.. 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, 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
---------------------------------------------              --------
   (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,  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 November 30,
         1996 (Unaudited) and May 31, 1996                              2

        Consolidated Statements of Operations,
          Three months Ended November 30, 1996
          (Unaudited) and November 30, 1995 (Unaudited)                 3

        Consolidated Statements of Operations,
          Six Months Ended November 30, 1996
          (Unaudited) and November 30, 1995 (Unaudited)                 4

        Consolidated Statements of Changes in Stock-
          holders' Equity from May 31, 1996
          through November 30, 1996 (Unaudited)                         5

        Consolidated Statements of Cash Flows,
          Three Months Ended November 30, 1996
          (Unaudited) and November 30, 1995 (Unaudited)                 6

        Consolidated Statements of Cash Flows,
          Six Months Ended November 30, 1996
          (Unaudited) and November 30, 1995 (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
                                   (Unaudited)

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

                                                           November 30     May 31
                                                               1996         1996
                                                            ----------    ---------
<S>                                                          <C>           <C>   
Current Assets:
         Cash                                                $ 395,027    $ 412,816
         Accrued interest receivable                             6,453        4,240
                                                             ---------    ---------
         Total Current Assets                                  401,480      417,056
                                                             ---------    ---------

TOTAL ASSETS                                                 $ 401,480    $ 417,056
                                                             =========    =========



                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
         Liabilities                                         $   5,076    $   4,040
                                                             ---------    ---------
              Total Current Liabilities                          5,076        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                                  (300,067)    (283,455)
                                                             ---------    ---------
TOTAL STOCKHOLDERS' EQUITY                                     396,404      413,016
                                                             ---------    ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $ 401,480    $ 417,056
                                                             =========    =========




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

                                        2
</TABLE>

<PAGE>


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

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                               Three Months Ended
                                         November 30         November 30
                                            1996                1995
                                         -----------         -----------
                                         (unaudited)         (unaudited)

Revenue:

         Interest income                   $  3,765           $  4,099
                                           --------           --------
           Total Revenue                      3,765              4,099
                                           --------           --------

Expenses:
         Legal and accounting                7,208              8,952
         Rent                                1,500              1,500
         Other                               3,252              1,400
                                          --------            -------
                                            11,960             11,852
                                          --------            -------

Net (Loss)                                $ (8,195)          $ (7,753)
                                          ========           ========

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

                                          Six Months Ended
                                 November 30               November 30
                                    1996                      1995
                                 -----------               -----------
                                 (unaudited)               (unaudited)

Revenue:

  Interest income                  $  7,640                   $  8,196
                                   --------                   --------
     Total Revenue                    7,640                      8,196
                                   --------                   --------

Expenses:
  Legal and accounting               14,999                     11,661
  Rent                                3,000                      3,000
  Other                               6,252                      1,521
                                   --------                   --------
                                     24,251                     16,182
                                   --------                   --------

Net (Loss)                         $(16,611)                  $ (7,986)
                                   ========                   ========

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





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

                                        4

<PAGE>

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

                      CONSOLIDATED STATEMENT OF CHANGES IN
                     STOCKHOLDERS' EQUITY From May 31, 1996
                      through November 30, 1996 (Unaudited)
<TABLE>
<CAPTION>
                                                             
                                    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 six
  month period ended
  November 30, 1996                   -                -              -         (16,611)            (16,611)
                             ==========          ========   ===========       =========          ==========           

Balance, November 30, 1996   90,015,200          $  9,002   $   687,469       $(300,067)         $  396,404
                             ==========          ========   ===========       =========          ==========


</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
                                                   November 30    November 30
                                                      1996            1995
                                                   -----------    -----------
                                                   (unaudited)    (unaudited)
Cash Flows Operating Activities:
  Net (loss)                                       $   (8,195)     $   (7,753)
  (Increase) in accrued interest
   receivable                                          (1,106)         (1,106)
  (Increase) in prepaid rent                                -            (500)
  (Decrease) in accounts payable                       (1,514)           (282)
                                                   ----------      ----------

  Net Cash (Used In) Operating
   Activity                                           (10,815)         (9,641)
                                                   ----------      ----------

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

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

(Decrease) in Cash                                    (10,815)         (9,641)

Cash, Beginning of Period                             405,842         434,426
                                                   ----------      ----------

Cash, End of Period                                $  395,027      $  424,785
                                                   ==========      ==========

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


                                                       Six Months Ended
                                                  November 30     November 30
                                                     1996            1995
                                                  -----------     -----------
                                                  (unaudited)     (unaudited)
Cash Flows Operating Activities:
  Net (loss)                                      $  (16,611)      $  (7,986)
  (Increase) decrease in accrued interest
   receivable                                         (2,213)          6,747
  (Increase) in prepaid rent                               -            (500)
  Increase in accounts payable                         1,035           1,170
                                                  ----------      ----------

  Net Cash (Used In) Operating
   Activity                                          (17,789)           (569)
                                                  ----------      ----------

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

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

(Decrease) in Cash                                   (17,789)           (569)

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

Cash, End of Period                               $  395,027      $  424,785
                                                  ==========      ==========

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
                          November 30, 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 November 30, 1996, the statements of
     operations and cash flows for the three and six month period ended November
     30, 1995 and 1996, and the statement of stockholders'  equity for the three
     month period ended  November 30, 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 November  30, 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.

                                        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 $3,765 and $7,640  during the three and
     six month period ended  November 30, 1996, as compared to $4,099 and $8,196
     for the three and six month  period ended  November 30, 1995,  decreases of
     $344 and $556  respectively.  Operating expenses increased from $11,852 and
     $16,182  during the three and six month period  ended  November 30, 1995 to
     $11,960 and $24,251  during the three and six month period  ended  November
     30, 1996, increases of $108 and $8,177 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  January 13, 1997                       By  /S/  A. THOMAS TENENBAUM
     --------------------------                ---------------------------------
                                                A. Thomas Tenenbaum, President

                                       11