TOWER TECH INC
10QSB/A, 1997-07-30
PLASTICS PRODUCTS, NEC
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                    U. S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 10-QSB/A
                                  Amendment #1
(Mark One)

     [ X ] QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
           EXCHANGE ACT OF 1934 [No Fee Required]

                        For the period ended May 31, 1997

     [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
          ACT OF 1934 [No Fee Required]

              For the transition period from . . . . . . . . . . .

                         Commission file number 1-12556

                                TOWER TECH, INC.
                 (Name of small business issuer in its charter)

         O                                           73-1210013
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)


Rural Route 3, Post Office Box 1838, Chickasha, Oklahoma             73023
       (Address of principal executive offices)                    (Zip Code)

         Issuers telephone number 405/222-2876



     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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. Yes X No


                         (ISSUERS INVOLVED IN BANKRUPTCY
                     PROCEEDING DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12,  13 or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. Yes       No

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the latest practical date.
Common Stock      $.001 par value         3,375,488 shares as of July 10, 1997





                                TOWER TECH, INC.
                              NOTE TO AMENDMENT #1

This  amendment  is filed to correct the  statement  of  operations  for the six
months ended May 31, 1996, for the omission of dividends on preferred  shares of
$62,812  and net  income  per  common  share-primary  and net  income per common
share-fully diluted.


<PAGE>


                                TOWER TECH, INC.
                       STATEMENT OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>

                                                       Six Months Ended
<S>                                        <C>                    <C>
                                                May 31,                May 31,
                                                 1997                   1996
Sales and other operating revenue:
    Tower sales                             $  7,918,545           $  6,335,306
    Concrete tower sales                       1,662,054              2,490,566
    Tower rentals                                384,324                284,202
    Other tower revenue                          490,771                207,534
                                            -------------          -------------

        Total tower revenue                   10,455,694              9,317,608

    Other operating revenue                      270,000                339,983
                                           --------------         --------------

                                              10,725,694              9,657,591
                                             ------------           ------------
Costs and expenses:
    Cost of goods sold and constructed         8,234,280              7,521,449
    General and administrative                   662,875                712,445
    Selling expenses                             572,785                465,977
    Research and development                     268,150                157,364
                                            -------------          -------------

                                               9,738,090              8,857,235
                                             ------------           ------------

    Income from operations                       987,604                800,356
                                            -------------         --------------

Other income (expense):
    Interest                                    (338,698)              (199,141)
    Miscellaneous                                 32,059                 35,870
                                           --------------        ---------------

                                                (306,639)              (163,271)
                                           --------------         --------------

Income before income taxes                       680,965                637,085

Income taxes                                       -                      -
                                           --------------         --------------

Net income                                       680,965                637,085

Less dividends on preferred shares              -                       (62,812)
                                          ---------------         --------------

Net income applicable to common shares     $     680,965          $     574,273
                                            =============          =============

Weighted average shares outstanding-
   primary                                     3,536,931              2,883,239
                                            =============          =============

Net income per common share-primary        $         .19          $         .20
                                            =============          =============

Weighted average shares outstanding-
  fully diluted                                3,536,931              3,398,719
                                            =============          =============

Net income per common share-
  fully diluted                          $           .19          $         .17
                                            =============          =============

</TABLE>


      The accompanying notes are an integral part of these financial statements.

<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 thereunto duly authorized.

                                                     TOWER TECH, INC.
                                                     (Registrant)

Date:  July 28, 1997           ss/HAROLD CURTIS
                               -------------------------------------         
                               Harold Curtis, Chief Executive Officer

Date:  July 28, 1997           ss/CHARLES D. WHITSITT                           
                               -------------------------------------
                               Charles D. Whitsitt, Chief Financial Officer



<PAGE>







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