SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K-A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): January 31, 1998

NATIONAL TECHTEAM, INC.
(Exact name of registrant as specified in its charter)

Delaware 0-16284 38-2774613
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)

835 Mason Street, Suite 200, Dearborn, MI 48124
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (313) 277-2277

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

On January 31, 1998, the transactions that were contemplated by the Agreement
and Plan of Merger dated January 19, 1998 (the "Merger Agreement") by and
between David M. Sachs, Capricorn Capital Group, Inc., a Michigan corporation
("Capricorn"), BM Woodbridge Place 104 Inc., a Michigan corporation ("Sub") and
National TechTeam Inc., a Delaware corporation ("Company") were completed. In
that transaction, Sub, which was a wholly-owned subsidiary of the Company, was
merged into Capricorn with Capricorn being the surviving corporation. David M.
Sachs, the sole shareholder of Capricorn, received 500,000 shares of the
Company's common stock in exchange for all the shares of capital stock of
Capricorn. As a result, Capricorn became a wholly-owned subsidiary of the
Company and Mr. Sachs became a shareholder of the Company.

The number of shares of common stock issued to Mr. Sachs for all of the capital
stock of Capricorn was the result of arm's length negotiations between the
Company and Mr. Sachs. As required by the Merger Agreement, the Company received
an opinion of an independent third party appraiser that the fair market value of
Capricorn was in excess of $5,000,000.00.

In addition to the 500,000 shares of common stock he received, Mr. Sachs
received the right to receive up to 325,000 additional shares of common stock of
the Company, with the exact number of those contingent shares, if any,
determined as follows. Promptly after the completion of the audited financial
statements of Capricorn for the year ending December 31, 2000 the Company's
auditors shall compute the average pre-tax earnings of Capricorn for the three
period ended December 31, 2000 and the amount if any (the "Contingent Earnings
Amount"), by which those average annual pre-taxes earnings exceed $250,000.00
per year. The Company would then issue Mr. Sachs additional shares, up to a
maximum of 325,000 additional shares, in an amount equal to 200% of the
Contingent Earnings Amount divided by $10.00.

The Company is obligated under the merger agreement to file a registration
statement under the Securities Act of 1933, as amended, to register a total of
350,000 of the 500,000 shares of the Company's common stock that was issued to
Mr. Sachs. The Company is not obligated to register the remaining 150,000 shares
or any contingent shares that may be issued to Mr. Sachs.

The Company had entered into contemporaneous purchase/sale agreements with
Capricorn in the fourth quarter of 1996 and the first quarter of 1997 that
obligated the Company to acquire computer hardware from Capricorn with Capricorn
agreeing to purchase a license of the software designed by the Company known as
the Foundation Platform, which provides the capabilities to offer Internet
controlled telephony services on the World Wide Web and other networks.

Capricorn, which is headquartered in Farmington Hills, Michigan, is an equipment
leasing company that specializes in leasing computer equipment. The Company
intends to have Capricorn continue in that business.

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

a) Financial Statements of Business Acquired.

Audited financial statements of Capricorn Capital Group, Inc. for the
year ended September 30, 1997 are filed as Exhibit 99 to this Form 8K
beginning on page 10.

b) Pro Forma Financial Information.

The following pro forma combined financial information of National
TechTeam gives effect to the acquisition of Capricorn Capital Group as
of December 31, 1997.

The pro forma combined balance sheet was prepared as if the
acquisition had occurred on December 31, 1997.

The pro forma statement of income was prepared as if the
acquisition had occurred prior to the beginning of the fiscal year
presented.

The pro forma combined balance sheet and statements of
operations are not necessarily indicative of the consolidated
financial position or results of operations as they might have been
had the acquisition actually occurred on the dates indicated.

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The unaudited pro forma combined statement of operations of the National
TechTeam, Inc. (the Company) for the year ended December 31, 1997 (Pro Forma
Statement of Operations), and the unaudited pro forma combined balance sheet of
the Company as of December 31, 1997 (Pro Forma Balance Sheet) have been prepared
to illustrate the estimated effect of the merger of the Company and Capricorn
Capital Group, Inc. (Capricorn). The pro forma financial information does not
reflect any expected cost savings from the synergies that are expected to result
from the merger, which could be significant, although there can be no assurance
with respect thereto. The Pro Forma Statement of Operations gives pro forma
effect to the merger as if it had occurred on January 1, 1997. The Pro Forma
Balance Sheet gives pro forma effect to the merger as if it had occurred on
December 31, 1997. The pro forma financial information does not purport to be
indicative of the results of operations or financial position of the Company
that would have actually been obtained had such merger been completed as of the
assumed dates and for the period presented, or which may be obtained in the
future. The pro forma adjustments are described in the accompanying notes and
are based upon available information and certain assumptions that the Company
and Capricorn believe are reasonable. The pro forma financial information should
be read in conjunction with the separate historical consolidated financial
statements of the Company and Capricorn and the notes thereto.

The acquisition of Capricorn will be accounted for by the purchase method of
accounting. Under purchase accounting, the total purchase price will be
allocated to the tangible and intangible assets and liabilities of Capricorn
based upon their respective fair values as of the closing date. A preliminary
allocation of the purchase price has been made to major categories of assets and
liabilities in the accompanying pro forma financial information based on
available information. The actual allocation of purchase price and the resulting
effect on income from operations may differ significantly from the pro forma
amounts included herein. These pro forma adjustments represent the Company and
Capricorn management's' preliminary determination of purchase accounting
adjustments and are based upon available information and certain assumptions
that the Company and Capricorn believe to be reasonable. Consequently, the
amounts reflected in the Pro Forma Balance Sheet are subject to change, and the
final amounts may differ substantially.

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UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

HISTORICAL PRO FORMA
------------------------------------ ------------------------------------
FOR THE YEAR FOR THE YEAR
ENDED 12/31/97 ENDED 9/30/97
"COMPANY" "CAPRICORN" ADJUSTMENTS COMBINED
---------------- ---------------- ---------------- -----------------

STATEMENT OF OPERATIONS:

Revenues................................ $ 81,326,935 $ 22,046,152 $ 103,373,087

Cost of services delivered.............. 72,806,618 13,570,634 86,377,252
------------- ------------ --------------
Gross profit............................ 8,520,317 8,475,518 16,995,835
Other expenses/(income).................
Selling, general, and 14,320,465 7,091,736 $ 75,218 E 21,487,419
administrative....................
Interest expense.................... 69,492 2,311,679 2,381,171
Interest income..................... (3,038,555) (126,293) (3,164,848)
Gain on sale of investment.......... -- (83,125) (83,125)
------------ ------------ --------------- --------------
11,351,402 9,193,997 75,218 20,620,617
Income before tax provisions............ (2,831,085) (718,479) (75,218) (3,624,782)
Tax provisions.......................... (873,242) (461,500) 29,240 F (1,305,502)
------------ ------------ --------------- --------------
Net income.............................. $ (1,957,843) $ (256,979) $ (104,458) $ (2,319,280)
============ ============ =============== ==============

Earnings per share...................... $ (0.12) $ (0.16)
============ ==============

Average number of common shares
and common share equivalents
outstanding
Basic............................ 15,663,716 15,663,716
Diluted.......................... 15,663,716 15,663,716

See notes to unaudited pro forma combined financial statements.

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UNAUDITED PRO FORMA COMBINED BALANCE SHEET

CURRENT ASSETS
- --------------
Cash and cash equivalent................ $ 24,927,348 $ 745,460 $ 25,672,808
Securities available for sale........... 39,094,615 120,144 39,214,759
Accounts receivable..................... 26,479,816 1,185,498 27,665,314
Inventory............................... 218,622 666,377 884,999
Refundable income tax................... 2,466,777 2,466,777
Deferred income tax..................... 338,532 338,532
Prepaid expenses and other.............. 2,781,777 1,153,377 3,935,154
--------------- --------------- -------------
TOTAL CURRENT ASSETS.................... 96,307,487 3,870,856 100,178,343
TOTAL FIXED ASSETS (NET) 13,724,192 5,403,965 19,128,157
OTHER ASSETS
Intangibles............................. 7,324,064 $ 1,612,183 A 8,936,247
Equipment leased to others.............. 17,964,438 17,964,438
Deferred initial direct costs........... 110,514 110,514
Net investment in direct
financing leases.................... 6,566,797 6,566,797
Net investment in lease residuals....... 1,022,893 1,022,893
Advance to Capricorn
Capital Group, Inc.................. 604,002 (604,002) B --
Deferred income tax..................... 1,689,334 1,689,334
Other................................... 1,639,582 241,127 1,880,709
--------------- --------------- -------------
TOTAL OTHER ASSETS...................... 11,256,982 25,905,769 38,170,932
=============== =============== =============
TOTAL ASSETS............................ $ 121,288,661 $ 35,180,590 $ 157,477,432
=============== =============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
- -----------------------------------------
CURRENT LIABILITIES
Accounts payable........................ $ 3,707,985 $ 3,080,488 (604,002) B $ 6,184,471
Accrued payroll......................... 4,350,863 48,552 4,399,415
Accrued expenses and taxes.............. 533,391 128,900 662,291
Dividend payable........................ 449,000 449,000
Deferred income tax..................... 466,880 466,880
Notes payable........................... 24,585,088 24,585,088
Deferred revenue/unap rec............... 1,353,398 1,736,474 3,089,872
Other................................... 147,036 147,036
--------------- --------------- -------------
TOTAL CURRENT LIABILITIES............... 10,559,553 30,028,502 39,984,053
LONG TERM LIABILITIES
Capital lease obligations............... 119,765 119,765
Deferred income tax..................... 195,941 1,513,834 1,709,775
Other................................... 375,437 A 375,437
Deferred Foundation Platform
license fees........................ 813,205 813,205
--------------- -------------
TOTAL LONG TERM LIABILITIES............. 1,128,911 1,513,834 3,018,182
SHAREHOLDERS' EQUITY
Common stock............................ 160,377 50,118 (50,118) D 160,377
Additional paid in capital.............. 105,586,223 4,875,000 A,D 110,461,223
Other................................... (84,652) (84,652)
Retained earnings....................... 4,509,019 3,588,136 (3,588,136) D 4,509,019
--------------- --------------- -------------
Total................................... 110,170,967 3,638,254 115,045,967
Less: treasury stock.................... 570,770 570,770
--------------- --------------- -------------
TOTAL SHAREHOLDERS' EQUITY.............. 109,600,197 3,638,254 114,475,197
--------------- --------------- -------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY................ $121,288,661 $ 35,180,590 $ 157,477,432
=============== =============== =============

See notes to unaudited pro forma combined financial statements.

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

A) The Pro Forma Statement of Operations assumes that the merger occurred
on January 1, 1997. For purposes of the Pro Forma Statement of
Operations for the year ended December 31, 1997, Capricorn's historical
statement of operations for the fiscal year ended September 30, 1997
was combined with the Company's historical statement of operations for
the fiscal year ended December 31, 1997.

The acquisition of Capricorn will be accounted for by the purchase
method of accounting. Under purchase accounting, the total purchase
price will be allocated to the tangible and intangible assets and
liabilities of Capricorn based upon their respective fair values as of
the closing date based on valuations and other studies which are not
yet available. A preliminary allocation of the purchase price has been
made to major categories of assets and liabilities in the accompanying
pro forma financial information based on available information. The
actual allocation of purchase price and the resulting effect on income
from operations may differ significantly from the pro forma amounts
included herein. These pro forma adjustments represent the Company and
Capricorn management's preliminary determination of purchase accounting
adjustments and are based upon available information and certain
assumptions that the Company and Capricorn believe to be reasonable.
Consequently, the amounts reflected in the Pro Forma Balance Sheet are
subject to change, and the final amounts may differ substantially.

Certain reclassifications have been made to the historical financial
statements of National TechTeam, Inc. and Capricorn Capital Group, Inc.
to conform to the pro forma presentation. Such reclassifications are
not material to the combined unaudited pro forma financial statements.

B) To record excess purchase price resulting from the purchase of
Capricorn Capital Group, Inc.

C) To record the elimination of Intercompany Receivable/Payables.

D) To record the elimination of the Common Stock of Capricorn Capital
Group, Inc, and the consolidation of Retained Earnings.

E) To record the goodwill amortization expense for fiscal year 1997 and
reduction of expense for deferred compensation.

Amortization Expense............................... $ 161,218
Reduction of Compensation Expense
related to Employment Agreement............... (86,000)
----------
Net entry.......................................... $ 75,218
==========
F) To record the tax effect of pro forma statement of
operation adjustments.

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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 hereunto duly authorized.

Dated: April 14, 1998

NATIONAL TECHTEAM, INC.

By /s/ Lawrence A. Mills
-----------------------
Lawrence A. Mills
Vice President, Chief Financial Officer,
Treasurer and Secretary

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EXHIBIT INDEX

EXHIBIT NUMBER DESCRIPTION
23 Consent of Independent Auditors
99 Capricom Capital Group, INC. and SUBSIDIARIES
Consolidated Financial Statements for the year
ended September 30, 1997