U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

[ X ]     Annual report under Section 13 or 15(d) of the Securities Exchange Act
          of 1934 [Fee Required] for the fiscal year ended:  May 31, 1996
                                                            --------------

[   ]     Transition report under Section 13 or 15(d) of the Securities Exchange
          Act of 1934 [No Fee Required] for the transition period from
          ___________ to __________

Commission file number:  33-23693
                         ---------

                           VANDEN CAPITAL GROUP, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)

           Colorado                                        84-1090424
-------------------------------                         -----------------
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                          Identification No.)

   1775 Sherman Street, Suite 1001
          Denver, Colorado                                    80203
---------------------------------------                     ---------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number:  (303) 894-0234
                             --------------

Securities to be registered under Section 12(b) of the Act:  None
                                                             ----

Securities to be registered under Section 12(g) of the Act:  None
                                                             ----

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 at least the past 90
days. Yes X No

Check if there is no  disclosure of  delinquent  filers  pursuant to Item 405 of
Regulation  S-B  contained  herein,  and will not be  contained,  to the best of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ X ]

Issuer's revenues for its most recent fiscal year:    $15,498
                                                      --------

Aggregate market value of voting stock held by non-affiliates as of August 31,
1996:  $-0-  (There is currently no trading market for the Issuer's securities.)
       ------
Shares of common stock, $.0001 par value, outstanding as of August 31, 1996:
90,015,200
----------
Documents incorporated by reference:  Yes
                                      ----
Transitional Small Business Disclosure Format (Check one):  Yes ___; No  X



<PAGE>



                           VANDEN CAPITAL GROUP, INC.

                                  FORM 10-KSB\A

                                    PART III

Item 11.  Security Ownership of Certain Beneficial Owners and Management.
          ---------------------------------------------------------------

(a)  Security Ownership of Certain Beneficial Owners.

     The following table sets forth information as of August 31, 1996, as to the
beneficial  ownership of shares of the Company's Common Stock (the only class of
stock  outstanding)  by each person who, to the knowledge of the Company at that
date, was a beneficial  owner of 5% or more of the outstanding  shares of Common
Stock.

<TABLE>
<CAPTION>


Title of              Name and Address of                Amount and Nature             Percent
  Class                 Beneficial Owner                Beneficial Owner (1)          of Class
--------              --------------------             ---------------------          --------

<S>              <C>                                        <C>                         <C>  
Common           TBT Family Partners, Ltd. (2)              28,163,800                  31.3%
  Stock             6200 South Syracuse Way
                           Suite 195
                      Englewood, CO 80211

Common                  Albert Brenman                       4,762,200                  5.3%
  Stock               1775 Sherman Street
                          Suite 1001
                       Denver, CO  80203

</TABLE>

----------

(1)  Calculated  pursuant to Rule  13d-3(d) of the  Securities  Exchange  Act of
     1934.  Unless otherwise stated below,  each such person has sole voting and
     investment  power with  respect to all such  shares.  Under Rule  13d-3(d),
     shares not outstanding  which are subject to options,  warrants,  rights or
     conversion privileges exercisable within 60 days are deemed outstanding for
     the purpose of calculating the number and percentage  owned by such person,
     but  are  not  deemed  outstanding  for  the  purpose  of  calculating  the
     percentage owned by each other person listed.

(2)  TBT Family Partners,  Ltd. is a limited  partnership of which Mr. Tenenbaum
     and his wife are general partners.

                                       -2-

<PAGE>

(b)  Security Ownership of Management.

The  following  table sets forth  information  as of August 31, 1996,  as to the
beneficial  ownership of shares of the Company's Common Stock (the only class of
stock  outstanding)  by each  person who is an officer  and/or  director  of the
Company.

<TABLE>
<CAPTION>


Title of            Name and Address of                 Amount and Nature             Percent
  Class               Beneficial Owner                 Beneficial Owner (1)          of Class
--------            --------------------              ---------------------          --------

<S>            <C>                                        <C>                         <C>  
Common         TBT Family Partners, Ltd. (2)               28,163,800                  31.3%
  Stock           6200 South Syracuse Way
                         Suite 195
                   Englewood, CO  80211

Common                Albert Brenman                        4,762,200                  5.3%
  Stock             1775 Sherman Street
                        Suite 1001
                     Denver, CO  80203

 Common                Janice Budzen                        1,000,000                  1.1%
  Stock             6411 East Radcliff
                   Englewood, CO  80111

 Common                Officers and                        33,926,000                  37.7%
  Stock                  Directors
                        as a Group
                      (Three persons)
</TABLE>

-------------

(1)  Calculated  pursuant to Rule  13d-3(d) of the  Securities  Exchange  Act of
     1934.  Unless otherwise stated below,  each such person has sole voting and
     investment  power with  respect to all such  shares.  Under Rule  13d-3(d),
     shares not outstanding  which are subject to options,  warrants,  rights or
     conversion privileges exercisable within 60 days are deemed outstanding for
     the purpose of calculating the number and percentage  owned by such person,
     but  are  not  deemed  outstanding  for  the  purpose  of  calculating  the
     percentage owned by each other person listed.

(2)  TBT Family Partners,  Ltd. is a limited  partnership of which Mr. Tenenbaum
     and his wife are general partners.


                                       -3-

<PAGE>

(c)   Changes in Control.

     No  understandings.  arrangements  or agreements are known by management at
this time which would result in a change in control of the Company.

                                   SIGNATURES

     Pursuant  to the  requirements  of Rule  12(b)(15)  promulgated  under  the
Securities  Exchange Act of 1934,  the Registrant has duly caused this Amendment
to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  October   4  , 1996                      VANDEN CAPITAL GROUP, INC.
               -----

                                                By    /s/  A. Thomas Tenenbaum
                                                  -----------------------------
                                                  A. Thomas Tenenbaum,
                                                  President



                                       -4-