<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

   
                                FORM 10-QSB/A-1
    

           [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
               For the quarterly period ended September 30, 1998

                                      OR

          [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
            For the transition period from __________ to __________

                      Commission file number:  000-22865


                        VERSAILLES CAPITAL CORPORATION
                 --------------------------------------------
                     (Exact name of small business issuer 
                         as specified in its charter)

       Colorado                                            84-1044910
---------------------------------                   -------------------------
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                   Identification Number)

          370 17th Street, Suite 2350, Denver, Colorado            80202    
         -------------------------------------------------------------
            (Address of principal executive offices)         (Zip Code)

                                (303) 595-3300
                      -----------------------------------
             (Registrant's telephone number, including area code)

                      -----------------------------------
             (Former name, former address and former fiscal year, 
                         if changed since last report)

Indicate by check mark 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 preceding 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. 
                                                              [X] Yes   [ ] No
 
         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                       DURING THE PRECEDING FIVE YEARS:

Indicated by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  
                                                              [ ] Yes   [ ] No

                     APPLICABLE ONLY TO CORPORATE ISSUERS:
                           
As of September 30, 1998, Registrant had 1,284,116 shares of common stock,
$.05 par value, outstanding.


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<PAGE>
                                     INDEX
                                     -----

                                                                    Page
                                                                   Number
                                                                   ------
Part I.     Financial Information

       Item I.   Financial Statements
                      
                 Balance Sheets as of September 30, 1998 
                 and March 31, 1998                                   2

                 Statements of Operations, Three Months Ended
                 September 30, 1998                                   3

                 Statements of Operations, Six Months Ended 
                 September 30, 1998                                   4

                 Statements of Cash Flows, Three Months Ended
                 September 30, 1998                                   5
            
                 Statements of Cash Flows, Six Months Ended 
                 September 30, 1998                                   6
       
                 Notes to Financial Statements                        7

       Item 2.   Management's Discussion and Analysis of 
                 Financial Conditions and Results of Operations       8

Part II.    Other Information                                         9


<PAGE>
<PAGE>
                        VERSAILLES CAPITAL CORPORATION
                                BALANCE SHEETS
                                  (Unaudited)


<TABLE>
<CAPTION>

                                                September 30,   March 31, 
                                                    1998           1998    
                                               -------------  -------------
<S>                                            <C>            <C>

                                    ASSETS
                                    ------

Current Assets
  Cash                                         $          -   $          - 
                                               -------------  -------------
     Total Current Assets                                 -              - 

Total Assets                                   $          -   $          - 
                                               =============  =============

   
                    LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                    ---------------------------------------

Current Liabilities:
  Accounts payable                             $      8,992   $     11,690 
  Advances from stockholders                         12,245          7,461 
                                               -------------  -------------
Total Current Liabilities                            21,237         19,151 
                                               -------------  -------------

Stockholders' (Deficit):
  Preferred Stock, $.10 par value, 
     50,000,000 shares authorized,
      none issued and outstanding                         -              - 
  Common Stock, $.05 par value, 
     100,000,000 shares authorized,
      1,284,116 shares issued and outstanding        64,206         64,206 
  Additional paid-in capital                        447,691        447,691 
  Accumulated (deficit)                            (533,134)      (531,048)
                                               -------------  -------------
Total Stockholders' (Deficit)                       (21,237)       (19,151)
                                               -------------  -------------
 
Total Liabilities and Stockholders' (Deficit)  $          -   $          - 
                                               =============  ============
    

</TABLE>

   The accompanying notes are an integral part of the financial statements.



<PAGE>
   
<PAGE>
                        VERSAILLES CAPITAL CORPORATION
                            STATEMENT OF OPERATIONS
                                  (Unaudited)

                     Three Months Ended September 30, 1998

<TABLE>
<CAPTION>

<S>                                                         <C>


Revenues                                                    $         - 
                                                            -------------
Operating Expenses:
  Professional fees                                                (500)
  Other                                                             150 
                                                            -------------
    Total Operating Expenses                                       (350)
                                                            -------------

Net Income                                                  $       350 
                                                            -------------

Per Share                                                   $       nil 
                                                            =============

Weighted Average Number of Shares Outstanding                 1,284,116 
                                                            =============

</TABLE>

   The accompanying notes are an integral part of the financial statements.
    






<PAGE>
<PAGE>
                        VERSAILLES CAPITAL CORPORATION
                            STATEMENT OF OPERATIONS
                                  (Unaudited)

                      Six Months Ended September 30, 1998

<TABLE>
<CAPTION>

<S>                                                         <C>


Revenues                                                    $         - 
                                                            -------------
   
Operating Expenses:
  Professional fees                                               1,500 
  Other                                                             586 
                                                            -------------
    Total Operating Expenses                                      2,086 
                                                            -------------

Net Income                                                  $    (2,086)
                                                            -------------
    

Per Share                                                   $       nil 
                                                            =============

Weighted Average Number of Shares Outstanding                 1,284,116 
                                                            =============

</TABLE>

   The accompanying notes are an integral part of the financial statements.



<PAGE>
   
<PAGE>
                        VERSAILLES CAPITAL CORPORATION
                            STATEMENT OF CASH FLOWS
                                  (Unaudited)

                     Three Months Ended September 30, 1998

<TABLE>
<CAPTION>

<S>                                                         <C>

Cash Flows Operating Activities:
  Net income                                                $      (350)
  (Decrease) in accounts payable                                 (1,600)
                                                            -------------

Net Cash (Used in) Operating Activities                          (1,250)
                                                            -------------

Cash Flows from Investing Activities                                  - 
                                                            -------------

Cash Flows from Financing Activities:
  Advances from related party                                     1,250 
                                                            -------------

Net Cash Provided by Financing Activities                         1,250 
                                                            -------------
Increase in Cash                                                      - 

Cash, Beginning of Period                                             - 
                                                            -------------

Cash, End of Period                                         $         - 
                                                            =============

Interest Paid                                               $         - 
                                                            =============

Income Taxes Paid                                           $         - 
                                                            =============

</TABLE>

   The accompanying notes are an integral part of the financial statements.
    


<PAGE>
<PAGE>
                        VERSAILLES CAPITAL CORPORATION
                            STATEMENT OF CASH FLOWS
                                  (Unaudited)

                      Six Months Ended September 30, 1998

<TABLE>
<CAPTION>

<S>                                                         <C>

   
Cash Flows Operating Activities:
  Net (loss)                                                $    (2,086)
  (Decrease) in accounts payable                                 (2,698)
                                                            -------------

Net Cash (Used in) Operating Activities                          (4,784)
                                                            -------------

Cash Flows from Investing Activities                                  - 
                                                            -------------

Cash Flows from Financing Activities:
  Advances from related party                                     4,784 
                                                            -------------

Net Cash Provided by Financing Activities                         4,784 
                                                            -------------
Increase in Cash                                                      - 
    

Cash, Beginning of Period                                             - 
                                                            -------------

Cash, End of Period                                         $         - 
                                                            =============

Interest Paid                                               $         - 
                                                            =============

Income Taxes Paid                                           $         - 
                                                            =============

</TABLE>


   The accompanying notes are an integral part of the financial statements.


<PAGE>
<PAGE>
                        VERSAILLES CAPITAL CORPORATION
                         NOTES TO FINANCIAL STATEMENTS
                        September 30, 1998 (Unaudited)


(1)  Condensed Financial Statements
     ------------------------------

     The financial statements included herein have been prepared by Versailles
     Capital Corporation without audit, pursuant to the rules and regulations
     of the Securities and Exchange Commission.  Certain information and
     footnote disclosures normally included in the financial statements
     prepared in accordance with generally accepted accounting principles have
     been condensed or omitted as allowed by such rules and regulations, and
     Versailles Capital Corporation believes that the disclosures are adequate
     to make the information presented not misleading.  It is suggested that
     these financial statements be read in conjunction with the March 31, 1998
     audited financial statements and the accompanying notes thereto.  While
     management believes the procedures followed in preparing these financial
     statements are reasonable, the accuracy of the amounts are in some
     respects dependent upon the facts that will exist, and procedures that
     will be accomplished by Versailles Capital Corporation later in the year.

     The management of Versailles Capital Corporation believes that the
     accompanying unaudited condensed financial statements contain all
     adjustments (including normal recurring adjustments) necessary to present
     fairly the operations and cash flows for the periods presented.


<PAGE>
<PAGE>
          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


Versailles Capital Corporation (the "Company") was organized as a Colorado
corporation on December 31, 1986, in order to evaluate, structure and complete
a merger with, or acquisition of, prospects consisting of private companies,
partnerships of sole proprietorships.  The Company may seek to acquire a
controlling interest in such entities in contemplation of later completing an
acquisition.  The Company is not limited to any operation or geographic area
in seeking out opportunities.  Management has not identified any particular
business or industry within which the Company will seek an acquisition or
merger.  The Company has not conducted, nor have others made available to it,
market research supporting the viability of the Company's proposed operations.

The Company generated no revenues during the quarter ended September 30, 1998,
and management does not anticipate any revenues until following the conclusion
of a merger or acquisition, if any, as contemplated by the Company's business
plan.

The Company's capital is limited.  The Company anticipates operational costs
will be limited until such time as significant evaluation work is undertaken
regarding prospective mergers or acquisitions.

At September 30, 1998, the Company had no material commitments for capital
expenditures.


<PAGE>
<PAGE>
                          PART II. OTHER INFORMATION


Item 1.  Legal Proceedings
         -----------------

         None.

Item 2.  Changes in Securities
         ---------------------

         None.

Item 3.  Defaults upon Senior Securities
         -------------------------------

         None.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

         None.

Item 5.  Other Information
         -----------------

         None.

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

         Exhibits:

              Exhibit 27 - Financial Data Schedule

         Reports on Form 8-K:

              None.


<PAGE>
<PAGE>                       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, thereunto duly authorized.



                                VERSAILLES CAPITAL CORPORATION


   
Date: November 16, 1998         By:  /s/ David C. Walters
      -----------------              -------------------------------------
                                     David C. Walters, President