U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO.1


(Mark One)

X        Quarterly Report under Section 13 or 15 (d) of the Securities Exchange
         Act of 1934 For quarterly period ended: March 31, 1996 or

___      Transition report under Section 13 or l5(d) of the Exchange Act of 1934

         For the transition period from _____ to _____

         Commission File Number:  2-85984-C

                        North Atlantic Technologies, Inc.
        (Exact name of small business issuer as specified in its charter)


            Minnesota                                     41-1390785 
(State or other jurisdiction of                (IRS Employer Identification No.)
  incorporation or organization)              


8120 Penn Avenue South, Suite 435, Bloomington, Minnesota          5543l
         (Address of principal executive offices)                (Zip Code)


Issuer's telephone number 612-888-8553


--------------------------------------------------------------------------------
              Former name, former address and former fiscal year,
                         if changed since last report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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. Yes X No ___.

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date. 3,292,689 common shares as of March
31, 1996.


Transitional business format?            Yes_____             No   X


PART I - FINANCIAL INFORMATION

ITEM I - FINANCIAL STATEMENTS


   

<TABLE>
<CAPTION>
                        NORTH ATLANTIC TECHNOLOGIES, INC.
                             (DEBTOR-IN-POSSESSION)
                                 BALANCE SHEETS
                                   (UNAUDITED)

                                                            MARCH 31,     DECEMBER 31,
                             ASSETS                            1996          1995
                                                          (As restated,
                                                           See Note 4)
                                                           -----------    -----------
<S>                                                        <C>            <C>        
CURRENT ASSETS
         Cash and equivalents                              $    44,092    $    44,607
         Trade accounts receivable, net of allowance for
            doubtful accounts of $339,440 at March 31,
            1996 and at December 31, 1995                    1,086,230        818,887
         Other receivable                                      171,404        171,404
         Inventories                                           149,458        145,356
         Costs and estimated earnings in excess of
            billings on uncompleted contracts                  256,941
         Other current assets                                   25,424         29,029
                                                           -----------    -----------

                  Total current assets                       1,733,549      1,209,283

PROPERTY AND EQUIPMENT
         Land                                                  695,792         92,510
         Buildings and leasehold improvements                  504,209        692,441
         Machinery and equipment                               477,871      1,211,914
         Office furniture and equipment                         26,423        153,945
         Automobiles                                                 0         11,666
                                                           -----------    -----------
                  Totals                                     1,704,295      2,162,476
         Less accumulated depreciation                               0     (1,305,351)
                                                           -----------    -----------

                  Net property and equipment                 1,704,295        857,125

OTHER ASSETS
         Patent rights                                         100,000
         Other assets                                           12,399          3,652
         Reorganization value in excess of amounts
          allocated to identifiable assets                     420,886
                                                           -----------    -----------
                  Total other assets                           533,285          3,652
                                                           -----------    -----------
                                                           $ 3,971,129    $ 2,070,060
                                                           ===========    ===========

</TABLE>

    

See notes to financial statements.



ITEM 1 (Continued)

<TABLE>
<CAPTION>
                        NORTH ATLANTIC TECHNOLOGIES, INC.
                             (DEBTOR-IN-POSSESSION)
                                 BALANCE SHEETS
                                   (UNAUDITED)

   
                                                                    MARCH 31,    DECEMBER 31,
                     LIABILITIES AND EQUITY                           1996           1995
                                                                 (As restated,
                                                                   See Note 4)
                                                                   -----------    -----------
<S>                                                                <C>            <C>        
     Current liabilities
        Postpetition
         Trade accounts payable                                    $   729,785           --
         Billings in excess of costs and estimated
           earnings on uncompleted contracts                           129,290           --
         Accrued liabilities:
           Taxes other than income                                       6,329           --
           Compensation                                                 47,690           --
           Interest                                                     17,708           --
           Other                                                        11,078           --
                                                                   -----------    -----------

                                                           Total       941,880           --
        Prepetition (See Note 3)
         Current maturities of long-term debt                      $ 1,846,565    $ 3,547,622
         Trade accounts payable                                        454,495        878,422
         Other accounts payable                                        393,428        393,428
         Billings in excess of costs and estimated earnings on
           uncompleted contracts                                          --          477,893
         Accrued liabilities:
            Taxes other than income                                       --           15,219
            Warranty reserve                                           175,000        200,000
            Compensation                                                31,309         42,198
            Interest                                                      --          170,378
            Other                                                       87,830           --
                                                                   -----------    -----------
                                                          Totals     2,988,627      5,725,160

                   Total current liabilities                         3,930,507      5,725,160

     Lease obligations, net of current maturities                       14,957         12,251

                           Total liabilities                         3,945,464      5,737,411


STOCKHOLDER'S DEFICIT
         Preferred stock                                                   216              0
         Common stock, $.01 par, authorized 
            5,000,000 shares, issued and outstanding
            2,544,929                                                   25,449              0
         Common stock, no par value; authorized
            5,000,000 shares; issued and outstanding
            2,392,689 at December 31, 1995                                   0      3,047,804
         Accumulated deficit                                                 0     (6,715,155)
                                                                   -----------    -----------

                  Total stockholders' equity (deficit)                  25,665     (3,667,351)
                                                                   -----------    -----------

                                                                   $ 3,971,129    $ 2,070,060
                                                                   ===========    ===========

</TABLE>

    

See notes to financial statements.

       


ITEM 1 (Continued)

<TABLE>
<CAPTION>
                        NORTH ATLANTIC TECHNOLOGIES, INC.
                             (DEBTOR-IN-POSSESSION)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

   
                                                       Quarter Ended March 31
                                                       ----------------------
                                                        1996           1995
                                                    (As restated,
                                                     See Note 4)
                                                     -----------    -----------
<S>                                                  <C>            <C>        
REVENUES                                             $ 1,394,512    $ 1,838,998
COST OF REVENUES                                         782,682      1,403,212
                                                     -----------    -----------
    GROSS PROFIT                                         611,830        435,786

OPERATING COSTS                                          411,931        499,475
                                                     -----------    -----------

OPERATING INCOME (LOSS)                                  199,899        (63,689)

OTHER INCOME (EXPENSE)
         Royalty and services income                       6,245          1,244
         Interest expense (contractual interest in
            1996 was $123,891)                           (82,372)      (105,284)
         Rental and other income                          10,350         27,949
                                                     -----------    -----------

                                                         (65,777)       (76,091)
                                                     -----------    -----------


INCOME(LOSS) BEFORE REORGANIZATION ITEMS AND
  EXTRAORDINARY ITEM                                     134,122       (139,780)

REORGANIZATION ITEMS (NOTE 4)                          1,380,468           --
                                                     -----------    -----------

NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM          $ 1,514,590    ($  139,780)

EXTRAORDINARY ITEM - 
         Gain on conversion of debt                    2,154,736              0

NET INCOME (LOSS)                                    $ 3,669,326    ($  139,780)
                                                     ===========    ===========

NET INCOME (LOSS) PER COMMON SHARE:
         Loss (income) before reorganization
            items and extraordinary item             $       .13    ($      .18)
         Reorganization items                               1.37
         Extraordianry item                                 2.14
                                                     -----------    -----------
         Net (loss) income                           $      3.64    ($      .18)
                                                     -----------    -----------

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                              1,008,552        797,563
                                                     ===========    ===========

</TABLE>

    

See notes to financial statements



ITEM 1 (Continued)

<TABLE>
<CAPTION>
                        NORTH ATLANTIC TECHNOLOGIES, INC.
                             (DEBTOR-IN-POSSESSION)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

   
                                                                                    Quarter Ended March 31
                                                                                    ----------------------
                                                                                      1996          1995
                                                                                 (As restated,
                                                                                  See Note 4)
                                                                                  -----------    -----------
<S>                                                                               <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
   Cash received from customers                                                   $   777,708    $ 1,088,775
   Cash paid to suppliers & employees                                              (1,021,749)    (1,533,024)
   Interest, rent and royalties received                                               17,453         28,466
   Interest paid                                                                      (58,616)       (45,436)
                                                                                  -----------    -----------

                  Net cash used in operating activities                              (285,204)      (461,219)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                                                                (1,213)       (17,211)
   Proceeds from disposal of fixed assets                                                --              400
   Additions of other assets                                                           (8,747)          --
                                                                                  -----------    -----------

                  Net cash used in investing activities                                (9,960)       (16,811)

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from long-term debt                                                       300,000        500,000
   Payments of long-term debt                                                          (5,351)       (23,636)
                                                                                  -----------    -----------

                  Net cash provided by financing activities                           294,649        476,364
                                                                                  -----------    -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                (515)        (1,666)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                       44,607         41,384
                                                                                  -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                        $    44,092    $    39,718
                                                                                  ===========    ===========

RECONCILIATION OF NET INCOME (LOSS) TO NET CASH USED IN
   OPERATING ACTIVITIES:
       Net Income (loss)                                                          $ 3,669,326    $  (139,780)
       Adjustments to reconcile net income (loss) to net cash provided by (used
         in) operating activities:
         Depreciation and amortization                                                 39,191         50,141
         Stock issued for compensation                                                  2,250
         Gain on disposal of equipment                                                   --             (400)
         Gain on extinguishment of debt and affect of fresh start reporting        (3,560,770)          --
       Changes in assets and liabilities:
         Receivables                                                                 (267,343)      (684,354)
         Inventories                                                                   (4,102)       (73,041)
         Other current assets                                                          10,355         12,210
         Accounts payable and accrued liabilities                                     431,433        337,709
         Net increase (decrease) in billings related to costs
           and estimated earnings on uncompleted contracts                           (605,544)        36,296
                                                                                  -----------    -----------
NET CASH USED IN OPERATING ACTIVITIES                                             $  (285,204)   $  (461,219)
                                                                                  ===========    ===========

</TABLE>

    

See notes to financial statements 


 Item I (continued)


                           NORTH ATLANTIC TECHNOLOGIES
                             (DEBTOR-IN-POSSESSION)
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


     1. The accompanying financial statements are unaudited. In the opinion of
     management, all adjustments necessary for a fair presentation of the
     results of operations for the periods presented have been made.

          The Company's financial statements have been prepared on a going
     concern basis which contemplates the realization of assets and the
     satisfaction of liabilities in the normal course of business. As a result
     of the 1993, 1994 and 1995 net losses, the Company's financial resources
     have been strained. As of March 31, 1996, current liabilities exceed
     current assets by $2,221,958 and the Company has a net capital deficiency
     of $3,574,795. In addition, on February 1, l996, the Company filed a
     petition for reorganization under Chapter 11 of the United States
     Bankruptcy Code. A Plan of Reorganization was initially confirmed by the
     United States Bankruptcy Court on April 19, 1996 and approved on May 7,
     1996, as amended (See Note 3). These factors, among others, indicate that
     the Company may be unable to continue as a going-concern for a reasonable
     period of time. In addition to emergence from Chapter 11 (as discussed in
     Item 2), the Company's continuation as a going-concern is dependent on its
     ability to generate sufficient cash flow from operations, and obtain
     additional financing to meet its obligations on a timely basis. The
     Company's business is currently dependent on large projects in the
     industrial sector. These projects involve long order cycles, and exact
     order placement dates are beyond the control of the Company. While the
     Company utilizes a progress billing procedure, there are periods of net
     cash outflows when cash flow is of concern. During l995 and through March
     31, 1996, the Company was able to manage its normal operating cash flow
     through the use of internally generated funds and its established line of
     credit.

     2. Earnings per share - when calculated on a fully diluted basis, per share
     amounts and average shares outstanding are identical to the amounts shown
     in the Statement of Operations.

          In January, 1996, 900,000 shares of the Company's common stock were
     issued at a market value of $.01 per share. The market value of the shares
     total $9,000 and is being charged to expense during 1996.

     3. Subsequent Event - On February 1, 1996 the Company filed a petition for
     reorganization under Chapter 11 of the United States Bankruptcy Code. As
     stated in Note 1, the Plan of Reorganization was approved, as amended, on
     May 7, 1996. The Plan of Reorganization provided that:

     a)  Subordinated Debenture Holders will receive one share of common stock
         for each $1.50 owed by the Company. In addition, each debenture holder
         will receive one share of convertible preferred stock at $0.01 par
         value, with $25 redemption value for each $100 of debenture debt of the
         Company, and

     b)  Each existing equity holder will be issued one share of common stock in
         return for the cancellation of three shares owned by the shareholder.

     c)  $500,000 of the line of credit borrowings would be converted to a
         five-year note bearing interest at a rate of up to 12%, with the
         remainder, including an additional $200,000 in financing which will
         become available upon approval of the plan, being financed under a new
         line of credit at comparable rates with required monthly reductions of
         $25,000 commencing May 1, 1996. It has been subsequently agreed to
         defer reduction of the line of credit in $25,000 increments until
         August 1, 1996. On May 8, 1996 a note was signed with the foregoing
         terms.

     d)  All other general creditors claims will be settled in full upon a
         schedule to be agreed upon between the Company and its creditors.

     Under the terms of the Plan of Reorganization, Debenture Holders will
     receive 1,446,284 newly-issued common shares, and 21,695 newly-issued
     preferred shares.

     Following the 3-for-1 reverse split of the no par common stock, 3,292,689
     common shares will be canceled and replaced with 1,097,563 newly-issued
     common shares.

     The total outstanding common shares following the above common stock
     adjustments will be 2,543,847. If the adjustments occurred on January 1,
     1996, supplemental earnings per share for the first quarter of 1996 would
     have been unchanged as reported at $.04.

     The adjustments to reflect the consummation of the Plan have not been
     recorded in the accompanying financial statements.

     For the second quarter of 1996, the Company expects to record an
     extraordinary gain in the amount of $2,154,746 from the conversion of
     Subordinated Convertible Debentures into capital stock.

     Upon emerging from Chapter 11, the reorganization value of the assets
     immediately before the date of confirmation will be less than the total of
     all postpetition liabilities and allowed claims, and since holders of
     existing voting shares immediately before confirmation will receive less
     than 50 percent of the voting shares of the emerging entity, the Company
     will adopt Fresh-Start reporting in the second quarter, 1996.

   
     4. Restatement 

     Subsequent to the filing of the Predecesor Company's first quarter results
     on Form 10-QSB, the Successor Company elected to apply the provisions of
     "fresh-start" reporting under SOP 90-7, "Financial Reporting by Entities in
     Reorganization under the Bankruptcy Code."

     Under the provisions of SOP No. 90-7, the Company was required to apply
     "fresh start" reporting since the reorganization value, as defined, was
     less than the total of all postpetition liabilities and allowed claims, and
     holders of voting shares immediately before confirmation of the Plan
     received less than 50% of the voting shares of the emerging entity. Under
     this concept, all assets and liabilities are restated to reflect the
     reorganization value of the reorganized entity, which approximates its fair
     value at the date of reorganization. The financial statements of the
     reorganized entity are referred to herein as the Company or the Successor
     Company, and the financial statements of the entity up to the date the Plan
     was implemented are referred to herein as the Predecessor Company.

     To determine an estimate of its reorganization value, the Company utilized
     a combination of the estimated proceeds and recovery it would obtain from
     its assets and the value of its capital structure as perceived by the
     Company and others. Based upon these factors, the Company established a
     reorganization value (total assets less liabilities) of the reorganized
     entity of $25,665. The Company allocated the reorganization value to the
     net book value of tangible assets as follows:

            Land                                 $603,282
            Machinery and Equipment               268,759
            Office Furniture and Equipment         13,107
            Patent                                100,000
                                                 --------
                                                 $985,148
                                                 ========

     Under the provisions of SOP No. 90-7, the difference between the
     reorganization value of the assets and the fair value assigned to specific
     tangible and identified intangible assets was reported as an intangible
     asset identified as "reorganization value in excess of amounts allocable to
     identifiable assets." This amount is being amortized over ten years.

     In addition, the accumulated deficit of the Company was eliminated, and its
     capital structure was recast in conformity with the approved Plan. The net
     effect of all fresh start reporting adjustments resulted in income of
     $1,406,034 which is included within the Reorganization Item in the
     statement of operations of the Predecessor Company for the three months
     ended March 31, 1996, net of legal costs of $25,556 relating to the
     bankruptcy proceedings.

     The following table summarizes the adjustments required to record the
     reorganization of the Company and the issuance of various securities in
     connection with the implementation of the Plan. The presentation is
     presented as if the Plan of Reorganization was effective as of April 1,
     1996.
<TABLE>
<CAPTION>
                                                    Convertible
                                                    Subordinated
                                        PRE-            Debt           Reverse                       SUCCESSOR
                                      DECESSOR        Discharge      Stock Split                     COMPANY'S
                                      COMPANY        and Related     for Existing                   Reorganized
                                        Pre-         Issuance of        Common      "Fresh Start"     Balance 
                                    Confirmation    Capital Stock    Shareholders     Reporting        Sheet
                                    ------------    -------------    ------------   -------------   -----------
                                                                                 
<S>                                 <C>                <C>             <C>            <C>           <C>
CURRENT ASSETS                      $1,733,549                                                      $1,733,549

PROPERTY AND
EQUIPMENT, net                         819,147                                      $  885,148       1,704,295

OTHER ASSETS:
    Patent                                                                             100,000         100,000
    Reorganization value in
    excess of amounts allocable
    to identifiable assets                                                             420,886         420,886
    Other                               12,399                                                          12,399
                                    ----------                                                      ----------
                                    $2,565,095      $       --       $        --    $1,406,034      $3,971,129
                                    ==========      ==========       ===========    ==========      ==========

LIABILITIES NOT SUBJECT
TO COMPROMISE:
    Current liabilities             $3,930,507                                                      $3,930,507
    Lease obligations
      (long-term)                       14,957                                                          14,957
                                    ----------                                                      ----------
                                     3,945,464                                                       3,945,464

LIABILITIES SUBJECT TO      
COMPROMISE:                 
    Convertible Subordinated
    Debentures and related  
    interest payable                 2,169,426     (2,169,426)                                                
                                    ----------     ----------                                                 

    Total Liabilities                6,114,890     (2,169,426)                                       3,945,464
          

STOCKHOLDERS' EQUITY
(DEFICIT):
    Preferred Stock                                       216                                              216
    Common Stock (no par)            3,056,804                      $(3,056,804)                           
    Common Stock ($.01 par)                            14,474            10,975                         25,449
    Accumulated Deficit             (6,606,599)     2,154,736         3,045,829      1,406,034             
                                    ----------     ----------       -----------     ----------      ----------
                                    (3,549,795)     2,169,426                --      1,406,034          25,665
                                    ----------     ----------       -----------     ----------      ----------

                                    $2,565,095     $       --       $        --     $1,406,034      $3,971,129
                                    ==========     ==========       ===========     ==========      ==========
</TABLE>


     Because the Form 10-QSB had already been filed for the quarter ended March
     31, 1996, the Successor Company did not present the fresh start adjustments
     in the statement of operations of the Predecessor Company for the quarter
     ended March 31, 1996. Accordingly, the financial statements of the
     Predecessor Company for the quarter ended March 31, 1996 have been restated
     to present the fresh start reporting adjustments. The Plan of
     Reorganization also resulted in the previously outstanding shares of no par
     common stock being cancelled and replaced with one share of $.01 par common
     stock for every three shares previously outstanding. The following table
     summarizes the affect of this restatement and the 3-for-1 reverse split on
     the previously reported financial statement amounts:

                                   STATEMENT OF OPERATIONS DATA
                                THREE MONTHS ENDED MARCH 31, 1996
                                ---------------------------------
                                    As previously       As
                                      Reported        Amended
                                    -------------   ----------

REORGANIZATION ITEMS                     25,566      1,380,468

EXTRAORDINARY ITEM                            0      2,154,736

NET INCOME                              108,556      3,669,326

NET INCOME PER COMMON SHARE

Net income before reorganization
items and extraordinary item               0.04           0.13
Reorganization items                                      1.37
Extraordinary item                                        2.14
                                     ----------     ----------
Net income                                 0.04           3.64
                                     ==========     ==========

WEIGHTED AVERAGE NUMBER
OF COMMON AND COMMON
EQUIVALENT SHARES
OUTSTANDING                           3,015,766      1,008,552
                                     ==========     ==========


                                        BALANCE SHEET DATA
                                          MARCH 31, 1996
                                    --------------------------
                                    As previously       As
                                      Reported        Amended
                                    -------------   ----------

ASSETS
Property and equipment, net             819,147      1,704,295

Patent                                     --          100,000
Reorganization value in excess of
amounts allocable to identifiable
assets                                     --          420,886

LIABILITIES SUBJECT TO COMPROMISE
Convertible subordinated
debentures and related interest
payable                               2,169,426           --

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock                            --              216
Common stock (no par)                 3,056,804           --
Common stock ($.01 par)                    --           24,559
Accumulated deficit                  (6,606,599)          --

    



                         PART 1 - FINANCIAL INFORMATION


                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF

                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

On February 1, 1996 the Company filed a petition for reorganization under
Chapter 11 of the United States Bankruptcy Code. As stated in Note 1, the Plan
of Reorganization was approved, as amended, on May 7, 1996. The Plan of
Reorganization provided that:

1.   Subordinated Debenture Holders will receive one share of common stock for
     each $1.50 owed by the Company. In addition, each debenture holder will
     receive one share of convertible preferred stock at $0.01 par value, with
     $25 redemption value for each $100 of debenture debt of the Company, and

2.   Each existing equity holder will be issued one share of common stock in
     return for the cancellation of three shares owned by the shareholder.

3.   $500,000 of the line of credit borrowings would be converted to a five-year
     note bearing interest at a rate of up to 12%, with the remainder, including
     an additional $200,000 in financing which will become available upon
     approval of the plan, being financed under a new line of credit at
     comparable rates with required monthly reductions of $25,000 commencing May
     1, 1996. It has been subsequently agreed to defer reduction of the line of
     credit in $25,000 increments until August 1, 1996. On May 8, 1996 a note
     was signed with the foregoing terms.

4.   All other general creditors claims will be settled in full upon a schedule
     to be agreed upon between the Company and its creditors.

Revenues of $1,394,512 reflect a decrease of 24% from the $1,838,998 in revenues
reported for the similar 3 month period in 1995. The revenue decline is offset,
however, by the higher gross profit orders completed in the 3 months ended March
31, l996. Gross profit improved 33% to 35% in l996 from 20% in l995. The primary
reason for the reduced gross profit in l995 were competitive pressures affecting
pricing and underutilization of production facilities which results in increased
inventory absorption of fixed costs per project. The order backlog at March 31,
1996 was $916,650 ($1,512,450 at April 26, 1996) compared to $1,036,000 at March
31, 1995.

Operating costs as a percent of revenues for the first quarter were 22% in l996
and 23% in l995. The relatively constant percentage comparison for the two
periods while experiencing a decrease in revenue reflects realization of cost
containment goals and productivity improvements.

Interest expense for the first quarter was $82,372 in 1996 and $105,284 in 1995.
The change of $22,912 is accounted for by approximately $41,500 in interest
expense on subordinated debentures which are subject to compromise, and an
increased borrowing level in the bank line of credit and mortgage loan (which
was executed in June, 1995).

   
The working capital position of the Company improved by $2,318,919 at March 31,
1996, which was almost solely accounted for by the cancellation of Subordinated
Debentures payable (and related interest) in exchange for common shares.
    

As of March 31, 1996, the Company was fully drawn on its available line of
credit in the amount of $1,450,000, which includes approximately $100,000 in
certain standby letters of credit. There are no assurances that any further
funding will be available from current sources, or that the current sources
(when renewed) will be sufficient. If these resources are insufficient, other
sources of funding would need to be developed. There are also no assurances that
such funding would be available or that the terms of such funding would be on
terms acceptable to the Company.

   
The cancellation of the Subordinated Debentures in exchange for common shares
created a positive equity balance of $25,665 as compared to a deficiency in
stockholders equity in 1995 of $3,667,351. The Company believes that the Plan of
Reorganization, specifically the conversion of the debentures to equity and the
cancellation of the debenture interest, and the improvement in the global
marketplace for its products will strengthen its position as a going concern.
However, the Company's ability to operate as a going concern is subject to a
number of risks and uncertainties including the Company's ability to generate
sufficient funds from operations and the demand for the Company's products,
which is subject to general economic, competitive and industry-specific
conditions.
    


                           PART 2 - OTHER INFORMATION

Item 1.  Legal Proceedings.

         On February 1, 1996, North Atlantic Technologies, Inc. (the "Company")
filed a petition for reorganization under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court, District of Minnesota
(the "Bankruptcy Court"), case No. 3-96-0526. On April 19, 1996, the Bankruptcy
Court entered an Order confirming the Company's Amended Plan of Reorganization
dated March 8, 1996 (the "Plan"), and the Company's Second Amended Disclosure
Statement dated March 13, 1996 (the "Disclosure Statement"). On April 26, 1996,
the Company filed a Motion to Amend the Plan of Reorganization which was granted
by the Bankruptcy Court on May 7, 1996. The amendment was not substantive, and
dealt only with the mechanics of the contemplated reorganization transactions.

Item 2.  Changes in Securities.

         On April 19, 1996, the Bankruptcy Court entered an Order confirming the
Plan and approved on May 7, 1996, a Motion to Amend the Plan. Under the terms of
the Plan the Company will effect a 1-for-3 reverse split of its no par common
stock ("Old Common Stock"), which is registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended, issued and outstanding as of the
date of the Plan's confirmation. In accordance with the Plan, on May 9, 1996 the
Company declared the reverse split which will become effective at the close of
business on May 31, 1996 for shareholders of record as of the close of business
on May 21, 1996. The 3,292,689 shares of Old Common Stock which were issued and
outstanding as of the record date will become approximately 1,097,563 shares of
newly-authorized $0.01 par value common stock ("New Common Stock").

         In addition, in accordance with the Plan, the Company's issued and
outstanding 12.5 percent Subordinated Convertible Debentures ("Debentures") will
be exchanged for a combination of New Common Stock and newly-authorized
preferred stock ("Preferred Stock"). On May 9, 1996 the Company declared the
exchange which will become effective at the close of business on May 31, 1996
for Debenture holders of record as of the close of business on May 21, 1996. In
exchange for their Debentures, holders will receive a total of approximately
1,446,284 shares of New Common Stock and a total of approximately 21,695 shares
of Preferred Stock. Each share of Preferred Stock will be convertible into one
share of New Common Stock voluntarily through June 1, 1999, and will
automatically become New Common Stock after June 1, 1999. Holders of shares of
Preferred Stock will have one vote for each share of Preferred Stock held, and
will be entitled to cast that vote as a class on all matters brought to a vote
before the holders of Preferred Stock, and with all other capital stock holders
on all matters brought before the Company's shareholders generally.

         After giving effect to the Plan, the collective ownership interest in
the Company of holders of shares of the Company's Old Common Stock will
effectively decrease from 100% to approximately 43%. In the case of a
liquidation of the Company, holders of Preferred Stock will be entitled to
receive up to $25 in value from the assets available for distribution to equity
stock holders before any distribution may be made to holders of New Common
Stock. Dividends will be paid on the Preferred Stock at the discretion of the
Board of Directors. However, dividends may not be paid on New Common Stock
unless like dividends per share are paid on Preferred Stock.

Item 3.  Defaults Upon Senior Securities.

         Upon confirmation of the Plan by the Bankruptcy Court the Company's two
defaults have been eliminated. From November 15, 1995 through the Plan
confirmation date the Company had been in default under the terms of the
Indenture dated December 31, 1985 which governs the Company's outstanding
Debentures. From November 15, 1995 through the Plan confirmation date the
Company had also been in default under the terms of the Company's Line of Credit
Agreement with First Bank, N.A., as amended.

Item 4.  Submission of Matters to a Vote of Security Holders.

                  None

Item 5.  Other Information.

                  None

Item 6.  Exhibits and Reports on Form 8-K.

                  (a)      Exhibits.

                  27                Financial Data Schedule

                  (b)      Reports on Form 8-K.

         On February 13, 1996 the Company filed a Current Report on Form 8-K
reporting the filing by the Company on February 1, 1996 of a petition for
reorganization under Chapter 11 of the United States Bankruptcy Code. No
financial statements were included in the filing of the Current Report.


                                   SIGNATURES


         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.

North Atlantic Technologies, Inc.

  /s/  Bruce A. Watson                                              May 14, 1996
Bruce A. Watson
Chief Executive Officer
(principal executive officer) and Chief Financial
Officer (principal financial officer and principal
accounting officer)