<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended: SEPTEMBER 30, 1996           Commission File Number: 0-2707

                           STRUTHERS INDUSTRIES, INC.
        (Exact name of small business issuer as specified in its charter)

          DELAWARE                                                73-0746455
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                               Identification No.)

            1875 CENTURY PARK EAST, SUITE 200, LOS ANGELES, CA 90067
                     (Address of principal executive office)

                                 (310) 557-1875
                (Issuer's telephone number, including area code)

                 100 WEST 5TH STREET, SUITE 601, TULSA, OK 74103
                            (Issuer's former address)

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:

COMMON STOCK $0.10 PAR VALUE                        24,722,467
----------------------------                        ----------
         Class                                     Outstanding at
                                                  October 31, 1996

Transitional Small Business Disclosure Format (Check one):    Yes   ; No  X
                                                                 ---     ---
<PAGE>   2
                           STRUTHERS INDUSTRIES, INC.
                  (A MAJORITY OWNED SUBSIDIARY OF WINCO CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                                      INDEX

                                                                      PAGE NO.
                                                                      --------

PART I.      Financial Information

  Item 1.    Condensed Consolidated Balance Sheets -
             September 30, 1996 and December 31, 1995                   3-4

             Condensed Consolidated Statements of Operations -
             Three months ended September 30, 1996 and 1995;
             nine months ended September 30, 1996 and 1995;
             from inception (June 3, 1993) to September 30, 1996         5

             Condensed Consolidated Statement of Stockholders'
             Equity - Nine months ended September 30, 1996               6

             Condensed Consolidated Statements of Cash Flows -
             Nine months ended September 30, 1996 and 1995              7-9

             Notes to Condensed Consolidated Financial Statements -
             Nine months ended September 30, 1996                      10-15

  Item 2.    Management's Plan of Operation                            16-18

PART II.     Other Information                                           19

                                       2
<PAGE>   3
                         PART 1 - FINANCIAL INFORMATION

                           STRUTHERS INDUSTRIES, INC.
                  (A MAJORITY OWNED SUBSIDIARY OF WINCO CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                   SEPTEMBER 30,      DECEMBER 31,
                                                       1996              1995
                                                   (Unaudited)         (Audited)
<S>                                               <C>                 <C>
                                    ASSETS
CURRENT ASSETS
  Cash                                             $    311,151       $    330,767
  Equity securities                                      49,183                 --
  Accounts receivable, trade                            229,851                 --
  Inventory                                             135,083            438,654
  Prepaid expenses and other assets                     612,712            656,689
  Loans receivable                                    4,828,848              6,175
                                                   ------------       ------------
                                                      6,166,828          1,432,285

PROPERTY AND EQUIPMENT, net                           3,298,908            206,831

OTHER ASSETS
  Broadcast licenses                                 90,984,412         79,048,589
  Contract for broadcast equipment build-out          4,600,080          4,600,080
  Real estate held for investment                    29,122,683         28,431,335
  Annuity                                                    --          6,643,427
  Property rights                                     6,000,030                 --
  Investment in unconsolidated companies              6,149,833            615,973
  Investment securities                                 525,000                 --
  Other licenses                                        686,521            232,497
  Trust deed receivable                                  49,151             49,151
  Loan receivable from related company                7,920,183             13,850
  Intellectual property rights                           14,500                 --
  Trademark - WINCOM                                         --                 --
                                                   ------------       ------------
    Total other assets                              146,052,393        119,634,902
                                                   ============       ============
                                                   $155,518,129       $121,274,018
                                                   ============       ============
</TABLE>

See notes to condensed consolidated financial statements

                                       3
<PAGE>   4
                           STRUTHERS INDUSTRIES, INC.
                  (A MAJORITY OWNED SUBSIDIARY OF WINCO CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                 SEPTEMBER 30,        DECEMBER 31,
                                                                     1996                 1995
                                                                  (Unaudited)          (Audited)
                                                                 -------------        ------------
<S>                                                              <C>                  <C>
             LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
  Accounts payable                                               $  3,200,996         $  1,080,444
  Accrued commissions                                                      --            1,328,024
  Accrued officer compensation                                             --               93,742
  Payroll taxes                                                        98,331              469,002
  Accrued interest                                                  1,110,617              468,814
  Other accrued expenses                                              416,430                   --
  Loans from related parties                                           37,676                8,500
  Debentures payable                                                   25,370              115,300
  Demand loans payable                                              1,669,964              562,215
  Current portion of long-term debt                                   107,335                   --
  Contract obligation                                                      --           12,500,000
  Accrued settlement expense                                        3,250,000                   --
                                                                 ------------         ------------
    Total current liabilities                                       9,916,719           16,626,041

LONG-TERM OBLIGATIONS
  Installment obligations to FCC                                   16,511,650           16,457,650
  Other                                                               508,678                   --

PREFERRED STOCK OF SUBSIDIARY
  Series A, B, C and D preferred stock of subsidiary              197,428,860          124,790,621
  Stock subscription receivable                                      (851,554)                  --
  Shares issued for future obligations                             (8,868,121)          (4,529,639)
  Shares issued to entities with a major investment in the
    preferred stock                                               (17,693,026)         (10,892,992)
                                                                 ------------         ------------
      Total preferred stock of subsidiary, net                    170,016,159          109,367,990

STOCKHOLDERS' DEFICIT
  Common stock                                                      2,472,247               55,342
  Additional paid-in capital                                          160,053              699,690
  Stock subscription receivable                                      (140,000)                  --
  Deficit accumulated during the development stage                (43,927,377)         (21,932,695)
                                                                 ------------         ------------
                                                                  (41,435,077)         (21,177,663)
                                                                 ------------         ------------
                                                                 $155,518,129         $121,274,018
                                                                 ============         ============
</TABLE>


See notes to condensed consolidated financial statements


                                       4
<PAGE>   5
                           STRUTHERS INDUSTRIES, INC.
                  (A MAJORITY OWNED SUBSIDIARY OF WINCO CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF OPERATIONS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                                   FROM INCEPTION
                                              THREE MONTHS ENDED                      NINE MONTHS ENDED          (JUNE 3, 1993) TO
                                                 SEPTEMBER 30,                          SEPTEMBER 30,              SEPTEMBER 30,
                                            1996               1995                 1996                1995            1996

<S>                                     <C>                <C>                 <C>                 <C>            <C>
REVENUES                                $   168,068        $         --        $    175,378        $      1,000   $    186,908
                                        -----------        ------------        ------------        ------------   ------------
GENERAL AND ADMINISTRATIVE
 Compensation and related                  (355,109)            146,495             477,022             418,798      2,239,960
 Management fee                              14,600                  --              14,600                  --        624,600
 Consulting and contract labor            2,440,271              63,847           8,327,791             189,920     11,355,074
 Financing commissions                      282,388             463,330           1,595,736             566,693      3,746,675
 General operating                        1,269,372             512,666           2,903,205             752,397      4,375,275
 Bad debt expense                        (1,009,837)                 --                  --                  --             --
 Lodging, meals and entertainment           705,582             302,117           1,463,097             618,554      2,502,194
 Office occupancy                            50,231              42,527             196,834             104,173        587,814
 Real estate operations                   4,996,571             326,075           5,071,068             331,181      5,491,638
 Energy operations                          151,164                  --             151,164                  --        151,164
 Research and development                        --                  --                  --             161,141        161,141
 Reserve on real estate held for
   investment                                    --           8,000,000                  --           8,000,000      8,000,000

                                        -----------        ------------        ------------        ------------   ------------
                                          8,545,233           9,857,057          20,200,517          11,142,857     39,235,535
                                        -----------        ------------        ------------        ------------   ------------
LOSS FROM OPERATIONS                     (8,377,165)         (9,857,057)        (20,025,139)        (11,141,857)   (39,048,627)
                                        -----------        ------------        ------------        ------------   ------------
OTHER INCOME (EXPENSE)
 Interest and other income                       --               6,795                  --               6,795        143,427
 Other deductions                           938,353               1,600          (1,219,118)                 --     (3,761,198)
 Interest expense                          (129,326)           (170,950)           (750,425)           (183,959)    (1,260,993)
                                        -----------        ------------        ------------        ------------   ------------
                                            809,027            (162,555)         (1,969,543)           (177,164)    (4,878,764)
                                        -----------        ------------        ------------        ------------   ------------
NET LOSS                                $(7,568,138)       $(10,019,612)       $(21,994,682)       $(11,319,021)  $(43,927,391)
                                        ===========        ============        ============        ============   ============

NET LOSS PER PRIMARY SHARE              $     (0.50)       $      (0.96)       $      (1.71)       $      (1.20)
                                        ===========        ============        ============        ============

WEIGHTED AVERAGE SHARES
  OUTSTANDING                            15,254,701          10,437,163          12,882,257           9,441,311
                                        ===========        ============        ============        ============
</TABLE>

See notes to condensed consolidated financial statements

                                       5
<PAGE>   6
                           STRUTHERS INDUSTRIES, INC.
                  (A MAJORITY OWNED SUBSIDIARY OF WINCO CORP.)
                         (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF STOCKHOLDERS' DEFICIT


<TABLE>
<CAPTION>
                                            COMMON STOCK            PAID-IN         STOCK        ACCUMULATED
                                         SHARES       AMOUNT        CAPITAL      SUBSCRIPTION      DEFICIT           TOTAL
<S>                                   <C>            <C>           <C>           <C>            <C>              <C>
BALANCE AT, January 1, 1996            55,342,000    $   55,342    $ 699,690     $      --      $(21,932,695)    $(21,177,663)

 Stock sold                               125,000           125           --                                             125

 Payment of expenses                      800,000           800                                                          800

 Future obligations                     1,565,000         1,565                                                        1,565

 Issuance of Founder shares            16,200,000        16,200      (16,200)

 Net loss                                                                                        (21,994,682)     (21,994,682)

 Reorganization                       (49,309,533)    2,398,215     (523,437)     (140,000)                         1,734,778
                                      -----------    ----------    ---------     ---------      ------------     ------------
BALANCE AT September 30, 1996          24,722,467    $2,472,247    $ 160,053     $(140,000)     $(43,927,377)    $(41,435,077)
                                      ===========    ==========    =========     =========      ============     ============
</TABLE>

See notes to condensed consolidated financial statements



                                       6
<PAGE>   7
                           STRUTHERS INDUSTRIES, INC.
                  (A MAJORITY OWNED SUBSIDIARY OF WINCO CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                           FROM INCEPTION
                                                              NINE MONTHS ENDED           (JUNE 3, 1993) TO
                                                                SEPTEMBER 30,               SEPTEMBER 30,
                                                          1996                1995                1996
<S>                                                 <C>                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                            $(21,994,682)       $(11,319,021)       $(43,927,391)
 Items not affecting cash:
  Bad debt                                                     --                  --                  --
  Depreciation                                              4,113                  --              57,279
  Amortization of annuity discount                             --                  --            (143,427)
  Expenditures paid by shareholder and related
    parties                                                    --                  --             610,000
  Loss on exchange of preferred shares                         --                  --           2,500,000
  Expenses paid with issuance of stock                 13,513,188             469,872          16,083,745
  Reserve on real estate held for investment                   --           8,000,000           8,000,000
  Gain on sale of marketable securities                   (45,000)                 --             (45,000)
 Decrease (increase) in assets:
   Accounts receivable                                    (51,931)                 --             (51,931)
   Inventories                                            (32,866)                 --             (32,866)
   Prepaid expenses and other assets                      463,254             108,000             356,595
 Increase (decrease) in liabilities:
   Accounts payable                                     1,747,865             752,616           2,828,309
   Accrued expenses                                       551,187             200,171           2,441,767
   Payroll taxes payable                                 (370,673)             49,586              98,329
                                                     ------------        ------------        ------------
                                                     $ (6,215,545)       $ (1,738,776)       $(11,224,591)
                                                     ------------        ------------        ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Net cash used for purchase of equipment             $   (121,208)       $    (15,000)       $   (136,208)
 Acquisition of licenses and property rights              (49,525)                 --             (49,525)
 Net cash acquired in reorganization                      303,722                  --             303,722
 Proceeds from sale of equity securities                   10,000                  --              10,000
                                                     ------------        ------------        ------------
                                                     $    142,989        $    (15,000)       $   127,989
                                                     ------------        ------------        ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Repay) bank overdraft                               $    198,914        $    (57,677)       $    198,914
Sale of debentures payable                                (36,630)                 --             506,670
Proceeds from notes payable                               748,749              56,213           1,310,978
Principal repayments                                      (16,651)                 --             (16,651)
Net loans from (to) affiliated companies                  (26,620)            (71,973)            (40,470)
Net loans from (to) others                                (65,928)           (159,897)            276,257
Issuance of preferred stock                             5,181,106           2,015,849           9,102,055
Common stock subscription collections                      70,000                  --              70,000
                                                     ------------        ------------        ------------
                                                     $  6,052,940        $  1,782,515        $ 11,407,753
                                                     ------------        ------------        ------------
</TABLE>

See notes to condensed consolidated financial statements

                                       7
<PAGE>   8
                           STRUTHERS INDUSTRIES, INC.
                  (A MAJORITY OWNED SUBSIDIARY OF WINCO CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           FROM INCEPTION
                                                              NINE MONTHS ENDED          (JUNE 3, 1993) TO
                                                                SEPTEMBER 30,               SEPTEMBER 30,
                                                            1996              1995               1996
<S>                                                     <C>               <C>             <C>
INCREASE (DECREASE) IN CASH                             $  (19,616)       $    28,739        $   311,151
CASH at beginning of period                                330,767                 --                 --
                                                        ----------        -----------        -----------
CASH at end of period                                   $  311,151        $    28,739        $   311,151
                                                        ==========        ===========        ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
 Interest paid                                          $  108,616        $    26,268        $   174,880
                                                        ==========        ===========        ===========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
  FINANCING TRANSACTIONS:
  Loans paid by issuing WINCOM preferred stock          $1,075,500        $        --        $ 1,275,500
  Fixed assets acquired by issuing WINCOM
   preferred stock:
    Cost of assets                                      $2,577,774        $   269,995        $ 2,837,771
    Expensed                                                85,892                 --            115,894
    Cash paid                                             (121,208)           (15,000)          (136,208)
                                                        ----------        -----------        -----------
                                                        $2,542,458        $   254,995        $ 2,817,457

  Common stock of WINCOM issued in exchange for:
    Paid-in capital                                     $   16,200        $        --        $    76,100
    Loans payable                                               --                 --            139,860
                                                        ----------        -----------        -----------
                                                        $   16,200        $        --        $   215,960

  Contract obligation issued for:
    Broadcast licenses                                  $       --        $        --        $12,500,000
    Real estate                                          1,183,000                 --          1,183,000
                                                        ----------        -----------        -----------
                                                        $1,183,000        $        --        $13,683,000

  Installment obligations to FCC assumed                $   54,000        $16,457,650        $16,511,650
  Demand loans assumed for real estate                   1,600,000                 --          1,600,000
  Note receivable for real estate, inventory and
    prepaid expense                                      7,959,595                 --          7,959,595
</TABLE>


See notes to condensed consolidated financial statements


                                       8
<PAGE>   9
                           STRUTHERS INDUSTRIES, INC.
                  (A MAJORITY OWNED SUBSIDIARY OF WINCO CORP.)
                          (A DEVELOPMENT STAGE COMPANY)
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                             FROM INCEPTION
                                                                  NINE MONTHS ENDED         (JUNE 3, 1993) TO
                                                                    SEPTEMBER 30,             SEPTEMBER 30,
                                                               1996               1995              1996
<S>                                                      <C>                 <C>            <C>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
  FINANCING TRANSACTIONS: (Continued)
  Preferred stock of WINCOM issued in exchange for:
    Broadcast licenses                                    $11,856,798        $ 50,060,733       $ 61,947,737
    Deposits on broadcast equipment build out                      --           4,600,080          4,600,080
    Real estate held for investment                         5,208,000          29,231,311         41,639,335
    Entities with a major investment in the Company         7,050,004          11,607,992         17,942,996
    Annuities                                              (6,500,000)          5,785,000                 --
    Property rights                                        12,000,030                  --         12,000,030
    Investment in unconsolidated related company                   --                  --            615,973
    Accrued commissions                                     1,328,024                  --          1,328,024
    Security device                                         4,406,711           4,317,578          9,364,066
    Property and equipment                                         --             254,995                 --
    Inventory                                                 165,033             238,014            603,687
    Payment of contract obligation                         13,683,000                  --         13,683,000
    Prepaid expenses                                          321,146             400,000            871,176
    Other licenses                                            444,024             232,497            676,520
    Trust deed receivable                                          --              49,151             49,151
    Loans receivable                                          472,562                  --            472,562
    Debentures                                                 53,300                  --            481,300
                                                          -----------        ----------         ------------
                                                          $50,488,632        $106,777,351       $166,275,637
                                                          ===========        ============       ============
  Assets acquired and liabilities assumed in
    reorganization:
      Accounts receivable - trade                         $   179,454        $         --       $    179,454
      Stock subscription receivable                            70,000                  --             70,000
      Marketable securities                                   104,183                  --            104,183
      Inventory                                               102,217                  --            102,217
      Prepaid expenses and other assets                       105,357                  --            105,357
      Loans receivable                                      4,093,602                  --          4,093,602
      Property and equipment, net                             690,988                  --            690,988
      Investment securities                                   525,000                  --            525,000
      Advances to WINCOM                                       29,996                  --             29,996
      Accounts payable                                       (173,773)                 --           (173,773)
      Accrued expenses                                       (413,304)                 --           (413,304)
      Long-term debt                                         (632,664)                 --           (632,664)
      Accrued settlement expense                           (3,250,000)                 --         (3,250,000)
      Equity in net assets acquired                        (1,734,778)                 --         (1,734,778)
                                                          -----------        ----------         ------------
        Cash received in reorganization                   $   303,722        $         --       $    303,722
                                                          ===========        ==========         ============
</TABLE>


See notes to condensed consolidated financial statements



                                       9
<PAGE>   10
                           STRUTHERS INDUSTRIES, INC.
                  (A MAJORITY OWNED SUBSIDIARY OF WINCO CORP.)
                          (A DEVELOPMENT STAGE COMPANY)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

A.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

         Struthers Industries, Inc. ("Struthers" or the "Company") was
         incorporated in the State of Delaware on February 2, 1965. On September
         5, 1996, Struthers entered into an Agreement and Plan of Reorganization
         by and among Struthers, WINCOM Corp. ("WINCOM") and WINCO Corp.
         ("WINCO") wherein Struthers agreed to issue to WINCO One Hundred
         Thirty-Eight Million Four Hundred Ninety Thousand Eight Hundred
         Fifty-Six (138,490,856) shares of its common stock in exchange for one
         hundred percent (100%) of the issued and outstanding shares of common
         stock of WINCOM (the "Agreement"). At the closing, Struthers issued
         Thirteen Million (13,000,000) shares of common stock to WINCO, which
         leaves a balance of One Hundred Twenty-Five Million Four Hundred Ninety
         Thousand Eight Hundred Fifty-Six (125,490,856) shares of its common
         stock to be issued to WINCO. (All of the above common share amounts are
         prior to the .425 for one reverse split to be effected by Struthers
         upon the filing of its Restated Certificate of Incorporation).

         It is intended that the Restated Certificate of Incorporation will
         include the following changes:

         -       The par value of the common stock will be reduced from $0.10
                 per share to $0.01 per share;

         -       The common stock will be reverse split with .425 shares
                 exchanged for each share currently issued and outstanding;

         -       The name of the Company will be changed to WINCOM Corp.;

         -       The authorized shares of common stock will increase from
                 Twenty-Five Million (25,000,000) to Ninety-Eight Million
                 (98,000,000).

         After receipt of the Restated Certificate of Incorporation, the Company
         will issue the remaining One Hundred Twenty-Five Million Four Hundred
         Ninety Thousand Eight Hundred Fifty-Six (125,490,856) shares to WINCO,
         which after the reverse split will result in the issuance of
         Fifty-Three Million Three Hundred Thirty-Three Thousand Six Hundred
         Thirteen (53,333,613) shares of common stock, at which time WINCO will
         own approximately 92% of the issued and outstanding common stock of the
         Company.


         PRINCIPLES OF CONSOLIDATION

         The reorganization discussed above is being accounted for as a reverse
         merger, wherein the operations of WINCOM become the historical
         operations of the combined companies with the continuing operations of
         Struthers being included only after the completion of the acquisition.
         Accordingly, the condensed consolidated financial statements include
         the accounts of WINCOM and its wholly-owned subsidiaries from
         inception, June 9, 1993, and include the accounts of Struthers and the
         subsidiaries which it wholly owned prior to the reorganization from
         September 5, 1996.


         The consolidated financial statements of WINCOM include the following
         wholly-owned subsidiaries which hold ownership of real estate and
         broadcast licenses pending the completion of the reorganization
         discussed above and are not actively engaged in business:

                                       10
<PAGE>   11
<TABLE>
<S>                                                  <C>
         Bayshore Interactive Partners               P. Kouri Corp.
         Capital Hills Development Corporation       P.A.W. Inc.
         Capital Hills Holding                       Pacific Inter-Neighborhood Network, Inc.
         Central Inter-Neighborhood, Inc.            Shaker IVDS Partners, Inc.
         Interactive Innovations Corp.               South Central Inter-Neighborhood Network, Inc.
         L.C.I. Investments, Inc.                    South Eastern Inter-Neighborhood Network, Inc.
         LNN Intellectual Properties                 South Western Inter-Neighborhood Network, Inc.
         Mager, Inc.                                 Midwestern Inter-Neighborhood Network, Inc.
         Toma Kouri Corp.                            North Central Inter-Neighborhood Network, Inc.
         V.W.Y. Thermal, Inc.                        North Eastern Inter-Neighborhood Network, Inc.
         WCI Partners, Inc.                          Westborn Development
</TABLE>

         The consolidated financial statements of Struthers before the
         organization included the following wholly-owned subsidiaries:

<TABLE>                               
<S>                                          <C>
         Peacock Aerospace, Inc.             Kinder Gas Processing Corporation
         Liberal Hull Company         
</TABLE>                              

         Struthers and WINCOM are collectively referred to herein as the
         "Company".

         The condensed financial statements included in this report have been
         prepared by the Company pursuant to the rules and regulations of the
         Securities and Exchange Commission for interim reporting and include
         all adjustments (consisting only of normal recurring adjustments) which
         are, in the opinion of management, necessary for a fair presentation.
         These financial statements have not been audited. The condensed
         consolidated balance sheet at December 31, 1995 included in this report
         has been derived from the audited consolidated balance sheet.

         Certain information and footnote disclosures normally included in
         financial statements prepared in accordance with generally accepted
         accounting principles have been condensed or omitted pursuant to such
         rules and regulations for interim reporting. The Company believes that
         the disclosures contained herein are adequate to make the information
         presented not misleading. However, these financial statements should be
         read in conjunction with the financial statements and notes thereto for
         the year ended December 31, 1995 which are included in the Struthers
         Form 8-K/A and dated September 5, 1996 and the financial statements and
         notes thereto included in the Annual Report of Struthers on Form 
         10-KSB, as amended by Form 10-KSB/A for the year ended December 31, 
         1995. The financial data for the interim periods presented may not 
         necessarily reflect the results to be anticipated for the complete 
         year. Certain reclassifications of the amounts presented for the 
         comparative period have been made to conform to the current 
         presentation.


         NATURE OF OPERATIONS

         The Company is currently in the development stage of operations
         concentrating its efforts on raising capital, product research and
         development, marketing its services, seeking acquisitions, and
         acquiring the necessary assets to begin business operations. WINCOM
         acquired most of its assets by issuing its preferred stock in
         acquisitions which are contingent upon the completion of the
         reorganization agreement discussed above.

B.       STOCK OPTIONS AND WARRANTS

         During 1995, the Company established its 1995-1996 stock option plan
         which reserved 2,500,000 common shares for certain employees, directors
         and consultants to purchase the

                                       11
<PAGE>   12
         Company's common stock. During 1995, options to acquire 2,335,000
         shares were granted and exercised. As of September 30, 1996 there
         continues to remain available options to acquire 165,000 shares of the
         Company's common stock under this plan which are available for grant
         until December 31, 1996.

         During August 1996, the Company established its 1996-1997 stock option
         plan which reserved 2,000,000 common shares for certain employees,
         directors and consultants to purchase the Company's common stock. As of
         September 30, 1996 no options to acquire shares of the Company's common
         stock under this plan have been granted. The options are available for
         grant until December 31, 1998.

         As of January 1, 1996, there were warrants outstanding to acquire
         140,000 shares of the Company's common stock at $1.75 per share. During
         the nine months ended September 30, 1996, warrants were exercised for
         cash to acquire 95,000 shares. There remains one warrant to acquire
         45,000 shares of the Company's common stock outstanding at September
         30, 1996 which expires December 1, 1996.

         As of September 30, 1996, there were stock subscription receivables in
         the amount of $140,000 which is recorded as a reduction in
         stockholders' equity.

C.       INCOME TAXES

         The Company follows SFAS No. 109, "Accounting for Income Taxes".

         Deferred income taxes reflect the net tax effects of temporary
         differences between the carrying amounts of assets and liabilities for
         financial reporting purposes and the amounts used for income tax
         purposes, and operating loss and tax credit carryforwards. SFAS No. 109
         requires that a valuation allowance be established to reduce deferred
         tax assets to the amount that is more likely than not to be realized.

D.       COMMITMENTS, CONTINGENCIES AND SETTLEMENTS

         During 1994, two actions were filed against the Company and certain of
         its current and former directors. The claimants' actions were treated
         as class actions and alleged that the Company and the named individuals
         violated Sections 10(b), 10(b)-5 and 20(a) of the Securities and
         Exchange Act of 1934 and rules and regulations thereunder by
         perpetrating a fraud on the market by causing false and misleading
         statements concerning the Company to be made to the investing public.

         On or about July 15, 1995, the Company and the other parties in these
         actions reached an agreement in principle to settle both actions. The
         parties executed a memorandum of understanding which incorporated all
         the terms of the settlements in the respective lawsuits. On or about
         April 16, 1996, the parties slightly modified the terms of the proposed
         settlement (but not the total settlement amount) which now call for
         total payments by February 15, 1997 of $1.9 million plus interest by
         the Company. As of November 1, 1996, the Company had paid a total of
         $500,000 into the settlement fund. The total amount of the settlement
         will increase to $3.75 million plus interest when the remaining shares
         issuable to WINCO under the Agreement are issued. The Company accrued
         the entire amount of $3,750,000 as a settlement expense in 1995.

         The Company has secured the payment of the balance of $3.25 million
         through the issuance of two million shares of authorized but unissued
         common stock into trust for the benefit of the class members, which
         shares will be registered by the Company in an

                                       12
<PAGE>   13
         anticipated public offering in late 1996 or early 1997. In addition,
         the Company has executed two consent judgments to be held by
         Plaintiffs' counsel pending the receipt of the full settlement. One
         judgment in the amount of $1.4 million could have been filed of record
         and executed upon in the event that the Company did not enter into the
         transaction with WINCOM by September 1, 1996. The remaining judgment of
         $1.85 million may be executed upon if the Company fails to make the
         total amount of the settlement payments due. In any event, the total
         sum to be collected on behalf of the plaintiffs shall not exceed the
         sum of $3.75 million plus interest. The definitive settlement agreement
         incorporating the terms of the memorandum of understanding was executed
         by the parties and filed with the United States District Court for the
         Northern District of Oklahoma (the "Court") on June 27, 1996. The Court
         entered its preliminary approval of the settlement on June 28, 1996. On
         October 21, 1996, the Court held a hearing on the settlement, at which
         time it approved the terms of the settlement by entering its order of
         Final Judgment and Order of Dismissal. The Court also dismissed the
         pending actions with prejudice in such order.

         In a meeting with representatives of the Company on July 30, 1996, the
         Securities and Exchange Commission ("SEC") informed the Company that it
         had opened an informal inquiry in connection with certain past
         statements, projections and claims concerning the assets, business
         prospects and future operating results of WINCOM and the future market
         value, prices and trading in the Company's Common Stock which were not
         accompanied by disclosures of certain material facts concerning those
         matters or of material risks concerning WINCOM's business. No
         adversarial proceedings have been commenced by the SEC. The Company is
         cooperating with the staff of the SEC in its inquiry.

         The SEC did not review the Company's Amendment No. 1 to its Proxy
         Statement which was filed June 14, 1996. Specifically, by letter dated
         June 26, 1996, the staff of the SEC advised the Company that it would
         not be in a position to comment further on the revised preliminary
         proxy statement of Struthers until it received information it had
         requested concerning the projections or similar claims made by the
         President of WINCOM and a financial analyst during a certain
         teleconference ("Teleconference"), statements made in the May 1 letter
         to WINCOM's shareholders, and in other communications to the public.

         During the Teleconference, various projections and other claims were
         made by or on behalf of WINCOM or the Company and statements were made,
         which in some instances, were inconsistent with information in the
         amended preliminary proxy statement which was later filed with the SEC.
         Because the statements made during the Teleconference did not include
         all material facts regarding the values of WINCOM's assets, its
         corresponding liabilities or the risks of WINCOM's potential risks and
         rewards, investors should not rely upon the material facts presented.
         Similarly, all predictions of price performance and other claims made
         during the Teleconference were based, in part, upon the speaker's
         perception of market conditions and related industries in general.
         There can be no assurance of future market value, prices or trading in
         the Company's Common Stock.

         Additionally, due to the inexperience of WINCOM's president with
         respect to securities matters, certain statements in the May 1 letter
         relating to SEC's review of the proxy statement of the Company were
         incorrect, including the following statements: that the comments of the
         SEC staff were "cursory" in nature; that the SEC staff had "completed"
         its review and would give a "green light" to the proxy material; and
         that the staff's comments would be responded to by May 10, 1996. The
         SEC staff's comments were substantive and extensive and its review was
         not then completed and neither the SEC nor its staff is authorized to
         approve disclosure documents. Moreover, due to the restructuring of the
         proposed transaction with WINCOM, Struthers did not respond to the SEC
         staff's comments by May 10, 1996. Additionally, subsequent statements,
         including those in a press release dated July 31, 1996, and the
         Company's quarterly report on Form 10-QSB for the quarter ended June
         30, 1996, concerning the status of the Company's preliminary proxy
         material or

                                       13
<PAGE>   14
         the proposed transaction between WINCOM and the Company did not
         disclose the SEC's inquiry about the statements in the May 1 letter,
         the Teleconference or other communications.

         Past statements, projections and claims concerning the assets, business
         prospects and future operating results of WINCOM and the future market
         value, prices and trading in the Company's Common Stock not accompanied
         by disclosure of certain material facts concerning those matters or of
         material risks concerning WINCOM's business, should not be relied upon.
         Investors who relied upon such statements, projections and claims in
         connection with transactions in the common stock of the Company may
         have claims under the federal securities laws and other remedies, if
         they suffered damage as a result. Although the Company believes that it
         has defenses to any such claims, if asserted, there can be no assurance
         that such defenses would be successful. Accordingly, the potential
         liability created by any such claims could materially adversely impact
         the operations and financial position of the Company and thus could
         constitute additional material risks to investors in the Company's
         Common Stock.


E.       SUBSIDIARY PREFERRED STOCK

         WINCOM has authorized four series of its preferred stock.

         PREFERRED "A" STOCK - Its $16.67 Series "A" Cumulative Convertible
         Preferred Stock is convertible into two common shares and accrues
         dividends at 10% per year. The Board of Directors has not authorized
         payment of accrued dividends.

         PREFERRED "B" STOCK - Its $16.67 Series "B" Convertible Preferred Stock
         is convertible into one and one-half common shares and has an annual
         dividend of 7.5%.

         PREFERRED "C" STOCK - Its $16.67 Series "C" Convertible Preferred Stock
         is convertible into two common shares and has an annual dividend of 7%.

         PREFERRED "D" STOCK - Its $42.00 Series "D" Cumulative Convertible
         Preferred Stock is convertible into one and one-half common shares,
         with the restriction that the stock may not be converted for two years
         following the date of issuance, or until the Company's common stock has
         been trading at a price of $50 per share or more for nine consecutive
         days, which ever occurs first. The shares accrue dividends at 5% per
         year. The Board of Directors has not authorized payment of accrued
         dividends.


                                       14
<PAGE>   15
         The following table summarizes the WINCOM Preferred Stock 
         transactions since January 1, 1996:


<TABLE>
<CAPTION>
                                                      SHARES             AMOUNT
<S>                                                 <C>               <C>
PREFERRED "A" STOCK
 Balance January 1, 1996                               656,979        $ 10,834,089
 Stock sold                                            302,386           5,036,629
 Void purchase of investments with stock               (59,988)         (1,000,000)
 Acquisition of assets                                   1,500              25,005
 Payment of expenses                                     4,740              79,016
 Future obligations                                     (9,930)           (165,532)
                                                     ---------        ------------
                                                       895,687        $ 14,809,207
                                                     =========

PREFERRED "B" STOCK
 Balance January 1, 1996                             1,199,103        $ 19,989,032
 Investment in entities with a major investment
   in WINCOM stock                                     578,884           9,649,997
 Void purchase of investments with stock              (585,483)         (9,760,009)
 Acquisition of assets                                   3,600              60,022
 Payment of expenses                                       800              13,336
 Future obligations                                      2,999              49,993
                                                     ---------        ------------
                                                     1,199,903        $ 20,002,371
                                                     =========

PREFERRED "C" STOCK
 Balance January 1, 1996                             5,636,924        $ 93,967,500
 Void purchase of investments with stock                (2,400)            (40,008)
 Acquisition of assets                                  66,605           1,106,989
 Payment of expenses                                   235,956           3,933,392
 Future obligations                                     51,363             616,173
                                                     ---------        ------------
                                                     5,988,448        $ 99,584,046
                                                     =========

PREFERRED "D" STOCK
 Balance January 1, 1996                                    --        $         --
 Forbearance                                            41,322           1,735,524
 Payment of debt                                        24,775           1,040,528
 Acquisition of assets                               1,198,613          50,341,722
 Payment of expenses                                    74,995           3,149,790
 Future obligations                                    161,075           6,765,672
 Issued as incentive to shareholders                    21,755                  --
                                                     ---------        ------------
                                                     1,522,535        $ 63,033,236
                                                     =========
Balance September 30, 1996                                            $197,428,860
                                                                      ============
</TABLE>




                                       15
<PAGE>   16
ITEM 2.  MANAGEMENT'S PLAN OF OPERATION

         It is currently contemplated that the principal office of the Company
         will be moved to WINCOM's existing principal office in Los Angeles. The
         Company is now being operated by its Board of Directors: Sean P.
         O'Keefe, Co-Chairman and President of WINCOM and President of
         Struthers, a Director of WINCO, Raoul L. Carroll, Director and
         Chief Operating Officer of WINCOM, James L. DeWalt, Director and Chief
         Financial Officer of WINCOM and G. David Gordon, Secretary of
         Struthers and former Acting President of Struthers. It is anticipated
         that Raoul L. Carroll will be named Co-Chairman of the Company, and
         Jarius L. DeWalt will be named Executive Vice President and Chief
         Financial Officer of the Company at a Directors' Meeting scheduled for
         November 21, 1996. Additionally, the Company is interviewing various
         industry telecommunications professionals to complete the management
         team. When these decisions are made, Mr. O'Keefe will step down as
         President in favor of the new president to be hired and take the
         position of Co-Chairman and Secretary. Mr. Gordon will step down as
         both Secretary and Director when both new officers are hired.

         The new management team currently intends to implement the revised
         WINCOM Business Plan, which the Company adopted in connection with the
         Agreement, which focuses on developing Interactive Video and Data
         Service ("IVDS") systems. Management will also continue to supervise
         the Company's remaining energy-related operations. However, it is
         currently contemplated that these operations will be reduced and
         ultimately liquidated so that the Company can focus on the
         implementation of the WINCOM Business Plan.

         Pursuant to the WINCOM Business Plan, the Company will seek to develop
         and deploy commercial applications for IVDS systems pursuant to IVDS
         licenses to be acquired pursuant to the IVDS acquisition agreements and
         various letters of intent. The Company's immediate emphasis will be on
         processing all of the required FCC transfer documentation to vest the
         licenses currently under contract in the Company, and to finalize the
         closing of the IVDS acquisition agreements and the transactions
         contemplated thereby. WINCOM and the Company may seek waivers of FCC
         rules to permit the assumption by the Company of various installment
         payments currently associated with the licenses. There can be no
         assurance that the FCC will grant these waivers. In addition, current
         FCC regulations requires IVDS licensees to have IVDS systems in place
         by certain benchmark dates in order to avoid forfeiture of the
         licenses. Historically, the FCC has granted waivers of such
         requirements in connection with start-up technologies such as IVDS.
         However, there is no assurance that the FCC will provide any of such
         waivers if WINCOM is unable to meet these benchmark build-out
         requirements.

         The Company plans to establish its national IVDS network utilizing
         strategic alliances to provide data transmission services for the
         utility industry focusing initially on the top three IVDS utility data
         transmission services: 1) utility metering, 2) electrical grid control
         (supply/demand side management) and HVAC/home appliance control (smart
         home). The planned infrastructure for these services will allow one
         hundred percent market coverage in each licensed market built-out by
         the Company, which is necessary to attract the utility as customers.
         The Company has begun exploratory discussions with both utility
         strategic partners and non-utility potential financial partners in
         order to undertake a more rapid penetration of the various
         IVDS-licensed MSAs. In working with two potential strategic utility
         partners, the Company is developing at least two Alpha test sites and
         is finalizing its cost estimates for a comprehensive build-out of the
         national system. Current estimates for the total cost of building the
         infrastructure for the first 8000 homes is approximately $5.7 million.

         The Company will require significant amounts of capital for research
         and development of its proprietary national wireless communications
         network and related products and services, investments in the
         installation and testing of such network, related sales and marketing
         and general and administrative expenses. Historically, WINCOM has
         satisfied its liquidity requirements primarily through external
         financings, including private placements of equity

                                       16
<PAGE>   17
         and debt securities and interest income derived from the investment of
         the proceeds of its financing activities.

         Deployments of the Company's IVDS wireless communications networks will
         require substantial additional capital. In addition, funds will be
         required for further enhancements to the system software, firmware,
         hardware and other equipment to increase the speed, capacity and
         functionality of the system, to enhance system productivity over time
         and to expand the scope of utility and other network information
         services that may be offered by the Company's IVDS system. The Company
         currently estimates that total funds required for capital expenditures
         relating to the build-out of its IVDS communications network over the
         next 12 months will be approximately $35 to $50 million. However, the
         actual funds to be required will depend on the number of contracts the
         Company receives in each regional MSA and the corresponding number of
         homes in each MSA. The timing of cash needs will be dependent in large
         part on the speed with which various regulatory approvals are obtained
         for the various components of the Company's businesses. The Company has
         a best efforts commitment for an equity offering of approximately $35
         million subject to certain conditions, including required due diligence
         activities. However, there can be no assurance that the Company can
         complete such offering successfully. Additional sources of capital may
         include project or conventional bank financing, public and private
         offerings of debt and equity securities and cash generated from
         operating activities which will provide financing for the installation
         of the WINCOM networks under its proposed strategic alliance with
         Quantum Controls Systems LLC, (Ameritech, Inc.'s Energy Management
         Group) additional strategic alliances and traditional project
         financing. There can be no assurance that the Company will be
         successful in obtaining any such borrowing or consummating any such
         offering.

         The Company believes these financing sources, if successfully obtained,
         together with existing cash, cash equivalents and anticipated interest
         income and other revenue, will be sufficient to meet its cash
         requirements for at least the next 12 months. Thereafter, the Company
         and WINCOM expects that it will require substantial additional capital.
         The extent of additional financing will depend on the success of the
         Company's business. Although the Company is currently unable to predict
         the amount of expenditures to be made after 1997 with respect to the
         IVDS network, it expects that cash used for the construction and
         installation of licensed MSA infrastructures and networks and for the
         purchase of property and equipment will increase substantially as and
         when the Company obtains service agreements with utilities, and that
         the Company will require significant amounts of additional capital from
         external sources. The Company expects to incur significant operating
         losses and to generate increasingly negative net cash flow during the
         next several years while it develops and installs its national IVDS
         network communications systems. There can be no assurance that
         additional financing will be available to the Company or, if available,
         that it can be obtained on terms acceptable to the Company. Future
         financing may be dilutive to existing stockholders of the Company.
         Failure to obtain such financing could result in the delay or
         abandonment of some or all of the Company's development and expansion
         plans and expenditures, which could limit the ability of the Company to
         meet its future debt service requirements and could have a material
         adverse effort on the Company's business and on the value of the
         Company's Common Stock.

         In order to finance the extensive build-out, the Company is exploring
         the viability of selling minority interests in one or more or all of
         the eight regional IVDS operating companies that are anticipated
         eventually to hold the various licenses in each region, and/or the
         formation of various strategic partnerships, particularly for various
         national applications such as home security and utility meter reading.
         Although the Company has had a number of discussions with potential
         strategic partners, no assurances can be given that such discussions
         will result in any such partnership. The Company currently expects that
         a substantial portion of its future financing will be at the subsidiary
         level on a project basis. The Company expects to obtain third party
         financing for the construction of IVDS wireless networks based on the

                                       17
<PAGE>   18
         projected cash flow expected to be generated from such projects, after
         WINCOM has entered into a long-term services contract with a utility.
         The Company expects that the recurring revenue stream from this type of
         long-term services contract will support the amortization of debt
         incurred for the project involved. As a result, the Company does not
         anticipate deriving any significant cash from operations for several
         years.

         When economically feasible, the Company intends to pursue the
         commercial exploitation of the IVDS licenses, particularly focusing on
         the various utility industry applications (meter reading, peak demand
         control and energy monitoring). To date, the Company has no binding
         commitments for the commercial utilization of any IVDS systems, and
         there can be no assurance that the Company will obtain any such
         commitments.

         The final prong of the Company's plan of operations is to evaluate a
         range of strategic alternatives, including industry acquisitions,
         strategic alliances, joint ventures and long-term distribution and
         licensing agreements with other industry participants to further the
         implementation of the WINCOM Business Plan. The Company expects that a
         significant portion of the proposed acquisitions and alliances will
         complement the technology and IVDS components of the WINCOM Business
         Plan. Additionally, "fill-in" acquisitions and strategic alliances will
         be sought to enhance the national footprint of the Company's IVDS
         business by acquiring access to additional markets.

         The Company currently uses a number of contractual services for
         strategic staffing functions. Although a significant percentage of
         technical expertise will continue to be provided through these
         contractual relations, it is anticipated that the Company will need to
         staff up significantly over current levels. The Los Angeles office is
         anticipated to have approximately 15 full time employees over the next
         12 months. Therefore, staffing will depend on the speed with which IVDS
         systems in individual markets become operational. Given the significant
         federal regulation for the Company's key businesses, the Washington 
         D.C. office is anticipated to have three employees initially, but may
         grow as the IVDS business increases its revenues. It is anticipated 
         that the office in New York will have five employees initially to 
         oversee financial and capital market matters and shareholder 
         relations. The Company anticipates building a regional marketing 
         staff for the IVDS services of from 8 to 24 persons during the twelve 
         months following the execution of the Agreement on September 5, 1996 
         (depending on the timing of IVDS licenses transfers) and the Company's
         ability to profitably ramp-up test market sales for key IVDS services
         such as advanced utility automation.

         While the management of both WINCOM and the Company believe that the
         reorganization, together with the implementation of the WINCOM Business
         Plan, presents a viable approach for the Company, there are numerous
         factors, including competition, financing, technology and others, which
         may impede the implementation of the WINCOM Business Plan and the
         ultimate success of the Company following the reorganization. As a
         consequence of these factors, management may be required to modify the
         WINCOM Business Plan as it is being implemented. There can be no
         assurance that the objectives of the WINCOM Business Plan will be
         realized or that the reorganization and the implementation of the
         WINCOM Business Plan will ultimately result in revenue or profits for
         the Company.

         The statements contained under the heading "Management's Plan of
         Operations" are forward looking and based on current expectations. The
         business of the Company following the closing, and especially whether
         the components of the WINCOM Business Plan will be implemented
         successfully and on schedule, is subject to the many risks and
         uncertainties, discussed above. These factors could cause the actual
         results of the Company to differ materially from current expectations.

                                       18
<PAGE>   19
                                     PART II

                                OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS

                  As discussed in the notes to the condensed consolidated
                  financial statements, the Company and the other parties in all
                  material pending actions have reached an agreement to settle
                  such actions, which agreement was approved by the United
                  States District Court for the Northern District of Oklahoma on
                  October 21, 1996. See Note D above.


ITEM 5.           OTHER INFORMATION

                  As discussed in the notes to the condensed financial
                  statements, on September 5, 1996 Struthers, WINCOM and WINCO
                  executed an Agreement and Plan of Reorganization which
                  transfers 100% ownership of WINCOM to Struthers in exchange
                  for Struthers' common stock.


ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits - Exhibit No. 27 (Financial Data Schedule)

         (b)      Reports on Form 8-K - (i) The Company filed Form 8-K dated
                  August 29, 1996, wherein it reported the sale of all of its
                  ownership of the common stock of Rose International Ltd. The
                  Form 8-K included pro forma financial statements as of June
                  30, 1996 and for the six months then ended, as well as, the
                  year ended December 31, 1995. (ii) The Company filed Form 8-K
                  dated September 5, 1996 which was later supplemented with Form
                  8-K/A to report the Agreement and Plan of Reorganization which
                  is discussed in the notes to the condensed consolidated
                  financial statements. The audited financial statements of
                  WINCOM as of December 31, 1995 and for the years then ended
                  and the unaudited financial statements of WINCOM as of June
                  30, 1996 and the six months then ended together with the pro
                  forma statements giving effect to the reorganization are
                  included in the Form 8-K/A.


                                    SIGNATURE

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

                                         STRUTHERS INDUSTRIES, INC.




Date:  November 19, 1996                 By:  /s/ Sean P. O'Keefe
       -----------------                      -----------------------
                                              Sean P. O'Keefe
                                              President and
                                              Chief Financial Officer




                                       19