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, 1998                                              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, 1998, 1997, 1996, 1995 and 1994
<TABLE>
<CAPTION>
                           1998            1997             1996 (1)          1995 (1) (2)     1994 (1) (2)
<S>                     <C>             <C>               <C>                <C>                 <C>       
Revenue

Royalty
Income                 $2,411,659      $ 2,480,866        $2,244,818         $1,747,988          $1,214,091


Sublicense
Income                 $  179,556       $  159,697        $       -0-         $ 104,214             $99,625


Consulting
Income                 $  208,694       $      640        $       -0-                -0-                -0-


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


Interest
Income                 $   88,825       $  106,592        $   99,621            $49,785          $   14,062


Total
Revenues               $2,888,734       $2,747,795        $2,344,439         $1,937,387          $1,327,778


Net Income             $  162,070       $  441,092        $  553,440          $ 609,905          $  161,171


Net Income
    per Share of
    Common Stock
         (Basic)            $0.17            $0.48             $0.48             $0.57                $0.16

    (Diluted)               $0.16            $0.45             $0.46             $0.53                $0.16

</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 and net income per share were reduced as
follows:


                                          1995               1994
                                          ----               ----
Net income (loss)                      $ (89,200)        $ (44,903)     
Net income (loss) per share                (. 08)             (.04)          
                  Diluted                  (. 08)            (. 04)         
                                                         
                                       2
<PAGE>
SUMMARY OF BALANCE SHEET AS OF MAY 31
<TABLE>
<CAPTION>

                                        1998                   1997            1996 (1)        1995 (1)        1994 (1) (2)
                                        ----                   ----            --------        --------        ------------
<S>                               <C>                    <C>                 <C>              <C>               <C>       
CURRENT ASSETS                    $2,528,263             $2,538,234          $2,147,294       $2,007,844        $1,128,480
Other Assets                      $1,399,935             $1,445,854          $1,277,536       $1,504,467        $1,529,655
TOTAL ASSETS                      $3,928,198             $3,984,088          $3,424,830       $3,512,311        $2,658,135



CURRENT LIABILITIES

Account Payable      
and other Current                 $  221,762             $  356,973          $  149,695       $  213,660        $  157,424
Liabilities



Current Maturities
of Long Term Debt                 $   42,437             $  235,240          $  245,956       $  315,951        $  307,065



Other Liabilities                 $  622,572             $  512,518          $  555,799       $  591,437        $  702,988

Minority Interests                         -                      -                   -                -        $ 137, 088

Stockholder's
Equity                            $3,041,427             $2,879,357          $2,473,380       $2,391,263        $1,353,570


TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY                            $3,928,198             $3,984,088          $3,424,830       $3,512,311        $2,658,135


</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, 1994                          (112,912)
                                                                     ---------- 
         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 the Company remains profitable, generating approximately $275,000
in pre-tax earnings, royalty revenues from licensee offices declined from
$2,480,866 to $2,411,659, the first decline in royalty revenues since the
Company acquired the rights to the Bernard Haldane license. This represents a
decline of approximately 3% in gross royalties. Management does not believe this
decline to represent the start of a trend. During this past year a licensee
operating six offices in Texas and California breached the sublicensee agreement
by failing to pay required royalties. Rather than comply with the terms and
conditions of the sublicense agreement, the sublicensee unilaterally terminated
the agreement. The Company has initiated legal proceedings and seeks
compensatory and punitive damages. In addition, the Company intends to reopen
offices in these markets vacated by the former licensee.

         Further limiting royalty income was the voluntary termination of a
second license agreement encompassing four offices. With clients to service and
no time to interview and investigate prospective purchasers, the Company,
through wholly owned subsidiaries, was required to take over the operations of
these offices. While operating these offices, the Company generated consulting
revenues of approximately $171,000. However, payroll and related costs
associated with the operation of these offices resulted in a significant
operating deficit. During the coming year, management intends to transfer these
offices to existing licensees or other individuals currently within the Haldane
network and to date has transferred three of these offices.

         The Company intends to reestablish its presence in Texas and has opened
a licensed office in Dallas. However, further expansion in the United States
will be limited. 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 has opened two
offices in the United Kingdom. Management remains optimistic that the Company
will be able to expand in the overseas market. However, logistical constraints,
operational concerns and familiarization with local rules and customs will most
likely limit a rapid expansion in Europe.

                                       4
<PAGE>

         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 in excess of $500,000 and there can be
no assurance that management will be able to reverse this trend and market the
program effectively and profitably.

         Last year, 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 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. and Mrs. Weinger. The offer will be
submitted to a vote of the shareholders.

         Mr. and Mrs. Weinger and Mrs. Nadel (the "Weinger-Nadel Group") formed
Bernard Haldane Acquisition Corp., a Florida corporation ("NEWCO") for the
purpose of merging with and/or combining with the Company. The Weinger-Nadel
Group will contribute 731,670 of 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 member s 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. In furtherance of the consummation of this
transaction, the Company has filed a Preliminary Schedule 14A and Schedule 13E-3
with the Securities and Exchange Commission (the "Commission"). The

                                       5
<PAGE>

Company has responded to comments submitted by the Commission and anticipates
disseminating a proxy statement to all stockholders of record detailing the
proposal, the reasons for same and described stockholder rights.

LIQUIDITY CAPITAL RESOURCES

         As of May 31, 1998 the Company had $2,528,263 in current assets as
compared to $2,538,234 on May 31, 1997.

         Accounts receivable for 1998 total $315,436 as compared to $419,470 in
1997. Notes receivable declined from $600,389 to $537,970. This decline in both
accounts receivable and notes receivable is attributable to increased collection
efforts on the part of the Company. The Company has also recorded prepaid
expenses and other miscellaneous receivables of $185,957 as compared to $60,158
for the prior year.

    Total assets declined from $3,984,088 to $3,928,198. This decline can be
attributable to the amortized cost of the Haldane license and does not reflect
an overall decline in the fair market value of the Company's assets.

         Accounts payable declined from $207,316 to $127,314, a decline of
approximately 39% and total current liabilities declined from $592,213 to
$264,199, a decline of more than 55%.

         Long term debt has increased from $498,839 to $599,135.

         For 1998, cash flow from operating activities totaled $439,613 as
compared to $750,972 in 1997 and $746,509 in 1996.

         For 1998, the Company increased its allowance for credit losses from
$41,000 to $119,500, an increase of $78,500. A significant portion of the
increase in the allowance for credit losses is the result of notes receivable
from sublicensee offices where owners have experienced financial and cash flow
difficulties. The Company has informally extended credit terms until such
sublicensees better able to repay their notes according to their respective
terms.

         Management does not have concerns regarding the collect- ability of
these accounts since the loans to the sublicensee offices are secured by the
license, a default under the note payment would result in the loss of the
license. Management does not have concerns regarding the collect ability of its
other accounts receivable or notes receivable.

                                       6


<PAGE>

         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 $275,605 on revenues of $2,888,734, and net after tax income of
$162,070. This compares to a net after tax income of $461,092 on revenues of
$2,747,795 for the fiscal year ended May 31, 1997 and net after tax income of
$533,440 on revenues of $2,344,439 for 1996. Royalty income from Haldane offices
decreased from $2,480,866 in 1997, to $2,411,659 in 1998. This decline of almost
3% in royalty revenue is primarily attributable to the departure of two
licensees from the organization. The Company took over the operation of four of
the Haldane offices (three of which has since been sold) and hopes to open new
offices in those territories where the licensee breached the sublicensing
agreement and abandoned the organization. The Company in 1998 reported $208,694
in consulting income after showing only nominal income in 1997 and no income at
all in 1996. Approximately $63,000 of this revenue is attributable to the
operations of First Career and the balance is attributable to revenues earned
from the operation of Haldane offices in those markets where the license was
terminated by Haldane.

         Payroll and related costs continue to increase; rising from $362,554 to
$453,573 to $773,945. This increase can be primarily attributable to increased
costs and expenses associated with the operations, management and oversight of
the Haldane operations in those cities where the Company assumed operations of
the Haldane office as well as costs associated with the operation of First
Career.

         Advertising expenditures increased from $78,544 to $144,699. This
increase in advertising expense is due primarily to costs incurred by both the
company owned Haldane offices and First Career.

         Income before taxes was $275,605 as compared to $752,318 in 1997 and
$841,768 in 1996. Net income after taxes continues to decline, falling from
$533,440 in 1996 to $461,092 in 1997 and

                                       7
<PAGE>


$162,070 in 1998. Management attributes this significant decline in net income
to the fact that the Company was not able to recognize royalty revenues from the
operation of the Haldane offices in six cities located throughout the Southwest
and the fact that the Company was forced to operate four offices when the owner
defaulted under the sublicensing agreement and left the organization. Management
hopes to open new licensed offices throughout the Southwest and transfer
ownership of the Company owned offices to an existing licensee(s).

         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 continue to fund and operate First
Career.

YEAR 2000 COMPLIANCE

         The Company's systems are Year 2000 ("Y2K") compliant. The cost of such
compliance by the Company was less than $10,000. The Y2K compliance issue is the
result of computer programs being written using two digits rather than four to
define the applicable year. Computer programs that have time sensitive software
may recognize a date using "00" as the year 1900 rather than 2000. This could
result in a systems failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.

         The Company does not know if all licensees are Y2K compliant but
believe that there will be no material adverse impact upon the Company if an
individual licensee's office is not Y2K compliant.


                                       8

<PAGE>


         The Company does not know if it s licensees are Y2K compliant but
believe that there will be no material adverse impact upon the Company if an
individual licensee's office is not Y2K compliant.


         Item 8.  Financial Statements and Supplementary Data
         ----------------------------------------------------



                     AS FOLLOWS





                                       9
<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, 1998 and 1997                                                                              F-3 - F-4

Consolidated Statements of Income
   Years Ended May 31, 1998, 1997 and 1996                                                            F-5 - F-6

Consolidated Statements of Changes in Stockholders' Equity
   Years Ended May 31, 1998, 1997 and 1996                                                               F-7

Consolidated Statements of Cash Flows
   Years Ended May 31, 1998, 1997 and 1996                                                            F-8 - F-9

Notes to Consolidated Financial Statements                                                           F-10 - F-26
</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, 1998 and 1997 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, 1998. 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, 1998 and 1997 and the results of
their operations and their cash flows for each of the three years in the period
ended May 31, 1998, in conformity with generally accepted accounting principles.






                                                 MILLER, ELLIN & COMPANY, LLP
                                                 CERTIFIED PUBLIC ACCOUNTANTS

August 13, 1998
New York, New York

                                       F-2

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                                                               MAY 31,
                                                                                    ---------------------------
                                                                                        1998            1997
                                                                                    -------------  ------------
                                                                                     (Restated)      (Restated)
<S>                                                                                  <C>            <C>         
CURRENT ASSETS:
   Cash and cash equivalents                                                         $  1,693,220   $  1,698,099
   Short-term investments                                                                 108,908         55,426
   Accounts receivable - net of allowance for doubtful 
     accounts of $180,000 in 1998 and $290,000 in 1997
     (includes receivables from related parties of $100,635
     and $86,413 in 1998 and 1997, respectively)                                          315,436        419,470
   Notes receivable - net of allowance for credit losses of
     $15,000 in 1998 and $24,000 in 1997, current portion)                                 89,855        149,080
   Due from related parties                                                                 8,887         11,001
   Prepaid expenses and miscellaneous receivables                                         185,957         60,158
   Deferred taxes                                                                         126,000        145,000
                                                                                     ------------   ------------

              Total current assets                                                      2,528,263      2,538,234
                                                                                     ------------   ------------

OTHER ASSETS:
   Licenses - net of accumulated amortization of
     $1,870,372 in 1998 and $1,657,917 in 1997                                            787,626        864,611
   Equipment, fixtures and leasehold improvements -
     net of accumulated depreciation of $46,165 in
     1998 and $28,871 in 1997                                                              48,374         50,831
   Security deposits and other                                                            115,820         79,103
   Notes receivable - net of allowance for credit losses of $119,500 in 1998 and
     $41,000 in 1997 (includes receivables from related
     parties of $44,060 and $29,247 in 1998 and 1997, respectively)                       448,115        451,309
                                                                                     ------------   ------------

              Total other assets                                                        1,399,935      1,445,854
                                                                                     ------------   ------------

TOTAL ASSETS                                                                         $  3,928,198   $  3,984,088
                                                                                     ============   ============

         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


                                                                                                MAY 31,
                                                                                    ----------------------------
                                                                                        1998            1997
                                                                                    -------------  -------------
                                                                                     (Restated)      (Restated)
CURRENT LIABILITIES:
     Current maturities of long-term debt                                           $      42,437  $     235,240
     Accounts payable                                                                     127,314        207,316
     Accrued expenses and other current liabilities                                        32,135          8,147
     Income taxes payable                                                                  62,313        141,510
                                                                                    -------------  -------------

         Total current liabilities                                                        264,199        592,213
                                                                                    -------------  -------------

OTHER LIABILITIES:
     Long-term debt                                                                       599,135        498,839
     Deferred rent payable                                                                 23,437         13,679
                                                                                    -------------  -------------

                                                                                          622,572        512,518

         Total liabilities                                                                886,771      1,104,731
                                                                                    -------------  -------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
     Common stock ($.00001 par value; 950,000,000 shares
       authorized, 1,148,865 shares issued)                                                    12             12
     Additional paid-in capital                                                         2,738,015      2,738,015
     Retained earnings                                                                    809,838        647,768
                                                                                    -------------  -------------
                                                                                        3,547,865      3,385,795
     Less: Treasury stock (199,500 shares at cost)                                        506,438        506,438
                                                                                    -------------  -------------

         Total stockholders' equity                                                     3,041,427      2,879,357
                                                                                    -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $   3,928,198  $   3,984,088
                                                                                    =============  =============
</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,
                                                                     ------------------------------------------
                                                                         1998           1997            1996
                                                                     -------------  -------------  ------------
<S>                                                                  <C>            <C>            <C>          
REVENUES:
   Royalty income (includes royalty income
     from related parties of $265,279, $301,394
     and $243,760, respectively)                                     $   2,411,659  $   2,480,866  $   2,244,818
   Consulting income                                                       208,694            640           -
   Interest, dividends and other income                                     88,825        106,592         99,621
   Sub-license income (includes sub-license
     income from related parties of $37,186,
     $41,588 and $-0-, respectively)                                       179,556        159,697           -
                                                                     -------------  -------------  -------------

         Total revenues                                                  2,888,734      2,747,795      2,344,439
                                                                     -------------  -------------  -------------

EXPENSES:
   Payroll and related costs                                               773,945        453,573        362,554
   Other general and administrative                                      1,137,061      1,015,607        703,011
   Amortization                                                            212,455        197,541        197,541
   Bad debt expense                                                        274,677        189,173         97,469
   Advertising                                                             144,699         78,544         73,538
   Interest                                                                 70,292         61,039         68,558
                                                                     -------------  -------------  -------------

         Total expenses                                                  2,613,129      1,995,477      1,502,671
                                                                     -------------  -------------  -------------

INCOME FROM CONTINUING OPERATIONS
   BEFORE INCOME TAXES                                                     275,605        752,318        841,768

INCOME TAXES                                                               113,535        311,168        328,324
                                                                     -------------  -------------  -------------

INCOME FROM CONTINUING OPERATIONS                                          162,070        441,150        513,444

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


NET INCOME                                                           $     162,070  $     461,092  $     533,440
                                                                     =============  =============  =============
</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,
                                                                     --------------------------------------------
                                                                         1998           1997            1996
                                                                     -------------  -------------  --------------
<S>                                                                       <C>            <C>             <C>   
EARNINGS PER SHARE:
   Basic:
     Continuing operations                                                $   .17        $   .46         $  .46
     Discontinued operations                                                  -              .02            .02
                                                                          -------        -------         ------
         Net income                                                       $   .17        $   .48         $  .48
                                                                          =======        =======         ======

   Diluted:
     Continuing operations                                                $   .16        $   .43         $  .44
     Discontinued operations                                                  -              .02            .02
                                                                          -------        -------         ------
         Net income                                                       $   .16        $   .45         $  .46
                                                                          =======        =======         ======

</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, 1995 -
  as previously reported              1,148,865         $ 12     $2,761,727      $(370,476)         -     $     -       $2,391,263

Prior period adjustment - error in
  recording cumulative equity of
  minority interests in losses             -             -          (23,712)        23,712          -           -             -
                                      ---------         ----     ----------      ---------       -------  ----------    ----------

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

Repurchase of common stock                 -              -            -              -          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                 -             -             -              -           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

Net income for the year ended
  May 31, 1998                             -             -             -           162,070          -           -          162,070
                                      ---------         ----     ----------      ---------       -------  ----------    ----------

BALANCE - MAY 31, 1998                1,148,865         $ 12     $2,738,015      $ 809,838       199,500  $ (506,438)   $3,041,427
                                      =========         ====     ==========      =========       =======  ==========    ==========

</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,
                                                                               ------------------------------------------
                                                                                   1998            1997           1996
                                                                               -------------  -------------  ------------
<S>                                                                             <C>            <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                   $    162,070   $   461,092    $   533,440
   Income from discontinued operations                                                  -          (19,942)       (19,996)
   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                                                      274,677       189,173         97,469
         Depreciation                                                                 17,294         9,322          1,430
         Amortization of licenses                                                    212,455       197,541        197,541
         Gain on sale of office                                                       (2,100)         -              -
         Interest expense - imputed                                                   52,873        45,043         52,048
         Interest income - imputed                                                   (14,886)      (13,167)        (6,403)
         Deferred income taxes                                                        19,000       (62,000)        89,000
       Changes in assets and liabilities:
         Accounts receivable                                                         (30,518)     (210,324)      (141,548)
         Prepaid expenses and miscellaneous receivables                             (125,799)      (50,424)        18,988
         Cash overdraft                                                                 -          (18,044)        18,044
         Accounts payable and other current liabilities                             (135,211)      225,322        (82,009)
         Deferred rent payable                                                         9,758        (1,040)        10,319
         Net assets of discontinued operations                                          -           (1,580)       (21,814)
                                                                                ------------   -----------    -----------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                            439,613       750,972        746,509
                                                                                ------------   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of short-term investments                                              (108,908)      (55,426)      (302,138)
   Redemption of short-term investments                                               55,426        53,146        699,868
   Decrease in due from related parties                                                2,114        17,038        231,961
   Acquisition of fixed assets                                                       (14,837)      (40,122)       (21,461)
   Acquisition of offices                                                            (48,955)         -              -
   Additions to notes receivable                                                    (192,556)     (690,492)       (20,000)
   Payments of notes receivable                                                      144,074       217,468         63,249
   Security deposits                                                                    -          (18,643)         1,900
   Net assets of discontinued operations                                                -            2,200           (500)
                                                                                ------------   -----------    -----------

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                 (163,642)     (514,831)       652,879
                                                                                ------------   -----------    -----------
</TABLE>
         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)
<TABLE>
<CAPTION>
                                                                                            YEARS ENDED MAY 31,
                                                                               ---------------------------------------------
                                                                                   1998            1997           1996
                                                                               -------------  -------------  ---------------
<S>                                                                             <C>            <C>            <C>           
CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payments on debt                                                   $   (280,850)  $    (98,000)  $    (168,000)
   Repurchase of common stock                                                           -           (55,115)       (451,323)
                                                                                ------------   ------------   -------------

NET CASH USED IN FINANCING ACTIVITIES                                               (280,850)      (153,115)       (619,323)
                                                                                ------------   ------------   -------------

NET CHANGE IN CASH AND CASH EQUIVALENTS                                               (4,879)        83,026         780,065

CASH AND CASH EQUIVALENTS - beginning                                              1,698,099      1,615,073         835,008
                                                                                ------------   ------------   -------------

CASH AND CASH EQUIVALENTS - ending
   (includes cash of discontinued operations of $-0-,
   $55,957 and $78,271, respectively)                                           $  1,693,220   $  1,698,099   $   1,615,073
                                                                                ============   ============   =============


SCHEDULE OF NON-CASH INVESTING
   AND FINANCING ACTIVITIES:
     Receipt of notes receivable on sale of office                              $     14,438   $       -      $        -
                                                                                ============   ============   =============
     Additional license costs through issuance of long-term debt                $    135,470   $       -      $        -
                                                                                ============   ============   =============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid during the year for:
     Interest                                                                   $     66,292   $     61,039   $      68,558
     Income taxes                                                                    207,302        316,313         238,876

</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

                           MAY 31, 1998, 1997 AND 1996


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 76 career consulting offices operating in the United States,
     Canada and the United Kingdom. First Career Corp. ("FCC"), a wholly-owned
     subsidiary, has developed a specifically designed career consulting program
     for graduating college students. During the year ended May 31, 1998, two
     new wholly-owned subsidiaries, DRB Management and Consulting Services, Inc.
     ("DRB Mgmt.") and Career Advisory and Management Services, Inc. ("Career
     Advisory"), began operating four offices in the United States, one of which
     was sold in May 1998.The operation of these offices was a temporary
     situation brought on by the financial difficulties of the franchisees. The
     offices will be disposed of as soon as practicable. Revenue from the
     operation of these offices was included in consulting income in the
     financial statements. 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 $1,619,000 and $1,615,000 at May 31, 1998 and 1997,
     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

                           MAY 31, 1998, 1997 AND 1996


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. FCC, DRB Mgmt. and Career Advisory
     recognize consulting revenue based on collections, rather than when the
     contract is entered into, due to the uncertain nature of collectibility of
     the contract fees.

     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 $1,385,000, which has been adjusted in
     1998 for an inflation factor in the acquisition notes) 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.

                                      F-11

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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.

     Impairment of Long-Lived Assets
     -------------------------------

     Effective June 1, 1996, the Companies adopted 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 Companies believe that no material impairment
     existed as of May 31, 1998.

     Earnings Per Share
     ------------------

     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 have adopted this new standard for the year ended May 31, 1998.
     Prior period earnings per share were restated to conform to this new
     pronouncement.

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

     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 (APB Opinion No. 25), "Accounting for Stock Issued to Employees" and
     related interpretations in accounting for granting of stock options.

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

     The Companies have recorded a deferred tax asset of $126,000 as of May 31,
     1998. 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.

                                      F-12

<PAGE>

                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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.

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

     Certain reclassifications have been made to the consolidated financial
     statements for the years ended May 31, 1997 and 1996 in order to conform
     with the current year's presentation.


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. The
     balance of the note was fully paid in March 1998. On February 2, 1995,
     Haldane acquired the remaining 20% of the outstanding shares of CSM for
     75,000 shares of its own common stock. CSM is currently inactive.

     In April 1995, Haldane sold approximately 96% of its 80% investment in
     Andover Equities Corp. ("Andover"). The sale consisted of cash and notes
     (see Note 3). During the year ended May 31, 1998, the notes receivable were
     deemed uncollectible and written off as bad debts. 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-13

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996


NOTE 3 - NOTES RECEIVABLE

     Notes receivable at May 31, consist of the following:
<TABLE>
<CAPTION>

                                                                                    1998           1997
                                                                                -------------  ------------
<S>                                                                               <C>            <C>       
     Various non-interest bearing notes receivable in connection
       with the sale of sub-licenses                                              $  221,400     $  177,300
     LaSalle Consulting - receivable in equal monthly installments
       of $2,097 through April 2002, with interest at 24% per annum                   64,336         72,909
     Note receivable - employee/stockholder in equal monthly
       installments of $608 through April 2001, including
       interest at 6% per annum                                                       19,444          9,444
     Notes receivable in connection with the sale of Andover stock,
       originally due April 1997, written off in May 1998                               -            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                            168,795        176,795
     Note receivable in equal monthly installments of $5,000 through
       2001 with interest at 7% per annum                                            195,000        215,000
     Note receivable - sub-licensee, in connection with the sale of the
       Oklahoma City office, in equal monthly installments of $1,000 commencing
       January 2000 through April 2001, with a final
       payment of $1,500 in May 2001                                                  17,500           -
     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                        33,030         34,130
                                                                                  ----------     ----------
                                                                                     719,505        715,578
     Less:  Unamortized discounted interest imputed at 7% to 8.5%
                  on the above non-interest bearing notes                             47,035         50,189
                                                                                  ----------     ----------
                                                                                     672,470        665,389
     Less:  Allowance for credit losses on the above notes (see below)               134,500         65,000
                                                                                  ----------     ----------
                                                                                     537,970        600,389
     Less:  Current portion                                                           89,855        149,080
                                                                                  ----------     ----------
                                                                                  $  448,115     $  451,309
                                                                                  ==========     ==========
</TABLE>

                                      F-14

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996



NOTE 3 - NOTES RECEIVABLE (CONTINUED)

     The amounts due over the next five years, net of imputed interest of
     $47,035 and allowance for credit losses of $134,500, are as follows:
<TABLE>
<CAPTION>

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

<S>                                <C>                                     <C>       
                                   1999                                    $   89,855
                                   2000                                        83,324
                                   2001                                       122,423
                                   2002                                        76,665
                                   2003                                        45,018
                                   Subsequent                                 120,685
                                                                           ----------
                                                                           $  537,970
                                                                           ==========
</TABLE>

     The Companies utilize 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>

                                                                         1998         1997
                                                                         ----         ----
<S>                                                                   <C>          <C>       
                      Notes receivable - impaired                     $  527,255   $  406,492
                      Less: Allowance for credit losses                  134,500       65,000
                                                                      ----------   ----------
                                                                         392,755      341,492
                      Notes receivable - not impaired
                         and no allowance for credit losses              145,215      258,897
                                                                      ----------   ----------
                                                                      $  537,970   $  600,389
                                                                      ==========   ==========
</TABLE>
     Changes in the allowance for credit losses for the years ended May 31, are
as follows:

<TABLE>
<CAPTION>
                                                                   1998           1997           1996
                                                              -------------  -------------   ------------
<S>                                                             <C>             <C>            <C>      
              Balance - beginning of year                       $   65,000      $ 35,000       $  19,000
              Additions                                             73,310        30,000          16,000
              Direct write-offs                                     (3,810)         -               -
                                                                ----------      --------       ---------
              Balance - end of year                             $  134,500      $ 65,000       $  35,000
                                                                ==========      ========       =========
</TABLE>
     The Companies recognize interest income on impaired loans on actual cash
     received with interest imputed at 8 1/2%.

     The average recorded investment in impaired loans and the interest income
     recognized during the years ended May 31, 1998 and 1997 were approximately
     $467,000 and $29,000 and $265,000 and $24,000, respectively.

                                      F-15

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996



NOTE 4 - LONG-TERM DEBT

     Long-term debt at May 31, consists of the following:
<TABLE>
<CAPTION>
                                                                                     1998          1997
                                                                                 ------------  ------------
<S>                                                                                   <C>           <C>    
         B&E Partnership - payable in monthly installments of 
           $7,000 through June 2006. Commencing July 1997,
           monthly payments are adjusted annually by a rate of 5%
           to reflect an inflation factor. Secured by a license
           agreement.  This note is non-interest bearing.                        $    891,694  $    756,000
         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
           bears interest at an annual rate of eight percent.                            -          200,000
                                                                                 ------------  ------------

                  Total debt obligations                                              891,694       956,000

           Less:  Unamortized discounted interest imputed at eight
                     percent on the above non-interest bearing loan.                  250,122       221,921
                                                                                 ------------  ------------

                  Total present value of debt                                         641,572       734,079

           Less:  Current portion                                                      42,437       235,240
                                                                                 ------------  ------------
                                                                                 $    599,135  $    498,839
                                                                                 ============  ============
</TABLE>

     Long-term debt as of May 31, 1998 is payable as follows:

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

                                 1999                               $   42,437
                                 2000                                   50,743
                                 2001                                   59,979
                                 2002                                   70,232
                                 2003                                   81,599
                                 Subsequent                            336,582
                                                                    ----------
                                                                    $  641,572
                                                                    ==========


                                      F-16

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996


NOTE 5 - COMMITMENTS AND CONTINGENCIES

     Leases
     ------

     Haldane leases its executive offices in New York City under two separate
     leases. Both leases have terms of ten years, one expiring in September
     2005, and the other expiring in October 2006. Approximately 61% of the
     space is sublet to related entities. FCC leases office space in Syracuse,
     New York for a term of one year expiring in April 1999.

     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>       
                                 1999                                      $    174,000        $  101,000
                                 2000                                           163,000           101,000
                                 2001                                           181,000           112,000
                                 2002                                           186,000           115,000
                                 2003                                           186,000           115,000
                                 Subsequent                                     493,000           303,000
                                                                           ------------        ----------
                                                                           $  1,383,000        $  847,000
                                                                           ============        ==========

</TABLE>
     Rent expense, net of rental income of approximately $103,000, $96,000 and
     $30,000, charged to operations for the years ended May 31, 1998, 1997 and
     1996 amounted to approximately $117,000, $48,000, and $31,000,
     respectively.

     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 rescission.
     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

                           MAY 31, 1998, 1997 AND 1996


NOTE 5 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

     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, 1998, 1997 and 1996, Haldane recorded
     compensation expense of $73,167, $67,832 and $51,667, respectively.

     Tax Contingencies
     -----------------

     During fiscal 1997, the Internal Revenue Service commenced audits of the
     Companies' consolidated federal tax returns for the years ended May 31,
     1995 and 1996 and is questioning the deductibility of amortization taken on
     intangible assets. The outcome of the audits cannot be readily determined,
     however, it is not expected to have a material impact on the Companies'
     consolidated financial statements. In addition, in June 1998, the Companies
     were notified by the State of New York that the consolidated New York State
     tax returns for the years ended May 31, 1995, 1996 and 1997 have been
     selected for audit. Management believes that the outcome of such audits
     would have no material effect on the Companies' consolidated financial
     statements.

     Going Private
     -------------

     In February 1998, the Companies filed an application to withdraw its common
     shares from the public market. Such application is under review by the
     Securities and Exchange Commission.

     Certain of the Companies' stockholders offered to purchase the shares of
     common stock owned by the public investors at $3 per share, which
     represents the valuation made by a financial advisory company in its
     fairness opinion. The number of shares to be purchased is 217,695 shares or
     $653,085.

                                      F-18

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996


NOTE 6 - COMMON STOCK OPTIONS

     The stock option transactions for the three fiscal years ended May 31, 1998
are summarized as follows:
<TABLE>
<CAPTION>
                                                                                         Weighted-
                                                                                          Average
                                                                        Number           Exercise         Total
                                                                       of Shares           Price          Price
                                                                       ---------           -----          -----
<S>                                                                       <C>            <C>            <C>       
       Outstanding - May 31, 1995 (exercisable at a price of
         $.25 to $3.50 per share)                                         326,000        $   2.26       $  737,250
       Granted at $2.50 per share                                          60,000            2.50          150,000
                                                                       ----------                       ----------

       Outstanding - May 31, 1996 (exercisable at a price of
         $.25 to $3.50 per share)                                         386,000            2.30          887,250
       Granted at $2.50 per share                                          60,000            2.50          150,000
       Terminated                                                        (161,000)           2.95         (474,750)
                                                                       ----------                       ----------

       Outstanding - May 31, 1997 and 1998 (exercisable at
         a price range of $.25 to $2.50 per share)                        285,000            1.97       $  562,500
                                                                       ==========                       ==========

       Exercisable Options -
         May 31, 1996                                                     386,000        $   2.30       $  887,250
         May 31, 1997                                                     285,000            1.97          562,500
         May 31, 1998                                                     285,000            1.97          562,500
</TABLE>

     During the years ended May 31, 1998, 1997 and 1996, options to acquire -0-,
     60,000 and 60,000 shares, respectively, were granted to directors and
     employees of the Companies at market value.

     The Companies apply APB Opinion No. 25 in accounting for its stock options
     and, accordingly, no compensation cost has been recognized for stock
     options in the consolidated financial statements. Had the Companies
     determined 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,
                                                                           -------------------------------------
                                                                               1998         1997         1996
                                                                           -----------  -----------  -----------
<S>                                                                         <C>          <C>           <C>      
              Net income - as reported                                      $  162,070   $  461,092    $ 533,440
              Net income - pro forma                                        $  162,070   $  416,092    $ 497,440
              Earnings per share - basic - as reported                            $.17         $.48         $.48
              Earnings per share - basic - pro forma                              $.17         $.44         $.45
              Earnings per share - diluted - as reported                          $.16         $.45         $.46
              Earnings per share - diluted - pro forma                            $.16         $.41         $.43
</TABLE>

                                      F-19

<PAGE>

                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996


NOTE 6 - COMMON STOCK OPTIONS (CONTINUED)

     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, respectively.


NOTE 7 - 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, 1998 and 1997, Haldane
     repurchased 199,500 shares, (20,000 and 179,500 shares during the years
     ended May 31, 1997 and 1996, respectively), at fair market value with
     prices ranging from $2.49 to $2.75 per share.


NOTE 8 - 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 $126,000 and $145,000 as of May 31, 1998 and 1997 (consisting
     solely of allowances for doubtful accounts and credit losses) are shown as
     current assets in the consolidated balance sheets. No valuation allowance
     has been provided.

                                      F-20

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996


NOTE 8 - INCOME TAXES (CONTINUED)

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

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

                                                                              1998         1997        1996
                                                                          ----------   ----------   ----------
<S>                                                                       <C>          <C>          <C>       
         Current:
           Federal                                                        $   66,803   $  267,457   $  163,448
           State and local                                                    27,732      105,711       75,876
                                                                          ----------   ----------   ----------
                                                                              94,535      373,168      239,324

         Deferred:
           Federal                                                            14,000      (51,000)      93,000
           State and local                                                     5,000      (11,000)      (4,000)
                                                                          ----------   ----------   ----------
                                                                          $  113,535   $  311,168   $  328,324
                                                                          ==========   ==========   ==========
</TABLE>

     Reconciliation of statutory rate to effective income tax rate on continuing
     operations for the years ended May 31, is as follows:
<TABLE>
<CAPTION>
                                                                            1998        1997           1996
                                                                          ---------   ----------   -----------
<S>                                                                           <C>          <C>          <C>  
         At federal statutory rates                                           34.0%        34.0%        34.0%
         Effect of:
             State income taxes, net of federal benefit                        8.1          8.2          7.9
             Permanent differences                                             1.3          1.2           .7
             Tax benefit of operating loss carryforwards                       -            -           (2.6)
             Overaccrual of prior year taxes                                  (2.2)        (2.0)        (1.0)
                                                                           -------     --------      -------

                      Total                                                   41.2%        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. The only significant differences between income tax and financial
     reporting are the allowances for doubtful accounts and credit losses.

                                      F-21

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996


NOTE 9 - 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, 1998, 1997 and 1996, the Companies contributed $36,000,
     $21,000 and $29,750, respectively.


NOTE 10 - 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
                                          --------------------------------------------------------------------
                                              1998         1997         1996        1998       1997       1996
                                          -----------  -----------   -----------  --------   --------   ------
<S>                                       <C>          <C>           <C>          <C>                   <C>  
         Canada                           $   167,594  $   201,148   $   158,572  $          $ 18,559   $   -
                                          ===========  ===========   ===========  ========   ========   ======
         United Kingdom                   $    36,292  $    12,123   $      -     $ 37,186   $   -      $   -
                                          ===========  ===========   ===========  ========   ========   ======
</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
                                                                    -------------------      ----------------
                                                                     1998         1997       1998         1997
                                                                     ----         ----       ----         ----
<S>                                                               <C>           <C>       <C>           <C>     
         Canada                                                   $  57,191     $ 78,047  $   4,895     $ 15,963
                                                                  =========     ========  =========     ========
         United Kingdom                                           $  38,481     $  2,189  $  37,186     $   -
                                                                  =========     ========  =========     ========
</TABLE>
NOTE 11 - RELATED PARTY TRANSACTIONS

     As of May 31, 1998, 1997 and 1996, a principal officer and director of
     Haldane owned and operated offices as follows:
<TABLE>
<CAPTION>

                                                                           1998       1997       1996
                                                                         ---------  ---------  --------
<S>                                                                            <C>       <C>        <C>
                           Canada                                              5         5          5
                           United States                                       2         2          4
                           United Kingdom                                      2         1          -
                                                                            ----       ---        ---
                                 Total offices                                 9         8          9
                                                                            ====       ===        ===
</TABLE>

                                      F-22

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996


NOTE 11 - RELATED PARTY TRANSACTIONS (CONTINUED)

     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.

     During 1998, one new office in the United Kingdom was acquired.

     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 1998 and 1997 of such advances
     amounted to approximately $377,000 and $373,000, respectively. At both May
     31, 1998 and 1997, the balance of such advances was $-0-. In addition, at
     May 31, 1998 and 1997, the Companies were owed approximately $8,900 and
     $11,000, respectively, for miscellaneous reimbursable expenses from these
     entities.

     Interest earned on advances for the years ended May 31, 1998 and 1997 at 8%
     per annum amounted to approximately $30,000 for each year.


NOTE 12 - DISCONTINUED OPERATIONS

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

     The operating results of the travel agency segment for the years ended May
     31, 1998, 1997 and 1996 are shown separately in the accompanying
     consolidated income statement. Net revenues of the travel agency segment
     for 1998, 1997 and 1996 amounted to $-0-, $67,027 and $95,474,
     respectively.

     At May 31, 1998 and 1997, there were no net assets remaining from the
travel agency operations.

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

                                      F-23

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996

NOTE 13 - EARNINGS PER SHARE

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

     Earnings per share for the years ended May 31, were calculated using the
     modified treasury stock method as follows:
<TABLE>
<CAPTION>
                                                                         1998           1997            1996
                                                                     -------------  -------------  -------------
<S>                                                                   <C>            <C>            <C>         
     Numerator
     ---------
       Income from continuing operations                              $    162,070   $    441,150   $    513,444

       Impact of potential common shares                                      -              -              -
                                                                      ------------   ------------   ------------

       Income available to common stockholders
         after assumed conversion of dilutive securities              $    162,070   $    441,150   $    513,444
                                                                      ============   ============   ============

       Income from discontinued operations                            $       -      $     19,942   $     19,996
                                                                      ============   ============   ============

     Denominator
     -----------
       Weighted average number of common shares
         outstanding used in basic EPS                                     949,365        950,903      1,105,442

       Impact of potential common shares:
         Stock options                                                      64,662         69,532         62,503
                                                                      ------------   ------------   ------------

       Weighted number of common share and dilutive
         potential common shares used in dilutive EPS                    1,014,027      1,020,435      1,167,945
                                                                      ============   ============   ============

     Basic EPS
     ---------
       Continuing operations                                               $   .17        $   .46         $  .46
       Discontinued operations                                                 -              .02            .02
                                                                           -------        -------         ------
                  Net income                                               $   .17        $   .48         $  .48
                                                                           =======        =======         ======

     Diluted EPS
     -----------
       Continuing operations                                               $   .16        $   .43         $  .44
       Discontinued operations                                                 -              .02            .02
                                                                           -------        -------         ------
                  Net income                                               $   .16        $   .45         $  .46
                                                                           =======        =======         ======
</TABLE>

     Options to purchase 225,000 shares of common stock, at prices ranging from
     $2.50 to $3.50 per share, were outstanding during the year ended May 31,
     1996, but were not included in the computation of diluted EPS because the
     options' exercise prices were greater than the average market price for the
     common shares.

                                      F-24

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996


NOTE 14 - FAIR VALUE OF FINANCIAL INSTRUMENTS

     The amounts at which cash, accounts receivable, notes receivable, due from
     related parties, accounts payable, current liabilities and long-term debt
     are presented in the balance sheets approximate their fair value.


NOTE 15 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
<TABLE>
<CAPTION>

                                                            1st            2nd           3rd             4th
                                                            ---            ---           ---             ---
<S>                                                    <C>             <C>           <C>             <C>       
     1998
     ----

       Revenues                                        $  798,628      $  718,300    $  605,895      $  765,911
                                                       ==========      ==========    ==========      ==========
       Income (loss) from operations
         before income taxes                           $  266,025      $  189,129    $  (94,785)     $  (84,764)
       Income taxes                                       110,000          76,800        43,276          29,989
                                                       ----------      ----------    ----------      ----------
       Net income (loss)                               $  156,025      $  112,329    $  (51,509)     $  (54,775)
                                                       ==========      ==========    ==========      ==========

       Net earnings (loss) per common share:
         Basic:
           Continuing operations                           $   .16        $   .12       $  (.05)         $ (.06)
           Discontinued operations                            -               -             -               -
                                                           ------         -------       -------          ----
                  Net income (loss)                        $  .16         $   .12       $  (.05)         $ (.06)
                                                           ======         =======       =======          ======

         Diluted:
           Continuing operations                           $  .15         $   .11       $  (.05)         $ (.05)
           Discontinued operations                            -               -             -               -
                                                           ------         -------       -------          ----
                  Net income (loss)                        $  .15         $   .11       $  (.05)         $ (.05)
                                                           ======         =======       =======          ======

       Market price per share:
         High                                              $ 3.25         $  3.00       $  3.00          $ 3.00
         Low                                                 2.25            2.31          2.19            2.38
</TABLE>

                                      F-25

<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           MAY 31, 1998, 1997 AND 1996


NOTE 15 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (CONTINUED)
<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 (loss) per share:
         Basic:
           Continuing operations                           $  .17         $   .16       $   .11          $  .03
           Discontinued operations                           (.01)            .03           -               -
                                                           ------         -------       -------          ----
                  Net income                               $  .16         $   .19       $   .11          $  .03
                                                           ======         =======       =======          ======

         Diluted:
           Continuing operations                           $  .16         $   .15       $   .10          $  .03
           Discontinued operations                           (.01)            .03           -               -
                                                           ------         -------       -------          ----
                  Net income                               $  .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>

     There were no dividends for either year.


NOTE 16 - PRIOR PERIOD ADJUSTMENT

     Additional paid-in capital and retained earnings at May 31, 1995 have been
     adjusted to record the cumulative equity of minority interests in losses
     for the period 1989 through February 1995, not previously recorded. On
     February 2, 1995 such interests were purchased through the issuance of
     75,000 shares of comon stock and was recorded at the book value of the
     minority interest 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.

     The error had no effect on net income for the years subsequent to May 31,
     1995.

                                      F-26

<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