UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM 10-Q


[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         (IRS Employer Identification Number)
 incorporation or organization)

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


                                        1

<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

During the quarter ended June 30, 1996,  the Company  acquired all of the issued
and outstanding  capital of Ogenic Technologies Pty Limited, an Australian based
operating  company.  Ogenic was acquired towards the end of June,  following the
completion of a creditor protection administration, the Australian equivalent of
a Chapter  XI  reorganization,  controlled  by  accountants  Ernst & Young.  The
reorganization  was funded and promoted by  Chancellor  Group,  Inc.  with First
Sydney Capital Limited.

The necessity to seek creditor  protection was not caused by any weakness in the
underlying  operations of the business,  but through  personal  embezzlement  by
former  directors  of the  Company.  Ogenic was  awarded  judgement  against the
directors in all 10 pleas sought. No benefit for Ogenic arising from the actions
has yet been brought to account.

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. Results for the nine
months ended  September 30, 1996 also reflect  certain  one-off  transactions in
connection with the establishment of a Research & Development  syndication which
would not be expected to recur.

Ogenic  entered  into a tax based  Research &  Development  program in June 1996
funded by tax effective  investments  under an Australian  government  sponsored
initiative.  The  program,  to develop a suite of products  known as the Virtual
Interactive  Radio  Station,  has been thrown into some  confusion,  following a
change of policy by the Australian government.

The  full  and  timely  development  of the VIRS  suite  is  dependent  upon the
provision of R&D funding.  Given the doubt over the June 1996  program,  and the
fact that investment funds paid under the

                                        2

<PAGE>



program  are  still  held in  escrow,  the  asset  being  funds on  deposit  and
receivables and offsetting liabilities being Deferred income have been reversed.

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 March quarter 1997.

The Company has also issued shares in  connection  with the  establishment  of a
second R&D program which will be in place by the end of the June quarter 1997.

In the absence of the  anticipated  R&D  funding,  the Company has  nevertheless
completed the development of the first component of the VIRS suite. Known as the
Virtuoso,  this digital  radio station will be released in December 1996 and has
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 $1,635,000,  the main item of which is prepaid expenses
that will be charged to expense in 1997.  The prepaid items include  advertising
and 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 scheme 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


                                        3

<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.



                                        4

<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/ Neil Alan Green
       Neil Alan Green, President

Dated:            November 19, 1996



                                        5

<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                                                                     1,173,206                     0
                                                                                  -----------------     -----------------
                                                          TOTAL CURRENT ASSETS            1,634,608                     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                                                                  3,406,078                     0
                                                                                  -----------------     -----------------
                                                                                          3,406,078                     0
                                                                                  -----------------     -----------------

                                                                                  $       5,173,756     $               0
                                                                                  =================     =================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                             $         126,636     $               0
     Accrued expenses                                                                       311,340                     0
                                                                                  -----------------     -----------------
                                                     TOTAL CURRENT LIABILITIES              437,976                     0

LONG-TERM LIABILITIES                                                                             0                     0
                                                                                  -----------------     -----------------
                                                             TOTAL LIABILITIES              437,976                     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                                                           5,850,079                     0
     (Deficit) accumulated during development stage                                      (1,116,447)               (1,000)
                                                                                  -----------------     -----------------

                                                    TOTAL SHAREHOLDERS' EQUITY            4,735,780                     0
                                                                                  -----------------     -----------------

                                                                                  $       5,173,756     $               0
                                                                                  =================     =================

</TABLE>

See Selected Notes to Consolidated Financial Statements.


                                       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                  761,072              0      1,221,072               0      1,222,072
                                               -------------  -------------  -------------   -------------  -------------
Loss before other items                             (649,448)             0     (1,109,448)              0     (1,110,448)
                                               -------------  -------------  -------------   -------------  -------------

Other Items:
     Profit on sale of land and building             102,052              0        102,052               0        102,052
     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         (5,999)              0         (5,999)

INCOME (LOSS) BEFORE
     INCOME TAXES                                   (655,447)             0     (1,115,447)              0     (1,116,447)

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

                         NET INCOME (LOSS)     $    (655,447) $           0  $  (1,115,447)  $           0  $  (1,116,447)
                                               =============  =============  =============   =============  =============

INCOME (LOSS) PER COMMON SHARE
     Net income (loss)  per weighted
       average common share
       outstanding - ordinary                  $        (.45) $         .00  $        (.95)  $         .00

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

     Net income (loss) per weighted
       average common share outstanding        $        (.46) $         .00  $        (.96)  $         .00
                                               =============  =============  =============   =============

     Weighted average number of
       common shares outstanding                   1,437,804      1,000,000      1,162,547       1,000,000
                                               =============  =============  =============   =============

</TABLE>
See Selected Notes to Consolidated Financial Statements.


                                       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 (Regulation S) at
       $42.58 per share to acquire subsidiary at
       6/28/96 (Value based on assets received)             80,000              80           (400,343)
     Issuance of common stock (restricted) at
       $30.20 per share to retire subsidiary's
       debt at 6/28/96                                     100,000             100          3,020,389
     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            539,731
     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
       $5.00 per share for prepaid expenses                230,000             230          1,149,770

Net loss for period                                                                                            (1,115,447)
                                                     -------------   -------------  -----------------   -----------------
Balances at 9/30/96                                      2,148,000   $       2,148  $       5,850,079   $      (1,116,447)
                                                     =============   =============  =================   =================

</TABLE>

See Selected Notes to Consolidated Financial Statements.


                                       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                                  $    (655,447) $           0  $  (1,115,447)  $           0  $  (1,116,447)
     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                                 14,467              0         14,467               0         14,467
         Stock issued for expenses                         0              0        460,000               0        460,000
     Changes in assets and liabilities:
         Accounts receivable                         (81,841)             0        (81,841)              0        (81,841)
         Inventories                                 (28,966)             0        (28,966)              0        (28,966)
         Prepaid expense                             (23,206)             0       ((23,206)              0        (23,206)
         Accounts payable                            124,872              0        124,872               0        124,872
         Accrued expenses                             39,500              0         39,500               0         39,500
                                               -------------  -------------  -------------   -------------  -------------
                                                     650,404              0      1,110,404               0      1,110,404
                                               -------------  -------------  -------------   -------------  -------------
                      NET CASH REQUIRED BY
                      OPERATING ACTIVITIES            (5,043)             0         (5,043)              0         (6,043)

CASH FLOWS FROM INVESTING
   ACTIVITIES
     Cash acquired from subsidiaries                       0              0        104,353               0        104,353
                                               -------------  -------------  -------------   -------------  -------------
                      NET CASH PROVIDED BY
                      INVESTING ACTIVITIES                 0              0        104,353               0        104,353

CASH FLOWS FROM FINANCING
   ACTIVITIES
     Stock sold                                            0              0        100,000               0        101,000
     Loans - related parties                         572,208              0        572,208               0        572,208
     Loan repayments                                (748,157)             0       (748,157)              0       (748,157)
                                               -------------  -------------  -------------   -------------  -------------
              NET CASH PROVIDED (REQUIRED)
                   BY FINANCING ACTIVITIES          (175,949)             0        (75,949)              0        (74,949)
                                               -------------  -------------  -------------   -------------  -------------
                   NET INCREASE (DECREASE)
                                   IN CASH          (180,992)             0         23,361               0         23,361

CASH AT BEGINNING OF PERIOD                          204,353              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 80,000 shares of
     Regulation  S common  stock to  acquire  a  subsidiary  with net  assets of
     $2,620,226 at market value.  The Company also issued  100,000 shares of its
     restricted  common  stock to  retire a debt owed by its  subsidiary  in the
     amount of  $3,020,489.  During the period ended  September  30,  1996,  the
     Company  issued  270,000  shares  of  restricted  stock to  retire  debt of
     $540,000,  230,000  shares of  restricted  stock for  prepaid  expenses  of
     $1,150,000  and  218,000  shares of  Regulation  S stock to retire  debt of
     $981,000.



See Selected Notes to Consolidated Financial Statements.


                                       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
                                   (CONTINUED)
                               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 has  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

The Company has recorded an asset in the amount of $3,406,078 in connection with
the acquisition of Ogenic  Technologies Pty Ltd.  Management  believes the value
represents a fair value for the technology and is less than the future amount of
revenue  which is expected to be received from the sales of the  technology  and
products  developed by the technology.  Management  believes the technology will
benefit future periods and is properly capitalized.

NOTE 7:           ACQUISITION OF SUBSIDIARY

On June 28, 1996 the Company  issued  80,000  shares of its  Regulation S common
stock to acquire 100% of the outstanding stock of Ogenic  Technologies Pty Ltd.,
in a transaction accounted for under the purchase method of accounting.

NOTE 8:           RESEARCH AND DEVELOPMENT

On June 29,  1996,  a Research  and  Development  syndicate  was entered into by
Ogenic with a joint  venture  whose  participants  are  Elderberry  Holdings Pty
Limited (90%) and CGI Syndicated Investments Pty Limited (10%).




                                       F-6

<PAGE>


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



NOTE 8:           RESEARCH AND DEVELOPMENT (continued)

The Joint  Venture  purchased  a Head  License  of the core  technology  for the
Virtual Interactive Radio Station for an amount of $3,150,915 and entered into a
research agreement for a contract sum of $1,734,840 over two (2) years.

Pending the satisfaction of certain conditions  subsequent,  the contract sum is
to be paid in advance in strict accordance with the scheduled  timetable for the
research program unless otherwise agreed by the parties.

Ogenic is required to provide security to Elderberry  Holdings Pty Ltd by way of
a deposit  account  with  First  Sydney  Securities  or  alternative  acceptable
security.

Ogenic has also entered into a put option agreement which gives the shareholders
of Elderberry Holdings Pty Ltd the right to put their shares back to Ogenic at a
price of $5,890,500 at the end of seven (7) years.

A marketing agreement has been entered into between Ogenic and the joint venture
giving Ogenic an exclusive first right to negotiate a license for the commercial
exploitation of new technology upon its successful  development  subject only to
the negotiation of a royalty rate.

At the end of the  commercialization  period (7 years),  the joint  venture will
decide whether to extend its participation and Elderberry  Holdings Pty Ltd will
determine whether to exercise its put option. Subsequent to the put option being
exercised,  Ogenic will subscribe for ordinary shares in Elderberry Holdings Pty
Ltd and the proceeds from the  subscription  will be applied to the repayment of
Elderberry's outstanding syndicate loan.

The  agreement  provides  for  certain  events to trigger an exercise of the Put
Option at dates other than the end of the commercialization period or at a price
other than  specified in the Put Option.  These include the payment of royalties
under the Marketing Agreement, events of default and the cancellation of the R &
D program.

As at the date of these  accounts,  the  future of the  syndicate  is  uncertain
following  retrospective changes made by the Australian  government.  Because of
these  uncertainties the impact of the R&D scheme,  both assets and liabilities,
has been removed from the balance sheet as it could be misleading. The funds are
still held in escrow pending resolution of Australian government legislation.

There  are two  likely  alternatives.  The  first  is that the  program  will be
reinstated,  following which the balance sheet will be adjusted. The second, and
most likely, is that the government will provide  substitute funding in the form
of a direct grant under its START  scheme.  A decision is not expected to impact
on the balance sheet before the March Quarter 1997.




                                       F-7

<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                                           Nine            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                                                         $           (1.44)  $           (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.