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 June 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                (I.R.S. Employer Identification No.)
of incorporation ororganization)                                  

2 North Cascade Avenue, Suite 330, Colorado Springs, Colorado         80903
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(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 June 30, 1997
-------------------------------                     ----------------------------
 Common stock,  $.001 par value                              17,393,048 
  shares                                            ----------------------------

<PAGE>
FORM 10-Q
2nd QUARTER

                                  INDEX
                                  -----

                                                                        PAGE
PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements -

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

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

     Statement of Cash Flows - Six months ended
     June 30, 1997 and June 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.


                                      -2-
<PAGE>

Part I.  Item 1.   Financial Information

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

                                  June 30, 1997

                                     ASSETS

<S>                                                                   <C>        
Accounts Receivable - related Party ...............................   $     8,765
Cost in excess of billings on uncompleted contracts ...............        58,357
                              Total current assets                         67,122

Land ..............................................................     2,150,000
Property & equipment, net .........................................         5,999
Construction in progress ..........................................        14,836
Notes receivable - related party ..................................     1,476,266
Allowance for doubtful notes receivable ...........................    (1,476,266)
                                                                      -----------
                                 Total assets                         $ 2,259,380
                                                                      ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable - trade ..........................................   $   307,885
Accounts payable - related party ..................................       240,000
Other, due to related party .......................................       251,184
Billings in excess of costs on uncompleted contracts ..............        24,661
Notes payable - related party .....................................       491,839
Notes payable .....................................................       690,960
                                                                      -----------
                              Total current liabilities                 2,006,529
                                                                      -----------

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 ..............      (116,533)
Retained deficit ..................................................    (5,383,663)
Current loss ......................................................      (472,341)
                                                                      -----------
Total liabilities and shareholders' equity ........................   $ 2,259,380
                                                                      ===========
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                        3

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


                                                             Three months ended              Six months ended
                                                                   June 30,                      June 30,
                                                                  ----------                     --------
                                                            1997            1996            1997           1996
                                                         --------------- -------------- -------------- ---------------

<S>                                                 <C>                <C>          <C>                 <C>  
Construction contract revenues earned ...........   $     53,541       $     -0-    $     90,934        $    -0-
Cost of construction contract revenues earned ...         46,816             -0-          76,849             -0-
                                                    ------------                        --------

Gross profit ....................................          6,725             -0-          14,085             -0-

Operating Expenses
     Management fees ............................        120,000          80,000         240,000          80,000
     General and administrative fees ............         60,593          55,840         120,888          90,447
                                                    ------------    ------------    ------------        --------
                                                         180,593         135,840         360,888         170,447

Loss from operations ............................       (173,868)       (135,840)       (346,803)       (170,447)

Other Income (Expense)
       Loss on equity investment-subsidiaries ...             -0-       (119,088)             -0-       (123,106)
       Buyout of former president's mgmt contract       (350,000)       (350,000)
       Interest expense .........................        (60,742)        (51,124)       (127,053)        (95,055)
       Interest income ..........................         16,431          33,098
       Other, net ...............................         (1,191)            500           1,515             871
                                                    ------------    ------------    ------------    ------------                

Loss before taxes ...............................       (235,801)       (639,121)       (472,341)       (704,639)

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

Net loss ........................................   $   (235,801)   $   (639,121)   $   (472,341)   $   (704,639)
                                                    ============    ============    ============    ============    

Net loss per share ..............................   $       (.01)   $       (.04)   $       (.03)   $   (.05)

Weighted average shares outstanding .............     17,393,048      15,516,681      17,393,048      15,516,681
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       4
<PAGE>
                           SIERRA ROCKIES CORPORATION
<TABLE>
<CAPTION>
                 Condensed Consolidated Statements of Cash Flows

                                                              Six Months Ended
                                                                   June 30,

                                                              1997        1996
                                                              ----        ----

<S>                                                      <C>          <C>      
Cash flows provided from operating activities ........   $  33,272    $ 131,261
                                                         ---------    ---------

Cash flows (used in)/provided by investing activities:
    Proceeds from sale of property ...................         -0-      150,000
    Purchase of equipment ............................        (962)         -0-
                                                         ---------    --------- 
Net cash (used in)/provided by investing activities ..        (962)     150,000
                                                         ---------    ---------

Cash flows used in financing activities
    Debt refinancing costs ...........................     (36,846)         -0-
    Debt repayments, net .............................         -0-     (281,237)
    Advances/repayments from/to related party, net ...       3,546          -0-
                                                         ---------    --------- 
Net cash used in financing activities ................     (32,310)    (281,327)
                                                         ---------    ---------

Net increase in cash .................................         -0-           24

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

Cash, end of period ..................................         -0-          327
                                                         =========    ==========
</TABLE>
      See accompanying notes to condensed consolidated financial statements

                                        5
<PAGE>

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

                                  June 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  chose to present in
the interim financial statements for the six months ended June 30, 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 June 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 sales to Eclipse Corporation ("Eclipse"), an affiliate, for the six
months ended June 30, 1997 were  approximately  $90,000.  Throughout the period,
advances of  approximately  $80,000 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 six months ended June 30,
1997 totalled $240,000.

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.

                                        6
<PAGE>
                           SIERRA ROCKIES CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

                                  June 30, 1997


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.

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 May 29, 1997, the Company's subsidiary,  Sierra Hospitality  Services,  Inc.,
entered into a management  contract with  Barrington  Hotel,  Donald  Schofield,
Robert  Schofield  and  Jodie  Wood  to  provide  management  services  for  The
Barrington Hotel located in Branson,  Missouri. The hotel is a 149-room, limited
service  hotel.  Under  the  terms  of  a  previous  letter  of  intent,  Sierra
Hospitality Services, Inc., began management of the hotel on June 1, 1997.

On June 9, 1997, the Company's subsidiary,  Sierra Hospitality  Services,  Inc.,
entered  into a  management  contract  with Great  Southern  Bank FSB to provide
management services for Brighton Place Motel located in Branson,  Missouri.  The
motel is a 78-room,  limited service motel. Sierra Hospitality  Services,  Inc.,
began  management  of the  motel  on June  11,  1997.  Approximately  $2,500  of
management fee income was earned as of June 30, 1997.

On May 28,  1997,  the Board  accepted  the  effective  resignation  of  Raymond
Bouchard  as a  Director  of the  Corporation  due to his  non-participation  in
corporate affairs.

The Company's construction subsidiary,  Sierra-Rockies  Development Corporation,
contributed  $(173,868) to corporate  operations  during the quarter ending June
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.

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

The Company's  financial condition remains unchanged from the previous report in
its March 31, 1997 Form 10-QSB.

The Company  holds  certain  promissory  notes secured by real estate in Cripple
Creek,  Colorado,  as a result of its sale of said property to Colorado  Escrow,
Inc., in June of 1996. These promissory notes have previously been written down.
In June of 1997 the holder of the first  mortgage upon said project  commenced a
foreclosure,  which resulted in the sale of said property at foreclosure sale on
June 18, 1997. The Company,  by virtue of its secured  position through deeds of
trust,  holds an equity  redemption  upon said  foreclosure  which expires on or
about  9/22/97.  Management  has not  determined  whether to exercise its equity
redemption in order to reacquire said property.

                                       8
<PAGE>
RESULT OF OPERATIONS:
---------------------

The Company incurred net (losses)/profits of $(235,801),  and $(639,121) for the
three months ended June 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

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




                                       9
<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:   8/28/97               BY:  /s/ Kenneth M. Cahill
     ------------                  ------------------------------------
                                   KENNETH M. CAHILL, PRESIDENT


DATE:   8/28/97               BY:  /s/ J. Royce Renfrow
     ------------                 -------------------------------------
                                  J. ROYCE RENFROW, SECRETARY

DATE:   8/28/97               BY:  /s/ James A. Humpal
     ------------                 -------------------------------------
                                  JAMES A. HUMPAL, TREASURER
                                  Principal Financial Officer


                                       10