<PAGE>
                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

           [ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended December 31, 1997

                                       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 December 31, 1997, Registrant had 1,284,116 shares of common stock,
$.05 par value, outstanding.

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                                      INDEX

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

   Item I.   Financial Statements

             Balance Sheets as of December 31, 1997
               and March 31, 1997                                2

             Statements of Operations, Three Months
               Ended December 31, 1997                           3

             Statements of Operations, Nine Months
               Ended December 31, 1997                           4

             Statements of Cash Flows, Three Months
               Ended December 31, 1997                           5

             Statements of Cash Flows, Nine Months
               Ended December 31, 1997                           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
--------  -----------------

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<TABLE>
                         VERSAILLES CAPITAL CORPORATION
                                 BALANCE SHEETS
                                   (Unaudited)

<CAPTION>

                                                    December 31      March 31  
                                                       1997            1997    
                                                   ------------     -----------
<S>                                                <C>              <C>        
Assets
------
Current Assets
 Cash                                              $         -      $        - 
                                                   ------------     -----------
  Total Current Assets                                       -               - 

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

LIABILITIES AND STOCKHOLDERS' (DEFICIT)
---------------------------------------
Current Liabilities:
     Accounts payable                              $    14,375      $   10,194 
     Advances from stockholders                          7,461           2,000 
                                                   ------------     -----------
  Total Current Liabilities                             21,836          12,194 
                                                   ------------     -----------
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)                            (533,733)       (524,091)
                                                   ------------     -----------
Total Stockholders' (Deficit)                          (21,836)        (12,194)
                                                   ------------    ----------- 
Total Liabilities and Stockholders' (Deficit)      $         -      $        - 
                                                   ============     ===========
</TABLE>

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

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

                      Three Months Ended December 31, 1997 


<S>                                                <C>         
Revenues                                           $         - 
                                                   ------------
Operating Expenses:
     Professional fees                                     500 
     Other                                                 150 
                                                   ------------
       Total Operating Expenses                            650 
                                                   ------------
Net Income                                         $      (650)
                                                   ------------
Per Share                                          $       nil 
                                                   ============
Weighted Average Number of Shares
 Outstanding                                         1,284,116 
                                                   ============
</TABLE>

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

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

                      Nine Months Ended December 31, 1997 


<S>                                                <C>         
Revenues                                           $         - 
                                                   ------------
Operating Expenses:
     Professional fees                                   3,170 
     Other                                               6,472 
                                                   ------------
       Total Operating Expenses                          9,642 
                                                   ------------
Net Income                                          $   (9,642)
                                                   ------------
Per Share                                           $     (.01)
                                                   ============
Weighted Average Number of Shares
 Outstanding                                         1,284,116 
                                                   ============
</TABLE>

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

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

                      Three Months Ended December 31, 1997


<S>                                                <C>
Cash Flows Operating Activities:
     Net (loss)                                     $     (650)
     Increase in accounts payable                          650 
                                                   ------------
  Net Cash (Used in) Operating
   Activities                                                - 
                                                   ------------
Cash Flows from Investing Activities                         - 
                                                   ------------
Cash Flows from Financing Activities                         - 
                                                   ------------
(Decrease) 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.

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

                       Nine Months Ended December 31, 1997


<S>                                                 <C>        
Cash Flows Operating Activities:
     Net (loss)                                     $   (9,642)
     Increase in accounts payable                        4,181 
     Increase in advances from 
      stockholders                                       5,461 
                                                   ------------
  Net Cash (Used in) Operating
   Activities                                                - 
                                                   ------------
Cash Flows from Investing Activities                         - 
                                                   ------------
Cash Flows from Financing Activities                         - 
                                                   ------------
(Decrease) 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.

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                         VERSAILLES CAPITAL CORPORATION
                          NOTES TO FINANCIAL STATEMENTS
                          December 31, 1997 (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, 1997 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 respect's 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.


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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 December 31,
1997, 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 December 31, 1997, the Company had no material commitments for capital
expenditures.

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                           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
------------------------------------------
          None.

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                                   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:   February 13, 1998           By:  /s/ David C. Walters
      --------------------          ----------------------------------
                                         David C. Walters, President