<PAGE>   1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB


            [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                      For the quarter ended March 31, 1997

              [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from        to 
                                                   ------    ------

                        Commission file number 0-18095.

                         THE RANDERS GROUP INCORPORATED
      --------------------------------------------------------------------
       (Exact Name of Small Business Issuer as Specified in its Charter)


                  DELAWARE                           38-2788025
     -------------------------------  ------------------------------------
     (State or Other Jurisdiction of  (I.R.S. Employer Identification No.)
     Incorporation or Organization)

570 Seminole Road, Norton Shores, Michigan                          49444
------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                         (Zip Code)

                                (616)  733-0036
                  -------------------------------------------
                          (Issuer's Telephone Number)

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

                                Yes  X       No
                                    ---         ----

Number of Common shares, par value $.0001, outstanding at April 30, 1997:
14,115,682


<PAGE>   2



                         THE RANDERS GROUP INCORPORATED

                                  FORM 10-QSB

                                QUARTERLY REPORT



                               TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                         Page

<S>                                                                      <C>
Facing Sheet..........................................................    1

TABLE OF CONTENTS.....................................................    2

PART I  Financial Information

     ITEM 1     Financial Statements

                Condensed Consolidated Balance Sheets (Unaudited) -
                March 31, 1997 and December 31, 1996...................   3

                Condensed Consolidated Statements of Operations
                (Unaudited) - Three months ended March 31, 1997 and
                1996...................................................   5

                Condensed Consolidated Statements of Cash Flows
                (Unaudited) - Three months ended March 31, 1997 and
                1996...................................................   6

                Notes to Condensed Consolidated Financial Statements...   8

     ITEM 2     Management's Discussion and Analysis of Financial
                Condition and Results of Operations....................  11

PART II   Other Information............................................  14

     SIGNATURES........................................................  15

     STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE.............  16

     FINANCIAL DATA SCHEDULE...........................................  17
</TABLE>



                                       2
<PAGE>   3



                THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)


<TABLE>
<CAPTION>


                                                        March 31,        December 31,
          ASSETS                                          1997               1996
          ------                                      ------------      ------------- 
<S>                                                  <C>               <C>
CURRENT ASSETS:
  Cash and cash equivalents                           $   669,322       $   476,694
  Accounts receivable, less
    allowances of $47,000
    and $62,000 for possible
    losses                                              2,373,135         2,971,425
  Notes and accounts receivable -
    Affiliate                                           1,315,935                 -
  Prepaid expenses and other                               48,897           100,868
  Future income tax benefits                               85,000            85,000
                                                      -----------       ----------- 

        TOTAL CURRENT ASSETS                            4,492,289         3,633,987
                                                      -----------       -----------

NET PROPERTY AND EQUIPMENT                              2,534,162         2,582,495
                                                      -----------       -----------
OTHER ASSETS:
  Notes and accounts receivable -
    Affiliate                                                   -         1,315,935
  Goodwill, less accumulated
    amortization of $112,437
    and $109,368                                          132,080           135,149
  Miscellaneous                                             3,681             5,140
                                                      -----------       -----------
     TOTAL OTHER ASSETS                                   135,761         1,456,224
                                                      -----------       -----------

                                                      $ 7,162,212       $ 7,672,706
                                                      ===========       ===========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       3




<PAGE>   4




                THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                             March 31,       December 31,
                                                                1997             1996
                                                             ----------      ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S>                                                          <C>              <C>
CURRENT LIABILITIES:
  Note payable - bank                                         $  897,000       $  301,000
  Accounts payable                                               407,565        1,299,068
  Billings in excess of costs and
    estimated earnings on contracts
    in progress                                                   16,000           89,000
  Accrued compensation                                           303,225          222,070
  Accrued income taxes                                            13,183           78,533
  Other accrued expenses                                          44,269          191,626
  Current maturities of long-term debt                            96,672           96,672
                                                              ----------       ----------
     TOTAL CURRENT LIABILITIES                                 1,777,914        2,277,969


LONG-TERM DEBT, less current
  maturities                                                     945,472          969,638
                                                              ----------       ----------
     TOTAL LIABILITIES                                         2,723,386        3,247,607
                                                              ----------       ----------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
  Common stock, $.0001 par - shares
    authorized 30,000,000; issued
    14,115,682                                                     1,412            1,412
  Additional paid-in capital                                   1,536,439        1,536,439
  Retained earnings                                            2,900,975        2,887,248
                                                              ----------       ----------
     TOTAL STOCKHOLDERS' EQUITY                                4,438,826        4,425,099
                                                              ----------       ----------
                                                              $7,162,212       $7,672,706
                                                              ==========       ==========
</TABLE>






     See accompanying notes to condensed consolidated financial statements.

                                       4


<PAGE>   5



               THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (Unaudited)


<TABLE>
<CAPTION>
                                                        Three Months Ended March 31,
                                                        ----------------------------
                                                             1997          1996
                                                        ------------  --------------
<S>                                                    <C>              <C>
REVENUES:
  Service/consulting                                    $  1,944,990     $  2,606,712
  Construction                                               305,165          216,373
  Rental                                                      77,572           82,666
                                                        ------------     ------------
  Total Revenues                                           2,327,727        2,905,751
                                                        ------------     ------------

COSTS AND EXPENSES:
  Costs of services/consulting                             1,518,312        1,716,778
  Construction costs                                         267,827          177,864
  Rental costs                                                62,138           54,209
  Selling, administrative and
    general expenses                                         433,442          448,880
                                                        ------------     ------------

  Total Costs and Expenses                                 2,281,719        2,397,731
                                                        ------------     ------------

  Operating income                                            46,008          508,020
                                                        ------------     ------------

OTHER INCOME (EXPENSES):
  Interest expense                                           (29,878)         (49,771)
  Interest income                                              5,097           26,531
                                                        ------------     ------------

  Other Income (Expense) - Net                               (24,781)         (23,240)
                                                        ------------     ------------

  Income before taxes on income                               21,227          484,780

INCOME TAXES                                                   7,500          173,000
                                                        ------------     ------------

NET INCOME                                              $     13,727     $    311,780
                                                        ============     ============

NET INCOME PER SHARE                                    $        .00     $        .02
                                                        ============     ============

WEIGHTED AVERAGE NUMBER OF COMMON
  AND COMMON EQUIVALENT SHARES
  OUTSTANDING                                             14,115,682       14,115,682
                                                        ============     ============


</TABLE>




     See accompanying notes to condensed consolidated financial statements.

                                       5


<PAGE>   6



                THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)


<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                                          March 31,
                                                                ---------------------------------
                                                                   1997                  1996
                                                                 --------              --------    
<S>                                                             <C>                <C>               
CASH FLOWS FROM (FOR) OPERATIONS:
    Cash received from customers                                 $ 2,941,017         $ 2,763,436
    Cash paid to suppliers and employees                          (3,205,428)         (2,527,776)
    Interest received                                                  5,097               4,659
    Interest paid                                                    (29,878)            (49,771)
    Income taxes paid                                                (72,850)            (26,500)
                                                                 -----------         -----------   
       Net Cash From (For) Operations                               (362,042)            164,048
                                                                 -----------         -----------

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
    Capital expenditures                                             (17,164)           (112,043)
    Advance to affiliate                                                   -             (10,000)
                                                                 -----------         -----------
    Net Cash From (For) Investing
      Activities                                                     (17,164)           (122,043)
                                                                 -----------         -----------

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
    Net borrowings (payments) on line of credit                      596,000             (10,000)
    Principal payments on loans                                      (24,166)            (37,771)
    Payments received on note from affiliate                               -              12,200
                                                                 -----------         -----------
      Net Cash From (For) Financing Activities                       571,834             (35,571)
                                                                 -----------         -----------

NET INCREASE (DECREASE) IN CASH                                      192,628               6,434

Cash and cash equivalents, at
    beginning of period                                              476,694             409,087
                                                                 -----------         -----------
Cash and cash equivalents, at
    end of period                                                $   669,322          $  415,521
                                                                 ===========         ===========
</TABLE>




     See accompanying notes to condensed consolidated financial statements.

                                       6


<PAGE>   7



                THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                  (Unaudited)

<TABLE>
<CAPTION>

                                                                     Three Months Ended
                                                                          March 31,
                                                                ---------------------------------
                                                                   1997                  1996
                                                                 --------              --------
<S>                                                             <C>                <C>
RECONCILIATION OF NET INCOME TO
  NET CASH FROM (FOR) OPERATIONS:
Net income                                                       $  13,727           $  311,780
Provision for (reduction in) allowance
  on accounts receivable                                           (15,000)              10,000
Depreciation                                                        65,497               59,778
Amortization                                                         3,069                3,069
Changes in operating assets and
  liabilities:
  Accounts and notes receivable                                    613,290             (132,315)
  Prepaid expenses and other                                        53,430              (36,599)
  Accounts payable and billings
    in excess of costs and estimated
    earnings on contracts in progress                             (964,503)            (363,542)
  Accrued expenses                                                (131,552)             311,877
                                                                 ---------           ----------                
NET CASH FROM (FOR) OPERATIONS                                   $(362,042)          $  164,048
                                                                 =========           ==========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       7



<PAGE>   8



                         THE RANDERS GROUP INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


NOTE 1 - BASIS OF PRESENTATION

     The Randers Group Incorporated and its Subsidiaries (the Company) provide
design, engineering, project management, general contracting and development
services to industrial and commercial clients throughout the United States. The
Company considers such operations to constitute one business segment.

     The condensed consolidated financial statements include the accounts of The
Randers Group Incorporated and all of its subsidiaries.  On consolidation all
material intercompany accounts and transactions are eliminated.

     The financial information included herein as of any date other than
December 31, is unaudited; however, such information reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position, results
of operations and cash flows for the interim periods.  Financial information as
of December 31, has been taken from the audited financial statements of the
Company, however, certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Accordingly, these
condensed consolidated financial statements and notes should be read in
conjunction with the Company's audited consolidated financial statements for the
year ended December 31, 1996.

     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, the
disclosure of contingent assets and liabilities at the date of the financial
statements and the amounts of revenues and expenses reported during the period.
Actual results could differ from those estimates.

     A portion of the Company's business is derived from long-term contracts,
the income from which is recognized on the percentage-of-completion method.
Results of operations for any quarter may include revisions to estimated
earnings for such contracts that were recorded in prior periods and these
revisions may again be adjusted in subsequent quarters as further information
becomes available or the contracts are completed.

     The results of operations for the three months ended March 31, 1997 are not
necessarily indicative of the results to be expected for the full year.


                                       8
<PAGE>   9



                         THE RANDERS GROUP INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)



NOTE 2 - PROPERTY AND EQUIPMENT

     Property and equipment used in the construction and service/ consulting
operations consist of the following:

<TABLE>
<CAPTION>

                                     March 31,    December 31,
                                       1997           1996
                                   ------------  -------------
<S>                              <C>            <C>
Cost                               $  2,287,997   $  2,270,833
Less accumulated amortization         1,187,163      1,135,437
                                   ------------   ------------ 

     Net                           $  1,100,834   $  1,135,396
                                   ============   ============

     Property and equipment used in rental operations consist of the following:

Cost                               $  1,758,966   $  1,758,966
Less accumulated amortization           325,638        311,867
                                   ------------   ------------

     Net                           $  1,433,328   $  1,447,099
                                   ============   ============
Net Property and Equipment - total $  2,534,162   $  2,582,495
                                   ============   ============
</TABLE>

NOTE 3 - NOTES AND ACCOUNTS RECEIVABLE - AFFILIATE

     The Company's balance sheets include various amounts receivable from First
Venture Associates Limited Partnership (FVALP), an entity owned by four of the
Company's officers/directors.  The amounts receivable from FVALP consist of the
following:

<TABLE>
<CAPTION>

                                     March 31,    December 31,
                                      1997(A)         1996
                                   ------------   ------------      
<S>                               <C>           <C>
Notes receivable                   $    393,111   $    393,111
Accrued interest receivable              93,730         93,730
Accounts receivable                     829,094        829,094
                                   ------------   ------------
                                   $  1,315,935   $  1,315,935
                                   ============   ============
</TABLE>

     (A) The notes and accounts receivable are shown as a current asset in the
accompanying balance sheet as of March 31, 1997, as such amounts were collected
in May, 1997.



                                       9
<PAGE>   10



                         THE RANDERS GROUP INCORPORATED
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)



NOTE 4 - NOTE PAYABLE - BANK

     The Randers Group Incorporated has a line of credit which provides for
advances up to $1,500,000.  The line bears interest at the prime rate.  The
prime rate was 8.25% at December 31, 1996 and at March 31, 1997.

     The loan agreement, which expired May 1, 1997, has been verbally extended
by the bank.  The Company is currently renegotiating the loan and expects that
it will be renewed under similar terms and conditions.

     The line of credit is collateralized by all the assets of the Company and
its subsidiaries.  The loan agreement further provides that the Company is to
maintain consolidated net worth of at least $1,500,000.  Unrestricted equity was
$2,925,099 at December 31, 1996 and $2,938,826 at March 31, 1997.

NOTE 5 - CONTINGENCIES

     Due to the limited availability and high cost of professional liability
insurance covering services related to the chemical industry, Randers
Engineering, a subsidiary of the Company, does not maintain such insurance.
Management is not aware of any uninsured claims or potential claims which may be
asserted against the Company.  Although the Company has never incurred a
significant liability because of work performed, there can be no assurances that
the Company will not incur such a liability in the future.

NOTE 6 - NET INCOME PER SHARE

     Net income per share is computed on the basis of the weighted average
number of common and dilutive common equivalent shares outstanding during the
period.


                                       10
<PAGE>   11



                                     ITEM 2

                MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


Liquidity and Capital Resources

     The Company's construction and service/consulting operations normally do
not require a significant investment in property and equipment or other
long-term assets.  Short-term needs for cash may develop as the
service/consulting business expands and cash is consumed by operations prior to
the collection of the related revenue.  Construction operations may provide
temporary cash resources as amounts payable to subcontractors and suppliers are
normally not due until after the related receivable from the client is
collected.

     The Company's rental operations have required a significant investment in
real estate.  These operations have been primarily financed by long-term debt.

     The Company's March 31, 1997 balance sheet includes various amounts related
to the Company's activities with First Venture Associates Limited Partnership
(FVALP), an entity owned by four of the Company's officers/directors.  Such
amounts include notes and accrued interest receivable from FVALP of $393,111 and
$93,730, respectively, and accounts receivable from FVALP of $829,094.  These
amounts were collected in May, 1997, and accordingly these amounts have been
classified as a current asset in March 31, 1997 balance sheet.

     The following table sets forth information related to the Company's
liquidity as of the dates indicated.

<TABLE>
<CAPTION>
                                                             March 31,
                                                     ------------------------
                                                        1997           1996
                                                     ---------       --------
<S>                                                <C>           <C>
    Cash and cash equivalents                       $   669,000     $  416,000
    Working capital                                 $ 2,714,000     $  821,000
    Ratio of current assets to current
      liabilities                                     2.53 to 1      1.35 to 1
    Available funds under line of credit            $   603,000     $  171,000
</TABLE>


     The Company's cash position of $669,000 at March 31, 1997, reflects an
increase of approximately $193,000 since December 31, 1996.

     Operations for the first quarter of 1997 consumed $362,000 of cash.  Net
income of $14,000 for the period combined with non-cash expenses of $54,000 and
a $667,000 decrease in accounts receivable and prepaid expenses were not
sufficient enough to offset a $965,000 decrease in accounts payable and billings
in excess of cost and estimated earnings on contracts in progress and a $132,000
decrease in accrued expenses.  The decrease in accounts receivable and accounts
payable was due primarily to changes in business activity rather than from a
change in the timing of cash collections or disbursements.


                                       11
<PAGE>   12



                MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
                                  (Continued)



     In addition to the $362,000 of cash consumed by operations during the first
three months of 1997, the Company expended $17,000 for property and equipment
and used $24,000 to reduce its long-term debt.  During this same period the
Company borrowed $596,000 on its line of credit thus resulting in a $192,000 net
increase in cash.

                               * * * * * * * * *

     Management is not aware of any known trends, demands, commitments, events
or uncertainties, other than the following, that will result in the Company's
liquidity increasing or decreasing in any material way.

     The Company has a line of credit with a bank which provides for advances up
to $1,500,000.  At March 31, 1997, the Company had outstanding borrowings of
$897,000 on the line.  Management expects that the line of credit, which expired
May 1, 1997, will be renewed under similar terms and conditions.

     As previously discussed, the Company collected the $1,315,935 due from an
affiliate during May, 1997.  The funds were used to repay the Company's
borrowings on its line of credit with the remaining portion invested in cash
equivalents.

     In January 1998, the Company will be required to pay the remaining balance
on a mortgage note.  It is estimated that the balance will be $970,000 at that
time.  To satisfy the debt requirement, the Company anticipates that a new
source of long-term financing will be secured or that the current agreement will
be extended.

     The Company does not have any material commitment for capital expenditures
which are outside the ordinary course of business.

     Management does not contemplate or expect any change in capital resources
of the Company, including any material changes in the mix or relative cost of
such capital resources or any changes between debt and equity except as
discussed.  Accordingly, management expects that other cash flow needs will be
provided primarily from operations.

Results of Operations

     The following table sets forth, for the periods indicated, the percentage
of which certain items in the Company's Condensed Consolidated Statements of
Operations bear to revenues:



                                       12
<PAGE>   13



                MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
                                  (Continued)


<TABLE>
<CAPTION>

                                                     Three Months Ended March 31,
                                                     ----------------------------
                                                         1997            1996
                                                       -------         --------
<S>                                                  <C>               <C>
Revenues                                               100.0%           100.0%
Direct Expenses                                         79.4%            67.1%
Selling Administrative
 and General Expenses                                   18.6%            15.4%
Operating Income                                         2.0%            17.5%
Other Income (Expenses)- Net                            (1.1%)            (.8%)
Income Taxes (Reduction)                                  .3%             6.0%
Net Income (Loss)                                         .6%            10.7%

</TABLE>

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996

     Revenues for the first months of 1997 were $2,328,000 compared to
$2,906,000 for the same period in 1996, a decrease of 19.9% Service/consulting
fees decreased $662,000 (25.4%) while construction revenues increased $89,000
(41.0%).  The decrease in service/ consulting revenues results primarily from
the completion in 1996 of two large design/construction management projects
which were active during the first quarter of 1996.  Construction revenues
continued to reflect a slow down in construction spending among the Company's
traditional client base.  However, the design and manufacturer of specialized
equipment system accounted for the additional revenues recognized in 1997.

     The Company reported an operating profit of $46,000 during the first three
months of 1997 compared to an operating profit of $508,000  during the same
period of 1996.  Gross profit from service/consulting fees were $427,000 (21.9%)
for the first quarter of 1997 compared to a gross profit of $890,000 (34.1%) in
1996.  The decrease in the gross profit percentage results primarily from a
decrease in staff utilization related to the decreased volume of work.
Construction operations reported a gross profit of $37,000 (12.2%) compared to a
gross profit of $39,000  (17.8%) for 1996.   Selling, administrative, and
general expenses were $434,000 during the first quarter of 1997 compared to
$449,000 for the same period in 1996, a decrease of $15,000 or 3.4%. Such costs,
however, represented 18.6% of revenue in 1997 compared to 15.4% in 1996.

     Net interest expense was $25,000 for the first three months of 1997
compared to net interest expense of $23,000 in 1996.



                                       13
<PAGE>   14

                          PART II - OTHER INFORMATION


Items 1-5

     Not applicable.

Item 6

6(a)  Exhibits:

      #11 - Statement Regarding Computation of Earnings Per Share (Part  I 
            Exhibit).

      #27 - Financial Data Schedule (Part I Exhibit).

6(b)  Reports on Form 8-K:  None.

                                       14

<PAGE>   15


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                  THE RANDERS GROUP INCORPORATED




Date:  May 14, 1997                                  |s| Thomas R. Eurich
                                                     ---------------------------
                                                     Thomas R. Eurich, President




Date:  May 14, 1997                                  |s| Michael J. Krivitzky
                                                     ---------------------------
                                                     Michael J. Krivitzky
                                                     Senior Vice President and 
                                                       Treasurer




Date:  May 14, 1997                                  |s| David A. Wiegerink
                                                     ---------------------------
                                                     David A. Wiegerink, Vice 
                                                       President Finance and 
                                                       Administration Principal
                                                       Accounting Officer


                                       15
<PAGE>   16
                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
   No.                          Description
--------                        -----------
<S>                            <C>
  11                            Computation of Earnings Per shares

  27                            Financial Data Schedule
</TABLE>