SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 2054

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended June 30, 1997            Commission File Number 2-94117-D
                 ----------------                                -----------



                               ECLIPSE CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           COLORADO                                       84-0867911
--------------------------------            ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)


2 North Cascade Avenue, Suite 330, Colorado Springs, Colorado    80903
-------------------------------------------------------------    -----
(Address of principal executive offices)                       (Zip code)


Registrant's telephone number, including area code          (719) 520-1800
                                                            --------------


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



Indicate by check whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d)          Yes _X_
of the Securities Exchange Act of 1934 during the pre-
ceding 12 months (or for such shorter period that the            No  ___
registrant was required to file such reports), and (2)
has been subject to such filing requirements for the
past 90 days.

Indicate the number of shares outstanding of each of
the issuer's classes of common stock, as of the latest
practicable date.

                                             Number of shares outstanding
             Class                                  at June 30, 1997
  -------------------------------            ----------------------------
  Common stock,  $.0005 par value                  87,349,400 shares
                                             ----------------------------

<PAGE>
FORM 10-Q
2nd QUARTER


                                  INDEX
                                  -----

                                                                           PAGE
                                                                           ----
PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements *

     Balance Sheets - June 30, 1997 (Unaudited) ............................   3

     Statements of Operations - Three months ended
     June 30, 1997 and June 30, 1996 and Six months ended
     June 30, 1997 and June 30, 1996 (Unaudited) ...........................   4

     Statement of Cash Flows - Six months ended
       June 30, 1997 and June 30, 1996 (Unaudited) .........................   5


     Notes to Financial Statements (Unaudited) .............................   6


     Item 2.  Management's Discussion and Analysis (Unaudited) .............   8



PART II - OTHER INFORMATION

     Items 1 through 6  ....................................................   8


     SIGNATURES ............................................................   9




     *  The accompanying financial statements are not
        covered by an independent certified public
        accountant's report.

                                      -2-
<PAGE>




Part I.  Item 1.  Financial information
-------           ---------------------
                              
                               ECLIPSE CORPORATION
<TABLE>
<CAPTION>
                             
                             Condensed Balance Sheet
                              
                                  June 30, 1997
                              
                                     ASSETS
                              
<S>                                                                 <C>        
Cash & Restricted Cash ........................................     $    52,942
Trade receivables, net of allowance of $5,080 .................          64,650
Notes receivable, related party, net of discount $3,971 .......         204,162
Other current assets, related party ...........................          72,903
Accrued interest ..............................................           2,915
Inventory, at cost ............................................       1,220,244
Notes receivable, net .........................................         663,675
Land held for sale ............................................         754,403
Property & Equipment ..........................................         144,731
Accumulated depreciation ......................................          (5,289)
Deferred charges ..............................................          13,200
Accumulated amortization ......................................          (5,500)
Other .........................................................           1,476
                                                                          -----
                                                                    $ 3,184,512

            LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
     Accounts payable and accrued expenses ....................     $   427,335
     Flooring lines ...........................................       1,011,923
     Notes payable ............................................         528,793
     Other current liabilities-related parties ................         191,810
     Customer deposits ........................................          62,643
     Deferred revenue .........................................         131,328
                                                                        -------
                              TOTAL LIABILITIES ...............       2,353,832
                                                                      ---------

SHAREHOLDERS' EQUITY
     Common stock .............................................          37,578
     Additional paid in capital ...............................       1,179,731
     Retained earnings ........................................          11,522
     Current earning (loss) ...................................        (398,151)
                                                                       -------- 
                    TOTAL SHAREHOLDERS EQUITY .................         830,680
                                                                        -------

                                                                    $ 3,184,512
                              
</TABLE>
            See accompanying notes to condensed financial statements
                                       -3-
<PAGE>

                               ECLIPSE CORPORATION
<TABLE>
<CAPTION>
                             
                       Condensed Statements of Operations
                              

                                                         Three months ended               Six months ended
                                                               June 30,                        June 30,
                                                               --------                        --------

                                                          1997            1996             1997           1996
                                                          ----            ----             ----           ----
<S>                                                <C>             <C>             <C>             <C>       
NET SALES ......................................   $    139,012    $       --      $    282,580    $       --
COST OF SALES ..................................        104,695            --           221,439            --
                                                        -------                         -------        
GROSS PROFIT ...................................         34,317            --            61,141            --


OPERATING EXPENSES
     Management fees-related party .............        137,000            --           240,000            --
     Selling, general & administrative .........         86,438          30,693         173,285          30,693
                                                         ------          ------         -------          ------
                                                        223,438          30,693         413,285          30,693
                                                        -------          ------         -------          ------

INCOME (LOSS) FROM OPERATIONS ..................       (189,121)        (30,693)       (352,144)        (30,693)

OTHER INCOME (EXPENSE)
     Interest and dividend income ..............          8,541          12,846          35,715          12,846
     Interest expense ..........................        (47,794)           --           (71,662)           --
     Other income (expense), net ...............         (9,184)        532,437         (10,060)        532,437
                                                         ------         -------         -------         -------
TOTAL OTHER INCOME (EXPENSE) ...................        (48,437)        545,283         (46,007)        545,283

INCOME (LOSS) BEFORE INCOME TAXES ..............       (237,558)        514,590        (398,151)        514,590

INCOME TAX (EXPENSE) BENEFIT ...................           --              --              --          (141,000)

INCOME (LOSS) - CONTINUING OPERATIONS ..........       (237,558)        514,590        (398,151)        373,590

DISCONTINUED OPERATIONS
     Net income from medical product development
     operations, net of income taxes ...........           --           (21,863)           --            29,979

NET INCOME (LOSS) ..............................   $   (237,558)   $    492,727    $   (398,151)   $    403,569

NET INCOME (LOSS ) PER SHARE
          CONTINUING OPERATIONS ................   $        *      $        *      $        *      $        *

NET INCOME (LOSS) PER SHARE ....................   $        *      $        *      $        *      $        *

WEIGHTED AVERAGE SHARES OUTSTANDING ............     87,330,900      69,784,233      87,330,900      70,425,900
</TABLE>


 * Less than $.01 per share




            See accompanying notes to condensed financial statements
                                       -4-

<PAGE>

                               ECLIPSE CORPORATION
<TABLE>
<CAPTION>
                             
                        Condensed Statements of Cash Flow


                                                           Six Months Ended
                                                                June 30,
                                                           1997           1996
                                                           ----           ----
<S>                                                      <C>             <C>   
CASH FLOWS (USED IN) FROM OPERATING ACTIVITIES ...       (22,355)        51,483
                                                         -------         ------
CASH FLOWS FROM INVESTING ACTIVITIES
     Repayments, former president ................          --          532,437
     Repayments, notes receivable, net ...........        20,000           --
     Purchase certificate of deposit .............          --          (50,000)
     Purchase of property & equipment ............          (600)        (1,998)
                                                            ----         ------ 
     NET CASH FROM INVESTING .....................        19,400        480,439
                                                          ------        -------

CASH FLOWS FROM FINANCING ACTIVITIES
    Stock options exercised ......................          --           16,501
                                                          ------         ------

NET (DECREASE) INCREASE IN CASH ..................        (2,955)       548,423

CASH, BEGINNING OF YEAR ..........................        55,897        506,519
                                                          ------        -------

CASH, END OF PERIOD ..............................   $    52,942    $ 1,054,942

</TABLE>




            See accompanying notes to condensed financial statements
                                       -5-

<PAGE>

                               ECLIPSE CORPORATION
                               -------------------

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                                  June 30, 1997


Note A:  Basis of presentation
         ---------------------

The financial  statements  presented herein have been prepared by the Company in
accordance  with the  accounting  policies  in its annual  10-KSB  report  dated
December 31, 1996 and should be read in conjunction with the notes thereto.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of operations for the periods  presented are not  necessarily  indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.

Note B:  Income taxes
         ------------

The Company  records its income taxes in accordance  with Statement of Financial
Accounting Standard No. 109,  "Accounting for Income Taxes".  Income tax benefit
due to continuing  net  operating  losses during the quarter ended June 30, 1997
were offset by an increase to the valuation allowance, bringing the net deferred
tax asset balance to $0.

Note C:  Sale of Former Officers' Common Stock
         -------------------------------------

On June 27, 1996, the Company's  former  president,  (Kilgore)  sold  26,835,000
shares of his common  stock,  representing  40.3% of the  Company's  outstanding
common stock, to a new control group for approximately $562,000 in cash. Kilgore
used $498,346 of the proceeds to repay a then  outstanding  note  receivable and
related  interest  from  the  Company  to him.  This  note  receivable  had been
previously  fully  reserved,  which along with other  prior  payments by Kilgore
resulted in other income of $532,000 being recorded in the financial statements.

In connection  with the sale  agreement,  the two prior members of the Company's
Board of Directors  resigned  and four new Board  members and three new officers
affiliated  with the new control group were  appointed.  The prior directors and
Kilgore retained their currently outstanding options to purchase an aggregate of
7,000,000  share of common stock  (4,000,000  options  exercisable  at $.001 and
3,000,000 options exercisable at $.02).


                                       -6-
                              

<PAGE>
                               ECLIPSE CORPORATION
                               -------------------
                              
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                                  June 30, 1997

Note D:   Land held for sale
          ------------------

The Company  acquired  land to be  developed  and sold in  conjunction  with its
manufactured home sales  activities.  At December 31, 1996, the Company recorded
the land on its books as part of  inventory.  At June 30, 1997,  the Company has
reclassified  the land  separate  from  inventory and is recorded as a long-term
asset to be sold as it is developed.

Note E:  Related party transactions
         --------------------------

The Company  purchased a note  receivable  during 1996 at a discount  due from a
company  that is managed  and  partially  owned by a board  member.  The note is
secured by property held by the related party. As of June 30, 1997, the note has
not performed  and interest  payments due for the six months ended June 30, 1997
total $7,800. The Company has not recorded an accrual for the past due interest.
The note becomes due and payable November 1997.

Note F:  Notes Payable
         -------------

The  Company has two notes  payable  $60,000 and  $165,000  which  became due on
December 2, 1996 and June 4, 1997,  respectively.  At June 30, 1997, the Company
is negotiating the extension of the $60,000 note and negotiating with respect to
the pay-off of the $165,000 note.



                                       -7-

<PAGE>

                               ECLIPSE CORPORATION
                               -------------------

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                     ---------------------------------------
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Unaudited)


General
-------

The  Company's  financial  condition  and  results of  operations  are  directly
affected by the following transactions:

The Company has redesigned and  re-engineered  portions of platted and unplatted
lots acquired by the Company on September 30, 1996,  when it purchased a portion
of the  Community  at Bear Creek  modular home  subdivision  located in Colorado
Springs,  Colorado.  The platted lots number approximately 30, and the unplatted
lots  approximately 25. During revision of its development plan, the Company has
negotiated with the City of Colorado Springs a reconfiguration  of the Company's
subdivision. The Company initially expected this reconfiguration to be finalized
in June 1997. The Company now expects it to be finalized in September 1997.

The  Company  entered  into a  definitive  purchase  agreement  with  Technology
Learning  Systems,  Inc., to acquire  certain assets of that company in exchange
for cash and stock  considerations.  The contract is still in the due  diligence
phase.  The Company  anticipates  the  transaction  will be closed or terminated
prior to September 30, 1997.

With respect to the Company's manufactured housing dealership,  it has added new
product lines in the second quarter of 1997. New  manufacturers  represented are
Skyline Corporation and Showcase Homes, Inc.  Additionally,  the Company hired a
lot manager and sales manager to oversee the operation of its retail lot located
at 4326 N. Nevada, Colorado Springs, Colorado.

Financial Condition
-------------------

As of June 30, 1997, the Company's working capital was approximately ($604,688),
a decrease  of  approximately  $862,035  from March 30,  1997.  The  decrease is
primarily attributable to the reclassification of $754,403 of land held for sale
from a current  asset to long-term  assets,  start-up of the  manufactured  home
sales  dealership   operations,   and  redesign  of  the  Company's  Bear  Creek
Subdivision.

Result of Operations
--------------------

The Company  incurred net (losses)  profits of ($237,558),  and $492,727 for the
three months ended June 30, 1997 and 1996,  respectively.  Profits for the three
months ended June 30, 1996 were primarily from the receipt of payments  totaling
$532,000 from a former president for amounts that had been reserved for in prior
years.  Losses for the three months ended June 30, 1997 are  primarily  from the
start-up of the manufactured home sales dealership operations.

PART II - OTHER INFORMATION
---------------------------

Item 1 Through 5 - No response required.

Item 6 -  Exhibits and reports on Form 8-K.

     (a)  Exhibits

               27*  Financial Data Schedule.

     (b)  Reports on Form 8-K

               None.
     

                                      -8-
<PAGE>

                             SIGNATURE




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




                               ECLIPSE CORPORATION
                               -------------------
                                  (Registrant)




DATE:     8/15/97             BY: /s/ Kenneth M. Cahill
          -------             ---------------------------
                              KENNETH M. CAHILL, PRESIDENT


DATE:     8/15/97             BY: /s/  J. Royce Renfrow
          -------             ---------------------------
                              J. ROYCE RENFROW, SECRETARY


DATE:     8/15/97             BY: /s/  James A. Humpal
          -------             ------------------------
                              JAMES A. HUMPAL, TREASURER
                              Principal Financial Officer



                                       -9-