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         November 30, 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 November 30,  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 November 30, 1997 (Unaudited)                2

                    Consolidated Statements of Operations,
                      Three Months Ended November 30, 1996
                      (Unaudited) and November 30, 1997
                      (Unaudited)                                           3

                    Consolidated Statements of Operations,
                      Six Months Ended November 30, 1996
                      (Unaudited) and November 30, 1997
                      (Unaudited)                                           4

                    Consolidated Statements of Changes in Stock-
                      holders' Equity from May 31, 1997
                      through November 30, 1997 (Unaudited)                 5

                    Consolidated Statements of Cash Flows,
                      Three Months Ended November 30, 1996
                      (Unaudited) and November 30, 1997
                      (Unaudited)                                           6

                    Consolidated Statements of Cash Flows,
                      Six Months Ended November 30, 1996
                      (Unaudited) and November 30, 1997
                      (Unaudited)                                           7

                    Notes to Consolidated Financial Statements              8

         Item 2.    Management's Discussion and Analysis of
                      Financial Conditions and Results of
                      Operations                                           10

Part II.  Other Information                                                11


                                        1

<PAGE>
<TABLE>
<CAPTION>

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

                                                   CONSOLIDATED BALANCE SHEETS
                                                           (Unaudited)

                                                             ASSETS
                                                             ------
                                                                                        August 31                  May 31
                                                                                           1997                     1997
                                                                                        ----------               ---------  
<S>                                                                                     <C>                      <C> 
Current Assets:
   Cash                                                                                 $  307,301               $ 383,043
   Accrued interest receivable                                                                  --                   8,665
                                                                                        ----------               ---------
        Total Current Assets                                                               307,301                 391,708
                                                                                        ----------               ---------

TOTAL ASSETS                                                                            $  307,301               $ 391,708
                                                                                        ==========               =========



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

Current Liabilities:
   Accounts payable                                                                     $   12,643               $   3,698
                                                                                        ----------               ---------
        Total Current Liabilities                                                           12,643                   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                                                                    (401,813)               (308,461)
                                                                                        ----------              ----------
TOTAL STOCKHOLDERS' EQUITY                                                                 294,658                 388,010
                                                                                        ----------              ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $  307,301              $  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
                                                                                       November 30             November 30
                                                                                           1997                    1996
                                                                                       -----------             -----------
                                                                                       (unaudited)             (unaudited)
<S>                                                                                      <C>                     <C> 
Revenue:

   Interest income                                                                       $   2,936               $   3,765
                                                                                         ---------               ---------
     Total Revenue                                                                           2,936                   3,765
                                                                                         ---------               ---------

Expenses:
   Legal and accounting                                                                     19,414                   7,208
   Rent                                                                                      1,500                   1,500
   Other                                                                                       896                   3,252
                                                                                         ---------               ---------
                                                                                            21,810                  11,960
                                                                                         ---------               ---------

Net (Loss) before other expenses                                                           (18,874)                 (8,195)

Loss on guarantee of note                                                                   65,180                      --
                                                                                         ---------               ---------

Net (Loss)                                                                               $ (84,054)              $  (8,195)
                                                                                         =========               =========

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 STATEMENTS OF OPERATIONS

                                                                                                Six Months Ended
                                                                                       November 30             November 30
                                                                                           1997                    1996
                                                                                       -----------             -----------
                                                                                       (unaudited)             (unaudited)
<S>                                                                                     <C>                     <C>
Revenue:

   Interest income                                                                      $    6,601              $    7,640
                                                                                        ----------              ----------
     Total Revenue                                                                           6,601                   7,640
                                                                                        ----------              ----------

Expenses:
   Legal and accounting                                                                     29,564                  14,999
   Rent                                                                                      3,000                   3,000
   Other                                                                                     2,209                   6,252
                                                                                        ----------              ----------
                                                                                            34,773                  24,251
                                                                                        ----------              ----------

Net (Loss) before other expenses                                                           (28,172)                (16,611)

Loss on guarantee of note                                                                   65,180                      --
                                                                                        ----------              ----------

Net (Loss)                                                                              $  (93,352)             $  (16,611)
                                                                                        ==========              ==========

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








                         The accompanying notes are an integral part of the financial statements.
</TABLE>
                                                               4

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

                                    CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                     From May 31, 1997 through November 30, 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 six month period ended
November 30, 1997                                     --                 --                 --            (93,352)        (93,352)
                                             -----------        -----------        -----------         ----------       ---------
Balance, November 30, 1997                    90,015,200        $     9,002        $   687,469         $ (401,813)      $ 294,658
                                             ===========        ===========        ===========         ==========       =========




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

                                                               5

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

                                              CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              -------------------------------------


                                                                                               Three Months Ended
                                                                                        November 30             November 30
                                                                                           1997                    1996
                                                                                        -----------             -----------
                                                                                        (unaudited)             (unaudited)
<S>                                                                                      <C>                     <C>    
Cash Flows Operating Activities:
   Net (loss)                                                                            $ (84,054)              $  (8,195)
   (Increase) decrease in accrued
    interest receivable                                                                      9,772                  (1,106)
   Increase (decrease) in accounts
    payable                                                                                  4,026                  (1,515)
                                                                                         ---------               ---------

   Net Cash (Used In) Operating
    Activity                                                                               (70,256)                (10,816)
                                                                                         ---------               ---------

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

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

(Decrease) in Cash                                                                         (70,256)                (10,816)

Cash, Beginning of Period                                                                  377,557                 405,842
                                                                                         ---------               ---------

Cash, End of Period                                                                      $ 307,301               $ 395,026
                                                                                         =========               =========

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

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



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

                                                               6

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

                                              CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                                 Six Months Ended
                                                                                        November 30             November 30
                                                                                           1997                    1996
                                                                                        -----------             -----------
                                                                                        (unaudited)             (unaudited)
<S>                                                                                      <C>                     <C> 
Cash Flows Operating Activities:
   Net (loss)                                                                            $ (93,352)              $ (16,611)
   (Increase) decrease in accrued
    interest receivable                                                                      8,665                  (2,212)
   Increase in accounts payable                                                              8,945                   1,033
                                                                                         ---------               ---------

   Net Cash (Used In) Operating
    Activity                                                                               (75,742)                (17,790)
                                                                                         ---------               ---------

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

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

(Decrease) in Cash                                                                         (75,742)                (17,790)

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

Cash, End of Period                                                                      $ 307,301               $ 395,026
                                                                                         =========               =========

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

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



                      The accompanying notes are an integral part of the financial statements.
</TABLE>
                                                               7

<PAGE>



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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          November 30, 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 November 30, 1997, the statements
          of  operations  and cash  flows  for the  three  month  periods  ended
          November  30,  1996  and  November  30,  1997,  and the  statement  of
          stockholders'  equity for the three month  period  ended  November 30,
          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  November  30,  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)       Loss on Guarantee of Note
          -------------------------

          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.  In September of 1997,  the  certificate of deposit was
          used to pay off the loan,  resulting in a  receivable  of $65,180 from
          Buyers  Resource,  Inc. An  allowance  of $65,180 was  recorded in the
          financial  statements since the  collectibility  of this receivable is
          doubtful.


                                        8

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          November 30, 1997 (Unaudited)


(5)      Subsequent Event
         ----------------

         During December 1997, the Company entered into a merger  agreement with
         Entropin,  Inc., a California  corporation,  which would be acquired by
         the  Company.  The  Company's  Board  of  Directors  has  approved  the
         contribution  of not more than $5,000 cash and one-half of all non-cash
         assets  of the  Company  to  each  of the  Company's  two  wholly-owned
         subsidiaries,  VCG Holding  Corporation and Vanden Ventures I, Ltd. The
         Company's  Board of Directors  also  approved the spin-off of these two
         subsidiaries to the Company's  shareholders prior to the effective date
         of the merger.  The Company's  Board of Directors has also approved the
         payment of $35,000 to the  Company's  executive  officers and directors
         for past services on the effective date of the merger. The merger would
         result in a change in control of the Company.





                                        9

<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 $2,936 during the three month period
         ended  November  30,  1997,  as  compared to $3,765 for the three month
         period ended November 30, 1996, a decrease of $829.  Operating expenses
         increased from $11,960 during the three month period ended November 30,
         1996 to $21,810  during the three month period ended November 30, 1997,
         an  increase  of  $9,850.  As  described  in  Note 4 to  the  financial
         statements, a loss related to a loan guarantee in the amount of $65,180
         was recorded during the three month period ended November 30, 1997.

                                       10

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

                  Exhibit 27.1 - Financial Data Schedule


                                       11

<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.


                                                /s/ A. Thomas Tenenbaum
Date: January 14, 1998                        By________________________________
                                                A. Thomas Tenenbaum, President