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      February 28, 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    [   ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

As of February 28,  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,
                1996 and February 28, 1997 (Unaudited)                      2

              Consolidated Statements of Operations,
                Three Months Ended February 29, 1996
                (Unaudited) and February 28, 1997 (Unaudited)               3

              Consolidated Statements of Operations,
                Nine Months Ended February 29, 1996
                (Unaudited) and February 28, 1997 (Unaudited)               4

              Consolidated Statements of Changes in Stock-
                holders' Equity from May 31, 1996
                through February 28, 1997 (Unaudited)                       5

              Consolidated Statements of Cash Flows,
                Three Months Ended February 29, 1996
                (Unaudited) and February 28, 1997 (Unaudited)               6

              Consolidated Statements of Cash Flows,
                Nine Months Ended February 29, 1996
                (Unaudited) and February 28, 1997 (Unaudited)               7

              Notes to Consolidated Financial Statements                    8

     Item 2.  Management's Discussion and Analysis of
               Financial Conditions and Results of
               Operations                                                   9

Part II.  Other Information                                                10


                                        1

<PAGE>



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

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
                                     ------
                                            February 28               May 31
                                               1997                    1996
                                            -----------              ----------
                                            (Unaudited)
Current Assets:
   Cash                                     $   388,052              $  412,816
   Accrued interest receivable                    7,559                   4,240
                                            -----------              ----------
   Total Current Assets                         395,611                 417,056
                                            -----------              ----------
TOTAL ASSETS                                $   395,611              $  417,056
                                            ===========              ==========



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

Current Liabilities:
   Accounts payable                         $     2,597              $    4,040
                                            -----------              ----------
        Total Current Liabilities                 2,597                   4,040
                                            -----------              ----------


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                         (303,457)               (283,455)
                                            -----------             -----------
TOTAL STOCKHOLDERS' EQUITY                      393,014                 413,016
                                            -----------             -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $   395,611             $   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
                                          February 28             February 29
                                              1997                    1996
                                          -----------             -----------
                                          (unaudited)             (unaudited)

Revenue:

   Interest income                         $    3,729              $    3,291
                                           ----------              ----------
     Total Revenue                              3,729                   3,291
                                           ----------              ----------

Expenses:
   Legal and accounting                         2,086                   1,640
   Rent                                         1,500                   1,500
   Other                                        3,534                     964
                                           ----------              ----------
                                                7,120                   4,104
                                           ----------              ----------

Net Income                                 $   (3,391)             $     (813)
                                           ==========              ==========

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








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

                                        3

<PAGE>



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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                   Nine Months Ended
                                          February 28             February 29
                                              1997                    1996
                                          -----------             -----------
                                          (unaudited)             (unaudited)

Revenue:
   Interest income                         $   11,369              $   11,487
                                           ----------              ----------
     Total Revenue                             11,369                  11,487
                                           ----------              ----------

Expenses:
   Legal and accounting                        17,085                  13,301
   Rent                                         4,500                   4,500
   Other                                        9,786                   2,485
                                           ----------              ----------
                                               31,371                  20,286
                                           ----------              ----------

Net Income                                    (20,002)                 (8,799)
                                           ==========              ==========

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








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

                                        4

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

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             From May 31, 1996 through February 28, 1997 (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         $ (283,456)     $  413,015
Net loss for the nine month period ended
February 28, 1997                                     --                 --                 --            (20,001)        (20,001)
                                             -----------        -----------        -----------         ----------      ----------
Balance, February 28, 1997                    90,015,200        $     9,002        $   687,469         $ (303,457)     $  393,014
                                             ===========        ===========        ===========         ==========      ==========

</TABLE>



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


                                        5

<PAGE>



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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                      Three Months Ended
                                                 February 28       February 29
                                                     1997              1996
                                                 ------------      ------------
                                                  (unaudited)       (unaudited)
Cash Flows Operating Activities:
   Net (loss)                                     $   (3,391)       $     (813)
   (Increase) in accrued interest
    receivable                                        (1,106)           (1,106)
   (Increase) in prepaid rent                             --               500
   (Decrease) in accounts payable                     (2,478)             (550)
                                                  ----------        ----------

   Net Cash (Used In) Operating
    Activity                                          (6,975)           (1,969)
                                                  ----------        ----------

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

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

(Decrease) in Cash                                    (6,975)           (1,969)

Cash, Beginning of Period                            395,027           424,785
                                                  ----------        ----------

Cash, End of Period                                $ 388,052        $  422,816
                                                   =========        ==========

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

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



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

                                        6

<PAGE>



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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                       Nine Months Ended
                                                 February 28        February 29
                                                    1997               1996
                                                 -----------        -----------
                                                 (unaudited)        (unaudited)
Cash Flows Operating Activities:
   Net (loss)                                    $  (20,002)        $  (8,799)
   (Increase) decrease in accrued
    interest receivable                              (3,319)             5,641
   Increase (Decrease) in accounts payable           (1,443)               620
                                                 ----------         ----------

   Net Cash (Used In) Operating
    Activities                                      (24,764)            (2,538)
                                                 ----------         ----------

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

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

(Decrease) in Cash                                  (24,764)            (2,538)

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

Cash, End of Period                              $  388,052         $  422,816
                                                 ==========         ==========

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

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






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

                                        7

<PAGE>



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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          February 28, 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 February 28, 1997, the statements
          of  operations  and cash  flows for the three and nine  month  periods
          ended  February 29, 1996 and February 28, 1997,  and the  statement of
          stockholders' equity for the nine month period ended February 28, 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 February 28, 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
         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.

                                        8

<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 $3,729 and $11,369 during the three
         and nine month periods  ended  February 28, 1997, as compared to $3,291
         and $11,487 for the three and nine month  periods  ended  February  29,
         1996,  an  increase  of $438  and a  decrease  of  $118,  respectively.
         Operating  expenses  increased from $4,104 and $20,286 during the three
         and nine month  periods  ended  February 29, 1996 to $7,120 and $31,371
         during  the three and nine  month  periods  ended  February  28,  1997,
         increases of $3,016 and $11,085, respectively.

                                        9

<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.


                                       10

<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     4-18-97                     By  /s/ A. Thomas Tenenbaum
    -------------------                ----------------------------------------
                                         A. Thomas Tenenbaum, President


                                       11