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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                                  FORM 10-QSB
                        Quarterly or Transitional Report

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      FOR THE QUARTER ENDED JUNE 30, 1997

                                       or

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 2-29987

                         UPWARD TECHNOLOGY CORPORATION
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                  <C>                              <C>
     NEW YORK                                                                                    11-1714403
     --------                                                                                    ----------
(State or other jurisdiction of                                                       (IRS Employer Identification No.)
incorporation or organization)

301 CITY AVENUE, BALA CYNWYD, PA                                                                    19004
--------------------------------                                                                    -----
(Address of principal executive offices)                                                         (Zip Code)

                                                             215 667-8225
                                                             ------------
                                                     (Issuer's telephone number)
</TABLE>

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes     X      No         
    --------     ---------

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         The number of shares outstanding of the issuer's common stock as of
March 31, 1997 was 8,100,000.

Transitional Small Business Disclosure Format (check one): Yes    No X 
                                                              ---   ---
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                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION:                                                        PAGE NO.
<S>                                                                                       <C>
         ITEM 1.  Balance Sheets as of June 30, 1997               
                  and June 30, 1996                                                       3
                                                                  
                  Statements of Operations                        
                  Three Months Ended June 30, 1997                
                  and June 30, 1996                                                       4
                                                                  
                  Statement of Cash Flows                         
                  Three Months Ended June 30, 1997                
                  and June 30, 1996                                                       5
                                                                  
                  Notes to Financial Statements                                           6

         ITEM 2.  Management's Discussion and
                  Analysis of Financial Condition
                  and Results of Operations                                               7

PART II - OTHER INFORMATION:

         ITEM 1.  Legal Proceedings                                                       8

         ITEM 2.  Changes in Securities                                                   8

         ITEM 3.  Defaults Upon Senior Securities                                         8

         ITEM 4.  Submission of Matters to a Vote                                         8
                  of Security Holders         

         ITEM 5.  Other Information                                                       8

         ITEM 6.  Exhibits and Reports on Form 8-K                                        8

                  Signatures                                                              9
</TABLE>

                                      2
<PAGE>   3
                                                   UPWARD TECHNOLOGY CORPORATION

                      STATEMENTS OF ASSETS, LIABILITIES AND STOCKHOLDER'S EQUITY





<TABLE>
<CAPTION>

June 30,                                                1997           1996
---------------------------------------------------------------------------
<S>                                             <C>            <C>

ASSETS

CURRENT
  Cash and cash equivalents                      $   198,040    $   202,751
  Prepaid expenses                                       422            422
---------------------------------------------------------------------------

TOTAL ASSETS                                     $   198,462    $   203,173
===========================================================================



LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT
  Accrued liabilities                            $       --     $     4,221
---------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                --           4,221
---------------------------------------------------------------------------

STOCKHOLDER'S EQUITY
  Common stock, par value $.02 per share
    Authorized 24,000,000 shares
    Issued and outstanding 8,100,000 shares          162,000        162,000
  Additional paid-in capital                       1,983,208      1,983,208
  (Deficit)                                       (1,946,746)    (1,946,256)
---------------------------------------------------------------------------

TOTAL STOCKHOLDER'S EQUITY                           198,462        198,952
---------------------------------------------------------------------------

                                                 $   198,462    $   203,173
===========================================================================
</TABLE>



                    See accompanying independent accountants' compilation report
                                               and note to financial statements.



                                                                               3
<PAGE>   4




                                                   UPWARD TECHNOLOGY CORPORATION

                                   STATEMENTS OF REVENUE, EXPENSES AND (DEFICIT)






<TABLE>
<CAPTION>


Six months ended June 30,                                1997           1996
----------------------------------------------------------------------------

<S>                                              <C>           <C>

REVENUE
  Interest income                                 $     4,198    $     4,855
----------------------------------------------------------------------------

EXPENSES
  Administrative                                        4,879          4,268
----------------------------------------------------------------------------

NET (LOSS) INCOME                                        (681)           587

(DEFICIT), at beginning of period                  (1,946,065)    (1,946,843)
----------------------------------------------------------------------------

(DEFICIT), at end of period                       $(1,946,746)   $(1,946,256)
============================================================================

GAIN (LOSS) PER SHARE                             $       .00    $       .00
============================================================================

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING       8,100,000      8,100,000
============================================================================
</TABLE>


                           See accompanying independent accountants' compilation
                                        report and note to financial statements.


                                                                              4
<PAGE>   5



                                                   UPWARD TECHNOLOGY CORPORATION

                                                        STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>

Six months ended June 30,                                  1997           1996
------------------------------------------------------------------------------

<S>                                              <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss) income                                  $     (681)  $       587
  (Decrease) in accrued liabilities                      (7,546)       (3,779)
------------------------------------------------------------------------------


NET CASH (USED IN) OPERATING ACTIVITIES                  (8,227)       (3,192)

CASH AND CASH EQUIVALENTS, at beginning of period       206,267       205,943
------------------------------------------------------------------------------


CASH AND CASH EQUIVALENTS, at end of period          $  198,040    $  202,751
==============================================================================
</TABLE>


                           See accompanying independent accountants' compilation
                                        report and note to financial statements.



                                                                               5

<PAGE>   6



                                                   UPWARD TECHNOLOGY CORPORATION

                                                    NOTE TO FINANCIAL STATEMENTS



1.    BASIS OF                 The accompanying unaudited financial statements
      PRESENTATION             have been prepared in accordance with generally
                               accepted accounting principles for interim
                               financial reporting and instructions to Form
                               10-QSB and of Regulation S-B (including Item
                               310(b) thereof). These statements do not include
                               all of the information and footnotes required by
                               generally accepted accounting principles for
                               complete financial statements. These statements
                               should be read in conjunction with the audited
                               financial statements for 1996 included in the
                               Company's Form 10-KSB Annual Report to the
                               Securities and Exchange Commission. In the
                               opinion of management, all adjustments necessary
                               (consisting only of normal recurring accruals)
                               for a fair presentation have been made to the
                               accompanying financial statements for the interim
                               periods.

                               The results of operations for the six months
                               ended June 30, 1997 are not necessarily
                               indicative of results to be expected for the
                               entire year ending December 31, 1997.





                                                                              6
<PAGE>   7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

         The following discussion and analysis provides information which the
Company's management believes is relevant to an assessment and understanding of
the Company's results of operations and financial condition.  This discussion
should be read in conjunction with the financial statements and notes thereto
included elsewhere herein.

RESULTS OF OPERATIONS 

         The Company, having sold its operating assets in 1989, had no
operations for the quarter ending June 30, 1997.  Although the Company is
spending only minimum amounts to keep current with required Exchange Act
filings and stock transfers, declining interest rates being paid by Government
Bond Funds continue to erode the Company's principal asset, cash equivalents.

         Management is continuing to search for a suitable merger partner that
can utilize our public vehicle. There is no assurance that a suitable partner
will be found in the near future, although management continues to review
business plans of companies seeking such a combination.

LIQUIDITY AND CAPITAL RESOURCES

                 All assets are invested in a liquid U.S. Government securities
fund. The Company's working capital and cash position at June 30, 1997 is
approximately $198,000.  Because the regulatory and accounting expenses for
maintaining the corporate structure exceeds the low interest yield on the
Company's cash deposits, liquidity can be expected to diminish.





                                       7
<PAGE>   8

                          PART II - OTHER INFORMATION


         ITEM 1. LEGAL PROCEEDINGS
                 None

         ITEM 2. CHANGES IN SECURITIES
                 None

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES
                 None

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
                 SECURITY HOLDERS
                 None

         ITEM 5. OTHER INFORMATION
                 None

         ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
                 None





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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, duly authorized at Bala Cynwyd, Pennsylvania on the 14th day of
August, 1997.



                                   UPWARD TECHNOLOGY CORPORATION
                                   
                                   
                                   
                                   
                                   BY:      /s/ ALBERT M. ZLOTNICK
                                      ----------------------------
                                            Albert M. Zlotnick, President
                                            and Chief Executive Officer
                                   
                                   
                                   
                                   
                                   BY:      /s/ IRVING I. LASSOFF
                                            ---------------------
                                            Irving I. Lassoff, Secretary, 
                                            Treasurer Principal Financial 
                                            Officer





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