FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



(Mark One)

[X]  QUARTERLY  REPORT  PURSUANT  TO SECTION  13 or 15(d) OF THE  SECURITIES
     EXCHANGES ACT OF 1934.

For the quarterly period ended September 30, 1998

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGES ACT OF 1934

For the transition period from __________________ to _________________

Commission file number 333-24671

                                   1997 CORP.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     13-3936988 
(State of other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization

315 West 106th Street, New York New York                                10025
(Address of principal executive offices)                             (Zip Code)

                                 (212)-678-6231
              (Registrant's telephone number, including area code)


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

     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 ___

     The number of shares  outstanding  of the  issuer's  single class of common
stock as of September 30, 1998 was 45,000.

     Transitional Small Business Disclosure Format (check one)       

                                         YES  ___        NO _X_    


<PAGE>


         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS



     The Company is currently in the  development  stage.  In 1997,  the Company
raised $150,000  through the sale of 30,000 shares of Common Stock. The proceeds
from the sale as well as the shares of Common Stock sold are  currently  held in
escrow pending  approval of a Business  Combination or the return of the same to
the  shareholders  of the Company.  All activity of the Company to date has been
related  to its  formation,  financing,  and review of  various  businesses  for
acquisition by the Company.  The Company does not have  discretionary  access to
the income on the monies in escrow account and  stockholders of the Company will
not  receive  any  distribution  of the  income  (except  in  connection  with a
liquidation  of the  Company)  or  have  any  ability  to  direct  other  use or
distribution  of such income.  Thus, such income will cause the amount in escrow
to increase.  The Company  cannot use the  escrowed  amounts to pay the costs of
evaluating potential Business  combinations.  To the extent that Common Stock is
used as consideration to effect a Business  Combination,  the balance of the net
proceeds from the offering not expended  will be used to finance the  operations
of the Target  Business.  No cash  compensation  will be paid to any  officer or
director in their  capacities as such until after the  consummation of the first
Business Combination.

     On July 15, 1998, 1997 Corp.,  entered into a Merger Agreement with CyBear,
Inc., a Florida corporation,  and has filed a Post-Effective  Amendment,  to its
Registration  Statement with the Securities and Exchange Commission (the "SEC").
The SEC declared the Post-Effective  Amendment effective on October 21, 1998 and
the Company has called a  shareholders  meeting for November 19, 1998 to vote on
the merger with CyBear.  CyBear was  organized by Andrx  Corporation,  a Florida
corporation,  as a  healthcare  communications  technology  company  to  develop
technology  and products to address the growing  communication  and  information
problems  within the  healthcare  community.  Assuming the  shareholders  of the
Company approve the transaction: (i) CyBear will be merged into 1997 Corp., (ii)
each share of Common Stock of 1997 Corp.  will be split into  approximately  six
shares of Common  Stock,  (iii) the name of the  corporation  will be changed to
CyBear,  Inc. (iv) the shares of authorized Common Stock will be increased to 25
million,  (v)  Andrx  Corporation  will be the  controlling  shareholder  of the
Company, and (vi) CyBear's employee stock option plan will be adopted.

     The  Company  had  interest  income of  $2,636  for the nine  months  ended
September  30, 1998 and total  expenses for the period of $61,270.  The expenses
were incurred primarily in connection with the proposed merger with CyBear.






<PAGE>

                                   1997 CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                     ASSETS


                                                                       Sept. 30, 1998       Dec. 31, 1997
                                                                       --------------       -------------
                                                                         (Unaudited)
<S>                                                                       <C>                 <C>      
Cash                                                                      $   1,028           $   1,064
Shareholders Escrowed Funds (See Note 4)                                  $ 153,998           $ 151,362
                                                                          ---------           ---------

         TOTAL ASSETS                                                     $ 155,026           $ 152,426
                                                                          =========           =========




                 LIABILITIES AND REDEEMABLE STOCKHOLDERS' EQUITY


Accounts Payable                                                          $  58,641           $     407
Notes Payable to Directors (See Note 3)                                   $   3,000                  --   
                                                                          ---------           ---------
         TOTAL LIABILITIES                                                $  61,641           $     407

REDEEMABLE STOCKHOLDERS' EQUITY

Preferred stock, $.01 par value, authorized 2,000,000 shares;
         none issued or outstanding                                       $      --           $      --
Common stock, $.001 par value, authorized 10,000,000 shares;
         issued and outstanding 45,000 shares                             $      45           $      45
Paid in capital                                                           $ 210,005           $ 210,005
Accumulated Deficit                                                       $(116,665)          $ (58,031)
                                                                          ---------           ---------

         TOTAL REDEEMABLE STOCKHOLDERS' EQUITY                            $  93,385           $ 152,019
                                                                          ---------           ---------

TOTAL LIABILITIES AND REDEEMABLE
STOCKHOLDERS' EQUITY                                                      $ 155,026           $ 152,426
                                                                          =========           =========
</TABLE>


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

                                       2
<PAGE>



                                   1997 CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                                                    For the period
                                                         Cumulative from                                                 from
                                                          March 17, 1997      Three Months       Nine Months        March 17, 1997
                                                          (inception) to          Ended             Ended           (inception) to
                                                           Sept. 30,1998      Sept. 30, 1998    Sept. 30, 1998       Dec. 31, 1997
                                                           -------------      --------------    --------------       -------------
                                                            (Unaudited)        (Unaudited)        (Unaudited)
<S>                                                          <C>                <C>                <C>                <C>      
Interest income                                              $   3,998          $   1,310          $   2,636          $   1,362
                                                             ---------          ---------          ---------          ---------

Expenses:
   General and administrative expenses                       $ 120,663          $  49,874          $  61,270          $  59,393
                                                             ---------          ---------          ---------          ---------

Total expenses                                               $ 120,663          $  49,874          $  61,270          $  59,393
                                                             ---------          ---------          ---------          ---------


Net loss                                                     $(116,665)         $ (48,564)         $ (58,634)         $ (58,031)
                                                             =========          =========          =========          =========

Basic and diluted loss per share                             $   (3.20)         $   (1.08)         $   (1.30)         $   (2.05)
                                                             =========          =========          =========          =========

Basic and diluted weighted average shares                       36,415             45,000             45,000             28,333
</TABLE>





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

                           
                                       3
<PAGE>



                                   1997 CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                          Cumulative from                                    For the Period from
                                                           March 17, 1997          For the Nine Months         March 17, 1997
                                                           (inception) to                ended                 (inception) to
                                                           Sept. 30, 1998            Sept. 30, 1998             Dec. 31, 1997
                                                           --------------            --------------             -------------
                                                            (unaudited)               (unaudited)
<S>                                                          <C>                        <C>                       <C>       
Cash flows from operating activities:
   Net loss                                                  $(116,665)                 $ (58,634)                $ (58,031)
   Stock-based compensation expense                             55,000                         --                    55,000
   Changes in assets and liabilities:                                                                            
   Increase in Accounts Payable for period                      58,641                  $  58,234                       407
                                                             ---------                  ---------                 ---------
                                                                                                                 
Net cash used in operating activities                        $  (3,024)                 $    (400)                $  (2,624)
                                                                                                                 
Cash flows from investing activities:                                                                            
   Increase to shareholders escrowed funds                   $(153,998)                 $  (2,636)                $(151,362)
                                                             ---------                  ---------                 ---------
Net cash used in investing activities                        $(153,998)                 $  (2,636)                $(151,362)
                                                                                                                 
Cash flows from financing activities                                                                             
   Notes Payable to Directors                                $   3,000                  $   3,000                        --
   Proceeds from issuance of common stock                    $ 170,000                         --                 $ 170,000
   Payments of stock issuance costs                          $ (14,950)                 $      --                 $ (14,950)
                                                             ---------                  ---------                 ---------
Net cash provided by financing activities                    $ 158,050                  $   3,000                 $ 155,050
                                                                                                                 
Increase (Decrease) in cash and cash equivalents             $   1,028                  $     (36)                $   1,064
during the period                                                                                                
                                                                                                                 
Cash and cash equivalents, beginning of period                      --                      1,064                        --
                                                             ---------                  ---------                 ---------
                                                                                                                 
Cash and cash equivalents, end of period                     $   1,028                  $   1,028                 $   1,064
                                                             =========                  =========                 =========
                                                                                                           
</TABLE>


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

                                       4
<PAGE>

                                   1997 CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1998
                                   (Unaudited)


1.   FORMATION OF COMPANY

     1997 Corp. (a development stage company) (the "Company"),  was incorporated
     in the  state of  Delaware  on March 17,  1997.  It  intends  to serve as a
     vehicle to effect a business  combination  with a target business which the
     Company  believes  will have  significant  growth  potential.  The  Company
     intends to utilize the net proceeds of this  offering,  equity  securities,
     debt  securities,  bank and other  borrowing  or a  combination  thereof in
     effecting a business combination. (See Note 5)

2.   UNAUDITED FINANCIAL STATEMENTS

     The interim  financial  statements as of September 30, 1998,  for the three
     and nine months ended  September  30,  1998,  for the period from March 17,
     1997 (inception) to September 30, 1998 and all related footnote information
     are  unaudited.  In the opinion of  management,  such  unaudited  financial
     statements  have been  prepared  by 1997  Corp.  pursuant  to the rules and
     regulations  of the  Securities  and  Exchange  Commission.  The  unaudited
     financial  statements reflect,  in the opinion of management,  all material
     adjustments (which include only normal recurring  adjustments) necessary to
     present fairly the Company's  financial position and results of operations.
     The  results of  operations  and cash  flows for the three and nine  months
     ended September 30, 1998, are not necessarily  indicative of the results of
     operations or cash flows which may be expected for the remainder of 1998.

3.   NOTES PAYABLE TO DIRECTORS

     Each of the Company 's two  directors  made a $1,500 loan to the Company in
     June 1998, bearing 7% interest and payable on demand, to provide capital to
     the Company to pay certain expenses.

4.   SHAREHOLDERS ESCROWED FUNDS

     Continental Stock Transfer & Trust Company  ("Continental")  is holding the
     public offering proceeds and the stock certificates of the public investors
     in  escrow  pursuant  to  Rule  419 of the  Rules  and  Regulations  of the
     Securities and Exchange Commission. Continental will



                                       5
<PAGE>

     hold the proceeds and the stock certificates pursuant to Rule 419 until the
     approval of a business combination by the shareholders of the Company.

5.   SUBSEQUENT EVENT

     On July 15, 1998, 1997 Corp.,  entered into a Merger Agreement with CyBear,
     Inc., a Florida corporation,  and has filed a Post-Effective  Amendment, to
     its Registration Statement with the Securities and Exchange Commission (the
     "SEC"). The SEC declared the Post-Effective  Amendment effective on October
     21, 1998 and the Company has called a shareholders meeting for November 19,
     1998 to vote on the  merger  with  CyBear.  CyBear was  organized  by Andrx
     Corporation,   a  Florida  corporation,   as  a  healthcare  communications
     technology  company to  develop  technology  and  products  to address  the
     growing  communication  and  information  problems  within  the  healthcare
     community.   Assuming  the   shareholders   of  the  Company   approve  the
     transaction:  (i) CyBear will be merged into 1997 Corp., (ii) each share of
     Common Stock of 1997 Corp. will be split into  approximately  six shares of
     Common Stock,  (iii) the name of the corporation will be changed to CyBear,
     Inc.  (iv) the shares of  authorized  Common  Stock will be increased to 25
     million,  (v) Andrx Corporation will be the controlling  shareholder of the
     Company and (v) CyBear's employee stock option plan will be adopted.

















                                       6
<PAGE>


                           PART II - OTHER INFORMATION

                                   1997 CORP.

                               SEPTEMBER 30, 1998



None.

















                                       7
<PAGE>


                                   SIGNATURES


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



                                                  1997 Corp.
                                                  Registrant

                                                  /s/ Richard L. Campbell
                                                  ----------------------------
Date: November 12, 1998                           By: Richard L. Campbell
                                                  Acting Chief Financial Officer




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