UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 1996
--------------------------------
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission File Number 33-55254-45
ASSOCIATED TECHNOLOGIES
(Exact name of registrant as specified in its charter)
NEVADA 87-0485306
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
1204 THIRD AVENUE, SUITE 172
NEW YORK, NY 10021
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 988-0394
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 period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [ X ] Yes [ ] No
Class Outstanding as of September 30, 1996
- ----------------------- -------------------------------------
CLASS A COMMON STOCK 2,148,000 shares
Par Value $0.001
1
<PAGE>
PART I - FINANCIAL INFORMATION
- -------------------------------------------------------------------------------
Item 1. Financial Statements
- -------------------------------------------------------------------------------
Financial Statements Page
Consolidated Balance Sheets as at December 31, 1995 and
September 30, 1996 F-1
Consolidated Statements of Operations for the quarter ending
September 30, 1996 F-2
Consolidated Statement of Shareholders' Equity for the period
from August 9, 1990 to September 30, 1996 F-3
Consolidated Statements of Cash Flows for the quarter ending
September 30, 1996 F-4
Selected Notes to Consolidated Financial Statements F-5
- -------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
- -------------------------------------------------------------------------------
Results of Operations
During the quarter ended June 30, 1996, the Company acquired all of the issued
and outstanding capital of Ogenic Technologies Pty Limited, an Australian based
operating company. Ogenic was acquired towards the end of June, following the
completion of a creditor protection administration, the Australian equivalent of
a Chapter XI reorganization, controlled by accountants Ernst & Young. The
reorganization was funded and promoted by Chancellor Group, Inc. with First
Sydney Capital Limited.
The necessity to seek creditor protection was not caused by any weakness in the
underlying operations of the business, but through personal embezzlement by
former directors of the Company. Ogenic was awarded judgement against the
directors in all 10 pleas sought. No benefit for Ogenic arising from the actions
has yet been brought to account.
The operating results for the three months ended September 30, 1996 reflect the
operations of Ogenic and the Company. Operating results for the quarter and nine
months ended September 30, 1996 are not necessarily indicative of the results
that can be expected for the year ending December 31, 1996. Results for the nine
months ended September 30, 1996 also reflect certain one-off transactions in
connection with the establishment of a Research & Development syndication which
would not be expected to recur.
Ogenic entered into a tax based Research & Development program in June 1996
funded by tax effective investments under an Australian government sponsored
initiative. The program, to develop a suite of products known as the Virtual
Interactive Radio Station, has been thrown into some confusion, following a
change of policy by the Australian government.
The full and timely development of the VIRS suite is dependent upon the
provision of R&D funding. Given the doubt over the June 1996 program, and the
fact that investment funds paid under the
2
<PAGE>
program are still held in escrow, the asset being funds on deposit and
receivables and offsetting liabilities being Deferred income have been reversed.
If the program is reinstated, or converted to a form of direct government grant,
as is the more likely, the balance sheet will be amended to reflect the changes.
This is not expected before the March quarter 1997.
The Company has also issued shares in connection with the establishment of a
second R&D program which will be in place by the end of the June quarter 1997.
In the absence of the anticipated R&D funding, the Company has nevertheless
completed the development of the first component of the VIRS suite. Known as the
Virtuoso, this digital radio station will be released in December 1996 and has
already attracted interest throughout Australia and Asia.
Liquidity and Capital Resources
The Balance Sheet as at September 30 reflects the assets and liabilities
following the acquisition of Ogenic. Current Liabilities are about $438,000. The
main items of Current Liabilities are accounts payable and accrued expenses.
Current assets are about $1,635,000, the main item of which is prepaid expenses
that will be charged to expense in 1997. The prepaid items include advertising
and an up-front fee for a Research & Development program for 1997.
The Company has been funded to the extent of more than $1,500,000 by major
shareholders, Chancellor Group, Inc., and First Sydney Capital. These debts have
been converted to equity during the quarter. The Company's ongoing operations
are dependent upon the continued support of its major shareholders, and the
receipt of R&D funding under the Australian government's modified R&D program,
and a second R&D scheme which will be funded by June 1997.
Impact of Inflation
The Company believes that its activities are not materially affected by
inflation.
Foreign Currency Exposure
Income from Ogenic Technologies Pty Limited, the Company's operating subsidiary,
will be in the form of Cash received from customers for sales of products,
services, and technology, and the reimbursement of funds expended on Research &
Development. In the main, contracts are negotiated in Australian Dollars, with
liabilities incurred in Australian Dollars.
Exchange Rate
The Exchange Rate at September 30, 1996 was: $US1.00 = $AU1.27
3
<PAGE>
PART II - OTHER INFORMATION
- -------------------------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K
- -------------------------------------------------------------------------------
(a) The following exhibits are included in this filing:
Page
Financial Statements as of September 30, 1996 F-1
Financial Data Schedule
(b) Reports on Form 8-K.
During the quarter, the Company filed an 8-K to announce the acquisition of
Ogenic Technologies Pty Limited as a wholly-owned subsidiary. The 8-K was
dated June 28, 1996 and filed July 12, 1996.
4
<PAGE>
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 hereunto duly authorized.
ASSOCIATED TECHNOLOGIES
By: s/ Neil Alan Green
Neil Alan Green, President
Dated: November 19, 1996
5
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS 9/30/96
(Unaudited) 12/31/95
CURRENT ASSETS ----------------- -----------------
<S> <C> <C>
Cash $ 23,361 $ 0
Accounts receivable 99,397 0
Inventories 338,644 0
Prepaid expenses 1,173,206 0
----------------- -----------------
TOTAL CURRENT ASSETS 1,634,608 0
PROPERTY, PLANT, AND EQUIPMENT
Equipment 470,477 0
Accumulated depreciation and amortization (337,407) 0
----------------- -----------------
NET PROPERTY, PLANT, AND EQUIPMENT 133,070 0
OTHER ASSETS
Licensed technology 3,406,078 0
----------------- -----------------
3,406,078 0
----------------- -----------------
$ 5,173,756 $ 0
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 126,636 $ 0
Accrued expenses 311,340 0
----------------- -----------------
TOTAL CURRENT LIABILITIES 437,976 0
LONG-TERM LIABILITIES 0 0
----------------- -----------------
TOTAL LIABILITIES 437,976 0
SHAREHOLDERS' EQUITY Common stock par value $.001:
25,000,000 shares authorized; 2,148,000 shares issued
(1,000,000 at 12/31/95) 2,148 1,000
Additional paid-in capital 5,850,079 0
(Deficit) accumulated during development stage (1,116,447) (1,000)
----------------- -----------------
TOTAL SHAREHOLDERS' EQUITY 4,735,780 0
----------------- -----------------
$ 5,173,756 $ 0
================= =================
</TABLE>
See Selected Notes to Consolidated Financial Statements.
F-1
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Period from
8/9/90 (date
Three Months Ended Nine Months Ended of inception)
9/30/96 9/30/95 9/30/96 9/30/95 to 9/30/96
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Operating revenue $ 248,053 $ 0 $ 248,053 $ 0 $ 248,053
Cost of sales 136,429 0 136,429 0 136,429
------------- ------------- ------------- ------------- -------------
GROSS PROFIT 111,624 0 111,624 0 111,624
General and administrative expenses 761,072 0 1,221,072 0 1,222,072
------------- ------------- ------------- ------------- -------------
Loss before other items (649,448) 0 (1,109,448) 0 (1,110,448)
------------- ------------- ------------- ------------- -------------
Other Items:
Profit on sale of land and building 102,052 0 102,052 0 102,052
Research and design costs (146,478) 0 (146,478) 0 (146,478)
Performance bond guarantee (22,363) 0 (22,363) 0 (22,363)
Debt forgiveness 60,790 0 60,790 0 60,790
------------- ------------- ------------- ------------- -------------
(5,999) 0 (5,999) 0 (5,999)
INCOME (LOSS) BEFORE
INCOME TAXES (655,447) 0 (1,115,447) 0 (1,116,447)
PROVISION FOR INCOME TAXES 0 0 0 0
------------- ------------- ------------- ------------- -------------
NET INCOME (LOSS) $ (655,447) $ 0 $ (1,115,447) $ 0 $ (1,116,447)
============= ============= ============= ============= =============
INCOME (LOSS) PER COMMON SHARE
Net income (loss) per weighted
average common share
outstanding - ordinary $ (.45) $ .00 $ (.95) $ .00
Net loss per weighted average common
share outstanding - other (.01) .00 (.01) .00
------------- ------------- ------------- -------------
Net income (loss) per weighted
average common share outstanding $ (.46) $ .00 $ (.96) $ .00
============= ============= ============= =============
Weighted average number of
common shares outstanding 1,437,804 1,000,000 1,162,547 1,000,000
============= ============= ============= =============
</TABLE>
See Selected Notes to Consolidated Financial Statements.
F-2
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Period from August 9, 1990 (Date of Inception) to September 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During
Common Stock Paid-in Development
Shares Amount Capital Stage
------------- ------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Balances at 8/9/90 (Date of Inception) 0 $ 0 $ 0 $ 0
Issuance of common stock (restricted) at
$.001 per share at 8/9/90 1,000,000 1,000 0
Net loss for period (1,000)
------------- ------------- ----------------- -----------------
Balances at 12/31/90 1,000,000 1,000 0 (1,000)
Net income for year 0
------------- ------------- ----------------- -----------------
Balances at 12/31/91 1,000,000 1,000 0 (1,000)
Net income for year 0
------------- ------------- ----------------- -----------------
Balances at 12/31/92 1,000,000 1,000 0 (1,000)
Net income for year 0
------------- ------------- ----------------- -----------------
Balances at 12/31/93 1,000,000 1,000 0 (1,000)
Net income for year 0
------------- ------------- ----------------- -----------------
Balances at 12/31/94 1,000,000 1,000 0 (1,000)
Net income for year 0
------------- ------------- ----------------- -----------------
Balances at 12/31/95 1,000,000 1,000 0 (1,000)
Issuance of common stock (restricted) at
$5.00 per share for cash at 1/10/96 20,000 20 99,980
Issuance of common stock (Regulation S) at
$42.58 per share to acquire subsidiary at
6/28/96 (Value based on assets received) 80,000 80 (400,343)
Issuance of common stock (restricted) at
$30.20 per share to retire subsidiary's
debt at 6/28/96 100,000 100 3,020,389
Issuance of common stock (restricted) at
$2.00 per share for expenses at 6/28/96 230,000 230 459,770
Issuance of common stock (restricted) at
$2.00 per share to retire debt at
9/30/96 270,000 270 539,731
Issuance of common stock (Regulation S)
at $4.50 per share to retire debt at
9/30/96 218,000 218 980,782
Issuance of common stock (restricted) at
$5.00 per share for prepaid expenses 230,000 230 1,149,770
Net loss for period (1,115,447)
------------- ------------- ----------------- -----------------
Balances at 9/30/96 2,148,000 $ 2,148 $ 5,850,079 $ (1,116,447)
============= ============= ================= =================
</TABLE>
See Selected Notes to Consolidated Financial Statements.
F-3
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Period from
8/9/90 (date
Three Months Ended Nine Months Ended of inception)
9/30/96 9/30/95 9/30/96 9/30/95 to 9/30/96
------------- ------------ ------------- ------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C> <C> <C>
Net loss $ (655,447) $ 0 $ (1,115,447) $ 0 $ (1,116,447)
Adjustments to reconcile net (loss)
to net cash required by operating
activities:
Net book value of assets sold 605,578 0 605,578 0 605,578
Depreciation 14,467 0 14,467 0 14,467
Stock issued for expenses 0 0 460,000 0 460,000
Changes in assets and liabilities:
Accounts receivable (81,841) 0 (81,841) 0 (81,841)
Inventories (28,966) 0 (28,966) 0 (28,966)
Prepaid expense (23,206) 0 ((23,206) 0 (23,206)
Accounts payable 124,872 0 124,872 0 124,872
Accrued expenses 39,500 0 39,500 0 39,500
------------- ------------- ------------- ------------- -------------
650,404 0 1,110,404 0 1,110,404
------------- ------------- ------------- ------------- -------------
NET CASH REQUIRED BY
OPERATING ACTIVITIES (5,043) 0 (5,043) 0 (6,043)
CASH FLOWS FROM INVESTING
ACTIVITIES
Cash acquired from subsidiaries 0 0 104,353 0 104,353
------------- ------------- ------------- ------------- -------------
NET CASH PROVIDED BY
INVESTING ACTIVITIES 0 0 104,353 0 104,353
CASH FLOWS FROM FINANCING
ACTIVITIES
Stock sold 0 0 100,000 0 101,000
Loans - related parties 572,208 0 572,208 0 572,208
Loan repayments (748,157) 0 (748,157) 0 (748,157)
------------- ------------- ------------- ------------- -------------
NET CASH PROVIDED (REQUIRED)
BY FINANCING ACTIVITIES (175,949) 0 (75,949) 0 (74,949)
------------- ------------- ------------- ------------- -------------
NET INCREASE (DECREASE)
IN CASH (180,992) 0 23,361 0 23,361
CASH AT BEGINNING OF PERIOD 204,353 0 0 0 0
------------- ------------- ------------- ------------- -------------
CASH AT END OF PERIOD $ 23,361 $ 0 $ 23,361 $ 0 $ 23,361
============= ============= ============= ============= =============
</TABLE>
SUPPLEMENTAL FINANCING ACTIVITIES
During the period ended June 30, 1996, the Company issued 80,000 shares of
Regulation S common stock to acquire a subsidiary with net assets of
$2,620,226 at market value. The Company also issued 100,000 shares of its
restricted common stock to retire a debt owed by its subsidiary in the
amount of $3,020,489. During the period ended September 30, 1996, the
Company issued 270,000 shares of restricted stock to retire debt of
$540,000, 230,000 shares of restricted stock for prepaid expenses of
$1,150,000 and 218,000 shares of Regulation S stock to retire debt of
$981,000.
See Selected Notes to Consolidated Financial Statements.
F-4
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
- ---------------------------
The consolidated financial statements as of September 30, 1996 include the
accounts of the Company and its wholly-owned subsidiary Ogenic Technologies Pty
Ltd ("Ogenic") and Ogenic's 95% owned inactive subsidiary Ogenic Industries Pty
Ltd. All significant intercompany balances and transactions have been eliminated
in consolidation.
Accounting Methods
- ------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Cash and Cash Equivalents
- -------------------------
All short term investments purchased with an original maturity of three months
or less are considered to be cash equivalents. Cash and cash equivalents
primarily include cash on hand and amounts on deposit with financial
institutions.
Dividend Policy
- ---------------
The Company has not yet adopted any policy regarding payment of dividends.
Income Taxes
- ------------
The Company records the income tax effect of transactions in the same year that
the transactions enter into the determination of income, regardless of when the
transactions are recognized for tax purposes. Tax credits are recorded in the
year realized. Since the Company has not yet realized income as of the date of
this report, no provision for income taxes has been made.
In February 1992, the Financial Accounting Standards Board adopted Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes, which
supersedes substantially all existing authoritative literature for accounting
for income taxes and requires deferred tax balances to be adjusted to reflect
the tax rates in effect when those amounts are expected to become payable or
refundable. At September 30, 1996 a deferred tax asset has not been recorded due
to the Company's lack of operations to provide income to use the net operating
loss carryover of $1,000 which will expire December 31, 2006.
Trading Securities
- ------------------
The Company has adopted the reporting requirements of Statement of Financial
Accounting Standards No. 115 whereby trading securities are reported at market
value.
Foreign Currency Translation
- ----------------------------
Assets and liabilities denominated in foreign currencies are translated to US
dollars at the exchange rate at the balance sheet date. Income statement items
are translated at an average currency exchange rate. The resulting translation
adjustment is recorded as a separate component of stockholders' equity.
NOTE 2: DEVELOPMENT STAGE COMPANY
The Company was incorporated under laws of the State of Nevada on August 9, 1990
and has been in the developmental stage since incorporation. The Company intends
to operate in the industries of manufacturing electronic broadcasting equipment
and precision sheet metal products through its subsidiary Ogenic Technologies
Pty Ltd, an Australian company.
F-5
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
September 30, 1996
NOTE 3: CAPITALIZATION
On the date of incorporation, the Company sold 1,000,000 shares of its common
stock to Capital General Corporation for $1,000 cash for average consideration
of $.001 per share. On January 10, 1996, the Company sold 20,000 shares of its
common stock for $100,000 cash for an average consideration of $5.00 per share.
The Company's authorized stock includes 25,000,000 shares of common stock at
$.001 par value.
NOTE 4: 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 the Company's management, all
adjustments (consisting of normal accruals) considered necessary for a fair
presentation of these financial statements have been included. Operating results
for the nine months ended September 30, 1996 are not necessarily indicative of
the results that can be expected for the year ending December 31, 1996.
NOTE 5: RELATED PARTY TRANSACTIONS
The Company has property in Perth, Australia and also utilizes space on a
rent-free basis in the Sydney and New York offices of its principal shareholder,
Chancellor Australia Pty Ltd. This arrangement is expected to continue. The
Company has no agreements with respect to the maintenance or future acquisition
of office facilities.
NOTE 6: LICENSED TECHNOLOGY
The Company has recorded an asset in the amount of $3,406,078 in connection with
the acquisition of Ogenic Technologies Pty Ltd. Management believes the value
represents a fair value for the technology and is less than the future amount of
revenue which is expected to be received from the sales of the technology and
products developed by the technology. Management believes the technology will
benefit future periods and is properly capitalized.
NOTE 7: ACQUISITION OF SUBSIDIARY
On June 28, 1996 the Company issued 80,000 shares of its Regulation S common
stock to acquire 100% of the outstanding stock of Ogenic Technologies Pty Ltd.,
in a transaction accounted for under the purchase method of accounting.
NOTE 8: RESEARCH AND DEVELOPMENT
On June 29, 1996, a Research and Development syndicate was entered into by
Ogenic with a joint venture whose participants are Elderberry Holdings Pty
Limited (90%) and CGI Syndicated Investments Pty Limited (10%).
F-6
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
September 30, 1996
NOTE 8: RESEARCH AND DEVELOPMENT (continued)
The Joint Venture purchased a Head License of the core technology for the
Virtual Interactive Radio Station for an amount of $3,150,915 and entered into a
research agreement for a contract sum of $1,734,840 over two (2) years.
Pending the satisfaction of certain conditions subsequent, the contract sum is
to be paid in advance in strict accordance with the scheduled timetable for the
research program unless otherwise agreed by the parties.
Ogenic is required to provide security to Elderberry Holdings Pty Ltd by way of
a deposit account with First Sydney Securities or alternative acceptable
security.
Ogenic has also entered into a put option agreement which gives the shareholders
of Elderberry Holdings Pty Ltd the right to put their shares back to Ogenic at a
price of $5,890,500 at the end of seven (7) years.
A marketing agreement has been entered into between Ogenic and the joint venture
giving Ogenic an exclusive first right to negotiate a license for the commercial
exploitation of new technology upon its successful development subject only to
the negotiation of a royalty rate.
At the end of the commercialization period (7 years), the joint venture will
decide whether to extend its participation and Elderberry Holdings Pty Ltd will
determine whether to exercise its put option. Subsequent to the put option being
exercised, Ogenic will subscribe for ordinary shares in Elderberry Holdings Pty
Ltd and the proceeds from the subscription will be applied to the repayment of
Elderberry's outstanding syndicate loan.
The agreement provides for certain events to trigger an exercise of the Put
Option at dates other than the end of the commercialization period or at a price
other than specified in the Put Option. These include the payment of royalties
under the Marketing Agreement, events of default and the cancellation of the R &
D program.
As at the date of these accounts, the future of the syndicate is uncertain
following retrospective changes made by the Australian government. Because of
these uncertainties the impact of the R&D scheme, both assets and liabilities,
has been removed from the balance sheet as it could be misleading. The funds are
still held in escrow pending resolution of Australian government legislation.
There are two likely alternatives. The first is that the program will be
reinstated, following which the balance sheet will be adjusted. The second, and
most likely, is that the government will provide substitute funding in the form
of a direct grant under its START scheme. A decision is not expected to impact
on the balance sheet before the March Quarter 1997.
F-7
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Nine Nine Months
ended ended
9/30/95* 9/30/96
------------------ -----------------
<S> <C> <C>
Operating Revenue $ 2,073,153 $ 387,813
Cost of Sales 1,293,731 279,718
----------------- -----------------
GROSS PROFIT 779,422 108,095
General and Administrative expenses 2,334,550 1,730,938
----------------- -----------------
Loss before other items (1,555,128) (1,622,843)
Other Items:
Bad debt - subsidiary and write off investment (552,118) (23,700)
Loss on disposal of fixed assets (189,051) 0
Profit on sale of land and buildings 0 102,052
Decline in value of land and buildings (268,459) 0
Performance bond guarantee 0 (22,363)
Research and design costs (1,262,507) (191,583)
Bankruptcy expenses 0 (112,222)
Debt forgiveness 0 650,042
----------------- -----------------
(2,272,135) 402,226
----------------- -----------------
INCOME (LOSS) BEFORE INCOME TAXES (3,827,263) (1,220,617)
PROVISION FOR INCOME TAXES 0 0
----------------- -----------------
NET INCOME (LOSS) $ (3,827,263) $ (1,220,617)
================= =================
INCOME (LOSS) PER COMMON SHARE
Net income (loss) per weighted average common share
outstanding - ordinary $ (1.44) $ (1.30)
Net loss per weighted average common share
outstanding - other (2.10) .32
----------------- -----------------
Net income (loss) per weighted average common share
outstanding $ (3.54) $ (.98)
================= =================
Weighted average number of common shares outstanding 1,080,000 1,242,547
================= =================
</TABLE>
* These figures are based on best efforts of management. Ogenics year
end is June. The 9/30/95 figures include 6/30/95 audit adjustments.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Associated Technologies and Subsidiaries September 30, 1996 financial
statements and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000894565
<NAME> Associated Technologies
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 23,361
<SECURITIES> 0
<RECEIVABLES> 99,397
<ALLOWANCES> 0
<INVENTORY> 338,644
<CURRENT-ASSETS> 1,634,608
<PP&E> 470,477
<DEPRECIATION> (337,407)
<TOTAL-ASSETS> 5,173,756
<CURRENT-LIABILITIES> 437,976
<BONDS> 0
0
0
<COMMON> 2,148
<OTHER-SE> 4,733,632
<TOTAL-LIABILITY-AND-EQUITY> 5,173,756
<SALES> 248,053
<TOTAL-REVENUES> 248,053
<CGS> 136,429
<TOTAL-COSTS> 136,429
<OTHER-EXPENSES> 1,221,072
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 300,000
<INCOME-PRETAX> (1,115,447)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,109,448)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,115,447)
<EPS-PRIMARY> (.96)
<EPS-DILUTED> (.96)
</TABLE>
