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, 1996
                     -----------------------------------------------------------
                                       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               80203-4313
--------------------------------------------------------------------------------
    (Address of principal executive offices)                   (Zip Code)

                                 (303) 894-0234
--------------------------------------------------------------------------------
              (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


<PAGE>

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 August 31, 1996,  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,
                     1996 and August 31, 1996 (Unaudited)                2

                   Consolidated Statements of Operations,
                     Three Months Ended August 31, 1995
                     (Unaudited) and August 31, 1996 (Unaudited)         3

                   Consolidated Statements of Changes in Stock-
                     holders' Equity from May 31, 1996
                     through August 31, 1996 (Unaudited)                 4

                   Consolidated Statements of Cash Flows,
                     Three Months Ended August 31, 1995
                     (Unaudited) and August 31, 1996 (Unaudited)         5

                   Notes to Consolidated Financial Statements            6

         Item 2.   Management's Discussion and Analysis of
                     Financial Conditions and Results of
                     Operations                                          7

Part II.  Other Information                                              8


                                        1

<PAGE>

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

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                     ASSETS
                                     ------
                                                   August 31         May 31
                                                     1996             1996
                                                  -----------       ----------
Current Assets:
   Cash                                           $   405,842       $  412,816
   Accrued interest receivable                          5,347            4,240
                                                  -----------       ----------
   Total Current Assets                               411,189          417,056
                                                  -----------       ----------

TOTAL ASSETS                                      $   411,189       $  417,056
                                                  ===========       ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable                               $     6,589       $    4,040
                                                  -----------       ----------
        Total Current Liabilities                       6,589            4,040
                                                  -----------       ----------


Stockholders' Equity (Notes 2 and 3):
   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                               (291,871)        (283,455)
                                                  -----------      -----------
TOTAL STOCKHOLDERS' EQUITY                            404,600          413,016
                                                  -----------      -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $   411,189      $   417,056
                                                  ===========      ===========




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

                                        2

<PAGE>



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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                     Three Months Ended
                                               August 31          August 31
                                                  1996               1995
                                              -----------        -----------
                                              (unaudited)        (unaudited)
                                   
Revenue:

   Interest income                             $    3,875         $    4,097
                                               ----------         ----------
     Total Revenue                                  3,875              4,097
                                               ----------         ----------

Expenses:
   Legal and accounting                             7,791              2,709
   Rent                                             1,500              1,500
   Other                                            3,000                121
                                               ----------         ----------
                                                   12,291              4,330
                                               ----------         ----------

Net (Loss)                                     $   (8,416)        $     (233)
                                               ==========         ==========

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








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

                                        3

<PAGE>
<TABLE>
<CAPTION>



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

                                         CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                          From  May 31,  1996 through August 31, 1996 (Unaudited)

                                                                                                  
                                                        Common Stock              Additional       Retained 
                                                  --------------------------       Paid-in          Earnings 
                                                    Shares          Amount         Capital         (Deficit)       Total
                                                  ----------     -----------     -----------      -----------    ----------

<S>                                               <C>            <C>             <C>              <C>            <C>       
Balance, May 31, 1996                             90,015,200     $     9,002     $   687,469      $ (283,455)    $  413,016

Net loss for the three month period ended
August 31, 1996                                            -               -               -          (8,416)       (8,416)
                                                 -----------     -----------     -----------      ----------    ----------

Balance, August 31, 1996                          90,015,200     $     9,002     $   687,469      $ (291,871)    $  404,600
                                                 ===========     ===========     ===========      ==========     ==========






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


                                                                        4
</TABLE>

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                   Three Months Ended
                                                August 31        August 31
                                                  1996             1995
                                               (unaudited)      (unaudited)
Cash Flows Operating Activities:
   Net (loss)                                  $   (8,416)       $     (233)
   (Increase) decrease in accrued 
    interest receivable                            (1,106)            7,853
   Increase in accounts payable                     2,548             1,452
                                               ----------        ----------

   Net Cash (Used In) Operating
    Activity                                       (6,974)            9,072
                                               ----------        ----------

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

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

Increase in Cash                                   (6,974)            9,072

Cash, Beginning of Period                         412,816           425,354
                                               ----------        ----------

Cash, End of Period                            $  405,842        $  434,426
                                               ==========        ==========

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

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



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

                                        5

<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           August 31, 1996 (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, 1996,  the  statements of
     operations  and cash flows for the three month period ended August 31, 1995
     and 1996,  and the  statement of  stockholders'  equity for the three month
     period ended August 31, 1996 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, 1996 and for all periods presented, have been made.


(3)  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  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.

                                        6

<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 $3,875  during the three month  period
     ended  August 31,  1996,  as compared to $4,097 for the three month  period
     ended  August 31, 1995, a decrease of $222.  Operating  expenses  increased
     from $4,330  during the three month period ended August 31, 1995 to $12,291
     during the three month period ended August 31, 1996, an increase of $7,961.

                                        7

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

         None.


                                        8

<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  10/17/96                         By   /S/  THOMAS TENENBAUM
                                          -------------------------------------
                                           Thomas Tenenbaum, President









                                        9