                -------

                                                             $1,304,275
                                                             ==========

     See notes to condensed consolidated financial statements.
                                                                           F-2


<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS)

                   THREE MONTHS ENDED APRIL 30, 1997 AND 1996
                                   (UNAUDITED)











                                                    1997              1996
                                                    ----              ----

Net sales                                     $   422,603         $  376,467

Cost of sales                                     125,236            103,577
                                               -----------         ----------

Gross profit                                      297,367            272,890

Selling, general and administrative expenses      241,720            211,404
                                               -----------         ----------

Income from operations                             55,647             61,486

Other charge, interest expense                      9,825             11,191
                                               -----------         ----------

Income before income taxes                         45,822             50,295

Income taxes                                       12,495                  0
                                               -----------         ----------

Net income                                    $    33,327         $   50,295
                                               ===========         ==========

Earnings per common share:                          0.003              0.009
                                                    =====              =====   
                                        
Weighted average number of common shares
 outstanding                                   11,367,500          5,381,667
                                               ==========         ==========



















     See notes to condensed consolidated financial statements.
                                                                       F-3


<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                   THREE MONTHS ENDED APRIL 30, 1997 AND 1996
                                   (UNAUDITED)







                                                          1997           1996
                                                          ----           ----
Cash flows from operating activities:
  Net income                                           $ 33,327       $ 50,295
  Adjustments to reconcile net income to
   cash provided from operating activities:
    Depreciation and amortization                        10,311          3,373
    Changes in operating assets and liabilities:
      Accounts receivable                             (   7,339)     (  17,608)
      Inventories                                     (  13,390)     (   9,121)
      Prepaid expenses and other current assets          28,259         31,300
      Accounts payable, accrued expenses and
       payroll taxes payable                          (   9,413)     ( 131,646)
      Deferred tax asset                                 12,495
                                                        --------     ----------

      Net cash provided from (used in) operating
       activities                                        54,250     (  73,407)
                                                       --------      ---------

Investing activities:
  Purchase of property and equipment                 (   5,212)
  Increase in note payable, officers                 (  59,668)
                                                      --------

      Net cash used in investing activities          (  64,880)
                                                      --------

Financing activities:
  Proceeds from sale of stock                                         110,625
  Decrease in notes payable
  Decrease in notes payable, shareholders            (  25,000)     (   2,415)
  Payment of debt                                    (   8,245)     (  11,565)
                                                      --------       --------

  Net cash provided from (used in) financing
   activities                                        (  36,245)        96,645
                                                       --------       --------

Net increase (decrease) in cash                      (  43,875)        23,238

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

Cash, end of period                                   $ 72,459       $ 62,104
                                                      ========        ========

Supplemental disclosures of cash flow information:
Cash paid during the year for:
  Interest                                            $      0       $  2,712
                                                       ========       ========
  Income taxes                                        $      0       $      0
                                                       ========       ========










     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                                   $580,104
        Other equipment                                            270,984
        Office equipment                                            20,535
                                                                   --------
                                                                   871,623
        Less accumulated depreciation                              497,787
                                                                   -------

                                                                  $373,836
                                                                  ========








                                                                          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
    $32,882 as of April 30, 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:



                           April 30, 1998                           $38,568
                           April 30, 1999                             3,214
                                                                     -------
                                                                     $41,782
                                                                     =======


      Rent expense for the three months  ended April 30, 1997 and 1996  amounted
      to $9,642.

    The Company also leases three  vehicles  under  operating  leases with terms
    expiring through 1998. Total lease expense was $7,838 and $3,969 for the
    three months ended April 30, 1997 and 1996, respectively.

      Future minimum rentals are as follows:


                           April 30, 1998                          $24,425
                           April 30, 1999                           13,696
                                                                    -------
                                                                   $38,121
                                                                   =======


      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
    Pesident and Vice President.  The term of the agreements  covers two one
    year periods expiring on January 31, 1998. 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  consolidated  gross
    sales. Each employee also received 1,000,000 stock options at $.10. None
    of these options had been exercised as of April 30, 1997.




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


        Note payable, Citibank   (a)     10%                 $ 3,856      1997

        Note payable, shareholder (b)    10%     $132,794     34,198      2001

        Note payable, shareholders(c)  13.5%-15%  145,000                 1998
                                                 --------     -------
                                                 $277,794     $38,054
                                                 ========     =======













                                                                        F-7


<PAGE>



                      SEMICON TOOLS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS










6.  Long-term debt (continued):


      (a)       Note payable to Citibank is payable in monthly  installments of
                $3,855 including  interest.  The note is  collateralized by all
                assets  of  the  Company  and   guaranteed   by  its  principle
                shareholder.

      (b)      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%.

      (c)       Notes payable to two  shareholders  in the aggregate  amount of
                $145,000.  These notes are  subordinate  to the borrowing  from
                Citibank and will become due when the bank is paid in full.



      The maturities of these loans are as follows:


                           April 30, 1998                           $190,229
                           April 30, 1999                             37,779
                           April 30, 2000                             41,735
                           April 30, 2001                             46,105
                                                                    --------

                                                                    $315,848
                                                                    ========




7.    Income taxes:

    As of April 30, 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                                     $     0       $      0
            Deferred                                     12,495              0
                                                        -------        --------
                 Total benefit                          $12,495       $      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                              $15,578            0
            Foreign income                               (  3,083)
                                                          -------       -------

            Income tax expense                            $12,495            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             $526,255     $570,000
                                                          --------     --------

                 Total deferred tax asset                  526,255      570,000

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

                                                          $ 81,255    $      0
                                                          ========     ========



8.  Computation of earnings per share:

                                                           1997           1996
                                                           ----           ----

         Weighted average number of common
           shares outstanding                           9,367,500     5,381,667

         Assumed conversion stock options               2,000,000
                                                        ---------    ----------

         Weighted average number of common
           shares outstanding                           11,367,500    5,381,667
                                                        ==========    =========




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>





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


          I.     Financial Condition

                 The   Company's    financial   condition   has   steadily   and
significantly  continued to improve so that its latest Dun and Bradstreet rating
of 1A2 now reflects a more than adequate "Good".

                 Reflecting its successful and profitable  operating  results, a
comparison of the Balance Sheet at April 30, 1997 to January 31, 1997 indicates:

               1.  Total  assets  increased by 1.2% to  $1,304,275  and
                   current  assets   increased  by  4.5%  to  $764.148,
                   generally   due  to  higher  sales  volume  and  the
                   profitable operation.

               2.  Current liabilities decreased by 5.1% due to the following:
                   a.   Accounts payable increased by 9.1% because of cumulative
                        effect of the higher sales volume.

                   b.   Completion of repayment of bank debt eliminated debt
                         payments due.

                   c.   Restructuring of notes payable to shareholders, as
                        negotiated, altered interest and payable elements (see
                        Financial Note 6).

             Other Balance Sheet Comparisons for the same two periods are:
               1.    Long term debt, net of current position, increased by 63.4%
                      as part of the aforementioned notes payable restructuring.

               2.    Cash decreased by $43,875 or 60.6%. This was primarily due
                     to a $59,668 note receivable from a Company officer.
                     This amount will be repaid during the second quarter
                     of 1997.

    II.     Results of Operations

                Net sales for the quarter ended April 30, 1997 were $422,603 as
compared to  $376,467  for the  comparable  period  ending  April 30,  1996,  an
increase of approximately 12.1%. The Company experienced a 13.3% increase in its
ceramic  lines  and a 10.1%  increase  in its  dicing  blade  lines  as the main
contributor to this improvement.



<PAGE>





                                                        -2-

                The  quarter's  net sales results was its highest first quarter
in its history,  second only to the preceding quarter.  Management believes this
portends a record  annual  sales for the  current  fiscal  year.  This belief is
supported by the first quarter  bookings  record of $468,430,  31.9% higher than
the  comparable  period of the preceding  year and 6.5% higher than the previous
quarter.
                 The Company's gross profit margin for the first quarter of 1997
remained  approximately  at the same high level as compared to the first quarter
of 1996 (2.8% lower). Similarly, the selling, general and administrative expense
as a percentage of sales increased by only 2.0%, a nominal change.  However,  as
compared to the record high  preceding  quarter for sales and profit,  the first
quarter ended April 30, 1997 yielded a slightly higher gross profit margin and a
slightly lower S, G & A expense percentage of sales, both improvements.
                 Nevertheless,  when  comparing the quarter ended April 30, 1997
to that ended  April 30,  1996,  the latter  mentioned  slight  changes in Gross
Margin and S, G & A expense as a percentage of sales saw income from  operations
at $55,647  compared to $61,486 or a 9.5% decrease.  Management does not believe
this to be  significant  on the face of it,  especially  in view of its bookings
experience and its plans for product expansion by its Malaysian subsidiary.  DTI
Technology,  SDN, BHD,  which  experienced a small  operating  profit during the
quarter,  has plans for the manufacture of tools for the jewelry  industry and a
full line of dressers, both of which should be marketed in the Far East.
                  Management  feels that a net  income  comparison  between  the
first  quarters of 1997 and 1996 is not as significant as that of the comparison
of income  from  operations  above.  The net income of  $33,327 in 1997's  first
quarter was impacted by a non-cash  provision for taxes of $12,495 and, although
33.7%  decreased  from  1996's  first  quarter's  net  income of  $50,295,  such
comparison could be misleading.



<PAGE>



                                                        -3-

        III.     Liquidity and Capital Resources
                 At April 30, 1997,  the Company's  current ratio (i.e.  current
assets divided by current liabilities) stood at 3.09:1, as compared to 1.96:1 at
January 31, 1997 and 1.08:1 in the  comparable  quarter  ending  April 30, 1997.
This  classical  measure  of a  company's  ability to meet  current  obligations
reflects  positively  on the  Company's  liquidity and resources for the current
level of business and will  contribute to more than  satisfying its suppliers of
goods and services.
                 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 an aggressive program in Malaysia which is tied
into the operation of DTI. Locally,  the Company is also seeking  opportunities.
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  ending  April  30,  1997,   property  and
equipment  expenditures  amounted  to a  nominal  $5,222.  As at the  end of the
quarter, there were no 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 had a  significant  effect in the economy in
general and therefore  could affect 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 its behalf by the undersigned, thereunto duly 
 authorized.
                                                   SEMICON TOOLS, INC.
                                                    (Registrant)


Date: June 12,1997  
                                        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