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 June 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 September 9, 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 June 30, 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 1.  Financial Statements:

            Balance Sheet--June 30, 1997                                     3

            Statements of Operations--for the three months and six months
            ended June 30, 1997 and June 30, 1996                            4

            Statements of Cash Flows--for the three months and six 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

                                                                          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

                                 June 30, 1997
                                  (Unaudited)






      Assets

Current assets - cash                                       $    9,049
                                                            ==========


      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' equity                     9,049

                        Total liabilities and stockholders'
                        equity                              $    9,049
                                                            ============











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    Six months Ended           of the
                                    June 30,             June 30,            Development
                              ---------------------- -----------------------   Stage)
                                1997       1996       1997        1996        
                                ----       ----       ----        ----        -------
<S>                          <C>           <C>        <C>        <C>          <C>   

Revenue                      $    -          -          -           -            -

Selling, general and            1,173     5,296      3,688        5,672       14,286
  administrative              ---------  --------    ------     ---------     -------

     Net loss                 $(1,173)    (5,296)    (3,688)     (5,672)      (14,286)
                              =======     ======     ======      ======        =======

     Net loss per share
                                 (.00)      (.07)      (.00)       (.20)       (.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
                                                        Six months Ended                of the
                                                           June 30,                    Development
                                                     1997               1996             Stage)
                                                     ----               ----             -------
<S>                                             <C>                  <C>               <C> 

Cash flows from operating activities:
     Net loss                                    $  (3,688)            (5,672)          (14,286)
     Decrease in accounts payable                      -               (3.968)           (6,665)
                                                  ------------      ------------        --------

                   Net cash used in
                   operating activities             (3,388)            (9,640)          (20,951)
                                                  ------------      ------------        ---------

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

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

          Net (decrease) increase in cash           (3,688)             20,360             9,049

Cash, beginning of period                           12,737                 -                 -
                                                  --------------    ------------        ----------

Cash, end of period                                $ 9,049            $ 20,360           $ 9,049
                                                  ==============    ============         =========
</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,  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 June 30,  1997 and the
          results of operations for the three and six months ended June 30, 1997
          and 1996,  cash flows for the six months  ended June 30, 1997 and 1996
          and  cumulative  amounts  since  inception  of the  development  stage
          through June 30, 1997. The results of operations for the three and six
          months  ended  June 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 June 30, 1997 were $9,049,  all of which was cash. At June
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  June 30,  1997 was
$1,173 compared to $5,296 for the three months ended June 30, 1996.

     The Company's  total loss for the six months ended June 30, 1997 was $3,688
compared to $5,672for the three months ended June 30, 1996.


                                      7

<PAGE>



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.

     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

                                      8

<PAGE>



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 June 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: September ___, 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