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 September 30, 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 _X_  
of the Securities Exchange Act of 1934 during the pre-
ceding 12 months (or for such shorter period that the              No  ___
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 September 30, 1997
        -----                                        ---------------------
  Common stock,  $.001 par value                           17,393,048   
     shares
 
<PAGE>
FORM 10-Q
3rd QUARTER


                                  INDEX
                                  -----

                                                                          PAGE
                                                                          ----

PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements -

     Balance Sheets - September 30, 1997 (Unaudited ....................    3

     Statements  of  Operations  - Three  months ended  
       September  30, 1997 and
       September 30, 1996 and nine months ended
       September 30, 1997 and September 30, 1996 (Unaudited)  ..........    4

     Statement of Cash Flows - Nine months ended
     September 30, 1997 and September 30, 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  ................................................    9


     SIGNATURES ........................................................   10




     -  The accompanying  financial statements are not covered by an independent
        certified public accountant's report.




<PAGE>


Part I.  Item 1.   Financial Information

                           SIERRA ROCKIES CORPORATION
<TABLE>
<CAPTION>
                      Condensed Consolidated Balance Sheet

                               September 30, 1997

                                     ASSETS

<S>                                                                                  <C> 
Cash .............................................................................   $    2, 195
Accounts receivable - affiliate ..................................................        32,151
Cost in excess of billings on uncompleted contracts ..............................       112,517
                                                                                     -----------
                                                              Total current assets       146,863

Land .............................................................................     2,150,000
Property & equipment, net ........................................................         4,776
Construction in progress .........................................................        13,187
Deferred financing costs, net ....................................................        12,211
Notes receivable - related party .................................................     1,476,266
Allowance for doubtful notes receivable ..........................................    (1,476,266)
                                                                                     -----------
                                                                      Total assets   $ 2,327,037
                                                                                     ===========
                       LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable - trade .........................................................   $   256,938
Accounts payable - affiliate .....................................................       708,432
Accrued interest payable .........................................................       104,946
Billings in excess of costs on uncompleted contracts .............................        50,158
Notes payable - related party ....................................................       491,839
Notes payable ....................................................................       690,960
                                                                                      ----------
                                                         Total current liabilities     2,303,273
                                                                                      ==========

Convertible debentures ...........................................................        20,000
Common stock .....................................................................        17,146
Additional paid in capital .......................................................     5,404,010
Deferred gain-transactions with parties under common control .....................       784,232
Costs in excess of net assets acquired-related party .............................      (114,982)
Retained deficit .................................................................    (5,383,663)
Current loss .....................................................................      (702,978)
                                                                                     -----------  
Total liabilities and shareholders' equity .......................................   $ 2,327,037
                                                                                     ===========
</TABLE>
                  
      See accompanying notes to condensed consolidated financial statements

                                        3

<PAGE>
                           SIERRA ROCKIES CORPORATION
<TABLE>
<CAPTION>
                 Condensed Consolidated Statements of Operations


                                                          Three months ended                Nine months ended
                                                             September 30,                     September 30,
                                                          1997            1996            1997            1996
                                                    ------------     ------------ -------------- ----------------

<S>                                                 <C>               <C>          <C>             <C>    
Construction contract revenues earned ...........   $     28,439             -0-    $    119,372    $       -0-
Cost of construction contract revenues earned ...         28,042             -0-         104,891            -0-
                                                    ------------                        --------

Gross profit ....................................            397             -0-          14,482            -0-

Hospitality revenue .............................         13,567             -0-          13,567            -0-

Operating Expenses
     Management fees ............................        120,000         315,619         360,000         395,619
     General and administrative fees ............         58,193             -0-         179,081          90,447
                                                    ------------    ------------    ------------        --------
                                                         178,193         315,619         539,081         486,066

(Loss) from operations ..........................       (164,229)       (315,619)       (511,032)       (486,066)

Other Income (Expense)
       Loss on equity investment-subsidiaries ...                            -0-                        (123,106)
        Write off notes of former employees .....                       (215,500)                       (215,500)
       Buyout of former president's mgmt contract                            -0-                        (350,000)
       Interest income (expense), net ...........        (66,385)       (108,177)       (193,438)       (170,134)
       Other, net ...............................            (23)          1,250           1,492           2,121
                                                    ------------    ------------    ------------        --------

Loss before taxes ...............................       (230,637)       (638,046)       (702,978)     (1,342,685)

Income taxes ....................................            -0-             -0-             -0-             -0-

Net loss ........................................   $   (230,637)   $   (638,046)   $   (702,978)   $ (1,342,685)
                                                    ============    ============    ============     ===========

Net loss per share ..............................   $       (.01)   $       (.04)   $       (.04)   $       (.09)

Weighted average shares outstanding .............     17,393,048      15,761,125      17,393,048      15,761,125
</TABLE>



      See accompanying notes to condensed consolidated financial statements


                                        4
<PAGE>

                           SIERRA ROCKIES CORPORATION
<TABLE>
<CAPTION>
                 Condensed Consolidated Statements of Cash Flows

                                                             Nine Months Ended
                                                               September 30,

                                                            1997         1996
                                                            ----         ----
<S>                                                      <C>          <C>       
Cash flows used in operating activities ..............   $(202,151)   $(414,141)
                                                         ---------    ---------

Cash flows (used in)/provided by investing activities:
    Proceeds from sale of property ...................         -0-      150,000
    Redemption notes receivable ......................         -0-      708,333
    Purchase of equipment ............................         (62)      (7,028)
                                                         ---------    ---------
Net cash (used in)/provided by investing activities ..         (62)     851,305
                                                         ---------    ---------

Cash flows used in financing activities
    Debt refinancing costs ...........................     (39,846)         -0-
    Debt repayments, net .............................      28,960     (435,600)
    Advances/repayments from/to related party, net ...     215,294          -0-
                                                         ---------    ---------
Net cash used in financing activities ................     204,408     (435,600)
                                                         ---------    ---------

Net increase in cash .................................       2,195        1,564

Cash, beginning of year ..............................         -0-          303

Cash, end of period ..................................   $   2,195    $   1,867
                                                         =========    =========
</TABLE>


      See accompanying notes to condensed consolidated financial statements


                                        5
<PAGE>
                           SIERRA ROCKIES CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                               September 30, 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 has chosen to present
in the interim  financial  statements  for the nine months ended  September  30,
1997.

Certain  1996   financial   information   has  been  restated  to  conform  with
presentation in the annual 10-KSB report dated December 31, 1996.

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  September 30,
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  revenue earned from contracts  between Sierra Rockies  Development
Company (a  wholly-owned  subsidiary  of the  Company)  and Eclipse  Corporation
("Eclipse"),  an  affiliate,  for the nine months ended  September 30, 1997 were
approximately $119,000. Approximately $16,000 is recorded in accounts receivable
-  affiliate,  for amounts  due from  Eclipse.  Approximately  $76,000 is due to
Eclipse Corporation from the Company.

Throughout the period,  working capital advances of  approximately  $96,000 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 nine months  ended  September  30,  1997  totalled  $360,000.  At
September 30, 1997, amounts payable to IGI totalled $631,633.


                                        6

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

                               September 30, 1997

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

The Company's  management  agreement with IGI was amended on September 15, 1997,
retroactive to January 1, 1997, whereby the monthly management fee of $40,000 is
to be paid in cash of  $20,000  each month and  $60,000  paid  quarterly  in the
Company's  common stock. The number of shares to be issued will be determined on
a monthly basis on the last closing price as of each month.  As of September 30,
1997 no common stock had been issued to IGI as part of this amendment.


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
extinguishment. (See "Subsequent Events")


Note E:  Change in management
-------  --------------------

On September 1, 1997, J. Royce Renfrow resigned as Secretary and Director of the
Company.  He has been  replaced  as  Secretary  by Darel A.  Tiegs.  Stephen  M.
Thompson resigned as Director of the Company.


Note F:  Subsequent event
-------  ----------------

On October 8, 1997, due to the Company's default upon certain  promissory notes,
land related to the Wandering Star Project  located in Cripple Creek,  Colorado,
was sold in  foreclosure.  The  Company  has a  statutory  right to  redeem  the
property on or before  December 22, 1997,  and  management is making  efforts to
secure  funding  which will enable it to redeem the land.  In the event that the
Company is not successful in redeeming the Wandering Star Property, total assets
will decrease approximately $2,163,187 (book value of land and associated costs)
and  total  liabilities  will  decrease  approximately   $1,182,799  (amount  of
obligations secured by the property), without giving effect to any sums received
on the sale that are in excess of the net book value of the property.

The Bloomer  property in which the Company had previously sold to a director and
member of management,  in exchange for promissory  notes, was foreclosed upon by
another  creditor  also  holding  promissory  notes  secured  by  the  property.
Management has decided not to reacquire the property, even though it had a right
to do so, as it was not considered in the best interest of the Company. In 1996,
$476,266 was recorded as an allowance for doubtful notes  receivable  related to
the notes received in exchange for the sale of the Bloomer property.

                                        7


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

                               September 30, 1997


Note G:  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, of which is currently in
default.  These factors raise substantial doubt about its ability to continue as
a going concern.

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.


                                        8


<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 August 18, 1997, the Company's subsidiary, Sierra Hospitality Services, Inc.,
entered into a management  contract with Little Rock Legacy Hotel LLC to provide
management services for the Legacy Hotel located in Little Rock,  Arkansas.  The
hotel is a 116-room,  full-service  hotel. Under the terms of a previous Interim
Management Agreement, Sierra Hospitality Services, Inc., began management of the
hotel on July 27,  1997.  Approximately  $7,000 was earned as of  September  30,
1997.

The Company's Sierra Hospitality Services,  Inc., subsidiary continues to manage
the  Barrington  Hotel and  Brighton  Place  Motel,  both  located  in  Branson,
Missouri. Approximately $6,567 was earned during the third quarter of 1997.

The  hospitality  subsidiary  is also in the process of  negotiating  additional
management contracts.

The Company has entered into  negotiations  to acquire the  Barrington  Hotel in
Branson,  Missouri,  from its current owner, and is further  negotiating for the
acquisition of a hotel site near Denver, Colorado.

Further,  the Company  remains under  contract to acquire the  University Inn in
Laramie,  Wyoming,  and is in the process of finalizing  its due diligence  with
respect to that acquisition.

On September 1, 1997, J. Royce Renfrow resigned as Secretary and Director of the
Corporation.  He has been  replaced as Secretary  by Darel A. Tiegs.  Stephen M.
Thompson  resigned as  Director  of the  Corporation.  These  resignations  were
accepted by the Board of Directors at regular meetings of the Board.

The Company's construction subsidiary,  Sierra-Rockies  Development Corporation,
contributed  $28,439 to  corporate  revenue from  operations  during the quarter
ending September 30, 1997. The construction subsidiary is a company specializing
in the installation of manufactured houses.

The Company is continuing to pursue its  Wandering  Star Hotel & Casino  project
located in Cripple Creek,  Colorado.  The Company is in negotiations  with hotel
chains in order to establish a flag for its new hotel. Additionally, the Company
is still in the process of redesigning  its hotel  structure in order to conform
to flag  requirements  and in order to configure it to better fit upon the hotel
site currently owned by the Company.

                                       9
<PAGE>
FINANCIAL CONDITION
-------------------

The Company's  financial  condition has worsened from the previous report in its
June 30, 1997 Form 10-QSB.

The Company has defaulted upon certain notes held by Michael Chaussee secured by
its Wandering Star project located in Cripple Creek,  Colorado.  The foreclosure
sale upon the  property  was held on  October  8, 1997,  and the  Company  has a
statutory  right  to  redeem  the  property  on or  before  December  22,  1997.
Management  is making  efforts to secure  funding which will enable it to redeem
said real estate.

Management  determined not to exercise its  redemption  rights with respect to a
certain  foreclosure  upon other  property  previously  owned by the Company and
secured by deeds of trust in its  favor,  although  a  technical  right to do so
existed,  as  previously  reported  in  the  Company's  second  quarter  report.
Management  decided  it was not in the  best  interest  of the  Company  and its
shareholders  to expend  monies with regard to the  re-acquisition  of this real
estate previously sold by the Company.

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

The Company incurred net (losses)/profits of $(230,637),  and $(638,046) for the
three months ended September 30, 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

                  -  None





                                       10

<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: ___________________________          BY:    /s/ Kenneth M. Cahill
                                                  -------------------------
                                                  KENNETH M. CAHILL, PRESIDENT



DATE: ___________________________          BY:    /s/ Darel A. Tiegs
                                                  ------------------
                                                  DAREL A. TIEGS, SECRETARY


DATE: ___________________________          BY:    /s/ James A. Humpal
                                                  -------------------------
                                                  JAMES A. HUMPAL, 
                                                  V. PRESIDENT/TREASURER
                                                  Principal Financial Officer

                                       11