SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                        --------------------------------

                               AMENDED FORM 10K-SB

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

For the fiscal year ended                            Commission file
May 31, 1997                                              number
                                                        000-18097

                        BERNARD HALDANE ASSOCIATES, INC.
                        --------------------------------
             (Exact name of Registrant as specified in its charter)

                          QUANTUM VENTURES GROUP, INC.
                          ----------------------------
                           (Former name of Registrant)

          Florida                                          59-2720407
          -------                                          ----------
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                       Identification No.)

192 Lexington Avenue, 15th Floor, New York, New York 10016
----------------------------------------------------------
(Address of Principal Executive Offices)

444 Park Avenue South, Suite 503, New York, New York 10016
----------------------------------------------------------
(Former address of principal executive offices)

         Registrant's telephone number:                       (212) 679-3360

                   ==========================================

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

                                                 Name of each exchange
Title of each class                               on which registered
-------------------                               -------------------

     COMMON                                              NONE

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


                                     COMMON

                                (Title of Class)

                                        1
<PAGE>
Item 6. Selected Financial Data
-------------------------------

Summary of Operations:

For the Years Ended May 31, 1997, 1996, 1995, 1994 and 1993
<TABLE>
<CAPTION>
                  1997         1996         1995 (1) (2)      1994 (1) (2)     1993 (1) (2)
<S>           <C>           <C>             <C>                <C>                <C>      
Revenue


Royalty
Income        $2,480,866    $2,244,818      $1,747,988         $1,214,091         $ 959,395


Sublicense
Income        $ 159,697     $       -0-     $  104,214         $   99,625         $  19,229


Other
Income        $      -0-    $       -0-     $   35,400         $      -0-         $      -0-


Interest
Income        $ 107,232     $   99,621      $   49,785         $   14,062         $  12,464


Total
Revenues     $2,747,795     $2,344,439      $1,937,387         $1,327,778         $ 991,088


Net Income
  (Loss)     $  461,092     $  533,440      $  609,905         $  161,171         $ (89,297)


Net Income
  (Loss per
  Share of
  Common Stock)   $ .45         $0.44            $0.53              $0.16            $(.10)


</TABLE>
         (1)Restated for discontinued operations of retail travel agency.
         (2)Restated for the equity of minority interests in earnings not
previously recorded. Net income (loss) and net income (loss) per share were
reduced as follows:
                                        1995           1994        1993         
                                        ----           ----        ----         
                                        

Net income (loss)                    $ (89,200)   $ (44, 903)    $ (2,629)
Net income (loss) per share          $   (. 08)   $    (. 04)    $      -   

 

                                        2
<PAGE>
SUMMARY OF BALANCE SHEET AS OF MAY 3l
<TABLE>
<CAPTION>

                                          1997         1,996               1995 (1)        1994 (1) (2)       1993 (1) (2)
<S>                                 <C>              <C>                <C>                 <C>                <C>       
CURRENT ASSETS                      $2,572,364       $2,147,294         $ 2,007,844         $1,128,480         $  731,440
Other Assets                        $1,411,724       $1,277,536         $ 1,504,467         $1,529,655         $1,697,903
TOTAL ASSETS                        $3,984,088       $3,424,830         $ 3,512,311         $2,658,135         $2,429,343

CURRENT LIABILITIES

Account Payable
and other Current
Liabilities                         $  356,973       $  149,695         $  213,660          $  157,424         $  137,096

Current Maturities
of Long Term Debt                   $  207,316       $  245,956         $  315,951          $  307,065         $  298,860

Other Liabilities                   $  512,518       $  555,799         $  591,437          $  702,988         $  810,053

Minority Interests                  $        -       $        -         $        -          $  137,088         $   92,185

Stockholder's
Equity                              $2,879,357       $2,473,380         $2,391,263          $1,353,570         $1,091,149



TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY                              $3,984,088       $3,424,830         $3,512,311          $2,658,135         $2,429,343
</TABLE>

         (1)      Restated for discontinued operations of retail travel agency.
         (2)      Restated for minority interests not previously recorded. These
interests were purchased in the fiscal year ended May 31, 1995 and as such there
was no net effect on financial statements after that date. Stockholders equity
at May 31 1994 and 1993 ere reduced for minority interest as follows:

         Investment by minority                                        $250,000
         Share of losses 1989 to May 31, 1993                          (157,815)
                                                                       --------
         Book value of minority interest May 31, 1993                    92,185
         Share of income year ended May 31, 1994                         44,903
                                                                       --------

         Book Value of minority interest May 31, 1994                  $137,088
                                                                       ======== 
                                                                      
                                       3
<PAGE>

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

        While management remains pleased with the results of operations for the
past year, management believes that royalty revenues will not increase at nearly
the same rate as in the past. Although royalty revenues increased from
$2,244,818 to $2,480,866, the percentage increase in royalty revenue was only
11% as compared to a 28% increase from 1995 to 1996. Moreover, total royalty
revenues per office declined for the first time.' While nine new territorial
offices opened this past year and generated $159,697 in licensing fees (as
compared to no new sublicensee offices in 1996) management does not anticipate
opening a substantial number of new licensed sub licensee offices. Haldane
offices are already open in almost every major metropolitan area in the United
States and Canada. While there will likely be additional expansion into smaller
metropolitan areas, the licensing fee and the royalty revenues which can be
generated will likely be significantly less than the typical Haldane office as
the geographical and demographical market for the Haldane services and products
approach a saturation level.

         In an effort to increase its revenue base, the Company opened an office
in the United Kingdom. Due to logistical constraints, the Company experienced
only limited success with this one office. While management intends to pursue
other opportunities overseas, there can be no assurance that expansion into the
overseas market will prove successful.

         In an effort to diversify revenues, management identified a new
targeted market and developed a special program for this market, First Career.
First Career provides career management for recently graduated college students.
To date, First Career has incurred losses of $196,694 and there can be no
assurance that management will be able to reverse this trend.

         During the Company's last fiscal quarter, the Company's Board of
Directors received an offer from Mr. Weinger, Mrs. Weinger, the wife of Mr.
Weinger, and Mrs. Nadel, the wife of the Company's former president, to purchase
the shares of stock owned by the outside investors at a cost of $2.75 per share.
In conjunction therewith, the Board of Directors determined that it would be in
the best interests of the company and the outside shareholders to name two
independent directors to the Company's Board of Directors to consider and vote
upon the fairness of the offer. On April 25, 1997, Jeffrey Schachter and Gregg
Weiss were elected to the Board of Directors. In order for the Board to

                                       4
<PAGE>

determine the fairness of the offer, Laidlaw & Co. was retained to render a
fairness opinion in connection with the proposed "going private" transaction.
On August 11, 1997 Laidlaw & Co. opined that from a financial point of view, it
is their opinion that the public shareholders would be entitled to receive the
sum of $3.00 per share. After reviewing the fairness opinion, Mr. and Mrs.
Weinger and Mrs. Nadel increased their offer to purchase the shares of common
stock owned by the public investors to $3.00 per share. Subsequent thereto, the
Board of Directors met and voted to accept the offer made by Mrs. Nadel and Mr.
Weinger.

        Mr. and Mrs. Weinger and Mrs. Nadel (the "Weinger-Nadel Group") have
advised the Company that (i) they intend to establish an entity ("NEWCO") for
the purpose of merging with and/or combining with the Company, and (ii) they
will contribute their shares of Common Stock in the Company to NEWCO in exchange
for securities of NEWCO. The Weinger-Nadel Groups's proposal is to be submitted
to the vote of the Company's stockholders and will be subject to their approval.
However, members of the Weinger-Nadel Group have, and therefore, NEWCO, will
have a sufficient number of votes to carry stockholder approval of the proposal.
It is anticipated that if such merger or combination is approved, all
stockholders (other than members of the Weinger-Nadel Group), will be entitled
to receive $3.00 per share for their shares of the Company's Common Stock or
such amount as if found appropriate in court assessing their rights under
Florida law. The Company anticipates making further announcements and a proxy
statement will be disseminated to all stockholders of record detailing the
proposal, the reasons for same and described stockholder rights.

LIQUIDITY CAPITAL RESOURCES

         As of May 31, 1997 the Company had $2,572,364 in current assets as
compared to $2,147,294 on May 31, 1996.

        Accounts receivable for 1997 total $419,470 as compared to $329,146 in
1996. This increase is directly attributable to the increasing royalty revenues
generated from the Haldane operation. Notes receivable increased from $134,893
to $417,179. This increase is due primarily to notes receivables from
sublicensees including sublicensee offices controlled by Mr. Weinger in the
amount of $58,799. The Company has also recorded $145,000 for deferred taxes as
compared to $83,000 in 1996. Total assets increased from $3,424,830 to
$3,984,088.

        Current liabilities increased from $395,651 to $592,213 as of May 31,
1997 due primarily to an increase in accounts payable from $56,968 to $207,316.
A significant portion of this increase is attributable to expenses associated
with the Haldane

                                       5
<PAGE>

anniversary conference in Las Vegas, Nevada. Long term debt was reduced from
$541,080 to $498,839.

         For 1996, cash flow from operating activities totaled $750,972 as
compared to $746,509 in 1996 and $885,897 in 1995.

         The Company believes that its current cash position and working capital
are sufficient to meet its operational requirements for the coming year. Royalty
revenues from licensee offices and the sale of territorial rights to the Bernard
Haldane offices are expected to be sufficient to meet the Company's ongoing
operational expenses. Management does not anticipate the need for any
significant capital expenditures in the coming year@ which would require any
third party financing. Nor does the Company believe that there is any material
risk of any sublicensee seeking rescission pursuant to any technical violations
of state franchising statutes

RESULTS OF OPERATION

         The Company reported income from continuing operations before income
taxes of $441,150 on revenues of $2,747,795, and net after tax income of
$461,092. This compares to a net after tax income of $533,440 on revenues of
$2,344,439 for the fiscal year ended May 31, 1996 and net after tax income of
$609,905 on revenues of $1,937,387 for 1995. Royalty income from Haldane offices
increased from $1,747,988 in 1995, to $2,244,818 in 1996 and $2,480,866 in 1997.
This 11% increase from 1996 to 1997 in royalty revenue is primarily attributable
to an increase in the number of Haldane offices. Income attributable to the
discontinued operations of Quantum Tours was $19,942 in 1997 as compared to
$19,996 in 1996 and a loss of $31,701 in 1995.

         Payroll, general and administrative costs increased from $1,147,271 in
1996 to $1,658,353. This increase can be attributable to increased costs and
expenses associated with the operations, management and oversight of the Haldane
operations, increased costs and payroll expenses at the Company's executive
offices as well as costs associated with the development of the First Career
college program. In addition, this past year the company sponsored in Las Vegas,
Nevada its 50th anniversary conference. The affair was attended by licensed
owners and their staff. The Company arranged for speakers and training seminars
in addition to sponsoring an awards banquet during the four day conference. The
decline in the Company's net income from 1996 to 1997 is directly attributable
to funding First Career and the cost of the anniversary conference.

         Advertising expenditures increased from $$73,538 to $78,544. This small
increase in advertising expense is due to costs in

                                       6
<PAGE>


marketing the First Career college program.

        Income before taxes was $752,318 as compared to $841,768 in 1996 and
$639,606 in 1995. Net income after taxes continues to decline, falling from
$609,905 in 1995 to $533,440 in 1996 and $461,092 in 1997. The Company remains
liable for federal and state income taxes at the prevailing rates on current
income as all carryforward tax losses have been utilized.

        The Company anticipates increases in royalty payments in the coming year
as the existing Haldane offices generate marginal increases in revenues.
However, it is unlikely that the Company will be able to maintain its prior
growth rate as fewer new markets become available and competition in existing
markets becomes increasingly difficult.

        Management remains disappointed with the results of launch of First
Career. While the focus and pricing of the program have been modified, there can
be no assurances that the Company will be able to operate First Career
profitably in the future.

        Management does not at this time anticipate opening any company owned
offices. However, management does not wish to foreclose this option should the
opportunity arise.

                                       7

<PAGE>

                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                                      INDEX

                              FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                                      PAGE
                                                                                                      ----

<S>                                                                                                       <C>
Independent Auditors' Report                                                                            F-2

Consolidated Balance Sheets
    May 31, 1997 and 1996                                                                          F-3   -   F-4

Consolidated Statements of Income
    Years Ended May 31, 1997, 1996 and 1995                                                        F-5   -   F-6

Consolidated Statements of Changes in Stockholders' Equity
    Years Ended May 31, 1997, 1996 and 1995                                                             F-7

Consolidated Statements of Cash Flows
    Years Ended May 31, 1997, 1996 and 1995                                                        F-8   -   F-9

Notes to Consolidated Financial Statements                                                        F-10   -   F-25
</TABLE>

                                       F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Bernard Haldane Associates, Inc.


We have audited the accompanying consolidated balance sheets of Bernard Haldane
Associates, Inc. and Subsidiaries as of May 31, 1997 and 1996 and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows for each of the three years in the period ended May 31, 1997. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bernard Haldane
Associates, Inc. and Subsidiaries as of May 31, 1997 and 1996 and the results of
their operations and their cash flows for each of the three years in the period
ended May 31, 1996, in conformity with generally accepted accounting principles.




                                                   CERTIFIED PUBLIC ACCOUNTANTS

New York, New York
August 7, 1997, except for
 Note 6 (e), which is dated
 September 11, 1997

                                       F-2

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                               MAY 31,
                                                                                    ---------------------------
                                                                                        1997            1996
                                                                                    -------------  ------------
                                                                                     (Restated)      (Restated)
<S>                                                                                 <C>            <C>          
CURRENT ASSETS:
     Cash and cash equivalents                                                      $   1,698,099  $   1,559,116
     Short-term investments                                                                55,426         53,146
     Accounts receivable - net of allowance for doubtful 
        accounts of $290,000 in 1997 and $170,000 in 
        1996 (includes receivables from related parties
        of $86,413 and $105,325)                                                          419,470        329,146
     Notes receivable - net (Note 4)                                                      149,080         48,478
     Due from related parties (Note 13)                                                    11,001         28,039
     Prepaid expenses and miscellaneous receivables                                        60,158          9,734
     Deferred taxes (Note 9)                                                              145,000         83,000
     Net assets of discontinued operations (Note 14)                                         -            36,635
                                                                                    -------------  -------------

              Total current assets                                                      2,538,234      2,147,294
                                                                                    -------------  -------------
OTHER ASSETS:
     Licenses - net of accumulated amortization of
        $1,657,917 in 1997 and $1,460,376 in 1996 (Note 5)                                864,611      1,062,152
     Equipment, fixtures and leasehold improvements -
        net of accumulated depreciation of $28,871 in
        1997 and $19,549 in 1996                                                           50,831         20,031
     Security deposits and other                                                           79,103         60,460
     Notes receivable - net (includes receivables from related
        parties of $27,647 and $31,152) (Notes 4 and 13)                                  451,309        134,893
                                                                                    -------------  -------------

              Total other assets                                                        1,445,854      1,277,536
                                                                                    -------------  -------------

TOTAL ASSETS                                                                        $   3,984,088  $   3,424,830
                                                                                    =============  =============
</TABLE>

         The accompanying notes are an integral part of these statements

                                       F-3

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                                                MAY 31,
                                                                                    ---------------------------
                                                                                        1997            1996
                                                                                    -------------  ------------
                                                                                     (Restated)      (Restated)
<S>                                                                                 <C>            <C>          
CURRENT LIABILITIES:
     Cash overdraft                                                                 $        -     $      18,044
     Current maturities of long-term debt (Note 5)                                        235,240        245,956
     Accounts payable                                                                     207,316         56,968
     Accrued expenses and other current liabilities                                         8,147         12,778
     Income taxes payable                                                                 141,510         61,905
                                                                                    -------------  -------------

         Total current liabilities                                                        592,213        395,651
                                                                                    -------------  -------------

OTHER LIABILITIES:
     Long-term debt (Note 5)                                                              498,839        541,080
     Deferred rent payable                                                                 13,679         14,719
                                                                                    -------------  -------------

                                                                                          512,518        555,799

         Total liabilities                                                              1,104,731        951,450
                                                                                    -------------  -------------

COMMITMENTS AND CONTINGENCIES (Note 6)

STOCKHOLDERS' EQUITY (Note 7):
     Common stock ($.00001 par value; 950,000,000 shares
       authorized, 1,148,865 shares issued and
       outstanding)                                                                            12             12
     Additional paid-in capital                                                         2,738,015      2,738,015
     Retained earnings                                                                    647,768        186,676
                                                                                    -------------  -------------
                                                                                        3,385,795      2,924,703
     Less: Treasury stock (199,500 and 179,500 shares at cost) (Note 8)                   506,438        451,323
                                                                                    -------------  -------------

         Total stockholders' equity                                                     2,879,357      2,473,380
                                                                                    -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $   3,984,088  $   3,424,830
                                                                                    =============  =============

</TABLE>
         The accompanying notes are an integral part of these statements

                                       F-4

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                                                                   YEARS ENDED MAY 31,
                                                                     ------------------------------------------
                                                                         1997           1996            1995
                                                                     -------------  -------------  ------------
                                                                                                     (Restated)
<S>                                                                  <C>            <C>            <C>          
REVENUES:
   Royalty income (includes royalty income
     from related parties of $301,394, $243,760
     and $165,129, respectively)                                     $   2,480,866  $   2,244,818  $   1,747,988
   Interest, dividends and other income                                    107,232         99,621         49,785
   Sub-license income (includes sub-license
     income from related parties of $41,588,
     $-0- and $61,754, respectively)                                       159,697           -           104,214
   Gain on sale of investment (Note 2)                                        -              -            35,400
                                                                     -------------  -------------  -------------

         Total revenues                                                  2,747,795      2,344,439      1,937,387
                                                                     -------------  -------------  -------------

EXPENSES:
   Payroll and related costs                                               453,573        362,554        337,207
   Other general and administrative                                      1,204,780        784,717        541,426
   Amortization                                                            197,541        197,541        197,541
   Advertising                                                              78,544         73,538         46,805
   Interest                                                                 61,039         68,558         75,602
   Lawsuit judgment (Note 11)                                                 -            15,763         10,000
   Minority interests                                                         -              -            89,200
                                                                     -------------  -------------  -------------

         Total expenses                                                  1,995,477      1,502,671      1,297,781
                                                                     -------------  -------------  -------------

INCOME FROM CONTINUING OPERATIONS
   BEFORE INCOME TAXES (CREDITS)                                           752,318        841,768        639,606

INCOME TAXES (CREDITS) (Note 9)                                            311,168        328,324         (2,000)
                                                                     -------------  -------------  -------------

INCOME FROM CONTINUING OPERATIONS                                          441,150        513,444        641,606

DISCONTINUED OPERATIONS (Note 14):
   Income (loss) from operations of travel agency
     disposed of (net of income taxes of $10,000,
     $8,000 and $-0-, respectively)                                         19,942         19,996        (31,701)
                                                                     -------------  -------------  -------------


NET INCOME                                                           $     461,092  $     533,440  $     609,905
                                                                     =============  =============  -------------
</TABLE>

         The accompanying notes are an integral part of these statements

                                       F-5

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (CONTINUED)
<TABLE>
<CAPTION>
                                                                                   YEARS ENDED MAY 31,
                                                                     -----------------------------------------
                                                                         1997           1996            1995
                                                                     -------------  -------------  -----------
                                                                                                     (Restated)
<S>                                                                     <C>            <C>             <C>   
NET EARNINGS PER COMMON AND
   COMMON EQUIVALENT SHARE:
     Continuing operations (Note 15)                                    $  .43         $   .43         $  .56
     Discontinued operations                                               .02             .01           (.03)
                                                                        ------         -------         ------

                                                                        $  .45         $   .44         $  .53
                                                                        ======         =======         ======




WEIGHTED AVERAGE NUMBER OF COMMON AND
   COMMON EQUIVALENT SHARES (Note 15)                                1,029,373       1,227,894      1,161,347
                                                                     =========       =========      =========


DIVIDENDS                                                                 NONE            NONE           NONE



</TABLE>
         The accompanying notes are an integral part of these statements

                                       F-6

<PAGE>

                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                            COMMON STOCK,
                                             $.00001 PAR
                                          VALUE, AUTHORIZED    
                                         950,000,000 SHARES     ADDITIONAL        RETAINED        TREASURY STOCK
                                     -------------------------   PAID-IN          EARNINGS       ----------------
                                         SHARES        AMOUNT    CAPITAL          (DEFICIT)      SHARES   AMOUNT          TOTAL
                                     -------------  ---------  ------------      ----------     -------- --------        -------
<S>                                     <C>             <C>        <C>          <C>                       <C>            <C>       
BALANCE - May 31, 1994 -
  as previously reported                979,865         $ 10       $2,560,229   $(1,069,581)        -     $     -        $1,490,658

Prior period adjustment - error in
  recording cumulative equity of
  minority interests in losses
  (Note 18)                                -             -           (250,000)      112,912         -           -          (137,088)
                                      ---------         ----       ----------   -----------    ---------  ----------     ----------

BALANCE - MAY 31, 1994 -
  - as restated                         979,865           10        2,310,229      (956,669)        -           -         1,353,570

Exercise of stock options (Note 7)       94,000            1          201,499          -            -           -           201,500

Issuance of shares on acquisition of
  minority interests of subsidiary
  (Note 2)                               75,000            1          226,287          -            -           -           226,288

Net income for the year ended
  May 31, 1995                             -              -              -          609,905         -           -           609,905
                                      ---------         ----       ----------   -----------      -------  ----------     ----------

BALANCE - MAY 31, 1995                1,148,865           12        2,738,015      (346,764)        -           -         2,391,263

Repurchase of common stock (Note 8)        -              -              -             -         179,500    (451,323)      (451,323)

Net income for the year ended
  May 31, 1996                             -              -              -          533,440         -           -           533,440
                                      ---------         ----       ----------   -----------      -------  ----------     ----------

BALANCE - MAY 31, 1996                1,148,865           12        2,738,015       186,676      179,500    (451,323)     2,473,380

Repurchase of common stock (Note 8)        -             -               -             -          20,000     (55,115)       (55,115)

Net income for the year ended
  May 31, 1997                             -             -               -          461,092         -           -           461,092
                                      ---------         ----       ----------   -----------      -------  ----------     ----------


BALANCE - MAY 31, 1997                1,148,865         $ 12       $2,738,015   $   647,768      199,500  $ (506,438)    $2,879,357
                                      =========         ====       ==========   ===========      =======  ==========     ==========
</TABLE>
         The accompanying notes are an integral part of these statements

                                       F-7
<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                            YEARS ENDED MAY 31,
                                                                               ------------------------------------------
                                                                                   1997            1996           1995
                                                                               -------------  -------------  ------------
                                                                                                             (Restated)
<S>                                                                             <C>            <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                   $    461,092   $   533,440    $   609,905
   (Income) loss from discontinued operations                                        (19,942)      (19,996)        31,701
   Adjustments to reconcile net income to net 
     cash provided by operating activities:
       Expenses (income) not requiring the use of cash:
         Provision for losses on accounts
           and notes receivable                                                      189,173        97,469         34,866
         Depreciation                                                                  9,322         1,430          3,623
         Amortization of licenses                                                    197,541       197,541        197,541
         Gain on sale of investment                                                     -             -           (35,400)
         Interest expense - imputed                                                   45,043        52,048         60,935
         Interest income - imputed                                                   (13,167)       (6,403)        (6,994)
         Deferred income taxes                                                       (62,000)       89,000        (75,000)
         Minority interests                                                             -             -            89,200
       Changes in assets and liabilities:
         Accounts receivable                                                        (210,324)     (141,548)      (115,359)
         Prepaid expenses                                                            (50,424)       18,988        (28,628)
         Cash overdraft                                                              (18,044)       18,044           -
         Accounts payable and other current liabilities                              225,322       (82,009)        61,986
         Deferred rent payable                                                        (1,040)       10,319         (1,350)
         Net assets of discontinued operations                                        (1,580)      (21,814)        58,871
                                                                                ------------   -----------    -----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                            750,972       746,509        885,897
                                                                                ------------   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of short-term investments                                               (55,426)     (302,138)      (625,876)
   Redemption of short-term investments                                               53,146       699,868        175,000
   (Increase) decrease in due from related parties                                    17,038       231,961       (260,000)
   Acquisition of fixed assets                                                       (40,122)      (21,461)          -
   Proceeds from sale of investment                                                     -             -             5,000
   Additions to notes receivable                                                    (690,492)      (20,000)      (181,213)
   Payments of notes receivable                                                      217,468        63,249         64,650
   Security deposits                                                                 (18,643)        1,900        (55,586)
   Net assets of discontinued operations                                               2,200          (500)          -
                                                                                ------------   -----------    -----------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                 (514,831)      652,879       (878,025)
                                                                                ------------   -----------    -----------

         The accompanying notes are an integral part of these statements

                                       F-8

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                                                                                            YEARS ENDED MAY 31,
                                                                               ------------------------------------------
                                                                                   1997            1996           1995
                                                                               -------------  -------------  ------------
                                                                                                             (Restated)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on debt                                                   $    (98,000)  $   (168,000)  $  (168,000)
   Exercise of employee stock options                                                   -              -          201,500
   Repurchase of common stock                                                        (55,115)      (451,323)         -
                                                                                ------------   ------------   -----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                 (153,115)      (619,323)       33,500
                                                                                ------------   ------------   -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                               83,026        780,065        41,372

CASH AND CASH EQUIVALENTS - beginning                                              1,615,073        835,008       793,636
                                                                                ------------   ------------   -----------

CASH AND CASH EQUIVALENTS - ending
   (includes cash of discontinued operations of $-0-,
   $55,957 and $78,271, respectively)                                           $  1,698,099   $  1,615,073   $   835,008
                                                                                ============   ============   ===========


SCHEDULE OF NON-CASH INVESTING
   AND FINANCING ACTIVITIES:
     Receipt of notes receivable on sale of investment                          $       -      $       -      $    30,000
                                                                                ============   ============   ===========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for:
     Interest                                                                   $     61,039   $     68,558   $    75,602
     Income taxes                                                                    316,313        238,876        15,542

</TABLE>
         The accompanying notes are an integral part of these statements

                                       F-9

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Nature of Operations
     --------------------

     Bernard Haldane Associates, Inc. ("Haldane") through its wholly-owned
     subsidiary, DRB Ltd. ("DRB") owns the worldwide licensing rights to the
     Bernard Haldane name and system of career consulting. Haldane is the
     franchiser of 71 career consulting offices operating in the United States,
     Canada and the United Kingdom. A new wholly-owned subsidiary, First Career
     Corp. ("FCC") is developing a specifically designed career consulting
     program for graduating college students. On May 31, 1996, another
     subsidiary, Quantum Tours International, Inc. ("QT") discontinued its full
     service travel agency. All other subsidiaries are inactive.

     After giving effect to the restatement for discontinued operations,
     Haldane's operations consist of only one business segment, career
     consulting and advisory services.

     Principles of Consolidation
     ---------------------------

     The consolidated financial statements include the accounts of Haldane and
     its subsidiaries. All intercompany accounts and transactions have been
     eliminated in consolidation.

     Cash and Cash Equivalents
     -------------------------

     The Companies consider all highly liquid investments with original
     maturities of three months or less to be cash equivalents.

     Concentrations of Credit Risk
     -----------------------------

     The Companies maintain their cash balances with various financial
     institutions. Accounts at each institution are insured by the Federal
     Deposit Insurance Corporation up to $100,000. Uninsured balances aggregate
     approximately $1,615,000 and $1,363,000 at May 31, 1997 and 1996,
     respectively.

     The Companies' short-term investments include certificates of deposit of
     financial institutions with high credit ratings, which mature within one
     year. This investment policy limits the Companies' exposure to
     concentrations of credit risk.

     DRB sells franchises to individuals and corporations for both cash and
     notes. In the event of default in payment of the notes or royalties, DRB
     can repossess the office. DRB has historically experienced losses and has
     provided allowances against its notes and royalty receivables.

                                      F-10

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Equipment, Fixtures and Leasehold Improvements
     ----------------------------------------------

     Equipment and fixtures are being depreciated on an accelerated basis over
     lives of five to seven years. Leasehold improvements are being amortized
     over the lives of the leases.

     Deferred Rent Payable
     ---------------------

     Deferred rent payable represents the excess of recognized rent expense over
     scheduled lease payments which will be credited to future operations.

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

     DRB through its sale of franchise offices recognizes revenues (sub-license)
     at the time the contract is completed and when no further services are
     required. DRB also recognizes royalty revenue based on a percentage (5% to
     6%) of gross collections of counseling fees by the franchisee or the
     minimum royalty fee, whichever is greater. Allowances for doubtful accounts
     have been provided for potential losses.

     QT recognized revenue when the tour commenced. Revenue received prior to
     the commencement of the tour was deferred and recorded as unearned revenue.

     Intangible Assets
     -----------------

     The Bernard Haldane licenses acquired (approximately $1,200,000) are being
     amortized over a ten year period using the straight-line method. The cost
     of acquisitions in excess of fair value of assets acquired which has been
     allocated to licenses (approximately $1,250,000) is being amortized over
     the greater of a twenty year period (the general term of the sub-license)
     or 5% of royalty income and 50% of sub- licensing income for that
     particular year.

     Advertising Costs
     -----------------

     All costs associated with advertising and promotion are expensed in the
     year incurred.

     Foreign Exchange
     ----------------

     DRB converts its foreign currency transactions at budgeted rates which
     historically approximate the actual exchange rates for balance sheet and
     statement of income items. The amount of foreign currency exchange gains
     and losses are insignificant to the consolidated financial statements.

                                      F-11

<PAGE>

                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Net Earnings Per Common and Common Equivalent Share
     ---------------------------------------------------

     For the years ended May 31, 1997, 1996 and 1995, net earnings per common
     and common equivalent share are based on the weighted average number of
     common shares and common equivalent shares arising from dilutive stock
     options using the modified treasury stock method. Fully diluted earnings
     per common and common equivalent shares were the same as for the primary
     calculation.

     Realizability of a Deferred Tax Asset
     -------------------------------------

     The Companies have recorded a deferred tax asset of $145,000 as of May 31,
     1997. Realization is dependent on generating sufficient taxable income.
     Although realization is not assured, management believes it is more likely
     than not that all of the deferred tax asset will be realized. The amount of
     the deferred tax asset considered realizable, however, could be reduced in
     the near term if future taxable income is not sufficient.

     Use of Estimates in the Preparation of Financial Statements
     -----------------------------------------------------------

     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 these
     estimates.


NOTE 2 - ACQUISITIONS/DISPOSITIONS

     In 1989, Haldane acquired 80% of the outstanding shares of Career Services
     Management Corp. ("CSM") for $800. CSM acquired 100% of DRB for $1,250,000
     consisting of $1,000,000 in cash and a note payable of $250,000 which
     currently is $200,000 (Note 5). On February 2, 1995, Haldane acquired the
     remaining 20% of the outstanding shares of CSM for 75,000 shares of its own
     common stock (see Note 18). CSM is currently inactive.

     In April 1995, Haldane sold approximately 96% of its 80% investment in
     Andover Equitites Corp. ("Andover"). The sale consisted of cash and notes
     (see Note 4) and resulted in a $35,400 gain which is included in operations
     for the year ended May 31, 1995. Haldane's investment in Andover which
     represents approximately a 3% ownership is carried at cost and is
     insignificant.

     The acquisitions were accounted for using the purchase method of
     accounting. The purchase price was allocated to the assets acquired and
     liabilities assumed based on their estimated fair values.

                                      F-12

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 3 - NEW ACCOUNTING STANDARDS

     In March 1995, the Financial Accounting Standards Board issued Statement of
     Financial Accounting Standards No. 121 (SFAS No. 121), "Accounting for the
     Impairment of Long-Lived Assets and for Long- Lived Assets to be Disposed
     Of" which requires that long-lived assets and certain identifiable
     intangibles to be held and used by an entity be reviewed for impairment
     whenever events or changes in circumstances indicate that the carrying
     value of an asset may not be recoverable. The adoption of SFAS No. 121 had
     no effect on the Companies' consolidated financial statements since the
     Companies annually review the carrying value and the amortization of its
     intangible assets.

     In October 1995, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 123 (SFAS No. 123), "Accounting for
     Stock-Based Compensation." The Companies have adopted the disclosure-only
     provisions of SFAS No. 123 but apply Accounting Principles Board Opinion
     No. 25, "Accounting for Stock Issued to Employees" and related
     interpretations in accounting for granting of stock options.

     If the Companies had elected to recognize compensation expense for stock
     options granted based on the method presented by SFAS No. 123, net income
     and earnings per share would have been changed to the pro forma amounts
     indicated below:

<TABLE>
<CAPTION>
                                                                                    Year Ending May 31,
                                                                                --------------------------
                                                                                   1997           1996
                                                                                ----------     -----------
<S>                                                                             <C>            <C>        
              Net income - as reported                                          $  461,092     $   533,440
              Net income - pro forma                                            $  416,092     $   497,440
              Earnings per share - as reported                                        $.45            $.44
              Earnings per share - pro forma                                          $.41            $.41
</TABLE>

     The fair value of the stock options used to compute proforma net income and
     earnings per share disclosures is the estimated present value at grant date
     using the Black-Scholes option-pricing method with the following weighted
     average assumptions for 1997 and 1996: expected volatility of 11.9% and
     3.8%; a risk-free interest rate of 6.7% and 6.8% and an expected holding
     period of 10 and 7 years.

     In February 1997, the Financial Accounting Standards Board issued Statement
     of Financial Accounting Standards No. 128 (SFAS No. 128), "Earnings Per
     Share" which is effective for periods ending after December 15, 1997. The
     Companies will implement this new standard for the third quarter ending
     February 28, 1998 and for the year ending May 31, 1998. After December 15,
     1997, prior period earnings per share, which are presented, will be
     restated to conform to this new pronouncement.

                                      F-13

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 3 - NEW ACCOUNTING STANDARDS (CONTINUED)

     In June 1997, the Financial Accounting Standards Board issued Statements of
     Financial Accounting Standards No. 130 (SFAS No. 130), "Reporting
     Comprehensive Income" and No. 131 (SFAS No. 131), "Disclosures About
     Segments of an Enterprise and Related Information" which are both effective
     for periods beginning after December 15, 1997. The Companies anticipate
     implementing SFAS No. 130 for the year ended May 31, 1998 and reclassifying
     financial statements for earlier periods. Management believes that SFAS No.
     131 will not be implemented since there is only one reportable business
     segment.


NOTE 4 - NOTES RECEIVABLE

     Notes receivable at May 31, consist of the following:
<TABLE>
<CAPTION>
                                                                                    1997           1996
                                                                                -------------  ------------
<S>                                                                               <C>            <C>       
     Various non-interest bearing notes receivable in connection
       with the sale of sub-licenses                                              $  177,300     $  100,500
     LaSalle Consulting - receivable in equal monthly installments
       of $2,097 through April 2002, with interest at 24% per annum                   72,909         79,640
     Note receivable - employee/stockholder in 36 equal monthly
       installments of $589 through October 1998, including
       interest at 6% per annum                                                        9,444         16,111
     Notes receivable in connection with the sale of Andover stock
       (Note 2), originally due April 1997, extended to October 1997,
       with interest at 10% per annum                                                 30,000         30,000
     Note receivable - sub-licensee in equal monthly installments of
       $1,000 through December 1997, $2,000 from January 1998 through December
       1998 and $3,000 from January 1999 through December 2002 with a final
       payment of approximately $1,800
       in January 2003 including interest at 7% per annum                            176,795           -
     Note receivable in equal monthly installments of $5,000 through
       2001 with interest at 7% per annum                                            215,000           -
     Note receivable in equal monthly installments of $200 through
       March 1998 with the balance due April 1999, with interest at
       8% per annum; secured by stock in an affiliated company                        34,130           -
                                                                                  ----------     ----------
                                                                                     715,578        226,251
     Less:  Unamortized discounted interest imputed at 7% to 8.5%
                  on the above non-interest bearing notes                             50,189          7,880
                                                                                  ----------     ----------
                                                                                     665,389        218,371
     Less:  Allowance for credit losses on the above non-interest
                  bearing notes (see below)                                           65,000         35,000
                                                                                  ----------     ----------
                                                                                     600,389        183,371
     Less:  Current portion                                                          149,080         48,478
                                                                                  ----------     ----------
                                                                                  $  451,309     $  134,893
                                                                                  ==========     ==========
</TABLE>

                                      F-14

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 4 - NOTES RECEIVABLE (CONTINUED)

     The amounts due over the next five years, net of imputed interest of
     $50,189 and allowance for credit losses of $65,000, are as follows:

                           Year Ending May 31,
                           -------------------

                                   1998                          $  149,080
                                   1999                             140,270
                                   2000                              96,534
                                   2001                              97,766
                                   2002                              89,690
                                   Subsequent                        27,049
                                                                 ----------
                                                                 $  600,389
                                                                 ==========

     The Companies adopted Statement of Financial Accounting Standards No. 114,
     "Accounting by Creditors for Impairment of a Loan," (SFAS No. 114) and
     Statement of Financial Accounting Standards No. 118 "Accounting by
     Creditors for Impairment of a Loan - Income Recognition and Disclosures"
     (SFAS No. 118) which requires that impaired loans be measured based on the
     present value of expected future cash flows discounted at the loan's
     effective interest rate or at market price or the fair value of the
     collateral if the loan is collateral dependent. Notes receivable at May 31,
     consist of the following:
<TABLE>
<CAPTION>


                                                                         1997         1996
                                                                         ----         ----
<S>                                                                   <C>          <C>       
                      Notes receivable - impaired                     $  406,492   $  122,620
                      Less: Allowance for credit losses                   65,000       35,000
                                                                      ----------   ----------
                                                                         341,492       87,620
                      Notes receivable - not impaired
                         and no allowance for credit losses              258,897       95,751
                                                                      ----------   ----------
                                                                      $  600,389   $  183,371
                                                                      ==========   ==========
</TABLE>

     The Companies recognize interest income on impaired loans on actual cash
     received with interest imputed at 8 1/2%. The allowance for credit losses
     have been increased by $30,000 during the year ended May 31, 1997.

     The average recorded investment in impaired loans and the interest income
     recognized during the years ended May 31, 1997 and 1996 were approximately
     $265,000 and $24,000 and $131,000 and $10,000, respectively.

                                      F-15

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 5 - LONG-TERM DEBT

     Long-term debt at May 31, consists of the following:
<TABLE>
<CAPTION>

                                                                                     1997          1996
                                                                                 ------------  ------------
<S>                                                                              <C>           <C>         
         B&E Partnership - payable in monthly installments of
           $7,000 through June 2006.  Secured by a license
           agreement.  This note is non-interest bearing.                        $    756,000  $    854,000
         Dan R. Bruce - principal amount of $200,000 due February
           1998 with interest due in monthly payments of $1,333.
           The note is secured by a license agreement and currently
           bears interest at an annual rate of eight percent.                         200,000       200,000
                                                                                 ------------  ------------
                  Total debt obligations                                              956,000     1,054,000
           Less:  Unamortized discounted interest imputed at eight
                     percent on the above non-interest bearing loan.                  221,921       266,964
                                                                                 ------------  ------------
                  Total present value of debt                                         734,079       787,036
           Less:  Current portion                                                     235,240       245,956
                                                                                 ------------  ------------
                                                                                 $    498,839  $    541,080
                                                                                 ============  ============
</TABLE>


     The non-current portion of long-term debt as of May 31, 1997 is payable as
follows:
                           Year Ending May 31,
                           -------------------

                                 1999                           $   45,746
                                 2000                               49,543
                                 2001                               53,655
                                 2002                               58,108
                                 2003                               62,931
                                 Subsequent                        228,856
                                                                ----------

                                                                $  498,839
                                                                ==========


                                      F-16

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 6 - COMMITMENTS AND CONTINGENCIES

(a)  Leases
     ------

     Haldane leases its executive office in New York City for a term of ten
     years expiring in September 2005 and sublets approximately 70% to related
     entities. FCC leases office space in Syracuse, New York for a term of one
     year expiring in March 1998.

     The following is a schedule by years of future minimum rental payments and
     sublease income under these leases (rounded to thousands):
<TABLE>
<CAPTION>

                                                                              Minimum
                                                                              Rental           Sublease
                           Year Ending May 31,                               Payments           Income
                           -------------------                               --------           ------
<S>                              <C>                                       <C>                 <C>       
                                 1998                                      $    142,000        $   83,000
                                 1999                                           119,000            83,000
                                 2000                                           119,000            83,000
                                 2001                                           128,000            90,000
                                 2002                                           133,000            93,000
                                 Subsequent                                     443,000           311,000
                                                                           ------------        ----------
                                                                           $  1,084,000        $  743,000
                                                                           ============        ==========
</TABLE>

     Rent expense, net of rental income of approximately $96,000, $30,000 and
     $-0-, charged to operations for the years ended May 31, 1997, 1996 and 1995
     amounted to approximately $48,000, $31,000, and $19,000, respectively.

(b)  Licensing
     ---------

     In those states where the granting of a license for the right to operate a
     Haldane office may constitute a franchise arrangement, DRB intends to
     register as a franchisor. DRB may also be subject to regulatory sanctions
     in these states for failing to register as a franchisor prior to the
     granting of a franchise license. DRB intends to enter into franchise
     agreements with current licensees, and if necessary under the state
     statutes, DRB will offer current licensees the right of recission.
     Management is of the opinion that the potential liability for violation of
     any state or federal statute relating to the sale of a franchise and in the
     aggregate is not material to the consolidated financial statements. The
     Companies to date have incurred approximately $58,000 of legal costs in
     connection with this matter. The Companies expect to incur no additional
     costs of any significance relating to this matter.

                                      F-17

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 6 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

(c)  Consulting Agreements
     ---------------------

     On August 1, 1995, Haldane entered into a consulting agreement with a
     company whose president was Haldane's former president, for a period of
     five years. Compensation under the agreement is as follows: $62,000 the
     first year, $69,000 the second year, $74,000 the third year, $83,000 the
     fourth year and $90,000 the fifth year. In addition, Haldane agreed to
     provide to the consultant a leased automobile and reimburse all approved
     expenses. For the years ended May 31, 1997 and 1996, Haldane recorded
     compensation expense of $67,832 and $51,667, respectively.

(d)  Tax Contingencies
     -----------------

     The Internal Revenue Service and the City of New York have commenced audits
     of Haldane's consolidated federal and New York City tax returns for the
     years ended May 31, 1995 and 1996. Management believes that the outcome of
     such audits would have no material effect on the Company's consolidated
     financial statements.

(e)  Going Private
     -------------

     Haldane has hired a financial advisory company and attorneys to evaluate
     the possibility of going private in the future. The Companies have incurred
     $30,000 of costs which have been charged to operations for the year ended
     May 31, 1997.

     Haldane's president and former president have offered to purchase the
     shares of common stock owned by the public investors at $3 per share, which
     is the valuation made by the financial advisory company in its fairness
     opinion. The estimated number of shares to be purchased is less than
     300,000 shares or $900,000.

NOTE 7 - COMMON STOCK OPTIONS AND WARRANTS

     Stock Options
     -------------

     The stock option transactions for the three fiscal years ended May 31, are
summarized as follows:
<TABLE>
<CAPTION>
                                                                                  1997       1996       1995
                                                                                --------  ---------  ----------
<S>                                                                              <C>        <C>        <C>    
     Outstanding - beginning of year (exercisable at a price of
        $.25 to $3.50 per share)                                                 386,000    326,000    355,000
     Granted at $2.50 per share                                                   60,000     60,000     65,000
     Terminated                                                                 (161,000)      -          -
     Exercised at prices ranging from $.25 to $2.25 per share                       -          -       (94,000)
                                                                                --------  ---------  ---------

     Outstanding - end of year (exercisable at a price range of
        $.25 to $2.50 per share)                                                 285,000    386,000    326,000
                                                                                 =======    =======    =======

     Exercisable - end of year                                                   285,000    386,000    326,000
                                                                                 =======    =======    =======
</TABLE>

                                      F-18

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 7 - COMMON STOCK OPTIONS AND WARRANTS (CONTINUED)

     Stock Options (Continued)
     ------------------------

     During the years ended May 31, 1997, 1996 and 1995, options to acquire
     60,000, 60,000 and 65,000 shares, respectively, were granted to directors
     and employees of the Companies at market value. A director exercised 5,000
     options during the year ended May 31, 1995.

NOTE 8 - TREASURY STOCK

     In October 1995, March and June 1996, the Board of Directors authorized
     Haldane to repurchase outstanding shares of its common stock at fair market
     value from various shareholders. As of May 31, 1997 and 1996, Haldane
     repurchased 20,000 and 179,500 shares, respectively, at fair market value
     with prices ranging from $2.49 to $2.75 per share.

NOTE 9 - INCOME TAXES

     Deferred Income Taxes
     ---------------------

     The Companies utilize Statement of Financial Accounting Standards No. 109,
     "Accounting for Income Taxes," which requires the use of the liability
     method of accounting for income taxes. The liability method measures
     deferred income taxes by applying enacted statutory rates in effect at the
     balance sheet date to the differences between the tax bases of assets and
     liabilities and their reported amounts in the financial statements. The
     resulting deferred tax asset or liability is adjusted to reflect changes in
     tax laws as they occur.

     Deferred income taxes reflect temporary differences in reporting assets and
     liabilities for income tax and financial accounting purposes. The deferred
     tax assets of $145,000 and $83,000 as of May 31, 1997 and 1996 (consisting
     solely of allowance for doubtful accounts) are shown as current assets in
     the consolidated balance sheets. No valuation allowance has been provided.

     Income Taxes
     ------------

     Provision for income taxes for the years ended May 31, consists of the
following:
<TABLE>
<CAPTION>

                                                                              1997         1996        1995
                                                                          ----------   ----------   ----------
<S>                                                                       <C>          <C>          <C>    
         Current:
           Federal                                                        $  267,457   $  163,448   $     -
           State and local                                                   105,711       75,876       73,000
                                                                          ----------   ----------   ----------
                                                                             373,168      239,324       73,000

         Deferred:
           Federal                                                           (51,000)      93,000      231,000
           State and local                                                   (11,000)      (4,000)        -
         Change in valuation allowance                                          -            -        (306,000)
                                                                          ----------   ----------   ----------
                                                                          $  311,168   $  328,324   $   (2,000)
                                                                          ==========   ==========   ==========
</TABLE>

                                      F-19

<PAGE>

                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 9 - INCOME TAXES (CONTINUED)

     Income Taxes (Continued)
     ------------

     Reconciliation of statutory rate to effective income tax rate on continuing
     operations for the years ended May 31, is as follows:
<TABLE>
<CAPTION>

                                                                            1997        1996           1995
                                                                          ---------   ----------   ----------
<S>                                                                           <C>          <C>          <C>  
         At federal statutory rates                                           34.0%        34.0%        34.0%
         Effect of:
             State income taxes, net of federal benefit                        8.2          7.9          9.8
             Permanent differences                                             1.2           .7         -
             Tax benefit of operating loss carryforwards                       -           (2.6)       (33.1)
             Overaccrual of prior year taxes                                  (2.0)        (1.0)        -
             Change in valuation allowance                                     -           -           (10.7)
                                                                           -------     --------      -------

                      Total                                                   41.4%        39.0%        -   %
                                                                           =======     ========      =======
</TABLE>

     The Companies file consolidated tax returns and had available at May 31,
     1995 unused operating loss carryforwards of approximately $400,000 for
     income tax reporting purposes which were utilized to offset 1996 taxable
     income. Haldane had no taxable federal income for the year ended May 31,
     1995, therefore, no federal income tax liability or expense provision has
     been recorded for that year. The only significant difference between income
     tax and financial reporting is the allowance for doubtful accounts.


NOTE 10 - RETIREMENT PLANS

     The Companies have simplified employee pension (SEP) agreements with all
     full-time employees who are at least twenty-one years old and have
     performed services for at least three of the preceding five years. Such
     agreements provide for discretionary contributions by the employer. For the
     years ended May 31, 1997, 1996 and 1995, the Companies contributed $21,000,
     $29,750 and $41,424, respectively.

                                      F-20

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 11 - LAWSUIT JUDGMENT

     A former sub-licensee initiated an arbitration against DRB before the
     American Arbitration Association claiming damages for DRB's alleged breach
     of sub-license agreement and interference with a consulting agreement. The
     former sub-licensee was awarded $104,381, which was accrued as of May 31,
     1994. Additional interest of $10,000 was accrued as of May 31, 1995. In
     January 1996, DRB paid $130,144.

NOTE 12 - GEOGRAPHIC AREAS

     The Companies earned royalty income and sub-licensee income from five
     Canadian franchisees and one franchisee located in the United Kingdom for
     the years ended May 31, as follows:
<TABLE>
<CAPTION>


                                                       Royalty Income             Sub-Licensee Income
                                          --------------------------------------------------------------------
                                              1997         1996         1995        1997       1996       1995
                                          -----------  -----------   -----------  --------   --------   ------
<S>                                       <C>          <C>           <C>          <C>        <C>        <C>  
         Canada                           $   201,148  $   158,572   $   114,221  $ 18,559   $   -      $   -
                                          ===========  ===========   ===========  ========   ========   =====
         United Kingdom                   $    12,123  $      -      $      -     $   -      $   -      $   -
                                          ===========  ===========   ===========  ========   ========   =====
</TABLE>


     All other revenues are from United States sources.

     Included in accounts receivable and notes receivable at May 31, are amounts
     owed by the Canadian and United Kingdom franchisees, as follows:
<TABLE>
<CAPTION>

                                                                    Accounts Receivable     Notes Receivable
                                                                    -------------------     ----------------
                                                                     1997         1996      1997        1996
                                                                     ----         ----      ----        ----
<S>                                                               <C>           <C>       <C>           <C>  
         Canada                                                   $  78,047     $ 93,088  $  15,063     $   -
                                                                  =========     ========  =========     =====
         United Kingdom                                           $   2,189     $   -     $    -        $   -
                                                                  =========     ========  =========     =====
</TABLE>

NOTE 13 - RELATED PARTY TRANSACTIONS

     As of May 31, 1997, 1996 and 1995, a principal officer and director of
     Haldane owned and operated offices as follows:
<TABLE>
<CAPTION>
                                                                           1997       1996       1995
                                                                         ---------  ---------  -------
<S>                                                                          <C>        <C>        <C>
                           Canada (Note 12)                                  5          5          5
                           United States                                     2          4          4
                           United Kingdom (Note 12)                          1          -          -
                                                                            ---        ---        --
                                 Total offices                               8          9          9
                                                                            ===        ===        ==
</TABLE>
     During 1997, three United States offices were transferred to an unrelated
     existing owner of other Haldane offices and two new offices were acquired;
     one in the United States and one in the United Kingdom.

                                      F-21

<PAGE>

                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 13 - RELATED PARTY TRANSACTIONS (CONTINUED)

     From time to time the Companies advance funds to several entities whose
     officer and director is also an officer and director of Haldane. The
     average monthly balance during fiscal 1997 and 1996 of such advances
     amounted to approximately $373,000 and $375,000, respectively. At May 31,
     1997 and 1996, the balance of such advances was $-0- and approximately
     $14,000, respectively. In addition, at May 31, 1997 and 1996, the Companies
     were owed $11,000 and $14,000, respectively, for miscellaneous reimbursable
     expenses from these entities.

     Interest earned on advances for the years ended May 31, 1997 and 1996 at 8%
     per annum amounted to approximately $30,000 for each year.


NOTE 14 - DISCONTINUED OPERATIONS

     On May 31, 1996, Haldane adopted a plan to terminate its travel agency
     operations which ceased in February 1997.

     The components of net assets of discontinued travel agency operations
     included in the consolidated balance sheets at May 31, are as follows:
<TABLE>
<CAPTION>
                                                                            1997            1996
                                                                         -----------    ----------
<S>                                                                       <C>            <C>      
                           Cash and cash equivalents                      $    -         $  55,957
                           Prepaid expenses                                    -             4,240
                           Property and equipment - net                        -               635
                           Other assets                                        -             2,200
                           Accounts payable                                    -            (3,225)
                           Income taxes payable                                -            (8,000)
                           Deferred income                                     -           (15,172)
                                                                          ---------      ---------
                                Net assets                                $    -         $  36,635
                                                                          =========      =========
</TABLE>

     The operating results of the travel agency segment for the years ended May
     31, 1997 and 1996 are shown separately in the accompanying consolidated
     income statement. The 1995 consolidated statement has been restated to
     segregate the operating results of the travel agency segment. Net revenues
     of the travel agency segment for 1997, 1996 and 1995 amounted to $67,027,
     $95,474 and $68,047, respectively.

     There was no gain or loss on disposal of this segment.

                                      F-22

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 15 - EARNINGS PER SHARE

     Net Earnings Per Common
       and Common Equivalent Share
     -----------------------------

     Net earnings per share for the years ended May 31, were calculated using
     the modified treasury stock method as follows:
<TABLE>
<CAPTION>
                                                                          1997            1996          1995
                                                                      -------------  ------------  ------------
<S>                                                                   <C>            <C>           <C>          
      Earnings

      Income from continuing operations                               $    441,150   $    513,444  $     639,606

      Modified Treasury Stock Method
      ------------------------------

      Incremental income after the application of assumed 
      proceeds toward repurchase of 20% of the outstanding 
      common shares at the average market price and the
      reduction of debt, net of applicable income taxes                      1,111         11,452          6,845
                                                                      ------------   ------------  -------------

      Adjusted earnings                                               $    442,261   $    524,896  $     646,451
                                                                      ============   ============  =============
      Shares
      ------

      Weighted average number of common shares outstanding                 950,903      1,105,442      1,070,365

      Additional shares assuming conversion of:
        Stock options and warrants utilizing the modified
           treasury stock method                                            78,470        122,452         90,982
                                                                      ------------   ------------  -------------

      Number of common and common equivalent shares                      1,029,373      1,227,894      1,161,347
                                                                      ============   ============  =============

      Earnings per common and common equivalent share
        from continuing operations                                            $.43           $.43           $.56
                                                                              ====           ====           ====

</TABLE>

     Fully diluted earnings per common and common equivalent share were the
same.

                                      F-23

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 16 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     The amounts at which cash, accounts receivable, short-term notes
     receivable, due from related parties, accounts payable and other current
     liabilities are presented in the balance sheets approximate their fair
     value due to their short maturities. The following table presents the
     carrying amounts and fair values at May 31, 1997 and 1996 for long-term
     notes receivable and debt:
<TABLE>
<CAPTION>
                                                                 1997                           1996
                                                      ----------------------------  ----------------------------
                                                         Carrying        Fair            Carrying        Fair
                                                          Amount         Value            Amount         Value
                                                          ------         -----            ------         -----
<S>                                                   <C>             <C>           <C>            <C>          
              Long-term notes receivable              $    451,000    $    442,000  $    135,000   $     129,000
                                                      ============    ============  ============   =============

              Long-term debt                          $    499,000    $    526,000  $    541,000   $     570,000
                                                      ============    ============  ============   =============
</TABLE>

     The fair value of long-term notes receivable and debt has been determined
     based on discounted cash flow using a market rate of interest at the
     balance sheet date as applicable to comparable notes and debt.


NOTE 17 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

<TABLE>
<CAPTION>
                                                            1st            2nd           3rd             4th
                                                            ---            ---           ---             ---
<S>                                                   <C>             <C>           <C>            <C>          
        1997
        ----

        Revenues                                      $    649,981    $    687,556  $    649,042   $     761,216
        Income from continuing operations
           before income taxes                             264,999         248,111       146,257          92,951
        Income taxes                                       106,000          99,000        43,368          62,800
        Income from continuing operations                  158,999         149,111       102,889          30,151
        Income (loss) from discontinued
           operations                                      (10,241)         28,204           (21)          2,000
        Net income                                         148,758         177,315       102,868          32,151

        Net earnings per common and common 
           equivalent share:
              Continuing operations                           $.16            $.15          $.10            $.03
              Discontinued operations                         (.01)            .03           -               -
                                                              ----            ----          ----            ----
        Total                                                 $.15            $.18          $.10            $.03
                                                              ====            ====          ====            ====

        Market price per share:
           High                                              $2.87           $2.44         $2.75           $2.50
           Low                                                2.43            2.44          2.25            2.25

</TABLE>
                                      F-24

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1997, 1996 AND 1995


NOTE 17 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (CONTINUED)
<TABLE>
<CAPTION>

                                                            1st            2nd           3rd             4th
                                                            ---            ---           ---             ---
<S>                                                   <C>             <C>           <C>            <C>          
        1996
        ----

        Revenues                                      $    583,937    $    597,046  $    562,246   $     601,210
        Income from continuing operations
           before income taxes                             222,901         212,146       215,409         191,312
        Income taxes                                        85,000          71,000        81,796          90,528
        Income from continuing operations                  137,901         141,146       133,613         100,784
        Income (loss) from discontinued
           operations                                      (10,131)        (35,360)       61,771           3,716
        Net income                                         127,770         105,786       195,384         104,500

        Net earnings per common and common 
           equivalent share:
              Continuing operations                           $.11            $.12          $.11            $.09
              Discontinued operations                         (.01)           (.03)          .05             -
                                                              ----            ----          ----            ----

        Total                                                 $.10            $.09          $.16            $.09
                                                              ====            ====          ====            ====

        Market price per share:
           High                                              $2.56           $2.53         $2.87           $2.56
           Low                                                2.43            2.43          2.43            2.43

        There were no dividends for either year.
</TABLE>

NOTE 18 - PRIOR PERIOD ADJUSTMENT

     In 1995 consolidated financial statements have been restated to record the
     cumulative equity of minority interests in losses, not previously recorded.
     The effect of the restatement was to decrease net income for the year ended
     May 31, 1995 by $89,200 ($.08 per share). Retained earnings at May 31, 1994
     has been adjusted for the effects of the restatement on prior years.

     On February 2, 1995 the minority interests were purchased through the
     issuance of 75,000 shares of common stock and was recorded at the book
     value of the minority interests at that time of $226,288. The difference in
     the amount recorded and the current market price of the shares issued on
     that date of $187,500, is not material to the consolidated financial
     statements.

                                      F-25

<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.




BERNARD HALDANE ASSOCIATES, INC.


By: /s/ JEROLD WEINGER
    ___________________________             
        JEROLD WEINGER, 
      PRESIDENT/TREASURER


DATED: December 31, 1998



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below on those dates by the following persons on
behalf of this Registrant in the capacities indicate.


By: /s/ JEROLD WEINGER
   _______________________________             
        JEROLD WEINGER, 
      PRESIDENT/TREASURER/DIRECTOR


DATED: December 31, 1998



/s/ JEFFREY G. KLEIN
___________________________             
    JEFFREY G. KLEIN, 
    SECRETARY/DIRECTOR


DATED: December 31, 1998