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 September 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 September 30, 1997
             -----                                  ---------------------
  Common stock,  $.0005 par value                     87,349,400 shares
                                               ------------------------------
<PAGE>
FORM 10-Q
3rd QUARTER


                                  INDEX
                                  -----

                                                                      PAGE
                                                                      ----
PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements *

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

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

     Statement of Cash Flows - Nine months ended
       September 30, 1997 and September 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 1.   Item 1.  Financial Information
-------   -------  ---------------------

                               ECLIPSE CORPORATION
<TABLE>
<CAPTION>
                             Condensed Balance Sheet

                               September 30, 1997

                                     ASSETS


<S>                                                                      <C>        
Cash & equivalents ...................................................   $    56,609
Trade receivables, net of allowance of $5,080 ........................        20,697
Trade receivables, related party .....................................        67,719
Notes receivable, related party, net of discount $8,133 ..............       200,000
  Allowance for doubtful note ........................................      (200,000)
Other current assets .................................................        36,875
Inventory, at cost ...................................................     1,002,033
Notes receivable, net ................................................       665,269
Land held for sale ...................................................       754,403
Property & Equipment .................................................       144,630
Accumulated depreciation .............................................        (7,830)
Deferred charges .....................................................        13,200
Accumulated amortization .............................................        (8,800)
Other ................................................................         1,476
                                                                               -----
                                                                         $ 2,746,281
                                                                         ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
         Accounts payable and accrued expenses .......................   $    99,252
         Flooring lines ..............................................       815,698
         Notes payable ...............................................       674,113
         Other current liabilities-related parties ...................       455,923
         Customer deposits ...........................................       168,256
         Deferred revenue ............................................       131,328
                                                                             -------
                                                     TOTAL LIABILITIES     2,344,570
                                                                           ---------

SHAREHOLDERS' EQUITY
         Common stock ................................................        37,578
         Additional paid in capital ..................................     1,179,731
         Retained earnings ...........................................        11,522
         Current earning (loss) ......................................      (827,120)
                                                                            -------- 

                                    TOTAL SHAREHOLDERS EQUITY ........       401,711
                                                                             -------

                                                                         $ 2,746,281
                                                                         ===========
</TABLE>
            See accompanying notes to condensed financial statements

                                       3
<PAGE>
                              ECLIPSE CORPORATION
<TABLE>
<CAPTION>
                       Condensed Statements of Operations

                                                              Three months ended              Nine months ended
                                                                  September 30,                  September 30,
                                                                  -------------                  -------------
                                                              1997            1996            1997            1996
                                                              ----            ----            ----            ----
<S>                                                    <C>             <C>             <C>             <C>         
NET SALES ..........................................   $    384,396    $    499,011    $    666,976    $    499,011
COST OF SALES ......................................        353,025         412,698         574,464         412,698
                                                            -------         -------         -------         -------
GROSS PROFIT .......................................         31,371          86,313          92,512          86,313


OPERATING EXPENSES
     Management fees-related party .................        120,000         150,000         360,000         150,000
     Selling, general & administrative .............         82,845         144,409         256,130         144,409
                                                             ------         -------         -------         -------
                                                            202,845         294,409         616,130         294,409
                                                            -------         -------         -------         -------

INCOME (LOSS) FROM OPERATIONS ......................       (171,474)       (208,096)       (523,618)       (208,096)

OTHER INCOME (EXPENSE)
     Interest and dividend income ..................          8,794          32,947          44,509          32,947
     Interest expense ..............................        (51,057)           --          (122,719)           --
     Allowance for doubtful notes receivable .......       (208,133)           --          (208,133)           --
     Other income (expense), net ...................         (7,098)         (5,466)        (17,158)         (5,466)
                                                             ------          ------         -------          ------ 
TOTAL OTHER INCOME (EXPENSE) .......................       (257,494)         27,481        (303,501)         27,481

INCOME (LOSS) BEFORE INCOME TAXES ..................       (428,968)       (180,615)       (827,119)       (180,615)

INCOME TAX (EXPENSE) BENEFIT .......................           --              --              --              --

INCOME (LOSS) - CONTINUING OPERATIONS ..............       (428,968)       (180,615)       (827,119)       (180,615)


DISCONTINUED OPERATIONS
     Net income from medical product development
     operations, net of income taxes ...............           --           (32,605)           --           436,174

     Gain on sale of operations, net of income taxes           --            43,773            --            43,773

NET INCOME (LOSS) ..................................   $   (428,968)   $   (104,237)   $   (827,119)   $   (299,332)
                                                       ============    ============    ============    ============ 

NET INCOME (LOSS ) PER SHARE
          CONTINUING OPERATIONS ....................   $     *         $     *         $       (.01)   $     *

NET INCOME (LOSS) PER SHARE ........................   $     *         $     *         $       (.01)   $     *

WEIGHTED AVERAGE SHARES OUTSTANDING ................     87,349,400      70,514,233      87,349,400      70,514,233
</TABLE>
 * Less than $.01 per share

            See accompanying notes to condensed financial statements
                                       4
<PAGE>
                               ECLIPSE CORPORATION
<TABLE>
<CAPTION>
                        Condensed Statements of Cash Flow


                                                           Nine Months Ended
                                                             September 30,
                                                             -------------
                                                            1997          1996
                                                            ----          ----
<S>                                                      <C>            <C>     
CASH FLOWS (USED IN) OPERATING ACTIVITIES ..........     (130,258)      (65,042)
                                                         --------       ------- 

CASH FLOWS FROM INVESTING ACTIVITIES
     Repayments, former president ..................         --         532,437
     Purchase notes receivable, net ................         --        (674,792)
     Purchase land for resale ......................         --        (713,183)
     Proceeds from sale of fixed assets ............         --         251,000
     Proceeds notes receivable, net ................       20,000          --
     (Purchase)redemption certificate of deposit ...        6,250       (50,000)
     Purchase of property & equipment ..............         (600)      (34,163)
                                                             ----       ------- 
         NET CASH FROM (USED IN) INVESTING .........       25,650      (688,701)
                                                           ------      -------- 

CASH FLOWS FROM FINANCING ACTIVITIES
    Stock options exercised ........................         --          16,501
    Proceeds from issuance of debt .................      105,320       303,954
                                                          -------       -------
         NET CASH PROVIDED BY INVESTING ............      105,320       320,455

NET (DECREASE) INCREASE IN CASH ....................          712      (433,288)

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

CASH, END OF PERIOD ................................    $  56,609     $  73,231
                                                        =========     =========
</TABLE>

            See accompanying notes to condensed financial statements
                                       5
<PAGE>
                               ECLIPSE CORPORATION
                               -------------------

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                               September 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.

Certain  1996   financial   information   has  been  restated  to  conform  with
presentation in the annual 10-KSB report dated December 31, 1996.


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  September 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)

                               September 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 September 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 September  30, 1997,  the
note has not  performed  and  interest  payments  due for the nine months  ended
September  30, 1997 total  $11,700.  The Company has not recorded an accrual for
the past due  interest.  The note becomes due and payable  November  1997.  (See
subsequent event Note - H)


The Company's  management  agreement with  Innercircle  Group,  Inc. ("IGI") was
amended on  September  15,  1997,  retroactive  to January 1, 1997,  whereby the
monthly  management  fee of $40,000 is to be paid in cash of $20,000  each month
and $60,000 paid quarterly in the Company's  common stock.  The number of shares
to be issued will be  determined on a monthly basis on the last closing price as
of each month.  As of September  30, 1997 no common stock had been issued to IGI
as part of this amendment.



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 September  30,  1997,  the
Company is negotiating the extension of the $60,000 note. (See subsequent  event
Note - H).

Note G:  Change in management
-----------------------------

On September 1, 1997, J. Royce Renfrow resigned as Secretary and Director of the
Company. He has been replaced as Secretary by James Humpal, who also serves as a
Director and Treasurer of the Company.



                                       7

<PAGE>
                               ECLIPSE CORPORATION

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

                               September 30, 1997


Note H:  Subsequent event
-------------------------

Due to the Company's  default on its promissory note of $165,000,  the holder of
the note  has  made a claim  against  the  collateral  securing  the  note.  The
collateral was a note  receivable in the amount of $500,000 that the Company had
purchased in 1996 for $450,000.  In the event that the Company is not successful
in its efforts to retain ownership of the note receivable,  assets will decrease
approximately $450,000.

The Company  purchased a note receivable,  in 1996, from an affiliated entity in
the amount of $208,133 for $200,000 cash.  The collateral  securing the note was
also  encumbered  by  promissory  notes held by other  creditors.  Subsequent to
September 30, 1997, the property was foreclosed upon by a creditor. Accordingly,
at September  30, 1997,  the Company  recorded an allowance  for doubtful  notes
receivable and a  corresponding  charge to third quarter income in the amount of
$200, 000.


Note I:  Going concern
----------------------

As shown in the  accompanying  financial  statements,  the Company has  incurred
recurring  losses from  operations  and has a deficit in working  capital.  As a
result,  the Company has experienced  severe liquidity  problems.  These factors
raise substantial doubt about its ability to continue as a going concern.

Management  is working  with its  primary  lenders to monitor  the status of its
indebtedness  and further  restructuring  of its debt is expected.  In addition,
management is in the process of making certain  acquisitions  that would improve
profitability.

There can be no assurance that  management  will be successful in its efforts to
restructure debt, operate profitably,  or collect amounts due. If the Company is
unsuccessful in its efforts, it may be necessary to undertake such other actions
as may be appropriate to preserve asset value.  The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.



                                       8
<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  or
October,  1997. The Company has increased its sales of lots to retail customers,
together with  manufactured  houses to be constructed  thereon,  within the Bear
Creek  Subdivision.  During  the  third  quarter  the  Company  closed on 2 such
transactions  and is under contract for 3 more  lots/manufactured  home sales in
the Bear Creek Subdivision.

With respect to the Company's  manufactured housing dealership,  it sold 2 units
in the third  quarter of 1997,  and is  currently  under  contract  with  retail
customers for the sale of 5 more manufactured housing units.

Additionally,  the Company,  in order to assist a  sub-dealer,  has entered into
negotiations to purchase  multiple lots located in Walsenburg,  Colorado,  which
management feels will increase its sales through its Walsenburg sub-dealer.

J. Royce Renfrow resigned as an officer and Director of the Company on September
1, 1997, which resignation was accepted by the Board of Directors at its regular
Board meeting on October 1, 1997.

The Company extended its definitive  purchase agreement with Technology Learning
Systems of Northglen, Colorado, in order to enable it to expand and finalize its
due diligence.  Management  anticipates receipt of a due diligence report from a
third-party  consultant during the month of October, after which time management
anticipates a closing date will be scheduled.

FINANCIAL CONDITION
-------------------

As of September  30,  1997,  the  Company's  working  capital was  approximately
($1,029,309),  a decrease of  approximately  $293,293  from June 30,  1997.  The
decrease  is  primarily  attributable  to  the  $200,000  write-down  of a  note
receivable expected to mature in 1997.

Further, the Company is engaged in a dispute with one of its creditors,  Michael
Dean Chaussee,  concerning his treatment of a promissory  note secured by a deed
of trust  owned by the  Company,  which  was  utilized  to  secure a loan by Mr.
Chaussee to the Company.  Although  management has been in negotiations with Mr.
Chaussee in order to resolve the matter,  it appears  that it will be  necessary
for the Company to file suit in order to protect  its  interest in said note and
deed of trust.  Accordingly,  management  has instituted a search for counsel to
represent the Company with respect to this matter.

RESULT OF OPERATIONS
--------------------

The Company  incurred net (losses)  profits of ($428,968),  and $104,237 for the
three months ended  September 30, 1997 and 1996,  respectively.  Losses for both
periods  are  primarily  from  the  start-up  of  the  manufactured  home  sales
dealership operations.

                                       9
<PAGE>

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.

  

                                     10

<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: _______________________              BY:  /s/ Kenneth M. Cahill
                                                -----------------------
                                                KENNETH M. CAHILL, PRESIDENT



DATE: _______________________              BY:  /s/ Darel A. Tiegs
                                                -----------------------
                                                DAREL A. TIEGS, VICE PRESIDENT


DATE: _______________________              BY:  /s/ James A. Humpal
                                                -----------------------------
                                                JAMES A. HUMPAL, VICE PRESIDENT/
                                                SECRETARY / TREASURER
                                                Principal Financial Officer



                                       11