FORM 10-Q


                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


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


                       For Quarter Ended September 30, 1997


                                  2-96366-A        
                          (Commission File Number)


                            VANDERBILT SQUARE CORP.               
               (Exact name of Registrant as specified in its charter)


          Florida                                             59-2483405     
(State of other jurisdiction                                (IRS Employer
 of incorporation or organization)                         Identification No.)


           2300 Glades Road, Suite 450, West Tower, Boca Raton, FL 33431
                   (Address of Principal Executive Offices)


                              (561) 750-7200                  
            (Registrant's Telephone Number, including area code)


            3040 East Commercial Blvd., Ft. Lauderdale, FL 33308
           (Former name, former address and former fiscal years,
                      if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports to be 
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 
preceding 12 months (or for such shorter period that the Registrant was 
required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.  Yes   x     No      

There were 16,490,756 shares of Common Stock, $.0001 par value, issued and 
outstanding at November 14, 1997.


<PAGE>


                  VANDERBILT SQUARE CORP. AND SUBSIDIARIES

                                   INDEX


PART I.    FINANCIAL INFORMATION

     Item 1.    Financial Statements

                Consolidated Balance Sheets - September 30, 1997 (Unaudited)
                and December 31, 1996.

                Consolidated Statement of Operations - Three months and nine
                months ended September 30, 1997 and 1996 (Unaudited).

                Consolidated Statement of Shareholders' Equity - December 31,
                1993 through September 30, 1997.

                Consolidated Statement of Cash Flows - Nine months ended
                September 30, 1997 and 1996 (Unaudited).

                Notes to Consolidated Financial Statements.

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

PART II.    OTHER INFORMATION

     Item 1.   Legal Proceedings

     Item 2.   Changes in Securities

     Item 3.   Defaults Upon Senior Securities

     Item 4.   Submission of Matters to a Vote of Security-Holders

     Item 5.   Other Information

     Item 6.   Exhibits and Reports on Form 8-K

SIGNATURES



                                     -2-
<PAGE>

                  VANDERBILT SQUARE CORP. AND SUBSIDIARIES


                        PART I - FINANCIAL INFORMATION



Item I.     Financial Statements




































                                     -3-

<PAGE>

                    VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                 ASSETS

                                     September 30,      December 31,
                                         1997               1996    
                                      (Unaudited)
<S>                                  <C>                <C>
CURRENT ASSETS:
  Cash and cash equivalents          $  201,786         $  250,209
  Notes receivable - current:
    Affiliate                               -               38,478
    Other                                   -               20,544
  Investment in marketable
    trading securities - at market       10,905            443,067
  Accounts receivable - other               -                4,334
  Accrued interest receivable               263                143
  Net investment in direct
    financing leases - current              -                3,453
  Prepaid income taxes                    6,000              3,749

  TOTAL CURRENT ASSETS                  218,954            763,977

INVESTMENT IN UNCONSOLIDATED
  SUBSIDIARY                                -              250,008

NOTES RECEIVABLE - NON-CURRENT
  Affiliate                                 -               34,347
  Other                                     -                6,733

NET INVESTMENT IN DIRECT FINANCING
  LEASES - non-current                      -                8,854


     TOTAL ASSETS                    $  218,954         $1,063,919

</TABLE>





See accompanying notes to consolidated financial statements.


                                      -4(a)-
<PAGE>

                      VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                              CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>


                         LIABILITIES AND SHAREHOLDERS' EQUITY

                                     September 30,    December 31,
                                         1997              1996    
                                      (Unaudited)     
<S>                                  <C>              <C>
CURRENT LIABILITIES:
  Accounts payable and accrued
    expenses                           $    4,000       $   40,109 
  Deferred income taxes - current             -              8,338 

  TOTAL CURRENT LIABILITIES                 4,000           48,447 

DEFERRED INCOME TAXES - NON-CURRENT           -              3,226
                                            4,000           51,673 


SHAREHOLDERS' EQUITY:
  Common stock $.0001 par value;
   authorized 50,000,000 shares;
   issued 16,490,756 shares at
   September 30, 1997 and 
   December 31, 1996; outstanding
   16,490,756 shares at
   September 30, 1997 and
   16,398,356 at December 31, 1996          1,649            1,649 
  Additional paid-in capital            1,137,363        1,137,363 
  Retained earnings (deficiency)         (924,058)        (116,734)
                                          214,954        1,022,278 

Less treasury stock - 92,400 shares
  at December 31, 1996                        -            (10,032)
                                          214,954        1,012,246

    TOTAL LIABILITIES & SHAREHOLDER'S
    EQUITY                             $  218,954       $1,063,919 

</TABLE>



See accompanying notes to consolidated financial statements.



                                   -4(b)-

<PAGE>

                     VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                        Three Months Ended            Nine Months Ended
                                           September 30,                September 30,
                                        1997          1996           1997           1996  
                      (Unaudited)   (Unaudited)    (Unaudited)    (Unaudited)
<S>                                   <C>           <C>           <C>           <C>
REVENUES:
  Interest and dividend income       $    9,755    $    8,726     $   27,415    $    26,457 
  Realized and unrealized  
    gain (loss) on invest-
    ment in marketable
    trading securities                  109,148        (2,687)       100,712        264,829 
  Direct finance lease income               140           274            604            728 
                                        119,043         6,313        128,731        292,014 

OPERATING EXPENSES:
  General and
    administrative expenses              44,743        21,457         78,396         84,263 

INCOME (LOSS) FROM OPERATIONS            74,300       (15,144)        50,335        207,751 

OTHER INCOME (EXPENSES):
  Equity in earnings (loss)
    of unconsolidated subsidiary         63,183         3,148         49,890         50,689 
  Loss on disposition of subsidiary      (5,988)          -           (5,988)           -   

INCOME (LOSS) BEFORE INCOME TAXES       131,495        11,996         94,237        258,440 

PROVISION (CREDIT) FOR INCOME TAXES     (15,092)          -          (12,592)        77,000 
 
NET INCOME (LOSS)                   $   146,587   $    11,996    $   106,829    $   181,440 

WEIGHTED AVERAGE NUMBER
  OF COMMON SHARES
  OUTSTANDING                        16,490,756    14,979,555     16,490,756     14,540,641 

NET INCOME PER COMMON SHARE         $       .01   $       -      $       .01    $       .01 

</TABLE>

See accompanying notes to consolidated financial statements.



                                            -5-
<PAGE>

                           VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                        FROM DECEMBER 31, 1993 THROUGH SEPTEMBER 30, 1997  


<TABLE>
<CAPTION>
                                    Common Stock
                                  $.0001 Par Value       Additional   Retained
                               Auth. 50,000,000 Shares   Paid-In      Earnings    Treasury
                                   Shares      Amount    Capital      (Deficit)     Stock      Total   
<S>                              <C>           <C>       <C>          <C>          <C>         <C>
Balance - December 31, 1993      14,633,750    $ 1,499    $970,557    $(17,361)    $(19,643)   $935,052 

  Purchase of Treasury Shares      (204,000)       -          -            -        (16,596)    (16,596)
  Net income for the period             -          -          -          6,642          -         6,642 

Balance - December 31, 1994      14,429,750      1,499     970,557     (10,719)     (36,239)    925,098 

  Purchase of Treasury Stock       (826,900)       -          -             -       (71,477)    (71,477)
  Sale of Treasury Stock            333,000        -          -             -        24,981      24,981 
  Net income for the period             -          -          -          1,498          -         1,498

Balance - December 31, 1995      13,935,850      1,499     970,557       (9,221)    (82,735)    880,100 

  10% Stock Dividend              1,499,156        150     166,806     (166,956)         -          -   
  Purchase of Treasury Stock       (249,100)        -          -          -       (33,070)    (33,070)
  Sale of Treasury Stock          1,212,450         -          -          -       105,773     105,773 
  Net income for the period             -           -          -         59,443         -        59,443 

Balance - December 31, 1996      16,398,356      1,649   1,137,363     (116,734)    (10,032)  1,012,246 
 
  Sale of Treasury Stock             92,400         -         -             -        10,032      10,032 
  Dividend distribution                 -           -         -        (914,153)        -      (914,153)
  Net income for the period             -           -         -         106,829         -       106,829 
 
Balance - September 30, 1997     16,490,756   $  1,649  $1,137,363    $(924,058)  $    -0-   $  214,954 

</TABLE>

See accompanying notes to financial statements.



                                          -6-

<PAGE>

                       VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENT OF CASH FLOWS
                                     (Unaudited)

                   INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                  Nine Months Ended
                                                    September 30,
                                                 1997           1996   
<S>                                            <C>          <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                            $ 106,829    $  181,440 
  Adjustments to reconcile net income 
    to net cash provided by (used in)
    operating activities:
      (Gain) loss on sale of
        marketable securities                      5,015      (265,025)
      Equity in (earnings) or loss
        of unconsolidated subsidiary             (49,890)      (50,689)
      Allowance for market decline 
        of securities                             10,866           197 
      Income from disposed subsidiaries         (109,636)          -   
      Gain on disposition of subsidiaries          5,988           -   

  Changes in operating assets and liabilities:
      (Decrease) in accounts
        payable and accrued expenses             (36,109)      (34,818)
      (Increase) Decrease in accrued
        interest receivable                         (120)        1,037 
      (Increase) decrease in
        accounts receivable                        1,841        24,456 
      (Decrease) Increase in income
        taxes payable                             (2,251)       66,693 
      Proceeds from sale of marketable
        trading securities                       156,020       632,013 
      Purchase of marketable trading
        securities                                   -        (440,007)
      Decrease in deferred income taxes          (11,564)          -    

      Net cash provided by (used in)
        operating activities                      76,989       115,297 

CASH FLOWS FROM INVESTING ACTIVITIES:
  Principal collections of loans
     to affiliates                                25,000        11,177 
  Advance paid on notes receivable - other           -          (9,250)
  Principal collections of notes
     receivable - other                              -          26,718 
  Principal collections of direct
     financing leases                                -           2,558 
  Purchase of equipment for lease                    -          (7,100)
  Investment in unconsolidated subsidiaries     (171,924)      (18,119)
   Proceeds from sale of investment in
     unconsolidated subsidiaries                  21,512         4,753 

     Net cash provided by
       (used in) investing activities           (125,412)       10,737 

</TABLE>


                                    -7(a)-

<PAGE>

                    VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<CAPTION>
                                                 Nine Months Ended
                                                   September 30,
                                                 1997          1996   

<S>                                         <C>            <C>    
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                          $  (48,423)    $  126,034 

CASH AND CASH EQUIVALENTS -
  BEGINNING OF PERIOD                          250,209        197,182 

CASH AND CASH EQUIVALENTS -
  END OF PERIOD                             $  201,786     $  323,216

</TABLE>
























See accompanying notes to consolidated financial statements.


                                    -7(b)-

<PAGE>

                  VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             September 30, 1997
                                (Unaudited)


NOTE 1 - FAIR PRESENTATION

The consolidated balance sheet as of September 30, 1997, the consolidated 
statement of operations for the three months and nine months ended September 
30, 1997 and 1996, the consolidated statement of shareholders' equity as of 
September 30, 1997, and the consolidated statement of cash flows for the nine 
months ended September 30, 1997 and 1996, have been prepared by the Company 
without audit.  In the opinion of management, all adjustments necessary to 
present fairly the financial position and results of operations at September 
30, 1997 and for all periods presented have been made.

The operations for the nine months ended September 30, 1997 are not 
necessarily indicative of the results of operations to be expected for the 
Company's fiscal year. 

The condensed financial statements as of December 31, 1996, 1995 and 1994 have 
been derived from audited financial statements.

Certain information and footnote disclosures normally included in financial 
statements prepared in accordance with generally accepted accounting 
principles have been condensed or omitted.  It is suggested that these 
condensed financial statements be read in conjunction with the consolidated 
financial statements and notes thereto as of December 31, 1996 and for the 
year then ended.

NOTE 2 - BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Vanderbilt 
Square Corp. and its wholly-owned subsidiaries, Hi-Tech Leasing, Inc. and 
Professional Programmers, Inc.  The consolidated statement of operations 
includes the results of the subsidiaries' operations through the date of their 
disposition, July 31, 1997 (Hi-Tech Leasing, Inc.), and September 30, 1997 
(Professional Programmers, Inc.).  All significant intercompany accounts and 
transaction have been eliminated in consolidation.


                                    -8-
<PAGE>

                  VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                            September 30, 1997
                                (Unaudited)


NOTE 3 - DIRECT FINANCING LEASES

The net investment in direct financing leases consists of the gross amount of 
the lease, net of deferred interest and allowance for doubtful accounts.

NOTE 4 - EARNINGS (LOSS) PER SHARE

Per share information was computed using the weighted average number of common 
shares outstanding during the reporting periods.  Per share information 
computed to be less than one cent is not shown on the accompanying financial 
statements.

NOTE 5 - INVESTMENT IN MARKETABLE TRADING SECURITIES

Marketable trading securities are stated at market value at the balance sheet 
date.  Market values of investments in marketable trading securities amounted 
to $10,905 at September 30, 1997, and $443,067 at December 31, 1996.  The cost 
of these investments is $40,180 and $420,584 respectively.  Unrealized gains 
and losses resulting from fluctuations in the market price of the related 
securities are currently reflected in the consolidated statement of operations 
under the caption "Realized and unrealized gain (loss) on marketable trading 
securities".

NOTE 6 -OTHER INFORMATION

On July 28, 1997, the Company sold all of the issued and outstanding capital 
stock of Hi-Tech Leasing, Inc. to Corrections Services, Inc. ("CSI") in 
exchange for 2,000,000 shares of CSI's authorized but previously unissued 
restricted Common Stock.

On August 26, 1997, the Company distributed 2,803,446 shares of its CSI 
restricted Common Stock to its shareholders.  The ratio of the distribution 
was 0.17 shares of CSI restricted Common Stock for each share of the Company 
Common stock.  No fractional shares were issued or cash distributed in lieu of 
fractional shares.  One (1) full share of CSI Common Stock was distributed for 
each fractional share remaining.



                                    -9-

<PAGE>

                   VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              September 30, 1997
                                  (Unaudited)

NOTE 6 -OTHER INFORMATION (Cont'd)

On August 27, 1997, Norman Becker, the Registrant's President and a director, 
and Diane Aquino, the Registrant's Secretary/Treasurer and a director resigned 
as officers and directors of the Registrant, and Larry Schwartz ("Schwartz"), 
and Edward Meyer ("Meyer") were appointed as all of the members of the 
Registrant's Board of Directors.  Additionally, Schwartz was appointed 
President and Meyer was appointed Secretary/Treasurer of the Registrant.

In addition, Schwartz has entered into option agreements with the former 
officers and directors of the Registrant, pursuant to which Schwartz has been 
granted the right until January 15, 1998, to purchase an aggregate of 
3,500,000 shares of the Registrant's Common Stock from such former officers 
and directors of the Registrant at $.10 per share.    

In four unrelated transactions, four current stockholders of the Registrant 
sold an aggregate of 2,000,000 shares of the Registrant's Common Stock at $.15 
per share to three unrelated purchasers.  The purchasers of these shares are 
not affiliated with Schwartz or Meyer or affiliated with one another.

On September 9, 1997, the Company entered into a preliminary Letter of Intent 
to acquire all of the issued  and outstanding capital stock of Michael's 
International Treasure Jewelry, inc., a closely-held Florida corporation with 
several operating locations in the cities of Miami and Key West, Florida.

NOTE 7 - SUPPLEMENTAL CASH FLOW INFORMATION

Disposition of Subsidiaries - The Company received Common Stock with a fair 
value of $731,000 in exchange for its investment in Hi-Tech Leasing, Inc.

The Company settled a $16,152 obligation to an affiliate through the 
conveyance of 100% of its interest in Professional Programmers, Inc.


                                    -10-

<PAGE>

                   VANDERBILT SQUARE CORP. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              September 30, 1997
                                   (Unaudited)


NOTE 7 - SUPPLEMENTAL CASH FLOW INFORMATION (Contd.)

Shareholders' Equity - On August 26, 1997, The Company distributed investment 
stock to common stock shareholders as a dividend.  Fair value of the stock 
amounted to $914,153.

NOTE 8 - SUBSEQUENT EVENT

On October 1, 1997, the Company entered into a one year Lease/Purchase 
Agreement with Seahawk Deep Ocean Technology, Inc. ("Lessor") and Michael's 
International Treasure Jewelry, Inc. ("Co-Lessee") for the "Dry Tortugas 
Treasure" (the "Treasure").  The Lease/Purchase Agreement obligates Seahawk to 
lease the Treasure to the Co-Lessees for a term of one (1) year.  The lease 
provides for quarterly payments of $67,500 and a buy-out after one (1)year 
purchase price of $2,500,000 through payment of $750,000 in cash and 
Vanderbilt Square Common Stock.  The Treasure has been appraised at $5,200,000 
and will be displayed at Michael's flagship store at 400 Duval Street in Key 
West, Florida.  Pursuant to the informal co-lessee agreement between Michael's 
International Treasure Jewelry, Inc. and the Company, Michael's International 
Treasure Jewelry, Inc. will make the quarterly lease payments.  The Company's 
interest in the lease is focused on the lessee's right to purchase the 
Treasure at lease end at what it views as a very favorable purchase price.  
The Company is not itself bound to make any of the quarterly lease payments.  
If Michael's International Treasure Jewelry, Inc. fails to make subsequent 
quarterly lease payments, the Company may however elect to do so to protect 
its interest in the buy-out right.  There is no present assurance that the 
Company will be able to exercise the co-lessee's buy-out right at lease end in 
any event.  The initial quarterly lease payment was made by Michael's 
International Treasure Jewelry, Inc.






                                  -11-
<PAGE>

ITEM 2 -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
           RESULTS OF OPERATIONS                       

     The analysis of the Company's financial condition, liquidity, capital 
resources and results of operations should be reviewed in conjunction with the 
accompanying financial statements, including the notes thereto.

Financial Condition

At September 30, 1997, the Company had current assets of $218,954, compared to 
$763,977 at December 31, 1996; total assets of $218,954 as compared to 
$1,063,919 at December 31, 1996; current liabilities of $4,000 as compared to 
$48,447 at December 31, 1996, and a current net worth of $214,954 as compared 
to $1,012,246 at December 31, 1996.  (See "Financial Statements").  The 
decrease in total assets and net worth are principally due to the Company's 
disposal of its investments in subsidiaries Hi-Tech Leasing, Inc. and 
Professional Programmers, Inc. and the August 26, 1997 distribution of its 
investment in Corrections Services Inc. to the Company's shareholders.  See 
Financial Statements Note 7.

Liquidity

During the nine months ended September 30, 1997, the Company had a decrease in 
cash and cash equivalents of $(48,423).  The Company's decrease in cash was 
principally attributed to the disposal of its investment in Hi-Tech Leasing, 
Inc. and Professional Programmers, Inc.  The Company believes it has 
sufficient cash and cash equivalents to meet its current liquidity 
requirements.

The Company has limited liabilities and no present commitments that are likely 
to result in its liquidity increasing or decreasing in any material way.  The 
Company believes that it has sufficient funds to meet current liquidity 
needs.  In addition, other than the potential need to make one or more 
quarterly lease payments under the certain lease to which the Company is 
co-lessee, the Registrant knows of no trend, additional demand, event or 
uncertainties that will result in, or that are reasonably likely to result in, 
the Company's liquidity increasing or decreasing in any material way.  See 
Item 5.g., Other Information.

Capital Resources

The Company has no outstanding credit lines or credit commitments in place and 
has no current need for financial credit.  In the event of any future need, 
the Company is uncertain that it will be able to borrow at prevailing terms 
through loans collateralized, if necessary, by its assets.
The Company has no current material commitments for capital expenditures.  The 
Company entered into a  preliminary letter  of intent  to acquire  a  closely 
held  treasure  jewelry  company, Michael 



                                 -12-
<PAGE>

International Treasure Jewelry, Inc.,  for cash and previously unissued Common 
Stock.  See Item 5.f., Other Information.  The transaction contemplated is 
contingent on the Company's ability to negotiate and execute a definitive 
agreement.  Other than the potential cash component of that possible 
acquisition, the Company knows of no material trends, favorable or 
unfavorable, in the Registrant's capital resources.

Results of Operations

The Company's revenues for the nine months ended September 30, 1997, and 
September 30, 1996, were principally derived from interest income and activity 
related to marketable securities transactions.

The Company's revenues for the nine months and three months ended September 
30, 1997, was $128,731 and $119,043 as compared to $292,014 and $6,313 for the 
comparable periods last year.  The principal reason for the decrease in 
revenues for the nine months and ended September 30, 1997 was the decrease in 
gain on investment in marketable trading securities.  The principal reason for 
the increase in revenues for the three months ended September 30, 1997 was an 
increase in gain on investment in marketable trading securities.

Operating expenses decreased to $78,396 for the nine months ended September 
30, 1997, as compared to $84,263 for the comparable period last year.  
Operating expenses increased to $44,743 for the three months ended September 
30, 1997 as compared to $21,457 for the comparable period last year.  Income 
before provision for income taxes for the nine months ended September 30, 1997 
was $94,237 as compared to income of $258,440 for the same period last year.  
The decrease in income of $164,203 is principally due to a decrease in gain on 
investment in marketable securities of $164,117, and the disposition of the 
Company's investment in its wholly-owned subsidiary, Hi-Tech Leasing, Inc.

Registrant knows of no trends or uncertainties that have had, or that the 
Company reasonably expects will have a materially favorable or unfavorable 
impact on net sales or revenues or income from continuing operations.












-13-

<PAGE>

                                  PART II

Item 1.  LEGAL PROCEEDINGS

         Not applicable.

Item 2.  CHANGES IN SECURITIES

         Not applicable.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

         Not applicable.

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

         Not applicable.

Item 5.  OTHER INFORMATION

         a.     On July 28, 1997, the Company sold all of the issued and
                outstanding capital stock of Hi-Tech Leasing, Inc. to
                Corrections Services, Inc. ("CSI") in exchange for 2,000,000
                shares of CSI's authorized but previously unissued restricted
                Common Stock.

         b.     On August 26, 1997, the Company distributed 2,803,446 shares of
                its CSI restricted Common Stock to its stockholders.  The ratio
                of distribution was 0.17 shares of CSI restricted Common Stock
                for each share held of the Company's Common stock.  No
                fractional shares were issued or cash distributed in lieu of
                fractional shares.  One (1) full share of CSI Common Stock was
                distributed for each fractional share remaining.

         c.     On August 27, 1997, Norman Becker, the Registrant's President
                and a director, and Diane Aquino, the Registrant's Secretary/
                Treasurer and a director resigned as officers and directors of
                the Registrant, and Larry Schwartz ("Schwartz"), and Edward
                Meyer ("Meyer") were appointed as all of the members of the
                Registrant's Board of Directors.  Schwartz was then appointed 
                President and Meyer was appointed Secretary/Treasurer of the
                Registrant.

         d.     In addition, Schwartz entered into option agreements with the
                former officers and directors of the Registrant, pursuant to
                which he has been granted the right, until January 15, 1998, to
                purchase an aggregate of 3,500,000 shares of the Registrant's
                Common Stock from the former officers and directors at $.10
                per share.

                                    -14-
<PAGE>

         e.     In four unrelated transactions, four current stockholders of
                the Registrant sold an aggregate of 2,000,000 shares of the
                Registrant's Common Stock at $.15 per share to three
                unrelated purchasers.  The purchasers of these shares are not
                affiliated with Schwartz or Meyer or affiliated with one
                another.

         f.     On September 9, 1997, the Company entered into a preliminary
                Letter of Intent to acquire all of the issued  and outstanding
                capital stock of Michael's International Treasure Jewelry,
                Inc., a closely-held Florida corporation with several
                operating locations in the cities of Miami and Key West,
                Florida.

         g.     On October 1, 1997, the Company entered into a one year Lease/
                Purchase Agreement with Seahawk Deep Ocean Technology, Inc.
                ("Lessor") and Michael's International Treasure Jewelry,
                Inc. ("Co-Lessee") for the "Dry Tortugas Treasure" (the
                "Treasure").  The Lease/Purchase Agreement obligates Seahawk to
                lease the Treasure to the Co-Lessees for a term of one (1)
                year.  The lease provides for quarterly payments of $67,500
                and a buy-out after one (1) year purchase price of
                $2,500,000 through payment of $750,000 in cash and Vanderbilt
                Square Common Stock.  The Treasure has been appraised at
                $5,200,000 and will be displayed at Michael's flagship store
                at 400 Duval Street in Key West, Florida.  Pursuant to the
                informal co-lessee agreement between Michael's International
                Treasure Jewelry, Inc. and the Company, Michael's International
                Treasure Jewelry, Inc. will make the quarterly lease payments.
                The Company's interest in the lease is focused on the lessee's
                right to purchase the Treasure at lease end at what it views as
                a very favorable purchase price.  The Company is not itself
                bound to make any of the quarterly lease payments.  If
                Michael's International Treasure Jewelry, Inc. fails to make
                subsequent quarterly lease payments, the Company may however
                elect to do so to protect its interest in the buy-out right.
                There is no present assurance that the Company will be able
                to exercise the co-lessee's buy-out right at lease end in 
                any event.  The initial quarterly lease payment was made by
                Michael's International Treasure Jewelry, Inc.  Michael's
                International Treasure Jewelry, Inc. expects to garner
                additional retail revenues through its display of the
                Treasure to more than make the quarterly lease payments.

     
Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

The Registrant filed three (3) Current Reports on Form 8-K during this 
reporting period on the following dates:

          July 28, 1997
          September 2, 1997
          September 9, 1997



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<PAGE>

                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                                                               
                                           VANDERBILT SQUARE CORP.


Date: November 21, 1997                    BY:/s/Larry Schwartz
                                              Larry Schwartz, President
































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