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 March 31, 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 March 31, 1998 was 45,000.

     Transitional Small Business Disclosure Format (check one)   YES____  NO _X_




<PAGE>


                                   1997 CORP.

                                  BALANCE SHEET

                                 MARCH 31, 1998



                                     ASSETS


Cash                                                                $  1,064.00
Shareholders Escrowed Funds                                         $152,383.00
                                                                    -----------
         TOTAL ASSETS                                               $153,447.00
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

         TOTAL LIABILITIES                                          $  2,807.00

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                             45.00
Paid in capital (See Note 3)                                        $210,005.00
Accumulated Deficit                                                 $(59,410.00)
                                                                    -----------

         TOTAL REDEEMABLE STOCKHOLDERS' EQUITY                      $150,640.00

TOTAL LIABILITIES AND REDEEMABLE
STOCKHOLDERS' EQUITY                                                $153,447.00
                                                                    ===========






                                        1


<PAGE>


                                   1997 CORP.

                             STATEMENT OF OPERATIONS




For the period from January 1, 1998 to March 31, 1998



Interest income                                                        $  1,021
                                                                       --------

Expenses:
   General and administrative expenses                                 $  2,400
                                                                       --------

         Total expenses                                                $  2,400
                                                                       --------

         Net loss                                                      $ (1,379)
                                                                       --------

         Basic and diluted loss per share                              $  (0.03)
                                                                       --------

         Basic and diluted weighted average shares                       45,000
                                                                       --------





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

                                        2



<PAGE>


                                   1997 CORP.

                             STATEMENT OF CASH FLOWS




For the period from January 1, 1998 to March 31, 1998

Cash and cash equivalents beginning of  period                          $ 1,064

Cash flows from operating activities:
    Net loss                                                            $(1,379)
    Changes in assets and liabilities:
    Accounts Payable                                                    $ 2,400
                                                                        -------


         Net cash from operating activities                             $ 1,021
                                                                        -------

Cash flows from investing activities:
     Interest payments to cash escrow reserve                           $(1,021)
                                                                        -------
         Net cash used in investing activities                          $(1,021)
                                                                        -------



         Cash and cash equivalents, end of period                       $ 1,064
                                                                        -------





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

                                        3


<PAGE>


                                   1997 CORP.

                          NOTES TO FINANCIAL STATEMENT

                                 MARCH 31, 1998



1.   FORMATION OF COMPANY

          1997 Corp. (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 (not yet identified)  which the Company
     believes will have  significant  growth  potential.  The Company intends to
     utilize the net proceeds of its initial public offering, equity securities,
     debt  securities,  bank and other  borrowing  or a  combination  thereof in
     effecting a business combination.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          The financial statements are prepared on an accrual basis.

          The  preparation of financial  statements in accordance with generally
     accepted  accounting  principles  requires  management to make  significant
     estimates  and  assumptions  that affect the reported  amount of assets and
     liabilities at the date of the financial statements and the reported amount
     of revenues and expenses during the reported  period.  Actual results could
     differ from those estimates.

3.   SHAREHOLDER 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 hold the proceeds
     and the stock  certificates  pursuant  to Rule 419 until the  approval of a
     business  combination  by the  shareholders  of the Company.  If a business
     combination  has not been approved by the  shareholders by October 28, 1998
     all proceeds will be promptly  returned to the  shareholders  and the stock
     certificates will be canceled.



                                        4


<PAGE>


                           PART II - OTHER INFORMATION

                                   1997 CORP.

                                 March 31, 1998



None.








                                        5


<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: May 12, 1998                               By: Richard L. Campbell
                                                 Acting Chief Financial Officer











                                        6