U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(MARK ONE)

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

                      For the quarter ended March 31, 1997
                                            --------------

             [   ] TRANSITION REPORT UNDER SECTION 13 OR A5(d) OF THE SECURITIES
                   EXCHANGE ACT OF 1934  (no fee required)



                         Commission file number 0-23544
                                                -------

                                EROX CORPORATION
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

           California                                        94-3107202
---------------------------------------                   --------------------
 (State or other jurisdiction of                           (I.R.S. employee 
  incorporation or organization)                          Identification No.)



4034 Clipper Court, Fremont, California                         94538
---------------------------------------                   --------------------
(Address of principal executive offices)                      (Zip code)


                    Issuer's telephone number: (510) 226-6874
                                               --------------

         Check whether the Issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]


                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 10,288,238 shares of Common
Stock as of May 5, 1997.

                                                                 Total Pages: 26
<PAGE>

                                EROX CORPORATION

                                      INDEX
                                                                            Page
                                                                            ----
PART I
FINANCIAL INFORMATION

         Item 1. Financial Statements

                  Condensed Balance Sheets (Unaudited)
                  as of March 31, 1997
                  and December 31, 1996...................................... 2

                  Statements of Income (Unaudited)
                  for the Three Months Ended
                  March 31, 1997 and 1996.................................... 3

                  Condensed Statements of Cash Flows
                  (Unaudited) for the Three Months
                  Ended March 31, 1997 and 1996.............................. 4

                  Notes to Condensed Financial Statements (Unaudited)........ 5

         Item 2. Management's Discussion and Analysis

                  Management's Discussion and Analysis of 
                  Financial Condition and Results of Operations.............. 6

PART II
OTHER INFORMATION

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

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

<PAGE>



                                     PART I
                              FINANCIAL INFORMATION


Item 1.  Financial Statements





<PAGE>
                                EROX Corporation
<TABLE>

                            Condensed Balance Sheets
                                  (unaudited)
<CAPTION>
                                                                      March 31,      December 31,
                                                                        1997             1996
                                                                     ------------    ------------
<S>                                                                  <C>             <C>         
Assets

Current assets:
  Cash and cash equivalents                                          $       --      $  2,059,084
  Accounts receivable, net of allowances of $307,730                    4,490,948       2,813,135
   and $501,677 in 1997 and 1996, respectively
  Inventory                                                             4,509,274       2,906,517
  Other current assets                                                    459,476          74,414
                                                                     ------------    ------------
Total current assets                                                    9,459,698       7,853,150

Property and equipment, net                                               143,474          71,516
                                                                     ------------    ------------

                                                                     $  9,603,172    $  7,924,666
                                                                     ============    ============


Liabilities and Shareholders' equity

Current liabilities:
  Accounts payable                                                   $  1,363,942    $  1,218,741
  Loan payable, bank                                                      942,378         500,000
  Accrued advertising                                                     343,184         218,249
  Accrued compensation                                                     79,845         176,038
  Other accrued expenses                                                1,170,496         482,033
                                                                     ------------    ------------
Total current liabilities                                               3,899,845       2,595,061

Commitments                                                                  --              --

Shareholders' equity:
  Convertible preferred stock, issuable in series, no par value,
    10,000,000 shares authorized, no shares issued and outstanding           --              --
  Common stock, no par value, 40,000,000 shares authorized,
    10,238,238 shares issued and outstanding at March 31, 1997
    and 10,156,905 shares at December 31, 1996                         17,558,773      17,374,734
  Accumulated deficit                                                 (11,855,446)    (12,045,129)
                                                                     ------------    ------------
Total shareholders' equity                                              5,703,327       5,329,605
                                                                     ------------    ------------

                                                                     $  9,603,172    $  7,924,666
                                                                     ============    ============

<FN>
See accompanying notes.
</FN>
</TABLE>
<PAGE>
                                EROX Corporation

                              Statements of Income
                                  (unaudited)



                                                  Three months ended March 31,
                                                 -------------------------------
                                                     1997              1996
                                                 ------------      ------------

Net sales                                        $  5,096,289      $  4,050,857
Cost of goods sold                                    907,686         1,059,841
                                                 ------------      ------------

Gross profit                                        4,188,603         2,991,016

Expenses:
   Research and development                            91,770            83,037
   Selling, general and administrative              3,907,278         2,857,157
                                                 ------------      ------------

Total expenses                                      3,999,048         2,940,194
                                                 ------------      ------------

Income from operations                                189,555            50,822

Interest income                                        11,980            10,603
Interest expense                                       (2,543)             --
Other income (expense)                                  1,474            (1,414)
                                                 ------------      ------------

Income before taxes                                   200,466            60,011

Provision for income taxes                             10,783              --
                                                 ------------      ------------

Net income                                       $    189,683      $     60,011
                                                 ============      ============

Net income per share                             $       0.02      $       0.01
                                                 ============      ============

Shares used in calculation of net
      income per share                             10,577,397        10,300,187
                                                 ------------      ------------


See accompanying notes.

<PAGE>
                                EROX Corporation


                            Statements of Cash Flows
                                  (unaudited)

                                                    Three months ended March 31,
                                                         1997           1996
                                                     -----------    -----------
Cash Flows from Operating Activities

Net income                                           $   189,683    $    60,011
Adjustments to reconcile net income to net cash
  used in operating activities:
  Depreciation                                            15,296         23,902

  Changes in operating assets and liabilities:
    Accounts receivable                               (1,677,813)      (796,745)
    Inventory                                         (1,602,757)      (935,046)
    Other current assets                                (385,062)        32,779
    Accounts payable and accrued liabilities             862,406        731,329
                                                     -----------    -----------
Net cash used in operating activities                 (2,598,247)      (883,770)

Cash Flows from Investing Activities
 Purchase of property and equipment                      (87,254)        (3,970)
                                                     -----------    -----------
Net cash (used in) investing activities                  (87,254)        (3,970)

Cash Flows from Financing Activities
 Net proceeds from (payments on) bank borrowings         442,378       (500,000)
 Proceeds from issuance of common stock                  184,039           --
                                                     -----------    -----------
Net cash provided by (used in) financing activities      626,417       (500,000)

Net (decrease) in cash and cash equivalents           (2,059,084)    (1,387,740)
Cash and cash equivalents at beginning of 
  the quarter                                          2,059,084      2,186,828
                                                     -----------    -----------
Cash and cash equivalents at end of the quarter      $         0    $   799,088
                                                     ===========    ===========

See accompanying notes.

<PAGE>


                                EROX Corporation

                     Notes to Condensed Financial Statements
                                   (Unaudited)

                                 March 31, 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

         The accompanying  unaudited  condensed  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the three months ended March 31, 1997 are
not necessarily  indicative of the results that may be expected for the calendar
year ending December 31, 1997. For further  information,  refer to the financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSB for the year ended December 31, 1996.

Inventory

         Inventories  are  stated  at the  lower of cost  (first  in - first out
method) or market.  The inventory at March 31, 1997  consists of finished  goods
inventory valued at $2,095,700, work in process of $388,797 and raw materials of
$2,024,777.  At December 31, 1996, these balances were $1,188,882,  $154,347 and
$1,563,288, respectively.

Net Income Per Share

         Net income per share is computed  using the weighted  average number of
common  shares and  dilutive  common  equivalent  shares  attributable  to stock
options outstanding during the period.

Accounting Pronouncements

         In February,  1997,  the Financial  Accounting  Standards  Board issued
Statement  No. 128,  Earnings per Share,  which is required to be adopted by the
Company on December  31,  1997.  At that time,  the company  will be required to
change the method  currently used to compute  earnings per share and restate all
prior periods.  Under the new requirements for calculating  primary earnings per
share, the dilutive effect of stock options will be excluded.  There is expected
to be no impact on primary  earnings  per share of the three  months ended March
31, 1996 or March 31, 1997.  The impact of Statement 128 on the  calculation  of
fully  diluted  earnings  per share for these  quarters  is not  expected  to be
material.

<PAGE>

Item 2. Management's Discussion and Analysis

         This report contains  forward-looking  statements within the meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange  Act  of  1934,  as  amended.  Except  for  the  historical
information contained in this discussion and analysis of financial condition and
results  of  operations,  the  matters  discussed  herein  are  forward  looking
statements.  These forward looking statements include but are not limited to the
Company's  plans for sales  growth and  expansion  into new  channels  of trade,
expectations  of gross  margin,  expenses,  new  product  introduction,  and the
Company's   liquidity  and  capital  needs.  These  matters  involve  risks  and
uncertainties  that could cause  actual  results to differ  materially  from the
statements made. In addition to the risks and  uncertainties  described in "Risk
Factors",  below,  these risks and  uncertainties  may include  consumer trends,
business cycles,  scientific  developments,  changes in governmental  policy and
regulation,  currency  fluctuations,  economic  trends in the United  States and
inflation. These and other factors may cause actual results to differ materially
from those anticipated in  forward-looking statements. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date hereof.

Risk Factors

         The  Company's  future  results  may be affected to a greater or lesser
degree by the following factors among others:

         Competition:  The prestige  fragrance  market is volatile and extremely
competitive.  Consumer preferences and demands can shift dramatically reflecting
changes in fashion and current fads. There are numerous fragrance products which
are better known than the products marketed by the Company.  There are also many
companies which have  substantially  greater  resources than EROX and which have
the ability to invest heavily in new product  development and introduction.  The
Company can expect that its competitors will attempt to compete with the Company
through the introduction of new products and promotion of existing products.

         In  addition,  the  product  life cycle of  fragrances  is  shortening.
Traditional  fragrance  companies now introduce a new fragrance every one to two
years  compared  to every four to five years as in the past.  This  increase  in
competing  fragrances  makes  it  difficult  for any one  fragrance  to hold the
consumer's  attention on a long term basis.  Although  the Company  believes the
inclusion  of  human  pheromones  as  a  component  clearly  differentiates  its
products,  other fragrances are competing for space with the Company's  products
at both the store level and in print and media advertising.

         Marketing: The failure to establish and maintain the necessary sales or
distribution  channels  could have a material  adverse  effect on the  Company's
business.  Although the Company believes its marketing strategy is the most cost
effective  way  to  introduce  its  products,  there  can be no  assurance  that
broader-scale  retail launches will be successful.  The Company cannot guarantee
that retail outlets or catalogues  will continue to carry the EROX products.  If
the current strategy is unsuccessful,  marketing of the Company's products would
require a new  strategy and may require a  significantly  more  expensive  sales
effort for which the Company may not have sufficient funds.

         Retail environment: Continued consolidation in the retail trade has led
to the emergence of four major retail players who control the major share of the
market.  Federated  Department Stores, The May Company,  Dayton  Hudson/Marshall
Fields and Dillard  Department  Stores now comprise the majority of US upper end
department  stores.  This  consolidation  could  lead to price  and  promotional
pressure and increased credit risk for the Company.

         The major U.S.  retailers  are also  moving  away from the  traditional
service  oriented  environment  toward one that is based on "value  pricing" and
self  service.  This change in emphasis  away from trained  sales  personnel and
retailer  support of  manufacturers  products  has created an  environment  that
values "newness" and price above quality and value. In light of these changes in
the retail  environment,  the Company may find it  necessary  to seek  alternate
channels of distribution to sell their products.

         Seasonality:  Sales in the fragrance  industry are generally  seasonal,
with generally  higher sales in the second half of the calendar year as a result
of increased  demand for fragrance  products in  anticipation  of and during
<PAGE>

the Christmas holiday season. The anticipated seasonality of the Company's sales
could cause a significant variation in its quarterly operating results.

         Patent protection:  There can be no assurance that any patent or patent
application  owned  or  controlled  by the  Company  will  continue  to  provide
commercially  significant  protection of the Company's technology or ensure that
the  Company  may not be  determined  to infringe  valid  patents of others.  No
assurance can be given that others will not independently  develop substantially
equivalent  proprietary  information  or otherwise  gain access to the Company's
trade  secrets or that the Company  can  meaningfully  protect  its  technology,
proprietary information or trade secrets.

         Attraction and retention of key employees: The success of the Company's
future operations  depends in large part on the Company's ability to recruit and
retain key employees and  consultants  with research,  product  development  and
marketing  experience,  as well as other  professionals  who are in considerable
demand.  There  can be no  assurance  that the  Company  will be  successful  in
retaining or recruiting such key personnel.

         Dependence  on third  parties for  manufacturing:  The Company does not
have  facilities to manufacture its products and relies on Pherin to manufacture
its  pheromones and third parties to supply  components  and to blend,  fill and
package its fragrance  products.  The Company  believes that such  manufacturing
services are the most  effective  method of  producing  its  products.  Contract
fillers are used by the majority of the fragrance industry,  and the Company has
no current  plans to set up its own  filling  facilities.  However,  as with any
business that is not vertically  integrated,  if the Company is unable to obtain
or  retain  fragrance   suppliers,   component   manufacturers  or  third  party
manufacturing  on  acceptable  terms,  it may not be able to  obtain  commercial
quantities of its products, which would adversely affect results.

Results of Operations

Three  Months  ended March 31, 1997 as compared to the Three  Months ended March
31, 1996

         During the first  quarter of 1997,  the Company  reported  net sales of
$5,096,289  compared to $4,050,857 for the first quarter of 1996.  This increase
was due to the launch of the Company's most recent  pheromone  based  fragrance,
inner  Realm.  Net sales of inner Realm were  $2,240,000  during the first three
months of 1997.  Orders not  related  to new  product  launch or  initial  store
openings were  $2,856,000  and $2,342,000 in the first quarter of 1997 and 1996,
respectively.  In the prior  year's  quarter new store  openings  accounted  for
$1,709,000 in sales.

--------------------------------------------------------------------------------
Class of Trade                                            1997         1996
--------------------------------------------------------------------------------

U.S. Department Store/Retail                        $4,747,111   $3,945,704
Duty Free and International                            344,188       76,002
Direct Marketing                                         4,990       29,151
                                                    ----------   ----------

Net Sales                                           $5,096,289   $4,050,857

       Gross margin  increased to 82% in the first quarter of 1997 from 74% in
the first  quarter of 1996.  This  increase was due to the mix of product  lines
between  inner  Realm and Realm  Women and Realm Men.  inner  Realm has a higher
gross margin than Realm Women and Realm Men due to a significantly lower cost of
goods for the primary  packaging.  During the first quarter of 1997, the Company
also sold fewer numbers of promotional sets than during the same period in 1996.
During  1996,  the Company  sold  promotional  sets to support the launch of its
Realm Women and Realm Men in several  department  store chains.  Future quarters
may have a  different  gross  margin  depending  on the demand  for  promotional
products and the  percentage  of higher  margin inner Realm sales in relation to
sales for Realm Women and Realm Men.

         Research and  Development  expenses for the first  quarters of 1997 and
1996 were $91,770 and $83,037,  respectively.  These costs  principally  reflect
payments and costs under the Company's contract with Pherin Corporation.

         Selling and marketing  expenses  remained  constant at 61% of sales for
the three months ended March 31, 1997 and 1996. Expenses in 1997 were mainly for
the support of the launch of inner  Realm,  while 1996  expenses
<PAGE>

related  to the  launch of Realm  Women and  Realm Men in new  department  store
chains.  General and  Administrative  expenses  increased in 1997 as the Company
spent funds on  personnel  and  infrastructure  to support  future  growth.  The
Company incurred  incremental  expenses in connection with new line items (local
print  advertising  campaigns,  scented  catalogue inserts and sampling devises,
radio  advertising,  fragrance  modeling and promotional  products),  innovative
value set packaging and pheromone product development.  During 1996, the Company
incurred  advertising  costs  for local  print  advertising  campaigns,  scented
catalogue  inserts  and  sampling  devises,  sales  staff to support  efforts in
department and specialty store chains, radio advertising, fragrance modeling and
promotional products.

         Interest  income was $11,980 and $10,603 for the first  quarter of 1997
and 1996, respectively.  During the quarter ended March 31, the Company incurred
interest expense related to its line of credit in the amount of $2,543.

         The Company's  effective tax rate for the first quarter of 1997 was 5%.
This was based upon  projected  profits for the entire year taking into  account
utilization of net operating loss carry forwards.


LIQUIDITY

         At March 31, 1997, the Company had borrowed  $942,378  against its $6.0
million line of credit.  Working capital was $5,559,853.  At March 31, 1996, the
Company had cash balances of $799,088 and working capital of $3,562,959. For the
first  quarter of 1997,  net cash used in operating  activities  was  $2,598,247
compared  to $883,770  for the prior  year's  quarter.  Assuming  the  Company's
activities  proceed  substantially as planned,  the Company's line of credit and
anticipated  revenues  from product sales should be adequate to meet its working
capital needs over the next twelve months.  Working  capital  requirements  will
primarily  be for  the  supply  of  inventory,  staffing,  product  development,
promotion and training and accounts receivable financing.

         Additional  working  capital  may  be  required  should  the  Company's
continued  expansion  fail to generate  anticipated  consumer  response  levels.
Furthermore,  additional  working  capital  may be  required  should the Company
experience a greater than planned success with its product and retail expansion.
Funds would be needed for inventory  build,  accounts  receivable  financing and
staffing purposes. If the company fails to achieve significant revenues from its
1997  marketing  efforts,  or if  retail  expansion  proves  to be more  capital
intensive than planned,  or if the Company's new product,  inner Realm, does not
meet sales projections, the Company may require additional funding.

         On March 28, 1997,  the Company  signed a  renegotiated  loan agreement
with Mid-Peninsula  Bank of Palo Alto,  California (the "Bank") providing for an
increased  line of  credit.  The  Company  may  borrow up to $6.0  million at an
interest rate equal to the Bank's prime rate plus .25% with  borrowings  secured
primarily by the Company's trade receivables and inventory. The agreement, which
expires in April,  1998,  contains  certain  debt-to-equity  and working capital
covenants. There are no charges for any unused portions of the line.

<PAGE>

                                     PART II
                                OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibit 10.14 Business Loan Agreement 
                dated April 1, 1997                                       E- 11
              Exhibit 11-Statement re: Computation of 
                Per share Earnings                                        E- 22
              Exhibit 27.01-Financial Data Schedule                       E- 23

         (b) The  Company  did not file any reports on Form 8-K during the three
             months ended March 31, 1997.


<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  had duly  caused  this  Report  to be  signed  on behalf by the
undersigned thereunto duly authorized.


                                      EROX CORPORATION
                                      Registrant




Date:  May 15, 1997                   /s/ William P. Horgan
                                      ------------------------------------------
                                               William P. Horgan
                                      Chairman and Chief Executive Officer




Date:  May 15, 1997                   /s/ Maxine C. Harmatta
                                      ------------------------------------------
                                               Maxine C. Harmatta
                                      Vice President, Finance and Administration