FORM 10-QSB - Quarterly Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[ X ]  Quarterly  Report  pursuant  to  Section  13 or 15(d)  of the  Securities
       Exchange Act of 1934.

                      For the period ended August 31, 1997
                                           ---------------               
                                       or

[   ] Transition Report Pursuance to Section 13 or 15(d) of the Securities
      Exchange act of 1934.

For the transition period from                   to
                              -------------------  ---------------------
Commission File Number    33-23693
                      ----------------

                           VANDEN CAPITAL GROUP, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified 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, CO            80203
   --------------------------------------------         ----------
     (Address of principal executive offices)           (Zip Code)

                                 (303) 689-9111
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                      NONE
               --------------------------------------------------
                        (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      [   ] Yes

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

As of August 31, 1997,  Registrant had 90,015,200 shares of common stock, $.0001
Par Value, outstanding.
<PAGE>
                                      INDEX

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

     Item I.   Financial Statements

               Consolidated Balance Sheets as of May 31,
                 1997 and August 31, 1997 (Unaudited)                      2

               Consolidated Statements of Operations,
                 Three Months Ended August 31, 1996
                 (Unaudited) and August 31, 1997 (Unaudited)               3

               Consolidated Statements of Changes in Stock-
                 holders' Equity from May 31, 1997
                 through August 31, 1997 (Unaudited)                       4

               Consolidated Statements of Cash Flows,
                 Three Months Ended August 31, 1996
                 (Unaudited) and August 31, 1997 (Unaudited)               5

               Notes to Consolidated Financial Statements                  6

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

Part II.  Other Information                                                9


                                        1

<PAGE>
<TABLE>
<CAPTION>
                                    VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
                                    --------------------------------------------------------

                                                   CONSOLIDATED BALANCE SHEETS

                                                             ASSETS
                                                             ------
                                                                                       August 31                May 31
                                                                                         1997                    1997
                                                                                      -----------              -------- 
                                                                                      (Unaudited)
<S>                                                                                    <C>                     <C>   
Current Assets:
   Cash                                                                                $ 377,557               $ 383,043
   Accrued interest receivable                                                             9,772                   8,665
                                                                                       ---------               ---------
   Total Current Assets                                                                  387,329                 391,708
                                                                                       ---------               ---------

TOTAL ASSETS                                                                           $ 387,329               $ 391,708
                                                                                       =========               =========



                                              LIABILITIES AND STOCKHOLDERS' EQUITY
                                              ------------------------------------

Current Liabilities:
   Accounts payable                                                                    $   8,617              $    3,698
                                                                                       ---------              ----------
        Total Current Liabilities                                                          8,617                   3,698
                                                                                       ---------              ----------


Stockholders' Equity (Notes 2 and 4):
   Preferred Stock, $.0001 per value,
        100,000,000 shares authorized,
        none issued and outstanding                                                           --                      --
   Common Stock $.0001 par value
        300,000,000 shares authorized
        90,015,200 shares issued and
        outstanding                                                                        9,002                   9,002
   Additional Paid-in Capital                                                            687,469                 687,469
   Accumulated deficit                                                                  (317,759)               (308,461)
                                                                                       ---------             -----------
TOTAL STOCKHOLDERS' EQUITY                                                               378,712                 388,010
                                                                                       ---------             -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $ 387,329             $   391,708
                                                                                       =========             ===========




                            The accompanying notes are an integral part of the financial statements.
</TABLE>

                                                               2

<PAGE>
<TABLE>
<CAPTION>
                                    VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
                                    --------------------------------------------------------

                                              CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                               Three Months Ended
                                                                                        August 31               August 31
                                                                                           1997                    1996
                                                                                       -----------             -----------
                                                                                       (unaudited)             (unaudited)
<S>                                                                                     <C>                     <C>  
Revenue:

   Interest income                                                                      $    3,665              $    3,875
                                                                                        ----------              ----------
     Total Revenue                                                                           3,665                   3,875
                                                                                        ----------              ----------

Expenses:
   Legal and accounting                                                                     10,150                   7,791
   Rent                                                                                      1,500                   1,500
   Other                                                                                     1,313                   3,000
                                                                                        ----------              ----------
                                                                                            12,963                  12,291
                                                                                        ----------              ----------

Net Income                                                                              $   (9,298)             $   (8,416)
                                                                                        ==========              ==========

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








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

</TABLE>
                                                               3

<PAGE>
<TABLE>
<CAPTION>
                                    VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
                                    --------------------------------------------------------

                                    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                      From May 31, 1997 through August 31, 1997 (Unaudited)



                                                               Common Stock               Additional        Retained
                                                        --------------------------         Paid-in          Earnings
                                                          Shares          Amount           Capital          (Deficit)       Total
                                                        ----------     -----------       -----------       -----------    ---------
<S>                                                     <C>            <C>               <C>               <C>             <C>
Balance, May 31, 1997                                   90,015,200     $     9,002       $   687,469       $ (308,461)    $ 388,010
Net loss for the three month period ended
August 31, 1997                                                 --              --                --           (9,298)       (9,298)
                                                        ----------     -----------       -----------       ----------     ---------
Balance, August 31, 1997                                90,015,200     $     9,002       $   687,469       $ (317,759)    $ 378,712
                                                        ==========     ===========       ===========       ==========     =========




                           The accompanying notes are an integral part of the financial statements.
</TABLE>


                                                               4

<PAGE>
<TABLE>
<CAPTION>
                                    VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
                                    --------------------------------------------------------

                                              CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                Three Months Ended
                                                                                         August 31               August 31
                                                                                           1997                    1996
                                                                                        -----------             -----------
                                                                                        (unaudited)             (unaudited)
<S>                                                                                     <C>                     <C> 
Cash Flows Operating Activities:
   Net (loss)                                                                           $   (9,298)             $   (8,416)
   (Increase) in accrued interest
    receivable                                                                              (1,107)                 (1,106)
   Increase in accounts payable                                                              4,919                   2,548
                                                                                        ----------              ----------

   Net Cash (Used In) Operating
    Activity                                                                                (5,486)                 (6,974)
                                                                                        ----------              ----------

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

Cash Flows from Financing Activities                                                            --                      --
                                                                                        ----------              ----------

(Decrease) in Cash                                                                          (5,486)                 (6,974)

Cash, Beginning of Period                                                                  383,043                 412,816
                                                                                        ----------              ----------

Cash, End of Period                                                                     $  377,557              $  405,842
                                                                                        ==========              ==========

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

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



                            The accompanying notes are an integral part of the financial statements.
</TABLE>
                                                               5

<PAGE>

            VANDEN CAPITAL GROUP, INC. AND CONSOLIDATED SUBSIDIARIES
            --------------------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           August 31, 1997 (Unaudited)


(1)       Organization
          ------------

          Vanden Capital Group, Inc. (Capital), was incorporated in
          Colorado on June 21, 1988.  Capital is in the business of
          providing management consulting services.

          All  intercompany  accounts and balances have been eliminated from the
          consolidated financial statements.

(2)       Unaudited Statements
          --------------------

          The  Consolidated  balance sheet as of August 31, 1997, the statements
          of operations  and cash flows for the three month periods ended August
          31,  1996 and August 31,  1997,  and the  statement  of  stockholders'
          equity for the three  month  period  ended  August 31,  1997 have been
          prepared  by  the  Registrant   without  audit.   In  the  opinion  of
          management,  all  adjustments  (which  include  only normal  recurring
          adjustments)  necessary  to  present  fairly the  financial  position,
          results of operations,  cash flows and changes in stockholders' equity
          at August 31, 1997 and for all periods presented, have been made.


(3)      Income Taxes
         ------------

         No provision for income taxes has been provided since the Company has a
         net operating loss carryover.

(4)      Contingent Liability
         --------------------

         On December 21, 1989 the Company signed a pledge agreement guaranteeing
         a $90,000  loan  from a bank to  Buyer's  Resource,  Inc.  The  Company
         pledged a $100,000 certificate of deposit as security for this loan. In
         June of 1992,  Buyer's paid down the  principal  balance of the loan to
         $60,000 and the Company obtained a release of $35,000 of the collateral
         it had  pledged  to  secure  the  loan,  resulting  in  the  collateral


                                       6
<PAGE>

         currently  pledged  by the  Company  as  security  for  the  loan to be
         $65,000.  A contingency  exists with respect to this loan guarantee and
         collateral  agreement.  The  amount of loss,  if any,  related  to this
         matter cannot presently be determined.

                                        7

<PAGE>

                                     ITEM 2

                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


(1)      Material Changes in Financial Condition
         ---------------------------------------

         Management  knows  of  no  trends,  demands,   commitment,   events  or
         circumstances  which will result in or which are  reasonably  likely to
         result in the  Registrant's  liquidity  increasing  or  decreasing in a
         material way.

         The Registrant has no material  commitments for capital expenditures as
         of the end of the latest fiscal period. Management knows of no material
         trends, favorable or unfavorable, in the Registrant's capital resources
         and  anticipates  no  material  change  in the  mix  and  cost  of such
         resources.

(2)      Material Changes in Results of Operations
         -----------------------------------------

         The Company has earned revenues of $3,665 during the three month period
         ended August 31, 1997, as compared to $3,875 for the three month period
         ended August 31, 1996, a decrease of $210. Operating expenses increased
         from  $12,291  during the three month  period  ended August 31, 1996 to
         $12,963  during  the three  month  period  ended  August 31,  1997,  an
         increase of $672.

                                        8

<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
                  --------------------------------

                  (a)  Exhibits:

                       Exhibit 27.1 - Financial Data Schedule

                  (b)  Reports on Form 8-K:

                       None


                                        9

<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.



                                          VANDEN CAPITAL GROUP, INC.


Date:  October 20, 1997                   By: /s/ A. Thomas Tenenbaum
                                             ----------------------------------
                                             A. Thomas Tenenbaum, President

                                       10