<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 June 30, 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
June 30, 1997.












                                        1


<PAGE>   2


                               CADEMA CORPORATION
                                   FORM 10-QSB

                                      INDEX

PART 1.  FINANCIAL INFORMATION

         Item 1 - Financial Statements                                      3
           Balance Sheets - June 30, 1997 and
           December 31, 1996

         Statements of Operations - Six months ended                        4
           June 30, 1997 and June 30, 1996

         Statements of Operations - Three months ended                      5
           June 30, 1997 and June 30, 1996

         Statements of Cash Flows - Six months ended                        6
           June 30, 1997 and June 30, 1996

         Notes to Financial Statements                                      7

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

PART II. OTHER INFORMATION

         Signatures                                                        11

         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
<TABLE>
                                            CONSOLIDATED BALANCE SHEETS
                                            ---------------------------

                           ASSETS                                JUNE 30,1997             DECEMBER 31,1996
                           ------                                ------------             ----------------

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

 Cash and cash equivalents                                        $    76,039                $     7,317
 Trading securities (Cost $761,446 in                                 494,750                    719,567
 1997 and $808,219 in 1996)
  (Note 2)
 Accounts receivable                                                                                   -
 Other current assets                                                     192                        768
                                                                  -----------                -----------

     TOTAL CURRENT ASSETS                                             570,981                    727,652

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

     TOTAL ASSETS                                                 $   743,731                $   900,402
                                                                  ===========                ===========

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

CURRENT LIABILITIES:

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

     TOTAL CURRENT LIABILITIES                                              -                     13,000

Accrued dividends on preferred stock                                  764,017                    679,126
Minority Interest in Subsidiary (Note 3)                                7,296                      7,296
                                                                  -----------                -----------

     TOTAL LIABILITIES                                                771,313                    699,422
                                                                  -----------                -----------

STOCKHOLDERS' EQUITY
Series A 8% Cumulative Convertible
  Preferred Stock, par value $.01 per                                   4,851                      4,851
  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                                                (7,811,323)                (7,582,761)
Less: Treasury stock at cost
   Common shares                                                      (75,000)                   (75,000)
   Preferred shares                                                   (21,370)                   (21,370)
                                                                  -----------                -----------

     TOTAL STOCKHOLDERS' EQUITY                                       (27,582)                   200,980
                                                                  -----------                -----------
     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                                        $   743,731                $   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
                        ---------------------------------
<TABLE>
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                        FOR THE SIX MONTHS ENDED JUNE 30
                        --------------------------------
<CAPTION>



                                                       1997           1996
                                                   -----------    -----------

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

         GROSS PROFIT                                        -              -

OPERATING EXPENSES:
         General and administrative                     12,982         16,711
                                                   -----------    -----------

                  Total operating expenses              12,982         16,711
                                                   -----------    -----------

                  Loss from operations                 (12,982)       (16,711)

OTHER INCOME (EXPENSE):
         Trading securities
         Transactions (Note 2)
           Realized gains (losses)                      75,339        101,710
           Change in unrealized losses                (207,552)        40,100
         Interest income                                     -              -
         Interest expense                                    -              -
         Dividend income                                 1,524            962
         Other income                                        -              -
         Minority Interest (Note 3)                          -              -
                                                   -----------    -----------
                  Total other income (expense)        (130,689)       142,772
                                                   -----------    -----------

INCOME (LOSS) FROM OPERATIONS BEFORE TAXES            (143,671)       126,061

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

NET INCOME (LOSS)                                     (143,671)       126,061

PREFERRED DIVIDENDS EARNED                              84,981         84,981
                                                   -----------    -----------

NET INCOME (LOSS) APPLICABLE TO
         COMMON STOCK (Note 2)                        (228,562)   $    41,170
                                                   ===========    ===========

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
                        ---------------------------------
<TABLE>
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                       FOR THE THREE MONTHS ENDED JUNE 30
                       ----------------------------------
<CAPTION>


                                                       1997           1996
                                                   -----------    -----------

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

         GROSS PROFIT                                        -              -

OPERATING EXPENSES:
         General and administrative                      7,835          5,429
                                                   -----------    -----------

                  Total operating expenses               7,835          5,429
                                                   -----------    -----------

                  Loss from operations                  (7,835)        (5,429)

OTHER INCOME (EXPENSE):
         Trading securities
         Transactions (Notes 2)
           Realized gains (losses)                      52,814         85,585
           Change in unrealized losses                 (31,147)        22,783
         Interest income                                     -              -
         Interest expense                                    -              -
         Dividend income                                 1,344            962
         Other income                                        -           (122)
         Minority Interest (Note 3)                          -              -
                                                   -----------    -----------
                  Total other income (expense)          23,011        109,208
                                                   -----------    -----------

INCOME (LOSS) FROM OPERATIONS                           15,176        103,779

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

NET LOSS                                                15,176        103,779

PREFERRED DIVIDENDS EARNED                              42,446         42,446
                                                   -----------    -----------

NET LOSS APPLICABLE TO
         COMMON STOCK (Note 2)                     $   (27,270)   $    61,333
                                                   ===========    ===========

WEIGHTED AVERAGE COMMON SHARES
         OUTSTANDING (Note 2)                       10,905,549     10,905,549

LOSS PER COMMON AND
         COMMON EQUIVALENT SHARE:
         Primary                                   $      (.00)   $      (.01)
                                                   ===========    ===========
</TABLE>


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







                                        5


<PAGE>   6



                        CADEMA CORPORATION AND SUBSIDIARY
<TABLE>
                        ---------------------------------
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       -------------------------------------
                              FOR EACH OF THE SIX MONTHS IN THE PERIOD ENDED JUNE 30
                              --------------------------------------------------------
<CAPTION>


CASH FLOWS FROM OPERATING ACTIVITIES                                               1997                    1996
                                                                                ---------               ---------

<S>                                                                             <C>                     <C>      
Net income (loss) from operations                                               $(143,671)              $ 126,061
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                                                                   (75,339)               (101,710)
   Unrealized loss (gain) in value
     of trading securities                                                        207,552                 (40,100)
    (Increase) decrease in accounts receivable                                       --                   (52,884)
    Decrease (Increase) in other receivables and
     current assets                                                                   576                     534
   Elimination of joint venture investment                                              -                       -
    (Decrease) increase in accounts payable and
     accrued liabilities                                                          (13,000)                 21,725
   Increase (decrease) in contract deposits                                             -                       -
   Increase in Minority Interest                                                        -                       -
                                                                                ---------               ---------
       Net cash provided by (used in) continuing
        operating activities                                                      (23,882)                (46,374)
                                                                                ---------               ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of marketable securities                                             (282,652)               (170,525)
   Proceeds from sale of marketable securities                                    375,256                 260,335
                                                                                ---------               ---------
       Net cash provided by (used in) investing
        activities                                                                 92,604                  89,810
                                                                                ---------               ---------

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

Net increase (decrease) in cash and
   cash equivalents                                                                68,722                  43,436
Cash and cash equivalents -
   Beginning of Period                                                              7,317                  13,177
                                                                                ---------               ---------
Cash and cash equivalents -
   End of Period                                                                $  76,039               $  56,613
                                                                                =========               =========

SUPPLEMENTAL DISCLOSURES OF NON-CASH
INVESTING AND FINANCING ACTIVITIES
   Preferred Stock Dividends Earned                                             $  84,891               $  84,891
                                                                                =========               =========
</TABLE>



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








                                        6

<PAGE>   7


                               CADEMA CORPORATION
                               ------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                 THREE MONTHS IN THE PERIOD ENDED JUNE 30, 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.

                                        7


<PAGE>   8


(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.


                                        8


<PAGE>   9



(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.








                                        9


<PAGE>   10



         RESULTS OF OPERATIONS

         There were no revenues in the first six 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 half of 1997 were $12,982 and
         represented administrative expenses of the parent Company. These
         expenses compared favorably to 1996 first half operating expense of
         $16,711.

         Other income in the first half totaled a loss of $130,689 as compared
         to a 1996 gain of $142,772. Second quarter other income totaled $23,011
         in 1997, below 1996 second quarter gain of $109,208. 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 half, after an
         accrual for a Preferred Stock dividend, was $228,562 or $.02 per share.
         For the same period of the prior year, better performance by the
         Company's securities portfolio resulted in a gain of $41,170 or $.00
         per share to be recognized. In the second quarter, a loss of $27,270 or
         $.00 per share was recognized, lower than the 1996 results of a $61,333
         gain due to better performance of the Company's securities portfolio.


         LIQUIDITY AND CAPITAL RESOURCES

         Liquidity and working capital increased by $143,671 to $570,981 in the
         first half 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
-------











                                       10


<PAGE>   11




                                   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:  August 6, 1997       By: /s/ Roger D. Bensen
                                 ---------------------------------
                                     ROGER D. BENSEN
                                     Chairman of the Board and
                                     Chief Executive Officer









                                       11