U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 10-QSB/A
                                    Amendment

(Mark One)

(X)        QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
           EXCHANGE ACT OF 1934
           For the quarterly period ended March 31, 1998

(  )       TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
           EXCHANGE ACT OF 1943 (No Fee Required)

           For the transition period from_____________to__________________

                        Commission File number 33-18174-D


                        SIEMANN EDUCATIONAL SYSTEMS, INC.
                  --------------------------------------------
                 (Name of small business issuer in its charter)


              Colorado                                      84-1067172
----------------------------------                -----------------------------
   (State or other jurisdiction                         (I.R.S. Employer
 of incorporation or organization)                     Identification No.)


           405 S. Platte River Drive, Suite 3A, Denver, Colorado 80223
           -----------------------------------------------------------
                    (Address of principal executive offices)

                                  303/733-9673
                             ----------------------
                            Issuer's telephone number

     Check whether the issuer (1) filed all reports to be filed by Section 13 or
15 (d) of the Exchange Act during the past 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.

                Yes       X                No
                     -----------              -----------

     State the number of shares  outstanding of each of the issuer's  classes of
common equity as of the latest practicable date.

3,765,000 shares of common stock were outstanding as of May 18, 1998.
--------------------------------------------------------------------



<PAGE>

Part One.  FINANCIAL INFORMATION

     Item 1. Financial Statements

               SIEMANN EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                     Assets

                                                      March 31,     December 31,
                                                        1998            1997
                                                    ------------    ------------
                                                     (Unaudited)      (Audited)
Current assets:
  Cash                                               $ 1,367,486     $    18,830
  Student accounts receivable                          2,310,317         657,814
  Students notes receivable                              751,663         746,693
  Note receivable - stockholder                          216,303         216,300
  Note receivable - related party                        200,000         200,000
  Inventory                                               85,249           7,392
  Prepaid and other                                       72,126          31,401
                                                     -----------     -----------
            Total current assets                       5,003,144       1,878,430
                                                     -----------     -----------
  Student accounts and notes receivable                  807,289         718,275
  Property and equipment, net of
    accumulated depreciation                             574,939         284,774
  Investment in acquisition of business                     --           223,936
  Intangibles, net                                     8,883,143            --
  Perkins matching funds                                  70,000          70,000
  Other                                                   29,330          25,597
                                                     -----------     -----------
                                                                     
  Total assets                                       $15,367,845     $ 3,201,012
                                                     ===========     ===========









                                        2


<PAGE>
<TABLE>
<CAPTION>

                      SIEMANN EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS (CONTINUED)

                             Liabilities and Stockholders' Equity


                                                              March 31,     December 31,
                                                                1998            1997
                                                            ------------    ------------
                                                             (Unaudited)      (Audited)
Current liabilities:
<S>                                                         <C>             <C>         
     Accounts payable                                       $    160,435    $    123,449
     Student refunds payable and credit balances                  22,064          21,061
     Payable to owner of business acquired                          --            61,968
     Accrued liabilities                                         503,340         133,321
     Deferred tuition income                                   2,459,424         871,537
     Common stock repurchase commitment                             --            61,968
     Current maturities of long-term debt                      2,735,385         462,149
                                                            ------------    ------------
          Total current liabilities                            5,880,648       1,735,453
                                                            ------------    ------------
Rent payable, related party                                      135,228         132,902
Long-term debt, net of current maturities and discount         7,554,147         605,730
Note payable - stockholder                                       355,306         355,307
                                                            ------------    ------------
          Total liabilities                                   13,925,329       2,829,392
                                                            ------------    ------------

Redeemable warrants                                              211,863            --

Stockholders' equity:
     Common stock, $.10 par value, 100,000,000 shares
          authorized, 3,765,000 (1998) and 
          3,795,984 (1997)shares issued and outstanding          376,500         379,598
     Additional  paid-in capital                                 948,278          88,706
     Common stock repurchase commitment                             --           (61,968)
     Accumulated (deficit)                                       (94,125)        (34,716)
                                                            ------------    ------------
               Total stockholders' equity                      1,230,653         371,620
                                                            ------------    ------------
Total liabilities and stockholders' equity                  $ 15,367,845    $  3,201,012
                                                            ============    ============








                                                  3

</TABLE>

<PAGE>

               SIEMANN EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

                                                        Three Months Ended
                                                             March 31,
                                                        1998           1997
                                                     -----------    -----------
Revenue:
     Tuition revenue                                 $   975,239    $   707,307
     College supply and cafeteria sales                   50,887         42,846
     Other                                                25,121         34,521
                                                     -----------    -----------
          Total revenue                                1,051,247        784,674
Operating expenses:
     Educational services and facilities                 441,368        294,778
     Cost of college supplies and cafeteria sales         43,248         43,605
     Selling and promotion                               149,948        132,351
     General and administrative                          317,603        168,354
     Depreciation and amortization                        55,114         46,212
     Bad debt expense                                     38,506         29,900
                                                     -----------    -----------
          Total operating expenses                     1,045,787        715,200
                                                     
          Income from operations                           5,460         69,474

Interest (expense)                                       (65,869)       (10,210)
                                                     -----------    -----------
 
Net income  (loss)                                   $   (60,409)   $    59,264
                                                     ===========    ===========


Net income (loss) per common share
     Primary                                         $      (.02)   $       .15
                                                     ===========    ===========
     Fully diluted                                   $      (.02)   $       .15
                                                     ===========    ===========

Weighted number of common shares outstanding
     Primary                                           3,807,134        400,000
                                                     ===========    ===========
     Fully diluted                                     3,967,781        400,000
                                                     ===========    ===========












                                        4


<PAGE>
<TABLE>
<CAPTION>

                           SIEMANN EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                (Unaudited)

                                                                   Three months ended March 31,
                                                                 1998                     1997
                                                             ------------              -----------
<S>                                                           <C>                      <C>    
Cash flows from operating activities:
    Net income (loss)                                         $   (60,409)             $    59,264
    Cash provided (used) by operating activities:
         Depreciation and amortization                             55,114                   46,212
         Amortization of discount (interest)                        1,250                     --
    Change in operating assets and liabilities:
         Students accounts and notes receivable                  (271,147)                (556,340)
         Prepaid expenses and other assets                        (27,470)                 (15,999)
         Accounts payable                                        (111,112)                   6,927
         Student refunds payable and credit balances                1,003                 (128,431)
         Accrued liabilities                                      121,037                   13,175
         Rent payable, related party                                2,326                   39,725
         Deferred tuition income                                  157,176                  328,172
                                                              -----------              -----------
              Net cash (used) by operating activities            (132,232)                (207,295)
                                                              -----------              -----------

Cash flows from investing activities:
    Purchases of property and equipment                           (18,402)                 (10,044)
    Payments on capital leases                                       (632)                    --
    Acquisition of subsidiary, net of cash acquired            (3,511,696)                    --
    Acquisition of intangible assets                               (8,751)                    --
                                                              -----------              -----------
              Net cash (used) by investing activities          (3,539,481)                 (10,044)
                                                              -----------              -----------

Cash flows from financing activities:
    Proceeds from debt                                          5,136,105                   49,854
    Proceeds from debt - related party                               --                     18,595
    Payments of debt                                              (53,442)                    --
    Stock repurchase                                              (61,968)                    --
    Security deposits paid                                           (324)                    --
                                                              -----------              -----------
         Net cash provided by financing activities              5,020,371                   68,449
                                                              -----------              -----------

         Net (decrease) increase in cash                        1,348,658                 (148,890)
Cash, beginning of period                                          18,828                  311,986
                                                              ===========              ===========
Cash, end of period                                           $ 1,367,486              $   163,096
                                                              ===========              ===========

Supplemental disclosure of cash flow information:
    Cash payments for interest                                $    35,448              $    10,210
                                                              ===========              ===========

                                                (continued)







                                                      5
</TABLE>


<PAGE>

               SIEMANN EDUCATIONAL SYSTEMS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (continued)

                                                   Three months ended March 31,
                                                      1998             1997
                                                  -----------       -----------
Non-cash transactions

    Investment in subsidiary                      $ 9,043,128       $     --
    Value of future stock to be issued               (750,000)            --
    Note to prior owner of subsidiary              (4,340,000)            --
    Cash acquired with acquisition                   (341,432)            --
    Earnest money from prior periods applied         (100,000)            --
                                                  -----------       -----------
    Net cash paid for subsidiary                  $ 3,511,696       $     --
                                                  ===========       ===========

    Loan fees and costs                           $   174,916       $     --
    Loan discounts                                   (146,165)            --
    Deposit from prior period applied                 (20,000)            --
                                                  -----------       -----------

    Cash paid for loan fees/costs                 $     8,751       $     --
                                                  ===========       ===========

    Warrrants issued with financing               $   380,306       $     --
                                                  ===========       ===========






                                        6


<PAGE>



                        SIEMANN EDUCATIONAL SYSTEMS, INC.
                          NOTES TO FINANCIAL STATEMENTS

                                 March 31, 1998

1.       BASIS OF PRESENTATION AND ORGANIZATION
         ---------------------------------------

The balance sheet as of March 31, 1998,  the  statements  of operations  and the
statements  of cash flows for the three  months  ended  March 31, 1998 and 1997,
have been prepared by the Company. In the opinion of management, all adjustments
(which include  normal  recurring  adjustments)  necessary to present fairly the
financial position, results of operations and changes in cash flows at March 31,
1998, and for all periods presented have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have  been  condensed  or  omitted.  It  is  recommended  that  these  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto included in the Company's  December 31, 1997 10-KSB report.  The results
of  operations  for the three  months  ending  March  31,  1998 and 1997 are not
necessarily indicative of the operating results for the full year.

The Form 10-QSB for the quarter ended March 31, 1998  originally  filed has been
amended to reduce the tuition and related  revenue  reported for that quarter by
$90,675 and to increase  the  unearned  tuition  liability  on the  consolidated
balance sheet at March 31, 1998 by the same amount.  The effect of the reduction
in revenue consolidatated  statement of operations is to eliminate the provision
for income  taxes and to present a net loss of $60,409  rather than a net income
of $20,618. In addition, the pro forma information included in the footnotes has
also been revised.

2.       ACQUISITION OF SUBSIDIARY AND RELATED DEBT
         ------------------------------------------

The Company  acquired Data Processing  Trainers,  Inc. ("DPT") on March 24, 1998
for a purchase  price of $9,043,128.  DPT, now a wholly-owned  subsidiary of the
Company,  is an  accredited  school  offering a variety of  vocational  training
programs  with two  locations  in  Philadelphia,  Pennsylvania.  The majority of
students are drawn from the surrounding metropolitan area.

The purchase price is comprised of:  $3,611,698 in cash  (including  $119,564 in
repurchased  common stock),  which was paid, less a deposit of $150,000,  at the
time of closing;  a  $4,340,000  promissory  note;  and  $750,000 in stock.  The
promissory note, dated March 24, 1998,  requires quarterly payments beginning in
June, 1998 of $542,500 in principal plus accrued  interest at 7% per annum.  The
note is due March 24, 2000 and is secured by a Security  Agreement-Stock  Pledge
and a Guaranty and Security Agreement. Under the terms of the agreement,  59,782
shares of the Company's  common stock valued at $119,564 were repurchased at the
time of the closing by the Company for cash,  leaving the balance of $750,000 to
be satisfied by the Company issuing on March 24, 1999 an undetermined  number of
shares of non-registered common stock equivalent to a value of $750,000 based on
the ten day trailing average market price at the time of the transfer.


<PAGE>




The acquisition is being accounted for as a purchase with a substantial  portion
of the  purchase  price  being  allocated  to  goodwill.  The  goodwill is being
amortized over forty years. The following pro forma  information is presented as
if the acqusition occurred at the begininning of each of the periods:

                                                Three months ended March 31,
                                                 1998                 1997
                                              ----------           ----------

     Pro forma revenues                       $3,112,302           $2,518,611

     Pro forma net income                       $130,333             $206,738

     Pro forma primary earnings per share           $.03                 $.52

     Pro forma fully diluted earnings per share     $.02                 $.08


In order to fund the purchase price,  the Company  borrowed  $2,000,000 from its
president and majority  stockholder  and  $2,900,000  from an outside  financing
source.  The debt of $2,000,000 to the  president  bears 12% interest,  interest
only payable monthly,  and is due on March 24, 2003. The president also received
a warrant  to  purchase  732,360  shares of the  Company's  common  stock for an
aggregate  price of $100 for the  period  ending  March  24,  2003.  The debt of
$2,900,000 to the outside source is payable  interest only quarterly,  bears 12%
interest,  and is due on March 25,  2003.  This  lender  received  a warrant  to
purchase  1,268,486  shares of the  Company's  common stock for a total price of
$100 through March 25, 2003.

The warrants were valued at  approximately  $380,000,  which is presented on the
balance sheet aa a discount from the debt and is being  amortized  over the life
of the term of the related notes  payable.  The costs of obtaining the financing
have  been  deferred  and are also  being  amortized  over the term of the notes
payable.


<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources
-------------------------------

March 31, 1998 as Compared to December 31, 1997
-----------------------------------------------

The Company completed its planned acquisition of Data Processing Trainers, Inc.,
an accredited  school with two locations in  Philadelphia  offering a variety of
vocational training programs, on March 24, 1998. The purchase of this school was
a first step in management's  long-term plan to grow its business by acquisition
of profitable schools which fit within the Company's overall expansion strategy.
The acquisition was accounted for as a purchase. As a result of the acquisition,
the Company now owns and operates two vocational schools:  Denver Automotive and
Diesel College ("DADC") and Data Processing Trainers, Inc. ("DPT").

The Company's cash balance  increased  $1,348,656 over the period ended December
31, 1997; the increase  resulted  primarily from borrowings  associated with the
acquisition of DPT,  additional  borrowings on three commercial lines of credit,
and  restoration  of DADC's  eligibility  to participate in Title IV funding and
grants. Student accounts and notes receivable increased $1,746,487 over December
31, 1997; $1,589,318 of the increase resulted from the purchase of DPT's student
receivables.  DADC's accounts and notes receivable increased $266,225, or 12.5%,
over December 31, 1997,  primarily due to continuation of institutional  student
financing  during the Title IV ineligibility  period.  Because of the changes in
ownership,  the Company was  temporarily  ineligible  to receive  Title IV funds
until the Department of Education  approved its  applications  to participate in
these  programs.  As of May 18, 1998, the Department of Education has determined
that  DPT  is  eligible  to  again  participate  in  Title  IV  programs;  it is
anticipated that Title IV fund flows will be restored as of May 29, 1998. DADC's
Title IV funds were restored on February 2, 1998.

DPT was acquired for  $9,043,128,  comprised of $3,611,696 cash (net of $341,432
acquired in the purchase),  a $4,340,000 note payable to DPT's former owner, and
$750,000 stock.  The purchase  resulted in an increase to property and equipment
of $316,534;  intangible assets in the amount of $8,886,723 were recorded in the
transaction,  including  $174,916  of  loan  acquisition  costs  related  to new
borrowings in conjunction with the purchase.  Goodwill  resulted from the excess
of the price paid over the fair market value of the net assets purchased;  as is
the nature of the  vocational  school  industry,  tangible  assets  represent  a
relatively low fraction of the overall value associated with reputation, trained
staff,  accredited programs,  and job placement success.  Loans to the Company's
president  remained constant over the period;  $60,000 was repaid in April 1998.
The balance of these notes receivable is due within one year. Overall, assets of
the Company increased by $12,166,833 over December 31, 1997.

<PAGE>


Accounts  payable and accrued  expenses  increased by $407,005 over December 31,
1997.  The  payables  and  accrued  expenses  acquired  by  purchase of DPT were
$378,955,  while DADC's accruals  decreased  $8,591 over December 31; the parent
company's  accrued  expenses  increased  by $36,640  due to accrued  interest on
acquisiton loans.  Deferred tuition liabilities rose $1,587,887 over the period,
of which $1,376,863 was attributable to the purchase of DPT (an amended increase
of $90,675  from the  original DPT reported  amount).  DADC's  deferred  tuition
increase  of  $211,024  over  December  31, 1997  resulted  from normal  student
enrollment and timing fluctuations.  In connection with the purchase of DPT, the
Company  incurred  debt to the  following  parties:  $4,340,000  to the  seller,
$2,900,000 to a financing  subsidiary of a brokerage firm, and $2,000,000 to the
Company's  president.  Interest-only  payments  are due on the latter two loans,
which  have  five-year  terms;  the  loan to  DPT's  seller  requires  quarterly
principal and interest payments, with the remaining principal due two years from
the date of purchase.  The Company has sufficient  resources to continue  normal
operations prior to the full restoration of Federal Title IV funds at the end of
May, 1998. Overall, liabilities increased by $11,095,937 over December 31, 1997.

Warrants to purchase  2,008,846  shares of the Company were issued in connection
with  the  debts  to the  shareholder  and  the  third-party  lender.  Based  on
provisions of the warrant agreement, a substantial number of shares are expected
to be earned  back by the  Company;  the  remaining  warrants  were  valued  and
recorded at $380,306.  Of this total,  $211,863  appears on the balance sheet as
redeemable  warrants,  and $168,443 is included in additional  paid-in  capital.
Additional paid-in capital also increased by a further net amount of $691,130 as
a result of the DPT  acquisition:  a $750,000  increase  was recorded for future
stock to be issued to the school's  seller,  while a net decrease of $58,870 was
recorded  when stock issued to him in  connection  with the Letter of Intent was
repurchased  at  closing of the sale,  as was  contemplated  by that  agreement.
Common  stock  decreased  by a net  $3,098,  also  as a  result  of the  closing
repurchase transaction.

Results of Operations
---------------------

March 31, 1998 as Compared to March 31, 1997
--------------------------------------------

The  Company's  total  revenues  increased  by $266,573 to  $1,051,247,  for the
quarter  ended March 31,  1998,  compared  to the same period of 1997.  Revenues
include  $158,157  attributable  to  DPT's  operations  for the six  days of the
quarter  following its acquisition by the Company  (amended down by $90,675 from
the original  reported  amount).  DADC's  revenues  increased  $104,612 over the
previous year's first quarter due to an increase in student units.

The  educational  services and  facilities  cost  increase of $146,590  over the
previous year's first quarter includes $89,074 for six days of DPT's operations.
General and  administrative  costs  increased by $149,177,  due both to indirect
expenses  in  conjunction  with  the  purchase  of  DPT,  and  continuing  costs
associated with the Company's  transition to publicly-held  status. The interest
expense  increase of  approximately  $55,659 is  attributable to acquisition and
operations borrowings;  loan proceeds to finance operations were required due to
continuing temporary  ineligibility for Title IV funds. The $9,648 provision for
income tax in the original  report has been amended to zero.  Overall,  net loss
was  $60,409 for the first  quarter of 1998  (amended  down by $81,027  from the
original  reported  net income  amount of  $20,681),  compared  to net income of



<PAGE>

$59,264 for the first  quarter of 1997;  the decrease  results  largely from the
increased general and  administrative  costs and interest expense,  as described
above.  Net income per share and weighted number of shares  outstanding  reflect
the  issuances to insiders as a result of the reverse  merger of August 31, 1997
and other issuances in conjunction with acquisition financing.

                                     PART II


Item 1.  LEGAL PROCEEDINGS.

None.


Item 2.  CHANGE IN SECURITIES

Per the  Letter of Intent to  purchase  DPT,  on March  24,  1998,  the  Company
repurchased  $119,564  of  stock  issued  to  DPT's  seller.  The  issuance  and
repurchase were both at $2.00 per share.

Item 3.  DEFAULTS ON SENIOR SECURITIES

None.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5.  OTHER INFORMATION

None.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a).  Exhibit  No.         Description
               ------------         -----------

                    27              Financial Data Schedule

         (b).  Reports on Form 8-K:

              On April 8,  1998,  the  Company  filed a Report on Form 8-K under
              Item 2., "Acquisition or Disposition of Assets".




<PAGE>




                                   SIGNATURES

Pursuant  to the  requirement  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.

                                    SIEMANN EDUCATIONAL SYSTEMS, INC.
                                             (Registrant)


                                    By:    /s/  PAUL T. SIEMANN
                                           -------------------------------------
                                           Paul T. Siemann, President and CEO