U.S. 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 quarter ended March 31, 1997

                                         OR

            [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934
                          Commission file number 33-30365-C
                                    ------------


                          EMERALD CAPITAL INVESTMENTS, INC.
             (Name of Small Business Issuer as specified in its charter)

                     Delaware                            36-3693936
                    ----------                          ------------
          (State or other jurisdiction of             (I.R.S. employer
           incorporation or organization)              identification No.)



               330 East Main Street, Suite 206, Barrington, IL 60010
                      (Address of principal executive offices)

          Registrant's telephone no., including area code: (708) 990-0244


                                        N/A

           Former name,  former address,  and former fiscal year, if changed
                                   since last report.


     Securities registered pursuant to Section 12(b) of the Exchange Act: None

     Securities registered pursuant to Section 12(g) of the Exchange Act: None



Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Exchange  Act 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
 .

Common Stock  outstanding at May 14, 1997 - 5,808,698  shares of $.001 par value
Common Stock.

                     DOCUMENTS INCORPORATED BY REFERENCE: NONE





<PAGE>



                                 FORM 10-QSB

                      FINANCIAL STATEMENTS AND SCHEDULES
                       EMERALD CAPITAL INVESTMENTS, INC.


                     For the Quarter ended March 31, 1997


      The following financial statements and schedules of the registrant and its
      consolidated subsidiaries are submitted herewith:


                        PART I - FINANCIAL INFORMATION
                                                                     Page of
                                                                   Form 10-QSB

Item 1Financial Statements:

            Balance Sheet--March 31, 1997                                    3

            Statements of Operations--for the three months
            ended March 31, 1997 and March 31, 1996                          4

            Statements of Cash Flows--for the three months
            ended March 31, 1997 and March 31, 1996                          5
            Notes to Financial Statements                                    6

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


                          PART II - OTHER INFORMATION

                                                                          Page
Item 1.     Legal Proceedings                                                9
Item 2.     Changes in the Securities                                        9
Item 3.     Defaults Upon Senior Securities                                  9
Item 4.     Results of Votes of Security Holders                             9
Item 5.     Other Information                                                9
Item 6(a).  Exhibits                                                         9
Item 6(b).  Reports on Form 8-K                                              9

                                      2

<PAGE>


                        EMERALD CAPITAL INVESTMENTS, INC.
                          (A Development Stage Company)
                      Consolidated Balance Sheet (Unaudited)

                                                          March 31, 1997
------------------------------------------------------------------------------





         Assets

Current assets - cash                                       $     10,222
                                                            ------------


------------------------------------------------------------------------

         Liabilities and Stockholders' Equity

Stockholders' equity:
   Common stock - $.001 par value. 100,000,000 shares
     authorized; 5,808,698 shares issued and outstanding,
     respectively                                                  5,809
   Additional paid-in capital                                  2,600,656
   Retained deficit                                           (2,596,243)
                                                            ------------

            Total stockholders' equity                            10,222
                                                            ------------

            Total liabilities and stockholders' equity      $     10,222
                                                            ------------







------------------------------------------
See accompanying notes to financial statements.

                                            3

<PAGE>


                        EMERALD CAPITAL INVESTMENTS, INC.
                          (A Development Stage Company)

                        Statement of Operations (Unaudited)


------------------------------------------------------------------------------




                                                             Cumulative
                                                              Amounts
                                                               Since
                                                            December 29,
                                                                1995
                                                             (Commence-
                                       Three Months Ended   ment of the
                                           March 31,        Development
                                    ------------------------
                                        1997        1996       Stage)
                                    ------------------------------------

Revenue                             $     -     $     -     $     -

Selling, general and administrative     2,515        376        13,113
                                    ------------------------------------

      Net loss                      $  (2,515)  $    376    $  (13,113)
                                    ------------------------------------

      Net loss per share            $    (.00)  $   (.00)   $     (.00)    
                                    ------------------------------------

Weighted average # of shares         5,809,000   5,809,000     5,809,000
  outstanding
                                    ------------------------------------









------------------------------------------
See accompanying notes to financial statements.

                                   4

<PAGE>


                                       EMERALD CAPITAL INVESTMENTS, INC.
                          (A Development Stage Company)

                                     Statement of Cash Flows (Unaudited)


------------------------------------------------------------------------------





                                                             Cumulative
                                                              Amounts
                                                               Since
                                                            December 29,
                                                                1995
                                                             (Commence-
                                       Three Months Ended   ment of the
                                           March 31,        Development
                                    ------------------------
                                        1997        1996       Stage)
                                    ------------------------------------
Cash flows from operating activities:
   Net loss                         $  (2,515)   $  (376)    $  (13,113)
   Decrease in accounts receivable        -        30,000        30,000
   Decrease in accounts payable           -        (6,665)       (6,665)
                                    ------------------------------------

     Net cash (used in) provided by
      operating activities             (2,515)     22,959        10,222

Cash flows from investing activities      -          -             -
                                    ------------------------------------

Cash flows from financing activities      -          -             -
                                    ------------------------------------

            Net (decrease) increase
            in cash                    (2,515)     22,959       10,222

Cash, beginning of year                12,737        -             -
                                    ------------------------------------

Cash, end of year                   $  10,222    $ 22,959    $  10,222
                                    ------------------------------------






------------------------------------------
See accompanying notes to financial statements.

                                   5

<PAGE>


                        EMERALD CAPITAL INVESTMENTS, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements


------------------------------------------------------------------------------





(1)   The unaudited financial statements include the accounts of Emerald Capital
      Investments,  Inc.,  and include  all  adjustments  (consisting  of normal
      recurring  items)  which are, in the opinion of  management,  necessary to
      present fairly the financial position as of March 31, 1997 and the results
      of operations and cash flows for the three months ended March 31, 1997 and
      1996.  The results of operations for the three months ended March 31, 1997
      are not  necessarily  indicative  of the  results to be  expected  for the
      entire year.

(2)   Loss  per  share  is  based  on the  weighted  average  number  of  shares
      outstanding during the period.







------------------------------------------------------------------------------


                                   6

<PAGE>


                        EMERALD CAPITAL INVESTMENTS, INC.
                          (A Development Stage Company)

                                 ITEM 2

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

General

       The Company currently has no operations.  Prior to December 29, 1995, the
Company had been involved in the business of recycling used tires and designing,
manufacturing and marketing  shredding  equipment.  The Company's tire recycling
and shredding  equipment  operations were unsuccessful and the Company generated
significant  losses  during 1994 and 1995.  During  1995 the Company  funded its
operations  with loans from a commercial  banks,  from management and from other
individuals.  By November  1995,  the Board of Directors had concluded  that the
Company did not have the capital, or the ability to obtain capital, necessary to
continue its current  operations.  The  Company's  Board of Directors  initiated
efforts to sell the Company's WRTI and CTR  operations.  The Company was able to
interest one of its directors and several other  individuals in purchasing  WRTI
and CTR.

   Effective  December 29, 1995,  the Company sold all of its shares of WRTI and
CTR for $30,000 and the payment and or assumption of liabilities. As a result of
such sale, the Company's total liabilities,  on a consolidated basis,  decreased
from $1,758,308 to $6,665.

   The  Company  currently  has no active  business  operations  and is  seeking
investments in other business entities.

 Financial Condition

    Total assets at March 31, 1997 were $10,222, all of which was cash. At March
31, 1997, the Company had no liabilities. The Company intends to use its cash to
pay for various  filing fees and  professional  fees  relating to its  reporting
obligations  and to fund the costs  which may arise from  seeking  new  business
opportunities.

   It is likely that the Company will be required to raise additional capital in
order to attract and potential acquisition partner but there can be no assurance
that the Company will be able to raise any additional capital. It is also likely
that any future  acquisition  will be made through the issuance of shares of the
Company's  common  stock  which will result in the  dilution  of the  percentage
ownership of the current shareholders.




                                   7

<PAGE>


                                       EMERALD CAPITAL INVESTMENTS, INC.
                          (A Development Stage Company)

Results of Operations

   The  Company  has  generated  no  revenues  since  the  sale of the  WRTI/CTR
operations  and assets.  The Company will not generate  any  revenues,  if ever,
until and  unless it  merges  with an  operating  company  or raises  additional
capital for its own  operations.  There can be no assurance  that either of such
events will happen.

   The Company's total loss for the three months ended March 31, 1997 was $2,515
compared to $376 for the three  months  ended March 31,  1996.  The  increase in
costs is attributed  to SEC filings and to costs related to potential  review of
potential acquisition candidates.

Plan of Operation

   The Company  currently has no operations.  The Company believes that in order
to commence active operations, it must acquire an operating company. The Company
intends to look for,  investigate  and,  if  warranted,  acquire an  interest in
another company ("Potential Business  Opportunity").  As of the date hereof, the
Company has entered  into a  non-binding  Letter of Intent with a Florida  based
corporation  which involves a potential  acquisition  transaction with one party
however,  there is no  assurance  that the  Letter  of Intent  will  result in a
definitive  agreement.  If  these  discussions  do not  result  in a  definitive
agreement,  the  Company  will  continue  to look for other  Potential  Business
Opportunities.  It is  likely  that  the  Company  will  be  required  to  raise
additional funds in order to attract a Potential Business Opportunity. There can
be no  assurance  that the Company will be able to raise  additional  capital in
sufficient  amounts  to  enable  it to  acquire a  suitable  Potential  Business
Opportunity.

   In  some  instances,   a  Potential  Business  Opportunity  may  involve  the
acquisition  of or merger  with a  corporation  which does not need  substantial
additional  cash but which desires to establish a public  trading market for its
Common Stock. Some companies with Potential  Business  Opportunities may seek to
become a public company through merging with, being acquired by or selling their
assets to an existing public company. There are numerous reasons why an existing
privately-held company would seek to become a public company through a merger or
acquisition rather than doing its own public offering. Such reasons include, but
are not limited to,  avoiding  the time  delays  involved in a public  offering;
retaining  a larger  share  of  voting  control  of the  publicly-held  company;
reducing the cost factors  incurred in becoming a public  company;  and avoiding
any  dilution  requirements  set  forth  under  various  states'  blue sky laws.
Although there is not currently a public market for the Company's  common stock,
the Company is a reporting company and does have a base of public shareholders.


                                   8

<PAGE>


                        EMERALD CAPITAL INVESTMENTS, INC.
                          (A Development Stage Company)

   The Company  does not propose to restrict its search for  Potential  Business
Opportunities to any particular  industry or any particular  geographic area and
may, therefore,  engage in essentially any business to the extent of its limited
resources.  It is anticipated that knowledge of Potential Business Opportunities
will be made known to the Company by various sources, including its officers and
directors,  professional advisors such as attorneys and accountants,  securities
broker-dealers,  venture capitalists,  members of the financial  community,  and
others who may present  unsolicited  proposals.  The Company may compensate such
parties for services rendered.

   There can be no  assurance  that the  Company  will ever  acquire a Potential
Business  Opportunity.  Even  if the  Company  is able to  acquire  a  Potential
Business  Opportunity,  there can be no assurance that any such acquisition will
be profitable to the Company or its Stockholders.  Stockholders  should be aware
that an  investment  in the Company could result in a total loss of an investors
investment.

   The analysis of a Potential  Business  Opportunity  will be  undertaken by or
under the supervision of the officers and directors of the Company.  Inasmuch as
the  Company  will have only  limited  funds  available  to it in its search for
Potential  Business  Opportunities,  the  Company  will  not be able  to  expend
significant funds on a complete and exhaustive investigation of such business or
opportunity.  The Company will,  however,  investigate,  to the extent  believed
reasonable by its management, such Potential Business Opportunities.

   Prior to making a decision to acquire or participate in a Potential  Business
Opportunity,  the Company will obtain written materials  regarding the Potential
Business  Opportunity  containing  such  items  as a  description  of  products,
services,  and  company  history;  management  resumes;  financial  information;
available  projections  with  related  assumptions  upon  which  they are based;
evidence of existing  patents,  trademarks,  or service marks or rights thereto;
present any proposed  forms of  compensation  to  management;  a description  of
transactions  between the prospective  entity and its affiliates during relevant
analysis  of risks and  competitive  conditions;  and other  information  deemed
relevant.

   It is  anticipated  that the  investigation  of specific  Potential  Business
Opportunities  and  the  negotiation,   drafting,   and  execution  of  relevant
agreements, disclosure documents, and other instruments will require substantial
management time and attention and substantial costs for accountants,  attorneys,
and others.  If a decision is made not to  participate  in a specific  Potential
Business   Opportunity,   the  costs   theretofore   incurred   in  the  related
investigation  would not be  recoverable.  Furthermore,  even if an agreement is
reached for the participation in a specific Potential Business Opportunity,  the
failure to consummate that  transaction may result in the loss to the Company of
the related costs incurred.


                                   9

<PAGE>


                        EMERALD CAPITAL INVESTMENTS, INC.
                          (A Development Stage Company)

   The Company will have  unrestricted  flexibility in seeking,  analyzing,  and
participating in Potential Business  Opportunities.  In its efforts, the Company
will consider the following kinds of factors:

     (a)Potential for growth,  indicated by new technology,  anticipated  market
expansion, or new products;

     (b)Competitive  position  as  compared  to other  firms  engaged in similar
activities;

   (c)Strength of management;

   (d)Capital requirements and anticipated  availability of required funds to be
      provided  by the  Company  from  future  operations  through  the  sale of
      additional  securities,  through joint ventures or similar arrangements or
      from other sources;

   (e)Other relevant factors.

   The  Company is unable to predict  when,  or if, it may  acquire a  Potential
Business  Opportunity.  It  expects,  however,  that the  analysis  of  specific
proposals and the selection of a Potential Business Opportunity may take several
months or more.

   The  manner  in  which  the  Company  participates  in a  Potential  Business
Opportunity will depend upon the nature of the opportunity, the respective needs
and  desires  of the  Company  and the  promoters  of the  opportunity,  and the
relative negotiating strength of the Company and such promoters.  The exact form
or structure of the Company's  participation in a Potential Business Opportunity
or venture will be dependent  upon the needs of the  particular  situation.  The
Company's  participation  may be structured as an asset  purchase  agreement,  a
lease,  a license,  a joint venture,  a partnership,  a merger or acquisition of
securities.  Generally,  issuance of the Company's  securities in an acquisition
would  be  undertaken  in  reliance  upon  one  or  more   exemptions  from  the
registration  provisions of applicable  federal  securities laws,  including the
exemptions  provided  for  non-public  or limited  offerings,  distributions  to
persons  resident in only one state,  and analogous  exemptions  provided  under
state securities laws. Shares issued in a reorganization  transaction based upon
these  exemptions  would  be  considered   "restricted"   securities  under  the
Securities Act of 1933 and Rule 144 promulgated thereunder,  could not generally
be resold  for a period  of one year,  and would be  subject  to  certain  other
restrictions. However, the Company may agree in any such transaction to register
securities  to be issued  either at the time of the  transaction  or at  certain
specified times thereafter.


                                   10

                                     <PAGE>


                        EMERALD CAPITAL INVESTMENTS, INC.
                          (A Development Stage Company)

     The Company's  management have been rendering  services  without  receiving
cash compensation  because of the Company's  limited cash position.  The Company
will likely  compensate its management with securities for services  rendered to
the Company.  Such  securities  may include shares of common stock or options to
purchase shares of common stock.

                                   11

<PAGE>


                        EMERALD CAPITAL INVESTMENTS, INC.
                          (A Development Stage Company)

                           PART II - OTHER INFORMATION

Item  1.    Legal  Proceedings.  To  the  best  knowledge  of  the  Company's
            management, the Company is not a party to any legal proceeding or 
            litigation.

Item 2.     Changes in the Rights of the Company's Security Holders.  None.

Item 3.     Defaults by the Company on its Senior Securities.  None.

Item 4.     Submission of Matters to Vote of Security Holders. No matter was 
            submitted to a vote of the Company's security holders for the 
            quarter ended March 31, 1997.

Item 5.     Other Information.

Item 6(a).  Exhibits.  None.

Item 6(b).  Reports on Form 8-K.  None filed.



                                   12

<PAGE>



                        EMERALD CAPITAL INVESTMENTS, INC.
                          (A Development Stage Company)
                                    SIGNATURE


       In accordance with the  requirements of the Exchange Act, the Company has
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


Dated: May 14. 1997                 EMERALD CAPITAL INVESTMENTS, INC.




                                    By    /s/ Frank H. Ross, III
                                          Frank H. Ross, III
                                          President/Principal Executive Officer



                                    By    /s/ Douglas P. Morris
                                          Douglas P. Morris
                                          Principal Financial Officer


















                                   14