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              June 30, 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 
         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 June 30, 1997
-----------------------------            -------------------------------------
    CLASS A COMMON STOCK                            2,303,520 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
     June 30, 1997                                                    F-1

Consolidated Statements of Operations for the quarter ending
     June 30, 1997                                                    F-2

Consolidated Statement of Shareholders' Equity for the period
     from August 9, 1990 to June 30, 1997                             F-3

Consolidated Statements of Cash Flows for the quarter ending
     June 30, 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

Management Update
The  corporate  strategy of  Associated  Technologies  is to acquire  technology
companies with strong existing management, growth potential and technology which
can be utilised in numerous market places.  The first of these  acquisitions was
Ogenic Technologies Pty Ltd ("Ogenic"). Further acquisitions are currently under
consideration.

Ogenic has undergone  considerable  refocusing  over the past 12 months.  It has
progressed  from a company solely focused on the design and manufacture of radio
broadcasting  equipment and software to an  organisation  which  outsources  the
majority  of its  manufacturing  and one  where  over 50% of its  employees  are
involved with the development of software products for the automated play-out of
music and audio entertainment.

The first of the new  generation  of  software  products is  Virtuoso,  an audio
digital storage and play-out  software  package which operates on PC's connected
to a Local  Area  Network  or a Wide  Area  Network  and  enables  the  complete
automation  of the  play-out  needs for radio  broadcasters.  Virtuoso  has been
delivered


                                        2


<PAGE>



to Radio  Singapore  International  and Radio  Television  Hong Kong who are the
national broadcasters of Singapore and Hong Kong.

The company has received  $1.85  million for the  development  of the first of a
number of products which are based on Virtuoso for use in the broader commercial
entertainment  industry. The first of these products is due for early release in
December.  As further  products are  developed  for release to other  commercial
areas where automated  play-out of music is required,  the company will consider
the  development  of an  automated  play-out  system  for use in  domestic  home
entertainment environments.

The company has received  approval from the Australian  Government for a further
$1.5 million funding program utilizing the company's tax losses. This program is
to  develop  the  Virtual  Interactive  Radio  Station  ("VIRS")  a total  audio
broadcasting  software solution capable of automating program selection,  advert
and traffic  insertion  and  accounts  and billing  information.  The  Directors
consider  that  this  automated  play-out  system  and  accounting  package  has
excellent sales potential both in the company's  traditional radio  broadcasting
market  and  commercial  entertainment  environments,   especially  those  where
advertising may be used to generate income.

Throughout these  development  programs the company continues to generate income
from its traditional  broadcasting market place. The results for the 6 months to
June 30, 1997 reflect an increase in manufacturing activity,  mostly outsourced,
from orders  received from Australia and Asia.  These orders are the result of a
steady increase of sales and marketing activity.

Results of Operations

The group's  trading  subsidiary  was  acquired in June 1996.  Accordingly,  the
comparative 1996 figures at F-2 reflect initial  administrative  and acquisition
costs only. Please see page F-11 for comparative trading results.

In an industry  where long lead times between  initial  contact and placement of
orders can be expected, the level of sales and marketing expenditure in the past
12 months has been modest and  insufficient  to immediately  kick start sales of
Ogenic's  traditional  products.  Sales  prospects  are however,  starting to be
translated into orders and revenue with healthy gross profit margins of 50%.

The  operating  revenue for the  quarter to June 30,  1997 was  $439,451 (a 280%
improvement  on the previous  quarter)  which after a cost of sales of $219,433,
resulted in a gross  profit of  $220,018.  General and  administrative  expenses
totalled  $409,674 and included $270,615 for wages and salaries of which $27,731
related to remuneration  paid to the Directors of the company or its subsidiary.
Other major items of expenditure  were finance charges of $43,433,  professional
fees of $29,021, sales and marketing costs of $22,795 and premises and insurance
costs of $25,015.

Since March 31 1997,  the Group has received  orders  totalling  $2.45  million.
Included in these orders, is the sub-research  contract referred to above with a
gross value of $1.85  million for  research and  development  to be completed by
June 30,  1998.  Under the contract  with the  principal  researcher,  the Group
retains the intellectual  property rights from the research and development work
but is  obliged  to make a  royalty  payment  of 10% on all  sales of  developed
products.


                                        3


<PAGE>



Further  contracts are anticipated  from  structured R&D programs  involving the
raising of  between  $1.5  million  and $4.5  million  for the  development  and
commercialisation of new software products.  The Directors remain confident that
these programs will be completed in the first half of 1998.

Liquidity and Capital Resources

The  Company's  cash  liquidity  greatly  improved  during the quarter  with the
receipt of $1.85 million as an advance payment on account of contracted research
and  development   work  and  other  deposits   received  on  account  of  radio
broadcasting contracts.

Current assets include  $750,000  relating to prepaid  expenses  associated with
proposed R&D structured  funding  programs with a total value of $6.7 million of
which $1.85 million had been received at June 30 1997. $312,500 will be expensed
in the  period  to June 30,  1998  whilst  the  remainder  is  dependent  on the
successful completion of additional contracts.

Loans from related parties totalling $502,248, were converted to equity as shown
on page F-3 at prices which reflect the risk profiles  attributable to each loan
and the economic impact of the loans on the corporations activities.

During the  quarter,  a further  short term loan of  $300,000  was  secured  and
applied against outstanding creditors and operating expenses.

Impact of Inflation

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

Foreign Currency Exposure

Income from Ogenic  Technologies  Pty Ltd  ("Ogenic"),  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 June 30,  1997 was:  US$1.00 = A$1.35  (December  31 1996
A$1.27)



                                        4


<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 June 30, 1997                 F-1
     Financial Data Schedule

(b) Reports on Form 8-K.

     None.





                                        5


<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 :       19 August 1997





                                                            6


<PAGE>



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

ASSETS                                                                                 6/30/97                  12/31/96
                                                                                     (Unaudited)             (Audited)
                                                                                  -----------------     -----------------
CURRENT ASSETS
<S>                                                                               <C>                   <C>              
     Cash                                                                         $           5,733     $          18,054
     Funds on deposit                                                                     1,850,000                     0
     Accounts receivable                                                                    264,726               181,341
     Inventories                                                                            296,834               187,062
     Prepaid expenses                                                                       842,382               759,051
                                                                                  -----------------     -----------------

TOTAL CURRENT ASSETS                                                                      3,259,675             1,145,508

PROPERTY, PLANT, AND EQUIPMENT
     Equipment                                                                              376,220               425,003
     Accumulated depreciation and amortization                                             (299,884)             (309,661)
                                                                                  ------------------    ------------------

NET PROPERTY, PLANT AND EQUIPMENT                                                            76,336               115,342

OTHER ASSETS
     Joint Venture Investment                                                                11,100                     -
                                                                                  -----------------     -----------------
                                                                                             11,100                     -
                                                                                  -----------------     -----------------

                                                                                  $       3,347,111     $       1,260,850
                                                                                  =================     =================

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
     Accounts payable                                                             $         413,431     $         155,256
     Accrued expenses                                                                       279,917               324,287
     Income in Advance                                                                    1,850,000                     0
     Loans (secured)                                                                        609,226                66,562
     Accrued Employee Benefits                                                               54,113                27,216
                                                                                  -----------------     -----------------

TOTAL CURRENT LIABILITIES                                                                 3,206,687               573,321

NON-CURRENT LIABILITIES
     Loans - related parties (unsecured)                                                    119,832               500,321
                                                                                  -----------------     -----------------

TOTAL LIABILITIES                                                                         3,326,519             1,073,642

SHAREHOLDERS' EQUITY 
     Common stock par value $.001:
         25,000,000 shares authorized; 2,303,520 shares issued
         (2,148,000 in 1996)                                                                  2,304                 2,148
     Additional paid-in capital                                                           3,332,204             2,830,112
     Foreign exchange reserve                                                                84,142                     0
     (Deficit) accumulated during development stage                                      (3,398,058)           (2,645,052)
                                                                                  ------------------    ------------------

TOTAL SHAREHOLDERS' EQUITY                                                                   20,592               187,208
                                                                                  -----------------     -----------------

                                                                                  $       3,347,111     $       1,260,850
                                                                                  =================     =================
</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               Six Months Ended            of inception)
                                                6/30/97        6/30/96          6/30/97         6/30/96         to 6/30/97
                                            --------------- -------------  ---------------  --------------  -------------------
<S>                                         <C>             <C>            <C>              <C>             <C>               
Operating revenue                           $      439,451  $           0  $      596,003   $            0  $        1,055,886
Cost of sales                                     (219,433)             0        (295,701)               0            (653,819)
                                            --------------- -------------  ---------------  --------------  -------------------

GROSS PROFIT                                       220,018              0         300,302                0             402,067

General and administrative expenses               (409,674)      (460,000)       (800,173)        (460,000)         (2,586,804)
                                            --------------- -------------- ---------------  --------------- -------------------
Loss before other items                           (189,656)      (460,000)       (499,871)        (460,000)         (2,184,737)
                                            ---------------      --------- --------------   --------------- ------------------

Other Items:
     Expenses of Voluntary Administration                0              0               0                0             (13,284)
     Profit on sale of fixed assets                  1,148              0           1,148                0              89,184
     Goodwill on acquisition of Subsidiary
       written off                                       0              0               0                0            (845,012)
     Exchange loss on capitalisation of
        subsidiary's loan                          (92,068)             0         (92,068)               0             (92,068)
     Research and Development costs                (73,989)             0        (162,215)               0            (352,141)
                                            --------------- -------------  ---------------  --------------  -------------------
                                                  (164,909)             0        (253,135)               0          (1,213,321)

INCOME (LOSS) BEFORE INCOME
TAXES                                             (354,565)      (460,000)       (753,006)        (460,000)         (3,398,058)

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

NET INCOME (LOSS)                           $     (354,565) $    (460,000) $     (753,006)  $     (460,000) $       (3,398,058)
                                            =============== ============== ==============   =============== ===================


Net income (loss) per weighted
     average common share outstanding       $        (0.16) $       (0.45) $        (0.35)  $        (0.45) $            (2.86)
                                            ==============  ============== ==============   =============== ===================

Weighted average number of
     common shares outstanding                   2,149,730      1,029,011       2,148,860        1,022,838           1,184,759
                                            ==============  =============  ==============   ==============  ==================
</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 June 30, 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 for prepaid expenses at
       9/30/96                                              80,000              80              -
     Issuance of common stock (restricted) at
       $5.00 per share for prepaid expenses                150,000             150        749,850
       at 9/30/96
     Net loss for the year to 12/31/96                                                                      (2,644,052)
                                                     -------------   -------------   ------------       ---------------
Balances at 12/31/96                                     2,148,000           2,148      2,830,112           (2,645,052)
     Issuance of common stock (Reg S) at $4 per
       share to retire debt at 6/30/97                      95,605              96        382,322                    0
     Issuance of common stock (Reg S) at $2 per
       share to retire debt at 6/30/97                      59,915              60        119,770                    0
     Net loss for the period to 6/30/97                          0               0              0             (753,006)
                                                     -------------   -------------   ------------       ---------------

Balances at 6/30/97                                  $   2,303,520   $       2,304   $  3,332,204       $   (3,398,058)
                                                     =============   =============   ============       ===============
</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
                                                                                 Six Months Ended           of inception)
                                                                                6/30/97      6/30/96           to 6/30/97
                                                                           ------------   ------------    --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                        <C>            <C>             <C>            
     Net loss                                                              $   (753,006)  $   (460,000)   $   (3,398,058)
     Adjustments to reconcile net (loss) to net
       cash required by operating activities:
         (Profit)/Loss on sale of non current assets                                142              0           (87,894)
         Stock issued for expenses                                                    0        460,000                 0
         Depreciation                                                            32,778              0            65,015
         Goodwill written off                                                         0              0           845,012
         Accrued Employee Benefits                                               29,588              0            42,205

     Changes in assets and liabilities:
         Accounts receivable                                                    (98,046)             0          (300,085)
         Inventories                                                           (125,721)             0             1,829
         Prepaid expense                                                       (112,095)             0          (870,471)
         Accounts payable                                                       172,888              0           313,628
         Accrued expenses                                                        78,578              0            93,280
                                                                           ------------   ------------    --------------
                                                                                (21,888)       460,000           102,519
                                                                           -------------  ------------    --------------
NET CASH REQUIRED BY
   OPERATING ACTIVITIES                                                        (774,894)             0        (3,295,539)

CASH FLOWS FROM INVESTING ACTIVITIES
     Proceeds from sale of non current assets                                         0              0           713,797
     Cash acquired from subsidiaries                                                  0        104,353           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)       104,353           831,134
                                                                           -------------  ------------    --------------

CASH FLOWS FROM FINANCING
   ACTIVITIES
     Loan Repayments - Bank                                                           0              0          (657,307)
     Stock sold                                                                 502,248        100,000         3,334,508
     Loans - related parties                                                    219,621              0           719,942
     Loan repayments - other                                                    (68,369)             0                 0
     Loans - other                                                              612,833              0           612,833
     Loan repayments - related parties                                         (596,379)             0        (1,644,307)
                                                                           -------------  ------------    --------------
NET CASH PROVIDED (REQUIRED)
   BY FINANCING ACTIVITIES                                                      669,954        100,000         2,365,669
                                                                           ------------   ------------    --------------

NET INCREASE IN CASH                                                           (116,790)       204,353           (98,736)
   Foreign exchange translation adjustment                                      104,469              0           104,469
                                                                           ------------   ------------    --------------
                                                                                (12,321)       204,353             5,733

CASH AT BEGINNING OF PERIOD                                                      18,054              0                 0
                                                                           ------------   ------------    --------------

CASH AT END OF PERIOD                                                      $      5,733   $    204,353    $        5,733
                                                                           ============   ============    ==============
</TABLE>




                                       F-4


<PAGE>



SUPPLEMENTAL FINANCING ACTIVITIES

During the period ended 30 June 1997, the Company  issued  155,520  Regulation S
shares in satisfaction of loans due to related parties.

On 10 March 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  exercisable  until 7
March 2002.  The loan is secured over the  Company's  shares in its  subsidiary,
Ogenic Technologies Pty Ltd.

In June 1997, the Company entered into a promissory  agreement in regard to loan
funds advanced of $300,000.  The promissory  agreement  bears no interest and is
repayable by December  1997.  In lieu of  interest,  the borrower was granted an
option to  purchase  205,000  shares in the  Company  at a price of $2 per share
exercisable until 30 June 2003.

On 16 May 1997, the Board of Directors  resolved to set aside for issuance under
a Stock Option Plan (subject to formal approval by the Company's  stockholders),
up to 1,000,000 shares of common stock options to be granted to employees of the
Company.




                                       F-5


<PAGE>
                    ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1997


NOTE 1:           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation
The consolidated  financial  statements as of June 30, 1997 include the accounts
of the Company and its  wholly-owned  subsidiary  Ogenic  Technologies  Pty Ltd,
Ogenic's 95% owned inactive  subsidiary  Ogenic  Industries Pty Ltd and Ogenic's
dormant subsidiary Ogenic Sales 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.

Non Current Investments Investments are brought to account at cost.

Property, Plant and Equipment
Property,  plant and  equipment  are  brought to account  at cost,  less,  where
applicable, any accumulated depreciation or amortisation. The carrying amount of
property,  plant and equipment is reviewed annually by Directors to ensure it is
not in excess of the  recoverable  amount  from these  assets.  The  recoverable
amount is  assessed  on the basis of the  expected  net cash flows which will be
received from the assets employed and subsequent disposal. The expected net cash
flows  have  not  been   discounted  to  their  present  values  in  determining
recoverable amounts.

The depreciable  amount of all fixed assets including  buildings and capitalised
lease assets,  but excluding  freehold  land, is  depreciated  over their useful
lives commencing from the time the asset is held ready for use.

The gain or loss on disposal of all fixed assets is determined as the difference
between  the  carrying  amount  of the  asset  at the time of  disposal  and the
proceeds of disposal,  and is included in operating  profit before income tax of
the economic entity in the year of disposal.

Income Tax
The economic entity adopts a liability method of tax effect  accounting  whereby
the  income  tax  expense  shown in the  Profit & Loss  Account  is based on the
operating profit before income tax adjusted for permanent differences.


                                       F-6


<PAGE>

Timing differences which arise due to the different  accounting periods in which
items of revenue and expense are  included  in the  determination  of  operating
profit before income tax and taxable  income are brought to account  either as a
provision for deferred  income tax or as an asset described as future income tax
benefit at rates of income  tax  applicable  to the period in which the  benefit
will be received or the liability will become payable.

Future income tax benefits are not brought to account unless  realisation of the
asset is assured beyond any reasonable  doubt.  The amount of benefit brought to
account or which may be realised in the future is based on the  assumption  that
no adverse change will occur in income tax legislation and the anticipation that
the economic entity will derive  sufficient  future assessable income and comply
with the  conditions  of  deductibility  imposed  by the Law to  permit a future
income tax benefit to be claimed.

At the date of this report,  the economic entity has tax losses of approximately
$5.3m of which $1m relates to Associated Technologies and the balance relates to
its  principal  subsidiary  Ogenic  Technologies  Pty  Ltd.  The  Directors  are
confident that the Research and Development syndication and funding arrangements
to be completed  during 1998,  will result in the full amount of the accumulated
tax losses being  recovered  against future taxable  income.  The Directors have
however,  adopted a conservative  view in regard to these losses until such time
as full  documentation is completed and operating results improve.  Accordingly,
no value has been  included in the  accounts  for the future  income tax benefit
that is  expected  to arise in the  foreseeable  future.  This  treatment  is in
accordance with US G.A.A.P. and Australian accounting standards.

Inventories
With the  exception of contract work in progress all  inventories  are valued at
the lower of cost and net realisable  value.  The cost of manufactured  products
includes direct materials,  direct labour and an appropriate portion of variable
and fixed  overheads.  Overheads  are  applied on the basis of normal  operating
capacity. Costs are assigned on the basis of weighted average.

Construction Contracts
All  contracts  which are on a fixed price basis are  accounted for on the basis
that profit is  recognised  in  proportion to the progress of each contract when
the following conditions are satisfied:

          -    Total contract revenues to be received can be reliably estimated.

          -    The costs to complete the contract can be reliably estimated.

          -    The stage of contract  completion can be reliably  determined and
               is at least 30% of the total contract;

          -    The costs  attributable  to the  contract  to date can be clearly
               identified and can be compared with prior estimates.

Operating Revenue
Sales revenue  represents  revenue earned from the sale of the group's products,
net of  returns,  trade  allowances  and duties and taxes  paid.  Other  revenue
includes  interest  income,  proceeds  from  disposal of non current  assets and
insurance recoveries.



                                       F-7


<PAGE>



Receivables
A  provision  is  raised  for  any  doubtful  debts  based  on a  review  of all
outstanding  amounts at year end. Bad debts are written off during the period in
which they are identified.

Research & Development
During the period to June 30 1997,  the company's  principal  subsidiary  Ogenic
Technologies Pty Ltd, incurred Research and Development Expenditures of $162,215
in the  development of Virtuoso,  a digital audio playback and recording  system
for the radio  broadcasting  industry.  Virtuoso  has been  designed to form the
foundation of the company's  future PC based play-out  software  systems.  These
systems are intended for  traditional  markets and new markets in the commercial
entertainment industries.

Although the Directors are of the opinion that there will be  significant  sales
of Virtuoso in the future and that this expenditure  could be capitalised  under
Australian Standards,  the Company has adopted a conservative approach in regard
to the capitalisation of Research & Development and all expenditure to date has,
therefore, been written off.

This accounting treatment is in accordance with the US G.A.A.P standards.

Intangible Assets
The  company's  principal  trading  subsidiary  which was acquired in June 1996,
possesses  significant  core  technology  which  has not  been  recorded  in the
company's  books.  This core  technology was valued by Ernst & Young at $4.3m in
1996 for the purposes of the proposed Research and Development Syndication.

In addition since November 1995, Ogenic Technologies Pty Ltd has spent in excess
of $530,000 in Research and Development of a new digital  recording and playback
system  for the radio  broadcasting  industry  (Virtuoso).  To date,  all of the
amounts  expended have been written off to profit and loss in accordance with US
G.A.A.P. standards.

There is a further  intangible  asset  relating to a future  income tax benefits
which has also not been brought to account.  This  treatment is consistent  with
the Directors  conservative approach to the recognition of intangible assets and
is in accordance with both US G.A.A.P. and Australian accounting standards.

Goodwill
Goodwill arising on consolidation of subsidiaries is capitalised and written off
over a maximum period of 5 years.  However,  in accordance with SEC practice and
in view of the  fact  that  Ogenic  represented  the  first  acquisition  of AT,
goodwill  arising on the acquisition of Ogenic,  was written off during the year
ended 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.

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.



                                       F-8


<PAGE>



NOTE 2:           DEVELOPMENT STAGE COMPANY

The Company was incorporated under laws of the State of Nevada on August 9, 1990
and  was  in the  development  stage  until  it  acquired  its  first  operating
subsidiary,  Ogenic in June  1996.  The  Company  intends  to  provide  software
products  for  use in the  commercial  entertainment  industries.  It  sees  its
traditional  audio  broadcasting  market  as one  such  market  place.  It  also
considers a further market place for its play  technologies  may be the domestic
entertainment market.

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 six months  ended June 30, 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, 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  $119,832 due to
companies  associated  with First Sydney  Capital which is a shareholder  in the
Company.  Both Mr. Len McDowall and Mr. Alan  Gallagher  are  Directors of First
Sydney Capital. The loan does not currently bear interest and no terms in regard
to interest, have been agreed.

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  Australian
Government for this R & D Syndication and  documentation  is progressing  with a
view to completion prior to September 30, 1997.

In addition to the R&D  Syndication,  on June 30, 1997 Ogenic was appointed as a
sub-researcher  under a  structured  R&D funding  program  with a total value of
$1.85 million over the year to June 30, 1998. This contract was arranged through
a  related  entity,  First  Sydney  Capital.   Further  research  contracts  are
anticipated  in the  region of $1.5  million  to $4.5  million  over the next 12
months.



                                       F-9


<PAGE>



NOTE 7:           INTANGIBLE ASSETS

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-10


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

                                                   Three months     Three months        Six months         Six Months
                                                          ended           ended            ended              ended
                                                       6/30/97          6/30/96           6/30/97             6/30/96
                                                   --------------   -------------   ------------------  -----------------
<S>                                                <C>              <C>             <C>                 <C>             
Operating Revenue                                  $     439,451    $     56,392    $         596,003   $        139,341
Cost of Sales                                           (219,433)        (65,924)            (295,701)          (137,857)
                                                   --------------   -------------   ------------------  -----------------

GROSS PROFIT                                             220,018          (9,532)             300,302              1,484
General and Administrative expenses                     (409,674)       (800,660)            (800,173)          (894,669)
                                                   --------------   -------------   ------------------  -----------------
Loss before other items                                 (189,656)       (810,192)            (499,871)          (893,185)

Other Items:
   Research and Design costs                             (73,989)       (180,446)            (162,215)          (238,390)
   Bankruptcy expenses                                         0         (62,961)                   0           (112,222)
   Debt forgiveness                                            0         619,647                    0            619,647
   Profit on sale of fixed asset                           1,148               0                1,148                  0
   Exchange loss on capitalisation of
      subsidiary's loan                                  (92,068)              0              (92,068)                 0
                                                   --------------   ------------    ------------------  ----------------

                                                        (164,909)        376,240             (253,135)           269,035
                                                   --------------   ------------    -----------------   ----------------

INCOME (LOSS) BEFORE INCOME TAXES                       (354,565)       (433,952)            (753,006)          (624,150)
PROVISION FOR INCOME TAXES                                     0               0                    0                  0
                                                   -------------    ------------    -----------------   ----------------

NET INCOME (LOSS)                                  $    (354,565)   $   (433,952)   $        (753,006)  $       (624,150)
                                                   ==============   =============   ==================  ================

INCOME (LOSS) PER COMMON SHARE
Net income (loss) per weighted average
     common share outstanding                      $        (0.16)  $      (0.42)   $           (0.35)  $           (0.63)
                                                   ===============  =============   =================   =================
Weighted average number of common
     shares outstanding                                2,149,730       1,029,011         2,148,000             1,014,898
                                                   =============    ============    ==============   ===================
</TABLE>



NB The Corporation's  principal trading subsidiary Ogenic  Technologies Pty Ltd,
was  acquired  on June 28 1996.  The above  statements  have been  prepared  for
comparison purposes only and excludes the profit on the abortive R&D Syndication
in June 1996.



                                      F-11