<PAGE>


                                               Total number of pages: 23
                                               Index to Exhibits: page 20
                     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 April 30, 1997. Commission File Number
    0-15089.

       PATHFINDER DATA GROUP INC. (formerly RAINBOW EQUITIES,LTD.)
    ----------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

                Colorado                            84-0906205
    ----------------------------------------------------------------------
        (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)             Identification No.)

        20 Commerce Park North,  Bedford, New Hampshire, 03110
    ----------------------------------------------------------------------
                (Address of principal executive offices)      (Zip Code)

    Registrant's telephone number, including area code: (603) 628-2888

    Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each Exchange on
            Title of each Class                     which registered
            -------------------                 ------------------------

                NONE                                    NONE

    Securities registered pursuant to Section 12(g) of the Act:

                        Common Stock, $.001 par value
    ----------------------------------------------------------------------
                             (Title of Class)

    Indicate  by  check  mark  whether  the  registrant (1)  has  filed all
    reports required to be filed by  Section 13 or 15(d) of the  Securities
    Exchange  Act  of 1934  during  the  preceding  12  months (or for such
    shorter period that the registrant was required to file  such  reports),
    and (2) has  been  subject  to such filing requirements for the past 90
    days.

        Yes ____.       No _X___.

      The number of shares of the Common Stock of the Registrant outstanding
    on June 30, 1997 was 2,176,192.  The  aggregate   market value of voting
    stock of the Registrant held by non-affiliates of  the  Registrant as of
    June 30, 1997  was approximately $9,000.

                    DOCUMENTS INCORPORATED BY REFERENCE
See Exhibit Description Index on Page  20   .


</PAGE>

<PAGE>
                                PART I

    ITEM 1.   Business

    General

    The Registrant was incorporated under the laws of the State of Colorado
    on March 11,1983 under the name Sterling Properties,Ltd. to engage  in,
    the business of investing and dealing in all types of real property. On
    June 6, 1983 the Registrant changed its name to  Rainbow Equities,Ltd.,
    and again on October 31, 1986 , the Registrant  changed its name to its
    present one, Pathfinder Data Group Inc.

    Prior to its acquisition of Pathfinder Database, Inc.  described below,
    the Registrant's  activities  were  limited  (i) to  the purchase of a
    commercial building  in  Aurora,  Colorado  in  January, 1984, which it
    subsequently sold on November 1, 1985 for $600,000 in cash and (ii) the
    acquisition for $1,000,000 on  January 21, 1985 of  3,600,000 shares of
    Dallas Investments,Inc.,  a Utah corporation  which operated  a country
    club resort and  interval  ownership  development  located near Dallas,
    Texas,  which shares were sold back to  Dallas Investments,Inc. on July
    15, 1986 for nominal consideration.

    On May 7, 1986,  the  Danzar  Investment  Group, Inc. ("Danzar"), 12740
    Hillcrest Road, Suite 209, Dallas,  Texas 75230,  executed an agreement
    to sell 51,749,271 shares of the Registrant to Allan S.Wolfe (President
    of the Registrant)  in exchange for  $30,000.00.   On May 19, 1986, the
    closing took place.In conjunction with the transaction described above,
    the Registrant  executed  on  May 7, 1986,  a  Stock Purchase Agreement
    with Allan S. Wolfe, Sidney Hoffman  and Martin Littleton  whereby  the
    Registrant was to  issue an  additional  950,000 shares  of its  Common
    Stock in exchange for all of the issued and outstanding Common Stock of
    Pathfinder Database, Inc.   ("Pathfinder"),  a privately-held  Delaware
    corporation  with its former  offices at  27 Zachary Road,  Manchester,
    New Hampshire 03103. Prior to May 7, 1986, the Registrant had  disposed
    of its principal asset and as of April 30, 1986 ( end  of  fiscal year)
    the Registrant showed assets of $5,770 and liabilities of $1,417.   The
    Registrant was inactive and essentially a "public shell" at the time of
    Allan S. Wolfe's stock purchase.

    At the Annual Meeting of the Registrant's Shareholders held on  October
    29, 1986,  the Shareholders  approved  a reverse stock split of 1 share
    for each 100 shares then issued and outstanding  in order to accommodate
    the  Registrant's  issuance  of 950,000  shares of its  Common Stock to
    Wolfe,  Hoffman  and Littleton  for all of the  shares of Pathfinder as
    described  above.   The Registrant's  shareholders  then  approved  the
    purchase  of  all of  the  shares  of  Pathfinder  in exchange  for the
    Registrant's shares.

                                        2

 </PAGE>
 <PAGE>


    On December 1, 1986,  Wolfe purchased  from Littleton  40,000 shares of
    the Registrant's common stock at $.75 per share.  The purchase took the
    form of a note cancellation by Wolfe. In addition, on December 22,1986,
    the Registrant purchased the balance of the shares  owned by  Littleton
    (163,045) at an average price of $.037 per share. On September 21,1987,
    a then Board Member  ( Daniel Wettreich)  exercised options  purchasing
    90,000 shares of  common stock  at $.10 per share,  all pursuant to the
    Registrant's Stock Option Plan. The balance of Wettreich's options  for
    an additional 10,000 shares expired without his exercise thereof.

    In December, 1988, the Registrant transferred to its wholly owned,newly
    formed  Delaware  corporation,  Database Technologies Inc. ("DTI"), its
    database which forms the basis of this new corporation. DTI is and will
    be  providing data  to insurance  companies  for  claims  handling  and
    ultimately for its product replacement.

    Subsequent to the aforementioned  transfer,  the Registrant  sought SEC
    approval by No-Action Letter permitting  the Registrant  to spin-off by
    way of a stock distribution the stock it held in DTI.  After  obtaining
    from the SEC a No-Action Letter dated January 25, 1989,  DTI filed Form
    10 and Amendments with the SEC effective May 26, 1989.  Thereafter, the
    Registrant distributed DTI shares to its shareholders on a  one for one
    basis to stockholders of record on June 9, 1989.  Stock certificates of
    DTI were mailed to the Registrant's shareholders on July 7, 1989.

    The Registrant, through its wholly-owned subsidiary Pathfinder Database
    Inc. ("Pathfinder"), was engaged in the business of the replacement  of
    products  as a  result of  insurance losses.  Pathfinder provided these
    services to  property  and  casualty  insurance companies.  The product
    replacement service allows insurance companies to  replace  merchandise
    lost through either fire, natural disaster, or theft with new products.
    Through agreements with  major manufacturers,  Pathfinder  had products
    shipped directly to the insured in settlement of claims made.

    Experiencing  significant  cash problems,  on June 30, 1989  Pathfinder
    filed in the United States Bankruptcy Court, District of New Hampshire,
    (Docket No. BK-89-606),  a voluntary  Petition  seeking  reorganization
    under Chapter 11 of the Bankruptcy Code. Pathfinder, as a result of its
    inability to devise a successful Plan of Reorganization,  was converted
    to a Chapter 7 liquidating proceeding by the Bankruptcy Court, December
    13, 1989.   As a  consequence thereof,  the  Registrant  was without an
    operating business.The case was closed as a "no-asset" case on February
    4, 1994, as per the Trustee's request.

                                        3
</PAGE>
<PAGE>



    During the period Pathfinder did business as a Debtor-in-Possession  it
    sold,  pursuant to  a Court Order,  its  Atlanta, Georgia operation for
    $30,000, $5,000 cash and a note of $25,000. All of these properties are
    in the hands of the  Liquidating Trustee  appointed  by the  Bankruptcy
    Court.

    In addition, the Registrant sold the premises in which it had maintained
    its offices on Zachary Road in Manchester, New Hampshire to  Stephen C.
    Buckawicki on  November 8, 1969  for $160,000.  After  payment of  the
    various  liens,  including  a first  mortgage,  the  Registrant  netted
    $15,619.85. On November 29,1989 the Registrant sold to James A Hanover,
    Sr. its stock interest in Allan James Inc. for $60,000, $5,000  in cash
    and the balance by a note of $55,000.

    As a result of the appointment of a Liquidating Trustee for  Pathfinder
    and the sale by the Registrant of the real property on Zachary Road and
    its stock interest in Allan James Inc., the registrant was  essentially
    without assets.

    Customers

    Inasmuch as approximately  75 % of the  Registrant's revenues  had been
    derived from sales by Pathfinder  to one  customer,  Allstate Insurance
    Company ("Allstate"), termination of its business  with the  Registrant
    effectively precluded Pathfinder from remaining a viable business,which
    in turn deprived the Registrant of its only operating entity.Presently,
    as the Registrant does  not have  any operating  units,  it is  without
    customers.

    Competition

    The Registrant faced competition from other companies providing similar
    services,  some of  which  were larger  and have  substantially greater
    financial  resources,  business  experience,  technical  resources  and
    marketing organizations.

    Government Regulation

    Compliance with  federal,  state and local provisions  which  have been
    enacted  or  adopted  to  regulate  the discharge of materials into the
    environment or otherwise relating to the protection of the environment,
    has not had in the past, and the Registrant believes,  will not have in
    the future,  a material effect upon the capital expenditures,  earnings
    or competitive position of the Registrant.


                                     4
</PAGE>
<PAGE>


    Employees

    Presently, the Registrant does not have any employees.

    The Registrant has  never had a work  stoppage and regards its employee
    relations as satisfactory.The Registrant's employees are not covered by
    collective bargaining agreements.

    ITEM 2.   Properties

    The  Registrant occupies one (1) premise,as a tenant of space which is
    located  at  20 Commerce  Park North,  Bedford,  New  Hampshire 03110,
    and consists of a small part of the approximately  500  square feet of
    office space leased by Dataware Technologies,LLC.

    ITEM 3.   Legal Proceedings

    The Registrant is not involved in any material legal proceedings.

    ITEM 4.   Submission of Matters to a Vote of Security Holders

    Inapplicable.




                                     5
</PAGE>
<PAGE>


                                    PART II



     ITEM 5.   Market for the Registrant's Common Stock and Related
              Securities Holder Matters

    (a) The  Registrant's  Common  Stock  is  traded  over-the-counter. The
    following  sets  forth  the range  of  the  closing  bid prices for the
    Registrant's Common Stock for the period July 31, 1986 through December
    31,1989. These prices represent dealer quotations, and do not represent
    actual transactions, and do not include  retail  mark-ups or mark-downs
    or commissions.  The  prices  were determined from information obtained
    from the National Quotation Bureau Incorporated.

    Month                       Low Bid                       High Bid
    -----                       --------                        -------
    July 31, 1986                 $0.50*                       $1.50*
    October 31, 1986               0.50*                        1.00*
    January 31, 1987               1.00                         1.50
    April 30, 1987                 0.75                         1.25
    July 31,1987                   0.75                         1.00
    October 31, 1987               0.50                         0.75
    January 31, 1988               0.375                        0.625
    April 30,1988                  0.375                        0.625
    July 31, 1988                  0.375                        0.375
    October 31, 1988               0.50                         0.50
    January 31, 1989               0.50                         0.50
    April 30, 1989                 1.00                         1.00
    July 31, 1989                   .05                          .05
    October 31, 1989                .05                          .05

    Commencing with January 1, 1990, the bid has never varied from $0.01.
    At the present time there is no quoted market for the shares.
    ____________________________________________________________________
        *Adjusted to reflect the reverse stock split of 1 for 100 which
    occurred in November, 1986.

    The  approximate number of holders of record of the  Common Stock of
    the Registrant as of December 31, 1996 was 786.

    No cash dividends have ever been declared by the Registrant.  While the
    payment  of  cash dividends rests within the discretion of the Board of
    Directors,  the Registrant proposes to retain earnings,  if any, in the
    foreseeable future for use in the  development of  its  business. It is
    not anticipated  that cash dividends will be paid  in  the  foreseeable
    future.  The  payment  of dividends is contingent upon future earnings,
    if any,  the Registrant's financial condition and capital requirements,
    general business conditions and other factors.






                                      6

</PAGE>
<PAGE>

    ITEM 6.   SELECTED FINANCIAL DATA

         The Financial Data for the year ending April 30, 1997 is the same
    as the years ending , April 30, 1993,  April 30, 1994,  April 30, 1995
    and April 30, 1996 , all of  which are on file with the commission.







                                       7
</PAGE>
<PAGE>

    ITEM 7.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations

              The  Registrant's  principal business was providing services
         to property  and  casualty  insurance  companies.  As  previously
         discussed,the Registrant does not conduct any business presently.

         Sales & Revenues

              The Registrant has not generated any sales or revenues since
         it's wholly owned subsidiary, Pathfinder Database, Inc. which had
         filed a Chapter 11 petition  converted to a  Chapter 7  filing in
         December 1989. This was the Registrant's sole source of sales and
         revenues.

         Operating Costs and Expenses

               The Registrant does not incurred any operating costs or any
         expenses because it has effectively ceased operations.  Any small
         expenses incurred through filings etc. are paid  by the  majority
         shareholder, Chairman and President of the Registrant.

         Liquidity and Capital Resources

               The Registrant's  effort, to  raise  a sufficient amount of
         capital for its wholly owned subsidiary, Pathfinder Database Inc.
         to continue its operations was unsuccessful. Therefore Pathfinder
         Database,Inc. was forced seek protection under  Chapter 11 of the
         Bankruptcy Code,on June 30, 1989.All sources of capital responded
         negatively to the Registrant's proposals.

               Unable to develop a Plan or Reorganization, the subsidiary
         Pathfinder Database, Inc. was  converted to  a  Chapter 7 by the
         Bankruptcy Court and closed as a "no asset" case.

               Thus at the present time the Registrant does not have  any
         liquidity or capital resources available.




                                       8
</PAGE>
<PAGE>


    ITEM 8.   Financial Statements and Supplementary Data

    See the following pages.  The Table of Contents to Financial Statements
    and Supplementary Data is found at Item 14.





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

         There  were  no  disagreements  with any of the Registrant's
     accountants on any matter of accounting principals or practices,
     financial  statement disclosure, or auditing scope of procedure,
     in connection  with the  audits  of said fiscal year or any such
     engagement,   which   disagreements  if  not  resolved  to  then
     satisfaction  of  such   accountants   would  have  caused  such
     accountants to  make  reference in  connection with their report
     to the subject matter of the disagreement.

                                      9

</PAGE>
<PAGE>

BERRY,DUNN.McNEIL & PARKER
CERTIFIED PUBLIC ACCOUNTANTS
MANAGEMENT CONSULTANTS


INDEPENDENT AUDITORS' REPORT


The Stockholders and Board of Directors
Pathfinder Data Group, Inc.

We have audited the accompanying  balance sheets of Pathfinder Data Group, Inc.
as of April 30, 1997 and 1996,  and  the related  statements of operations and
cash  flows  for the  years  then  ended.  These financial  statements are the
responsibility of the Company's management.  Our  responsibility is to express
an opinion on these  financial  statements  based on our audits. The financial
statements  of  Pathfinder  Data  Group, Inc. as of April 30, 1995,  have been
audited by other auditors. That report, dated September 22, 1995, expressed an
unqualified  opinion  on  those  statements,  with  an  explanatory  paragraph
regarding  the  uncertainty  of  the  entity's  ability to continue as a going
concern.

We  conducted  our  audits in  accordance  with  generally  accepted  auditing
standards. Those  standards  require  that  we plan  and perform the audits 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 provides a reasonable basis
for our opinion.

In our opinion,  the financial statements referred to above present fairly, in
all material respects,the financial position of Pathfinder Data Group, Inc. as
of April 30, 1997 and 1996, and the results of their operations and their cash
flows for the years ended April 30,1997 and 1996, in conformity with generally
accepted accounting principles.

The accompanying  financial  statements  have  been prepared assuming that the
Company will continue as a going concern.   As discussed in the footnote,  the
Company has no assets,  liabilities  or  operating business.  Because of these
factors,  there is substantial doubt about its ability  to continue as a going
concern.   Management's plans  in regard to these matters are discussed in the
footnote.  The financial statements do not include  any adjustments that might
result from the outcome of this uncertainty.

Berry,Dunn,McNeil & Parker

Manchester, New Hampshire
November 30, 1998
                                     10

</PAGE>
<PAGE>

                       PATHFINDER DATA GROUP, INC.

                             Balance Sheets

                          April 30, 1997 and 1996


<TABLE>
<CAPTION>

                                 ASSETS
                                                            1997       1996

<S>                                                    <C>         <C>
 Total assets                                          $      -    $      -



                       LIABILITIES AND SHAREHOLDERS' DEFICIT


                                                            1997       1996
<S>                                                    <C>         <C>
 Total liabilities                                     $      -    $      -

 Shareholders' deficit
   10% Series A cumulative convertible preferred stock,
    par value $.001; authorized 100,000 shares; stated
    value $10; issued and outstanding 7,600 shares        76,000     76,000
   Common stock - $.001 par value; authorized
    125,000,000 shares; issued and outstanding
    2,176,192 shares                                       2,176      2,176
   Additional paid-in capital                            167,414    167,414
   Accumulated deficit                                  (245,590)  (245,590)

                                                       $       -  $       -


</TABLE>


The accompanying note is an integral part of these financial statements.

                                    -2-

                                    11
</PAGE>
<PAGE>

                        PATHFINDER DATA GROUP, INC.


                         Statements of Operations

                  For the Years Ended April 30, 1997,1996 and 1995

<TABLE>

<CAPTION>
                                         1997          1996    1995
<S>                                      <C>           <C>     <C>
Revenue                                  $  -         $  -    $   -

Operating expenses

        Loss from operations                -              -       -

Nonoperating income                         -              -       -
      Net loss                           $  -          $   -   $   -

Loss per common share                    $.00          $ .00   $ .00


</TABLE>




The accompanying note is an integral part of these financial statements.

                                   -3-

                                    12

</PAGE>
<PAGE>

                          PATHFINDER DATA GROUP, INC.

                           Statements of Cash Flows

                  For the Years Ended April 30,1997, 1996 and 1995

<TABLE>
<CAPTION>

                                               1997         1996    1995

<S>                                            <C>          <C>     <C>
  Cash flows from operating activities

        Net loss                               $  -         $  -    $  -

          Net cash used in operating activities   -            -       -

  Net increase in cash                            -            -       -

  Cash, beginning of year                         -            -       -

  Cash, end of year                             $.00        $.00    $.00



</TABLE>





The accompanying note is an integral part of these financial statements.


                                  -4-

                                   13
</PAGE>
<PAGE>

                             PATHFINDER DATA GROUP, INC.

                           Notes to Financial Statements

                             April 30, 1997,1996 and 1995


1.	Organization

        Pathfinder Data Group, Inc. (the Company) has no assets, liabilities,
        or  operating  business.  It  has  no  plans  to acquire assets or an
        operating business.   The  Board  of  Directors is actively seeking a
        buyer which can benefit from its  publicly  traded status.  Given the
        above, additional, customary footnote  disclosures  are not deemed as
        being required  to present  the  accompanying financial statements in
        accordance with generally accepted accounting principles.




                                     -5-

                                     14
</PAGE>
<PAGE.


                                     PART III

   ITEM 10.   Directors and Executive Officers

        Name                            Age      Position
        ----                            ---      --------

   Allan S. Wolfe (1)                    65      Chairman of the Board,
                                                 President and Treasurer

   Betty Wolfe                           60      Secretary and a Director

   Robert A. Boyd                        62      Director

   Directors  are  elected to serve one-year terms and until successors are
   duly  elected  and  qualified.  Officers  serve at the discretion of the
   Board of Directors. A description of the directors follows:

   (1)   Mr. Wolfe is the only director and officer who will be actively
         engaged on a daily basis in the Registrant's business.

   ALLAN S. WOLFE, 65,  is the President,  Treasurer, Chairman of the Board
   of  Directors,  and  majority  shareholder  of  the  Registrant.  He has
   been Chief Executive Officer of Pathfinder from October, 1984  to present
   and President,  Treasurer,  and  Chairman of the Board  of the Registrant
   since May, 1986; from 1980 to 1984 he was Vice President of Audio of  New
   England, Inc. , a corporation engaged in the same business as Pathfinder,
   as well as the retailing of hi-fi equipment to the public. He also serves
   since November , 1988  as President, Treasurer, and Chairman of the Board
   of Database Technologies,Inc.  He was elected a Director of Camelot Corp.
   in May 1993 a public corporation headquartered in Dallas, Texas.

   BETTY WOLFE, 60,  was formerly employed by Pathfinder Database, Inc. and
   Pathfinder Data Group Inc. since 1984. She is the wife of Allan S. Wolfe,
   President of the Registrant. Her capacity with Pathfinder Database, Inc.
   and Pathfinder Data Group Inc. was that of secretary and bookkeeper. Her
   functions were administrative. She also serves on the Board of Directors
   of Database Technologies,Inc.

   ROBERT A. BOYD,  62, is Product Manager of Interealty Corporation. Prior
   this position he was Vice  President  of  Product  Planning for Realtron
   Corporation. Prior to this position he was President of the Reeves Group
   Inc.,  a wholly  owned  subsidiary  of  Realtron  Corporation  which was
   engaged  in new business development. Prior to that  position  Executive
   Vice President of Realtron Corporation,  computer  online and publishing
   services  vendor  to the real estate industry.  Immediately prior to his
   employment with Realtron Corporation,  he  was a partner of  The Roberts
   Company, computer  systems  consultants  to Real Estate Boards, Multiple
   Listings  Services  and Multiple Listings Services vendor.

   At the Annual Meeting of the Registrant's Stockholders  held October 28,
   1988,  the  Stockholders  approved  an  amendment  to  the  Articles  of
   Incorporation which  to  the  fullest  extent  permitted by the Colorado
   Corporation  Code  eliminates  the  liability  of  the  directors of the
   Registrant  to the Registrant or its stockholders for   monetary damages
   for breaches of their fiduciary duties as directors.

                                   15
</PAGE>
<PAGE>


   ITEM 11.   Executive Compensation

              There is no executive compensation.

   Each of the directors serves until the next annual meeting of stockholders.
   Each  executive  officer  serves at the pleasure of the Board of Directors.

   On June 1, 1986, the Registrant granted to each of  Allan S. Wolfe,  Sidney
   Hoffman,  Martin Littleton   (then  a  Director  and Vice  President of the
   Registrant) stock options to purchase  100,000 shares  of the  Common Stock
   of the Registrant at an exercise price of $.10 per share for a term of  ten
   years pursuant to the  Registrant's  Non-Qualified Stock Option Plan  which
   was approved by the stockholders of the Registrant at its annual meeting on
   October 29, 1986 (the "Plan").  The options  granted to Mr. Littleton  have
   since lapsed.

   An aggregate of 400,000 shares  of the  Registrant's  Common Stock had been
   reserved for issuance under the Plan.   The Plan,  which is administered by
   the Board of Directors, permits options to be granted (i) only to officers,
   directors and employees of the Registrant and its subsidiaries and  (ii) at
   prices not less than the fair market value on the grant.   Options  granted
   under the Plan must be exercisable no later than ten years  after the  date
   of grant and are non-transferable by the optionee,  except in the event of
   death.

   The following  said  options  have been  exercised.  On September 21, 1987,
   Wettreich exercised his options purchasing 90,000 shares at $.10 per share.
   He did not  exercise  his  remaining  options for  10,000 shares which have
   since expired.The stock options originally granted Littleton,a former Board
   member,have since expired. At the October 28, 1987 Board Meeting,additional
   stock options were granted to Robert A. Boyd and  E. Joseph Simmon, Jr.  of
   50,000 shares each at the  market price as of  October 27, 1987,  which was
   $.50 per share.   Mr. Simmons  resigned on  July 29, 1988  and his  options
   expired.

   On December 30, 1988, Mr. Wolfe exercised his options, purchasing  100,000
   shares at $.10 per share. On May 8, 1989 Mr. Hoffman, a former director,who
   resigned June 29, 1989, exercised his options,  purchasing  100,000  shares
   at $.10 per share.  On April 26, 1989,  Mr. Boyd  exercised  his options on
   10,000 shares at $.50.All remaining options have expired or were cancelled.

   The Registrant currently maintains no employee benefit plans other than the
   Plan but may in the future adopt pension, profit-sharing and other employee
   benefit plans.
                                          16

</PAGE>
<PAGE>


   ITEM 12.   Security Ownership of Certain Beneficial
              Owners and Management

   Security Ownership of Certain Beneficial Owners
   -----------------------------------------------

   The  following  table  sets  forth information, after distribution, with
   respect  to  each  person  known to the management of the Registrant who
   will  be  the  beneficial  owner of more than five percent of the Common
   Stock of the Registrant.  To  the knowledge of the Registrant, each such
   stockholder  will  have sole voting power and sole investment power over
   the securities.

   Name and Address              Amount and Nature                Percent
   of Beneficial Owner           of Beneficial Ownership          Of Class
   -------------------           -----------------------          --------

   Allan S. Wolfe                    1,283,658  (1)                 56.27%
   38 Mulberry Lane
   Bedford, NH  03110

   Sidney Hoffman                      178,789  (2)                  7.83%
   151 Tremont Street
   Boston MA  02111

   Zara E. Wettreich and               109,881  (3)                  4.81%
   Hermina Inc.
   TR/O Wettreich Heritage Trust
   w/Agrmt dtd 4/28/86
   12740 Hillcrest Road
   Dallas, TX  75230


   Robert A. Boyd                       59,030  (4)                  2.58%
   4101 N.E. 24th Ave.
   Lighthouse Point
   Florida 33064
   ---------------------------
   (1)  Includes  1,000 shares in  the name  of Betty Wolfe,  a director of
        Registrant and  wife of Allan S. Wolfe.  On August 1, 1989 Allan S.
        Wolfe sold 20,000 shares.

   (2)  Sidney Hoffman  sold 18,000  shares between May 1, 1989 and June 7,
        1989.

   (3)  Daniel Wettreich,a former President and Director of the Registrant,
        is the husband of Zara E. Wettreich.

   (4)  Includes presently exercisable options held by Mr. Boyd to purchase
        40,000 shares of Common Stock.



                                            17
</PAGE>
<PAGE>



    Security Ownership of Management
    --------------------------------

    The  following  table  sets  forth,  after distribution,  the number of
    shares of Common Stock,  $.001 par value per share,  of  the Registrant
    beneficially  owned  by each director and all directors and officers of
    the  Registrant  as  a  group.  Except  as  otherwise  noted, the named
    individual  will  have sole voting power and sole investment power over
    the securities.

    Name of                     Amount and Nature               Percent
    Beneficial Owner            Beneficial Ownership            of Class
    ----------------            --------------------            --------

    Allan S. Wolfe                   1,282,658                  56.27%  (1)

    Betty Wolfe                          1,000

    Robert A. Boyd                      59,030                   2.58%  (2)

    All directors and officers       1,342,688                  58.85%
    as a group (3 persons)

    ----------------------------
    (1)  The combined percentage interest of Allan S. Wolfe and Betty Wolfe.

    (2)  Includes presently exercisable options held by Mr. Boyd to purchase
         40,000 shares of Common Stock.

    There are no arrangements known to the Registrant,the operation of which
    at a subsequent date may result in a change of control to the Registrant.


    ITEM 13.   Certain Relationships and Related Transactions

    On May 7, 1986,  Danzar  Investment  Group, Inc.,  which  was  the then
    controlling stockholder of the Registrant, executed an  agreement  with
    Allan S. Wolfe,  pursuant  to  which Danzar sold to Mr. Wolfe on May 9,
    1986,  51,749,271  shares  of the Registrant,  which on the date of the
    transaction  constituted  approximately  51%  of  the  then  issued and
    outstanding  shares  of  Common Stock  of the  Registrant at a purchase
    price of $30,000. As a consequence of such transaction,  Allan S. Wolfe
    became a controlling person of the Registrant.

                                          18


</PAGE>
<PAGE>



    In a related transaction,  on May 7, 1986,  the Registrant and Allan S.
    Wolfe, Martin Littleton and Sidney Hoffman  ( collectively,  the "Wolfe
    Group") entered into a Stock Purchase Agreement, pursuant to which  the
    Registrant agreed to purchase all of the issued and outstanding  shares
    of capital stock of Pathfinder Database,Inc. a Delaware Corporation, in
    consideration of  the  issuance  to the  Wolfe Group of an aggregate of
    950,000 shares of the Common Stock ( post reverse split shares ) of the
    Registrant, subject to the approval of the  proposed  sale by  the then
    stockholders of the Registrant.

    On  October  1986,  following  the approval by the  stockholders of the
    Registrant of a  1 for 100  reverse split  of the  Registrant's  Common
    Stock and the aforesaid issuance of 950,000 post-split shares of Common
    Stock  to the Wolfe Group,  the Registrant  issued  to  Messrs.  Wolfe,
    Littleton and Hoffman,  650,166,  203,045  and 96,789  shares of Common
    Stock respectively,  in  exchange for all of the issued and outstanding
    shares  of capital stock of Pathfinder.

    On December 1, 1986,  Allan S. Wolfe  purchased  from Martin Littleton,
    40,000 shares of the Registrant's Common Stock.   On December 22, 1986,
    the  Registrant  repurchased  from  Mr. Littleton,  who  resigned  as a
    director  of the Registrant, the  remaining  163,045  shares  of Common
    Stock of the Registrant then owned by  Mr. Littleton  for an  aggregate
    purchase price of $6000.

    On  September 21,  1987,  Daniel Wettreich,  a Board member,  exercised
    options purchasing 90,000 shares of common stock at $.10 per share, but
    failed to  exercise  the remaining  options  to purchase  an additional
    10,000 shares which have since expired.  At the October 28, 1987  Board
    Meeting additional stock options were granted to Robert A. Boyd  and E.
    Joseph Simmons, Jr. of 50,000 shares at 2/3  of the market price  as of
    October 27, 1987, which was $.50 per share.   The options  issued to E.
    Joseph Simmons, Jr. have since lapsed.

    On December 30, 1988 Allan S. Wolfe purchased 100,000 shares of  common
    stock at $.10 per share exercising his options. On April 26,1989 Robert
    A. Boyd exercised his options on 10,000 shares at $.50  per share.   He
    has remaining options on 40,000 shares at $.50 per share. On May 8,1989
    Sidney Hoffman,  a former director,  exercised  his  options purchasing
    100,000 shares at $.10 per share.

    The Registrant sold  from its treasury  100,000 shares  to  Robert  and
    JoAnne Olender and  50,000 shares to  Sheldon Maschler.  The sales took
    place February 17, 1989 and March 20, 1989, respectively.  In addition,
    Robert A. Boyd purchased from the treasury an additional  3,045  shares
    on April 3, 1989.

    A former director of the Registrant, Sidney Hoffman, sold 18,000 shares
    of the Registrant's stock between May 1, 1989 and June 7, 1989, leaving
    him with 179,789 shares.  Allan S. Wolfe,  the principal owner, officer
    and director of the Registrant,  sold 20,000 shares on  August 1, 1989,
    leaving him with 1,282,658.
                                            19
</PAGE>
<PAGE>

                                Part IV

    ITEM 14.   Exhibits, Financial Statement Schedules and Reports
               on Form 8-K.

         (a)   The financial statements and schedules filed with this
               report are as follows:

    Pathfinder Data Group Inc.

    1.         Financial Statements                             Page
               --------------------                             ----

               Report of Independent Certified
               Public Accountant                                  10

               Statement of Consolidated Balance Sheet for
               the year ended April 30, 1997                      11

               Consolidated Statement of Operations for the
               year ended April 30, 1997                          12


               Statement of Consolidated Cash Flow for
               the year ended April 30, 1997                      13

               Notes to Consolidated Financial Statements
               April 30, 1997                                     14

    All  other schedules have been omitted because they are inapplicable or
    the  required  information  is  included  elsewhere  in  the  Financial
    Statements or the notes thereto.

         (b)   Reports on Form 8-K
               --------------------

    There are no current reports on Form 8-K filed by the Registrant during
    the quarter ended April 30,1997.

         (c)   Exhibits
               --------

    Reference is made to the Exhibit Index which begins on page 22 of this
    report.

         (d)   Financial Statement Schedules
               -----------------------------

    Reference  is  made  to the Index to Financial Statements and Schedules
    included herein.

                                           20

</PAGE>
<PAGE>

                                   Signatures
                                   ----------

        Pursuant  to  the  requirements of Section 13 or 15(d)  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.


                                           PATHFINDER DATA GROUP INC.

                                                s/Allan S.Wolfe

                                           By: ______________________
                                               Allan S. Wolfe,
                                               President and Treasurer

                                           Date: June 22, 1999

        Pursuant to the requirements of the Securities Exchange Act of
        1934,  this  Report  has  been  signed  below by the following
        persons on behalf of the  Registrant and in the capacities and
        on the date indicated:

        (i)  Principal Executive Officer and Principal Financial Officer:
             -----------------------------------------------------------

              s/Allan S. Wolfe                         June 22, 1999

             ----------------------------             -----------------
             Allan S. Wolfe - Chairman of the Board,       (Date)
                              President, Chief Executive
                              Officer and Chief Financial Officer

        (ii) A Majority of the Directors
             ---------------------------
              s/Allan S. Wolfe                         June 22, 1999

             ----------------------------             -----------------
             Allan S. Wolfe                                (Date)

              s/Betty L.Wolfe                          June 22, 1999

             ----------------------------             -----------------
             Betty Wolfe                                   (Date)

              s/Robert A. Boyd                         June 22, 1999

             ----------------------------             -----------------
             Robert A. Boyd                                (Date)



                                            21

</PAGE>
<PAGE>




                               INDEX TO EXHIBITS TO
                           ANNUAL REPORT ON FORM 10-K OF
                             PATHFINDER DATA GROUP, INC.
                      for the Fiscal Year Ended April 30, 1997

        EXHIBIT                                                 PAGE
        NUMBER          EXHIBIT DESCRIPTION                     NUMBER
        -------         -------------------                     ------

          3 (a)         Certificate if Incorporation              *
                        of the Registrant

          3 (b)         By-Laws of the Registrant                 *

          10(a)         Stock Option Plan of the                  * *
                        Registrant

          10(b)         Lease dated as of March 7, 1986           * *
                        between Equitec Real Estate
                        Investors Fund XIII and
                        Pathfinder Database,Inc.

          10(c)         Lease dated August 9, 1986                * *
                        between Pacific Farms #1 and
                        Pathfinder Replacement Services
                        of California

          10(d)         Agreement between Pathfinder              * *
                        Database Inc. and Allstate Insurance
                        Company dated August 5, 1985

          10(e)         Sales Agreement dated July 30, 1985       * *
                        between Steve Buckawicki/Lainco Inc.
                        and Allan S. Wolfe and Betty L.Wolfe:
                        assignment dated June 15, 1986 from
                        Allan S. Wolfe and Betty L. Wolfe to
                        Pathfinder Database,Inc.

          10(f)         Lease dated September 12, 1987            * * *
                        between William W. Ballreich and
                        Pathfinder Replacement Services of
                        California

          10(g)         Closing Statement of Sale by Registrant   * * * *
                        to Steve Buckawicki

          10(h)         Agreement of Sale between Pathfinder      * * * *
                        Database, Inc. and Great Lakes
                        Collections, Inc.

                                             22

</PAGE>
<PAGE>


          10(i)         Agreement of Sale between Registrant       * * * *
                        and Hanover

          10(j)         General Release Issued by Sullivan         * * * * *
                        Bille & Company to Registrant

          22(a)         List of subsidiaries

         ------------------
         * Filed with the Registrant's Registration Statement on April 22,
           1983, File No. 2-83281, and incorporated herewith by reference.

         * * Filed  with  the Registrant's  Form 10-K  for the  Ten Months
           ended April 30, 1987, and incorporated herewith by reference.

         * * * Filed  with  the  Registrant's  Form  10-K  for  the  year
           ended April 30, 1988, and incorporated herewith by reference.

         * * * * Filed  with  the Registrant's  Form 10-K  for  the  year
           ended April 30, 1989, and incorporated herewith by reference.


         * * * * * Filed  with the Registrant's  Form 10-K  for the  year
           ended April 30, 1990, and incorporated herewith by reference.

                                       23


</PAGE>