UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549


                                  FORM 10-QSB-A
                                  AMENDMENT #1

           Quarterly Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934

For the quarter ended     September 30, 1997 Commission File Number      0-28960

                          DECOR GROUP, INC.
        (Exact name of registrant as specified in its charter)


                 Delaware                                   13-3911958
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)

           320 Washington Street
           Mt. Vernon, New York                                10553
 (Address of principal executive offices)                   (Zip code)

Registrant's telephone number, including area code:              (914) 665-5400
                                                  -----------------------------


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  and  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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock.  As of November  13, 1997 there were  1,709,176  shares of common
stock outstanding.


<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY


INDEX


                                                                    Page to Page


Part I Financial Information

Item 1: Explanation of Amendment to Consolidated Financial Statements    1

     Consolidated Financial Statements:

     Consolidated Balance Sheet as of September 30, 1997 [Unaudited]     2     3

     Consolidated Statements of Operations for the three and six months
     ended September 30, 1997 and 1996 [Unaudited]                       4

     Consolidated Statement of Stockholders' Equity for the six months
     ended September 30, 1997 [Unaudited]                                5

     Consolidated Statements of Cash Flows for the six months ended
     September 30, 1997 and 1996 [Unaudited]                             6     7

     Notes to Consolidated Financial Statements [Unaudited]              8
     15

Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations                                     16    20

Signature                                                               21



<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY
FORM 10-QSB-A - SEPTEMBER 30, 1997


EXPLANATION OF AMENDMENT

1-The write-off of goodwill and other intangible assets has been reversed. [See 
  Note 1G to the Financial Statements]

  In September of 1997, the Company  recorded a writedown for goodwill and other
  intangible assets,  including  intellectual property rights in connection with
  the November 1996 acquisition of the assets and certain liabilities of Artisan
  House. The writedown  eliminated goodwill and other intangible assets with the
  exception of the  non-compete  agreement.  The intangible  assets and goodwill
  were  determined to have become  impaired at September 30, 1997 as a result of
  flagging  sales volume growth  brought about by  competitive  pressures and an
  expectation  of  escalating   operating  costs.   Consequently  the  projected
  undiscounted cash flows from the assets were substantially  below the carrying
  value of the Company's assets.

  Closer scrutiny of foreign competitors' products in late November and December
  of 1997 and early  1998  revealed  that  their  level of  quality  is  clearly
  inferior  to that of the  Company's.  Consequently,  the  foreign  competition
  addresses a market which Artisan House does not. This competition is no longer
  expected to affect Artisan House's ability to sustain its pricing and position
  in its primary markets.

  Further, the fear of union activity in Artisan House's manufacturing  facility
  and the  inherent  threats of labor cost  increases,  that would come with it,
  have  dissipated  as a consequence  of new,  formalized  performance  and wage
  programs  that  management  implemented  in the latter  part of  November  and
  December  of 1997 and  early  1998,  the end of year  bonuses  distributed  in
  December 1997 and wage  adjustments that have been announced to take effect in
  early 1998.

  Finally,  a recent  instance of infringement of several of the Artisan House's
  copyrighted products,  which was investigated in late November and December of
  1997,  and the  ensuing  legal  intervention  we  were  able  to  affect  have
  illuminated  the significant  residual value in Artisan  House's  intellectual
  property rights.

  In light of this additional  information the Company  re-forecasted  its sales
  and expenses  and  prepared  revised  cash flow  projections  which  support a
  reversal of the write-off of goodwill and other intangible assets

2-Disclosure of a stock option provision of the employment agreement with the 
  Seller from whom the Company purchased the assets and certain liabilities of 
  Artisan House, Inc. was added. [See Note 7A]




<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY


CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1997.
[UNAUDITED]


Assets:
Current Assets:
      Cash                                                       $     517,324
      Accounts Receivable [Net of Allowance of $150,549]               892,885
      Inventories                                                      798,315
      Prepaid Expenses and Other Current Assets                        131,739

      Total Current Assets                                           2,340,263

Property and Equipment [Net of Accumulated Depreciation of $411,801]   113,575

Other Assets:
      Goodwill [Net of Accumulated Amortization of $105,760]         1,671,576
      Other Intangible Assets [Net of Accumulated Amortization 
       of $42,143]                                                     557,857
      Other Assets                                                      50,506

      Total Other Assets                                             2,279,439

      Total Assets                                                  $4,733,777





The Accompanying Notes are an Integral Part of These Consolidated Financial 
Statements.


<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY


CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 1997.
[UNAUDITED]




Liabilities and Stockholders' Equity:
Current Liabilities:
      Accounts Payable and Accrued Expenses                    $       511,338
      Due to Stockholders                                              273,785
      Accrued Compensation and Benefits - Former Officer               232,005
      Accrued Costs for Restructuring                                  230,375
      Line of Credit                                                   221,320
      Current Portion of Long-Term Debt                                 60,013
      Accrued Interest - Related Party                                  18,221

Total Current Liabilities                                            1,547,057

Long-Term Debt                                                         617,282

Total Liabilities                                                    2,164,339

Commitments and Contingencies [7]

Stockholders' Equity:
Preferred  Stock,  $.0001 Par Value Per Share,  35,000,000  Blank  Check  Shares
  Authorized of which  5,000,000 are Convertible  Non-Voting  Series A - 250,000
  Shares Issued and Outstanding;  20,000,000  Non-Convertible  Voting Series B -
  20,000,000  Shares Issued and Outstanding;  10,000,000  Non-Voting  Series C -
  54,934 Issued and Outstanding 2,030

Additional Paid-in Capital - Preferred Stock                         2,423,970

Common Stock - $.0001 Par Value, Authorized 20,000,000 Shares,       1,709,176
Issued and Outstanding                                                     171

Additional Paid-in Capital - Common Stock                            4,052,752

Accumulated Deficit                                                 (3,175,818)

Deferred Compensation                                                 (733,667)

Total Stockholders' Equity                                           2,569,438

Total Liabilities and Stockholders' Equity                          $4,733,777

The Accompanying Notes are an Integral Part of These Consolidated Financial 
Statements.


<PAGE>



DECOR GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]

<TABLE>

                             Three months ended                 Six months ended
                                September 30,                     September 30,

                            1997                    1996              1997            1996

<S>                      <C>                     <C>        <C>                  <C> 
Revenues                 $     1,154,748               --   $     2,603,442             --
Cost of Revenues                 569,497               --         1,319,776             --
Gross Profit                     585,251               --         1,283,666             --
Selling, General and
Administrative
Expenses:
Administrative                 1,032,869           15,067         1,677,193        153,918
Expenses
Selling Expense                  466,396               --           697,971             --
Total Selling, General         1,499,265           15,067         2,375,164        153,918
and Administrative
Expenses
[Loss] from                     (914,014)         (15,067)       (1,091,498)      (153,918)
Operations
Other Income
[Expense]:
Loss on Sale of               (1,112,873)               --       (1,112,873)             --
Investment in Related
Party
Interest Income                       --            1,555                --          1,555
Miscellaneous Income             102,861               --            31,152             --

Interest Expense -                (5,612)          (1,500)          (10,774)        (1,500)
Related Party
Interest  Expense                (19,683)         (58,575)          (35,183)      (165,725)
Other [Expense]               (1,061,869)         (58,520)       (1,154,240)      (165,670)
Income - Net
[Loss] Before                 (1,949,321)         (73,587)       (2,219,176)      (319,588)
Provision for Income
Taxes
Provision for Income               1,096               --             1,096             --
Taxes
Net                         $ (1,950,417)      $  (73,587)     $ (2,220,272)    $ (319,588)
[Loss]
[Loss]                      $      (1.14)      $     (.09)     $      (1.30)    $     (.34)
Per Share
Number of Common               1,709,176          817,633         1,709,176        937,500
Shares

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

</TABLE>


<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
[UNAUDITED]

<TABLE>

                        Preferred Stock                    Common Stock                                  Unrealized
                                        Additional              Additional              Holding      Total
                                          Paid-in                           Paid-in   Accumulated  Deferred    Loss onStockholders'
                        Shares   Amount   Capital    Shares   Amount    Capital    Deficit Compensation Investment  Equity

Balance - April 1,
<S>                   <C>        <C>    <C>        <C>        <C>     <C>          <C>        <C>        <C>        <C>       
1997                  20,304,934 $2,030 $2,423,970 1,707,510  $ 171   $4,035,252   $(955,546) $(991,167) $(787,400) $3,727,310

Issuance of Common
Shares to Former
Employee [7C]                 --     --         --      1,666     --      17,500        --           --         --      17,500

Adjustment
on Disposal of Securities
Available for Sale            --     --         --         --     --          --        --           --    787,400     787,400

Amortization of Deferred
Compensation                  --     --         --         --     --          --        --      257,500         --     257,500

Net [Loss] for the six
months ended
September 30, 1997            --     --        --         --      --          --  (2,220,272)        --         --  (2,220,272)
                       --------- ------- --------- ---------  ------  ---------- -----------  ---------  --------- ----------

Balance -
September 30, 1997    20,304,934 $2,030 $2,423,970 1,709,176  $ 171   $4,052,752 $(3,175,818) $(733,667) $      --  $2,569,438
                      ========== ====== ========== =========  =====   ========== ===========  =========  =========  ==========

The Accompanying Notes are an Integral Part of These Consolidated Financial Statements.

</TABLE>

<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
                                                          Six months ended
                                                            September 30,
                                                       1 9 9 7       1 9 9 6
Operating Activities:
  Net [Loss]                                     $  (2,220,272)   $  (319,588)
   Adjustment to Reconcile Net [Loss] to Net Cash
   [Used for] Operating Activities:
   Accrued Management Fees - Related Party               45,000             --
   Stock Issued for Services - Former Employee           17,500             --
   Amortization of Deferred Compensation                257,500             --
   Accrued Interest Receivable                               --          (182)
   Interest - Cost of Bridge Warrants                        --        160,725
   Amortization of Intangibles                           56,455             --
   Depreciation                                          21,521             --
   Bad Debt Expense                                      26,807             --
   Loss on Sale of Investment in Related Party        1,112,873             --

  Changes in Assets and Liabilities:
   [Increase] Decrease in:
   Accounts Receivable                                  197,883             --
   Inventory                                            161,703             --
   Other Assets                                        (75,108)        (2,000)
   Note Receivable                                           --       (50,000)
   Related Party Receivable                                  --        (6,500)

  Increase [Decrease] in:
   Accounts Payable and Accrued Expenses               (14,060)        125,500
   Accrued Compensation and Benefit - Former Officer    232,005             --
   Accrued Acquisition Costs                           (25,263)             --
   Accrued Costs for Restructuring                      230,375             --

Net Cash - Operating Activities - Forward                24,919       (92,045)

Investing Activities:
   Cash Paid for Acquisition of Artisan House         (259,736)       (85,000)
   Collections on Note Receivable                            --         50,000
   Purchase of Fixed Assets                            (18,943)             --
   Proceeds from Sale of Investment in Related Party    487,127             --

Net Cash - Investing Activities - Forward                208448       (35,000)

Financing Activities:
   Proceeds from Line of Credit                         221,320
   Proceeds from Stockholder Loans                           --         50,000
   Proceeds from Sale of Preferred Stock                     --        826,000
   Proceeds from Sale of Common Stock                        --          8,000
   Payment of Notes and Leases Payable                (106,871)             --
   Deferred Offering Costs                                   --       (85,658)

Net Cash - Financing Activities - Forward            $  114,449     $  798,342

The Accompanying Notes are an Integral Part of These Consolidated Financial 
Statements.


<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY


CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]


                                Six months ended
                                  September 30,
                                 1 9 9 7 1 9 9 6

   Net Cash - Operating Activities - Forwarded          $24,919      $(92,045)

   Net Cash - Investing Activities - Forwarded          208,448       (35,000)

   Net Cash - Financing Activities - Forwarded          114,449        798,342

   Net Increase in Cash                                 347,816        671,297

   Cash - Beginning of Periods                          169,508         47,000

   Cash - End of Periods                               $517,324       $718,297

Supplemental Disclosures of Cash Flow Information:
   Cash paid for the periods for:
     Interest                                           $35,183            $--
     Income Taxes                                        $1,096            $--

Supplemental Disclosures of Non-Cash Investing and Financing Activities:

      During the period ended March 31, 1996, the Company recorded a discount of
$214,300  on the bridge loan  resulting  from the  issuance of warrants  for the
$250,000 bridge loan. For the period ended March 31, 1997, the Company amortized
$214,300 as interest expense.

      On March 3, 1996, the Company issued to Interiors,  Inc. 250,000 shares of
Class A Convertible  Preferred Stock and an option to purchase 20,000,000 shares
of Class B  Non-Convertible  Preferred  Stock in exchange  for  Interiors,  Inc.
issuing to the Company  200,000  shares of Common  Stock  valued at $600,000 and
200,000 shares of Series A Convertible  Preferred Stock valued at $1,000,000 and
a guarantee  with respect to certain  indebtedness  [See Notes 6,  Investment in
Interiors, Inc. and 12A, Subsequent Events - Proposed Merger].

      In March 1996,  the Company  issued  1,312,500  shares of common  stock to
seven parties for $105,000 of which  $103,000 was in cash and $2,000 was for the
fair value of  services.  At March 31,  1996,  $8,000 was  reflected  as a stock
subscription receivable and was collected on May 21, 1996.

      On November 18,  1996,  the  Company's  wholly  owned  subsidiary  Artisan
Acquisition  Corp., Inc.  purchased  substantially all of the assets and assumed
certain  liabilities of Artisan House,  Inc. for  approximately  $3,700,000,  of
which  $2,400,000  was paid in cash,  $300,000  in shares  of  common  stock and
$1,050,000  in notes.  The Company  primarily  acquired  accounts  receivable of
approximately  $1,100,000,  inventory  of  approximately  $800,000  and  assumed
liabilities of approximately $578,000.

The Accompanying Notes are an Integral Part of These Consolidated Financial 
Statements.


<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]



[1] Summary of Significant Accounting Policies

[A] Nature of  Operations  - Decor  Group,  Inc.,  a Delaware  corporation  [the
"Company"  or  "Decor"],  was  incorporated  on March 1, 1996.  The Company is a
subsidiary  of  Interiors,  Inc.  The Company was  organized  for the purpose of
acquiring  Artisan House,  Inc.  ["Artisan"].  The  acquisition was completed on
November   18,  1996.   Artisan  is  engaged  in  the  business  of   designing,
manufacturing,  marketing, selling and distributing metal wall-mounted, tabletop
and freestanding  sculptures.  Artisan manufactures its products at one location
in southern  California  and sells  through sales  representatives  and from its
regional  showrooms to furniture  retailers and department stores throughout the
United  States and  internationally.  The  transaction  was  recorded  under the
purchase method. [See Notes 2 and 6].

[B] Basis of Reporting - The accompanying  unaudited  financial  statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial  information and with the instructions to Form 10-QSB and Item
310(b)of Regulation S-B. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  the accompanying statements
include all  adjustments  which are  considered  necessary  in order to make the
interim financial statements not misleading.

[C] Cash  Equivalents  - The  Company's  policy is to classify all highly liquid
investments  with  maturity of three  months or less when  purchased  to be cash
equivalents. There were no cash equivalents at September 30, 1997.

[D] Inventory - Inventory is stated at the lower of cost or market, is comprised
of  materials,  labor and factory  overhead,  and is determined on the first-in,
first-out ["FIFO"] basis.

[E] Property and Equipment - Property and equipment is stated at cost and is net
of  accumulated  depreciation.  The  cost  of  additions  and  improvements  are
capitalized  and  expenditures  for repairs and  maintenance are expensed in the
period  incurred.  Depreciation of property and equipment is provided  utilizing
the  straight-line  method over the  estimated  useful  lives of the  respective
assets as follows:

Vehicles                            2 Years
Machinery and Equipment             1 - 5 Years
Furniture and Fixtures              5 Years

Leasehold improvements are amortized utilizing the straight-line method over the
shorter  of  the  remaining  term  of  the  lease  or  the  useful  life  of the
improvement.

[F] Marketable Securities - Statement of Financial Accounting Standards ["SFAS"]
No. 115,  "Accounting  for Certain  Investments in Debt and Equity  Securities",
addresses the accounting and reporting for investments in equity securities that
have  readily   determinable  fair  values  and  for  all  investments  in  debt
securities.  Those  investments  are to be classified  into the following  three
categories:   held-to-maturity   debt  securities;   trading   securities;   and
available-for-sale securities.

Management determines the appropriate  classification of its investments in debt
and equity securities at the time of purchase and reevaluates such determination
at each balance sheet date.  Debt securities for which the Company does not have
the intent or ability to hold to maturity are  classified as available for sale,
along with the Company's  investment in equity securities.  Securities available
for sale are  carried  at fair  value,  with any  unrealized  holding  gains and
losses,  net of tax,  reported in a separate  component of shareholders'  equity
until realized.  Trading  securities are securities  bought and held principally
for the purpose of selling them in the near term and are reported at fair value,
with  unrealized  gains and losses  included in operations for the current year.
Held-to-maturity debt securities are reported at amortized cost.




<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #2
[UNAUDITED]



[1] Summary of Significant Accounting Policies [Continued]

 [G]  Goodwill  - Amounts  paid in excess of the  estimated  value of net assets
acquired of Artisan House, Inc. were charged to goodwill. Goodwill is related to
revenues  the Company  anticipates  realizing in future  years.  The Company has
decided  to  amortize  its  goodwill  over  a  period  of  10  years  using  the
straight-line method.  Effective April 1, 1997 based upon operating management's
experienced  understanding  of the  expected  useful  lives of the  tangible and
intangible assets, the Company changed its period of amortization of goodwill to
20 years. The effect of this change will be to reduce future annual amortization
of goodwill by $75,000.  Goodwill and other  intangible  assets were  previously
written off as of September 30, 1997.  This Amendment  reverses the writedown of
the  goodwill  based upon  additional  information  obtained  after the original
filing.  [See Explanation of Amendment.] The Company's policy is to evaluate the
periods  of  goodwill   amortization  to  determine  whether  later  events  and
circumstances  warrant  revised  estimates  of useful  lives.  The Company  also
evaluates  whether  the  carrying  value of  goodwill  has  become  impaired  by
comparing the carrying value of goodwill to the value of projected  undiscounted
cash flows from acquired  assets or businesses.  Impairment is recognized if the
carrying  value of goodwill is less than the  projected  undiscounted  cash flow
from the acquired assets or business.

[H] Stock  Options  and Similar  Equity  Instruments  Issued to  Employees - The
Financial  Accounting  Standards  Board ["FASB"]  issued  Statement of Financial
Accounting   Standards   ["SFAS"]   No.   123,   "Accounting   for   Stock-Based
Compensation,"  in October 1995.  SFAS No. 123 uses a fair value based method of
accounting for stock options and similar equity instruments as contrasted to the
intrinsic valued based method of accounting  prescribed by Accounting Principles
Board ["APB"]  Opinion No. 25,  "Accounting  for Stock Issued to Employees." The
Company  adopted  SFAS No. 123 on April 1, 1996 for  financial  note  disclosure
purposes and will continue to apply APB Opinion No. 25 for  financial  reporting
purposes.

[I] Offering Costs - Such costs were recorded as a reduction of the net proceeds
of the offering.

[J]  Earnings Per Share - The number of shares to be used for earnings per share
calculation  purposes for June 30, 1996 was based on the 1,312,500 common shares
issued since the initial capitalization and, pursuant to Securities and Exchange
Commission  Staff  Accounting  Bulletin No. 83, on the  1,500,000  common shares
assumed issued from the warrants in connection  with the bridge loan, as if they
were  outstanding  since  inception to June 30, 1996 [the last period in the IPO
Prospectus] and, for September 30, 1997, the 1,709,176  shares  outstanding from
April 1, 1997. Convertible preferred stock options and warrants are not included
because the effect would be anti-dilutive.




<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #3
[UNAUDITED]



[1] Summary of Significant Accounting Policies [Continued]

[K] Risk  Concentrations - Financial  instruments  that potentially  subject the
Company to  concentrations  of credit risk include cash and accounts  receivable
arising from its normal business activities.  The Company places its cash with a
high credit quality  financial  institution and  periodically  has cash balances
subject to credit risk beyond  insured  amounts.  At  September  30,  1997,  the
Company maintained cash of approximately $394,000 in excess of insured amounts.

The Company  routinely  assesses the financial  strength of its  customers,  and
based upon factors surrounding the credit risk of its customers,  established an
allowance for uncollectible accounts of $150,549 and as a consequence,  believes
that its  accounts  receivable  credit risk  exposure  beyond this  allowance is
limited. The Company does not require collateral on its accounts receivable.

[L] Use of Estimates - The  preparation  of financial  statements  in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

[M] License  Agreements - The Company currently  manufactures a small segment of
its  products  pursuant  to license  agreements.  Generally,  all of the license
agreements are non-exclusive,  permit sales in the United States and require the
Company to make periodic  royalty  payments based upon revenues from the sale of
licensed works.

[N] Principles of Consolidation - The consolidated  financial statements include
the  accounts of the  Company  and its  subsidiary.  All  material  intercompany
accounts and transactions are eliminated.

[2] Acquisition - Artisan

On November 18, 1996, the Company's wholly owned subsidiary Artisan  Acquisition
Corp.,  Inc.  purchased  substantially  all of the  assets and  assumed  certain
liabilities of Artisan for  $3,694,826,  of which a total of $2,400,000 was paid
in cash. A secured  promissory  note for $923,496 was issued to the seller.  The
note provides for the payment to the seller of the following: a) $100,000 within
90 days after the  closing,  b) beginning  120 days after the closing,  60 equal
monthly  payments of $13,989  bearing an  interest  rate of 8%, and c) a balloon
payment of $150,000 concurrent with the 60th installment.  The required payments
under (a) and (c) did not provide for interest and were  discounted at 8% giving
rise to a discount  of $48,387  which will be  amortized  to  interest  expense.
Separately,  the seller was issued  50,000  shares,  giving  effect to the stock
dividend and the reverse stock split, of Decor common stock, valued at $300,000.
The  Company  recorded  additional  costs of the  acquisition  of  approximately
$25,263 and $236,102 at March 31, 1997 and  September  30,  1997,  respectively,
which  represented  the excess fair value over the prescribed  contract  amounts
[See Note 8]. The $236,102 was accrued and expensed at September  30, 1997, as a
result of  management's  settlement  with the seller and its  assessment  of the
impairment of goodwill and other intangible assets. The transaction was recorded
under the purchase method. Goodwill and other intangibles totaling approximately
$2,119,000 were amortized  between 15-20 years using the  straight-line  method.
Goodwill and other  intangible  assets which were  previously  written down have
been  reversed by  amendment.  [See  Explanation  of  Amendment.]  Operations of
Artisan are included with the Company from November 19, 1996 onward.  The assets
and liabilities of Artisan are combined with those of the Company as of November
18, 1996.







DECOR GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #4


<PAGE>



[UNAUDITED]



[2] Acquisition - Artisan [Continued]

The following unaudited pro forma combined results of operations account for the
acquisition as if it had occurred at the beginning of the periods presented. The
pro forma results give effect to amortization  of goodwill and other  intangible
assets,  interest expense,  employment  contracts,  consulting  agreements,  and
options issued.
                                                        Six months ended
                                                      September 30, 1 9 9 6

Total Revenues                                        $     2,708,000

Net [Loss]                                            $      (540,000)

Net [Loss] Per Common Share                           $          (.58)

Weighted Average Number of Common Shares
Outstanding                                                   937,500

These pro forma amounts may not be  indicative  of results that  actually  would
have  occurred if the  combination  had been in effect on the date  indicated or
which may be obtained in the future.

[3] Inventories

The components of inventory were as follows:

Raw Materials     $     345,424
Work-in Process         186,561
Finished Goods          266,330

      Totals      $     798,315

During  September  1997,  the Company  wrote-off  obsolete  inventory of $67,330
resulting from lack of market demand.  This write off is included in the cost of
revenues.

[4] Related Party Transactions

[A] Note Receivable - Interiors - On March 5, 1996, the Company advanced $50,000
with 8% interest to a firm that renders management services to the Company.  The
Company was repaid on April 16, 1996. Interest income of $250 was recorded as of
March 31, 1996. On August 29, 1996 and September 13, 1996, the Company  advanced
an additional $50,000 with 10% interest.
The Company was repaid on November 15, 1996.

[B] Management Agreements - On May 28, 1996, the Company entered into a two year
management  agreement  with  Interiors,  Inc.  which  specializes  in  the  home
furnishings  and decorative  accessories  industries.  The agreement calls for a
management  fee of $90,000 or 1.5% of gross  sales,  whichever  is greater,  per
annum. The management fee has been accrued  quarterly and will be paid quarterly
to the extent that there is excess cash flow available to the Company as defined
in the agreement.  No payment in any quarter will exceed 50% of excess cash flow
as defined.  The agreement  has a term of two years with renewal  options at the
mutual consent of both parties [See Note 12A - Proposed Merger]




<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #5
[UNAUDITED]



[4] Related Party Transactions [Continued]

[C] Due to  Stockholder - Interiors - Interest at 8%, or  approximately  $8,164,
has been accrued on the outstanding balance due to Interiors of $230,285 for the
six months ended September 30, 1997 [See Note 12A - Proposed Merger].

[D] Stockholders'  Loans Payable - The Company received $35,500 in June 1996 and
$8,000 in July 1996 in loan  proceeds.  The notes bear interest at 12% per annum
and have a maturity  date in April  1998.  Interest  expense  for the six months
ended September 30, 1997 was $2,610.

[5] Commitment Letter - Secured Loan Agreement

On May 31, 1996, the Company received a commitment letter for a revolving credit
agreement for a maximum loan amount of  $1,100,000.  The agreement  requires the
satisfaction of a number of conditions prior to funding including the completion
of a due diligence review. The terms of the loan include an annual interest rate
of prime plus 4%, a management fee of 3% of sales, a security interest in all of
the Company's accounts receivable,  inventory,  and equipment,  and any proceeds
therefrom,  a personal  guaranty by the Company's  Chairman of the Board,  and a
prepayment  fee of  $25,000.  In the event that the Company is unable to satisfy
such  conditions,  the Company will not receive the proceeds from such loan. Due
to the  consummation  of a new agreement in July 1997, the Company  allowed this
commitment letter to expire.

On July 1, 1997,  Artisan  obtained an accounts  receivable based line of credit
for up to $600,000  with interest at prime plus 5.5% secured by all of Artisan's
assets and guaranteed by Decor and Interiors,  Inc. The amount  available  under
the line of credit at September 30, 1997 was $228,933.

[6] Investment in Interiors, Inc. - Related Party

On March 3, 1996, the Company issued to Interiors, Inc. 250,000 shares of Series
A Non-Voting  Convertible  Preferred Stock and an option to purchase  20,000,000
shares of Series B Non-Convertible Voting Preferred Stock for $2,000 in exchange
for Interiors, Inc. issuing to the Company 200,000 shares of Common Stock valued
at $600,000 and 200,000 shares of Series A Convertible Preferred Stock valued at
$1,000,000. This option was exercised in September of 1996. On May 28, 1996, the
Company  entered  into a  management  agreement  with  Interiors,  Inc.  whereby
Interiors,  Inc.  will  provide the Company  certain  marketing  and  management
services  [See  Note 4B].  The  exchange  of  shares  between  the  Company  and
Interiors,  Inc. was pursuant to the Company's  intentions to secure the ongoing
and long-term  availability  of these  services.  In September 1997, the Company
sold all of the common and preferred  shares of Interiors  stock to an unrelated
party for gross  proceeds  of  $487,127  and,  accordingly,  realized  a loss of
$1,112,873. As of September 30, 1997, Interiors, Inc. owned approximately 79% of
the  Company's  total voting stock  outstanding  assuming no  conversion  of the
Series A and Series C Preferred Stock [See Note 12 - Proposed Merger].

[7] Commitments and Contingencies

[A]  Employment  Agreement - Seller - Artisan's  employment  agreement  with the
seller was terminated  effective July 8, 1997. In connection with the settlement
agreement in September 1997 with CIDCOA International, Inc. ["CIDCOA"], formerly
known,  as  Artisan  House,  Inc.  [See  Note 8],  the  Company  reinstated  the
employment  agreement  with the seller.  Accordingly,  the  Company  accrued all
salary and benefits owed to the seller in the amount of $217,379 as of September
30, 1997.

On October 30, 1996,  the Seller's  employment  agreement was amended to provide
for the issuance of options to purchase  50,000 shares of the  Company's  common
stock on each of the  first  and  second  anniversaries  of the  agreement.  The
options are exercisable at $ .0001 per share commencing the date of issuance and
expiring in four years. The Company recorded deferred  compensation cost for the
fair value of the options in the amount of  $1,000,000  as of November  18, 1996
and amortized $178,233 as compensation expense for the year ended March 31, 1997
and $250,000 for the six months ended September 30, 1997.




<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #6
[UNAUDITED]



[7] Commitments and Contingencies [Continued]

[B] Consulting  Agreement - On March 1, 1997,  Artisan entered into a consulting
agreement  to provide  Artisan  with such  consulting  services as  requested in
connection  with  the  stabilization,   updating  and  transition  of  Artisan's
accounting systems. The Company has agreed to pay $11,500 per month for the term
of the Consulting  Agreement.  The initial term of the  Consulting  Agreement is
three [3] months with two, one month extensions.  This agreement expired in July
1997.

[C]  Termination  Agreement  -  Under  a  termination  agreement  with a  former
employee,  the Company was required to pay severance in the amount of $3,889 per
month for 18 months beginning April 1997. In addition,  the Company was required
to provide various other minimal  benefits to the former  employee.  The Company
recorded a liability for the total compensation payments of $70,000 at March 31,
1997. In June 1997,  the Company  ceased paying the severance pay required under
this  termination  agreement.  In  August  1997,  the  Company  entered  into  a
settlement  agreement  with the former  employee which called for the payment of
$45,000 and the issuance of 1,666 shares of the Company's  common stock,  with a
value of $17,500.  The stock shall be  restricted  for a period of twelve months
after the date of issuance.

[8] Legal Proceedings

In March 1997,  CIDCOA  brought an arbitration  proceeding  against the Company,
currently  settled,  alleging that it had failed to pay CIDCOA  additional  sums
owed to it in connection  with the  Company's  purchase of all of the assets and
assumption of  substantially  all of the liabilities of Artisan.  CIDCOA alleged
that  it  was  owed  a  purchase  price  adjustment.   The  Company  denied  the
allegations,  and  brought  counterclaims  against  CIDCOA  alleging  breach  of
contract,  breach of warranty,  misrepresentation and fraud by CIDCOA. In August
1997, CIDCOA filed a motion seeking to enforce an alleged  settlement  agreement
made by the parties.  In September  1997, the Company  entered into a settlement
agreement with CIDCOA  included in which was the payment of (i) a purchase price
adjustment of approximately  $100,000 and (ii) $158,438  representing the market
value as of June 13, 1997 of 10,000  registered shares of the Company which were
never issued to CIDCOA. In addition,  the settlement  confirms that the original
amount of the promissory note is $926,400 and confirms that the monthly payments
under the note shall be $13,989,  reinstates the terminated employment agreement
with Henry  Goldman [See Note 7A] and provides for the Company to bring  current
all  disputed  payments  and amounts due Goldman and CIDCOA  under the  original
purchase and employment  agreements.  Further, the settlement agreement provides
that obligations to CIDCOA and Goldman under the promissory note, the employment
agreement and Artisan  House's real property lease for its operating  facilities
will be guaranteed by the Company and Interiors, Inc.

[9] Capital Stock

[A] Stock  Dividends - On December 3, 1996,  the Board of  Directors  declared a
dividend on its shares of Common Stock,  distributable to stockholders of record
of the Company as of December 16, 1996 on the basis of two additional  shares of
Common  Stock for each one share of common  stock  previously  outstanding.  All
share data in the financial statements have been adjusted for this dividend.

[B] Series B Preferred Stock Dividend - In January of 1997, the Company issued a
dividend on its Series B Preferred Stock payable to the stockholder of record as
of December  16,  1996 on the basis of 1 share of Series B  Preferred  Stock for
each 1 share of Series B Preferred Stock  outstanding.  All share data have been
adjusted for this dividend. In addition,  the resolution was made that if at any
time the Company's  Board of Directors and  stockholders  approve an increase in
the number of  authorized  shares of Series B  Preferred  Stock to not less than
30,000,000  shares,  then the Series B Preferred  stockholder shall be issued an
additional 10,000,000 shares of Series B Preferred.


<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #7
[UNAUDITED]



[9] Capital Stock [Continued]

[C] Reverse Stock Split - Effective October 8, 1997, the Company completed a one
share for three shares  reverse stock split of its common stock.  All shares and
per share amounts have been restated  retroactively.  Any fractional shares will
be  purchased  by the  Company at the  average  closing bid and ask price of the
common stock of the Company as of October 8, 1997.

[10] New Authoritative Pronouncements

The  FASB  issued  SFAS No.  128,  "Earnings  Per  Share,"  and  SFAS  No.  129,
"Disclosure of Information  about Capital  Structure" in February 1997. SFAS No.
128  simplifies  the  earnings  per  share  ["EPS"]  calculations   required  by
Accounting Principles Board ["APB"] Opinion No. 15, and related interpretations,
by replacing the  presentation  of primary EPS with a presentation of basic EPS.
SFAS No. 128  requires  dual  presentation  of basic and diluted EPS by entities
with complex capital structures.  Basic EPS includes no dilution and is computed
by dividing  income  available to common  stockholders  by the  weighted-average
number of common  shares  outstanding  for the period.  Diluted EPS reflects the
potential  dilution of securities that could share in the earnings of an entity,
similar  to the  fully  diluted  EPS of APB  Opinion  No.  15.  SFAS No.  128 is
effective for financial  statements issued for periods ending after December 15,
1997,  including  interim periods;  earlier  application is not permitted.  When
adopted,  SFAS No. 128 will require  restatement  of all  prior-period  EPS data
presented;  however,  the Company has not sufficiently  analyzed SFAS No. 128 to
determine  what effect SFAS No. 128 will have on its  historically  reported EPS
amounts.

SFAS No. 129 does not change any previous  disclosure  requirements,  but rather
consolidates existing disclosure requirements for ease of retrieval.

The FASB has issued SFAS No. 130, "Reporting Comprehensive Income."  SFAS No. 
130 is effective for fiscal years beginning after December 15, 1997.  Earlier 
application is permitted.  Reclassification of financial statements for earlier 
periods provided for comparative purposes is required.  SFAS No. 130 is not 
expected to have a material impact on the Company.

The FASB has issued SFAS No. 131, "Disclosures About Segments of an Enterprise 
and Related Information."  SFAS No. 131 changes how operating segments are 
reported in annual financial statements and requires the reporting of selected 
information about operating segments in interim financial reports issued to 
shareholders.  SFAS No. 131 is effective for periods beginning after 
December 15, 1997, and comparative information for earlier years is to be 
restated.  SFAS No. 131 need not be applied to interim financial statements in 
the initial year of its application.  SFAS No. 131 is not expected to have a 
material impact on the Company.

[11] Restructuring Plan

[A] In  September  of 1997,  the  Company  commenced  and  finalized  efforts to
formulate a restructuring  plan to satisfy its various investor  constituencies.
Such efforts have  included  the  retention of various  advisors and analysis by
management  to  develop  an exit plan and  strategy  to  address  the  Company's
financial situation and disappointing financial performance.





<PAGE>



DECOR GROUP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Sheet #8
[UNAUDITED]



[11] Restructuring Plan [Continued]

[A] [Continued] - In September 1997, the Company's  management  approved an exit
plan which  addresses  the above  concerns by improving  the  manufacturing  and
administrative   operations   of  the  Company  for  growth   through   improved
competitiveness, quality and effectiveness.

Accrued  restructuring  costs and charges  include the cost of shutting down the
current  operations  and moving  expenses to a new  location  for  approximately
$20,000 and the  projected  cost  differential  between the  projected  sublease
income and the lease  obligations  on the  current  premises  subject to Artisan
House's move in the amount of $210,375.

[12] Subsequent Event

[A]  Proposed  Merger - On October 20,  1997,  the Company  received a letter of
intent from Interiors,  Inc. whereby Interiors,  Inc. will acquire the remaining
shares of Decor Group, Inc. it does not currently own. Interiors,  Inc. would be
the  surviving  corporation  and all the  outstanding  shares of Decor  would be
canceled.  The merger  consideration  to be delivered by Interiors,  Inc. to the
stockholders of Decor Group,  Inc. for the shares of common stock outstanding at
the date of closing of the proposed transaction will be an aggregate $10 million
of common stock of Interiors,  Inc.  subject to a fair market value  adjustment.
There can be no assurance that the proposed transaction will be completed.





 .   .   .   .   .   .   .   .   .   .   .


<PAGE>



Item 2.

DECOR GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS



OVERVIEW

Decor Group, Inc. [the "Company" or "Decor"] was formed in March of 1996.  The 
primary activities of Decor prior to the acquisition of Artisan House, Inc. 
["Artisan"] on November 18, 1996 for approximately $3,700,000, was investing and
financing activities.  Artisan is engaged in the design, manufacturing and 
marketing of metal wall-mounted, tabletop and freestanding sculptures.

On March 3, 1996, the Company issued to Interiors, Inc. 250,000 shares of Series
A Non-Voting  Convertible  Preferred Stock and an option to purchase  20,000,000
shares of Series B Non-Convertible Voting Preferred Stock for $2,000 in exchange
for Interiors, Inc. issuing to the Company 200,000 shares of Common Stock valued
at $600,000 and 200,000 shares of Series A Convertible Preferred Stock valued at
$1,000,000.  This option was  exercised in  September  of 1996.  The exchange of
shares  between the Company and  Interiors,  Inc. was pursuant to the  Company's
intentions to secure the ongoing and long-term  availability  of these services.
On May 28, 1996, the Company entered into a management agreement with Interiors,
Inc.  whereby  Interiors,  Inc. will provide the Company  certain  marketing and
management  services [See Note 4B]. In September  1997,  the Company sold all of
the common and  preferred  shares of Interiors  stock to an unrelated  party for
gross proceeds of $487,127 and, accordingly,  realized a loss of $1,112,873.  As
of September 30, 1997,  Interiors,  Inc.  owned  approximately  79% of the total
voting stock  outstanding  assuming no  conversion  of the Series A and Series C
Preferred Stock.

On October 20, 1997, the Company received a letter of intent from Interiors, 
Inc. whereby Interiors, Inc. will acquire the remaining shares of Decor Group, 
Inc.  Interiors, Inc. would be the surviving corporation and all the outstanding
shares of Decor would be canceled.  The merger consideration to be delivered by 
Interiors, Inc. to the stockholders of Decor Group, Inc. for the shares of
common stock outstanding at the date of closing of the proposed transaction will
be an aggregate $10 million of common stock of Interiors, Inc. subject to a fair
market value adjustment.  There can be no assurance that the proposed 
transaction will be completed.

The  financial  statements  consolidate  the  results of Artisan  House with the
Company commencing November 18, 1996, the date of acquisition.

RESULTS OF OPERATIONS

The Company had revenues and cost of revenues for the six months ended September
30, 1997 of $2,603,442 and $1,319,776,  respectively.  This represents Artisan's
sales and cost of sales  transactions  for six months ended  September 30, 1997.
For the quarter ended  September 30, 1997,  Artisan's  sales were  approximately
$1,200,000,  representing approximately $300,000 less than for the quarter ended
June 30, 1997,  or 20%.  This  decrease is primarily  attributable  to a general
softening  in the  home  furnishings  industry,  increased  competition,  normal
seasonality,  a sharp  decline  in export  sales and the  bankruptcy  of a major
customer.

During  September  1997,  the Company  wrote-off  obsolete  inventory of $67,330
resulting from lack of market demand.  This write off is included in the cost of
revenues.

The Company had selling,  general and administrative expenses for the six months
ended September 30, 1997 of $2,375,164 of which $1,631,617 represented Artisan's
expenses  for the six months ended  September  30,  1997.  Selling,  general and
administrative  expenses increased  approximately $600,000 in the September 1997
over  the  June  1997.  This  is  primarily  attributable  to  the  compensation
settlements  with  former  officers  of the  Company  and the costs  accrued  in
connection with the Company's restructuring plans.

For the six months ended September 30, 1997, Artisan had losses before interest,
taxes, depreciation and amortization of $84,964.


<PAGE>



DECOR GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS



RESULTS OF OPERATIONS [CONTINUED]

In  September  of 1997,  the  Company  commenced  and  finalized  its efforts to
formulate a restructuring  plan to satisfy its various investor  constituencies.
Such efforts have  included  the  retention of various  advisors and analysis by
management  to  develop  an exit plan and  strategy  to  address  the  Company's
financial situation and disappointing financial performance.

In  September  1997,  the  Company's  management  approved  an exit  plan  which
addresses the above concerns by improving the manufacturing  and  administrative
operations of the Company for growth through improved  competitiveness,  quality
and effectiveness.

Accrued  restructuring  costs and charges  include the cost of shutting down the
current  operations  and moving  expenses to a new  location  for  approximately
$20,000 and the  projected  cost  differential  between the  projected  sublease
income and the lease  obligations on the current  premises  subject to Artisan's
House move in the amount of $210,375.

During the quarter ended  September 30, 1997, the Company  realized a $1,100,000
loss resulting from the sale of its investment in Interiors, Inc.

The Company incurred a net loss of $2,220,272 for the six months ended September
30, 1997.  This includes a net loss generated by Artisan House of  approximately
$426,438 for the six months ended September 30, 1997.  Management  believes that
losses will not continue because the one time,  non-recurring  and non-operating
charges and expenses included herein will not affect the Company's results going
forward. The Company anticipates  reporting a loss of approximately $50,000 from
operations of Artisan  House for the quarter  ended  December 31, 1997 and being
profitable in the quarter ending March 31, 1998 and thereafter.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1997, Decor had working capital of $793,206. For the six months
ended  September  30,  1997,  the  Company   generated  $24,919  from  operating
activities,  generated $208,448 from investing activities and generated $114,449
from financing activities.  The cash balance at September 30, 1997 was $517,324.
Management believes that in the next twelve months cash requirements will be met
by cash provided from operations and the asset based line of credit.  Management
believes  that its  long-term  cash needs will be  provided  by  operations  and
additional debt and/or equity financing.

In  September  of 1997,  the Company  recorded a writedown to goodwill and other
intangible  assets for  approximately  $2,100,000,  including  certain  purchase
adjustments  recorded during September 1997. The writedown  eliminated  goodwill
and the other intangible assets with the exception of the non-compete  agreement
in the amount of $94,300.  The intangible assets and goodwill were determined to
have become impaired at September 30, 1997,  because the projected  undiscounted
cash flows from the assets were  substantially  below the carrying  value of the
Company's assets.  Additional  information  obtained and subsequent events which
occurred in late  November and December of 1997 caused the Company to revise its
sales and expense projections. Consequently, management determined that the cash
flow  projections  which  indicated  impairment  of the  intangible  assets were
significantly understated, impelling it to reverse the writedown of goodwill and
other intangible assets.



<PAGE>



DECOR GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS


LIQUIDITY AND CAPITAL RESOURCES [CONTINUED]

In May 1996,  the Company  entered into a management  agreement  with  Interiors
which specializes in the home furnishings and decorative accessories industries.
The  agreement  calls for a  management  fee of $90,000  or 1.5% of excess  cash
flows,  whichever is greater, per annum. The management fee is accrued quarterly
and will be paid  quarterly  to the  extent  that  there  is  excess  cash  flow
available to the Company.  Excess cash flow is defined in the  agreement to mean
cash flow from  operations  adjusted  to reflect  changes  in  working  capital,
interest payments, principal repayments and capital expenditures.  No payment in
any quarter will exceed 50% of excess cash flow as defined.  The agreement has a
term of two years with renewal options at the mutual consent of both parties.

On June 21, 1996, the Company received  commitments from its stockholders for an
additional  $50,000 in loan proceeds.  However,  the Company received $35,500 in
June 1996 and  $8,000 in July 1996.  The  remaining  balance  for $6,500 was not
required. The notes bear interest at 12% per annum.

On August 9, 1996,  the Company  agreed to issue to Interiors  28,334  shares of
Series C  Non-Voting,  Convertible,  Preferred  Stock for cash of  $425,000.  On
August 23, 1996, the Company  agreed to issue to Interiors an additional  18,750
shares of Series C NonVoting, Convertible, Preferred Stock for cash of $281,250.
On  September  6 and 13,  1996,  the  Company  agreed to issue to  Interiors  an
additional aggregate 7,850 shares of Series C Non-Voting, Convertible, Preferred
Stock for cash of $117,750.

On August 29, 1996 and  September  13, 1996,  the Company  advanced an aggregate
$50,000  with 10%  interest to a firm that  renders  management  services to the
Company. The Company was repaid on November 16, 1996.

On November 12, 1996, the Company  realized net proceeds of $2,248,033  from the
initial public offering of the Company's common stock.

On November 18, 1996, the Company issued a secured promissory note in the amount
of  $923,496  to the  seller  of  Artisan  House of which  $100,000  was paid in
February of 1997 and the balance will be paid in 60 equal  monthly  installments
of $13,989 with a final payment of $150,000 at maturity  bearing interest at 8%.
The note is  secured  by a  second  interest  on all of  Artisan's  assets.  The
non-interest bearing portion of the note was discounted at 8% which gave rise to
a discount of $48,387.

In connection  with the  acquisition,  the Company  assumed notes payable in the
aggregate  amount of $212,891 of which  approximately  $190,000  was paid off in
connection  with the  closing  of the  acquisition  and the  remaining  notes of
approximately  $23,000 bear interest ranging from 9.5% to 13.4% maturing through
2001. Such notes are collateralized by various equipment of the Company.

The Company,  entered into a three year employment  agreement with the Seller to
be effective as of the closing of the  acquisition of Artisan House,  Inc. which
was  subsequently  modified as a result of the below  settlement.  The  original
agreement  called for the Seller to be employed on a part time basis with (i) an
annual salary of $75,000, (ii) a signing bonus of $70,000,  $30,000 of which was
paid at  closing  and  $40,000  of which is to be paid in twelve  equal  monthly
installments of $3,333 during the first year of the employment agreement,  (iii)
reimbursement  of  expenses  incurred  by the  Seller  for lease  and  insurance
payments with respect to an automobile,  (iv) an annual  performance bonus equal
to 1% of Artisan's sales and 5% of the Artisan's export sales in excess of those
achieved by Artisan  House,  Inc.  for the twelve  months  ended June 30,  1996,
payable within 60 days after the end of the fiscal year, with the first and last
payments being  calculated on a pro rated basis,  (v) 2.5% of the  consideration
paid by the Company in  connection  with an  acquisition  of an unrelated  third
party  introduced  to the  Company or its  affiliates  by the Seller  subject to
certain restrictions as defined in the employment agreement, and (vi) options to
purchase  50,000 shares of the  Company's  common stock on each of the first and
second anniversaries of the agreement.


<PAGE>



DECOR GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS



LIQUIDITY AND CAPITAL RESOURCES [CONTINUED]

Artisan's  employment agreement with the seller was terminated effective July 8,
1997. In connection with the settlement  agreement in September 1997 with CIDCOA
International, Inc. ["CIDCOA"], formerly known, as Artisan House, Inc. [See Note
8],  the  Company   reinstated  the   employment   agreement  with  the  seller.
Accordingly,  the Company  accrued all salary and benefits owed to the seller in
the amount of $217,379 as of September 30, 1997.

On December 31, 1996,  Artisan  entered into a three year  employment  agreement
with Artisan's Chief Operating Officer and President for (i) an annual salary of
$100,000;  (ii) a cash bonus  equal to ten percent  [10%] of the annual  salary,
based upon the  Artisan's  net profit  before taxes  ["NPBT"];  and (iii) a cash
bonus  equal to five  percent  [5%] of the  increase  in NPBT over the  previous
fiscal year,  not to exceed 40% of the base salary.  The agreement also provides
options to purchase  10,000 shares of the Company's  Common Stock at an exercise
price of equal to  $.0001  per share  exercisable  for a period of six years for
each of the next three years.  For each of the three years ended March 31, 1998,
1999 and 2000  additional  options to purchase  10,000  shares of the  Company's
Common Stock  exercisable for a period of one year at an exercise price equal to
the average closing price of the Company's stock for the 20 days ending two days
prior to date of grant.  Continued employment by Artisan is required and Artisan
must meet or exceed 115% of the prior  year's NPBT.  In March 1997,  the officer
was  elected to the  offices of  President  and Chief  Financial  Officer of the
Company.

In March 1997,  CIDCOA  brought an arbitration  proceeding  against the Company,
currently  settled,  alleging that it had failed to pay CIDCOA  additional  sums
owed to it in connection  with the  Company's  purchase of all of the assets and
assumption of  substantially  all of the liabilities of Artisan.  CIDCOA alleged
that  it  was  owed  a  purchase  price  adjustment.   The  Company  denied  the
allegations,  and  brought  counterclaims  against  CIDCOA  alleging  breach  of
contract,  breach of warranty,  misrepresentation and fraud by CIDCOA. In August
1997, CIDCOA filed a motion seeking to enforce an alleged  settlement  agreement
made by the parties.  In September  1997, the Company  entered into a settlement
agreement with CIDCOA  included in which was the payment of (i) a purchase price
adjustment of approximately  $100,000 and (ii) $158,438  representing the market
value as of June 13, 1997 of 10,000  registered shares of the Company which were
never issued to CIDCOA. In addition,  the settlement  confirms that the original
amount of the promissory note is $926,400 and confirms that the monthly payments
under the note shall be $13,989,  reinstates the terminated employment agreement
with Henry  Goldman [See Note 7A] and provides for the Company to bring  current
all  disputed  payments  and amounts due Goldman and CIDCOA  under the  original
purchase and employment agreements. In addition, the settlement modifies certain
compensation  provisions of the employment  agreement.  Further,  the settlement
agreement  provides that  obligations to CIDCOA and Goldman under the promissory
note, the employment  agreement and Artisan  House's real property lease for its
operating facilities will be guaranteed by the Company and Interiors, Inc.

Under a termination  agreement with a former employee,  the Company was required
to pay severance in the amount of $3,889 per month for 18 months beginning April
1997.  In addition,  the Company was required to provide  various  other minimal
benefits to the former employee.  The Company recorded a liability for the total
compensation  payments of $70,000 at March 31, 1997.  In June 1997,  the Company
ceased paying the severance pay required under this  termination  agreement.  In
August 1997,  the Company  entered into a settlement  agreement  with the former
employee  which  called for the  payment of $45,000  and the  issuance  of 1,666
shares of the Company's common stock,  with a value of $17,500.  The stock shall
be restricted for a period of twelve months after the date of issuance.

On July 1,  1997,  Artisan  obtained a line of credit  for up to  $600,000  with
interest at prime plus 5.5% secured by all of Artisan's assets and guaranteed by
Decor and  Interiors,  Inc.  The  amount  available  under the line of credit at
September 30, 1997 was $228,933.


<PAGE>



DECOR GROUP, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS




NEW AUTHORITATIVE PRONOUNCEMENTS

The  FASB  issued  SFAS No.  128,  "Earnings  Per  Share,"  and  SFAS  No.  129,
"Disclosure of Information  about Capital  Structure" in February 1997. SFAS No.
128  simplifies  the  earnings  per  share  ["EPS"]  calculations   required  by
Accounting Principles Board ["APB"] Opinion No. 15, and related interpretations,
by replacing the  presentation  of primary EPS with a presentation of basic EPS.
SFAS No. 128  requires  dual  presentation  of basic and diluted EPS by entities
with complex capital structures.  Basic EPS includes no dilution and is computed
by dividing  income  available to common  stockholders  by the  weighted-average
number of common  shares  outstanding  for the period.  Diluted EPS reflects the
potential  dilution of securities that could share in the earnings of an entity,
similar  to the  fully  diluted  EPS of APB  Opinion  No.  15.  SFAS No.  128 is
effective for financial  statements issued for periods ending after December 15,
1997,  including  interim periods;  earlier  application is not permitted.  When
adopted,  SFAS No. 128 will require  restatement  of all  prior-period  EPS data
presented;  however,  the Company has not sufficiently  analyzed SFAS No. 128 to
determine  what effect SFAS No. 128 will have on its  historically  reported EPS
amounts.

SFAS No. 129 does not change any previous  disclosure  requirements,  but rather
consolidates existing disclosure requirements for ease of retrieval.

The FASB has issued SFAS No. 130, "Reporting Comprehensive Income."  SFAS No. 
130 is effective for fiscal years beginning after December 15, 1997.  Earlier 
application is permitted.  Reclassification of financial statements for earlier 
periods provided for comparative purposes is required.  SFAS No. 130 is not 
expected to have a material impact on the Company.

The FASB has issued SFAS No. 131, "Disclosures About Segments of an Enterprise 
and Related Information."  SFAS No. 131 changes how operating segments are 
reported in annual financial statements and requires the reporting of selected 
information about operating segments in interim financial reports issued to 
shareholders.  SFAS No. 131 is effective for periods beginning after 
December 15, 1997, and comparative information for earlier years is to be 
restated.  SFAS No. 131 need not be applied to interim financial statements in 
the initial year of its application.  SFAS No. 131 is not expected to have a 
material impact on the Company.

IMPACT OF INFLATION

The Company does not believe that inflation has had a material adverse effect on
sales or  income  during  the  past  periods.  Increases  in  supplies  or other
operating costs could adversely affect the Company's  operations;  however,  the
Company  believes it could increase prices to offset increases in costs of goods
sold or other operating costs.


<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.

            Decor Group, Inc.





Date: February 10, 1997       By: /s/ Dennis D'Amore
                                 -------------------------------------
                                 Dennis D'Amore
                                 President and Chief Financial Officer



<PAGE>