<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                   FORM 10-QSB

(Mark One)

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

For the period ended March 31, 1997.

                                       or

     Transition Report Pursuant to Section 13 OR 15(D) of the Securities
---  Exchange Act of 1934

For the transition period from                to              .
                               ---------------  --------------

Commission File No. 0-9614

                               CADEMA CORPORATION
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

            DELAWARE                                  88-0160741
--------------------------------------------------------------------------------
(State or other jurisdiction of              (IRS Employer I.D. Number)
incorporation or organization)


c/o Number One Corporation 50 Washington Street. Norwalk CT 06854
-----------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

Registrant's telephone number, including area code: (203) 854-6711
                                                    --------------

(Former name, former address and former fiscal year, if changed since last
report.) - N/A

Indicate by check mark whether the Registrant (1) has 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
                                        ---      ---


There were 10,905,549 shares of the Registrant's common stock outstanding as of
April 30, 1997.


                                            1


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                               CADEMA CORPORATION
                                   FORM 10-QSB

                                      INDEX

PART 1.     FINANCIAL INFORMATION

            Item 1 - Financial Statements                                    3
              Balance Sheets - March 31, 1996 and
              December 31, 1996

            Statements of Operations - Three months ended                    4
              March 31, 1997 and March 31, 1996

            Statements of Cash Flows - Three months ended                    5
              March 31, 1997 and March 31, 1996

            Notes to Financial Statements                                  6-7

            Item 2 - Management's Discussion and Analysis of               8-9
              Financial Condition and Results of Operations

PART II.    OTHER INFORMATION

            Signatures                                                      10

            Exhibit 27                                            


     The accompanying condensed financial statements have been prepared by the
Company, without audit, and reflect all adjustments which are, in the opinion of
management, necessary to a fair statement of the results of operations,
financial position, and statements of cash flows for the interim periods. The
statements have been prepared in accordance with the rules and regulations of
the Securities and Exchange Commission, but omit certain information and
footnote disclosures necessary to present the statements in accordance with
generally accepted accounting principles.

     These condensed financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 1996. Management believes that
the disclosures are adequate to make the information presented herein not
misleading.


                                        2

<PAGE>   3

                        CADEMA CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

<TABLE>
<CAPTION>
                  ASSETS                        March 31,1997     December 31,1996
                  ------                        -------------     ----------------

<S>                                              <C>                 <C>        
CURRENT ASSETS:

 Cash and cash equivalents                       $    71,935         $     7,317
 Trading securities (Cost $761,446 in                496,390             719,567
 1997 and $808,219 in 1996)
  (Note 2)
 Accounts receivable                                                           -
 Other current assets                                    480                 768
                                                 -----------         -----------

     TOTAL CURRENT ASSETS                            568,805             727,652

 NOTE RECEIVABLE less allowance for bad
   debt of $172,250 in 1997 and 1996
                                                     172,750             172,750
                                                 -----------         -----------

     TOTAL ASSETS                                $   741,555         $   900,402
                                                 ===========         ===========

   Liabilities And Stockholders' Equity
   ------------------------------------

CURRENT LIABILITIES:

 Accounts Payable                                $         -         $         -
 Accrued liabilities                                  13,000              13,000
 Contract Deposits                                         -                   -
                                                 -----------         -----------

     TOTAL CURRENT LIABILITIES                        13,000              13,000

Accrued dividends on preferred stock                 721,571             679,126
Minority Interest in Subsidiary (Note 3)               7,296               7,296
                                                 -----------         -----------

     TOTAL LIABILITIES                               741,867             699,422
                                                 -----------         -----------

STOCKHOLDERS' EQUITY
Series A 8% Cumulative Convertible
  Preferred Stock, par value $.01                      4,851               4,851
  per share authorized 5,000,000 
  shares; issued 485,123 shares in 
  1997 and 1996
Series B 8% Cumulative Convertible
  Preferred Stock, par value, $.01 per                     -                   -
  share, authorized, 150,000 shares,
  none issued
Common Stock, par value, $.01 per share;
  authorized 50,000,000 shares, issued               109,356             109,356
  10,935,549 shares in 1997 and 1996.
Additional paid-in capital                         7,765,904           7,765,904
Accumulated deficit                               (7,784,053)         (7,582,761)
Less:  Treasury stock at cost
   Common shares                                     (75,000)            (75,000)
   Preferred shares                                  (21,370)            (21,370)
                                                 -----------         -----------

     TOTAL STOCKHOLDERS' EQUITY                         (312)            200,980
                                                 -----------         -----------
     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                       $   741,555         $   900,402
                                                 ===========         ===========
</TABLE>

              The accompanying notes to the consolidated financial
              statements are an integral part of these statements.

                                            3

<PAGE>   4

                        CADEMA CORPORATION AND SUBSIDIARY
                        ---------------------------------
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                       FOR THE THREE MONTHS ENDED MARCH 31
                       -----------------------------------


<TABLE>
<CAPTION>
                                                    1997                1996
                                                    ----                ----

<S>                                             <C>                 <C>        
REVENUE (Note 2)                                $         -         $         -
COST OF GOODS SOLD                                        -                   -
                                                -----------         ----------- 

      GROSS PROFIT                                        -                   -

OPERATING EXPENSES:
      General and administrative                      5,147              11,282
                                                -----------         ----------- 

            Total operating expenses                  5,147              11,282
                                                -----------         ----------- 

            Loss from operations                     (5,147)            (11,282)

OTHER INCOME (EXPENSE):
      Trading securities
      Transactions (Note 2)
        Realized gains (losses)                      22,525              16,125
        Change in unrealized losses                (176,405)             17,317
      Interest income                                     -                   -
      Interest expense                                    -                   -
      Dividend income                                   180                 122
      Other income                                        -                   -
      Minority Interest (Note 3)                          -                   -
                                                -----------         ----------- 
            Total other income (expense)           (153,700)             33,564
                                                -----------         ----------- 

INCOME (LOSS) FROM OPERATIONS BEFORE TAXES         (158,847)             22,282

PROVISION FOR INCOME TAXES                                -                -
                                                -----------         ----------- 

NET INCOME (LOSS)                                  (158,847)             22,282

PREFERRED DIVIDENDS EARNED                           42,445              42,445
                                                -----------         ----------- 

NET INCOME (LOSS) APPLICABLE TO
      COMMON STOCK (Note 2)                        (201,292)        $   (20,163)
                                                ===========         ===========
               
WEIGHTED AVERAGE COMMON SHARES
      OUTSTANDING (Note 2)                       10,905,549          10,905,549

LOSS PER COMMON AND
      COMMON EQUIVALENT SHARE:
      Primary                                          (.02)        $      (.00)
                                                ===========         ===========
</TABLE>

               The accompanying notes to consolidated financial statements
                        are an integral part of these statements


                                            4
<PAGE>   5

                        CADEMA CORPORATION AND SUBSIDIARY
                        ---------------------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
         FOR EACH OF THE THREE MONTHS IN THE PERIOD ENDED MARCH 31, 1997
         ---------------------------------------------------------------


<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES                         1997          1996
                                                             ----          ----

<S>                                                       <C>            <C>     
Net income (loss) from operations                         $(158,847)     $ 22,282
Adjustments to reconcile net income
  (loss) to net cash provided by (used in)
operating
  activties
Provision for uncollectable note receivable                       -             -
Write-off of uncollectable accounts receivable                    -             -
   Realized loss (gain) on sale of trading
    securities                                              (22,525)      (16,125)
   Unrealized loss (gain) in value
    of trading securities                                   176,405       (17,317)
   (Increase) decrease in accounts receivable                     -             -
   Decrease (Increase) in other receivables and
    current assets                                              288           267
  Elimination of joint venture investment                         -             -
   (Decrease) increase in accounts payable and
    accrued liabilities                                           -             -
  Increase (decrease) in contract deposits                        -             -
  Increase in Minority Interest                                   -             -
                                                          ---------      --------
      Net cash provided by (used in) continuing
       operating activities                                  (4,679)      (10,893)
                                                          ---------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of marketable securities                               -             -
  Proceeds from sale of marketable securities                69,297        78,000
                                                          ---------      --------
      Net cash provided by (used in) investing
       activities                                            69,297        78,000
                                                          ---------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Treasury Stock Purchase                                         -             -
                                                          ---------      --------
      Net cash (used in)
       financing activities                                       -             -
                                                          ---------      --------

Net increase (decrease) in cash and
  cash equivalents                                           64,618        67,107
Cash and cash equivalents -
  Beginning of Period                                         7,317        13,177
                                                          =========      ========
Cash and cash equivalents -
  End of Period                                           $  71,935      $ 80,284
                                                          ---------      --------
                                            
                                                          ---------      --------

SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
  Preferred Stock Dividends Earned                        $  42,445      $ 42,445
                                                          =========      ========
</TABLE>

              The accompanying notes to the consolidated financial
              statements are an integral part of these statements.


                                        5


<PAGE>   6
                               CADEMA CORPORATION
                               ------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                     THREE MONTHS IN THE PERIOD ENDED MARCH 31, 1997
                     -----------------------------------------------

(1)  NATURE OF BUSINESS AND CURRENT OPERATING ENVIRONMENT:
     ----------------------------------------------------

     The principal business of Cadema Corporation (the "Company") is the
     financing and operating of business enterprises with the potential to
     generate profits and cash flow. Currently the Company is exploring possible
     acquisitions and mergers throughout the United States and abroad, as it has
     done in the past, seeking to enter into new operating businesses and to use
     the Company's liquid assets in connection therewith. As part of this
     strategy, the Company entered into a joint venture agreement with Global
     Environmental, Inc. in December 1993. The Company did not generate any
     revenues from operations in 1997 or 1996, and is currently pursuing
     additional contracts.

     While the principal business of the Company is the financing and operating
     of business enterprises with the potential to generate profits and cash
     flow, it still intends to invest in and sell marketable securities as
     outlined in a plan approved by stockholders in 1988.

     The Company intends to continue to invest in trading securities, including
     but not limited to stocks, bonds, options and warrants.

     The Company now holds and currently expects to invest primarily in the
     stock of smaller, lesser known and often more speculative companies, which
     while entailing above-average risk, offer the potential of above-average
     reward.

     There are significant risk factors affecting the Company, including
     potential operating losses it may incur from operating ventures, the
     volatility of market values of its investment securities portfolio, and the
     possible need for additional capital. These and other factors may adversely
     affect the Company's future operations.

(2)  SIGNIFICANT ACCOUNTING POLICIES
     -------------------------------
 
     Cash and cash equivalents
     -------------------------

     For purposes of the Consolidated Balance Sheet and Statements of Cash
     Flows, the Company considers its short-term investments purchased with a
     maturity of three (3) months or less to be cash equivalents.

     Revenues
     --------

          Revenues are the result of contract revenues recognized utilizing the
     percentage of completion method of accounting. Contract revenues are the
     total of contract costs, which include all direct material and labor costs
     and those indirect costs related to contract performance, and provisions
     for estimated gain or loss on the contracts. The provisions for estimated
     gain or loss on the contracts are adjusted during the period in which the
     Company first becomes aware of the need for a change.


                                        6


<PAGE>   7



(2)  SIGNIFICANT ACCOUNTING POLICIES: (CONT.)
     -------------------------------

     Revenues (cont.)
     ----------------

          Total estimated costs are periodically revised, if necessary, to
     reflect changes to the original contracts and changes to total estimated
     contract costs based on deviations of actual cost to date from original
     estimates and anticipated future deviations from such original estimates.
     Selling, General and Administrative costs are charged to expense as
     incurred.

     Trading Securities
     ------------------

     Effective January 1, 1994 the Company adopted Statement of Financial
     Accounting Standards (SFAS) ("Statement") No. 115, "Accounting for certain
     Investments in Debt and Equity Securities." The Company's adoption of the
     Statement requires its marketable securities to be classified as "trading"
     and accounted for at fair market value, with unrealized gains and losses
     reported as a component of net income (loss).

     Realized gains and losses are determined on a first-in, first-out basis.

     Net Income (Loss) Per Common Share
     ----------------------------------

     Net income (loss) per common share is based upon net income less preferred
     stock dividends earned and is calculated using the weighted average number
     of shares of common stock outstanding during the period. All convertible
     preferred stock series, options and warrants outstanding presently have an
     anti-dilutive effect and, accordingly, have been excluded from these
     calculations.

(3)  JOINT VENTURE:
     -------------

     On December 31, 1993 the Company entered into a Joint Venture Agreement
     with Global Environmental, Corp., a New York corporation, to create the
     Joint Venture entity Global Environmental Offshore Company ("Global" or
     "Joint Venture"). The Joint Venture Company engages in contracting for the
     design and installation of Air Pollution Control equipment and facilities
     in areas located outside the United States. Under the terms of the Joint
     Venture Agreement, the Company contributed $350,000 and received 51%
     control of the Joint Venture.

     Under the Joint Venture Agreement, Global Environmental, Corp. has the
     right to acquire the Company's interest in the Joint Venture for, at the
     Company's option, 875,000 shares of Global stock or the greater of $350,000
     or the Company's existing capital account. The Company has the option to
     convert its Joint Venture interest into 875,000 shares of Global
     Environmental, Corp.'s common stock.


                                        7

<PAGE>   8




(3)  JOINT VENTURE: (CONT.)
     -------------

     The financial statements of the Joint Venture are consolidated with the
     Company's results in the accompanying financial statements of this report.
     The portion of the Joint Venture's income that is not applicable to the
     Company is recorded as Minority Interest on the Statement of Operations.
     That income along with Global Environmental Corp.'s capital contribution to
     the Joint Venture is recorded under the caption "Minority Interest in
     Subsidiary" on the Balance Sheet.

     Notes payable issued by Global Environmental Corp. to the Joint Venture are
     carried on the Balance Sheet as Notes Receivable and were due on December
     31, 1996. The Joint Venture anticipates refinancing the notes in 1997.
     Accordingly, the Notes have been classified as long-term.

     Negotiations are in process for the refinancing of this note receivable.
     Global Environmental Corp. does not have funds available to repay the Note
     in cash and has offered to exchange its stock for the Note. The Company has
     established a 50% reserve against the carrying value of the Note in
     recognition of the potential costs involved in liquidating any noncash
     settlement of this Note. Although the Company believes such 50% reserve to
     be adequate, the reserve is an estimate based on information presently
     available. The Company's estimate could change, which would result in a
     change in the reserve in the future.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
     OF OPERATION

     The principal business of Cadema Corporation (the Company) is the financing
     and operating of business enterprises with the potential to generate
     profits and cash flow. Currently the Company's sole operating subsidiary,
     Global Environmental Offshore Company, engages in contracting for the
     design and installation of Air Pollution Control equipment and facilities
     for international markets. The Company continues to explore possible
     acquisitions and mergers as it has done in the past, seeking to enter into
     new operating situations with it can utilize its liquid assets.

     While the principal business of the Company is the financing and operating
     of business enterprises with the potential to generate profits and cash
     flow, it still intends to invest in and sell marketable securities as
     outlined in a plan approved by stockholders in 1988.


                                        8


<PAGE>   9




     RESULTS OF OPERATIONS

     There were no revenues in the first three months of 1997, as the Company's
     operating subsidiary Global Environmental Offshore Company had no revenue
     activity. In 1996, the operating activity of Global Environment Offshore
     Company produced no revenues in the same period.

     Operating expenses for the first three months of 1997 were $5,147 and
     represented administrative expenses of the parent Company. These expenses
     compared favorably to 1996 first quarter operating expense of $11,282.

     Other income in this first quarter totaled a loss of $153,700 as compared
     to a 1996 gain of $33,564. This contrast is due to an unrealized loss on
     the company's Investment Portfolio in 1997 as compared to a gain for the
     same period of 1996.

     The net loss applicable to common stock for the first quarter, after an
     accrual for a Preferred Stock dividend, was $201,292 or $.02 per share. For
     the same quarter of the prior year, better performance by the Company's
     securities portfolio resulted in a loss of $20,163 or $.00 per share to be
     recognized.


     LIQUIDITY AND CAPITAL RESOURCES

     Liquidity and working capital increased by $158,847 to $555,805 in the
     first quarter of 1997 due primarily to the performance of the Company's
     marketable securities portfolio.

     The Company believes it has sufficient working capital to meet its
     liquidity needs over the next twelve months.

PART II
-------


Items 1 thru 5:      Not Applicable
--------------
 
Item 6:              Exhibits - Exhibit 27 Financial Data Schedule
-------



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                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.




                               CADEMA CORPORATION


Dated:  May 7, 1997                   By:   /s/ Roger D. Bensen
                                         ---------------------------------------
                                                ROGER D. BENSEN
                                                Chairman of the Board and
                                                Chief Executive Officer




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