<PAGE>
<PAGE>

                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    -- OR --

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

                 For the quarter period ended September 30, 1996

                         Commission file number 0-14328

                             ZING TECHNOLOGIES, INC.
             (Exact Name of registrant as specified in its charter)

NEW YORK                                                              13-2650621
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                  115 Stevens Avenue, Valhalla, New York 10595
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (914) 747-7474
              (Registrant's telephone number, including area code)

                                    No Change
              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such shorter  periods 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

The  number of  shares  of  common  stock,  $.01 par  value,  outstanding  as of
September 30,1996 was 2,494,199.

--------------------------------------------------------------------------------


                                  Page 1 of 13


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                                      INDEX

                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
PART I.        FINANCIAL INFORMATION                                                   PAGE
<S>            <C>                                                                     <C>
Item 1.        Financial Statements (Unaudited)

               Condensed consolidated balance sheets - September 30, 1996 and
               June 30, 1996.............................................................3

               Condensed consolidated statements of income - three months ended
               September 30, 1996 and 1995...............................................4

               Condensed consolidated statements of cash flows - three months ended
               September 30, 1996 and 1995...............................................5

               Notes to condensed consolidated financial statements -
               September 30, 1996........................................................6

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations...............................................7-8

PART II.       OTHER INFORMATION

Item 5.        Other Information......................................................8-11

Item 6.        Exhibits and Reports on Form 8-K.........................................11

               Signatures...............................................................12

               Exhibit 11 - Computation of earnings per share - three months
               ended September 30, 1996 and 1995........................................13
</TABLE>


                                  Page 2 of 13


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                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

PART I .  FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS

                                   A S S E T S

<TABLE>
<CAPTION>
                                                                        SEPTEMBER 30         JUNE 30
                                                                            1996               1996
                                                                        ------------------------------
                                                                        (UNAUDITED)           (NOTE)
                                                                                 (000'S OMITTED)
<S>                                                                       <C>              <C>      
Current Assets
    Cash and cash equivalents..........................................   $     680        $     727
    Marketable securities..............................................      20,795           19,927
    Accounts receivable, less reserves of
       $141 and $135, respectively.....................................       2,559            2,352
    Inventories........................................................       4,573            4,290
    Prepaid expenses...................................................         142              145
    Other current assets...............................................         402              341
                                                                            -------          -------
Total Current Assets...................................................      29,151           27,782
Property, Plant and Equipment..........................................      10,402           10,002
    Less accumulated depreciation and amortization.....................       5,363            5,181
                                                                              -----            -----
                                                                              5,039            4,821
                                                                              -----            -----
Deferred Income Taxes, net of valuation allowance......................       1,095            1,095
Excess of Cost Over Assets Acquired, net of amortization
    amortization of $1,058 and $1,021, respectively....................       1,477            1,515
Other Assets...........................................................          36               38
                                                                              -----            -----
    TOTAL ASSETS.......................................................    $ 36,798         $ 35,251
                                                                           ========         ========

     L I A B I L I T I E S   A N D   S T O C K H O L D E R S'   E Q U I T Y

Current Liabilities
    Accounts payable...................................................     $ 1,420          $ 1,495
    Accrued expenses & taxes payable...................................       1,466            1,698
    Accrued compensation expense.......................................         445              666
    Loan payable - bank................................................       4,975            5,831
    Due to broker......................................................       5,343            2,229
    Short position in marketable equity securities.....................         277            1,026
    Current portion of long-term obligations...........................         338               39
                                                                              -----           ------
Total Current Liabilities..............................................      14,264           12,984
Long-Term Obligations, less current portion............................       2,612            1,445
Deferred Income - non-complete agreement...............................         950            1,100
                                                                              -----            -----
Stockholders' Equity
    Common Stock, par value $.01 per share: authorized 12,000,000
       shares; issued 2,877,617 shares as of September 30, 1996 and
       2,874,117 shares as of June 30, 1996............................          28               28
    Additional paid-in capital.........................................      13,895           13,860
    Note receivable from stockholder...................................        (170)            (170)
    Net unrealized gain on marketable securities.......................         154              220
    Retained earnings..................................................       7,345            6,767
    Less: treasury shares at cost (383,418 shares at
       September 30,1996  and 255,018 shares at June 30, 1996).........      (2,280)            (983)
                                                                            -------            -----
Total Stockholders' Equity.............................................      18,972           19,722
                                                                             ------           ------
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.........................    $ 36,798         $ 35,251
                                                                           ========         ========
</TABLE>

Note:  The  balance  sheet at June 30,  1996 has been  derived  from the audited
consolidated financial statements at that time.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


                                  Page 3 of 13


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                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED
                                                                                SEPTEMBER 30,
                                                                             1996           1995
                                                                  ------------------------------------------
                                                                    (000'S OMITTED, EXCEPT PER SHARE DATA)

<S>                                                                        <C>            <C>    
Net Sales...................................................               $ 5,096        $ 9,287
Cost of goods sold..........................................                 2,872          4,632
                                                                             -----          -----
Gross Profit................................................                 2,224          4,655

Selling, general and administrative expenses................                 1,794          2,009
Provision for doubtful accounts ............................                     6              6
Depreciation and amortization of property, plant, equipment.
    and excess of costs over assets acquired................                    57            124
Interest expense............................................                   251             30
Interest and other (income) loss - net......................                  (607)          (516)
                                                                             -----          -----
Income before income taxes..................................                   723          3,002
Provision for income taxes..................................                   145          1,152
                                                                            ------        -------
Net income..................................................                $  578        $ 1,850
                                                                            ======        =======


Net Income per Common and Common Equivalent Share...........               $  0.23         $ 0.69
                                                                           =======         ======


Number of shares used in computation........................             2,537,504      2,686,845
</TABLE>





            See notes to condensed consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


                                  Page 4 of 13


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                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                              THREE MONTHS ENDED
                                                                                  SEPTEMBER 30,
                                                                               1996           1995
                                                                         ------------------------------
                                                                                (000'S OMITTED)
OPERATING ACTIVITIES
<S>                                                                             <C>          <C>    
    Net income    ........................................................      $ 578        $ 1,850
    Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
           Depreciation and amortization..................................        220             204
           Amortization of non-complete agreement.........................       (150)           (150)
           Provision for losses on accounts receivable....................          6               6
           Provision for deferred income taxes............................
           Changes in operating assets and liabilities:
               Accounts receivable........................................       (213)           1,369
               Inventories................................................       (283)           (326)
               Prepaid expenses and other current assets..................        (57)              98
               Accounts payable and accrued expenses......................       (528)             652
           Other - net....................................................         31             ---
    Unrealized losses (gains) on marketable securities....................        (66)             131
                                                                                -----            ----
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES.......................       (462)           3,834
                                                                              -------           -----


INVESTING ACTIVITIES

    Purchases of property and equipment...................................       (400)           (130)
    Net increases in marketable securities................................       (868)         (2,433)
                                                                               ------         -------
NET CASH USED IN INVESTING ACTIVITIES.....................................     (1,268)         (2,563)
                                                                              -------         -------

FINANCING ACTIVITIES

    Proceeds from borrowings..............................................      3,855             ---
    Reduction of notes payable and long-term debt.........................       (880)            (58)
    Exercise of stock warrants............................................          5             ---
    Repurchase of common stock for treasury...............................     (1,297)             ---
    Repayment of loan receivable shareholder..............................        ---              80
                                                                              -------          ------
NET CASH PROVIDED BY FINANCING ACTIVITIES.................................      1,683              22
                                                                              -------          ------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS......................        (47)          1,293
    Cash and cash equivalents at beginning of period......................        727           1,366
                                                                                 ----           -----
CASH AND CASH EQUIVALENTS AT END OF PERIOD................................      $ 680         $ 2,659
                                                                                =====        ========
</TABLE>



            See notes to condensed consolidated financial statements.


                                  Page 5 of 13


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                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 1996

NOTE A -- BASIS OF PRESENTATION

    The accompanying  unaudited condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principals for
interim  financial  information and with the  instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating results for the three-month period ended September 30,
1996 are not necessarily  indicative of the results that may be expected for the
year ending June 30, 1997.

    Certain  reclassifications  have been made to the quarterly  information  to
conform to the current presentation.

NOTE B -- INVENTORIES

Inventories  are  stated at the lower of cost  (first in,  first out  method) or
market.

Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                               SEPTEMBER 30,     JUNE 30,
                                                                                  1996             1996
                                                                               ---------------------------
<S>                                                                               <C>            <C>    
Raw materials......................................................               $ 2,782        $ 2,472
Work in process....................................................                 1,260          1,294
Finished goods.....................................................                   531            524
                                                                                  -------         ------
                                                                                  $ 4,573        $ 4,290
                                                                                  =======        =======
</TABLE>


NOTE C -- NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE

    Net income per common and common  equivalent  share is based on the weighted
average  number of  shares  of Common  Stock  outstanding  during  each  period,
including common stock equivalents of dilutive stock warrants.

NOTE D -- INCOME TAXES

    As of July 1, 1993, the Company  adopted FASB Statement No.  109,"Accounting
for  Income  Taxes" . Under  Statement  109,  the  liability  method  is used in
accounting  for  income  taxes.  Under  this  method,  deferred  tax  assets and
liabilities are determined based on differences  between financial reporting and
tax bases of assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the  differences  are  expected to reverse.
Deferred  tax  expense  was  based on items of  income  and  expenses  that were
reported in different years in the financial statements and tax returns and were
measured at the tax rate in effect in the year the difference originated.

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF


                                  Page 6 of 13


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                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

         FINANCIAL CONDITION AND RESULTS OF OPERATION

    The  following  table sets forth for the periods  indicated  the  percentage
relationship  to net sales of certain items from the  consolidated  statement of
operations:

<TABLE>
<CAPTION>
                                                                        PERCENT OF NET SALES
                                                                   THREE MONTHS ENDED SEPTEMBER 30,
                                                                      1996                 1995
                                                              -----------------------------------------
<S>                                                                    <C>                 <C>   
Net sales  ...................................................        100.0%               100.0%
Cost of goods sold............................................         56.4                 49.9
Gross profit..................................................         43.6                 50.1
Selling, general and administrative expenses..................         35.2                 21.6
Provision for doubtful accounts...............................          0.1                  0.1
Depreciation and amortization of property and equipment
    and excess of costs over assets acquired..................          1.1                  1.3
Interest expense .............................................          4.9                  0.3
Interest and other income - net...............................        (11.9)                (5.5)
Income before income taxes....................................         14.2                 32.3
Provision for income taxes....................................          2.9                 12.4
  Net income..................................................         11.3                 19.9
</TABLE>


THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1995
---------------------------------------------------------------------

    The  Company  reported  income of $578,000 or $.23 per share for the quarter
ended  September 30, 1996, a decrease of 69% over the comparable 1995 quarter of
reported  income of  $1,850,000  or $.69 per share.  As the  Company's  material
operating  subsidiary,   Omnirel   Corporation's   contributions  to  the  total
consolidated  operating  profit  represented  41% during the  current  reporting
period as compared to 90% for the comparable 1995 quarter.

    Revenues  for the three  months  ended  September  30, 1996 were  $5,096,000
comprised  of net sales of TACTech of $527,000  and Omnirel of  $4,569,000.  Net
sales for the three months ended September 30, 1995 were $9,287,000 comprised of
net sales of TACTech of $377,000 and net sales of Omnirel of $8,910,000.

    Included  in  Omnirel's  sales  are  revenues  generated  by  the  continued
fulfillment  of a series of orders  placed by General  Electric  for  multi-chip
power  modules  containing  power hybrid  components.  During the quarter  ended
September 30, 1996 these revenues declined to approximately $1,100,000 or 24% of
total  sales from  approximately  $6,800,000  or 73% of total sales in the prior
comparable quarter. Revenues from other product segments increased by 62% during
the recently ended fiscal quarter.

    Net sales for TACTech increased 40% for the three months ended September 30,
1996 compared to the comparable  1995 quarter due  principally to an increase of
approximately 30% in the subscription base.

    Omnirel and TACTech  represent  76% and 24%  respectively  of the  Company's
consolidated gross profit,  which decreased  $2,431,000 during the quarter ended
September 30, 1996 from $4,655,000 for the quarter ended September 30, 1995. The
reduction  was due  largely  to the  decline  in  Omnirel  sales  volume,  which
decreased the absorption of labor and overhead,  thereby  increasing its cost of
goods sold  expressed as a  percentage  of revenues  approximately  10% over the
prior comparable quarter.


                                  Page 7 of 13


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                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1995 (continued)
---------------------------------------------------------------------

    The backlog of Omnirel as of September  30, 1996 was  $10,355,000,  of which
$27,000 was attributable to orders from General Electric. In the comparable 1995
quarter, total backlog stood at approximately $13,576,000 of which approximately
43% represented orders from General Electric.

    As a result of the  decreased  consolidated  revenues,  selling  and general
administrative  expenses  increased as a percentage of revenues to 35.2% for the
three months ended  September 30, 1996 compared to 21.6% of the comparable  1995
period.

    Interest  expense  increased by $221,000 during the quarter ending September
30,  1996  compared  to the  comparable  reporting  period.  This  is  primarily
attributable  to  increased  borrowings  utilized  for  additional  purchase  of
marketable securities and the repurchase of approximately $1,300,000 of treasury
shares during the current period.

    Interest  and other income for the three  months  ended  September  30, 1996
included  $405,000  of net  earnings  on  the  Company's  investment  portfolio,
consisting  of dividend  income of $458,000,  net realized  gains on  marketable
securities  of $118,000  and  unrealized  losses on the  diminution  in value of
certain marketable securities of $171,000.

    The  provision  for income taxes  decreased  from  $1,152,000  for the three
months ended September 30, 1995 to $145,000 for the three months ended September
30, 1996 primarily as a result of the decrease in income before income taxes for
the respective periods.

Liquidity and Capital Resources

    The Company continues to employ most of its cash and cash equivalents in the
acquisition  of marketable  securities,  primarily  tradable on the New York and
other major stock  exchanges.  During the recently  ended  quarter,  the Company
repurchased  128,400 shares of its common stock in open market transaction at an
acquisition cost of approximately $10.00 per share.

PART II.    OTHER INFORMATION

ITEM 5.  OTHER INFORMATION

    When  used in this  Form  10-Q,  and in  future  filings  by Zing  with  the
Securities  and Exchange  Commission,  in Zing's press  releases and in any oral
statements made with the approval of an authorized Zing executive  officer,  the
words or phrases "will likely result",  "are expected to", "will continue",  "is
anticipated",  "estimate",  "project",  or similar  expressions  are intended to
identify  "forward-looking   statements"  within  the  meaning  of  the  Private
Securities Litigation Reform Act of 1995. Such statements are subject to certain
risks and  uncertainties,  including  those  discussed  under the caption  "Risk
Factors and  Cautionary  Statements"  below,  that could cause actual results to
differ  materially  from historical  earnings or those presently  anticipated or
projected.  Zing wishes to caution  readers  not to place undo  reliance on such
"forward-looking statements",  which speak only as of the date made. Zing wishes
to advise  readers that  factors  listed  below could  affect  Zing's  financial
performance  and could cause Zing's actual  results for future periods to differ
materially  from any  opinions or  statements  expressed  with respect to future
periods in any current statements.

    Zing will NOT undertake and specifically declines any obligation to publicly
release  the result of any  revisions  which may be made to any  forward-looking
statements to reflect events or circumstances  after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.


                                  Page 8 of 13


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                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

                     RISK FACTORS AND CAUTIONARY STATEMENTS

Sales to Significant Customer

    Sales of various  industrial  products to General Electric  represented 19%,
65%,  and 58% of  Omnirel's  sales  revenues for the fiscal year ending June 30,
1994 (each such fiscal year ending on June 30, a "Fiscal Year") Fiscal Year 1995
and Fiscal Year 1996. A single project accounted for approximately 16% of Fiscal
Year 1994  sales,  63% of Fiscal  Year  1995  sales and 58% of Fiscal  Year 1996
sales.  Because of Omnirel's dependence on sales to one major customer in Fiscal
Years 1994,  1995 and 1996, and the continued  anticipated  decrease in sales to
such customer in Fiscal Year 1997, which,  based on existing orders are expected
to be less than in Fiscal Year 1996, there can be no assurance that Omnirel will
be able to compensate for the loss of such sales in future Fiscal Years.

The Environment for the Power Hybrid Module Business

    The following factors can materially affect the Company's  performance:  the
rapidly  changing  environment  for the power hybrid module business which might
cause  market  acceptance  of  Omnirel's  existing  products  to  decrease;  the
cancellation  or  rescheduling  of one or several  material  orders;  general or
specific  economic  conditions;  the ability and  willingness  of  purchasers to
substitute  other  products  for Omnirel  products;  the  perceived  absolute or
relative  overall  value of these  products  by the  purchasers,  including  the
features  and  pricing  compared  to other  competitive  products,  the level of
availability of Omnirel products and substitutes and the ability and willingness
of purchasers to acquire newer or more advanced models; and pricing,  purchasing
financing, operational,  advertising and promotional decisions by intermediaries
in the  distribution  channels,  which  could  affect the supply of, or end user
demand for, Omnirel products.

Selling General and Administrative Expenses

    Changes in the amount and rate of growth in Omnirel's  selling,  general and
administrative  expenses,  as well as the impact of unusual items resulting from
Omnirel's  ongoing  evaluation  of its business  strategies  and  organizational
structures can materially affect the Company's performance.

Selling Prices

    Omnirel is subject to continued or increased  pressure to change its selling
prices for Omnirel's products, which can effect margins.

Raw Materials

    Difficulties in obtaining raw materials, supplies and other items needed for
the  production  of  products  and  capacity  constraints  may have an effect on
Omnirel's ability to ship some products.

Development and Marketing

    Omnirel is subject to difficulties or delays in the development, production,
testing and marketing of products, including, but not limited to, the failure to
ship new products and technologies when anticipated; the failure of customers to
accept these products or  technologies  when planned;  difficulties or delays in
the design and production of custom product orders and changes in the commercial
viability  of the end user  products of which these  products  are a party;  any
defects in  products;  the failure of a critical  Omnirel  vendor or supplier to
deliver materials required by Omnirel;  and failures of manufacturing  economies
to develop when planned.


                                  Page 9 of 13


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                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

Assets and Expenditures

    Omnirel's  business is also subject to the  acquisition  of fixed assets and
other assets, including inventories and receivables;  the making or incurring of
any expenditure and expenses  including,  but not limited to,  depreciation  and
research and development expenses; and the revaluation of assets including,  but
not limited to, specialized  inventories or related expenses; and the amount of,
and any changes to, tax rates.

Production Losses and Rework Costs

    Omnirel's  business is also subject to the occurrences of production  losses
and rework costs on new or custom programs in excess of those anticipated during
the pricing process.

Decline in Defense and/or Aerospace Spending

    Although Omnirel's  military,  defense and aerospace  business  represents a
decreasing percentage of its overall sales in recent years (and,  therefore,  is
decreasing  in its  significance),  the  businesses  of both Omnirel and TACTech
continue to depend to a substantial  extent upon sales to military,  defense and
aerospace  contractors.  In the event that military,  defense  and/or  aerospace
spending were to decline  significantly  over the next several  years,  sales by
Omnirel and TACTech could suffer a  corresponding  or greater  decline.  In such
event,  both  companies  would  have  to  seek  replacement   markets  in  other
industries.  There can be no assurance  that such markets  would be available or
that either company would be successful in penetrating them.

Dependence on Key Personnel

    The businesses of Omnirel and TACTech are  substantially  dependent upon the
active  participation  and  technical  expertise  of their  executive  officers.
Omnirel  is  dependent  upon  the  services  of John F.  Catrambone,  its  Chief
Executive  Officer,  while TACTech is dependent upon Malcolm Baca, its Executive
Vice President and Chief  Operating  Officer.  The Company  currently  maintains
key-man life insurance  policies on both such executive  officers in the amounts
of $1,500,000  and  $1,700,000,  respectively.  Omnirel also maintains a key-man
life insurance  policy on Mr.  Catrambone in the amount of $2,500,000.  Both the
Company's and Omnirel's Boards of Directors  regularly  re-evaluate the need for
and amount of such key-man life insurance.  There can be no assurance,  however,
that  Zing  or  Omnirel  can  obtain  executives  of  comparable  expertise  and
commitment in the event of death,  or that the business of Zing would not suffer
material adverse effects as the result of the death (notwithstanding coverage by
key-man  insurance),  disability  or voluntary  departure of any such  executive
officer.

Competition

    Although the market for multi-chip power modules and packaged  semiconductor
components is fragmented and no single company maintains a dominant position, it
is  nevertheless  highly  competitive  among the five  manufacturers  (including
Omnirel)  who collectively  account  for  at least 50% of  sales to such market.
Omnirel believes that its products and technologies can compete  favorably  with
the  products  of  its  principal  competitors.  Nevertheless  a  few  of  these
competitors  have  greater financial,  marketing,  servicing  and  research  and
development  resources  than those of Omnirel.  There can be no  assurance  that
existing or potential  competitors will not develop and market products that are
superior  or  perceived  to be superior to  multi-chip  power  modules and other
products supplied by Omnirel.

    TACTech's  license  agreements  are  cancelable on thirty (30) days' notice.
Approximately  50% of  TACTech's  information  for its  data  bases  comes  from
numerous companies in the private sector. Accordingly, there can be no assurance
that  existing  arrangements  with private  suppliers  of data will  continue in
effect  or,  if they are  canceled,  that  TACTech  will be able to  enter  into
arrangements  with other  suppliers on terms as  beneficial  to TACTech as those
presently in effect.  Moreover,  there can be no assurance that other companies,
including existing customers of TACTech, will not avail themselves of sources of
data


                                  Page 10 of 13


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<PAGE>


                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

to develop their own software and data base services either in competition  with
TACTech or to enable them to have their own sources for such services. TACTech's
software  services and data bases are  protected by trade secret  provisions  of
license  agreements and by copyright  laws, but because such provisions and laws
are  frequently  difficult or costly to enforce,  there can be no assurance that
such protection will prove effective.

Technological Change and New Product Development

    In the event of changes in the  structure of the computer  hardware  systems
used by subscribers to operate TACTech's data base software, TACTech would incur
capital  costs for new equipment and  development  costs in connection  with the
reconfiguring  of its software  programs,  which costs could be substantial  and
could have an adverse effect on TACTech's  profitability.  In addition,  TACTech
regularly incurs capital costs in connection with its new product development in
advance of their  being ready for market,  and there can be no  assurances  that
such new products will prove profitable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

The following exhibit is included herein:

(ii)  Statement re:  computation of earnings per share

The  company did not file any report on Form 8-K during the three  months  ended
September 30, 1996.


                                  Page 11 of 13


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                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                   ZING TECHNOLOGIES, INC.
                                                   -----------------------------
                                                          (Registrant)

Date       November 14, 1996                          /s/Robert E. Schrader
     ---------------------------                   -----------------------------
                                                   Robert E. Schrader, President
                                                   and Chief Executive Officer

Date       November 14, 1996                          /s/Martin S. Fawer
     ---------------------------                   -----------------------------
                                                   Martin S. Fawer, Treasurer
                                                   and Chief Financial Officer


                                  Page 12 of 13


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