UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:

[X] Preliminary Proxy Statement

[   ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[   ] Definitive Proxy Statement

[   ] Definitive Additional Materials

[   ] Soliciting Material Pursuant to §240.14a-12

CANTERBURY CONSULTING GROUP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[    ] No fee required.

[    ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[X] Fee paid previously with preliminary materials.

[    ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

Canterbury Consulting Group, Inc.

352 Stokes Road, Suite 200

Medford, New Jersey  08055

Dear Shareholder:

You are cordially invited to attend a special meeting of the shareholders of Canterbury Consulting Group, Inc. (“Canterbury” or the “Company”) to be held on ____________, 2005, at 10:00 a.m. (EST) at Braddock’s Restaurant, 39 South Main Street, Medford, New Jersey  08055.

At the special meeting, the holders of shares of the Company’s common stock (the “Shares”) at the close of business on December __, 2004, will be entitled to consider and vote upon a proposal to approve the Agreement and Plan of Merger  (the “Merger Agreement”), dated November 18, 2004, between the Company and CCG Group, Inc. (“CCG”).  The shareholders of CCG are Stanton M. Pikus, Chairman of the Board of Directors of Canterbury; Kevin J. McAndrew, President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director of Canterbury; Jean Z. Pikus, Vice President and Secretary of Canterbury; Alan Manin, Director of Canterbury; Frank Cappiello, Director of Canterbury; Patricia Bednarik, President of USC/Canterbury Corp.; Daniel Kenyon, Canterbury’s Corporate Sales Manager; Thomas Spurlock, Training Division Manager; The Matthew Zane Pikus Trust, Jack Uris, Trustee; Louis Kassen IRA, Louis Kassen Trustee; Marlene LaMont Levy; Richard Molinsky; Richard Zwerlein; Aaron Alter; and Mathews & Associates, Inc.  These individuals formed CCG for the purpose of entering into this transaction.  

At the effective time, Canterbury will be merged (the “Merger”) with and into Canterbury, and holders of Shares will receive $0.40 per Share in cash (the “Merger Consideration”).  No merger consideration will be paid for shares beneficially owned by the affiliates of CCG. As a result of the Merger, the Company will be the surviving corporation. Canterbury will be a privately owned entity and its shares will no longer be traded in the public market. Canterbury’s stock will not be publicly traded and the sole shareholders of Canterbury Consulting Group, Inc. will be the affiliates of CCG.  In addition, the registration of Canterbury common stock and its reporting obligations under the Exchange Act will be terminated upon application to the SEC after the Merger. Details of the Merger and other important information are set forth in the enclosed Proxy Statement, which you are urged to read carefully.

Five members of the board of directors of Canterbury Consulting Group, Inc. are shareholders of CCG and, therefore, have a conflict of interest. In order to protect Canterbury’s shareholders’ interest in evaluating, negotiating and recommending approval of the merger and adoption of the merger agreement, our board of directors formed a special committee, composed entirely of directors who are not officers or employees of Canterbury and who have no financial interest in the proposed merger different from our shareholders generally. In connection with its evaluation of the merger, the special committee engaged vFinance Investments, Inc. to act as its financial advisor.   vFinance Investments, Inc. rendered its opinion that, based on and subject to the assumptions, limitations and qualifications set forth in such opinion, the cash merger consideration of $0.40 per share in cash to be received in the merger is fair, from a financial point of view, to those holders of Common Shares other than those affiliated with CCG.  The special committee then recommended to the board that it approve the merger.

 After careful consideration and acting on the recommendation of the special committee, the Company’s Board of Directors, in a meeting held on November 16, 2004, resolved that the Merger is in the best interests of the Company’s shareholders and unanimously adopted the Merger and unanimously recommends that shareholders vote FOR each of the proposals described in the Proxy Statement.  We urge you to read the enclosed proxy statement carefully as it sets forth details of the proposed merger and other important information related to the merger.

Whether or not you plan to attend the Special Meeting, please take the time to vote by completing and mailing your proxy card in the enclosed envelope as promptly as possible so that your Shares will be voted at the Special Meeting. This will not limit your right to vote in person or to attend the Special Meeting. Shareholder approval of the Merger will require the affirmative vote of a majority of the outstanding shares of the Company; accordingly, failure to attend the Special Meeting or vote by proxy is the same as a vote against the Merger.

Sincerely,

/s/ Kevin J. McAndrew

/s/ Stanton M. Pikus

President

Chairman of the Board

_______________, 2004

Medford, New Jersey  

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CANTERBURY CONSULTING GROUP, INC.

352 Stokes Road, Suite 200

Medford, New Jersey  08055

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Notice of Special Meeting of Shareholders

to be held on _____________, 2005

To Our Shareholders:

You are cordially invited to attend a special meeting of the shareholders of Canterbury Consulting Group, Inc. (the “Company”) to be held on ____________, 2005, at 10:00 a.m. (EST) at Braddock’s Restaurant, 39 South Main Street, Medford, New Jersey  08055, for the following purposes:

1. To consider and vote on a proposal to approve the Agreement and Plan of Merger dated November 18, 2004 (the “Merger Agreement”), between the Company and CCG Group, Inc. (“CCG”), and the transactions contemplated by the Merger Agreement; and

2. To transact any other business that properly comes before the meeting or any adjournment or postponement of the meeting.

Only holders of shares of Common Stock, .$0.001 par value, of the Company of record at the close of business on December __, 2004, will be entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. The Board of Directors of the Company unanimously recommends that shareholders vote FOR approval of the Merger Agreement. Shareholder approval of the Merger Agreement and the transactions contemplated therein will require the affirmative vote of a majority of the outstanding shares of Common Stock of the Company; accordingly, failure to attend the Special Meeting or vote by proxy is the same as a vote against the Merger. Please do not send your share certificates in at this time. If the merger is completed, you will be sent instructions regarding the surrender of your share certificates.

By order of the Board of Directors,

Jean Z. Pikus

Vice President and Secretary

______________, 2004

Medford, New Jersey

YOUR VOTE IS IMPORTANT

You are urged to complete, date, sign and return your proxy in the enclosed envelope. If you attend the meeting, you may vote in person if you wish, even if you have previously returned your proxy card.

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CANTERBURY CONSULTING GROUP, INC.

352 Stokes Road, Suite 200

Medford, New Jersey  08055

PROXY STATEMENT

FOR A SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON _______________, 2005

INTRODUCTION

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Canterbury Consulting Group, Inc., an Pennsylvania corporation (“Canterbury” or the “Company”), to holders as of the Record Date (as defined below) of shares of common stock of Canterbury (the “Shares”) in connection with a special meeting (the “Special Meeting”) of shareholders of the Company to be held on ________________, 2005, at 10:00 a.m. (EST) at the Braddock’s Restaurant, 39 South Main Street, Medford, New Jersey  08055. This Proxy Statement and the enclosed proxy card are first being mailed or given to shareholders entitled to vote at the Special Meeting on or about _________, 2005.

At the Special Meeting, holders of Shares as of the Record Date (the “Shareholders”) will be entitled to consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated November 18, 2004, between Canterbury and CCG Group, Inc. (“CCG”), in the form attached to this Proxy Statement as Annex A, pursuant to which CCG will be merged with and into Canterbury and Canterbury will be the surviving corporation (the “Merger”).

For the reasons set forth in this Proxy Statement, the Board of Directors of the Company has determined that the Merger is fair to and in the best interests of the shareholders of Canterbury (the “Shareholders”), has unanimously adopted and approved the Merger Agreement and the Merger, and recommends that you vote FOR the approval of the Merger Agreement.

The Board of Directors of the Company has fixed the close of business on December __, 2004 (the “Record Date”), as the record date for the determination of Shareholders entitled to notice of and to vote at the Special Meeting, and only Shareholders as of the Record Date will be entitled to vote at the Special Meeting. In order to allow the Company to consummate the Merger, Shareholders owning at least a majority of the outstanding Shares must vote in favor of approving the Merger Agreement, in person or by properly executed proxy, at the Special Meeting. The presence, in person or by proxy, of Shareholders owning at least a majority of the outstanding Shares is required for a quorum to be present at the Special Meeting.

No persons have been authorized to give any information or to make any representations other than those contained or referred to in this Proxy Statement in connection with the solicitation of proxies, and, if given or made, such information or representations should not be relied upon as having been authorized by the Company or any person representing the Company. This Proxy Statement does not constitute the solicitation of a proxy in any jurisdiction to or from any person to whom or from whom it is unlawful to make such proxy solicitation in such jurisdiction. The delivery of this Proxy Statement shall not under any circumstances create an implication that there has been no change in the affairs of the Company or its affiliates since the date hereof or that the information herein is correct as of any time subsequent to its date. All information regarding CCG or any of their respective affiliates in this Proxy Statement has been supplied by CCG.

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The date of this Proxy Statement is ______________

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SUMMARY OF THE MERGER

We intend to merge our company, Canterbury Consulting Group, Inc. (“our company” or “Canterbury”), with and into CCG Group, Inc. (“CCG”).  Canterbury will be the surviving corporation in the Merger under Pennsylvania law. Canterbury will then become privately held.  Accordingly, the outstanding shares of Canterbury Common Stock not owned by affiliates of CCG will be converted into the right to receive an amount equal to $0.40 per share for Canterbury shares owned on the date the merger occurs, in cash, without interest, as described in this Proxy Statement.  Persons associated with CCG, who will hold as of the Record Date a total of 1,565,166 shares of Canterbury will not be entitled to convert their shares to cash or receive any consideration.  In order to complete the merger, we must obtain the consent of the holders of at least a majority of the outstanding shares of our common stock at a special meeting of our shareholders called for that purpose. The following are some of the questions you, as a shareholder of Canterbury, may have and the answers to those questions. This summary term sheet is not meant to be a substitute for the information contained in the remainder of this Proxy Statement. The information contained in this summary term sheet is qualified in its entirety by the more detailed descriptions and explanations contained in this Proxy Statement. We urge you to carefully read the entire Proxy Statement, as well as all annexes and the documents incorporated by reference in this Proxy Statement, prior to making any decision regarding whether to vote to approve the Merger Agreement described below.

WHAT IS THE TRANSACTION?

Canterbury has entered into a Merger Agreement, dated November 18, 2004, with CCG (the “Merger Agreement”). Under the Agreement and Plan of Merger, Canterbury and CCG will merge if the holders of at least a majority of our outstanding shares of common stock approve the Merger Agreement. After the merger, Canterbury will be the surviving corporation under Pennsylvania law and will be privately held.

If the merger occurs, the shares of Canterbury owned by you (and you are not an affiliate of CCG) on the date the merger occurs will be exchanged for $0.40 per share, in cash, without interest, minus any required withholding taxes.

WHO IS CCG?

CCG is a Pennsylvania corporation formed by the following shareholders of Canterbury solely to complete the merger.  Stanton M. Pikus, Chairman of the Board of Directors of Canterbury; Kevin J. McAndrew, President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director of Canterbury; Jean Z. Pikus, Vice President and Secretary of Canterbury; Alan Manin, Director of Canterbury; Frank Cappiello, Director of Canterbury; Patricia Bednarik, President of USC/Canterbury Corp.; Daniel Kenyon, Canterbury’s Corporate Sales Manager; Thomas Spurlock, Training Division Manager; The Matthew Zane Pikus Trust, Jack Uris, Trustee; Louis Kassen IRA, Louis Kassen Trustee; Marlene LaMont Levy; Richard Molinsky; Richard Zwerlein; Aaron Alter; and Mathews & Associates, Inc.  See “Certain Information Concerning CCG.”  

WHEN IS THE SHAREHOLDERS MEETING?

Our company’s shareholders meeting will take place on __________________, 2005. See “Special Meeting—General.”

HOW DO I VOTE ON THE MERGER AGREEMENT?

You can vote in one of two (2) ways:

After you carefully read this document, indicate on your proxy card how you want to vote, sign and date it and mail it in the enclosed envelope as soon as possible. The instructions on the accompanying proxy card will give you more information on how to vote by mail or by fax and, where applicable, on the internet. This will enable your shares to be represented at the special meeting. See “Special Meeting” and “Surrender of Certificates;” or

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You can attend the special meeting in person and vote your shares by submitting a ballot that will be made available to you at the special meeting. If you submit a proxy card you are not precluded from attending the special meeting. At the special meeting you may either submit a ballot (in which event your proxy will be revoked) or you may let your proxy stand by not submitting a ballot. See “Special Meeting.”

IF MY SHARES ARE HELD IN “STREET NAME” BY MY BROKER, WILL MY BROKER VOTE MY SHARES FOR ME?

Your broker will not be able to vote your shares without instructions from you. You should instruct your broker to vote your shares by following the directions your broker provides. If you fail to instruct your broker to vote your shares, your shares will not be voted. If you do not vote or if you abstain from voting, the effect will be a vote against the approval of the Merger Agreement. See “Surrender of Certificates.”

CAN I CHANGE MY VOTE AFTER I SUBMIT MY PROXY WITH VOTING INSTRUCTIONS?

Yes. There are three (3) ways you can change your vote.

First, you may send a written notice to the person to whom you submitted your proxy stating that you would like to revoke your proxy. If you send a revocation notice and do not submit a new proxy or do not attend the special meeting, your shares will be excluded from the vote, which is the same as a vote against the Merger.

Second, you may complete and submit a new proxy card by mail or submit your proxy with new voting instructions. Your shares will be voted in accordance with the latest proxy actually received by Canterbury prior to the special meeting. Any earlier proxies submitted by you will be revoked.

Third, you may attend the special meeting and vote in person. Any earlier proxies submitted by you will be revoked. Simply attending the meeting without voting, however, will not revoke your proxy.

If you have instructed a broker to vote your shares, you must follow directions you will receive from your broker to change or revoke your proxy. See “Proxies—How to Revoke Your Proxy.”

WHAT HAPPENS IF I DON’T RETURN A PROXY CARD OR VOTE AT THE MEETING?

If you fail to return your proxy card or to vote in person at the meeting, your shares will be excluded from the vote. This will have the same effect as voting against approval of the merger. See “Proxies.”

SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

No. You should not send in your stock certificates at this time. Shareholders will exchange their shares for the amount of $0.40 per share in cash after the merger is completed. Canterbury’s exchange agent will send you instructions for exchanging your stock certificates within three (3) business days after the merger is completed. See “Surrender of Certificates.”

WHAT SHOULD I DO IF MY STOCK CERTIFICATE(S) ARE LOST, STOLEN OR DESTROYED?

If your stock certificates representing shares of Canterbury have been lost, stolen or destroyed, you should notify the Company’s transfer agent, American Stock Transfer & Trust Company, at (800) 937-5449 to obtain a replacement certificate in accordance with applicable procedures.

WHAT WILL I RECEIVE FOR MY SHARES?

You will be entitled to receive $0.40 in cash, without interest, for each share of Canterbury common stock you own on the date the merger occurs if you are not an affiliate of CCG  See “The Merger” and “The Merger—The Merger Consideration.”

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IF THE MERGER OCCURS, WHEN WILL I GET PAID?

If the Merger Agreement is approved by the shareholders, the conditions to the merger are satisfied and the merger is consummated, payment for your shares will be mailed as promptly as practicable following your surrender of your shares together with a duly executed letter of transmittal to Canterbury’s exchange agent, but in any event within ten (10) business days of receipt thereof by Canterbury’s exchange agent. See “Surrender of Certificates.”

DO I HAVE TO PAY ANY BROKERAGE OR SIMILAR FEES TO SURRENDER MY SHARES IN THE MERGER?

If you are the record owner of your shares and you surrender your shares in the merger, you will not have to pay any brokerage or similar fees. However, if you own your shares through a broker or other nominee, and your broker surrenders your shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. See “Surrender of Certificates.”

WHO WILL OWN CANTERBURY CONSULTING GROUP, INC. AFTER THE MERGER?

CCG will acquire all of the outstanding shares of Canterbury’s common stock not owned by the affiliates of CCG in the merger, at a price of $0.40 per share, in cash, without interest, pursuant to the Merger Agreement.  The acquired shares will be retired and the affiliates of CCG will be the sole shareholders of Canterbury.   Canterbury will then be a privately owned entity and its shares will no longer be traded in the public market.  In addition, the registration of Canterbury common stock and its reporting obligations under the Exchange Act, will be terminated upon application to the SEC after the merger.

WHY ARE CANTERBURY CONSULTING GROUP, INC. AND CCG CAUSING THE MERGER?

Public companies are subject to increasing financial, disclosure and corporate governance costs in light of the regulatory environment following the Sarbanes-Oxley Act of 2002.  Private companies are not subject to most requirements of the federal securities laws, particularly disclosure and reporting requirements under the Securities Exchange Act of 1934.  In addition, private companies have lower ongoing legal, accounting, directors and officers insurance and investor relations expenses.  The estimated annual savings for us would be in excess of $200,000 per year.  This is a sufficient amount of money that we could better use to operate our company.  Private companies do not have pressure to meet investment expectations.  Private companies can also be more aggressive with operating decisions and strategic planning.  There is no obligation to publicly distribute financial and other strategic information.  See “Background of the Merger”.

IS THE FINANCIAL CONDITION OF CCG RELEVANT TO MY DECISION ON WHETHER TO VOTE TO APPROVE THE MERGER AGREEMENT?

No. CCG has represented that it will provide an amount of cash funds which together with cash funds available from the Company will be sufficient to pay the merger consideration to our shareholders. See “Certain Information Concerning CCG.”

WHAT ARE THE MOST IMPORTANT CONDITIONS TO THE MERGER?

Our obligation and the obligation of CCG to complete the merger are subject to various conditions, any of which may be waived in whole or in part by the applicable party. The most important conditions to the merger are the following:

Conditions to Each Party’s Obligation to Complete the Merger:

The holders of a majority of Canterbury’s outstanding shares of common stock must approve the Merger Agreement; and

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There must be no governmental order or injunction in effect prohibiting completion of the merger, but each party must use its reasonable best efforts to prevent or appeal any order or injunction.

Conditions to Obligations of CCG to Complete the Merger:

Canterbury must have performed or complied with all of its obligations, covenants and agreements under the Merger Agreement on or before the date the merger is completed;

Canterbury must receive the consent of any person having approval rights over the merger on or before the date the merger is completed;

There can be no material adverse change with respect to Canterbury after the date the Merger Agreement was signed and prior to the date the merger is completed.  

Canterbury may not issue any additional shares of Common Stock (other than shares issued upon the proper exercise of any Company stock options existing on the date of the Merger Agreement was signed).

Conditions to Canterbury’s Obligation to Complete the Merger:

CCG must have performed or complied with all of its obligations, covenants and agreements under the Merger Agreement on or before the date the merger is completed.

A more detailed discussion of the conditions to consummation of the merger may be found in “The Merger Agreement—Conditions Precedent to the Merger.”

HAS ANYONE CONSIDERED THE FAIRNESS OF THE PROPOSED TRANSACTION FROM A FINANCIAL POINT OF VIEW TO THE SHAREHOLDERS OF OUR COMPANY?

Yes.  The special committee and the Board of Directors of Canterbury retained a financial advisor, vFinance Investments,  Inc.  The Board of Directors of Canterbury received a written opinion, dated November 8, 2004, from vFinance Investments, Inc. stating that, as of the date of the opinion and subject to the matters set forth in the opinion, the merger consideration to be received by our company’s shareholders in the merger was fair, from a financial point of view, to such holders. See   “The Merger Agreement—Background of the Merger” and “The Merger Agreement—Recommendation of the Board of Directors of the Company.”

HAS THE BOARD OF DIRECTORS OF CANTERBURY ADOPTED AND APPROVED THE MERGER?

Yes. The special committee and Canterbury’s Board of Directors has by a unanimous vote of the special committee and of the directors (i) adopted and approved the Merger Agreement and the transactions contemplated thereby, including the merger, and  (ii) recommended that the shareholders vote to approve the Merger Agreement. See “The Merger—Background of the Merger.”

IF I DO NOT VOTE TO APPROVE THE MERGER AGREEMENT BUT THE MERGER AGREEMENT IS APPROVED BY THE HOLDERS OF A MAJORITY OF THE SHARES, WHAT WILL HAPPEN TO MY SHARES?

Under the merger, all of the shares of Canterbury’s common stock except those of affiliates of CCG will automatically be converted into the right to receive in cash $0.40 per share, without interest, as described in this Proxy Statement. Therefore, if the merger takes place, you will be entitled to receive $0.40 per share owned by you on the date the merger occurs, without interest, but you will retain no other rights as a shareholder of Canterbury. See “The Merger” and “The Merger—The Merger Consideration.”

WHEN WILL THE MERGER OCCUR?

The timing and completion of the merger will depend on several factors and legal requirements and whether the conditions to the merger have been satisfied or waived and we have obtained the consents required under various

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other agreements. However, we intend to consummate the merger as soon as practicable following the approval of the Merger Agreement by the shareholders. See “The Merger Agreement—Conditions Precedent to the Merger.”

ARE DISSENTERS’ RIGHTS AVAILABLE IN THE MERGER?

Sections of Pennsylvania Business Corporation Law of 1988, as amended, may apply to the rights of shareholders wishing to dissent.  See “Dissenters’ Rights.”

WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER?

The receipt of cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local or foreign income or other tax laws. You should consult your tax advisor about the particular effect the merger will have on you. See “Certain United States Federal Income Tax Consequences—General.”

ARE THERE ANY POTENTIAL CONFLICTS OF INTEREST?

Some of the present executive officers and directors of Canterbury own shares of our common stock or hold options to purchase shares of our common stock.   These officers and directors are also affiliates of CCG and will remain as principals of Canterbury following the consummation of the merger.  As a result, there are various potential or actual conflicts of interest in connection with the merger. See “Certain Relationships and Related Party Transactions,” “Certain Information Concerning the Company” and “Certain Information Concerning CCG.”

Certain of the executive officers and directors of the Company have employment agreements which will continue after the Merger.  In addition, the executive officers have key man insurance policies that will continue after the merger. See “Certain Relationships and Related Party Transactions.”

Our board of directors and special committee were aware of and considered the interests of, our directors and executive officers in approving the merger agreement and the merger.

ARE ANY GOVERNMENTAL OR OTHER APPROVALS REQUIRED TO COMPLETE THE MERGER?

Yes. As noted above, one of the conditions to the completion of the merger is the receipt of all regulatory and other approvals required by law or by certain agreements to which we are a party. See “Certain Legal Matters” and “The Merger Agreement— Conditions Precedent to the Merger.”

WHO CAN I CALL WITH QUESTIONS?

You can call Stanton M. Pikus, Chairman at (609) 953-0044 with any questions you may have.

FORWARD LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements with respect to the Company. Forward-looking statements include, by way of example and without limitation, statements concerning the financial condition, results of operations, plans, objectives, future performance, and businesses of the Company, as well as certain information relating to the Merger. Forward-looking statements may be identified, preceded, or followed by, or otherwise include, without limitation, words such as “plans,” “believes,” “expects,” “anticipates,” “estimates” or similar words or expressions.

These forward-looking statements involve both known and unknown risks and uncertainties. Actual results or performance may differ materially from those contemplated by these forward-looking statements due to the following factors and events, among others, that might occur (the order of which does not necessarily reflect their relative significance): difficulties in obtaining regulatory approvals or other consents or approvals required to consummate the Merger; dependence on key personnel to manage the Company’s ongoing business; state and federal regulatory rule making promulgations; class action litigation relating to the Merger; inflation in the costs of operations of the Company; product development; decreased demand for the Company’s products and risk that our

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analyses of these risks and forces are incorrect and/or that the strategies developed to address them will be unsuccessful.

Because these forward-looking statements are subject to both known and unknown risks and uncertainties, actual results or performance may differ materially from those expressed or implied by these forward-looking statements. Shareholders are cautioned not to place undue reliance on these statements, which speak only as of the date of this Proxy Statement.

All subsequent written and oral forward-looking statements attributable to the Company, or any person acting on its behalf, are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company undertakes no obligation to update publicly any forward-looking statements to reflect events, circumstances or new information after the date of this Proxy Statement or to reflect the occurrence of unanticipated events.

SPECIAL MEETING

General

This solicitation of proxies is made on behalf of the Board of Directors of the Company. This document dated _______________, is first being mailed by the Company to the Shareholders on or about ____________, 2005 and is accompanied by the notice of the Special Meeting and a form of proxy for use at the Special Meeting. The Special Meeting will be held on _____________, 2005, at 10:00 a.m. (EST) at the Braddock’s Restaurant, 39 South Main Street, Medford, New Jersey  08055.

Matters to be Considered

The purposes of the Special Meeting are to consider and vote upon the approval of the Merger Agreement, and to consider and vote upon any other matters that may properly come before the Special Meeting or any adjournments or postponements of the Special Meeting.

Proxy

Shares owned by a Shareholder can only be voted at the Special Meeting if that Shareholder is present at the Special Meeting or represented by proxy. Shareholders are encouraged to vote by proxy whether or not they plan to attend the Special Meeting.

Record Date

Shareholders as of the close of business on December __, 2004, are entitled to vote. As of December __, 2004, approximately __________ Shares were outstanding and eligible to vote at the Special Meeting. Each Share is entitled to one (1) vote on the matters presented at the Special Meeting. A list of Shareholders eligible to vote will be available at the offices of the Company, 352 Stokes Road, Suite 200, Medford, NJ  08055 beginning ________, 2005. Shareholders may examine this list during normal business hours for any purpose relating to the Special Meeting. The proxy card represents all of the Shares registered to each Shareholder’s account.

Quorum

The Special Meeting will be held if a quorum, consisting of a majority of the outstanding Shares entitled to vote, is represented in person or by proxy. Broker non-votes, votes withheld and abstentions will be counted for purposes of determining whether a quorum has been reached. “Broker non-votes” occur when nominees, such as banks and brokers, holding Shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners by the date in the voting instructions received from the Shareholder’s broker. On non-routine matters, such as the approval of the Merger Agreement, nominees cannot vote, therefore there is a so-called “broker non-vote” on that matter.

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Vote Required for Approval

The affirmative vote, in person or by proxy, of the holders as of the record date of a majority of the voting power of the outstanding shares of common stock of the Company is required for the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement. Abstentions and broker non-votes will have the same effect as votes against the proposal to approve the Merger Agreement and the transactions contemplated by the Merger Agreement. The holders of the Company’s common stock will be entitled to one (1) vote for each share they hold. Because the Merger must be approved by a majority of the outstanding Shares, abstentions and broker non-votes will have the same effect as votes against approval of the Merger Agreement. Accordingly, the Board of Directors of the Company urges Shareholders to either complete, date and sign the accompanying proxy and return it promptly in the enclosed, postage-paid envelope or to attend the Meeting in person.

Counting of Votes

The Company’s Assistant Secretary will tally the vote and will act as the Inspector of Elections.

Confidentiality

Proxies, ballots and voting tabulations are available for examination only by the Inspector of Elections. Individual Shareholders’ votes will not be disclosed to the Board of Directors of the Company or to management of the Company except as may be required by law.

Other Matters

The Board of Directors of the Company knows of no matters other than those referred to in this Proxy Statement that will be presented for Shareholder action at the Special Meeting. If, however, other matters are properly presented at the Special Meeting or any adjournments or postponements thereof, the Board of Directors of the Company intends that the persons named as proxy appointees will vote upon such matters as recommended by the Board of Directors of the Company or, if no recommendation is given, in accordance with their best judgment (unless the authorization to use such discretion is withheld). The grant of a proxy will also confer discretionary authority on the persons named in the proxy to vote in accordance with their best judgment on matters incidental to the conduct of the Special Meeting.

Adjournment

The persons named as proxies may propose and vote for one or more adjournments of the Special Meeting to permit further solicitation of proxies in favor of the proposal to approve the Merger Agreement; provided, however, that no proxy that is voted against the proposal to approve the Merger Agreement will be voted in favor of such adjournment. The Special Meeting may be adjourned without notice other than an announcement made at the Special Meeting. If the Special Meeting is adjourned, at any subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as such proxies would have been voted at the original convening of the Special Meeting (except for any proxies that are effectively revoked or withdrawn during the adjournment).

PROXIES

Proxy Cards

The Board of Directors of the Company is soliciting proxies by which holders of common stock of the Company can vote on the proposal regarding the Merger Agreement and the transactions contemplated in the Merger Agreement. Shares of common stock of the Company represented by a properly completed proxy card will be voted in accordance with the instructions on the proxy card. If a Shareholder does not return a signed and dated proxy card, that Shareholder’s Shares will not be voted with respect to the Merger or the transactions contemplated by the Merger Agreement (unless voted by the Shareholder at the Special Meeting) and that will have the same effect as a vote against approval of the Merger Agreement.

11

You are urged to mark the box on the proxy card to indicate how your shares are to be voted. If no instructions are given on a properly executed proxy timely received by the Company, such proxy will be voted at the Special Meeting FOR the approval of the Merger Agreement and the transactions contemplated by the Merger Agreement. If conflicting instructions are given on a proxy, such proxy will not be counted as a vote cast either for or against such approval.

Solicitation of Proxies

The cost of soliciting proxies and the material used in the solicitation of proxies will be borne by the Company. In addition to the use of mail, certain directors, certain officers and certain regular employees of the Company may solicit proxies personally by telephone, by facsimile or by other electronic means. Such directors, officers and employees will receive no compensation for their solicitation services other than their regular salaries and/or fees. The Company may engage an independent proxy solicitation firm to assist in the solicitation of proxies. The Company will bear the expenses of any such solicitation on its behalf. Brokerage houses and other custodians, nominees and fiduciaries will be requested to forward soliciting materials to the beneficial owners of common stock of the Company. The Company will reimburse brokerage houses and other nominees for their expenses in forwarding proxy material to the beneficial owners of the Shares.

How to Revoke Your Proxy

You can revoke your proxy at any time before your proxy is voted at the Special Meeting. You can do that by:

·

Attending the Special Meeting and voting in person;

·

Completing, signing and dating and mailing in a new proxy card (so long as the new proxy card is received before the Special Meeting); or

·

Delivering to the Secretary of the Company a written notice of revocation, addressed to Canterbury Consulting Group, Inc., 352 Stokes Road, Suite 200, Medford, NJ  08055.  Attn: Jean Z. Pikus, Secretary. To ensure that a revocation will be effective, the Company must receive the revocation before the Shares are voted.

The Shares represented by proxies properly signed, dated and returned will be voted at the Special Meeting as instructed by the Shareholder giving the proxy.

THE MERGER

The Merger

Subject to the terms and conditions of the Merger Agreement, as soon as practicable after the approval of the Merger Agreement by the Stockholders and the satisfaction or waiver of the conditions to the Merger, CCG will be merged with and into the Company, and the Company will be the surviving corporation under Pennsylvania law (the “Surviving Corporation”) and shall continue to be governed by the laws of the Commonwealth of Pennsylvania, and the separate corporate existence of the Company shall continue unaffected by the Merger. See “The Merger Agreement— Conditions Precedent to the Merger.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders of any shares of common or preferred stock of the Company or any shares of common or preferred stock of CCG:

·

Each share of common stock of the Company, $0.001 par value (the “Company Common Stock”), held by CCG and its affiliates (“the Remaining Shareholders”) immediately prior to the Effective Time shall continue to be issued and outstanding upon and after the Effective Time and shall represent one share of common stock of the Surviving Corporation.

12

·

Except with regard to the shares of Company Common Stock held by the Remaining Shareholders, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive $0.40 in cash consideration, without interest. See “The Merger Agreement – The Merger Consideration.” All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the Merger Consideration, without interest, upon the surrender of the certificates representing such Stockholder’s shares of Company Common Stock in accordance with the terms and conditions of the Merger Agreement.

·

Any shares of Company Common Stock that are held by the Company (or held in the Company’s treasury) shall be canceled and no payment or distribution shall be made with respect thereto.

·

Each share of common stock of CCG issued and outstanding immediately prior to the Effective Time shall be cancelled without consideration.

·

Each share of preferred stock of CCG issued and outstanding immediately prior to the Effective Time, if any, shall be converted into one share of preferred stock of the Surviving Corporation, having similar rights, privileges and preferences.

·

Each option issued under the Company’s Stock Option Plan or issued outside the Plan which is outstanding and not exercised immediately prior to the Effective Time shall expire and be canceled as of the Effective Time.

Pursuant to the terms of the Merger Agreement, after the Effective Time the Remaining Shareholders shall own one hundred percent (100.0%) of the Surviving Corporation’s common and preferred stock.  Except for the shares of Company Common Stock owned by the Remaining Shareholders, all other shares of Company Common Stock issued and outstanding prior to the Effective Time either will have been canceled or converted into the right to receive the Merger Consideration and subsequently canceled.

The Merger Consideration

Except for those shares of Company Common Stock held by the Remaining Shareholders, all other shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive $0.40 in cash consideration, without interest.

Background of the Merger

On June 23, 2004 the Nasdaq Stock Market notified Canterbury that “the bid price of the Company’s common stock had closed below the minimum requirement for continued inclusion under Marketplace Rule #4310 (c)(4), and that in accordance with Marketplace Rule #4310 (c)(8)(D), the Company must regain compliance or be delisted.  The Company will be provided 120 calendar days or until December 20, 2004 to regain compliance.”

On September 8, 2004 the Nasdaq Stock Market notified Canterbury that “for the last 30 consecutive trading days, the Company’s common stock has not maintained a minimum market value of publicly held shares of $1,000,000 as required for continued inclusion by Marketplace Rule 4310(c)(7) (the Rule).  The Company will be provided 90 calendar days, or until December 7, 2004, to regain compliance.”

On October 4, 2004 Canterbury wired $912,000 in cash to Ceridian Corporation in anticipation of a settlement of all claims.  On October 27, 2004 Canterbury withdrew all of its claims in arbitration against Ceridian.  The companies exchanged mutual releases.  The payment of these moneys significantly reduced Canterbury’s available cash to operate the Company.

On October 7, 2004 the Company reported the net loss of ($344,000) in the quarter or a loss of $(.17) per share.  For the nine months ended August 31, 2004, the Company reported a net loss of ($1,386,000) or a loss per share of ($.67).

13

On October 25, 2004, the Canterbury Board of Directors received a letter outlining the basic terms and conditions of a proposed acquisition of Canterbury Consulting Group, Inc. by CCG, a private company formed for the purpose of this acquisition and partially owned by various members of Canterbury’s management and Board of Directors including Stanton M. Pikus, Chairman of the Board of Directors of Canterbury, Kevin J. McAndrew, President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director of Canterbury, and Jean Z. Pikus, Secretary, Director and Vice President of Canterbury.

Soon thereafter, Canterbury’s Board of Directors held a meeting.  Since five of Canterbury’s existing board members were members of CCG, the board of directors determined that it would be appropriate to appoint a special committee to protect the interests of Canterbury’s shareholders – such committee to be composed of board members who were not employees of the company, were not participants in the buyout proposal and who had no financial interest in the proposed merger different from our shareholders generally. The members of the special committee are Stephen Vineberg and Paul Shapiro.  The special committee was authorized to exercise all of the powers of the board of directors with respect to the CCG acquisition offer, and to negotiate the terms of any proposed transaction, including the power to select and retain its own legal counsel and an independent financial advisor.  At this meeting the Board of Directors and special committee approved the engagement of vFinance Investments, Inc. to render an opinion to the Board of Directors of Canterbury as to whether, on the date of such opinion, the consideration in the proposed transaction whereby the Company intends to effect a privatization of the Company by merging with CCG is fair, from a financial point of view to the shareholders of the Company.

vFinance Investments, Inc. (“vFinance”) is a middle-markets Investment Banking firm focused on emerging growth companies. They are publicly traded under the symbol "VFIN". They have approximately 27 offices, most east of the Mississippi River, 220 employees, of which approximately 150 are retail brokers who manage about $1.2 billion of customer assets. They have an affiliated asset management firm, Logan Capital, which manages an additional $700 million. vFinance’s customer base is primarily High Net Worth Individuals and Corporations. They have an extensive trading operation based in Boca Raton, Florida that makes markets in approximately 1,400 different stocks.  vFinance has 16 bankers in 5 different offices, and they are pre-disposed to technology, healthcare, manufacturing, consumer goods & services and Banking & Financial Services. They have an institutional Services Group that serves their clients with independent research and efficient order execution. vFinance conducts the traditional activities of an Investment Banking firm, including capital raising for Public, and to a lesser extent, Private companies, advisory services, including buy & sell-side M&A engagements, Fairness Opinions, Valuation Opinions, and underwriting of both secondary offerings and IPO's. They also have a Private Client Group to serve the needs of their Corporate Client executives via 144 sales and collars of holdings.  You may access their website www.vfinance.com for additional information.

14

The following Nasdaq reports reflects information the special committee and Board of Directors reviewed before deciding on the transaction:

Historical Bids

NASDAQ Online SM

4:00 p.m. Closing Bid Prices from October 1 to October 31, 2004:  one month period prior to the announcement of the proposal to go private at $0.40 per share in cash.  The average 4:00 p.m. closing bid price was $0.37 for that time period.

Date	Price
10/1/2004	$0.47
10/4/2004	$0.43
10/5/2004	$0.45
10/6/2004	$0.44
10/7/2004	$0.36
10/8/2004	$0.36
10/11/2004	$0.35
10/12/2004	$0.36
10/13/2004	$0.36
10/14/2004	$0.36
10/15/2004	$0.36
10/18/2004	$0.36
10/19/2004	$0.35
10/20/2004	$0.36
10/21/2004	$0.35
10/22/2004	$0.35
10/25/2004	$0.35
10/26/2004	$0.35
10/27/2004	$0.35
10/28/2004	$0.33
10/29/2004	$0.36
Average	$0.37

15

Historical Bids

NASDAQ Online SM

4:00 p.m. Closing Bid Price from November 1, 2004 to November 18, 2004: period after Canterbury announced  the proposal to go private at $0.40 per share in cash.   The average 4:00 p.m. closing bid price was $0.41 for this time period.

Date	Price
11/1/2004	$0.36
11/2/2004	$0.39
11/3/2004	$0.34
11/4/2004	$0.42
11/5/2004	$0.40
11/8/2004	$0.41
11/9/2004	$0.52
11/10/2004	$0.45
11/11/2004	$0.43
11/12/2004	$0.41
11/15/2004	$0.42
11/16/2004	$0.39
11/17/2004	$0.39
11/18/2004	$0.39
Average	$0.41

 Historical Bids

Spread between bid and ask shows an average percentage spread of 21.13% for the 60 day period prior to the announcement of the proposal to go private at $0.40 per share in cash.

Date	4:00 p.m. Close Bid	4:00 p.m. Close Ask	Difference	Percentage
08/25/04	$0.54	$0.64	$0.10	18.52%
08/26/04	$0.55	$0.66	$0.11	20.00%
08/27/04	$0.54	$0.66	$0.12	22.22%
08/30/04	$0.54	$0.63	$0.09	16.67%
08/31/04	$0.54	$0.63	$0.09	16.67%
09/01/04	$0.50	$0.59	$0.09	18.00%
09/02/04	$0.53	$0.64	$0.11	20.75%
09/03/04	$0.51	$0.63	$0.12	23.53%
09/07/04	$0.56	$0.63	$0.07	12.50%
09/08/04	$0.52	$0.63	$0.11	21.15%
09/09/04	$0.51	$0.62	$0.11	21.57%
09/10/04	$0.50	$0.66	$0.16	32.00%
09/13/04	$0.49	$0.55	$0.06	12.24%
09/14/04	$0.52	$0.55	$0.03	5.77%

 Continued -–

16

Continued from previous table –

Date	4:00 p.m. Close Bid	4:00 p.m. Close Ask	Difference	Percentage
09/15/04	$0.51	$0.54	$0.03	5.88%
09/16/04	$0.51	$0.55	$0.04	7.84%
09/17/04	$0.51	$0.53	$0.02	3.92%
09/20/04	$0.51	$0.54	$0.03	5.88%
09/21/04	$0.50	$0.54	$0.04	8.00%
09/22/04	$0.49	$0.54	$0.05	10.20%
09/23/04	$0.47	$0.66	$0.19	40.43%
09/24/04	$0.47	$0.59	$0.12	25.53%
09/27/04	$0.49	$0.59	$0.10	20.41%
09/28/04	$0.49	$0.59	$0.10	20.41%
09/29/04	$0.49	$0.59	$0.10	20.41%
09/30/04	$0.47	$0.53	$0.06	12.77%
10/01/04	$0.47	$0.54	$0.07	14.89%
10/04/04	$0.43	$0.54	$0.11	25.58%
10/05/04	$0.45	$0.54	$0.09	20.00%
10/06/04	$0.44	$0.49	$0.05	11.36%
10/07/04	$0.36	$0.49	$0.13	36.11%
10/08/04	$0.36	$0.45	$0.09	25.00%
10/11/04	$0.35	$0.47	$0.12	34.29%
10/12/04	$0.36	$0.46	$0.10	27.78%
10/13/04	$0.36	$0.47	$0.11	30.56%
10/14/04	$0.36	$0.46	$0.10	27.78%
10/15/04	$0.36	$0.45	$0.09	25.00%
10/18/04	$0.36	$0.47	$0.11	30.56%
10/19/04	$0.35	$0.45	$0.10	28.57%
10/20/04	$0.36	$0.47	$0.11	30.56%
10/21/04	$0.35	$0.47	$0.12	34.29%
10/22/04	$0.35	$0.46	$0.11	31.43%
10/25/04	$0.35	$0.46	$0.11	31.43%
Average	$0.46	$0.55	$0.09	21.13%

NASDAQ Online SM

Trading volume for the period August 25,2004 to October 25,2004.  60 day period prior to the announcement of the proposal to go private at $0.40 per share in cash.

Date	Total Trades	Total Volume	Block Trades	Block Volume	Non-Block Trades	Non-Block Volume
08/25/04	3	685	0	0	3	685
08/26/04	0	0	0	0	0	0
08/27/04	7	3,470	0	0	7	3,470
08/30/04	0	0	0	0	0	0
08/31/04	2	200	0	0	2	200
09/01/04	6	5,250	0	0	6	5,250
09/02/04	8	13,503	0	0	8	13,503
09/03/04	4	2,400	0	0	4	2,400
09/07/04	4	855	0	0	4	855
09/08/04	1	1,000	0	0	1	1,000

Continued -

17

Continued -–Continued from previous table -

Date	Total Trades	Total Volume	Block Trades	Block Volume	Non-Block Trades	Non-Block Volume
09/09/04	0	0	0	0	0	0
09/10/04	1	100	0	0	1	100
09/13/04	14	5,718	0	0	14	5,718
09/14/04	3	1,200	0	0	3	1,200
09/15/04	10	3,849	0	0	10	3,849
09/16/04	2	600	0	0	2	600
09/17/04	3	1,410	0	0	3	1,410
09/20/04	2	400	0	0	2	400
09/21/04	1	128	0	0	1	128
09/22/04	4	3,172	0	0	4	3,172
09/23/04	2	4,000	0	0	2	4,000
09/24/04	1	109	0	0	1	109
09/27/04	1	150	0	0	1	150
09/28/04	0	0	0	0	0	0
09/29/04	3	1,000	0	0	3	1,000
09/30/04	0	0	0	0	0	0
10/01/04	0	0	0	0	0	0
10/04/04	13	2,709	0	0	13	2,709
10/05/04	4	1,504	0	0	4	1,504
10/06/04	12	4,900	0	0	12	4,900
10/07/04	5	500	0	0	5	500
10/08/04	7	1,770	0	0	7	1,770
10/11/04	2	1,000	0	0	2	1,000
10/12/04	4	800	0	0	4	800
10/13/04	1	100	0	0	1	100
10/14/04	1	428	0	0	1	428
10/15/04	5	2,512	0	0	5	2,512
10/18/04	2	3,585	0	0	2	3,585
10/19/04	3	829	0	0	3	829
10/20/04	1	150	0	0	1	150
10/21/04	0	0	0	0	0	0
10/22/04	2	284	0	0	2	284
10/25/04	8	3,525	0	0	8	3,525
Average	3.5	1716	0	0	3.5	1716

18

Nasdaq letter dated June 23, 2004 and corresponding press release dated June 28, 2004

352 Stokes Road, Suite 200

Medford, New Jersey  08055

(609) 953-0044 * FAX (609) 953-0062

FOR IMMEDIATE RELEASE

CANTERBURY NOTIFIED BY NASDAQ OF POSSIBLE DELISTING

Medford, NJ – June 28, 2004

Canterbury Consulting Group, Inc. (NASDAQ:CITI) reported today that on June 23, 2004 the Nasdaq Stock Market notified Canterbury that the bid price of the Company’s common stock had closed below the minimum requirement for continued inclusion under Marketplace Rule #4310 (c)(4), and that in accordance with Marketplace Rule #4310 (c)(8)(D), the Company must regain compliance or be delisted.  The letter related to a bid price deficiency, and no other issues were identified.

Canterbury has filed a Form 8-K with the Securities and Exchange Commission relating to this event and has attached the June 23, 2004 letter from Nasdaq which delineates all of the details relating to Nasdaq’s decision.  This filing may be accessed in its entirety on the internet at www.sec.gov or by contacting the Company.

This press release contains forward-looking statements. The Company's performance and financial results could differ materially from those reflected in the forward-looking statements due to general financial, economic, regulatory and political conditions or additional factors unknown to the Company at this time, as well as more specific risks and uncertainties such as those set forth in documents filed by the Company with the SEC (including its Annual Report on Form 10-K for the year ended November 30, 2003 and its most recent reports on Form 8-K and Form 10-Q, copies of which are available upon request or over the Internet at www.sec.gov). Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, current or prospective investors are cautioned not to place undue reliance on any such forward-looking statements. Furthermore, the Company has no intent, and disclaims any obligation, to update any such factors or forward-looking statements to reflect future events or developments.

Darcy Teibel, Investor Relations

Canterbury Consulting Group, Inc.

609-953-0044

_____________________________________________________________________________________________

NASDAQ

THE NASDAQ STOCK MARKET

9600 BLACKWELL ROAD, SUITE 300

ROCKVILLE, MD  20950

By Facsimile and First Class Mail

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

June 23, 2004

Mr. Kevin J. McAndrew

Chief Financial Officer

Canterbury Consulting Group, Inc.

352 Stokes Road, Suite 200

Medford, NJ  08055

RE:     Canterbury Consulting Group, Inc. (the "Company")

           Nasdaq Symbol: CITI

Dear Mr. McAndrew:

For the last 30 consecutive business days, the bid price of the Company's common stock has closed below the minimum $1.00 per share requirement for continued inclusion under Marketplace Rule 4310(c)(4) (the "Rule").  Therefore, in accordance with Marketplace Rule 4310(c)(8)(D), the Company will be provided 180 calendar days, or until December 20, 2004, to regain compliance.[1]  If, at anytime before December 20, 2004, the bid price of the Company's common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Staff will provide written notification that it complies with the Rule.[2]

If compliance with this Rule cannot be demonstrated by December 20, 2004, Staff will determine whether the Company meets The Nasdaq SmallCap Market initial listing criteria as set forth in Marketplace Rule 4310(c), except for the bid price requirement.  If it meets the initial listing criteria, Staff will notify the Company that it has been granted an additional 180 calendar day compliance period.  Thereafter, if the Company has not regained compliance within the second 180 day compliance period, but satisfies the initial inclusion criteria, it may be afforded an additional compliance period, up to its next shareholder meeting, provided the Company commits: (1) to seek shareholder approval for a reverse stock split at or before its next shareholder meeting and (2) to promptly thereafter effect the reverse stock split.[3]  The shareholder meeting to seek such approval must occur no later than two years from the date of this letter.  If the Company does not regain compliance with the Rule and is not eligible for an additional compliance period, Staff will provide written notification that the Company's securities will be delisted.  At that time, the Company may appeal Staff's determination to delist its securities to a Listing Qualifications Panel.

Sincerely,

/s/Tom Choe

Tom Choe

Senior Analyst

Nasdaq Listing Qualifications

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

[1] The 180 day period relates exclusively to the bid price deficiency.  The Company may be delisted during the 180 day period for failure to maintain compliance with any other listing requirement for which it is currently on notice or which occurs during this period.

20

[2] Marketplace Rule 4310(c)(8)(E) states that, "Nasdaq may, in its discretion, require an issuer to maintain a bid price of at least $1.00 per share for a period in excess of ten consecutive business days, but generally no more than 20 consecutive business days, before determining that the issuer has demonstrated an ability to maintain long-term compliance.  In determining whether to monitor bid price beyond ten business days, Nasdaq will consider the following four factors: (i) margin of compliance (the amount by which the price is above the $1.00 minimum standard); (ii) trading volume (a lack of trading volume may indicate a lack of bona fide market interest in the security at the posted bid price); (iii) the market maker montage (the number of market makers quoting at or above $1.00 and the size of their quotes); and, (iv) the trend of the stock price (is it up or down)."

[3] Nasdaq would generally expect the reverse stock split to be effected as soon as practical given regulatory notification requirements.  In that regard, Nasdaq requires the filing of the Notification Form:  Listing of Additional Shares 10 calendar days prior to the record date for a reverse stock split.  This notification should be filed prior to the shareholder meeting so as to expedite the completion of the reverse stock split.  The notification form can be found at http://www.nasdaq.com/about/listing_information.stm.

21

_______________________________________________________________________________________

Nasdaq Letter dated September 8, 2004 and corresponding press release dated September 13, 2004.

352 Stokes Road, Suite 200

Medford, New Jersey  08055

(609) 953-0044 * FAX (609) 953-0062

FOR IMMEDIATE RELEASE

CANTERBURY RECEIVES NOTICE OF POTENTIAL DELISTING

Medford, NJ – September 13, 2004

Canterbury Consulting Group, Inc. (NASDAQ:CITI) reported today that on September 8, 2004 the Nasdaq Stock Market notified Canterbury that “For the last 30 consecutive trading days, the Company’s common stock has not maintained a minimum market value of publicly held shares of $1,000,000 as required for continued inclusion by Marketplace Rule 4310(c)(7) (the Rule).”  “The Company will be provided 90 calendar days, or until December 7, 2004, to regain compliance.”  To regain compliance the Company’s common stock held by the public must have a market value of $1,000,000 or more for a minimum of 10 consecutive trading days.  “If compliance with this Rule cannot be demonstrated by December 7, 2004, [Nasdaq] Staff will provide written notification that the Company’s securities will be delisted.”  

Canterbury has filed a Form 8-K with the Securities and Exchange Commission relating to this event and has attached as an exhibit the September 8, 2004 letter from Nasdaq which delineates the details relating to Nasdaq’s decision.  This filing may be accessed in its entirety on the internet at www.sec.gov or by contacting the Company.

On June 23, 2004 Canterbury received a separate notification from Nasdaq that the Company’s common stock had closed below the minimum bid price requirement for continued inclusion under Marketplace Rule 4310(c)(4), and that, in accordance with Marketplace Rule 4310(c)(8)(D), the Company must regain compliance by December 20, 2004 or be delisted.  The letter related to a bid price deficiency, and no other issues were identified at that time.  Canterbury filed a Form 8-K with the Securities and Exchange Commission relating to this event and attached as an exhibit the June 23, 2004 letter from Nasdaq which delineated the details relating to Nasdaq’s decision on this separate matter.  This filing may also be accessed in its entirety on the internet at www.sec.gov or by contacting the Company.

Darcy Teibel, Investor Relations

Canterbury Consulting Group, Inc.

609-953-0044

_____________________________________________________________________________________________

NASDAQ(R)

THE NASDAQ STOCK MARKET

9600 BLACKWELL ROAD, SUITE 300

ROCKVILLE, MD  20850

By Facsimile and First Class Mail

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

September 8, 2004

Mr. Kevin J. McAndrew

Chief Financial Officer

Canterbury Consulting Group, Inc.

352 Stokes Road, Suite 200

Medford, NJ  08055

RE:     Canterbury Consulting Group, Inc. (the "Company")

        Nasdaq Symbol: CITI

Dear Mr. McAndrew:

For the last 30 consecutive trading days, the Company’s common stock has not maintained a minimum market value of publicly held shares (“MVPHS”) of $1,000,000 as required for continued inclusion by Marketplace Rule 4310(c)(7) (the “Rule”).  Therefore, in accordance with Marketplace Rule 4310(c)(8)(B), the Company will be provided 90 calendar days, or until December 7, 2004, to regain compliance.[1]  If, at anytime before December 7, 2004, the MVPHS of the Company’s common stock is $1,000,000 or more for a minimum of 10 consecutive trading days, Staff will provide written notification that the Company complies with the Rule.[2]  If compliance with this Rule cannot be demonstrated by December 7, 2004, Staff will provide written notification that the Company’s securities will be delisted.  At that time, the Company may appeal Staff's determination to a Listing Qualifications Panel.

Please note that Item 3.01 of Form 8-K requires disclosure of the receipt of this notification letter within four business days.[3]  Accordingly, the Company should consult with counsel regarding disclosure obligations surrounding this letter under the federal securities laws.

If you have any questions, please do not hesitate to contact me at (301) 978-8027.

Sincerely,

/s/Tom Choe

Tom Choe

Senior Analyst

Nasdaq Listing Qualifications

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[1] The 90 day period relates exclusively to the MVPHS deficiency.  The Company may be delisted during the 90 day period for failure to maintain compliance with any other listing requirement for which it is currently on notice or which occurs during this period.

[2] Under certain circumstances, to ensure that the Company can sustain long-term compliance, Staff may require that the MVPHS equals $1,000,000 or greater for more than 10 consecutive trading days before determining that the Company complies.

[3] See, SEC Release No. 34-49424.

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___________________________________________________________________________________________

Analysis of Revenue, net income and earnings (loss)  per share on a quarterly basis for the last two years and nine months

	Revenues	Net income (loss)	Earnings (loss) per share
2002
First Quarter	$6,425,112	$75,231	$0.04
Second Quarter	$9,384,925	$355,705	$0.20
Third Quarter	$8,649,426	($486,055)	($0.28)
Fourth Quarter	$5,573,184	($1,962,732)	($1.12)
Totals	$30,032,647	($2,017,851)	($1.16)
2003
First Quarter	$4,517,682	($1,002,019)	($0.58)
Second Quarter	$5,296,470	$40,455	$0.02
Third Quarter	$8,242,226	($195,505)	($0.11)
Fourth Quarter	$4,327,916	($2,897,925)	($1.49)
Totals	$22,384,294	($4,054,994)	($2.16)
2004 (nine months unaudited)
First Quarter	$2,635,152	($733,393)	($0.35)
Second Quarter	$3,388,559	($308,594)	($0.15)
Third Quarter	$9,136,912	($343,739)	($0.17)
Totals	$15,160,623	($1,385,726)	($0.67)

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Recommendation of the Board of Directors of the Company

In its meeting on November 16, 2004, the special committee and the Board of Directors of the Company unanimously (i) adopted and approved the Merger Agreement and the transactions contemplated thereby, including the Merger and (ii) recommended that the Shareholders vote to approve the Merger Agreement.

In reaching its determination that the Merger Agreement and the transactions contemplated thereby are in the best interests of the Shareholders and recommending that the Shareholders vote to approve the Merger Agreement, the special committee and the Board of Directors of the Company considered the following material factors:

Market Price Considerations. The Board of Directors of the Company considered current information with respect to the Shares, including financial market conditions and historical market prices, volatility and the recent trading activity of the Shares, based upon a dearth of market makers, low trading volume, a high percentage spread between bid and ask, average bid prices and that the merger consideration to be received by the Shareholders in the Merger represented a significant premium over the market price of the Company Common Stock before the Merger announcement.

Potential Delisting from Nasdaq. The Company has been put on notice by Nasdaq that its shares could be delisted for two separate causes in December 2004 – See Section “The Merger”.  If this occurs the ability of the Company’s shareholders to receive fair value for their shares could be significantly curtailed.

Market Information Regarding Publicly Held Shares. The Board of Directors of the Company considered historical market prices and trading information with respect to the Shares and a comparison of these market prices and trading information with those of selected publicly held companies operating in industries similar to that of the Company and the sales, earnings and price to earnings multiples at which the Shares and the securities of these other companies trade.

Opinion of vFinance Investments, Inc. that the Price is Fair. The Board of Directors of the Company and the special committee considered the financial advice of vFinance and its opinion to the effect that, as of the date of such opinion and based upon and subject to the assumptions, factors and limitations set forth therein, the consideration to be received by holders of Company Common Stock in the Merger was fair, from a financial point of view, to such holders. This opinion was expressed after reviewing with the special committee of the Board of Directors of the Company various financial criteria used in assessing the transaction and was based on various assumptions and subject to various limitations.

The Special Committee and Company’s Board of Directors’ Evaluation of the Merger Consideration. The special committee and the  Board of Directors of the Company considered its belief that the merger consideration, under all the relevant circumstances, reflects the fair value of the Shares, based on the special committee’s and the Board of Directors’ familiarity with the Company’s business, financial condition, results of operations, business strategy, and future prospects, as well as the nature of the markets in which the Company operates and the quality of its management team. In addition, the special committee and Board considered that the merger consideration was payable in cash and not in a non-liquid or risky security.

Alternative Transactions. The Board of Directors considered that the Merger Agreement under certain circumstances permits the Company to engage in negotiations with, or to furnish information to, third parties proposing an alternative transaction, as well as the possible effects of the provisions regarding termination fees and payment of CCG’s expenses, allowing the Board of Directors to exercise its fiduciary duties under Pennsylvania law.

No Unusual Conditions to the Original Offer and the Merger. The Board of Directors considered the likelihood that the Merger would be consummated, assuming it is approved by the Shareholders. In this regard it took into consideration that there are no unusual requirements or conditions to the Merger or representations or warranties made by the Company in the Merger Agreement, and the fact that CCG has available financial resources to consummate the Merger expeditiously thereby minimizing execution risks.

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Immediate Liquidity. The Board of Directors considered the fact that historically there has been relatively low trading volume of the publicly held Shares and that approving the Merger Agreement would result in prompt and complete liquidity for the Shareholders.

No Participation in Future Growth. The Board of Directors considered that Shareholders who will receive in the Merger, without interest, an amount equal to $0.40 per Share in cash (subject to adjustment as set forth in this Proxy Statement), will be precluded from having the opportunity to participate in the future growth prospects of the Company. However, the Board of Directors noted that upon consummation of the Merger, Shareholders will not be exposed to the possibility of future declines in the price at which the Shares trade.

The description set forth above of the factors considered by the special committee and the Board of Directors is not intended to be exhaustive, but summarizes the material factors considered. The members of the special committee and Board of Directors evaluated the Merger in light of their knowledge of the business, financial condition and prospects of the Company, and based upon the advice of their legal counsel and their financial advisors. In light of the number and variety of factors that the special committee and the Board of Directors considered in connection with its evaluation of the Merger, the Board of Directors found it impracticable to assign relative or specific weights to the foregoing factors, and, accordingly, the Board of Directors did not do so. Each member of the Board of Directors may have given differing weights to different factors and may have viewed certain factors more positively or negatively than the other members. Throughout its deliberations, the special committee and Board of Directors received the advice of vFinance Investments, Inc., its financial advisor, and Williams Mullen, Canterbury’s legal counsel.

Opinion of the Company’s Financial Advisor

The following is a summary of vFinance Investments, Inc. fairness opinion and the methodology that vFinance used to render its opinion. The full text of the opinion sets forth the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken, by vFinance and is attached as Annex B to this Proxy Statement and incorporated in this Proxy Statement by reference. We encourage you to read carefully the vFinance opinion in its entirety.

Under the terms of an engagement letter, dated October 15, 2004, the Company retained vFinance Investments, Inc. to provide financial advisory services and a financial fairness opinion to the Board in connection with a possible business combination transaction involving the Company. At the meeting of the Board held on November 16, 2004, vFinance delivered its opinion to the effect that, as of the date of the opinion and based upon and subject to the assumptions made, matters considered and limits on the review undertaken by vFinance, the consideration to be received by holders of Company Common Stock in the Merger was fair, from a financial point of view, to such holders. The opinion was confirmed by delivery of a written opinion dated November 8, 2004.

Regulatory Matters Relating to the Merger

The Company is not aware of any federal or state regulatory requirements that must be complied with or approval that must be obtained in connection with the Merger other than the filing with the Securities and Exchange Commission of this Proxy Statement, compliance with applicable federal securities laws and regulations and the filing of the Articles of Merger with the Pennsylvania Secretary of State.

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Dissenters’ Rights

Subject to the exceptions stated below, holders of Canterbury Common Stock who comply with the applicable procedures summarized below may be entitled to dissenters’ rights under Subchapter D of Chapter 15 under Pennsylvania Business Corporation Law.  Voting against, abstaining from voting or failing to vote on approval and adoption of the proposed merger will not constitute a demand for appraisal within the meaning of Subchapter D.  

Canterbury stockholders electing to exercise dissenters’ rights under Subchapter D must not vote for approval of the proposed merger.  A vote by a stockholder against the proposed merger is not required to exercise dissenters’ rights.  However, if a stockholder returns a signed proxy but does not specify a vote against the proposed merger or a direction to abstain, the proxy, if not revoked prior to the Meeting, will be voted for approval of the proposed merger, which will have the effect of waiving that stockholder’s dissenters’ rights.

Canterbury stockholders who follow the procedures of Subchapter D will be entitled to apply to Canterbury in order to attempt to receive from Canterbury the Company’s estimate of the fair value of their shares, immediately before the completion of the merger.  Fair value takes into account all relevant factors but excludes any appreciation or depreciation in anticipation of the merger.  Canterbury stockholders who elect to exercise their dissenters’ rights must comply with all of the procedures to preserve those rights.

Generally, if you chose to assert your dissenters’ rights, you must dissent as to all of the shares you own.  Pennsylvania law distinguishes between record holders and beneficial owners.  You may assert dissenters’ rights as to fewer than all the shares registered in your name only if you are not the beneficial owner of the shares with respect to which you do not exercise dissenters’ rights.  In addition, a record holder may assert dissenters’ rights on behalf of the beneficial owner.

Additional information with respect to the procedures for dissenters’ rights is set forth in Annex __ to this proxy statement.  Any Canterbury stockholder who desires to exercise his or her dissenters’ rights should review carefully this information and is urged to consult a legal advisor before electing or attempting to exercise their rights.

Surrender of Certificates

CCG has designated American Stock Transfer & Trust Company (the “Exchange Agent”) to act as exchange agent for holders of the Shares in connection with the Merger. Immediately prior to the Effective Time, CCG shall make available to the Exchange Agent cash in a mutually agreed upon amount and promptly after the Effective Time, shall make the balance of cash necessary for the payment of the Merger Consideration available to the Exchange Agent.

Promptly after the Effective Time of the Merger, but in no event more than three (3) business days thereafter, CCG will cause the Exchange Agent to mail to each holder of record of a certificate or certificates that immediately prior to the effective time of the Merger represented outstanding Shares (the “Company Certificates”), which Shares were converted in the Merger into the right to receive the Merger Consideration (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Company Certificates will pass, only upon delivery of the Company Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for payment of the Merger Consideration, without any interest thereon. Upon surrender of a Company Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall reasonably require, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (subject to applicable withholding taxes) for each Share formerly represented by such Company Certificate, to be mailed within ten (10) business days of receipt of such Certificate and letter of transmittal, and the Company Certificate so surrendered will be canceled.

YOU SHOULD NOT RETURN YOUR STOCK CERTIFICATES WITH THE ENCLOSED PROXY AND SHOULD NOT FORWARD THEM UNTIL YOU RECEIVE A LETTER OF TRANSMITTAL FROM THE

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EXCHANGE AGENT. Shareholders who hold Shares in “street name” through a bank or broker should know that their bank or broker is responsible for ensuring that the Company Certificate or Certificates representing the Shares are properly surrendered and that the appropriate amount of cash is forwarded to the Shareholder. Shareholders should consult their banks or brokers to determine whether any fees will apply.

Promptly following the date which is six (6) months after the Effective Time of the Merger, the Exchange Agent shall deliver to CCG all cash and any documents in its possession relating to the Merger and the Exchange Agent’s duties shall terminate. Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Corporation or CCG and, subject to applicable abandoned property, escheat and similar laws, receive the Merger Consideration, without interest, in exchange therefor.

In the event any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Shareholder claiming such Company Certificate to be lost, stolen or destroyed and, if requested by the Board of Directors of the Surviving Corporation, the delivery of a bond (in such amount as the Board of Directors of the Surviving Corporation may reasonably request) as indemnity against any claim that may be made against the Surviving Corporation with respect to the Company Certificate alleged to have been lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with the applicable provisions of the Merger Agreement.

At and after the Effective Time of the Merger and prior to the surrender of the Company’s Certificates to the Exchange Agent in exchange for the Merger Consideration, Shareholders will cease to have any rights with respect to the Shares, except the right to receive the Merger Consideration. At the Effective Time of the Merger, the stock transfer books of the Company will be closed and no transfer of Shares of Company Common Stock which were outstanding immediately prior to the Effective Time shall thereafter be made.

Operations after the Merger

Upon consummation of the Merger, the Articles of Incorporation of Canterbury Consulting Group, Inc. shall be the Articles of Incorporation of the Surviving Corporation and the Bylaws of Canterbury Consulting Group, Inc. shall be the Bylaws of the Surviving Corporation. At the Effective Time of the Merger, the members of the Board of Directors of Canterbury Consulting Group, Inc. shall resign and the Board of Directors of CCG shall become the members of the Board of Directors of the Surviving Corporation and the current officers of the Company shall become the officers of the Surviving Corporation. All agreements, arrangements or understandings with management of the Company regarding any contracts with Canterbury Consulting Group, Inc. shall continue in the ownership of the Surviving Corporation.

The Company’s Common Stock is currently listed on the Nasdaq® SmallCap Market. As a result of the Merger, the Company’s Common Stock will no longer meet the quantitative requirements for continued listing on the Nasdaq® SmallCap Market and the Company’s Common Stock will become eligible for deregistration under the Exchange Act. As a result, the Company Common Stock will no longer be quoted on the Nasdaq® SmallCap Market. Upon deregistration of the Company Common Stock, the Company will no longer be legally required to file periodic reports with the Securities and Exchange Commission (the “Commission”) under the Exchange Act, and will no longer be required to comply with the proxy rules of Regulation 14A under Section 14 of the Exchange Act. In addition, the Company’s officers, directors and Shareholders who beneficially own 10% or more of the Company Common Stock will be relieved of the reporting requirements and restrictions on “short-swing” trading contained in Section 16 of the Exchange Act with respect to the Company Common Stock.

Upon consummation of the Merger, the Company will become a privately held corporation and there will be no public market for the Company’s Common Stock. Accordingly, after the consummation of the Merger, the Shareholders not affiliated with CCG will not have the opportunity to participate in the earnings and growth of the Company and will not have any right to vote on corporate matters. In addition, the Shareholders will not be entitled to share in any premium which might be payable by an unrelated third-party acquiror of all of the shares of the Company Common Stock in a sale transaction, if any, occurring after the consummation of the Merger. No such transactions are contemplated at this time. However, after the consummation of the Merger, such Shareholders will not face the risk of losses generated by the Company’s operations or any decrease in the value of the Company.

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THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger Agreement, which is attached as Appendix A to this proxy statement. This summary is not a complete description and is qualified in its entirety by reference to the Merger Agreement. Capitalized terms not otherwise described in the following shall have the meanings set forth in the merger agreement.

Approval

The Board of Directors of the Company unanimously approved the Merger Agreement and the Merger and a representation to that effect is included in the Merger Agreement.

The Merger

Subject to the terms and conditions of the Merger Agreement, as soon as practicable after the approval of the Merger Agreement by the Stockholders and the satisfaction or waiver of the conditions to the Merger, CCG will be merged with and into the Company, and the Company will be the surviving corporation under Pennsylvania law (the “Surviving Corporation”) and shall continue to be governed by the laws of the Commonwealth of Pennsylvania, and the separate corporate existence of the Company shall continue unaffected by the Merger. See “The Merger Agreement— Conditions Precedent to the Merger.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders of any shares of common or preferred stock of the Company or any shares of common or preferred stock of CCG:

·

Each share of common stock of the Company, $0.001 par value (the “Company Common Stock”), held by the CCG and its affiliates (the “Remaining Shareholders”) immediately prior to the Effective Time shall continue to be issued and outstanding upon and after the Effective Time and shall represent one share of common stock of the Surviving Corporation.

·

Except with regard to the shares of Company Common Stock held by the Remaining Shareholders, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive $0.40 in cash consideration, without interest. See “The Merger Agreement – The Merger Consideration.” All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the Merger Consideration, without interest, upon the surrender of the certificates representing such Stockholder’s shares of Company Common Stock in accordance with the terms and conditions of the Merger Agreement.

·

Any shares of Company Common Stock that are held by the Company (or held in the Company’s treasury) shall be canceled and no payment or distribution shall be made with respect thereto.

·

Each share of common stock of CCG issued and outstanding immediately prior to the Effective Time shall be cancelled without consideration.

·

Each share of preferred stock of CCG issued and outstanding immediately prior to the Effective Time, if any, shall be converted into one share of preferred stock of the Surviving Corporation, having similar rights, privileges and preferences.

·

Each option issued under the Company’s Stock Option Plan or issued outside the Planwhich is outstanding and not exercised immediately prior to the Effective Time shall expire and be canceled as of the Effective Time.

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Pursuant to the terms of the Merger Agreement, after the Effective Time the Remaining Shareholders shall own one hundred percent (100.0%) of the Surviving Corporation’s common and preferred stock.  Except for the shares of Company Common Stock owned by the Remaining Shareholders, all other shares of Company Common Stock issued and outstanding prior to the Effective Time either will have been canceled or converted into the right to receive the Merger Consideration and subsequently canceled.

The Merger Consideration

Except for those shares of Company Common Stock held by the Remaining Shareholders, all other shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive $0.40 in cash consideration, without interest.

Representations and Warranties

Pursuant to the Merger Agreement, the Company has made representations and warranties to CCG, including representations relating to its: due organization; corporate governance documents; capitalization; subsidiaries; authority, non-contravention and approvals; financial statements; absence of undisclosed liabilities; title to assets and properties; legal proceedings; governmental authorizations and compliance with legal requirements; tax matters; books of account; and anti-takeover statutes.

Certain of the Company’s representations and warranties are qualified as to “materiality” or having a “Material Adverse Effect” on the Company. When used in connection with the Company, the term “Material Adverse Effect” means an event, change, or occurrence which, individually or together with any other event, change or occurrence, (i) has or is reasonably likely to have a material adverse effect on the financial condition, results of operations, business, prospects or shareholders equity of the Company, (ii) materially impairs the ability of Company to perform its obligations under the Merger Agreement or to consummate the Merger and the other transactions contemplated by the Merger Agreement, or (iii) involves the Company and would be materially adverse to the interests of CCG; provided that “Material Adverse Effect” shall not be deemed to include the impact of certain events expressly identified in the Merger Agreement.

Pursuant to the Merger Agreement, CCG has made representations and warranties to the Company, including representations relating to its: due organization; authority, capitalization, legal proceedings, and non-contravention and approvals.

The representations and warranties made by each of the parties in the Merger Agreement shall terminate at the completion of the Merger.

Covenants of the Company

Pursuant to the Merger Agreement, the Company has agreed to comply with various covenants.  Such as:

Access and Investigation. The Merger Agreement requires that through the Effective Time, the Company will provide CCG and its representatives with reasonable access to the Company’s representatives, personnel, customers and vendors and assets and to all existing books, records, tax returns, work papers and other documents and information relating to the Company.

Operation of the Business. The Merger Agreement requires that until the completion of the Merger, the Company will operate its business as follows (except as expressly contemplated or permitted by the Merger Agreement, or to the extent that CCG otherwise consents in writing):

·

The Company shall conduct its business only in the ordinary course consistent with past practices.

·

The Company shall preserve intact its present business organization, employees, goodwill with customers and advantageous business relationships and retain the services of its officers and key employees, and the Company shall not:

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·

change, delete or add any provision of or to its Articles of Incorporation or Bylaws;

·

change the number of shares of the authorized, issued or outstanding capital stock of the Company, including any issuance, purchase, redemption, split, combination or reclassification thereof, or issue or grant any option, warrant, call, commitment, subscription, right or agreement to purchase relating to the authorized or issued capital stock of the Company, declare, or set aside or pay any dividend or other distribution with respect to the outstanding capital stock of the Company;

·

incur any material liabilities or material obligations, whether directly or by way of guaranty, including any obligation for borrowed money, or whether evidenced by any note, bond, debenture, or similar instrument, except in the ordinary course of business consistent with past practice;

·

make any capital expenditures individually in excess of $10,000, other than pursuant to binding commitments entered into in the ordinary course of business;

·

sell, transfer, convey or otherwise dispose of any real property or interest therein having a book value in excess of or in exchange for consideration in excess of $25,000;

·

pay any bonuses to any executive officer except pursuant to the terms of an enforceable written employment agreement; enter into any new, or amend in any respect any existing, employment, consulting, non-competition or independent contractor agreement with any person; alter the terms of any existing incentive bonus or commission plan; adopt any new or amend in any material respect any existing employee benefit plan, except as may be required by law; grant any general increase in compensation to its employees as a class or to its officers except for non-executive officers in the ordinary course of business and consistent with past practices and policies or except in accordance with the terms of an enforceable written agreement; grant any material increase in fees or other increase in compensation or in other benefits to any of its directors; or effect any change in any material respect in retirement benefits to any class of employees or officers, except as required by law;

·

enter into or extend any agreement, lease or license relating to real property or personal property, relating to the Company;

·

acquire the assets or equity securities of any Person or acquire direct or indirect control of any person;

·

take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in the Merger Agreement not being satisfied;

·

commence any cause of action or proceeding other than in accordance with past practice or settle any action, claim, arbitration, complaint, criminal prosecution, demand letter, governmental or other examination or investigation, hearing, inquiry or other proceeding against the Company for material money damages or restrictions upon any of their operations;

Acquisition Transactions. The Merger Agreement requires that, prior to the closing of the Merger, the Company and its representatives shall not directly or indirectly initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “takeover proposal” (as defined below) by any other party. The Merger Agreement also provides that, except to the extent the Company’s Board of Directors has been advised in writing by counsel that the failure to do so could be a breach of its fiduciary duties, none of the Company or its representatives shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any takeover proposal, and shall direct and use its reasonable efforts to cause its representatives not to engage in any of the foregoing.  Notwithstanding the foregoing limitations, the Company may communicate information about such a takeover proposal to its shareholders if and to the extent it is required to do so in order to comply with its legal obligations as advised in writing by counsel. The Merger Agreement provides that the Company shall promptly notify CCG in the event that it receives any inquiry or proposal relating to any such transaction.  As used in the Merger Agreement, “takeover proposal” means any proposal for a merger or other business combination involving

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the Company or for the acquisition of a significant equity interest in the Company or for the acquisition of a significant portion of the assets or liabilities of the Company.

Proxy Statement. The Merger Agreement requires that this Proxy Statement will, as of its mailing date, comply as to form in all material respects with all applicable laws, including the provisions of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.

Stockholders Meeting. The Merger Agreement requires that the Company shall call and hold a meeting as promptly as practicable after the date of execution of the Merger Agreement for the purpose of voting upon the Merger. The Merger Agreement also requires that the Company will, unless the Merger Agreement is terminated in accordance with its terms, through its Board of Directors, recommend to the Stockholders approval of the Merger and will coordinate and cooperate with respect to the timing of the Stockholders Meeting. Subject to the limitations contained in the Merger Agreement and applicable law, the Merger Agreement requires that the Company shall use its reasonable best efforts to solicit from the Stockholders proxies in favor of the Merger.

Exemption under Anti-Takeover Statutes.  The Merger Agreement requires the Company to use its best efforts to take all steps required to exempt the Merger from any applicable state anti-takeover law.

Amendment of Company Articles of Incorporation.  The Merger Agreement requires the Company to amend its Articles of Incorporation prior to the Effective Time to create a class of preferred stock having the same rights, preferences and privileges as the preferred stock of CCG.

Covenants of the Parties

General. The Merger Agreement requires each of the parties to use its commercially reasonable best efforts promptly to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, or otherwise, including attempting to obtain all necessary consents, to consummate and make effective, as soon as practicable, the Merger.

Preparation of Proxy Statement  The Merger Agreement requires the Company to prepare and file a preliminary Proxy Statement with the Securities and Exchange Commission (“SEC”) and to use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be cleared by the SEC.  The Merger Agreement also requires the Company to notify CCG of the receipt of any comments from the SEC or its staff of any request by the SEC or its staff for amendments or supplements to Proxy Statement or for additional information and to supply CCG with copies of all correspondence between the Company and the SEC or its staff with respect to the Proxy Statement or the Merger.  The parties agreed to use their reasonable best efforts, after consultation with the other party, to respond promptly to all comments of and requests by the SEC.  The Merger Agreement further provides that the Company shall mail the Proxy Statement to its shareholders as promptly as practicable after the Proxy Statement has been cleared by the SEC.  The Merger Agreement also provides that if at any time prior to the approval of this Agreement by the Company shareholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, the Company  will prepare and mail to its shareholders such an amendment or supplement.  The Merger Agreement also provides that the Company shall not use any proxy material in connection with the meeting of the shareholders relating to CCG without CCG’s prior approval.

Public Statements. The Merger Agreement provides that, except as otherwise required by law or the rules of NASDAQ if the Company is still listed on Nasdaq at that time, neither the Company nor CCG shall issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by the Merger Agreement without the consent of the other party, which consent shall not be unreasonably withheld. The Merger Agreement also provides that in the event such press release, public statement or public announcement is required by law, the announcing party will give the other party advance notice of such and provide a copy of the proposed release, statement or announcement to the other party.

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Conditions Precedent to the Merger

Conditions to Each Party’s Obligation to Complete the Merger: Each party’s obligations to effect the Merger and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver at or prior to the closing of the Merger, of each of the following conditions:

·

The Merger shall have been approved by the requisite vote of the shareholders of the Company and CCG; and

·

There shall be no actual or threatened causes of action, investigations or proceedings (i) challenging the validity or legality of the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement, or (ii) seeking damages in connection with the transactions contemplated by the Merger Agreement, or (iii) seeking to restrain or invalidate the transactions contemplated by the Merger Agreement, which and in the reasonable judgment of either CCG or the Company, based upon advice of counsel, would have a Material Adverse Effect with respect to the interests of CCG or the Company, as the case may be.

Conditions to Obligations of CCG to Complete the Merger: The obligation of CCG to effect the Merger and otherwise consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver, at or prior to the closing of the Merger, of each of the following conditions:

·

The representations and warranties of the Company set forth in the Merger Agreement and in any certificate or document delivered pursuant thereto shall be true and correct in all material respects as of the date of the Merger Agreement and as of all times up to and including the Effective Time of the Merger (as though made on and as of the Effective Time of the Merger except to the extent such representations and warranties are by their express provisions made as of a specified date and except for changes therein contemplated by the Merger Agreement);

·

The Company shall have performed in all material respects all covenants, obligations and agreements required to be performed by it under the Merger Agreement prior to the Effective Time;

·

The Company will be required to deliver certificates as to the fulfillment of certain conditions precedent;

·

There shall have been no determination by CCG that any fact, event or condition exists or has occurred that, in the good faith judgment of CCG,

·

would have a Material Adverse Effect on, or which may be foreseen to have a Material Adverse Effect on, the Condition of the Company or the consummation of the transactions contemplated by the Merger Agreement,

·

would be of such significance with respect to the business or economic benefits expected to be obtained by CCG pursuant to the Merger Agreement as to render inadvisable the consummation of the transactions pursuant to the Merger Agreement,

·

would be materially adverse to the interests of CCG, or

·

would render the Merger or the other transactions contemplated by this Agreement impracticable because of any state of war, national emergency, banking moratorium or general suspension of trading on NASDAQ, provided, however, that none of such events or conditions shall be a basis for terminating the Merger Agreement, but shall only be a basis for delaying the Closing until such event or condition ends, subject, however, to Section 10.1(b) of the Merger Agreement, which allows any party to terminate the Merger Agreement if the Merger has not occurred on or prior to March 30, 2005;

33

·

There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger by any governmental authority which, in connection with the grant of any consent by any such governmental authority, imposes, in the good faith judgment of CCG, any material adverse requirement upon CCG, without limitation, any requirement that CCG, materially modify its operations or sell or dispose of any significant amount of assets;

·

Each stock option issued pursuant to the Company Stock Option Plan shall be canceled and terminated in accordance with Section 2.2 of the Merger Agreement as of the Effective Time and the Company shall use its best efforts to obtain from each holder of such options such documents as CCG, with the advice of counsel, may deem necessary to evidence the cancellation and termination of such options and the release of any rights under the options and the Company Stock Option Plan;

·

The total number of shares of Company Common Stock outstanding as of the Effective Time and the total number of shares of Company Common Stock covered by any option, warrant, commitment, or other right or instrument to purchase or acquire any shares of Company Common Stock that are outstanding as of the Effective Time, including any securities or rights convertible into or exchangeable for shares of Company Common Stock, shall not exceed 3,500,000 shares in the aggregate.

Conditions to the Company’s Obligation to Complete the Merger:

·

The representations and warranties of CCG contained in the Merger Agreement or in any certificate or document delivered pursuant to the provisions thereof will be true and correct, in all material respects, as of the Effective Time (as though made on and as of the Effective Time), except to the extent such representations and warranties are by their express provisions made as of a specified date and except for changes therein contemplated by the Merger Agreement;

·

CCG shall have performed all covenants, obligations and agreements required to be performed by it and under this Agreement prior to the Effective Time of the Merger;

·

CCG will be required to deliver certificates as to the fulfillment of certain conditions precedent;

·

The Company shall not have determined that any fact, event or condition exists or has occurred that, in the judgment of the Company, would render the Merger or the other transactions contemplated by the Merger Agreement impracticable because of any state of war, national emergency, banking moratorium, or a general suspension of trading on NASDAQ, provided, however, that none of such events or conditions shall be a basis for terminating the Merger Agreement, but shall only be a basis for delaying the Closing until such event or condition ends, subject, however, to Section 10.1(b) of the Merger Agreement, which allows any party to terminate the Merger Agreement if the Merger has not occurred on or prior to March 30, 2005;

·

The Company has received a written opinion in form and substance satisfactory to it from vFinance Investments, Inc. addressed to the Company, to the effect that the terms of the Merger, including the per share price, are fair, from a financial point of view, to the shareholders of the Company;

·

The Company shall have received written confirmation from American Stock Transfer, the Exchange Agent, that CCG has delivered to the Exchange Agent the aggregate consideration to be paid to the holders of shares of Company Common Stock being cancelled pursuant to Section 2.1(b) of the Merger Agreement.

Termination of the Merger Agreement

The Merger Agreement may be terminated prior to the date of the closing of the Merger:

·

by the mutual consent in writing of the Board of Directors of CCG and the Company;

·

by the Board of Directors of CCG or the Company if the Merger shall not have occurred on or prior to March 30, 2005;

34

·

by the Board of Directors of CCG or the Company (provided that the terminating party is not then in breach of any representation or warranty contained in the Merger Agreement) in the event of a material inaccuracy of any representation or warranty of the other party contained in the Merger Agreement which cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such inaccuracy and which inaccuracy would provide the terminating party the ability to refuse to consummate the Merger;

·

by the Board of Directors of CCG or the Company (provided that the terminating party is not then in breach of any representation or warranty contained in the Merger Agreement) in the event of a material breach by the other party of any covenant or agreement contained in the Merger Agreement which cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach;

·

by the Board of Directors of CCG or the Company in the event (i) any consent of any governmental authority required for consummation of the Merger and the other transactions contemplated in the Merger Agreement shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal, or (ii) the shareholders of either CCG or the Company fail to vote their approval of the Merger Agreement and the Merger and the transactions contemplated thereby as required by applicable law at the applicable shareholders’ meeting where the transactions were presented to such shareholders for approval and voted upon;

·

by the Board of Directors of CCG or the Company (provided that the terminating party is not then in breach of any representation or warranty contained in the Merger Agreement) in the event that any of the conditions precedent to the obligations of such party to consummate the Merger (other than as contemplated by Section 10.1(e) of the Merger Agreement) cannot be satisfied or fulfilled by March 30, 2005 as the date after which such party may terminate this Agreement.

Effect of Termination

In the event of the termination and abandonment of the Merger Agreement, the Merger Agreement shall terminate and have no effect, except that the provisions of Section 10.2, Section 10.5 and Article 11 of the Merger Agreement shall survive any such termination and abandonment.

Expenses

Except as set forth below, expenses incurred by the Company on the one hand and CCG on the other hand, in connection with or related to the authorization, preparation and execution of the Merger Agreement, the solicitation of shareholder approval and all other matters related to the closing of the transactions contemplated hereby, including all fees and expenses of agents, representatives, counsel and accountants employed by either such party or its affiliates, shall be borne solely and entirely by the party which incurred same.

Notwithstanding the foregoing, if for any reason the Merger is not approved by the shareholders of the Company as required, the Company shall bear and pay all of the costs and expenses incurred by CCG with respect to the fees and expenses of accountants, counsel, consultants, printers and others involved in the transactions contemplated by the Merger Agreement.

Final settlement with respect to the payment of such fees and expenses by the parties shall be made within thirty (30) days after the termination of the Merger Agreement.

Amendments

The Merger Agreement may be amended only by a writing signed on behalf of each party hereto.

35

CERTAIN INFORMATION CONCERNING THE COMPANY

General

Canterbury is engaged in the business of providing information technology products, services and training to both commercial and government clients.  Canterbury is comprised of four operating subsidiaries with offices located in New Jersey, New York, and Maryland.  The focus of the Canterbury companies is to become an integral part of its clients’ IT solution, designing and applying the best products, services and training to help them achieve a competitive advantage by helping their employees to succeed.  Canterbury’s subsidiaries offer the following technology and training solutions:

· distance learning solutions	· customized learning solutions for ERP and CRM
· systems engineering and consulting	· management training programs
· hardware sales and support	· web development
· technical and desktop applications training	· help desk and service center support

The Company was incorporated in the Commonwealth of Pennsylvania on March 19, 1981. The Company became publicly held in 1986. The principal executive offices of the Company are located 352 Stokes Road, Suite 200, Medford, NJ  08055 and its telephone number is (609) 953-0044.

For additional information please see Canterbury’s Annual Report on Form 10-K for the fiscal year ended November 30, 2003 as filed on March 1, 2004 and Canterbury’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2004, as filed on October 7, 2004, both of which are annexed to this filing.

Canterbury's common stock was listed for trading on the Nasdaq SmallCap Market until December 10, 2004.  Canterbury’s common stock  is currently (as of December 13, 2004) being quoted on the Over-the-Counter Bulletin Board.  The high and low sales prices (adjusted to reflect the 1 for 7 reverse stock split effective January 24, 2003) of Canterbury's common stock from December 1, 2002 through November 30, 2004 were as follows:

                MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS

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

2003   |   1st Quarter   |   2nd Quarter   |   3rd Quarter   |   4th Quarter

       |   -----------   |   -----------   |   -----------   |   -----------

       |  High      Low  |  High      Low  |  High      Low  |  High      Low

Common |  ----      ---  |  ----      ---  |  ----      ---  |  ----     ---

Stock  | $3.150    $1.26 | $1.37      $.53 | $1.59      $.70 | $1.74     $.90

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

2004   |   1st Quarter   |   2nd Quarter   |   3rd Quarter   |   4th Quarter

       |   -----------   |   -----------   |   -----------   |   -----------

       |  High      Low  |  High      Low  |  High      Low  |  High      Low

Common |  ----      ---  |  ----      ---  |  ----      ---  |  ----      ---

Stock  | $1.43      $.91 | $2.75      $.69 | $1.34      $.52 |  $.85     $.25

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

Canterbury has not declared or paid any dividends during the past two years.

Book value per share as of August 31, 2004 is $3.68

Share Ownership

Based on information (i) reported to the Company, (ii) reported to Nasdaq on Schedule 13(D) or (iii) filed with the Securities and Exchange Commission on Schedule 13(D), as of November 22, 2004, the beneficial owners of more than 5% of the Company’s Outstanding Common Stock are as follows:

.		Amount and Nature of Beneficial Ownership
Name of Beneficial Owner (1)(3)	Shares  Currently Owned		Shares Acquirable Within 60 Days By Option Exercise(4)	Shares Acquirable Within 60 Days By Note Conversion(5)	% Owned of Company’s Shares(1) (2)
Stanton M. Pikus (6)	185,545		39,288	100,000	15.4%
Jean Z. Pikus(6)	54,450		17,859	-	3.6%
Matthew Zane Pikus Trust Jack Uris, Trustee	10,286		-	-	0.5%
Kevin J. McAndrew	90,926		31,430	100,000	10.6%
Louis Kassen IRA, Louis Kassen Trustee	2,400		-	100,000	5.0%
Richard Zwerlein	3,271		-	100,000	5.0%
Marlene L. Levy	88,523		-	100,000	9.1%
Alan Manin	25,580		15,002	100,000	6.8%
Aaron Alter	68,922		-	100,000	8.2%
Frank Cappiello	35,239		27,501	100,000	7.8%
Richard Molinsky (7)	-		-	100,000	4.8%
Patricia Bednarik	-		4,286	-	0.2%
Daniel Kenyon	-		-	-	0%
Thomas Spurlock	24		-	-	0%
Mathews & Associates, Inc.	-		-	100,000	4.8%
As a group, the shareholders of CCG own:	565,166		135,366	1,000,000	54.8%

1.

Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the Company believes that the persons named in the table have sole voting and investment power with respect to all shares of Common Stock.  Total outstanding shares of common stock as of November 22, 2004 were 1,965,822.

2.

This percentage was calculated based upon the assumption that only the individual shareholder would be converting his/her note and options to Company Shares.

3.

The business address of all individual listed above is in care of CCG Group, Inc., 17 Hanover Road, Suite 230, Florham Park, NJ  07932.

4.

All stock options are out-of-the-money and are exercisable at greater than $0.40 per share.  Stock Option are delineated in the table labeled Shares Acquirable Within 60 Days By Option Exercise.

5.

Each 7¾% Senior Convertible Promissory Note is convertible at any time into 100,000 Canterbury restricted Common Stock at $.355 per share.

6.

Included in Stanton M. Pikus’ Common Stock are 95 shares owned with Jean Z. Pikus JTWROS.  These shares are not included in Jean Z. Pikus’ Common Stock. On October 14, 2004 Stanton Pikus transferred 3,913 shares of Common Stock held in his Company 401(k) account to his name.

7.

Maria Molinsky, spouse of Richard Molinsky, purchased a 7¾% Senior Convertible Promissory Note.  Mrs. Molinsky intends to assign the note to her spouse.

The following table shows the amount of Common Stock of the Company beneficially owned (unless otherwise indicated) by the Company’s directors, the executive officers of the Company and the directors and executive officers of the Company as a group, as of November 22, 2004.

Amount and Nature of Beneficial Ownership

Name of Beneficial Owner (1)(3)	Shares  Currently Owned	Shares Acquirable Within 60 Days By Option Exercise(4)	Shares Acquirable Within 60 Days By Note Conversion(5)	% Owned of Company’s Shares(1) (2)
Stanton M. Pikus (6)	185,545	39,288	100,000	15.4%
Kevin J. McAndrew	90,926	31,430	100,000	10.6%
Jean Zwerlein Pikus (6)	54,450	17,859	-	3.6%
Alan Manin	25,580	15,002	100,000	6.8%
Stephen M. Vineberg	11,947	13,573	-	1.3%
Paul L. Shapiro	95	13,573	-	.7%
Frank A. Cappiello	35,239	27,501	100,000	7.8%
All Officers, Directors and 5% Stockholders as a group (7 in number)	403,782	157,776	400,000	38.1%

1.

Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the Company believes that the persons named in the table have sole voting and investment power with respect to all shares of Common Stock.  Total outstanding shares of common stock as of November 22, 2004 were 1, 965,822.

2.

This percentage was calculated based upon the assumption that only the individual shareholder would be converting his/her note and options to Company Shares.

3.

The business address of all individual listed above is in care of Canterbury Consulting Group, Inc. 352 Stokes Road, Suite 200, Medford, NJ  08055.

4.

All stock options are out-of-the-money and are exercisable at greater than $0.40 per share.  Stock Option are delineated in the table labeled Shares Acquirable Within 60 Days By Option Exercise.

5.

Each 7¾% Senior Convertible Promissory Note is convertible at any time into 100,000 Canterbury restricted Common Stock at $.355 per share.

6.

Included in Stanton M. Pikus’ Common Stock are 95 shares owned with Jean Z. Pikus JTWROS.  These shares are not included in Jean Z. Pikus’ Common Stock. On October 14, 2004 Stanton Pikus transferred 3,913 shares of Common Stock held in his Company 401(k) account to his name.

Listed below is a table setting forth the stock options included in the Shares Acquirable Within 60 Days By Option Exercise column in the preceding tables.

Name of Individual	Capacity in Which Served	Date Granted	Exercise Price	Options
Stanton M. Pikus	Chairman of the Board of	8/2/00	$21.00	3,572
	Directors	11/28/00	$19.46	10,715	(1)
		1/9/01	$10.50	10,715	(1)
		11/12/01	$4.83	14,286	(1)
Kevin J. McAndrew	President, Chief Executive	8/2/00	$21.00	2,858
	Officer, Chief Financial Officer,	11/28/00	$19.46	7,143	(1)
	Treasurer, Director	1/9/01	$10.50	7,143	(1)
		11/12/01	$4.83	14,286	(1)
Jean Z. Pikus	Vice President, Secretary,	8/2/00	$21.00	2,143
	Director	11/28/00	$19.46	3,572	(1)
		1/9/01	$10.50	3,572	(1)
		11/12/01	$4.83	8,572	(1)
Alan Manin	Director	1/11/00	$25.70	1,429
		8/2/00	$21.00	715
		11/12/01	$4.83	2,858
		08/18/03	$.75	10,000
Stephen Vineberg	Director	8/2/00	$21.00	715
		11/12/01	$4.83	2,858
		08/18/03	$.75	10,000
Paul Shapiro	Director	8/2/00	$21.00	715
		11/12/01	$4.83	2,858
		08/18/03	$.75	10,000
Frank Cappiello	Director	8/2/00	$21.00	1,786
		11/12/01	$4.83	5,715
		08/18/03	$.75	20,000
Patricia Bednarik	President of USC/Canterbury	1/9/01	$10.50	2,143
		11/12/01	$4.83	2,143

(1)

These five-year stock option grants are part of the 1995 Stock Option Plan as Incentive Option Awards.

CERTAIN INFORMATION CONCERNING CCG

CCG was formed in the Commonwealth of Pennsylvania on October 12, 2004 solely for the purpose of entering into this transaction. The cash for the transaction is held by CCG, which it raised in a private placement. The shareholders of CCG are Stanton M. Pikus, Chairman of the Board of Directors of Canterbury; Kevin J. McAndrew, President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director of Canterbury; Jean Z. Pikus, Vice President and Secretary of Canterbury; Alan Manin, Director of Canterbury; Frank Cappiello, Director of Canterbury; Patricia Bednarik, President of USC/Canterbury Corp.; Daniel Kenyon, Canterbury’s Corporate Sales Manager; Thomas Spurlock, Training Division Manager; The Matthew Zane Pikus Trust, Jack Uris, Trustee: Louis Kassen IRA, Louis Kassen Trustee: Marlene LaMont Levy; Richard Molinsky; Richard Zwerlein; Aaron Alter; and Mathews & Associates, Inc.  

CCG’s principal executive offices are located at 17 Hanover Road, Suite 230, Florham Park, NJ  07932 , telephone number 973-822-0500.

The following are officers and directors of CCG:

Name	Title	Business Address
Stanton M. Pikus1	Chairman of Board of Directors and Vice President	352 Stokes Road, Suite 200, Medford, NJ  08055
Kevin J. McAndrew2	Director, President and Treasurer	352 Stokes Road, Suite 200, Medford, NJ  08055
Jean Z. Pikus3	Director and Secretary	352 Stokes Road, Suite 200, Medford, NJ  08055
Alan Manin4	Director	352 Stokes Road, Suite 200, Medford, NJ  08055
Frank A. Cappiello Jr.5	Director	Greenspring Station, Suite 250, 10751 Falls Rd, Lutherville, MD  21093
Aaron Alter6	Director	7920 Avenida Diestro, Carlsbad, CA  92009

1.        Stanton M. Pikus is a private investor whose business address is disclosed in the table above. Mr. Pikus is also an employee and the Chairman of the Board of Directors of Canterbury since 1981.

2.        Kevin J. McAndrew is a private investor whose business address is disclosed in the table above. Mr. McAndrew is also the President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director of Canterbury.  He began working for Canterbury in 1987.

3.        Jean Z. Pikus is a private investor whose business address is disclosed in the table above.  Ms. Pikus is a private investor whose business address is disclosed in paragraph (a) above.  Ms. Pikus is also a Vice President, a Secretary and a Director of Canterbury.  She has been employed by Canterbury since 1984. 

4.        Alan Manin is a private investor whose business address is disclosed in the table above.  Mr. Manin has been a Director of Canterbury since 1981.

5.        Frank A. Cappiello Jr. is a private investor whose business address is disclosed in the table above.  Mr. Cappiello has been a Director of Canterbury since 1995.

6.        Aaron Alter is a  private investor whose business address is disclosed in the table above.  Mr. Alter is the President and founder of Aaron's Computer Relief, LLC, a California company, which was established in 1989.

During the past five years, neither CCG nor, to its knowledge, any of its directors or executive officers (disclosed in the table above) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any such person was or is subject to a judgment, decree, or final order enjoining further violations of, or prohibiting activities subject to, federal or state securities laws or finding any violation of those laws.

All of CCG’s executive officers and directors are citizens of the U.S.A.

CCG has purchased one $35,500 Senior Convertible Note on December 9, 2004.  This note will be converted into 100,000 shares of Canterbury’s common stock on or before December 20, 2004.  Information with respect to purchases of Canterbury’s common stock by each executive officer and director of CCG and each person controlling CCG during the past two years in set forth below:

Name of Purchaser	Date of Purchase	Number of Shares	Amount Paid
Stanton M. Pikus	August 21, 2003	39,549	$0 (in lieu of cash salary)
	February 12, 2004	25,000	$1.00 per share
	October 14, 2004	3,913	$0 (transfer of stock held in his 401(k) account)
Jean Z. Pikus	August 21, 2003	24,240	$0 (in lieu of cash salary)
Kevin J. McAndrew	August 21, 2003	39,549	$0 (in lieu of cash salary)
Alan Manin	-	-	-
Frank Cappiello	-	-	-
Aaron Alter	February 12, 2004	25,000	$1.00 per share

CERTAIN LEGAL MATTERS

General

 Except as set forth in this Proxy Statement there are no licenses or regulatory permits that are material to the business of the Company and its subsidiaries, taken as a whole, and that might be adversely affected by the Merger as contemplated by the Merger Agreement, or, except to the extent required by any foreign regulatory authorities, any filings, approvals or other actions by or with any domestic, foreign or supranational governmental authority or administrative or regulatory agency that would be required prior to the Merger as contemplated by the Merger Agreement. Should any such approval or other action be required, there can be no assurance that any such additional approval or action, if needed, would be obtained without substantial conditions or that adverse consequences might not result to the Company’s business, or that certain parts of the Company’s business might not have to be disposed of or held separate or other substantial conditions complied with in order to obtain such approval or action or in the event that such approvals were not obtained or such actions were not taken. The parties’ respective obligations to complete the Merger are subject to certain conditions which may be applicable under such circumstances. See “The Merger Agreement — Conditions Precedent to the Merger.”

Pending Litigation

On October 27, 2004, Canterbury Consulting Group, Inc. (the "Company") and User Technology Services, Inc., a subsidiary of the Company ("Usertech"), entered into a Settlement Agreement and Mutual Release (the "Agreement") with Ceridian Corporation ("Ceridian").  This release does not apply to "any claims Canterbury may have against E. Paul Cooke arising out of his actions as an employee, officer, or agent of Usertech/Canterbury Corp. under his Employment Agreement with Usertech/Canterbury Corp. dated September 28, 2001."

The Agreement represents the resolution of arbitration proceedings that the Company initiated in August 2003 for claims arising out of the Company's purchase of Usertech from Ceridian in September 2001. Additional information on the purchase and the arbitration proceedings has been previously reported in filings with the Securities and Exchange Commission, including the Company's Quarterly Report on Form 10-Q for the period ended August 31, 2004.

Under the terms of the Agreement, the Company has agreed to deliver to Ceridian $912,000, which represents outstanding amounts relating to the purchase of Usertech that had not been delivered to Ceridian pending resolution of the arbitration proceedings.  In addition, the Company and Usertech have agreed that they will not seek bankruptcy or insolvency protection as set forth in the Agreement for a period of 91 days from October 4, 2004.  The arbitration proceedings will be dismissed without prejudice following October 4, 2004, and they will be dismissed with prejudice after 91 days following October 4, 2004 if the Company and Usertech have not filed, or had filed against it, any such bankruptcy or insolvency proceedings.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Some of the present executive officers and directors of Canterbury own shares of our common stock or hold options to purchase shares of our common stock.   These officers and directors are also affiliates of CCG and will remain as principals of Canterbury following the consummation of the merger.  As a result, there are various potential or actual conflicts of interest in connection with the merger.

Certain of the executive officers and directors of the Company have employment agreements which will continue after the Merger.  In addition, the executive officers have key man insurance policies that will continue after the merger.

Our board of directors and special committee were aware of and considered the interests of, our directors and executive officers in approving the merger agreement and the merger.

During Fiscal 2001, certain officers and directors of the Company purchased a 33% stock ownership in a corporation that was previously a subsidiary of the Company prior to the November 1996 sale by the Company of its

100% stock ownership in this corporation to an outside group.  These officers and directors purchased their ownership from this outside group.  The Company holds notes receivable in the amount of $3,546,279 from this corporation of which $2,599,413 pertains to notes originating on the November 1996 date of sale.  The Company maintained the same level of security interest protection and the same debt amortization schedule.  During the fourth quarter of Fiscal 2003, a 22% owner of this corporation passed away.  After his death, that corporation purchased and retired his shares from his estate.  As a result of this purchase and retirement of his shares, certain officers and directors of the Company now own 44% of this corporation.

At August 31, 2004 and November 30, 2003, the total notes receivable plus accrued interest for issuances of Company common stock to corporate officers, corporate counsel and certain consultants totaled $2,150,000 and $3,595,000, respectively.  These non-recourse notes are collateralized by common stock of the Company and are reported as a contra-equity account.  Interest rates average 4%.  During the third quarter of Fiscal 2004, 106,429 shares of Company common stock was returned and retired in full satisfaction of $1,445,000 in notes receivable plus accrued interest.  As part of this third quarter transaction, all seven members of its Board of Directors (inclusive of three corporate executives) as well as two subsidiary presidents have returned 88,571 shares of Canterbury restricted common stock to the Company.  These shares had been posted as collateral by all of these individuals against notes payable to the Company totaling $1,202,800.  The notes came due on June 28, 2004, and the aforementioned individuals had the option of returning these shares to the Company or paying the associated notes and accrued interest in full.  All of the individuals determined to return their shares to the Company.  There was no impact on the Company's income statement or net worth as a result of these common stock retirements since the carrying value of the common stock and the notes receivable were identical.  The Company uses variable accounting under SFAS 123 to account for Company stock issued for non-recourse notes.  This type of transaction is similar in economic substance to the issuance of stock options.  No amounts have been charged to earnings to date due to the decrease in market value of Company stock during the term of the notes.  Prior to July 17, 2002, $1,739,000 of these notes were recourse notes.  On July 17, 2002 the Compensation Committee recommended, and the Board of Directors approved a modification of the April 10, 2001 and the May 16, 2001 notes.  The notes became non-recourse as to principal and interest as of September 1, 2002 with the issued shares continuing to collateralize the notes.  All accrued interest on the notes as of September 1, 2002 has been paid to the Company.  Principal and interest must be paid by recipient before they are entitled to sell their respective shares.  If principal and interest have not been paid by the maturity date of the recipient notes, then recipients' sole obligation shall be that any shares relating to this nonpayment will be forfeited and returned to the Company.  If this event were to occur, both the underlying shares and the notes receivable would be cancelled with no effect on the net worth of the Company.  In consideration for this modification the term of these notes was reduced and shortened from April and May, 2006 to December 31, 2004.  The Board also prohibited the issuance of any additional stock options, stock or any other form of equity to the recipients for all of Fiscal 2002.

Indemnification of Officers and Directors

The Merger Agreement provides that the right of indemnification for acts and omissions occurring before the closing date of the Merger and existing in favor of the directors and officers of the Company will continue to the fullest extent permissible under applicable law and the Surviving Corporation’s articles of incorporation and bylaws.

Stock Options

As of the date hereof, options to purchase 173,230 shares of the Company Common Stock are outstanding, all of which will be fully vested and exercisable prior to the closing of the Merger. 166,800 options were issued under the Canterbury Consulting Group, Inc. Stock Option Plan adopted in 1995 and 6,430 were issued outside of the Plan.  All of the 173,230 shares are out-of-the-money and are exercisable at more than $0.40 per share.  The Company will provide notice to all option holders that their options will terminated at the effective time of the Merger.

Employment Arrangements

At the effective time of the merger, the current officers of Canterbury will be the officers of the surviving company, and each officer shall serve until the earlier of his resignation or removal or until his or her respective successor is duly elected and qualified, as the case may be.

Salary Continuation Agreements

The Company executed employment agreements dated June 1, 2001 between the Company and Mr. Kevin J. McAndrew and the Company and Mr. Stanton M. Pikus.  Each employment agreement is for a period of five years.  Each sets forth various services to be performed.  Each employee shall receive an annual salary of $245,000 with annual cost of living increases tied to a nationally recognized index, as set forth by the Board of Directors from time to time.  These employment agreements supersede and replace the prior employment agreements, including the cancellation of bonus opportunities which were to be payable through December 1, 2003.  These agreements also include a non-competition prohibition for a period of three years after employment has been terminated.  On December 1, 2001 the Company executed a five-year employment agreement between the Company and Ms. Jean Pikus.  Ms. Pikus shall receive an annual salary of $150,000 with annual cost of living increases tied to a nationally recognized index, as set forth by the Board of Directors from time to time.  The agreement also includes a non-competition prohibition for a period of three years after employment has been terminated.

On March 1, 2003 Canterbury’s corporate management team, inclusive of the Chairman, President and Vice President, voluntarily reduced their present salaries by 8%. This is in line with a previously instituted 8% salary reduction at one of the Company’s largest subsidiaries. The corporate management team continues to receive its reduced rate of pay.

CERTAIN UNITED STATES INCOME TAX CONSEQUENCES

General

The receipt of cash by Shareholders pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”), and may also be a taxable transaction to Shareholders under applicable state, local or foreign income tax laws.

Generally, for U.S. federal income tax purposes, a Shareholder will recognize gain or loss equal to the difference between the amount of cash received by the Shareholder pursuant to the Merger and the aggregate adjusted tax basis in the Shares exchanged by the Shareholder pursuant to the Merger. If Shares are held by a Shareholder as capital assets within the meaning of Section 1221 of the Code, gain or loss recognized by such Shareholder will be capital gain or loss, which will be long-term capital gain or loss if such Shareholder’s holding period for the Shares exceeds one year. In the case of a non-corporate Shareholder, any long-term capital gain will generally be subject to U.S. federal income tax at a maximum rate of 15%. For both corporate and non-corporate taxpayers, the deductibility of capital losses is subject to limitations.

The following discussion may not be applicable: with respect to certain members of management who continue to participate in the ownership of the Company; with respect to Shares received pursuant to the exercise of employee stock options or otherwise as compensation; or with respect to holders of Shares who are subject to special tax treatment under the Code such as non-U.S. persons, life insurance companies, tax-exempt organizations and financial institutions and may not apply to a holder of Shares in light of individual circumstances, such as holding Shares as a hedge or as part of a straddle or a hedging, constructive sale, integrated or other risk-reduction transaction.

THIS DISCUSSION IS INTENDED FOR GENERAL INFORMATION PURPOSES ONLY. SHAREHOLDERS OF THE COMPANY ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS IN THEIR PARTICULAR CIRCUMSTANCES.

Backup Withholding

Certain non-corporate Shareholders of the Company may be subject to backup withholding at a 28% rate on cash payments received in connection with the Merger. Backup withholding will not apply, however, to a Shareholder who (1) furnishes a correct taxpayer identification number and certifies that such Shareholder is not subject to backup withholding on the Substitute Internal Revenue Service Form W-9 or successor form, (2) provides a certification of foreign status on the applicable Internal Revenue Service Form W-8 or successor form or (3) is otherwise exempt from backup withholding.

If a Shareholder does not provide a correct taxpayer identification number, such Shareholder may be subject to penalties imposed by the Internal Revenue Service. Any amount paid as backup withholding does not constitute an additional tax and will be creditable against a Shareholder’s U.S. federal income tax liability provided the required information is given to the Internal Revenue Service. If backup withholding results in an overpayment of tax, a refund can be obtained by the Shareholder by filing a U.S. federal income tax return. Shareholders of the Company should consult their own tax advisors as to their qualification for exemption from withholding and the procedure for obtaining the exemption.

SUBMISSION OF SHAREHOLDER PROPOSALS

The next annual meeting of the Shareholders will be held on or about May 1, 2005, if the Merger is not completed by that time. No annual meeting will be held if the Merger is completed prior to that date. Shareholders wishing to have a proposal included in the Board of Directors’ 2004 Proxy Statement for such annual meeting are required to submit proposals so that the Secretary of the Company would receive them no later than March 15, 2005. To submit a proposal, a Shareholder must comply with the procedures prescribed in SEC Rule 14a-8, must have been a record or beneficial owner of Company Common Stock having a market value of at least $2000 for a period of at least one (1) year prior to submitting the proposal, and the Shareholder must continue to hold the Shares through the date on which the meeting is held. The Company’s Bylaws set forth certain information requirements for Shareholders’ proposals and nominations of directors.

The proxy solicited by the Board of Directors for the Annual Meeting, if any, will confer discretionary authority to vote on any Shareholder proposal presented at the Annual Meeting, unless the Company was provided with notice of such proposal no later than March 15, 2005.

CERTAIN FINANCIAL INFORMATION

Certain information regarding the Company is incorporated herein by reference to the Company’s previous filings with the Commission. Those filings are listed under “Incorporation of Certain Information by Reference” below. The financial data contained in such incorporated documents should be read in conjunction with the financial statements that are included in the Company’s prior filings with the Commission and any filings with the Commission by the Company following the date hereof. The results for any periods for which financial data is incorporated herein are not necessarily indicative of the results expected for any other periods.

WHERE YOU CAN FIND MORE INFORMATION

The Company is subject to the informational filing requirements of the Exchange Act and, in accordance therewith, is required to file periodic reports, proxy statements and other information with the Commission relating to its business, financial condition and other matters. Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549.  Information regarding the public reference facilities may be obtained from the Commission by telephoning 1-800-SEC-0330. The Company’s filings are also available to the public on the Commission’s Internet site (http://www.sec.gov). Copies of such materials also may be obtained by mail from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Company Common Stock is quoted on the Nasdaq SmallCap Market System.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Proxy Statement incorporates by reference documents relating to the Company that are not presented herein or delivered herewith. Such documents, excluding exhibits unless specifically incorporated therein, are available without charge to any person, including beneficial owners of Shares to whom this Proxy Statement is delivered, upon written or oral request to Investor Relations, Canterbury Consulting Group, Inc., 352 Stokes Road, Suite 200, Medford, NJ  08055, telephone number (609) 953-0044. Requested documents will be mailed by first class mail or other equally prompt means within one business day of receipt of the request. In order to ensure timely delivery of the documents prior to the Special Meeting, any request should be made by ____________, 2005.

The Annual Report on Form 10-K for the fiscal year ended November 30, 2003 as filed on March 1, 2004 and the Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2004, as filed on October 7, 2004 will be mailed to each Shareholder along with this Proxy Statement on or about _________, 2005.

The following documents filed with the Commission by the Company under the Exchange Act under File Number 0-15588 are incorporated herein by reference:

Annual Report on Form 10-K	Annual Report for the fiscal year ended November 30, 2003, as filed on March 1, 2004.
Quarterly Report on Form 10-Q	Quarterly Report for the quarterly period ended February 29, 2004, as filed on April 13, 2004.
Quarterly Report on Form 10-Q	Quarterly Report for the quarterly period ended May 31, 2004, as filed on July 12, 2004.
Quarterly Report on Form 10-Q	Quarterly Report for the quarterly period ended August 31, 2004, as filed on October 7, 2004.
Current Reports on Form 8-K	Current Report filed on April 26, 2004
Current Reports on Form 8-K	Current Report filed on June 25, 2004
Current Reports on Form 8-K	Current Report filed on September 13, 2004
Current Reports on Form 8-K	Current Report filed on October 28, 2004
Current Reports on Form 8-K	Current Report filed on November 1, 2004
Current Reports on Form 8-K	Current Report filed on November 22, 2004
Current Reports on Form 8-K	Current Report filed on December 8, 2004

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and until the date of the Special Meeting shall be deemed to be incorporated by reference herein and made a part hereof from the date any such document is filed. The information relating to the Company contained in this Proxy Statement does not purport to be complete and should be read together with the information in the documents incorporated by reference herein. Any statement contained herein or in a document incorporated herein by reference shall be deemed to be modified or superseded for purposes hereof to the extent that a subsequent statement contained herein or in any other subsequently filed documents incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof.

Any statements contained in this Proxy Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN SUCH JURISDICTION. THE DELIVERY OF THIS PROXY STATEMENT SHALL NOT IMPLY OR CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR IN THE INFORMATION SET FORTH HEREIN SUBSEQUENT TO THE DATE HEREOF.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Jean Z. Pikus

Secretary and Vice President  

Dated: ___________, 2004

Annex A—Agreement and Plan of Merger

Annex B—Opinion of vFinance Investment,  Inc.

Annex C—The Annual Report on Form 10-K for the fiscal year ended November 30, 2003 as filed on March 1, 2004

Annex D—The Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2004, as filed on October 7, 2004

Annex E—Summary of Dissenters’ Rights

Annex F—Proxy Card

Annex A

AGREEMENT AND PLAN OF MERGER

OF

CCG GROUP, INC.

AND

CANTERBURY CONSULTING GROUP, INC.

ARTICLE 1

THE MERGER

Section 1.1

Consummation of Merger; Closing Date

1

Section 1.2

Effect of Merger

2

Section 1.3

Further Assurances

2

Section 1.4

Directors and Officers

3

ARTICLE 2

CONVERSION OF CONSTITUENTS’ CAPITAL SHARES

Section 2.1

Manner of Conversion of Canterbury Shares

3

Section 2.2

Canterbury Stock Options and Related Matters

4

Section 2.3

Effectuating Conversion of Cancelled Canterbury Shares Into Cash

4

Section 2.4

Laws of Escheat

5

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF CANTERBURY

Section 3.1

Corporate Organization

5

Section 3.2

Capitalization

6

Section 3.3

Financial Statements; Filings

6

Section 3.4

Authority; No Violation

6

Section 3.5

Consents and Approvals

7

Section 3.6

Legal Proceedings; Etc.

7

Section 3.7

Taxes and Tax Returns

8

Section 3.8

Registration Obligations

9

Section 3.9

Anti-takeover Provisions

9

Section 3.10

Compliance with Laws

9

Section 3.11

Proxy Materials

10

Section 3.12

Untrue Statements and Omissions

10

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF CCG

Section 4.1

Organization and Related Matters

10

Section 4.2

Authorization

10

Section 4.3

Capitalization

11

i

Section 4.4

Legal Proceedings, Etc

11

Section 4.5

Consents and Approvals

11

Section 4.6

Untrue Statements and Omissions

12

ARTICLE 5

COVENANTS AND AGREEMENTS

Section 5.1

Conduct of the Business of Canterbury

12

Section 5.2

Current Information

13

Section 5.3

Access to Properties; Personnel and Records

13

Section 5.4

Approval of Canterbury Shareholders

15

Section 5.5

No Other Bids

15

Section 5.6

Exemption Under Anti-Takeover Statutes

16

Section 5.7

Publicity

16

Section 5.8

Amendment of Canterbury’s Articles of Incorporation

16

ARTICLE 6

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1

Best Efforts; Cooperation

17

Section 6.2

Shareholder Approvals; Proxy Statement

17

ARTICLE 7

MUTUAL CONDITIONS TO CLOSING

Section 7.1

Shareholder Approval

18

Section 7.2

Litigation

18

ARTICLE 8

CONDITIONS TO THE OBLIGATIONS OF CCG

Section 8.1

Representations and Warranties

18

Section 8.2

Performance of Obligations

19

Section 8.3

Certificate Representing Satisfaction of Conditions

19

Section 8.4

Absence of Adverse Facts

19

ii

Section 8.5

Material Condition

20

Section 8.6

Acknowledgment of Option Cancellation

20

Section 8.7

Outstanding Shares of Canterbury

20

ARTICLE 9

CONDITIONS TO OBLIGATIONS OF CANTERBURY

Section 9.1

Representations and Warranties

21

Section 9.2

Performance of Obligations

21

Section 9.3

Certificate Representing Satisfaction of Conditions

21

Section 9.4

Absence of Adverse Facts

21

Section 9.5

Investment Banking Letter

21

Section 9.6

Delivery of Purchase Price to Exchange Agent

22

ARTICLE 10

TERMINATION, WAIVER AND AMENDMENT

Section 10.1

Termination

22

Section 10.2

Effect of Termination

23

Section 10.3

Amendments

24

Section 10.4

Waivers

24

Section 10.5

Non-Survival of Representations and Warranties

24

ARTICLE 11

MISCELLANEOUS

Section 11.1

Definitions

24

Section 11.2

Entire Agreement

25

Section 11.3

Notices

26

Section 11.4

Severability

27

Section 11.5

Costs and Expenses

27

Section 11.6

Captions

28

Section 11.7

Counterparts

28

Section 11.8

Persons Bound; No Assignment

28

Section 11.9

Governing Law; Arbitration

28

Section 11.10

Exhibits and Schedules

28

Section 11.11

Waiver

28

Section 11.12

Construction of Terms

29

iii

AGREEMENT AND PLAN OF MERGER

OF

CCG GROUP, INC.

AND

CANTERBURY CONSULTING GROUP, INC.

This AGREEMENT AND PLAN OF MERGER, dated as of the 18th day of November, 2004 (this “Agreement”), by and between CCG GROUP, INC., a Pennsylvania corporation (“CCG”), and CANTERBURY CONSULTING GROUP, INC., a Pennsylvania corporation (“Canterbury”).

WITNESSETH THAT:

WHEREAS, the respective Boards of Directors of CCG and Canterbury deem it in the best interests of CCG and of Canterbury, respectively, and of their respective shareholders, that CCG and Canterbury merge pursuant to this Agreement (the “Merger”); and

WHEREAS, the Boards of Directors of CCG and Canterbury have approved this Agreement and have directed that this Agreement be submitted to their respective shareholders for approval and adoption in accordance with the laws of the Commonwealth of Pennsylvania and the United States;

NOW, THEREFORE, in consideration of the premises and the mutual covenants, representations, warranties and agreements herein contained, the parties agree that CCG will be merged with and into Canterbury and that the terms and conditions of the Merger, the mode of carrying the Merger into effect, including the manner of redeeming for cash shares of common stock of Canterbury, $0.001 par value (the “Canterbury Shares”), held by the shareholders of Canterbury other than the Remaining Shareholders (as that term is hereinafter defined), shall be as hereinafter set forth.

ARTICLE 1

 THE MERGER

Section 1.1

Consummation of Merger; Closing Date.

(a)

Subject to the provisions hereof, CCG shall be merged with and into Canterbury (which has heretofore and shall hereinafter be referred to as the

“Merger”) pursuant to the laws of the Commonwealth of Pennsylvania, and Canterbury shall be the surviving corporation (sometimes hereinafter referred to as “Surviving Corporation” when reference is made to it after the Effective Time of the Merger (as defined below)). The Merger shall become effective on the date and at the time on which an Agreement or Articles of Merger have been duly filed with the Department of State of Pennsylvania, unless a later date is specified in such Agreement or Articles of Merger (such time is hereinafter referred to as the “Effective Time of the Merger”). Subject to the terms and conditions hereof, unless CCG and Canterbury otherwise agree in writing to make the Effective Time  of the Merger later than as contemplated below, the Effective Time of the Merger shall occur on the last day of the month in which the later of the following events occurs (i) the effective date (including expiration of any applicable waiting period) of the last required Consent (as defined herein) of any governmental agency having authority over the transactions contemplated under this Agreement and (ii) the date on which the shareholders of both of CCG and Canterbury, to the extent that their approval is required by applicable law, approve the transactions contemplated by this Agreement.  However, in no event will the Effective Time of the Merger extend beyond March 15, 2005.

(b)

The closing of the Merger (the “Closing”) shall take place at the offices of Canterbury, at 352 Stokes Road, Suite 200, Medford, New Jersey 08055 at 1:00 p.m. local time on the day that the Effective Time of the Merger occurs, or such other date, time and place as the parties hereto may agree (the “Closing Date”). Subject to the provisions of this Agreement, at the Closing there shall be delivered to each of the parties hereto the certificates and other documents and instruments required to be so delivered pursuant to this Agreement.

Section 1.2

Effect of Merger.

At the Effective Time of the Merger, CCG shall be merged with and into Canterbury and the separate existence of CCG shall cease in all respects. The Articles of Incorporation and Bylaws of Canterbury, as amended prior to the Effective Time of the Merger, shall be the Articles of Incorporation and the Bylaws of the Surviving Corporation and, until further amended as provided therein and in accordance with applicable law, shall have full force and effect after the Effective Time of the Merger.  The Merger shall have the effects set forth in Chapter 19, Section 1929 of the Pennsylvania Business Corporation Law.  The Surviving Corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of each of the constituent corporations.  All property (real, personal and mixed) and all debts on whatever account, including subscriptions to shares, and all choses in action, all and every other interest, of or belonging to or due to each of the constituent corporations so merged shall be taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed.  The Surviving Corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the constituent corporations so merged and any claim existing or action or proceeding pending by or against either of the constituent corporations may be prosecuted as if the Merger had not taken place or the Surviving Corporation may be substituted in its place.  Neither the rights of creditors nor any liens upon the property of any constituent corporation shall be impaired by the Merger.

Section 1.3

Further Assurances.

From and after the Effective Time of the Merger, as and when requested by the Surviving Corporation, the officers and directors of CCG last in office shall execute and deliver or cause to be executed and delivered in the name of CCG such deeds and other instruments and take or cause to be taken such further or other actions as shall be necessary in order to vest or perfect in or confirm of record or otherwise to the Surviving Corporation title to and possession of all of the property, interests, assets, rights, privileges, immunities, powers, franchises and authority of CCG.

2

Section 1.4

Directors and Officers.

From and after the Effective Time of the Merger, the directors of the Surviving Corporation and officers of the Surviving Corporation shall be those persons serving as directors and officers of CCG immediately prior to the Effective Time of the Merger and those persons serving as directors and officers of Canterbury immediately prior to the Effective Time of the Merger shall cease to serve in such capacity.  The provisions of this Section 1.4 shall be self executing at the Effective Time of the Merger and shall not require any additional action by any party.   

ARTICLE 2

CONVERSION OF CONSTITUENTS’ CAPITAL SHARES

Section 2.1

Manner of Conversion of Canterbury Shares.

Subject to the provisions hereof, as of the Effective Time of the Merger and by virtue of the Merger and without any further action on the part of CCG, Canterbury or the holder of any shares thereof, the shares of the constituent corporations shall be treated as follows:  

(a)

Each Canterbury Share held by the Remaining Shareholders immediately prior to the Effective Time of the Closing, as identified on Disclosure Schedule 2.1 attached hereto, shall continue to be issued and outstanding upon and after the Effective Time of the Merger and shall represent one share of common stock of the Surviving Corporation.  The certificates representing the Canterbury Shares held by the Remaining Shareholders shall, upon and after the Effective Time of the Merger and without the need for action on the part of any party, constitute certificates representing an equal number of shares of common stock of the Surviving Corporation held by such Remaining Shareholders.    

(b)

Except with regard to the Canterbury Shares excluded in (a) above, each Canterbury Share outstanding immediately prior to the Effective Time of the Merger shall be cancelled and the holders thereof shall have the right to receive $0.40 in cash per share.  For the purposes of this Agreement, the Canterbury Shares cancelled pursuant to this Section 2.1(b) shall be referred to as the “Cancelled Canterbury Shares.”

(c)

Each share of common stock of CCG issued and outstanding immediately prior to the Effective Time of the Merger shall be cancelled without consideration.

(d)

Each share of preferred stock of CCG issued and outstanding immediately prior to the Effective Time of the Merger shall be converted into one share of preferred stock of the Surviving Corporation having the rights, privileges and preferences of the preferred stock described in the Amendment to Canterbury’s Articles of Incorporation required under Section 5.8.  The preferred stock of Canterbury described in the Amendment is hereinafter referred to as the “Surviving Corporation Preferred Stock”.  The Surviving Corporation Preferred Stock shall have the same rights, privileges and preferences as the preferred stock of CCG.   Not later than three (3) days after the Closing Date, the Exchange Agent  (as that term is defined below) shall send or cause to be sent to each former holder of record of shares of preferred stock of CCG transmittal materials for use in exchanging their certificates formerly representing shares of preferred stock of CGG for certificates representing an equal number of shares of the Surviving Corporation Preferred Stock.

3

Section 2.2

Canterbury Stock Options and Related Matters.

All rights with respect to Canterbury Shares issuable pursuant to the exercise of stock options (“Canterbury Options”) granted by Canterbury under the Stock Option Plan (the “Canterbury Stock Option Plan”), which are outstanding and not exercised immediately prior to the Effective Time of the Merger shall expire and be canceled as of the Effective Time.  As more fully described in Section 8.6 hereof, it is a condition precedent to Closing that Canterbury  deliver written acknowledgments from the holders of all Canterbury Options of the cancellation of all of such options.

Section 2.3

Effectuating Conversion of Cancelled Canterbury Shares Into Cash.

(a)

American Stock Transfer shall serve as the exchange agent (the “Exchange Agent”). The Exchange Agent may employ sub-agents in connection with performing its duties. No later than one (1) business day prior to the Effective Time of the Merger, CCG will deliver or cause to be delivered to the Exchange Agent the aggregate consideration to be paid for the Cancelled Canterbury Shares. Not later than three (3) days after the Closing Date, the Exchange Agent shall send or cause to be sent to each former holder of record of the Cancelled Canterbury Shares transmittal materials (the “Letter of Transmittal”) for use in exchanging their certificates formerly representing the Cancelled Canterbury Shares for the consideration provided for in this Agreement. The Letter of Transmittal will contain instructions with respect to the surrender of certificates representing the Cancelled Canterbury Shares and the receipt of the consideration contemplated by this Agreement.

(b)

At the Effective Time of the Merger, the stock transfer books of Canterbury shall be closed as to holders of the Cancelled Canterbury Shares immediately prior to the Effective Time of the Merger and no transfer of the Cancelled Canterbury Shares by any such holder shall thereafter be made or recognized and each outstanding certificate formerly representing the Cancelled Canterbury Shares shall, without any action on the part of any holder thereof, be cancelled automatically and shall no longer represent Canterbury Shares. If, after the Effective Time of the Merger, certificates are properly presented to the Exchange Agent and have been paid for in full if purchased from Canterbury, such certificates shall be exchanged for the consideration contemplated by this Agreement into which the Cancelled Canterbury Shares represented thereby were converted in the Merger.

(c)

In the event that any holder of record as of the Effective Time of the Merger of the Cancelled Canterbury Shares is unable to deliver the certificate which represents such holder’s the Cancelled Canterbury Shares, the Exchange Agent, in the absence of actual notice that any the Cancelled Canterbury Shares theretofore represented by any such certificate have been acquired by a bona fide purchaser, may, in its discretion, deliver to such holder the consideration contemplated by this Agreement upon the presentation of all of the following: (i) An affidavit or other evidence to the reasonable satisfaction of the Surviving Corporation that any such certificate has been lost, wrongfully taken or destroyed; (ii) Such security or indemnity as may be reasonably requested by the Surviving Corporation to indemnify and hold the Surviving Corporation harmless in respect of such stock certificate(s); and (iii) Evidence to the satisfaction of the Surviving Corporation that such holder is the owner of the Cancelled Canterbury Shares theretofore represented by each certificate claimed by such holder to be lost, wrongfully taken or destroyed and that such holder is the person who would be entitled to present each such certificate for exchange pursuant to this Agreement.

4

(d)

In the event that the delivery of the consideration contemplated by this Agreement is to be made to a person other than the person in whose name any certificate representing Cancelled Canterbury Shares surrendered is registered, such certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer), with the signature(s) appropriately guaranteed, and otherwise in proper form for transfer, and the person requesting such delivery shall pay any transfer or other taxes required by reason of the delivery to a person other than the registered holder of such certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable.

Section 2.4

Laws of Escheat.

If any of the consideration due or other payments to be paid or delivered to the holders of the Cancelled Canterbury Shares is not paid or delivered within the time period specified by any applicable laws concerning abandoned property, escheat or similar laws, and if such failure to pay or deliver such consideration occurs or arises out of the fact that such property is not claimed by the proper owner thereof, the Surviving Corporation or the Exchange Agent shall be entitled to dispose of any such consideration or other payments in accordance with applicable laws concerning abandoned property, escheat or similar laws. Any other provision of this Agreement notwithstanding, none of Canterbury, CCG, the Exchange Agent, nor any other Person acting on their behalf shall be liable to a holder of Cancelled Canterbury Shares for any amount paid or property delivered in good faith to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar law.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF CANTERBURY

Canterbury hereby represents and warrants to CCG as follows as of the date hereof and as of all times up to and including the Effective Time of the Merger (except as otherwise provided):

Section 3.1

Corporate Organization.

(a)

Canterbury is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Canterbury has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as such business is now being conducted, and is duly licensed or qualified to do business in all such places where the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it make such qualification necessary, except where the failure to be so licensed or qualified would not have a Material Adverse Effect (as defined herein) on the business, assets, operations, financial condition or results of operations (such business, assets, operations, financial condition or results of operations hereinafter collectively referred to as the “Condition”) of Canterbury.

(b)

Canterbury has in effect all federal, state, local and foreign governmental, regulatory and other authorizations, permits and licenses necessary for it to own or lease its properties and assets and to carry on its business as now conducted.

5

Section 3.2

Capitalization.

The authorized capital stock of Canterbury consists of 50,000,000 shares of Canterbury, $0.001 par value common stock, of which 1,965,822 Canterbury Shares are issued and outstanding as of the date hereof (none of which is held in the treasury of Canterbury). All of the issued and outstanding Canterbury Shares have been duly authorized and validly issued in compliance with applicable state and federal securities laws and all such shares are fully paid and nonassessable. Except for the option to convert certain 7¾% Senior Convertible Promissory Notes into 1,000,000 Canterbury Shares, as of the date hereof there are no other outstanding options, warrants, commitments, or other rights or instruments to purchase or acquire any shares of capital stock of Canterbury, or any securities or rights convertible into or exchangeable for shares of capital stock of Canterbury, except the Stock Options set forth on the Disclosure Schedule 3.2, all of which shall be cancelled on or before the Effective Time of the Merger pursuant to Sections 2.2 and 8.6 of this Agreement and Plan of Merger.

Section 3.3

Financial Statements; Filings.

(a)

The financial statements of Canterbury as of and for the years ended  November 30, 2001, November 30, 2002, and November 30, 2003, and for each subsequent calendar quarter or year of Canterbury (the “Financial Statements”) through August 31, 2004 have been prepared in all material respects in accordance with generally accepted accounting principles, which principles have been or will be consistently applied during the periods involved, except as otherwise noted therein, and the books and records of Canterbury have been, are being, and will be maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. Each of the Financial Statements (including the related notes, where applicable) fairly present or will fairly present the financial position of Canterbury as of the respective dates thereof and fairly present or will fairly present the results of operations of Canterbury for the respective periods therein set forth, subject to normal year end audit adjustments in amounts consistent with past experience in the case of unaudited statements.

(b)

Except as set forth in Disclosure Schedule 3.3(b), since November 30, 2003, Canterbury has not incurred any obligation or liability (contingent or otherwise) that has or might reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Condition of Canterbury.

Section 3.4

Authority; No Violation.

(a)

Canterbury has full corporate power and authority to execute and deliver this Agreement and, subject to the approval of the shareholders of Canterbury, to consummate the transactions contemplated hereby. The Board of Directors of Canterbury has duly and validly approved this Agreement and the transactions contemplated hereby, has authorized the execution and delivery of this Agreement, has directed that this Agreement and the transactions contemplated hereby be submitted to Canterbury‘s shareholders for approval at a meeting of such shareholders and, except for the adoption of such Agreement by its shareholders, no other corporate proceeding on the part of Canterbury is necessary to consummate the transactions so contemplated. This Agreement, when duly and validly executed by Canterbury and delivered by Canterbury (and assuming due authorization, execution and delivery by CCG), will constitute a valid and binding obligation of Canterbury, and will be enforceable against Canterbury in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought.

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(b)

Except as set forth in Disclosure Schedule 3.4(b), neither the execution and delivery of this Agreement by Canterbury nor the consummation by Canterbury of the transactions contemplated hereby, nor compliance by Canterbury with any of the terms or provisions hereof, will (i) violate any provision of the Articles of Incorporation or Bylaws of Canterbury, (ii) assuming that approvals referred to herein are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Canterbury or its properties or assets, or (iii) violate, conflict with, result in a breach of any provisions of, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of, accelerate the performance required by or result in the creation of any lien, security interest, charge or other encumbrance upon any of the respective properties or assets of Canterbury under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Canterbury is a party, or by which any of them or any of their respective properties or assets may be bound or affected.  

Section 3.5

Consents and Approvals.

Except for (i) the approval of the shareholders of Canterbury pursuant to the proxy statement of Canterbury relating to the meeting of the shareholders of Canterbury at which the Merger is to be considered (the “Proxy Statement”); (ii) the approval of this Agreement by the shareholders of CCG; (iii) the filing of an Agreement or Articles of Merger with the Commonwealth of Pennsylvania; and (iv) as set forth in Disclosure Schedule 3.5, no Consents of any person are necessary in connection with the execution and delivery by Canterbury of this Agreement, and the consummation by Canterbury of the Merger and the other transactions contemplated hereby.

Section 3.6

Legal Proceedings; Etc.

Except for the arbitration settlement obligation described in Disclosure Schedule 3.3(b) and as otherwise set forth in Disclosure Schedule 3.6, Canterbury is not a party to any, and there are no pending or, to the knowledge of Canterbury, threatened, judicial, administrative, arbitral or other proceedings, claims, actions, causes of action or governmental investigations against Canterbury challenging the validity of the transactions contemplated by this Agreement and, to the knowledge of Canterbury as of the date hereof, there is no proceeding, claim, action or governmental investigation against Canterbury; no judgment, decree, injunction, rule or order of any court, governmental department, commission, agency, instrumentality or arbitrator is outstanding against Canterbury; there is no default by Canterbury under any material contract or agreement to which Canterbury is a

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party; and Canterbury is not a party to any agreement, order or memorandum in writing by or with any third party or governmental entity restricting the operations of Canterbury and Canterbury has not been advised by any governmental entity that any such governmental entity is contemplating issuing or requesting the issuance of any such order or memorandum in the future.

Section 3.7

Taxes and Tax Returns.

(a)

Canterbury has made Baratz & Associates its auditing firm, available to CCG as well as copies of the federal, state and local income tax returns of Canterbury for the years 2001, 2002, and 2003 and all schedules and exhibits thereto.  Such returns have not been examined by the Internal Revenue Service or any other taxing authority. Except as reflected in Disclosure Schedule 3.7 Canterbury has duly filed (or obtained extensions to file) in correct form in all material respects all federal, state and local information returns and tax returns required to be filed on or prior to the date hereof, and Canterbury has duly paid or made adequate provisions for the payment of all taxes and other governmental charges which are owed by Canterbury to any federal, state or local taxing authorities, whether or not reflected in such returns (including, without limitation, those owed in respect of the properties, income, business, capital stock, deposits, franchises, licenses, sales and payrolls of Canterbury, other than taxes and other charges which (i) are not yet delinquent or are being contested in good faith or (ii) have not been finally determined. The amounts set forth as liabilities for taxes on the Financial Statements are sufficient, in the aggregate, for the payment of all unpaid federal, state and local taxes (including any interest or penalties thereon), whether or not disputed, accrued or applicable, for the periods then ended, and have been computed in accordance with generally accepted accounting principles. Canterbury is not responsible for the taxes of any other person, under Treasury Regulation 1.1502-6 or any similar provision of federal, state or foreign law.

(b)

Except as disclosed in Disclosure Schedule 3.7, Canterbury has not executed an extension or waiver of any statute of limitations on the assessment or collection of any federal, state or local taxes due, and deferred taxes of Canterbury, have been adequately provided for in the Financial Statements of Canterbury, or the Financial Statements.

(c)

Except as disclosed in Disclosure Schedule 3.7, Canterbury has not made any payment, is not obligated to make any payment and is not a party to any contract, agreement or other arrangement that could obligate it to make any payment that would be disallowed as a deduction under Section 280G or 162(m) of the Code.

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(d)

(i) Proper and accurate amounts have been withheld by Canterbury from its employees and others for all prior periods in compliance in all material respects with the tax withholding provisions of all applicable federal, state and local laws and regulations, and proper due diligence steps have been taken in connection with back-up withholding, (ii) federal, state and local returns have been filed by Canterbury for all periods for which returns were due with respect to withholding, Social Security and unemployment taxes or charges due to any federal, state or local taxing authority and (iii) the amounts shown on such returns to be due and payable have been paid in full or adequate provision therefor have been included by Canterbury.

Section 3.8

Registration Obligations.

Canterbury is not under any obligation, contingent or otherwise, which will survive the Merger to register any of its securities under the Securities Act of 1933 or any state securities laws.

Section 3.9

Antitakeover Provisions.

Canterbury has taken all actions required to exempt Canterbury, this Agreement and the Merger from any provisions of an antitakeover nature contained in their organizational documents, and the provisions of any federal or state “antitakeover,” “fair price,” “moratorium,” “control share acquisition” or similar laws or regulations.

Section 3.10

Compliance with Laws.

Canterbury has conducted its business in accordance with all applicable federal, foreign, state and local laws, regulations and orders, and is in compliance with such laws, regulations and orders in all material respects.  Except as disclosed in Disclosure Schedule 3.10, Canterbury: (a) is not aware of or has no reason to believe that it is in violation of any laws, orders or permits applicable to its business or the employees or agents or representatives conducting its business; and (b) has not received a notification or communication from any agency or department of any federal, state or local governmental authority (i) asserting that Canterbury is not in compliance with any laws or orders which such governmental authority enforces, (ii) threatening to revoke any permit, (iii) requiring Canterbury to enter into any cease and desist order, formal or informal agreement, commitment or memorandum of understanding, or to adopt any resolutions or similar undertakings, or (iv) directing, restricting or limiting, or purporting to direct, restrict or limit in any manner, the operations of Canterbury.

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Section 3.11

Proxy Materials.

The Proxy Statement to be mailed to the shareholders of Canterbury in connection with the solicitation of their approval of this Agreement will be prepared in accordance with requirements of applicable law. The legal responsibility for the contents of such Proxy Statement (other than information supplied by CCG concerning CCG) shall be and remain with Canterbury.

Section 3.12

Untrue Statements and Omissions.

No representation or warranty contained in Article 3 of this Agreement or in the Disclosure Schedules contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF CCG

CCG hereby represents and warrants to Canterbury as follows as of the date hereof and also on the Effective Time of the Merger (except as otherwise provided):

Section 4.1

Organization and Related Matters.

CCG is a corporation duly organized, validly existing and in good standing under the laws of Pennsylvania.  CCG has the corporate power and authority to own or lease all of its properties and assets and to carry on its business as now conducted, or as proposed to be conducted pursuant to this Agreement, and CCG is licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by CCG, or the character or location of the properties and assets owned or leased by CCG makes such licensing or qualification necessary, except where the failure to be so licensed or qualified (or steps necessary to cure such failure) would not have a Material Adverse Effect on the Condition (as defined in Section 3.1) of CCG.  

Section 4.2

Authorization.

The execution, delivery, and performance of this Agreement, and the consummation of the transactions contemplated hereby and in any related agreements, have been or, as of the Effective Time of the Merger, will have been duly authorized by the Board of Directors of CCG, and no other corporate proceedings on the part of CCG are or will be necessary to authorize this

10

Agreement and the transactions contemplated hereby. This Agreement is the valid and binding obligation of CCG enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any provision of the Articles of Incorporation or Bylaws of CCG or, (ii) to CCG’s knowledge and assuming that any necessary Consents are duly obtained violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to CCG or CCG or any of its material properties or assets.

Section 4.3

Capitalization.

The authorized capital stock of CCG consists of 1,000 shares of common stock, $0.001 par value, of which 100 shares are issued and outstanding as of the date of hereof, and 5,000,000 shares of preferred stock, no par value, of which 1,662,500 shares will be issued and outstanding as of the date of the Merger.  All of the issued and outstanding shares of CCG common stock and preferred stock have been duly authorized and validly issued in compliance with applicable state and federal securities laws, and all such shares are fully paid and non-assessable.  Disclosure Schedule 4.3 attached hereto lists the names of all holders of CCG common stock and/or preferred stock.

Section 4.4

Legal Proceedings, Etc.

CCG is not a party to any, and there have been no pending, or, to the knowledge of CCG, threatened, legal, administrative, arbitral or other proceedings, claims, actions, causes of action or governmental investigations of any nature against CCG challenging the validity or propriety of the transactions contemplated by this Agreement.

Section 4.5

Consents and Approvals.

Except for (i) approval of this Agreement by the respective shareholders of CCG and Canterbury; and (ii) filing of Articles or Agreement of Merger with the Commonwealth of Pennsylvania, no consents or approvals by, or filings or registrations with, any third party or any public body, agency or authority are necessary in connection with the execution and delivery by CCG or, to the knowledge of CCG, by Canterbury of this Agreement, and the consummation of the Merger and the other transactions contemplated hereby.

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Section 4.6  

Untrue Statements and Omissions.

No representation or warranty contained in Article 4 of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

ARTICLE 5

COVENANTS AND AGREEMENTS

 Section 5.1

Conduct of the Business of Canterbury.

(a)  

During the period from the date of this Agreement to the Effective Time of the Merger, Canterbury shall, (i) conduct its business in the usual, regular and ordinary course consistent with past practice and prudent banking principles, (ii) use its best efforts to maintain and preserve intact for itself and for CCG its business organization, employees, goodwill with customers and advantageous business relationships and retain the services of its officers and key employees, and (iii) except as required by law or regulation, take no action which would adversely affect or delay the ability of Canterbury or CCG to obtain any approvals required for the consummation of the transactions contemplated hereby or to perform its covenants and agreements under this Agreement.

(b)

During the period from the date of this Agreement to the Effective Time of the Merger, except as required by law or regulation, Canterbury shall not, without the prior written consent of CCG or as otherwise contemplated herein, to: (i) change, delete or add any provision of or to the Articles of Incorporation or Bylaws of Canterbury; (ii) change the number of shares of the authorized, issued or outstanding capital stock of Canterbury, including any issuance, purchase, redemption, split, combination or reclassification thereof, or issue or grant any option, warrant, call, commitment, subscription, right or agreement to purchase relating to the authorized or issued capital stock of Canterbury, declare, or set aside or pay any dividend or other distribution with respect to the outstanding capital stock of Canterbury; (iii) incur any material liabilities or material obligations, whether directly or by way of guaranty, including any obligation for borrowed money, or whether evidenced by any note, bond, debenture, or similar instrument, except in the ordinary course of business consistent with past practice; (iv) make any capital expenditures individually in excess of $10,000, other than pursuant to binding commitments entered into in the ordinary course of business; (v) sell, transfer, convey or otherwise dispose of any real property or interest therein having a book

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value in excess of or in exchange for consideration in excess of $25,000; (vi) pay any bonuses to any executive officer except pursuant to the terms of an enforceable written employment agreement; enter into any new, or amend in any respect any existing, employment, consulting, non-competition or independent contractor agreement with any person; alter the terms of any existing incentive bonus or commission plan; adopt any new or amend in any material respect any existing employee benefit plan, except as may be required by law; grant any general increase in compensation to its employees as a class or to its officers except for non-executive officers in the ordinary course of business and consistent with past practices and policies or except in accordance with the terms of an enforceable written agreement; grant any material increase in fees or other increase in compensation or in other benefits to any of its directors; or effect any change in any material respect in retirement benefits to any class of employees or officers, except as required by law; (vii) enter into or extend any agreement, lease or license relating to real property or personal property, relating to Canterbury; (viii) acquire the assets or equity securities of any Person or acquire direct or indirect control of any person; (ix) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article 7 not being satisfied; or (x) commence any cause of action or proceeding other than in accordance with past practice or settle any action, claim, arbitration, complaint, criminal prosecution, demand letter, governmental or other examination or investigation, hearing, inquiry or other proceeding against Canterbury for material money damages or restrictions upon any of their operations.

Section 5.2

Current Information.

Canterbury will promptly notify CCG of any material change in the  business or the operations or the properties of Canterbury, any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) affecting Canterbury, the institution or the threat of litigation, claims, threats or causes of action involving Canterbury, and will keep CCG fully informed of such events. Canterbury will furnish to CCG, promptly after the preparation and/or receipt by Canterbury thereof, copies of its unaudited monthly financial statements for the month then ended, and such financial statements shall, upon delivery to CCG, be treated, for purposes of Section 3.3 hereof, as among the Financial Statements.

Section 5.3

Access to Properties; Personnel and Records.

(a)

For so long as this Agreement shall remain in effect, Canterbury shall permit CCG or its agents full access, during normal business hours and upon reasonable notice, to the properties of Canterbury, and shall disclose and make

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available (together with the right to copy) to CCG and to its internal auditors, attorneys, accountants and other representatives, all books, papers and records relating to the assets, stock, properties, operations, obligations and liabilities of Canterbury, including all books of account (including the general ledger), tax records, minute books of directors’ and shareholders’ meetings, organizational documents, bylaws, contracts and agreements, filings with any regulatory agency, unless considered confidential by such regulatory agency, correspondence with regulatory or taxing authorities, documents relating to assets, titles, abstracts, appraisals, consultant’s reports, plans affecting employees, securities transfer records and stockholder lists, and any other assets, business activities or prospects in which CCG may have a reasonable interest, and Canterbury shall use its reasonable best efforts to provide CCG and its representatives access to the work papers of Canterbury’s accountants.  Canterbury shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of any customer, would contravene any law, rule, regulation, order or judgment, would violate any fiduciary obligations or duties of the officers or directors of Canterbury or would violate any confidentiality agreement; provided that Canterbury, shall cooperate with CCG in seeking to obtain Consents from appropriate parties under whose rights or authority access is otherwise restricted. The foregoing rights granted to CCG shall not, whether or not and regardless of the extent to which the same are exercised, affect the representations and warranties made in this Agreement by Canterbury.

(b)

All information furnished by the parties hereto pursuant to this Agreement shall be treated as the sole property of the party providing such information until the consummation of the Merger contemplated hereby and, if such transaction shall not occur, the party receiving the information shall return to the party which furnished such information, all documents or other materials containing, reflecting or referring to such information, shall use its best efforts to keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purposes. The obligation to keep such information confidential shall continue for five (5) years from the date the proposed transactions are abandoned but shall not apply to (i) any information which (A) the party receiving the information was already in possession of prior to disclosure thereof by the party furnishing the information, (B) was then available to the public, or (C) became available to the public through no fault of the party receiving the information; or (ii) disclosures pursuant to a legal requirement or in accordance with an order of a court of competent jurisdiction or regulatory agency; provided, however, the party which is the subject of any such legal requirement or order shall use its best efforts to give the other party at least ten (10) business days prior notice thereof so that such other party may seek a protective order or other appropriate remedy, and provided further, in the event such other party is unable to

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obtain a protective order or such other remedy, the party that is subject to such legal requirement shall furnish only that portion of such information which it is advised by counsel is legally required and shall use best efforts to insure that confidential treatment will be accorded such information. Each party hereto acknowledges and agrees that a breach of any of their respective obligations under this Section 5.3 would cause the other irreparable harm for which there is no adequate remedy at law, and that, accordingly, each is entitled to injunctive and other equitable relief for the enforcement thereof in addition to damages or any other relief available at law.

Section 5.4

Approval of Canterbury Shareholders.

Canterbury will take all steps necessary under applicable laws to call, give notice of, convene and hold a meeting of its shareholders for the purpose of approving this Agreement and the transactions contemplated hereby and for such other purposes consistent with the complete performance of this Agreement as may be necessary or desirable. The Board of Directors of Canterbury will recommend to its shareholders the approval of this Agreement and the transactions contemplated hereby and Canterbury will use its best efforts to obtain the necessary approvals by its shareholders of this Agreement and the transactions contemplated hereby.

Section 5.5

No Other Bids.

For as long as this Agreement is in effect, except with respect to this Agreement and the transactions contemplated hereby, neither Canterbury nor any “affiliate” (as defined below) thereof, nor any investment banker, attorney, accountant or other representative (collectively, “representative”) retained by Canterbury shall directly or indirectly initiate, solicit, encourage or otherwise facilitate any inquiries or the making of any proposal or offer that constitutes, or may reasonably be expected to lead to, any “takeover proposal” (as defined below) by any other party. Except to the extent Canterbury’s Board of Directors has been advised in writing by counsel to such Board of Directors that the failure to do so could be a breach of its fiduciary duties, neither Canterbury nor any affiliate or representative thereof shall furnish any non-public information that it is not legally obligated to furnish or negotiate or enter into any agreement or contract with respect to any takeover proposal, and shall direct and use its reasonable efforts to cause its affiliates or representatives not to engage in any of the foregoing, but Canterbury may communicate information about such a takeover proposal to its shareholders if and to the extent it is required to do so in order to comply with its legal obligations as advised in writing by counsel. Canterbury shall promptly notify CCG orally and in writing in the event that it receives any inquiry or proposal relating to any such transaction. Canterbury shall immediately cease and cause to be terminated as of the date of this Agreement any existing activities, discussions or negotiations with

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any other parties conducted heretofore with respect to any of the foregoing. As used in this Section 5.5, an “affiliate” of a party means (i) any other party directly or indirectly controlling, controlled by or under common control with such party, (ii) any executive officer, director, partner, employer or direct or indirect beneficial owner of a 10% or greater equity or voting interest in such party, or (iii) any other party for which a party described in clause (ii) acts in any such capacity. As used in this Section 5.5, “takeover proposal” shall mean any proposal for a merger or other business combination involving Canterbury or for the acquisition of a significant equity interest in Canterbury or for the acquisition of a significant portion of the assets or liabilities of Canterbury.

Section 5.6

Exemption Under Anti-Takeover Statutes.

Prior to the Effective Time of the Merger, Canterbury will use its best efforts to take all steps required to exempt the transactions contemplated by this Agreement from any applicable state anti-takeover law.

Section 5.7

Publicity.

Except as otherwise required by law or the rules of NASDAQ, so long as Canterbury is listed on NASDAQ and this Agreement is in effect, neither CCG nor Canterbury shall, or shall permit any of their respective subsidiaries or Affiliates to, issue or cause the publication of any press release or other public announcement with respect to, or otherwise make any public statement concerning, the transactions contemplated by this Agreement without the consent of the other party, which consent shall not be unreasonably withheld. In the event such press release, public statement or public announcement is required by law, the announcing party will give the other party advance notice of such and provide a copy of the proposed release, statement or announcement to the other party.

Section 5.8

Amendment of Canterbury’s Articles of Incorporation.

Prior to the Effective Time of the Merger, Canterbury shall take, or cause to be taken, all steps reasonably required to amend Canterbury’s Articles of Incorporation (the “Amendment”).  The Amendment shall be filed with the Department of State of Pennsylvania and shall be effective prior to the Effective Time of the Merger.

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ARTICLE 6

ADDITIONAL COVENANTS AND AGREEMENTS

Section 6.1

Efforts; Cooperation.

Subject to the terms and conditions herein provided, each of the parties hereto agrees to use its commercially reasonable best efforts promptly to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations, or otherwise, including attempting to obtain all necessary Consents, to consummate and make effective, as soon as practicable, the transactions contemplated by this Agreement.  

Section 6.2

Shareholder Approvals; Proxy Statement.

(a)

Each of CCG and Canterbury shall call a meeting of its shareholders (the “Shareholder Meeting”) for the purpose of voting on the Merger and shall take all action necessary or advisable to obtain shareholder approval of the Merger and each of CCG and Canterbury agrees that this Agreement and the Merger shall be submitted to the shareholders at such meeting.  The Shareholder Meetings shall be held as soon as practicable and each of CCG and Canterbury will, through its respective Board of Directors, subject to this Agreement, recommend to its respective shareholders the approval of the Merger.  Subject to the terms hereof, Canterbury agrees that it shall include in the Proxy Statement the recommendation of its Board of Directors to the shareholders to approve and adopt this Agreement and approve the Merger.  

(b)

Canterbury will, as soon as practicable, prepare and file a preliminary Proxy Statement (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”) and will use its reasonable best efforts to respond to any comments of the SEC or its staff and to cause the Proxy Statement to be cleared by the SEC.  Canterbury will provide a copy of the Proxy Statement to CCG and notify CCG of the receipt of any comments from the SEC or its staff of any request by the SEC or its staff for amendments or supplements to Proxy Statement or for additional information and will supply CCG with copies of all correspondence between Canterbury or any of its representatives on the one hand, and the SEC or its staff on the other hand, with respect to the Proxy Statement or the Merger.  Each of Canterbury and CCG agree to use their reasonable best efforts, after consultation with the other parties hereto, to respond promptly to all such comments of and requests by the SEC.  As promptly as practicable after the Proxy Statement has been cleared by the SEC, Canterbury shall mail the Proxy Statement to its shareholders.  If at any time prior to the approval of this Agreement by Canterbury shareholders there shall occur any event that should be set forth in an amendment or supplement to the Proxy Statement, Canterbury will prepare and mail to its shareholders such an amendment or supplement.  Canterbury shall not use any proxy material in connection with the meeting of the shareholders without CCGs

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prior approval.

(c)

Each of CCG and Canterbury shall use its commercially reasonable efforts to obtain the necessary approvals by its respective shareholders of the Merger, this Agreement and the transactions contemplated hereby.

ARTICLE 7

MUTUAL CONDITIONS TO CLOSING

The obligations of CCG, on the one hand, and Canterbury, on the other hand, to consummate the transactions provided for herein shall be subject to the satisfaction of the following conditions, unless waived as hereinafter provided for:

Section 7.1

Shareholder Approval.

The Merger shall have been approved by the requisite vote of the shareholders of Canterbury and CCG.

Section 7.2

Litigation.

There shall be no actual or threatened causes of action, investigations or proceedings (i) challenging the validity or legality of this Agreement or the consummation of the transactions contemplated by this Agreement, or (ii) seeking damages in connection with the transactions contemplated by this Agreement, or (iii) seeking to restrain or invalidate the transactions contemplated by this Agreement, which and in the reasonable judgment of either CCG or Canterbury, based upon advice of counsel, would have a Material Adverse Effect with respect to the interests of CCG or Canterbury, as the case may be.

ARTICLE 8

CONDITIONS TO THE OBLIGATIONS OF CCG

The obligations of CCG to consummate the Merger are subject to the fulfillment of each of the following conditions, unless waived as hereinafter provided for:

Section 8.1

Representations and Warranties.

The representations and warranties of Canterbury set forth in this Agreement and in any certificate or document delivered pursuant hereto shall be true and correct in all material respects as of the date of this Agreement and as of all times

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up to and including the Effective Time of the Merger (as though made on and as of the Effective Time of the Merger except to the extent such representations and warranties are by their express provisions made as of a specified date and except for changes therein contemplated by this Agreement).

Section 8.2

Performance of Obligations.

Canterbury shall have performed in all material respects all covenants, obligations and agreements required to be performed by it under this Agreement prior to the Effective Time of the Merger.

Section 8.3

Certificate Representing Satisfaction of Conditions.

Canterbury shall have delivered to CCG a certificate of the Chief Executive Officer of Canterbury dated as of the Closing Date as to the satisfaction of the matters described in Sections 8.1 and 8.2 hereof, and such certificate shall be deemed to constitute additional representations, warranties, covenants, and agreements of Canterbury under Article 3 of this Agreement.

Section 8.4

Absence of Adverse Facts.

There shall have been no determination by CCG that any fact, event or condition exists or has occurred that, in the good faith judgment of CCG,

(a)

would have a Material Adverse Effect on, or which may be foreseen to have a Material Adverse Effect on, the Condition of Canterbury on a consolidated basis or the consummation of the transactions contemplated by this Agreement,

(b)

would be of such significance with respect to the business or economic benefits expected to be obtained by CCG pursuant to this Agreement as to render inadvisable the consummation of the transactions pursuant to this Agreement,

(c)

would be materially adverse to the interests of CCG on a consolidated basis or

(d)

would render the Merger or the other transactions contemplated by this Agreement impracticable because of any state of war, national emergency, banking moratorium or general suspension of trading on NASDAQ, provided, however, that none of the events or conditions set forth in this Section 8.4(d) shall be a basis for terminating this Agreement, but shall only be a basis for delaying the Closing until such event or condition ends, subject, however, to Section 10.1(b),

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which allows any party to terminate this Agreement if the Merger has not occurred on or prior to March 15, 2005.

Section 8.5

Material Condition.

There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the Merger by any governmental authority which, in connection with the grant of any consent by any such governmental authority, imposes, in the good faith judgment of CCG, any material adverse requirement upon CCG, without limitation, any requirement that CCG, materially modify its operations or sell or dispose of any significant amount of assets.

Section 8.6

Acknowledgment of Stock Option Cancellation.

Each Canterbury Stock Option shall be canceled and terminated in accordance with Section 2.2 hereof as of the Effective Time of the Merger and Canterbury shall use its best efforts to obtain from each holder of a Canterbury Stock Option outstanding immediately prior to the Effective Time of the Merger such documents as CCG, with the advice of counsel, may deem necessary to evidence the cancellation and termination of such Canterbury Stock Options and the release of any rights under the Canterbury Options and the Canterbury Stock Option Plans.

Section 8.7

Outstanding Shares of Canterbury.

The total number of Canterbury Shares outstanding as of the Effective Time of the Merger and the total number of Canterbury Shares covered by any Stock Option, commitment, or other right or instrument to purchase or acquire any Canterbury Shares that are outstanding as of the Effective Time of the Merger, including any securities or rights convertible into or exchangeable for Canterbury Shares, shall not exceed 3,500,000 shares in the aggregate.

ARTICLE 9

CONDITIONS TO OBLIGATIONS OF CANTERBURY

The obligation of Canterbury to consummate the Merger as contemplated herein is subject to fulfillment of each of the following conditions, unless waived as hereinafter provided for:

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Section 9.1

Representations and Warranties.

The representations and warranties of CCG contained in this Agreement or in any certificate or document delivered pursuant to the provisions hereof will be true and correct, in all material respects, as of the Effective Time of the Merger (as though made on and as of the Effective Time of the Merger), except to the extent such representations and warranties are by their express provisions made as of a specified date and except for changes therein contemplated by this Agreement.

Section 9.2

Performance of Obligations.

CCG shall have performed all covenants, obligations and agreements required to be performed by them and under this Agreement prior to the Effective Time of the Merger.

Section 9.3

Certificate Representing Satisfaction of Conditions.

CCG shall have delivered to Canterbury a certificate dated as of the Effective Time of the Merger as to the satisfaction of the matters described in Sections 9.1 and 9.2 hereof, and such certificate shall be deemed to constitute additional representations, warranties, covenants, and agreements of CCG under Article 4 of this Agreement.

Section 9.4

Absence of Adverse Facts.

There shall have been no determination by Canterbury that any fact, event or condition exists or has occurred that, in the judgment of Canterbury, would render the Merger or the other transactions contemplated by this Agreement impracticable because of any state of war, national emergency, banking moratorium, or a general suspension of trading on NASDAQ, provided, however, that none of the events or conditions set forth in this Section 9.4 shall be a basis for terminating this Agreement, but shall only be a basis for delaying the Closing until such event or condition ends, subject, however, to Section 10.1(b), which allows any party to terminate this Agreement if the Merger has not occurred on or prior to March 15, 2005.

Section 9.5

Investment Banking Letter.

Canterbury shall have received a written opinion in form and substance satisfactory to it from vFinance Investments, Inc., a recognized middle market investment banking firm, publicly traded under the symbol “VFIN”,  addressed to Canterbury, to the effect that the terms of the Merger, including the

21

per share price, are fair, from a financial point of view, to the shareholders of Canterbury.

Section 9.6

Delivery of Purchase Price to Exchange Agent.

Canterbury shall have received written confirmation from the Exchange Agent that CCG has delivered to the Exchange Agent the aggregate consideration to be paid for the Cancelled Canterbury Shares pursuant to Section 2.1(b) hereof.

ARTICLE 10

TERMINATION, WAIVER AND AMENDMENT

 Section 10.1 Termination.

This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time of the Merger:

(a)

by the mutual consent in writing of the Board of Directors of CCG and Canterbury; or

(b)

by the Board of Directors of CCG or Canterbury if the Merger shall not have occurred on or prior to March 15, 2005; or

(c)

by the Board of Directors of CCG or Canterbury (provided that the terminating party is not then in breach of any representation or warranty contained in this Agreement under the applicable standard set forth in Section 8.1 of this Agreement in the case of Canterbury and Section 9.1 in the case of CCG or in breach of any covenant or agreement contained in this Agreement) in the event of a material inaccuracy of any representation or warranty of the other party contained in this Agreement which cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such inaccuracy and which inaccuracy would provide the terminating party the ability to refuse to consummate the Merger under the applicable standard set forth in Section 8.1 of this Agreement in the case of Canterbury and Section 9.1 of this Agreement in the case of CCG; or

(d)

by the Board of Directors of CCG or Canterbury (provided that the terminating party is not then in breach of any representation or warranty contained in this Agreement under the applicable standard set forth in Section 8.1 of this Agreement in the case of Canterbury and Section 9.1 in the case of CCG or in breach of any covenant or other agreement contained in this Agreement) in the event of a material breach by the other party of any covenant or agreement

22

contained in this Agreement which cannot be or has not been cured within thirty (30) days after the giving of written notice to the breaching party of such breach; or

(e)

by the Board of Directors of CCG or Canterbury in the event (i) any Consent of any governmental authority required for consummation of the Merger and the other transactions contemplated hereby shall have been denied by final nonappealable action of such authority or if any action taken by such authority is not appealed within the time limit for appeal, or (ii) the shareholders of either CCG or Canterbury fail to vote their approval of this Agreement and the Merger and the transactions contemplated hereby as required by applicable law at the applicable shareholders’ meeting where the transactions were presented to such shareholders for approval and voted upon; or

(f)

by the Board of Directors of CCG or Canterbury (provided that the terminating party is not then in breach of any representation or warranty contained in this Agreement under the applicable standard set forth in Section 8.1 of this Agreement in this case of Canterbury and Section 9.1 in the case of CCG or in breach of any covenant or agreement contained in this Agreement) in the event that any of the conditions precedent to the obligations of such party to consummate the Merger (other than as contemplated by Section 10.1(e) of this Agreement) cannot be satisfied or fulfilled by the date specified in Section 10.1(b) of this Agreement as the date after which such party may terminate this Agreement.

Section 10.2

Effect of Termination.

In the event of the termination and abandonment of this Agreement pursuant to Section 10.1 of this Agreement, the Agreement shall terminate and have no effect, except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

23

Section 10.3

Amendments.

To the extent permitted by law, this Agreement may be amended by a subsequent writing signed by each of CCG and Canterbury.

Section 10.4

Waivers.

Subject to Section 11.11 hereof, prior to or at the Effective Time of the Merger, CCG on the one hand, and Canterbury, on the other hand, shall have the right to waive any default in the performance of any term of this Agreement by the other, to waive or extend the time for the compliance or fulfillment by the other of any and all of the other’s obligations under this Agreement and to waive any or all of the conditions to its obligations under this Agreement, except any condition, which, if not satisfied, would result in the violation of any law or any applicable governmental regulation.

Section 10.5

Non-Survival of Representations and Warranties.

The representations, warranties, covenants or agreements in this Agreement or in any instrument delivered by CCG or Canterbury shall not survive the Effective Time of Merger, except that Article 2 and Section 5.3(b), shall survive the Effective Time of the Merger, and any representation, warranty or agreement in any agreement, contract, report, opinion, undertaking or other document or instrument delivered hereunder in whole or in part by any person other than CCG, Canterbury (or directors and officers thereof in their capacities as such) shall survive the Effective Time of Merger; provided that no representation or warranty of CCG or Canterbury contained herein shall be deemed to be terminated or extinguished so as to deprive CCG, on the one hand, and Canterbury, on the other hand, of any defense at law or in equity which any of them otherwise would have to any claim against them by any person, including, without limitation, any shareholder or former shareholder of either party. No representation or warranty in this Agreement shall be affected or deemed waived by reason of the fact that CCG or Canterbury and/or its representatives knew or should have known that any such representation or warranty was, is, might be or might have been inaccurate in any respect.

ARTICLE 11

MISCELLANEOUS

Section 11.1

Definitions.

Except as otherwise provided herein, the capitalized terms set forth below (in

24

their singular and plural forms as applicable) shall have the following meanings:

“Affiliate” of a person shall mean (i) any other person directly or indirectly through one or more intermediaries controlling, controlled by or under common control of such person, (ii) any officer, director, partner, employer or direct or indirect beneficial owner of any 10% or greater equity of voting interest of such person or (iii) any other persons for which a person described in clause (ii) acts in any such capacity.

“Consent” shall mean a consent, approval or authorization, waiver, clearance, exemption or similar affirmation by any person pursuant to any lease, contract, permit, law, regulation or order.

“Material Adverse Effect” on CCG or Canterbury shall mean an event, change, or occurrence which, individually or together with any other event, change or occurrence, (i) has or is reasonably likely to have a material adverse effect on the financial condition, results of operations, regulatory rating, business, prospects or shareholders equity of CCG or Canterbury, (ii) materially impairs the ability of CCG or Canterbury to perform its obligations under this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement, or (iii) involves Canterbury and would be materially adverse to the interests of CCG; provided that “Material Adverse Effect” shall not be deemed to include the impact of:

(a)

actions and omissions of CCG or Canterbury taken with the prior written consent of the other in contemplation of the transactions contemplated hereby, and

(b)

the direct effects of compliance with this Agreement on the operating performance of the parties, including expenses incurred by the parties in consummating the transactions contemplated by this Agreement or relating to any litigation arising as a result of the Merger; provided that with respect to Canterbury, only if and to the extent any such expenses payable to third parties are disclosed by Canterbury or incurred by Canterbury following the date hereof as permitted by this Agreement.

“Remaining Shareholders” shall mean those holders of Canterbury Shares listed on Disclosure Schedule 2.1 attached hereto.  

Section 11.2

Entire Agreement.

This Agreement and the documents referred to herein contain the entire agreement among CCG and Canterbury with respect to the transactions

25

contemplated hereunder and this Agreement supersedes all prior arrangements or understandings with respect thereto, whether written or oral. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, firm, corporation or entity, other than the parties hereto and their respective successors, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 11.3

Notices.

All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally or sent by first class or registered or certified mail, postage prepaid, telegram or telex or other facsimile transmission addressed as follows:  

If to Canterbury:  

Special Committee of the Board of Directors

Stephen Vineberg and Paul Shapiro

c/o Canterbury Consulting Group, Inc.

352 Stokes Road, Suite 200

Medford, New Jersey  08055

(fax)

609-953-0062

With a copy to:

John M. Oakey, III, Esquire

Williams Mullen

Post Office Box 1320

Richmond, Virginia  23218-1320

(fax)

(804) 783-6507

If to CCG, then to:

Kevin J. McAndrew, President

P.O. Box 1371

Medford, New Jersey  08055

(fax) (609) 654-7694

With a copy to:

Steven J. Schaffer, Esquire

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Burns & Schaffer

17 Hanover Road

Florham Park, New Jersey  07932

(fax) (973) 822-9016

All such notices or other communications shall be deemed to have been delivered (i) upon receipt when delivery is made by hand, (ii) on the third (3rd) business day after deposit in the United States mail when delivery is made by first class, registered or certified mail, and (iii) upon transmission when made by telegram, telex or other facsimile transmission if evidenced by a sender transmission completed confirmation.

Section 11.4

Severability.

If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other competent authority to be invalid, void or unenforceable or against public or regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and in no way shall be affected, impaired or invalidated, if, but only if, pursuant to such remaining terms, provisions, covenants and restrictions the Merger may be consummated in substantially the same manner as set forth in this Agreement as of the later of the date this Agreement was executed or last amended.

Section 11.5

Costs and Expenses.

(a)  

Except as set forth in Section 11.6(b), expenses incurred by Canterbury on the one hand and CCG on the other hand, in connection with or related to the authorization, preparation and execution of this Agreement, the solicitation of shareholder approval and all other matters related to the closing of the transactions contemplated hereby, including all fees and expenses of agents, representatives, counsel and accountants employed by either such party or its affiliates, shall be borne solely and entirely by the party which has incurred same.

(b)

Notwithstanding the provisions of Section 11.6(a) hereof, if for any reason the Merger is not approved by the shareholders of Canterbury as required, Canterbury shall bear and pay all of the costs and expenses incurred by CCG with respect to the fees and expenses of accountants, counsel, consultants, printers and others involved in the transactions contemplated by this Agreement.  

Final settlement with respect to the payment of such fees and

27

expenses by the parties shall be made within thirty (30) days after the termination of this Agreement.

Section 11.6

Captions.

The captions as to contents of particular articles, sections or paragraphs contained in this Agreement and the table of contents hereto are inserted only for convenience and are in no way to be construed as part of this Agreement or as a limitation on the scope of the particular articles, sections or paragraphs to which they refer.  

Section 11.7

Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document with the same force and effect as though all parties had executed the same document.

Section 11.8

Persons Bound; No Assignment.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, distributees, and assigns, but notwithstanding the foregoing, this Agreement may not be assigned by any party hereto unless the prior written consent of the other parties is first obtained (other than by CCG to another affiliate of CCG).

Section 11.9 Governing Law.

This Agreement is made and shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (without respect to its conflicts of laws principles).

Section 11.10 Exhibits and Schedules.

Each of the exhibits and schedules attached hereto is an integral part of this Agreement and shall be applicable as if set forth in full at the point in the Agreement where reference to it is made.

Section 11.11 Waiver.

The waiver by any party of the performance of any agreement, covenant, condition or warranty contained herein shall not invalidate this Agreement, nor shall

28

it be considered a waiver of any other agreement, covenant, condition or warranty contained in this Agreement. A waiver by any party of the time for performing any act shall not be deemed a waiver of the time for performing any other act or an act required to be performed at a later time. The exercise of any remedy provided by law, equity or otherwise and the provisions in this Agreement for any remedy shall not exclude any other remedy unless it is expressly excluded. The waiver of any provision of this Agreement must be signed by the party or parties against whom enforcement of the waiver is sought. This Agreement and any exhibit, memorandum or schedule hereto or delivered in connection herewith may be amended only by a writing signed on behalf of each party hereto.

Section 11.12  Construction of Terms.

Whenever used in this Agreement, the singular number shall include the plural and the plural the singular. Pronouns of one gender shall include all genders. Accounting terms used and not otherwise defined in this Agreement have the meanings determined by, and all calculations with respect to accounting or financial matters unless otherwise provided for herein, shall be computed in accordance with generally accepted accounting principles, consistently applied. References herein to articles, sections, paragraphs, subparagraphs or the like shall refer to the corresponding articles, sections, paragraphs, subparagraphs or the like of this Agreement. The words “hereof”, “herein”, and terms of similar import shall refer to this entire Agreement. Unless the context clearly requires otherwise, the use of the terms “including”, “included”, “such as”, or terms of similar meaning, shall not be construed to imply the exclusion of any other particular elements.

THIS SPACE INTENTIONALLY LEFT BLANK

29

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered, and their respective seals hereunto affixed, by their officers thereunto duly authorized, and have caused this Agreement to be dated as of the date and year first above written.

CANTERBURY CONSULTING GROUP, INC.

By:  /s/ Kevin J. McAndrew

       KEVIN J. McANDREW

Its:  President

ATTEST:

By:  /s/ Jean Z. Pikus

       JEAN Z. PIKUS

Its: Secretary

CCG GROUP, INC.

By:  /s/ Stanton M. Pikus

        STANTON M. PIKUS

Its:   Vice President

ATTEST:

By:  /s/ Marlene L. Levy

       MARLENE L. LEVY

Its:  Assistant Secretary

30

Disclosure Schedule 2.1

Remaining Shareholders

Canterbury Consulting Group, Inc. stock that will be excluded from the buyout at $0.40 per share (these shares assume the conversion of the existing 7 3/4 Senior Convertible Promissory Note into 1,000,000 share of Canterbury common stock).

Shareholders	Number of fully diluted shares
Stanton M. Pikus	285,545
Jean Pikus	54,450
The Matthew Zane Pikus Trust, Jack Uris, Trustee	10,286
Kevin J. McAndrew	190,926
Louis Kassen IRA, Louis Kassen Trustee	102,400
Richard Zwerlein	103,271
Marlene L. Levy	188,523
Alan Manin	125,580
Aaron Alter	168,922
Frank Cappiello	135,239
Richard Molinsky	100,000
Patricia Bednarik	0
Daniel Kenyon	0
Thomas Spurlock	24
Mathews & Associates, Inc.	100,000
	1,565,166

Disclosure Schedule 3.2

Outstanding Stock Options as of November 16, 2004, Pursuant to the 1995 Stock Option Plan:

Employee stock option holders have five years from the date of grant to exercise any or all of their options, and upon leaving the Company the option holders must exercise within 30 days.  These options exercise into restricted shares of Company common stock and absent registration, or any exemption from registration, must be held for the applicable Rule 144 holding period before the restriction can be removed.

	DATE	OPTION	NUMBER OF
NAME	GRANT	PRICE	OPTIONS
Bednarik, Patricia	1/9/2001	$10.50	2,143
Bednarik, Patricia	11/12/2001	$4.83	2,143
Brooks, Jennifer	1/9/2001	$10.50	286
Brooks, Jennifer	11/12/2001	$4.83	143
Cappiello, Frank	8/2/2000	$21.00	1,786
Cappiello, Frank	11/12/2001	$4.83	5,715
Cappiello, Frank	8/18/2003	$0.75	20,000
Lantz, Gregory	11/12/2001	$4.83	1,429
Lantz, Gregory	1/9/2001	$10.50	1,429
Manin, Alan	1/11/2000	$25.70	1,429
Manin, Alan	8/2/2000	$21.00	715
Manin, Alan	11/12/2001	$4.83	2,858
Manin, Alan	8/18/2003	$0.75	10,000
McAndrew, Kevin	8/2/2000	$21.00	2,858
McAndrew, Kevin J. *	11/28/2000	$19.46	7,143
McAndrew, Kevin J. *	1/9/2001	$10.50	7,143
McAndrew, Kevin J. *	11/12/2001	$4.83	14,286
Pikus, Jean	8/2/2000	$21.00	2,143
Pikus, Jean Z. *	11/28/2000	$19.46	3,572
Pikus, Jean Z. *	1/9/2001	$10.50	3,572
Pikus, Jean Z. *	11/12/2001	$4.83	8,572
Pikus, Stanton	8/2/2000	$21.00	3,572
Pikus, Stanton M. *	11/28/2000	$19.46	10,715
Pikus, Stanton M. *	1/9/2001	$10.50	10,715
Pikus, Stanton M. *	11/12/2001	$4.83	14,286
Russo, Jonathan	9/1/2000	$27.93	572
Shapiro, Paul	8/2/2000	$21.00	715
Shapiro, Paul	11/12/2001	$4.83	2,858
Shapiro, Paul	8/18/2003	$0.75	10,000
Teibel, Darcy	1/9/2001	$10.50	286
Teibel, Darcy	11/12/2001	$4.83	143
Vineberg, Stephen	8/2/2000	$21.00	715
Vineberg, Stephen	11/12/2001	$4.83	2,858
Vineberg, Stephen	8/18/2003	$0.75	10,000
			166,800

(*) These options are part of the 1995 Employee Stock Option Plan; however they are incentive stock options.  All other options issued as part of the 1995 Stock Option Plan are non-qualified stock options.

Options issued to consultants outside of the shareholder approved stock option plan issued on May 23, 2002 and expire on May 22, 2004

NAME	DATE GRANT	OPTION PRICE	NUMBER OF OPTIONS
Ernest Pelligrino	5/23/2002	$6.30	4,393
First Montauk	5/23/2002	$6.30	1,608
Angela Metelitsa	5/23/2002	$6.30	429
			6,430

On June 3, 2003 the Board of Directors of the Issuer approved a private placement for the Company in the form of a 7¾% Senior Convertible Promissory Note which was overwhelmingly ratified by 95.21% of the shareholders who voted on the proposal on November 24, 2003.  The net proceeds of this private placement were used for working capital to operate the Company in order to offset the operating cash flow shortfall in the fourth quarter of Fiscal 2002, and the first quarter of Fiscal 2003, and to partially replace the $1,000,000 reduction in the Company’s credit facility by its bank which occurred in the first quarter of Fiscal 2003.  This note is convertible into Canterbury restricted common stock at $.355 per share.  The notes, if not converted into restricted common stock before then, mature in 36 months and the entire loan amount of $355,000 must be repaid at that time.  The ten convertible note units represent total potential dilution of one million shares if all of the notes are converted into common stock.  Ten units at $35,500 each were sold.  Four units were purchased by affiliates of the Company and six units were purchased by non-affiliates.  This debt is subordinate to all current and future bank debt, but is senior to all other current and future Company indebtedness.  

The following individuals purchased the 7¾% Senior Convertible Promissory Note:

·

Stanton M. Pikus

·

Kevin J. McAndrew

·

Louis Kassen IRA, Louis Kassen Trustee

·

Richard Zwerlein

·

Marlene LaMont Levy

·

Alan Manin

·

Alan Alter

·

Frank Cappiello

·

Richard Molinsky

·

Mathews & Associates, Inc.

Disclosure Schedule 3.3 (b)

 On October 27, 2004, Canterbury Consulting Group, Inc. (the "Company") and User Technology Services, Inc., a subsidiary of the Company ("Usertech"), entered into a Settlement Agreement and Mutual Release (the "Agreement") with Ceridian Corporation ("Ceridian").  This release does not apply to "any claims Canterbury may have against E. Paul Cooke arising out of his actions as an employee, officer, or agent of Usertech/Canterbury Corp. under his Employment Agreement with Usertech/Canterbury Corp. dated September 28, 2001."

     The Agreement represents the resolution of arbitration proceedings that the Company initiated in August 2003 for claims arising out of the Company's purchase of Usertech from Ceridian in September 2001.  Additional information on the purchase and the arbitration proceedings has been previously reported in filings with the Securities and Exchange Commission, including the Company's Quarterly Report on Form 10-Q for the period ended August 31, 2004.

     Under the terms of the Agreement, the Company has agreed to deliver to Ceridian $912,000, which represents outstanding amounts relating to the purchase of Usertech that had not been delivered to Ceridian pending resolution of the arbitration proceedings.  In addition, the Company and Usertech have agreed that they will not seek bankruptcy or insolvency protection as set forth in the Agreement for a period of 91 days from October 4, 2004.  The arbitration proceedings will be dismissed without prejudice following October 4, 2004, and they will be dismissed with prejudice after 91 days following October 4, 2004 if the Company and Usertech have not filed, or had filed against it, any such bankruptcy or insolvency proceedings.  

Disclosure Schedule 3.4(b)

Disclosure Schedule 3.4(b)

NONE

Disclosure Schedule 3.5

NONE

Disclosure Schedule 3.6

NONE

Disclosure Schedule 3.7

NONE

Disclosure Schedule 3.10

NONE

Disclosure Schedule 4.3

The authorized capital stock of CCG consists of 1,000 shares of common stock, $0.001 par value, of which 100 shares are issued and outstanding as of the date hereof, and 5,000,000 shares of preferred stock, no par value, of which 1,662,500 shares are issued and outstanding as of the date hereof.  All of the issued and outstanding shares of CCG common stock and preferred stock have been duly authorized and validly issued in compliance with applicable state and federal securities laws, and all such shares are fully paid and non-assessable.  This Disclosure Schedule 4.3 lists the names of all holders of CCG common stock and/or preferred stock.

Names	CCG Preferred	CCG Common
Richard Zwerlein	87,500
Stanton M. Pikus	250,000	35
Kevin J. McAndrew	175,000	35
Jean Z. Pikus	87,500	30
Aaron Alter	250,000
Richard Molinsky	175,000
Marlene LaMont Levy	250,000
Frank A. Cappiello, Jr.	175,000
Alan Manin	125,000
Matthew Zane Pikus Trust, Jack Uris, Trustee	25,000
Patricia Ann Bednarik	25,000
Daniel Kenyon	25,000
Tom Spurlock	12,500
TOTAL	1,662,500	100

Annex B

November 8, 2004

PRIVATE & CONFIDENTIAL

The Board of Directors

Canterbury Consulting Group, Inc.

352 Stokes Road – Suite 200

Medford, New Jersey 08055

Gentlemen:

We understand that Canterbury Consulting Group, Inc. (the “Company” or “CITI”) has received an offer from certain members of management to take the Company private. More specifically, the Transaction calls for CITI to be acquired by CCG Group, Inc., a company formed under the laws of the Commonwealth of Pennsylvania and owned by certain members of Management and the Board of Directors. The members of Management and the Board of Directors will assign or contribute their common shares and convertible notes representing approximately 58% of the fully diluted shares outstanding of CITI, and intend to acquire the remaining shares not currently owned at a price of $0.401 per share, which represents a premium of approximately 14.6% to the closing market price of $0.35 per share on October 22, 2004. Upon acquiring sufficient shares, CITI will be merged into CCG Group, Inc. and become a private company. The terms of the Transaction will be more fully set forth in a draft proxy statement and related documents that will be filed with the SEC in connection with the Transaction.

You have requested our opinion as investment bankers as to the fairness, from a financial point of view, of the Transaction Consideration to be received by the holders of common stock other than those affiliated with CCG Group, Inc. We have not been requested to opine to, and our opinion does not in any manner address, the underlying business decision of the Company to proceed with or effect the Transaction.  In addition, we have not been requested to explore any alternatives to the Transaction.  Further, our opinion does not address the relative merits of the Transaction as compared to any alternative business strategy that might exist for the Company.

vFinance Investments, Inc. (“vFinance”), as part of its investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, going private transactions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. We do not perform tax, accounting, legal services, or appraisal services, nor render such advice.

2

vFinance has been retained by the Company to render this opinion in connection with the Transaction and will receive a fee and reimbursement of its expenses for such services.  No portion of our fee is contingent upon consummation of the Transaction nor is it contingent upon any recommendation of the Board of Directors.  In addition, the Company has agreed to indemnify vFinance for certain liabilities arising out of its engagement, including the rendering of this opinion.  vFinance has not participated in, or provided advice with respect to, the pricing determination, structuring or negotiation of the Transaction.  In the ordinary course of business, vFinance may trade the Common Stock for its own account and for the accounts of customers, and, accordingly, may at any time hold a long or short position in such securities.

In conducting our analyses and arriving at the opinion expressed herein, we took into account our assessment of general economic, market and financial conditions as well as our experience in connection with similar transactions and securities valuations generally, and, among other things: (i) reviewed documents related to the Transaction; (ii) reviewed publicly available financial information and other data with respect to CITI, including its Annual Report on Form 10-K for the fiscal year ended November 30, 2003, its Quarterly Report on From 10-Q for the period ended August 31, 2004; certain reports on material events filed on Forms 8-K, and certain other relevant financial and operating data relating to CITI made available to vFinance; (iii) reviewed and analyzed the stock performance of certain companies after receipt of a NASDAQ delisting notice; (iii) reviewed and analyzed CITI’s projected unlevered free cash flows and prepared discounted cash flows; (iv) reviewed and analyzed certain financial characteristics of companies that were deemed to be comparable to CITI; (v) reviewed and analyzed certain financial characteristics of comparable transactions that involved the acquisition of companies that were deemed to have characteristics comparable to those of CITI;  (vi) compared the financial terms of the Transaction with the financial terms of certain other transactions we deemed to be relevant and comparable; (vii) reviewed and discussed with representatives of the management of CITI certain financial and operating information furnished by them, including financial statements of Businesses representing a significant Note Receivable of the Company and related assumptions with respect to the business, operations and prospects of CITI; (viii) considered the historical financial results and present financial condition of CITI; (ix) reviewed certain publicly available information concerning the trading of, and the trading market for, the Common Stock of CITI; (x) inquired about and discussed the Transaction and other matters related thereto with the Company’s  management, the Board or Directors of the Company; (xi) discussed with members of senior management of the Company the strategic and financial benefits of the Transaction; and (xii) performed such other analyses and examinations as were deemed appropriate. (xiii) reviewed a draft of an 8-K filing dated October 25, 2004.

3

In forming our opinion, we have had full access to and full cooperation from the Company’s management to ask questions and receive answers.  Our opinion is solely and necessarily based on economic, financial and market conditions as they exist and can be evaluated as of the date hereof.

In connection with our review and analyses and in arriving at our opinion, we have assumed and relied upon the accuracy and completeness of the financial and other information provided to us or which is publicly available, and have not attempted to verify independently any such information.  We have relied solely on the information and estimates provided to us by CITI’s management and have neither made nor obtained any independent appraisals of any properties, other assets or facilities of CITI.  With respect to certain financial information, including financial analyses and projections, relating to the business and prospects of CITI provided to us by CITI’s management, we have assumed that the financial information has been reasonably prepared on a basis reflecting best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of CITI.

This opinion is solely for the use of the Board of Directors of CITI and is not to be publicly disclosed, used, excerpted, reproduced or disseminated, quoted or referred to at any time, in any manner or for any purpose, without the prior written consent of vFinance, except that this opinion may be reproduced in full in, and references to this opinion and to vFinance and its relationship with the Company may be included in, filings made by the Company with the SEC and in any proxy statement or similar disclosure document delivered to stockholders of CITI.  This opinion addresses only the fairness, from a financial point of view of the Transaction Consideration to be received by the holders of common shares other than those affiliated with CCG Group, Inc. and does not address any other aspect of the Transaction.  

This opinion does not constitute a recommendation to any stockholder of CITI as to how any such stockholder should vote with respect to the Transaction, nor does this opinion address the relative merits of the Transaction or any other transactions or business strategies the Board of Directors of CITI has considered or may be considering, nor does it address the decision of the Board of Directors of CITI to recommend or proceed with the Transaction.

We express no opinion as to the prices at which shares of Common Stock will trade at any time following the announcement or consummation of the Transaction.  This opinion should not be viewed as providing any assurance that the market value of the shares of Common Stock to be held by the stockholders of the Company after the consummation of the Transaction will be in excess of the market value of the shares of Common Stock owned by such stockholders at any time prior to the announcement or the consummation of the Transaction.  We do not express any opinion as to the future performance of the Company or the price at which the Common Stock would trade at any time in the future.

4

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, that the Transaction Consideration to be received by the Holders of Common Shares other than those affiliated with CCG Group, Inc. is fair from a financial point of view, to those holders of Common Shares other than those affiliated with CCG Group, Inc.

Very truly yours,

/s/ vFinance Investments, Inc.

vFINANCE INVESTMENTS, INC.

5

EXHIBITS

1)

Analysis of Comparable Companies

2)

Valuation on Comparable Company Multiples

3)

Discounted Cash Flow Analysis

4)

Analysis of Premiums Paid

5)

Valuation of Recent Transactions

6

The above analysis shows comparable companies’ market capitalization in relation to the their revenues. On average, the sample set is valued at .13x their revenues, with the low end of the range being .01x revenue, to a high end of the range at .26x revenue. Based on CITI’s closing Market price of $0.35 per share on October 22^nd, 2004, the Company is valued at .05x its Trailing Twelve Month (TTM) Revenues. At a price of $0.401 per share, the Transaction Consideration values CITI at .06x TTM, and is within the range of Comparable Companies.

7

Using the Multiples derived from the Comparable Company analysis, we apply them to Canterbury’s operating statistics to derive equity and enterprise valuations. The range for the equity valuations is a low of $0.05 to a high of $1.24, with the median being $0.11. On an Enterprise Level, the range is a low of $0.29 to a high of $1.48, with the median being $0.36. An offer of $0.401 per share falls within these ranges.  

8

Using two years of actual results, combined with three years of projections yields a negative net present on a discounted cash flow analysis. The sizable realized operating losses, combined with projected ongoing losses implies that ongoing operations are not accruing value to the shareholders.

9

The above analysis shows the premiums offered on recent transactions, ranging from a low of 9.4% to a high of 43.4%, and an average of 27.5% over the sample set. The offer of $0.401 per share to shareholders  represents a premium of 14.6% over the closing market price, and falls within the range of our observed transactions.

10

The above analysis examines the multiple of revenue paid in a number of recently completed transactions. The multiples ranged from a low of .04x revenue to a high of .99x revenue, with an average transaction multiple of .42x revenue. At an offer price of $0.401 per share, the  contemplated transaction is valued at approximately .06x revenue, at the low end of the range.

Annex C

                               United States
                       Securities And Exchange Commission
                             Washington, D.C. 20549
                    -----------------------------------------------

                                    FORM 10-K
               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                            OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: November 30, 2003
                                        Commission File Number: 0-15588

                        CANTERBURY CONSULTING GROUP, INC.
                       ------------------------------------
             (Exact name of registrant as specified in its charter)

         Pennsylvania                                       23-2170505
(State or other jurisdiction of                           (IRS Employer
incorporation or organization)                   Identification Number)


                           352 Stokes Road, Suite 200
                            Medford, New Jersey 08055
               (Address of principal executive offices) (Zip Code)

                          Registrant's telephone number
                                 (609) 953-0044

Securities registered under Section 12(b) of the Exchange Act:  None

Securities  registered  pursuant to Section  12(g) of the Exchange
Act:  Common Stock, $.001 par value

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
YES X       NO
   ---         ----

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this 10-K.  X
                                              ----

Indicate  by check mark  whether  the  Registrant  is an  accelerated
filer (as defined in Rule 12b-2 of the Act). YES __ -- NO _X_

The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the closing price of such stock on The
Nasdaq SmallCap Market for May 30, 2003 was $1,319,992.

The number of shares outstanding of the issuer's class of common equity, as of
February 19, 2004 was 2,097,251.






                                     PART I

ITEM 1.  BUSINESS

INTRODUCTION
- -------------

     Canterbury Consulting Group, Inc., formerly Canterbury Information
Technology, Inc., (hereinafter referred to as "the Registrant" or "the Company")
is engaged in the business of providing information technology products,
services and training to both commercial and government clients. Canterbury is
comprised of five operating subsidiaries with offices located in New Jersey, New
York, Maryland, and Texas. The focus of the Canterbury companies is to become an
integral part of our clients' IT solution, designing and applying the best
products, services and training to help them achieve a competitive advantage by
helping their employees to succeed. Our subsidiaries offer the following
technology and training solutions:

* distance learning solutions       * software development
* customized learning solutions     * web development
   for ERP and CRM                  * technical and desktop applications
* systems engineering and             training
   consulting                       * records and asset management systems
* management training programs      * help desk and service center support
* hardware sales and support

     The Company was incorporated in the Commonwealth of Pennsylvania on March
19, 1981 and later qualified to do business in the State of New Jersey in April,
1985.

     The Company became a Registrant by filing and registering with the
Securities and Exchange Commission under Form S-18 which became effective on
August 20, 1986.

     The Company was organized into four operating segments and the corporate
office. The operating segments were: training and consulting, value added
hardware reseller, technical staffing and software development. The technical
staffing segment discontinued operations during 2003. For Fiscal 2004, the
Company will have three operating segments.

     On April 30, 2001, the Company amended its Certificate of Incorporation to
change the name of the Company from Canterbury Information Technology, Inc. to
Canterbury Consulting Group, Inc. which better describes the Company's current
and future business activities and allows for a more synergistic approach to
offering all of its subsidiaries under one umbrella.

     Effective January 24, 2003, the Board of Directors declared a one for seven
reverse stock split of the Registrant's common stock in order to remain in
compliance with Nasdaq's minimum price requirement. All share and per share
information has been restated to account for the one for seven reverse stock
split.


NARRATIVE DESCRIPTION OF BUSINESS - TRAINING AND CONSULTING
- ------------------------------------------------------------
     During the fourth quarter of Fiscal 2003, the Company formed a new, wholly
owned subsidiary, Canterbury Corporate University, Inc. ("CCU") for the purpose
of consolidating and leveraging the sales and marketing efforts of its training
and consulting operations. Although the Company has been advocating and
promoting cross-marketing of all of its products and services, the results to
date were not satisfactory. This was due to several factors: lack of centralized
sales management, varying compensation plans, lack of product and services
training information as well as poor sales infrastructure and reporting. All of
these shortcomings have been addressed through the formation of CCU. First, a
Corporate Sales Manger was hired to spearhead this consolidated sales
organization. All sales and marketing personnel in the training and consulting
segment now report to this manager. The various compensation plans were unified
into one performance driven plan. Sales and product training are occurring
monthly for the entire sales team. Finally, the Company is currently researching
the purchase or development of a Client Relationship Management (CRM) product to
coordinate, track and measure the sales and marketing efforts of the entire
sales staff.

COMPUTER SOFTWARE TRAINING/SERVICES
- -----------------------------------
     In June 1994, the Company acquired Computer Applications Learning Center
(CALC), a New Jersey based computer software training company. Since 1983, CALC
has trained corporate workers and managers at its training centers in New York
and New Jersey and on site at Fortune 1000 corporations. During 1995, the
Company changed the name of CALC to CALC/Canterbury Corp. to more appropriately
reflect Canterbury's role in the corporate training industry. CALC/Canterbury is
a Microsoft Certified Technical Education Center, Lotus Authorized Education
Center and an authorized center for CISCO certified training as well as CAT and
VUE testing. CALC/Canterbury is authorized to provide continuing education units
(CEU's) and is an approved sponsor of Continuing Professional Education (CPE)
for CPA's in New York, New Jersey and Pennsylvania. CALC/Canterbury's technical
services division offers technology project management, software development,
hardware and software installations, web and industry specific web site
development. CALC/Canterbury also offers e-commerce enabled, Internet-based
training through Canterbury's Online University as well as custom designed web
delivered courses and instruction.

Future Plans

     CALC/Canterbury has experienced a significant downturn in the
demand for scheduled public desktop and technical training over the past
several years.  The fixed costs associated with the delivery of this
type of computer training are very high.  Rent, equipment, personnel,
registration, scheduling and technical support are all fixed costs
necessary to offer this training.  The Company has decided that it can
no longer deliver its services in this fashion to the degree it has in
the past.  During the fourth quarter of Fiscal 2003, the Company closed
two training facilities (Wall Street, New York and Woodbridge, New
Jersey) and downsized two other training locations.  The number of
classrooms was reduced from twenty-nine to six.  These classrooms will
be used for room rentals, private training and general admission
classes.  CALC/Canterbury will no longer offer a robust public schedule
as it has in the past.  The demand for these classes does not justify
the cost.  Semi-private and general admission training will be offered
to our corporate clients for our most popular courses.  CALC/Canterbury
is repositioning its training skills and capabilities toward private
training at the customer facility and at our reduced Company training
facilities, as well as developing and selling distance learning
products, providing various technical services along with cooperative
selling effects with select channel partners.

     During February, 2003, CALC/Canterbury executed a limited licensing
agreement with ExecuTrain, an international learning solutions provider,
whereby it would become part of ExecuTrain's global training network on a
joint venture basis.  After ten months of the relationship it was mutually
agreed by the parties that there was very little incremental business being
generated.  The licensing agreement was terminated in December 2003.  Both
parties agreed to remain open to future business possibilities with no
formal agreements binding the relationship.


CUSTOMIZED ERP AND CRM LEARNING SOLUTIONS
     In September, 2001 the Company acquired User Technology Services, Inc.
(Usertech), a twenty-three year old technology consulting organization
specializing in custom learning solutions for major domestic corporations. The
business is headquartered in the Northeast, but Usertech has consultants and
account managers throughout the United States. Usertech designs, develops and
delivers customized employee training programs in support of client systems
implementations using a blend of traditional (instructor-led) and electronic
(WBT and CBT) delivery modes. The Company's primary expertise is in Enterprise
Resource Planning (ERP) and Customer Relationship Management (CRM) application
systems. Customized training for PeopleSoft, Oracle, SAP and Seibel software
installations are the cornerstone of the business. Usertech's consultants are
also proficient in various proprietary software applications that their clients
deploy.

     Usertech's alliance relationships are an important component of the
company's sales and marketing program. Product and software manufacturer
alliances could increase the rate of target market penetration, improve
competitive position and generate new sales leads. With Usertech's significant
human and intellectual resources and expertise in e-learning delivery platforms,
Canterbury's goal is to increase its distance learning offerings in all of its
corporate training businesses. In 2001, after the acquisition, the Company
changed the name of User Technology Services, Inc. to Usertech/Canterbury
Corp. to properly reflect its role in the Canterbury family of training
and technology businesses.

     Due to a significant breach of his Employment Agreement, the President
of Usertech/Canterbury was terminated from his employment on March 18,
2003.  Accordingly, Canterbury ceased paying the balance of compensation
due to the President of Usertech under this Employment Agreement which
exceeded $700,000.  When Canterbury purchased Usertech from Ceridian
Corporation, Canterbury was led to believe that this President was
essential to the continued success of the company.  Ceridian failed to
disclose that this President played an active role with a vendor of
Ceridian which was not only a conflict, but in essence, precluded this
President from giving his undivided attention to Usertech.  Thus,
Canterbury is holding Ceridian Corporation liable for the undisclosed
actions of the President, misrepresentations in the acquisition of Usertech
and other claims related to Canterbury's purchase of Usertech and
consummation of an Employment Agreement with this President.  It has not
yet been determined if any claims will be brought against any other
individuals or other entities related to the claims arising from
Canterbury's acquisition of Usertech and the employment of its president.

     Based on the aforesaid claims, on August 4, 2003, Canterbury initiated
mandatory binding arbitration proceedings against Ceridian Corporation as
required in the Stock Purchase Agreement. The Company's claims arise from the
September, 2001 purchase of User Technology Services, Inc., from Ceridian.
Canterbury's causes of action set forth in this arbitration include but are not
limited to breach of contract/warranty, actual/legal fraud, fraudulent
concealment, constructive/equitable fraud and negligent misrepresentation.
Ceridian has denied the allegations set forth by the Company and has instituted
a counterclaim in the arbitration proceedings. Ceridian claims Canterbury
breached a sublease for space located at East Norwalk, Connecticut. Ceridian is
alleging that Canterbury owes $76,000 together with taxes, operating expenses,
utility expenses as well as attorneys' fees and costs. Aside from this
counterclaim, Ceridian also contends that Canterbury owes them $800,000 plus
interest on a Promissory Note executed in conjunction with the purchase of
Usertech. In order to pursue its claims as well as to defend any counterclaim or
set-off alleged by Ceridian, Canterbury continues to incur legal fees and costs
and there is no assurance that pending arbitration will result in a favorable
outcome to Canterbury.

Future Plans
     The Company desires to expand this segment of the business in a number of
ways. First, additional sales personnel may be deployed in selected key markets
throughout the country where there is currently no Usertech/Canterbury
representation. Also, if e-learning and blended training solutions continue to
grow in popularity, Usertech/Canterbury will work to stay ahead of the curve in
its ability to design and deliver such training to its customers. In conjunction
with the expansion plans outlined above, the Company intends to attempt to
leverage its consolidated sales efforts by use of Canterbury Corporate
University, Inc. to cross-market Usertech/Canterbury's services to the entire
client base of the Company. New product focus, such as distance learning for
client proprietary systems, is also being expanded in existing markets.


MANAGEMENT TRAINING
- -------------------
     In September of 1993, the Company acquired Motivational Systems, Inc., a
New Jersey-based management and sales training company. Since 1970, Motivational
Systems has trained managers and sales professionals from many Fortune 1000
companies, on a national and international basis. Motivational Systems conducts
a wide variety of seminars in management and team development, selling and
negotiating, interpersonal communication, executive development, organizational
problem solving and project management. During 1995, the Company changed the
name of Motivational Systems, Inc. to MSI/Canterbury Corp. to more appropriately
reflect Canterbury's presence and role in the corporate training industry.

Future Plans

     This division's planned expansion may occur by extending its current sales
effort into contiguous markets adjacent to its corporate headquarters in
Northern New Jersey. Although MSI/Canterbury's revenues and profits are subject
to the ebb and flow of the economy, it could benefit eventually from the
consolidation within its training segment.

     MSI/Canterbury is developing, internally, new product offerings, both
consultative and on-line, for existing and potential customers, based on their
specific needs. With several consultants who are professional course developers
on staff, this process has already resulted in additional product revenue
streams. The Company also intends to attempt to leverage the consolidated sales
efforts of Canterbury Corporate University, Inc. to cross-market
MSI/Canterbury's services to the entire client base of the Company.



NARRATIVE DESCRIPTION OF BUSINESS - SOFTWARE DEVELOPMENT
- ---------------------------------------------------------

     In May of 1997, the Company acquired ATM Technologies, Inc. ("ATM"), a
Texas-based software consulting and development company, serving clients in
national and international markets. ATM has been in business since 1984,
specializing in PC-based tracking systems. The Company changed the name of ATM
Technologies, Inc. to ATM/Canterbury Corp. to more appropriately reflect
Canterbury's presence and role in the information technology industry.

Future Plans
     Acceptance of its product has been slower than anticipated.  ATM
plans to attempt to grow by promoting and selling its document imaging and
PC-based retrieval program integrated into its MasterTrak(TM) document tracking
program using barcoding as well as rolling out Radio Frequency Identification
(RFID) software technology. ATM is also working to expand its base of national
and international dealers and to facilitate increased awareness of the tracking
system's new imaging software.

NARRATIVE DESCRIPTION OF BUSINESS - VALUE ADDED HARDWARE RESELLER
- -----------------------------------------------------------------

     In October, 1999, the Company acquired U.S. Communications, Inc. (USC), an
Annapolis, Maryland based value added reseller of desktop and server computer
systems to state and local governments as well as commercial private sector
companies in the mid-Atlantic market. USC provides a broad range of information
technology services other than hardware procurement and installation. Other
products and services include software, consulting and network design and
management. After the acquisition, the Company changed the name of U.S.
Communications to USC/Canterbury Corp. to more appropriately reflect
Canterbury's presence and role in the information technology industry.

     The Company predominately resells Hewlett-Packard personal computers and
servers as stand-alone desktops, workstations and complete networks. Virtually
no inventory is maintained on site as most equipment is drop shipped to the
customer location. The consulting and network design services are becoming a
more important value added product to the customer base, as they look for a
complete solution to their information technology needs.

     USC/Canterbury's future revenue may be greatly reduced if Hewlett Packard
and Compaq move toward an agency relationship, with USC/Canterbury being paid an
agent fee which would approximate the current gross profit from each sale. The
manufacturer would record the revenue and hold the accounts receivable with the
customer. This possible change in business flow has not happened to date, but it
is possible that the migration to an agency model will begin in the second
quarter of Fiscal 2004, and may then become more significant during the second
half of the year.

Future Plans

     This subsidiary's expansion planning includes additional penetration into
existing governmental installations as well as pursuing governmental
municipalities in other states. USC has also expanded its sales focus to include
commercial clients. The Company is introducing other subsidiary products and
services into its existing client base. USC/Canterbury is also expanding its
reseller relationship to manufacturers other than Hewlett Packard and Compaq in
order to provide its customers with more purchasing options as well as to reduce
its dependence on a sole source for product.


NARRATIVE DESCRIPTION OF BUSINESS - TECHNICAL STAFFING

     In August, 2000, the Company acquired DataMosaic International, Inc., an
Atlanta, Georgia based management and systems consulting company, which provides
staffing augmentation solutions and consulting services to the information
technology industry. Short-term and long-term contracting along with permanent
placement and project management of IT professionals is provided to mid-sized
and Fortune 1000 corporations for: technical leaders and specialists, senior
programming analysts, programmers, systems support and administration
specialists experienced in networking, data communications, LAN/WAN, SQA/testing
and technical writing. After the acquisition, the Company changed the name of
DataMosaic International to DMI/Canterbury Corp. (DMI).

     DMI has closed its office in Parsippany, New Jersey and ceased operations
during the fourth quarter of Fiscal 2003. With the surplus of technology workers
due to the economic downturn during the past several years, DMI/Canterbury could
no longer sustain itself as a viable business entity. Results of operations have
been presented as discontinued operations in the Statement of Operations for
each of the three years in the period ended November 30, 2003, 2002 and 2001.


MERGER/ACQUISITION PROGRAM
- ---------------------------

     Canterbury is not currently seeking acquisitions of other training or
technology companies due to its desire to focus on rebuilding its existing
infrastructure and returning to profitability.


EMPLOYEES
- ---------

     As of November 30, 2003, the Company, including all subsidiaries, had 146
employees: 78 full-time employees and 68 part-time employees. The Company
believes that the relationship with its employees is satisfactory.


ITEM 2.  PROPERTIES
- -------------------

     All facilities, including its administrative offices, branch locations and
sales offices, are leased. The aggregate annual rental payments under leases
will approximate $426,000 in Fiscal 2004.


     The following table sets forth the locations of the Company including
square footage:

Location                                Square Footage        Lease Expiration
- ------------------------------------    --------------        ----------------

Canterbury Consulting Group, Inc.         3,000               August 2005
352 Stokes Road, Suite 200
Medford, NJ  08055

ATM/Canterbury Corp.                      3,700              February 2005
16840 Barker Springs, Suite C300
Houston, TX  77084

CALC/Canterbury Corp.                     3,500              November 2006
200 Lanidex Plaza
Parsippany, NJ  07054

CALC/Canterbury Corp.                    4,500               November 2004
780 Third Avenue
Concourse Level One
New York, NY  10017

MSI/Canterbury Corp.                     1,000               November 2006
200 Lanidex Plaza
Parsippany, NJ  07054

USC/Canterbury Corp.                     2,500               December 2005
532 Baltimore-Annapolis Blvd.
Severna Park, MD  21146

Usertech/Canterbury Corp.                2,000               November 2006
200 Lanidex Plaza
Parsippany, NJ  07054

     The Company believes that all of its properties are maintained
in good operating condition and are suitable and adequate for our
operational needs.


ITEM 3.  LEGAL PROCEEDINGS
- ---------------------------

     On August 4, 2003, Canterbury initiated mandatory binding arbitration
proceedings against Ceridian Corporation as required in the Stock Purchase
Agreement.  The Company's claims arise from the September, 2001 purchase of
User Technology Services, Inc., from Ceridian.  Canterbury's causes of
action set forth in this arbitration include but are not limited to breach
of contract/warranty, actual/legal fraud, fraudulent concealment,
constructive/equitable fraud and negligent misrepresentation.  Ceridian has
denied the allegations set forth by the Company and has instituted a
counterclaim in the arbitration proceedings.  Ceridian claims Canterbury
breached a sublease for space located at East Norwalk, Connecticut.
Ceridian is alleging that Canterbury owes $76,000 together with taxes,
operating expenses, utility expenses as well as attorneys' fees and costs.
Aside from this counterclaim, Ceridian also contends that Canterbury owes
them $800,000 plus interest on a Promissory Note executed in conjunction
with the purchase of Usertech.  In order to pursue its claims as well as to
defend any counterclaim or set-off alleged by Ceridian, Canterbury
continues to incur legal fees and costs and there is no assurance that
pending arbitration will result in a favorable outcome to Canterbury.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
- --------------------------------------------------------

     The Company's Annual Meeting was held on November 24, 2003, at which
time three matters were submitted to the Company's stockholders for a vote.
The majority of the stockholders who voted ratified the appointment of
Baratz & Associates, P.A. as the Company's independent auditors, as well as
the issuance of 7 3/4% senior convertible promissory notes and the election of
the following Directors:  Stanton M. Pikus, Kevin J. McAndrew, Alan Manin,
Jean Zwerlein Pikus, Stephen M. Vineberg, Paul L. Shapiro and Frank A.
Cappiello.  On September 26, 2003, the shareholder of record date, the
number of shares outstanding was 2,097,251.

    Proposal one was for the slate of directors, listed below are the
vote results:

                                                For                Withheld
           --------------------------------------------------------------------
           Stanton M. Pikus                   1,791,029             142,182
           Kevin J. McAndrew                  1,790,141             143,070
           Jean Z. Pikus                      1,790,013             143,198
           Alan Manin                         1,791,133             142,078
           Stephen Vineberg                   1,791,109             142,102
           Paul Shapiro                       1,791,109             142,102
           Frank Cappiello                    1,791,133             142,078

    Proposal two was the ratification of our independent public
auditors, Baratz and Associates, P.A., listed below are the vote
results:

           For                          Against                          Abstain
          ----------------------------------------------------------------------
          1,885,171                     47,149                            892

     Proposal three was the ratification of the issuance of the 7 3/4%
Senior Convertible Promissory Notes issued for working capital on
June 3, 2003, listed below are the vote results:

       For              Against                 Abstain               Non-Votes
- --------------------------------------------------------------------------------
     1,183,660          58,289                  1,288                  689,975


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS
- ----------------------------------------------------------

     The Company's common stock trades on the Nasdaq SmallCap Market.
The high and low closing prices (adjusted to reflect the 1 for 7
reverse stock split effective January 24, 2003) of the Company's
common stock from December 1, 2001 through November 30, 2003 were as
follows:

                MARKET FOR EQUITY AND RELATED STOCKHOLDER MATTERS
================================================================================
2002   |   1st Quarter*  |   2nd Quarter*  |   3rd Quarter*  |   4th Quarter
       |   -----------   |   -----------   |   -----------   |   -----------
       |  High      Low  |  High      Low  |  High      Low  |  High      Low
Common |  ----      ---  |  ----      ---  |  ----      ---  |  ----      ---
Stock  | $5.74     $3.50 | $7.70     $3.50 | $7.21     $3.36 | $4.20    $1.75
================================================================================
2003   |   1st Quarter   |   2nd Quarter   |   3rd Quarter   |   4th Quarter
       |   -----------   |   -----------   |   -----------   |   -----------
       |  High      Low  |  High      Low  |  High      Low  |  High      Low
Common |  ----      ---  |  ----      ---  |  ----      ---  |  ----     ---
Stock  | $2.73     $1.27 | $1.36      $.68 | $1.25      $.71 | $1.50     $.95
================================================================================
*  Prior to July 31, 2002 the Company's stock traded on the Nasdaq National
Market.

     The approximate number of record holders of the Company's common stock as
of November 30, 2003 as determined from the Company's transfer agent's list of
record holders was 384. Such list does not include beneficial owners of
securities whose shares are held in the names of various dealers and clearing
agencies. The Company believes that there are in excess of 2,000 beneficial
holders.

     On February 15, 2002 the Company was notified by Nasdaq that it had until
May 15, 2002 to come into compliance with their minimum $1.00 per share
requirement for continued inclusion on their National Market listing. The
Company was in full compliance with the remaining listing requirements of
Nasdaq's Maintenance Standard #1. The Company complied with the minimum price
requirements by closing at a $1.00 per share for a period of 11 consecutive
trading days before May 15, 2002. The minimum requirement was that the Company's
common stock close at a $1.00 bid or better for 10 consecutive days. Even though
the Company met the minimum price requirement, Nasdaq considered intra day
trading activity below $1.00 during the 11-day period and did not approve the
Company's continued listing on the National Market. The Company appealed
Nasdaq's decision and appeared before an appeal panel on June 21, 2002. The
appeal was denied and on July 31, 2002 the Company's common stock began trading
on the Nasdaq SmallCap Market. In order to stay listed on the Nasdaq SmallCap
Market, the Company's stock needed to close above a $1 bid price for at least 10
consecutive trading days by February 10, 2003.

     In order to remain in compliance with the Nasdaq minimum price requirement,
the Board of Directors voted for a one for seven reverse split effective January
24, 2003. On February 13, 2003 the Company received a letter from Nasdaq stating
that Canterbury had evidenced compliance with all requirements necessary for
continued listing on the Nasdaq SmallCap Market. Accordingly, Nasdaq determined
to continue the listing of the Company's securities on the Nasdaq SmallCap
Market.

     On May 8, 2003 Canterbury received a written notification from the Nasdaq
Listing Qualifications Section. The letter stated that because the closing bid
price of Canterbury's common stock for the previous 30 consecutive trading days
was less than the required $1.00 per share, the Company had until November 4,
2003 to trade at a closing bid price of $1.00 per share or more for a minimum of
10 consecutive trading days, or be delisted. In addition, even if the 10
consecutive trading days are achieved, there is no assurance that Canterbury
would automatically remain on Nasdaq. As per the Nasdaq Notice Letter of
Deficiency, "In determining whether to monitor the bid price beyond 10 business
days, Nasdaq will consider the following four factors: (i) margin of compliance;
(ii) trading volume; (iii) the market maker montage; and, (iv) the trend of the
stock price."

     On September 10, 2003 the Company received the following letter from the
Nasdaq Listing Qualifications Section. "On May 8, 2003, Staff notified the
Company that its common stock failed to maintain a minimum bid price of $1.00
over the previous 30 consecutive trading days as required by The Nasdaq SmallCap
Market set forth in Marketplace Rule 4310(c)(4) (the "Rule"). In accordance with
Marketplace Rule 4310(c)(8)(D), the Company was provided 180 calendar days, or
until November 4, 2003, to regain compliance with the Rule. Since then, the
closing bid price of the Company's common stock has been at $1.00 per share or
greater for at least 10 consecutive trading days. Accordingly, the Company has
regained compliance with the Rule and this matter is now closed."

     The Company has never declared a dividend on its common stock and does not
plan to do so in the near future.

ITEM 6.  SELECTED FINANCIAL DATA


                           2003             2002           2001             2000              1999
                           ----             ----           ----             ----              ----
Operating data:
Net revenues           $22,384,294      $30,032,647    $27,568,987      $28,782,236       $14,209,526
(Loss) income from
  continuing operations (4,066,813)      (1,943,962)    (6,747,877)       1,022,924           620,768
Income (loss) from
  discontinued
  operations                11,819          (73,889)      (198,890)          35,291              -
Net (loss) income       (4,054,994)      (2,017,851)    (7,159,855)       1,058,215           620,768

Basic per share data:
(Loss) income from
  continuing operations     $(2.17)          $(1.12)        $(4.01)            $.72              $.54
Income (loss) from
  discontinued
  operations                   .01             (.04)          (.12)             .02                -

Cumulative effect of
  change in accounting
  principle                   -                 -            ( .12)           -                    -
                           -------           -----           -----          ------              -----

Net (loss) income           $(2.16)          $(1.16)        $(4.25)            $.74              $.54
                            ======           ======         ======           ======              ====

Balance sheet data:
Total assets           $11,938,543      $16,632,776    $25,044,122      $31,184,412       $27,811,971
Long-term debt             $62,934       $1,209,625     $2,145,183         $678,303        $1,989,031
Subordinated
  convertible debt        $355,000       $    -        $     -          $      -           $     -



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
- --------------------------------------------------------------------------------

Cautionary Statement
- --------------------
     When used in this Report on Form 10-K and in other public statements,
both oral and written, by the Company and Company officers, the word
"estimates," "project," "intend," "believe," "anticipate," and similar
expressions, are intended to identify forward-looking statements regarding
events and financial trends that may affect the Company's future operating
results and financial position.  Such statements are subject to risks and
uncertainties that could cause the Company's actual results and financial
position to differ materially.  Such factors include, among others: (1) the
Company's success in attracting new business; (2) the competition in the
industry in which the Company competes; (3) the sensitivity of the
Company's business to general economic conditions; and (4) other economic,
competitive, governmental and technological factors affecting the Company's
operations, markets, products, services and prices.  The Company undertakes
no obligations to publicly release the result of any revision of these
forward-looking statements to reflect events or circumstances after the
date they are made or to reflect the occurrence of unanticipated events.


RISK FACTORS THAT RELATE TO OUR BUSINESS
- ----------------------------------------------

     Uncertain economic conditions continue to affect many of our
customers' businesses and many clients continue to delay and reduce
their purchases of training services, software, hardware and
consulting.  The Company's recovery from the past several years of
economic downturn continues to lag behind the current economic
recovery.

Delay Or Inability To Return To Positive Operating Cash Flow

     While the Company has taken significant steps to reduce fixed costs
and increase revenue, a significant delay in returning to positive
operating cash flow could adversely effect our liquidity and ability to
conduct business.  The Company reduced payroll expense and facility leases
significantly during Fiscal 2003.  Four facilities were closed and two more
were greatly downsized, as management introduced a more flexible cost model
into the business.  Annual rent and occupancy expense were reduced by over
$1,000,000 from the beginning of Fiscal 2003 to the beginning of Fiscal 2004.
Over sixty employees were eliminated in several workforce reductions
during the year.  Even with these cost reductions, revenues must increase
in Fiscal 2004 over Fiscal 2003 in order to achieve positive operating
profit and cash flows.  The newly formed sales subsidiary, Canterbury
Corporate University must increase sales pipeline activity in the near term
to positively impact reported revenues for the training and consulting
segment.  If this does not occur it could negatively effect our operating
cash flow.

Downturn In Economy

     If the economy does not continue to recover and our clients continue
to decrease or eliminate spending for technology and training, our ability
to continue operating at our current reduced level of revenues will be
greatly tested.  The Company cannot generate profits or positive cash flow
at recent revenue levels.  Many clients have considered certain training to
be discretionary in these uncertain economic times.  Technology
expenditures are being delayed by many of them in an attempt to balance
their own budget objectives.  These factors can cause significant financial
disruption to small vendors such as Canterbury and could have a material
adverse effect on our consolidated operating results.

Competition

     If our customers choose to purchase goods and or services from
new or existing competitors, it could have a material adverse effect
on our operating results and stock price.

     The various operating segments of the Company have relatively
low barriers to entry.  New and existing organizations are constantly
attempting to penetrate our customer base.  Larger, more financially
seasoned competitors have the ability to overwhelm our markets and
customers though more aggressive sales tactics.  Internal training
departments within our current and potential client base are also a
primary competitor.  There is also increasing competition from
computer hardware and software vendors as they attempt to capture
more of the technology services market.  Finally, low cost providers
in the training and consulting market are attempting to buy business
through their low cost, value proposition.

Dependency on Key Personnel

     If we are unable to recruit and retain qualified personnel, it
could have a material adverse effect on our operating results.  Our
success depends on the continued employment of our senior executives
and managers and other key personnel.  The loss of these people,
especially without advance notice, could have a material adverse
effect on our operations.  Sales and delivery staff are vital to
ongoing customer relations and satisfaction.  A significant portion
of our consolidate revenue is service oriented (47% in Fiscal 2003).
As such the loss of key personnel could have a negative impact on our
ability to deliver and service our clients.  As the economy improves,
it will become more difficult to retain existing employees and
attract new recruits due to the fact that they have more employment
options available to them.

Municipal Budget Constraints

     USC/Canterbury, our value added hardware reseller, does a
significant amount of business with the states of Maryland and
Virginia (81% of this segments total revenue).  Lower tax revenues in
these states have reduced the amount of funding for technology
purchases recently and this trend could continue.  If this trend does
continue, it could have a material adverse effect on this segment's
operating results.  This segment has been the most profitable segment
for the Company since Fiscal 2000, and its ongoing contribution to
revenue and profits is vital to the Company's future.

Pending City of Baltimore Contract

     USC/Canterbury is a bidder on an eight-year hardware procurement
contract with the City of Baltimore.  The decision by the City is
currently pending and is expected during March 2004.  If
USC/Canterbury, the incumbent vendor, is not awarded this contract it
could have a material adverse effect on the operating results of the
value added hardware reseller segment and the Company.

Shifts in Technology and Training Platforms

     In the training and consulting segment, much of our success depends
upon the introduction and adoption of new technology.  Our customers tend
to increase their demand for training at times when new technology or
software is being introduced.  When there are delays in the introduction of
these new products demand for training may decrease, and it could have a
material adverse effect on our operating results.  Also as our customers
move toward new distance learning platforms to replace instructor-led
training, our ability to retain our customers by providing these new
electronic training services introduces a potential risk in client
retention, which could have a material adverse effect on our operating
results.

Ongoing Collection of Notes Receivable With A Related Party

     A significant portion of the Company's assets and tangible net
worth is represented by notes receivable with a related party.  To
date there have been no collection issues with the notes.  However, if
the related party experiences a significant downturn in operating
cash flow or becomes insolvent the collectibility of the note would
be in jeopardy and could have a material adverse effect on the
Company's asset base and tangible net worth.

Acts of Terrorism

     The majority of revenue recorded by the Company is generated in both
the New York City and Washington D.C. areas.  Both of these locations were
targets of the terrorist attacks in 2001.  If there is a repeat of those
events in either one of these markets, our clients there will be
distracted from their normal course of business and as such
will most likely delay or cancel projects with the Company.  This could
have a material adverse effect on our operating results.


Other Factors

   Other factors that may affect our operating results include:
     *  reduced reliance on reseller channel by hardware manufacturers
     *  ability to secure sufficient contractor resources to met short-term
        customer demand
     *  insufficient training facilities to met client demand for
        instructor-led technology training
     *  loss of key clients through merger, sale or divestiture
     *  ongoing cost of compliance with provisions of Sarbanes-Oxley


OVERVIEW
- ---------

     The Company is engaged in the business of providing information
technology products, services and training to both commercial and
government clients.  The focus of Canterbury is to become an integral
part of our clients' IT solution, designing and applying the best
products, services and training to help them achieve competitive
advantage by helping their employees to succeed.

     The two primary business units for the Company are training and
consulting and value added hardware reseller.  In the training and
consulting segment we provide a variety of technical and management
training.

     Our training encompasses a wide spectrum of hardware and
software products as well as many important business skill topics.
These training products are delivered in a variety of ways:  at our
classroom facilities in New Jersey and New York; at our clients'
location; or electronically via the Internet; or on the end users
computer.  Many of these training products are custom developed for
our clients and contain a blended training solution combining both
instructor-led training in the classroom with distance learning
products to complete the education process.

     The Company also provides various technical consulting services
to our clients including programming, systems integration, network
security and network management.

     The value added reseller segment provides hardware and software
solutions to the Mid-Atlantic market.  Its primary focus is on state
and local government clients who have an ongoing need for technology
products and services.

     In the past three years the Company has experienced significant
pretax losses from continuing operations totaling $14,065,000.  Of
this amount, $7,717,000, represents goodwill impairment on several
acquisitions made over the past eleven years.  The Company has
managed to remain financially viable through these recent losses
during the last three years by accelerating collection on several
long-term notes receivable and generating net operating cash of
$1,256,000.  The Company has significantly reduced its operating
costs and restructured its sales team for Fiscal 2004.


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
     Working capital at November 30, 2003 was $1,781,000, representing an
increase of $489,000 over the previous year. Unearned revenue decreased by
$422,000 primarily due to the fact that CALC/Canterbury slowed down sales of
prepaid training vouchers for scheduled open enrollment, public computer
training as it began exiting that training delivery methodology during the
fourth quarter of Fiscal 2003. CALC/Canterbury will continue to honor all
outstanding training vouchers through their contractual expiration by applying
these vouchers to all training products offered by Canterbury. Accounts payable
and accrued expenses increased by $56,000 over the previous year end due
primarily to timing of payments to vendors and employees at year end. Prepaid
expenses decreased by $228,000 due to a reduction in income tax prepayments
($105,000) and accrued interest on a note receivable from a related party
($58,000) and the write off of unamortized debt issuance costs raised by the pay
off of bank debt during the fourth quarter ($34,000). Also a $273,000 current
deferred tax asset was written off as part of a $763,000 income tax valuation
adjustment at year end.

     Cash and marketable securities balances at November 30, 2003 increased by
$1,290,000 over the previous year end. There were three significant financing
transactions which caused this increase in liquidity. In the second quarter the
Company received a $500,000 payment on a long-term note receivable from a
related party. In the third quarter, $355,000 was received as the proceeds of
a private placement of senior convertible notes and in the fourth quarter, the
Company received $2,295,327 as a payoff of a long-term note receivable plus
accrued interest. From the proceeds of this payoff, the Company repaid the
remaining $800,000 term loan with its lender.

     As of November 30, 2003, the Company had no bank debt and began the process
of renegotiating its lending relationship with Commerce Bank. While
renegotiating the current loan agreement, the Company incurred no bank fees and
was precluded from borrowing under the existing revolving loan agreement. As a
subsequent event, in February, 2004 the Company and Commerce Bank agreed to an
amended loan agreement. The new agreement calls for a two-year, $1,500,000
revolving working capital line of credit collateralized by trade accounts
receivable and inventory. The loan carries an interest rate of the prime rate
plus one half of one percent (1/2%) and matures on May 1, 2005.

     The Bank's long term debt is secured by substantially all of the assets of
the Company and requires compliance with covenants which include the maintenance
of certain financial ratios and amounts. The Company is restricted by its bank
from paying cash dividends on its common stock. As of November 30, 2003, the
Company was in breach of the minimum tangible net worth covenant of its loan
agreement, but has received a waiver of default from the Bank.

     As part of the purchase price paid for the acquisition of Usertech in
September, 2001, the Company agreed to pay $1,200,000 to the seller over three
years at an annual amount of $400,000 plus accrued interest at 7% per annum on
the outstanding balance. On August 4, 2003, the Company initiated mandatory
binding arbitration proceedings against Ceridian Corporation, the previous owner
of Usertech/Canterbury, as required in the Stock Purchase Agreement between the
parties. The Company's claims arise from the September 2001 purchase of User
Technology Services, Inc. from Ceridian. Canterbury is making various claims
ranging from breach of contract/warranty to actual/legal fraud, fraudulent
concealment, constructive/equitable fraud, and negligent/misrepresentation.
Ceridian Corporation has denied the allegations set forth by the Company and has
instituted a counterclaim in the arbitration proceedings. Ceridian is claiming
breach of a sublease agreement by Canterbury for office space ($76,000) and
acceleration of a note payable of $800,000. Canterbury had denied the
allegations set forth in the counterclaim. In order to pursue its claims,
Canterbury will sustain ongoing legal and filing fees and there is no assurance
that the aforementioned arbitration will result in a favorable outcome for
Canterbury. As a result of this pending arbitration and the extent of the
damages claimed, the Company has withheld the scheduled $400,000 principal
payment of the note to payable to Ceridian, as well as accrued interest of
$56,000 due on September 28, 2003, as the damages sought far outweigh the note
payable to them. The disputed $800,000 still owed plus accrued interest are
classified as part of the current portion of long-term debt as of November 30,
2003.

     Cash flow used in operating activities for the year ended November 30, 2003
was $(1,071,000) a decrease of $1,457,000 over Fiscal 2002. For the first time
in the past nine years, the Company failed to generate positive cash flow from
operations. Significant revenue declines in all operating segments contributed
to the loss. Total assets declined by $4,694,000 while total liabilities were
reduced by $1,150,000. The Company's current ratio was 1.62:1.00 versus
1.40:1.00 at November 30, 2002.

     Management believes that the Company will have sufficient funds to
cover cash flow requirements for Fiscal 2004 as a result of significant
reductions in fixed operating costs, its satisfactory balance sheet, its
ability to borrow from its revolving line of credit and ongoing collection
from its note receivable.  Management anticipates that the recent
significant reduction in fixed expenses if coupled with substantially
improved sales activity could permit the Company to return to a positive
operating cash flow position in the second half of Fiscal 2004.  There was
no material commitment for capital expenditures as of November 30, 2003.
Inflation was not a significant factor in the Company's financial
statements.

    The following table summarizes the Company's contractual obligations for
long-term debt and lease obligations as of November 30, 2003:


                                                       Payments Due By Period
                                          Less Than                             More Than
Contractual Obligations        Total         1 Year     1-3 Years   3-5 Years    5 Years
- --------------------------------------------------------------------------------------------
Long-term notes payable       $917,834      $877,755     $ 40,079    $   -       $    -
Capital lease obligations       34,589        11,735       22,854        -            -
Subordinated convertible
  debt
                               355,000          -         355,000        -            -
Operating leases               853,502       367,119      469,351      17,032         -
                            ----------    ----------    ---------    --------      --------
Total                       $2,160,925    $1,256,609    $ 887,284    $ 17,032         -
                           ===========    ==========    =========    ========   ===========




RESULTS OF OPERATIONS
- ----------------------

Fiscal 2003 Compared to Fiscal 2002
- ------------------------------------

Revenues
     Consolidated revenues decreased by $7,648,000 (25%) in Fiscal 2003 as
compared to 2002. This overall reduction was the result of an across the board
revenue decease in all operating segments of the Company. The training and
consulting segment recorded a decline in revenues of $5,066,000 (33%). The value
added hardware reseller segment saw revenues decline by $2,582,000 (18%).
Software development revenues for Fiscal 2003 were approximately the same as in
Fiscal 2002. Technical staffing revenues are no longer being reported due to its
classification as a discontinued operating segment effective in 2003.

     The downward trend in consolidated revenues accelerated during Fiscal 2003.
Technology spending by many customers was reduced, delayed or eliminated. The
significant reduction in Company revenues forced drastic changes to the cost
structure of the organization. While delivery and support costs were greatly
reduced through consolidation of facilities and elimination of under-utilized
personnel, the Company will attempt to invest further into sales and marketing
in order to take advantage of sales opportunities as the economy begins to
improve.

     During the fourth quarter of 2003, the Company restructured its sales
department. A Corporate Sales Manager was hired to consolidate the three
separate sales teams in the training and consulting segment. Canterbury
Corporate University, Inc. ("CCU"), a wholly owned subsidiary of the Company,
was formed to market and sell all of Canterbury's training products and services
in one comprehensive training unit. The Company has always attempted to promote
cross selling of our products and services between subsidiaries. Some of our
largest clients are purchasers of the various training products we offer. Under
previous subsidiary management, the sharing of business leads did not occur at
an acceptable level, and many potential sales opportunities were lost before
they were ever attempted.

     The Corporate Sales Manager and the Company have initiated several key
sales strategies in order to overcome the shortcomings of the past
including the lack of attention to marketing, sales and more by the former
President of Usertech.  All training and consulting sales representatives
are being compensated and measured using the same plan.   Quota attainment
is now a benchmark for continued employment.  Quotas are set up with goals
for selling all of the Company's training and consulting products, not just
what was sold in the past on a subsidiary-by-subsidiary basis.  A Customer
Relationship Management ("CRM") system is being installed to better
consolidate, track and manage the pipeline of sales activity.  Also based
upon feedback from our customers, the Company is developing new products
utilizing both instructor-led and distance-learning delivery platforms.  We
have also formalized reseller relationships with several high quality
channel partners, whereby the sales team introduces the various products
from this program to our client base and the Company receives a negotiated
share of any sales generated.

     The Company has taken several steps to increase lead generation. The
formation of an inside sales team; contracting with an outside telemarketing
firm; increasing the amount of marketing information to our clients through
e-mail announcements; pilot program events and more informative web sites are
all contributing to new lead flow.

     During the fourth quarter of Fiscal 2003, the Company made the decision to
exit the open enrollment public computer training segment that was part of
CALC/Canterbury's offerings for the past twenty years. The high fixed cost of
delivery was too much to sustain in relationship to the amount of revenue being
generated. By exiting this training delivery methodology, there will be an
anticipated decline in instructor-led computer training revenues for Fiscal
2004. Reduced capacity, reduced marketing emphasis, and alternative delivery
options will all contribute to the projected decline. CALC/Canterbury will
continue to offer private and general admission classes at their two training
facilities (New York City and Parsippany, New Jersey) as well as room rentals.
There will be more emphasis on offering private training at the clients'
locations. This planned exit from the scheduled open enrollment public training
segment was done in order to reduce the high fixed cost associated with its
delivery and introduce more variability to the cost structure of our training
business. It is management's belief that a smaller, more flexible training model
can return the computer training business to profitability.

     In the value added hardware reseller segment, budget constraints in state
and local municipalities had a negative impact on technology spending during
2003. While this segment was among the last to feel the impact of the recent
economic downturn, it will also take longer to recover based on projected tax
revenues flowing into state and local budgets and then finally into capital
expenditures.

     The $2,582,000 reduction in revenues from Fiscal 2002 to 2003 is due
primarily to reduced pricing for most computer hardware products. While it is
difficult to pinpoint the precise decline in the cost and sales price of the
specific computer hardware sold by this segment over the past year, it is safe
to estimate that prices have dropped anywhere from 20% to 30%. If this is the
case, most, if not all of the decline in revenue for Fiscal 2003 can be
attributed to a lower sales price on approximately the same unit volume. This
trend will continue into Fiscal 2004 as well.

     It is management's intent to more fully integrate the sales team from the
training and consulting segment with the value added hardware reseller segment.
Product profiles are being shared between the two groups and the Company
anticipates the efforts of these two sales organizations will become more
integrated in Fiscal 2004.

     It is projected that the majority of product to be sold in Fiscal 2004 may
be Hewlett Packard/Compaq hardware. If they move toward an agent model with
their resellers, USC/Canterbury would be paid an agent fee which approximates
the current gross profit from each sale. This may greatly reduce the reported
revenue in this segment. The manufacturer would record the revenue and hold the
accounts receivable with the client. This possible change in business flow has
not happened to date, but it is possible that the migration to the agent model
will begin in the second quarter of Fiscal 2004, and may then become more
significant during the second half of the year.

     This business segment has always had very high client revenue
concentration. In Fiscal 2003 two groups of clients accounted for 81% of the
revenue in the value added hardware reseller segment. There is obvious risk
associated with this very high customer concentration. See Footnote 1,
Concentration of Risk, for more details on this topic. In Fiscal 2004
USC/Canterbury is making a concerted effort to diversify its revenue mix.
Certain sales representatives have been given responsibility, through quotas, to
penetrate the commercial market in the Baltimore/Washington area. New strategic
relationships have been formed with several manufacturers to increase product
offerings and reduce dependency on Hewlett Packard/Compaq.

    Management believes that there is still a significant amount of
uncertainty regarding future revenues from the value added hardware
reseller segment for Fiscal 2004.  Technology spending appears to be
recovering slightly in the early part of 2004, but the duration of the
recovery is not yet known.  More clients are engaging us in conversations
and proposals about new projects and training requirements.  The sales
pipeline is fuller now than it was in the last half of Fiscal 2003.  One of
the biggest challenges that faces the Company is the timing of customers
decisions to begin project work that has already been sold.  The delays
that were experienced late in Fiscal 2003 have continued into the early
part of 2004.  These delays add to the uncertainty in revenue projections
for Fiscal 2004.  It is management's belief that by the middle of the year
we will have a much better understanding of our client's schedule and
requirements.


Costs and Expenses
     Total costs and expenses decreased by $4,684,000 (20%) in Fiscal 2003
versus 2002. The decrease was due to reduced sales volume in both product and
service revenues. Overall gross profit decreased to 17% from 23% in Fiscal 2002.
Service gross profit declined to 24% in Fiscal 2003 from 31% in the previous
year. Product gross profit also declined from 13% in Fiscal 2002 to 11% in
Fiscal 2003.

     Product margins were negatively effected by several factors.
Continued weakness in technology spending forced margins lower as many
suppliers competed for the same business.  Manufacturers continued to
eliminate reseller incentives as the products they were offering became
more commoditized.  Weak or non-existing sales management at our training
subsidiaries.  The Company is currently partnering with several new
hardware and software manufacturers who have specialized products that
command higher profit margins.  These types of relationships could become
more important for the future as downward pressure continues on margins for
personal computers, printers and servers.  Management anticipates that
gross margins for product sales will remain in the 10% range for Fiscal
2004.

     When the Company decided to exit the scheduled open enrollment public
computer training business during the fourth quarter of Fiscal 2003, there were
many obstacles that had to be overcome. The biggest challenge was the need to
terminate four facility leases which housed twenty-nine classrooms, sales and
support office space, production and storage. As of October, 2003 the
contractual lease obligations including utilities, insurance and taxes, totaled
approximately $4,100,000 over the next five years. The Company successfully
negotiated the termination of all four leases by surrendering the security
deposits to the respective landlords. $190,000 in security deposits were
expensed to cost of sales during the fourth quarter of Fiscal 2003.

     At the same time the four existing facility leases were being terminated,
the Company was able to successfully negotiate a new three-year lease in the
same office complex in Parsippany, New Jersey where the previous facility was
located. CALC/Canterbury, Usertech/Canterbury, MSI/Canterbury and Canterbury
Corporate University have their sales and administrative headquarters in this
new space. There is also three classrooms in the facility to provide general
admission and private training as well as room rentals to our clients. The
Company also negotiated a short-term rental agreement (with a mutual 90-day
cancellation provision) with its existing landlord at its facility on the East
Side of New York City. Three classrooms and two sales offices were retained in
the space. The Company is exploring the availability of more permanent space in
the same vicinity.

     The major cause for much of the deterioration in gross profit for services
revenue in Fiscal 2003 was excess capacity - both in facility and personnel.
These were addressed by management during the year through two significant
workforce reductions, the elimination and consolidation of office facilities and
the closing or downsizing of training facilities.

     Through a series of workforce reductions during Fiscal 2003, the employee
count in the training and consulting segment was reduced by a total of 60 staff
members. Thirty-three were consultants and/or trainers and twenty-seven were
sales and administrative staff. Many support functions were combined in this
segment and some were eliminated. Excess training and consulting capacity was
reduced and a variable cost model was introduced to provide more flexibility in
managing fluctuations in revenue delivery.

    The following chart summarize the annual run rate savings in both facility
and personnel expenses from the beginning of Fiscal 2003 to the beginning of
Fiscal 2004 for the training and consulting segment. For purposes of calculating
the labor savings, a 20% burden rate of annual salaries (employer taxes and
benefits) was assumed. Also, only the salaries of employees who were no longer
with the Company as of December 1, 2003, but were employed at the beginning of
Fiscal 2003 were included. The Company does not expect to fill these positions
that are vacant as of December 1, 2003 during the Fiscal 2004 year. Therefore,
the following chart reflects no Fiscal 2004 personnel costs related to the
eliminated positions.

                          As of           As of                    Annual
                   December 1, 2002   December 1, 2003            Savings
                   ----------------   ----------------          -------------
Annual rent expense   $1,218,000          $312,000               $ 906,000
Facility expenses        170,000            18,000                 152,000
Consultant/trainer
  salaries             2,628,000              -                  2,628,000
Administrative and
  sales salaries       1,368,000              -                  1,368,000
                      ----------         ---------              ----------
      Totals          $5,384,000          $330,000              $5,054,000
                      ==========          ========              ==========

     It should be noted that the Company began realizing some of the annual
labor savings during Fiscal 2003 as a result of the ongoing personnel
reductions during the year.

     Based upon these savings, the Company significantly reduced its monthly
fixed cost burn rate and allowed the business time to recover from the past
several years of poor operating performance, while at the same time reducing the
monthly breakeven point and allowing for profitability at much lower revenue
levels. Now the financial leverage shifts in favor of the Company. When, and if,
revenues increase, more profit is attainable due to the fact that the fixed cost
component has been drastically reduced and a larger portion of the delivery
expense will be variable in nature. However, if sales increase significantly in
the short term, the Company risks having insufficient resources to deliver
services due to reduced manpower and facility capacity. The Company would need
to contract for part-time consultants and acquire additional space through
short-term rentals in order to meet client demand which is possible but would be
more expensive to implement.

     Selling expense decreased by $737,000 (30%) in Fiscal 2003 as compared to
the previous year. Personnel expense (salaries, bonuses, commissions and payroll
burden) decrease of $562,000 was the biggest component of the reduction. There
were less sales and marketing staff during Fiscal 2003 as non-productive sales
representatives were terminated during the year. There were also less
commissions and bonuses paid due to the lower revenue and profit in Fiscal 2003
($68,000). Advertising expense decreased by $115,000 due primarily to the
elimination of the production and distribution of a public training schedule for
CALC/Canterbury.

     General and administrative expense was reduced by $1,151,000 (19%) due
primarily to significant reductions in administrative and support staff as part
of the workforce reduction discussed previously ($631,000). Other major cost
reductions in Fiscal 2003 which contributed to the overall decrease were: bad
debt expense ($237,000); equipment rental ($111,000); public company expense
($96,000) and phone expense ($57,000).

     Interest income decreased by $183,000 (28%) in Fiscal 2003 as compared to
the previous year. The prepayment of the note receivable from the sale of
a former subsidiary in September 2003 and the $500,000 reduction in the demand
note and accompanying reduction in the interest rate with a related party were
the primary reasons for the decrease. Total notes receivable decreased by
approximately $3,200,000 during the year.

     Interest expense was reduced by $74,000 (37%) in Fiscal 2003 versus Fiscal
2002. Reduced borrowings on the revolving line of credit and the payoff of the
remaining term debt ($800,000) with the primary lender were the major reasons
for the reduction.

Critical Accounting Policies
- -----------------------------
Goodwill

     As previously stated, the Company adopted SFAS 142, "Goodwill and Other
Intangible Assets" as of December 1, 2001. This standard requires that goodwill
no longer be amortized, but instead, be tested for impairment on a periodic
basis.

     The Company recorded a total of $1,175,000 of goodwill impairment in our
training and consulting segment ($675,000 for MSI/Canterbury and $500,000 for
Usertech/Canterbury) at November 30, 2003. The economic downturn which
MSI/Canterbury experienced in
2002 continued and worsened in 2003. Revenues and operating income declined for
the third year in a row. Usertech/Canterbury also experienced a significant
operating decline in Fiscal 2003. The President of the Usertech subsidiary was
terminated for major breaches of his Employment Agreement. Due to the failure of
the President to fulfill the obligations of his Employment Agreement, many
projects that were anticipated to be delivered during the year based on
projections were not consummated. There were several rounds of layoffs as well
as a decline of business that are attributable to the failure of the President
to perform under the terms of his Employment Agreement. The fair value of
MSI/Canterbury and Usertech/Canterbury were estimated based upon our recent
earnings history and our future earnings expectations for these businesses as of
November 30, 2003.

     In Fiscal 2002, the Company recorded $584,000 in goodwill impairment
charges related to its MSI/Canterbury subsidiary as a result of the continued
reduction in demand for sales and management training during the current
economic downturn. This charge was recorded in the fourth quarter of the year
and is reported under Training and Consulting in the segment reporting footnote
for Fiscal 2002.

     In Fiscal 2001 the Company recorded $5,958,000 of goodwill impairment
charges. $500,000 of this charge was reflected in the second quarter of the year
and the balance was recorded in the fourth quarter. DMI/Canterbury goodwill was
written down to $0 (total charge of $843,000) due to the uncertainty in the
technical staffing marketplace caused by the dot com bust and the softening of
spending in this business segment. The net goodwill related to the 1994
acquisition of CALC/Canterbury (Training and Consulting Segment) totaling
$4,397,000 was also written off. The lingering current effects of September 11,
as well as the uncertainty of future business growth due to the change in
business climate surrounding New York City are the major reasons for this
impairment charge. Finally, the net goodwill of $718,000 resulting from the 1997
acquisition of ATM/Canterbury (Software Development Segment) was also written
off.

     The Company's earnings forecasts for purposes of these impairment tests are
consistent with forecasts and budgets currently used in the management of these
businesses. The estimated fair value of the goodwill amounts are based upon
future earnings expectations. If actual results are significantly lower, the
likelihood is that these estimates would change, resulting in future impairment
charges.

Revenue Recognition
     As discussed in Note 1 to our Consolidated Financial Statements, the
Securities and Exchange Commission (SEC) recently issued Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements," which
provides additional guidance in applying generally accepted accounting
principles for revenue recognition. SAB 101 states that revenue is recognized
when there is persuasive evidence of an arrangement, the product has been
delivered, the sales price is fixed or determinable, and collectibility is
reasonably assured. The vast majority of our revenue transactions contain
standard business terms and conditions that result in a clear determination of
when revenues should be recognized. Our revenue recognition policy requires an
assessment as to whether collectibility is probable, which inherently requires
us to evaluate the creditworthiness of our customers and their acceptance of our
delivered products and services.

Valuation Allowance-Deferred Tax Assets
     The Company records valuation allowances to reduce deferred tax assets to
amounts that are more likely than not to be realized. This process involves
forecasting the future profitability of our businesses to determine whether the
Company is expecting to generate sufficient taxable income to fully utilize our
existing tax loss carryforwards and other tax assets that become future tax
deductions. The Company has recorded a valuation allowance of $3,788,000 and
$1,883,000 as of November 30, 2003 and 2002, respectively. The valuation
allowance was increased as of November 30, 2003 and 2002 due to the Company
falling short of budgeted 2003 and 2002 revenues and earnings and the resulting
changes in our earnings forecasts for Fiscal 2004 and beyond. This resulted in a
$763,000 expense in Fiscal 2003 and a $642,000 expense in Fiscal 2002 related to
an adjustment to our beginning of the year estimate for the valuation allowance.

     At November 30, 2003, the Company had loss carryforwards of $9,610,000 for
federal income tax reporting purposes and $14,315,000 for state income tax
reporting purposes. Future expiration dates of federal loss carryforwards are as
follows: $835,000 in 2007, $3,665,000 in 2012, $335,000 in 2021 and $1,715,000
in 2022 and $3,060,000 in 2023. State loss carryforwards expire between 2007 and
2010.

     The determination of the valuation allowance is based upon our earnings
forecasts that we use in the management of our businesses. Therefore, we are
required to make estimates and judgments based upon historical experience and
the best information available to us. However, future events are subject to
change and we may have to adjust the valuation allowance in future periods,
accordingly.

Fiscal 2002 Compared to Fiscal 2001
- -----------------------------------
Revenues
     All amounts discussed in this section pertain to continuing operations.

     Overall revenues increased by $2,464,000 (8%) in Fiscal 2002 over 2001.
This net increase is the result of the increased revenue contribution from
Usertech/Canterbury ($6,438,000) which operated for a full twelve months in
Fiscal 2002 versus only three months in Fiscal 2001. The business was acquired
in September, 2001. Offsetting the increase caused by the acquisition of
Usertech/Canterbury were reductions in revenues from the other operating
segments. The value added hardware reseller segment saw revenues decline by
$1,890,000 (12%). Training and consulting revenues exclusive of
Usertech/Canterbury declined by $2,038,000 (24%) from Fiscal 2001 levels.
Software development revenues experienced a reduction of $46,000 (21%) during
Fiscal 2002.

     The declining revenue in all of the operating segments is the result of
reduced client spending in all phases of information technology and training.
Budgets have been reduced or eliminated. Projects have been delayed or reduced
in scope. Many businesses are attempting to use internal resources instead of
outsourcing in an attempt to save money during these difficult economic times.
The Company is dealing with this business downturn in a number of ways. Facility
consolidations, workforce reductions in areas other than sales, salary freezes
and reductions, and the hiring of more sales personnel are all being utilized as
a means to preserve cash and to increase revenues and cash flow.

     CALC/Canterbury has reduced its fixed overhead by sharing its Parsippany,
New Jersey facility with both DMI/Canterbury and Usertech/Canterbury. As a
subsequent event, during February, 2003 CALC/Canterbury executed a licensing
agreement with ExecuTrain, an international learning solutions provider, whereby
it will become part of their global training network. As a result,
CALC/Canterbury can now offer national and international training delivery to
its existing clients with multiple locations. The alliance will also allow
CALC/Canterbury to market itself to new clients who have not used them in the
past due to its lack of national training capability. CALC/Canterbury is
currently in search of qualified sales personnel to help expand its presence in
the metro New York City marketplace.

     Usertech/Canterbury experienced a significant downturn in revenues during
the last quarter of Fiscal 2002. Several large projects ended during the quarter
and were not replaced with new business. Many clients delayed or cancelled
large-scale training projects due to their own poor operating results. Many of
Usertech/Canterbury's consultants were under utilized during the quarter. As the
softness in revenue has continued into the early part of Fiscal 2003, the
Company has taken several significant steps to preserve cash flow. First, the
Saddlebrook, New Jersey office was closed in December, 2002 and those employees
were relocated to Parsippany, New Jersey to share office space with
CALC/Canterbury. The Company saved approximately $175,000 annually by not
renewing the Saddlebrook lease. There was also a significant workforce reduction
during the first quarter of 2003. Twenty-seven (27) employees have been laid off
resulting in annual salary and benefits savings of approximately $2,200,000. As
a result of this staff reduction, the Usertech/Canterbury's organization was
restructured and streamlined resulting in additional savings.
Usertech/Canterbury is also searching for two additional account executives in
order to reach more potential customers on a national basis. Usertech/Canterbury
also plans to offer its learning solutions through the ExecuTrain national
franchise network as a result of the agreement between CALC/Canterbury and
ExecuTrain. ExecuTrain has been planning to expand its product offerings in the
ERP market and Usertech/Canterbury can now provide quality delivery and service
to the client base that ExecuTrain currently services.

     USC/Canterbury has been dealing with a number of business issues as a
result of the Hewlett-Packard/Compaq merger. Lower margins, more competition and
delays in product availability have all taken its toll on revenues and gross
profit. Margins in Fiscal 2002 were 12% compared to approximately 19% in Fiscal
2001. Many manufacturer rebate programs have been discontinued. USC/Canterbury
is attempting to expand its reseller relationships to manufacturers other than
Hewlett Packard and Compaq in order to provide customers with more purchasing
options as well as to reduce its dependence on a sole source for product. The
majority of USC/Canterbury's clients are municipalities in state and local
government. With many state budgets running at a deficit, there is less money
being allocated to information technology spending. USC/Canterbury continues to
focus on expanding its business to commercial clients to reduce its overall
dependence on government clients.

     MSI/Canterbury's management and sales training tends to be a more
discretionary expenditure by its clients during difficult economic times. Many
clients have reduced or eliminated certain programs for the time being. Over the
past thirty years of its existence MSI/Canterbury has experienced the ebb and
flow caused by current economic conditions. While dealing with the current
downturn, this subsidiary has taken several steps to address the situation.
First, MSI/Canterbury has expanded its reach by entering into several alliance
programs with local chambers of commerce. There have been reductions in support
staff and consultants, while at the same time an ongoing search for qualified
sales personnel is being conducted. MSI/Canterbury also plans to offer its
services through the ExecuTrain national network in conjunction with the
agreement between CALC/Canterbury and ExecuTrain. MSI/Canterbury is also
developing distance learning products to complement its live delivery platform.

     ATM/Canterbury has also experienced declining revenues caused in large part
to the downturn in spending for information technology products as a result of
poor economic conditions in the country. New products are being developed in an
effort to penetrate markets that were previously not addressed. Lower priced
versions of various software packages are being introduced to new clients who
have less demanding performance requirements. ATM/Canterbury continues to search
for strategic partners who will use their software as an integral component in a
packaged solution for asset tracking or document tracking and retrieval.

     The Company continues to advocate and promote cross marketing between all
of its operating subsidiaries. During the current economic downturn, the number
of opportunities for Canterbury to provide an all-inclusive technology or
training solution to its substantial customer list has been limited. All of the
subsidiaries continue to present the full complement of Canterbury products and
services to their clients. It is management's belief that when business
conditions improve, the Company will inherit markets that have been abandoned by
competitors who have gone out of business, or who do not have sufficient working
capital to take advantage of future opportunities.

Costs and Expenses
     Total costs and expenses increased by $3,518,000 (18%) in Fiscal 2002
versus 2001. This increase is the result of owning Usertech/Canterbury for a
full twelve months in Fiscal 2002 versus only three months in 2001. Gross profit
on service revenue declined from 39% in Fiscal 2001 to 31% in 2002 due to the
effects of the revenue decline from training and consulting coupled with a
fairly high fixed cost delivery component. Product margins, which include
hardware and software sales of the Company decreased to 13% in 2002 from 21% in
Fiscal 2001. This reduction in gross profit is the result of several factors.
First, many of the manufacturer's rebate programs have been eliminated as
competitive pricing pressures have forced them to be more cost efficient. Also,
in the economy's current state, pricing to customers has become much more
competitive. Many clients are seeking out lowest price instead of best overall
solution value.

     Consolidated gross margins for the Company decreased to 23% in 2002 versus
29% in Fiscal 2001. Reduced consultant utilization in the training and
consulting business segment and significantly reduced margins on hardware as a
by-product of the Hewlett Packard/Compaq merger contributed to the overall
margin decline.

     Selling expense increased by $45,000 (2%) in Fiscal 2002 versus 2001. This
increase was the result of several factors. First, Usertech/Canterbury's selling
expense increased by $632,000 because it was owned by Canterbury for a full
twelve months in Fiscal 2002 versus only three months in Fiscal 2001. Offsetting
this increase were reductions in commission expense of $225,000 in
USC/Canterbury due to a much lower gross profit level in Fiscal 2002. Reductions
in staff at CALC/Canterbury during Fiscal 2002 resulted in approximately
$200,000 in savings and more efficient direct marketing expenditures saved over
$62,000 in Fiscal 2002 over 2001. Various other cost reductions in marketing
expense and personnel in the other operating units accounted for additional
savings of approximately $100,000.

     General and administrative expense increased by $133,000 (2%) in Fiscal
2002 as compared to Fiscal 2001. This relatively small change is again the
result of various significant factors. First, Usertech/Canterbury's general and
administrative expense increased by $1,220,000 due to the fact it was part of
Canterbury for the full year in Fiscal 2002 as compared to only three months in
Fiscal 2001. Offsetting this increase was a $463,000 reduction in goodwill
amortization expense in Fiscal 2002 based on the change in accounting predicated
by SFAS 142. Bad debt expense was reduced by $300,000 in Fiscal 2002 over Fiscal
2001, based on the reduced requirements for additional reserves on lower
accounts receivable balances. Lower expenses for accounting and other public
company expenses saved $97,000 in Fiscal 2002 over 2001. CALC/Canterbury reduced
personnel costs by approximately $190,000 in Fiscal 2002 by consolidating
functions and streamlining other administrative processes. Various other
reductions in personnel related expenses totaled $37,000.

     As a subsequent event, on March 1, 2003 Canterbury's corporate management
team, inclusive of the Chairman, President and Vice President, voluntarily
reduced their present salaries by 8%. This is in line with a previously
instituted 8% salary reduction at one of the Company's largest subsidiaries. The
corporate management team continues to receive its reduced rate of pay as of the
date of this filing.

     Other income for Fiscal 2002 represents the $85,000 in insurance proceeds
paid to the Company, related to business interruption caused by terrorist
attacks on September 11, 2001. In Fiscal 2001 the charge to other expense of
($251,000) was due mainly to a loss of $324,000 related to the sale of real
estate during the second quarter of Fiscal 2001.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -----------------------------------------------------------------------

     We are not exposed to market risk from changes in interest
rates. Currently, we have $900,000 invested in short term
certificates of deposit and $300,000 invested in a municipal bond
mutual fund. We account for these investments in accordance with SFAS
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities." These investments are treated as available-for-sale
under SFAS No. 115. The carrying value of these investments
approximates fair market value.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------------------------------------------------------

     The financial statements and supplementary data are as set forth in the
Index on page 31.


ITEM 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosures
- --------------------------------------------------------------------------

     There were no disagreements with the Company's independent auditors on
matters of accounting or financial disclosure.


ITEM 9A.  CONTROLS AND PROCEDURES
- --------------------------------
     Within the 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer/Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the
Chief Executive Officer/Chief Financial Officer concluded that the
Company's disclosure controls and procedures are effective. There were
no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the
date of their evaluation.


                                PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ----------------------------------------------------------------------------

     The directors, executive officers and control persons of the Company
as of November 30, 2003 were as follows:
                                        Director       Principal
Name                            Age     Since          Occupation
- - -------------------------------------------------------------------------
Stanton M. Pikus                63       1981      Chairman of the Board of
                                                   Directors
Kevin J. McAndrew               45       1990      President, Chief
                                                   Executive Officer,
                                                   Chief Financial Officer,
                                                   and Treasurer
Jean Zwerlein Pikus             50       1984      Vice President,
                                                   Secretary
Alan B. Manin(1)(2)(4)          66       1981      President, Atlantis,
                                                   Inc.
Stephen M. Vineberg(1)(2)(3)(5) 62       1988      President, CMQ, Inc.
Paul L. Shapiro(1)(2)(3)(4)     52       1992      Manager, McKesson Drug Co.
Frank A. Cappiello(1)(4)(6)(7)  77       1995      Managing Director of
                                                   Montgomery Brothers,
                                                   Cappiello, L.L.C.

Independent Board of Directors Member
(1) Independent Board of Directors Member
(2) Member of the Compensation Committee of the Board of Directors.
(3) Member of the Audit Committee of the Board of Directors.
(4) Member of the Corporate Governance and Nominating Committee of the Board of
    Directors
(5) Chairman and Member of the Corporate Governance and Nominating Committee of
    the Board of Directors
(6) Chairman and Member of the Audit and Compensation Committees of the Board of
    Directors.
(7) Financial expert of the Audit Committee of the Board of Directors.


BIOGRAPHIES OF THE NOMINEES FOR DIRECTORS
- -----------------------------------------

     KEVIN J. McANDREW, President, Chief Executive Officer, Chief Financial
Officer and Treasurer, has been with the Company since June 1987. He has been a
Director since 1990. He has held the positions of Chief Operating Officer;
Executive Vice President, and Vice President of Finance during his employment
with Canterbury. He is a graduate of the University of Delaware (B.S.
Accounting, 1980) and has been a Certified Public Accountant since 1982. From
1980 to 1983 he was an Auditor with the public accounting firm of Coopers &
Lybrand in Philadelphia. From 1984 to 1986 Mr. McAndrew was employed as a
Controller for a New Jersey based division of Allied Signal, Inc.

     STANTON M. PIKUS, Chairman of the Board of Directors, was a founder of
Canterbury (1981). In June 2001 he resigned as President and Chief Executive
Officer of Canterbury Consulting Group, Inc. but remains an employee of the
Company. He graduated from The Wharton School of the University of Pennsylvania
(B.S., Economics and Accounting) in 1962. From 1968 until 1984 he worked
full-time as President and majority stockholder of Brown, Bailey and Pikus,
Inc., a mergers and acquisitions consulting firm that had completed more than
twenty transactions. In addition, Mr. Pikus has been retained in the past by
various small to medium-sized public and private companies in the capacity of an
independent financial consultant. Mr. Pikus is the spouse of Jean Z. Pikus, who
is a Director, a Vice President and the Secretary of Canterbury Consulting
Group, Inc.

     JEAN ZWERLEIN PIKUS, Vice President, Secretary, and a Director since
December 1, 1984. She was employed by J. B. Lippincott Company, a publishing
company, from 1974 to 1983, where she was Assistant Personnel Manager and also
created its word processing center, and was responsible for the day-to-day
control of word processing and graphic services. In 1984, Ms. Pikus graduated
from The Wharton School of the University of Pennsylvania (B.S., Accounting and
Management, cum laude). Ms. Pikus is the spouse of Stanton M. Pikus, who is the
Chairman of the Board of Directors and an employee of Canterbury Consulting
Group, Inc.

     ALAN B. MANIN, Founder and a Director of Canterbury since its inception in
1981. He is currently the President of Atlantis, Inc., a company which provides
motivational training to employees of Fortune 1000 companies. He is a graduate
of Temple University (B.S., 1960; M.Ed., 1966). He was a teacher and Department
Chairman in the Philadelphia School System (1960-1966); a former Vice President
and Director of Education for Evelyn Wood Reading Dynamics (1966-1972); a former
Director of Northeast Preparatory School (1973); and President, Chief Operating
Officer and founder of Health Careers Academy, a federally accredited (National
Association of Trade and Technical Schools) vocational school (1974-1979).

     STEPHEN M. VINEBERG, a Director since 1988, is currently the President and
Chief Executive Officer of CMQ, Inc. Previously he was a Vice President of
Fidelity Bank, Philadelphia, where he was Chief Operating Officer of the Data
Processing, Systems and Programming Divisions. Mr. Vineberg also directed a
wholly owned subsidiary of the bank that developed and marketed computer
software, operated a service bureau and coordinated all electronic funds
transfer activities.

     PAUL L. SHAPIRO, a Director since December, 1992, has worked for McKesson
Drug Company for the past 26 years. Recipient of the McKesson President's Award
for 2002. From 1973 through 1975 he was Director of the Pennsylvania Security
Officers' Training Academy. In 1973, he graduated from York College of
Pennsylvania with a B.S. Degree in Police Administration.

     FRANK A. CAPPIELLO, a Director since 1995, Frank Cappiello is one of the
country's leading financial analysts. He is an expert on the national economy
and a recognized authority on investments. Mr. Cappiello's background in
economics is extensive. For more than 12 years, he was chief investment officer
for an insurance holding company with overall responsibility for managing assets
of $800 million. Prior to that, Mr. Cappiello was research director of a major
stock brokerage firm. Subsequently, he was president of an investment counseling
firm, McCullough, Andrews & Cappiello, Inc., providing asset management to
individual and institutional investors. Mr. Cappiello is currently Chairman and
a Managing Director of Montgomery Brothers, Cappiello, LLC, an investment
advisor with offices in Washington, D.C. and New York. Mr. Cappiello was a
regular panelist on the award winning television program Wall $treet Week With
Louis Rukeyser, where he was a member of its Hall of Fame since 1991. He
continues his panelist role on Louis Rukeyser's Wall Street on CNBC. He is also
a frequent guest on CNN as well asCNBC. He is the author of four books,
including Finding the Next Superstock. Mr. Cappiello is a graduate of the
University of Notre Dame and Harvard University's Graduate School of Business
Administration.

     Mr. Cappiello serves as the Chairman of the Compensation Committee and the
Chairman of the Audit Committee and is the financial expert of the
Audit Committee of the Board of Directors. He is also a member of the Corporate
Governance and Nominating Committee. In performing these duties Mr. Cappiello
operates independent from the management of the Company. Messrs. Shapiro and
Vineberg serve on the Audit Committee, the Compensation Committee and the
Corporate Governance and Nominating Committee as Independent Directors. Mr.
Vineberg is the Chairman of the Corporate Governance and Nominating Committee.
Mr. Manin is a member of the Compensation and Corporate Governance and
Nominating Committees as an Independent Director.


AUDIT COMMITTEE

    The Audit Committee assists the Board of Directors in fulfilling the Board's
oversight responsibility to the shareholders relating to the integrity of the
Company's financial statements, the Company's compliance with legal and
regulatory requirements, the qualifications, independence and performance of the
Company's independent auditor and the performance of the internal audit
function.  The Audit Committee is directly responsible for the appointment,
compensation, retention and oversight of the work of the independent auditor
engaged for the purpose of preparing or issuing an audit report or performing
other audit, review or attestation services for the Corporation.

    The Board of Directors adopted a written charter for the Audit
Committee which was included as an exhibit to the Proxy Statement filed
with the Securities and Exchange Commission on October 4, 2001 for the
fiscal year ended November 30, 2000.  The Audit Committee re-examined and
revised its charter in 2003, in light of the expanded responsibilities
imposed under the Sarbanes-Oxley Act of 2002 and related SEC rules. The
Audit Committee submitted the amended charter to the Board of Directors for
approval and the approved, amended charter was filed with the SEC on
October 24, 2003 as Appendix A to the Definitive Proxy Statement and is
available on the internet directly from the Securities and Exchange
Commission's website (www.sec.gov) or upon written request to the
Canterbury Investor Relations Department at the address listed below.

     The members of the Audit Committee are Frank Cappiello, Chairman, Stephen
Vineberg and Paul Shapiro, all of whom the Board in its business judgment has
determined are independent as defined by SEC regulations and Nasdaq's listing
standards.  The Board of Directors also has determined that all of the members
of the Audit Committee have sufficient knowledge in financial and auditing
matters to serve on the Audit Committee and that Frank Cappiello qualifies as
an audit committee financial expert as defined by SEC regulations.

CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

     The Company has adopted a Code of Ethics for Senior Financial Officers.  A
copy of this document can be obtained upon written request to Canterbury's
Investor Relations Department at 352 Stokes Road, Suite 200, Medford, NJ
08055.


ITEM 11. EXECUTIVE COMPENSATION
- -------------------------------

CASH COMPENSATION
- ------------------
     The Company had 78 full-time employees as of November 30, 2003.


                                             SUMMARY COMPENSATION TABLE

                                                                   Long-Term Compensation
                       Annual Compensation            Award                       Payouts
                       ----------------------------- -------------------------------------------

                                                 Other                Securities        All other
Name and                                        Annual   Restricted Underlying           Compen-
Principal                     Salary  Bonus     Compen-   Stock      Options/  LTIP      sation
Position                Year  ($)     ($)       sation($) Award($)    SAR(#)*  Payouts($)  ($)
- - ------------------------------------------------------------------------------------------------
Stanton M. Pikus        2003 $233,000 $30,000(1)  $-     $15,000       -       $-         $-
Chairman                2002  247,000    -         -        -          -        -          -
                        2001  254,000    -         -        -        25,001     -          -

Kevin J. McAndrew       2003 $233,000 $20,000(1)  $-     $15,000       -       $-         $-
President, Chief        2002  247,000    -         -        -          -        -          -
Executive Officer, and  2001  218,000    -         -        -        21,429     -          -
Chief Financial Officer

Jean Z. Pikus           2003 $143,000 $11,700(1)  $-     $ 9,000       -       $-         $-
Vice President          2002  150,000    -         -        -          -        -          -
                        2001  112,000    -         -        -        12,144     -          -

(1) Awarded in Fiscal 2002 and paid in Fiscal 2003

      No other Executive Officer received in excess of $100,000 in total annual
compensation for the three-year period.

     There were no stock options granted to Executive Officers during Fiscal
2003.


+--------------------------------------------------------------------------------------+
|                           Number of Securities          Value of Unexercised         |
|                           Underlying Unexercised           In-The-Money Options      |
|                          Options at Year End             at Year End 2003            |
|                                2003 (#)                             ($)              |
| Name                  Exercisable    Unexercisable  Exercisable   Unexercisable      |
|---------------------+-------------+---------------+------------+---------------------+
|                     |             |               |            |                     |
| Stanton M. Pikus    |    73,575   |     0         |     $0     |       $0            |
|-------------------- +-------------+---------------+------------+---------------------+
| Kevin J. McAndrew   |    57,146   |     0         |     $0     |       $0            |
|---------------------+-------------+---------------+------------+---------------------+
| Jean Z. Pikus       |    33,289   |     0         |     $0     |       $0            |
|-------------------- +-------------+---------------+------------+---------------------+


     Option holders have five years from the date of grant to exercise any or
all of their options, and upon leaving Canterbury the option holders must
exercise within 30 days or lose their options.  These options exercise into
Canterbury restricted common shares of company stock.

     The Company executed employment agreements dated June 1, 2001 between the
Company and Mr. Kevin J. McAndrew and the Company and Mr. Stanton M. Pikus.
Each employment agreement is for a period of five years.  Each sets forth
various services to be performed.  Each employee shall receive an annual salary
of $245,000 with annual cost of living increases tied to a nationally
recognized index, as set forth by the Board of Directors from time to time.
These employment agreements supercede and replace the prior employment
agreements, including the cancellation of bonus opportunities which were to be
payable through December 1, 2003.  These agreements also include a non-
competition prohibition for a period of three years after employment has been
terminated.


     On December 1, 2001 the Company executed a five-year employment agreement
between the Company and Ms. Jean Pikus. Ms. Pikus shall receive an annual salary
of $150,000 with annual cost of living increases tied to a nationally recognized
index, as set forth by the Board of Directors from time to time. The agreement
also includes a non-competition prohibition for a period of three years after
employment has been terminated.

     On March 1, 2003 Canterbury's corporate management team, inclusive of the
Chairman, President and Vice President, voluntarily reduced their present
salaries by 8%.  This is in line with a previously instituted 8% salary
reduction at one of the Company's largest subsidiaries.  On August 18, 2003, on
the recommendation of Mr. Frank Cappiello, the Chairman of the Compensation
Committee of the Board of Directors, the Chairman, President and Vice President
agreed to continue their voluntary 8% salary cuts through November 30, 2003
even though they have employment contracts in place.  In lieu of the cash lost
they were offered a block of restricted common stock on which they must be
personally responsible for the applicable federal and state income taxes.  Due
to the restrictions on the sale of the stock, the stock was valued at 50% of
the closing price on Nasdaq on the day prior to this Board Resolution and its
acceptance by the three aforementioned individuals.  Due to this discount, the
Company has agreed with Nasdaq's requirement to "lock-up" these 103,338 shares
until the shareholders have given their approval to the issuance.  They cannot
be sold, voted or be entitled to dividends until that time.  However, if at any
time prior to the issuance of the aforementioned Proxy, 51,669 of the 103,338
shares are returned to the Company, then no Proxy or shareholder approval will
be required, and this matter will be resolved.  Or in the alternative, if the
51,669 shares are paid for at the higher of the closing bid price at the date
of issuance or the closing bid price on December 16, 2003, then this matter
will also be resolved and no Proxy or shareholder approval will be required.  A
charge of $77,000 was made during the third quarter to reflect the cost of this
stock.  The corporate management team continues to receive its reduced rate of
cash pay as of the date of this filing.


COMPENSATION PURSUANT TO PLAN

     The following qualified and non-qualified stock options were granted
at 100% of the market value on date of grant to executive officers and
directors of the Company as of February 19, 2003.




Name of Individual      Capacity in Which Served   Date Granted   Exercise Price    Options
- - ----------------------------------------------------------------------------------------------
Stanton M. Pikus        Chairman of the Board of     8/27/99        $10.92           5,715
                        Directors                    11/4/99        $16.80          14,286
                                                      8/2/00        $21.00           3,572
                                                    11/28/00        $19.46          10,715(1)
                                                      1/9/01        $10.50          10,715(1)
                                                    11/12/01         $4.83          14,286(1)
- - ----------------------------------------------------------------------------------------------
Kevin J. McAndrew       President, Chief Executive   8/27/99        $10.92          4,286
                        Officer, Chief Financial     11/4/99        $16.80         10,715
                        Officer, Treasurer, Director  8/2/00        $21.00          2,858
                                                    11/28/00        $19.46          7,143(1)
                                                      1/9/01        $10.50          7,143(1)
                                                    11/12/01         $4.83         14,286(1)
- - ----------------------------------------------------------------------------------------------
Jean Z. Pikus           Vice President, Secretary,   8/27/99        $10.92          2,572
                        Director                     11/4/99        $16.80          6,429
                                                      8/2/00        $21.00          2,143
                                                    11/28/00        $19.46          3,572(1)
                                                      1/9/01        $10.50          3,572(1)
                                                    11/12/01         $4.83          8,572(1)
- - ----------------------------------------------------------------------------------------------
Alan Manin              Director                     8/27/99        $10.92          1,000
                                                     11/4/99        $16.80          2,500
                                                     1/11/00        $25.70          1,429
                                                      8/2/00        $21.00            715
                                                    11/12/01         $4.83          2,858
                                                    08/18/03          $.75         10,000
- - ----------------------------------------------------------------------------------------------
Stephen Vineberg        Director                     8/27/99        $10.92          1,000
                                                     11/4/99        $16.80          2,500
                                                      8/2/00        $21.00            715
                                                    11/12/01         $4.83          2,858
                                                    08/18/03          $.75         10,000
- - ----------------------------------------------------------------------------------------------
Paul Shapiro            Director                     8/27/99        $10.92          1,000
                                                     11/4/99        $16.80          2,500
                                                      8/2/00        $21.00            715
                                                    11/12/01         $4.83          2,858
                                                    08/18/03          $.75         10,000
- - ----------------------------------------------------------------------------------------------
Frank Cappiello         Director                     8/27/99        $10.92          2,000
                                                     11/4/99        $16.80          5,000
                                                      8/2/00        $21.00          1,786
                                                    11/12/01         $4.83          5,715
                                                    08/18/03          $.75         20,000
- - ----------------------------------------------------------------------------------------------




   (1) These options are part of the 1995 Employee Stock Option Plan; however
   they are incentive stock options. All other options issued as part of the
   1995 Stock Option Plan are non-qualified stock options.

     Employee stock option holders have five years from the date of grant to
exercise any or all of their options, and upon leaving the Company the option
holders (but not consultants) must exercise within 30 days. These options
exercise into restricted shares of Company common stock and absent registration,
or any exemption from registration, must be held for the applicable Rule 144
holding period before the restriction can be removed.

OTHER COMPENSATION
- --------------------
     See "Certain Relationships and Related Transactions" for key-man life
insurance arrangements.

COMPENSATION OF DIRECTORS
- --------------------------
     In an effort to maintain its current independent directors and if it
decides to do so in the future attract additional qualified directors to serve
on the Board, Management and the Board of Directors decided on July 29, 2002
that beginning on September 1, 2002 and quarterly thereafter, all independent
directors would be paid $2,000 each per quarter as Director's compensation.
50,000 Company stock options were issued at 100% of market value to all
Directors who are not otherwise salaried employees on August 18, 2003. These
options had an estimated Black-Scholes value of $25,000 at date of grant.
Stock Options are delineated in the Compensation Pursuant To Plan table in
Item 11.


TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
- --------------------------------------------------------------
     Due to a significant breach of his Employment Agreement, the President
of Usertech/Canterbury was terminated from his employment on March 18,
2003.  Accordingly, Canterbury ceased paying the balance of compensation
due to the President of Usertech under this Employment Agreement which
exceeded $700,000.  When Canterbury purchased Usertech from Ceridian
Corporation, Canterbury was led to believe that this President was
essential to the continued success of the company.  Ceridian failed to
disclose that this President played an active role with a vendor of
Ceridian which was not only a conflict, but in essence, precluded this
President from giving his undivided attention to Usertech.  Thus,
Canterbury is holding Ceridian Corporation liable for the undisclosed
actions of the President, misrepresentations in the acquisition of Usertech
and other claims related to Canterbury's purchase of Usertech and
consummation of an Employment Agreement with this President.  It has not
yet been determined if any claims will be brought against any other
individuals or other entities related to the claims arising from
Canterbury's acquisition of Usertech and employment of the president.


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- ------------------------------------------------------------

     No member of the Compensation Committee is a current officer or has been
an officer of the Company or any of its subsidiaries during the past six years.
In addition, there are no compensation committee interlocks with other entities
with respect to any such member.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ---------------------------------------------------------------------------

     (A)(B) The following table sets forth as of February 19, 2004 certain
information with regard to the record and beneficial ownership of the Company's
common stock by (i) each shareholder, owner of record or beneficial owner of 5%
or more of the Company's common stock (ii) each Director individually and (iii)
all Officers and Directors of the Company as a group.  Addresses for the
individuals listed below are c/o Canterbury Consulting Group, Inc. at
352 Stokes Road, Suite 200, Medford, NJ  08055:


                                    Amount and Nature of Beneficial Ownership


                         Shares     Shares Acquirable Shares Acquirable    % Owned of
Name of                  Currently  Within 60 Days By Within 60 Days By      Company's
Beneficial Owner         Owned      Option Exercise   Note Conversion         Shares
- - --------------------------------------------------------------------------------
Stanton M. Pikus (1)(2)  220,493      59,289           100,000               13.98%
Kevin J. McAndrew        112,355      46,431           100,000                9.52%
Jean Zwerlein Pikus (1)   68,737      26,860              -                   3.52%
Alan Manin (3)            29,152      18,502           100,000                5.43%
Stephen M. Vineberg       15,519      17,073              -                   1.20%
Paul L. Shapiro            3,668      17,073              -                    .76%
Frank A. Cappiello        45,953      34,501           100,000                6.64%
                        --------    -------            ------                 -----
- - -----------------------
All Officers, Directors
and 5% Stockholders as
a group (7 in number)    495,877     219,729           400,000               41.06%
                       =========    ========           =======              =======

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



Stock Options are delineated in the Compensation Pursuant To Plan table
in Item 11.
(1) Stanton M. Pikus and Jean Zwerlein Pikus are married to each other and,
    therefore, are deemed to have beneficial ownership in each other's shares.
(2) 10,288 shares of Canterbury common stock owned in the name of Matthew Zane
    Pikus Trust are included in Stanton M. Pikus' shares currently owned total.
(3) 10,462 shares owned by Atlantis Family L.C. of which Mr. Manin is the sole
    beneficiary, are included in his total.


     The following table summarizes certain information regarding the Company's
equity compensation plans.



                                 ( a )               ( b )                 ( c )
                       Number of Securities        Weighted-average      Number of
                       to be issued upon exercise  exercise price of     securities remaining
                       of outstanding options,     outstanding options,  available for future
                       warrants and rights         warrants and rights   issuance under equity
                                                                         compensation plans
                                                                         (excluding securities
Plan Category                                                            reflected in column (a))
- - -------------------------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders (1)        295,599                     $8.95              144,878

Equity compensation
plans not approved by
security holders(2)          23,002                     $6.32                 --
                          ---------                     -----              -------
    Total                   318,601                     $8.76              144,878
                          =========                     =====             ========



(1)  1995 Employee Stock Option Plan was approved by the shareholders on
     July 21, 1995 with an amendment approved by shareholders on
     August 26, 1996. See Note 12 of Notes to Consolidated Financial
     Statements, Stock Option Plans for a description of stock
     option plans.
(2)  Options and Warrants issued to consultants outside of the shareholder
     approved stock option plan issued between March 7, 2002 and
      May 23, 2002.

CHANGE IN CONTROL
- -----------------

     There has been no change in control of the Company.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ---------------------------------------------------------

     The Company has secured key-person life insurance policies for its
Corporate Officers. The amount and beneficiary of the key-person life insurance
policies are as follows:

Corporate Officers            Amount of Policy              Beneficiary
- ------------------            ----------------              -----------
Kevin J. McAndrew                 $1,000,000                   Company
Jean Z. Pikus                       $500,000                   Company

     The Company has secured a $1,000,000 key-person life insurance policy
on the President of USC/Canterbury Corp., Patricia Bednarik.

     During Fiscal 2001, certain officers and directors of the Company purchased
a 33% stock ownership in a corporation that was previously a subsidiary of the
Company prior to the November 1996 sale by the Company of its 100% stock
ownership in this corporation to an outside group. The Company holds note
receivables in the amount of $3,760,098 from this corporation of which
$3,636,000 pertains to notes originating on the November 1996 date of sale (see
Note 4). The Company maintained the same level of security interest protection
and the same debt amortization schedule. The Company earned $322,000, $395,000
and $408,000 of interest income from these notes in Fiscal 2003, 2002 and 2001,
respectively. During the fourth quarter of Fiscal 2003, a 22% owner of this
corporation passed away. After his death, that corporation purchased and retired
his shares from his estate. As a result of this purchase and retirement of his
shares, certain officers and directors of the Company now own 44% of this
corporation.

     At November 30, 2003 and 2002, the total notes receivable plus accrued
interest for issuances of Company common stock to corporate officers, corporate
counsel and certain consultants totaled $3,595,000 and $3,641,000, respectively.
These non-recourse notes are collateralized by common stock of the Company and
are reported as a contra-equity account. Interest rates range from 4% to 6.6%.
Prior to July 17, 2002, $1,739,000 of these notes were recourse notes.

     On July 17, 2002 the Compensation Committee recommended, and the Board of
Directors approved a modification of the April 10, 2001 and the May 16, 2001
notes. The notes became non-recourse as to principal and interest as of
September 1, 2002 with the issued shares continuing to collateralize the notes.
All accrued interest on the notes as of September 1, 2002 has been paid to the
Company. Principal and interest must be paid by recipient before they are
entitled to sell their respective shares. If principal and interest have not
been paid by the maturity date of the recipient notes, then recipients' sole
obligation shall be that any shares relating to this nonpayment will be
forfeited and returned to the Company. If this event were to occur, both the
underlying shares and the notes receivable would be cancelled with no effect on
the net worth of the Company. In consideration for this modification the term of
these notes was reduced and shortened from April and May, 2006 to December 31,
2004. The Board also prohibited the issuance of any stock options, stock or any
other form of equity for all of Fiscal 2002 to the recipients. In the past, the
Board has issued and/or granted significant amounts of equity (in the form of
stock options or stock purchases) to these recipients on an annual basis. The
Compensation Committee did not wish any additional dilution of Company stock at
the then current low prices. Also by reducing the term of the notes the
Compensation Committee believed that management would have a further inducement
to accelerate their efforts to increase shareholder value or risk the loss of
their shares.

     On June 3, 2003 the Board of Directors of Canterbury approved a private
placement for the Company in the form of a 7 3/4% Senior Convertible Promissory
Note which was overwhelmingly ratified by 95.21% of the shareholders who voted
on the proposal on November 24, 2003. The net proceeds of this private placement
were used for working capital to operate the Company in order to offset the
operating cash flow shortfall in the fourth quarter of Fiscal 2002, and the
first quarter of Fiscal 2003, and to partially replace the $1,000,000 reduction
in the Company's credit facility by its bank which occurred in the first quarter
of Fiscal 2003. This note is convertible into Canterbury restricted common stock
at $.355 per share. The notes, if not converted into restricted common stock
before then, mature in 36 months and the entire loan amount of $355,000 must be
repaid at that time. The ten convertible note units represent total potential
dilution of one million shares if all of the notes are converted into common
stock. Ten units at $35,500 each were sold. Four units were purchased by
affiliates of the Company and six units were purchased by non-affiliates. This
debt is subordinate to all current and future bank debt, but is senior to all
other current and future Company indebtedness.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
- ------------------------------------------------

Fees of Independent Public Accountants

Audit Fees
- -----------
     The aggregate fees billed by Baratz & Associates, P.A. for professional
services rendered for the audit of the Company's annual financial statements
for the fiscal years ended November 30, 2003 and 2002, and for the review of
the financial statements included in the Company's Quarterly Reports on Form
10-Q, and services that are normally provided in connection with statutory and
regulatory filings and engagements, for those fiscal years were $83,500 for
2003 and $73,000 for 2002.

Audit Related Fees
- -------------------
     The aggregate fees billed by Baratz & Associates, P.A for professional
services for assurance and related services that are reasonably related to the
performance of the audit or review of the Company's financial statements and
not reported under the heading "Audit Fees" above for the fiscal years ended
November 30, 2003 and November 30, 2002 were $500 and $0, respectively. During
2003, these services included proxy disclosure review.  The aggregate fees
billed for professional services rendered by Ernst & Young for the review of
information contained in the Form 10-K for the fiscal year ended November 30,
2002 and for the re-issuance of their audit report for the Form 10-K for the
fiscal year ended November 30, 2000 were $7,500

Tax Fees
- --------
     The aggregate fees billed by Baratz & Associates, P.A for professional
services for tax compliance, tax advice and tax planning for the fiscal years
ended November 30, 2003 and November 30, 2002 were $24,000 and $23,000,
respectively.  During 2003 and 2002, these services generally included federal
and state tax return preparation services.

All Other Fees
- --------------
     There were no additional aggregate fees billed by Baratz & Associates, P.A
for other services rendered to the Company for the fiscal years ended November
30, 2003 and 2002.

Pre-Approved Services
- ----------------------
     All audit related services, tax services and other services were pre-
approved by the Audit Committee, which concluded that the provision of such
services by Baratz & Associates, P.A was compatible with the maintenance of
that firms' independence in the conduct of their auditing functions. The Audit
Committee's Charter provides for pre-approval of audit, audit-related and tax
services. The Charter authorizes the Audit Committee to delegate to one or more
of its members pre-approval authority with respect to permitted services.


                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- ---------------------------------------------------------------------------
    Consolidated Financial Statements filed here include: Balance Sheets at
November 30, 2003 and 2002 and Statements of Operations, Stockholders' Equity
and Cash Flows for the years ended November 30, 2003, 2002, and 2001. All other
schedules for which provision is made in Regulation S-K of the Commission are
not required under the related instruction or are not applicable and therefore
have been omitted.

Consolidated Financial Statements                                      Page No.
                                                                       --------
Report of Independent Auditors                                           F- 1
Consolidated Balance Sheets - November 30, 2003 and 2002                 F- 3
Consolidated Statements of Operations - Years ended November 30, 2003,
    2002, and 2001                                                       F- 5
Consolidated Statements of Stockholders' Equity/Years
    ended November 30, 2003, 2002, and 2001                              F- 7
Consolidated Statements of Cash Flows - Years ended November 30, 2003,
    2002, and 2001                                                       F- 8
Notes to Consolidated Financial Statements                               F- 10
Valuation and Qualifying Accounts                                        F- 25






Certain of the exhibits to this Annual Report are hereby incorporated by
reference, as specified:

Exhibit No.                    Description
- ------------------------------------------------------------------------------
3(a)     Articles of Incorporation of Canterbury Press, Inc (incorporated by
         reference from the like-numbered exhibit to Form S-3 Registration
         Statement, SEC. File No. 33-77066 filed on March 30, 1994)
3(b)     By-Laws of the Registrant (incorporated by reference from the like-
         numbered exhibit to Form S-3 Registration Statement, SEC. File No. 33-
         77066 filed on March 30, 1994)
3(c)     Certificate of Amendment to Articles of Incorporation changing the
         name to Canterbury Education Services, Inc. (incorporated by reference
         from the like-numbered exhibit to Form S-3 Registration Statement,
         SEC. File No. 33-77066 filed on March 30, 1994)
3(d)     Certificate of Amendment to Articles of Incorporation changing the
         name to Canterbury Corporate Services, Inc. (incorporated by reference
         from the like-numbered exhibit to Form S-3 Registration Statement,
         SEC. File No. 33-77066 filed on March 30, 1994)
3(e)     Certificate of Amendment to Articles of Incorporation changing the
         name to Canterbury Information Technology, Inc. (incorporated by
         reference from the Annual Report and Definitive Proxy Materials filed
         with the SEC on May 2, 1997)
3(f)     Certificate of Amendment to Articles of Incorporation changing the
         name to Canterbury Consulting Group, Inc incorporated by reference
         from the Annual Report and Definitive Proxy Materials filed with the
         SEC on March 6, 2001
10.1     Asset Purchase Agreement between Ceridian Corporation and the
         Registrant (incorporated by reference from Exhibit 99.4 of Form 8-K
         filed with the SEC on October 11, 2001)
10.2     Kevin J. McAndrew's Employment Agreement (incorporated by reference
         from Exhibit 99.13 to Form 8-K filed with the  SEC on June 11, 2001)
10.3     Stanton M. Pikus' Employment Agreement (incorporated by reference from
         Exhibit 99.13 to Form 8-K filed with the SEC on June 11, 2001)
21       Subsidiaries of Registrant (filed herewith)
31.2     Rule 13a-14(a) Certification pursuant to Section 302 of the Sarbanes-
         Oxley Act of 2002 (filed herewith).
32       Certifications pursuant to 18 U.S.C. Section 1330, as adopted pursuant
         to Section 906 of the Sarbanes-Oxley Act of 2002  (filed herewith)

Reports on Form 8-K filed during the last quarter of the period covered by this
report are as follows:
        None





                                   SIGNATURES
                                   -----------

     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, Canterbury Consulting Group, Inc. has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

                          CANTERBURY CONSULTING GROUP, INC.
                          ---------------------------------

Dated:  2/27/04     By /s/ Kevin J. McAndrew
        -------        ---------------------
                          Kevin J. McAndrew, President; Chief Executive Officer;
                          Treasurer

Dated:  2/27/04     By /s/ Kevin J. McAndrew
        -------        ---------------------
                          Kevin J. McAndrew, Chief Financial Officer

        Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, this report has been signed on behalf of Canterbury
Consulting Group, Inc. and in the capacities and on the dates indicated.

Dated:  2/27/04       By /s/ Stanton M. Pikus
        -------        --------------------
                      Stanton M. Pikus, Director; Chairman of the Board of
                      Directors

Dated:  2/27/04     By /s/ Kevin J. McAndrew
        -------        ---------------------
                    Kevin J. McAndrew, President, Chief Executive Officer;
                    Executive Vice President; Chief Financial Officer;
                    Director

Dated:  2/27/04     By /s/ Jean Zwerlein Pikus
        -------        -----------------------
                    Jean Zwerlein Pikus, Vice President - Operations;
                    Secretary; Director

Dated:  2/27/04     By /s/ Alan Manin
        -------        --------------
                    Alan Manin, Director

Dated:  2/27/04     By /s/ Stephen M. Vineberg
        -------        ---------------------
                    Stephen M. Vineberg, Director

Dated:  2/27/04     By /s/ Paul L. Shapiro
        -------        -------------------
                    Paul L. Shapiro, Director

Dated:  2/27/04     By /s/ Frank A. Cappiello
        -------        ---------------------
                    Frank A. Cappiello, Director





               Canterbury Consulting Group, Inc. - FORM 10-K 2003


              Report of Independent Auditors - 2003, 2002 and 2001



To the Board of Directors and Stockholders
Canterbury Consulting Group, Inc.
Medford, New Jersey


We have audited the accompanying consolidated balance sheets of Canterbury
Consulting Group, Inc. as of November 30, 2003 and 2002, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended November 30, 2003. Our audits also
included the financial statement schedule listed in the Index at Item 15. These
financial statements and schedule are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. 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 financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Canterbury
Consulting Group, Inc. at November 30, 2003 and 2002, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended November 30, 2003, in conformity with accounting principles
generally accepted in the United States of America. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, effective
December 1, 2000, the Company changed its method of accounting for revenue
recognition in accordance with guidance provided in SEC Staff Accounting
Bulletin No. 101, "Revenue Recognition in Financial Statements." Also, as
discussed in Note 1 to the consolidated financial statements, effective December
1, 2001, the Company adopted Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets."


                                                Baratz & Associates, P.A.
Marlton, New Jersey
February 3, 2004

except for the first paragraph of Note 8, as to which the date is
February 19, 2004

                                       F-1







                           CONSOLIDATED BALANCE SHEETS
                           November 30, 2003 and 2002


ASSETS
                                       2003              2002
                                       ----              ----
Current Assets:

   Cash and cash equivalents        $1,385,824         $395,477
   Marketable securities               300,000             -
   Accounts receivable, net
    of allowance for doubtful
    accounts of $271,000
    and $383,000                     2,477,060        2,850,934
   Notes receivable -
    current portion                    287,845          492,377
   Prepaid expenses and
    other assets                        93,311          321,826
   Inventory, principally
    finished goods, at cost             92,599          173,118
   Deferred tax assets                    -             272,660
                                    -----------      ----------
        Total Current Assets         4,636,639        4,506,392

Property and equipment at cost,
 net of accumulated depreciation
 of $1,093,000 and $1,349,000          604,449          885,302
Goodwill                             2,433,381        3,608,381
Deferred tax assets                    759,000          951,525
Notes receivable                     3,472,253        6,474,266
Other assets                            32,821          206,910
                                   -----------       ----------

              Total Assets         $11,938,543      $16,632,776
                                   ===========      ===========

                                    Continued
                             See Accompanying Notes


                                       F-2





                           CONSOLIDATED BALANCE SHEETS
                           November 30, 2003 and 2002
                                    Continued

LIABILITIES AND STOCKHOLDERS' EQUITY

                                               2003                      2002
                                           ----------                   --------
Current Liabilities:
   Accounts payable - trade                 $ 963,588                 $ 618,124
   Accrued expenses                           532,597                   821,298
   Unearned revenue                           470,107                   892,249
   Current portion, long-term debt            889,490                   882,880
                                           ----------                 ---------

         Total Current Liabilities          2,855,782                 3,214,551

Long-term debt                                 62,934                 1,209,625

Subordinated convertible debt                 355,000                      -
                                           ----------                 ---------

         Total Liabilities                  3,273,716                 4,424,176
                                           ----------                 ---------


Commitments and Contingencies

Stockholders' Equity:
   Common stock, $.001 par value,
   50,000,000 shares authorized;
   2,097,251 and 1,732,959 issued
   and outstanding                              2,097                     1,733

   Additional paid-in capital              24,248,039                23,782,498
   Accumulated deficit                    (11,989,817)               (7,934,823)
   Notes receivable for common
    stock - related parties                (3,595,492)               (3,640,808)
                                           ----------                 ---------

         Total Stockholders' Equity         8,664,827                12,208,600
                                           ----------                 ---------

         Total Liabilities and
          Stockholders' Equity            $11,938,543               $16,632,776
                                          ===========               ===========





                             See Accompanying Notes
                                       F-3





                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  Years ended November 30, 2003, 2002 and 2001


                                     2003            2002                 2001
                                     ----            ----                 ----

Service revenue                  $10,476,835      $15,543,062       $11,143,355
Product revenue                   11,907,459       14,489,585        16,425,632
                                 -----------      -----------       -----------
   Total net revenue              22,384,294       30,032,647        27,568,987

Service costs and expenses         7,934,227       10,656,433         6,816,328
Product costs and expenses        10,609,910       12,571,259        12,892,888
                                 -----------      -----------       -----------

   Total costs and expenses       18,544,137       23,227,692        19,709,216

Gross profit                       3,840,157        6,804,955         7,859,771
                                 -----------      -----------       -----------

Selling                            1,761,477        2,498,163         2,452,170
General and administrative         4,816,105        5,967,299         5,833,718
Goodwill impairment                1,175,000          583,723         5,957,753
                                 -----------      -----------       -----------

   Total operating expenses        7,752,582        9,049,185        14,243,641

Other income/(expenses)
   Interest income                   463,856          646,845           689,723
   Interest expense                 (125,422)        (198,725)         (185,235)
   Other                             (16,498)          89,336          (251,538)
   Investment impairment                -                -           (2,637,285)
                                 -----------      -----------       -----------

   Total other income/(expenses)     321,936          537,456        (2,384,335)

Loss from continuing operations
    before income taxes and
    cumulative effect of change
    in accounting principle       (3,590,489)      (1,706,774)       (8,768,205)

Provision (benefit) for income
  taxes                              476,324          237,188        (2,020,328)
                                 -----------      -----------       -----------

Loss from continuing operations
    before cumulative effect of
    change in accounting
    principle                     (4,066,813)      (1,943,962)       (6,747,877)
Income (loss) from discontinued
    operations (net of income
    taxes of $6,089, $9,012 and
   $(59,548))                         11,819          (73,889)         (198,890)
Cumulative effect of change in
   accounting principle                 -                -             (213,088)
                                 -----------      -----------       -----------

Net loss                         $(4,054,994)     $(2,017,851)      $(7,159,855)
                                 ============     ============      ============


         See Accompanying Notes

                                       F-4




       CONSOLIDATED STATEMENTS OF OPERATIONS
   Years ended November 30, 2003, 2002 and 2001
      Continued



                                     2003            2002                 2001
                                     ----            ----                 ----

Net (loss) income per share
  and common share equivalents

   Basic and diluted:

     Loss from continuing
       operations before
       cumulative effect of
       change in accounting
       principle                   $(2.17)         $(1.12)               $(4.01)
     Income (loss) from
       discontinued operations        .01            (.04)                 (.12)
     Cumulative effect of
       change in accounting
       principle                      -               -                    (.12)

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

     Net loss                      $(2.16)         $(1.16)               $(4.25)
                                   ======          ======                ======

   Weighted average number
     of common shares -
     basic and diluted          1,876,300       1,742,500             1,682,800
                                =========       =========             =========

         See Accompanying Notes

                                       F-5





              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                Years Ended November 30, 2003, 2002 and 2001







                                                          (Accumulated            Accumulated    Note          Total
                          Common     Common   Additional  Deficit)                Other          Receivable    Stock-
                          Stock      Stock    Paid-in     Retained    Treasury    Comprehensive  for Common    holders'
                          Shares     Amount   Capital     Earnings    Stock       Income/(loss)   Stock        Equity
- --------------------------------------------------------------------------------------------------------------------------
Balance, November 30,
     2000                 1,526,531 $1,526   $22,465,890  $1,242,883  $(407,300)  $779,244      $(2,002,142) $22,080,101
Net loss for the year
    ended November 30, 2001                               (7,159,855)                                         (7,159,855)
Unrealized loss on available
   for sale securities                                                            (779,244)                     (779,244)
                                                                                                              ----------
Total comprehensive loss                                                                                      (7,939,099)
401(k) Company match          5,808      6        83,357                                                          83,363
Issuance of common shares
   to employees, directors
   and consultants for
   notes                    253,928    254     2,101,471                                         (2,101,725)       -
Retirement of treasury
   shares                    (5,045)    (5)     (407,295)               407,300                                    -
Reserve for interest on notes
   receivable for capital stock                                                                     101,596      101,596
                          --------- ------   ----------- ------------   ----------  ------------ -----------  -----------
Balance, November 30,
      2001                1,781,222 $1,781   $24,243,423 $(5,916,972)  $   -      $   -         $(4,002,271) $14,325,961
                          ========= ======   =========== ============   ==========  ============ ===========  ===========

Net loss for the year
    ended November 30,2002                                (2,017,851)                                         (2,017,851)
401(k) Company match         16,755     17        82,082                                                          82,099
Retirement of Promissory
     Notes                  (36,430)   (37)     (364,913)                                           364,950        -
Purchase and retirement of
     treasury shares        (35,285)   (35)     (250,288)                                                       (250,323)
Additional issuance of common
   stock for capital          6,697      7        14,993                                                          15,000
Issuance of stock options to
   consultants                                    57,201                                                          57,201
Notes receivable for
   capital stock                                                                                     (3,487)      (3,487)
                          --------- ------   ----------- ------------   ----------  ------------ -----------  -----------
Balance, November 30,
   2002                   1,732,959 $1,733   $23,782,498 $(7,934,823)  $   -      $   -         $(3,640,808) $12,208,600
                          ========= ======   =========== ============   ==========  ============ ===========  ===========

Net loss for the year ended
     November 30,2003                                     (4,054,994)                                         (4,054,994)
401(k) Company match        115,950    116       210,914                                                         211,030
Issuance of common stock to
   officers in lieu of
   salary                   103,342    103        77,536                                                          77,639
Issuance of common stock to
   consultants for services 145,000    145       154,870                                                         155,015
Issuance of stock options to
   consultants                                    22,221                                                          22,221
Receipt of accrued interest on
   notes receivable                                                                                  45,316       45,316
                          --------- ------   ----------- ------------   ----------  ------------ -----------  -----------
Balance, November 30,
    2003                  2,097,251 $2,097   $24,248,039$(11,989,817)   $  -        $ -         $(3,595,492)  $8,664,827
                          ========= ======   =========== ============   ==========  ============ ===========  ===========


                                       F-6







                  CONSOLIDATED STATEMENTS OF CASH FLOWS
              Years ended November 30, 2003, 2002 and 2001

                                            2003          2002          2001
                                           -----         -----         ------

Operating activities:
   Net loss                             $(4,054,994)  $(2,017,851)  $(7,159,855)
   Adjustments to reconcile net
    loss to net cash provided
    by operating activities:
     Depreciation and amortization          370,088       485,924       969,959
     Provision for losses on
       accounts receivable                 (111,765)      130,887       433,214
     Goodwill impairment                  1,175,000       583,723     5,957,753
     Investment impairment                     -             -        2,562,284
     Deferred income taxes                  465,185       323,000    (2,162,905)
     Loss on sale of land and
       disposal of assets                    38,513          -          326,176
     401(k) contributions issued
       in stock                             211,030        82,099        83,363
     Receipt of stock for services             -             -         (793,240)
     Issuance of common stock to
       consultants for services             155,015          -             -
     Issuance of common stock to
       officers in lieu of salary            77,639          -             -
     Changes in operating assets,
       net of acquisitions
      Accounts receivable                   485,639     2,640,644     1,221,448
      Inventory                              80,519       653,733      (624,820)
      Prepaid expenses and other assets     228,515       (75,725)      495,255
      Other assets - non current            174,089           637       288,337
      Income taxes                             -          (18,540)     (111,293)
      Accounts payable                      345,464    (1,158,202)     (501,120)
      Accrued expenses                     (288,701)     (193,004)      (73,142)
      Unearned revenue                     (422,142)   (1,050,991)    1,029,565
                                         -----------  ------------    ---------
   Net cash (used in)/provided by
    operating activities                 (1,070,906)      386,334     1,940,979
                                        -----------   ------------   ---------
Investing activities:
     Purchase of marketable securities     (300,000)         -             -
     Proceeds from sale of land                -             -          399,734
     Cash paid for acquisition                 -             -       (2,350,334)
     Capital expenditures, net              (28,755)      (55,284)      (75,920)
     Proceeds from payments on notes
          receivable                      3,206,545       459,129       405,064
     Other                                     -          (29,500)         -
                                        -----------     ---------     ---------

   Net cash provided by/(used in)
     investing activities                 2,877,790       374,345    (1,621,456)
                                        -----------    ----------     ---------

Financing activities:
     Purchase of treasury shares               -         (250,323)         -
     Proceeds from issuance of
       common stock                            -           15,000          -
     Proceeds from revolving line
       of credit                               -          300,000     1,500,000
     Proceeds from long term debt              -             -        1,500,000
     Proceeds from payments on notes
        receivable for common
        stock - related parties              45,316        48,724          -
     Principal payments on long
        term debt                        (1,216,853)   (1,143,453)   (3,540,152)
     Proceeds from subordinated
        convertible debt                    355,000          -             -
                                        -----------    -----------   ---------
   Net cash used in financing
     activities                            (816,537)   (1,030,052)     (540,152)
                                        -----------    ----------     ---------

Net increase/(decrease) in cash             990,347      (269,373)     (220,629)
Cash, beginning of year                     395,477       664,850       885,479
                                        -----------    ----------     ---------
Cash, end of year                       $ 1,385,824     $ 395,477     $ 664,850
                                      ============     ==========     =========

      Continued
         See Accompanying Notes
                                       F-7






       CONSOLIDATED STATEMENTS OF CASH FLOWS
  Years Ended November 30, 2003, 2002 and 2001 (Continued)

Supplemental schedule of noncash investing and financing activities:

    In September 2003, the Company signed a $39,532 note payable in exchange for
new equipment.

    In September 2003 the Company issued 145,000 shares of restricted common
stock to consultants for services performed in conjunction with the early payoff
of a long-term note receivable at fair market value.

    In August 2003 the Company issued 103,338 shares of restricted common stock
to corporate officers in lieu of cash for services performed under their
respective Employment Agreements at fair market value.

    In June 2003, the Company entered into a $37,242 capital lease obligation in
exchange for new equipment.

    In February 2003 the Company issued 115,950 shares of restricted common
stock to its defined contribution plan to fulfill its matching contribution
requirement at fair market value.

    In September 2002 the Company offset $106,505 of uncollected, guaranteed
accounts receivable against the first $400,000 note payment to the seller of
Usertech/Canterbury.

    In July 2002 the Company issued 16,755 shares of restricted common stock to
its defined contribution plan to fulfill its matching contribution requirement
at fair market value.

    Also in July 2002 10,715 shares of restricted stock tied to the stock issued
in February and April 2001 were cancelled and then added to the authorized but
unissued stock total.

    In December, 2001 25,715 shares of restricted stock tied to the stock issued
in February and April 2001 were cancelled and then added to the authorized but
unissued stock total.

    In November, 2001 the Company issued 7,143 shares of restricted common stock
to a consultant of the Company for a note receivable at fair market value.

    In September 2001, the Company issued a $1,200,000 note payable to the
seller as part of the purchase price of Usertech as described in Note 2.

    In September 2001, in conjunction with the purchase of 100% of the stock of
Usertech, the Company purchased computer equipment from the seller valued at
$364,000 through issuance of a note payable.

    In July, 2001 the Company cancelled 3,314 shares of restricted common stock
and then added that amount to the authorized but unissued shares total at fair
market value.

    In May, 2001 the Company received 421,684 shares of common stock from an
affiliated third party valued at a fair market value of $793,240 for services
provided.

    In May, 2001 the Company issued 107,143 shares of restricted common stock to
Officers, Directors and consultants of the Company for notes receivable at fair
market value.

    In May, 2001 the Company converted a $200,000 miscellaneous receivable from
a related party into a six-year term note with interest accruing at 4.8% on the
unpaid balance.

    In April, 2001 the Company issued 97,858 shares of restricted common stock
to Officers, Directors and consultants of the Company for notes receivable at
fair market value.

    In February, 2001 the Company issued 41,786 shares of restricted common
stock to Officers, Directors and consultants of the Company for notes receivable
at fair market value.

    During February and March 2001 the Company issued 36 and 5,774 shares of
restricted common stock, respectively, to its defined contribution plan to
fulfill its matching contribution requirement at fair market value.

    The income taxes paid for Fiscal 2003, 2002, and 2001 were as follows:
$17,100, $76,600, $194,300, respectively.

    Interest paid during Fiscal 2003, 2002, and 2001 were as follows: $125,422,
$198,725, and $186,348, respectively.


                                       F-7





1.  Operations and Summary of Significant Accounting Policies

Description of Business
- ------------------------
     Canterbury Consulting Group, Inc., formerly Canterbury Information
Technology, Inc., (hereinafter referred to as "the Registrant" or "the Company")
is engaged in the business of providing information technology products,
services and training to both commercial and government clients. Canterbury is
comprised of five operating subsidiaries with offices located in New Jersey, New
York, Maryland, and Texas. The focus of the Canterbury companies is to become an
integral part of our clients' IT solution, designing and applying the best
products, services and training to help them achieve a competitive advantage by
helping their employees to succeed. Our subsidiaries offer the following
technology and training solutions:

* distance learning solutions       * software development
* customized learning solutions     * web development
   for ERP and CRM                  * technical and desktop applications
* systems engineering and             training
   consulting                       * records and asset management systems
* management training programs      * help desk and service center support
* hardware sales and support

     For information about the Company's revenues, profit or loss, and assets by
segment, see Note 3 of the Notes to Consolidated Financial Statements starting
on page F-13.

Principles of Consolidation
- ----------------------------
     The consolidated financial statements include the accounts of the Company
and all of its subsidiaries. All material intercompany transactions have been
eliminated.

Use of Estimates
- ----------------
    Our consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in the United States (US GAAP).
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts in the financial statements and
accompanying notes. These estimates form the basis for judgments we make about
the carrying values of assets and liabilities that are not readily apparent from
other sources. We base our estimates and judgments on historical experience and
on various other assumptions that we believe are reasonable under the
circumstances. However, future events are subject to change and the best
estimates and judgments routinely require adjustment. US GAAP requires us to
make estimates and judgments in several areas, including those related to
impairment of goodwill and equity investments, revenue recognition,
recoverability of inventory and receivables, the useful lives of long lived
assets such as property and equipment, the future realization of deferred income
tax benefits and the recording of various accruals. The ultimate outcome and
actual results could differ from the estimates and assumptions used.

Revenue Recognition
- -------------------
Product Revenue
     Product revenue is recognized when there is persuasive evidence of an
arrangement, the product has been delivered, the sales price is fixed or
determinable, and collectibility is reasonably assured. The product is
considered delivered to the customer once it has been shipped, and title and
risk of loss have transferred. The Company defers revenue if there is
uncertainty about customer acceptance. Product revenue represents sales of
computer hardware and software. Generally, the Company is involved in
determining the nature, type, and specifications of the products ordered by the
customer.

Service Revenue
     Service revenue is recognized when there is persuasive evidence of an
arrangement, the sales price is fixed or determinable, and collectibility is
reasonably assured. Service revenues represent training, consulting and
technical staffing services provided to customers under separate consulting and
service contracts. Revenues from these contracts are recognized as services are
rendered.


Change in Accounting
- ---------------------
     The Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements," which
provides additional guidance in applying generally accepted accounting
principles for revenue recognition. The Company implemented the provisions of
SAB 101 in the fourth quarter of Fiscal 2001, retroactive to December 1, 2000.
The implementation of SAB 101 resulted in a change in accounting for certain
product shipments where title did not transfer to the customer until delivery
occurred. The cumulative effect of the change for implementation of SAB101
resulted in a charge to the first quarter of Fiscal 2001 income of $213,088 (net
of income taxes of $109,773). For the first quarter ended February 28, 2001, the
Company recognized $1,560,000 of revenue which was included in the cumulative
effect adjustment. The effect of that revenue on Fiscal 2001 was to increase
income by $213,088 (net of income taxes of $109,773) during that period.

     As of December 1, 2001, the Company adopted SFAS 142, "Goodwill and Other
Intangible Assets," which addresses the financial accounting and reporting
standards for goodwill subsequent to its acquisition. This standard requires
that goodwill no longer be amortized, and instead, be tested for impairment on a
periodic basis (see Note 6).

Statement of Cash Flows
- -----------------------
     For purposes of the Statement of Cash Flows, cash refers solely to demand
deposits with banks and cash on hand.

Marketable Securities
- ---------------------
     At November 30, 2003, the Company held marketable securities comprised of a
$300,000 investment in a long-term tax-exempt bond fund. At November 30, 2003,
the Company's marketable securities were classified as available-for-sale and
were carried at fair market value. There were no unrealized gains or losses on
marketable securities for the year ended November 30, 2003.

Accounts Receivable
- -------------------
    The carrying value of accounts receivable is based upon customer invoiced
amounts due to us, adjusted for allowances for doubtful accounts. We evaluate
the collectibility of our accounts receivable based on a combination of factors.
In cases where we are aware of circumstances that may impair a specific
customer's ability to meet its financial obligations to us, we record a specific
allowance against amounts due to us, and thereby reduce the net recognized
receivable to the amount we reasonably believe will be collected. For all other
customers, we estimate allowances for doubtful accounts based on the length of
time the receivables are past due, industry and geographic concentrations, the
current business environment and our historical experience.

Notes Receivable
- -----------------
    The carrying value of notes receivable is based upon their principal amounts
as of November 30, 2003 and 2002. No allowance for uncollectible amounts has
been recorded due to the timely receipt of all scheduled installments of
principle and interest to date, and the expected future receipt of remaining
installment amounts due us. Interest income from notes receivable is recognized
as earned over time based on the stated terms of the notes.

Inventories
- ------------
    Inventories are stated at the lower of cost or market utilizing a first-in,
first-out method of determining cost.

Depreciation and Amortization
- -----------------------------
    The Company depreciates and amortizes its property and equipment for
financial statement purposes using the straight-line method over the estimated
useful lives of the property and equipment (useful lives of leases or lives of
leasehold improvements and leased property under capital leases, whichever is
shorter). For income tax purposes, the Company uses accelerated methods of
depreciation.






    The following estimated useful lives are used:

    Building and improvements        7 years
    Equipment                   3 to 5 years
    Furniture and fixture       5 to 7 years

Capitalized Software
- --------------------
    Costs related to internally-developed software and software purchased for
internal use, which are required to be capitalized pursuant to Statement of
Position (SOP) No. 98-1, "Accounting for Costs of Computer Software Developed or
Obtained for Internal Use," are included in property, plant and equipment under
machinery and equipment.

Long-lived Assets (Other than Goodwill)
- ---------------------------------------
    The company reviews its long-lived assets (other than goodwill) for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. We assess the recoverability
of long-lived assets (other than goodwill) by comparing the estimated
undiscounted cash flows associated with the related asset or group of assets
against their respective carrying amounts. The amount of an impairment, if any,
is calculated based on the excess of the carrying amount over the fair value of
those assets.

Income Taxes
- ------------
    Income tax expense is based on pretax financial accounting income. Deferred
tax assets and liabilities are determined based on the difference between the US
GAAP financial statements and tax basis of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse. Deferred tax assets are reduced by valuation allowances to amounts that
are more likely than not to be realized.

Net (Loss) Income Per Share
- ----------------------------
    Basic net (loss) income per share is computed using the weighted average
number of shares outstanding during the period. Diluted net (loss) income per
share is computed using the weighted average number of shares and dilutive
equivalent shares outstanding during the period. Dilutive equivalent shares
consist of stock options. US GAAP requires all anti-dilutive securities,
including stock options, to be excluded from the diluted per share computation.
For Fiscal 2003, 2002 and 2001, due to our net losses, all of our outstanding
options and convertible shares (see Notes 10 and 12) were excluded from the
diluted loss per share calculation because their inclusion would have been
anti-dilutive. The Company has convertible debt and stock options outstanding as
of November 30, 2003 that would have had a dilutive effect on earnings per share
had the Company generated a net income during the year ended November 30, 2003.
Shares issuable from these securities that could potentially dilute earnings per
share in the future that were not included in the computation for the year ended
November 30, 2003 because their effect was anti-dilutive due to the net loss
reported by the Company were as follows:

      Shares issuable from subordinated convertible debt    1,000,000
      Shares issuable from stock options                       50,000

    In addition, there were another 268,599 stock options outstanding at
November 30, 2003 with exercise prices above the average market price of Company
stock during the year ended November 30, 2003.

Reverse Stock Split
- -------------------

    On January 24, 2003, the Company's Board of Directors approved a one for
seven reverse stock split of the Company's common shares. All share and per
share information contained in these financial statements gives retroactive
effect to the 1 for 7 reverse stock split.

Concentration of Risk
- ---------------------
    The Company maintains cash balances at a creditworthy bank located in the
United States. Accounts at the institution are insured by the Federal Deposit
Insurance Corporation up to $100,000. The Company does not believe that it has
significant credit risk related to its cash balance.

    The Company holds marketable securities in the form of mutual fund shares
with a highly reputable mutual fund company located in the United States.

    As previously discussed, the Company is in the business of providing
management and information technology services and training. These services are
provided to a large number of customers in various industries in the United
States. The Company's trade accounts receivable are exposed to credit risk, but
the risk is limited due to the diversity of the customer base and the customers
wide geographic dispersion. The Company performs ongoing credit evaluations of
its customers' financial condition. The Company maintains reserves for potential
bad debt losses and such bad debt losses have been within the Company's
expectations.

    Four of the five Canterbury operating subsidiaries are headquartered in the
Mid Atlantic and Northeast region of the country. As such, the majority of
revenues were generated in these two geographic regions.

    For the year ended November 30, 2003, a significant number of local and
state agencies in Maryland purchased equipment under a contract with the City of
Baltimore from USC/Canterbury (Value Added Hardware Reseller Segment). Total
purchases under this contract represented 38% of this segment's revenue and 20%
of consolidated revenue. If this contract is not renegotiated or extended in
2004, USC/Canterbury would not have access to sell into the City of Baltimore. A
decision from the City is expected in March 2004. A second group of customers,
from a county in Virginia, accounted for 43% of the revenues in the reseller
segment and 23% of consolidated revenues for the year. This group of over 80
customers purchased equipment from USC/Canterbury under the City of Baltimore
contract as well. Approximately 70% of this revenue could be purchased under the
Virginia state contract if the Baltimore contract is not renewed in 2004. Also
in this segment one vendor represented 54% of the product cost in this segment
and 31% of consolidated costs. Another major vendor represented 25% and 15% of
segment and consolidated costs and expenses, respectively.

    For the year ended November 30, 2002, a significant number of local and
state agencies in Maryland purchased equipment under a contract with the City of
Baltimore from USC/Canterbury (Value Added Hardware Reseller Segment). Total
purchases under this contract represented 45% of this segment's revenue and 21%
of consolidated revenue. A second group of customers, from a county in Virginia,
accounted for 38% of revenues in the reseller segment and 18% of consolidated
revenues. This group of over 80 customers purchased equipment from
USC/Canterbury under the City of Baltimore contract as well. Also in this
segment one vendor represented 49% of the product cost in this segment and 26%
of consolidated costs. Another major vendor represented 24% and 13% of segment
and consolidated costs and expenses, respectively.

    During Fiscal 2001, the Company had one customer who accounted for 32% of
the revenue in the Value Added Hardware Reseller segment, and 18% of
consolidated revenues for the year. Also during 2001, the Company had one vendor
who accounted for approximately 64% of product purchases in the Value Added
Hardware Reseller segment.

Fair Value of Financial Instruments
- ------------------------------------
    The fair value of financial instruments is determined by reference to
various market data and other valuation techniques as appropriate. Management
believes that there are no material differences between the recorded book values
of its financial instruments and their estimated fair value.

Reclassifications
- -----------------
    Certain reclassifications have been made to prior years balances in order to
conform to current presentations.

Comprehensive Loss
- ------------------
    For the years ended November 30, 2003, 2002 and 2001, net comprehensive loss
amounted to $(4,054,994), ($2,017,851) and ($7,939,099), respectively.
Comprehensive loss consists of net loss and net unrealized gains and losses on
securities available for sale, and is adjusted quarterly to reflect current
market value of these securities.

Stock Based Compensation
- --------------------------
    The Company accounts for stock options under Accounting Principles Board
(APB) Opinion No. 25- Accounting for Stock Issued to Employees. In general, as
the exercise price of all options granted under these plans is equal to the
market price of the underlying common stock on the grant date, no stock-based
employee compensation cost is recognized in net income (loss). The Company
discloses the pro forma net income and earnings per share effect as if the
Company had used the fair value method prescribed under SFAS No.123-Accounting
for Stock Based Compensation (see Note 12).

    Restricted stock awards are charged to compensation expense based upon the
quoted market price of Company stock at date of grant under the intrinsic value
method of APB Opinion 25.


2.  Acquisitions
================

    SFAS 141 "Business Combinations," eliminated the pooling of interests method
of accounting for all business combinations initiated after July 1, 2001 and
addresses the initial recognition and measurement of goodwill and other
intangible assets acquired in a business combination.

    The Company completed the acquisition of User Technology Services, Inc.
("Usertech") with an effective date of September 1, 2001. The purchase of 100%
of the outstanding shares of Usertech common stock was accounted for using the
purchase method of accounting. The Company paid $2,350,000 in cash; $116,000 for
direct cost of acquisition; $1,200,000 in notes payable over three years, plus
the assumption of $851,000 in liabilities. The Company recorded goodwill of
approximately $1,316,000 related to this acquisition.

    The allocation of the purchase price is as follows:

      Accounts receivable          $2,550,000
      Other current assets            129,000
      Fixed assets, net               494,000
      Deferred tax asset               28,000
      Goodwill                      1,316,000
                                    ---------
           Total                   $4,517,000
                                   ==========

    Usertech provides e-learning support, Enterprise Resource Planning (ERP) and
Customer Relationship Management (CRM) planning, implementation and training, as
well as post implementation support, for clients who have installed Peoplesoft,
SAP and Oracle software. Proprietary software packages are also supported
through a national network of skilled consultants.


3.  Segment Reporting
=====================

    The Company is organized into three operating segments and the corporate
office. The operating segments are: training and consulting, value added
hardware reseller, and software development. A fourth segment, technical
staffing, was discontinued during 2003. All historical information for the
technical staffing segment has been omitted from the segment presentation below.
Prior to the adoption of SFAS 142 for Fiscal 2002, the Company accounted for
goodwill and any related amortization expense or impairment charges at the
corporate level. For Fiscal 2003 and Fiscal 2002, goodwill has been assigned to
reporting units for purposes of impairment testing and segment reporting as
required by SFAS 142. Summarized financial information for each segment is as
follows:

                   Training      Value Added
                     and         Hardware        Software
2003              Consulting     Reseller        Development   Corporate     Total
- ----              ----------     -----------     ------------ ---------     -------------
Revenues          $10,476,835    $11,734,717      $172,742     $  -           $22,384,294
 (Loss) income
   before taxes    (2,861,152)       520,843       (31,684)    (1,218,496)     (3,590,489)
Assets              4,091,650      1,548,136        41,739      6,257,018      11,938,543
Interest income           219           -             -           463,637         463,856
Interest expense       64,051          1,078         2,671         57,622         125,422
Depreciation and
   amortization       316,636         19,006         7,206         24,595         367,443


                   Training      Value Added
                     and         Hardware        Software
2002              Consulting     Reseller        Development   Corporate     Total
- ----              ----------     -----------     ------------ ---------     -------------
Revenues          $15,543,062    $14,317,134      $172,451     $  -           $30,032,647
(Loss) income
   before taxes    (1,243,897)       752,165       (24,612)    (1,190,430)     (1,706,774)
Assets              6,020,944      1,236,699        64,770     11,199,188      18,521,601
Interest income           469           -            2,049        644,327         646,845
Interest expense       97,611          2,849         3,789         94,476         198,725
Depreciation and
   amortization       415,561         19,993        22,799         17,963         476,316



                   Training      Value Added
                     and         Hardware        Software
2001              Consulting     Reseller        Development   Corporate     Total
- ----              ----------     -----------     ------------ ---------     -------------
Revenues          $11,143,355    $16,207,436      $218,196     $  -           $27,568,987
 (Loss) income
   before taxes        72,513      2,009,880        (9,209)   (10,841,389)     (8,768,205)
Assets              5,008,116      2,720,190       101,028     16,983,512      24,812,846
Interest income          -             7,244          -           682,479         689,723
Interest expense       37,188            691         2,078        145,278         185,235
Depreciation and
   amortization       388,944         67,535        19,949        471,364         947,792



4.  Notes Receivable
=====================

    During September, 2003, the Company received $2,295,327 representing the
remaining principal balance plus accrued interest for a note which was received
in November 1995 as part of the consideration for the sale of a former
subsidiary. The Company was scheduled to receive monthly payments of $33,975
inclusive of interest at 7.79% per year through November 2005 and a balloon
payment of $1,707,000 in December 2005. In conjunction with this prepayment, the
Company issued 145,000 shares of restricted common stock to consultants for
services rendered in this transaction valued at fair market.

    In addition, the Company held notes receivable assets from a related party
in the aggregate amount of $3,760,098 at November 30, 2003. These notes have
interest terms that average 7.3% per year and are scheduled to mature at various
dates through November 2006, with a balloon payment of $1,948,000 in December,
2006. The aggregate amount includes an $860,000 demand note. During April, 2003,
in order to fortify the liquidity of the balance sheet, the Company negotiated a
$500,000 paydown of the demand note (from $1,360,000 to $860,000). On April 3,
2003 the independent directors, who are a majority of the Board of Directors of
Canterbury, voted to reduce the annual interest rate on the note from 10% to 5%
per annum in exchange for the principal payment of $500,000 which was received
by the Company during April, 2003. The demand note is included in the
non-current portion of notes receivable at November 30, 2003 and November 30,
2002.

    The company has received all scheduled monthly installments for notes
receivable outstanding as of November 30, 2003 and 2002.

5.  Property and Equipment
==========================

     Property and equipment, which is recorded at cost, consists of the
following:
                                     2003            2002
                                     ----            ----
Machinery and equipment          $1,434,874     $1,630,274
Furniture and fixtures              225,230        454,407
Leased property under capital
   leases and leasehold
   improvements                      37,242        149,345
                                -----------     ----------
                                  1,697,346      2,234,026

Less: Accumulated depreciation   (1,092,897)    (1,348,724)
                                -----------     ----------
    Net property and equipment    $ 604,449      $ 885,302
                                ===========      =========

    Accumulated depreciation of leased property under capital leases totaled
$6,000 and $120,000 at November 30, 2003 and 2002, respectively. Depreciation
expense for 2003, 2002, and 2001 was $371,000, $486,000, and $471,000,
respectively.

    During Fiscal 2003, the Company retired approximately $600,000 worth of
fully depreciated fixed assets. During 2001, the Company sold non-operating land
and a building with a carrying value of $725,910. The net proceeds from the sale
were $399,734. The loss on the sale totaling $326,176 was recorded in other
expenses on the income statement for Fiscal 2001.


6.  Goodwill

    As of December 1, 2001, the Company adopted SFAS 142, "Goodwill and Other
Intangible Assets," which addresses the financial accounting and reporting
standards for goodwill subsequent to its acquisition. This standard requires
that goodwill no longer be amortized, and instead, be tested for impairment on a
periodic basis. We completed our annual goodwill impairment tests as of November
30, 2003.

    The Company recorded a total of $1,175,000 of goodwill impairment at
($675,000 for MSI/Canterbury and $500,000 for Usertech/Canterbury) at November
30, 2003. The economic downturn which MSI/Canterbury experienced in 2002
continued and worsened in 2003. Revenues and operating income declined for the
third year in a row.

    Usertech/Canterbury also experienced a significant operating decline in
Fiscal 2003. The President of the Usertech subsidiary was terminated for major
breaches of his Employment Agreement. Due to the failure of the President to
fulfill the obligations of his Employment Agreement, many projects that were
anticipated to be delivered during the year based on projections were not
consummated. There were several rounds of layoffs as well as a decline of
business that are attributable to the failure of the President to perform under
the terms of his Employment Agreement. The fair value of MSI/Canterbury and
Usertech/Canterbury were estimated based upon our recent earnings history and
our future earnings expectations for these businesses as of November 30, 2003

    The Company recorded $584,000 of goodwill impairment charges related to
MSI/Canterbury (Training and Consulting Segment) at November 30, 2002. The
continuing economic downturn had caused a significant reduction in
MSI/Canterbury revenues and operating income over the previous two years. This
fair value of MSI/Canterbury was estimated based upon our recent earnings
history and our future earnings expectations for this business as of November
30, 2002. No other goodwill impairment was found at November 30, 2002.

    Prior to the adoption of SFAS 142 for Fiscal 2002, goodwill was amortized
over periods ranging from twenty to twenty-five years using the straight-line
method. In addition, goodwill was tested for impairment when events or changes
in circumstances indicated that its carrying amount may not be recoverable.
During Fiscal 2001 the Company recorded $5,958,000 of goodwill impairment
charges. $500,000 of this charge was reflected in the second quarter of the year
and the balance was recorded in the fourth quarter. DMI/Canterbury goodwill was
written down to $0 (total charge of $843,000) due to the uncertainty in the
technical staffing marketplace caused by the dot com bust and the softening of
spending in this business segment. The net goodwill related to the 1994
acquisition of CALC/Canterbury (Training and Consulting Segment) totaling
$4,397,000 was also written off. The lingering current effects of September 11,
as well as the uncertainty of future business growth due to the change in
business climate surrounding New York City are the major reasons for this
impairment charge. Finally, the net goodwill of $718,000 resulting from the 1997
acquisition of ATM/Canterbury (Software Development Segment) was also written
off. Prior to the adoption of SFAS 142 for Fiscal 2002, the Company accounted
for goodwill and any related amortization expense or impairment charges at the
corporate level. For Fiscal 2002, goodwill has been assigned to reporting units
for purposes of impairment testing and segment reporting as required by SFAS
142.






    A reconciliation of previously reported net (loss) income and the per share
amounts, to the amounts adjusted for the exclusion of goodwill amortization, net
of the related income tax effect, follows:

                                    For the Year Ended November 30,
                               2003             2002          2001
                               ----             ----          ----

Reported net loss         $(4,054,994)      $(2,017,851)  $(7,159,855)
Add back: goodwill
    amortization, net
    of tax effect                -                 -          357,207
                           -----------      -----------   -----------

Adjusted net loss         $(4,054,994)      $(2,017,851)  $(6,802,648)
                          ===========       ===========   ===========

Basic and diluted
     loss per share:
     Reported net loss         $(2.16)           $(1.16)      $(4.25)
     Goodwill amortization        -                 -            .21
                               ------            ------       ------
     Adjusted net loss         $(2.16)           $(1.16)      $(4.04)
                               ======            ======       ======

    The changes in the carrying amount of goodwill for the years ended November
30, 2003 and 2002, by reportable segment, are as follows:




                     Training      Value Added
                       and         Hardware        Software
                    Consulting     Reseller        Development   Corporate       Total
- ----                ----------     -----------     ------------ ---------     -------------
Balance as of
  December 1, 2001  $     -         $     -         $   -        $4,162,604     $4,162,604

Reassigned per
   SFAS 142          3,803,852         358,752          -        (4,162,604)          -
Goodwill acquired
   during year          29,500            -             -              -            29,500
Impairment losses
   for 2002           (583,723)           -             -              -          (583,723)
                    ----------      ----------      ------------ -----------     ---------
Balance as of
  November 30, 2002 $3,249,629       $ 358,752      $   -        $     -        $3,608,381

Impairment losses
   for 2003         (1,175,000)           -             -              -        (1,175,000)
                   ----------       ----------      ------------  -----------   ----------
Balance as of
  November 30, 2003 $2,074,629      $  358,752      $   -        $     -        $2,433,381
                   ===========      ==========      =============  ==========   -=========




7.  Income Taxes
=================

    The provision/(benefit) for income taxes for the years ended
November 30, 2003, 2002, and 2001 is as follows:

                           2003          2002            2001
                           ----          ----            ----
Current:
   Federal               $  -         $ (41,000)       $  -
   State                  17,000        (36,000)        83,000
                          ------      ---------         ------
Total current
  provision/(benefit)     17,000        (77,000)        83,000
                          ------       ---------        ------

Deferred:
   Federal              (272,000)      (269,000)    (2,099,000)
   State                 (26,000)       (50,000)       (64,000)
                        --------       ---------    ----------
                        (298,000)      (319,000)    (2,163,000)
   Beginning balance
    adjustment-
    valuation
    allowance            763,000        642,000           -
                          ------       ---------       ------

Total deferred
   provision/(benefit)   465,000        323,000     (2,163,000)
                          ------       ---------    -----------

Total income tax
   provision/(benefit)   482,000        246,000     (2,080,000)

Less: income tax
  provision/(benefit)
  from discontinued
  operations              6,000           9,000        (60,000)
                          ------       ---------       -------

Income tax provision/
  (benefit) from
  continuing
  operations           $476,000       $ 237,000    $(2,020,000)
                       ========       =========    ============


    In conjunction with the filing of our annual report on Form 10-K, we were
required to reassess all significant estimates and judgments made in our
financial statements. In performing our updated analysis of the realizability of
our deferred tax assets, we considered continuing market uncertainties and our
failure to meet budgeted revenues and operating results for the years ended
November 30, 2003 and 2002. After considering all available evidence, we
concluded that an increase to our valuation allowance for deferred tax assets
was required. Accordingly, based upon our best estimate, we have recorded a
non-cash charge in the fourth quarter of Fiscal 2003 of $763,000 to increase our
valuation allowance for our deferred tax assets. We went through this same
reassessment process in conjunction with the filing of Form 10-K for the prior
Fiscal 2002 year and recorded a non-cash charge in the fourth quarter of Fiscal
2002 of $642,000.

    The reconciliation of the expected provision/(benefit) at the U.S. Federal
statutory tax rate to the actual provision (benefit) recorded for the years
ended November 30, 2003, 2002 and 2001 is as follows:

                                     2003              2002          2001
                                  ---------         ---------      ---------
Expected tax (benefit)
  at statutory rates             $(1,215,000)       $(602,000)   $(3,069,000)
Effect of state taxes, net            (9,000)         (74,000)      (566,000)
Permanent differences                207,000             -           788,000
Valuation allowances               1,499,000          922,000        767,000
                                 -----------        ---------    -----------
Total                               $482,000         $246,000    $(2,080,000)
                                   =========         ========    ===========

    Significant components of the Company's tax assets and liabilities as of
November 30, 2003 and 2002 are as follows:

                                                        2003           2002
                                                        ----           ----

Deferred tax assets:

Allowance for doubtful accounts                      $ 109,000      $ 154,000
Expenses deferred for tax reporting purposes            85,000        185,000
Deferred tax depreciation                                 -            74,000
Deferred tax amortization of goodwill                  935,000      1,021,000
Loss carryovers                                      4,627,000      3,709,000
                                                     ---------      ---------

Deferred tax assets before valuation allowance       5,756,000      5,143,000
Valuation allowance                                 (3,788,000)    (1,883,000)
                                                    ----------      ---------
Deferred tax assets (net of valuation allowance)    $1,968,000     $3,260,000
                                                    ----------      ---------



                                                        2003           2002
                                                        ----           ----

Deferred tax liabilities:

Gain recognized in financial statements
  deferred for income tax purposes                  $1,118,000     $1,935,000
Tax depreciation in excess of book depreciation         16,000           -
Tax amortization in excess of book amortization         75,000        101,000
                                                    ----------      ---------
Total deferred tax liabilities                       1,209,000      2,036,000
                                                    ----------      ---------
Net deferred tax assets                              $ 759,000     $1,224,000
                                                    ==========     ==========

    At November 30, 2003, the Company had loss carryforwards of $9,610,000 for
federal income tax reporting purposes and $14,315,000 for state income tax
reporting purposes. Future expiration dates of federal loss carryforwards are as
follows: $835,000 in 2007, $3,665,000 in 2012, $335,000 in 2021 and $1,715,000
in 2022 and $3,060,000 in 2023. State loss carryforwards expire between 2007 and
2010.







8.  Long-Term Debt
===================

                                                             November 30,
Long-term obligations consist of:                      2003            2002
                                                       ----            ----
     Term loan                                       $   -           $1,025,000
     Note payable for acquisition                     800,000           800,000
     Capital lease obligations                         34,589            23,841
     Notes payable - equipment                        117,835           243,664
                                                     --------        ----------
                                                      952,424         2,092,505
Less:  Current maturities                            (889,490)         (882,880)
                                                     --------        ----------
                                                     $ 62,934        $1,209,625
                                                    =========        ==========

    As of November 30, 2003, the Company had no bank debt and began the process
of renegotiating its lending relationship with Commerce Bank. While
renegotiating the current loan agreement, the Company incurred no bank fees and
was precluded from borrowing under the existing revolving loan agreement. As a
subsequent event, in February, 2004 the Company and Commerce Bank agreed to an
amended loan agreement. The new agreement calls for a two-year, $1,500,000
revolving working capital line of credit collateralized by trade accounts
receivable and inventory. The loan carries an interest rate of the prime rate
plus one half of one percent (1/2%) and matures on May 1, 2005.

    The Bank's debt is secured by substantially all of the assets of the Company
and requires compliance with covenants which include the maintenance of certain
financial ratios and amounts. The Company is restricted by its bank from paying
cash dividends on its common stock. As of November 30, 2003, the Company was in
breach of the minimum tangible net worth covenant of its loan agreement, but has
received a waiver of default from the Bank.

    As part of the purchase price paid for the acquisition of Usertech in
September, 2001, the Company agreed to pay $1,200,000 to the seller over three
years at an annual amount of $400,000 plus accrued interest at 7% per annum on
the outstanding balance. On August 4, 2003, the Company initiated mandatory
binding arbitration proceedings against Ceridian Corporation, the previous owner
of Usertech/Canterbury, as required in the Stock Purchase Agreement between the
parties. As a result of this pending arbitration and the extent of the damages
claimed, the Company has withheld the scheduled $400,000 principal payment of
the note to payable to Ceridian, as well as accrued interest of $56,000 due on
September 28, 2003, as the damages sought far outweigh the note payable to them.
The disputed $800,000 still owed plus accrued interest are classified as part of
the current portion of long-term debt as of November 30, 2003 (see Note 9).

    In conjunction with the purchase of 100% of the stock of Usertech, the
Company purchased computer equipment from the seller valued at $364,000 through
issuance of a note payable over three years with interest at an annual rate of
3.75%. At November 30, 2003, the note payable had an outstanding balance of
$61,235.

    Aggregate fiscal maturities on long-term debt, exclusive of obligations
under capital leases, are $878,000 in 2004; $17,000 in 2005; and $15,000 in
2006, and $8,000 in 2007.

    The carrying value of the long-term debt approximates its fair value.

    Capital lease obligations are for certain equipment leases which expire
through fiscal year 2004. Future required payments under capitalized leases
together with the present value, calculated at the respective leases' implicit
interest rate of approximately 16% at their inception is as follows at November
30, 2003:


 Total minimum lease payments through November 30, 2004     $16,436
 Total minimum lease payments through November 30, 2005      16,436
 Total minimum lease payments through November 30, 2006       9,588
                                                            -------
 Total minimum lease payments                                42,460
 Less amount representing interest                           (7,871)
                                                            -------
      Present value of long-term obligations under
        capital leases                                      $34,589
                                                            =======


9.  Commitments and Contingencies
==================================

     The Company leases office space for training center locations and
administration purposes under various noncancelable operating leases at five
different locations.  All of the leases have options to renew.  Future minimum
rental payments under the leases are:  $298,000 in 2004; $220,000 in 2005;
$144,000 in 2006; and $0 beyond 2006.  Rent expense for the years ended
November 30, 2003, 2002 and 2001 was $1,363,000, $1,449,000, and $1,303,000,
respectively.  During the fourth quarter of Fiscal 2003, the Company
surrendered $190,000 in security deposits for four facility leases in
conjunction with the simultaneous lease termination of these leases.  The
Company was able to reduce long-term facility lease obligations, including
common area maintenance, utilities, insurance and taxes, commitments by
approximately $4,100,000 as a result of these lease termination agreements.

     The Company leases equipment for training and administrative purposes
under various non-cancelable operating leases.
Future minimum rental payments under lease are:  $69,000 in 2004; $42,000 in
2005; $38,000 in 2006 and $25,000 in 2007, and $17,000 in 2008.

     The Company executed employment agreements dated June 1, 2001 between the
Company and Mr. Kevin J. McAndrew and the Company and Mr. Stanton M. Pikus.
Each employment agreement is for a period of five years.  Each sets forth
various services to be performed.  Each employee shall receive an annual salary
of $245,000 with annual cost of living increases tied to a nationally
recognized index, as set forth by the Board of Directors from time to time.
These employment agreements supercede and replace the prior employment
agreements, including the cancellation of bonus opportunities which were to be
payable through December 1, 2003.  These agreements also include a non-
competition prohibition for a period of three years after employment has been
terminated.

    On December 1, 2001 the Company executed a five-year employment agreement
between the Company and Ms. Jean Pikus. Ms. Pikus shall receive an annual salary
of $150,000 with annual cost of living increases tied to a nationally recognized
index, as set forth by the Board of Directors from time to time. The agreement
also includes a non-competition prohibition for a period of three years after
employment has been terminated.

     On March 1, 2003 Canterbury's corporate management team, inclusive of the
Chairman, President and Vice President, voluntarily reduced their present
salaries by 8%.  This is in line with a previously instituted 8% salary
reduction at one of the Company's largest subsidiaries.  On August 18, 2003, on
the recommendation of Mr. Frank Cappiello, the Chairman of the Compensation
Committee of the Board of Directors, the Chairman, President and Vice President
agreed to continue their voluntary 8% salary cuts through November 30, 2003
even though they have employment contracts in place.  In lieu of the cash lost
they were offered a block of restricted common stock on which they must be
personally responsible for the applicable federal and state income taxes.  Due
to the restrictions on the sale of the stock, the stock was valued at 50% of
the closing price on Nasdaq on the day prior to this Board Resolution and its
acceptance by the three aforementioned individuals.  Due to this discount, the
Company has agreed with Nasdaq's requirement to "lock-up" these 103,338 shares
until the shareholders have given their approval to the issuance.  They cannot
be sold, voted or be entitled to dividends until that time.  However, if at any
time prior to the issuance of the aforementioned Proxy, 51,669 of the 103,338
shares are returned to the Company, then no Proxy or shareholder approval will
be required, and this matter will be resolved.  Or in the alternative, if the
51,669 shares are paid for at the higher of the closing bid price at the date
of issuance or the closing bid price on December 16, 2003, then this matter
will also be resolved and no Proxy or shareholder approval will be required.  A
charge of $77,000 was made during the third quarter to reflect the cost of this
stock.  The corporate management team continues to receive its reduced rate of
cash pay as of the date of this filing.

    On August 4, 2003, the Company initiated mandatory binding arbitration
proceedings against Ceridian Corporation, the previous owner of
Usertech/Canterbury, as required in the Stock Purchase Agreement between the
parties. The Company's claims arise from the September 2001 purchase of User
Technology Services, Inc. from Ceridian. Canterbury is making various claims
ranging from breach of contract/warranty to actual/legal fraud, fraudulent
concealment, constructive/equitable fraud, and negligent/misrepresentation.
Ceridian Corporation has denied the allegations set forth by the Company and has
instituted a counterclaim in the arbitration proceedings. Ceridian is claiming
breach of a sublease agreement by Canterbury for office space ($76,000) and
acceleration of a note payable of $800,000. Canterbury had denied the
allegations set forth in the counterclaim. In order to pursue its claims,
Canterbury will sustain ongoing legal and filing fees and there is no assurance
that the aforementioned arbitration will result in a favorable outcome for
Canterbury.


10.  Senior Convertible Debt
============================

    On June 3, 2003 the Board of Directors of Canterbury approved a private
placement for the Company which was overwhelmingly ratified by 95.21% of the
shareholders who voted on the proposal on November 24, 2003. Ten units of 7 3/4%
Subordinated Convertible Promissory Notes at $35,500 each were issued
representing total proceeds to the Company of $355,000. The notes are
convertible into Canterbury restricted stock at $.355 per share. The notes, if
not converted into restricted stock before then, mature at June 2, 2006 and the
entire loan amount must be repaid at that time. These notes were subordinate to
our $1,500,000 revolving working capital line of credit with Commerce Bank (seen
Note 8).


11.  Defined Contribution Plan
===============================

    In 1993, the Company established a 401(k) Plan for its participating
employees to supplement their retirement income. Participation in the plan is
open to all employees who have completed one year of service (twelve consecutive
months). One thousand hours of service is required during the first year of
service. By payroll deduction, employees can contribute to the Plan from 1% to
15% of their total gross compensation. The Company had matched 50% of the first
8% of employee salary deferrals through 2002. This match was made in restricted
Company common stock based upon the value of the stock each December 31st. The
employer match is completely discretionary and can be changed by the employer in
subsequent years to be higher or lower. No match was made for the 2003 plan
year. The value of the employee match expensed in 2003, 2002, and 2001 was:
$211,030, $82,099, and $83,363, respectively (for the previous plan year).


12.  Stock Options and Awards
=============================

    The Company has one stock option plan, the 1995 Non-Qualified Stock Option
Plan, covering 440,477 shares of common stock ("1995 Plan"). As of November 30,
2003, the Company had issued 295,599 shares under the 1995 Plan. In addition,
the Company granted 23,000 stock options outside the plan during Fiscal 2002.
There were 144,878 shares remaining for issuance in connection with future stock
options that may be granted. Options granted inside the plan are exercisable
immediately and are issued at market price.


    A summary of Canterbury's stock option activity and related information for
the years ended November 30 is as follows:

                                             2003         2002         2001
                                             ----         ----         ----
Number of shares under stock options:
  Outstanding at beginning of year          302,607       306,833     311,265
  Granted                                    50,000        23,000      86,786
  Exercised                                    -             -           -
  Canceled                                  (34,008)      (27,226)    (91,218)
Outstanding and exercisable at end of year  318,599       302,607     306,833

Weighted average exercise price:
  Granted                                     $ .75        $ 6.32      $ 7.77
  Exercised                                   $ -          $  -        $  -
  Canceled                                    $9.85        $17.43      $25.06
  Outstanding and exercisable at end of year  $8.76        $10.21      $13.72

     Information with respect to stock options outstanding and exercisable at
November 30, 2003, is as follows:

                Options Outstanding and Exercisable
   Range of       Number Outstanding    Weighted Average       Weighted Average
Exercise Price       at 11/30/03     Remaining Life in Years     Exercise Price
- --------------       -----------     -----------------------   ----------------
 $.75                   50,000                4.70                   $.75
 $3.72 - $10.50        158,228                1.48                  $5.59
 $10.92 - $27.93       110,373                1.19                  $1.94

    SFAS No. 123, amended by SFAS Statement No. 148, requires pro forma
disclosure under the fair value method of net income and income per share when
stock options are granted to employees and directors. An expense charge to
earnings is required under the fair value method when stock options are granted
to independent contractors. The fair value for options was estimated at the date
of grant using the Black-Scholes option pricing model. The Black-Scholes option
valuation model was developed for use in estimating the fair value of traded
options that have no vesting restrictions and are fully transferable. In
addition, option valuation models require the input of highly subjective
assumptions, including the expected stock price volatility. Because Canterbury's
stock options have characteristics significantly different from those of traded
options, and because changes in the subjective input assumptions can materially
affect the fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its stock
options. The fair weighted average value of options granted in each year and
assumptions used in estimating fair value under the Black-Scholes model are as
follows:

                                                  2003         2002         2001
                                                  ----         ----         ----

Estimated fair value of options granted        $24,990      $79,432     $372,590
                                               =======      =======     ========

Principal assumptions in applying
  the Black-Scholes valuation model:
      Expected life, in years                    2.50         2.50         2.50
      Risk-free interest rate                    1.86%        3.30%        3.55%
      Expected volatility                        1.00          .99         1.19
      Expected dividend yield                    0.00%        0.00%        0.00%

    The estimated weighted-average fair values at the grant date for stock
option awards during Fiscal 2003, 2002 and 2001 were $0.50, $3.45, and $4.29 per
option, respectively.

    For purposes of pro forma disclosures, the estimated fair value of options
granted to employees and directors is amortized to expense over the options'
vesting period. As discussed in Note 10, the executive officers of the Company
received stock awards of 103,342 shares in Fiscal 2003. These stock awards had
an estimated grant-date fair value of $39,000. An expense of $77,000 was
recorded and charged to general and administrative expense in Fiscal 2003 based
upon the intrinsic value of the stock awards under APB Opinion 25. Had
compensation cost been determined based upon the fair value of stock and stock
option awards at grant date consistent with SFAS No. 123, Canterbury's net
income and income per share would have been reduced to the pro forma amounts
indicated below:


                                       2003        2002               2001
                                       ----        ----               ----
Pro forma net loss:
  Net loss as reported            $(4,054,994)  $(2,017,851)   $(7,159,855)
  Add: stock-based
   compensation costs included
   in  reported net loss (net
   of tax effects of  $13,199
   for 2003)                           64,440          -              -
  Deduct: stock-based
   compensation costs under SFAS
   123 (net of tax effects of
   $21,695, $0, and $149,036,
   respectively)                      (42,114)         -          (223,554)
                                  -----------   -----------   -----------
  Pro forma net loss              $(4,032,668)  $(2,017,851)   $(7,383,409)
                                  ===========   ===========    ===========

Pro forma net loss per common
  share - basic and diluted
   Pro forma net loss per common
    share                              $(2.15)      $(1.16)        $(4.39)
   Net loss per common share -
    as reported                         (2.16)       (1.16)         (4.25)
   Pro forma shares unsed in
    calculation of pro forma loss
    per common share                1,876,300     1,742,500      1,682,800

    The Company granted 50,000 stock options to directors during the year ended
November 30, 2003. There were no stock options granted to employees or directors
during the year ended November 30, 2002. Therefore, no pro forma adjustment to
earnings is reported for the year. The Company granted 23,000 stock options to
independent contractors during the year ended November 30, 2002. This resulted
in a $57,201 charge to general and administrative expense for the year ended
November 30, 2002 based upon the Black Scholes estimated fair value of these
grants that vested through year end. An additional $22,221 charge to general and
administrative expense was recorded in Fiscal 2003 through the completion of the
one-year vesting period.


13.  Stockholders' Equity
=============================

    In January 2002 the Company sold 6,697 shares of restricted common stock in
a private placement to a non-affiliate. Total net proceeds were $15,000. During
April and May 2002, the Company purchased 35,285 shares of its outstanding
common stock for $250,323 and subsequently retired the purchased shares.


14.  Related Party Transactions
===============================

     During Fiscal 2001, certain officers and directors of the Company purchased
a 33% stock ownership in a corporation that was previously a subsidiary of the
Company prior to the November 1996 sale by the Company of its 100% stock
ownership in this corporation to an outside group. The Company holds note
receivables in the amount of $3,760,098 from this corporation of which
$3,636,000 pertains to notes originating on the November 1996 date of sale (see
Note 4). The Company maintained the same level of security interest protection
and the same debt amortization schedule. The Company earned $322,000, $395,000
and $408,000 of interest income from these notes in Fiscal 2003, 2002 and 2001,
respectively. During the fourth quarter of Fiscal 2003, a 22% owner of this
corporation passed away. After his death, that corporation purchased and retired
his shares from his estate. As a result of this purchase and retirement of his
shares, certain officers and directors of the Company now own 44% of this
corporation.

     At November 30, 2003 and 2002, the total notes receivable plus accrued
interest for issuances of Company common stock to corporate officers, corporate
counsel and certain consultants totaled $3,595,000 and $3,641,000, respectively.
These non-recourse notes are collateralized by common stock of the Company and
are reported as a contra-equity account. Interest rates range from 4% to 6.6%.
Prior to July 17, 2002, $1,739,000 of these notes were recourse notes.

     On July 17, 2002 the Compensation Committee recommended, and the Board of
Directors approved a modification of the April 10, 2001 and the May 16, 2001
notes. The notes became non-recourse as to principal and interest as of
September 1, 2002 with the issued shares continuing to collateralize the notes.
All accrued interest on the notes as of September 1, 2002 has been paid to the
Company. Principal and interest must be paid by recipient before they are
entitled to sell their respective shares. If principal and interest have not
been paid by the maturity date of the recipient notes, then recipients' sole
obligation shall be that any shares relating to this nonpayment will be
forfeited and returned to the Company. If this event were to occur, both the
underlying shares and the notes receivable would be cancelled with no effect on
the net worth of the Company. In consideration for this modification the term of
these notes was reduced and shortened from April and May, 2006 to December 31,
2004. The Board also prohibited the issuance of any stock options, stock or any
other form of equity for all of Fiscal 2002 to the recipients.


15.  Advertising
===================

     The Company expenses advertising as incurred. Total advertising expenses
included in the results of operations were $86,000, $201,000, and $287,000 for
2003, 2002, and 2001, respectively.


16.  Investment Impairment
=============================

     At November 30, 2001, the Company held investment securities in public
companies. For one of the public companies certain officers and directors of the
Company have an ownership interest in the aggregate of approximately 18%.
Management has estimated the fair value of this investment at November 30, 2001
at $0, and the cost at November 30, 2001 of $0 after impairment write down.
During the fourth quarter of Fiscal 2001 the Company recorded an impairment
charge of $2,562,000 related to the carrying value of the shares previously
received from the public company. The Company's valuation of this investment was
based upon the public company's two consecutive years of operating losses and
its current lack of liquidity. This impairment charge is recorded in other
expenses on the statement of operations.

     Other equity securities had a fair value of $0 at November 30, 2001, after
impairment writedown. During the second quarter of Fiscal 2001, the Company
recorded an impairment charge of $75,000 to writedown the value of these
securities to $0. The Company did not realize any recovery of investment value
in Fiscal 2003 and 2002 pertaining to the aforementioned Fiscal 2001
impairments.


17.  Discontinued Operations
=============================

   During the fourth quarter of Fiscal 2003, the Company discontinued the
operation of its technical staffing segment (DMI/Canterbury). The significant
decline in demand for contract, full and part-time technical employees due to
the economic downturn in the technology sector over the past several years was
the major cause for this action. There was no gain or loss realized on the
abandonment of this business segment. Historical financial data for the fiscal
years ended November 30:

                                            2003          2002         2001
                                            ----          ----         ----
Revenues                                  $398,850      $916,774    $1,474,855
Pretax income (loss)                        17,908       (64,877)     (258,438)

Assets and liabilities as of November 30, 2003 included in consolidated balance
sheet:

     Net receivable                               $7,290
     Other assets                                    162
     Accounts payable and accrued expenses         1,710


18.  Unaudited Quarterly Financial Information
- ------------------------------------------------

                                                   2003

                         First       Second      Third       Fourth       Total
                         -----       ------      -----       -------      -----
Revenues              $4,517,682  $5,296,470  $8,242,226  $4,327,916  $22,384,294
Gross profit             562,594   1,457,261   1,217,582     602,720    3,840,157
Income (loss) from
  continuing
  operations            (987,279)     39,141    (217,970) (2,900,705)  (4,066,813)
Income (loss) from
  discontinued
  operations             (14,740)      1,314      22,465       2,780       11,819
Net income (loss)     (1,002,019)     40,455    (195,505) (2,897,925)  (4,054,994)

Earnings per share:

Basic and diluted:
   Income (loss) from
    continuing
    operations            $(.57)       $.02       $(.12)     $(1.41)      $(2.17)
   Income (loss) from
    discontinued
    operations             (.01)        -           .01         -            .01
                         ------       ------      ------    -------       ------
   Net income (loss)      $(.58)       $.02       $(.11)     $(1.41)      $(2.16)
                         =======      ======      =====     =======       ======


Weighted average shares
Basic and diluted      1,734,000   1,849,000   1,852,700   2,062,200    1,876,300








                                                   2002



                         First       Second      Third       Fourth       Total
                         -----       ------      -----       -------      -----
Revenues              $6,425,112  $9,384,925  $8,649,426  $5,573,184  $30,032,647
Gross profit           1,726,616   2,561,817   1,409,623   1,106,899    6,804,955
Income (loss) from
  continuing
  operations             100,948     375,985    (485,459) (1,935,436)  (1,943,962)
Loss from discontinued
  operations             (25,717)    (20,280)       (596)    (27,296)     (73,889)
Net income (loss)         75,231     355,705    (486,055) (1,962,732)  (2,017,851)

Earnings per share:

Basic and diluted:
  Income (loss) from
   continuing
   operations              $.06        $.21       $(.28)     $(1.11)      $(1.12)
  Loss from
   discontinued
   operations              (.02)       (.01)         -         (.01)        (.04)
                          -----         ----     -------    ---------     -------
  Net income (loss)
   per share               $.04        $.20        $(.28)    $(1.12)      $(1.16)
                          ======      =====       ======     ======       =======

Weighted average shares
Basic                  1,766,500   1,752,300   1,726,300   1,733,000    1,742,500
Diluted                1,774,500   1,772,100   1,726,300   1,733,000    1,742,500









                               SCHEDULE II

                   VALUATION AND QUALIFYING ACCOUNTS
                         (in thousands)




                                 Balance at    Charged to
                                Beginning of    Costs and   Deduction/      Balance at
Description                       Period        Expenses    Write-off      End of Period
- ------------------------------  ------------   ----------   -----------    --------------

Year ended November 30, 2001:      $194           $433        $175            $452
Accounts receivable allowances

Year ended November 30, 2002:      $452           $131        $200            $383
Accounts receivable allowances

Year ended November 30, 2003:      $383          $(106)         $6            $271
Accounts receivable allowances






                                 EXHIBIT  21

                         LIST OF SUBSIDIARIES
                    OF CANTERBURY CONSULTING GROUP, INC.


Canterbury Management Group, Inc.
Star Label Products, Inc. (shell)
MSI/Canterbury Corp.
CALC/Canterbury Corp.
ATM/Canterbury Corp.
USC/Canterbury Corp.
DMI/Canterbury Corp.
DMI-North/Canterbury Corp.
Usertech/Canterbury Corp.
Canterbury Corporate University, Inc.



Exhibit 31.1


CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT


I, Kevin J. McAndrew, certify that:

1.    I have reviewed this annual report on Form 10-K of Canterbury Consulting
Group, Inc.;

2.    Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.    I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:

a)    designed such disclosure controls and procedures or caused such disclosure
 controls and procedures to be designed under my supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this annual report is being prepared;

b)    [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

c)    evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

d)    disclosed in this annual report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal year that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5.    I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

a)    all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

b)    any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls
over financial reporting.

Date: February 27, 2004
                     /s/ Kevin J. McAndrew
                     ----------------------------------------
                       Kevin J. McAndrew
                       President and Chief Executive Officer
                       and Chief Financial Officer




EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT



Securities and Exchange Commission
450 Fifth Street, N.W
Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted to the Securities and
Exchange Commission solely for the purpose of complying with Section 1350 of
Chapter 63 of Title 18 of the United States Code. This certification is not to
be deemed filed pursuant to the Securities Exchange Act of 1934 and does not
constitute a part of the annual report on Form 10-K (the Report) accompanying
this letter.

Kevin J. McAndrew, the President, Chief Executive Officer and Chief Financial
Officer of Canterbury Consulting Group, Inc., certifies that:

1.   the Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934; and

2.   the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of Canterbury
Consulting Group, Inc. (as of and for the periods presented in the Report).


                     /s/ Kevin J. McAndrew
                     ----------------------------------------
                         Kevin J. McAndrew
                         President and Chief Executive Officer

                     /s/ Kevin J. McAndrew
                     ----------------------------------------
                        Chief Financial Officer


Date: February 27, 2004





                                                                         Annex D

                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549


                                   FORM 10-Q
                                   ---------

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

For the quarterly period ended August 31, 2004
Commission File Number:      0-15588


                      CANTERBURY CONSULTING GROUP, INC.
        ----------------------------------------------------------
         (Exact name of registrant as specified in its charter)


Pennsylvania                                                          23-2170505
- -----------------------------                                  -----------------
(State of Incorporation)                                        (I.R.S. Employer
                                                                  Identification
                                                                            No.)


                                352 Stokes Road
                                    Suite 200
                             Medford, New Jersey 08055
                       (Address of principal executive office)

                        Telephone Number:  (609) 953-0044

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.     YES   X       NO
               ---          ----

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). YES          NO  X
                                        ---       ----

The number of shares outstanding of the Registrant's common stock as of the date
of the filing of this report 1,965,822 shares.



FORM 10-Q

PART 1 - FINANCIAL INFORMATION
- ---------------------------------
ITEM 1.  FINANCIAL STATEMENTS
==============================

                     CANTERBURY CONSULTING GROUP, INC.

                        CONSOLIDATED BALANCE SHEET
                     ----------------------------------

ASSETS
- ------

                                 August 31, 2004           November 30,
                                     (Unaudited)                2003
                                -----------------          --------------


Current Assets:


 Cash and cash equivalents             $1,015,756            $1,385,824
 Marketable securities                    100,000               300,000
 Accounts receivable, net of
   allowance for doubtful
   accounts of $219,000 and
   $271,000                             4,813,282             2,477,060
 Notes receivable - current
   portion                                304,741               287,845
 Prepaid expenses and other
   assets                                  25,531                93,311
 Inventory, principally finished
   goods, at cost                         307,137                92,599
                                      -----------           -----------
       Total Current Assets             6,566,447             4,636,639



Property and equipment at cost,
   net of accumulated depreciation
   of $1,187,000 and $1,093,000           354,885               604,449
Goodwill                                2,083,381             2,433,381
Deferred tax assets                       750,532               759,000
Notes receivable                        3,241,538             3,472,253
Other assets                               52,780                32,821
                                      -----------           -----------
       Total Assets                   $13,049,563           $11,938,543
                                      ===========           ===========


                               See Accompanying Notes



FORM 10-Q

                        CANTERBURY CONSULTING GROUP, INC.

                           CONSOLIDATED BALANCE SHEET

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------


                                   August 31, 2004          November 30,
                                       (Unaudited)              2003
                                  -----------------        --------------

Current Liabilities:

  Accounts payable - trade            $ 2,355,498           $   963,588
  Accrued expenses                        584,761               532,597
  Unearned revenue                        332,681               470,107
  Current portion, long-term debt         832,774               889,490
                                      -----------           -----------

      Total Current Liabilities         4,105,714             2,855,782

Long-term debt                          1,360,997                62,934

Subordinated convertible debt             355,000               355,000
                                      -----------           -----------
      Total Liabilities                 5,821,711             3,273,716
                                      -----------           -----------



Commitments and Contingencies


Stockholders' Equity:

  Common stock, $.001 par value,
   50,000,000 shares authorized;
   1,965,822 and 2,097,251 issued
   and outstanding                          1,966                 2,097
  Additional paid-in capital           22,751,621            24,248,039
  Accumulated deficit                 (13,375,543)          (11,989,817)
  Notes receivable for common stock-
    related parties                    (2,150,192)           (3,595,492)
                                      -----------           -----------
      Total Stockholders' Equity        7,227,852             8,664,827
                                      -----------           -----------

      Total Liabilities and

       Stockholders' Equity           $13,049,563           $11,938,543
                                      ===========           ===========

                                   See Accompanying Notes

FORM 10-Q
                                CANTERBURY CONSULTING GROUP, INC.
                             CONSOLIDATED STATEMENTS OF OPERATIONS



                                     Three-Months Ended August 31,      Nine-Months Ended August 31,
                                        2004               2003              2004           2003
                                       -----               ----             -----           ----
                                     (Unaudited)        (Unaudited)      (Unaudited)     (Unaudited)

Service revenue                      $ 1,687,508       $ 2,511,377      $ 4,773,849     $ 8,319,397
Product revenue                        7,449,404         5,628,275       10,386,774       9,429,739
                                     -----------       -----------      -----------     -----------

   Total net revenue                   9,136,912         8,139,652       15,160,623      17,749,136

Service costs and expenses             1,141,583         1,830,168        3,372,608       6,162,112
Product costs and expenses             6,949,037         5,161,795        9,553,248       8,569,639
                                     -----------       -----------      -----------      ----------

   Total costs and expenses            8,090,620         6,991,963       12,925,856      14,731,751

Gross profit                           1,046,292         1,147,689        2,234,767       3,017,385

Selling                                  330,312           438,648        1,055,615       1,243,166
General and administrative               769,052         1,072,011        2,343,014       3,444,644
Goodwill Impairment                      350,000              -             350,000           -

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

   Total operating expenses            1,449,364         1,510,659        3,748,629       4,687,810


Other income/(expense)
 Interest income                          81,502           116,258          215,168         387,569
 Interest expense                        (34,032)          (29,408)         (74,050)        (90,358)
 Other                                    11,863               989           34,916           2,935
                                     -----------       ------------     -----------      ----------

   Total other income/(expense)           59,333            87,839          176,034         300,146


Loss from continuing
 operations before income taxes         (343,739)        (275,131)       (1,337,828)     (1,370,279)

Income tax (benefit)/provision              -             (71,000)             -           (261,000)
                                     -----------       -----------      -----------      -----------

Loss from continuing
 operations                             (343,739)        (204,131)       (1,337,828)     (1,109,279)
(Loss)/income from discontinuing
 operations  (net of income
 taxes of $0, $2,000, $0 and
 $(11,000))                                 -               8,626           (47,898)        (47,790)
                                     -----------       ----------       -----------     -----------
Net loss                           $    (343,739)      $ (195,505)      $(1,385,726)    $(1,157,069)
                                   =============       ==========       ===========     ===========

Net loss per share
  and common share equivalents

  Basic and diluted:
   Loss from
     continuing operations                 $(.17)           $(.11)            $(.65)          $(.61)
   Loss from discontinuing
     operations                              -                -                (.02)           (.03)
                                     -----------       -----------      -----------     -----------

   Net loss                                $(.17)           $(.11)            $(.67)          $(.64)
                                   =============       ===========      ===========      ==========

  Weighted average number
   of common shares - basic
   and diluted                         2,011,200         1,852,700        2,066,800       1,814,100
                                   =============       ===========     ============      ==========

                               See Accompanying Notes



FORM 10-Q
                       CANTERBURY CONSULTING GROUP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED AUGUST 31, 2004 AND AUGUST 31, 2003

                                      August 31, 2004     August 31, 2003
                                    -------------------  -----------------
                                        (Unaudited)         (Unaudited)
Operating activities:
 Net loss                               $(1,385,726)         $(1,157,069)
 Adjustments to reconcile
  net loss to net cash
  used in operating activities:
  Depreciation and amortization             217,901             279,481
  Provision for losses on accounts
   receivable                                14,500             (20,975)
  Deferred income taxes                       8,468            (253,535)
  401(k) contributions issued in stock         -                211,029
  Loss on sale of subsidiary                  9,194                -
  Issuance of stock options to
   consultants for services                    -                 12,740
  Issuance of common stock to officers
   in lieu of salary                           -                 77,504
  Goodwill impairment                       350,000                -

  Changes in operating assets,
   Accounts receivable                   (2,350,722)            297,663
   Inventory                               (214,538)           (216,743)
   Prepaid expenses and other assets         67,780              20,953
   Other assets - non-current               (19,959)              2,415
   Accounts payable                       1,391,910             667,822
   Accrued expenses                          52,164            (255,369)
   Unearned revenue                        (137,426)           (183,520)
                                         ----------           ---------
 Net cash used in operating activities   (1,996,454)           (517,604)
                                         ----------           ---------

Investing activities:
Proceeds from redemption of
  marketable securities                     200,000                -
 Capital expenditures, net                  (28,216)            (26,862)
 Proceeds from payments on
   notes receivable                         213,255             857,754
                                         ----------           ---------
 Net cash provided by investing
   activities                               385,039             830,892
                                         ----------            --------

Financing activities:
Proceeds from payments on
  notes receivable for capital
  stock - related parties                      -                 45,315
 Principal payments on long
  term debt                                 (58,653)           (365,467)
 Proceeds from subordinated
  convertible debt                           -                  355,000
 Proceeds from line of credit             1,300,000                -
                                          ----------           ---------
 Net cash provided by
  financing activities                    1,241,347              34,848

Net (decrease)/increase in cash            (370,068)            348,136
Cash, beginning of period                 1,385,824             395,477
                                         ----------           ---------
Cash, end of period                      $1,015,756          $  743,613
                                         ==========          ==========


Non Cash Transaction:
     During the second quarter of Fiscal 2004, the Company sold
ATM/Canterbury to its previous owner.  The Company received and retired
25,000 shares of its common stock in exchange for 100% of the common
stock of ATM/Canterbury.

     During the third quarter of Fiscal 2004 the Company entered into a
$38,824 capital lease obligation in exchange for new equipment.

     During the third quarter of Fiscal 2004, 106,429 shares of Company stock
was returned in full cancellation of non-recourse notes totaling $1,445,000.
These shares were retired upon receipt by the Company.

                              See Accompanying Notes


10-Q

CANTERBURY CONSULTING GROUP, INC.

Notes to Consolidated Financial Statements  (Unaudited)
- ------------------------------------------------------


1.  Operations and Summary of Significant Accounting Policies

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

Basis of Presentation
- ---------------------

     The accompanying unaudited consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and note disclosures normally included in
annual financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted
pursuant to those rules and regulations.  It is suggested that these
unaudited consolidated financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's 10-K for
the year ended November 30, 2003.  In the opinion of management, all
adjustments (which consist only of normal recurring accruals) necessary to
present fairly the financial position, results of operations and cash flows
of all periods presented have been made.  Quarterly results are not
necessarily indicative of results for the full year.

Description of Business
- -----------------------

     Canterbury Consulting Group, Inc. provides broad based information
technology, management consulting services and training to both corporate
and government clients.  Canterbury's mandate is to become an integral part
of its clients' management and technical infrastructure, designing and
applying the best products and services to help them achieve a competitive
advantage.

     For information about the Company's revenues, profit or loss, and
assets by segment, see Note 2 of the Notes to Consolidated Financial
Statements.


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

     The consolidated financial statements include the accounts of the
Company and all of its subsidiaries.  All material intercompany transactions
have been eliminated.

Use of Estimates

- ----------------
     Our consolidated financial statements have been prepared in accordance
with generally accepted accounting principles in the United States (US GAAP).
The preparation of these financial statements requires us to make estimates
and judgments that affect the reported amounts in the financial statements and
accompanying notes. These estimates form the basis for judgments we make about
the carrying values of assets and liabilities that are not readily apparent
from other sources. We base our estimates and judgments on historical
experience and on various other assumptions that we believe are reasonable
under the circumstances. However, future events are subject to change and the
best estimates and judgments routinely require adjustment. US GAAP requires us
to make estimates and judgments in several areas, including those related to
impairment of goodwill and equity investments, revenue recognition,
recoverability of inventory and receivables, the useful lives of long lived
assets such as property and equipment, the future realization of deferred
income tax benefits and the recording of various accruals. The ultimate
outcome and actual results could differ from the estimates and assumptions
used.

Revenue Recognition
- -------------------
Product Revenue

     Product revenue is recognized when there is persuasive evidence of an
arrangement, the product has been delivered, the sales price is fixed or
determinable, and collectibility is reasonably assured. The product is
considered delivered to the customer once it has been shipped, and title and
risk of loss have transferred. The Company defers revenue if there is
uncertainty about customer acceptance.  Product revenue represents sales of
computer hardware and software.  Generally, the Company is involved in
determining the nature, type, and specifications of the products ordered by the
customer.

Service Revenue

     Service revenue is recognized when there is persuasive evidence of an
arrangement, the sales price is fixed or determinable, and collectibility is
reasonably assured.  Service revenues represent training and consulting services
provided to customers under separate consulting and service contracts.  Revenues
from these contracts are recognized as services are rendered.

Statement of Cash Flows
- -----------------------

     For purposes of the Statement of Cash Flows, cash refers solely to demand
deposits with banks and cash on hand.

Marketable Securities
- ----------------------


     At August 31, 2004 and November 30, 2003, the Company held marketable
securities comprised of $100,000 and $300,000 investment, respectively, in a
long-term tax-exempt bond fund.  The Company's marketable securities are
classified as available-for-sale and are carried at fair market value.  There
were no unrealized gains or losses on marketable securities for the period ended
August 31, 2004.

Accounts Receivable
- -------------------

     The carrying value of accounts receivable is based upon customer invoiced
amounts due to us, adjusted for allowances for doubtful accounts.  We evaluate
the collectibility of our accounts receivable based on a combination of factors.
In cases where we are aware of circumstances that may impair a specific
customer's ability to meet its financial obligations to us, we record a specific
allowance against amounts due to us, and thereby reduce the net recognized
receivable to the amount we reasonably believe will be collected. For all other
customers, we estimate allowances for doubtful accounts based on the length of
time the receivables are past due, industry and geographic concentrations, the
current business environment and our historical experience.

Notes Receivable
- -----------------

     The carrying value of notes receivable is based upon their principal
amounts as of August 31, 2004 and November 30, 2003.  No allowance for
uncollectible amounts has been recorded due to the timely receipt of all
scheduled installments of principle and interest to date, and the expected
future receipt of remaining installment amounts due us.  Interest income from
notes receivable is recognized as earned over time based on the stated terms of
the notes.

Inventories
- -----------

     Inventories are stated at the lower of cost or market utilizing a first-in,
first-out method of determining cost.

Depreciation and Amortization
- --------------------------------

     The Company depreciates and amortizes its property and equipment for
financial statement purposes using the straight-line method over the estimated
useful lives of the property and equipment (useful lives of leases or lives of
leasehold improvements and leased property under capital leases, whichever is
shorter).  For income tax purposes, the Company uses accelerated methods of
depreciation.

     The following estimated useful lives are used:

     Building and improvements          7 years
     Equipment                     3 to 5 years
     Furniture and fixtures        5 to 7 years

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

     Income tax expense is based on pretax financial accounting income. Deferred
tax assets and liabilities are determined based on the difference between the US
GAAP financial statements and tax basis of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse.  Deferred tax assets are reduced by valuation allowances to amounts
that are more likely than not to be realized.  No income tax benefit was
recorded for the three or nine-month period ended August 31, 2004 as there was a
100% valuation allowance booked against the current period loss.

Reverse Stock Split
- -------------------

     On January 24, 2003, the Company's Board of Directors approved a one for
seven reverse stock split of the Company's common shares.  All share and per
share information contained in these financial statements gives retroactive
effect to the 1 for 7 reverse stock split.

Concentration of Risk
- ----------------------

     The Company maintains cash balances at a creditworthy bank located in the
United States.  Accounts at the institution are insured by the Federal Deposit
Insurance Corporation up to $100,000.  The Company does not believe that it
has significant credit risk related to its cash balance.

     The Company holds marketable securities in the form of mutual fund shares
with a highly reputable mutual fund company located in the United States.

     As previously discussed, the Company is in the business of providing
management and information technology services and training.   These services
are provided to a large number of customers in various industries in the United
States.  The Company's trade accounts receivable are exposed to credit risk, but
the risk is limited due to the diversity of the customer base and the customers
wide geographic dispersion.  The Company performs ongoing credit evaluations of
its customers' financial condition. The Company maintains reserves for potential
bad debt losses and such bad debt losses have been within the Company's
expectations.

     As of March 2004, all Canterbury operating subsidiaries were headquartered
in the Mid Atlantic and Northeast region of the country.  As such, the majority
of revenues were generated in these two geographic regions.

     For the three and nine months ended August 31, 2004, a significant number
of local and state agencies in Maryland purchased equipment under a contract
with the City of Baltimore from USC/Canterbury (Value Added Hardware Reseller
Segment).  Total purchases under this contract represented 10% of this segment's
revenue and 8% of consolidated revenue for the three-month period ended August
31, 2004.  Total purchases under this contract represented 23% of this segment's
revenue and 16% of consolidated revenue for the nine-month period.

     During April, 2004 USC/Canterbury was awarded the contract, along with one
other vendor, to provide the City of Baltimore with Hewlett Packard hardware.
The contract is for three years with five one-year options by the City of
Baltimore.  A second group of customers, from a county in Virginia, accounted
for 65% of the revenues in the reseller segment and 44% of consolidated revenues
for the first nine months of Fiscal 2004.  This group of over 80 customers
purchased equipment from USC/Canterbury under the City of Baltimore contract as
well.  For the quarter ended August 31, 2004, this group of customers accounted
for 81% of revenues in this segment and 65% of consolidated revenues. For the
nine months ended August 31, 2004, one Usertech/Canterbury customer accounted
for 20% of service revenue and 6% of total revenue.  For the quarter ended
August 31, 2004, the same Usertech/Canterbury customer accounted for 20% of
service revenue and 4% of total revenue.

     One vendor represented 64% of the product cost in the Value Added Reseller
Segment and 48% of consolidated costs for the first nine months of Fiscal 2004.
Another major vendor represented 26% and 19% of segment and consolidated costs
and expenses, respectively for the same nine-month period.

     For the quarter ended August 31, 2003, a significant number of local and
state agencies in Maryland purchased equipment under a contract with the City of
Baltimore from USC/Canterbury (Value Added Hardware Reseller Segment).  Total
purchases under this contract represented 33% of this segment's revenue and 22%
of consolidated revenue.  A second group of customers, from a county in
Virginia, accounted for 61% of the revenues in the reseller segment and 42% of
consolidated revenues for the quarter.  This group of over 80 customers
purchased equipment from USC/Canterbury under the City of Baltimore contract as
well.

Fair Value of Financial Instruments
- ------------------------------------

     The fair value of financial instruments is determined by reference to
various market data and other valuation techniques as appropriate.  Management
believes that there are no material differences between the recorded book values
of its financial instruments and their estimated fair value.

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

     Certain reclassifications have been made to prior years' balances in order
to conform to current presentations.


2.  Segment Reporting
======================

     The Company is organized into two operating segments and the corporate
office.  The operating segments are training and consulting and value added
hardware reseller.  A third segment, software development, was discontinued as
of March 2004 and as such is reported as a discontinued operation as of February
29, 2004.  A fourth segment, technical staffing, was discontinued during the
fourth quarter of Fiscal 2003.  All historical information for the software
development and technical staffing segment has been omitted from the segment
presentation below.  Summarized financial information for the three and nine
months ended August 31, 2004 and August 31, 2003, for each segment, is as
follows:

For the nine months ended August 31,

                   Training      Value Added
                     and         Hardware
2004              Consulting     Reseller        Corporate       Total
- ------------   -------------    -----------      ---------   ----------
Revenues          $4,773,849   $10,386,774       $     -      $15,160,623
(Loss)/income
   before taxes     (724,859)      369,713         (982,682)   (1,337,828)
Assets             3,256,021     3,658,865        6,134,678    13,049,564
Interest income           33          -             215,135       215,168
Interest expense      49,760         1,186           23,104        74,050
Depreciation and
   amortization      192,798         4,373           20,730       217,901


                   Training      Value Added
                     and         Hardware
2003              Consulting     Reseller         Corporate       Total
- ------------   -------------    -----------      ------------  -----------
Revenues          $8,319,397    $9,429,739        $      -     $17,749,136

(Loss)/income
   before taxes     (942,984)      464,857           (892,152)  (1,370,279)
Assets             5,864,023     1,704,724         10,239,924   17,808,671
Interest income          214          -               387,355      387,569
Interest expense      47,697           821             41,840       90,358
Depreciation and
   amortization      239,673        14,122             17,608      271,403


For the three months ended August, 31,

                   Training      Value Added
                     and         Hardware
2004              Consulting     Reseller        Corporate       Total
- ------------   -------------    -----------      ---------   ----------
Revenues          $1,687,508    $7,449,404       $     -       $9,136,912
(loss)/income
   before taxes     (383,887)      362,693         (322,545)     (343,739)
Assets             3,256,021     3,658,865        6,134,678    13,049,564
Interest income            2          -              81,500        81,502
Interest expense      17,790            49           16,193        34,032
Depreciation and
   amortization       62,210         1,405            6,910        70,525


                   Training      Value Added
                     and         Hardware
2003              Consulting     Reseller         Corporate       Total
- ------              ----------   -----------     ------------ -------------
Revenues          $2,511,377    $5,628,275       $      -      $ 8,139,652
(Loss)/income
   before taxes     (280,384)      304,752           (299,499)    (275,131)
Assets             5,864,023     1,704,724         10,239,924   17,808,671
Interest income         -            -                116,258      116,258
Interest expense      15,277           295             13,836       29,408
Depreciation and
   amortization       69,442         4,540              5,668       79,650


3.  Notes Receivable
====================

     During September, 2003, the Company received $2,295,327 representing the
remaining principal balance plus accrued interest for a note which was received
in November 1995 as part of the consideration for the sale of a former
subsidiary.  The Company was scheduled to receive monthly payments of $33,975
inclusive of interest at 7.79% per year through November 2005 and a balloon
payment of $1,707,000 in December 2005.  In conjunction with this prepayment,
the Company issued 145,000 shares of restricted common stock to consultants for
services rendered in this transaction valued at fair market value.

     In addition, the Company held notes receivable assets from a related party
in the aggregate amount of $3,546,279 at August 31, 2004.  These notes have
interest terms that average 7.3% per year and are scheduled to mature at various
dates through November 2006, with a balloon payment of $1,948,000 in December,
2006.  The aggregate amount includes an $860,000 demand note. During April,
2003, in order to fortify the liquidity of the balance sheet, the Company
negotiated a $500,000 paydown of the demand note (from $1,360,000 to $860,000).
On April 3, 2003 the independent directors, who are a majority of the Board of
Directors of Canterbury, voted to reduce the annual interest rate on the note
from 10% to 5% per annum in exchange for the principal payment of $500,000 which
was received by the Company during April, 2003.  The demand note is included in
the non-current portion of notes receivable at August 31, 2004 and November 30,
2003.

     The company has received all scheduled monthly installments for notes
receivable outstanding as of August 31, 2004.


4.  Property and Equipment
==========================

     Property and equipment, which is recorded at cost, consists of the
following:
                                     August 31, 2004      November 30, 2003
                                    -----------------     -----------------

Machinery and equipment               $1,240,870            $1,434,874
Furniture and fixtures                   224,895               225,230
Leased property under capital
   leases and leasehold improvements      76,066                37,242
                                      ----------            ----------
                                       1,541,831             1,697,346
Less: Accumulated depreciation        (1,186,946)           (1,092,897)
                                      ----------            ----------
     Net property and equipment      $   354,885           $   604,449
                                     ===========           ===========

     Accumulated depreciation of leased property under capital leases at
August 31, 2004 amounted to $14,000.


5.  Goodwill
==========================

     The Company recorded $350,000 of goodwill impairment charges related to
MSI/Canterbury (Training and Consulting Segment) during the third quarter of
Fiscal 2004.  The continued declining revenues during the year (and especially
over the summer months) has caused a significant reduction in MSI/Canterbury
operating income over previous years.  The fair value of this subsidiary's
goodwill was estimated based on recent earnings history and our future earnings
expectations for this business as of August 31, 2004.  The Company will perform
its annual goodwill impairment tests for all reporting units as of November 30,
2004.

     The changes in carrying amount of goodwill for the nine months ended
August 31, 2004 by reportable segment are as follows:

                          Training      Value Added
                            and          Hardware
                        Consulting       Reseller            Total
                        -------------   -------------     --------------
Balance as of
  November 30, 2003     $2,074,629       $  358,752       $ 2,433,381

Impairment loss
  for 2004                (350,000)            -             (350,000)
                        ----------       ----------       -----------
Balance as of
  August 31, 2004       $1,724,629       $  358,752        $2,083,381
                        ==========       ==========       ===========


6.  Long-Term Debt
====================

                                      August 31, 2004    November 30, 2003
                                    -----------------     -----------------
Long-term obligations consist of:
   Note payable for acquisition         $800,000              $800,000
   Revolving credit line               1,300,000                  -
   Capital lease obligations              63,298                34,589
   Notes payable - equipment              30,473               117,835
                                      ----------            ----------
                                       2,193,771               952,424
Less:  Current maturities               (832,774)             (889,490)
                                      ----------            ----------
                                      $1,360,997            $   62,934
                                      ==========            ==========

     In February, 2004 the Company and Commerce Bank agreed to an amended
loan agreement.  The new agreement calls for a two-year, $1,500,000
revolving working capital line of credit collateralized by trade accounts
receivable and inventory.  The loan carries an interest rate of the prime
rate plus one half of one percent (1/2%) and the maturity date was recently
extended six months to November 1, 2005.  Total credit available under the
agreement, subject to the carrying value of accounts receivable and inventory
collateral amounted to $1,500,000 at August 31, 2004.   Total unused credit
available amounted to $200,000 at August 31, 2004.

     The Bank's debt is secured by substantially all of the assets of the
Company and requires compliance with covenants which include the maintenance of
certain financial ratios and amounts.  The Company is restricted by its bank
from paying cash dividends on its common stock.  As of August 31, 2004, the
Company was in compliance with all of the financial covenants of its revised
loan agreement.  The Company, however, is within $62,000 of violating its
cumulative pretax loss covenant as of August 31, 2004 (limit per covenant is
$1,050,000 cumulative loss from December 1, 2003).  The actual pretax loss
amount is calculated as loss from continuing operations plus any non-cash
charge (goodwill impairment, income tax reserves, etc.)

     As part of the purchase price paid for the acquisition of Usertech in
September, 2001, the Company agreed to pay $1,200,000 to the seller over
three years at an annual amount of $400,000 plus accrued interest at 7% per
annum on the outstanding balance.  On August 4, 2003, the Company initiated
mandatory binding arbitration proceedings against Ceridian Corporation, the
previous owner of Usertech/Canterbury, as required in the Stock Purchase
Agreement between the parties.  As a result of this pending arbitration and the
extent of the damages claimed, the Company has withheld the scheduled $800,000
in principal payments of the note payable to Ceridian, as well as the total
accrued interest of $112,000, through September 28, 2004, as the damages sought
far outweigh the note payable to them. The disputed $800,000 is classified as
part of the current portion of long-term debt as of August 31, 2004.

     Aggregate fiscal maturities on long-term debt, exclusive of obligations
under capital leases, are $802,000 in 2004; $1,310,000 in 2005; and $10,000 in
2006, and $8,000 in 2007.

     The carrying value of the long-term debt approximates its fair value.


7.  Capital Leases
==================

     Capital lease obligations are for certain equipment leases which expire
through fiscal year 2006.  Future required payments under capitalized leases
together with the present value, calculated at the respective leases' implicit
interest rate of approximately 16% at their inception is as follows at
August 31, 2004:

Total minimum lease payments through November 30, 2004              $ 8,709
Total minimum lease payments through November 30, 2005               34,837
Total minimum lease payments through November 30, 2006               30,728
Total minimum lease payments through November 30, 2007                9,200
                                                                    -------
Total minimum lease payments                                         83,474
Less amount representing interest                                   (20,176)
                                                                    -------
Present value of long-term obligations under capital leases         $63,298
                                                                    =======


8.  Related Party Transactions
==================================

     During Fiscal 2001, certain officers and directors of the Company purchased
a 33% stock ownership in a corporation that was previously a subsidiary of the
Company prior to the November 1996 sale by the Company of its 100% stock
ownership in this corporation to an outside group.  These officers and directors
purchased their ownership from this outside group.  The Company holds notes
receivable in the amount of $3,546,279 from this corporation of which $2,599,413
pertains to notes originating on the November 1996 date of sale.  The Company
maintained the same level of security interest protection and the same debt
amortization schedule.  During the fourth quarter of Fiscal 2003, a 22% owner of
this corporation passed away.  After his death, that corporation purchased and
retired his shares from his estate.  As a result of this purchase and retirement
of his shares, certain officers and directors of the Company now own 44% of this
corporation.

     At August 31, 2004 and November 30, 2003, the total notes receivable plus
accrued interest for issuances of Company common stock to corporate officers,
corporate counsel and certain consultants totaled $2,150,000 and $3,595,000,
respectively.  These non-recourse notes are collateralized by common stock of
the Company and are reported as a contra-equity account.  Interest rates average
4%.  During the third quarter of Fiscal 2004, 106,429 shares of Company common
stock was returned and retired in full satisfaction of $1,445,000 in notes
receivable plus accrued interest.  As part of this third quarter transaction,
all seven members of its Board of Directors (inclusive of three corporate
executives) as well as two subsidiary presidents have returned 88,571 shares of
Canterbury restricted common stock to the Company.  These shares had been posted
as collateral by all of these individuals against notes payable to the Company
totaling $1,202,800.  The notes came due on June 28, 2004, and the
aforementioned individuals had the option of returning these shares to the
Company or paying the associated notes and accrued interest in full.  All of the
individuals determined to return their shares to the Company.  There was no
impact on the Company's income statement or net worth as a result of these
common stock retirements since the carrying value of the common stock and the
notes receivable were identical.  The Company uses variable accounting under
SFAS 123 to account for Company stock issued for non-recourse notes.  This type
of transaction is similar in economic substance to the issuance of stock
options.  No amounts have been charged to earnings to date due to the decrease
in market value of Company stock during the term of the notes.

     Prior to July 17, 2002, $1,739,000 of these notes were recourse notes.  On
July 17, 2002 the Compensation Committee recommended, and the Board of Directors
approved a modification of the April 10, 2001 and the May 16, 2001 notes.  The
notes became non-recourse as to principal and interest as of September 1, 2002
with the issued shares continuing to collateralize the notes.  All accrued
interest on the notes as of September 1, 2002 has been paid to the Company.
Principal and interest must be paid by recipient before they are entitled to
sell their respective shares.  If principal and interest have not been paid by
the maturity date of the recipient notes, then recipients' sole obligation shall
be that any shares relating to this nonpayment will be forfeited and returned to
the Company.  If this event were to occur, both the underlying shares and the
notes receivable would be cancelled with no effect on the net worth of the
Company.  In consideration for this modification the term of these notes was
reduced and shortened from April and May, 2006 to December 31, 2004.  The Board
also prohibited the issuance of any additional stock options, stock or any other
form of equity to the recipients for all of Fiscal 2002.


9.  Stock Listing
=================

     On September 8, 2004 the Nasdaq Stock Market ("Nasdaq") notified Canterbury
that the Company's common stock has not maintained a minimum market value of
publicly held shares ("MVPHS") of $1,000,000 as required for continued inclusion
by Nasdaq's Marketplace Rule 4310(c)(7) (the "Rule").  Therefore, in accordance
with Marketplace Rule 4310(c)(8)(B), the Company will be provided 90 calendar
days, or until December 7, 2004, to regain compliance.  If, at anytime before
December 7, 2004, the MVPHS of the Company's common stock is $1,000,000 or more
for a minimum of 10 consecutive trading days, Nasdaq will provide written
notification that the Company complies with the Rule.  If compliance with
this Rule cannot be demonstrated by December 7, 2004, Nasdaq will provide
written notification that the Company's securities will be delisted.

     On June 23, 2004 Nasdaq had notified Canterbury that the bid
price of the Company's common stock had closed below the minimum requirement for
continued inclusion under Marketplace Rule 4310(c)(4), and that in accordance
with Marketplace Rule 4310(c)(8)(D), the Company must regain compliance by
December 20, 2004 or be delisted.


10.  Discontinued Operations
===========================

     During March 2004, the Company entered into negotiations to sell
ATM/Canterbury back to the original owner.  The transaction was finalized in
April, 2004.  Canterbury sold 100% of the stock in ATM/Canterbury in exchange
for 25,000 shares of Canterbury common stock (which have been retired), that the
owner had retained from the original transaction in 1997.  The transaction was
effective as of March 3, 2004.  As a result of the transaction the Company
recorded a $9,194 loss on the sale of discontinued operation in the second
quarter of Fiscal 2004.

     The Company's decision to sell ATM/Canterbury was based on the lack of
demand for ATM/Canterbury's products and services by existing customers; the
inability to increase sales to new customers and the Company's desire to focus
on its training and consulting segment and its value added reseller segment.

     Historical financial data for ATM/Canterbury for the three months ended
August 31, 2004 and August 31, 2003:


                                 August 31, 2004              August 31, 2003
                                -----------------           -----------------
        Revenues                      $  -                       $102,574
        Pretax loss                      -                        (23,342)

     Historical financial data for ATM/Canterbury for the nine months ended
August 31, 2004 and August 31, 2003:

                                 August 31, 2004              August 31, 2003
                                -----------------           -----------------
        Revenues                      $58,866                    $307,260
        Pretax loss                   (38,704)                    (72,603)

     During the fourth quarter of Fiscal 2003, the Company discontinued the
operation of its technical staffing segment (DMI/Canterbury).  The significant
decline in demand for contract, full and part-time technical employees due to
the economic downturn in the technology sector over the past several years was
the major cause for this action.  There was no gain or loss realized on the
abandonment of this business segment.

     Historical financial data for DMI/Canterbury for the three months
ended August 31, 2004 and August 31, 2003:


                                 August 31, 2004              August 31, 2003
                                -----------------           -----------------
        Revenues                      $  -                       $ 83,463
        Pretax income                    -                         33,966

     Historical financial data for DMI/Canterbury for the nine months
ended August 31, 2004 and August 31, 2003:


                                 August 31, 2004              August 31, 2003
                                -----------------           -----------------
        Revenues                      $  -                       $368,786
        Pretax income                    -                         13,813

    Assets and liabilities for DMI/Canterbury as of November 30, 2003 included
in the consolidated balance sheet:

        Net receivable                          $7,290
        Other assets                               162
        Accounts payable and accrued expenses    1,710



ITEM 2.     MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF
            OPERATIONS
===========================================================================


Cautionary Statement
- --------------------

     When used in this Report on Form 10-Q and in other public statements, both
oral and written, by the Company and Company officers, the word "estimates,"
"project," "intend," "believe," "anticipate," and similar expressions, are
intended to identify forward-looking statements regarding events and financial
trends that may affect the Company's future operating results and financial
position.  Such statements are subject to risks and uncertainties that could
cause the Company's actual results and financial position to differ
materially.  Such factors include, among others: (1) the Company's success in
attracting new business; (2) the competition in the industry in which the
Company competes; (3) the sensitivity of the Company's business to general
economic conditions; and (4) other economic, competitive, governmental and
technological factors affecting the Company's operations, markets, products,
services and prices.  The Company undertakes no obligations to publicly
release the result of any revision of these forward-looking statements to
reflect events or circumstances after the date they are made or to reflect the
occurrence of unanticipated events.

Risk Factors That Relate To Our Business
- ----------------------------------------

     Uncertain economic conditions continue to affect many of our customers'
businesses and many clients continue to delay and reduce their purchases of
training services, hardware and consulting.  The Company's recovery
from the past several years of economic downturn continues to lag behind the
current economic recovery.

Delay Or Inability To Return To Positive Operating Cash Flow
     While the Company has taken significant steps to reduce fixed costs and
increase revenue, a significant delay in returning to positive operating cash
flow could adversely effect our liquidity and ability to conduct business.
The Company reduced payroll expense and facility leases significantly during
Fiscal 2003.  Four facilities were closed and two more were greatly downsized,
as management introduced a more flexible cost model into the business.  Annual
rent and occupancy expense were reduced by over $1,000,000 from the beginning
of Fiscal 2003 to the beginning of Fiscal 2004.  Over sixty employees were
eliminated in several workforce reductions during 2003.  Even with these
cost reductions, revenues must increase in Fiscal 2005 over Fiscal 2004 in
order to achieve positive operating profit and cash flows.  The newly formed
sales subsidiary, Canterbury Corporate University must increase sales pipeline
activity in the near term to positively impact reported revenues for the
training and consulting segment.  If this does not occur it could negatively
effect our operating cash flow.

Downturn In Economy
     If the economy does not continue to recover and if our clients continue to
decrease, delay or eliminate spending for technology and training, our ability
to continue operating at our current reduced level of revenues will be greatly
tested.  The Company cannot generate profits or positive cash flow at recent
revenue levels.  Many clients have considered certain training to be
discretionary in these uncertain economic times.  Technology expenditures are
being delayed by many of them in an attempt to balance their own budget
objectives.  These factors can cause significant financial disruption to small
vendors such as Canterbury and could have a material adverse effect on our
consolidated operating results.

Competition
     If our current customers choose to purchase goods and/or services from new
or existing competitors, it could have a material adverse effect on our
operating results.

     The various operating segments of the Company have relatively low
barriers to entry.  New and existing organizations are constantly attempting
to penetrate our customer base.  Larger, more financially seasoned competitors
have the ability to overwhelm our markets and customers though more aggressive
sales tactics.  Internal training departments within our current and potential
client base are also a primary competitor.  There is also increasing
competition from computer hardware and software vendors as they attempt to
capture more of the technology services market.  Finally, low cost providers
in the training and consulting market are attempting to buy business through
their low price business model.

Dependency on Key Personnel
     If we are unable to recruit and retain qualified personnel, it could
have a material adverse effect on our operating results. Our success depends
on the continued employment of our senior executives and managers and other
key personnel.  The loss of these people, especially without advance notice,
could have a material adverse effect on our operations.  An ongoing sales and
delivery staff are vital to ongoing customer relations and satisfaction.  A
significant portion of our consolidated revenue is service oriented (31% for
the first nine months of Fiscal 2004).  As such the loss of key personnel could
have a negative impact on our ability to deliver and service our clients.
As the economy improves, it will become more difficult to retain existing
employees and attract new recruits since they will have more employment options
available to them.

Municipal Budget Constraints
     USC/Canterbury, our value added hardware reseller, does a significant
amount of business with the states of Maryland and Virginia (88% of this
segments total revenue for the nine months ended August 31, 2004).  Lower tax
revenues in these states have reduced the amount of funding for technology
purchases recently and this trend could continue.  If this trend
continues, it could have a material adverse effect on this segment's
operating results.  This segment has been the most profitable segment for
the Company since Fiscal 2000, and its ongoing contribution to revenues and
profits is vital to the Company's future.

Shifts in Technology and Training Platforms
     In the training and consulting segment, much of our success depends upon
the introduction and adoption of new technology.  Our customers tend to
increase their demand for training at times when new technology or software is
being introduced.  When there are delays in the introduction of these new
products demand for training may decrease, and it could have a material
adverse effect on our operating results.  Also as our customers move toward
new distance learning platforms to replace instructor-led training, our
ability to retain our customers by providing these new electronic training
services introduces a potential risk in client retention, which could have a
material adverse effect on our operating results.

Ongoing Collection of Notes Receivable With A Related Party
     A significant portion of the Company's assets and tangible net worth is
represented by notes receivable with a related party.  To date there have been
no collection issues with these notes.  However, if the related party
experiences a significant downturn in operating cash flow or becomes insolvent
the collectibility of the notes would be in jeopardy and could have a material
adverse effect on the Company's asset base, cash flow and tangible net worth.

Acts of Terrorism
     The majority of revenues recorded by the Company is generated in both the
New York City and Washington D.C. areas.  Both of these locations were targets
of the terrorist attacks in 2001.  If there is a repeat of those events in
either one of these markets, our clients there could be distracted from their
normal course of business and as such would most likely delay or cancel
projects with the Company.  This could have a material adverse effect on our
operating results.

Other Factors
     Other factors that may affect our operating results include:
     *     reduced reliance on reseller channel by hardware manufacturers
     *     inability to secure sufficient contractor resources to meet short-
           term customer demand
     *     insufficient training facilities to meet client demand for
           instructor-led technology training
     *     loss of key clients through merger, sale or divestiture
     *     ongoing cost of compliance with provisions of the Sarbanes-Oxley
           legislation and other such compliance required by Nasdaq, the
           Securities and Exchange Commission or other regulatory bodies
     *     loss of working capital financing


Overview
- --------

     The Company is engaged in the business of providing information
technology products, services and training to both commercial and government
clients.  Canterbury's focus is to become an integral part of our
clients' IT solution, designing and applying the best products, services and
training to help them achieve competitive advantage by helping their employees
to succeed.

     The two primary business units for the Company are training and
consulting and value added hardware reseller.  In the training and consulting
segment we provide a variety of technical and management training.

     Our training encompasses a wide spectrum of hardware and software
products as well as many necessary business skill topics.  These training
products are delivered in a variety of ways:  at our classroom facilities in
New Jersey and New York; at our clients' locations; electronically via the
Internet; or on the end user's computer.  Many of these training products are
custom developed for our clients.  Many contain a blended training solution
combining both instructor-led training in the classroom with distance learning
products to complete the educational process.

     The Company also provides various technical consulting services to our
clients including programming, systems integration, network security and
network management.

     The value added reseller segment provides hardware and software solutions
to the Mid-Atlantic market.  Its primary focus is state and local
government clients that have an ongoing need for technology products and
services.


Liquidity and Capital Resources
- --------------------------------

     Working capital at August 31, 2004 was $2,460,000, an increase of
$679,000 since November 30, 2003.  The increase is due to the significant
increase in accounts receivable of $2,336,000, offset by the smaller increase in
accounts payable of $1,392,000.  The annual Prince William County purchase of
desktops and printers during the third quarter was the reason for the increase
in both these accounts.  The Company utilized its revolving line of credit to
fund this large transaction (over $5,000,000) and as of August 31, 2004 there
was $1,300,000 still outstanding on the line, which is classified as long term
debt on the balance sheet.

     In February, 2004 the Company and Commerce Bank agreed to an amended
loan agreement.  The new agreement calls for a two-year, $1,500,000
revolving working capital line of credit collateralized by trade accounts
receivable and inventory.  The loan carries an interest rate of the prime
rate plus one half of one percent (1/2%) and the maturity date was recently
extended six months to November 1, 2005.  Total credit available under the
agreement, subject to the carrying value of accounts receivable and inventory
collateral amounted to $1,500,000 at August 31, 2004.  Total unused credit
available amounted to $200,000 at August 31, 2004.

     The Bank's debt is secured by substantially all of the assets of the
Company and requires compliance with covenants which include the maintenance of
certain financial ratios and amounts.  The Company is restricted by its bank
from paying cash dividends on its common stock.  As of August 31, 2004, the
Company was in compliance with all of the financial covenants of its revised
loan agreement.  The Company, however, is within $62,000 of violating its
cumulative pretax loss covenant as of August 31, 2004 (limit per covenant is
$1,050,000 cumulative loss from December 1, 2003).  The actual pretax loss
amount is calculated as loss from continuing operations plus any non-cash charge
(goodwill impairment, income tax reserves, etc.)

     As part of the purchase price paid for the acquisition of Usertech in
September, 2001, the Company agreed to pay $1,200,000 to the seller over three
years at an annual amount of $400,000 plus accrued interest at 7% per annum on
the outstanding balance.  On August 4, 2003, the Company initiated mandatory
binding arbitration proceedings against Ceridian Corporation, the previous owner
of Usertech/Canterbury, as required in the Stock Purchase Agreement between the
parties.  The Company's claims arise from the September 2001 purchase of User
Technology Services, Inc. from Ceridian.  Canterbury is making various claims
ranging from breach of contract/warranty to actual/legal fraud, fraudulent
concealment, constructive/equitable fraud, and negligent/misrepresentation.
Ceridian Corporation has denied the allegations set forth by the Company and has
instituted a counterclaim in the arbitration proceedings.  Ceridian is claiming
breach of a sublease agreement by Canterbury for office space ($76,000) and
acceleration of a note payable of $800,000.  Canterbury has denied the
allegations set forth in the counterclaim.  In order to pursue its claims,
Canterbury will sustain ongoing legal and filing fees and there is no assurance
that the aforementioned arbitration will result in a favorable outcome for
Canterbury.  As a result of this pending arbitration and the extent of the
damages claimed, the Company has withheld the scheduled $800,000 in principal
payments of the note payable to Ceridian, as well as the total accrued interest
of $112,000, through September 28, 2004, as the damages sought far outweigh the
note payable to them.  The disputed $800,000 is classified as part of the
current portion of long-term debt as of August 31, 2004.  As of October 4, 2004
the Company is negotiating with Ceridian Corporation to resolve the
aforementioned dispute.  The Company wired $912,000 to Ceridian to be held by
them in a separate, interest bearing account pending a successful conclusion to
these negotiations.  If these negotiations are not successful, the money will be
returned to the Company along with accrued interest, and the arbitration process
will continue.

     Cash flow used in operating activities for the quarter ended August 31,
2004 was $(1,996,000), a decrease of $1,478,000 over the same nine month period
in Fiscal 2003.  When coupled with the year-to-date net loss of $1,386,000, the
previously mentioned significant increase in accounts receivable of $2,336,000,
offset by the smaller increase in accounts payable of $1,392,000 were the most
significant factors affecting operating cash flow.  Total assets increased by
$1,111,000 from November 30, 2003 while total liabilities were increased by
$2,548,000.  The Company's current ratio at August 31, 2004 was 1.60:1.00 versus
1.62:1.00 at November 30, 2003.


     Management believes that the Company will have sufficient funds to cover
cash flow requirements for the balance of Fiscal 2004 as a result of significant
reductions in fixed operating costs, its satisfactory balance sheet, its ability
to borrow from its revolving line of credit and ongoing collection of its notes
receivable.  Management's goal is to return to a positive operating cash flow
position in the future based upon the recent, significant reduction in fixed
expenses, coupled with substantially improved sales activity.  There was no
material commitment for capital expenditures as of August 31, 2004.  Inflation
was not a significant factor in the Company's financial statements.


RESULTS OF OPERATIONS
=====================

Revenues
- ---------
     Consolidated revenues decreased by $2,588,000 (15%) in the first nine
months of Fiscal 2004 as compared to the same period in 2003.  This consolidated
reduction was the combined result of lower training and consulting revenues of
$3,545,000 (43%), offset by an increase in revenue from the value added reseller
segment of $957,000 (10%).  For the three months ended August 31, 2004, training
and consulting revenues were $824,000 (33%) lower than the same three-month
period in Fiscal 2003.  Product revenues for the quarter ended August 31, 2004
were $1,821,000 (32%) higher than the previous year's third quarter.  The
decline in service revenue is consistent with the reduction experienced earlier
in the year due to the staff and facility downsizing the Company undertook
during the fourth quarter of Fiscal 2003.  Revenues in this business segment
must increase in order for it to return to profitability.  We have initiated an
ongoing and increased emphasis on sales and marketing activities in order to
take advantage of business opportunities as the economy improves.

     During the fourth quarter of 2003, the Company restructured its sales
department.  A Corporate Sales Manager was hired to consolidate the three
separate sales teams in the training and consulting segment.  Canterbury
Corporate University, Inc. ("CCU"), a wholly owned subsidiary of the Company,
was formed to market and sell all of Canterbury's training products and services
in one comprehensive training unit.  The Company has always attempted to promote
cross selling of our products and services between subsidiaries.  Some of our
largest clients are purchasers of the various training products we offer.  Under
previous subsidiary management, the sharing of business leads did not occur at
an acceptable level, and many potential sales opportunities were lost before
they were ever attempted.

     The Corporate Sales Manager and the Company have initiated several key
sales strategies in order to overcome the shortcomings of the past including the
lack of attention to marketing, sales and associated activities by the former
President of Usertech.  All training and consulting sales representatives are
being compensated and measured using the same plan.  Quota attainment is now a
benchmark for continued employment.  Quotas are set up with goals for selling
all of the Company's training and consulting products, not just what was sold in
the past on a subsidiary-by-subsidiary basis.  A Customer Relationship
Management ("CRM") system is being installed to better consolidate, track and
manage the pipeline of sales activity.  Also based upon feedback from our
customers, the Company is developing new products utilizing both instructor-led
and distance-learning delivery platforms.  We have also formalized reseller
relationships with several channel partners, whereby the sales team introduces
the various products from this program to our client base and the Company
receives a negotiated share of any sales generated.

     The Company has taken various steps to increase lead generation.  The
formation of an inside sales team; contracting with an outside telemarketing
firm; increasing the amount of marketing information to our clients through e-
mail announcements; pilot program events and more informative web sites are all
contributing to new lead flow.

     During the fourth quarter of Fiscal 2003, the Company made the decision to
exit the open enrollment public computer training segment that was part of
CALC/Canterbury's offerings for the past twenty years.  The high fixed cost of
delivery was too much to sustain in relationship to the amount of revenue being
generated.  By exiting this training delivery methodology, there will be an
anticipated decline in instructor-led computer training revenues for Fiscal
2004.  Reduced capacity, reduced marketing emphasis, and alternative delivery
options will all contribute to the projected decline.  CALC/Canterbury will
continue to offer private and general admission classes at its two training
facilities (New York City and Parsippany, New Jersey) as well as room rentals.
There will be more emphasis on offering private training at the clients'
locations.  This planned exit from the robust open enrollment public training
segment was done in order to reduce the high fixed cost associated with its
delivery and introduce more variability to the cost structure of our training
business.

     In the value added hardware reseller segment, the three and nine month
increase in revenues were the direct result of a significant increase in the
annual purchase of computer hardware by Price William County in Fiscal 2004.
The County purchased approximately $2,400,000 more desktops and printers in the
first nine months of Fiscal 2004 than they did in Fiscal 2003.  Several new high
schools and elementary schools opened in September, 2004 and needed to be
completely equipped with new computer equipment.

     It is management's intent to more fully integrate the sales team from the
training and consulting segment with the value added hardware reseller segment.
Product profiles are being shared between the two groups and the Company
anticipates the efforts of these two sales organizations will become more
integrated in the future.

     The majority of product to be sold in the near future will be Hewlett
Packard/Compaq hardware.  If Hewlett Packard/Compaq moves toward an agent model
with its resellers, USC/Canterbury would be paid an agent fee which approximates
the current gross profit from each sale.  This may greatly reduce the reported
revenue in this segment.  The manufacturer would record the revenue and hold the
accounts receivable with the client.  This possible change in business flow has
not happened to date, but it is possible that the migration to the agent model
will begin in the first half of Fiscal 2005, and this could significantly affect
the recording of revenues and expenses in the future.

     The value added hardware reseller segment has always had very high client
revenue concentration.  In the first nine months of Fiscal 2004 two groups of
clients accounted for 88% of the revenue in this segment.  There is obvious
risk associated with this very high customer concentration.  See Footnote 1,
Concentration of Risk, for more details on this topic. USC/Canterbury is
currently making a concerted effort to diversify its revenue mix.  Certain sales
representatives have been given responsibility, through quotas, to penetrate the
commercial market in the Baltimore/Washington area.  New strategic relationships
have been formed with several manufacturers to increase product offerings and
reduce dependency on Hewlett Packard/Compaq.  Management believes that there is
still a significant amount of uncertainty regarding future revenues from the
value added hardware reseller segment for Fiscal 2005.



     Technology spending in general, appears to be recovering in Fiscal
2004, but the duration and extent of a recovery is not yet known.  More
clients are engaging us in conversations and proposals about new projects and
training requirements.  The sales pipeline is fuller now than it was in the last
half of Fiscal 2003, but how much of this pipeline will result in sales is still
unknown.  One of the biggest challenges that faces the Company is the timing of
customers decisions to begin project work that has already been sold.  The
delays that were experienced late in Fiscal 2003 have continued into 2004.
These delays add to the uncertainty in revenue projections for the future.
Many clients continue to delay the start of various training projects, without
giving us firm timetables.

     Software development revenues for Fiscal 2004 and 2003 have been excluded
given that this segment has been classified as a discontinued operation as of
August 31, 2004. Technical staffing revenues are no longer being reported due to
its classification as a discontinued operating segment effective as of the
fourth quarter of Fiscal 2003.


Costs and Expenses
- -------------------
     Total costs and expenses decreased by $1,806,000 (12%) for the first nine
months of Fiscal 2004 as compared to the previous year, and increased by
$1,099,000 (16%) for the three months ended August 31, 2004 versus August 31,
2003.  The year-to-date decrease was due to the significant reduction in fixed
expenses in the training and consulting segment which occurred late in Fiscal
2003.  This reduction in expenses of $2,789,000 was offset by a $983,000
increase in product costs associated with the increased sales volume in the
value added reseller segment.

     Consolidated gross profit for the nine-month period ended August 31, 2004
was 15% versus 17% the prior year.  The decrease is due to the higher sales
volume and lower margin in the value added reseller segment.  The following
chart summarizes the gross margin percentages for the Company for the three and
nine-month periods of 2004 and 2003.

                   Three-Months Ended,             Nine-Months Ended
                       August 31,                       August 31,
                   2004           2003              2004           2003
                  -----------------------------------------------------
Service             32%            27%               29%            26%
Product              7%             8%                8%             9%
Consolidated        11%            14%               15%            17%


     The improvement in service revenue gross profit (on lower sales volume) is
again attributable to the significant reduction in fixed costs for the business
segment at the end of Fiscal 2003.  The biggest problem regarding gross is sales
volume.  The absolute dollar contribution must increase in order to cover
operating costs and permit us to show a profit.

     Product margins were negatively effected by several factors.  Continued
weakness in technology spending forced margins lower as many suppliers competed
for the same business.  Manufacturers continued to eliminate reseller incentives
as the products they were offering became more commoditized.  The Company is
currently partnering with several new hardware and software manufacturers who
have specialized products that command higher profit margins.  These
relationships could become more important in the future as downward pressure
continues on margins for personal computers, printers and servers.  Management
anticipates that gross margins for product sales will remain in the 10% range
for the balance of Fiscal 2004, and into next year.

     While overall costs and expenses have been reduced through reductions
in long-term lease commitments and workforce reductions, the challenge
the Company faces now is to increase revenues and attain the benefits that
reduced overhead and fixed costs would provide. The training and consulting
segment reported a 11% improvement in gross profit percentage (from 26% to 29%)
on a 43% decline in revenues for the first nine months of Fiscal 2004 as
compared to the same nine-month period in 2003.

     When, and if, revenues increase, a higher profit level would be attainable
since our fixed cost component has been drastically reduced and a larger portion
of the delivery expense would be variable in nature.  However, if sales increase
significantly in the short term, the Company risks having insufficient resources
to deliver services due to reduced manpower and facility capacity.  The Company
would need to contract for part-time consultants and acquire additional space
through short-term rentals in order to meet client demand, which is possible,
but would be more expensive to implement.

     Selling expense decreased by $188,000 (15%) in the first nine months of
Fiscal 2004 as compared to the previous year.  Personnel expense (salaries,
bonuses, commissions and payroll burden) decrease was the biggest component of
the reduction.  Selling expense also decreased by $109,000 (25%) for the three
months ended August 31, 2004 as compared to the previous year, again related to
a reduction in personnel-related expenses.

     General and administrative expense was reduced by $1,102,000 (32%) for the
first nine months of Fiscal 2004 due primarily to significant reductions in
administrative and support staff as part of the workforce reduction discussed
previously. For the three-month period ended August 31, 2004, general and
administrative expense was also reduced by $303,000 (28%) for the same reasons.

     During the third quarter of Fiscal 2004, the Company recorded a goodwill
impairment charge of $350,000 related to the carrying value of goodwill
associated with MSI/Canterbury.  Recent earning trends have been weak and
Management concluded that a charge of $350,000 would bring the carrying value
into line with recent results.  The current value of the MSI/Canterbury goodwill
is now $909,000.  We will continue to analyze the appropriate carrying value of
all goodwill associated with our subsidiaries, to determine if further
improvement charges are warranted.

     Interest income decreased by $172,000 (44%) in the first nine months of
Fiscal 2004 as compared to the same nine months in the previous year.  The
prepayment of a note receivable from the sale of a former subsidiary in
September 2003 and the $500,000 reduction in the demand note and accompanying
reduction in the interest rate with a related party in early 2003 were the
primary reasons for the decrease.  Total notes receivable decreased by
approximately $2,560,000 in the twelve-month period ending August 31, 2004.

     Interest expense was reduced by $16,000 (18%) in the nine months of
Fiscal 2004 versus Fiscal 2003.  Reduced borrowings on the revolving line of
credit and the payoff of the remaining term debt ($800,000) with the primary
lender were the major reasons for the reduction.  For the three months ended
August 31, 2004 interest expense increased by $5,000 due to a higher interest
rate on the revolving line of credit.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
===================================================================

     We are exposed to some market risk from changes in interest rates.  The
line of credit with Commerce Bank is variable and floats with the Prime lending
rate.  A significant increase in this benchmark rate will cause our interest
expense to increase on any outstanding borrowings.

     Currently, we have $100,000 invested in a municipal bond mutual fund.  We
account for this investment in accordance with SFAS No. 115, "Accounting for
Certain Investments in Debt and Equity Securities." These investments are
treated as available-for-sale under SFAS No. 115. The carrying value of these
investments approximates fair market value.


ITEM 4.  CONTROLS AND PROCEDURES
================================

     As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer/Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Rule 13a-15 under
the Securities Exchange Act of 1934, as amended.  Based upon that evaluation,
the Company's Chief Executive Officer/Chief Financial Officer concluded
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information relating to the Company (including its
consolidated subsidiaries) required to be included in the Company's periodic
filings with the Securities and Exchange Commission.

     The Company's management is also responsible for establishing and
maintaining adequate internal control over financial reporting.  There were no
changes in the Company's internal control over financial reporting identified
in connection with the evaluation of it that occurred during the Company's last
fiscal quarter that materially affected, or are reasonably likely to materially
affect, internal control over financial reporting.


PART II - OTHER INFORMATION
=========================================

Item 1     Legal Proceedings
             Refer to the Liquidity and Capital Resources Section of the
Management's Discussion of Financial Condition and Results of Operations for
disclosure on legal proceedings.

Item 2     Changes in Securities - None

Item 3     Defaults Upon Senior Securities - None

Item 4     Submission of Matters to a Vote of Stock Holders - None

Item 5     Other Information - None

Item 6     Exhibits
           Exhibit 31         Certification Pursuant to Section 302 of the
                              Sarbanes-Oxley Act-Kevin J. McAndrew
         Exhibit 32         Certification Pursuant to Section 906 of the
                              Sarbanes-Oxley Act. - Kevin J. McAndrew




                    CANTERBURY CONSULTING GROUP, INC.

                                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.



                                CANTERBURY CONSULTING GROUP, INC.
                                -----------------------------------
                                (Registrant)

                                By/s/ Kevin J. McAndrew
                                ----------------------------------------------
                                Kevin J. McAndrew
                                President and Chief Executive Officer



                                By: /s/ Kevin J. McAndrew
                                ----------------------------------------------
                                Kevin J. McAndrew
                                Chief Financial Officer
October 7, 2004





Exhibit 31

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT


I, Kevin J. McAndrew, certify that:

     1.    I have reviewed this quarterly report on Form 10-Q of Canterbury
Consulting Group, Inc.;

     2.    Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

     3.    Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

     4.    I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the registrant and have:

     a)    designed such disclosure controls and procedures or caused such
disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this quarterly report
is being prepared;

     b)    [Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-
47986]

     c)    evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and

     d)    disclosed in this quarterly report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal year that has materially affected, or is
reasonably likely to materially affect, the registrant's internal control
over financial reporting; and

     5.    I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

     a)    all significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

     b)    any fraud, whether or not material, that involves management or

other employees who have a significant role in the registrant's internal
controls over financial reporting.

Date: October 7, 2004

                        /s/ Kevin J. McAndrew
                        -------------------------------------


                            Kevin J. McAndrew
                            President, Chief Executive Officer
                            and Chief Financial Officer




EXHIBIT 32

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT



Securities and Exchange Commission
450 Fifth Street, N.W
Washington, D.C. 20549

Ladies and Gentlemen:

The certification set forth below is being submitted to the Securities and
Exchange Commission solely for the purpose of complying with Section 1350 of
Chapter 63 of Title 18 of the United States Code. This certification is not to
be deemed filed pursuant to the Securities Exchange Act of 1934 and does not

constitute a part of the quarterly report on Form 10-Q (the Report) accompanying
this letter.

Kevin J. McAndrew, the President, Chief Executive Officer and Chief Financial
Officer of Canterbury Consulting Group, Inc., certifies that to my knowledge:


1.           the Report fully complies with the requirements of Section 13(a) of
the Securities Exchange Act of 1934; and

2.           the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
Canterbury Consulting Group, Inc. (as of and for the periods presented in the
Report).


                             /s/ Kevin J. McAndrew
                             --------------------------------------

                                 Kevin J. McAndrew
                                 President, Chief Executive Officer and
                                 Chief Financial Officer


Date: October 7, 2004

Annex E

Summary of Dissenters’ Rights

The following discussion is not a complete statement of the law pertaining to dissenters’ rights under Pennsylvania Business Corporation Law (the “PBCL”), referred to as the PBCL, and is qualified in its entirety by the full text of Section 1930 and Subchapter D of Chapter 15 of the PBCL, which is referred to as Subchapter D.  Any Canterbury stockholder who desires to exercise his or her dissenters’ rights should review carefully Subchapter D and is urged to consult a legal advisor before electing or attempting to exercise their rights.  All references in Subchapter D to a “stockholder” and in this summary to a “Canterbury stockholder” or a “holder of Canterbury Common Stock” are to the record holder of shares as to which dissenters’ rights are asserted.

Notice of Intention to Dissent.  If you wish to exercise your dissenters’ rights, you must follow the procedures set forth in Subchapter D.  You must file a written notice of intention to demand the fair value of your shares with the Secretary of Canterbury prior to the vote, but in no event later than the Meeting.  You must not make any change in your beneficial ownership of Canterbury shares from the date you file the notice until the effective date of the merger.  You must refrain from voting your shares for the adoption of the merger agreement.

Notice of Approval.  If the Canterbury stockholders approve the merger, Canterbury will mail a notice to all dissenters’ who filed a notice of intention to dissent prior to the vote on the merger proposal and who refrained from voting for the adoption of the merger.  Canterbury expects to mail the notice of approval promptly after the merger.  The notice of approval will state where and when a demand for payment must be sent and where the certificates for eligible shares must be deposited in order to obtain payment.  The notice of approval will also supply a form for demanding payment which includes a request for certification of the date on which the holder, or the person on whose behalf the holder dissents, acquired beneficial ownership of the shares.  The demand form will be accompanied by a copy of Subchapter D.

If you assert your dissenters’ rights, you must ensure that Canterbury receives your demand form and your certificates on or before the demand deadline.  All mailings to Canterbury are at your risk.  Accordingly, Canterbury recommends that your notice of intention to dissent, demand form and stock certificates be sent by certified mail only, by overnight courier or by hand delivery.

If you fail to file a notice of intention to dissent, fail to complete and return the demand form, or fail to deposit stock certificates with Canterbury, each within the specified time periods, you will lose your dissenters’ rights under Subchapter D.  You will retain all rights of a stockholder, or beneficial owner, until those rights are modified by completion of the merger.

Payment of Fair Value by Canterbury.  Upon timely receipt of the completed demand form, the PBCL requires Canterbury to either: remit to dissenters’ who complied with the procedures, the amount Canterbury estimates to be the fair value for such dissenting shares; or give written notice that no such remittance will be made.

Canterbury will determine whether to make such a remittance or to defer payment for such shares until completion of the necessary appraisal proceedings.  Canterbury may consider the number of shares, if any, with respect to which stockholders dissented and any objections that may be raised with respect to the standing of the dissenting stockholder.

The remittance or notice will be accompanied by: (i) the closing balance sheet and statement of income of Canterbury for the fiscal year ended November 30, 2003 and the latest available interim financial statements; (ii) a statement of Canterbury’s estimate of the fair value of the shares; and (iii) notice of the right of the dissenter to demand payment or supplemental payment, as the case may be, accompanied by a copy of Subchapter D.

Return of Deposited Certificates.  If Canterbury does not remit the amount of its estimate of the fair value of the shares, it will return any deposited certificates with a notation that a demand for payment in accordance with Subchapter D has been made.  If shares carrying this notation are transferred after that, each new certificate issued may bear a similar notation, together with the name of the original dissenting holder or owner of such shares.  A transferee of such shares will not acquire by this transfer any rights in Canterbury other than those which the original dissenter had after making demand for payment of their fair value.

Dissenting Stockholders Estimate of Fair Value.  If Canterbury gives notice of its estimate of the fair value of your shares, without remitting this amount, or remits payment of its estimate of the fair value of your shares and you believe that the amount remitted or stated is less than the fair value of such shares, you may send to Canterbury your own estimate of the fair value of the shares.  Such estimate shall be deemed a demand for payment of the amount of the deficiency.  If you do not file a holder’s estimate within 30 days after the mailing by Canterbury of its remittance or notice, you will only be entitled to the amount stated in the notice or remitted to you by Canterbury .

Resort to Court for Relief.  If, after the later of, 60 days after the completion of the merger or after the timely receipt of any holder’s estimate, demands remain unpaid, Canterbury may file an application for relief, requesting the court determine the fair value of the shares.  There is no assurance to you that Canterbury will file this application.

In the court proceeding, all dissenters, wherever residing, whose demands have not been settled will be made parties to any such appraisal proceeding.  The court may appoint an appraiser to receive evidence and recommend a decision on the issue of fair value.  Each dissenter made a party will be entitled to recover an amount equal to the fair value of the dissenter’s shares, plus interest, or if Canterbury previously remitted any amount to the dissenter, any amount by which the fair value of the dissenter’s shares is found to exceed the amount previously remitted, plus interest.

If Canterbury fails to file an application for relief, any dissenter who made a demand and who has not already settled his or her claim against Canterbury may file an application for relief in the name of Canterbury any time within 30 days after the later of the expiration of the 60-day period after the merger or the timely receipt of any holder’s estimate.  If a dissenter does not file an application within the 30-day period, each dissenter entitled to file an application shall be paid Canterbury’s estimate of the fair value of the shares and no more, and may bring an action to recover any amount not previously remitted.

Annex F

CANTERBURY CONSULTING GROUP, INC.

PROXY FOR SPECIAL MEETING OF STOCKHOLDERS

Please sign and return immediately

KNOW ALL MEN BY THESE PRESENTS that I, the undersigned being a stockholder of Canterbury Consulting Group, Inc., Medford, New Jersey do hereby constitute and appoint Kevin J. McAndrew and Stanton M. Pikus, or either one of them (with full power to act alone), my true and lawful attorney(s) with full power of substitution to attend the Special Meeting of Stockholders of said Corporation to be held at the Braddock’s Restaurant, 39 South Main Street, Medford, New Jersey on ______________ 2005 at 10:00 a.m. or any and all adjournment thereof, and to vote all stock owned by me or standing in my name, place and stead on the proposals specified in the notice of meeting dated ___, 2004 or any and all adjournments thereof, with all the power I possess if I were personally present, hereby ratifying and confirming all that my said proxy or proxies may be in my name, place and stead as follows:

IMPORTANT: SIGNATURE REQUIRED ON REVERSE SIDE

1.

Proposal to approve the Agreement and Plan of Merger, dated November 18, 2004, between the Company and CCG Group, Inc. and the transactions contemplated by the Merger Agreement

IN FAVOR OF [ ]     AGAINST [ ]    ABSTAIN [ ]

*In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.

IF NO DESIGNATIONS ARE MADE IN THE SPACES PROVIDED ABOVE, THIS PROXY WILL BE VOTED "IN FAVOR OF" THE ABOVE PROPOSALS.  The shares represented by a properly executed Proxy will be voted as directed.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS; IT MAY BE REVOKED PRIOR TO ITS EXERCISE.

______________________________________________   _(L.S.) DATE: _______, 2005

(Print Name)

_________________________________________________(L.S.) DATE: _______, 2005

(Signature of Stockholder)

NOTE: ALL JOINT OWNERS MUST SIGN INDIVIDUALLY. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN OR CUSTODIAN, PLEASE GIVE FULL TITLE.  IF MORE THAN ONE TRUSTEE, ALL SHOULD SIGN.

Please date, sign and mail your

proxy card back as soon as possible!

Special Meeting of Stockholders

Canterbury Consulting Group, Inc.

__________________, 2005