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 0-29644
                  --------------


                           SIERRA-ROCKIES CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         CALIFORNIA                                           33-0300193
--------------------------------------------------------------------------------
(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 ___
of the Securities Exchange Act of 1934 during the pre-
ceding 12 months (or for such shorter period that the            No _X_
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,  $.001 par value shares                     17,243,048   
<PAGE>

FORM 10-Q
1st QUARTER

                                  INDEX
                                  -----
                                                                          PAGE

PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements -

     Balance Sheets - March 31, 1997 (Unaudited)  and
       December 31, 1996                                                     3

     Statements of Operations - Three months ended
       March 31, 1997 and 1996 (Unaudited).                                  4

     Statement of Cash Flows - Three months ended
       March 31, 1997 and March 31, 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>
             SIERRA ROCKIES CORP
<TABLE>
<CAPTION>
             CONDENSED CONSOLIDATED BALANCE SHEET
             FORM 10-QSB MARCH 31, 1997



                                                                       MAR 31
                                                                   --------------
<S>                                                                <C>
             CASH & CASH EQUIVALENTS                                           0
             A/R - AFFILIATE                                              80,541
             COSTS IN EXCESS OF BILLINGS
               ON UNCOMPLETED CONTRACTS                                   39,811
                                                                   --------------
                                  TOTAL CURRENT ASSETS                   120,352

             LAND                                                      2,150,000

             PROPERTY & EQUIP, NET                                         6,347


             CONSTRUCTION IN PROGRESS                                     13,186

             DEFERRED FINANCING POINTS, NET                               27,635

             N/R-FORMER OFFICER                                        1,000,000
             N/R - RELATED PARTY                                         476,266
             ALLOWANCE FOR N/R                                       (1,476,266)
                                                                   --------------

                                          TOTAL ASSETS                 2,317,520
                                                                   ==============


             A/P - TRADE                                               (387,963)
             DUE TO RELATED PARTY                                     (238,092))
             BILLINGS IN EXCESS COSTS
               ON UNCOMPLETED CONTRACTS                                 (20,015)
             N/P-RELATED PARTY                                         (491,838)
             NOTES PAYABLE                                             (690,960)
                                                                   --------------

                             TOTAL CURRENT LIABILITIES               (1,828,868)


             CONVERTIBLE DEBENTURES                                     (20,000)

             COMMON STOCK                                               (17,146)
             APIC                                                    (5,404,010)
             DEFERRED GAIN-RELATED PARTY                               (784,232)
             COSTS IN EXCESS-COMMON CTRL                                 116,533
             RETAINED DEFICIT                                          5,383,663
             CURRENT LOSS                                                236,540
                                                                   --------------

                            TOTAL LIABILITIES & EQUITY               (2,317,520)
                                                                   ==============
</TABLE>

                                      -3-
<PAGE>
             SIERRA-ROCKIES CORPORATION
<TABLE>
<CAPTION>
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             FORM 10-QSB MARCH 31, 1997
                                                    Three months ended March 31,
                                                          1997            1996
                                                   -----------------------------
<S>                                                    <C>             <C>
CONSTRUCTION CONTRACT REVENUES EARNED ..........         37,393               0
COST OF CONSTRUCTION REVENUES EARNED ...........         30,033               0
                                                       -------------------------
GROSS PROFIT ...................................          7,360               0

MANAGEMENT FEES ................................        120,000               0
G&A EXPENSES ...................................         60,295          34,607
                                                       -------------------------
(LOSS) FROM OPERATIONS .........................       (172,935)        (34,607)

INTEREST EXPENSE ...............................         66,311          43,931
OTHER INCOME (EXPENSES) ........................          2,706          17,038
                                                       -------------------------


LOSS BEFORE TAXES ..............................       (236,540)        (61,500)

PROVISION FOR INCOME TAXES .....................              0               0
                                                       -------------------------

NET LOSS .......................................       (236,540)        (61,500)
                                                       =========================
</TABLE>



                                      -4-
<PAGE>
             SIERRA ROCKIES CORPORATION
<TABLE>
<CAPTION>
             CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
             FORM 10-QSB MARCH 31, 1997
                                                                  Three months ended March 31,
                                                                         1997        1996
                                                                    ---------------------

<S>                                                                   <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES ..............................   (22,787)       303
                                                                    --------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property & equip ....................................      (962)         0
                                                                    --------------------
                                     Net cash provided by investing      (962)         0
                                                                    --------------------


CASH FLOWS FROM FINANCING ACTIVITIES
   Debt refinancing costs .........................................   (36,846)
   Advances from affiliate ........................................    60,595
                                                                    --------------------
                                   Net cash provided from financing    23,749          0
                                                                    --------------------

INCREASE (DECREASE) IN CASH .......................................         0        303

CASH AT BEGINNING OF PERIOD .......................................         0          0

CASH AT END OF PERIOD .............................................         0        303
                                                                    ====================
</TABLE>

                                      -5-
<PAGE>


                           SIERRA ROCKIES CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                                 March 31, 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.

The  condensed  consolidated  statement  of cash flows  presented  in the annual
10-KSB report dated December 31, 1996 was presented in accordance with Statement
of Financial  Accounting  Standard No. 95 "Statement  of Cash Flows",  using the
direct method versus the indirect  method which  management  chose to present in
the interim financial statements for the three months ended March 31, 1997.

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.

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 March 31, 1997
were offset by an increase to the valuation allowance, bringing the net deferred
tax asset balance to $0.

Note C:  Related party transactions
         --------------------------

Construction sales to Eclipse  Corporation  ("Eclipse"),  an affiliate,  for the
three months ended March 31, 1997 totalled $37,393. Accounts receivable due from
Eclipse  were  $80,541 at March 31,  1997.  Throughout  the period,  advances of
approximately  $60,000 were received from Innercircle  Group,  Inc.  ("IGI"),  a
corporation that provides management  services to the Company.  Total management
fees  incurred  and  payable to IGI for the three  months  ended  March 31, 1997
totalled $120,000.

Note D:  Notes payable
         -------------

The Company  entered  into a  promissory  note,  face value of $690,960  with an
unrelated party, bearing interest at 15.5%, with interest payments of $8,924.90,
commencing February 14, 1997, due monthly, and principal and any unpaid interest
due  February  14,  1998.  This note  replaced  four  notes  payable  to various
shareholders and affiliates totalling $662,000. Proceeds from the note, paid off
the  related   party  notes  and  all  accrued   interest  due  as  of  date  of
extinquishment.


Note E:  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  and has been
forced to  restructure  a portion of its  long-term  debt.  These  factors raise
substantial doubt about its ability to continue as a going concern.

                                      -6-
<PAGE>
Management  is working  with its  primary  lenders to monitor  the status of its
indebtedness  and further  restructuring  of its long-term debt is expected.  In
addition,  management has commenced operations in the hospitality segment and is
currently  evaluating  plans to reduce  staffing and other costs.  Management is
also  planning to commence  collection  efforts on certain  related  party notes
receivable.

There can be no assurance that  management  will be successful in its efforts to
restructure debt, reduce costs,  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.




                                      -7-

<PAGE>
                           SIERRA-ROCKIES 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.

On the 26th day of February, 1997, the Company's subsidiary,  Sierra Hospitality
Services,  Inc., entered into a contract with Nayan Patel for the acquisition of
the University Inn located in Laramie, Wyoming. The University Inn consists of a
39-unit motor hotel. Under the contract,  the Company is to pay $800,000 in cash
and notes, and assume existing obligations.

The Company's construction subsidiary,  Sierra-Rockies  Development Corporation,
contributed  $(13,224) to corporate  operations  during the quarter ending March
31,  1997.  The  construction  subsidiary  is  a  company  specializing  in  the
installation of manufactured houses.

The Company is in the process of securing a height  variance with respect to its
Wandering Star Hotel & Casino project located in Cripple Creek, Colorado.

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

The Company  restructured  and consolidated a series of promissory notes secured
by deeds of trust  upon the  Wandering  Star Hotel & Casino  project  located in
Cripple Creek,  Colorado.  This restructuring  effectively extended the maturity
date of obligations upon the project to February, 1998.

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

The Company incurred net  (losses)/profits of $(236,540),  and $(61,500) for the
three months ended March 31, 1997 and 1996, respectively.

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

     - A Form 8-K was filed  April 21, 1997  regarding a change in  Registrant's
certifying accountant.


                                      -8-
<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.




                           SIERRA-ROCKIES CORPORATION
                           --------------------------
                                  (Registrant)




DATE:    8/27/97              BY:       /s/ Kenneth M. Cahill
      ---------------                   -------------------------------------
                                        KENNETH M. CAHILL, PRESIDENT



DATE:    8/27/97              BY:       /s/ J. Royce Renfrow
      ------------                      -------------------------------------
                                        J. ROYCE RENFROW, SECRETARY


DATE:    8/27/97              BY:       /s/ James A. Humpal
      ------------                      -------------------------------------
                                        JAMES A. HUMPAL, TREASURER
                                        Principal Financial Officer
   

                                       -9-