SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(2)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
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)

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statement number, or the Form or Schedule and the date of filing.

1) Amount Previously Paid:

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4) Date Filed: October 3, 2003

Canterbury Consulting Group, Inc.
352 Stokes Road, Suite 200, Medford, New Jersey 08055

P R O X Y S T A T E M E N T

Proxies, enclosed with this Proxy Statement, are requested by the Board
of Directors of Canterbury Consulting Group, Inc. for the Annual Meeting of
Stockholders. The meeting is to be held on Monday, November 24, 2003 at
10:00 a.m. at Braddock's Restaurant, 39 South Main Street, Medford,
New Jersey 08055.

Stockholders of record as of the close of business on September 26, 2003
will be entitled to vote at the meeting and any adjournment of that meeting.
As of that date, 2,097,251 shares of common stock of Canterbury were
outstanding and entitled to one vote each. Execution of a proxy will not
in any way affect a stockholder's right to attend the meeting and vote in
person. Any shareholder submitting a proxy has the right to revoke it at
any time before it is exercised.

Any proxies that are sent in by stockholders may be revoked before
November 24, 2003 at 10:00 a.m. by mail or other deliveries in writing,
or by voice vote if the shareholder attends the Annual Meeting in person.

The people named as attorneys in the proxies are either Officers or
Directors of Canterbury. With respect to the election of a Board of
Directors, shares represented by proxies in the enclosed form, which
are received, will be voted as explained below under the heading
Election of Directors. Where a choice has been specified on the proxy
with respect to a proposal, the shares represented by the proxy will
be voted in accordance with the choice selected and will be votes FOR
that proposal if no specification is indicated.

Under Pennsylvania law, the presence of stockholders entitled to cast at
least a majority of the votes that all stockholders are entitled to cast on
a particular matter to be acted upon at a meeting, constitutes a quorum for
purposes of consideration and action on a matter. Only stockholders
indicating affirmative or negative decision on a matter are treated as
voting. Abstentions, broker non-votes or mere absence or failure to vote
is not equivalent to a negative decision and will not count towards a
quorum, and if a quorum is otherwise present, effect the outcome of a vote.
A broker non-vote occurs when a broker submits a proxy but does not have
authority to vote a customer's shares on one or more matters. The
affirmative vote of the holders of a majority of shares of the common
stock that vote at the annual meeting is required for approval of each
of the actions proposed to be taken at the Annual Meeting. If a
stockholders' meeting is called for the election of Directors and is
adjourned for lack of a quorum and another stockholders' meeting is
called, those stockholders entitled to vote who attend the adjourned
meeting, although less than a quorum as fixed under Pennsylvania law
or in the by-laws, shall be a quorum for the purpose of electing
Directors. If a meeting called to vote upon any other matter than
the election of Directors has been adjourned for at least 15 days
because of the absence of a quorum, those stockholders entitled to
vote who attend such meeting, although less than a quorum as fixed
under Pennsylvania law or in the by-laws shall still constitute a
quorum for purpose of acting upon any matter set forth in the
notice of meeting. If the notice actually states that those
stockholders who attend the adjourned meeting shall nevertheless
constitute a quorum for the purpose upon acting on the matter,
then the vote would be binding.

Canterbury is not aware of any matters to be presented at the
meeting other than the three proposals outlined in this Proxy
Statement. If any other matters are presented at the meeting upon
which it is proper to take a vote, shares represented by all proxies
received will be voted by and in the judgment of the persons named as
proxies.

An Annual Report containing the Form 10-K for the fiscal year ended
November 30, 2002 as filed with the SEC including complete financial
statements audited by Baratz & Associates, P.A. is enclosed with, but not
as a part of, this Proxy Statement. Canterbury's Form 10-Q report for the
period ended August 31, 2003 are available upon request from the Company's
Investor Relations Department or online at www.sec.gov.

The date that this Proxy Statement and proxy material are being sent
to the stockholders is on or about October 24, 2003.

Proposal No. 1 - ELECTION OF DIRECTORS
=======================================

Seven Directors are to be elected at the meeting, each to serve until
the next Annual Meeting and until his or her successor shall have been
elected and qualified. Each of the nominees named in the following pages
is presently a member of the Board of Directors. If at the time of
election any of the nominees are unable or unwilling to serve, for any
reason not presently known or contemplated, the persons named on the proxy
card will have discretionary authority to vote for the balance of those
named and, if they deem it advisable, for a substitute nominee.

NOMINEES FOR DIRECTORS
- ----------------------

Name Age Director Principal
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)(3) 66 1981 President, Atlantis,
Inc.
Stephen M. Vineberg(1)(2)(3) 62 1988 President, CMQ, Inc.
Paul L. Shapiro(1)(2)(3) 52 1992 Manager, McKesson Drug
Co.
Frank A. Cappiello(1)(4) 77 1995 President, McCullough,
Andrews & Cappiello,
Inc.

(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) Chairman and Member of the Audit and Compensation Committees 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. His
background includes: formerly the Chief Investment Officer for an
insurance holding company, Research Director of a major stock brokerage
firm, and presently President of an investment counseling firm:
McCullough, Andrews & Cappiello, Inc. He helped found and served as a
Director/Advisor to a successful venture capital fund and is also a
founder and past director of a commercial bank, The Bank of Maryland
which eventually became part of BB&T Corp, a $44 billion bank holding
company. He is the author of four books. Mr. Cappiello has been a
faculty member at Johns Hopkins University and is currently
Distinguished Visiting Professor of Finance at Loyola College in
Maryland. Frank Cappiello is best known to television viewers as a
regular panelist of the former PBS television series "Wall $treet Week
With Louis Rukeyser". This nationally telecasted program was shown
weekly on 250 stations with a viewing audience of nearly 3 million
people. A panelist for 32 years, he was on the first show in November
1970 and on the last show, March 22, 2002. He is now a regular
panelist on Mr. Rukeyser's successor show: "Lou Rukeyser's Wall
Street" airing weekly on CNBC Fridays at 8:30 p.m. He has been a
frequent guest on the ABC network television program, "Good Morning,
America" as well as CNN's "Money Line", CNN Financial's "Market Sweep",
and CNBC. He is a graduate of the University of Notre Dame and Harvard
University's Graduate School of Business Administration. Mr. Cappiello
served in the Marine Corps as a Lieutenant in an automatic weapons
battalion. He is a recipient of the Navy Combat Ribbon.

Mr. Cappiello serves as the Chairman of the Compensation Committee and
the Chairman of the Audit Committee and is the financial statement expert of
the Audit Committee of the Board of Directors. In performing these duties
Mr. Cappiello operates independent from the management of the Company.
Messrs. Manin, Shapiro and Vineberg serve on both the Audit
Committee and the Compensation Committees as Independent Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ENTIRE SLATE OF
NOMINEES IN PROPOSAL NO. 1.

A majority vote of over 50% of the shares voted will be necessary to
carry this proposal.

MANAGEMENT INDEBTEDNESS AND RELATED TRANSACTIONS
- --------------------------------------------------

The present Officers and Directors have the following related
transactions with the Company.

During Fiscal 2001, certain officers and directors of the Company
purchased a minority ownership interest in a corporation from an outside
group who purchased the business from the Company in 1996. The Company
holds notes receivable from the corporation in the amount of $3,836,669
at August 31, 2003. The Company maintained the same level of security
interest protection and the same debt amortization schedule.

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. 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. 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 each 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.
Also by reducing the term of these 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 7 3/4% Senior
Convertible Promissory Notes. 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. 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 notes 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 shareholders of the Company are being asked to ratify the issuance of
the notes in this Proxy Statement. In the interim, the note holders have
agreed not to exercise the conversion feature of the notes until after
the Annual Meeting, pending shareholder approval. If and when a full
conversion takes place, the $355,000 in debt will be eliminated.

As part of this proxy, shareholders of the Company will be asked to
ratify the issuance of these notes.

For information regarding stock option grants to Directors and Officers
please refer to the sections Option Grants and Directors' Remuneration.

EXECUTIVE CASH COMPENSATION
- ----------------------------

The following table is a summary of cash compensation paid by Canterbury
for services rendered in Fiscal 2000, 2001 and 2002 to the Chief Executive
Officer and each of the other four most highly-compensated Officers of
Canterbury who received at least $100,000 in total annual compensation.

SUMMARY COMPENSATION TABLE

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

Securities
Name and Restricted
Underlying All other
Principal and Salary Bonus Other Annual Stock
Options LTIP Compensation
Position Year ($) ($) Compensation($) Award
SAR(#)* Payouts($) ($)
- --------------------------------------------------------------------------------------------------------------

Stanton M. Pikus(1) 2002 $246,000 $- $- $- -
$- $-
Chairman 2001 254,000 - - -
25,000 - -
2000 210,000 - - -
14,286 - -

Kevin J. McAndrew(2) 2002 $246,000 $- $- $-
- $- $-
President, Chief 2001 218,000 - - -
21,429 - -
Executive Officer, and 2000 149,000 - - -
10,000 - -
Chief Financial Officer

Jean Z. Pikus 2002 $148,000 $- $- $-
- $- $-
Vice President 2001 112,000 - - -
12,143 - -
2000 92,000 - - -
5,715 - -

(1) Prior to June 1, 2001 Stanton M. Pikus held the positions of President
and Chief Executive Officer.
(2) Prior to June 1, 2001, Kevin J. McAndrew held the positions of
Executive Vice President, Chief Operating Officer and Chief Financial
Officer.
* Theses numbers reflect the 1 for 7 reverse stock split effective
January 24, 2003.

OPTION GRANTS
- -------------

No stock options were awarded to Executive Officers or Directors during
Fiscal 2002 and as of this date, no stock options have been awarded during
Fiscal 2003 to Executive Officers.

AGGREGATED OPTION EXERCISES
AND FISCAL YEAR-END 2002 OPTION VALUES
- ----------------------------------------

The following table provides information on option exercises in Fiscal
2002 by the Executive Officers and on the Executive Officers' unexercised
options at November 30, 2002. Included are options granted under the 1995
Stock Incentive Plan. As of the date of this Proxy Statement, no stock
options have been granted or exercised in Fiscal 2003 to Executive Officers.

+---------------------------------------------------------------------------------------------------------+
| Number of Securities
Value of Unexercised |
| Shares Underlying Unexercised
In-The-Money Options |
| Acquired on Value Options at Year End ,
at Year End 2002 |
| Exercise Realized 2002 (#)
($) |
| Name (#) ($) Exercisable Unexercisable
Exercisable Unexercisable|
|---------------------+------------+----------+-------------+--------------+-----------+------------------+
| | | | | |
| |
| Stanton M. Pikus | 0 | $0 | 73,575 | 0 |
$0 | 0 |
|---------------------+------------+----------+-------------+--------------+-----------+------------------+
| Kevin J. McAndrew | 0 | $0 | 57,146 | 0 |
$0 | 0 |
|---------------------+------------+----------+-------------+--------------+-----------+------------------+
| Jean Z. Pikus | 0 | $0 | 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.

EMPLOYMENT CONTRACTS
- --------------------

The Company executed new employment agreements dated June 1, 2001
between the Company and Mr. Kevin J. McAndrew and the Company and Mr.
Stanton M. Pikus, reflecting their new employment arrangements. 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 Compensation Committee of the Board of
Directors from time to time. These employment agreements supercede and
replace the current 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 Compensation Committee of
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%. 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
employment 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.

COMMITTEES OF THE BOARD AND MEETING ATTENDANCE
- -----------------------------------------------

The Board has established an Audit Committee and a Compensation
Committee. The two committees are currently composed entirely of Independent
Directors (Frank A. Cappiello, Alan Manin, Paul Shapiro and Stephen
Vineberg). Mr. Frank Cappiello is the Chairman of both committees.

The Company had 16 meetings of the Board of Directors during the last
full fiscal year. There was no incumbent who, during the last full fiscal
year, attended fewer than 81% of said meetings. The four Independent
Directors constitute a majority of the Company's seven-person Board.

The Compensation Committee, met 3 times during the last fiscal year.
The Audit Committee met 4 times during the last fiscal year. 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 is set forth in Appendix A of this Proxy Statement.

Report of the Compensation Committee on Executive Compensation

Overview and Philosophy
The Compensation Committee is responsible for establishing the compensation
of, and the compensation policies with respect to, the Company's executive
officers, including the Company's Chief Executive Officer, and administering
certain of the Company's stock benefit plans. The Compensation Committee is
composed of all four of the Company's Independent Directors - Frank
Cappiello (Chairman), Alan Manin, Paul Shapiro and Stephen Vineberg.

The objectives of the Company's executive compensation program are to:
* Attract and retain key executives critical to the long-term success of the
Company;
* Align the interests of executive officers with the interests of
stockholders and the success of the Company; and
* Recognize and reward individual performance and responsibility.

Executive Compensation Program
General. The Company's executive compensation program consists of base
salary and long-term incentive compensation in the form of stock options or
other incentives such as common stock. In addition, executive officers
participate in benefit programs that are available to the Company's
employees, generally. These benefit programs include medical benefits and
the 401(k) Plan.

Base Compensation. Mr. Stanton M. Pikus, the Company's President and Chief
Executive Officer until June 1, 2001 and Mr. Kevin J. McAndrew, the
Company's Executive Vice President and Chief Financial Officer until June 1,
2001 and then the Company's President, Chief Executive Officer and Chief
Financial Officer, entered into new multi-year employment agreements with
the Company during Fiscal 2001. During 2002, compensation for Mr. Pikus and
Mr. McAndrew were set within the range of compensation for chief executives
with comparable qualifications, experience, length of service and
responsibilities at other companies in the same or similar businesses, based
on the determination of and approved by the Compensation Committee.

In December 2001, Jean Z. Pikus, the Company's Vice President entered into a
multi-year employment agreement with the Company. During 2002, compensation
for Ms. Pikus was set within the range of compensation for executives with
comparable qualifications, experience, length of service and
responsibilities at other companies in the same or similar businesses, based
on the determination of and approved by the Compensation Committee.

During the Year 2002, compensation for officers of subsidiaries and/or key
employees was set within the range of compensation for executives and/or key
employees with comparable qualifications, experience and responsibilities at
other companies in the same or similar businesses, based on the
determination of management and approval of the Compensation Committee. In
addition, base compensation for each officer and/or key employee was
determined on a case-by-case basis in light of each individual's
contribution to the Company as a whole, including the ability to motivate
others, develop the necessary skills to grow as the Company matures,
recognize and pursue new business opportunities and initiate programs to
enhance the Company's growth and success.

Long-Term Incentive Compensation. The Company provides long-term incentives
to its executive officers and key employees in the form of stock options
and/or restricted common stock of the Company. The objectives of this
program are to align executive and stockholder long-term interests by
creating a strong and direct link between executive compensation and
stockholder return, and to enable executives to develop and maintain a
significant, long-term stock ownership position in the common stock. Stock
options are granted at an option exercise price that is determined by the
Board as of the date of grant. However, neither the option exercise price
nor the stock price may be less than the fair market value of the common
stock at the time the option or restricted common stock is granted.
Accordingly, the stock options will only have value if the Company's stock
price increases above the fair market value of the common stock at the time
they were granted. In selecting executives eligible to receive option grants
and restricted common stock and determining the amount and frequency of such
grants, the Company evaluates a variety of factors, including (i) the job
level of the executive and/or key employee, (ii) option grants awarded by
competitors to executives and/or key employees at comparable job levels and
(iii) past, current and prospective service to the Company rendered, or to
be rendered, by the executive and/or key employee. Please refer to the
table labeled Options Granted to see options granted in Fiscal 2002 and thus
far in Fiscal 2003 to Officers and Directors.

Submitted by the Compensation Committee of the Board of Directors of
Canterbury Consulting Group, Inc.

Frank Cappiello, Chairman
Alan Manin
Paul Shapiro
Stephen Vineberg

Report of the Audit Committee of the Board of Directors

The Audit Committee reviewed the Company's audited financial statements for
the fiscal year ended November 30, 2002 and discussed these financial
statements with the Company's management. Management is responsible for the
Company's internal controls and the financial reporting process. The
Company's independent accountants are responsible for performing an
independent audit of the Company's financial statements in accordance with
generally accepted auditing standards and to issue a report on those
financial statements. The Audit Committee is responsible for monitoring and
overseeing these processes. As appropriate, the Audit Committee reviews and
evaluates, and discusses with the Company's management, internal accounting,
financial and auditing personnel and the independent accountants, the
following:
* the plan for, and the independent accountants' report on, each audit of
the Company's financial statements;
* the Company's financial disclosure documents, including all financial
statements and reports filed with the SEC or sent to stockholders;
* changes in the Company's accounting practices, principles, controls or
methodologies;
* significant developments or changes in accounting rules applicable to the
Company; and
* the adequacy of the Company's internal controls and accounting, financial
and auditing personnel.

The Audit Committee reviewed and discussed the audited financial statements
and the matters required by Statement on Auditing Standards 61
(Communication with Audit Committees) with Baratz & Associates, P.A., the
Company's independent auditors. SAS 61 requires the Company's independent
auditors to discuss with the Company's Audit Committee, among other things,
the following:
* methods to account for significant unusual transactions;
* the effect of significant accounting policies in controversial or emerging
areas for which there is a lack of authoritative guidance or consensus;
* the process used by management in formulating particularly sensitive
accounting estimates and the basis for the accountants' conclusions
regarding the reasonableness of those estimates; and
* disagreements with management over the application of accounting
principles, the basis for management's accounting estimates and the
disclosures in the financial statements.

The Company's independent auditors also provided the Audit Committee with
the written disclosures and the letter required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees).
Independence Standards Board Standard No. 1 requires auditors annually to
disclose in writing all relationships that in the auditors' professional
opinion may reasonably be thought to bear on independence, confirm their
perceived independence and engage in a discussion of independence. In
addition, the Audit Committee discussed with the independent auditors their
independence from the Company. The Audit Committee also considered whether
the independent auditors' provision of certain other, non-audit related
services to the Company was compatible with maintaining such auditors'
independence.

Based on its discussions with management and the independent auditors, and
its review of the representations and information provided by management and
the independent auditors, the Audit Committee recommended to the Board that
the audited financial statements be included in the Company's Annual Report
on Form 10-K for the year ended November 30, 2002.

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 is set
forth in Appendix A of this Proxy Statement.

Mr. Cappiello serves as the Company's Audit Committee Chairman and the
financial statement expert of the Audit Committee of the Board of Directors.
In performing these duties Mr. Cappiello operates independent from the
management of the Company. Messrs. Manin, Shapiro and Vineberg serve on
both the Audit Committee and the Compensation Committees as Independent
Directors.

Submitted by the Audit Committee of the Board of Directors of Canterbury
Consulting Group, Inc.

Frank Cappiello, Chairman
Alan Manin
Paul Shapiro
Stephen Vineberg

DIRECTORS' REMUNERATION
- ------------------------

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, and stock options when appropriate. There were no stock
options awarded to Directors during 2002 nor for the first seven months of
2003. On August 18, 2003 the four independent directors received five-year
stock options at market value.

Name Stock Option Amount Stock Option Price

Frank Cappiello 20,000 $.75
Alan Manin 10,000 $.75
Paul Shapiro 10,000 $.75
Stephen Vineberg 10,000 $.75

The Company had 16 meetings of the Board of Directors during the last
full
fiscal year. There was no incumbent who, during the last full fiscal year,
attended fewer than 81% of said meetings.

PERFORMANCE GRAPH
- ----------------------

The following graph demonstrates a comparison of Canterbury's
stockholder returns at each fiscal year end as of November 30 with
shareholder returns on a broad market index, the Nasdaq Stock Market
(US), and a industry index, Nasdaq Computer & Data Processing
Services Stock. The comparison assumes $100.00 was invested on
November 30, 1997 in the Company's common stock, the Nasdaq Stock
Market (US) and the Nasdaq Computer & Data Processing Services Stocks.

COMPARISON OF CUMULATIVE TOTAL RETURN

500 -| +-------------------------------+
| | N - Nasdaq National (US) |
450 -| | S - Nasdaq Computer & Data |
| | Processing Services |
D 400 -| | C - Canterbury Consulting |
| | Group, Inc. |
O 350 -| +-------------------------------+
|
L 300 -|
|
L 250 -|
|
A 200 -| N,S
| S
R 150 -| N
| N,S N,S
S 100 -|N,S,C C C N,S
|
50 -|
| C C C
0 -+---------+------------|------------|-------------|----------|
1997 1998 1999 2000 2001 2002

Y E A R S

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
- ------------------------------------------------------------

The following table sets forth as of September 26, 2003 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
Officer or Director individually and (iii) all Officers and Directors of the
Company as a group. Theses numbers reflect the 1 for 7 reverse stock split
effective January 24, 2003.

Amount and Nature of Beneficial Ownership
Shares Shares Acquirable
Name of Currently Within 60 Days By % Owned of
Beneficial Owner Owned Option Exercise Company's Shares(*)
- --------------------------------------------------------------------------------
Stanton M. Pikus (1) 185,205 73,575 10.71%
Kevin J. McAndrew 112,355 57,146 7.01%
Jean Zwerlein Pikus (1) 68,737 33,289 4.22%
Alan Manin (2) 29,152 21,002 2.08%
Stephen M. Vineberg 15,519 19,573 1.45%
Paul L. Shapiro 3,668 19,573 0.96%
Frank A. Cappiello 45,953 39,501 3.54%
- --------------------------- -------- -------- ------
All Officers, Directors
and 5% Stockholders as a
group (7 in number) 460,589 263,659 29.97%
======== ======== ========

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

(*) These percentages are calculated using total outstanding shares and
options exercisable.
(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.
10,288 shares of Canterbury common stock owned in the name of Matthew Zane
Pikus Trust are not included in their totals.
(2) 10,462 shares owned by Atlantis Family L.C. of which Mr. Manin is the
sole beneficiary, are included in his total.

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 table.

Name of Individual Capacity in Which Served Date Granted Exercise
Price Options
- ----------------------------------------------------------------------------------------------
Stanton M. Pikus Chairman of the Board of 12/4/98 $3.72
14,286
Directors 8/27/99 $10.92
5,715
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 12/4/98 $3.72
10,715
Officer, Chief Financial 8/27/99 $10.92
4,286
Officer, Treasurer, Director 11/4/99 $16.80
10,715
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, 12/4/98 $3.72
6,429
Director 8/27/99 $10.92
2,572
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 12/4/98 $3.72
2,500
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 12/4/98 $3.72
2,500
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 12/4/98 $3.72
2,500
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 12/4/98 $3.72
5,000
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 five-year stock option grants are part of the 1995 Stock Option
Plan as Incentive Option Awards.

Section 16(a) of the Securities Exchange Act of 1934 requires
Canterbury's Executive Officers, Directors, and affiliates file initial
reports of ownership and reports of changes of ownership of Canterbury's
common stock with the Securities and Exchange Commission. These Executive
Officers, Directors, and affiliates are required to furnish Canterbury with
copies of all Section 16(a) forms that they file. Based solely on
Canterbury's review of Securities and Exchange Commission Forms 3, 4, and 5
submitted to Canterbury, and written representations from these Officers,
Directors, and affiliates that no other reports were required, the Company
believes that all required forms were filed on time.

Proposal No. 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
========================================================================

The Board of Directors has appointed Baratz & Associates, P.A. (Baratz),
independent auditors, to audit the Company's consolidated financial
statements for the fiscal year ending November 30, 2003. Baratz audited the
Company's consolidated financial statements for the fiscal years ended
November 30, 2001 and November 30, 2002. The firm of Ernst & Young LLP
("Ernst & Young") served as independent auditors for the Company for the
fiscal year ended November 30, 2000. The decision to change auditors was
based on the fact that the Company experienced significant cost savings by
having the audit performed by Baratz & Associates, a New Jersey based
regional public accounting firm, since Baratz had already been doing all of
the tax compliance and filing work. The consolidation of efforts
contributed to the overall cost effectiveness of their engagement.

During the Company's fiscal year ended November 30, 2000, as well as the
subsequent interim period through August 8, 2001, there were no
disagreements between the Company and Ernst & Young LLP on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved to their
satisfaction would have caused them to make reference in connection with
their opinion to the subject matter of the disagreement, except for the
valuation of an investment for which the auditors believed there was
evidence of permanent impairment and therefore required adjustment in the
Statement of Operations for the year ended November 30, 2000. The
adjustment was subsequently recorded. There were no other "reportable
events" described under Item 304(a)(1)(v) of Regulation S-K occurring within
the Company's two most recent fiscal years and the subsequent interim period
through August 8, 2001.

The audit report of Ernst & Young LLP on the consolidated financial
statements of Canterbury Consulting Group, Inc. and its subsidiaries as of
and for the fiscal year ended November 30, 2000, did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.

During the Company's fiscal year ended November 30, 2000, as well as the
subsequent interim period through August 8, 2001, the Company did not
consult with Baratz & Associates regarding any of the matters or events set
forth in Item 304 (a)(2)(i) and (ii) of Regulation S-K.

At the Annual Meeting, shareholders are being asked to ratify the
appointment of Baratz as the Company's independent auditors for fiscal year
2003. Representatives of Baratz are expected to be present at the Annual
Meeting and will have the opportunity to respond to appropriate questions.

Audit Fees. The aggregate fees billed for professional services rendered by
Baratz for the audit of our annual financial statements for the 2002 fiscal
year and the reviews of the financial statements included in our quarterly
reports on Form 10-Q for the 2002 fiscal year were $73,000. 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

Financial Information Systems Design and Implementation Fees. Baratz and
Ernst & Young did not render any professional services to the Company of the
type described in Rule 2-01(C)(4)(ii) of Regulations S-X during the 2002
fiscal year.

All Other Fees. The aggregate fees billed for services rendered by Baratz,
other than fees for the services referenced under the captions "Audit Fees"
and "Financial Information Systems Design and Implementation Fees" during
the 2002 fiscal year were $23,000 for tax compliance services. There were
no aggregate fees billed for services rendered by Ernst & Young, other than
fees for the services referenced under the captions "Audit Fees" and
"Financial Information Systems Design and Implementation Fees" during the
2002 fiscal year.

Canterbury understands the need for Baratz to maintain objectivity and
independence in its audit of the Company's financial statements. Therefore,
Canterbury only uses Baratz for non-audit work when it concludes that Baratz
is the most appropriate provider of that service such as tax compliance
services. The Audit Committee has begun annually evaluating whether the
Company's use of Baratz for non-audit services is compatible with Baratz's
independence.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 2.

A majority vote of over 50% of the shares voted will be necessary to
carry this proposal.

Proposal No. 3 - RATIFICATION OF THE ISSUANCE OF 7 3/4% SENIOR CONVERTIBLE
PROMISSORY NOTES
==========================================================================

The following table summarizes certain information regarding the
Company's equity compensation plans which represents potential dilution
of an additional 319,409 shares.

( 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) 296,407 $8.98
144,070

Equity compensation
plans not approved by
security holders(2) 23,002 $6.32
--
--------- -----
- -------
Total 319,409 $8.79
144,070
========= =====
========

(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.
(2) Options and Warrants issued to consultants outside of the shareholder
approved stock option plan.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL
NO. 3.

A majority vote of over 50% of the shares voted will be necessary to
carry this proposal.

EXPENSES OF SOLICITATION
- ------------------------

The cost of the solicitation of proxies will be borne by Canterbury. In
addition to the use of the mails, proxies may be solicited by regular
employees of Canterbury, either personally or by telephone or telegraph.
Canterbury does not expect to pay any compensation for the solicitation of
proxies, but may reimburse brokers and other persons holding shares in their
names or in the names of nominees for expenses in sending proxy materials to
beneficial owners and obtaining proxies from such owners.

OTHER MATTERS
- -------------

This proxy contains forward looking statements. The actual results
might differ materially from those projected in the forward looking
statements. Additional information concerning factors that could cause
actual results to materially differ from those in forward looking statements
is contained in Canterbury Consulting Group, Inc.'s SEC filings, including
periodic reports under the Securities Exchange Act of 1934, as amended,
copies of which are available upon request from Canterbury's Investor
Relations Department.

Respectfully submitted,

By: /s/ Jean Zwerlein Pikus
----------------------------------------
Jean Zwerlein Pikus
Vice President and Secretary

Dated: September 29, 2003

Stockholders who do not expect to be present at the meeting and who
wish to have their shares voted, are requested to make, date and sign the
enclosed proxy and return it in the enclosed envelope. No postage is
required if it is mailed in the United States.

APPENDIX A

CHARTER OF THE
AUDIT COMMITTEE OF
THE CANTERBURY CONSULTING GROUP, INC.
BOARD OF DIRECTORS

(As last amended by the Board of Directors on September 29, 2003)

Organization
- -----------------------

This charter governs the operations of the Audit Committee for Canterbury
Consulting Group, Inc. The Committee is comprised entirely of Independent
Directors (Frank Cappiello, Stephen Vineberg, Paul Shapiro and Alan Manin).
The Committee shall review and reassess the charter at least annually and
obtain the approval of the Board of Directors. The Committee was appointed
by the Board of Directors and shall be comprised of three or more directors,
each of whom are independent of Management and the Company. Members of the
Committee shall be considered independent if they have no relationship that
may interfere with the exercise of their independence from Management and
the Company. All Committee Members shall be financially literate, [or
shall become financially literate within a reasonable period of time after
appointment to the Committee,] and at least one member shall have
accounting or related financial management expertise (which is Mr.
Cappiello). The Committee shall hold such regular meetings as may be
necessary and such special meetings as may be called by the Chairman of
the Committee. The Committee shall report its activities to the Board at
each Board meeting. The Committee has amended its Charter in response to
new requirements regarding independent accountants, corporate governance,
and disclosure that resulted from the Sarbanes-Oxley Act of 2002 and
other proposed regulations. The Company shall comply with all corporate
governance in the manner established by the regulatory parties.

Statement of Policy
- -------------------

The Audit Committee shall provide assistance to the Board of Directors in
fulfilling their oversight responsibility to the shareholders, potential
shareholders, the investment community, and others relating to the
Company's financial statements and the financial reporting process, the
systems of internal accounting and financial controls, the internal audit
function, the annual independent audit of the Company's financial
statements, and the legal compliance and ethics programs as established
by Management and the Board. In so doing, it is the responsibility of
the Committee to maintain free and open communication between the
Committee, the full Board of Directors, the independent auditors
and Management of the Company. In discharging its
oversight role, the Committee is empowered to investigate any matter
brought to its attention with full access to all books, records,
facilities, and personnel of the Company and the power to retain outside
counsel, or other experts for this purpose.

Responsibilities and Processes
- -------------------------------

The primary responsibility of the Audit Committee is to oversee the
Company's financial reporting process on behalf of the Board and report
the results of their activities to the Board. Management is responsible
for preparing the Company's financial statements, and the independent
auditors are responsible for auditing those financial statements. The
Committee in carrying out its responsibilities believes its policies and
procedures should remain flexible, in order to best react to changing
conditions and circumstances. The Committee will take the appropriate
actions to set the overall corporate "tone" for quality financial
reporting, sound business risk practices, and ethical behavior.

The following shall be the principal recurring processes of the Audit
Committee in carrying out its oversight responsibilities. The processes
are set forth as a guide with the understanding that the Committee may
supplement them as appropriate.

* The Committee shall review this Charter periodically, at least
annually, and update as conditions dictate and shall submit the Charter
to the Board of Directors for approval and have the Charter published
at least every three years in the Corporation's proxy statement.

* The Committee shall have a clear understanding with Management and
the independent auditors that the independent auditors are ultimately
accountable to the Board and to the Audit Committee, as representatives
of the Company's shareholders. The Committee shall have the ultimate
authority and responsibility to evaluate and, where appropriate, replace
the independent auditors including sole authority to approve all audit
engagement fees and terms and all non-audit services to be provided by
the independent accountants. The Committee must pre-approve all non-audit
services to be provided by the Corporation's independent accountants. The
Committee may, from time to time, delegate its authority to approve non-
audit services on a preliminary basis to one or more Committee Members,
provided that such designees present any such approvals to the full
Committee at the next Committee meeting. The Committee shall discuss
with the auditors their independence from Management and the Company and
the matters included in the written disclosures required by the
Independence Standards Board. Annually, the Committee shall review and
recommend to the Board the selection of the Company's independent
auditors, subject to shareholders' approval.

* The Committee shall discuss with the independent auditors the overall
scope and plans for their respective audits including the adequacy of
staffing and compensation. Also, the Committee shall discuss with
Management and the independent auditors the adequacy and effectiveness
of the accounting and financial controls, including the Company's system
to monitor and manage business risk, and legal and ethical compliance
programs. Further, the Committee shall meet separately with the
independent auditors, with and without Management present, to discuss
the results of their examinations.

* The Committee shall review the interim financial statements with
Management and the independent auditors prior to the filing of the
Company's Quarterly Report on Form 10-Q. Also, the Committee shall
discuss the results of the quarterly review and any other matters
required to be communicated to the Committee by the independent auditors
under generally accepted auditing standards. Any member of the Committee
may represent the entire Committee for the purposes of this review.

* The Committee shall review with Management and the independent
auditors the financial statements to be included in the Company's Annual
Report on Form 10-K (or the Annual Report to Shareholders if distributed
prior to the filing of Form 10-K), including their judgment about the
quality, not just acceptability, of accounting principles, the
reasonableness of significant judgments, and the clarity of the
disclosures in the financial statements. Also, the Committee shall
discuss the results of the annual audit and any other matters required to
be communicated to the Committee by the independent auditors under
generally accepted auditing standards.

* The Committee shall prepare a report to be included in the
Corporation's proxy statement for each annual meeting that discloses
whether the Committee has reviewed the financial statements with
management and discussed Statement on Auditing Standards No. 61
(Communicating with Audit Committees) and Independence Standards Board
Standard No. 1 (Auditor Independence) with the independent accountants,
and if it has recommended to the Board of Directors that the audited
financial statements be included in the Form 10-K.

* The Committee shall review the disclosures made by the
Corporation's principal executive officer and principal financial
officers regarding compliance with their certification requirements
under the Sarbanes-Oxley Act of 2002 and the rules promulgated
thereunder, including the Corporation's internal controls for
financial reporting and disclosure controls and procedures.

Miscellaneous
- --------------

* The Committee shall oversee the Corporation's policies and procedures
regarding compliance with applicable laws and regulations and with the
Corporation's Code of Conduct and Business Ethics and receive reports
from the Chief Compliance Officer.

* The Committee shall establish procedures for:
+ the receipt, retention and treatment of complaints received
by the Corporation regarding accounting, internal accounting
controls or auditing matters; and
+ the confidential, anonymous submission by employees of the
Corporation of concerns regarding questionable accounting or
auditing matters.

* The Committee shall ensure that management has the proper review
system in place to ensure that the Corporation's financial statements,
reports, and other financial information disseminated to governmental
organizations and the public satisfy legal requirements.

* The Committee shall perform any other activities consistent with this
Charter, the Corporation's By-laws, and governing law as the Committee or
the Board deems necessary or appropriate.

* The Committee shall have the power to hire legal, financial or other
advisors as they may deem necessary in their best judgment with due
regard to cost, without the need to obtain the prior approval of any
officer of the Company. The secretary of the Company will arrange for
payment of the invoices of any such third party.

* While the Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Committee to plan or conduct
audits or to determine that the Corporation's financial statements are
complete and accurate and are in accordance with generally accepted
accounting principles. This is the responsibility of management and the
independent accountants.