United States
                    Securities And Exchange Commission
                        Washington, D.C.  20549

                              FORM 10-K

            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934:

For the fiscal year ended: November 30, 2004   Commission File Number: 0-15588

                 CANTERBURY CONSULTING GROUP, INC.
        -------------------------------------------------------
        (Exact name of registrant as specified in its charter)

Pennsylvania                                                     23-2170505
---------------------------------                     ----------------------
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                        Identification Number)


                    352 Stokes Road, Suite 200
                  Medford, New Jersey 08055
(Address of principal executive offices) (Zip Code)

Registrant's telephone number: (609) 953-0044

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered pursuant to Section 12(g) of the Exchange Act:  Common
Stock, $.001 par value

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act 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.     YES         NO  X
             -----       ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
10-K.    X
       ----

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES          NO  X
                                       -----       ---

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the closing price of such stock on Pink
Sheets on May 31, 2005 was $789,237.

The number of shares outstanding of the issuer's class of common equity, as of
May 27, 2005 was 2,769,393.


                                     PART I

ITEM 1.  BUSINESS
==================

INTRODUCTION
------------

     Canterbury Consulting Group, Inc., formerly Canterbury Information
Technology, Inc., (hereinafter referred to as "the Registrant" or "the Company")
is engaged in the business of providing information technology products,
services and training to both commercial and government clients. Canterbury is
comprised of four operating subsidiaries with offices located in New Jersey, New
York and Maryland. The focus of the Canterbury companies is to become an
integral part of our clients' IT solution, designing and applying the best
products, services and training to help them achieve a competitive advantage by
helping their employees to succeed. Our subsidiaries offer the following
technology and training solutions:

    *  distance learning solutions
    *  management training programs
    *  customized learning solutions for ERP and CRM
    *  web development
    *  systems engineering and training consulting
    *  technical and desktop applications
    *  hardware sales and support

     The Company was incorporated in the Commonwealth of Pennsylvania on March
19, 1981 and later qualified to do business in the State of New Jersey in April,
1985.

     The Company is organized into two operating segments and the corporate
office.  The operating segments are:  training and consulting and value added
hardware reseller.  A third segment, software development, was discontinued
during 2004 and a fourth segment, technical staffing, was discontinued during
2003.

     On April 30, 2001, the Company amended its Certificate of Incorporation to
change the name of the Company from Canterbury Information Technology, Inc. to
Canterbury Consulting Group, Inc. which better describes the Company's current
and future business activities and allows for a more synergistic approach to
offering all of its subsidiaries under one umbrella.

     Effective January 24, 2003, the Board of Directors declared a one for seven
reverse stock split of the Registrant's common stock in order to remain in
compliance with Nasdaq's minimum price requirement.  All share and per share
information has been restated to account for the one for seven reverse stock
split.

     During October, 2004 a group of investors (including officers and some
outside board members) formed a private company (CCG Group, Inc.) with the
intent of merging with the Company, purchasing all common stock from
unaffiliated shareholders and then operating the business as a private company.
CCG Group offered to buy the unaffiliated shares at $.40 per share, which
represented a premium over the then current average closing price of
Canterbury's common stock.

    Since five of Canterbury's existing board members were going to be part of
the CCG group, the board of directors determined that it would be appropriate to
appoint a special committee to protect the interests of Canterbury's
unaffiliated shareholders.  The special committee was composed of two board
members who were not employees of the company, who were not participants in the
buyout proposal and who had no financial interest in the proposed merger
different from Canterbury's unaffiliated shareholders generally.  The special
committee was authorized to exercise all of the powers of the board of directors
with respect to the CCG merger offer and to investigate the terms of any
proposed transaction, including the power to select and retain its own legal
counsel and an independent financial advisor.

     On October 29, 2004, the special committee recommended that Canterbury
accept the proposal from CCG under the terms presented to it.  Canterbury's
board of directors ratified that action and authorized the preparation of
necessary documentation for the transactions.  On November 1, 2004, Canterbury
publicly announced the proposed transaction.

     In a meeting on November 16, 2004, the special committee and the Board of
Directors of Canterbury unanimously (i) adopted and approved the Merger
Agreement and the transactions contemplated thereby, including the merger, and
(ii) recommended that the shareholders vote to approve the Merger Agreement.

    Thus, Canterbury entered into a Merger Agreement, dated November 18, 2004,
with CCG Group, Inc.  Under the Agreement and Plan of Merger, Canterbury and CCG
would merge if the holders of at least a majority of Canterbury's outstanding
shares of common stock approved the Merger Agreement.  The outstanding shares of
Canterbury's common stock not owned by affiliates of CCG Group would have been
converted into the right to receive an amount equal to $0.40 per share for
Canterbury shares owned on the date the merger occurred, in cash, without
interest.  Persons associated with CCG Group, who held approximately 1,562,766
shares of Canterbury as of December 17, 2004, would not be entitled to convert
their shares to cash or receive any consideration.  After the merger,
Canterbury would have been the surviving corporation under Pennsylvania law
and would be privately held.

     At the close of business on March 15, 2005, the Agreement and Plan of
Merger of CCG Group, Inc. and Canterbury Consulting Group, Inc. dated November
18, 2004 was terminated due to the fact that it was not consummated by March 15,
2005.  Canterbury Consulting Group, Inc. was delayed in obtaining shareholder
approval of the merger on or prior to March 15, 2005, as was called for in the
Merger Agreement.

     The Agreement and Plan of Merger provided that, if it terminated due to
Canterbury Consulting Group's inability to obtain shareholder approval,
Canterbury Consulting Group would be responsible for the fees and expenses
incurred by CCG Group, Inc. in connection with the transactions contemplated by
the Agreement and Plan of Merger.  Canterbury has paid CCG Group's claim for
reimbursement of its fees and expenses as specified in the Agreement and Plan of
Merger, which amounted to approximately $17,000.


NARRATIVE DESCRIPTION OF BUSINESS - TRAINING AND CONSULTING
-----------------------------------------------------------

     During the fourth quarter of Fiscal 2003, the Company formed a new, wholly
owned subsidiary, Canterbury Corporate University, Inc. ("CCU") for the purpose
of consolidating and leveraging the sales and marketing efforts of its training
and consulting operations.  Although the Company has been advocating and
promoting cross-marketing of all of its products and services, the results to
date were not satisfactory.  This was due to several factors:  lack of
centralized sales management, varying compensation plans, lack of product and
services training information as well as poor sales infrastructure and
reporting.  All of these shortcomings have been addressed through the formation
of CCU.  First, a Corporate Sales Manager was hired to spearhead this
consolidated sales organization.  All sales and marketing personnel in the
training and consulting segment now report to this manager. The various
compensation plans were unified into one performance driven plan.  Sales and
product training are occurring monthly for the entire sales team.  Finally, the
Company purchased a Client Relationship Management (CRM) product to coordinate,
track and measure the sales and marketing efforts of the entire sales staff.

    The Company continually is searching for additional sales talent to help
reverse the recent downward trend in training and consulting revenues.  Through
May, 2005 we have been modestly successful in this search.  There is currently
several sales positions that are vacant.  One of our top priorities is to have
these positions filled in order to take full advantage of the fall training
season.

COMPUTER SOFTWARE TRAINING/SERVICES

     In June 1994, the Company acquired Computer Applications Learning Center
(CALC), a New Jersey based computer software training company.  Since 1983, CALC
has trained corporate workers and managers at its training centers in New York
and New Jersey and on site at Fortune 1000 corporations.  During 1995, the
Company changed the name of CALC to CALC/Canterbury Corp. to more appropriately
reflect Canterbury's role in the corporate training industry. CALC/Canterbury is
a Microsoft Certified Technical Education Center, Lotus Authorized Education
Center and an authorized center for CISCO certified training as well as CAT and
VUE testing.  CALC/Canterbury is authorized to provide continuing education
units (CEU's) and is an approved sponsor of Continuing Professional Education
(CPE) for CPA's in New York, New Jersey and Pennsylvania. CALC/Canterbury's
technical services division offers technology project management, software
development, hardware and software installations, web and industry specific web
site development.  CALC/Canterbury also offers e-commerce enabled, Internet-
based training through Canterbury's Online University as well as custom designed
web delivered courses and instruction.

Future Plans
     CALC/Canterbury has experienced a significant downturn in the demand for
scheduled public desktop and technical training over the past several years.
The fixed costs associated with the delivery of this type of computer training
are very high.  Rent, equipment, personnel, registration, scheduling and
technical support are all fixed costs necessary to offer this training.  The
Company has decided that it can no longer deliver its services in this fashion
to the degree it has in the past.  During the fourth quarter of Fiscal 2003, the
Company closed two training facilities (Wall Street, New York and Woodbridge,
New Jersey) and downsized two other training locations.  The number of
classrooms was reduced from twenty-nine to seven.  These classrooms will be used
for room rentals, private training and general admission classes.
CALC/Canterbury will no longer offer a robust public schedule as it has in the
past.  The demand for these classes does not justify the cost.  Semi-private and
general admission training will be offered to our corporate clients for our most
popular courses.  CALC/Canterbury is repositioning its training skills and
capabilities toward private training at the customer facility and at our reduced
Company training facilities, as well as developing and selling distance learning
products, providing various technical services along with cooperative selling
efforts with select channel partners.

CUSTOMIZED ERP AND CRM LEARNING SOLUTIONS

     In September, 2001 the Company acquired User Technology Services, Inc.
(Usertech), a twenty-five year old technology consulting organization
specializing in custom learning solutions for major domestic corporations.  The
business is headquartered in the Northeast, but Usertech has consultants and
account managers throughout the United States.  Usertech designs, develops and
delivers customized employee training programs in support of client systems
implementations using a blend of traditional (instructor-led) and electronic
(WBT and CBT) delivery modes.  The Company's primary expertise is in Enterprise
Resource Planning (ERP) and Customer Relationship Management (CRM) application
systems.  Customized training for PeopleSoft, Oracle, SAP and Seibel software
installations are the cornerstone of the business.  Usertech's consultants are
also proficient in various proprietary software applications that their clients
deploy.

     Usertech's alliance relationships are an important component of the
company's sales and marketing program.  Product and software manufacturer
alliances could increase the rate of target market penetration, improve
competitive position and generate new sales leads.  With Usertech's significant
human and intellectual resources and expertise in e-learning delivery platforms,
Canterbury's goal is to increase its distance learning offerings in all of its
corporate training businesses.  In 2001, after the acquisition, the Company
changed the name of User Technology Services, Inc. to Usertech/Canterbury Corp.
to properly reflect its role in the Canterbury family of training and technology
businesses.

     Due to a significant breach of his Employment Agreement, the President of
Usertech/Canterbury was terminated from his employment on March 18, 2003.
Accordingly, Canterbury ceased paying the balance of compensation due to the
President of Usertech under this Employment Agreement, which exceeded $700,000.
When Canterbury purchased Usertech from Ceridian Corporation, Canterbury was led
to believe that this President was essential to the continued success of the
company.  The Company is currently negotiating a settlement with the former
President of Usertech/Canterbury.

      As part of the purchase price paid for the acquisition of Usertech in
September, 2001, the Company agreed to pay $1,200,000 to the seller over three
years at an annual amount of $400,000 plus accrued interest at 7% per annum on
the outstanding balance.  On August 4, 2003, the Company initiated mandatory
binding arbitration proceedings against Ceridian Corporation, the previous owner
of Usertech/Canterbury, as required in the Stock Purchase Agreement between the
parties.  Canterbury anticipated that it would need to make a cash payment in
settlement of certain claims and, on October 4, 2004 Canterbury wired $912,000
in cash to Ceridian Corporation in anticipation of a settlement of all claims.
On October 27, 2004 Canterbury withdrew all of its claims in arbitration against
Ceridian.  The companies exchanged mutual releases.

Future Plans
     The Company desires to expand this segment of the business in a number of
ways.  First, additional sales personnel may be deployed in selected key markets
throughout the country where there is currently no Usertech/Canterbury
representation.  Also, if e-learning and blended training solutions continue to
grow in popularity, Usertech/Canterbury will work to stay ahead of the curve in
its ability to design and deliver such training to its customers.  In
conjunction with the expansion plans outlined above, the Company intends to
attempt to leverage its consolidated sales efforts by use of Canterbury
Corporate University, Inc. to cross-market Usertech/Canterbury's services to the
entire client base of the Company.  New product focus, such as distance learning
for client proprietary systems, is also being expanded in existing markets.


MANAGEMENT TRAINING

     In September of 1993, the Company acquired Motivational Systems, Inc., a
New Jersey-based management and sales training company.  Since 1970,
Motivational Systems has trained managers and sales professionals from many
Fortune 1000 companies, on a national and international basis.  Motivational
Systems conducts a wide variety of seminars in management and team development,
selling and negotiating, interpersonal communication, executive development,
organizational problem solving and project management.  During 1995, the Company
changed the name of Motivational Systems, Inc. to MSI/Canterbury Corp. to more
appropriately reflect Canterbury's presence and role in the corporate training
industry.

Future Plans
     This division's planned expansion may occur by extending its current sales
effort into contiguous markets adjacent to its corporate headquarters in
Northern New Jersey.  Although MSI/Canterbury's revenues and profits are subject
to the ebb and flow of the economy, it could benefit eventually from the
consolidation within its training segment.

     MSI/Canterbury is developing, internally, new product offerings for
existing and potential customers, based on their specific needs.  With several
consultants who are professional course developers on staff, this process has
already resulted in additional product revenue streams.  The Company also
intends to attempt to leverage the consolidated sales efforts of Canterbury
Corporate University, Inc. to cross-market MSI/Canterbury's services to the
entire client base of the Company.


NARRATIVE DESCRIPTION OF BUSINESS - VALUE ADDED HARDWARE RESELLER
===================================================================

     In October, 1999, the Company acquired U.S. Communications, Inc. (USC), an
Annapolis, Maryland based value added reseller of desktop and server computer
systems to state and local governments as well as commercial private sector
companies in the mid-Atlantic market.  USC provides a broad range of information
technology services other than hardware procurement and installation.  Other
products and services include software, consulting and network design and
management.  After the acquisition, the Company changed the name of U.S.
Communications to USC/Canterbury Corp. to more appropriately reflect
Canterbury's presence and role in the information technology industry.

     The Company predominately resells Hewlett-Packard personal computers and
servers as stand-alone desktops, workstations and complete networks.  Virtually
no inventory is maintained on site as most equipment is drop shipped to the
customer location.  The consulting and network design services are becoming a
more important value added product to the customer base, as they look for a
complete solution to their information technology needs.

Future Plans
     This subsidiary's expansion planning includes additional penetration into
existing governmental installations as well as pursuing governmental
municipalities in other states.  USC has also expanded its sales focus to
include commercial clients.  The Company is introducing other subsidiary
products and services into its existing client base.  USC/Canterbury is also
attempting to expand its reseller relationship to manufacturers other than
Hewlett Packard and Compaq in order to provide its customers with more
purchasing options as well as to reduce its dependence on a sole source for
product.


MERGER/ACQUISITION PROGRAM
--------------------------

     Canterbury is not currently seeking acquisitions of other training or
technology companies due to its desire to focus on rebuilding its existing
infrastructure and returning to profitability.

EMPLOYEES
----------

     As of November 30, 2004, the Company, including all subsidiaries, had 139
employees: 53 full-time employees and 86 part-time employees.  The Company
believes that the relationship with its employees is satisfactory.


ITEM 2.     PROPERTIES
======================

     All facilities, including its administrative offices, branch locations and
sales offices, are leased.  The aggregate annual rental payments under leases
will approximate $440,000 in Fiscal 2005.

     The following table sets forth the locations of the Company including
square footage:

Location                                 Square Footage     Lease Expiration
-------------------------------------    --------------    ----------------

Canterbury Consulting Group, Inc.            3,000        August 2005
352 Stokes Road, Suite 200
Medford, NJ  08055


CALC/Canterbury Corp.                        3,500        November 2006
200 Lanidex Plaza
Parsippany, NJ  07054

CALC/Canterbury Corp.                        2,300        November 2006
300 Lanidex Plaza
Parsippany, NJ  07054 (classrooms only)


CALC/Canterbury Corp.                       4,500         90-day notice (mutual)
780 Third Avenue
Concourse Level One
New York, NY  10017

MSI/Canterbury Corp.                        1,000         November 2006
200 Lanidex Plaza
Parsippany, NJ  07054

USC/Canterbury Corp.                        2,500         December 2005
532 Baltimore-Annapolis Blvd.
Severna Park, MD  21146

Usertech/Canterbury Corp.                   2,000         November 2006
200 Lanidex Plaza
Parsippany, NJ  07054

     The Company believes that all of its properties are maintained in good
operating condition and are suitable and adequate for our operational needs.


ITEM 3.  LEGAL PROCEEDINGS
==========================

     On August 4, 2003, the Company initiated mandatory binding arbitration
proceedings against Ceridian Corporation, the previous owner of
Usertech/Canterbury, as required in the Stock Purchase Agreement between the
parties.  Canterbury anticipated that it would need to make a cash payment in
settlement of certain claims and, on October 4, 2004 Canterbury wired $912,000
in cash to Ceridian Corporation in anticipation of a settlement of all claims.
On October 27, 2004 Canterbury withdrew all of its claims in arbitration against
Ceridian.  The companies exchanged mutual releases.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
========================================================

    None.


                                       PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
===============================================================================

     MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information

     Canterbury's common stock was listed for trading on the Nasdaq SmallCap
Market until its delisting on December 10, 2004. Since that time, Canterbury's
common stock has been quoted on the electronic Pink Sheets.   The closing price
(adjusted to reflect the 1 for 7 reverse stock split effective January 24, 2003)
of Canterbury's common stock from December 1, 2002 through April 29, 2005,
according to these sources, are listed below.  The reported bid quotations
reflect inter-dealer prices without retail markup, markdown or commissions, and
may not necessarily represent actual transactions.

=============================================================================
2003   |   1st Quarter   |   2nd Quarter   |   3rd Quarter   |   4th Quarter
       |   -----------   |   -----------   |   -----------   |   ------------
       |  High      Low  |  High      Low  |  High      Low  |  High      Low
Common |  ----      ---  |  ----      ---  |  ----      ---  |  ----     ---
Stock  | $2.73     $1.27 | $1.36      $.68 | $1.25      $.71 | $1.50     $.95
=============================================================================
2004   |   1st Quarter   |   2nd Quarter   |   3rd Quarter   |   4th Quarter
       |   -----------   |   -----------   |   -----------   |   ------------
       |  High      Low  |  High      Low  |  High      Low  |  High      Low
Common |  ----      ---  |  ----      ---  |  ----      ---  |  ----      ---
Stock  | $1.35      $.94 | $2.05      $.71 | $1.00      $.52 |  $.60     $.26
=============================================================================
2005   |   1st Quarter   |   2nd Quarter*  ||
       |   -----------   |   -----------   ||
       |  High      Low  |  High      Low  ||
Common |  ----      ---  |  ----      ---  ||
Stock  |  $.44      $.35 | $.39      $.16  ||
============================================
* through April 29, 2005.


(b) Shareholders

     Our shareholders list contains the names of 255 registered stockholders of
record of the Company's Common Stock as of May 27, 2005.  Because of the low
number of shareholders, the Company intends to file a notice of termination of
its registration with the Securities and Exchange Commission during June 2005.

(c)  Dividends

     Canterbury has never declared a dividend on its common stock and does not
plan to do so in the near future.

(d)  Sale of Unregistered Securities

     The Company did not effect any unregistered sales of equity securities
during the fourth quarter of Fiscal 2004.

(e) Repurchase of Equity Securities

     The Company did not repurchase any of its equity securities that were
registered under Section 12 of the Securities Act during the 4th quarter of
Fiscal 2004.

ITEM 6.  SELECTED FINANCIAL DATA
=================================
<TABLE>

<S>               <C>           <C>           <C>             <C> >            <C>
                        2004          2003           2002             2001            2000
                        ----          ----           ----             ----            ----
Operating data:
Net revenues         $19,992,481   $22,021,091    $29,480,049      $26,872,307   $28,298,138
(Loss) income from
continuing
operations            (2,433,669)   (3,878,187)    (1,850,042)      (6,172,446)    1,044,820
Income (loss) from
discontinued
operations               (47,898)     (176,807)      (167,809)        (774,321)       13,395
Net (loss) income     (2,481,567)   (4,054,994)    (2,017,851)      (7,159,855)    1,058,215

Basic per share data:
(Loss) income from
continuing operations     $(1.20)       $(2.07)        $(1.06)          $(3.67)         $.73
Income (loss) from
discontinued operations     (.02)         (.09)          (.10)            (.46)          .01

Cumulative effect of
change in accounting
principle                    -             -              -              ( .12)          -
                         -------        ------         ------           ------          ----
Net (loss) income         $(1.22)       $(2.16)        $(1.16)          $(4.25)         $.74
                         =======        ======        =======          =======          ====

Balance sheet data:
Total assets         $ 8,089,613   $11,938,543    $18,668,979      $25,044,122   $31,184,412
Long-term debt       $    52,418   $    62,934     $1,209,625       $2,145,183      $678,303
Subordinated
convertible debt     $   355,000   $   355,000    $      -         $     -       $      -
</TABLE>

The above presented financial data has been reclassified to properly reflect
the discontinued operations for ATM/Canterbury and DMI/Canterbury.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
================================================================================

Cautionary Statement
     When used in this Report on Form 10-K and in other public statements, both
oral and written, by the Company and Company officers, the word "estimates,"
"project," "intend," "believe," "anticipate," and similar expressions, are
intended to identify forward-looking statements regarding events and financial
trends that may affect the Company's future operating results and financial
position.  Such statements are subject to risks and uncertainties that could
cause the Company's actual results and financial position to differ materially.
Such factors include, among others: (1) the Company's success in attracting new
business; (2) the competition in the industry in which the Company competes; (3)
the sensitivity of the Company's business to general economic conditions; and
(4) other economic, competitive, governmental and technological factors
affecting the Company's operations, markets, products, services and prices.  The
Company undertakes no obligations to publicly release the result of any revision
of these forward-looking statements to reflect events or circumstances after the
date they are made or to reflect the occurrence of unanticipated events.

RISK FACTORS THAT RELATE TO OUR BUSINESS

     Uncertain economic conditions continue to affect many of our customers'
businesses and many clients continue to delay and reduce their purchases of
training services, software, hardware and consulting.  The Company's recovery
from the past several years of economic downturn continues to lag behind the
current economic recovery.

Delay Or Inability To Return To Positive Operating Cash Flow

     While the Company has taken significant steps to reduce fixed costs and
increase revenue, a significant delay in returning to positive operating cash
flow could adversely effect our liquidity and ability to conduct business.  The
Company reduced payroll expense and facility leases significantly during Fiscal
2004.  Four facilities were closed and two more were greatly downsized, as
management introduced a more flexible cost model into the business.  Annual rent
and occupancy expense were reduced by over $1,000,000 from the beginning of
Fiscal 2003 to the beginning of Fiscal 2004.  Over sixty employees were
eliminated in several workforce reductions during the year.  Even with these
cost reductions, revenues must increase in Fiscal 2005 over Fiscal 2004 in order
to achieve positive operating profit and cash flows.  The newly formed sales
subsidiary, Canterbury Corporate University must increase sales pipeline
activity in the near term to positively impact reported revenues for the
training and consulting segment.  If this does not occur it could negatively
effect our operating cash flow.

     The Company experienced significant pretax operating losses for the first
six months of Fiscal 2004 ($994,000).  During the second half of the year the
Company's operating performance improved to approximately breakeven.  There were
several significant non-cash asset valuation charges taken during the last six
months of 2004.  A goodwill impairment charge of $645,000 was taken against
training division goodwill and a $750,000 tax asset reserve was also recorded.
These charges along with the operating loss for the first half of the fiscal
year accounted for the $(2,434,000) loss from continuing operations for 2004.

Competition

     If our customers choose to purchase goods and or services from new or
existing competitors, it could have a material adverse effect on our operating
results and stock price.

     The various operating segments of the Company have relatively low barriers
to entry.  New and existing organizations are constantly attempting to penetrate
our customer base.  Larger, more financially seasoned competitors have the
ability to overwhelm our markets and customers though more aggressive sales
tactics.  Internal training departments within our current and potential client
base are also a primary competitor.  There is also increasing competition from
computer hardware and software vendors as they attempt to capture more of the
technology services market.  Finally, low cost providers in the training and
consulting market are attempting to buy business through their low cost, value
proposition.

Dependency on Key Personnel

     If we are unable to recruit and retain qualified personnel, it could have a
material adverse effect on our operating results.  Our success depends on the
continued employment of our senior executives and managers and other key
personnel.  The loss of these people, especially without advance notice, could
have a material adverse effect on our operations.  Sales and delivery staff are
vital to ongoing customer relations and satisfaction.  A significant portion of
our consolidated revenue is service oriented (34% in Fiscal 2004).  As such the
loss of key personnel could have a negative impact on our ability to deliver and
service our clients.  As the economy improves, it will become more difficult to
retain existing employees and attract new recruits due to the fact that they
have more employment options available to them.

Municipal Budget Constraints

    USC/Canterbury, our value added hardware reseller, does a significant amount
of business with the states of Maryland and Virginia (94% of this segments total
revenue in Fiscal 2004).  Lower tax revenues in these states have reduced the
amount of funding for technology purchases recently and this trend could
continue.  If this trend does continue, it could have a material adverse effect
on this segment's operating results.  This segment has been the most profitable
segment for the Company since Fiscal 2000, and its ongoing contribution to
revenue and profits is vital to the Company's future.

Shifts in Technology and Training Platforms

     In the training and consulting segment, much of our success depends upon
the introduction and adoption of new technology.  Our customers tend to increase
their demand for training at times when new technology or software is being
introduced.  When there are delays in the introduction of these new products
demand for training may decrease, and it could have a material adverse effect on
our operating results.  Also as our customers move toward new distance learning
platforms to replace instructor-led training, our ability to retain our
customers by providing these new electronic training services introduces a
potential risk in client retention, which could have a material adverse effect
on our operating results.

Ongoing Collection of Notes Receivable With A Related Party

     A significant portion of the Company's assets and tangible net worth is
represented by notes receivable from a party owned in part by members of the
Company's management.  To date there have been no collection issues with the
notes.  However, if the related party experiences a significant downturn in
operating cash flow or becomes insolvent the collectibility of the note would be
in jeopardy and could have a material adverse effect on the Company's asset base
and tangible net worth.

Acts of Terrorism

     The majority of revenue recorded by the Company is generated in both the
New York City and Washington D.C. areas.  Both of these locations were targets
of the terrorist attacks in 2001.  If there is a repeat of those events in
either one of these markets, our clients there will be distracted from their
normal course of business and as such will most likely delay or cancel projects
with the Company.  This could have a material adverse effect on our operating
results.

Other Factors

     Other factors that may adversely affect our operating results include:
       *   reduced reliance on reseller channel by hardware manufacturers
       *   ability to secure sufficient contractor resources to met short-term
           customer demand
       *   insufficient training facilities to met client demand for instructor-
           led technology training
       *   loss of key clients through merger, sale or divestiture
       *   ongoing cost of compliance with provisions of The Sarbanes-Oxley Act.


OVERVIEW
---------

     The Company is engaged in the business of providing information technology
products, services and training to both commercial and government clients.  The
focus of Canterbury is to become an integral part of our clients' IT solution,
designing and applying the best products, services and training to help them
achieve competitive advantage by helping their employees to succeed.

     The two primary business units for the Company are training and consulting
and value added hardware reseller.  In the training and consulting segment we
provide a variety of technical and management training.

     Our training encompasses a wide spectrum of hardware and software products
as well as many important business skill topics.  These training products are
delivered in a variety of ways:  at our classroom facilities in New Jersey and
New York; at our clients' location; or electronically via the Internet; or on
the end users computer.  Many of these training products are custom developed
for our clients and contain a blended training solution combining both
instructor-led training in the classroom with distance learning products to
complete the education process.

     The Company also provides various technical consulting services to our
clients including programming, systems integration, network security and network
management.

     The value added reseller segment provides hardware and software solutions
to the Mid-Atlantic market.  Its primary focus is on state and local government
clients who have an ongoing need for technology products and services.

     In the past four years the Company has experienced significant pretax
losses from continuing operations totaling $14,334,000.  Of this amount,
$8,362,000 represents goodwill impairment on several acquisitions made over the
past eleven years.  The Company has managed to remain financially viable through
these recent losses during the last four years by accelerating collection on
several long-term notes receivable and generating net operating cash flow of
$396,000.  The Company significantly reduced its operating costs and
restructured its sales team for Fiscal 2004.


LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

     Working capital at November 30, 2004 was $1,226,000, a decrease of $555,000
from the previous year end.  While the entire balance sheet has contracted
during Fiscal 2004, the most significant reductions occurred in the cash and
current portion of long term debt.  During September, 2004 the Company paid
$912,000 to Ceridian Corp. as the final installment for the purchase of
Usertech/Canterbury.  This amount included $800,000 in debt and $112,000 in
accrued interest.

     The Company also reduced its accounts payable by $384,000 and accounts
receivable were reduced by $668,000.  These reductions were the result of
expedited collection of receivables from several large customers and subsequent
reduction in payables related to these sales.

     As of November 30, 2004, the Company had $200,000 outstanding on its
revolving line of credit with Commerce Bank.  As of that date, the Company was
in compliance with all of the financial covenants of its loan agreement.  The
Company, however, was within $11,000 of violating its cumulative pretax loss
covenant as of November 30, 2004 (limit per covenant is $1,050,000 cumulative
loss from December 1, 2003).  The actual pretax loss from continuing operations
plus any non-cash charge (goodwill impairment).

     As a subsequent event, during the first quarter of Fiscal 2005, the Company
breached the cumulative pretax loss covenant.  As a result of this occurrence,
the Company and Commerce Bank executed a forbearance agreement and an amendment
to the loan agreement.  The maximum revolving credit was reduced to $750,000 and
it was agreed that the outstanding revolver balance would be paid in full by
April 30, 2005 out of the proceeds from the $800,000 the Company received in
conjunction with a refinancing of a long term note receivable with a related
party.  The loan ($550,000) was paid off on April 14, 2005 and the loan
agreement with the bank has been terminated.  The bank has released all liens on
the Company's balance sheet.

     During the second quarter of Fiscal 2005 the Company negotiated a
refinancing of its long term notes receivable with a related party.  The Company
received an $800,000 payment and the two existing notes were combined into one.
As of May 1, 2005 the new note had a balance of $2,469,585 with an eight-year
term and an 8% interest rate.  Monthly payments on the new note are $34,912.
From the $800,000 received as part of the refinancing, $550,000 was used to pay
off the revolving line of credit with the Company's primary lender.

     Cash flow used in operating activities for the year ended November 30, 2004
was ($860,000), an improvement of $211,000 from the previous year.  While these
results were slightly better than Fiscal 2003, it marked the second consecutive
year of negative cash flow from operations and only the second year in the past
ten, where the Company failed to generate positive operating cash flow.  Total
assets declined by $3,849,000, while total liabilities were reduced by
$1,316,000.  The Company's current ratio was 1.79:1.00 versus 1.62:1.00 at
November 30, 2003.

     Management believes that the Company should have sufficient funds to
cover cash flow requirement for Fiscal 2005 based on the refinancing of the
long term note receivable with a related party and the ability to finance
 seasonal increases in sales volume (May-August) for its Hardware Reseller
segment using alternative  non-traditional sources (lock box,
floor planning, etc.).  Since the Company terminated its borrowing
 relationship with Commerce Bank during April 2005, the
alternative lending capabilities are critical to support the business.  While
the cost of money will be higher than traditional revolving credit from a bank,
the Company will have more flexibility in managing the business.  The Company
has continued to reduce fixed costs (primarily support personnel).  These cost
reductions, if coupled with increased sales activity, could permit the Company
to return to a positive operating cash flow position for the third and fourth
quarters of Fiscal 2005.  These were no material commitments for capital
expenditures as of November 30, 2004.  Inflation was not a significant factor in
the Company's financial statements.

     The following table summarizes the Company's contractual obligations for
long-term debt and lease obligations as of November 30, 2004:
<TABLE>
                                                       Payments Due By Period
<S>                      <C>             <C>           <C>         <C> >       <C>
                                             Less Than                           More Than
Contractual Obligations         Total         1 Year     1-3 Years   3-5 Years    5 Years
- --------------------------------------------------------------------------------------------

Long-term notes payable      $   28,002      $  9,883    $ 18,119    $   -       $    -
Capital lease obligations        58,405        24,106      34,299        -            -
Subordinated convertible
  debt
                                355,000*         -        355,000        -            -
Revolving line of credit        200,000       200,000        -           -            -
Operating leases                750,204       469,743     280,461        -            -
                           - ----------      --------   ---------    --------    ------ ---
Total                        $1,391,611      $703,732   $ 687,879    $   -       $    -
                            ===========      ========   =========    ========    ===========
</TABLE>
*As a subsequent event, this debt was converted to common stock.


RESULTS OF OPERATIONS
=======================

Fiscal 2004 Compared to Fiscal 2003
-----------------------------------

Revenues
     Consolidated revenues decreased by $2,029,000 (9%) in Fiscal 2004 as
compared to Fiscal 2003.  This decrease is the net result of a decrease in
service revenue of $3,612,000 ($35%) and an increase in product revenue of
$1,583,000 (14%).  The training and consulting segment again experienced an
across the board decline in revenues which has been the trend over the past
three years as indicated by the following table.

                           Fiscal 2004    Fiscal 2003        Fiscal 2002
                           -----------    -----------        -----------
Usertech/Canterbury        $3,647,000     $5,018,000         $9,053,000
CALC/Canterbury             2,202,000      4,093,000          4,804,000
MSI/Canterbury                732,000        955,000          1,161,000
USC/Canterbury                120,000        247,000            362,000
                           -----------   -----------        -----------
Total                      $6,701,000    $10,313,000        $15,380,000
                           ===========   ===========        ===========

     The increase in product revenues for Fiscal 2004 was the result of an
increased purchase from a major customer in Virginia.  This municipality (school
system) had several new school openings during 2004 which needed to be outfitted
for PC's, printers and servers. It is anticipated that the revenue from this
client in 2005 will be lower.


Costs and Expenses
     Total costs and expenses decreased by $1,616,000 (9%) in Fiscal 2004 versus
2003.  The decrease was due to reduced sales volume and cost reductions in the
training and consulting segment ($3,391,000) offset by an increase in the
hardware reseller segment of $1,775,000 due to higher sales volume.  Overall
gross profit decreased to 16% from 16.4% in Fiscal 2003.  Service gross profit
increased to 32% in Fiscal 2004 from 23% in the previous year.  This increase
was the result of the cost saving initiative undertaken in late 2003 for this
segment.  This increase in gross profit percentage is impressive in light of the
35% reduction in 2004 sales volume for the training and consulting segment as
compared to 2003.  The hardware reseller segment experienced a further decline
in gross profit from approximately 10% in Fiscal 2003 to 8% in Fiscal 2004.

     Product margins continue to be negatively effected by several factors.
Continued weakness in technology spending forced margins lower as many suppliers
compete for the same business.  Hardware manufacturers continued to eliminate
incentives to their resellers as the products they are offering have became more
commoditized.  The Company continues to partner with new hardware manufactures
who have specialized products that command higher profit margins.  However, the
sales volume from these specialized products has not been sufficient to
counteract the lower margin on personal computers and printers.  Management
anticipates that gross margin for product sales will remain in the 7%-8% range
for Fiscal 2005.

     Selling expense decreased by $328,000 (19%) in Fiscal 2004 as compared to
the previous year.  Personnel expense (salaries, bonuses, commissions and
payroll burden) accounts for the entire decrease.  A smaller sales staff and
less commissions on lower revenue and gross profit were the two most significant
reasons for the reduction in selling expense for Fiscal 2004.

     General and administrative expense was reduced by $1,322,000 (30%) due
primarily to cost savings as a result of the reduction in workforce in the
training and consulting segment in late 2003 ($875,000).  Other major costs
reductions in Fiscal 2004 which contributed to the overall decrease were health
insurance ($211,000); public company expense ($81,000); life insurance
($52,000); and bank charges ($39,000).

     Interest income decreased by $180,000 (39%) in Fiscal 2004 as compared to
the previous year.  The prepayment of the note receivable from the sale of a
former subsidiary in September 2003 and the reduction in the interest rate on a
note receivable with a related party were the primary reasons for the decrease.

     Interest expense was reduced by $15,000 (12%) in Fiscal 2004 versus Fiscal
2003.  Payment of $800,000 note payable for an acquisition made in September
2004 was the primary reason for the reduction in interest expense.

Critical Accounting Policies

   Goodwill
     The Company recorded a total of $645,000 of goodwill impairment in our
training and consulting segment ($610,000 for MSI/Canterbury and $35,000 for
Usertech/Canterbury) at November 30, 2004.  The economic downturn for
MSI/Canterbury continued for a fourth consecutive year.  The fair value of
MSI/Canterbury and Usertech/Canterbury were estimated based upon our recent
earnings history and our future earnings expectations.

     The Company's earnings forecasts for purposes of these impairment tests are
consistent with forecasts and budgets currently used in the management of these
businesses.  The estimated fair value of the goodwill amounts are based upon
future earnings expectations.  If actual results are significantly lower, the
likelihood is that these estimates would change, resulting in future impairment
charges.

Revenue Recognition
     As discussed in Note 1 to our Consolidated Financial Statements, the
Securities and Exchange Commission (SEC) recently issued Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements," which
provides additional guidance in applying generally accepted accounting
principles for revenue recognition.  SAB 101 states that revenue is recognized
when there is persuasive evidence of an arrangement, the product has been
delivered, the sales price is fixed or determinable, and collectibility is
reasonably assured.  The vast majority of our revenue transactions contain
standard business terms and conditions that result in a clear determination of
when revenues should be recognized.  Our revenue recognition policy requires an
assessment as to whether collectibility is probable, which inherently requires
us to evaluate the creditworthiness of our customers and their acceptance of our
delivered products and services.

Valuation Allowance-Deferred Tax Assets
     The Company records valuation allowances to reduce deferred tax assets to
amounts that are more likely than not to be realized.  This process involves
forecasting the future profitability of our businesses to determine whether the
Company is expecting to generate sufficient taxable income to fully utilize our
existing tax loss carryforwards and other tax assets.  The Company has recorded
a valuation allowance of $4,449,000 and $3,788,000 as of November 30, 2004 and
2003, respectively.  The valuation allowance was increased as of November 30,
2004 and 2003 due to the Company falling short of budgeted 2004 and 2003
revenues and earnings and the resulting changes in our earnings forecasts for
Fiscal 2005 and beyond.  This resulted in a $759,000 expense in Fiscal 2004 and
a $780,000 expense in Fiscal 2003 related to an adjustment to our beginning of
the year estimate for the valuation allowance.

     At November 30, 2004, the Company had loss carryforwards of $11,050,000 for
federal income tax reporting purposes.  Future expiration dates of federal loss
carryforwards are as follows:  $835,000 in 2007, $3,665,000 in 2012, $335,000 in
2021 and $1,715,000 in 2022, $3,045,000 in 2023 and $1,455,000 in 2024.

     The determination of the valuation allowance is based upon our earnings
forecasts that we use in the management of our businesses.  Therefore, we are
required to make estimates and judgments based upon historical experience and
the best information available to us.  However, future events are subject to
change and we may have to adjust the valuation allowance in future periods,
accordingly.


Fiscal 2003 Compared to Fiscal 2002
=====================================

Revenues

     Consolidated revenues decreased by $7,459,000 (25%) in Fiscal 2003 as
compared to 2002.  This overall reduction was the result of an across the board
revenue decease in all operating segments of the Company.  The training and
consulting segment recorded a decline in revenues of $5,066,000 (33%).  The
value added hardware reseller segment saw revenues decline by $2,392,000 (17%).
Software development revenues for Fiscal 2003 were approximately the same as in
Fiscal 2002.  Technical staffing revenues are no longer being reported due to
its classification as a discontinued operating segment effective in 2003.

     The downward trend in consolidated revenues accelerated during Fiscal 2003.
Technology spending by many customers was reduced, delayed or eliminated.  The
significant reduction in Company revenues forced drastic changes to the cost
structure of the organization.  While delivery and support costs were greatly
reduced through consolidation of facilities and elimination of under-utilized
personnel, the Company will attempt to invest further into sales and marketing
in order to take advantage of sales opportunities as the economy begins to
improve.

     During the fourth quarter of 2003, the Company restructured its sales
department.  A Corporate Sales Manager was hired to consolidate the three
separate sales teams in the training and consulting segment.  Canterbury
Corporate University, Inc. ("CCU"), a wholly owned subsidiary of the Company,
was formed to market and sell all of Canterbury's training products and services
in one comprehensive training unit.  The Company has always attempted to promote
cross selling of our products and services between subsidiaries.  Some of our
largest clients are purchasers of the various training products we offer.  Under
previous subsidiary management, the sharing of business leads did not occur at
an acceptable level, and many potential sales opportunities were lost before
they were ever attempted.

     The Corporate Sales Manager and the Company have initiated several key
sales strategies in order to overcome the shortcomings of the past including the
lack of attention to marketing, sales and more by the former President of
Usertech.  All training and consulting sales representatives are being
compensated and measured using the same plan.   Quota attainment is now a
benchmark for continued employment.  Quotas are set up with goals for selling
all of the Company's training and consulting products, not just what was sold in
the past on a subsidiary-by-subsidiary basis.  A Customer Relationship
Management ("CRM") system is being installed to better consolidate, track and
manage the pipeline of sales activity.  Also based upon feedback from our
customers, the Company is developing new products utilizing both instructor-led
and distance-learning delivery platforms.  We have also formalized reseller
relationships with several high quality channel partners, whereby the sales team
introduces the various products from this program to our client base and the
Company receives a negotiated share of any sales generated.

     The Company has taken several steps to increase lead generation.  The
formation of an inside sales team; contracting with an outside telemarketing
firm; increasing the amount of marketing information to our clients through e-
mail announcements; pilot program events and more informative web sites are all
contributing to new lead flow.

     During the fourth quarter of Fiscal 2003, the Company made the decision to
exit the open enrollment public computer training segment that was part of
CALC/Canterbury's offerings for the past twenty years.  The high fixed cost of
delivery was too much to sustain in relationship to the amount of revenue being
generated.  By exiting this training delivery methodology, there will be an
anticipated decline in instructor-led computer training revenues for Fiscal
2004.  Reduced capacity, reduced marketing emphasis, and alternative delivery
options will all contribute to the projected decline.  CALC/Canterbury will
continue to offer private and general admission classes at their two training
facilities (New York City and Parsippany, New Jersey) as well as room rentals.
There will be more emphasis on offering private training at the clients'
locations.  This planned exit from the scheduled open enrollment public training
segment was done in order to reduce the high fixed cost associated with its
delivery and introduce more variability to the cost structure of our training
business. It is management's belief that a smaller, more flexible training model
can return the computer training business to profitability.

     In the value added hardware reseller segment, budget constraints in state
and local municipalities had a negative impact on technology spending during
2003.  While this segment was among the last to feel the impact of the recent
economic downturn, it will also take longer to recover based on projected tax
revenues flowing into state and local budgets and then finally into capital
expenditures.

     The $2,392,000 reduction in revenues from Fiscal 2002 to 2003 is due
primarily to reduced pricing for most computer hardware products.  While it is
difficult to pinpoint the precise decline in the cost and sales price of the
specific computer hardware sold by this segment over the past year, it is safe
to estimate that prices have dropped anywhere from 20% to 30%.  If this is the
case, most, if not all of the decline in revenue for Fiscal 2003 can be
attributed to a lower sales price on approximately the same unit volume.  This
trend will continue into Fiscal 2004 as well.

     It is management's intent to more fully integrate the sales team from the
training and consulting segment with the value added hardware reseller segment.
Product profiles are being shared between the two groups and the Company
anticipates the efforts of these two sales organizations will become more
integrated in Fiscal 2004.

     It is projected that the majority of product to be sold in Fiscal 2004 may
be Hewlett Packard/Compaq hardware.  If they move toward an agent model with
their resellers, USC/Canterbury would be paid an agent fee which approximates
the current gross profit from each sale.  This may greatly reduce the reported
revenue in this segment.  The manufacturer would record the revenue and hold the
accounts receivable with the client.  This possible change in business flow has
not happened to date, but it is possible that the migration to the agent model
will begin in the second quarter of Fiscal 2004, and may then become more
significant during the second half of the year.

     This business segment has always had very high client revenue
concentration.  In Fiscal 2003 two groups of clients accounted for 81% of the
revenue in the value added hardware reseller segment.  There is obvious risk
associated with this very high customer concentration.  See Footnote 1,
Concentration of Risk, for more details on this topic.  In Fiscal 2004
USC/Canterbury is making a concerted effort to diversify its revenue mix.
Certain sales representatives have been given responsibility, through quotas, to
penetrate the commercial market in the Baltimore/Washington area.  New strategic
relationships have been formed with several manufacturers to increase product
offerings and reduce dependency on Hewlett Packard/Compaq.

     Management believes that there is still a significant amount of uncertainty
regarding future revenues from the value added hardware reseller segment for
Fiscal 2004.  Technology spending appears to be recovering slightly in the early
part of 2004, but the duration of the recovery is not yet known.  More clients
are engaging us in conversations and proposals about new projects and training
requirements.  The sales pipeline is fuller now than it was in the last half of
Fiscal 2003.  One of the biggest challenges that faces the Company is the timing
of customers decisions to begin project work that has already been sold.  The
delays that were experienced late in Fiscal 2003 have continued into the early
part of 2004.  These delays add to the uncertainty in revenue projections for
Fiscal 2004.  It is management's belief that by the middle of the year we will
have a much better understanding of our client's schedule and requirements.

Costs and Expenses
     Total costs and expenses decreased by $4,678,000 (20%) in Fiscal 2003
versus 2002.  The decrease was due to reduced sales volume in both product and
service revenues.  Overall gross profit decreased to 16% from 22% in Fiscal
2002.  Service gross profit declined to 23% in Fiscal 2003 from 31% in the
previous year.  Product gross profit also declined from 12% in Fiscal 2002 to
10% in Fiscal 2003.

     Product margins were negatively effected by several factors.  Continued
weakness in technology spending forced margins lower as many suppliers competed
for the same business.  Manufacturers continued to eliminate reseller incentives
as the products they were offering became more commoditized.  Weak or non-
existing sales management at our training subsidiaries.  The Company is
currently partnering with several new hardware and software manufacturers who
have specialized products that command higher profit margins.  These types of
relationships could become more important for the future as downward pressure
continues on margins for personal computers, printers and servers.  Management
anticipates that gross margins for product sales will remain in the 10% range
for Fiscal 2004.

     When the Company decided to exit the scheduled open enrollment public
computer training business during the fourth quarter of Fiscal 2003, there were
many obstacles that had to be overcome.  The biggest challenge was the need to
terminate four facility leases which housed twenty-nine classrooms, sales and
support office space, production and storage.  As of October, 2003 the
contractual lease obligations including utilities, insurance and taxes, totaled
approximately $4,100,000 over the next five years.  The Company successfully
negotiated the termination of all four leases by surrendering the security
deposits to the respective landlords.  $190,000 in security deposits were
expensed to cost of sales during the fourth quarter of Fiscal 2003.

     At the same time the four existing facility leases were being terminated,
the Company was able to successfully negotiate a new three-year lease in the
same office complex in Parsippany, New Jersey where the previous facility was
located.  CALC/Canterbury, Usertech/Canterbury, MSI/Canterbury and Canterbury
Corporate University have their sales and administrative headquarters in this
new space.  There is also three classrooms in the facility to provide general
admission and private training as well as room rentals to our clients.  The
Company also negotiated a short-term rental agreement (with a mutual 90-day
cancellation provision) with its existing landlord at its facility on the East
Side of New York City.  Three classrooms and two sales offices were retained in
the space.  The Company is exploring the availability of more permanent space in
the same vicinity.

     The major cause for much of the deterioration in gross profit for services
revenue in Fiscal 2003 was excess capacity - both in facility and personnel.
These were addressed by management during the year through two significant
workforce reductions, the elimination and consolidation of office facilities and
the closing or downsizing of training facilities.

     Through a series of workforce reductions during Fiscal 2003, the employee
count in the training and consulting segment was reduced by a total of 60 staff
members.  Thirty-three were consultants and/or trainers and twenty-seven were
sales and administrative staff.  Many support functions were combined in this
segment and some were eliminated.  Excess training and consulting capacity was
reduced and a variable cost model was introduced to provide more flexibility in
managing fluctuations in revenue delivery.

     The following chart summarize the annual run rate savings in both facility
and personnel expenses from the beginning of Fiscal 2003 to the beginning of
Fiscal 2004 for the training and consulting segment.  For purposes of
calculating the labor savings, a 20% burden rate of annual salaries (employer
taxes and benefits) was assumed.  Also, only the salaries of employees who were
no longer with the Company as of December 1, 2003, but were employed at the
beginning of Fiscal 2003 were included.  The Company does not expect to fill
these positions that are vacant as of December 1, 2003 during the Fiscal 2004
year.  Therefore, the following chart reflects no Fiscal 2004 personnel costs
related to the eliminated positions.

                          As of           As of                    Annual
                   December 1, 2002   December 1, 2003            Savings
                   ----------------   ----------------          -------------
Annual rent expense   $1,218,000          $312,000               $ 906,000
Facility expenses        170,000            18,000                 152,000
Consultant/trainer
  salaries             2,628,000              -                  2,628,000
Administrative and
  sales salaries       1,368,000              -                  1,368,000
                      ----------         ---------              ----------
      Totals          $5,384,000          $330,000              $5,054,000
                      ==========          ========              ==========

     It should be noted that the Company began realizing some of the annual
labor savings during Fiscal 2003 as a result of the ongoing personnel
reductions during the year.

     Based upon these savings, the Company significantly reduced its monthly
fixed cost burn rate and allowed the business time to recover from the past
several years of poor operating performance, while at the same time reducing the
monthly breakeven point and allowing for profitability at much lower revenue
levels.  Now the financial leverage shifts in favor of the Company.  When, and
if, revenues increase, more profit is attainable due to the fact that the fixed
cost component has been drastically reduced and a larger portion of the delivery
expense will be variable in nature.  However, if sales increase significantly in
the short term, the Company risks having insufficient resources to deliver
services due to reduced manpower and facility capacity.  The Company would need
to contract for part-time consultants and acquire additional space through
short-term rentals in order to meet client demand which is possible but would be
more expensive to implement.

     Selling expense decreased by $673,000 (28%) in Fiscal 2003 as compared to
the previous year.  Personnel expense (salaries, bonuses, commissions and
payroll burden) decrease of $498,000 was the biggest component of the reduction.
There were less sales and marketing staff during Fiscal 2003 as non-productive
sales representatives were terminated during the year.  There were also less
commissions and bonuses paid due to the lower revenue and profit in Fiscal 2003
($68,000).  Advertising expense decreased by $115,000 due primarily to the
elimination of the production and distribution of a public training schedule for
CALC/Canterbury.

     General and administrative expense was reduced by $1,115,000 (20%) due
primarily to significant reductions in administrative and support staff as part
of the workforce reduction discussed previously ($595,000).  Other major cost
reductions in Fiscal 2003 which contributed to the overall decrease were: bad
debt expense ($237,000); equipment rental ($111,000); public company expense
($96,000) and phone expense ($57,000).

     Interest income decreased by $181,000 (28%) in Fiscal 2003 as compared to
the previous year.  The prepayment of the note receivable from the sale of a
former subsidiary in September 2003 and the $500,000 reduction in the demand
note and accompanying reduction in the interest rate with a related party were
the primary reasons for the decrease.  Total notes receivable decreased by
approximately $3,200,000 during the year.

     Interest expense was reduced by $72,000 (37%) in Fiscal 2003 versus Fiscal
2002.  Reduced borrowings on the revolving line of credit and the payoff of the
remaining term debt ($800,000) with the primary lender were the major reasons
for the reduction.

Critical Accounting Policies
Goodwill
     As previously stated, the Company adopted SFAS 142, "Goodwill and Other
Intangible Assets" as of December 1, 2001.  This standard requires that goodwill
no longer be amortized, but instead, be tested for impairment on a periodic
basis.

     The Company recorded a total of $1,175,000 of goodwill impairment in our
training and consulting segment ($675,000 for MSI/Canterbury and $500,000 for
Usertech/Canterbury) at November 30, 2003.  The economic downturn which
MSI/Canterbury experienced in 2002 continued and worsened in 2003.  Revenues and
operating income declined for the third year in a row.  Usertech/Canterbury
also experienced a significant operating decline in Fiscal 2003.  The President
of the Usertech subsidiary was terminated for major breaches of his Employment
Agreement.  Due to the failure of the President to fulfill the obligations of
his Employment Agreement, many projects that were anticipated to be delivered
during the year based on projections were not consummated.  There were several
rounds of layoffs as well as a decline of business that are attributable to the
failure of the President to perform under the terms of his Employment Agreement.
The fair value of MSI/Canterbury and Usertech/Canterbury were estimated based
upon our recent earnings history and our future earnings expectations for these
businesses as of November 30, 2003.

     In Fiscal 2002, the Company recorded $584,000 in goodwill impairment
charges related to its MSI/Canterbury subsidiary as a result of the continued
reduction in demand for sales and management training during the current
economic downturn.  This charge was recorded in the fourth quarter of the year
and is reported under Training and Consulting in the segment reporting footnote
for Fiscal 2002.

     The Company's earnings forecasts for purposes of these impairment tests are
consistent with forecasts and budgets currently used in the management of these
businesses.  The estimated fair value of the goodwill amounts are based upon
future earnings expectations.  If actual results are significantly lower, the
likelihood is that these estimates would change, resulting in future impairment
charges.

Revenue Recognition
     As discussed in Note 1 to our Consolidated Financial Statements, the
Securities and Exchange Commission (SEC) recently issued Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements," which
provides additional guidance in applying generally accepted accounting
principles for revenue recognition.  SAB 101 states that revenue is recognized
when there is persuasive evidence of an arrangement, the product has been
delivered, the sales price is fixed or determinable, and collectibility is
reasonably assured.  The vast majority of our revenue transactions contain
standard business terms and conditions that result in a clear determination of
when revenues should be recognized.  Our revenue recognition policy requires an
assessment as to whether collectibility is probable, which inherently requires
us to evaluate the creditworthiness of our customers and their acceptance of our
delivered products and services.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
====================================================================

     We are not exposed to market risk from changes in interest rates.
Currently, we have $200,000 invested in short term certificates of deposit and
$100,000 invested in a municipal bond mutual fund. We account for these
investments in accordance with SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity Securities." These investments are treated as available-for-
sale under SFAS No. 115. The carrying value of these investments approximates
fair market value.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
====================================================

     The financial statements and supplementary data are as set forth in the
Index on page 27.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
=========================================================================

     There were no disagreements with the Company's independent auditors on
matters of accounting or financial disclosure.


ITEM 9A.  CONTROLS AND PROCEDURES
=================================

     Our principal executive officer and principal financial officer
participated in and supervised the evaluation of our disclosure controls and
procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to
ensure that information required to be disclosed by us in the reports that we
file is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that the information required to be disclosed by
us in the reports that we file or submit under the Act is accumulated and
communicated to our management, including our principal executive officer or
officers and principal financial officer, to allow timely decisions regarding
required disclosure. The Company's chief executive officer and chief financial
officer determined that, as of the end of the period covered by this report,
these controls and procedures are adequate and effective in alerting them in a
timely manner to material information relating to the Company required to be
included in the Company's periodic SEC filings.

     There were no significant changes, including any corrective actions with
regard to significant deficiencies and material weaknesses, in our internal
controls or in other factors that could significantly affect internal controls
since the date of the most recent evaluation of these controls by the Company's
chief executive officer and chief financial officer.

                                       PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
=============================================================

     The directors, executive officers and control persons of the Company as of
the date of this report were as follows:
                                     Director       Principal
Name                            Age     Since        Occupation
-----------------------------------------------------------------------------
Stanton M. Pikus                64       1981      Chairman of the Board of
                                                   Directors
Kevin J. McAndrew               47       1990      President, Chief
                                                   Executive Officer,
                                                   Chief Financial Officer,
                                                   and Treasurer
Jean Zwerlein Pikus             51       1984      Vice President,
                                                   Secretary
Alan B. Manin(1)(2)(4)          68       1981      President, Atlantis,
                                                   Inc.
Stephen M. Vineberg(1)(2)(3)(5) 63       1988      President, CMQ, Inc.
Paul L. Shapiro(1)(2)(3)(4)     53       1992      Manager, McKesson Drug Co.
Frank A. Cappiello(1)(4)(6)(7)  79       1995      Managing Director of
                                                   Montgomery Brothers,
                                                   Cappiello, L.L.C.
(1) Independent Board of Directors Member.
(2) Member of the Compensation Committee of the Board of Directors.
(3) Member of the Audit Committee of the Board of Directors.
(4) Member of the Corporate Governance and Nominating Committee of the Board
    of Directors.
(5) Chairman and Member of the Corporate Governance and Nominating Committee of
    the Board of Directors.
(6) Chairman and Member of the Audit and Compensation Committees of the Board
    of Directors.
(7) Financial expert of the Audit Committee of the Board of Directors.

BIOGRAPHIES OF THE NOMINEES FOR DIRECTORS
-----------------------------------------

     KEVIN J. McANDREW, President, Chief Executive Officer, Chief Financial
Officer and Treasurer, has been with the Company since June 1987.  He has been a
Director since 1990. He has held the positions of Chief Operating Officer;
Executive Vice President, and Vice President of Finance during his employment
with Canterbury.  He is a graduate of the University of Delaware (B.S.
Accounting, 1980) and has been a Certified Public Accountant since 1982.  From
1980 to 1983 he was an Auditor with the public accounting firm of Coopers &
Lybrand in Philadelphia.  From 1984 to 1986 Mr. McAndrew was employed as a
Controller for a New Jersey based division of Allied Signal, Inc.

     STANTON M. PIKUS, Chairman of the Board of Directors, was a founder of
Canterbury (1981).  In June 2001 he resigned as President and Chief Executive
Officer of Canterbury Consulting Group, Inc. but remains an employee of the
Company.  He graduated from The Wharton School of the University of Pennsylvania
(B.S., Economics and Accounting) in 1962.  From 1968 until 1984 he worked full-
time as President and majority stockholder of Brown, Bailey and Pikus, Inc., a
mergers and acquisitions consulting firm that had completed more than twenty
transactions.  In addition, Mr. Pikus has been retained in the past by various
small to medium-sized public and private companies in the capacity of an
independent financial consultant.  Mr. Pikus is the spouse of Jean Z. Pikus, who
is a Director, a Vice President and the Secretary of Canterbury Consulting
Group, Inc.

     JEAN ZWERLEIN PIKUS, Vice President, Secretary, and a Director since
December 1, 1984.  She was employed by J. B. Lippincott Company, a publishing
company, from 1974 to 1983, where she was Assistant Personnel Manager and also
created its word processing center, and was responsible for the day-to-day
control of word processing and graphic services.  In 1984, Ms. Pikus graduated
from The Wharton School of the University of Pennsylvania (B.S., Accounting and
Management, cum laude).  Ms. Pikus is the spouse of Stanton M. Pikus, who is the
Chairman of the Board of Directors and an employee of Canterbury Consulting
Group, Inc.

     ALAN B. MANIN, Founder and a Director of Canterbury since its inception in
1981.  He is currently the President of Atlantis, Inc., a company which provides
motivational training to employees of Fortune 1000 companies. He is a graduate
of Temple University (B.S., 1960; M.Ed., 1966).  He was a teacher and Department
Chairman in the Philadelphia School System (1960-1966); a former Vice President
and Director of Education for Evelyn Wood Reading Dynamics (1966-1972); a former
Director of Northeast Preparatory School (1973); and President, Chief Operating
Officer and founder of Health Careers Academy, a federally accredited (National
Association of Trade and Technical Schools) vocational school (1974-1979).

     STEPHEN M. VINEBERG, a Director since 1988, is currently the President and
Chief Executive Officer of CMQ, Inc.  Previously he was a Vice President of
Fidelity Bank, Philadelphia, where he was Chief Operating Officer of the Data
Processing, Systems and Programming Divisions.  Mr. Vineberg also directed a
wholly owned subsidiary of the bank that developed and marketed computer
software, operated a service bureau and coordinated all electronic funds
transfer activities.

     PAUL L. SHAPIRO, a Director since December, 1992, has worked for McKesson
Drug Company for the past 26 years.  Recipient of the McKesson President's Award
for 2002.  From 1973 through 1975 he was Director of the Pennsylvania Security
Officers' Training Academy. In 1973, he graduated from York College of
Pennsylvania with a B.S. Degree in Police Administration.

     FRANK A. CAPPIELLO, a Director since 1995, Frank Cappiello is one of the
country's leading financial analysts. He is an expert on the national economy
and a recognized authority on investments. Mr. Cappiello's background in
economics is extensive. For more than 12 years, he was chief investment officer
for an insurance holding company with overall responsibility for managing assets
of $800 million. Prior to that, Mr. Cappiello was research director of a major
stock brokerage firm. Subsequently, he was president of an investment counseling
firm, McCullough, Andrews & Cappiello, Inc., providing asset management to
individual and institutional investors. Mr. Cappiello is currently Chairman and
a Managing Director of Montgomery Brothers, Cappiello, LLC, an investment
advisor with offices in Washington, D.C. and New York.  Mr. Cappiello was a
regular panelist on the award winning television program Wall $treet Week With
Louis Rukeyser, where he was a member of its Hall of Fame since 1991. He
continues his panelist role on Louis Rukeyser's Wall Street on CNBC. He is also
a frequent guest on CNN as well as CNBC.  He is the author of four books,
including Finding the Next Superstock. Mr. Cappiello is a graduate of the
University of Notre Dame and Harvard University's Graduate School of Business
Administration.

     Mr. Cappiello serves as the Chairman of the Compensation Committee and the
Chairman of the Audit Committee and is the financial expert of the Audit
Committee of the Board of Directors.  He is also a member of the Corporate
Governance and Nominating Committee.  In performing these duties Mr. Cappiello
operates independent from the management of the Company.  Messrs. Shapiro and
Vineberg serve on the Audit Committee, the Compensation Committee and the
Corporate Governance and Nominating Committee as Independent Directors.  Mr.
Vineberg is the Chairman of the Corporate Governance and Nominating Committee.
Mr. Manin is a member of the Compensation and Corporate Governance and
Nominating Committees as an Independent Director.

AUDIT COMMITTEE
---------------
     The Audit Committee assists the Board of Directors in fulfilling the
Board's oversight responsibility to the shareholders relating to the integrity
of the Company's financial statements, the Company's compliance with legal and
regulatory requirements, the qualifications, independence and performance of the
Company's independent auditor and the performance of the internal audit
function.  The Audit Committee is directly responsible for the appointment,
compensation, retention and oversight of the work of the independent auditor
engaged for the purpose of preparing or issuing an audit report or performing
other audit, review or attestation services for the Corporation.

     The Board of Directors adopted a written charter for the Audit Committee
which was included as an exhibit to the Proxy Statement filed with the
Securities and Exchange Commission on October 4, 2001 for the fiscal year ended
November 30, 2000.  The Audit Committee re-examined and revised its charter in
2003, in light of the expanded responsibilities imposed under the Sarbanes-Oxley
Act of 2002 and related SEC rules. The Audit Committee submitted the amended
charter to the Board of Directors for approval and the approved, amended charter
was filed with the SEC on October 24, 2003 as Appendix A to the Definitive Proxy
Statement and is available on the internet directly from the Securities and
Exchange Commission's website (www.sec.gov) or upon written request to the
Canterbury Investor Relations Department at the address listed below.

     The members of the Audit Committee are Frank Cappiello, Chairman, Stephen
Vineberg and Paul Shapiro, all of whom the Board in its business judgment has
determined are independent as defined by SEC regulations and Nasdaq's listing
standards.  The Board of Directors also has determined that all of the members
of the Audit Committee have sufficient knowledge in financial and auditing
matters to serve on the Audit Committee and that Frank Cappiello qualifies as an
audit committee financial expert as defined by SEC regulations.

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
--------------------------------------------
     The Company has adopted a Code of Ethics for Senior Financial Officers.  A
copy of this document can be obtained upon written request to Canterbury's
Investor Relations Department at 352 Stokes Road, Suite 200, Medford, NJ  08055.

ITEM 11.     EXECUTIVE COMPENSATION

CASH COMPENSATION

<TABLE>
                                             SUMMARY COMPENSATION TABLE

                                                               Long-Term Compensation
                       Annual Compensation            Award                       Payouts
                       ----------------------------- -------------------------------------------
<S>                    <C>   <C>     <C>   <C>      <C>         <C>        <C>       <C>

                                                 Other              Securities         All other
Name and                                        Annual   Restricted Underlying           Compen-
Principal                     Salary  Bonus     Compen-   Stock      Options/  LTIP      sation
Position                Year  ($)     ($)       sation($) Awards($)   SAR(#)   Payouts($)  ($)
- - ------------------------------------------------------------------------------------------------
Stanton M. Pikus        2004 $227,000 $  -        $-     $  -          -       $-         $-
Chairman                2003  233,000  30,000(1)   -      15,000       -        -          -
                        2002  247,000    -         -        -          -        -          -

Kevin J. McAndrew       2004 $227,000 $  -        $-     $  -          -       $-         $-
President, Chief        2003  233,000  20,000(1)          15,000       -        -          -
Executive Officer, and  2002  247,000    -         -        -          -        -          -
Chief Financial Officer

Jean Z. Pikus           2004 $139,000 $  -        $-     $  -          -       $-         $-
Vice President          2003  143,000  11,700(1)   -       9,000       -        -          -
                        2002  150,000    -         -        -          -        -          -
</TABLE>
(1) Awarded in Fiscal 2002 and paid in Fiscal 2003.

     No other Executive Officer received in excess of $100,000 in total annual
compensation for the year ended November 30, 2004.

     There were no stock options granted to Executive Officers during Fiscal
2004.

<TABLE>
+--------------------------------------------------------------------------------------+
|                           Number of Securities          Value of Unexercised         |
|                           Underlying Unexercised           In-The-Money Options      |
|                          Options at Year End             at Fiscal Year End 2004     |
|                                2004 (#)                             ($)              |
| Name                  Exercisable    Unexercisable  Exercisable   Unexercisable      |
|---------------------+-------------+---------------+------------+---------------------+
|S>                   |   <C>       |   <C>         |  <C>       |    <C>              |
| Stanton M. Pikus    |    39,288   |     0         |     $0     |       $0            |
|-------------------- +-------------+---------------+------------+---------------------+
| Kevin J. McAndrew   |    31,430   |     0         |     $0     |       $0            |
|---------------------+-------------+---------------+------------+---------------------+
| Jean Z. Pikus       |    17,859   |     0         |     $0     |       $0            |
|-------------------- +-------------+---------------+------------+---------------------+
</TABLE>
     Option holders have five years from the date of grant to exercise any or
all of their options, and upon leaving Canterbury the option holders must
exercise within 30 days or lose their options.  These options exercise into
Canterbury restricted common shares of company stock.

     The Company executed employment agreements dated June 1, 2001 between the
Company and Mr. Kevin J. McAndrew and the Company and Mr. Stanton M. Pikus.
Each employment agreement is for a period of five years.  Each sets forth
various services to be performed.  Each employee shall receive an annual salary
of $245,000 with annual cost of living increases tied to a nationally recognized
index, as set forth by the Board of Directors from time to time.  These
employment agreements supercede and replace the prior employment agreements,
including the cancellation of bonus opportunities which were to be payable
through December 1, 2003.  These agreements also include a non-competition
prohibition for a period of three years after employment has been terminated.

     On December 1, 2001 the Company executed a five-year employment agreement
between the Company and Ms. Jean Pikus.  Ms. Pikus shall receive an annual
salary of $150,000 with annual cost of living increases tied to a nationally
recognized index, as set forth by the Board of Directors from time to time.  The
agreement also includes a non-competition prohibition for a period of three
years after employment has been terminated.

     On March 1, 2003 Canterbury's corporate management team, inclusive of the
Chairman, President and Vice President, voluntarily reduced their present
salaries by 8%.  This is in line with a previously instituted 8% salary
reduction at one of the Company's largest subsidiaries.  On August 18, 2003, on
the recommendation of Mr. Frank Cappiello, the Chairman of the Compensation
Committee of the Board of Directors, the Chairman, President and Vice President
agreed to continue their voluntary 8% salary cuts through November 30, 2003 even
though they have employment contracts in place.  In lieu of the cash lost they
were offered a block of restricted common stock on which they must be personally
responsible for the applicable federal and state income taxes.    A charge of
$77,000 was made during the third quarter of Fiscal 2003 to reflect the cost of
this stock.  The corporate management team continues to receive its reduced rate
of cash pay as of the date of this filing.


COMPENSATION PURSUANT TO PLAN
     The following qualified and non-qualified stock options were granted at
100% of the market value on date of grant to executive officers and directors of
the Company as of April 29, 2005.

<TABLE>
<S>                     <C>                       <C>            <C>            <C>

Name of Individual      Capacity in Which Served   Date Granted   Exercise Price    Options
----------------------------------------------------------------------------------------------
Stanton M. Pikus        Chairman of the Board of      8/2/00        $21.00           3,572
                         Directors                  11/28/00        $19.46          10,715(1)
                                                      1/9/01        $10.50          10,715(1)
                                                    11/12/01         $4.83          14,286(1)
----------------------------------------------------------------------------------------------
Kevin J. McAndrew       President, Chief Executive    8/2/00        $21.00          2,858
                        Officer, Chief Financial    11/28/00        $19.46          7,143(1)
                        Officer, Treasurer, Director  1/9/01        $10.50          7,143(1)
                                                    11/12/01         $4.83         14,286(1)
----------------------------------------------------------------------------------------------
Jean Z. Pikus           Vice President, Secretary,    8/2/00        $21.00          2,143
                         Director                   11/28/00        $19.46          3,572(1)
                                                      1/9/01        $10.50          3,572(1)
                                                    11/12/01         $4.83          8,572(1)
----------------------------------------------------------------------------------------------
Alan Manin              Director                      8/2/00        $21.00            715
                                                    11/12/01         $4.83          2,858
                                                    08/18/03          $.75         10,000
- - ----------------------------------------------------------------------------------------------
Stephen Vineberg        Director                      8/2/00        $21.00            715
                                                    11/12/01         $4.83          2,858
                                                    08/18/03          $.75         10,000
----------------------------------------------------------------------------------------------
Paul Shapiro            Director                      8/2/00        $21.00            715
                                                    11/12/01         $4.83          2,858
                                                    08/18/03          $.75         10,000
----------------------------------------------------------------------------------------------
Frank Cappiello         Director                      8/2/00        $21.00          1,786
                                                    11/12/01         $4.83          5,715
                                                    08/18/03          $.75         20,000
----------------------------------------------------------------------------------------------

</TABLE>
(1) These options are part of the 1995 Employee Stock Option Plan; however they
are incentive stock options.  All other options issued as part of the 1995 Stock
Option Plan are non-qualified stock options.

     Employee stock option holders have five years from the date of grant to
exercise any or all of their options, and upon leaving the Company the option
holders (but not consultants) must exercise within 30 days.  These options
exercise into restricted shares of Company common stock and absent registration,
or any exemption from registration, must be held for the applicable Rule 144
holding period before the restriction can be removed.

OTHER COMPENSATION

     See "Certain Relationships and Related Transactions" for key-man life
insurance arrangements.

COMPENSATION OF DIRECTORS

     In an effort to maintain its current independent directors and if it
decides to do so in the future attract additional qualified directors to serve
on the Board, Management and the Board of Directors decided on July 29, 2002
that beginning on September 1, 2002 and quarterly thereafter, all independent
directors would be paid $2,000 each per quarter as Director's compensation.


TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS

     There has been no change in control of the Company.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
     No member of the Compensation Committee is a current officer or has been
an officer of the Company or any of its subsidiaries during the past seven
years.  In addition, there are no compensation committee interlocks with
other entities with respect to any such member.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
=========================================================================

     The following table shows the amount of Canterbury's common stock of
beneficially owned (unless otherwise indicated) by each shareholder who
beneficially owns over 5% of Canterbury's outstanding common stock, by each of
Canterbury's directors and by the directors and executive officers of
Canterbury as a group.
<TABLE>
                            Amount and Nature of Beneficial Ownership
<S>                          <C>            <C>                  <C>
                               Shares          Shares Acquirable    % Owned of
Name of                        Currently       Within 60 Days By    Company's
Beneficial Owner(1)(3)         Owned           Option Exercise(4)   Shares(1)(2)
--------------------------------------------------------------------------------
Stanton M. Pikus (5)(6)        254,594           39,288              10.46%
Kevin J. McAndrew              181,402           31,430               7.60%
Jean Zwerlein Pikus (5)(6)      29,452           17,859               1.70%
Alan Manin                     116,866           13,573               4.69%
Stephen M. Vineberg              1,233           13,573               0.53%
Paul L. Shapiro                     95           13,573               0.49%
Frank A. Cappiello             108,810           27,501               4.87%
--------------------------------------------------------------------------------
All Officers and
Directors as a group
(7 in number)                 692,452           156,797              29.02%
--------------------------------------------------------------------------------
Aaron Alter                   202,256              -                  7.30%
                             --------           -------              ------
               Total          894,708           156,797              35.93%
================================================================================
</TABLE>
1.     Except as indicated in the footnotes to this table and pursuant to
applicable community property laws, Canterbury believes that the persons named
in the table have sole voting and investment power with respect to all shares of
common stock.  Total outstanding shares of common stock is 2,769,393.
2.     This percentage was calculated based upon the assumption that only the
individual shareholder would be converting his/her options to Company shares.
3.     The business address of all officers and directors listed above is in
care of Canterbury Consulting Group, Inc. 352 Stokes Road, Suite 200, Medford,
NJ  08055.  Aaron Alter's address is 7920 Avenida Diestro, Carlsbad, CA  92009.
4.     All stock options are out-of-the-money and are exercisable at greater
than $0.40 per share.  Stock Options are delineated in the table labeled Shares
Acquirable Within 60 Days By Option Exercise.
5.     Included in Stanton M. Pikus' common stock are 95 shares owned with Jean
Z. Pikus JTWROS.  These shares are not included in Jean Z. Pikus' common stock.
6.     10,286 shares of Canterbury common stock owned in the name of Matthew
Zane Pikus Trust are not included in Stanton M. Pikus' or Jean Z. Pikus' shares
currently owned total.

     The following table summarizes certain information regarding the Company's
equity compensation plans at November 30, 2004.

<TABLE>

<S>                    <C>                        <C>                   <C>
                                 ( a )               ( b )                 ( c )
                       Number of Securities        Weighted-average      Number of
                       to be issued upon exercise  exercise price of     securities remaining
                       of outstanding options,     outstanding options,  available for future
                       warrants and rights         warrants and rights   issuance under equity
                                                                         compensation plans
                                                                         (excluding securities
Plan Category                                                            reflected in column (a))
- - ------------------------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders (1)           166,800                   $7.83                   6,430

Equity compensation
plans not approved by
security holders(2)              6,430                   $6.30                    -
                             ---------                   -----                --------
    Total                      173,230                   $7.77                 345,106
                             =========                   =====                ========

</TABLE>

 (1) 1995 Employee Stock Option Plan was approved by the shareholders on July
21, 1995 with an amendment approved by shareholders on August 26, 1996.  See
Note 13 of Notes to Consolidated Financial Statements, Stock Option Plans for a
description of stock option plans.
(2) Options and Warrants issued to consultants outside of the shareholder
approved stock option plan were issued on May 23, 2002.


CHANGE IN CONTROL

     There are no arrangements known to the Company that could result in a
change in control of the Company.

     As a subsequent event, during December 2004, $355,000 in senior convertible
debt was converted into 1,000,000 shares of Canterbury restricted common stock
in contemplation of the potential pending merger with CCG Group, Inc.  See
Footnote 2 for a full discussion of this proposed merger transaction.

     After the conversion of the senior subordinated debt in December 2004, the
officers, directors and investors who comprised CCG Group, Inc. owned
approximately 52.7% of the total outstanding shares of the Company.  At the
close of business on March 15, 2005, the Agreement and Plan of Merger of CCG
Group, Inc. and Canterbury Consulting Group, Inc. dated November 18, 2004 was
terminated due to the fact that it was not consummated by March 15, 2005.
Canterbury Consulting Group, Inc. was delayed in obtaining shareholder approval
of the merger on or prior to March 15, 2005, as was called for in the Merger
Agreement.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
========================================================

     The Company has secured key-person life insurance policies for its
Corporate Officers.  The amount and beneficiary of the key-person life insurance
policies are as follows:

Corporate Officers      Amount of Policy       Beneficiary
-------------------     ----------------       -----------
Kevin J. McAndrew         $1,000,000            Company
Jean Z. Pikus             $500,000              Company

     During Fiscal 2001, certain officers and directors of the Company purchased
 33% stock ownership in a corporation that was previously a subsidiary of the
Company prior to the November 1996 sale by the Company of its 100% stock
ownership in this corporation to an outside group.  The Company holds note
receivables in the amount of $3,472,253 from this corporation of which
$3,382,000 pertains to notes originating on the November 1996 date of sale (see
Note 4).  The Company maintained the same level of security interest protection
and the same debt amortization schedule.  The Company earned $261,000 and
$322,000 of interest income from these notes in Fiscal 2004 and 2003,
respectively.  During the fourth quarter of Fiscal 2003, a 22% owner of this
corporation passed away.  After his death, that corporation purchased and
retired his shares from his estate.  As a result of this purchase and retirement
of his shares, certain officers and directors of the Company now own 44% of this
corporation.

     At November 30, 2004 and 2003, the total notes receivable plus accrued
interest for issuances of Company common stock to corporate officers, corporate
counsel and certain consultants totaled $2,150,000 and $3,595,000, respectively.
These non-recourse notes are collateralized by common stock of the Company and
are reported as a contra-equity account.  Interest rates range from 4% to 6.6%.

     On July 17, 2002 the Compensation Committee recommended, and the Board of
Directors approved a modification of the April 10, 2001 and the May 16, 2001
notes.  The notes became non-recourse as to principal and interest as of
September 1, 2002 with the issued shares continuing to collateralize the notes.
All accrued interest on the notes as of September 1, 2002 has been paid to the
Company.  Principal and interest must be paid by recipient before they are
entitled to sell their respective shares.  If principal and interest have not
been paid by the maturity date of the recipient notes, then recipients' sole
obligation shall be that any shares relating to this nonpayment will be
forfeited and returned to the Company.  If this event were to occur, both the
underlying shares and the notes receivable would be cancelled with no effect on
the net worth of the Company.  In consideration for this modification the term
of these notes was reduced and shortened from April and May, 2006 to December
31, 2004.  The Board also prohibited the issuance of any stock options, stock or
any other form of equity for all of Fiscal 2002 to the recipients.

     As a subsequent event, during the first quarter of Fiscal 2005, $1,489,500
of notes receivable for common stock - related parties were cancelled in return
for 196,429 shares of Company common stock in full satisfaction of the
liability.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
=================================================

Fees of Independent Public Accountants

Audit Fees

     The aggregate fees billed by Baratz & Associates, P.A. for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal years ended November 30, 2004, 2003 and 2002, and for the review of
the financial statements included in the Company's Quarterly Reports on Form 10-
Q, and services that are normally provided in connection with statutory and
regulatory filings and engagements, for those fiscal years were $79,500 for 2004
$83,500 for 2003 and $73,000 for 2002.

Audit Related Fees

     The aggregate fees billed by Baratz & Associates, P.A for professional
services for assurance and related services that are reasonably related to the
performance of the audit or review of the Company's financial statements and not
reported under the heading "Audit Fees" above for the fiscal years ended
November 30, 2004, November 30, 2003 and November 30, 2002 were $7,000, $500 and
$0, respectively. During 2004 and 2003, these services included proxy disclosure
review.

Tax Fees

     The aggregate fees billed by Baratz & Associates, P.A for professional
services for tax compliance, tax advice and tax planning for the fiscal years
ended November 30, 2004, November 30, 2003 and November 30, 2002 were $26,000,
$24,000 and $23,000, respectively.  During 2004, 2003 and 2002, these services
generally included federal and state tax return preparation services.

All Other Fees

     There were no additional aggregate fees billed by Baratz & Associates, P.A
for other services rendered to the Company for the fiscal years ended November
30, 2004, November 30, 2003 and 2002.

Pre-Approved Services

          All audit related services, tax services and other services were pre-
approved by the Audit Committee, which concluded that the provision of such
services by Baratz & Associates, P.A was compatible with the maintenance of that
firms' independence in the conduct of their auditing functions. The Audit
Committee's Charter provides for pre-approval of audit, audit-related and tax
services. The Charter authorizes the Audit Committee to delegate to one or more
of its members pre-approval authority with respect to permitted services.


                                      PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
----------------------------------------------------

     Consolidated Financial Statements filed here include: Balance Sheets at
November 30, 2004 and 2003 and Statements of Operations, Stockholders' Equity
and Cash Flows for the years ended November 30, 2004, 2003, and 2002.  All other
schedules for which provision is made in Regulation S-K of the Commission are
not required under the related instruction or are not applicable and therefore
have been omitted.

Consolidated Financial Statements                                      Page No.
                                                                       --------
Report of Independent Auditors                                          F- 1
Consolidated Balance Sheets - November 30, 2004 and 2003                F- 2
Consolidated Statements of Operations - Years ended November 30, 2004,
    2003, and 2002                                                      F- 4
Consolidated Statements of Stockholders' Equity/Years
    ended November 30, 2004, 2003, and 2002                             F- 6
Consolidated Statements of Cash Flows - Years ended November 30, 2004,
    2003, and 2002                                                      F- 8
Notes to Consolidated Financial Statements                             F- 9
Valuation and Qualifying Accounts                                      F- 25


<PAGE>



Certain of the exhibits to this Annual Report are hereby incorporated by
reference, as specified:

Exhibit No.                    Description
- ------------------------------------------------------------------------------
3(a)     Articles of Incorporation of Canterbury Press, Inc (incorporated by
         reference from the like-numbered exhibit to Form S-3 Registration
         Statement, SEC. File No. 33-77066 filed on March 30, 1994)
3(b)     By-Laws of the Registrant (incorporated by reference from the like-
         numbered exhibit to Form S-3 Registration Statement, SEC. File No. 33-
         77066 filed on March 30, 1994)
3(c)     Certificate of Amendment to Articles of Incorporation changing the
         name to Canterbury Education Services, Inc. (incorporated by reference
         from the like-numbered exhibit to Form S-3 Registration Statement,
         SEC. File No. 33-77066 filed on March 30, 1994)
3(d)     Certificate of Amendment to Articles of Incorporation changing the
         name to Canterbury Corporate Services, Inc. (incorporated by reference
         from the like-numbered exhibit to Form S-3 Registration Statement,
         SEC. File No. 33-77066 filed on March 30, 1994)
3(e)     Certificate of Amendment to Articles of Incorporation changing the
         name to Canterbury Information Technology, Inc. (incorporated by
         reference from the Annual Report and Definitive Proxy Materials filed
         with the SEC on May 2, 1997)
3(f)     Certificate of Amendment to Articles of Incorporation changing the
         name to Canterbury Consulting Group, Inc incorporated by reference
         from the Annual Report and Definitive Proxy Materials filed with the
         SEC on March 6, 2001
10.1     Kevin J. McAndrew's Employment Agreement (incorporated by reference
         from Exhibit 99.13 to Form 8-K filed with the  SEC on June 11, 2001)
10.2     Stanton M. Pikus' Employment Agreement (incorporated by reference from
         Exhibit 99.13 to Form 8-K filed with the SEC on June 11, 2001)
10.3     The Amended Audit Committee Charter (incorporated by reference from
         Appendix A to the Annual Report and Definitive Proxy Materials filed
         with the SEC on October 24, 2003)
10.4     Code of Ethics for Senior Financial Officers (incorporated by
         reference from the Annual Report for Fiscal 2004 filed with
         the SEC on March 1, 2004)
21       Subsidiaries of Registrant (filed herewith)
31.2     Rule 13a-14(a) Certification pursuant to Section 302 of the Sarbanes-
         Oxley Act of 2002 (filed herewith).
32       Certifications pursuant to 18 U.S.C. Section 1330, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002  (filed herewith)


<PAGE>
                                         SIGNATURES

     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Canterbury Consulting Group, Inc. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                                   CANTERBURY CONSULTING GROUP, INC.

Dated:  6/3/05     By /s/ Kevin J. McAndrew
        -------        ---------------------
                      Kevin J. McAndrew, President; Chief Executive Officer;
                      Treasurer

Dated:  6/3/05     By /s/ Kevin J. McAndrew
        -------        ---------------------
                      Kevin J. McAndrew, Chief Financial Officer

     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, this report has been signed on behalf of Canterbury
Consulting Group, Inc. and in the capacities and on the dates indicated.

Dated:  6/3/05       By /s/ Stanton M. Pikus
        -------        --------------------
                      Stanton M. Pikus, Director; Chairman of the Board of
                      Directors

Dated:  6/3/05     By /s/ Kevin J. McAndrew
        -------        ---------------------
                    Kevin J. McAndrew, President, Chief Executive Officer;
                    Executive Vice President; Chief Financial Officer;
                    Director

Dated:  6/3/05     By /s/ Jean Zwerlein Pikus
        -------        -----------------------
                    Jean Zwerlein Pikus, Vice President - Operations;
                    Secretary; Director

Dated:  6/3/05     By /s/ Alan Manin
        -------        --------------
                    Alan Manin, Director

Dated:  6/3/05     By /s/ Stephen M. Vineberg
        -------        ---------------------
                    Stephen M. Vineberg, Director

Dated:  6/3/05     By /s/ Paul L. Shapiro
        -------        -------------------
                    Paul L. Shapiro, Director

Dated:  6/3/05     By /s/ Frank A. Cappiello
        -------        ---------------------
                    Frank A. Cappiello, Director


<PAGE>


           Report of Independent Auditors - 2004, 2003 and 2002
           ------------------------------------------------------





To the Board of Directors and Stockholders
Canterbury Consulting Group, Inc.
Medford, New Jersey


We have audited the accompanying consolidated balance sheets of Canterbury
Consulting Group, Inc. as of November 30, 2004 and 2003, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended November 30, 2004.  Our audits also
included the financial statement schedule referenced as page F-25 in the Index
at Item 15.  These financial statements and schedule are the responsibility of
the Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Canterbury
Consulting Group, Inc. as of November 30, 2004 and 2003, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended November 30, 2004, in conformity with accounting principles
generally accepted in the United States of America.  Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, effective
December 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets."


Baratz & Associates, P.A.
Marlton, New Jersey
April 29, 2005
                                       F-1
<PAGE>



                          CONSOLIDATED BALANCE SHEETS
                           November 30, 2004 and 2003


ASSETS
                                       2004              2003
                                       ----              ----
Current Assets:

   Cash and cash equivalents         $319,757         $1,385,824
   Marketable securities              100,000            300,000
   Accounts receivable, net of
    allowance for doubtful
    accounts of $168,000 and
    $271,000                        1,809,230          2,477,060
   Notes receivable - current
    portion                           310,602            287,845
   Prepaid expenses and other
    assets                             92,079             93,311
   Inventory, principally
    finished goods, at cost           144,702             92,599
                                   ----------         ----------
       Total Current Assets         2,776,370          4,636,639

   Property and equipment at
    cost, net of accumulated
    depreciation of $1,234,000
    and $1,093,000                    310,431            604,449
   Goodwill                         1,788,381          2,433,381
   Deferred tax assets                   -               759,000
   Notes receivable                 3,161,651          3,472,253
   Other assets                        52,780             32,821
                                   ----------        -----------
      Total Assets                $ 8,089,613        $11,938,543
                                   ==========        ===========

                                    Continued
                                See Accompanying Notes
                                       F-2
<PAGE>



                             CONSOLIDATED BALANCE SHEETS
                             November 30, 2004 and 2003
                                       Continued

LIABILITIES AND STOCKHOLDERS' EQUITY


                                    2004                     2003
                                -------------           ------------

Current Liabilities:
   Accounts payable - trade        579,638             $   963,588
   Accrued expenses                404,126                 532,597
   Unearned revenue                332,434                 470,107
   Current portion,
    long-term debt                 233,989                 889,490
                                ----------              ----------
          Total Current
              Liabilities        1,550,187               2,855,782

Long-term debt                      52,418                  62,934
Subordinated convertible
 debt                              355,000                 355,000
                                ----------              ----------
          Total Liabilities      1,957,605               3,273,716
                                ----------              ----------

Commitments and Contingencies

Stockholders' Equity:
   Common stock, $.001 par
    value, 50,000,000 shares
    authorized; 1,965,822 and
    2,097,251 issued and
    outstanding                      1,966                   2,097

   Additional paid-in
    capital                     22,751,620              24,248,039
   Accumulated deficit         (14,471,384)            (11,989,817)
   Notes receivable for
    common stock - related
    parties                     (2,150,194)             (3,595,492)
                                ----------              ----------

       Total Stockholders'
       Equity                    6,132,008               8,664,827
                                ----------              ----------

       Total Liabilities and
       Stockholders' Equity    $ 8,089,613             $11,938,543
                               ===========             ===========


                                 See Accompanying Notes
                                       F-3
<PAGE>

                       CONSOLIDATED STATEMENTS OF OPERATIONS
                   Years ended November 30, 2004, 2003 and 2002

                                     2004            2003                 2002
                                     ----            ----                 ----

Service revenue                   $6,701,125     $10,312,933         15,379,821
Product revenue                   13,291,356      11,708,158         14,100,228
                                  ----------     -----------         ----------
   Total net revenue              19,992,481      22,021,091         29,480,049

Service costs and expenses         4,528,372       7,917,643         10,656,433
Product costs and expenses        12,268,396      10,501,099         12,441,006
                                  ----------     -----------         ----------
   Total costs and expenses       16,796,768      18,418,742         23,097,439

Gross profit                       3,195,713       3,602,349          6,382,610
                                  ----------     -----------         ----------

Selling                            1,390,875       1,718,811         2,392,216
General and administrative         3,132,900       4,455,008         5,570,171
Goodwill impairment                  645,000       1,175,000           583,723
                                  ----------     -----------        ----------

   Total operating expenses        5,168,775       7,348,819         8,546,110

Other income/(expenses)
  Interest income                    284,180         463,856           644,796
  Interest expense                  (107,589)       (122,751)         (194,936)
  Other                              112,832         (16,498)           89,336
                                  ----------     -----------        ----------
  Total other income/(expenses)      289,423         324,607           539,196

Loss from continuing operations
 before income taxes              (1,683,639)     (3,421,863)       (1,624,304)

Provision for income taxes           750,030         456,324           225,738
                                  ----------     -----------        ----------

Loss from continuing operations   (2,433,669)     (3,878,187)       (1,850,042)
Loss from discontinued operations
 (net of income taxes of $0,
$26,089 and $20,462)                 (47,898)       (176,807)         (167,809)
                                  ----------     -----------          ----------

Net loss                          (2,481,567)     (4,054,994)       (2,017,851)
                                  ==========     ===========          ==========

                                        See Accompanying Notes
                                             F-4
<PAGE>

                                CONSOLIDATED STATEMENTS OF OPERATIONS
                             Years ended November 30, 2004, 2003 and 2002
                                              Continued


                                     2004            2003                 2002
                                     ----            ----                 ----

Net loss per share
 and common share equivalents

  Basic and diluted:

   Loss from continuing
   operations before cumulative
   effect of change in
   accounting principle              $(1.20)         $(2.07)             (1.06)

   Loss from
    discontinued operations            (.02)           (.09)              (.10)
                                  ----------     -----------          --------
   Net loss                          $(1.22)         $(2.16)            $(1.16)
                                  ==========     ===========          ========

Weighted average number
 of common shares - basic
 and diluted                      2,041,500       1,876,300          1,742,500
                                  =========     ===========          ==========


                     See Accompanying Notes
                                       F-5
<PAGE>

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                Years Ended November 30, 2004, 2003 and 2002

<TABLE>
<S>                        <C>          <C>         <C>           <C>             <C>          <C>



                                                                                    Notes        Total
                            Common        Common      Additional                   Receivable    Stock-
                            Stock         Stock       Paid-in        (Accumulated  for Common    holders'
                            Shares        Amount      Capital         Deficit)      Stock        Equity
- --------------------------------------------------------------------------------------------------------------------------
Balance, November 30,
     2001                 1,781,222       $1,781     $24,243,423      $(5,916,972) $(4,002,271)   $14,325,961

Net loss for the year ended
  November 30, 2002                                                    (2,017,851)                 (2,017,851)
401(k) Company match         16,755           17          82,082                                       82,099
Receipt of shares in
  cancellation of notes
  receivable                (36,430)         (37)       (364,913)                      364,950           -
Purchase and retirement of
     treasury shares        (35,285)         (35)       (250,288)                                    (250,323)
Additional issuance of
  common stock for capital    6,697            7          14,993                                       15,000
Issuance of stock options to
   consultants                                            57,201                                       57,201
Notes receivable for
   capital stock                                                                        (3,487)        (3,487)
                          ---------     ------     -------------     ------------  -------------  -----------
Balance, November 30,
   2002                   1,732,959      1,733       $23,782,498     $(7,934,823)  $(3,640,808)   $12,208,600
                          =========     ======      ============     ============  =============  ===========

Net loss for the year ended
     November 30,2003                                                 (4,054,994)                  (4,054,994)
401(k) Company match        115,950       116           210,914                                       211,030
Issuance of common stock to
   officers in lieu of
   salary                   103,342       103            77,536                                        77,639
Issuance of common stock to
   consultants for services 145,000       145           154,870                                       155,015
Issuance of stock options to
   consultants                                           22,221                                        22,221
Receipt of accrued interest on
   notes receivable                                                                     45,316         45,316
                          ---------     ------     -------------     ------------  -----------  -----------
Balance, November 30,
    2003                  2,097,251    $2,097        $24,248,039     $(11,989,817) $(3,595,492)   $8,664,827
                          =========    ======       ============     ============  ===========    ==========

Net loss for the year ended
     November 30,2004                                                 (2,481,567)                  (2,481,567)
Receipt of common stock for
   sale of subsidiary       (25,000)      (25)          (51,227)                                      (51,252)
Receipt of shares in
   cancellation of notes
   receivable              (106,429)     (106)       (1,445,192)                     1,445,298          -
                          ---------     ------     -------------     ------------  -----------  -----------
Balance, November 30,
    2004                  1,965,822    $1,966        $22,751,620     $(14,471,384) $(2,150,194)   $6,132,008
                          =========    ======       ============     ============  ===========    ==========
</TABLE>
                                   See Accompanying Notes
                                       F-6
<PAGE>

              CONSOLIDATED STATEMENTS OF CASH FLOWS
              Years ended November 30, 2004, 2003 and 2002

                                            2004          2003          2002
                                           -----         -----         ------

Operating activities:
   Net loss                           $(2,481,567)    $(4,054,994)  $(2,017,851)
   Adjustments to reconcile net
     loss to net cash provided by
     operating activities:
     Depreciation and amortization        265,073         370,088       485,924
     Provision for losses on
       accounts receivable                (34,000)       (111,765)      130,887
     Goodwill impairment                  645,000       1,175,000       583,723
     Deferred income taxes                759,000         465,185       323,000
     Loss on sale of land and
       disposal of assets                   9,194          38,513          -
     401(k) contributions issued
      in stock                              -            211,030        82,099
     Issuance of common stock to
       consultants for services              -            155,015          -
     Issuance of common stock to
       officers in lieu of salary            -             77,639          -
     Changes in operating assets, net
      of acquisitions
       Accounts receivable                701,829         485,639     2,640,644
       Inventory                          (52,103)         80,519       653,733
       Prepaid expenses and other
         assets                             1,232         228,515       (75,725)
       Other assets - non current         (19,959)        174,089           637
       Income taxes                          -               -          (18,540)
       Accounts payable                  (383,950)        345,464    (1,158,202)
       Accrued expenses                  (131,754)       (288,701)     (193,004)
       Unearned revenue                  (137,673)       (422,142)   (1,050,991)
                                     ------------      ----------   -----------
   Net cash (used in)/provided by
    operating activities                 (859,678)     (1,070,906)      386,334
                                     ------------      ----------   -----------

Investing activities:
     Purchase of marketable
      securities                             -           (300,000)         -
     Proceeds from redemption of
      marketable securities               200,000            -             -
     Capital expenditures, net            (28,216)        (28,755)      (55,284)
     Proceeds from payments on
      notes receivable                    287,845       3,206,545       459,129
     Other                                   -               -          (29,500)
                                     ------------      ----------   -----------
   Net cash provided by investing
    activities                            459,629       2,877,790       374,345
                                     ------------      ----------   -----------

Financing activities:
     Purchase of treasury shares             -               -         (250,323)
     Proceeds from issuance of
      common stock                           -               -           15,000
     Proceeds from revolving
      line of credit                      200,000            -          300,000
     Proceeds from long term debt          38,824            -             -
     Proceeds from payments on
      notes receivable for common
      stock - related parties                -            45,316         48,724
     Principal payments on long
      term debt                          (904,842)    (1,216,853)    (1,143,453)
     Proceeds from subordinated
      convertible debt                      -            355,000           -
                                     ------------      ----------   -----------
   Net cash used in financing
    activities                           (666,018)      (816,537)    (1,030,052)
                                     ------------      ----------   -----------

Net (decrease)/increase in cash        (1,066,067)       990,347       (269,373)
Cash, beginning of year                 1,385,824        395,477        664,850
                                     ------------      ----------   -----------
Cash, end of year                     $   319,757     $1,385,824      $ 395,477
                                     ============      ==========   ===========



                         Continued -See Accompanying Notes
                                       F-7
<PAGE>
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
           Years Ended November 30, 2004 and 2003 (Continued)

Supplemental schedule of noncash investing and financing activities:

     As a subsequent event, during the first quarter of Fiscal 2005, $1,489,500
of notes receivable for common stock - related parties were cancelled in return
for 196,429 shares of Company common stock in full satisfaction of the
liability.

     As a subsequent event, in December 2004 the Company issued 1,000,000 shares
of restricted common stock for the conversion of the 7 3/4% $355,000 Senior
Convertible Promissory Notes.

     In July 2004, 106,429 shares of Company stock was returned in full
cancellation of non-recourse notes totaling $1,445,000.  These shares were
retired upon receipt by the Company.

     In June 2004, the Company entered into a $38,824 capital lease obligation
in exchange for new equipment.

     In May 2004 the Company received and retired 25,000 shares of
its common stock in exchange for 100% of the common stock of ATM/Canterbury.

     In September 2003, the Company signed a $39,532 note payable in exchange
for new equipment.

     In September 2003 the Company issued 145,000 shares of restricted common
stock to consultants for services performed in conjunction with the early payoff
of a long-term note receivable at fair market value.

     In August 2003 the Company issued 103,338 shares of restricted common stock
to corporate officers in lieu of cash for services performed under their
respective Employment Agreements at fair market value.

     In June 2003, the Company entered into a $37,242 capital lease obligation
in exchange for new equipment.

     In February 2003 the Company issued 115,950 shares of restricted common
stock to its defined contribution plan to fulfill its matching contribution
requirement at fair market value.

     In September 2002 the Company offset $106,505 of uncollected, guaranteed
accounts receivable against the first $400,000 note payment to the seller of
Usertech/Canterbury.

     In July 2002 the Company issued 16,755 shares of restricted common stock to
its defined contribution plan to fulfill its matching contribution requirement
at fair market value.

     Also in July 2002 10,715 shares of restricted stock tied to the stock
issued in February and April 2001 were cancelled and then added to the
authorized but unissued stock total.

     In December, 2001 25,715 shares of restricted stock tied to the stock
issued in February and April 2001 were cancelled and then added to the
authorized but unissued stock total.

     The income taxes paid for Fiscal 2004, 2003 and 2002 were as follows:
$22,000, $17,000 and $76,600, respectively.

     Interest paid during Fiscal 2004, 2003 and 2002 were as follows: $107,589,
$125,422 and 198,725, respectively.

                                     F-8
<PAGE>

1.  Operations and Summary of Significant Accounting Policies
--------------------------------------------------------------


Description of Business
-----------------------
     Canterbury Consulting Group, Inc., formerly Canterbury Information
Technology, Inc., (hereinafter referred to as "the Registrant" or "the Company")
is engaged in the business of providing information technology products,
services and training to both commercial and government clients. Canterbury is
comprised of four operating subsidiaries with offices located in New Jersey, New
York and Maryland. The focus of the Canterbury companies is to become an
integral part of our clients' IT solution, designing and applying the best
products, services and training to help them achieve a competitive advantage by
helping their employees to succeed. Our subsidiaries offer the following
technology and training solutions:

    *  distance learning solutions
    *  management training programs
    *  customized learning solutions for ERP and CRM
    *  web development
    *  systems engineering and training consulting
    *  technical and desktop applications
    *  hardware sales and support

Principles of Consolidation
---------------------------
     The consolidated financial statements include the accounts of the Company
and all of its subsidiaries.  All material intercompany transactions have been
eliminated.

Use of Estimates
----------------
     Our consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States (US GAAP). The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts in the financial statements and
accompanying notes. These estimates form the basis for judgments we make about
the carrying values of assets and liabilities that are not readily apparent from
other sources. We base our estimates and judgments on historical experience and
on various other assumptions that we believe are reasonable under the
circumstances. However, future events are subject to change and the best
estimates and judgments routinely require adjustment. US GAAP requires us to
make estimates and judgments in several areas, including those related to
impairment of goodwill and equity investments, revenue recognition,
recoverability of inventory and receivables, the useful lives of long lived
assets such as property and equipment, the future realization of deferred income
tax benefits and the recording of various accruals. The ultimate outcome and
actual results could differ from the estimates and assumptions used.

Revenue Recognition
-------------------

Product Revenue
     Product revenue is recognized when there is persuasive evidence of an
arrangement, the product has been delivered, the sales price is fixed or
determinable, and collectibility is reasonably assured. The product is
considered delivered to the customer once it has been shipped, and title and
risk of loss have transferred. The Company defers revenue if there is
uncertainty about customer acceptance.  Product revenue represents sales of
computer hardware and software.  Generally, the Company is involved in
determining the nature, type, and specifications of the products ordered by the
customer.

Service Revenue
     Service revenue is recognized when there is persuasive evidence of an
arrangement, the sales price is fixed or determinable, and collectibility is
reasonably assured.  Service revenues represent training and consulting services
provided to customers under separate consulting and service contracts.  Revenues
from these contracts are recognized as services are rendered.

Statement of Cash Flows
-----------------------
     For purposes of the Statement of Cash Flows, cash refers solely to demand
deposits with banks and cash on hand.

                                        F-9
<PAGE>

Marketable Securities
----------------------
     At November 30, 2004 and November 30, 2003, the Company held marketable
securities totaling $100,000 and $300,000, respectively, in a long-term tax-
exempt bond fund.  At November 30, 2004, the Company's marketable securities
were classified as available-for-sale and were carried at fair market value.
There were no unrealized gains or losses on marketable securities for the year
ended November 30, 2004 and 2003.

Accounts Receivable
-------------------
     The carrying value of accounts receivable is based upon customer invoiced
amounts due to us, adjusted for allowances for doubtful accounts.  We evaluate
the collectibility of our accounts receivable based on a combination of factors.
In cases where we are aware of circumstances that may impair a specific
customer's ability to meet its financial obligations to us, we record a specific
allowance against amounts due to us, and thereby reduce the net recognized
receivable to the amount we reasonably believe will be collected. For all other
customers, we estimate allowances for doubtful accounts based on the length of
time the receivables are past due, industry and geographic concentrations, the
current business environment and our historical experience.

Notes Receivable
----------------
     The carrying value of notes receivable is based upon their principal
amounts as of November 30, 2004 and 2003.  No allowance for uncollectible
amounts has been recorded due to the timely receipt of all scheduled
installments of principle and interest to date, and the expected future receipt
of remaining installment amounts due us.  Interest income from notes receivable
is recognized as earned over time based on the stated terms of the notes.

Inventories
-----------
     Inventories are stated at the lower of cost or market utilizing a first-in,
first-out method of determining cost.

Depreciation and Amortization
-----------------------------
     The Company depreciates and amortizes its property and equipment for
financial statement purposes using the straight-line method over the estimated
useful lives of the property and equipment (useful lives of leases or lives of
leasehold improvements and leased property under capital leases, whichever is
shorter).  For income tax purposes, the Company uses accelerated methods of
depreciation.

     The following estimated useful lives are used:

     Building and improvements           7 years
     Equipment                      3 to 5 years
     Furniture and fixture          5 to 7 years

Goodwill
--------
     As of December 1, 2001, the Company adopted SFAS 142, "Goodwill and Other
Intangible Assets," which addresses the financial accounting and reporting
standards for goodwill subsequent to its acquisition.  This standard requires
that goodwill no longer be amortized, and instead, be tested for impairment on a
periodic basis (see Note 6).

Long-lived Assets (Other than Goodwill)
--------------------------------------
     The company reviews its long-lived assets (other than goodwill) for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. We assess the recoverability
of  long-lived assets (other than goodwill) by comparing the estimated
undiscounted cash flows associated with the related asset or group of assets
against their respective carrying amounts. The amount of an impairment, if any,
is calculated based on the excess of the carrying amount over the fair value of
those assets.

Income Taxes
-------------
     Income tax expense is based on pretax financial accounting income. Deferred
tax assets and liabilities are determined based on the difference between the US
GAAP financial statements and tax basis of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse.  Deferred tax assets are reduced by valuation allowances to amounts
that are more likely than not to be realized.

                                        F-10
<PAGE>

Net (Loss) Income Per Share
---------------------------

     Basic net (loss) income per share is computed using the weighted average
number of shares outstanding during the period. Diluted net (loss) income per

share is computed using the weighted average number of shares and dilutive
equivalent shares outstanding during the period. Dilutive equivalent shares
consist of stock options and convertible debt.  US GAAP requires all anti-
dilutive securities, including stock options, to be excluded from the diluted
per share computation. For Fiscal 2004, 2003 and 2002, due to our net losses,
all of our outstanding options and convertible shares (see Notes 10 and 13) were
excluded from the diluted loss per share calculation because their inclusion
would have been anti-dilutive.  The Company has convertible debt and stock
options outstanding as of November 30, 2004 that would have had a dilutive
effect on earnings per share had the Company generated a net income during the
year ended November 30, 2004.  Shares issuable from these securities that could
potentially dilute earnings per share in the future that were not included in
the computation for the year ended November 30, 2004 because their effect was
anti-dilutive due to the net loss reported by the Company were as follows:

  Shares issuable from subordinated convertible debt                1,000,000
                                                  (converted in December 2004)

  Shares issuable from stock options                                   50,000

     In addition, there were another 123,230 stock options outstanding at
November 30, 2004 with exercise prices above the average market price of Company
stock during the year ended November 30, 2004.

Reverse Stock Split
-------------------
     On January 24, 2003, the Company's Board of Directors approved a one for
seven reverse stock split of the Company's common shares.  All share and per
share information contained in these financial statements gives effect to the 1
for 7 reverse stock split.

Concentration of Risk
---------------------
     The Company maintains cash balances at a creditworthy bank located in the
United States.  Accounts at the institution are insured by the Federal Deposit
Insurance Corporation up to $100,000.  The Company does not believe that it has
significant credit risk related to its cash balance.


     The Company holds marketable securities in the form of mutual fund shares
with a highly reputable mutual fund company located in the United States.

     As previously discussed, the Company is in the business of providing
management and information technology services and training.   These services
are provided to a large number of customers in various industries in the United
States.  The Company's trade accounts receivable are exposed to credit risk, but
the risk is limited due to the diversity of the customer base and the customers
wide geographic dispersion.  The Company performs ongoing credit evaluations of
its customers' financial condition. The Company maintains reserves for potential
bad debt losses and such bad debt losses have been within the Company's
expectations.

     All four of the Canterbury operating subsidiaries are headquartered in the
Mid Atlantic and Northeast region of the country.  As such, the majority of
revenues were generated in these two geographic regions.

     For the year ended November 30, 2004, a significant number of local and
state agencies in Maryland purchased equipment under a contract with the City of
Baltimore from USC/Canterbury (Value Added Hardware Reseller Segment).  Total
purchases from the City under this contract represented 38% of this segment's
revenue and 24% of consolidated revenue.  Purchases from other local governments
allowed to use the contract accounted for 56% of the revenues in the reseller
segment and 37% of consolidated revenues for the year.  In this segment one
vendor represented 48% of the product cost and 35% of consolidated costs.  A
second major vendor represented 21% and 16% of segment and consolidated costs
and expenses, respectively.  During April, 2004 the City of Baltimore contract
was again awarded to USC/Canterbury for three years with five, one-year
extension options (at the City's option).  In the training and consulting
segment, one customer accounted for 21% of the revenue in the segment and 7% of
consolidated revenues for Fiscal 2004.

     For the year ended November 30, 2003, a significant number of local and
state agencies in Maryland purchased equipment under a contract with the City of
Baltimore from USC/Canterbury (Value Added Hardware Reseller Segment).  Total
purchases from the City under this contract represented 38% of this segment's
revenue and 20% of consolidated revenue.  Purchases from other local governments
allowed to use the contract accounted for 43% of the revenues in the reseller
segment and 23% of consolidated revenues for the year.  In this segment one
vendor represents 54% of the product cost and 31% of consolidated costs.  A
second major vendor represented 25% and 15% of segment and consolidated costs
and expenses respectively.

     For the year ended November 30, 2002, a significant number of local and
state agencies in Maryland purchased equipment under a contract with the City of
Baltimore from USC/Canterbury (Value Added Hardware Reseller Segment).  Total
purchases from the City under this contract represented 45% of this segment's
revenue and 21% of consolidated revenue.  Purchases from other local governments
allowed to use the contract accounted for 38% of revenues in the reseller
segment and 18% of consolidated revenues for the year.  In this segment one

vendor represented 49% of the product cost and 26% of consolidated costs.  A
second major vendor represented 24% and 13% of segment and consolidated costs
and expenses, respectively.

Fair Value of Financial Instruments
------------------------------------

     The fair value of financial instruments is determined by reference to
various market data and other valuation techniques as appropriate.  Management
believes that there are no material differences between the recorded book values
of its financial instruments and their estimated fair value.

Reclassifications
------------------

     Certain reclassifications have been made to prior years balances in order
to conform to current presentations.

Stock Based Compensation
------------------------

     The Company accounts for stock options under Accounting Principles Board
(APB) Opinion No. 25- Accounting for Stock Issued to Employees.  In general, as
the exercise price of all options granted under these plans is equal to the
market price of the underlying common stock on the grant date, no stock-based
employee compensation cost is recognized in net income (loss).  The Company
discloses the pro forma net income and earnings per share effect as if the
Company had used the fair value method prescribed under SFAS No.123-Accounting
for Stock Based Compensation (see Note 13).

     Restricted stock awards are charged to compensation expense based upon the
quoted market price of Company stock at date of grant under the intrinsic value
method of APB Opinion 25.

     In December 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123(R), "Share-Based Payment", ("SFAS No. 123(R)") which is a revision
of SFAS No. 123 and supersedes APB Opinion No. 25 regarding stock-based employee
compensation plans.  SFAS No. 123(R) requires all share-based payments to
employees, including grants of employee stock options, to be valued at fair
value on the date of grant, and to be expensed over the applicable vesting
period. The Company will adopt the provisions of SFAS No. 123(R) as of December
1, 2005.  Compensation expense will be measured based on the fair value of the
awards previously calculated in developing the pro forma disclosures in
accordance with the provisions of SFAS No. 123. The Company is currently
assessing the impact of adopting SFAS No. 123(R) on consolidated results of
operations. However, the Company does not expect such impact to be material upon
adoption in Fiscal 2006.

2.  Going Private Transaction
=============================

     During October, 2004 a group of investors (including officers and some
outside board members) formed a private company (CCG Group, Inc.) with the
intent of merging with the Company, purchasing all common stock from
unaffiliated shareholders and then operating the business as a private company.
CCG Group offered to buy the unaffiliated shares at $.40 per share, which
represented a premium over the then current average closing price of
Canterbury's common stock.

     Since five of Canterbury's existing board members were going to be part of
the CCG group, the board of directors determined that it would be appropriate to
appoint a special committee to protect the interests of Canterbury's
unaffiliated shareholders.  The special committee was composed of two board
members who were not employees of the company, who were not participants in the
buyout proposal and who had no financial interest in the proposed merger
different from Canterbury's unaffiliated shareholders generally.  The special
committee was authorized to exercise all of the powers of the board of directors
with respect to the CCG merger offer and to investigate the terms of any
proposed transaction, including the power to select and retain its own legal
counsel and an independent financial advisor.

     On October 29, 2004, the special committee recommended that Canterbury
accept the proposal from CCG under the terms presented to it.  Canterbury's
board of directors ratified that action and authorized the preparation of
necessary documentation for the transactions.  On November 1, 2004, Canterbury
publicly announced the proposed transaction.

     In a meeting on November 16, 2004, the special committee and the Board of
Directors of Canterbury unanimously (i) adopted and approved the Merger
Agreement and the transactions contemplated thereby, including the merger, and
(ii) recommended that the shareholders vote to approve the Merger Agreement.

    Thus, Canterbury entered into a Merger Agreement, dated November 18, 2004,
with CCG Group, Inc.  Under the Agreement and Plan of Merger, Canterbury and CCG
would merge if the holders of at least a majority of Canterbury's outstanding
shares of common stock approved the Merger Agreement.  The outstanding shares of
Canterbury's common stock not owned by affiliates of CCG Group would have been
converted into the right to receive an amount equal to $0.40 per share for
Canterbury shares owned on the date the merger occurred, in cash, without
interest.  Persons associated with CCG Group, who held approximately 1,562,766
shares of Canterbury as of December 17, 2004, would not be entitled to convert
their shares to cash or receive any consideration.  After the merger,
Canterbury would have been the surviving corporation under Pennsylvania law
and would be privately held.

     At the close of business on March 15, 2005, the Agreement and Plan of
Merger of CCG Group, Inc. and Canterbury Consulting Group, Inc. dated November
18, 2004 was terminated due to the fact that it was not consummated by March 15,
2005.  Canterbury Consulting Group, Inc. was delayed in obtaining shareholder
approval of the merger on or prior to March 15, 2005, as was called for in the
Merger Agreement.

     The Agreement and Plan of Merger provided that, if it terminated due to
Canterbury Consulting Group's inability to obtain shareholder approval,
Canterbury Consulting Group would be responsible for the fees and expenses
incurred by CCG Group, Inc. in connection with the transactions contemplated by
the Agreement and Plan of Merger.  Canterbury has paid CCG Group's claim for
reimbursement of its fees and expenses as specified in the Agreement and Plan of
Merger, which amounted to approximately $17,000.


3.  Segment Reporting
======================

     The Company is organized into two operating segments and the corporate
office.  The operating segments are:  training and consulting and value added
hardware reseller.  A third segment, software development, was discontinued
during 2004 and a fourth segment, technical staffing, was discontinued during
2003.  All historical information for the software development and technical
staffing segments have been omitted from the segment presentation below.  Prior
to the adoption of SFAS 142 for Fiscal 2002, the Company accounted for goodwill
and any related amortization expense or impairment charges at the corporate
level.  For Fiscal 2004 and Fiscal 2003, goodwill has been assigned to reporting
units for purposes of impairment testing and segment reporting as required by
SFAS 142.  Summarized financial information for each segment is as follows:

<TABLE>

<S>                  <C>            <C>              <C>           <C>
                       Training        Value Added
                         and             Hardware
2004                  Consulting         Reseller        Corporate     Total
- ----                 ----------       -----------      ------------ ---------

Revenues              $6,701,125       $13,291,356      $     -       $19,992,481
(Loss)/income
    before taxes        (828,077)          352,638      (1,208,200)    (1,683,639)
Assets                 2,975,215         1,088,031       4,026,367      8,089,613
Interest income               35              -            284,145        284,180
Interest expense          57,876             1,784          47,929        107,589
Depreciation and
    amortization         216,823             4,373          43,877        265,073
</TABLE>


<TABLE>
<S>                  <C>            <C>              <C>           <C>
                       Training        Value Added
                         and             Hardware
2003                  Consulting         Reseller        Corporate     Total
- ----                 ----------       -----------      ------------ ---------
Revenues              $10,312,933      $11,708,158      $    -        $22,021,091
(Loss)/income
    before taxes       (2,861,152)         657,785      (1,218,496)    (3,421,863)
Assets                  4,091,650        1,548,136       6,257,018     11,896,804
Interest income               219             -            463,637        463,856
Interest expense           64,051            1,078          57,622        122,751
Depreciation and
    amortization          316,636           19,006          24,595        360,237


</TABLE>


<TABLE>
<S>                  <C>            <C>              <C>           <C>
                       Training        Value Added
                         and             Hardware
2002                  Consulting         Reseller        Corporate     Total
- ----                 ----------       -----------      ------------ ---------
Revenues              $15,379,821      $14,100,228      $    -        $29,480,049
(Loss)/income
    before taxes       (1,243,897)         810,025      (1,190,430)    (1,624,304)
Assets                  6,020,944        1,236,699       9,310,363     16,568,006
Interest income               469             -            644,327        644,796
Interest expense           97,611            2,849          94,476        194,936
Depreciation and
    amortization          415,561           19,993          17,963        453,517
</TABLE>

4.  Notes Receivable
====================

     During September, 2003, the Company received $2,295,327 representing the
remaining principal balance plus accrued interest for a note which was received
in November 1995 as part of the consideration for the sale of a former
subsidiary.  The Company was scheduled to receive monthly payments of $33,975
inclusive of interest at 7.79% per year through November 2005 and a balloon
payment of $1,707,000 in December 2005.  In conjunction with this prepayment,
the Company issued 145,000 shares of restricted common stock to consultants for
services rendered in this transaction valued at fair market.

     In addition, the Company held notes receivable assets from a related party
in the aggregate amount of $3,472,253 at November 30, 2004.  These notes had
interest terms that average 7.3% per year and were scheduled to mature at
various dates through November 2006, with a balloon payment of $1,948,000 in
December, 2006.  The aggregate amount includes an $860,000 demand note. During
April, 2003, in order to fortify the liquidity of the balance sheet, the Company
negotiated a $500,000 paydown of the demand note (from $1,360,000 to $860,000).
On April 3, 2003 the independent directors, who are a majority of the Board of
Directors of Canterbury, voted to reduce the annual interest rate on the note
from 10% to 5% per annum in exchange for the principal payment of $500,000 which
was received by the Company during April, 2003.  The demand note is included in
the non-current portion of notes receivable at November 30, 2004 and November
30, 2003.

     The company has received all scheduled monthly installments for notes
receivable outstanding as of November 30, 2004 and 2003.

     As a subsequent event, during April, 2005 the Company renegotiated a
refinancing of the note receivable from a related party.  The demand note and
the acquisition notes were combined and totaled $3,270,000 as of April 15, 2004.
The Company received an $800,000 paydown on the combined note and agreed to term
out the balance of $2,470,000 over the next eight years at 8%.


5.  Property and Equipment
==========================

     Property and equipment, which is recorded at cost, consists of the
following:


                                              2004            2003
                                           --------       -----------
Machinery and equipment                   $1,243,587      $1,434,874
Furniture and fixtures                       224,895         225,230
Leased property under capital
leases and leasehold improvements             76,066          37,242
                                         -----------     -----------
                                           1,544,548       1,697,346
Less: Accumulated depreciation            (1,234,117)     (1,092,897)
                                         -----------     ----------
     Net property and equipment          $   310,431    $    604,449
                                         ===========    ===========

     Accumulated depreciation of leased property under capital leases totaled
$19,000 and $6,000 at November 30, 2004 and 2003, respectively.  Depreciation
expense for 2004 and 2003 was $265,000 and $371,000, respectively.

     During Fiscal 2003, the Company retired approximately $600,000 worth of
fully depreciated fixed assets.


6.  Goodwill
==============

     As of December 1, 2001, the Company adopted SFAS 142, "Goodwill and Other
Intangible Assets," which addresses the financial accounting and reporting
standards for goodwill subsequent to its acquisition. This standard requires
that goodwill no longer be amortized, and instead, be tested for impairment on a
periodic basis. We completed our annual goodwill impairment tests as of November
30, 2004.

     The Company recorded $610,000 of goodwill impairment charges related to
MSI/Canterbury at November 30, 2004.  Revenues and profits continued their
downward trend during Fiscal 2004.  The fair value of MSI/Canterbury was again
estimated based upon our recent earnings history and our future earnings
expectations for this business as of November 30, 2004.  The Company also
recorded a $35,000 goodwill impairment charge related to Usertech/Canterbury at
November 30, 2004.

     The Company recorded a total of $1,175,000 of goodwill impairment at
($675,000 for MSI/Canterbury and $500,000 for Usertech/Canterbury) at November
30, 2003.  The economic downturn which MSI/Canterbury experienced in 2002
continued and worsened in 2003.  Revenues and operating income declined for the
third year in a row.

     Usertech/Canterbury also experienced a significant operating decline in
Fiscal 2003.  The President of the Usertech subsidiary was terminated for major
breaches of his Employment Agreement.  Due to the failure of the President to
fulfill the obligations of his Employment Agreement, many projects that were
anticipated to be delivered during the year based on projections were not
consummated.  There were several rounds of layoffs as well as a decline of
business that are attributable to the failure of the President to perform under
the terms of his Employment Agreement.  The fair value of MSI/Canterbury and
Usertech/Canterbury were estimated based upon our recent earnings history and
our future earnings expectations for these businesses as of November 30, 2003

     The changes in the carrying amount of goodwill for the years ended November
30, 2004 and 2003, by reportable segment, are as follows:

                                 Training       Value Added
                                   and           Hardware
                               Consulting        Reseller            Total
- ----                         ----------      -----------     -----------

Balance as of
     November 30, 2002        $3,249,629       $ 358,752          $3,608,381
Impairment losses for 2003    (1,175,000)           -             (1,175,000)
Balance as of
     November 30, 2003        $2,074,629       $ 358,752          $2,433,381

Impairment losses for 2004      (645,000)           -               (645,000)
Balance as of
     November 30, 2004        $1,429,629       $ 358,752          $1,788,381


7.  Income Taxes
================

     The provision/(benefit) for income taxes for the years ended November 30,
2004, 2003 and 2002 is as follows:

                           2004          2003            2002
                           ----          ----            ----
Current:
   Federal               $  -         $    -          $(41,000)
   State                  (9,000)          -           (36,000)
                          ------      ---------         ------
Total current
  provision/(benefit)     (9,000)          -           (77,000)
                          ------       ---------        ------

Deferred:
   Federal                  -          (272,000)      (269,000)
   State                    -           (26,000)       (50,000)
                        --------       ---------    ----------
                            -          (298,000)      (319,000)
   Beginning balance
    adjustment-
    valuation
    allowance            759,000        780,000        642,000
                          ------       ---------       -------

Total deferred
   provision             759,000        482,000        246,000
                          ------       ---------    -----------

Total income tax
   provision/(benefit)   750,000        482,000        246,000

Less: income tax
  provision/(benefit)
  from discontinued
  operations               -             26,000         20,000
                          ------       ---------       -------

Income tax provision/
  (benefit) from
  continuing
  operations           $750,000       $ 456,000    $   226,000
                       ========       =========    ===========

     In conjunction with the filing of our annual report on Form 10-K, we were
required to reassess all significant estimates and judgments made in our
financial statements.  In performing our updated analysis of the realization of
our deferred tax assets, we considered continuing market uncertainties and our
failure to meet budgeted revenues and operating results for the years ended
November 30, 2004, 2003 and 2002.  After considering all available evidence, we
concluded that an increase to our valuation allowance for deferred tax assets
was required.  Accordingly, based upon our best estimate, we have recorded a
non-cash charge in the fourth quarter of Fiscal 2004 of $759,000 to increase our
valuation allowance for our deferred tax assets.  We went through this same
reassessment process in conjunction with the filing of Form 10-K for the prior
Fiscal 2003 and 2002 years and recorded non-cash charges of $780,000 and
$642,000, respectively.

     The reconciliation of the expected provision/(benefit) at the U.S. Federal
statutory tax rate to the actual provision (benefit) recorded for the years
ended November 30, 2004, 2003 and 2002 is as follows:

                                     2004              2003          2002
                                  ---------         ---------      ---------
Expected tax (benefit)
  at statutory rates               $(572,000)     $(1,215,000)     $(602,000)
Effect of state taxes, net            (9,000)         (26,000)       (74,000)
Permanent differences                 25,000          207,000           -
Valuation allowances               1,306,000        1,516,000        922,000
                                 -----------        ---------    -----------
Total                               $750,000         $482,000      $ 246,000
                                   =========         ========      =========

    Significant components of the Company's tax assets and liabilities as of
November 30, 2004 and 2003 are as follows:

                                                        2004           2003
                                                        ----           ----

Deferred tax assets:

Allowance for doubtful accounts                      $  67,000    $   109,000
Expenses deferred for tax reporting purposes            61,000         85,000
Deferred tax depreciation                               24,000           -
Deferred tax amortization of goodwill                  917,000        935,000
Loss carryovers                                      4,420,000      4,627,000
                                                   -----------    -----------

Deferred tax assets before valuation allowance       5,489,000      5,756,000
Valuation allowance                                 (4,448,777)    (3,788,000)
                                                   -----------    -----------
Deferred tax assets (net of valuation allowance)    $1,040,223     $1,968,000
                                                   ===========    ===========


                                                        2004           2003
                                                        ----           ----
Deferred tax liabilities:

Gain recognized in financial statements
  deferred for income tax purposes                  $1,008,766     $1,118,000
Tax depreciation in excess of book depreciation           -            16,000
Tax amortization in excess of book amortization         31,457         75,000
                                                   -----------    -----------
Total deferred tax liabilities                       1,040,223      1,209,000
                                                   -----------    -----------
Net deferred tax assets                            $      -       $   759,000
                                                   ===========    ===========

     At November 30, 2004, the Company had loss carryforwards of $11,050,000 for
federal income tax reporting purposes.  Future expiration dates of federal loss
carryforwards are as follows:  $835,000 in 2007, $3,665,000 in 2012, $335,000 in
2021 and $1,715,000 in 2022 and $3,045,000 in 2023 and $1,455,000 in 2024.


8.  Long-Term Debt
==================

                                                     November 30,
                                                    -------------
Long-term obligations consist of:                 2004               2003
                                            -----------          ------------
   Revolving line of credit                 $   200,000          $     -
   Note payable for acquisition                    -                800,000
   Capital lease obligations                    58,405               34,589
   Notes payable - equipment                    28,002              117,835
                                           -----------           ----------
                                               286,407              952,424
                                           -----------           ----------
Less:  Current maturities                     (233,989)            (889,490)
                                           -----------           ----------
                                                52,418           $   62,934
                                           ===========           ==========

The Bank's debt was secured by substantially all of the assets of the Company
and requires compliance with covenants which include the maintenance of certain
financial ratios and amounts.  The Company was restricted by its bank from
paying cash dividends on its common stock.  As of November 30, 2004, the Company
was in compliance with all of the financial covenants of its revised loan
agreement.  The Company, however, is within $11,000 of violating its cumulative
pretax loss covenant as of November 30, 2004 (limit per covenant is $1,050,000
cumulative loss from December 1, 2003).  The actual pretax loss amount is
calculated as loss from continuing operations exclusive of goodwill impairment
charges.

     As a subsequent event, during the first quarter of Fiscal 2005, the Company
breached the cumulative pretax loss covenant.  As a result of this occurrence
the Company and its primary lender executed a forbearance agreement and an
amendment to the loan agreement during March 2005.  The maximum revolving credit
was reduced to $750,000 and it was agreed that the outstanding revolver balance
would be paid in full by April 30, 2005.  The loan was paid off on April 14,
2004 and the loan agreement with the bank has been terminated.  The bank has
released all liens of the Company's balance sheet.  The Company is presently
pursuing alternative financing sources to support its value added hardware
reseller segment.

     As part of the purchase price paid for the acquisition of Usertech in
September, 2001, the Company agreed to pay $1,200,000 to the seller over three
years at an annual amount of $400,000 plus accrued interest at 7% per annum on
the outstanding balance.  On August 4, 2003, the Company initiated mandatory
binding arbitration proceedings against Ceridian Corporation, the previous owner
of Usertech/Canterbury, as required in the Stock Purchase Agreement between the
parties.  Canterbury anticipated that it would need to make a cash payment in
settlement of certain claims and, on October 4, 2004 Canterbury wired $912,000
in cash to Ceridian Corporation in anticipation of a settlement of all claims.
On October 27, 2004 Canterbury withdrew all of its claims in arbitration against
Ceridian.  The companies exchanged mutual releases.

     In conjunction with the purchase of 100% of the stock of Usertech, the
Company purchased computer equipment from the seller valued at $364,000 through
issuance of a note payable over three years with interest at an annual rate of
3.75%.  At November 30, 2003, the note payable had an outstanding balance of
$61,235, and as of November 30,2004 the note was paid in full.

     Aggregate fiscal maturities on long-term debt, exclusive of obligations
under capital leases, are $210,000 in 2005; $10,000 in 2006; and $8,000 in 2007.

     The carrying value of the long-term debt approximates its fair value.

     Capital lease obligations are for certain equipment leases which expire
through fiscal year 2007.  Future required payments under capitalized leases
together with the present value, calculated at the respective leases' implicit
interest rate of approximately 16% at their inception is as follows at
November 30, 2004:


Total minimum lease payments through November 30, 2005       $34,837
Total minimum lease payments through November 30, 2006        30,728
Total minimum lease payments through November 30, 2007         9,200
                                                             -------
Total minimum lease payments                                  74,765
Less amount representing interest                            (16,360)
                                                             -------
Present value of long-term obligations under capital leases   58,405
                                                             =======

9.  Commitments and Contingencies
=================================

     The Company leases office space for training center locations and
administration purposes under various noncancelable operating leases at five
different locations.  All of the leases have options to renew.  Future minimum
rental payments under the leases are:  $440,000 in 2005; $200,000 in 2006; and
$0 beyond 2006.  Rent expense for the years ended November 30, 2004 and 2003
was $443,000 and $1,363,000, respectively.  During the fourth quarter of
Fiscal 2003, the Company surrendered $190,000 in security deposits for four
facility leases in conjunction with the simultaneous lease termination of
these leases.  The Company was able to reduce long-term facility lease
obligations, including common area maintenance, utilities, insurance and
taxes, commitments by approximately $4,100,000 as a result of these lease
termination agreements.

     The Company leases equipment for training and administrative purposes under
various non-cancelable operating leases.  Future minimum rental payments under
lease are:  $30,000 in 2005; $30,000 in 2006 and $30,000 in 2007, and $20,000 in
2008.

     The Company executed employment agreements dated June 1, 2001 between the
Company and Mr. Kevin J. McAndrew and the Company and Mr. Stanton M. Pikus.
Each employment agreement is for a period of five years.  Each sets forth
various services to be performed.  Each employee shall receive an annual salary
of $245,000 with annual cost of living increases tied to a nationally recognized
index, as set forth by the Board of Directors from time to time.  These
employment agreements supercede and replace the prior employment agreements,
including the cancellation of bonus opportunities which were to be payable
through December 1, 2003.  These agreements also include a non-competition
prohibition for a period of three years after employment has been terminated.

     On December 1, 2001 the Company executed a five-year employment agreement
between the Company and Ms. Jean Pikus.  Ms. Pikus shall receive an annual
salary of $150,000 with annual cost of living increases tied to a nationally
recognized index, as set forth by the Board of Directors from time to time.  The
agreement also includes a non-competition prohibition for a period of three
years after employment has been terminated.

     On March 1, 2003 Canterbury's corporate management team, inclusive of the
Chairman, President and Vice President, voluntarily reduced their present
salaries by 8%.  This is in line with a previously instituted 8% salary
reduction at one of the Company's largest subsidiaries.  On August 18, 2003, on
the recommendation of Mr. Frank Cappiello, the Chairman of the Compensation
Committee of the Board of Directors, the Chairman, President and Vice President
agreed to continue their voluntary 8% salary cuts through November 30, 2003 even
though they have employment contracts in place.  In lieu of the cash lost they
were offered a block of restricted common stock on which they must be personally
responsible for the applicable federal and state income taxes.  Due to the
restrictions on the sale of the stock, the stock was valued at 50% of the
closing price on Nasdaq on the day prior to this Board Resolution and its

acceptance by the three aforementioned individuals.  Due to this discount, the
Company has agreed with Nasdaq's requirement to "lock-up" these 103,338 shares
until the shareholders have given their approval to the issuance.  They cannot
be sold, voted or be entitled to dividends until that time.  However, if at any
time prior to the issuance of the aforementioned Proxy, 51,669 of the 103,338
shares are returned to the Company, then no Proxy or shareholder approval will
be required, and this matter will be resolved.  Or in the alternative, if the
51,669 shares are paid for at the higher of the closing bid price at the date of
issuance or the closing bid price on December 16, 2003, then this matter will
also be resolved and no Proxy or shareholder approval will be required.  A
charge of $77,000 was made during the third quarter of Fiscal 2003 to reflect
the cost of this stock.  The corporate management team continues to receive its
reduced rate of cash pay as of the date of this filing.

     On August 4, 2003, the Company initiated mandatory binding arbitration
proceedings against Ceridian Corporation, the previous owner of
Usertech/Canterbury, as required in the Stock Purchase Agreement between the
parties.  The Company's claims arise from the September 2001 purchase of User
Technology Services, Inc. from Ceridian.  Canterbury was making various claims
ranging from breach of contract/warranty to actual/legal fraud, fraudulent
concealment, constructive/equitable fraud, and negligent/misrepresentation.
Ceridian Corporation denied the allegations set forth by the Company and
instituted a counterclaim in the arbitration proceedings.  Ceridian was claiming
breach of a sublease agreement by Canterbury for office space ($76,000) and
acceleration of a note payable of $800,000.  Canterbury had denied the
allegations set forth in the counterclaim.  On October 4, 2004 Canterbury wired
$912,000 in cash to Ceridian Corporation in anticipation of a settlement of all
claims.  On October 27, 2004 Canterbury withdrew all of its claims in
arbitration against Ceridian.  The companies exchanged mutual releases.


10.  Senior Convertible Debt
============================

     On June 3, 2003 the Board of Directors of Canterbury approved a private
placement for the Company which was overwhelmingly ratified by 95.21% of the
shareholders who voted on the proposal on November 24, 2003.  Ten units of 73/4%
Subordinated Convertible Promissory Notes at $35,500 each were issued
representing total proceeds to the Company of $355,000.  The notes are
convertible into Canterbury restricted stock at $.355 per share.  The notes, if
not converted into restricted stock before then, mature at June 2, 2006 and the
entire loan amount must be repaid at that time. These notes were subordinate to
our $1,500,000 revolving working capital line of credit with Commerce Bank (seen
Note 8).  As a subsequent event, during December 2004 the notes were converted
into 1,000,000 shares of Canterbury restricted common stock.  The number of
shares outstanding of Canterbury's common stock as of  April 29, 2005 was
2,965,822.


11.  Stock Listing
==================

     As a subsequent event, on December 8, 2004 the Nasdaq Stock Market
("Nasdaq") notified Canterbury that "The Company has not regained compliance in
accordance with Marketplace Rule 4310(c)(8)(B).  Accordingly, its securities
will be delisted from The Nasdaq SmallCap Market at the opening of business on
December 17, 2004."

On September 8, 2004, Nasdaq had notified the Company that "its common stock had
not maintained a minimum market value of publicly held shares ("MVPHS") of
$1,000,000 over the previous 30 consecutive trading days, and, as a result, did
not comply with Marketplace Rule 4310(c)(7) (the "Rule").  Therefore, in
accordance with Marketplace Rule 4310(c)(8)(B), the Company was provided 90
calendar days, or until December 7, 2004, to regain compliance with the Rule."

At the time of the receipt of the December 8, 2004 delisting letter, the Board
of Directors of Canterbury was in process of deciding to respond to a delisting
letter received after the close of business on December 1, 2004.  On December 1,
2004 the Nasdaq Stock Market notified Canterbury that:

        "Accordingly, the Company does not comply with Marketplace Rule
        4350(e) and 4350(g) ("the Rules") and Staff has determined to
        delist the Company's securities from The Nasdaq Stock Market at
        the opening of business on December 10, 2004."

These Rules relate to the requirement to hold an annual meeting of shareholders.

Based upon the letter of December 8, 2004, the Company determined that an appeal
of the December 1, 2004 delisting letter would be a pointless waste of its
shareholders' resources.

An additional determining factor in the Company's decision was a third delisting
letter received on June 23, 2004 which stated:
        "For the last 30 consecutive business days, the bid price of the
        Company's common stock has closed below the minimum $1.00 per share
        requirement for continued inclusion under Marketplace Rule 4310(c)(4)
        (the "Rule").  Therefore, in accordance with Marketplace Rule
        4310(c)(8)(D), the Company will be provided 180 calendar days, or until
        December 20, 2004, to regain compliance.  If, at anytime before December
        20, 2004, the bid price of the Company's common stock closes at $1.00
        per share or more for a minimum of 10 consecutive business days, Staff
        will provide written notification that it complies with the Rule."


12.  Defined Contribution Plan
===============================

     In 1993, the Company established a 401(k) Plan for its participating
employees to supplement their retirement income.  Participation in the plan is
open to all employees who have completed one year of service (twelve consecutive
months).  One thousand hours of service is required during the first year of
service.  By payroll deduction, employees can contribute to the Plan from 1% to
15% of their total gross compensation.  The Company had matched 50% of the first
8% of employee salary deferrals through 2002.  This match was made in restricted
Company common stock based upon the value of the stock each December 31st.  The
employer match is completely discretionary and can be changed by the employer in
subsequent years to be higher or lower.  [No match was made for the 2004 and
2003 plan years].  The value of the employee match expensed in 2004, 2003 and
2002 was $0, $211,030 and $82,099, respectively (for the previous plan year).


13.  Stock Options and Awards
==============================

     The Company has one stock option plan, the 1995 Non-Qualified Stock Option
Plan, covering 511,906 shares of common stock ("1995 Plan").  As of November 30,
2004, the Company had 166,800 options outstanding under the 1995 Plan.  In
addition, the Company granted 23,000 stock options outside the plan during
Fiscal 2002 of which 6,430 were still outstanding as of November 30, 2004. There
were 345,106 shares remaining for issuance in connection with future stock
options that may be granted.  Options granted inside the plan are exercisable
immediately and are issued at market price.

     A summary of Canterbury's stock option activity and related information for
the years ended November 30 is as follows:

                                             2004           2003         2002
                                             ----           ----         ----
Number of shares under stock options:

  Outstanding at beginning of year          318,599       302,607     306,833
  Granted                                      -           50,000      23,000
  Exercised                                    -             -           -
  Canceled                                 (145,369)      (34,008)    (27,226)
Outstanding and exercisable at end of year  173,230       318,599     302,607

Weighted average exercise price:
  Granted                                     $ -          $.75        $6.32
  Exercised                                   $ -          $  -        $  -
  Canceled                                    $9.95       $9.85        $17.43
  Outstanding and exercisable at end of year  $7.77       $8.76        $10.21

     Information with respect to stock options outstanding and exercisable at
November 30, 2004, is as follows:

                  Options Outstanding and Exercisable
   Range of       Number Outstanding    Weighted Average       Weighted Average
Exercise Price       at 11/30/04     Remaining Life in Years     Exercise Price
---------------       -----------     -----------------------   ----------------
 $.75                   50,000                3.70                   $.75
 $4.83 - $10.50         87,295                1.59                  $6.60
 $19.46 - $27.93        35,935                 .84                 $20.38

     SFAS No. 123, amended by SFAS Statement No. 148, requires pro forma
disclosure under the fair value method of net income and income per share when
stock options are granted to employees and directors.  An expense charge to
earnings is required under the fair value method when stock options are granted
to independent contractors.  The fair value for options was estimated at the
date of grant using the Black-Scholes option pricing model.  The Black-Scholes
option valuation model was developed for use in estimating the fair value of
traded options that have no vesting restrictions and are fully transferable. In
addition, option valuation models require the input of highly subjective
assumptions, including the expected stock price volatility.  Because
Canterbury's stock options have characteristics significantly different from
those of traded options, and because changes in the subjective input assumptions
can materially affect the fair value estimate, in management's opinion, the
existing models do not necessarily provide a reliable single measure of the fair
value of its stock options.  The fair weighted average value of options granted
in each year and assumptions used in estimating fair value under the Black-
Scholes model are as follows:

                                                  2004         2003       2002
                                                  ----         ----       ----

Estimated fair value of options granted        $  -         $24,990     $79,432
                                               =========    =======     =======
Principal assumptions in applying the
  Black-Scholes valuation model:
       Expected life, in years                    -           2.50         2.50
       Risk-free interest rate                    -           1.86%        3.30%
       Expected volatility                        -           1.00          .99
       Expected dividend yield                    -           0.00%        0.00%

     The estimated weighted-average fair values at the grant date for stock
option awards during Fiscal 2004, 2003 and 2002 were $0, $.50 and $3.45 per
option, respectively.

     For purposes of pro forma disclosures, the estimated fair value of options
granted to employees and directors is amortized to expense over the options'
vesting period.  As discussed in Note 10, the executive officers of the Company
received stock awards of 103,342 shares in Fiscal 2003.  These stock awards had
an estimated grant-date fair value of  $39,000.  An expense of $77,000 was
recorded and charged to general and administrative expense in Fiscal 2003 based
upon the intrinsic value of the stock awards under APB Opinion 25.  Had
compensation cost been determined based upon the fair value of stock and stock
option awards at grant date consistent with SFAS No. 123, Canterbury's net
income and income per share would have been reduced to the pro forma amounts
indicated below:


                                       2004          2003           2002
                                       ----          ----           ----
Pro forma net loss:
  Net loss as reported           $(2,481,567)    $(4,054,994)   $(2,017,851)
  Add: stock-based compensation
    costs included in reported
    net loss (net of tax effects
    of $13,199 for 2003)               -            (64,440)           -
  Deduct: stock-based
    compensation costs under
    SFAS 123 (net of tax
    effects of $21,695, $0,
    and $149,036, respectively)       -             (42,114)           -
                                 -----------    -----------     ------------
  Pro forma net loss             $(2,481,567)   $(4,032,668)    $(2,017,851)
                                 ===========    ===========     ============

Pro forma net loss per common
  share - basic and diluted

  Pro forma net loss per
    common share                      $(1.22)       $(2.15)          $(1.16)
  Net loss per common share
    - as reported                      (1.22)        (2.16)           (1.16)
  Pro forma shares unused
    in calculation of pro forma
    loss per common share          2,041,500    (1,876,300)       (1,742,500)

     There were no stock options granted during the year ended November 30,
2004.  The Company granted 23,000 stock options to independent contractors
during the year ended November 30, 2002.   This resulted in a $57,201 charge to
general and administrative expense for the year ended November 30, 2002 based
upon the Black Scholes estimated fair value of these grants that vested through
year end.  An additional $22,221 charge to general and administrative expense
was recorded in Fiscal 2003 through the completion of the one-year vesting
period.


14.  Related Party Transactions
=================================

     During Fiscal 2001, certain officers and directors of the Company purchased
a 33% stock ownership in a corporation that was previously a subsidiary of the
Company prior to the November 1996 sale by the Company of its 100% stock
ownership in this corporation to an outside group.  The Company holds note
receivables in the amount of $3,472,253 from this corporation of which
$3,382,000 pertains to notes originating on the November 1996 date of sale (see
Note 4).  The Company maintained the same level of security interest protection
and the same debt amortization schedule.  The Company earned $261,000 and
$322,000 of interest income from these notes in Fiscal 2004 and 2003,
respectively.  During the fourth quarter of Fiscal 2003, a 22% owner of this
related party corporation passed away.  After his death, the related party
corporation purchased and retired his shares from his estate.  As a result of
this purchase and retirement of his shares, certain officers and directors of
the Company now own 44% of this related party corporation.

     As a subsequent event, during April, 2005 the Company renegotiated a
refinancing of the notes receivable from a related party.  The demand note and
the acquisition notes were combined and totaled $3,270,000 as of April 15, 2004.
The Company received an $800,000 paydown on the combined note and agreed to term
out the balance of $2,470,000 over the next eight years at 8%.

     At November 30, 2004 and 2003, total notes receivable plus accrued interest
for issuances of Company common stock to corporate officers, corporate counsel
and certain consultants totaled $2,150,000 and $3,595,000, respectively.  These
non-recourse notes are collateralized by common stock of the Company and are
reported as a contra-equity account.  Interest rates range from 4% to 6.6%.

     On July 17, 2002 the Compensation Committee recommended, and the Board of
Directors approved a modification of the April 10, 2001 and the May 16, 2001
notes.  The notes became non-recourse as to principal and interest as of
September 1, 2002 with the issued shares continuing to collateralize the notes.
All accrued interest on the notes as of September 1, 2002 has been paid to the
Company.  Principal and interest must be paid by recipient before they are
entitled to sell their respective shares.  If principal and interest have not
been paid by the maturity date of the recipient notes, then recipients' sole
obligation shall be that any shares relating to this nonpayment will be
forfeited and returned to the Company.  If this event were to occur, both the
underlying shares and the notes receivable would be cancelled with no effect on
the net worth of the Company.  In consideration for this modification the term
of these notes was reduced and shortened from April and May, 2006 to December
31, 2004.  The Board also prohibited the issuance of any stock options, stock or
any other form of equity for all of Fiscal 2002 to the recipients.

     As a subsequent event, during the first quarter of Fiscal 2005, $1,489,500
of notes receivable for common stock - related parties were cancelled in return
for 196,429 shares of Company common stock in full satisfaction of the
liability.


15.  Advertising
================

    The Company expenses advertising as incurred.  Total advertising expenses
included in the results of operations were $11,000, $86,000 and $201,000 for
2004, 2003 and 2002, respectively.


16.  Discontinued Operations
=============================

    During March 2004, the Company entered into negotiations to sell
ATM/Canterbury back to the original owner.  The transaction was finalized in
April, 2004.  Canterbury sold 100% of the stock in ATM/Canterbury in exchange
for 25,000 shares of Canterbury common stock (which have been retired), that the
owner had retained from the original transaction in 1997.  The transaction was
effective as of March 3, 2004.  As a result of the transaction the Company
recorded a $9,194 loss on the sale of discontinued operation in the second
quarter of Fiscal 2004.

    The Company's decision to sell ATM/Canterbury was based on the lack of
demand for ATM/Canterbury's products and services by existing customers; the
inability to increase sales to new customers and the Company's desire to focus
on its training and consulting segment and its value added reseller segment.

Historical financial data for ATM/Canterbury for the fiscal years ended
November 30:

                            2004          2003         2002
                        ----------     --------      ---------
Revenues                   $58,866     $363,203      $552,598
Pretax loss                (38,704)    (168,626)      (82,471)


    During the fourth quarter of Fiscal 2003, the Company discontinued the
operation of its technical staffing segment (DMI/Canterbury).  The significant
decline in demand for contract, full and part-time technical employees due to
the economic downturn in the technology sector over the past several years was
the major cause for this action.  There was no gain or loss realized on the
abandonment of this business segment.  Historical financial data for the fiscal
years ended November 30:

                                          2003         2002
                                       --------      ---------
Revenues                               $398,850      $916,774
Pretax income (loss)                     17,908       (64,877)

Assets and liabilities as of November 30, 2003 included in consolidated
balance sheet:

         Net receivable                             $7,290
         Other assets                                  162
        Accounts payable and accrued expenses        1,710

17.  Unaudited Quarterly Data
=============================

                                                  2004
<TABLE>

<S>                  <C>         <C>        <C>          <C>         <C>
                         First       Second      Third       Fourth       Total
                         -----       ------      -----       -------      -----
Revenues              $2,635,152  $3,388,559  $9,136,912  $4,831,858  $19,992,481
Gross profit             362,089     826,386   1,046,292     960,946    3,195,713
Income (loss) from
  continuing
  operations            (694,689)   (299,400)  (343,739)  (1,095,841)  (2,433,669)
Income (loss) from
  discontinued
  operations           (38,704)    (9,194)        -            -         (47,898)
Net income (loss)     (733,393)  (308,594)    (343,739)  (1,095,841)  (2,481,567)

Earnings per share:
Basic and diluted:
   Income (loss) from
    continuing
    operations            $(.33)      $(.15)      $(.17)      $(.55)      $(1.20)
   Income (loss) from
    discontinued
    operations             (.02)        -           -           -           (.02)
                         ------       ------      ------    -------       ------
   Net income (loss)      $(.35)      $(.15)      $(.17)      $(.55)      $(1.22)
                         =======      ======      =====     =======       ======

Weighted average shares
Basic and diluted      2,097,200  2,090,000   2,011,200   1,990,800   2,041,500
</TABLE>


                                                   2003
<TABLE>

<S>                  <C>         <C>        <C>          <C>         <C>

                         First       Second      Third       Fourth       Total
                         -----       ------      -----       -------      -----
Revenues              $4,408,746  $5,200,737  $8,139,652  $4,271,956  $22,021,091
Gross profit             481,929   1,387,767   1,147,689     584,964    3,602,349
Income (loss) from
  continuing
  operations            (967,374)     62,226    (204,131) (2,768,908)  (3,878,187)
Income (loss) from
  discontinued
  operations             (34,645)    (21,771)      8,626    (129,017)    (176,807)
Net income (loss)     (1,002,019)     40,455    (195,505) (2,897,925)  (4,054,994)

Earnings per share:

Basic and diluted:
   Income (loss) from
    continuing
    operations            $(.56)      $ .03       $(.11)     $(1.34)      $(2.07)
   Income (loss) from
    discontinued
    operations             (.02)       (.01)        -          (.06)        (.09)
                         ------       ------      ------    -------       ------
   Net income (loss)      $(.58)       $.02       $(.11)     $(1.40)      $(2.16)
                         =======      ======      =====     =======       ======

Weighted average shares
Basic and diluted      1,734,000   1,849,000   1,852,700   2,062,200    1,876,300
</TABLE>


<PAGE>



SCHEDULE II

                       VALUATION AND QUALIFYING ACCOUNTS
                                 (in thousands)

<TABLE>
<S>                            <C>            <C>            <C>            <C>

                                 Balance at      Charged to
                                Beginning of  +  Costs and  - Deduction/  =   Balance at
Description                       Period         Expenses     Write-off       End of Period
- ------------------------------  ------------   ----------   -----------    --------------

Year ended November 30, 2002:      $452           $131        $200            $383
Accounts receivable allowances

Year ended November 30, 2003:      $383          $(106)         $6            $271
Accounts receivable allowances


Year ended November 30, 2004:      $271          $(34)         $69            $168
Accounts receivable allowances

</TABLE>

                                              F-25
<PAGE>