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              March 31, 1997
                                       ----------------------------

                                       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 Identification
         or organization)                                     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 March 31, 1997
--------------------------------           ----------------------------------
    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, 1996 and
     March 31, 1997                                                        F-1

Consolidated Statements of Operations for the quarter ending
     March 31, 1997                                                        F-2

Consolidated Statement of Shareholders' Equity for the period
     from August 9, 1990 to March 31, 1997                                 F-3

Consolidated Statements of Cash Flows for the quarter ending
     March 31, 1997                                                        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

The  operating  revenue for the quarter to March 31 was  $156,552  which after a
cost of sales of  $76,268,  resulted in a gross  profit of $80,284.  General and
administrative  expenses  totalled  $390,499 and included $169,383 for wages and
salaries of which $28,638 related to  remuneration  paid to the Directors of the
company or its subsidiary. Other major items of expenditure were finance charges
of $35,284,  professional fees of $50,767,  sales and marketing costs of $23,412
and premises and insurance costs of $29,108.

Since the end of the financial year to December 31, 1996, the Company has sought
to consolidate  its position in the Australian and Asian market place.  Although
operating  revenue  declined  marginally in the quarter,  customer  orders worth
$300,000 had been received by March 31. In the month of April,  orders totalling
$235,000 were received and verbal  confirmation has been received in regard to a
further order totalling $340,000.  These sales and orders represent a mixture of
both  analogue and software  sales and are expected to be completed by August 31
1997. There remains prospects for further substantial orders.



                                        2


<PAGE>

At the same time,  the Research and  Development  program has continued with its
main objective  being the completion of the Virtuoso  product which is the first
phase of the VIRS project.  At the date of this report,  Virtuoso  Version 1 has
been released and is being installed in two major Asian Government  broadcasting
facilities.

Management  has  concentrated  its  efforts  on  locating  funding  for  the R&D
development  work.  During the quarter,  short term loan funds of $300,000  were
secured and applied against outstanding creditors and operating expenses.

The  Company  is  still  awaiting  a final  determination  from  the  Australian
Government  in regard to the  proposed  R&D  Syndication  program/grant  and the
Directors are confident that, as expected, one of these will be in place by June
30, 1997.

At the same time, the  Information  Memorandum  prepared for the purposes of the
second structured R&D program  (involving the raising of $6.7 million to be used
for the development and commercialisation of 3 new ranges of software products),
has been  completed  and the Company's  principal  agent Main Camp has commenced
marketing.  Again,  the Directors  are confident  that the program will be fully
subscribed by June 30, 1997.


Liquidity and Capital Resources

Short term funding  shortfalls are currently being funded by loans.  The Company
is currently  negotiating  with  interested  parties for an  additional  working
capital  loan of  $500,000  which  will fund  operating  expenses  until the R&D
funding is finalised.

Current assets include $750,000 relating to prepaid expenses associated with one
of these R&D programs.


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 March 31, 1997 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 March 31, 1997                              F-1
     Financial Data Schedule

(b)  Reports on Form 8-K.

     None.





                                        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/ Alan James Gallagher
       Alan James Gallagher, President (Acting)

Dated :           9  May 1997
          -------------------





                                        5


<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS                                                                                 3/31/97              12/31/96
                                                                                     (Unaudited)            (Audited)
                                                                                  -----------------     -----------------
CURRENT ASSETS
<S>                                                                               <C>                   <C>              
     Cash                                                                         $          24,887     $          18,054
     Accounts receivable                                                                     22,090               181,341
     Inventories                                                                            160,573               187,062
     Prepaid expenses                                                                       773,404               759,051
                                                                                  -----------------     -----------------

TOTAL CURRENT ASSETS                                                                        980,954             1,145,508

PROPERTY, PLANT, AND EQUIPMENT
     Equipment                                                                              407,471               425,003
     Accumulated depreciation and amortization                                             (303,295)             (309,661)
                                                                                  -----------------     ------------------

NET PROPERTY, PLANT AND EQUIPMENT                                                           104,176               115,342

OTHER ASSETS
     Joint Venture Investment                                                                11,850                     -
                                                                                  -----------------     -----------------
                                                                                             11,850                     -
                                                                                  -----------------     -----------------

                                                                                  $       1,096,980     $       1,260,850
                                                                                  =================     =================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                             $         156,613     $         155,256
     Accrued expenses                                                                       211,416               324,287
     Loans                                                                                  301,726                66,562
     Accrued Employee Benefits                                                               39,849                27,216
                                                                                  -----------------     -----------------

TOTAL CURRENT LIABILITIES                                                                   709,604               573,321

NON-CURRENT LIABILITIES
     Loans - related parties                                                                598,609               500,321
                                                                                  -----------------     -----------------

TOTAL LIABILITIES                                                                 $       1,308,213     $       1,073,642
                                                                                  =================     =================

SHAREHOLDERS' EQUITY Common stock par value $.001:
         25,000,000 shares authorized; 2,148,000 shares issued                                2,148                 2,148
     Additional paid-in capital                                                           2,830,112             2,830,112
     (Deficit) accumulated during development stage                                      (3,043,493)           (2,645,052)
                                                                                  ------------------    ------------------

TOTAL SHAREHOLDERS' EQUITY                                                                 (211,233)              187,208
                                                                                  ------------------    -----------------

                                                                                  $       1,096,980     $       1,260,850
                                                                                  =================     =================
</TABLE>


                                       F-1


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

<TABLE>
<CAPTION>
                                                                                                       5/3/88
                                                                 Three Months Ended                   (Date of
                                                                      March 31,                     inception) to
                                                              1997                1996                 3/31/97
                                                       ------------------  ------------------  ----------------------
<S>                                                    <C>                 <C>                 <C>                   
Operating revenue                                      $          156,552  $                0  $              616,435
Cost of sales                                                     (76,268)                  0                (434,386)
                                                       ------------------  ------------------  ----------------------

                                         GROSS PROFIT              80,284                   0                 182,049

General and administrative expenses                              (390,499)                  0              (2,247,817)
                                                       ------------------  ------------------  ----------------------
Loss before other items                                          (310,215)                  0              (2,065,768)
                                                       ------------------  ------------------  ----------------------

Other Items:
       Expenses of Voluntary Administration                             0                   0                 (13,284)
       Profit on sale of land and building                              0                   0                  88,036
       Goodwill on acquisition of Subsidiary
         written off                                                    0                   0                (845,012)
       Research and Development costs                             (88,226)                  0                (278,152)
       Performance bond guarantee                                       0                   0                 (22,363)
       Debt forgiveness                                                 0                   0                  60,790
                                                       ------------------  ------------------  ----------------------
                                                                  (88,226)                  0              (1,009,985)
                                INCOME (LOSS) BEFORE
                                         INCOME TAXES            (398,441)                  0              (3,075,753)

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

NET INCOME (LOSS)                                      $         (398,441) $                0  $           (3,075,753)
                                                       ==================  ==================  =======================

Net income (loss) per weighted
       average common share outstanding                $            (0.19) $              .00  $                (2.79)
                                                       ==================  ==================  =======================

Weighted average number of
         common shares outstanding                              2,148,000          1,000,786                1,104,186
                                                       ==================  =================   ======================
</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 March 31, 1997
                                   (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 to 12/31/96                                                                             (2,644,052)
                                                     -------------   -------------   ------------       ---------------

Balances at 12/31/96                                     2,148,000   $       2,148   $  2,830,112       $   (2,645,052)
Net loss for the period to 3/31/97                                                                            (398,441)
                                                     -------------   -------------   ------------       ---------------

Balances at 3/31/97                                      2,148,000           2,148      2,830,112           (3,043,493)
                                                     =============   =============   ============       ===============
</TABLE>


                                       F-3


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

<TABLE>
<CAPTION>
                                                                                                                  5/3/88
                                                                              Three Months Ended                 (Date of
                                                                                   March 31,                   inception) to
                                                                           1997                1996               3/31/97
                                                                     -----------------  ------------------  -----------------
OPERATING ACTIVITIES
<S>                                                                  <C>                <C>                 <C>                
   Net loss                                                          $        (398,441) $                0  $       (3,043,493)
   Adjustments to reconcile net (loss) to net cash required
     by operating activities:
       Net book value of assets sold                                                 0                   0             625,761
       Depreciation                                                             11,166                   0              43,403
       Goodwill written off                                                          0                   0             845,012
       Accrued Employee Benefits                                                     0                   0              12,617
   Changes in assets and liabilities:
       Accounts receivable                                                     158,421                   0             (43,618)
       Inventories                                                              26,489                   0             154,039
       Prepaid expense                                                         (14,371)                  0            (772,747)
       Accounts payable                                                       (146,603)                  0              (5,863)
       Accrued expenses                                                         48,886                   0              63,588
                                                                     -----------------  ------------------  ------------------
                                                                                83,988                   0             922,192
                                                                     -----------------  ------------------  ------------------
                                             NET CASH REQUIRED BY
                                              OPERATING ACTIVITIES            (314,453)                  0          (2,121,301)

INVESTING ACTIVITIES
   Cash acquired from subsidiaries                                                   0                   0             147,939
   Investment in joint venture                                                 (11,850)                  0             (11,850)
   Purchase of Fixed Assets                                                          0                   0             (18,752)
                                                                     -----------------  ------------------  -------------------
                                      NET CASH PROVIDED (REQUIRED)
                                           BY INVESTING ACTIVITIES             (11,850)                  0             117,337

FINANCING ACTIVITIES
   Loan Repayments - Bank                                                            0                   0            (657,307)
   Stock sold                                                                        0                   0           2,832,260
   Loans - related parties                                                      99,789                   0             600,100
   Loan repayments - other                                                     (68,369)                  0                   0
   Loans - other                                                               301,726                   0             301,726
   Loan repayments - related parties                                                 0                   0          (1,047,928)
                                                                     -----------------  ------------------  ------------------
                                     NET CASH PROVIDED (REQUIRED)
                                           BY FINANCING ACTIVITIES             333,136                   0           2,028,851
                                                                     -----------------  ------------------  ------------------

NET INCREASE IN CASH                                                             6,833                   0              24,887
CASH AT BEGINNING OF PERIOD                                                     18,054                   0                   0
                                                                     -----------------  ------------------  ------------------

CASH AT END OF PERIOD                                                $          24,887  $                0  $           24,887
                                                                     =================  ==================  ==================
</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 inter-company  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. Since December 31 1996, the Company
has not issued any further shares.

On March 10, 1997 the Company  entered into a promissory  agreement in regard to
loan funds advanced of $300,000. In addition to interest at 10% per annum on the
amount  outstanding,  the Company entered into a stock option agreement with the
lender for 120,000 shares at a price of $2.50 per share exerciseable until March
7, 2002.



                                       F-4


<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1997


NOTE 1:           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The consolidated  financial statements as of March 31, 1997 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  inter-company 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 March 31, 1997 a deferred tax asset has not been recorded.  This
is in  accordance  with  the  policy  of  Directors  set  out in  the  financial
statements to December 31 1996.

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.



                                       F-5


<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1997

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.

NOTE 3:           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 three months ended March 31, 1997 are not necessarily  indicative of the
results that can be expected for the year ending December 31, 1997.

NOTE 4:           RELATED PARTY TRANSACTIONS

The Company's  subsidiary Ogenic Technologies Pty Ltd, leases property in Perth,
Western  Australia and the Company utilises office space in New York and Sydney,
Australia when necessary.

Included  under  non-current  liabilities  are loans  totalling  $598,609 due to
companies  associated  with the Main Camp Group  which is a  shareholder  in the
Company. Mr. Len McDowall and Mr. Alan Gallagher are Directors of one or more of
these  companies.  One of these loans ($121,391) bears interest at 12%. No terms
in regard to interest have been agreed in relation to the other loans.

NOTE 5:           RESEARCH AND DEVELOPMENT

On June 29,  1996,  a Research  and  Development  syndicate  was entered into by
Ogenic  with a joint  venture  party for  funding  over a 2 year  period of $1.7
million.  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 30 1997.


                                       F-6


<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1997


In  addition  and as  noted  in  the  December  31  accounts,  proposals  for an
additional structured Research and Development Program involving funding of $6.7
million,  are well  advanced.  The program is expected to be in place before the
end of the June quarter.

NOTE 7:           INTANGIBLE ASSETS

As noted in the  financial  statements to December 31, no account has been taken
of the  intangible  or contingent  assets to which the Company has title.  These
include the Company's  existing  analogue product range, the released version of
Virtuoso,  general  technological  and market  knowledge  in regard to the radio
broadcasting industry and the income tax benefit that may arise once the Company
has secured its Research and Development funding programs.



                                       F-7


<PAGE>
                   ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                                       Three months       Three Months
                                                                                           ended              ended
                                                                                          3/31/97             3/31/96
                                                                                    ------------------  ------------------
<S>                                                                                 <C>                 <C>              
Operating Revenue                                                                   $         156,552   $          82,949
Cost of Sales                                                                                 (76,268)            (71,933)
                                                                                    ------------------  ------------------

GROSS PROFIT                                                                                   80,284              11,016
General and Administrative expenses                                                          (391,703)            (94,009)
                                                                                    ------------------  ------------------
Loss before other items                                                                      (311,419)            (82,993)

Other Items:
   Research and Design costs                                                                  (88,226)            (57,944)
   Bankruptcy expenses                                                                              0             (49,261)
   Exchange gain                                                                                1,204                   0
                                                                                    -----------------   -----------------
                                                                                              (87,022)           (107,205)
                                                                                    -----------------   ------------------

INCOME (LOSS) BEFORE INCOME TAXES                                                            (398,441)           (190,198)
PROVISION FOR INCOME TAXES                                                                          0                   0
                                                                                    -----------------   -----------------

NET INCOME (LOSS)                                                                   $        (398,441)  $        (190,198)
                                                                                    =================   =================

INCOME (LOSS) PER COMMON SHARE
Net income (loss) per weighted average common share
   outstanding                                                                      $           (0.19)  $           (0.19)
                                                                                    ==================  =================

Weighted average number of common shares outstanding                                        2,148,000           1,000,786
                                                                                    =================   =================
</TABLE>




                                       F-8