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 September 30, 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: (847) 382-1100


                                       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 November 11, 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 September 30, 1997.


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


                        PART I - FINANCIAL INFORMATION
                                                                     Page of
                                                                   Form 10-QSB

Item 1Financial Statements:

            Balance Sheet--September 30, 1997                                3

            Statements of Operations--for the three months and nine months
            ended September 30, 1997 and September 30, 1996                  4

            Statements of Cash Flows--for the three months and nine months
            ended September 30, 1997 and September 30, 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                                               10
Item 2.     Changes in the Securities                                       10
Item 3.     Defaults Upon Senior Securities                                 10
Item 4.     Results of Votes of Security Holders                            10
Item 5.     Other Information                                               10
Item 6(a).  Exhibits                                                        10
Item 6(b).  Reports on Form 8-K                                             10

                                      2

<PAGE>



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

                                 Balance Sheet

                              September 30, 1997
                                  (Unaudited)






      Assets

Current assets - cash                                       $    7,663
                                                            ==========


      Liabilities and Stockholders' Equity

Current liabilities                                         $        0
                                                            ----------

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                                      (2,597,416)
                                                            ----------

                  Total stockholders' equi                       7,663
                                                                 -----

                        Total liabilities and stockholders'
                        equity                               $   7,663
                                                             ==========











See accompanying notes to financial statements.

                                      3

<PAGE>





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

                            Statement of Operations
                                  (Unaudited)



<TABLE>
<CAPTION>


                                                                                      Cumulative
                                                                                     Amounts Since
                                                                                      December 29,
                                                                                         1995
                                                                                     (Commencement
                                          Three Months Ended      Nine months Ended     of the
                                             September 30,          September 30,     Development
                                            1997       1996       1997        1996       Stage)
                                        ---------    --------   -------      ______   ____________
<S>                                      <C>           <C>       <C>         <C>       <C>  

Revenue                                  $    -          -          -           -          -

Selling, general and administrative        1,386        308      5,074       5,604      15,672
                                        ---------    --------   -------    --------    -------

     Net loss                            $(1,386)      (308)    (5,074)     (5,604)    (15,672)
                                         =======       ====     =======     =======    ========

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

Weighted average number of shares
  outstanding                          5,808,698   5,808,698   5,808,698   5,808,698   5,808,698
                                       =========   =========   =========   =========   =========

</TABLE>












See accompanying notes to financial statements.


                                           4

<PAGE>





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

                                Statement of Cash Flows
                                      (Unaudited)




<TABLE>
<CAPTION>
                                                                                     Cumulative
                                                                                   Amounts Since
                                                                                    December 29,
                                                                                        1995
                                                                                   (Commencement
                                                    Nine months Ended                  of the
                                                      September 30,                 Development
                                                 1997               1996                Stage)
                                                 ----               ----               ----------
<S>                                          <C>                    <C>               <C>  

Cash flows from operating activities:
     Net loss                                 $  (5,074)            (5,604)            (15,672)
     Decrease in accounts payable                   -               (6,770)             (6,665)
                                              ------------      ---------------        ----------

                   Net cash used in
                   operating activities          (5,074)           (12,374)            (22,337)
                                              -------------     ---------------        ----------

Cash flows from investing activities -
     Payments on receivable                                            -                30,000
     30,000

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

          Net (decrease) increase in cash        (5,074)           17,626                7,663

Cash, beginning of perio                         12,737              -                    -
                                              --------------    ---------------        ----------

Cash, end of period                             $ 7,663           $ 17,626              $7,663
                                              ==============    ===============        ===========

</TABLE>


See accompanying notes to financial statements.


                                           5

<PAGE>





                           EMERALD CAPITAL INVESTMENT, 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 September 30,
          1997 and the results of operations for the three and nine months ended
          September  30,  1997 and 1996,  cash flows for the nine  months  ended
          September 30, 1997 and 1996 and cumulative  amounts since inception of
          the  development  stage  through  September  30, 1997.  The results of
          operations for the three and nine months ended  September 30, 1997 are
          not  necessarily  indicative  of the  results to be  expected  for the
          entire year.

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
























                                      6

<PAGE>



                                    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  bank  from  management  and  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
reverse merger acquisitions of other business entities.

 Financial Condition

      Total assets at September 30, 1997 were $7,663,  all of which was cash. At
September 30, 1997, the Company had no  liabilities.  The Company intends to use
such 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  any  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.

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 September 30, 1997 was
$1,386 compared to $308 for the three months ended September 30, 1996.


                                      7

<PAGE>



     The Company's  total loss for the nine months ended  September 30, 1997 was
$5,074 compared to $5,604 for the three months ended September 30, 1996.

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").  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.

     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;

                                      8

<PAGE>



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.

     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.

                                      9

<PAGE>



       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.




                          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 September 30, 1997.

Item 5.        Other Information.

Item 6(a).     Exhibits.  None.

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



                                      10

<PAGE>


                                   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: November 11, 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 Office

                                      11