UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-Q/A


[ X ]  Quarterly  report  pursuant  to Section 13 or 15(d) of the  Securities
       Exchange Act of 1934

         For the quarterly period ended              September 30, 1996
                                       --------------------------------

                                                            OR

[  ]  Transition  Report  Pursuant  to Section  13 or 15(d) of the  Securities
      Exchange Act of 1934

         For the transition period from                     to

                       Commission File Number 33-55254-45


                             ASSOCIATED TECHNOLOGIES
             (Exact name of registrant as specified in its charter)

                  NEVADA                               87-0485306
(State or other jurisdiction of incorporation        (IRS Employer 
         or organization)                         Identification Number)

1204 THIRD AVENUE, SUITE 172
NEW YORK, NY                                           10021
(Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code           (212) 988-0394
                                                  ---------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [ X ] Yes [ ] No


          Class                           Outstanding as of September 30, 1996
------------------------------          --------------------------------------
    CLASS A COMMON STOCK                              2,148,000 shares
    Par Value $0.001



<PAGE>



                           REASON FOR AMENDMENT OF 10Q
As a result of the change of Directors  which  occurred on 10th January 1997 and
following the audit of the accounts which has clarified the accounting treatment
and  recoverability  of certain assets,  the Directors have decided to amend the
original 10Q report which was lodged in November 1996

The amendments made are as follows:

a) Prepaid  expenses have been reduced by $399,920  because it became clear that
services which were to be supplied during 1997 in return for shares issued would
not be  provided.  Additional  paid in capital has also been reduced by the same
amount.

b) The intangible  technology asset previously  disclosed at $3,406,078 has been
eliminated  from the  accounts.  The value of this asset was  determined  by the
previous  management of the company and represented the excess of the price paid
for  Ogenic  over the net  assets  acquired.  On closer  review  by the  current
management and after discussions with the Company's auditors and other advisors,
it has been agreed:-

          i)   that as the  purchase  of Ogenic had been made  through a related
               company,  it was not possible to regard the acquisition  price as
               being at arms length.

          ii)  that as the acquisition of Ogenic was the first acquisition to be
               made by AT (previously a shell  company),  it was not possible to
               include any amount of goodwill or technology in the  consolidated
               balance sheet.

          Accordingly, the accounts have been amended:-

          i)   to reflect a cost to AT of the investment in Ogenic calculated on
               the nominal value of the shares issued for the  acquisition  i.e.
               $180. 
          ii)  so that the goodwill on  consolidation(1)  has been treated as an
               expense in the year of acquisition.

Net Liabilities  purchased in the acquisition of Ogenic  Technologies  have been
amended to reflect certain audit  adjustments  totaling  $58,980 which have been
made to that company's accounts on completion of the audit.

The total adjustment to the Net loss for the year as a result of b) and c) above
was $786,032.

-------- 
          (1)  At the date of acquisition  and following the  capitalization  of
               the  subsidiary's  loan to equity,  Ogenic had net liabilities of
               $844,832  Goodwill on consolidation has therefore been calculated
               as:-
   Acquisition cost                       $    180
   Net liabilities acquired                844,832
   Goodwill arising on acquisition         845,012


<PAGE>




                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements


Financial Statements                                                      Page

Consolidated Balance Sheets as at December 31, 1995 and
     September 30, 1996                                                    F-1

Consolidated Statements of Operations for the quarter ending
     September 30, 1996                                                    F-2

Consolidated Statement of Shareholders' Equity for the period
     from August 9, 1990 to September 30, 1996                             F-3

Consolidated Statements of Cash Flows for the quarter ending
     September 30, 1996                                                    F-4

Selected Notes to Consolidated Financial Statements                        F-5


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


Results of Operations

On 28th June,  1996,  the  company  acquired  all of the issued and  outstanding
capital of Ogenic,  an Australian  based  operating  company which  develops and
manufactures  both  analogue  and  digital  radio  broadcasting   equipment  and
software.  Ogenic was acquired following the completion of a creditor protection
administration  (the  Australian   equivalent  of  chapter  XI  re-organisation)
controlled  by Ernst & Young.  The  acquisition  was funded by and  promoted  by
Chancellor Group Inc. with First Sydney Capital.

Subsequent to the appointment of the Administrator,  Ogenic sought legal redress
against the former directors of the company for breaches of fiduciary duty which
were instrumental in causing Ogenic's liquidity problems.  Ogenic has since been
awarded   judgement   against  these  directors  in  all  10  pleas  sought  and
compensation has been paid by the directors and applied against the costs of the
action.

The operating  results for the three months ended September 30, 1996 reflect the
operations of Ogenic and the Company. Operating results for the quarter and nine
months ended  September 30, 1996 are not  necessarily  indicative of the results
that can be expected for the year ending December 31, 1996.

Ogenic  entered  into a tax based  Research &  Development  program in June 1996
funded by a tax effective  investment  program  under an  Australian  government
sponsored  initiative.  The program, to develop a suite of products known as the
Virtual  Interactive  Radio  Station was unwound in December 1996 when it became
clear that the change of policy by the Australian government was not going to be
reversed within the time period allowed in the agreements.


<PAGE>



As result of the  unwinding of the June 1996 R & D  Syndication  agreement,  the
assets  (being  funds on deposit and  receivables)  and  offsetting  liabilities
(being Deferred income) have been eliminated from the September quarter report.

If the program is reinstated, or converted to a form of direct government grant,
as is the more likely, the balance sheet will be amended to reflect the changes.
This is not expected before the June quarter 1997.

The Company has also issued shares in  connection  with the  establishment  of a
second  R&D  program  involving  the  raising  of $4.8  million  by  means of an
Australian tax effective investment  structure.  The fundraiser for this project
is the Main Camp Group,  one company of which is a shareholder  in AT. Main Camp
has raised US$200  million  under such  structures  since 1995.  An  Information
Memorandum is being prepared for  distribution to prospective  investors and the
first  tranche of funding is expected in the first week of July 1997.  Investors
will receive a return by means of a royalty on sales of products developed under
this funded R&D program.

Despite the setbacks  arising from the  cancellation of the initial R&D funding,
the Company has nevertheless completed the development of the first component of
the VIRS suite.  Known as Virtuoso,  early  versions of the  software  have been
released at the date of this revised report and have already attracted  interest
throughout Australia and Asia.

Liquidity and Capital Resources

The  Balance  Sheet as at  September  30  reflects  the assets  and  liabilities
following the acquisition of Ogenic. Current Liabilities are about $438,000. The
main items of Current  Liabilities  are accounts  payable and accrued  expenses.
Current assets are about $1,235,000,  the main item of which is prepaid expenses
that will be charged to expense in 1997. The prepaid items relate to an up-front
fee for a Research & Development program for 1997.

The  Company  has been  funded to the  extent of more than  $1,500,000  by major
shareholders, Chancellor Group, Inc., and First Sydney Capital. These debts have
been converted to equity during the quarter.  The Company's  ongoing  operations
are dependent  upon the  continued  support of its major  shareholders,  and the
receipt of R&D funding under the Australian  government's  modified R&D program,
and a second R&D program which will be funded by June 1997.

Impact of Inflation

The  Company  believes  that  its  activities  are not  materially  affected  by
inflation.

Foreign Currency Exposure

Income from Ogenic Technologies Pty Limited, the Company's operating subsidiary,
will be in the form of Cash  received  from  customers  for  sales of  products,
services, and technology,  and the reimbursement of funds expended on Research &
Development.  In the main, contracts are negotiated in Australian Dollars,  with
liabilities incurred in Australian Dollars.

Exchange Rate

The Exchange Rate at September 30, 1996 was: $US1.00 = $AU1.27



<PAGE>



                           PART II - OTHER INFORMATION

                    Item 6. Exhibits and Reports on Form 8-K


(a)  The following exhibits are included in this filing:
                                                                       Page
     Financial Statements as of September 30, 1996                     F-1
     Financial Data Schedule

(b)  Reports on Form 8-K.

     During the quarter, the Company filed an 8-K to announce the acquisition of
     Ogenic Technologies Pty Limited as a wholly-owned  subsidiary.  The 8-K was
     dated June 28, 1996 and filed July 12, 1996.





<PAGE>



                                   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 hereunto duly authorized.

ASSOCIATED TECHNOLOGIES



By:     s/ Alan James Gallagher
       Alan James Gallagher, President (Acting)

Dated:            April 30, 1997





<PAGE>



                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS                                                                                 9/30/96
                                                                                     (Unaudited)            12/31/95
                                                                                  -----------------     -----------------
CURRENT ASSETS
<S>                                                                               <C>                   <C>              
     Cash                                                                         $          23,361     $               0
     Accounts receivable                                                                     99,397                     0
     Inventories                                                                            338,644                     0
     Prepaid expenses                                                                       773,286                     0
                                                                                  -----------------     -----------------
                                                          TOTAL CURRENT ASSETS            1,234,688                     0

PROPERTY, PLANT, AND EQUIPMENT
     Equipment                                                                              470,477                     0
     Accumulated depreciation and amortization                                             (337,407)                    0
                                                                                  -----------------     -----------------
                                            NET PROPERTY, PLANT, AND EQUIPMENT              133,070                     0

OTHER ASSETS
     Licensed technology                                                                          -                     0
                                                                                  -----------------     -----------------
                                                                                                  -                     0
                                                                                  -----------------     -----------------

                                                                                  $       1,367,758     $               0
                                                                                  =================     =================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                             $         126,637     $               0
     Accrued expenses                                                                       311,340                     0
                                                                                  -----------------     -----------------
                                                     TOTAL CURRENT LIABILITIES              437,977                     0

LONG-TERM LIABILITIES                                                                             0                     0
                                                                                  -----------------     -----------------
                                                             TOTAL LIABILITIES              437,977                     0

SHAREHOLDERS' EQUITY Common stock par value $.001:
         25,000,000 shares authorized; 2,148,000 shares issued
         (1,000,000 at 12/31/95)                                                              2,148                 1,000
     Additional paid-in capital                                                           2,830,112                     0
     (Deficit) accumulated during development stage                                      (1,902,479)               (1,000)
                                                                                  -----------------     -----------------

                                                    TOTAL SHAREHOLDERS' EQUITY              929,781                     0
                                                                                  -----------------     -----------------

                                                                                  $       1,367,758     $               0
                                                                                  =================     =================
</TABLE>

                                       F-1

<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                              Period from
                                                                                                             8/9/90 (date
                                                    Three Months Ended              Nine Months Ended        of inception)
                                                  9/30/96         9/30/95        9/30/96        9/30/95       to 9/30/96
                                               -------------  -------------  -------------   -------------  -------------

<S>                                            <C>            <C>            <C>             <C>            <C>          
Operating revenue                              $     248,053  $           0  $     248,053   $           0  $     248,053
Cost of sales                                        136,429              0        136,429               0        136,429
                                               -------------  -------------  -------------   -------------  -------------
                              GROSS PROFIT           111,624              0        111,624               0        111,624

General and administrative expenses                  702,092              0      1,162,092               0      1,163,092
                                               -------------  -------------  -------------   -------------  -------------
Loss before other items                             (590,468)             0     (1,050,468)              0     (1,051,468)
                                               -------------  -------------  -------------   -------------  -------------

Other Items:
     Profit on sale of land and building             102,052              0        102,052               0        102,052
     Goodwill on acquisition of Subsidiary
     written off                                           -              0       (845,012)              0       (845,012)
     Research and design costs                      (146,478)             0       (146,478)              0       (146,478)
     Performance bond guarantee                      (22,363)             0        (22,363)              0        (22,363)
     Debt forgiveness                                 60,790              0         60,790               0         60,790
                                               -------------  -------------  -------------   -------------  -------------
                                                      (5,999)             0       (851,011)              0       (851,011)

INCOME (LOSS) BEFORE
     INCOME TAXES                                   (596,467)             0     (1,901,479)              0     (1,902,479)

PROVISION FOR INCOME TAXES                                 0              0              0               0              0
                                               -------------  -------------  -------------   -------------  -------------

                         NET INCOME (LOSS)     $    (596,467) $           0  $  (1,901,479)  $           0  $  (1,902,479)
                                               =============  =============  =============   =============  =============

INCOME (LOSS) PER COMMON SHARE
     Net income (loss)  per weighted
       average common share
       outstanding - ordinary                  $       (0.40) $         .00  $       (1.63)  $         .00

     Net loss per weighted average common
       share outstanding - other                        (.01)           .00           (.01)            .00
                                               -------------  -------------  -------------   -------------

     Net income (loss) per weighted
       average common share outstanding        $       (0.41) $         .00  $       (1.64)  $         .00
                                               =============  =============  =============   =============

     Weighted average number of
       common shares outstanding                   1,437,804      1,000,000      1,162,547       1,000,000
                                               =============  =============  =============   =============
</TABLE>

                                       F-2

<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
      Period from August 9, 1990 (Date of Inception) to September 30, 1996
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                             Deficit
                                                                                                           Accumulated
                                                                                        Additional           During
                                                         Common          Stock            Paid-in          Development
                                                         Shares         Amount            Capital             Stage
                                                     -------------   -------------  -----------------   -----------------
<S>                                                  <C>             <C>            <C>                 <C>              
Balances at 8/9/90 (Date of Inception)                           0   $           0  $               0   $               0
     Issuance of common stock (restricted) at
       $.001 per share at 8/9/90                         1,000,000           1,000                                      0
Net loss for period                                                                                                (1,000)
                                                     -------------   -------------  -----------------   -----------------

Balances at 12/31/90                                     1,000,000           1,000                  0              (1,000)
Net income for year                                                                                                     0
                                                     -------------   -------------  -----------------   -----------------

Balances at 12/31/91                                     1,000,000           1,000                  0              (1,000)
Net income for year                                                                                                     0
                                                     -------------   -------------  -----------------   -----------------

Balances at 12/31/92                                     1,000,000           1,000                  0              (1,000)
Net income for year                                                                                                     0
                                                     -------------   -------------  -----------------   -----------------

Balances at 12/31/93                                     1,000,000           1,000                  0              (1,000)
Net income for year                                                                                                     0
                                                     -------------   -------------  -----------------   -----------------

Balances at 12/31/94                                     1,000,000           1,000                  0              (1,000)
Net income for year                                                                                                     0
                                                     -------------   -------------  -----------------   -----------------

Balances at 12/31/95                                     1,000,000           1,000                  0              (1,000)
     Issuance of common stock (restricted) at
       $5.00 per share for cash at 1/10/96                  20,000              20             99,980
     Issuance of common stock (80,000  Regulation
       S and 100,000  restricted) at par to acquire
       subsidiary and associated loan at 6/28/96
       (Value based on assets received)                    180,000             180                  -
     Issuance of common stock (restricted) at
       $2.00 per share for expenses at 6/28/96             230,000             230            459,770
     Issuance of common stock (restricted) at
       $2.00 per share to retire debt at
       9/30/96                                             270,000             270            539,730
     Issuance of common stock (Regulation S)
       at $4.50 per share to retire debt at
       9/30/96                                             218,000             218            980,782
     Issuance of common stock (restricted) at
       $0.001 per share                                     80,000              80                  -
     Issuance of common stock (restricted) at
       $5.00 per share for prepaid expenses                150,000             150            749,850

Net loss for period                                                                                            (1,901,479)
                                                     -------------   -------------  -----------------   -----------------

Balances at 9/30/96                                      2,148,000   $       2,148  $       2,830,112   $      (1,902,479)
                                                     =============   =============  =================   =================
</TABLE>

                                       F-3

<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                              Period from
                                                                                                             8/9/90 (date
                                                    Three Months Ended              Nine Months Ended        of inception)
                                                  9/30/96         9/30/95        9/30/96        9/30/95       to 9/30/96
                                               -------------  -------------  -------------   -------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                            <C>            <C>            <C>             <C>            <C>           
     Net loss                                  $    (596,467) $           0  $  (1,901,479)  $           0  $  (1,902,479)
     Adjustments to reconcile net (loss) to net
       cash required by operating activities:
         Net book value of assets sold               605,578              0        605,578               0        605,578
         Depreciation                                 15,939              0         15,939               0         15,939
         Stock issued for expenses                         0              0        460,000               0        460,000
         Goodwill written off                              -              0        845,012               0        845,012
     Changes in assets and liabilities:
         Accounts receivable                        (111,772)             0       (111,772)              0       (111,772)
         Inventories                                 (24,032)             0        (24,032)              0        (24,032)
         Prepaid expense                             (25,454)             0        (25,454)              0        (25,454)
         Accounts payable                             90,172              0         90,172               0         90,172
         Accrued expenses                             13,676              0         13,676               0         13,676
                                               -------------  -------------  -------------   -------------  -------------
                                                     564,107              0      1,869,119               0    1,869,11924
                                               -------------  -------------  -------------   -------------  -------------
                      NET CASH REQUIRED BY
                      OPERATING ACTIVITIES           (32,360)             0        (32,360)              0        (33,360)

CASH FLOWS FROM INVESTING
   ACTIVITIES
     Cash acquired from subsidiaries                       0              0        147,939               0        147,939
                                               -------------  -------------  -------------   -------------  -------------

                      NET CASH PROVIDED BY
                      INVESTING ACTIVITIES                 0              0        147,939               0        147,939

CASH FLOWS FROM FINANCING
   ACTIVITIES
     Stock sold                                            0              0        100,000               0        101,000
     Loans - related parties                         555,939              0        555,939               0        555,208
     Loan repayments                                (748,157)             0       (748,157)              0       (748,157)
                                               -------------  -------------  -------------   -------------  -------------

              NET CASH PROVIDED (REQUIRED)
                   BY FINANCING ACTIVITIES          (192,218)             0        (92,218)              0        (93,218)
                                               -------------- -------------  -------------   -------------  -------------

                   NET INCREASE (DECREASE)
                                   IN CASH          (224,578)             0         23,361               0         23,361

CASH AT BEGINNING OF PERIOD                          247,939              0              0               0              0
                                               -------------  -------------  -------------   -------------  -------------

CASH AT END OF PERIOD                          $      23,361  $           0  $      23,361   $           0  $      23,361
                                               =============  =============  =============   =============  =============
</TABLE>


SUPPLEMENTAL FINANCING ACTIVITIES
   During the period  ended June 30, 1996,  the Company  issued  180,000  shares
   (80,000  Regulation  S and  100,000  of  restricted  stock to  acquire a 100%
   shareholding in and inter-company loan with a subsidiary with net liabilities
   of  $844,832  (excluding  the  intercompany  loan).  During the period  ended
   September 30, 1996, the Company issued 270,000 shares of restricted  stock to
   retire  debt of  $540,000,  150,000  shares of  restricted  stock for prepaid
   expenses of $750,000,  218,000 shares of Regulation S stock to retire debt of
   $981,000 and 80,000 shares of restricted stock at nominal value.


                                       F-4

<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996


NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The  consolidated  financial  statements  as of  September  30, 1996 include the
accounts of the Company and its wholly-owned  subsidiary Ogenic Technologies Pty
Ltd ("Ogenic") and Ogenic's 95% owned inactive  subsidiary Ogenic Industries Pty
Ltd. All significant intercompany balances and transactions have been eliminated
in consolidation.

Accounting Methods
The  Company  recognizes  income and  expenses  based on the  accrual  method of
accounting.

Cash and Cash Equivalents
All short term investments  purchased with an original  maturity of three months
or less  are  considered  to be cash  equivalents.  Cash  and  cash  equivalents
primarily   include  cash  on  hand  and  amounts  on  deposit  with   financial
institutions.

Dividend Policy
The Company has not yet adopted any policy regarding payment of dividends.

Income Taxes
The Company  records the income tax effect of transactions in the same year that
the transactions enter into the determination of income,  regardless of when the
transactions  are recognized  for tax purposes.  Tax credits are recorded in the
year realized.  Since the Company has not yet realized  income as of the date of
this report, no provision for income taxes has been made.

In February 1992, the Financial  Accounting Standards Board adopted Statement of
Financial  Accounting  Standards No. 109,  Accounting  for Income  Taxes,  which
supersedes  substantially all existing  authoritative  literature for accounting
for income  taxes and  requires  deferred tax balances to be adjusted to reflect
the tax rates in effect  when those  amounts are  expected to become  payable or
refundable. At September 30, 1996 a deferred tax asset has not been recorded due
to the Company's  lack of operations to provide  income to use the net operating
loss carryover of $1,000 which will expire December 31, 2006.

Trading Securities
The Company has adopted the  reporting  requirements  of  Statement of Financial
Accounting  Standards No. 115 whereby trading  securities are reported at market
value.

Foreign Currency Translation
Assets and  liabilities  denominated in foreign  currencies are translated to US
dollars at the exchange rate at the balance sheet date.  Income  statement items
are translated at an average currency  exchange rate. The resulting  translation
adjustment is recorded as a separate component of stockholders' equity.

NOTE 2: DEVELOPMENT STAGE COMPANY

The Company was incorporated under laws of the State of Nevada on August 9, 1990
and has been in the developmental stage since incorporation. The Company intends
to operate in the industries of manufacturing  electronic broadcasting equipment
and precision sheet metal products  through its subsidiary  Ogenic  Technologies
Pty Ltd, an Australian company.

                                       F-5


<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996

NOTE 3: CAPITALIZATION

On the date of  incorporation,  the Company sold 1,000,000  shares of its common
stock to Capital General  Corporation for $1,000 cash for average  consideration
of $.001 per share.  On January 10, 1996,  the Company sold 20,000 shares of its
common stock for $100,000 cash for an average  consideration of $5.00 per share.
The Company's  authorized  stock includes  25,000,000  shares of common stock at
$.001 par value.

NOTE 4: BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principals for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.   In  the  opinion  of  the  Company's  management,   all
adjustments  (consisting  of normal  accruals)  considered  necessary for a fair
presentation of these financial statements have been included. Operating results
for the nine months ended September 30, 1996 are not  necessarily  indicative of
the results that can be expected for the year ending December 31, 1996.

NOTE 5: RELATED PARTY TRANSACTIONS

The Company rents  property in Perth,  Australia  and also  utilizes  space on a
rent-free basis in the Sydney and New York offices of its principal shareholder,
Chancellor  Australia Pty Ltd.  This  arrangement  is expected to continue.  The
Company has no agreements with respect to the maintenance or future  acquisition
of office facilities.

NOTE 6: LICENSED TECHNOLOGY

This revised report excludes the intangible technology asset previously shown in
the  September  quarter  report  at  $3,406,078.  The  value of this  asset  was
determined by the previous  management of the company and represented the excess
of the price paid for Ogenic over the net assets acquired.

On closer  review by the  current  management  and  after  discussions  with the
Company's auditors and other advisors, it has been agreed:-

     a)   that as the  purchase  of  Ogenic  had been  made  through  a  related
          company,  it was not possible to regard the acquisition price as being
          at arms length.
     b)   that as the acquisition of Ogenic was the first acquisition to be made
          by AT (previously a shell company), it was not possible to include any
          amount of goodwill or technology in the consolidated balance sheet.

          Accordingly, the accounts have been amended:-
          i)   to reflect a cost to AT of the investment in Ogenic calculated on
               the nominal value of the shares issued for the  acquisition  i.e.
               $180.

                                       F-6


<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1996


          ii)  so that the goodwill on  consolidation(1)  has been treated as an
               expense in the year of acquisition.

NOTE 7: ACQUISITION OF SUBSIDIARY

On June 28, 1996 the  Company  issued  180,000  shares of its  Regulation  S and
restricted  common  stock to  acquire  100% of the  outstanding  stock of Ogenic
Technologies  Pty Ltd and associated  inter-company  loans. As this is the first
acquisition by the company,  the transaction has been accounted for as a pooling
of interests and Goodwill arising on consolidation has been written off.

NOTE 8: RESEARCH AND DEVELOPMENT

On June 29,  1996,  a Research  and  Development  syndicate  was entered into by
Ogenic with a joint venture party.  Details of the key terms of these agreements
have been provided in previous filings.

In December 1996,  these agreements were unwound as a result of the inability to
complete the transaction  within the specified time period following a change of
policy  by  the  Australian  Government.   After  extensive  lobbying,  Ogenic's
syndication  was  allowed to proceed  subject to  appropriate  approvals  by the
Government..

At the date of this  report,  Ogenic  has  received  approval  from  the  Grants
Committee of the Australian Government for the R & D Syndication proposal and is
currently  awaiting  Tax  Concession  Committee  approval.  If this  approval is
received Ogenic will proceed with a new series of agreements with a new investor
prior to June 30th 1997.

--------
     1    At the date of  acquisition  and following the  capitalization  of the
          subsidiary's  loan to equity,  Ogenic had net  liabilities of $844,832
          Goodwill on consolidation has therefore been calculated as:-

                     Acquisition cost                       $    180
                     Net liabilities acquired                844,832
                     Goodwill arising on acquisition         845,012

                                       F-7


<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                      Nine Months       Nine Months
                                                                         ended              ended
                                                                       9/30/95*            9/30/96
                                                                  -----------------   -----------------

<S>                                                               <C>                 <C>              
Operating Revenue                                                 $       2,073,153   $         387,813
Cost of Sales                                                             1,293,731             279,718
                                                                  -----------------   -----------------

GROSS PROFIT                                                                779,422             108,095
General and Administrative expenses                                       2,334,550           1,730,938
                                                                  -----------------   -----------------
Loss before other items                                                  (1,555,128)         (1,622,843)

Other Items:
   Bad debt - subsidiary and write off investment                          (552,118)            (23,700)
   Loss on disposal of fixed assets                                        (189,051)                  0
   Profit on sale of land and buildings                                           0             102,052
   Decline in value of land and buildings                                  (268,459)                  0
   Performance bond guarantee                                                     0             (22,363)
   Research and design costs                                             (1,262,507)           (191,583)
   Bankruptcy expenses                                                            0            (112,222)
   Debt forgiveness                                                               0             650,042
                                                                  -----------------   -----------------

                                                                         (2,272,135)            402,226
                                                                  -----------------   -----------------

INCOME (LOSS) BEFORE INCOME TAXES                                        (3,827,263)         (1,220,617)
PROVISION FOR INCOME TAXES                                                        0                   0
                                                                  -----------------   -----------------

NET INCOME (LOSS)                                                 $      (3,827,263)  $      (1,220,617)
                                                                  =================   =================

INCOME (LOSS) PER COMMON SHARE
   Net income (loss) per weighted average common share
     outstanding - ordinary                                       $            (.44)  $           (1.30)
                                                                  =================   =================
   Net loss per weighted average common share
     outstanding - other                                          $           (2.10)  $            (.32)
                                                                  =================   =================
   Net income (loss) per weighted average common share
     outstanding                                                  $           (3.54)  $            (.98)
                                                                  =================   =================
Weighted average number of common shares outstanding                      1,080,000           1,242,547
                                                                  =================   =================
</TABLE>


     *    These  figures are based on best efforts of  management.  Ogenics year
          end is June. The 9/30/95 figures include 6/30/95 audit adjustments.

                                       F-8