SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549

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

                                   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, 1996                                             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                                                   NASDAQ

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


                                     COMMON

                                (Title of Class)


                                        1


<PAGE>



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

                                                           YES   X     NO
                                                               ----       ----

      The aggregate  market value of the voting stock held by  nonaffiliates  of
the Registrant is approximately $1,051,600* (as of July 31, 1996.)


              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

      Indicate by check mark whether the  Registrant has filed all documents and
reports  required  to be filed by  Sections  12, 13, or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                                                YES        NO        N/A   X
                                                    ----      ----       ----

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

      Indicate  the number of shares  outstanding  of each of this  Registrant's
classes of common stock, as of the latest  practical date:  1,148,865  shares of
common  stock  issued and  outstanding  as of May 31,  1996.  (Includes  179,500
treasury shares.)


                       DOCUMENTS INCORPORATED BY REFERENCE

      Company's Registration Statement filed on Form S-18, File No. 000-18097.

      Annual Report on Form 10-K for the year ended May 31, 1993.

      Annual Report on Form 10-K for the year ended May 31, 1989.


      *Based upon market value of $2.59 per share,  representing  the average of
the low bid and ask  prices of  Registrant's  common  stock on July 31,  1996 as
reported by NASDAQ.



                                        2


<PAGE>



Item 1.  Business

(a)   General Development of Business
      -------------------------------

      Bernard Haldane  Associates,  Inc. (the "Company")  f/k/a Quantum Ventures
Group, Inc. owns the worldwide  licensing rights to the Bernard Haldane name and
system of career consulting.  The Bernard Haldane organization  operates through
offices  in  the  United   States  and  Canada   offering   career   consulting,
out-placement  and job search  services  under the Bernard  Haldane name.  Today
there are 69 Bernard Haldane offices operating in the United States and Canada.

      During the  Company's  last fiscal  year,  12 new  licensee  offices  were
opened.  Management  intends  to open  additional  licensee  offices,  and where
applicable,  offer  franchise  offices.  There are  currently  no company  owned
Haldane offices and management does not currently anticipate opening any company
owned Haldane offices.  The Company has been looking into  opportunities to open
licensed  offices in the  United  Kingdom.  The  Company  is also  developing  a
specially designed career consulting program to be offered to graduating college
students through its newly created, wholly owned subsidiary,  First Career Corp.
(See the  narrative  description  of  Business,  Item  1(c) for a more  detailed
description of the operations of CSMC and the Bernard Haldane operations.)

(b)   Financial Information about Industry Segments
      ---------------------------------------------

      The Company's  principal and sole business  activity after terminating its
retail  travel  agency,   Quantum  Tours  International,   is  providing  career
consulting and advisory services under the Bernard Haldane name. Bernard Haldane
operations  generated royalty revenues of $2,244,818 and generated income before
taxes of $841,768, for the Company's last fiscal year.

(c)   Narrative Description of Business
      ---------------------------------

      The  Bernard  Haldane  system  offers its  clients a program  designed  to
prepare and teach its clients a means to achieve  individual career  advancement
and personal  development.  The Bernard Haldane system (the "System")  instructs
clients  on the  dynamics  of their  own  human  potential  and how to cope with
adverse changes in their  occupational life through  individualized  counselling
sessions which normally last from three to twelve weeks.

      Bernard  Haldane  earned a P.H.D.  in  Humanities.  In 1946 he developed a
program to assist U.S.  military  officers in acquiring  civilian jobs following
World War II. Dr. Haldane also launched this program in  universities in the New
York area.




                                        3


<PAGE>



      The initial  Haldane  office was opened in New York in 1947 under the name
"Executive  Job  Counselors",  and by 1948,  Dr.  Haldane was  operating  career
consulting  offices in Boston and Washington,  D.C. In 1958, Dr. Haldane changed
the Company's name from Executive Job  Counselors to Bernard  Haldane,  which it
and its licensees have used since that time.

      The current  system of  licensing  Bernard  Haldane  offices  began in the
1960s, with licensee offices in New York,  Chicago and Philadelphia.  The system
of Haldane licensee office expanded  significantly in the 1970s and early 1980s.
In 1986 Dan Bruce,  a licensee who operated  several  Haldane  offices,  and the
owner and principal  shareholder of DRB Ltd.,  acquired from Career Productivity
Inc., an entity owned by Dr. Bernard Haldane,  the principal rights,  names, and
methods  relating to  "Individual  Career  Counseling  Services"  on a worldwide
basis,  including the name "Haldane" and variations thereof,  although excluding
certain  activities  relating to the  personal  activities  of Dr.  Haldane.  In
consideration  for the transfer of these  rights,  DRB agreed to pay $14,000 per
month for ten years and $7,000 per month for an additional ten years (the latter
amount to be adjusted  beginning the eleventh year by 5% per year to "reflect an
inflation factor". To secure such payments,  DRB granted CPI a security interest
in the names, methods, rights, sublicenses, etc. conveyed therewith.

      In September 1989, there were  approximately  thirty seven Haldane offices
operating  throughout the United States and Canada. In most cases these licensee
offices paid a royalty fee equal to five percent (5%) of gross cash  revenues to
the license holder (DRB).  Total royalty  revenues  received by DRB for the year
ended 1988 totalled approximately $450,000.

      In September  1989, the Company formed Career  Services  Management  Corp.
("CSMC").  CSMC was an 80% owned subsidiary of the Company. In February 1995 the
Company acquired all shares of stock owned by the five minority  shareholders in
exchange for the issuance of a total of 75,000  shares of the  Company's  common
stock. During the past year as part of the Company's stock repurchase program, a
total of 45,000 of these  shares  have been  repurchased  at an average  cost of
$2.50 per share.

      In September 1989, CSMC acquired all of the issued and outstanding  shares
of stock of DRB for $1.25  million  payable,  $1 million at closing and $250,000
pursuant to a promissory note payable to Dan Bruce which provided for payment of
principal  and  interest  at the  rate of eight  percent  (8%)  per  annum.  The
principal  balance  on the note was to be  amortized  over a period of ten years
with the entire unpaid principal balance due in 1992. Mr. Bruce has subsequently
extended this  obligation  and under its current  terms  provides for payment of
interest only on the remaining outstanding principal balance of $200,000 payable
monthly at a  rate of eight  percent (8%) per annum. The entire unpaid principal

                                        4


<PAGE>



balance is due January, 1997.

      In addition to the  payment of the $1.25  million for the DRB shares,  DRB
remains  obligated to make monthly  payments of $7,000 per month until July 2006
(previous  to  July,  1996,  these  payments  were  $14,000  per  month)  to B+E
Partnership.  At the time of  acquisition  of DRB Ltd. these payments were being
made by DRB Ltd. to Career  Productivity  Inc., whose owner was Bernard Haldane.
Subsequent  thereto,  Career Productivity Inc. sold this obligation due from DRB
to B+E  Partnership.  One of the partners of B+E  Partnership is Dan Bruce,  the
previous  owner of DRB Ltd.  The  obligation  of DRB to pay B+E  Partnership  is
secured by the Haldane license. Should DRB default on its obligation,  DRB would
forfeit  all  rights  to the  use of the  Haldane  name  and  system  of  career
consulting.  Mr. Bruce is not involved in either DRB's or the Company's  current
operations.

      As of May 31,  1996,  there  were 69  Bernard  Haldane  offices  operating
throughout the United States and Canada.  The Company does not currently operate
any Haldane offices.  However, several licensee offices are owned by entities in
which Jerold Weinger, the Company's president and chief executive officer serves
as either an officer,  director or  shareholder.  Any Haldane office opened in a
new  territory  is  subject to payment  of a  licensing  fee to DRB Ltd.  at the
prevailing licensing rate. Licensees may open additional licensed offices within
an  existing  territory  without  payment  of any new  licensing  fees.  Offices
purchased from existing licensees were not subject to payment of any territorial
fee to DRB. (See "Certain Transactions")
















                                        5


<PAGE>



                           THE BERNARD HALDANE SYSTEM

      The  Bernard   Haldane  System  (the   "System")   offers  its  clients  a
sophisticated  vocational program which can be utilized for career  advancement,
job hunting and self  satisfaction.  Most clients utilize the program as a means
to facilitate their job search or career development.

Some of the services offered included:

      Appraisal of client's qualifications.
      Development of client's career goals.
      Training clients to establish immediate and long-range
      objectives in relation to career goals.
      Developing a marketing program for the client.
      Developing a program to assist in establishing
      appropriate interview contacts.
      Preparation for interviews.
      Development  of  effective  interview  techniques  to induce  job  offers.
      Counseling  on salary  negotiations  and fringe  benefits.  Assistance  in
      reviewing and assessing job offers.
      Future career planning.
      Consultation,   as  needed   concerning   organizational,   political  and
      interpersonal  skills related to career advancement.  Continued assistance
      for up to three years with client's career development.

      The System aids the client in developing the skills and tools necessary to
conclude a successful  job search.  The offices  provide  professional  guidance
through the actual search process and provides  assistance  until the client has
found a suitable position.  The System is taught on an individualized basis with
the client  working with a  professional  career adviser who guides and supports
the client through this process.

      The Bernard  Haldane  offices  will assist and support the client in three
ways; tangibly, psychologically and motivationally.  "Tangibly" includes several
aspects,  such as researching  companies via computer data bases, annual reports
and  brochures,  so the  client has an  understanding  of the  potential  of the
company's  background  and who  possibly  to  contact.  The client  undergoes  a
debriefing  regarding the  interviews he has went on in order to ascertain  what
the  client  has or has not  learned.  The  client  is  advised  as to the  next
appropriate  action to take. The  psychological  and  motivational  support is a
combination of the whole process as it is a part of the procedure to re-motivate
the client from the  frustrations  and  anxieties of the  interview  process and
unemployment.  The Bernard Haldane Office will work and support the client until
he/she has  accepted  the  position  of his/her  choice  within the  contractual
limitations.

                                        6


<PAGE>



      Each  office has the  flexibility  in the way it may  conduct  the System.
However, the offices must comply with the overall System guidelines.

      Once the client has commenced the new employment  and/or position,  he/she
enters into the  follow-up  phase of the program.  A client should return to BHA
approximately  90 days after  completion  of the  marketing  phase so his career
position can be assessed and to determine the client's attitudes and the way the
client has  progressed in to this new  position.  From this point the client can
draw upon the System and support services when and if needed for the duration of
the contract.

Client Fees
-----------

      A typical client pays fees set by the  individual  office in cash or based
on a payment plan over a period of several months.  Fees for the Haldane program
typically  cost from  $3,500 to  $7,500.  Fees are  payable  upon  commencement.
Licensee offices may, at their  discretion,  accept  installment  payments.  The
Company does not provide the sublicensee with financing.

Sub-licensee Fees
-----------------

      Sub-licensees (those owners/operators of the individually licensed Haldane
offices)  typically  pay a royalty  fee of either 5% or 6% of gross  revenues to
DRB. Royalty payments are due only on money actually collected.  New territorial
licenses are granted for a term of 20 years.  Prospective sublicensees typically
pay a sublicensing fee to DRB of approximately  $25,000 for the right to operate
a Haldane license in a designated area. This fee may be paid in full at the time
of executing the license or over a period of time.

The Bernard Haldane Operations
------------------------------

      The Haldane offices are generally located in suburban  metropolitan  area.
The size of each  office  varies  considerably  from one  licensee  to  another.
Average monthly rents vary considerably  depending upon the city and location of
each office. A typical Haldane office employs two consultants, two advisors, one
administrative  receptionist and one client support staffer. The consultants and
advisors are paid on a commission  basis.  The  administrative  receptionist and
client support staffer are paid a salary.  However, some offices may employ more
or less according to demand.

      The Company  believes its relationship  with the independent  sublicensees
good and sponsors an annual conference in which owners, consultants and advisors
are invited to attend. The Company  coordinates a national  advertising  program
for  the   benefit  of  all  offices  in  the  BHA   organization   and  through


                                        7


<PAGE>


advertisements in such  publications as the National Business  Employment Weekly
and The Wall Street  Journal.  The  Company  also  provides  initial and ongoing
seminars for career  advisors and  consultants as well as a company  newsletter.
Some of the licensee  offices  utilize  television  and radio to supplement  the
present advertising.

      Jerold Weinger  serves as the  President,  Chairman of the Board and Chief
Executive Officer of the Company and oversees the Haldane operations.

Proposed Activities
-------------------

      The  continued  success  of the  Bernard  Haldane  operations  is  largely
dependent upon the number and success of local licensees. As a result, Haldane's
strategy is to continue the growth of its current  activities  through selective
expansion  of licensee  offices.  During the  Company's  last fiscal year 12 new
licensee offices were opened. No territorial  licensing fees were generated from
opening  these  offices.  However,  the Company will receive its normal  royalty
payments from revenues  generated by these offices.  As the value of the Bernard
Haldane  name  increases,  Management  hopes to open  additional  offices in new
territories  which will pay an initial  licensing fee to DRB Ltd. in addition to
the  monthly  royalty.  Management  has  determined  that the  program of career
consulting  developed  by Dr.  Haldane,  can be adapted and  marketed in Europe.
Management has been exploring the  possibility of granting  licensing  rights to
operate Haldane  offices in the United Kingdom.  While there can be no assurance
that the Company will be able to identify  prospective  licensees who can launch
the Haldane program,  management  remains optimistic that during the next fiscal
year, that there will be a licensed Haldane office in the United Kingdom.

      In conjunction with the planned expansion of licensee offices, DRB intends
to register as a franchisor in those states which require registration and offer
franchise  offices.  (See  "Government  Regulations".)  The Company's  franchise
circular has been filed and approved by the New York Attorney General's office.

      Some of the  licensee  owned  offices  currently  provide  out-  placement
services to clients.  Management has found that many large national and regional
companies  require  the  services of a skilled  out-placement  company to assist
discharged  employees  to meet their goals and explore the market  place for new
job opportunities. In furtherance of these objectives,  Management has developed
an out-placement service,  called OUTFLEX, which is coordinated by the executive
offices and operated  through the various  licensee  offices.  Due to the unique
nature of out- placement  services,  the nationwide  Haldane Operations have met
with limited success in the out-placement  field.  However,  individual  Haldane
offices  have met with varying  degrees of  profitability  in the  out-placement
field.  There are currently no plans for DRB to actively pursue an out-placement
program.

                                        8


<PAGE>





      During the past year,  management has determined that  graduating  college
students lack the training and skills to successfully embark on their employment
search.  In  furtherance   thereof,  the  Company  has  formed  a  wholly  owned
subsidiary,  First Career Corp., which has developed a career consulting program
aimed  specifically at graduating  college students.  The program was first test
marketed at Syracuse  University  and has been  discussed  with several  Haldane
licensees  who have  expressed an interest in  marketing  the program to college
students.  It is  anticipated  that  the  First  Career  program  should  become
operational in the coming fiscal year.

Competition
-----------

      Management  believes that Bernard Haldane provides a unique service to its
clients which is unmatched by so-called job placement  agencies which attempt to
match clients with prospective  employees as opposed to the Haldane system which
provides individualized career consulting services.

      Nationwide there are several large career out-placement agencies including
Drake Beam Moran,  Right  Associates and Lee Hecht Harrison and Associates which
compete with Haldane to provide corporate out-placement and counseling services.
The focus of these companies is out-placement  services marketed to corporations
and not the individual client which is the primary focus of Haldane. However, as
Haldane expands in the out-placement field,  Haldane  organizations will compete
more directly with these entities.

      The career consulting and employment  service market is highly fragmented,
and no single company possesses a major share of the market.  Although there are
hundreds of career  consulting,  job placement and employment service companies,
most are very small and operate in a single market.

      The  large   number  of   employment   services   and  career   consulting
organizations is a result of the low barriers to entry in the industry. However,
most companies remain small because expansion  requires a continued  increase in
working capital.

      The competitive  structure within each local marketing area is unique.  In
most major markets,  many of the large job placement  publicly traded  companies
will be present, and in addition,  there will be several large local competitors
which operate only in that market.  Competition is also provided by governmental
entities, such as state employment offices.

      The  Company's  marketing  strategy  is to promote  its  services in local
markets primarily through print advertising. Some licensee offices have utilized

                                        9


<PAGE>



radio and  television  advertising  with  varying  degrees of  success.  DRB has
prepared  television  commercials for use by the individual licensee offices and
makes these commercials  available at no charge.  Advertising in The Wall Street
Journal and National Business  Employment Weekly provide the Haldane system with
national exposure.  Each one of the sub-licensee offices, the owner/operators of
the individual  licensee  offices,  contribute to the cost of advertising in the
National Business Employment Weekly.

      Career consulting agencies in the U.S. are not regulated by any particular
federal laws. However, some states require registration and/or licensing.

Government Restrictions
-----------------------

      Career  consulting  and  job  placement   organizations   have  become  an
increasingly  regulated  field,  particularly  by  the  states.  Several  states
prohibit  the payment of an advance  fee prior to securing a new job.  While the
Bernard Haldane system does not advertise as a job placement  agency some states
could  construe  the  Haldane  operations  as  falling  within  their  statutory
guidelines and accordingly,  restrict  operations in that state or, prohibit the
payment of any advance fees. Such regulation may adversely affect the operations
of the licensee offices.

      All Bernard  Haldane  offices  are subject to state and the Federal  Trade
Commission's  guideline on advertising and unfair and deceptive trade practices.
Prior to CSMC's  acquisition  of DRB  several  of these  offices  were cited for
violations of these  provisions.  Management  believes that the licensee offices
are currently in compliance will all applicable guidelines.

      The Federal Trade  Commission  and some states may view,  the payment of a
royalty fee, the basis of which is the granting of a right to operate a business
using  the  payee's  name,   program  or  system  as  constituting  a  franchise
relationship. The fee may be a set sum for the right to operate the business or,
the royalty  payment may be based upon the payee's  revenues or a combination of
both.

      The Federal Trade  Commission has  promulgated its own rules regarding the
sale  of  franchisee   locations   which  are  formally   entitled   "Disclosure
Requirements and Prohibitions  Concerning  Franchising and Business  Opportunity
Ventures".  These rules  provide in part that prior to the sale of a  franchise,
the franchisor must deliver to the franchisee a disclosure  document.  Filing of
the franchise  documents with the FTC is not required prior to soliciting  sales
of the franchise.  Certain states may or may not have similar  disclosure and/or
registration requirements.  During the past fiscal year, the Company's franchise
document has been approved by the New York Attorney General's office.


                                       10


<PAGE>



      In those states where the granting of a license for the right to operate a
Bernard  Haldane  office may  constitute a franchise,  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 is not material.  The System
of DRB licensed Bernard Haldane offices has been in existence since the 1960s. A
majority of the current sublicensees  acquired their license from DRB Ltd. prior
to  the  Company's  acquisition  of  its  Haldane  license.  Even  assuming  any
sublicensee  has a  private  right of  rescission,  the  applicable  statute  of
limitations has expired for these private actions.  The Company expects to incur
no additional costs of any significance relating to this situation.

Employees
---------

      The  Company  employs  two  full  time  employees.   Additional   staffing
requirements are handled by temporary staffing agencies.


Travel Services
---------------

      In October 1992, the Company formed  Quantum Tours  International  ("QTI")
f/k/a/ QV Financial Services, Inc., QTI is a full service travel agency licensed
in the state of  Florida  as a seller of  travel.  QTI  provides  commissionable
travel services for air, hotel, car, cruise and other means of travel.


      Despite  income of $19,996 on revenues  of $95,474  during the past fiscal
year,  management has determined  that corporate  assets and resources  would be
better  allocated  by  focusing  exclusively  on the  Haldane  and First  Career
operations.  As a result,  upon  completion of its upcoming tour, QTI will cease
operations.



Item 2.  Properties
-------------------

      The Company's executive and corporate offices are currently located at 192
Lexington  Avenue,  New York,  New York  10016.  The  Company  currently  leases
approximately  7,000 square feet of space at a cost of approximately  $9,900 per
month. The Company  subleases  approximately 72% of this space, at the same cost
per square foot,  to entities in which Mr.  Weinger is  associated.  Net monthly
lease cost to the  Company  after  payment by the  subtenants  is  approximately
$2,800 per month.




                                       11


<PAGE>



Item 3.  Legal Proceedings
--------------------------

      There are currently no pending or threatened material legal proceedings.


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

                                     NONE




                                    PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matter.
------------------------------------------------------------------------------

      (a)   Market Information
            ------------------
  
      The Company's common stock is currently traded on the National Association
of Securities  Dealers  Automated  Quotation System  ("NASDAQ") under the symbol
"BHAL".  There is limited trading actively in the Company's securities and there
can be no assurance a regular trading market for the Company's common stock will
be sustained.

      The following table sets forth,  for the period  indicated,  the bid price
range of the Company's common stock:

                                                            Common Stock

                                                      High Bid         Low Bid
                                                      --------         -------
1993
----

Quarter Ended February 28, 1993                        $1.00           $ .875

Quarter Ended May 31, 1993                             $1.00           $ .875

Quarter Ended August 31, 1993                          $1.625          $ .875

Quarter Ended November 30, 1993                        $2.00           $1.310


                                       12
                                      

<PAGE>


1994                                                 High Bid         Low Bid
-----------------------------------------------------------------------------

Quarter Ended February 28, 1994                        $2.87           $2.00

Quarter Ended May 31, 1994                             $3.00           $2.00

Quarter Ended August 31, 1994                          $2.75           $2.50

Quarter Ended November 30, 1994                        $2.75           $2.625

1995
----

Quarter Ended February 28, 1995                        $2.50           $2.620

Quarter Ended May 31, 1995                             $2.25           $2.25

Quarter Ended August 31, 1995                          $2.56           $2.43

Quarter Ended November 30, 1995                        $2.53           $2.43

1996
----

Quarter Ended February 28, 1996                        $2.87           $2.43

Quarter Ended May 31, 1996                             $2.56           $2.43

Period Ended July 31, 1996                             $2.43           $2.43

(Prices quoted reflect a prior 100:1 reverse stock split and a 4:1 reverse stock
split in May 1992.)

      Such market quotations reflect the high bid and low prices as reflected by
NASDAQ or by prices,  without retail  mark-up,  mark-down or commissions and may
not necessarily represent actual transactions.  The following companies serve as
market makers for the Company's securities: Josephthal Lyon & Ross, Tasin & Co.,
Carr Securities and Howe, Barnes Investments Inc.

      (b)   Holders
            -------
  
      As of July 31, 1996,  there were  approximately  1350 holders of record of
the Company's common Stock.

      (c)   Dividends
            ---------

      The Company has not paid any cash  dividends  since its  inception and the
Board of  Directors  does not  contemplate  doing  so in the  near  future.  Any
decisions  as to future  payment of  dividends  will depend on the  earnings and
financial  position  of the  Company  and such  other  factors  as the  Board of
Directors deems relevant.

                                       13


<PAGE>



Item 6.  Selected Financial Data
--------------------------------

      Summary of Operations:

      For the Years Ended May 31, 1996, 1995, 1994, 1993 and 1992.

                     1996          1995         1994         1993        1992
                                (Restated)   (Restated)   (Restated)
Revenue


Royalty
Income           $2,244,818   $ 1,747,988   $ 1,214,091   $ 959,395   $ 739,933
                            
Sublicense                  
Income           $            $   104,214   $    99,625   $  19,229   $  46,124
                  ---------  
                             
Other                        
Income           $            $    35,400   $             $           $
                  ---------                                --------    --------
                             
Interest                     
Income           $   99,621   $    49,785   $    14,062   $  12,464   $  19,879
                             
                             
Total                        
Revenues         $2,344,439   $ 1,937,387   $ 1,327,778   $ 991,088   $ 805,936
                             
                             
Net Income                   
 (Loss)          $  533,440   $   699,105   $   206,074   $ (86,670)  $ (90,515)
                             
Net Income                   
 (Loss per                   
  Share of                   
  Common Stock)  $     0.44   $      0.61   $      0.20   $    (.09)  $    (.10)
                             
                              
          Restated for discontinued operations of retail travel agency.
                              
                             









                             
                                       14
                             

<PAGE>                       
                             
SUMMARY OF BALANCE SHEET AS  OF MAY 31

                     1996          1995         1994         1993        1992
                                (Restated)   (Restated)   (Restated)
                             
CURRENT ASSETS     $2,147,294   $2,007,844   $1,128,480   $  731,440  $  579,799
                             
Other Assets       $1,277,536   $1,504,467   $1,529,655   $1,697,903  $2,060,903
                             
TOTAL ASSETS       $3,424,830   $3,512,311   $2,658,135   $2,429,343  $2,640,702
                             
                             
CURRENT LIABILITIES          
                             
Account Payable              
and other Current            
Liabilities        $  149,695   $  213,660   $  157,424   $  137,096  $  103,400

Current Maturities
of Long Term Debt  $  245,956   $  315,951   $  307,065   $  298,860  $  314,395

Other Liabilities  $  555,799   $  591,437   $  702,988   $  810,053  $  952,903

Stockholder's
Equity             $2,473,380   $2,391,263   $1,490,658   $1,183,334  $1,270,004


TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY             $3,424,830   $3,512,311   $2,658,135   $2,429,343  $2,640,702

          Restated for discontinued operations of retail travel agency.

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

      Management  is pleased with the results of  operations  for the past year.
Royalty  revenues  increased  by over 28% during the past year  increasing  from
$1,747,988.00 to $2,244,818.  During the past year,  management has concentrated
on opening new  licensed  offices.  However,  the Company did not  generate  any
revenues from the sale of  territorial  rights as compared to $104,214 the prior
fiscal year.

      Management  believes  that the number of Haldane  offices will continue to
increase as current  licensees  expand  their  operations  and new  licensees or
franchisees  are  secured.  Management  anticipates  opening a licensed  Haldane
office in the United Kingdom this coming year. In addition, the Company hopes to
launch its program of career  consulting for college  graduates under the "First
Career" name.  This,  combined with the growing strength of the Haldane name and
organization  in the  field of career  consulting  and  out-placement  services,
should result in increasing revenues.

      Management  has  determined to focus  exclusively on expanding the Haldane
system,  and given the poor  performance  of Quantum Tours over the past several


                                      15

<PAGE>


years,  the Company  intends to close  Quantum  Tours upon  completion  of QTI's
outstanding tour commitments.  As a result,  the Company's prior years financial
statements have been adjusted to reflect the discontinued operations.


LIQUIDITY CAPITAL RESOURCES

      As of May 31,  1996 the  Company  had  $2,147,294  in  current  assets  as
compared to $2,007,844 on May 31, 1995.


      Accounts  receivable  for 1996 total  $329,146  as compared to $269,067 in
1995. This increase is directly  attributable to the increasing royalty revenues
generated from the Haldane operation.  The Company has also recorded $83,000 for
deferred  taxes as compared to  $172,000 in 1995 due to the  elimination  of the
Company's  net  operating  loss   carryforward.   Total  assets  decreased  from
$3,512,311 to $3,424,830.

      Current liabilities decreased from $529,611 as of May 31, 1995 to $395,651
as of  May  31,  1996  due  primarily  to  the  satisfaction  of an  arbitration
proceeding  instituted  by a former  licensee.  Long term debt was reduced  from
$587,037 to $541,080.

      For  1996,  cash flow  from  operating  activities  totalled  $746,509  as
compared to $885,897 in 1995 and $452,673 in 1974.

      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  of $513,444 on
revenues of $2,344,439,  and net income,inclusive of discontinued  operations of
QTI, totalling $533,440 during the fiscal year ended May 31, 1996. This compares
to a net income of $699,105 on revenues of $1,937,387  for the fiscal year ended
May 31,  1995 and net income of $178,074  on  revenues  of  $1,327,778.  Royalty
income from Haldane  offices  increased from $1,214,091 in 1994 to $1,747,988 in
1995 and  $2,244,818  in 1996.  This 28%  increase  from 1995 to 1996 in royalty
revenue can be attributable primarily to two factors;


                                       16


<PAGE>



            1. An increase in the  number of  sublicensee offices operating this
year as compared to last year; and

            2. Increased  royalty  revenues  attributable  to an increase in the
number of  clients  serviced  by the  Haldane  offices  and  increased  fees for
providing the consulting services.

      Payroll,  general and administrative costs increased from $878,633 in 1995
to $1,147,271. This increase can be attributable to increased costs and expenses
associated  with  the  operations,  management  and  oversight  of  the  Haldane
operations,  increased  costs and payroll  expenses at the  Company's  executive
offices as well as costs  associated  with the  development  of the FIrst Career
college program.

      Advertising  expenditures  increased from $46,805 in 1995 to $73,538.  The
increase in  advertising  expense is due to the Company's  commitment to support
the  Bernard  Haldane   sublicensees  by  promoting  the  Bernard  Haldane  name
throughout the country.

      Income before taxes was $841,768 as compared to $728,806 in 1995. However,
net income  after taxes  declined  from  $699,105 to $533,440.  The  significant
decline in after tax net income was due to a tax  liability of $328,324.  During
the prior year(s) the Company was able to utilize  carryforward tax losses.  All
carryforward  tax  losses  have been  utilized  and the  Company  was liable for
federal and state income taxes at the prevailing rates on current income.

      The  Company  anticipates  revenues  to increase in the coming year as the
existing  Haldane  offices  become more  profitable.  The opening of  additional
licensee or franchisee  offices will generate  additional  royalty  revenues and
territorial fees. In addition,  the Company anticipates that the introduction of
First Career to graduating  college students will generate  additional  revenues
for the Company.

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


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


                                       17


<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                                      INDEX

                              FINANCIAL STATEMENTS








                                                                    PAGE
                                                                    ----

Independent Auditors' Reports                                       F-2

Consolidated Balance Sheets
   May 31, 1996 and 1995                                        F-3   -   F-4

Consolidated Statements of Income
   Years Ended May 31, 1996, 1995 and 1994                      F-5   -   F-6

Consolidated Statements of Changes in Stockholders' Equity
   Years Ended May 31, 1996, 1995 and 1994                          F-7

Consolidated Statements of Cash Flows
   Years Ended May 31, 1996, 1995 and 1994                      F-8   -   F-9

Notes to Consolidated Financial Statements                      F-10  -   F-24














                                       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, 1996 and 1995 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,  1996.  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, 1996 and 1995 and the results of
their  operations and their cash flows for each of the three years in the period
ended May 31, 1996, in conformity with generally accepted accounting principles.





                                                   /s/ Miller, Ellin & Company
                                                   CERTIFIED PUBLIC ACCOUNTANTS

New York, New York
August 14, 1996

                                       F-2


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


                                     ASSETS

<TABLE>
<CAPTION>
                                                                     MAY 31,
                                                            ----------------------- 
                                                               1996          1995
                                                             ---------    --------- 
                                                                          (Restated)
<S>                                                        <C>            <C>    
CURRENT ASSETS:                                                        
    Cash and cash equivalents                               $1,559,116      756,737
    Short-term investments                                      53,146      450,876
    Accounts receivable - net of allowance for doubtful
       accounts of $170,000 in 1996 and $110,000 in 1995       329,146      269,067
    Notes receivable (Note 2)                                   48,478       53,803
    Due from related parties (Note 11)                          28,039      260,000
    Prepaid expenses and miscellaneous receivables               9,734       28,722
    Deferred taxes (Note 7)                                     83,000      172,000
    Net assets of discontinued operations (Note 12)             36,635       16,639
                                                            ----------   ----------

           Total current assets                              2,147,294    2,007,844
                                                            ----------   ----------

OTHER ASSETS:
    Licenses - net of accumulated amortization of
       $1,460,376 in 1996 and $1,262,835 in 1995 (Note 3)    1,062,152    1,259,693
    Equipment, fixtures and leasehold improvements -
       net of accumulated depreciation of $19,549 in
       1996 and $18,119 in 1995                                 20,031         --
    Security deposits and other                                 60,460       62,360
    Notes receivable (Note 2)                                  134,893      182,414
                                                            ----------   ----------

           Total other assets                                1,277,536    1,504,467
                                                            ----------   ----------

TOTAL ASSETS                                                $3,424,830   $3,512,311
                                                            ==========   ==========

</TABLE>
                                                                     








         The accompanying notes are an integral part of these statements

                                       F-3


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                                     MAY 31,
                                                            ------------------------ 
                                                               1996          1995
                                                            ----------   ----------- 
                                                                          (Restated)
<S>                                                        <C>            <C>    
CURRENT LIABILITIES:                                                          
    Cash overdraft                                         $    18,044   $      --
    Current maturities of long-term debt (Note 3)              245,956       315,951
    Accounts payable                                            56,968        37,895
    Accrued expenses and other current liabilities (Note 9)     12,778       114,381
    Income taxes payable                                        61,905        61,384
                                                           -----------   -----------

        Total current liabilities                              395,651       529,611
                                                           -----------   -----------

OTHER LIABILITIES:
    Long-term debt (Note 3)                                    541,080       587,037
    Deferred rent payable                                       14,719         4,400
                                                           -----------   -----------
                                                               555,799       591,437

        Total liabilities                                      951,450     1,121,048
                                                           -----------   -----------

COMMITMENTS AND CONTINGENCIES (Note 4)

STOCKHOLDERS' EQUITY (Note 5):
    Common stock ($.00001 par value; 950,000,000 shares
      authorized, 1,148,865 shares issued and
      outstanding)                                                  12            12
    Additional paid-in capital                               2,761,727     2,761,727
    Retained earnings (deficit)                                162,964      (370,476)
                                                           -----------   -----------
                                                             2,924,703     2,391,263
    Less: Treasury stock (179,500 shares at cost) (Note 6)     451,323          --
                                                           -----------   -----------

        Total stockholders' equity                           2,473,380     2,391,263
                                                           -----------   -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $ 3,424,830   $ 3,512,311
                                                           ===========   ===========
</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,
                                            ----------------------------------------
                                                1996          1995            1994
                                            -----------    ----------    -----------
                                                           (Restated)     (Restated)
<S>                                         <C>           <C>            <C>    
REVENUES:                                                                            
  Royalty income                            $ 2,244,818   $ 1,747,988    $ 1,214,091
  Interest, dividends and other income           99,621        49,785         14,062
  Sub-license income                            104,214        99,625
  Gain on sale of investment (Note 1)              --          35,400           --
                                            -----------   -----------    -----------

        Total revenues                        2,344,439     1,937,387      1,327,778
                                            -----------   -----------    -----------

EXPENSES:
  Payroll and related costs                     362,554       337,207        330,641
  Other general and administrative              784,717       541,426        449,631
  Amortization                                  197,541       197,541        197,544
  Advertising                                    73,538        46,805         33,282
  Interest                                       68,558        75,602         88,807
  Lawsuit judgment (Note 9)                      15,763        10,000        104,381
                                            -----------   -----------    -----------

    Total expenses                            1,502,671     1,208,581      1,204,286
                                            -----------   -----------    -----------

INCOME BEFORE INCOME TAXES (CREDITS)            841,768       728,806        123,492

INCOME TAXES (CREDITS) (Note 7)                 328,324        (2,000)       (69,000)
                                            -----------   -----------    -----------

INCOME FROM CONTINUING OPERATIONS               513,444       730,806        192,492

DISCONTINUED OPERATIONS (Note 12):
  Income (loss) from operations of travel
  agency to be disposed of (net of income
  taxes of $8,000, $-0- and $-0-)                19,996       (31,701)       (14,418)
                                            -----------   -----------    -----------

INCOME BEFORE CUMULATIVE EFFECT OF
  ACCOUNTING CHANGE                             533,440       699,105        178,074

CUMULATIVE EFFECT OF ACCOUNTING CHANGE
  FOR INCOME TAXES PRIOR TO 1994                   --            --           28,000
                                            -----------   -----------    -----------

NET INCOME                                  $   533,440   $   699,105    $   206,074
                                            ===========   ===========    ===========
</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,
                                                -----------------------------------
                                                    1996        1995         1994
                                                -----------  ----------   ---------
                                                             (Restated)  (Restated)
<S>                                             <C>          <C>          <C>   
NET EARNINGS PER COMMON AND
  COMMON EQUIVALENT SHARE:
    Continuing operations                          $ .43        $ .64       $  .19
    Discontinued operations                          .01         (.03)        (.02)
    Cumulative effect of accounting change          -            -             .03
                                                   -----        -----       ------
                                                   $ .44        $ .61       $  .20
                                                   =====        =====       ======




WEIGHTED AVERAGE NUMBER OF COMMON AND
  COMMON EQUIVALENT SHARES                     1,227,894     1,161,347   1,014,729
                                               =========     =========   =========


DIVIDENDS                                          NONE          NONE         NONE
                                                   ====          ====         ====  

</TABLE>















         The accompanying notes are an integral part of these statements

                                       F-6


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY




<TABLE>
<CAPTION>


                                       COMMON STOCK,
                                        $.00001 PAR
                                      VALUE, AUTHORIZED                
                                      950,000,000 SHARES  ADDITIONAL    RETAINED      TREASURY STOCK
                                     -------------------    PAID-IN     EARNINGS     -----------------
                                        SHARES  AMOUNT      CAPITAL     (DEFICIT)     SHARES   AMOUNT        TOTAL
                                     ---------- ------  ------------  ------------   -------- --------     --------
<S>                                    <C>       <C>    <C>           <C>            <C>     <C>         <C>
BALANCE - June 1, 1993                  914,622  $ 9    $ 2,458,980   $(1,275,655)     --    $    --     $ 1,183,334
                                                      
Issuance of shares as compensation                    
    (Note 4)                             55,000   --         98,750          --        --         --          98,750
                                                      
                                                      
Exercise of stock options (Note 5)       10,000    1          2,499          --        --         --           2,500
                                                      
Net income for the year ended                         
    May 31, 1994                           --     --           --         206,074      --         --         206,074
                                                      
Rounding of shares                          243   --           --            --        --         --            --
                                      ---------  ---    -----------   -----------   -------  ---------   -----------
                                                      
BALANCE - MAY 31, 1994                  979,865   10      2,560,229    (1,069,581)     --         --       1,490,658
                                                      
Exercise of stock options (Note 5)       94,000    1        201,499          --        --         --         201,500
                                                      
Issuance of shares on acquisition of                  
    minority interest of subsidiary                   
    (Note 1)                             75,000    1             (1)         --        --         --            --
                                                      
Net income for the year ended                         
    May 31, 1995                           --     --           --         699,105      --         --         699,105
                                      ---------  ---    -----------   -----------   -------  ---------   -----------
                                                      
BALANCE - MAY 31, 1995                1,148,865   12      2,761,727      (370,476)     --         --       2,391,263
                                                      
Repurchase of common stock (Note 6)        --     --           --            --     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    $ 2,761,727   $   162,964   179,500  $(451,323)  $ 2,473,380
                                      =========  ===    ===========   ===========   =======  =========   ===========
</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,
                                                         ----------------------------------
                                                            1996          1995         1994
                                                         ---------    ---------    ---------
                                                                      (Restated)   (Restated)
<S>                                                      <C>          <C>          <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:                                                     
  Net income                                             $ 533,440    $ 699,105    $ 206,074
  (Income) loss from discontinued operations               (19,996)      31,701       14,418
  Adjustments to reconcile net income to net
  cash provided by operating activities:
      Expenses (income) not requiring the use of cash:
        Cumulative effect of accounting change                --           --        (28,000)
        Provision for losses on accounts
          and notes receivable                              97,469       34,866        2,640
        Depreciation                                         1,430        3,623        3,625
        Amortization of licenses                           197,541      197,541      197,544
        Gain on sale of investment                            --        (35,400)        --
        Interest expense - imputed                          52,048       60,935       69,140
        Interest income - imputed                           (6,403)      (6,994)      (6,981)
        Issuance of common stock as compensation              --           --         98,750
        Deferred income taxes                               89,000      (75,000)     (69,000)
      Changes in assets and liabilities:
        Accounts receivable                               (141,548)    (115,359)     (31,580)
        Prepaid expenses                                    18,988      (28,628)       5,906
        Cash overdraft                                      18,044         --           --
        Accounts payable and other current liabilities     (82,009)      61,986       19,578
        Deferred rent payable                               10,319       (1,350)         750
        Net assets of discontinued operations - net        (21,814)      58,871      (30,191)
                                                         ---------    ---------    ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES                  746,509      885,897      452,673
                                                         ---------    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of short-term investments                     (302,138)    (625,876)        --
  Redemption of short-term investments                     699,868      175,000         --
  (Increase) decrease in due from related parties          231,961     (260,000)        --
  Acquisition of fixed assets                              (21,461)        --           --
  Proceeds from sale of investment                            --          5,000         --
  Additions to notes receivable                            (20,000)    (181,213)    (105,000)
  Payments of notes receivable                              63,249       64,650       83,104
  Security deposits                                          1,900      (55,586)        --
  Net assets of discontinued operations - net                 (500)        --         (3,908)
                                                         ---------    ---------    ---------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES        652,879     (878,025)     (25,804)
                                                         ---------    ---------    ---------

</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,
                                                        -----------------------------------------  
                                                             1996           1995           1994
                                                        -----------    -----------    ----------- 
                                                                       (Restated)      (Restated)
<S>                                                     <C>            <C>            <C>    
CASH FLOWS FROM FINANCING ACTIVITIES:                                                      
  Principal payments on debt                            $  (168,000)   $  (168,000)   $  (168,000)
  Exercise of employee stock options                           --          201,500          2,500
  Repurchase of common stock                               (451,323)          --             --
                                                        -----------    -----------    -----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES        (619,323)        33,500       (165,500)
                                                        -----------    -----------    -----------

NET CHANGE IN CASH AND CASH EQUIVALENTS                     780,065         41,372        261,369

CASH AND CASH EQUIVALENTS - beginning                       835,008        793,636        532,267
                                                        -----------    -----------    -----------

CASH AND CASH EQUIVALENTS - ending
  (includes cash of discontinued operations of
  $55,957, $78,271 and $19,401, respectively)           $ 1,615,073    $   835,008    $   793,636
                                                        ===========    ===========    ===========

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

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the year for:
    Interest                                            $    68,558    $    75,602    $    88,807
    Income taxes                                            238,876         15,542           --

</TABLE>
                                                                  









         The accompanying notes are an integral part of these statements

                                       F-9


<PAGE>

                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

    Bernard Haldane Associates,  Inc.  ("Haldane") was incorporated on July 1986
    in the State of  Florida to seek  potential  business  opportunities.  Since
    inception,  Haldane  acquired  or  formed  the  businesses  described  below
    collectively referred to as the "Companies."

    Andover Equities Corp.  ("Andover") was incorporated on July 25, 1988 in the
    State of Florida to seek potential business  opportunities.  Andover filed a
    Registration  Statement  pursuant  to the  Securities  Act of 1933 which was
    declared effective on May 11, 1989. In July 1989,  Haldane  distributed as a
    dividend  3,672,994 shares of Andover from its 18,230,000  shares of Andover
    to  Haldane  shareholders  of record on October  10,  1988.  Andover  had no
    operations  and  negligible  book value and  accordingly,  no value had been
    attributed  to the  dividend.  As of May 31,  1994 and 1993,  Haldane  owned
    14,577,006  shares of  Andover  which was  approximately  eighty  percent of
    Andover's  18,250,000 shares issued and outstanding.  In April 1995, Haldane
    sold  14,000,000  of its  shares  of  Andover  to a group of four  unrelated
    investors  for cash and  notes  totalling  $35,000,  resulting  in a gain of
    $35,400,  which has been included in  operations  for the year ended May 31,
    1995. At May 31, 1995,  Haldane's  investment in Andover,  which  represents
    approximately  3% of the issued and outstanding  shares,  is carried at cost
    and consequently  Andover is not included in the consolidated  balance sheet
    at that date. The results of operations of Andover  through the date of sale
    are included in the consolidated statements of operations for the year ended
    May 31,  1995.  Andover was a totally  inactive  subsidiary  with no assets,
    revenues and insignificant expenses.

    On September 21, 1989, Haldane acquired 80% of the outstanding shares issued
    of  Career  Services  Management  Corp.  ("CSM")  for $800 in  cash.  CSM is
    currently   inactive  but  previously  derived  counseling  fee  income  for
    consulting and advisory  services under the name of Haldane.  Prior to 1992,
    CSM operated six U.S.  offices  which were sold (see Note 4). On February 2,
    1995,  Haldane  acquired the remaining 20% of the outstanding  shares of CSM
    for 75,000 shares of Haldane.

    DRB Ltd.  ("DRB") is an entity  that owns  worldwide  rights to the name and
    methods of Haldane, an individual career counseling and advisory service. On
    September 21, 1989, CSM acquired all of the issued and outstanding shares of
    DRB for  $1,250,000  consisting  of $1,000,000 in cash and a note payable in
    the amount of $250,000 due to Dan R. Bruce. DRB revenues  consist  primarily
    of  royalties   collected   pursuant  to   sub-licensing   agreements   with
    sub-licensees  which  operate 65 Haldane  offices in locations in the United
    States and Canada.  DRB continues to sell territorial  rights.  During 1996,
    1995 and 1994, DRB recognized revenues of approximately $-0-, $100,000,  and
    $100,000, respectively, for the sale of territorial rights (see Note 2).

    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;  accordingly,  the purchase
    price  was  allocated  to the  license  and is  being  amortized  based on a
    percentage of revenues.

                                      F-10


<PAGE>

                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    Nature of Operations (Continued)
    --------------------

    Quantum  Tours  International,  Inc.  ("QT"),  a Florida  corporation,  is a
    wholly-owned  subsidiary  of Haldane and operates as a full  service  travel
    agency whose net assets  approximate 1% of the consolidated  amount.  On May
    31, 1996, the Company  adopted a plan to discontinue  this segment (see Note
    12).

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

    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.

    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   $1,363,000   and   $450,000   at  May  31,  1996  and  1995,
    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.

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

    Equipment and fixtures are being depreciated  primarily on the straight-line
    basis over a five year life. Leasehold improvements are being amortized over
    the life of the lease.

                                      F-11


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996. 1995 AND 1994




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    Licenses
    --------

    Licenses acquired, valued at approximately  $1,200,000,  are being amortized
    over a ten year period using the straight-line method. In addition, the cost
    of acquisitions in excess of fair market value of assets acquired  amounting
    to  approximately  $1,250,000 has been  allocated to licenses,  and is being
    amortized  at  five  percent  of   counseling   fee  and  fifty  percent  of
    sub-licensing fee income.  However,  such amortization will not be less than
    the calculation  based on a twenty year  amortization  period.  Annually the
    Company  reviews the carrying value and the  amortization  of its intangible
    assets  and does not  believe  that  there  has been any  impairment  in the
    carrying  value of the licenses as royalty  revenues are  increasing and the
    sale of additional  territorial rights will generate additional revenues for
    the Company.

    In March 1995, the Financial  Accounting Standards Board issued Statement of
    Financial Accounting  Standards No. 121 (SFAS No. 121),  "Accounting for the
    Impairment of  Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed
    Of,"  which  requires  that  long-lived  assets  and  certain   identifiable
    intangibles  to be held and used by an entity  be  reviewed  for  impairment
    whenever events or changes in circumstances indicate that the carrying value
    of an asset may not be  recoverable.  SFAS No. 121 is  effective  for fiscal
    years  beginning  after  December 15, 1995 and in the opinion of management,
    its adoption will not have an effect on the Company's consolidated financial
    statements.

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

    QT recognizes revenue when the tour has commenced. Revenue received prior to
    the commencement of the tour is deferred and recorded as unearned revenue.

                                      F-12


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

    Net Earnings (Loss) Per Common and Common Equivalent Share
    ----------------------------------------------------------

    For the years ended May 31, 1996, 1995 and 1994, net earnings per common and
    common  equivalent  share are based on the weighted average number of common
    shares and common  equivalent  shares  arising from  dilutive  stock options
    using the modified treasury stock and treasury stock methods.  Fully diluted
    earnings  per common and common  equivalent  shares were the same as for the
    primary  calculation.  Outstanding  warrants have not been included as their
    effect would be antidilutive and they expired on December 23, 1994.

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

    The Company has  recorded a deferred  tax asset of $83,000.  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.

NOTE 2 - NOTES RECEIVABLE

    Notes receivable at May 31, consist of the following:

                                                              1996         1995
                                                           --------     --------
    Various non-interest bearing notes receivable in
      connection with the sale of sub-licenses (Note 1)    $100,500     $154,500

    LaSalle Consulting - receivable in equal monthly
      installments of $2,097 through April 2002, with
      interest at 24%                                        79,640       85,000

    Note receivable - employee/stockholder in 36 equal
      monthly installments of $589 through October 1998,
      including interest at 6%                               16,111         -

    Notes receivable in connection with the sale of
      Andover stock (Note 1), due April 1997,
      with annual interest at 10% due in quarterly
      installments commencing April 1995                     30,000       30,000
                                                           --------     --------
                                                            226,251      269,500

                                      F-13


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994






NOTE 2 - NOTES RECEIVABLE (CONTINUED)

                                                            1996         1995
                                                          --------     --------
    Less:  Unamortized discounted interest
      imputed at 8% to 10% on the above non-interest
      bearing notes                                       $  7,880     $ 14,283
                                                          --------     --------
                                                           218,371      255,217
    Less:  Allowance for credit losses on the above
      non-interest bearing notes (see below)                35,000       19,000
                                                          --------     --------
                                                           183,371      236,217
    Less:  Current portion                                  48,478       53,803
                                                          --------     --------

                                                          $134,893     $182,414
                                                          ========     ========

    The amounts due over the next five years, net of imputed interest of $7,880,
are as follows:

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

                            1997                              $ 48,478
                            1998                                37,259
                            1999                                24,054
                            2000                                18,781
                            2001                                22,902
                            Subsequent                          31,897
                                                              --------
                                                              $183,371
                                                              ========







                                      F-14


<PAGE>

                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994



NOTE 2 - NOTES RECEIVABLE (CONTINUED)

    In fiscal 1995,  the  Companies  adopted  Statement of Financial  Accounting
    Standards No. 114, "Accounting by Creditors for Impairment of a Loan," (SFAS
    No. 114) and Statement of Financial Accounting Standards No. 118 "Accounting
    by Creditors for Impairment of a Loan - Income  Recognition and Disclosures"
    (SFAS No. 118) which  requires that impaired  loans be measured based on the
    present  value of  expected  future  cash  flows  discounted  at the  loan's
    effective  interest  rate  or at  market  price  or the  fair  value  of the
    collateral if the loan is collateral dependent.  Notes receivable at May 31,
    consist of the following:

                                                   1996      1995
                                                --------   -------- 
         Notes receivable - impaired            $122,620   $140,217
         Less: Allowance for credit losses        35,000     19,000
                                                  87,620    121,217
         Notes receivable - not impaired
           and no allowance for credit losses     95,751    115,000
                                                --------   --------
                                                $183,371   $236,217
                                                ========   ========

    The Company  recognizes  interest  income on  impaired  loans on actual cash
    received with interest imputed at 8% to 10%.

    The average  recorded  investment in impaired loans and the interest  income
    recognized  during the years ended May 31, 1996 and 1995 were  approximately
    $131,000 and $10,000 and $121,000 and $7,000, respectively.

NOTE 3 - LONG-TERM DEBT

    Long-term debt at May 31, consists of the following:
<TABLE>
<CAPTION>
                                                                          1996          1995
                                                                     ------------  ------------
<S>                                                                  <C>           <C>  
      B&E Partnership - payable for ten years at $14,000 per
        month commencing July 1, 1986 and  $7,000  per month
        commencing  July 1, 1996 for ten years. Secured by a
        license agreement.  This note is non-interest bearing.       $    854,000  $  1,022,000
      Dan R. Bruce - principal amount of $200,000 due January
        1997 with interest due in monthly payments of $1,333.
        The note is secured by a license agreement and currently
        bears interest at an annual rate of eight percent.                200,000       200,000
                                                                     ------------  ------------
               Total debt obligations                                   1,054,000     1,222,000
        Less:  Unamortized discounted interest imputed at eight
                  percent on the above non-interest bearing loan.         266,964       319,012
                                                                     ------------  ------------
               Total present value of debt                                787,036       902,988
        Less:  Current portion                                            245,956       315,951
                                                                     ------------  ------------
                                                                     $    541,080  $    587,037
                                                                     ============  ============
</TABLE>


                                      F-15


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994




NOTE 3 - LONG-TERM DEBT (CONTINUED)

    The  non-current  portion of long-term debt as of May 31, 1996 is payable as
follows:

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

                   1998                            $ 42,240
                   1999                              45,746
                   2000                              49,543
                   2001                              53,655
                   2002                              58,108
                   Subsequent                       291,788
                                                   --------
                                                   $541,080
                                                   ========


NOTE 4 - COMMITMENTS AND CONTINGENCIES

    Leases
    ------

    Haldane rented its executive  office in New York City under a lease expiring
    in  December  1996.  In  April  1995,  Haldane  entered  into  a  new  lease
    arrangement for new office premises for a term of ten years to commence when
    construction was completed and the premises  occupied.  Haldane occupied the
    premises in October 1995 and sublets  approximately 70% to related entities.
    In  addition,  Haldane  sublets its prior office  premises  under a sublease
    expiring in December 1996.

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

                                                   Minimum
                                                   Rental        Sublease
                Year Ending May 31,               Payments        Income
                -------------------               --------        ------

                     1997                         $  138,000      $102,000
                     1998                            119,000        86,000
                     1999                            119,000        86,000
                     2000                            119,000        86,000
                     2001                            128,000        92,000
                     Subsequent                      577,000       414,000
                                                  ----------      --------
                                                  $1,200,000      $866,000
                                                  ==========      ========

                                      F-16


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994




NOTE 4 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

    Rent expense, net of rental income of approximately  $30,000, $-0- and $-0-,
    charged  to  operations  for the  years  ended May 31,  1996,  1995 and 1994
    amounted to approximately $31,000, $19,000 and $28,000, 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 recission.  Management is of the opinion that
    the  potential  liability  for  violation  of any state or  federal  statute
    relating to the sale of a franchise  and in the aggregate is not material to
    the  consolidated  financial  statements.  The Company to date has  incurred
    approximately  $58,000 of legal costs in  connection  with this matter.  The
    Company expects to incur no additional costs of any significance relating to
    this matter.

    Consulting Agreements
    ---------------------

    On June 9, 1993,  Haldane entered into a one year consulting  agreement with
    an unrelated  third party.  Haldane agreed to compensate the consultant with
    80,000 shares of common  stock;  20,000 shares were issued both on August 4,
    1993 and  September  20,  1993.  On January  12,  1994,  the  agreement  was
    terminated.  On the same date, a new one year agreement was executed whereby
    the  consultant  received  15,000  shares,  which were issued on February 8,
    1994,  and  options  to  acquire  250,000  shares of common  stock at prices
    ranging  from $2.25 to $3.50 per share.  These  securities  and options have
    been  registered  pursuant to an S-8  Registration  Statement filed with the
    Securities and Exchange  Commission in February 1994.  Consulting expense of
    $98,750 was recorded for the issuance of 55,000 shares of stock for the year
    ended May 31, 1994. A total of 89,000 options have been exercised during the
    year ended May 31, 1995.

    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.

                                      F-17


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994





NOTE 5 - COMMON STOCK OPTIONS AND WARRANTS

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

    The stock option  transactions  for the three fiscal years ended May 31, are
summarized as follows:
<TABLE>
<CAPTION>

                                                                   1996     1995     1994
                                                                 -------  -------  ------
<S>                                                              <C>      <C>      <C>   
    Outstanding - beginning of year (exercisable at a price of
       $.25 to $3.50 per share)                                  326,000  355,000   65,000

    Granted at $1.75 to $3.50 per share                           60,000   65,000  300,000

    Exercised at prices ranging from $.25 to $2.25 per share        -     (94,000) (10,000)
                                                                 -------  -------  -------

    Outstanding - end of year (exercisable at a price range of
       $.25 to $3.50 per share)                                  386,000  326,000  355,000
                                                                 =======  =======  =======

    Exercisable - end of year                                    386,000  326,000  255,000
                                                                 =======  =======  =======
</TABLE>

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

    In 1995,  Statement of Financial  Accounting  Standards No. 123, "Accounting
    for Stock-Based  Compensation," was issued and is effective for fiscal years
    beginning  after  December  15,  1995.  This  statement   requires  footnote
    disclosure of the pro forma impact on net earnings and earnings per share of
    the  compensation  cost that would have been recognized if the fair value of
    all  stock-based  awards was recorded in the income  statement.  The Company
    will adopt the disclosure provisions of this statement in 1997.

    Warrants
    --------

    In connection with the initial public offering in February 1987,  75,000,000
    units  were sold at a price of $.01 per unit.  Each  unit  consisted  of one
    share of common stock,  one Class A Redeemable Stock Purchase  Warrant,  one
    Class B Redeemable  Stock Purchase  Warrant and one Class C Redeemable Stock
    Purchase  Warrant.  Each Class A, Class B and Class C Warrant  entitles  the
    holder to purchase one share of common stock at an exercise price of $8, $10
    and $12, respectively.

    On December 23, 1994 all of the warrants expired.

                                      F-18


<PAGE>
                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994

NOTE 6 - TREASURY STOCK

    In  October  1995 and March  1996,  the Board of  Directors  authorized  the
    Company to repurchase  outstanding shares of its common stock at fair market
    value from various shareholders. As of May 31, 1996, the Company repurchased
    179,500  shares at fair market value with prices ranging from $2.49 to $2.53
    per share.

NOTE 7 - INCOME TAXES

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

    Effective  June  1,  1993,  the  Company  adopted   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.

    The effect of adopting  SFAS No. 109 on income before  cumulative  effect of
    accounting change for the year ended May 31, 1994 was an increase of $69,000
    ($.07 per share).

    Deferred income taxes reflect temporary  differences in reporting assets and
    liabilities  for  income  tax  and  financial  accounting  purposes.   These
    temporary  differences  arise  primarily  from the  allowance  for  doubtful
    accounts and net operating losses.

    The components of the net deferred tax asset as of May 31, are as follows:

                                                 1996         1995
                                                 ----         ----

            Allowance for doubtful accounts     $83,000     $ 53,000
            Net operating loss                     -         119,000
                                                -------     --------
                                                $83,000     $172,000
                                                =======     ========

    The net  deferred  tax assets of $83,000 and  $172,000  are shown as current
    assets in the consolidated  balance sheets. No valuation  allowance has been
    provided.

    Income Taxes
    ------------
    Provision  for  income  taxes for the years  ended May 31,  consists  of the
    following:
                                                  1996       1995      1994
                                                --------   --------  ---------
        Current:
         Federal                                $163,448   $   -     $   -
         State and local                          75,876     73,000      -
                                                --------   --------  --------
                                                 239,324     73,000      -
        Deferred:
         Federal                                  93,000    231,000    43,000
         State and local                          (4,000)      -         -
        Change in valuation allowance               -      (306,000) (112,000)
                                                --------   --------  --------
                                                $328,324   $ (2,000) $(69,000)
                                                ========   ========  ========

                                      F-19

<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994





NOTE 7 - INCOME TAXES (CONTINUED)

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

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

                                                      1996      1995      1994
                                                    -------  --------   -------

      At federal statutory rates                      34.0      34.0       34.0
      Effect of:
        State income taxes, net of federal benefit     7.9       9.8        5.5
        Permanent differences                           .7      -          -
        Tax benefit of operating loss carryforwards   (2.6)    (33.1)     (31.8)
        Overaccrual of prior year taxes               (1.0)     -          -
        Change in valuation allowance                 -        (10.7)     (63.6)
                                                     -----    ------     ------
                Total                                 39.0      -         (55.9)
                                                     =====    ======     ======

    The  Companies  file  consolidated  tax returns and had available at May 31,
    1995 unused  operating  loss  carryforwards  of  approximately  $400,000 for
    income tax  reporting  purposes  which were  utilized to offset 1996 taxable
    income.  Haldane had no taxable  federal  income for the years ended May 31,
    1995 and 1994;  therefore,  no  federal  income  tax  liability  or  expense
    provision has been recorded for those years. The only significant difference
    between  income tax and  financial  reporting is the  allowance for doubtful
    accounts.


NOTE 8 - 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, 1996, 1995 and 1994, the Companies contributed $29,750,  $41,424 and
    $47,405, respectively.

                                      F-20


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994





NOTE 9 - LAWSUIT JUDGMENT

    A former  sub-licensee  initiated  an  arbitration  against  DRB  before the
    American  Arbitration  Association claiming damages for DRB's alleged breach
    of sub-license  agreement and interference with a consulting  agreement.  An
    arbitration  hearing was held in April 1994 and on June 14, 1994, the former
    sub-licensee  was  awarded  $104,381.  The entire  amount of  $104,381  plus
    interest of $10,000 was accrued as of May 31,  1995.  In January  1996,  DRB
    paid $130,144.


NOTE 10 - GEOGRAPHIC AREAS

    The Companies received royalty revenue from five Canadian franchisees in the
    aggregate amounts of $158,572,  $114,221 and $68,718 for the years ended May
    31, 1996,  1995 and 1994,  respectively.  All other revenues are from United
    States services.

    Included in accounts receivable at May 31, 1996 and 1995 are amounts owed by
    the Canadian franchisees of $93,088 and $15,293, respectively (see Note 11).


NOTE 11 - RELATED PARTY TRANSACTIONS

    A principal  officer and director of Haldane owns and operates  nine Haldane
    offices, five in Canada and four in the United States.  Royalty fees for the
    years ended May 31, 1996,  1995 and 1994 amounted to $243,760,  $165,129 and
    $145,513,   respectively   and  are  included  in  royalty   income  in  the
    consolidated  statements of income.  DRB is owed from these offices $105,325
    and $22,079 as of May 31, 1996 and 1995, respectively, which is reflected in
    accounts receivable.

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

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

                                      F-21


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994




NOTE 12 - DISCONTINUED OPERATIONS

    On May 31, 1996,  the Company  adopted a plan to terminate its travel agency
    operations. The anticipated disposal date is November 1996.

    The  components  of net  assets of  discontinued  travel  agency  operations
    included in the consolidated balance sheets at May 31, are as follows:

                                                       1996         1995
                                                      -------     -------- 
               Cash and cash equivalents              $55,957     $ 78,271
               Prepaid expenses                         4,240        4,558
               Property and equipment - net               635        1,060
               Other assets                             2,200        1,700
               Accounts payable                        (3,225)      (6,450)
               Income taxes payable                    (8,000)        -
               Deferred income                        (15,172)     (62,500)
                                                      -------     --------
                    Net assets                        $36,635     $ 16,639
                                                      =======     ========

    The operating  results of the travel  agency  segment for the year ended May
    31,  1996 are  shown  separately  in the  accompanying  consolidated  income
    statement.  The 1995 and 1994 consolidated  statements have been restated to
    segregate the operating  results of the travel agency segment.  Net revenues
    of the travel  agency  segment for 1996,  1995 and 1994 amounted to $95,474,
    $68,047 and $126,606, respectively, and are not included in net sales in the
    accompanying consolidated income statements.

    Management  estimates a gain on disposal of the  discontinued  operations of
    approximately  $23,000 (net of income taxes of $12,000) which represents the
    expected  operating  gains  during the  phase-out  period  from June 1, 1996
    through  November 1996 and will be recognized  when earned.  Management does
    not anticipate any gain or loss on disposal of assets.







                                      F-22


<PAGE>



                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994





NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS

    The amounts at which cash, accounts receivable, short-term notes receivable,
    due from related parties, accounts payable and other current liabilities are
    presented in the balance  sheets  approximate  their fair value due to their
    short maturities. The following table presents the carrying amounts and fair
    values at May 31, 1996 and 1995 for long-term notes receivable and debt:

                                              1996                  1995
                                      --------------------  -------------------
                                       Carrying     Fair    Carrying     Fair
                                        Amount      Value    Amount      Value

      Long-term notes receivable      $ 135,000  $ 129,000  $ 182,000 $ 179,000
                                      =========  =========  ========= =========

      Long-term debt                  $ 541,000  $ 570,000  $ 587,000 $ 616,000
                                      =========  =========  ========= =========

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













                                      F-23


<PAGE>


                BERNARD HALDANE ASSOCIATES, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED MAY 31, 1996, 1995 AND 1994



NOTE 14 - EARNINGS PER SHARE

    Net Earnings Per Common
      and Common Equivalent Share
    -----------------------------
<TABLE>
<CAPTION>

    Net earnings per share for the years ended May 31, were calculated using the modified treasury
    stock method as follows:
                                                                 1996        1995         1994
                                                             ----------   ----------   ----------
    <S>                                                      <C>          <C>          <C>    
    Earnings                                                                                      
                                                                                                        
    Income from continuing operations                        $  513,444   $  730,806   $  192,492
    
    Modified Treasury Stock Method
    
    Incremental income after the application of assumed
      proceeds toward repurchase of 20% of the outstanding
      common shares at the average market price and the
      reduction of debt, net of applicable income taxes          11,452        6,845         --
                                                             ----------   ----------   ----------
    
    Adjusted earnings                                        $  524,896   $  737,651   $  192,492
                                                             ==========   ==========   ==========
    
    Shares
    
    Weighted average number of common shares outstanding      1,105,442    1,070,365    1,014,729
    
    Additional shares assuming conversion of:
      Stock options and warrants utilizing the modified
         treasury stock method                                  122,452       90,982         --
                                                             ----------   ----------   ----------
    
    Number of common and common equivalent shares             1,227,894    1,161,347    1,014,729
                                                             ==========   ==========   ==========
                                                                                                        
    Earnings per common and common equivalent share                                               
      from continuing operations                                   $.43        $.64         $.19
                                                                   ====        ====         ====
                                                                                                  
                                                                                                   
    Fully diluted earnings per common and common equivalent share were the same.
</TABLE>



                                      F-24


<PAGE>


Item 9.  Changes in and Disagreements with  Accountants Accounting and Financial
--------------------------------------------------------------------------------
Disclosure
----------
                                      NONE

Item 10.  Directors and Executive Officers of Registrant
--------------------------------------------------------

     The executive officers and Directors of the Company are as follows:

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

Jerold P. Weinger            50           President, Chief Executive
                                          Officer, Treasurer and Director

Jeffrey G. Klein             41           Secretary and Director


            Jerold P. Weinger was elected as a director of the Company in May of
1989 and currently serves as the Company's  President,  Chief Executive Officer,
Treasurer  and  Chairman  of  the  Board.  In  September  1991,  266  Washington
Associates,  a New York real estate  general  partnership  in which Mr.  Weinger
serves as one of the general partners,  filed a voluntary petition in bankruptcy
with the United States  Bankruptcy  Court for the eastern  district of New York.
This action was subsequently dismissed. Since March 1992, Mr. Weinger has served
as the vice president and director of several different privately held companies
which operate Bernard Haldane licensed offices. Since November 1991, Mr. Weinger
has also served as the Chairman of the Board of Lauren & Associates,  a New York
based entity  engaged as a temporary  employment  agency.  Since June 1987,  Mr.
Weinger  has  served as vice  president  of STAT  Staffing  Inc.,  a New  Jersey
corporation which provides temporary nursing care to institutions. From February
1989 until June 1987,  Mr. Weinger has served as the Vice  President,  Secretary
and Director of Euromed,  Inc., a New Jersey based company.  During this time he
also served as Vice President of Euromed's  wholly-owned  operating  subsidiary,
C.M.S.  Europe Limited,  which distributed medical products in Europe. From 1984
until December 31, 1987, Mr. Weinger was associated  with Brooks Weinger Robbins
& Leeds Inc. ("Brooks"),  formerly a registered broker-dealer,  and from January
1987 until January 1988, served as Chief Executive Officer of such firm.

      On or about  January  1987,  an action  was  commenced  in  United  States
District   Court  for  the   Southern   District  of  New  York  [87  Civil  593
(RWS)(U.S.D.C.,  S.D.N.Y.)] by the  Securities and Exchange  Commission  ("SEC")
against, inter alia, Jerold Weinger.

     The SEC action  alleged  that Mr.  Weinger  violated  Section  17(a) of the
Securities  Act of 1933,  as amended  (the "1933 Act"),  and Sections  10(b) and


                                       18


<PAGE>


15(c) of the Securities  Exchange Act of 1934, as amended (the "1934 Act"),  and
Rules  10(b)-5,  10(b)-6 and 15(c)-2  thereunder,  in  connection  with  certain
initial public offerings in which Mr. Weinger had participated as an employee of
Brooks,  Hamburger,  Satnick,  Inc.,  formerly  a  registered-dealer.   (Brooks,
Hamburger, Satnick Inc. is not a predecessor to Brooks, Weinger, Robbins & Leeds
Inc.) On or about  January  1987,  without  admitting  or denying any of the SEC
allegations,  Mr.  Weinger  consented  to the  entry  of a  Final  Judgement  of
Injunction enjoining Mr. Weinger from further violations of said Sections 17(a),
10(b) and 15(c) and Rules 10b-5, 10b-6 and 15cl-2.

     On  February  9,  1987,  the  SEC  issued  an  Order   Instituting   Public
Proceedings,  Making  Findings  and  Imposing  Remedial  Sanctions  Pursuant  to
Sections  15(d)  and  19(h) of the  Securities  Exchange  Act of 1934  (File No.
3-6790)  against  Jerold  Weinger et al. The  allegations  against  Mr.  Weinger
included willfully violating Section 17(a) of the 1933 Act, Section 10(b) of the
1934 Act and Rules 10b-5 and 10b-6  thereunder,  as well as willfully aiding and
abetting violations of Section 15(c) of the 1934 Act and Rule 15cl-2 thereunder.
Without  admitting or denying the SEC allegations,  Mr. Weinger consented to the
entry of an Order  suspending  him from  association  with any  broker,  dealer,
investment  company,  investment  advisor or municipal  securities dealer in any
capacity for a consecutive 90 day period (which period has expired).

     On January 4, 1989, the District  Business  Conduct  Committee for District
No. 12 of the National Association of Securities Dealers,  Inc. ("NASD") filed a
complaint  (No.  NY-7010)  before the NASD against  Jerold P. Weinger et al. The
Complaint  alleges  that Mr.  Weinger,  while  associated  with  Brooks  Weinger
violated  Article  III,  Section 1 of the NASD's  Rules of Fair  Practice by his
failure to become registered as a general securities principal (notwith standing
that he was  registered as a financial and  operations  principal at such time),
despite his alleged active engagement in the management of the firm's investment
banking  and  securities  business.  Without  admitting  or  denying  any of the
allegations  contained in the Complaint,  Mr. Weinger has agreed to the entry of
an order  requiring  Weinger  take and pass the  Series  24  General  Securities
Principal  examination  prior to applying for  association  with any NASD member
and, that Mr. Weinger is suspended in all capacities from  association  with any
NASD member for a period of ninety (90) days which period has since expired.

      Mr.  Weinger  received  a B.B.A.  from  Pace  University  and a M.S.  from
Brooklyn College.

      Jeffrey G. Klein,  has served as  Secretary  and a Director of the Company
since its inception.  Mr. Klein is a practicing attorney in Boca Raton, Florida.
From 1986-1989, Mr. Klein served as president and a Director of Unity Publishers
Corp., a publisher of financial newsletters.  During this time, Unity was giving


                                       19


<PAGE>


away shares of stock in publicly held companies as a gift for subscribing to its
newsletter.  Some states and the Securities and Exchange  Commission have deemed
this to be a prohibited  transaction and in those states, the newsletter and Mr.
Klein are subject to Cease and Desist Orders in reference to the distribution of
the  stock as a gift for  subscribing  to the  newsletter.  Unity was named as a
Defendant in an action brought by the Securities and Exchange  Commission and is
a signator to a Final Judgment of Permanent Injunction.  From 1986 through 1988,
Mr.  Klein  also  served  as  Secretary  and  Director  of  Capital   Investment
Development  Corp.,  a company  which went  public  pursuant  to a "Blind  Pool"
offering.  From January 1985 through 1986, Mr. Klein served as in-house  counsel
to First Commonwealth Financial Corp., InfoData,  Inc. and Newsletter Management
Corp., all of which were located in Boca Raton, Florida. From 1983 through 1985,
Mr.  Klein was  affiliated  with the law  offices of Gerald  Beyer,  Esq.,  Fort
Lauderdale,  Florida, and during 1983, Mr. Klein was employed by Arthur Andersen
& Co.,  Fort  Lauderdale,  Florida.  Prior  thereto,  Mr. Klein was a practicing
attorney in  Pittsburgh,  Pennsylvania.  Mr. Klein  received his J.D. and M.B.A.
degrees from the University of Pittsburgh and a B.A. from Boston University.

      Directors of the Company hold their offices until the next annual  meeting
of the Company's  stockholders and until their successors have been duly elected
and qualified or until their earlier resignation,  removal from office or death.
There are no committees of the Board of Directors.

     Officers of the Company serve at the pleasure of the Board of Directors and
until the first  meeting of the Board of  Directors  following  the next  annual
meeting of the  Company's  stockholders  and until  their  successors  have been
chosen and qualified.

Item 11.  Executive Compensation
--------------------------------

       Mr.  Weinger,  the  Company's  President,  oversees  the Bernard  Haldane
operations  and  in  consideration  thereof,  receives  annual  compensation  of
$200,000 and devotes his full time to the operations of the Company. The Company
has established a Simplified  Employee  Benefit Plan,  (the "Plan").  During the
past year Mr.  Weinger  received  $22,500  pursuant to this Plan.  The terms and
conditions of Mr.  Weinger's  employment  are reviewed  annually by the Board of
Directors.

      Mr.  Klein has  received  compensation  from the Company of  approximately
$40,000 for legal services rendered.

      Directors  of the  Company  may  receive  a fee of $100 for each  Board of
Directors  meeting  attended  and are  reimbursed  for all  reasonable  expenses
incurred in connection with their attendance at such meetings.  No director fees
were paid during the last fiscal year.

                                       20


<PAGE>



      The following table sets forth the compensation of the company's three (3)
officers for the last three (3) fiscal years:


                              ANNUAL COMPENSATION


NAME
AND PRINCIPAL                                ANNUAL                  LONG TERM
POSITION                YEAR               COMPENSATION            COMPENSATION
--------------------------------------------------------------------------------


JEROLD WEINGER,
VICE PRESIDENT          1996              $222,500    ((1))                ((2))
                        1995              $202,105    ((1))                ((2))
                        1994              $235,250    ((1))                ((2))



JEFFREY KLEIN
SECRETARY               1996              $ 40,000                         ((2))
                        1995              $ 37,500                         ((2))
                        1994              $ 36,000                         ((2))


((1)) Includes $31,875, $35,250 and $22,500 pursuant to the Company's Simplified
Employee Benefit Plan in 1994, 1995 and 1996.


((2)) During the year ended May 31, 1996, Mr. Weinger and Mr. Klein were granted
options to purchase 25,000 and 5,000 shares of the Company's  common stock at an
exercise  price of $2.50 per  share.  During the year  ended May 31,  1995,  Mr.
Weinger and Mr. Klein were granted  options to purchase  25,000 and 7,500 shares
of the Company's  common stock at an exercise  price of $2.50 per share.  During
the year ended May 31 1994,  Mr.  Weinger and Mr. Klein were granted  options to
purchase  20,000 and 5,000 shares of the  Company's  common stock at an exercise
price of $1.75 per share.




                                       21


<PAGE>



Item 12.  Security Ownership of Certain Beneficial Owners and Management
------------------------------------------------------------------------

     The following table sets forth certain information  regarding the Company's
Common Stock beneficially owned on July 31, 1996 (i) by each person who is known
by the Company to own  beneficially  more than 5% of the Company's Common Stock,
(ii) by each of the Company's Directors, and (iii) by all executive officers and
Directors as a group.*

Renee Nadel                               270,000                      27.85%(4)
7885 Ayr Court
Boca Raton, Florida
33496

Jeffrey G. Klein (3)                       10,000                       1.03%(4)
2600 North Military Trail
Suite 270
Boca Raton, Florida  33431

Lilli Weinger                             279,750                      28.85%(4)
4 Woodgreen Place
Rockville Center, NY 11570

Jerold P. Weinger (1)(2)(3)                69,770                       7.19%(4)
192 Lexington
15th Floor
New York, New York  10016

All executive officers
and Directors as a
Group (2 persons) (2)(3)                   79,770                       8.22%(4)
------------------------------
    *As of June 30, 1996

(1) Does not give effect to shares of stock owned by the children of Mr. Weinger
whose ownership he disclaims.

(2) Does not give effect to those shares owned by Lilli  Weinger,  the spouse of
Jerold Weinger.

(3) Does not give  effect to shares of stock  issuable  to Mr.  Weinger  and Mr.
Klein upon exercise of stock options.  (See Certain  Transactions).  Mr. Weinger
has been  granted  options to  purchase a total of 95,000  shares of stock.  Mr.
Klein has been  granted the options to purchase a total of 17,500  shares of the
Company's  common  stock.  Assuming  exercise  of  the  foregoing  options,  the
respective  share of ownership  would be 16.9% for Mr. Weinger and would be 2.8%
for Mr. Klein.

(4) Does not take into account 179,500 shares of treasury stock.

                                       22


<PAGE>



Item 13.  Certain Relationships and Related Transactions
--------------------------------------------------------

      The  Company  was  incorporated  under the laws of the state of Florida on
July 22, 1986, and shortly  thereafter Joel S. Nadel, Bruce E. Mates and Jeffrey
G. Klein  subscribed  for  275,000,  275,000 and 7,500  shares of the  Company's
Common Stock, respectively,  for an aggregate consideration of $22,500 or $.0001
per share.  (After giving affect to a 100:1 reverse stock split and a subsequent
4:1 reverse stock split).

      On or about September  1989,  Bruce Mates sold his 276,250 shares to Lilli
Weinger pursuant to a private sale of the Company's stock.  Subsequent  thereto,
Mrs.  Weinger  gifted 20,000 shares of the  Company's  stock to an  unaffiliated
third party. Lilli Weinger is the wife of Jerold Weinger.  On or about September
1990,  Mr.  Nadel  gifted his  270,000  shares of stock in the  Company to Renee
Nadel, his wife.

      During the year 1996,  pursuant to a resolution of the Board of Directors.
The Company  redeemed from the  shareholders,  a total of 179,500  shares of the
Company's  common stock at an average cost of between $2.49 and $2.53 per share,
including 5,000 shares of common stock owned by Jeffrey Klein.

      On May 31, 1996, a majority of the  Company's  shareholders  pursuant to a
recommendation  of the Company's  Board of Directors,  granted the Company's two
officers,  Mr. Weinger and Mr. Klein,  options to purchase  25,000  shares,  and
5,000 shares respectively, of the Company's common stock at an exercise price of
$2.50 per share.  The Company  also  granted  options  for 25,000  shares of the
Company's common stock to Windsor  Consulting Inc., a key consultant,  and 5,000
shares of common stock to Donna  Quartierro,  a key  employee.  The options were
granted to the foregoing at an exercise  price of $2.50 per share.  The exercise
price  represented  the average  between the low and high bid for the  Company's
common stock on May 31, 1996.

      On May 31, 1995, a majority of the  Company's  shareholders  pursuant to a
recommendation  of the Board of Directors,  granted to the  Company's  officers,
including Joel Nadel,  the Company's  former  president,  and Donna  Quartierro,
options to purchase shares of the Company's common stock at an exercise price of
$2.50 per share.  The exercise  represented the average between the low and high
bid for the  Company's  common stock on May 31, 1995. A total of 25,000  options
were granted to both Mr. Nadel and Mr.  Weinger,  and 7,500 options were granted
to Mr.  Klein and Ms.  Quartierro.  The options are issuable for a period of ten
years from the date of issuance.

      On  September  3,  1993,   the  Company's   Shareholders   pursuant  to  a
recommendation of the Board of Directors,  granted to the company's officers and
Donna  Quartierro,  a key employee,  options to purchase shares of the Company's


                                       23


<PAGE>


common stock at any exercise price of $1.75. The exercise price  represented the
average between the low and high bid for the Company's common stock on September
3, 1994 the date of  issuance.  A total of 20,000  options  were  granted to Mr.
Nadel  and Mr.  Weinger  and 5,000  options  were  issued  to Mr.  Klein and Ms.
Quartierro.  The options are exercisable for a period of ten years from the date
of issuance. Previous thereto on December 18, 1990, Messieurs Nadel, Weinger and
Klein  were  issued  options  the  purchase  25,000,  25,000  and  5,000  shares
respectively at an exercise price of $.25 per share.  Also on December 18, 1990,
options to purchase  5,000 shares of the  Company's  common stock at an exercise
price of $.25 per share were issued to Donna Quartierro and Phillip Nadel.

      All stock options and exercise price thereof reflect at 4:1 reverse split.

      In January 1994 the Company entered into an investment  relations contract
with Kent Broussard which provides in part for Mr.  Broussard to provide certain
investment and financial  advisory services in consideration for the issuance of
15,000 shares of the Company's common stock upon execution of the agreement,  an
option to acquire an  additional  150,000  shares of common  stock at a price of
$2.25 per share  exercisable  on or after January 15, 1994, an option to acquire
50,000 shares of common stock at $3.25 per share  exercisable  on or after March
15, 1994, an option to acquire 50,000 shares of common stock on or after May 15,
1994 and an option to acquire  50,000 shares of common stock at a price of $3.50
per share exercisable after November 30, 1994.

      The  Company  has  filed a Form  S-8  with  the  Securities  and  Exchange
Commission registering all shares to be issued pursuant to this Agreement. As of
May 31, 1996 104,000 shares have been issued  pursuant to this Agreement and all
options issued  pursuant to this Agreement will be terminated this coming fiscal
year.

      In June 1993,  the Company  entered  into a similar  investment  relations
consultant   agreement  (the   "Agreement")with   Starion  Capital  Group,  Inc.
("Starion")  which provided in part for Starion to provide certain financial and
investment  advisory services in consideration for the issuance of 80,000 shares
of the Company's common stock over a period of nine months.  Subsequent thereto,
the Company filed a Form S-8  Registration  Statement of the Securities with the
Securities  and Exchange  Commission  registering  all shares of the stock to be
issued  pursuant to the  "Agreement".  This agreement has been terminated by the
Company without  liability.  prior to its termination,  a total of 20,000 shares
were issued to Starion. Kent Broussard serves as the president of Starion.

      In April  1995,  The  Company  sold  14,000,000  of its  shares of Andover
Equities  Corp.  to a group of four  individual  investors  for  cash and  notes
totalling $35,000. - Payment on the notes remains due and outstanding.

                                       24


<PAGE>



      In  February  1995,  the  Company   acquired  the  remaining  20%  of  the
outstanding  shares  of common  stock of Career  Services  Management  Corp.  in
exchange for the issuance of a total of 75,000  shares of the  Company's  common
stock. Of these 75,000 shares,  45,000 shares have been redeemed pursuant to the
Company's stock redemption program at an average cost of $2.50 per share..


                                     PART IV


Item 14.  Exhibits, Financial Statements Schedule and Reports on Form 8-K
-------------------------------------------------------------------------

      (a)   Documents filed as part of this report

            (1)  Financial Statements.

                 Reports of Independent Certified Public Accountants.

                 Comparative  Consolidated  Balance Sheets - as of May 31, 1996
                 and May 31, 1995.

                 Comparative Consolidated Statement of Operations for the years
                 ended May 31, 1996, 1995, and 1994.

                 Comparative Consolidated Statements of Changes in Stockholders'
                 Equity for the years ended May 31, 1996, 1995, 1994 and 1993.

                 Comparative  Consolidated  Statements  of Cash  Flows  for  the
                 Years ended May 31, 1996, 1995 and 1994.

                 Notes to Financial Statements.

            (2)  Financial Statements Schedule.

                 All  schedules  for  which  provision  is made  in  applicable
regulations  and  regulations of the Securities and Exchange  Commission are not
required under the related  instructions or are  inapplicable and therefore have
been omitted.



                                       25


<PAGE>



                                               INCORPORATED
EXHIBIT #  DESCRIPTION                         BY REFERENCE TO
---------  -----------                         ---------------


3(a)       -Certificate of Incorporation*      Exhibit 3(a) filed as part of the
                                               Company's Registration Statement
                                               on Form S -18 ,File No. 000-18097
 .
3(b)        -By-Laws*                          Exhibit 3(b) filed as part of the
                                               Company's Registration Statement
                                               on Form S-18, File No. 000-18097.

4(a)       -Form of certificate                Exhibit 4(a) filed as part of the
           evidencing shares of Common         Company's Registration Statement
           Stock.                              on Form S-18, File No. 000-18097.

4(b)       -Form of Class A Redeemable         Exhibit 4(b) filed as part of the
           Common Stock Purchase Warrant*      Company's Registration Statement
                                               on Form S-18, File No. 000-18097.

4(c)      -Form of Class B Redeemable          Exhibit 4(c) filed as part of the
           Common Stock Purchase Warrant*      Company's Registration Statement
                                               on Form S-18, File No. 000-18097,

4(d)       -Form of Class C Redeemable         Exhibit 4(d) filed as part of the
           Common Stock Purchase Warrant.*     Company's Registration Statement
                                               on Form S-18, File No. 000-18097.

4(e)       -Form of Warrant Agency             Exhibit 4(e) filed as part of the
           Agreement between Registrant        Company's Registration  Statement
           and American Stock Transfer Co.*    on Form S-18, File No. 000-18097.

4(f)       -Form of Warrant issued by          Exhibit 4(f) filed as part of the
           Registrant to Brooks, Weinger,      Company's  Registration Statement
           Robbins and Leeds Inc.*             on Form S-18, File No. 000-18097.

10(a)      -Letter of Intent between           Exhibit 10(e)  Annual  Report  on
           Registrant  and DRB,  Ltd.***       Form 10-K for the year ended  May
                                               31, 1989.

10(b)      -Stock Purchase Agreement           Exhibit 10(F)  Annual  Report  on
           between Career Service              Form 10-K for the year ended  May
           Management Corp. and D.R.B.         31, 1989.
           Ltd.****

21         -Subsidiaries of Registrant         Filed as an Exhibit herewith



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

           No report on Form 8-K was filed during the three month  period  ended
     May 31, 1996.

                                       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 Wienger
   -------------------------------- 
         JEROLD WEINGER
      PRESIDENT/TREASURER

DATED: 9/28/96
      ---------

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



By:/s/ Jerold Wienger
   -------------------------------- 
         JEROLD WEINGER
      PRESIDENT/TREASURER

DATED: 9/28/96
      ---------


 /s/ Jeffrey G. Klein
-----------------------------------
       JEFFREY G. KLEIN
      SECRETARY/DIRECTOR

DATED: 9/28/96
      --------- 





                                       27