UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC. 20549


                                FORM 10-QSB/A

(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended September 30, 1995

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

     For the transition period from ____________________ to __________________

Commission file number: 1-12572

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


                Delaware                               59-2158586
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

           16910 Dallas Parkway, Suite 100, Dallas, Texas 75248
                 (Address of principal executive offices)

                              (214) 248-1922                       
                        (Issuer's telephone number)


______________________________________________________________________________
(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 Securities Exchange Act of 1934 during the past
     12 months (or for such shorter period that the registrant was required to 
     file such reports), and (2) had been subject to such filing requirements 
     for the past 90 days.   
                            Yes [ X ]   No [   ]

     The number of shares outstanding of the common stock of the registrant on 
     November 8, 1995, the latest practicable date, was 14,330,755.

<PAGE>
<TABLE>
                             TABLE OF CONTENTS
<CAPTION>
<S>       <C>                                   
Item                                              Numbered
Number                                              Page

Part I

     1    Financial Statements . . . . . . . . . . . .1
     2    Management's Discussion and 
          Analysis of Financial Condition 
            and Results of Operations  . . . . . . . .7 
     
Part II

     1    Legal Proceedings  . . . . . . . . . . . . N/A

     2    Changes in Securities  . . . . . . . . . . N/A 

     3    Defaults Upon Senior Securities  . . . . . N/A 

     4    Submission of Matters to a Vote of Security
          Holders . . . . . . . . . . . . . . . . . . 12

     5    Other Information  . . . . . . . . . . . . N/A 

     6    Exhibits and Reports on Form 8-K . . . . . N/A 

</TABLE>
<PAGE>

<TABLE>
                    S.O.I. INDUSTRIES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS                       
       
<CAPTION>                  
                                                    September 30,     June 30,
                                                        1995            1995
                                                     (Unaudited)
                                                     -----------    -----------
<S>                                               <C>             <C>
ASSETS                       
                         
Current assets:                         
     Cash and cash equivalents                    $      55,357   $    203,410
     Restricted cash                                    500,000        500,000
     Marketable securities                              261,536        923,212
     Accounts receivable, less allowance 
       for doubtful accounts of $312,670 
       at September 30, 1995 and $1,087,262 
       at June 30, 1995                               4,146,678      3,666,972
     Inventories                                      2,933,373      3,152,456
     Prepaid expenses and other                         778,647        632,484
     Deferred income taxes                              179,976        179,976
                                                     -----------    -----------
          Total current assets                        8,855,567      9,258,510
                                                     -----------    -----------
                         
Property, plant and equipment, net of                       
     accumulated depreciation                         2,727,763      2,837,109
Investment in Digital Communications 
     Technology Corporation                           3,104,316      3,027,191
Goodwill, net of accumulated amortization             2,063,478      2,104,265
Other assets                                            362,015        356,444
                                                     -----------    -----------
               Total assets                       $  17,113,139   $ 17,583,519
                                                     ===========    ===========
                         

LIABILITIES AND STOCKHOLDERS' EQUITY                   
                         
Current liabilities:                         
     Revolving lines of credit                    $   4,360,627   $  4,557,421
     Current maturities of long-term debt               443,166        438,420
     Trade accounts payable                           3,891,002      3,583,438
     Accounts payable, affiliate                        492,318        601,736
     Accrued liabilities                                937,426        984,383
                                                     -----------    -----------
          Total current liabilities                  10,124,539     10,165,398
                                                     -----------    -----------
                         
Long-term debt, less current maturities               1,141,176      1,233,615
Capital lease obligations, net of current 
     maturities                                         506,000        516,800
Deferred income taxes                                   179,976        179,976
Other                                                      -            80,472
                                                           
Commitments and contingencies                     
                         
Stockholders' equity:                        
     Common stock, par value $0.000025; 20,000,000 
        shares authorized, 12,773,862 and
        12,745,457 shares outstanding at September 
        30, 1995 and June 30, 1995, respectively            319            319
     Additional paid-in capital                       6,833,673      6,769,560
     Less shares deemed treasury stock; 1,556,893 
        and 1,585,298 shares at September 30, 
        1995 and June 30, 1995, respectively           (587,574)      (598,162)
     Accumulated deficit                               (655,422)       (75,291)
     Due from ESOP                                     (324,652)      (355,089)
     Net unrealized holding loss on investment 
        securities                                     (104,896)      (334,079)
                                                     -----------    -----------
          Total stockholders' equity                  5,161,448      5,407,258
                                                     -----------    -----------
                         
               Total liabilities and stockholders' 
                  equity                          $  17,113,139   $ 17,583,519
                                                     ===========    =========== 
                         
</TABLE>                         
                         
The accompanying notes are an integral part of the financial statements
                                     1
<PAGE>

<TABLE>
                      S.O.I. INDUSTRIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF INCOME
                                     (unaudited)
       
<CAPTION>                  
                                                     For the three months ended
                                                            September 30,
                                                      1995<F1>       1994<F2>
                                                      -----------    -----------
<S>                                               <C>             <C>
Net sales                                         $   5,827,768   $ 10,616,640
                                                     -----------    -----------
Costs and Expenses:                     
     Cost of goods sold (exclusive of 
       depreciation and amortization, 
       shown separately below)                        4,992,034      8,525,578
     Research and development (exclusive
       of depreciation and amortization,
       shown separately below)                                         412,000
     Selling expenses (exclusive of depreciation                 
       and amortization, shown separately below)        500,446        838,624
     General and administrative expenses 
       (exclusive of depreciation and 
       amortization, shown separately below)            682,413      1,349,642
     Depreciation and amortization                      165,686        380,478
                                                     -----------    -----------
          Total costs and expenses                    6,340,579     11,506,322
                                                     -----------    -----------
               Operating loss                          (512,811)      (889,682)
                                                     -----------    -----------
Other income (expense):                      
     Gain on sales of securities                         54,146        338,009
     Gain on equity investment in Digital 
        Communications Technology Corporation            95,209           -
     Settlement of lawsuit                                             750,000 
     Interest and other income                              733          7,071
     Interest and other expense                        (217,408)      (264,569)
                                                     -----------    -----------
                                                        (67,320)       830,511
                                                     -----------    -----------
        (Loss) income before provision for 
           income taxes and minority interest          (580,131)       (59,171)
(Benefit) provision for income taxes                       -           237,263
                                                     -----------    -----------
     Loss before minority interest                     (580,131)      (296,434)
     Minority interest in net income
        of consolidated subsidiary                         -            98,699
                                                     -----------    -----------
                    Net loss                      $    (580,131)  $   (395,133)
                                                     ===========    ===========
                         
Weighted average shares of common
     stock outstanding                               12,773,862     10,903,340
                                                     ===========    ===========
                         
                         
Net loss per share                                $       (0.05)  $      (0.04)
                                                     ===========    ===========
<FN>
<F1> The September 30, 1995 financial statements account for the investment 
        in Digital Communications Technology Corporation using the equity 
        method.
<F2> The September 30, 1994 financial statements account for the investment
        in Digital Communications Technology Corporation using the
        consolidation method.
</FN>
</TABLE>
                         
The accompanying notes are an integral part of the financial statements
                                  2
<PAGE>

<TABLE>
                   S.O.I. INDUSTRIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                    For the three months ended
                                                            September 30,
                                                         1995          1994
                                                     (Unaudited)    (Unaudited)
                                                     -----------    -----------
<S>                                               <C>             <C>
Cash flows from operating activities:  
     Net loss                                     $    (580,131)  $   (395,133)
                                                     -----------    -----------
     Adjustments to reconcile net income 
       to net cash used in operating 
       activities:
          Depreciation and amortization                 165,686        380,478
          Provision for doubtful accounts                               66,896
          Reserve for inventory obsolescence                            36,000
          Stock issued to employees for compensation                    69,696
          Gain on sales of marketable securities        (54,146)      (338,009)
          Gain on equity investment in Digital 
             Communications Technology Corporation      (95,209)
          Increase in accounts receivable              (479,706)    (1,339,794)
          Decrease in inventories                       219,083        247,079
          Increase in prepaid expenses and other       (146,163)      (676,709)
          Increase in accounts payable                  307,564      2,553,177
          Decrease in accrued liabilities               (46,957)      (973,510)
          Decrease in income taxes payable and
             deferred income taxes                                    (624,820)
          Other                                         115,034         93,050
                                                     -----------    -----------
               Net cash used in operating 
                 activities                            (594,945)      (901,599)
                                                     -----------    -----------
                                                  
Cash flows from investing activities:
     (Increase ) decrease in loans receivable, 
        related parties                                (109,418)       301,876
     Change in marketable securities - 
        available for sale                              836,713       (422,704)
     Capital expenditures                               (15,553)       (77,920)
                                                     -----------    -----------
               Net cash used in investing activities    711,742       (198,748)
                                                     -----------    -----------
                                                  
Cash flows from financing activities: 
     Net long-term (repayments) borrowings              (87,693)       186,245
     Net short-term (repayments) borrowings            (196,794)       686,569
     Payments on capital lease obligations              (10,800)        (6,358)
     Net payments from ESOP                              30,437            -
     Proceeds form issuance of common stock                             60,060
                                                     -----------    -----------
               Net cash provided by financing 
                 activities                            (264,850)       926,516
                                                     -----------    -----------
                                                  
Decrease in cash and cash equivalents                  (148,053)      (173,831)
Cash and cash equivalents at beginning of period        203,410        892,745
                                                     -----------    -----------
Cash and cash equivalents at end of period        $      55,357   $    718,914
                                                     ===========    ===========
                                                  
Supplemental disclosures of cash flow information:
     Cash paid during the period for:             
          Interest (non-capitalized)              $     207,091   $    263,454
                                                     ===========    ===========
          Income taxes                            $           0   $    636,121
                                                     ===========    ===========
                                                  
</TABLE>
                                                  
The accompanying notes are an integral part of the financial statements
                                  3
<PAGE>        
                                          
                   S.O.I. INDUSTRIES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                                 _____________
                                        
                                        
1.   Summary of Significant Accounting Policies:
     -------------------------------------------
                                        
     The accompanying consolidated financial statements include the accounts 
     of S.O.I. Industries, Inc. and all majority-owned subsidiaries 
     (collectively referred to as the Company").  The subsidiaries include 
     Tempo Lighting, Inc. ("Tempo"), Omni Doors, Inc. ("Omni") and American 
     Quality Manufacturing Corporation ("AQM").  Significant intercompany 
     accounts and transactions have been eliminated.

     The Company also holds a 45.97% ownership interest in Digital 
     Communications Technology Corporation ("DCT") as of September 30, 1995.  
     At June 30, 1995, this ownership interest was 46.81%.  For the period 
     ending September 30, 1995, the Company accounts for its investment in 
     DCT using the equity method of accounting.  For the period ended 
     September 30, 1994, the Company consolidated the accounts of DCT, as its 
     ownership interest exceeded 50%.

     Certain information and footnote disclosures normally included in 
     financial statements prepared in accordance with generally accepted 
     accounting principles have been condensed or omitted from these unaudited 
     interim financial statements.  These financial statements should be read 
     in conjunction with the financial statements and notes thereto included 
     in the Company's annual audited financial statements.
     
     In the opinion of management, the accompanying unaudited financial 
     statements contain all adjustments (consisting of only normal recurring 
     accruals) necessary to conform with generally accepted accounting 
     principles.  The results of operations for the periods presented are not 
     necessarily indicative of the results to be expected for the full year.

2.   Marketable Securities:
     ----------------------
                                        
     Marketable securities consist of listed common stocks with an aggregate 
     cost, based on specific identification, of $366,432 as of September 30, 
     1995.  The net unrealized holding loss as of September 30, 1995 was 
     $104,896.  All of the Company's securities are classified as available 
     for sale securities.                                
                                        
3.   Inventories:
     ------------
                                        
     The inventories are valued at the lower of cost (first-in, first-out 
     method) or market and consisted of the following:
<TABLE>
<CAPTION>                                        
                                                    September 30,     June 30,
                                                        1995            1995 
                                                     -----------    -----------
        <S>                                       <C>             <C> 
        Raw materials                             $   1,981,193   $  2,001,257
        Work-in process                                 604,352        694,866
        Finished goods                                  496,504        605,009
                                                     -----------    -----------
                                                      3,082,049      3,301,132
        Less slow moving and obsolete reserve          (148,676)      (148,676)
                                                     -----------    -----------
                                                  $   2,933,373   $  3,152,456
                                                     ===========    ===========
</TABLE>
                                  4
<PAGE>                                        
                                        
                  S.O.I. INDUSTRIES, INC. AND SUBSIDIARIES 
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
                                (Unaudited)
                               _____________
                                        
4.   Property, Plant and Equipment:
     ------------------------------
                                        
     Property, plant and equipment and related accumulated depreciation are 
     summarized as follows:
<TABLE>
<CAPTION>                                        
                                                    September 30,     June 30,
                                                        1995            1995 
                                                     -----------    -----------
          <S>                                     <C>             <C>
          Land                                    $      20,000   $     20,000
          Buildings and improvements                    876,211        870,572
          Machinery and equipment                     2,929,534      2,919,442
                                                     -----------    -----------
                                                      3,825,745      3,810,014
          Less: accumulated depreciation              1,097,982        972,905
                                                     -----------    -----------
                                                  $   2,727,763   $  2,837,109
                                                     ===========    ===========
</TABLE>
                                        
5.   Equity Investment in Digital Communications Technology Corporation:
     -------------------------------------------------------------------

     Summarized financial statement information for DCT is presented below 
     (unaudited):
<TABLE>
<CAPTION>
                                        
                                                 For the three months ended
                                                        September 30,
                                                            1995 
                                                        ------------  
          <S>                                          <C>              
          Net sales                                    $   5,386,471 
          Operating profit                                   290,586        
          Income from continuing operations                  148,100
          Net income                                         207,101
          Earnings per share                                    0.04

</TABLE>
<TABLE>
<CAPTION>                                        
                                                        As of          As of
                                                    September 30,     June 30,
                                                        1995            1995
                                                     -----------    -----------
          <S>                                     <C>             <C>           
          Current assets                          $  10,781,595   $ 10,406,571
          Total assets                               16,576,883     16,279,029
          Current liabilities                         9,332,469      9,159,519
          Total liabilities                           9,824,271      9,812,055
</TABLE>
                                        
6.   Revolving Lines of Credit:
     --------------------------
                                        
     Tempo has a revolving line of credit agreement which permits aggregate 
     borrowings up to $900,000 based upon certain percentages applied to 
     eligible accounts receivable and inventory.  Interest is payable on all 
     outstanding cash advances at the bank's prime rate plus 1/4%.

                                  5
<PAGE>           

                      S.O.I. INDUSTRIES, INC. AND SUBSIDIARIES  
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
                                   (Unaudited)
                                  _____________
                                        
6.   Revolving Lines of Credit, continued:
     -------------------------------------
                                        
     AQM has a $6,500,000 line of credit payable to a bank with interest 
     payable on all outstanding cash advances at the bank's prime rate plus 
     2%.  Borrowings under the revolving line of credit are limited to the 
     sum of 85% of eligible accounts receivable and 50% of eligible
     inventory.  At September 30, 1995, AQM has exceeded its borrowing base
     relating to eligible inventory.  On September 22, 1995, AQM and the
     Company entered into an amendment and forbearance agreement with the
     bank whereby the bank agreed to amend the loan documents and forbear
     from enforcing its rights and remedies under the loan documents until
     March 31, 1996.  After March 31, 1996, the bank will have the right to
     call the loan.      
                                        
     The lines of credit are collateralized by substantially all accounts 
     receivable, inventories and all equipment not being used to 
     collateralize other equipment and mortgage notes.  The agreements further 
     provide that the Company and its subsidiaries must comply with certain 
     covenants, the most restrictive of which requires a minimum net leverage 
     ratio as defined by the agreement.  These lines of credit are guaranteed 
     by the Company and its subsidiaries.  The Company has also guaranteed 
     DCT's $5,400,000 line of credit.
                                        
     As of September 30, 1995, approximately $559,000 and $3,802,000 have 
     been drawn against Tempo's and AQM's lines of credit, respectively.

7.   Long-Term Debt:
     ---------------
                                        
     Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
                                                    September 30,   June 30,
                                                        1995          1995 
                                                     -----------   -----------
     <S>                                          <C>             <C>
     Long-term debt consists of various                               
     mortgages and notes payable with                                 
     interest rates ranging from 8% to                                
     2 percent over prime.  Monthly payments                               
     range from $636 to $20,417 with                                  
     expiration dates ranging from 1996                               
     through 2000.                                $   2,090,342   $  1,661,942
                                        
     Less: current portion                              443,166        428,327
                                                     -----------    -----------
                                        
                                                  $   1,647,176   $  1,233,615
                                                     ===========    ===========
</TABLE>
                                        
8.   Quarterly Adjustments:
     ----------------------
                                        
     The results of operations for the quarter ended September 30, 1994 have 
     been restated to correct for accounting errors determined in the course 
     of preparation of the Company's June 30, 1995 year-end financial 
     statements.  The errors involved certain adjustments primarily related to 
     the capitalization of display units, inventory adjustments and the 
     related tax effects.  Previously reported operating income, net income 
     and earnings per share for the three months ended September 30, 1994 
     were $335,833, $634,480 and $0.06, respectively.

                                  6
<PAGE>

Item 2.   Management's Discussion and Analysis of Financial Condition and 
             Results of Operations

Results of Operations

   Overview

     During the year ended June 30, 1995, the Company's ownership percentage 
     of Digital Communications Technology Corporation ("DCT") dropped to 
     approximately 46.8% after the Company sold a portion of its holdings in 
     DCT.  Even though the Company still maintains control over the largest 
     block of DCT common stock, consolidation of the operations of DCT is not 
     allowed for investments under 50% stock ownership.  Consequently, the 
     Company's ownership of DCT is accounted for under the equity method of 
     accounting and the Company's proportionate ownership of the net assets 
     of DCT is reflected as one line item on the Company's consolidated 
     balance sheets as of June 30, 1995 and September 30, 1995.  However, for 
     the period ended September 30, 1994, the Company's ownership position 
     exceeded 50%, and therefore the results of operations and cash flows for 
     this period have been consolidated with the operations of DCT.

     In order to present a balanced and more meaningful discussion of the 
     results of operations of the Company, references to specific line items 
     in the September 30, 1994 statements and cash flows have been adjusted 
     to exclude the consolidating effect of DCT for purposes of the following 
     discussion.  A separate discussion of the results of operations of DCT 
     is included toward the end of this item.

     The Company experienced a net loss of approximately $580,000 for the 
     three months ended September 30, 1995.   Approximately $582,000 of the 
     consolidated net loss related to the loss from the operations of the 
     Company's American Quality Manufacturing Corporation ("AQM") subsidiary.  
     This loss, discussed more fully below, resulted primarily from increases 
     in both cost of goods sold and general and administrative expenses.  
     Management has increased selling prices on selected products to offset 
     these cost increases, however the effect of the price increases will 
     not be realized until the next two fiscal quarters.

     An increase in interest and other expense from approximately $135,000 
     to $217,000 for the three month periods ended September 30, 1994 and 
     1995, respectively, also contributed to the Company's consolidated net 
     loss.  Increased borrowings and higher prime rates led to this increase.

     Interest and other income declined dramatically from $756,615 to $733 
     for the three month periods ended September 30, 1994 and 1995, 
     respectively.  This decline was due to a one-time $750,000 payment 
     received during the period ended September 30, 1994 from the Company's 
     former President and Chairman in full settlement of a lawsuit.
     
     The Company's increased operating costs were offset somewhat by 
     approximately $54,000 in realized gains on investment transactions.  
     The Company invests funds in quality equity securities through high 
     quality brokers and, by policy, limits the amount of exposure in any 
     one equity investment.  Such investments are continually monitored to
     reduce the risk of adverse stock market volatility.  Cash not invested
     in securities is placed on account with high quality brokerage firms,
     which is swept daily into a federally insured money market account, or
     placed on account with federally insured national banks.  The asset 
     balance recorded for these funds invested in marketable securities at
     September 30, 1995 was approximately $262,000.  An unrealized holding
     loss account balance of approximately $105,000 is also recorded as a 
     separate component od shareholders' equity for declines below cost of 
     certain of the marketable securities held in the Company's investment 
     portfolio.
     
   American Quality Manufacturing Corporation

     Net sales from AQM for the quarter ended September 30, 1995 contributed 
     approximately $4,447,000 or 76% of the Company's consolidated net sales.  
     This is compared to AQM's net sales of approximately $4,280,000 (75% of 
     the Company's consolidated net sales for the corresponding period of the 
     prior fiscal year.)  While net sales have increased, operating profits 
     have declined from approximately $158,000 for the quarter ended 
     September 30, 1994 to an operating loss of approximately $378,000 for 
     the three months ended September 30, 1995.  As

                                  7
<PAGE>
     mentioned above, increased cost of goods sold and general and
     administrative costs led to this deterioration.  At AQM's fiscal year
     end, management was in the process of implementing several actions in
     order to mitigate future losses from AQM, as follows: (1) A
     consolidation of operations into a single operating plant is under
     consideration; (2) A full review of all product lines is underway.  As
     a result of this review, material content of all product lines will be
     analyzed in order to reduce material costs.  In addition, based on this
     review, all unprofitable product lines and customers will be
     discontinued; (3)  Negotiations with alternative lenders are in process.
     Management anticipates moving the lending relationship with the current
     lender in order to reduce the segment's interest burden; and (4) The
     Company will fund operating requirements for AQM, as necessary.  Despite
     management's efforts, however, there can be no assurance that these
     steps, once implemented will significantly improve the financial
     position of the Company.
                            
     Since year end, the following developments have occurred.  Management 
     has begun negotiations with customers to increase selling prices, where 
     required.  These price increases are expected to yield over $200,000 in 
     improvements in revenues on an annualized basis.  In addition, 
     management expects to reduce material and direct labor costs by 
     purchasing pre-processed doors and face frame components directly from 
     a supplier.  Component purchases from this supplier are expected to begin
     in January 1996.  In addition, as of September 30, 1995, management has 
     negotiated with creditors to accept shares of the Company's common 
     stock, previously held by the Company's majority stockholder, equivalent 
     to approximately $417,000 in satisfaction of AQM's trade debt.  This 
     amount is expected to rise to over $1,000,000 by the end of the next 
     fiscal quarter.  The stock which was provided to the Company is expected 
     to be repaid to the majority stockholder with shares of DCT held in the 
     Company's investment portfolio.  The Company then anticipates conveying 
     the stock to AQM inreturn for a charge to the intercompany account.  This 
     action will alleviate much of AQM's immediate cash flow needs, allowing 
     AQM management the time necessary to focus on returning AQM to 
     profitability.  There can be no assurance, however, that any of the 
     strategies implemented by management will be effective in returning this 
     segment to profitability.

     AQM's general and administrative expenses also increased during the 
     quarter ended September 30, 1995.  As a percentage of net sales, AQM's 
     general and administrative expenses increased to 6.7% from 6.3% for the 
     quarters ended September 30, 1995 and 1994, respectively.  The increase 
     is due primarily to increased overhead payroll costs associated with the 
     operation of the Kansas facility, which was not present for the first 
     quarter ended September 30, 1994.  Additionally, increased professional 
     fees caused this expense category to increase.

   Tempo Lighting, Inc.

     Tempo Lighting, Inc.'s ("Tempo") net sales provided approximately 20% of 
     the consolidated net sales of the Company for the quarter ended 
     September 30, 1995.  This is down slightly from the 21% provided during 
     the corresponding quarter of the prior year.  When compared to itself, 
     Tempo's sales also declined from approximately $1,210,000 to $1,166,000 
     for the three month periods ended September 30, 1994 and 1995.  Tempo 
     continues to experience declines in sales from its record sales which 
     were experienced in the prior three fiscal years.  Management has 
     implemented increased sales efforts in order to maintain an optimum sales 
     volume, however there can be no assurance that these efforts will produce 
     increased sales or increased operating profits.

     Along with the decline in net sales, the operating profit generated in 
     the prior fiscal quarter declined from approximately $22,000 to $17,000 
     for the quarters ended September 30, 1994 and 1995, respectively.  
     Management intends to continue its focus on increased sales and will 
     attempt to improve margins, either through price increases or cost 
     reductions.  There can be no assurance, however, that management's 
     efforts will improve operating profits.

Capital Resources

     During the three months ended September 30, 1995 the Company invested 
     approximately $16,000 in equipment.  The decreased expenditures in the 
     current quarter as compared to the corresponding quarter of the prior 

                                  8
<PAGE>

     year are due to significant prior year fixed asset acquisitions at AQM's 
     Kansas facility and expanded manufacturing capacity at AQM's Arkansas 
     facility.  Currently, only necessary upgrades are anticipated at both 
     AQM and Tempo to maintain their competitive positions.. These equipment 
     acquisitions are expected to be made with funds provided from operations.

Liquidity

     During the three months ended September 30, 1995, the Company used 
     approximately $595,000 in cash from operating activities as compared to 
     approximately $980,000 used in the corresponding period of the prior 
     year.  The overall net use of cash is due primarily to the net loss 
     incurred in the first quarter and due to increased accounts receivable,
     prepaid expenses and other current assets.

     All of the Company's subsidiaries continue to experience demands by 
     customers for longer payment terms.  This, along with increased sales, 
     led to an expansion of accounts receivable balances.  Despite the 
     increased sales and the market pressures to extend longer payment terms, 
     the Company's overall accounts receivable conversion period (measuring
     how quickly the Company, on average, collects its accounts receivable)
     improved from June 30, 1995.  The accounts receivable conversion period
     decreased from 80 days to 70 days for the year ended June 30, 1995 and 
     the three months ended September 30, 1995, respectively.  The improvement
     was due to stepped up collection efforts, primarily at AQM.  Despite the 
     demand for longer collection terms, management does not expect any 
     significant detriment toward its short-term liquidity.

     The increase in prepaid expenses and other also contributed to the 
     overall net use of cash from operating activities.  The increase in 
     prepaids is due primarily to an increase in prepaid insurance and due to 
     an increase in AQM's deferred tax assets.

     During the three months ended September 30, 1995, the Company's cash 
     needs were met primarily through proceeds from the Company's marketable 
     securities portfolio and through operations.  Long-term liquidity needs 
     are anticipated to be met through sales growth and separate financing 
     arrangements.  Management expects that the Company will continue to meet 
     all obligations as they come due, and no vendor/supplier problems are 
     expected.

     On September 22, 1995, the Company and AQM entered into an agreement 
     whereby the bank agreed to amend the loan documents and forbear from 
     enforcing its rights and remedies under the loan documents until 
     March 31, 1996.  In order to induce the bank to enter into this 
     agreement, the Company pledged 515,000 shares of DCT common stock to the 
     bank.  After March 31, 1996, however, the bank will have the right to 
     call the loan.  Management expects to be in compliance and/or change the 
     banking relationship, entering into a new debt agreement by the 
     March 31, 1996 date.
  
Other Comments

     AQM's sales levels generally follow remodeling and other "do-it-yourself" 
     retail markets, which traditionally peak in the winter and spring.  
     Therefore, this segment is subjected to seasonal influences, with the 
     highest level of sales typically realized in the period from January 
     through April.

     The costs of AQM's products are subject to inflationary pressures and 
     commodity price fluctuations.  Inflationary pressure has been relatively 
     modest over the past five years, except for lumber prices, which rose 
     approximately 14% during the fiscal year 1994.  However, the segment has 
     generally been able to mitigate the effects of inflation and commodity 
     price fluctuations through sales price increases and cost savings in 
     others.

     The Company was required to adopt Statement of Financial Accounting 
     Standards ("SFAS") No. 109, "Accounting for Income Taxes" in the first 
     quarter of fiscal year 1994.   As permitted under SFAS 109, prior years'

                                  9 
<PAGE>

     financial statements have not been restated.  The adoption of this 
     standard did not have a material effect on the consolidated financial 
     statements of the Company for the year ended June 30, 1994.

Pending Litigation

     On March 17, 1995, the Company announced that it had filed, on behalf of 
     itself and its AQM subsidiary, a lawsuit in the Chancery Court of 
     Faulkner County, Arkansas against DeWayne Davis, the former Chief 
     Executive Officer, Chief Financial Officer and director of AQM. In the 
     lawsuit, the companies charge Mr. Davis with fraud, self-dealing, 
     misappropriation of company assets, misappropriation of trade secrets, 
     breach of fiduciary duty and other causes of action for certain alleged 
     acts committed as a director and officer of AQM and the Company.  One of 
     the alleged acts involved the purchase of materials and timber products 
     from American Plywood Sales, Inc. ("APS"), a wholly-owned subsidiary of 
     Builders Warehouse Association, Inc. ("BWA").  (Mr. Davis controlled BWA 
     as a director and major shareholder.)  The lawsuit alleges that these 
     purchases were at prices in excess of those that could have been 
     obtained by purchasing materials directly from the suppliers.  
     Additionally, the lawsuit seeks recovery of certain amounts deemed by the 
     Company's management to be unauthorized compensation and executive 
     benefits.  AQM is not seeking any recovery from BWA or APS for amounts 
     paid for materials purchased in the current or preceeding fiscal periods.
     
     AQM has begun internal discovery to determine the amount of recovery 
     being sought through the litigation.  Management has determined, however, 
     that no material impact to the historical financial statements will be 
     incurred.  Further, the potential recovery, if any, will be accounted for 
     as a gain contingency under Statement of Financial Accounting Standards 
     No. 5, "Accounting for Contingencies," therefore no potential benefits 
     will be reflected in the accompanying financial statements until they 
     are realized.

     Mr. Davis has countersued AQM alleging incomplete compensation during 
     his tenure as an executive officer of AQM.  AQM believes that the 
     amounts claimed under this countersuit are not material to the financial 
     statements of AQM.  In addition, BWA has filed a lawsuit against AQM 
     and the Company on the basis that AQM allegedly owes APS for wood 
     products purchased by AQM from APS.  These purchases were previously 
     recorded as incurred and therefore the effect of this claim is already 
     reflected in AQM's interim financial statements.  AQM has ceased 
     purchasing any materials from APS and has secured altermnative suppliers
     which AQM believes will meet its production requirements.  Due to the 
     dispute with Mr. Davis, the amount owed to BWA is being held by AQM, 
     at the request of counsel, pending resolution of the lawsuits.

Significant Unconsolidated Subsidiary -- Digital Communications Technology 
   Corporation

     As previously stated, the operations of DCT are not consolidated in the 
     Company's consolidated financial statements as of and for the year ended 
     June 30, 1995 or for the three month period ended September 30, 1995.  
     Since DCT is a significant subsidiary, summarized financial statement 
     information is included in the notes to the Company's financial 
     statements.  Included below is a summarized discussion regarding DCT for 
     the first quarter ended September 30, 1995.

     Overall growth in DCT's target markets led to continued sales growth in 
     the current year.  Net sales increased approximately 26% from $4,277,000 
     to $5,386,000 for the three months ended September 30, 1994 and 1995, 
     respectively.  Significant sales increases were experienced as orders 
     were filled to meet the holiday buying season demands.  As in the prior 
     fiscal year, management's focus on the "retail sell-through market" 
     resulted in this sales surge.  This market centers on sales of 
     pre-recorded video tapes which are sold at the retail level.  The video 
     tapes sold to this market are typically recorded on a narrower band 
     width (i.e. extended play mode) in order to record more programming on 
     less video tape at a lower cost.  DCT's customer base has become 
     increasingly dominated by the companies which distribute these 
     pre-recorded videos to the retail sell-through market, and management 
     has positioned DCT to capitalize on this portion of the video industry.

                                  10
<PAGE>
     Operating profit did not keep pace with the increased sales, declining 
     from approximately $407,000 (9.5% of net sales) to $291,000 (5.4% of net 
     sales) for the three months ended September 30, 1994 and 1995, 
     respectively.  The decline in operating profit is due to increases in 
     cost of goods sold. 

     Cost of goods sold as a percentage of sales increased to 78% for the 
     three months ended September 30, 1995 as compared to 72% for the three 
     months ended September 30, 1994.  The increased cost of goods sold is 
     directly attributable to increased material costs, specifically the cost 
     of the plastic video cassette shells and video tape, which have been
     increasing in cost faster than DCT's ability to pass the increases to 
     its customers.  Management will continue its efforts to pass on the 
     material cost increases to DCT's customers and will continue its focus on 
     cost containment, especially in labor costs, to insure more efficiency 
     is obtained and thereby reducing current cost levels even though sales 
     volume increases.  Management is also exploring alternative sources for 
     its raw materials to drop in the coming months, however there can be no 
     assurance that this expected cost decline will occur.

     Interest expense increased from approximately $133,000 to $176,000 for 
     the three months ended September 30, 1994 and 1995,  respectively.  This 
     increase was due primarily to increased borrowings on DCT's line of 
     credit and increased long-term borrowing over the levels of the prior 
     year.  In addition, increased interest expense was due to an increase in 
     the bank's prime interest rate which directly affects DCT's borrowing 
     rates.

     DCT realized income from securities transactions of approximately 
     $116,000 for the three months ended September 30, 1995 as compared to 
     approximately $216,000 for the corresponding period of the prior year.  
     The gains were from investment transactions associated with DCT's 
     marketable securities portfolio.  DCT invests funds in quality equity 
     securities through high quality brokers and, by policy, limits the 
     amount of exposure in any one equity investment.  Such investments are 
     continually monitored to reduce the risk of any adverse stock market 
     volatility.  Cash not invested in securities is placed on account with 
     high quality brokerage firms, which is swept daily into a federally 
     insured money market account, or placed on account with a federally 
     insured national bank.  

     During June 1995, DCT's management decided to discontinue the operations 
     of TU.  Management believed that the cost of maintaining the TU 
     subsidiary outweighed the benefits provided to DCT.  The effect on net 
     (loss) income of the operations of TU is segregated on the face of the 
     income statement as discontinued operations, and totaled approximately 
     $59,000 and ($117,000), net of income taxes, for the three months ended 
     September 30, 1995 and 1994, respectively.  Although all operations at 
     TU have ceased, certain collection efforts are still conducted by DCT on 
     behalf of TU.  These efforts, along with debt forgiveness resulting from 
     settlements with TU creditors, resulted in recoveries which are 
     reflected in the income from discontinued operations for the three 
     months ended September 30, 1995.

                                   11
<PAGE>

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

     A special meeting of Stockholders of the Company was held at the 
     Company's corporate offices in Dallas, Texas on September 7, 1995.  A 
     proposal to amend the Company's Certificate of Incorporation to increase 
     the authorized shares of Common Stock from 20,000,000 to 50,000,000 
     shares was approved as follows:

        11,488,896 shares, or 89.68% of the outstanding shares represented at 
           the meeting voted in favor of the proposal.

        1,285,147 shares, or 10% of the outstanding shares represented voted 
           against the proposal.

        36,125 shares abstained from voting.

     A proposal to amend the Certificate of Incorporation to authorize 
     10,000,000 shares of preferred stock, par value $.00001 per share 
     was approved as follows:

        8,759,662 shares, or 68.37% of the outstanding shares represented at 
           the meeting voted in favor of the proposal.

        1,364,523 shares, or 10.65% of the outstanding shares represented voted
           against the proposal.

        40,925 shares abstained from voting.

     A proposal to grant the board of directors the authority, if and when 
     they deem it necessary in their discretion, to amend the Certificate of 
     Incorporation to effect a one for eight reverse split of the Common 
     Stock of the Company was approved as follows:

        11,559,827 shares, or 90.23% of the outstanding shares represented at 
           the meeting voted in favor of the proposal.

        1,210,526 shares, or 9.44% of the outstanding shares represented voted 
           against the proposal.

        41,915 shares abstained from voting.


                                  12
<PAGE>

                                SIGNATURES

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


       /s/ Tim C. Hafer              
By:  __________________________________               Date:  January 18, 1996
       Tim C. Hafer, Vice President
       and Chief Financial Officer


<PAGE>