SECURITIES AND EXCHANGE COMMISSION                         
                            Washington, D.C.   2054

                                   FORM 10-Q

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


For Quarter Ended September 30, 1996              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 incorporation or             (I.R.S. Employer
              organization)                                 Identification No.)


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    

GALLERY RODEO INTERNATIONAL
2 N. Cascade Avenue, Suite 330, Colorado Springs, CO, 80903       
------------------------------------------------------------------
           
     (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) of the Securities Exchange Act of 1934 during
the pre- ceding 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  ____

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 November 19, 1996     
---------------------------------                 ------------------------------
  Common stock,  $.001 par value                       17,220,848 shares  
<PAGE>
                         
FORM 10-Q
3rd QUARTER





                                  INDEX

                                                                         PAGE   


PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements -

     Balance Sheets - September 30, 1996  (Unaudited)  and              
       December 31, 1995                                                       3

     Statements of Operations - Three months ended                 
       September 30, 1996 and 1995 and nine months ended
       September 30, 1996 and 1995 (Unaudited).                                4

     Statement of Cash Flows - Nine months ended                    
       September 30, 1996  (Unaudited) and 1995 (Unaudited)                    5


     Notes to Financial Statements (Unaudited)                                 7


     Item 2.  Management's Discussion and Analysis (Unaudited)                10



PART II - OTHER INFORMATION

     Items 1 through 6.                                                       11


     SIGNATURES                                                               12




     -  The accompanying financial statements are not
        covered by an independent certified public
        accountant's report.
<PAGE>
<TABLE>
<CAPTION>
                  SIERRA-ROCKIES CORPORATION AND SUBSIDIARIES
                          Consolidated Balance Sheets
                                  (Unaudited)

                                     ASSETS
                                                      September 30, December 31,
                                                          1996          1995
                                                          ----          ----
                                                       (unaudited)
<S>                                                  <C>            <C>                          
CURRENT ASSETS
Cash and cash equivalents ........................   $     1,867    $       229

Accounts receivable ..............................       150,000           --   

Prepaid expenses - Related Parties ...............        17,948           --   

Accrued interest .................................        21,403           --   

Current assets of discontinued operations ........          --        1,499,277
                                                                      ---------


Total Current Assets .............................       191,218      1,499,506

LAND HELD FOR FUTURE DEVELOPMENT .................     2,150,000      2,150,000

CONSTRUCTION IN PROGRESS .........................         7,028           --   

LAND HELD FOR SALE ...............................          --          370,000

PROPERTY AND EQUIPMENT, net ......................          --            3,202

OTHER ASSETS
Note Receivable ..................................          --          500,000

Note Receivable - Related Parties ................       476,667           --   

Other (including deposits on work in progress) ...         9,550         27,500

Assets of discontinued operations ................          --          766,210
                                                                        -------

TOTAL ASSETS .....................................   $ 2,834,463    $ 5,316,418
                                                     ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Current maturities of long-term debt .............   $   832,000    $   321,918

Accounts payable .................................       309,870        115,427

Note payable - Shareholder .......................       309,428           --   

Current liabilities of discontinued operations ...          --        2,621,146
                                                                      ---------


Total current liabilities ........................     1,451,298      3,058,491


LONG-TERM DEBT, net of current maturities
(including $862,000 to stockholders) .............          --          945,682

DEFERRED GAIN ON SALE ............................       690,500           --   

STOCKHOLDERS' EQUITY

Common stock, 100,000,000 shares, $.001 par value;
15,786,681 and 15,511,681 shares issued and
outstanding and September 30, 1996 and
December 31, 1995, respectively ..................        15,787         15,511

Additional Paid in Capital .......................     5,348,700      5,348,210

Accumulated deficit ..............................    (4,242,394)    (3,885,976)
                                                      ----------     ---------- 

                                                       1,122,093        477,745

Less stockholders' loans - net ...................      (429,428)      (165,500)
                                                        --------       -------- 


Total stockholders' equity .......................       692,665      1,312,245
                                                         -------      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .......   $ 2,834,463    $ 5,316,418
                                                     ===========    ===========
</TABLE>


See accompanying notes to these financial statements.

<PAGE>
<TABLE>
<CAPTION>
                  SIERRA-ROCKIES CORPORATION AND SUBSIDIARIES
                     Consolidated Statements of Operations
               For Three and Nine Months Ended September 30, 1996
                                  (Unaudited)


                                              THREE MONTHS ENDED             NINE MONTHS ENDED
                                                SEPTEMBER 30,                  SEPTEMBER 30,
                                               1996           1995             1996           1995
                                               ----           ----             ----           ----
<S>                                    <C>             <C>             <C>             <C>
NET SALES ..........................   $    150,000    $       --      $    150,000    $       --   

COST OF GOODS SOLD .................        150,000            --           150,000            --   
                                            -------                         -------                 

GROSS PROFIT .......................           --              --              --              --   

OPERATING EXPENSES .................        315,619         223,000         486,066         698,790
                                            -------         -------         -------         -------

(LOSS) FROM CONTINUING OPERATIONS ..       (315,619)       (223,000)       (486,066)       (698,790)

OTHER INCOME (EXPENSES):
Buyout management contract .........           --              --          (350,000)           --   

Write off notes of former employees        (215,500)           --          (215,500)           --

Gain on sale .......................           --              --            99,500            --   

Rental income ......................          1,250            --             2,121            --   

Interest income (expense), net .....       (108,177)        (76,270)       (170,134)       (287,772)
                                           --------         -------        --------        -------- 

INCOME (LOSS) BEFORE INCOME TAXES
AND DISCONTINUED OPERATIONS ........       (638,046)       (299,270)     (1,120,079)       (986,562)

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

INCOME (LOSS) BEFORE DISCONTINUED
OPERATIONS .........................       (638,046)       (299,270)     (1,120,079)       (986,562)

GAIN  ON DISPOSITION OF SUBSIDIARIES      1,031,182            --         1,031,182            --   

DISCONTINUED OPERATIONS, NET OF TAX            --          (267,561)       (267,520)         99,918
                                                           --------        --------          ------

NET INCOME (LOSS) ..................   $    393,136    $   (566,831)   $   (356,417)   $   (886,644)
                                       ============    ============    ============    ============ 
                               

INCOME (LOSS) PER SHARE ............   $        .02    $      (0.04)   $      (0.02)   $      (0.06)
                                       ============    ============    ============    ============ 

WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING ........................     15,761,125      16,146,015      15,761,125      15,781,585
                                         ==========      ==========      ==========      ==========
</TABLE>

See accompanying notes to these financial statements.
<PAGE>

<TABLE>
<CAPTION>

                  SIERRA-ROCKIES CORPORATION AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS
               FOR NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (Unaudited)

                                                               September 30,
                                                            1996           1995
                                                            -------    ---------

<S>                                                    <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss) ..................................   $  (356,417)   $  (886,644)

Adjustments to reconcile net income to net cash from
operating activities:

Depreciation and amortization ......................        37,430           --   

Gain on sale of land ...............................       (99,500)          --   

Gain on disposition of subsidiaries ................    (1,031,182)          --   

Accounts receivable ................................      (150,000)          --   

Accrued interest ...................................       (21,403)          --   

Prepaid expenses ...................................       (17,948)          --   

Other assets .......................................        17,950           --   

Accounts payable ...................................       194,443           --   

Changes in assets and liabilities related to
Discontinued Operations ............................     1,012,560        807,261
                                                         ---------        -------

Net cash provided by (used in)
operating activities ...............................      (414,067)       (79,383)

CASH FLOWS FROM INVESTING ACTIVITIES:

Proceeds from sale of property .....................       150,000           --   

Redemption notes receivable ........................       708,333        251,343

Capital expenditures ...............................        (7,028)       (17,019)
                                                            ------        ------- 


Net cash provided by (used in)
investing activities ...............................       851,305        234,324

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt, net ..................      (435,600)       (74,005)

Proceeds from related party loans ..................          --               66
                                                                               --

Net cash provided by (used in)
financing activities ...............................      (435,600)       (73,939)
                                                          --------        ------- 

Net increase (decrease) ............................         1,638         81,002

CASH AT BEGINNING OF PERIOD ........................           229         14,202
                                                               ---         ------

CASH AT END OF PERIOD ..............................   $     1,867    $    95,204
                                                       ===========    ===========
          


Supplemental disclosures of cash flow information:
Cash paid for year:
Interest ...........................................   $   239,772    $   211,502
                                                       ===========    ===========
</TABLE>

See accompanying notes to these financial statements.

<PAGE>
<TABLE>
<CAPTION>
                  SIERRA-ROCKIES CORPORATION AND SUBSIDIARIES
                            STATEMENTS OF CASH FLOWS
               FOR NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                  (Unaudited)



                                                            June 30,
                                                       1996           1995
<S>                                                    <C>            <C>
Noncash investing and financing activities:
Issuance of restricted stock in satisfaction
for certain debt .................................     $      265     $   47,969
                                                       ==========     ==========
                                                     
Sale of Elk Creek Gaming Hall
Notes receivable .................................     $     --       $  780,000

Liabilities assumed by purchaser .................           --          615,000

Cash received ....................................           --          120,000
                                                                         -------

Total proceeds ...................................     $     --       $1,515,000
                                                       ======         ==========
                                                    
Sale of Bloomer property

Notes receivable .................................     $  684,400     $     --

Liabilities assumed by purchaser .................        435,600           --

Cash received ....................................         40,000           --
                                                           ------             

Total proceeds ...................................     $1,160,000     $     -- 
                                                       ==========     ======   

</TABLE>
See accompanying notes to these financial statements.

<PAGE>

                                        
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)


1.  GENERAL:

     Sierra-Rockies   Corporation   (the   Company),   formerly   Gallery  Rodeo
International,  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, 1995.

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.   PREPAID EXPENSES:

     The company has prepaid  management fees to related  entity,  controlled by
members of the Board,  of $125,000 at September 30, 1996. The related entity has
loaned back approximately  $108,000 to the company to cover operating  expenses.
The amounts are shown net for financial statement purposes.

4.   NOTES RECEIVABLE:

     a. On May 17,  1994,  the Company  entered  into an  agreement to lease the
premises previously known as the Turf Club Casino,  which was located contiguous
to the Elk Creek  Gaming Hall.  Subsequently,  on June 30, 1995 the Company sold
the Elk Creek  Gaming Hall and  assigned  the Turf Club lease.  The terms of the
agreement  provided  the terms of the sale of the Elk Creek  Gaming Hall to be a
sales price of $1,500,000  (not  including a $20,000  discount) in the form of a
$365,000 down payment;  a promissory  note of $500,000  bearing  interest at 10%
with all principal  due in full within five years from the close of escrow,  and
the buyer s assumption of two promissory notes totaling $615,000.  Subsequently,
on July 1, 1966, the Company sold its interest in the above- referenced $500,000
promissory note and its accompanying deed of trust for $450,000 cash.

     b. On June 30, 1995, the Company  entered into an agreement for the sale of
certain  land and  buildings  known as the  Boomer  property  located in Cripple
Creek, Colorado to a related entity controlled by a member of management. Escrow
closed with  respect to the  transaction  in May,  1996.  Under the terms of the
agreement,  the Company  received  $150,000 on close of escrow ($15,000 of which
was  paid  on June  30,  1995,  and  the  remaining  paid  subsequently);  three
promissory notes with an aggregate  principal of $624,400  (bearing  interest at
7.5%); and assumption by the buyer of existing  indebtedness  totaling $385,600.
Subsequently,  on August 1, 1996,  the Company  sold its  interest in one of the
above-referenced promissory notes (Note #1 in the amount of $208,133.34) and its
accompanying deed of trust for $200,000 cash.


NOTES TO FINANCIAL STATEMENTS - CONTINUED

     c. Management has elected to write off certain notes  receivable , pursuant
to transactions  negotiated by former  management,  from former employees in the
amount of $215,500.  Management  will  aggressively  pursue  collection of these
amounts, however, it is uncertain as to amounts collectible.


5.   LAND HELD FOR FUTURE DEVELOPMENT:

     In May,  1993 the Company  purchased 10 contiguous  lots in Cripple  Creek,
Colorado,  to be the site of the Company s proposed  Wandering Star Hotel Casino
project (the  Wandering  Star Project ). The  Wandering  Star Project is located
within the Cripple Creek approved gaming district.  The Company  anticipates the
Wandering Star Project,  when completed,  will add approximately 200 hotel rooms
to a town  that  currently  has  approximately  400 hotel  rooms,  and which the
Company  estimates  currently  is in  need  of  approximately  1,500  rooms.  In
addition,  the Company  expects that the casino floor area of the Wandering Star
Project, at approximately  24,000 square feet, will be approximately three times
larger than the average casino floor area in the town of Cripple Creek.

6.  DISCONTINUED  OPERATIONS:

     As part of the March 29, 1996  agreement  with  Stephen R.  Thompson  which
brought about the management and Board of Directors  restructuring of May, 1996,
the Company entered into an asset purchase agreement dated May 9, 1996, pursuant
to which the  Company  has  agreed  to sell its  retail  art  sales and  gallery
operations, including all licenses, inventories and operating assets to Thompson
for  $1,000,000.  In payment for the assets,  Thompson has  delivered a note for
$1,000,000  secured by stock owned by Thompson  and  Clipper  Industries  in the
Company.  The note will bear  interest at 8%, and will be due and payable May 9,
2001, with first payment of interest due in February, 1997.

     On May 9, 1996, the effective date of the sale, Sierra-Rockies  Corporation
had an investment in the Subsidiaries sold of approximately  $1,183,000  through
intercompany advances made under prior management. As Management is uncertain as
to the collectibility of these advances, it has elected to reserve a loss on the
investment in subsidiaries of approximately  $587,000.  A gain on disposition of
subsidiary is disclosed in the operating statement of approximately  $1,031,000,
net of this reserve.

     The note for Thompson has been booked in an amount equal to the  underlying
value  of  shares   securing  the  $1,000,000  note  receivable  from  Thompson.
Management is uncertain as to the collectibility of any amounts in excess of the
value of shares owned by Thompson and therefore has elected to reserve  $880,000
of the note and the related  gain on sale of stock in  subsidiaries  acquired by
Thompson.

     A note  payable to Thompson in the amount of $309,428 is the balance due on
the buyout of his management contract and a note payable paid by Thompson on the
company s behalf.

7.   DEFERRED GAIN ON SALE:

     The sale of the Bloomer  property  resulted in a gain on sale of  $790,000.
The gain on sale will be  recognized on the  installment  method as principal is
collected on the notes  receivable of $624,400 and payoff of the assumed debt of
$385,600.

NOTES TO FINANCIAL STATEMENTS - CONTINUED


8.  NEW LINE OF BUSINESS:

     The  Company s Nevada  subsidiary  acquired  the  assets of a  construction
company located in Colorado Springs,  Colorado. The acquisition was accomplished
through the Company s  assumption  of certain  debt and payroll  expenses of the
construction company. This acquisition will enable the Company to take advantage
of the growing market relating to the installation of manufactured  homes in the
Colorado Springs area.


I.        RESTATEMENT OF OPERATING RESULTS:

     The operating results of the company have been restated for the nine months
ended September 30, 1995. The restatement  reverses a recognized gain on sale of
property of  approximately  $945,000.  The sale was never  completed and was not
included in the December 31, 1995 financial statements.

13.  SUBSEQUENT EVENTS:

     In September  1996,  the Company  entered into the  following the following
transactions for the following purposes:

     - The Company pursuant to shareholder  approval at their September 20, 1996
meeting  changed its name from Gallery  Rodeo  International  to  Sierra-Rockies
Corporation effective November 15, 1996.

     -  On  October  10,  1996,   the  Company   received  its   Certificate  of
Appropriateness  for the Wandering Star Project subject to final height variance
approval.

     -  Pursuant  to the  buyout of the  management  contract  with  Stephen  M.
Thompson,  the  company  issued  1,434,167  shares of common  stock to an entity
controlled by Thompson.  The issue of these shares  brings to a total  4,000,000
shares, or 23.23 % of outstanding shares, controlled by Thompson. 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 2nd  day of  October,  1996,  the  Company  acquired  in its  Nevada
subsidiary the assets of a  construction  company  located in Colorado  Springs,
Colorado, in exchange for certain assumption of debt and payroll expenses of the
construction  company.  The purpose of the  transaction was to take advantage of
commercialized  construction  market  having  to do  with  the  installation  of
manufactured homes in the Colorado Springs area.

     Following   shareholder   approval,   the  Company   changed  its  name  to
Sierra-Rockies  Corporation,  with the name change to be effective  November 15,
1996.

     The Company  received a Certificate of  Appropriateness,  subject to height
variance requirements, from the City of Cripple Creek, Colorado, with respect to
its Wandering Star Hotel & Casino project on October 10, 1996.

     Pursuant to the buyout of the management contract with Stephen M. Thompson,
the company issued 1,434,167  shares of common stock to an entity  controlled by
Thompson. The issue of these shares brings to a total 4,000,000 shares, or 23.23
% of outstanding shares, controlled by Thompson.


Financial Condition

     The Company s current financial status has current liabilities in excess of
current  assets  of  approximately  $1,260,000.  This is due  primarily  to debt
maturing  in the next twelve  months of $832,000  and the balance due Stephen M.
Thompson on the buyout of his management contract of approximately $309,500.

     In  order  to  meet  its  obligations  at  maturity  with  respect  to  the
outstanding  principal and interest on such notes  payable,  the Company will be
required to restructure  the terms of such notes payable  and/or  refinance such
notes through  additional third party debt and/or equity financing.  The Company
can make no assurances that it will be able to restructure the debt or as to the
ultimate terms thereof. In addition,  there can be no assurance that the company
will be successful in obtaining such third party financing.

Result of Operations:

     The company incurred net losses of $356,417 and $886,644 (restated) for the
nine months ended September 30, 1996 and 1995,  respectively.  The September 30,
1995 operating results as previously  reported were net income of $58,065.  This
has been  restated to exclude a gain on sale of property of $944,709.  The sales
transaction was never completed.

     For the nine months  ended  September  30,  1996,  Income  from  continuing
operations was a loss of $1,120,079 versus a loss from continuing  operations of
$986,562 the prior year period.  Third  Quarter 1996 results  include a one time
charges of $350,000 on the buyout of the Stephen M. Thompson management contract
and the write off of notes receivable from former employees of $215,500.  Should
the one time charges be excluded,  the operating  loss for the nine months ended
September 30, 1996 would be $554,579,  or an increase in income of $431,983 over
the prior year period.

     Loss from discontinued  operations was $267,520 for the period ended May 9,
1996 versus income of $99,918 for the nine months ended September 30, 1995.

     The Company also has  recognized a partial gain on  disposition  of its art
business  subsidiaries  of  approximately  $1,031,000.  The gain is  realized in
excess of a loss reserve of $586,870 in 1996. At the sale date,  the Company had
approximately  $1,183,000 invested in the subsidiaries through loans. Management
has  elected  to  write  off a  substantial  amount  of this  investment  due to
uncertainty as to collectibility.





PART II - OTHER INFORMATION

Item 1 Through 5 - No response required.

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

 (a)  Exhibits

11.1*  Statement Regarding Computation of Per Share Earnings.

27  Financial Data Schedule.

(b)  Reports on Form 8-K

     - A Form 8-K was filed August 22, 1996  regarding  its  intention to change
independent auditors.

     - A Form 8-K/A was filed  August 22, 1996 in order to amend and restate the
August 22, 1996 Form 8-K and to file Exhibit 16.1.




*         These exhibits will be filed by amendment. 

<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:           11/14/96                     BY:        /s/ Kenneth M. Cahill 
KENNETH M. CAHILL, PRESIDENT
                                     


DATE:           11/14/96                     BY:        /s/ J. Royce Renfrow
J. ROYCE RENFROW, SECRETARY


DATE:          11/14/96                      BY:         /s/ James A. Humpal 
JAMES A. HUMPAL, TREASURER
Principal Financial Officer
<PAGE>