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 March 31, 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 May 7, 1997
              -----                                 --------------
  Common stock,  $.0005 par value                87,330,900 shares
<PAGE>
FORM 10-Q
3rd QUARTER


                                  INDEX

                                                                        PAGE


PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements *

     Balance Sheets - March 31, 1997 (Unaudited)                          3

     Statements of Operations - Three months ended
       March 31, 1997 and March 31, 1996 (Unaudited)                      5

     Statement of Cash Flows - three months ended
       March 31, 1997 and March 31, 1996 (Unaudited)                      6


     Notes to Financial Statements (Unaudited)                            7


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



PART II - OTHER INFORMATION

     Items 1 through 6.                                                   8


     SIGNATURES                                                          10




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

<PAGE>

                            ECLIPSE CORPORATION
<TABLE>
<CAPTION>
                                  
                          Condensed Balance Sheet
                              March 31, 1997
                                (Unaudited)
                                     
                                  ASSETS
                                     
                                     
<S>                                                              <C>  
CURRENT ASSETS                                                             
   Cash and cash equivalents                                    $         -
   Restricted cash                                                   52,942
   Receivables:                                                            
      Trade, net of allowance of $5,080                              41,058
      Notes, related parties                                        204,067
      Employee                                                        4,750
      Accrued Interest                                               13,793
   Inventory, at cost                                             2,105,620
   Prepaid expenses                                                  99,207
                                                                     ------
                               TOTAL CURRENT ASSETS              $2,521,437
                                                                           
NOTES RECEIVABLE                                                    661,915
                                                                           
PROPERTY AND EQUIPMENT, less accumulated depreciation of                   
   $2,761                                                           141,747
                                                                           
OTHER ASSETS                                                               
    Deferred  charges,  less  accumulated  amortization  of          11,000
$2,200
   Other                                                              1,476
                                                                      -----
                                                                          
                                                                 $3,337,575
                                                                 ==========
</TABLE>
            See accompanying notes to condensed financial statements.

<PAGE>

                            ECLIPSE CORPORATION
<TABLE>
<CAPTION>
                                    
                    Condensed Balance Sheet, Concluded
                              March 31, 1997
                                (Unaudited)
                                     
                   LIABILITIES AND SHAREHOLDERS' EQUITY
                                     
                                     
                                     
<S>                                                          <C>   
CURRENT LIABILITIES                                                        
   Accounts payable                                            $    341,532
   Accrued expenses                                                   3,352
   Flooring lines                                                 1,156,105
   Notes payable                                                    528,793
   Deferred revenue                                                 131,328
   Other current liabilities - Related parties                       93,586
   Customer deposits                                                  9,394
                                                                      -----
                                  TOTAL CURRENT LIABILITIES    $  2,264,090
                                                                           
COMMITMENTS                                                               -
                                                                           
SHAREHOLDERS' EQUITY                                                       
   Preferred stock, $.0005 par value, 500,000 shares                       
authorized,                                                               -
      -0- issued and outstanding
   Common stock, $.0005 par value, 200,000,000 shares                      
authorized,                                                          37,578
      87,330,900 issued and outstanding
   Additional paid-in capital                                     1,184,978
   Retained earnings                                                 11,522
   Current earnings (loss)                                        (160,593)
                                                                  -------- 
                                 TOTAL SHAREHOLDERS' EQUITY       1,073,485
                                                                  ---------
                                                               $  3,337,575
                                                               ============
</TABLE>

                                     
                                     
         See accompanying notes to condensed financial statements.
<PAGE>

                            ECLIPSE CORPORATION
<TABLE>
<CAPTION>
                                     
                    Condensed Statements of Operations
                                     
                                     
                                                      For the Three Months Ended
                                                                March 31,
                                                                ---------
                                                                   
                                                            1997           1996
                                                            ----           ----
<S>                                                  <C>            <C> 
NET SALES .........................................  $   143,568           --

COST OF SALES .....................................       116,744           --
                                                        ---------      ---------
                                GROSS PROFIT ......        26,824           --

OPERATING EXPENSES
   Management fees, related parties ...............       103,000           --
   Selling, general and administrative ............        86,847           --
                                                           ------      ---------       
                                                          189,847           --
                                                         --------      ---------

               INCOME (LOSS) FROM OPERATIONS ......      (163,023)          --

OTHER INCOME (EXPENSE)
   Interest and dividend income ...................        27,174           --
   Interest expense ...............................       (23,868)          --
   Other income (expense), net ....................          (876)
                                                          -------      ---------
                TOTAL OTHER INCOME (EXPENSE) ......         2,430           --

INCOME (LOSS) BEFORE INCOME TAXES .................      (160,593)          --

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

INCOME (LOSS) FROM CONTINUING OPERATIONS ..........      (160,593)          --

DISCONTINUED OPERATIONS
   Net income from medical product
     development operations, net of $22,000
     in income taxes ..............................          --           51,842
                                                          -------         ------

                                  NET INCOME ......  $   (160,593)   $    51,842
                                                        =========      =========
                                                                           
                NET INCOME (LOSS) PER SHARE,                               
                       CONTINUING OPERATIONS         $       *         $    *
                                                            =====          ===== 
                                                                           
                 NET INCOME (LOSS) PER SHARE         $       *         $    *
                                                            =====          ===== 
                                                                           
         WEIGHTED AVERAGE SHARES OUTSTANDING           87,330,900     69,784,233
                                                       ==========     ==========
<FN>

* Less than $.01 per share.
</FN>
</TABLE>
         See accompanying notes to condensed financial statements.

<PAGE>

                            ECLIPSE CORPORATION
                                    
<TABLE>
<CAPTION>
                    Condensed Statements of Cash Flows
              for Three Months Ended March 31, 1997 and 1996
                                     
                                     
                                     
                                                          March 31,
                                                                    
                                                           1997           1996
                                                           ----           ----
<S>                                                    <C>            <C> 
CASH FLOWS FROM OPERATING ACTIVITIES .............     $ (22,355)     $   9,497
                                                       ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES
   Repayments, former president ..................          --           33,091
   Repayments, notes receivable - net ............        20,000           --
   Purchase certificate of deposit ...............          --          (50,000)
   Stock options exercised .......................          --           16,501
   Land for resale ...............................          --             --
   Capital expenditures ..........................          (600)          --
                                                            ----        ------- 

        Net  cash  provided  by  (used in) .......        19,400           (408)
investing activities

CASH FLOWS FROM FINANCING ACTIVITIES                         --             --
                                                       ---------      ---------

      Net increase (decrease) ....................        (2,955)         9,089

CASH AT BEGINNING OF PERIOD ......................        55,897        506,519
                                                          ======        =======
CASH AT END OF PERIOD ............................     $  52,942      $ 515,608
                                                       =========      =========
</TABLE>
            See accompanying notes to condensed financial statements.

<PAGE>
                               ECLIPSE CORPORATION

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)




1.  GENERAL:
        
     ECLIPSE  CORPORATION  (the Company) has elected to omit  substantially  all
other notes to the  financial  statements.  These interim  financial  statements
should be read in conjunction  with the Company's  annual report and report Form
10-KSB for the year ended December 31, 1996.
        
2.  UNAUDITED INFORMATION:
        
     The  information  furnished  herein was taken from the books and records of
the Company without audit.  However,  such information  reflects all adjustments
(consisting only of normal recurring  adjustments)  which are, in the opinion of
management,  necessary to reflect properly results of interim periods presented.
The  results  of  operations  for the  periods  presented  are  not  necessarily
indicative of the results to be expected for the year.
        
3.  STOCKHOLDERS EQUITY:
        
     In February 1996 the Board of Directors  granted  3,000,000  options to the
Company's two board members.  The options are  exercisable at $.02 per share for
five years.
        

<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 is in the process of re-engineering and re-platting portions of
the  platted,  and  platting  the  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. In its revised
development plan, the Company has negotiated with the City of Colorado Springs a
reconfiguration  of the Company's  subdivision,  which the Company expects to be
finalized in June 1997.

     The  Company  entered  into a Letter of  Intent  with  Technology  Learning
Systems,  Inc., to acquire  certain  assets of that company in exchange for cash
and stock  considerations  in amounts to be finalized  in a definitive  purchase
agreement, which the Company anticipates will be executed prior to June 1, 1997.

     With  respect to the  Company's  manufactured  housing  dealership,  it has
restructured  certain  retail credit  relationships  to facilitate  financing of
manufactured homes sold to consumers.  This restructuring  relates to results of
operations only.

     The Company also restructured  subdealer  agreements with existing dealers,
Grantham Realty of Ordway, Colorado, and Outpost Homes of Walsenburg, Colorado.

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

     As of March 31,  1997,  the  Company's  working  capital was  approximately
$257,347,  a decrease of  approximately  $265,059  from  December 31, 1996.  The
decrease  is  primarily  attributable  to  results  from  the  start-up  of  the
manufactured home sales dealership operations.

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

     The Company  incurred net (losses)  profits of ($160,593),  and $92,348 for
the three months ended March 31, 1997 and 1996, respectively. Due to a change in
business from the medical products industry to manufactured home dealership.

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

Item 1 Through 5 - No response required.


<PAGE>

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

     (a)  Exhibits

          27*  Financial Data Schedule.

     (b)  Reports on Form 8-K

          A Form 8-K was filed February 24, 1997, regarding a change
in Registrant's certifying accountant.
          
<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:           5/15/97       BY:  /s/ Kenneth M. Cahill
              -----------          -----------------------------
                                   KENNETH M. CAHILL, PRESIDENT



DATE:           5/15/97       BY:  /s/ J. Royce Renfrow
              -----------          -----------------------------
                                   J. ROYCE RENFROW, SECRETARY

DATE:          5/15/97        BY:  /s/ James A. Humpal
              ----------           -----------------------------
                                   JAMES A. HUMPAL, TREASURER
                                   Principal Financial Officer
<PAGE>