UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
[ 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 incorporation (IRS Employer
or organization) Identification Number)
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
<PAGE>
REASON FOR AMENDMENT OF 10Q
As a result of the change of Directors which occurred on 10th January 1997 and
following the audit of the accounts which has clarified the accounting treatment
and recoverability of certain assets, the Directors have decided to amend the
original 10Q report which was lodged in November 1996
The amendments made are as follows:
a) Prepaid expenses have been reduced by $399,920 because it became clear that
services which were to be supplied during 1997 in return for shares issued would
not be provided. Additional paid in capital has also been reduced by the same
amount.
b) The intangible technology asset previously disclosed at $3,406,078 has been
eliminated from the accounts. The value of this asset was determined by the
previous management of the company and represented the excess of the price paid
for Ogenic over the net assets acquired. On closer review by the current
management and after discussions with the Company's auditors and other advisors,
it has been agreed:-
i) that as the purchase of Ogenic had been made through a related
company, it was not possible to regard the acquisition price as
being at arms length.
ii) that as the acquisition of Ogenic was the first acquisition to be
made by AT (previously a shell company), it was not possible to
include any amount of goodwill or technology in the consolidated
balance sheet.
Accordingly, the accounts have been amended:-
i) to reflect a cost to AT of the investment in Ogenic calculated on
the nominal value of the shares issued for the acquisition i.e.
$180.
ii) so that the goodwill on consolidation(1) has been treated as an
expense in the year of acquisition.
Net Liabilities purchased in the acquisition of Ogenic Technologies have been
amended to reflect certain audit adjustments totaling $58,980 which have been
made to that company's accounts on completion of the audit.
The total adjustment to the Net loss for the year as a result of b) and c) above
was $786,032.
- --------
(1) At the date of acquisition and following the capitalization of
the subsidiary's loan to equity, Ogenic had net liabilities of
$844,832 Goodwill on consolidation has therefore been calculated
as:-
Acquisition cost $ 180
Net liabilities acquired 844,832
Goodwill arising on acquisition 845,012
<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
On 28th June, 1996, the company acquired all of the issued and outstanding
capital of Ogenic, an Australian based operating company which develops and
manufactures both analogue and digital radio broadcasting equipment and
software. Ogenic was acquired following the completion of a creditor protection
administration (the Australian equivalent of chapter XI re-organisation)
controlled by Ernst & Young. The acquisition was funded by and promoted by
Chancellor Group Inc. with First Sydney Capital.
Subsequent to the appointment of the Administrator, Ogenic sought legal redress
against the former directors of the company for breaches of fiduciary duty which
were instrumental in causing Ogenic's liquidity problems. Ogenic has since been
awarded judgement against these directors in all 10 pleas sought and
compensation has been paid by the directors and applied against the costs of the
action.
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.
Ogenic entered into a tax based Research & Development program in June 1996
funded by a tax effective investment program under an Australian government
sponsored initiative. The program, to develop a suite of products known as the
Virtual Interactive Radio Station was unwound in December 1996 when it became
clear that the change of policy by the Australian government was not going to be
reversed within the time period allowed in the agreements.
<PAGE>
As result of the unwinding of the June 1996 R & D Syndication agreement, the
assets (being funds on deposit and receivables) and offsetting liabilities
(being Deferred income) have been eliminated from the September quarter report.
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 June quarter 1997.
The Company has also issued shares in connection with the establishment of a
second R&D program involving the raising of $4.8 million by means of an
Australian tax effective investment structure. The fundraiser for this project
is the Main Camp Group, one company of which is a shareholder in AT. Main Camp
has raised US$200 million under such structures since 1995. An Information
Memorandum is being prepared for distribution to prospective investors and the
first tranche of funding is expected in the first week of July 1997. Investors
will receive a return by means of a royalty on sales of products developed under
this funded R&D program.
Despite the setbacks arising from the cancellation of the initial R&D funding,
the Company has nevertheless completed the development of the first component of
the VIRS suite. Known as Virtuoso, early versions of the software have been
released at the date of this revised report and have 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 $1,235,000, the main item of which is prepaid expenses
that will be charged to expense in 1997. The prepaid items relate to 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 program 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
<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.
<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/ Alan James Gallagher
Alan James Gallagher, President (Acting)
Dated: April 30, 1997
<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 773,286 0
----------------- -----------------
TOTAL CURRENT ASSETS 1,234,688 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 - 0
----------------- -----------------
- 0
----------------- -----------------
$ 1,367,758 $ 0
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 126,637 $ 0
Accrued expenses 311,340 0
----------------- -----------------
TOTAL CURRENT LIABILITIES 437,977 0
LONG-TERM LIABILITIES 0 0
----------------- -----------------
TOTAL LIABILITIES 437,977 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 2,830,112 0
(Deficit) accumulated during development stage (1,902,479) (1,000)
----------------- -----------------
TOTAL SHAREHOLDERS' EQUITY 929,781 0
----------------- -----------------
$ 1,367,758 $ 0
================= =================
</TABLE>
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 702,092 0 1,162,092 0 1,163,092
------------- ------------- ------------- ------------- -------------
Loss before other items (590,468) 0 (1,050,468) 0 (1,051,468)
------------- ------------- ------------- ------------- -------------
Other Items:
Profit on sale of land and building 102,052 0 102,052 0 102,052
Goodwill on acquisition of Subsidiary
written off - 0 (845,012) 0 (845,012)
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 (851,011) 0 (851,011)
INCOME (LOSS) BEFORE
INCOME TAXES (596,467) 0 (1,901,479) 0 (1,902,479)
PROVISION FOR INCOME TAXES 0 0 0 0 0
------------- ------------- ------------- ------------- -------------
NET INCOME (LOSS) $ (596,467) $ 0 $ (1,901,479) $ 0 $ (1,902,479)
============= ============= ============= ============= =============
INCOME (LOSS) PER COMMON SHARE
Net income (loss) per weighted
average common share
outstanding - ordinary $ (0.40) $ .00 $ (1.63) $ .00
Net loss per weighted average common
share outstanding - other (.01) .00 (.01) .00
------------- ------------- ------------- -------------
Net income (loss) per weighted
average common share outstanding $ (0.41) $ .00 $ (1.64) $ .00
============= ============= ============= =============
Weighted average number of
common shares outstanding 1,437,804 1,000,000 1,162,547 1,000,000
============= ============= ============= =============
</TABLE>
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 (80,000 Regulation
S and 100,000 restricted) at par to acquire
subsidiary and associated loan at 6/28/96
(Value based on assets received) 180,000 180 -
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
9/30/96 270,000 270 539,730
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
$0.001 per share 80,000 80 -
Issuance of common stock (restricted) at
$5.00 per share for prepaid expenses 150,000 150 749,850
Net loss for period (1,901,479)
------------- ------------- ----------------- -----------------
Balances at 9/30/96 2,148,000 $ 2,148 $ 2,830,112 $ (1,902,479)
============= ============= ================= =================
</TABLE>
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 $ (596,467) $ 0 $ (1,901,479) $ 0 $ (1,902,479)
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 15,939 0 15,939 0 15,939
Stock issued for expenses 0 0 460,000 0 460,000
Goodwill written off - 0 845,012 0 845,012
Changes in assets and liabilities:
Accounts receivable (111,772) 0 (111,772) 0 (111,772)
Inventories (24,032) 0 (24,032) 0 (24,032)
Prepaid expense (25,454) 0 (25,454) 0 (25,454)
Accounts payable 90,172 0 90,172 0 90,172
Accrued expenses 13,676 0 13,676 0 13,676
------------- ------------- ------------- ------------- -------------
564,107 0 1,869,119 0 1,869,11924
------------- ------------- ------------- ------------- -------------
NET CASH REQUIRED BY
OPERATING ACTIVITIES (32,360) 0 (32,360) 0 (33,360)
CASH FLOWS FROM INVESTING
ACTIVITIES
Cash acquired from subsidiaries 0 0 147,939 0 147,939
------------- ------------- ------------- ------------- -------------
NET CASH PROVIDED BY
INVESTING ACTIVITIES 0 0 147,939 0 147,939
CASH FLOWS FROM FINANCING
ACTIVITIES
Stock sold 0 0 100,000 0 101,000
Loans - related parties 555,939 0 555,939 0 555,208
Loan repayments (748,157) 0 (748,157) 0 (748,157)
------------- ------------- ------------- ------------- -------------
NET CASH PROVIDED (REQUIRED)
BY FINANCING ACTIVITIES (192,218) 0 (92,218) 0 (93,218)
-------------- ------------- ------------- ------------- -------------
NET INCREASE (DECREASE)
IN CASH (224,578) 0 23,361 0 23,361
CASH AT BEGINNING OF PERIOD 247,939 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 180,000 shares
(80,000 Regulation S and 100,000 of restricted stock to acquire a 100%
shareholding in and inter-company loan with a subsidiary with net liabilities
of $844,832 (excluding the intercompany loan). During the period ended
September 30, 1996, the Company issued 270,000 shares of restricted stock to
retire debt of $540,000, 150,000 shares of restricted stock for prepaid
expenses of $750,000, 218,000 shares of Regulation S stock to retire debt of
$981,000 and 80,000 shares of restricted stock at nominal value.
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
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 rents 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
This revised report excludes the intangible technology asset previously shown in
the September quarter report at $3,406,078. The value of this asset was
determined by the previous management of the company and represented the excess
of the price paid for Ogenic over the net assets acquired.
On closer review by the current management and after discussions with the
Company's auditors and other advisors, it has been agreed:-
a) that as the purchase of Ogenic had been made through a related
company, it was not possible to regard the acquisition price as being
at arms length.
b) that as the acquisition of Ogenic was the first acquisition to be made
by AT (previously a shell company), it was not possible to include any
amount of goodwill or technology in the consolidated balance sheet.
Accordingly, the accounts have been amended:-
i) to reflect a cost to AT of the investment in Ogenic calculated on
the nominal value of the shares issued for the acquisition i.e.
$180.
F-6
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
ii) so that the goodwill on consolidation(1) has been treated as an
expense in the year of acquisition.
NOTE 7: ACQUISITION OF SUBSIDIARY
On June 28, 1996 the Company issued 180,000 shares of its Regulation S and
restricted common stock to acquire 100% of the outstanding stock of Ogenic
Technologies Pty Ltd and associated inter-company loans. As this is the first
acquisition by the company, the transaction has been accounted for as a pooling
of interests and Goodwill arising on consolidation has been written off.
NOTE 8: RESEARCH AND DEVELOPMENT
On June 29, 1996, a Research and Development syndicate was entered into by
Ogenic with a joint venture party. Details of the key terms of these agreements
have been provided in previous filings.
In December 1996, these agreements were unwound as a result of the inability to
complete the transaction within the specified time period following a change of
policy by the Australian Government. After extensive lobbying, Ogenic's
syndication was allowed to proceed subject to appropriate approvals by the
Government..
At the date of this report, Ogenic has received approval from the Grants
Committee of the Australian Government for the R & D Syndication proposal and is
currently awaiting Tax Concession Committee approval. If this approval is
received Ogenic will proceed with a new series of agreements with a new investor
prior to June 30th 1997.
- --------
1 At the date of acquisition and following the capitalization of the
subsidiary's loan to equity, Ogenic had net liabilities of $844,832
Goodwill on consolidation has therefore been calculated as:-
Acquisition cost $ 180
Net liabilities acquired 844,832
Goodwill arising on acquisition 845,012
F-7
<PAGE>
ASSOCIATED TECHNOLOGIES AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
Nine Months 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 $ (.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.
F-8
<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> 1,234,688
<PP&E> 470,477
<DEPRECIATION> (337,407)
<TOTAL-ASSETS> 1,367,758
<CURRENT-LIABILITIES> 437,977
<BONDS> 0
0
0
<COMMON> 2,148
<OTHER-SE> 927,633
<TOTAL-LIABILITY-AND-EQUITY> 1,367,758
<SALES> 248,053
<TOTAL-REVENUES> 248,053
<CGS> 136,429
<TOTAL-COSTS> 136,429
<OTHER-EXPENSES> 862,092
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 300,000
<INCOME-PRETAX> (1,901,479)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,050,468)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,901,479)
<EPS-PRIMARY> (1.64)
<EPS-DILUTED> (1.64)
</TABLE>
