<PAGE>

              U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC  20549

                            FORM 10-QSB

     (Mark One)

      Quarterly  report under Section 13, or 15 (d) of the Securities
  Exchange Act of 1934

     For the quarterly period ended October  31, 1996

     Transition report under Section 13 or 15 (d) of the Exchange Act

     For the transition period from ________________ to  ________________

     Commission file number          0-12122

                   DANZAR INVESTMENT GROUP, INC.
  (Exact Name of Small Business Issuer as Specified in Its Charter)

       Colorado                                  84-0601802
  (State or Other Jurisdiction of               (I.R.S. Employer
   Incorporation or Organization)              Identification No.)

             17770 Preston Road, Dallas, Texas   75252
              (Address of Principal Executive Offices)

                                  
                           (972) 733-3005
          (Issuer's Telephone Number, Including Area Code)


      Check whether the issuer: (1) filed all reports required to  be
filed  by Section 13 or 15(d) of the Exchange Act during the past  12
months  (or for such shorter period that the registrant was  required
to  file  such  reports),  and (2) has been subject  to  such  filing
requirements for past 90 days.
     X Yes  No
               APPLICABLE ONLY TO ISSUERS INVOLVED IN
                 BANKRUPTCY PROCEEDINGS DURING THE
                        PRECEDING FIVE YEARS

      Check  whether the registrant filed all documents  and  reports
required to be filed by Section 12, 13, or 15 (d) of the Exchange Act
after  the  distribution of securities under a plan  confirmed  by  a
court.
Yes  No
                APPLICABLE ONLY TO CORPORATE ISSUERS

      State  the number of shares outstanding of each of the issuer's
classes  of  common  equity,  as  of  the  latest  practicable  date:
74,940,317, common stock, no par value.
<PAGE>
                    DANZAR INVESTMENT GROUP INC.
                             I N D E X

                                                 Page No.

Part I         FINANCIAL INFORMATION:

          Item 1.   Condensed Balance
                    Sheets                             3

                    Condensed Statements of
                    Operations                         4

                    Condensed Statements of
                    Cash Flows                         5

                    Notes to Condensed
                    Financial Statements
                    (unaudited)                        6

          Item 2.   Management's Discussion
                    and Analysis of Financial
                    Condition and Results of
                    Operations                         6

Part II   OTHER INFORMATION                            7



<PAGE>

                    DANZAR INVESTMENT GROUP INC.

                  PART I.   FINANCIAL INFORMATION

Item 1.  Financial Statements

                      CONDENSED BALANCE SHEETS


                               ASSETS
<TABLE>

<S>                                 <C>                 <C>
                                     October 31, 1996  April 30, 1996
                                    (Unaudited)        (Audited)

 Cash                               $   66                $    66


           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


 Accounts payable                   $   4,134          $   4,134
 Advances from officer and affiliates     300                300
    Total current liabilities           4,434              4,434

Stockholders' Equity (Deficit):
  Common stock no par value,
  75,000,000 shares authorized;
  74,940,317 shares issued
  at July 31, 1995 and April 30,1995    9,481              9,481
Additional paid in capital            873,216            873,216
Deficit                              (885,932)          (885,932)
                                       (3,235)            (3,235)
Less treasury stock, 68,353 shares 
   at cost                             (1,133)            (1,133)
                                       (4,368)            (4,368)

                                    $      66          $      66


</TABLE>

See accompanying notes to these financial statements.

<PAGE>

                     DANZAR INVESTMENT GROUP INC.

                    CONDENSED STATEMENTS OF OPERATIONS
                               (UNAUDITED)

<TABLE>
   <S>                              <C>                 <C>
                                         Six Months Ended
                                           October 31,
                                    1996               1995

Income                             $    -              $    -

Expenses                                 _                  -

Loss from operations                     -                  -

Provision for taxes                $     -             $    -

NET LOSS                           $     -             $    -

LOSS PER COMMON SHARE              $     *             $    *

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING                74,940,317          74,940,317

</TABLE>

*Net loss is less than $0.001 per share


See accompanying notes to these financial statements.

<PAGE>

                      DANZAR INVESTMENT GROUP INC.

                 CONDENSED STATEMENTS OF CASH FLOWS
                            (UNAUDITED)
<TABLE>
<S>                                                 <C>   <C>


                                              Six Months Ended
                                                  October 31,
                                              1996             1995

CASH FLOWS FROM OPERATING ACTIVITIES:
 Loss from operations                    $    -            $     -
 Increase in accounts payable                 -                  -
 Increase in accrued expenses                 -                  -

Net cash used by operating activities         -                  -

CASH FLOWS FROM INVESTING ACTIVITIES          -                  -

CASH FLOWS FROM FINANCING ACTIVITIES:
 Loan from Affiliate                          -                  -
 Net cash provided by financing
 activities                                   -                  -

NET INCREASE (DECREASE) IN CASH               -                  -

CASH AT BEGINNING OF PERIOD                   66                 66

CASH AT END OF PERIOD                      $  66             $   66

SUPPLEMENTAL INFORMATION:
 Cash paid for interest                     $ -              $  -
 Cash paid for taxes                        $ -              $  -
</TABLE>

See accompanying notes to these financial statements.
<PAGE>

              DANZAR INVESTMENT GROUP INC. AND SUBSIDIARIES

                 NOTES TO CONDENSED FINANCIAL STATEMENTS
                               (UNAUDITED)



Financial Statements

The  accompanying  unaudited financial statements  have  been  prepared  in
accordance with the instructions to Form 10-QSB and do not include  all  of
the  information  and  footnotes required by generally accepted  accounting
principles for complete financial statements.

In  the  opinion  of  management,  all adjustments  (consisting  of  normal
recurring accruals) considered necessary for a fair presentation have  been
included.  These statements should be read in conjunction with the  audited
financial statements and notes thereto included in the Registrant's  annual
Form  10-KSB  for  the  year  ended April 30, 1996.   The  results  of  the
operations  for  the  six-month  period ended  October  31,  1996  are  not
necessarily indicative of the operating results for the fiscal year  ending
April 30, 1997.

Item  2.    Management Discussion and Analysis of Financial  Condition  and
Results of Operations

No operating revenues were received during the six months ended October 31,
1996  and 1995. For the six months ended October 31, 1996, loss before  tax
was  $  -0-  compared to $ -0-  loss for the six months ended  October  31,
1995.  General and administrative expenses result from expenses related  to
SEC reporting requirements and recordkeeping fees.

Liquidity and Capital Resources

The  Registrant has met its shortfall of funds from operations during prior
periods  by  the  sale of its majority owned subsidiaries  assets,  and  by
borrowing from its Directors and companies affiliated with its Directors.

The  Registrant's present needs for liquidity principally  relates  to  its
obligations for its SEC reporting requirements and the minimal requirements
for  record keeping.  The Registrant has negligible liquid assets available
for  its  continuing  needs.   At present the Registrant  has  no  material
sources of external liquidity, and in the absence of any additional  liquid
resources, the Registrant will be faced with cash flow problems.



<PAGE>

                       PART II  -  OTHER INFORMATION


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

       (a)     Exhibits:

          (1)  Articles of Incorporation:    Incorporated by reference to
                                   Registration Statement filed
                                   on Form 10, May 10, 1984;
                                   File No.  0-12122

          (2)  Bylaws:             Incorporated by reference as
                                   immediately above.


          (b)  Reports on Form 8-K

                    None



                                SIGNATURES


Pursuant  to the requirements of the Securities Exchange Act of  1934,  the
Registrant  has duly caused this report to be signed on its behalf  by  the
undersigned thereto duly authorized.


                                   DANZAR INVESTMENT GROUP INC.
                                             (Registrant)

                                   By:  /s/ Daniel Wettreich
                                      DANIEL  WETTREICH,
                                      PRESIDENT




Date: December 14, 1996