SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 FORM 10-KSB/A2
(Mark One)
[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934 [NO FEE REQUIRED]
 -

For     the  fiscal  year  ended  February  28,  1997 OR [_]  TRANSITION  REPORT
        PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF 1934
        [NO FEE REQUIRED]

For the transition period from _______________ to _______________

                         Commission file number 1-12680

                              ORYX TECHNOLOGY CORP.
           (Name of Small Business Issuer as specified in its charter)

     Delaware                                             22-2115841
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                          Identification No.)

47341 Bayside Parkway, Fremont, California              94538
--------------------------------------------------   --------
(Address of principal executive offices)              (Zip Code)

Issuer's Telephone Number, including area code:  (510) 249-1144

Securities registered pursuant to Section 12(b) of the Act:
                                                     Name of each exchange
    Title of each class                               on which registered

Common Stock, $.001 par value                NASDAQ/Pacific Stock Exchange
Common Stock Purchase Warrants               NASDAQ/Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of class)





                                    PART III

Item 9. Directors,   Executive  Officers,  Promoters  and  Control  Persons;
        Compliance with Section 16(a) of the Exchange Act.

         The names and ages of the Company's  directors  and executive  officers
are as follows:

<TABLE>
<S>                                 <C>                                                            <C>

         Name                                        Position                                     Age

Philip J. Micciche                  President, CEO and Director                                    63

Chief Financial Officer             40

Arvind Patel                        Chairman of the Board and Director                             50

Andrew Intrater                     Secretary, Treasurer and Director                              35

Dr. John H. Abeles                  Director                                                       52

Jay M. Haft                         Director                                                       61

Ted. D. Morgan                      Director                                                       55

</TABLE>

         PHILIP J. MICCICHE was elected to serve as the Company's  President and
Chief  Executive  Officer and to serve as a Director of the Company on April 25,
1997. From 1993 through 1995, Mr. Micciche was Chief Executive  Officer of AXCIS
Information  Networks,  a provider of sports information data. From 1990 through
1992, Mr.  Micciche was President of Dysan  International  Corp. and oversaw its
IPO in Hong Kong in 1991.  From 1983 through  1990,  he held  several  executive
management  positions at Xidex Corp.  In one of those  positions,  Mr.  Micciche
brought the division from a loss to a substantial profit in less than 15 months.
From 1983 through  1985,  Mr.  Micciche was Senior Vice  President  Marketing at
Xidex  Magnetics  where sales  increased  $42M in that 2 year time period (Xidex
merged with Dysan Corp. in 1985). Prior to 1983, Mr. Micciche has held positions
as CEO, Vice  President  Sales,  Product  Sales  Manager and Chief  Engineer for
various   companies.   Philip  Micciche  received  his  BSEE  from  Northeastern
University in Boston.

         ANDREW INTRATER has been employed in various executive  capacities with
the Company since its  organization in July, 1993 and with Advanced  Technology,
Inc. ("ATI"), the Company's  predecessor  corporation,  since 1981. Mr. Intrater
has been Chief  Operating  officer of ATI since May, 1993,  and Chief  Operating
Officer,  Secretary,   Treasurer  and  a  Director  of  the  Company  since  its
organization.  Between  September,  1988 and May, 1993, Mr.  Intrater  served as
President of ATI and has been a Director  since 1983. He is currently  President
of Oryx's Instruments and Materials  subsidiary.  Mr. Intrater received his B.S.
in Chemical  Engineering from Rutgers  University and M.S. in Materials  Science
from Columbia University.

         ARVIND  PATEL served as President  and Chief  Executive  Officer of the
Company  from its  organization  through  April  1997.  Between  July,  1993 and
October,  1993, Mr. Patel served as Executive Chairman of the Company. Mr. Patel
has served as a Director of the Company from its organization to the present. On
April 25,  1997,  Mr.  Patel  resigned  as  President  and CEO and  assumed  the
responsibilities  of  Chairman  of the  Company's  Board of  Directors.  Between
February 1987 and June 1992, Mr. Patel was General  Partner of Praktek Corp. and
Managing  Director  of its  affiliate,  Praktek  Venture  Fund,  San  Francisco,
California,  which provided asset management  services and financing for various
commercial entities especially those engaged in advanced technology  operations.
Prior thereto,  between June 1985 and January, 1987, Mr. Patel was President and
Chief Executive Officer of Upstart Computer Corporation, Emeryville, California,
a manufacturer of computer peripheral equipment.  Mr. Patel received his B.S. in
Mechanical Engineering and M.B.A. from London University.

         MITCHEL  UNDERSETH has served as Chief Financial Officer of the Company
since November 1996 with additional  responsibilities for human resources.  From
August 1992 through November 1996, Mr. Underseth was Chief Financial Officer for
Triptych  CD/San  Joaquin  Packaging  in Stockton,  California.  From March 1990
through  April  1992,  Mr.  Underseth  was  Chief  Financial  Officer  for Dysan
International/Magnetic  L.P. in Hong Kong, a spin-off of Xidex's  Flexible  Disk
Group.   From  September  1986  through  March  1990,  Mr.  Underseth  was  Vice
President-Finance  for Xidex  Flexible Disk Group and Rigid Oxide Group in Santa
Clara,  California.  Mr.  Underseth  received his M.B.A.  from the University of
Washington  in Seattle and his B.S. in Business  from Lewis and Clark College in
Portland, Oregon.

         JOHN H.  ABELES,  M.D.,  has been a Director of the  Company  since its
organization in July, 1993 and of ATI commencing  October,  1991 and Chairman of
the Board of the Company  from  October,  1993 until April,  1997.  Since March,
1992, Dr. Abeles has been a General Partner of Northlea Partners Ltd. ("Northlea
Partners"),  Boca Raton, Florida, a private investment partnership.  Since 1980,
Dr. Abeles has been President of MedVest,  Inc., Boca Raton, Florida, a business
and financial  consulting  firm.  Dr. Abeles serves on the Board of Directors of
I-Flow  Corporation,   Irvine,  California,  a  publicly  traded  company  which
manufactures  infusion devices,  DUSA  Pharmaceuticals,  Inc., a publicly traded
company which is developing  photodynamic therapy products,  and Encore Medical,
Inc., Austin, Texas, an orthopedic devices concern.


         JAY M. HAFT has served as Director of the Company since February, 1995.
He is a strategic and financial  consultant  for growth stage  companies.  He is
active in international corporate finance, mergers and acquisitions,  as well as
in the representation of emerging growth companies. He has actively participated
in strategic  planning and fund raising for many  high-tech  companies,  leading
edge medical technology  companies and technical product,  service and marketing
companies. He is a Managing General Partner of Venture Capital Associates,  Ltd.
and of Gen Am "1" Venture Fund, a domestic and an international  venture capital
fund,  respectively.  Mr. Haft is also a Director of numerous public and private
corporations,  including Robotic Vision Systems,  Inc. (OTC), Noise Cancellation
Technologies,  Inc. (OTC), Extech, Inc. (OTC), Encore Medical Corporation (OTC),
Viragen, Inc. (OTC), PC Service Source, Inc. (OTC), DUSA  Pharmaceuticals,  Inc.
(OTC),  Oryx  Technology  Corp.  (OTC) and Jenna Lane,  Inc. (OTC). He serves as
Chairman of the Board of Noise Cancellation Technologies, Inc., Extech, Inc. and
Jenna Lane,  Inc. He is currently of counsel to Parker  Duryee Rosoff & Haft, in
New York. He was previously a senior corporate partner of such firm (1989-1994),
and  prior  to  that a  founding  partner  of  Wofsey,  Certilman,  Haft  et al.
(1966-1988).   He  is  a  member  of  the  Florida   Commission  for  Government
Accountability to the People,  National Vice-President of the Miami Ballet and a
Director of the Concert Association of Florida. He is a graduate of Yale College
and Yale Law School.

         TED D.  MORGAN was  elected as a Director of the Company in April 1996.
He serves as Chief Executive  Officer of Entrenet Group,  LLC. He is Founder and
Managing Partner of Alternative Technologies  International ("ATI"), Santa Rosa,
California.  ATI is an  international  financial  advisory firm  specializing in
services for emerging  growth  companies with unique  proprietary  technologies.
Prior to founding ATI, he developed several companies  including the Office Club
which merged with Office Depot in 1990.

Board Committees and Meetings

         During the fiscal year ended  February 28, 1997,  there were 8 Meetings
of the Company's  Board of Directors.  Each Board member attended 90% or more of
the  aggregate of the Meetings of the Board of Directors and the Meetings of all
Committees of the Board of Directors on which he served.

         The  Compensation  Committee  was  established  on March 28, 1995.  The
members of the Compensation  Committee are Dr. John H. Abeles,  and Jay M. Haft,
neither of whom are employees of the Company.  The Compensation  Committee makes
recommendations  with respect to compensation of senior officers and granting of
stock options and stock awards.

         There is no Nominating Committee of the Board of Directors.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

         Section 16(a) of the Exchange Act requires the Company's  directors and
executive  officers,  and  persons  who own  more  than ten  percent  (10%) of a
registered class of the Company's equity securities, to file with the Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
ten percent (10%) stockholders are required by Commission  regulation to furnish
the Company with copies of all Section 16(a) forms they file.

         To the Company's  knowledge,  based solely on a review of the copies of
such reports furnished to the Company and written  representations that no other
reports were  required,  during the fiscal year ended  February  28,  1997,  all
Section 16(a) filing  requirements  applicable  to its  officers,  directors and
greater than ten percent (10%) beneficial  owners were complied with in a timely
manner;  provided,  however,  that  Mitchel  Underseth  did not timely  file his
initial report on Form 3.

Item 10. Executive Compensation

Cash Compensation

         The  following  table sets forth the total  compensation  earned by the
Chief Executive  Officer and the Company's other executive  officers whose total
salary  and  compensation   exceeded  $100,000  for  services  rendered  in  all
capacities for the year ended February 28, 1997 and for the years ended February
29, 1996 and February 28, 1995.

<TABLE>
<S>                         <C>                   <C>                    <C>                   <C>
Name and                    Fiscal                                                             Other Annual
Principal Position          Year                  Salary                 Bonus                 Compensation

Arvind Patel,               1997                  $168,866               $ --                  $3,600
President & CEO             1996                  $140,996               $ --                  $3,600
                            1995                  $128,397               $ --                  $ --

Andrew Intrater,            1997                  $125,583               $ --                  $8,578*
Secretary/Treasurer         1996                  $103,063               $ --                  $8,578*
                            1995                  $  93,583              $ --                  $8,578*

Andrew Wilson               1997                  $  72,475              $ --                  $69,636**
CFO                         1996                  $108,064               $ --                  $ --
                            1995                  $  97,563              $ --                  $ --

</TABLE>


* Other  compensation in relation to Mr.  Intrater  consists of premiums paid on
behalf of Mr.  Intrater for term life insurance in the face amount of $1,000,000
which is payable to Mr.  Intrater's  beneficiary upon his death, less the amount
of the  premiums  theretofore  paid on his  behalf  which  are  remitted  to the
Company. The table does not include other amounts for personal benefits received
by employees in general. The Company also acquired key man insurance on the life
of Mr.  Patel of which it is the  beneficiary.  The  Company  believes  that the
incremental costs of such benefits to each of the identified  executive officers
did not exceed the lesser of $50,000 or 10% of the total annual salary and bonus
of such executive officers.

** Other  compensation in relation to Mr. Wilson includes  payment of four month
separation  salary  pursuant to a  termination  agreement  and  consulting  fees
associated with services rendered to the Company's SurgX operations.

         The following  table sets forth as to the Chief  Executive  Officer and
each of the  executive  officers  named  under the Summary  Compensation  Table,
certain  information  with  respect to grants of options to  purchase  shares of
Common Stock of the Company as of and for the year ended February 28, 1997.



                                OPTION/SAR GRANTS
                          Year Ended February 28, 1997

<TABLE>
<S>                                 <C>                       <C>                       <C>            <C>
                                    Number of
                                    Securities                % of Total
                                    Underlying                Options/SARs              Exercise
                                    Option/SARs               Granted to                or Base
                                    Granted                   Employees in              Price ($Exp.
                                    Number (#)                1997                      per share)        Date
                                    -----------------         ------------------        ----------        ----

Arvind Patel                       200,000                           34%                $1.97            4/1/01
Andrew Intrater                         90,000                       15%                $1.97            4/1/01
Mitchel Underseth                       90,000                       15%                $2.25          11/26/01

</TABLE>

Employment Agreements

         The Company  entered into an employment  agreement with Arvind Patel on
April 15, 1993, providing for annual compensation of $137,000 during the term of
the  agreement.  The  agreement was  terminated  without cause by the Company on
April 25, 1997. On June 6, 1997,  Mr. Patel entered into a separation  agreement
with the Company.  Under the terms of the  separation  agreement  Mr. Patel will
receive  twelve  months  severance  payments  payable  through  April  24,  1998
equivalent to his monthly  salary as of April 24, 1997. In 1993,  Mr. Patel also
entered into a  non-competition  agreement with the Company which  precludes him
from  soliciting  customers  and employees of the Company for a period of twelve
months following  termination of his employment,  and also requires Mr. Patel to
maintain the confidentiality of information and proprietary data relating to the
Company and its activities.

         The Company has also entered into an employment  agreement dated May 3,
1993 with Mr. Andrew Intrater, terminable immediately by either party, providing
for annual  compensation  of $100,000  during the term of the agreement.  In the
event Mr. Intrater is terminated  without cause by the Company,  he will receive
his annual  compensation  for six months.  Mr.  Intrater has also entered into a
non-competition  agreement  with the Company which  precludes his  engagement in
competitive  activities  during the term of his  employment,  precludes him from
soliciting  customers and employees of the Company for a period of twelve months
following  termination  of his  employment,  and also  requires Mr.  Intrater to
maintain the confidentiality of information and proprietary data relating to the
Company and its activities.

         The  Company  has  also  entered  into an  employment  agreement  dated
November 1, 1996 with Mr. Mitchel  Underseth,  terminable  immediately by either
party and providing for annual  compensation  of $120,000 during the term of the
agreement.  Mr. Underseth also received a one-time signing bonus of $25,000.  In
the event Mr.  Underseth is  terminated  without  cause by the Company,  he will
receive his then current monthly salary for a period of six months following the
date of his termination.

         During its 1997 fiscal year, the Company  established a bonus incentive
program for its executive management personnel pursuant to which executives will
have the  opportunity  to earn as a bonus up to 35% of their base  salary  based
upon a combination of individual performance and profitability of the Company or
product line.

There were no bonuses paid pursuant to this program.

         The Company  currently offers basic health and major medical  insurance
to its employees. The Company has adopted a non-contributory 401(k) Plan for its
employees  who wish to  participate  on a voluntary  basis,  but no  retirement,
pension or similar program has been adopted by the Company.

Remuneration of Non-Employee Directors

         Each  member of the Board of  Directors  who is not an  employee of the
Company is compensated for his services as Director as follows: $750.00 for each
Board Meeting attended in person, and $250.00 for each Board Meeting attended by
telephone.

Description of Incentive and Nonqualified Stock Option Plan

         On March 3, 1993,  the Company  adopted its Incentive and  Nonqualified
Stock Option Plan (the "Plan") under which, as subsequently  amended,  1,625,000
shares of Common Stock have been  reserved for issuance to officers,  directors,
employees and consultants of the Company upon exercise of options  designated as
"incentive  stock  options"  within the meaning of Section  422 of the  Internal
Revenue  Code of 1986 or upon  exercise  of  nonstatutory  options.  The primary
purpose of the Plan is to  attract  and retain  capable  executives,  employees,
directors,  advisory  board  members  and other  consultants  by  offering  such
individuals a greater personal interest in the Company's business by encouraging
stock ownership. The Plan is administered by a compensation committee consisting
of outside members of the Board of Directors  which will determine,  among other
things, the persons to be granted options,  the number of shares subject to each
option and the option price. The Plan terminates on March 3, 2003.

         The exercise price of any incentive stock option granted under the Plan
to an eligible  employee must be equal to the fair market value of the shares on
the date of grant,  and with  respect  to  persons  owning  more than 10% of the
outstanding  Common Stock,  the exercise  price may not be less than 110% of the
fair market value of the shares underlying such option on the date of grant. The
Compensation  Committee will determine the term of each option and the manner in
which  it may be  exercised  provided  that no  incentive  stock  option  may be
exercisable  more than ten years after the date of grant,  except for  optionees
who own more than 10% of the Company's  Common  Stock,  in which case the option
may not be for more than five  years.  Further,  no  Director  of the Company or
other  person who is not an employee of the Company  will be eligible to receive
incentive stock options.  From the date of grant until three months prior to the
exercise,  the optionee  must be an employee of the Company in order to exercise
any options, except in the case of disability or death of the employee.  Options
are not  transferable  except  upon the death of the  optionee.  In the event of
disability,  options must be exercised  within twelve months of  termination  of
employment as determined by the  Compensation  Committee.  Nonqualified  options
will have similar terms except the exercise  price therefor may not be less than
85% of the fair market value of the shares underlying such options, and the term
of such  nonqualified  options may not extend beyond ten years and one week. The
Compensation   Committee  has  the  power  to  impose  additional   limitations,
conditions and restrictions in connection with the grant of any option.

         The Company has issued  options to purchase an  aggregate  of 1,364,357
shares of Common  Stock of the  Company  pursuant  to the Plan to the  following
officers  and key  employees  of the Company (as well as other  employees of the
Company) at the weighted average exercise prices described below as of April 30,
1997:


<TABLE>

          <S>                                            <C>                                <C>
                                                                                          Weighted
                                                                                          Average
                                                       Number                             Exercise
         Name                                        of Shares                               Price

         Arvind R. Patel                                241,569                             $1.807
         Andrew Wilson                                  110,719                             $1.959
         Andrew Intrater                                 95,625                             $1.923
         Karen P. Shrier                                 84,000                             $1.072
         Ronald N. Spaight                               34,656                             $1.389
         Bernard Hall                                    60,269                             $1.695
         James Intrater                                  52,250                             $1.931
         Robert Jaynes                                   30,000                             $2.000
         Thomas Landgraf                                 12,000                             $1.375
         Mitchel Underseth                               90,000                             $2.250

</TABLE>

Under the terms of the grant,  the options will vest in various  increments over
various  periods  following  the date of grant,  except with  respect to Messrs.
Patel, Wilson, A. Intrater,  Ms. Shrier and Messrs.  Spaight, Hall, J. Intrater,
Jaynes and  Landgraf,  as to whom options to purchase  64,888,  24,469,  24,375,
11,400,  2,500, 12,269,  12,500, 75,000 and 3,000,  respectively,  vested at the
date of grant.  In  addition,  in the  event of an  optionee's  disability,  all
options granted will immediately  vest, and in the event of an optionee's death,
all options will similarly vest but expire one year thereafter. In the event the
optionee voluntarily  terminates his or her employment or should such employment
be  terminated  by the  Company,  options  that are vested  through  the date of
termination may be exercised for a period of three months  following the date of
termination.

Directors' Non-Qualified Stock Option Plan

         At the  Company's  1996 Annual  Stockholders'  Meeting,  the  Company's
stockholders  approved the  establishment  of the 1996  Directors  Non-Qualified
Stock Option Plan (the "Directors  Plan")  providing for grants to the Company's
non-employee  Directors  ("Outside  Directors")  in order to attract  and retain
Outside  Directors  who  possess  a  high  degree  of  competence,   experience,
leadership and motivation.

         A total of 120,000 shares of Common Stock were reserved for issuance to
the Company's  Outside  Directors upon exercise of  non-qualified  options.  The
Director's Plan is administered by the  Compensation  Committee of the Company's
Board of Directors, which will at all times consist solely of Outside Directors.
Under the Directors Plan, each Outside  Director,  namely Dr. Abeles and Messrs.
Haft,  Mehta,  and Schindler,  received options to purchase 30,000 shares of the
Company's  Common  Stock,  effective  as of April 1, 1996 or such  later date on
which such Outside  Director was appointed to the Board of  Directors.  However,
the grant date of such initial  grants was September  20, 1996,  the date of the
Company's  Annual  Meeting  of  Stockholders  at which  the  Directors  Plan was
approved,  for purposes of determining the exercise price. Each Outside Director
who joins the  Company's  Board of Directors  subsequent  to the approval of the
Directors Plan will initially  receive  options to purchase 30,000 shares of the
Company's  Common  Stock,  effective  as of the date he or she is  appointed  or
elected to the Company's Board of Directors.

         All options  granted under the Directors  Plan will vest in three equal
annual installments commencing with the date of grant, provided that the Outside
Director  continues to serve on the Company's  Board of Directors.  The exercise
price of the options  granted under the Directors Plan will be equal to the fair
market value of the Company's Common Stock on the date of grant. The options are
not  transferable  except  upon the  death of the  optionee.  In the event of an
optionee's  disability,  all options granted will  immediately  vest, and in the
event of an optionee's  death,  all options will  similarly  vest but expire one
year thereafter. In the event the optionee voluntarily resigns from the Board of
Directors or declines to stand for  reelection,  options that are vested through
the date of such  resignation  or  declination  may be exercised for a period of
three months thereafter.  The Directors Plan provides that it may not be amended
more than once  every six  months,  other than to  comport  with  changes in the
Internal  Revenue  Code of 1986,  as amended,  the  Employee  Retirement  Income
Security Act, or the rules thereunder.  The Compensation Committee has the power
to impose additional limitations, conditions and restrictions in connection with
the grant of any option.

Additional Grants of Options

         On May 10, 1994, the Company issued  nonqualified  options to Materials
Modification,  Inc. and Ms. Renee Ford,  consultants to the Company, to purchase
3,000 shares and 9,000 shares of Common Stock of the Company,  respectively,  at
an exercise price of $1.07 per share.  The options were  immediately  vested and
expire ten years following the date of vesting.

         On April 1, 1996,  the  Company  issued a  nonqualified  option to John
Larson, a consultant to the Company,  to purchase 30,000 shares of the Company's
Common  Stock at an exercise  price of $1.31 per share.  The option is presently
fully vested.

Subsidiary Stock Plans

         In  November   1995,   the   Company's   newly   formed,   wholly-owned
subsidiaries,  Oryx Power Products  Corporation,  Oryx Instruments and Materials
Corporation and SurgX  Corporation,  each adopted stock option plans under which
the Board of Directors of each of the subsidiaries granted options to management
to purchase  Class B common  shares in the  subsidiaries  at at least their fair
market values as  determined  by each Board of Directors.  Class B common shares
authorized  for  issuance  in  each of the  Subsidiaries  are  identical  to the
10,000,000  shares of Class A common  shares  owned by the  Company,  except the
Class A common shares possess a liquidation  preference.  The Board of Directors
authorized  1,500,000  million  shares of Class B common  shares for each of the
three  Subsidiaries  to be available for issuance under these stock plans.  Such
options  are not  transferable  except in the event of a public  offering of the
Subsidiaries' stock, and may be repurchased by the Company at its option. Grants
under the plan are for amounts,  vesting periods and option terms established by
each subsidiary's Board of Directors.

         Subsidiary  stock  options  granted as of February 28, 1997,  and which
vest ratably over a five year period, are as follows:

Oryx Instrument and Materials Corporation                            1,139,000
Oryx Power Products Corporation                                      1,381,000
SurgX Corporation                                                      282,000

         The sole  officer  and/or  Director of the  Company to receive  options
pursuant to the Subsidiary stock option program was Andrew Intrater,  Secretary,
Treasurer  and a Director  of the  Company,  who  received  options to  purchase
340,000 shares of Oryx Instrument and Materials Corporation  exercisable at $.45
per share.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following  table sets forth  information  regarding the  beneficial
ownership of the Company's  Common Stock as of April 30, 1997 (i) by each person
who is known to the  Company to be the owner of more than five  percent  (5%) of
the Company's Common Stock,  (ii) by each of the Company's  Directors,  (iii) by
each  of the  Company's  executive  officers,  and  (iv)  by all  Directors  and
executive  officers of the Company as a group. As of April 30, 1997,  there were
issued and outstanding 13,124,821 shares of Common Stock of the Company.


<TABLE>
<S>                                                      <C>                                <C>

                                                     Number of
                                                     Shares of
                                                     Common Stock                       Percent of
  Name and Address                                   Beneficially                       Beneficial
or Identity of Group                                 Owned                              Ownership

   
Arvind Patel (1)                                            272,069                          2.1%
47341 Bayside Parkway
    
Fremont, CA  94538

   
Andrew Intrater (2)                                         268,381                          2.0%
47341 Bayside Parkway
    
Fremont, CA  94538

                                                     Number of
                                                     Shares of
                                                     Common Stock                       Percent of
  Name and Address                                   Beneficially                       Beneficial
or Identity of Group                                 Owned                              Ownership

Mitchel Underseth (3)                                         4,500                          *
47341 Bayside Parkway
Fremont, CA  94538

John Abeles (4)                                             499,172                          3.8%
2365 Northwest 41st Street
Boca Raton, FL  33431

   
Jay M. Haft (5)                                             119,600                          1.0%
2 Grove Isle Dr., #1208B
    
Coconut Grove, FL  33122

   
Ted D. Morgan (6)                                            14,850                          *
5213 El Mecado Parkway
    
Santa Rosa, CA 95403

   
Windstar Investments N.V. (7)                             1,002,667                          7.6%
200 East Broward Blvd.,
    
Suite 1900
Fort Lauderdale, FL  33302

   
Equitable Life Assurance                                  1,000,000                          7.6%
Society
City Place House
55 Basinghall Street
    
London EC2V 5DR

   
MR High Octane Fund                                         842,105                          6.4%
c/o Meespierson Fund Services
18-20 North Quay
Douglas, Isle of Man 1M991M
    

All Officers and Directors
   
as a Group (6 persons) (8)                                1,178,572                          9.0%
    

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

</TABLE>

   
*        Represents less than 1%.

(1)      Includes  129,069  shares  subject to stock options  exercisable  as of
         April 30, 1997 or within 60 days thereafter,  and 35,000 shares held as
         a custodian for Mr. Patel's minor children. Also includes 16,096 shares
         of Common Stock issuable upon conversion of the 1996 Bridge Warrant.

(2)      Includes 44,297 shares subject to stock options exercisable as of April
         30, 1997 or within 60 days  thereafter  and 500 shares of Common  Stock
         issuable upon conversion of Warrants.

(3)      Represents shares subject to stock options  exercisable as of April 30,
         1997 or within 60 days thereafter.

(4)      Includes 303,008 shares of Common Stock held by Northlea Partners Ltd.,
         a  consultant  to the  Company,  of which  Dr.  Abeles  is the  General
         Partner,  and 35,000 shares  issuable upon  conversion of the Company's
         Series A Preferred Stock also held by Northlea Partners.  Also includes
         9,375 shares of Common Stock  issuable upon exercise of certain  Bridge
         Warrants.   Includes  25,000  shares  of  Common  Stock  issuable  upon
         conversion of Warrants, held by Northlea Partners. Also includes 30,000
         shares subject to other stock options  exercisable as of April 30, 1997
         or within 60 days  thereafter.  Also  includes  96,789 shares of Common
         Stock issuable upon conversion of the 1996 Bridge Warrant.

(5)      Includes 30,000 shares subject to stock options.

(6)      Represents shares subject to stock options  exercisable as of April 30,
         1997 or within 60 days thereafter.

(7)      Includes  336,000  shares of Common Stock  issuable upon  conversion of
         Warrants.

(8)      Includes an  aggregate  of 435,476  shares  issuable  upon  exercise of
         warrants and stock options and conversion of Preferred Stock,  included
         pursuant to notes (1)-(6).
    

Item 12. Certain Relationships and Related Transactions.

         The Company was  incorporated  in  Delaware  on July 26,  1993,  and on
September  29,  1993  executed  a Plan and  Agreement  of Merger  with  Advanced
Technology,  Inc.  ("ATI"),  a New Jersey  corporation and the Company's  parent
corporation and  predecessor.  ATI was organized on April 2, 1976 under the laws
of the  State of New  Jersey.  In  connection  with  this  merger,  the  Company
exchanged  with  the  stockholders  of ATI an equal  number  of  shares  for the
outstanding  shares  of  capital  stock  of ATI  outstanding  at the time of the
merger.  The nominal number of shares of the Company  outstanding at the time of
the  merger  were  canceled  as part of the Plan and  Agreement  of  Merger.  In
addition,  the Company  exchanged  45,000 shares of its Series A Preferred Stock
for the 45,000 shares of Series A Preferred  Stock that were  outstanding of the
predecessor corporation and which had the same designations and preferences that
had been  established  for the  Series  A  Preferred  Stock  of the  predecessor
corporation.

   
         In May 1993,  ATI issued an aggregate of $375,000  principal  amount of
its secured  promissory  notes at an interest rate equal to the published  prime
rate of The Wall  Street  Journal,  but not to exceed 9% per  annum,  and 45,000
shares of its Series A $25 2% Convertible Cumulative Preferred Stock convertible
into 525,000 shares of Common Stock of the Company.  The notes were retired from
the proceeds of the Company's public offering completed in April 1994.  Northlea
Partners,  of which Dr.  John Abeles is the General  Partner,  acquired  $25,000
principal amount of such promissory notes and 3,000 shares of Series A Preferred
Stock.

         In May 1995, the Company  completed a private  placement  consisting of
2,536,290 shares of Common Stock pursuant to which the Company received proceeds
of  approximately   $1,900,000.   Northlea  Partners,   Ltd.,   acquired  for  a
consideration of $150,000,  200,000 shares of this private placement.  Mr. Nitin
T. Mehta, a former Director of the Company, acquired for himself and through his
retirement  account set up by Mehta & Co., Inc.,  573,334 shares of Common Stock
for a consideration of $430,000 principal amount. Mrs. Judith A. Schindler, wife
of  Bruce L.  Schindler,  a  former  Director  of the  Company,  acquired  for a
consideration of $50,000, 66,667 common shares of this private placement. Jay M.
Haft,  a Director of the  Company,  acquired  89,600  shares of Common Stock for
$67,200  consideration.  Andrew  Wilson,  the Company's  former Chief  Financial
Officer,  acquired  10,000 shares for $7,500  consideration.  Arvind Patel,  the
Company's  former Chief Executive  Officer and a Director,  acquired for himself
and his two children a total of 40,000 shares for a consideration of $30,000.
    

         In February  1996,  the  Company  issued  warrants to purchase  332,551
shares of Common Stock at a per share price of $1.25 in connection with a bridge
loan made to the Company which was subsequently repaid.  Northlea Partners, Ltd.
received  warrants to purchase  96,789  shares of Common Stock  relating to this
bridge loan.  Mr. Nitin Mehta  received  warrants to purchase  117,049 shares of
Common Stock  relating to this bridge loan.  Arvind Patel  received  warrants to
purchase 16,096 shares of Common Stock relating to this bridge loan.

Item 13. Exhibits, List and Reports on Form 8-K

         (a)      Exhibits

         Exhibit No.                        Description

         10.1        Agreements relating to $5,500,000 borrowing facility dated
                     May 28 and 29, 1997 (*)(+)

         10.2        Letter of Separation Agreement with Arvind Patel (*)

(*)      Filed herewith.

(+)      Confidential treatment of certain portions of these agreements has been
         applied for with the Securities and Exchange Commission.