<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 March 31, 1997

                         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 March
31, 1997 was 2,490,699.


<PAGE>

<PAGE>




                                      INDEX

                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>


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

          Condensed consolidated balance sheets - March 31, 1997 and
          June 30, 1996..............................................................................3

          Condensed consolidated statements of operations - three months ended
          March 31, 1997 and 1996; nine months ended
          March 31, 1997 and 1996....................................................................4

          Condensed consolidated statements of cash flows - nine months ended
          March 31, 1997 and 1996....................................................................5

          Notes to condensed consolidated financial statements -
          March 31, 1997.............................................................................6

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations................................................................7-9

PART II.  OTHER INFORMATION

Item 5.   Other Information......................................................................10-12

Item 6.   Exhibits and Reports on Form 8-K..........................................................12

          Signatures................................................................................13

          Exhibit 11 - Computation of earnings per share - three months
          and nine months ended March 31, 1997 and 1996.............................................14

          Exhibit 27 - Financial Data Schedule......................................................15
</TABLE>

                                  Page 2 of 14


<PAGE>

<PAGE>



                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

PART 1.   FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS

                                   A S S E T S

<TABLE>
<CAPTION>

                                                                                           MARCH 31               JUNE 30
                                                                                             1997                   1996
                                                                                         ---------------------------------
                                                                                         (UNAUDITED)               (NOTE)
                                                                                         ---------------------------------
                                                                                                   (000'S OMITTED)
                                                                                         ---------------------------------
<S>                                                                                          <C>                  <C>

Current Assets

     Cash and cash equivalents..................................................                $ 625               $ 727
     Marketable securities......................................................               21,537              19,927
     Accounts receivable, less reserves of
        $148 and $135, respectively.............................................                3,066               2,352
     Inventories................................................................                5,277               4,290
     Prepaid expenses...........................................................                  272                 145
     Other current assets.......................................................                  454                 341
                                                                                           ----------         -----------
Total Current Assets............................................................               31,231              27,782
Property, Plant and Equipment...................................................               10,967              10,002
     Less accumulated depreciation and amortization.............................                5,772               5,181
                                                                                            ---------          ----------
                                                                                                5,195               4,821
Deferred Income Taxes, net of valuation allowance...............................                1,095               1,095
Excess of Cost Over Assets Acquired, net of amortization
     amortization of $1,135 and $1,021, respectively............................                1,401               1,515
Other Assets....................................................................                   37                  38
                                                                                             --------            --------
     TOTAL ASSETS...............................................................             $ 38,959            $ 35,251
                                                                                             ========            ========

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

Current Liabilities
     Accounts payable...........................................................              $ 1,953             $ 1,495
     Accrued expenses & taxes payable...........................................                1,405               1,698
     Accrued compensation expense...............................................                  441                 666
     Loan payable - bank........................................................                  300               5,831
     Due to broker..............................................................               11,154               2,229
     Short position in marketable equity securities.............................                    -               1,026
     Current portion of  long-term obligations..................................                   70                  39
                                                                                             --------            --------
Total Current Liabilities.......................................................               15,333              12,984
Long-Term Obligations, less current portion.....................................                2,995               1,445
Deferred Income - non-compete agreement.........................................                  650               1,100
Stockholders' Equity
     Common Stock, par value $.01 per share: authorized 12,000,000
     shares; issued 2,890,617 shares as of March 31, 1997 and
     2,874,117 shares as of June 30, 1996.......................................                   28                  28
     Additional paid-in capital.................................................               13,912              13,860
     Note receivable from stockholder...........................................                 (140)               (170)
     Net unrealized gain (loss) on marketable securities........................                 (307)                220
     Retained earnings..........................................................                8,930               6,767
     Less: treasury shares at cost 399,918 shares at
        March 31, 1997 and 255,018 shares at June 30, 1996......................               (2,442)               (983)
                                                                                             --------             -------
Total Stockholders' Equity                                                                     19,981              19,722
                                                                                             --------             -------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................................             $ 38,959             $ 35,251
                                                                                             ========             ========

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

</TABLE>


           See notes to condensed consolidated financial statements.

                                  Page 3 of 14


<PAGE>

<PAGE>



                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

             CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

<TABLE>
<CAPTION>


                                                                      THREE MONTHS ENDED           NINE MONTHS ENDED
                                                                           MARCH 31,                  MARCH 31,
                                                                       1997         1996          1997           1996 
                                                                    -----------------------------------------------------
                                                                          (000'S OMITTED, EXCEPT PER SHARE DATA)
                                                                    -----------------------------------------------------
<S>                                                                  <C>           <C>          <C>            <C>     
Net Sales......................................................      $ 5,405       $ 4,910      $ 15,505       $ 21,419
Cost of goods sold.............................................        2,981         2,802         8,785         11,473
                                                                       -----         -----       -------        -------
Gross Profit...................................................        2,424         2,108         6,720          9,946

Selling, general and administrative expenses...................        1,954         1,598         5,451          5,423
Provision for doubtful accounts ...............................            6           ---            18            ---
Depreciation and amortization of property, plant, equipment
     and excess of costs over assets acquired..................          158           136           450            389
Interest expense ..............................................          190            58           700            155
Interest and other (income) loss - net.........................         (669)         (394)       (2,407)          (856)
Minority interest in income of consolidated subsidiary.........          ---            31           ---             31
                                                                       -----         -----       -------        -------
Income before income taxes.....................................          785           679         2,508          4,804
Provision for income taxes.....................................          ---           188           345          1,551
                                                                       -----         -----       -------        -------
Net income.....................................................        $ 785         $ 491       $ 2,163        $ 3,253
                                                                       =====         =====       =======       ========

Net income per Common and Common Equivalent Share..............       $ 0.31        $ 0.18        $ 0.86         $ 1.23

Number of shares used in computation...........................    2,486,000     2,680,000     2,499,000      2,653,000


</TABLE>


            See notes to condensed consolidated financial statements.

                                  Page 4 of 14


<PAGE>

<PAGE>



                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                      NINE MONTHS ENDED
                                                                                          MARCH  31,
                                                                                   1997                1996
                                                                                ------------------------------
                                                                                        (000'S OMITTED)
                                                                                ------------------------------
<S>                                                                              <C>                   <C>    

OPERATING ACTIVITIES
     Net income   .....................................................          $ 2,163               $ 3,253
        Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
           Depreciation and amortization...............................              705                   643
           Amortization of non-complete agreement......................             (450)                 (450)
           Provision for losses on accounts receivable.................               18                     4
           Changes in operating assets and liabilities:
               Accounts receivable.....................................             (724)                  927
               Inventories.............................................             (987)                  224
               Prepaid expenses and other current assets...............             (239)                  150
               Accounts payable and accrued expenses ..................              (50)                  649
               Other ..................................................              ---                    (5)
     Unrealized losses (gains) on marketable securities................             (527)                  ---
                                                                                  ------                 ------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES....................              (71)                 5,395

INVESTING ACTIVITIES
     Purchases of property and equipment...............................             (965)                  (588)
     Net increases of marketable securities............................           (1,610)                (5,855)
     Net borrowing on securities.......................................            2,068                    ---
                                                                                  ------                -------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES....................             (507)                (6,443)

FINANCING ACTIVITIES
     Proceeds from lines of credit and long-term borrowings ...........            2,088                    712
     Repayment of loan receivable shareholder..........................               30                     80
     Repurchase of common stock for treasury...........................           (1,459)                  (390)
     Issuance of common stock..........................................              ---                    222
     Exercise of stock warrants........................................               22                    ---
     Reduction of notes payable and long-term debt.....................             (205)                   ---
                                                                                   -----                  -----
NET CASH PROVIDED BY FINANCING ACTIVITIES..............................              476                    624

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...................             (102)                  (424)
     Cash and cash equivalents at beginning of period..................              727                  1,366
                                                                                   -----                  -----
CASH AND CASH EQUIVALENTS AT END OF PERIOD.............................            $ 625                  $ 942
                                                                                   =====                  =====
</TABLE>
            See notes to condensed consolidated financial statements.

                                  Page 5 of 14


<PAGE>

<PAGE>



                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

                                 MARCH 31, 1997

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 nine-month period ended March 31, 1997
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>
                                                   March  31,        June 30,
                                                      1997             1996
                                                   ----------------------------
<S>                                                  <C>             <C>    
Raw materials................................        $ 2,980         $ 2,472
Work in process..............................          1,551           1,294
Finished goods...............................            746             524
                                                     -------         -------
                                                     $ 5,277         $ 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 -- SUBSEQUENT  EVENTS

     On January 30, 1997, the Company's TACTech  subsidiary filed a registration
statement with the Securities and Exchange Commission  registering the Company's
90% ownership in TACTech for distribution in the previously  announced  proposed
spinoff of TACTech stock. An amendment to such registration  statement was filed
on May 2, 1997.

     In April 1997,  the Company  entered into a  $7,500,000  line of credit and
borrowed  this amount  from Fleet Bank with  interest at a fixed rate of 5.6875%
and an  expiration  date of March 2, 1998.  Proceeds  from the loan were used to
reduce  borrowings  under the Company's  brokerage  margin  account.  Marketable
securities,   principally   preferred   stocks  with  a  fair  market  value  of
approximately $15,000,000,  were used as collateral for the borrowing from Fleet
Bank.

                                  Page 6 of 14

<PAGE>

<PAGE>


                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF 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      Nine Months Ended
                                                                                      March  31,                 March 31,
                                                                                 1997         1996           1997         1996
                                                                                -------------------------------------------------

<S>                                                                              <C>         <C>            <C>           <C>
Net sales     .............................................................     100.00%       100.00%       100.00%       100.00%
Cost of goods sold.........................................................      55.15         57.07         56.66         53.56
                                                                                ------         -----         -----         -----
Gross profit...............................................................      44.85         42.93         43.34         46.44

Selling, general and administrative expenses...............................      36.14         32.56         35.16         25.32
Provision for doubtful accounts............................................        .11           --            .12           --
Depreciation and amortization of property and equipment ...................       2.93          2.76          2.90          1.82
Interest expense and amortization of
     deferred note issuance cost...........................................       3.51          1.19          4.52          0.73
Interest and other income - net............................................     (12.35)        (8.02)       (15.54)        (4.00)
Minority interest..........................................................        --          (0.63)          --          (0.15)
                                                                                ------         -----         -----         -----
Income before income taxes.................................................      14.51         13.81         16.18         22.42
Provision for income taxes.................................................        --           3.80          2.23          7.24
                                                                                ------         -----         -----         -----
  Net income...............................................................      14.51%        10.01%        13.95%        15.18%
                                                                                =======        ======        ======        ======
</TABLE>


THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996

     The Company reported net income of $785,000 or $.31 per share,  compared to
$491,000  or  $.18  per  share  for  the  comparable  quarter.  Compared  to the
comparable  quarter in 1996 wherein most of the income was derived from Omnirel,
the  Company's  material  operating  subsidiary,  most of the current  reporting
quarter's  income was  generated  by the  Company's  investment  portfolio.  The
Company's subsidiaries,  Omnirel and TACTech,  increased their current reporting
income by 22% and 72%, respectively, over the comparable quarter.

     Revenues for the quarter ended March 31, 1997 were $5,405,000, comprised of
net sales of the Company's  Omnirel  subsidiary of $4,836,000  and the Company's
TACTech  subsidiary of $569,000.  Net sales for the quarter ended March 31, 1996
were $4,910,000,  comprised of net sales of the Company's Omnirel subsidiary and
TACTech of $4,500,000 and $410,000, respectively.

     There was a net  increase  in revenue  from the  comparable  quarter in the
approximate  amount of $500,000.  Included in Omnirel's  revenues is a continued
fulfillment  of a series of orders  placed by General  Electric  for  multi-chip
power  modules  systems which  accounted  for 20% of Omnirel's  revenues for the
quarter  ended March 31, 1997, as compared to 27% in the  comparable  quarter in
1996.  This decrease was  partially  offset by an increase of 71% in revenues of
other products and services

                                  Page 7 of 14


<PAGE>

<PAGE>



                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

THREE MONTHS ENDED MARCH 31, 1997 COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
(continued)

from the comparable quarter in 1996. This increase was significantly  attributed
to an increase in product sold through  Omnirel's  exclusive  distributor,  Zeus
Electronics/An  Arrow  Company,  and the  addition  of a  significant  customer.
Product sold to such distributor and new customer represented  approximately 28%
in the aggregate of the current  quarter's sales volume as compared to 7% in the
prior period.

     Net sales of TACTech  increased  28% for the  quarter  ended March 31, 1997
compared to the quarter ended March 31, 1996 due  principally  to an increase of
approximately 30% in the number of TACTech subscribers.

     Profits from Omnirel and TACTech  represent 76% and 24%,  respectively,  of
the  Company's  consolidated  gross profit of  $2,424,000 as compared to 81% and
19%,  respectively,  of  consolidated  gross  profit of  $2,108,000  during  the
comparable 1996 quarter. Omnirel's cost of goods sold for the quarter (expressed
as a percentage of sales  revenues) was 61.7% and remained  relatively  constant
compared to the prior reporting quarter (62.3%).

     Selling,  general and administrative  expenses increased during the current
reporting quarter to $1,954,000 from $1,598,000 in the comparable  quarter.  The
increase  in  selling,  general  and  administrative  expenses  expressed  as  a
percentage  of sales  revenues  increased  to 36.1% from 32.6%.  The increase is
primarily  attributed  to  increases  in selling and  research  and  development
expenses  at Omnirel of  $120,000  and  $105,000,  respectively,  and an overall
general  increase  in  consolidated  general  and  administrative   expenses  of
$173,000.

     Consolidated interest expense increased  approximately  $130,000 during the
current   reporting   quarter  from  the  comparable   1996  quarter   primarily
attributable  to  borrowings  from a bank  and a  brokerage  house  for  capital
required to both increase and maintain the Company's investment portfolio.

     Interest  income and other  income  increased  to $669,000  for the current
reporting quarter as compared to $394,000 for the comparable  quarter.  Interest
and dividend  income  increased  approximately  $101,000  over the 1996 quarter.
Realized and  unrealized  gains on  securities  grew to  approximately  $174,000
during the current quarter from a loss of $10,000  reported in the quarter ended
March 31, 1996.  The increase in dividends is  attributed  to the  significantly
increased  portfolio of preferred  stocks as compared to the portfolio as at the
end of third quarter of fiscal 1996.

     Prior  to  the  quarter  ended  March  31,  1997,  the Company recognized a
decrease in value in its preferred  stock portfolio as reported in its financial
statements.  During  the  quarter ended March 31, 1997, primarily as a result of
the redemption of all of its preferred stock portfolio (other than the preferred
stock  acquired during such quarter),  the Company  generated a capital loss for
tax  purposes  offsetting  a recognizable capital gain reported through the nine
months  ended March 31, 1997 and  reducing the  effective  tax rate to 14%. As a
result,  the  Company  has  not provided an income tax provision for the quarter
ended March 31, 1997.

     The backlog as at March 31,  1997 was  approximately  $10,900,000  of which
less than 15% (or  $1,570,000)  represented  the orders  from  General  Electric
compared to a backlog as at March 31, 1996 of approximately  $9,300,000 of which
12% (or $948,000) represented orders from General Electric.

NINE  MONTHS ENDED MARCH 31, 1997 COMPARED TO NINE MONTHS ENDED MARCH 31, 1996

     The Company  reported  net income of  $2,163,000  or $.86 per share for the
nine months  ended March 31, 1997 as compared to  $3,253,000  or $1.23 per share
for the nine months ended March 31, 1996.  Compared to the comparable nine month
period,  wherein  substantially all of the income was derived from Omnirel,  the
Company's  material  operating  subsidiary,  substantially  all of  the  current
reporting period's income was generated by the Company's investment portfolio.

     Revenues  for the  nine  months  ended  March  31,  1997  were  $15,505,000
comprised of net sales of the Company's  Omnirel  subsidiary of $13,900,000  and
the Company's  TACTech  subsidiary of $1,605,000.  Net sales for the nine months
ended  March 31,  1996 were  $21,419,000  comprised  of net sales of  Omnirel of
$20,236,000 and TACTech of $1,183,000.

                                  Page 8 of 14

<PAGE>

<PAGE>


                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

NINE  MONTHS ENDED MARCH 31, 1997 COMPARED TO NINE MONTHS ENDED MARCH 31, 1996
(CONTINUED)


     Omnirel sales include 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 nine months ended March 31, 1997,
these revenues declined to approximately $2,900,000 (or 21%) of total sales from
approximately  $12,800,000  (or 60%) of  total  sales  in the  prior  comparable
reporting  period.  Revenues from other products and service segments  increased
48% over the comparable period. This increase was significantly attributed to an
increase   in   product  sold  through  Omnirel's  exclusive  distributor,  Zeus
Electronics/An  Arrow  Company,  and  the  addition  of  a significant customer.
Product sold to such distributor and new customer represented  approximately 18%
in the aggregate of the current period's sales revenue as compared to 4% in  the
prior period.

     Net sales of TACTech increased 35% for the nine months ended March 31, 1997
as compared to the  comparable  1996  period due  principally  to an increase of
approximately 30% in the number of TACTech subscribers.

     Profits  for the nine  months  ended  March 31, 1997 at Omnirel and TACTech
represent 76% and 24%, respectively,  of the Company's  consolidated  $6,720,000
gross  profit,  as compared to 88% and 12%,  respectively,  of the  consolidated
gross  profit of  $9,946,000  during  the nine  months  ended  March  31,  1996.
Omnirel's cost of goods sold increased 8.5% as a percentage of net sales for the
current  reporting period as compared to the comparable period in 1996. This was
primarily  attributed  to the  reduction of  production  volume in the series of
orders placed by General Electric. Due to the reduction of unit volume for these
multi-chip  power  modules,  there was an  increase  in labor and  manufacturing
overhead  rates  (expressed  as a  percentage  of net  sales)  of 2.7% and 3.6%,
respectively.

     The  consolidated  selling,   general  and  administrative   expenses  were
approximately  $5,400,000 from period to period.  The two factors affecting this
category  during  the nine  months  ended  March  31,  1997 were a  decrease  of
consolidated  selling,  general and  administrative  costs of  $200,000,  and an
increase in research and development of approximately $200,000 at Omnirel.

     Consolidated interest expense grew to $700,000 during the nine months ended
March 31,  1997 from  $155,000  during the  comparable  1996  reporting  period.
Approximately $400,000 of the increase is attributable to borrowings from a bank
and a  brokerage  house for  capital  required  to  increase  and  maintain  the
Company's  investment  portfolio.  In addition,  approximately  $140,000 of this
increase is attributable to a mortgage executed at the end of calendar year 1995
on Omnirel's plant facility located in Leominster,  Massachusetts  and financing
of additional  production  equipment.  A loan in the amount of $5,000,000 due to
Fleet Bank, as well as all loans due to a brokerage house,  were fully repaid on
January 31, 1997 with the proceeds  from the  redemption of all of the preferred
stocks in the Company's investment portfolio.

     For the nine months  ended March 31,  1997,  interest  and other net income
grew to  approximately  $2,407,000,  an  increase of  $1,550,000  from the prior
reporting period.  This net increase from the comparable period is attributed to
an increase in dividends and interest of  approximately  $1,070,000 and realized
gains of approximately  $595,000,  offset by an increase of unrealized losses of
approximately  $115,000.  There was an  increase in the  quantity  of  preferred
shares held during this  reporting  period as compared to the nine months  ended
March 31, 1996.

     Prior  to  the  quarter  ended  March  31,  1997,  the Company recognized a
decrease in value in its preferred  stock portfolio as reported in its financial
statements.  During the quarter  ended  March 31, 1997, primarily as a result of
the  redemption  of  all  of its  preferred  stock  portfolio (other   than  the
preferred stock  acquired during such quarter), the Company  generated a capital
loss for tax  purposes offsetting  a  recognizable capital gain reported through
the  nine  months   ended  March 31, 1997  and   reducing the  effective tax the
Company has  not  provided  an  income  tax  provision  for  the  quarter  ended
March 31, 1997.

LIQUIDITY AND CAPITAL RESOURCES

     Management  expects  that the  Company's  internally  generated  funds  and
available  bank lines of credit  will be  sufficient  to finance  the  continued
operations of the Company.

                                  Page 9 of 14


<PAGE>

<PAGE>



                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

                           PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

     When  used in this Form  10-QSB,  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 undue  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  opinion 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.

SALES TO SIGNIFICANT CUSTOMER

     Sales of various industrial  products to General Electric  represented 63%,
and 58% of  Omnirel's  sales  revenues  for the fiscal year ending June 30, 1995
(each such fiscal year ending on June 30, a "Fiscal Year") and Fiscal Year 1996.
A single project  accounted for  approximately 63% of Fiscal Year 1995 sales and
58% of Fiscal Year 1996  sales.  In Fiscal  1995 and 1996,  Omnirel  depended on
sales to  General  Electric  arising  from  such  project.  As a  result  of the
continued  anticipated decrease in sales to General Electric in Fiscal Year 1997
as the series of orders from such project  continues to be fulfilled,  there can
be no assurance  that Omnirel  will be able to  compensate  for the loss of such
sales in future periods or 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;  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

                                  Page 10 of 14

<PAGE>

<PAGE>



                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

     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 product, which can affect margins.


RAW MATERIALS

     Difficulties  in obtaining raw  materials,  supplies and other items needed
for the  production of products and capacity  constraints  may have an affect 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 material required by Omnirel;  and failures of manufacturing
economies to develop when planned.

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.  Zing
is dependent  upon the services of its Chief  Executive  Officer and  President,
Robert  E.  Schrader.  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

                                  Page 11 of 14

<PAGE>

<PAGE>


                    ZING TECHNOLOGIES, INC. AND SUBSIDIARIES

key-man life insurance  policies on both such executive  officers in the amounts
of $1,600,000 and $1,700,000, respectively Omnirel also maintains a key-man life
insurance  policy on Mr.  Catrambone in the amount of $2,500,000.  Zing does not
maintain such insurance on Mr. Schrader.  Both the Company's and Omnirel's Board
of Directors  regularly  re-evaluate the need for and the 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 approximately 50% of sales to such market.
Omnirel believes that its products and  technologies can compete  favorable 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 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 CHANGES 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 cost 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 assurance that such
new products will prove profitable.

INVESTMENT PORTFOLIO

     Consistent with the limitations imposed by the Board of Directors, Zing has
invested  in  common  stock  of large  capitalization  issuers  in the  field of
electronic  equipment   manufacturing  and/or  semiconductor   manufacturing  or
distribution,  and preferred stocks. Like any other investor, Zing is subject to
fluctuations in the trading prices and values of Zing's  investments and general
stock market  conditions as a result of numerous  factors outside the control of
Zing.  These  fluctuations  and stock market  conditions  could  materially  and
adversely affect the Company.

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 nine  months  ended
March 31, 1997.

                                  Page 12 of 14

<PAGE>

<PAGE>


                    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:   May 14, 1997                           \s\ Robert E. Schrader
                                               ---------------------------------
                                               Robert E. Schrader, President and
                                               Chief Executive Officer

Date: May 14, 1997                             \s\ Martin S. Fawer
                                               ---------------------------------
                                               Martin S. Fawer, Treasurer and
                                               Chief Executive Officer

                                  Page 13 of 14


<PAGE>