<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

      {X}       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
               THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)

                     For the fiscal year ended July 31, 1998
                   -------------------------------------------
                                       OR
       { }   TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

Commission File Number:  0-13011
--------------------------------

                               TNR TECHNICAL, INC.
            --------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            New York                                         11-2565202
            --------                                         ----------
(State of jurisdiction of                                  (I.R.S. Employer
 incorporation or organization)                         Identification Number)

301 Central Park Drive
Sanford, Florida                                                   32771
----------------                                                   -----
(Address of principal executive offices)                        (Zip Code)

Registrant's telephone number,
including area code:                                          (407) 321-3011
                                                              --------------


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

                                      None
--------------------------------------------------------------------------------

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


                          Common Stock, $.02 Par Value
--------------------------------------------------------------------------------
                                (Title of Class)


         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. Yes X . No ___.


         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in part III of this
Form 10-K or any amendment to this Form 10-K [x].


         As of September 30, 1998, the number of shares held by non-affiliates
was approximately 155,000 shares. Due to the limited market for the Company's
Common Stock, no value has been attributed to the shares held by non-affiliates.


         The number of shares outstanding of the issuer's Common Stock, as of
September 30, 1998 was 261,978.




<PAGE>




                                     PART I
Item 1.           Business

General

         TNR Technical, Inc. (the "Company") was incorporated on October 4, 1979
under the laws of the State of New York. The Company designs, assembles and
markets primary and secondary batteries to a variety of industrial markets. The
Company is an authorized distributor for several major battery manufacturers,
which products are distributed nationally by Company. The Company's business is
conducted principally at its two facilities in Sanford, Florida and Irvine,
California.

         The Company is an authorized distributor of nickel-cadmium, Ni-MH,
alkaline, lithium and sealed lead-acid batteries manufactured by Saft America,
Powersonic Battery, Varta Battery, Yuasa, Duracell, Renata, GP Battery, Eveready
Battery, and Sanyo Energy. As an authorized distributor, the Company purchases
cells, assembles them into battery packs and maintains an inventory for resale.
The Company sells its battery cells and/or battery packs to the industrial users
and wholesalers without geographical limitation and on a non-exclusive basis.
The Company also designs and assembles battery packs to customers'
specifications. The Company's batteries supply portable power for tools,
instruments, medical equipment, communications equipment, photography, radios
and remote control airplanes, video recorders, lighting and toys. The Company's
batteries supply standby power for electronic equipment, computer memories,
emergency lighting, fire and burglar alarms, electronic cash registers, logic
systems, medical instruments and communications systems.

         Sales under industrial and distribution programs accounted for
substantially all of the Company's total revenues during the Company's past
three fiscal years and no one customer accounted for 10% or more of the
Company's total revenues during these years. At July 31, 1998 and 1997, the
Company had no significant backlog.

Competition

         There are numerous companies producing and marketing batteries which
compete with those sold by the Company, including larger companies, battery
manufacturers and companies with a wider range of products and greater financial
and technical resources than the Company. It should be noted that the Company's
products and proposed products are technological in nature and that modern
technology often progresses rapidly. Accordingly, the Company's present and
proposed products are subject to the risk of obsolescence because of
technological innovation by competitors.

Employees

         At September 30, 1998, the Company had twenty-three employees which
include eight salespersons (including two executive officers), four clerical
employees, three warehouse and shipping personnel and eight factory workers.




<PAGE>



Item 2.           Properties

         The Company's principal executive office, sales, distribution and
assembly facility is located at 301 Central Park Drive, Sanford, Florida 32771.
These facilities, which consist of approximately 8,000 square feet of space, are
leased from RKW Holdings Ltd., a Florida Limited Partnership, controlled by
Wayne Thaw, an executive officer and director of the Company. The Florida lease
provides for a term of ten years with a current monthly rent of $6,646
(including taxes and insurance) with annual increases of five percent over the
preceding year's base rent. The Company's current base monthly rent is $5,879.
The Company is also responsible for the payment of all sales, use and other
taxes related to the leased facilities. The Company also leases a sales,
distribution and assembly facility at 17779 Main Street, Irvine, California
92614. These facilities consist of 1,620 square feet of space. The California
lease expires in June 1999. The Company pays a base rent of approximately $1,328
per month. The Company owns production equipment, primarily welding, soldering,
testing, pneumatic and material handling equipment, and inspection equipment
which has been sufficient for its needs to date.

Item 3.           Legal Proceedings

         There are no material legal proceedings to which the Company is a
party.

Item 4.           Submission of Matters to a Vote of Security Holders.

         No matters were submitted to a vote of security holders during the
fourth quarter of fiscal 1998.


                                        3

<PAGE>



                                     PART II

Item 5. Market for Registrant's Securities and Related Stockholder Matters.

         (a)      Principal Market and Stock Prices.

         The Company's Common Stock may be quoted in the over-the-counter
market. The closing high and low bid prices for fiscal 1997 and the high and low
sales prices for fiscal 1998 of the Common Stock are shown below for the
Company's last two fiscal years ended July 31, 1998.

                                            High                       Low
                                            ----                       ---

Fiscal 1998

First Quarter                               $4.00                      $3.38
Second Quarter                              $3.50                      $2.88
Third Quarter                               $3.88                      $2.88
Fourth Quarter                              $6.00                      $3.75

Fiscal 1997

First Quarter                               $3.44                      $3.13
Second Quarter                              $3.44                      $3.00
Third Quarter                               $3.38                      $3.00
Fourth Quarter                              $3.38                      $3.38

          The foregoing quotations represent approximately inter-dealers prices,
without retail markup, markdown or commission and do not represent actual
transactions. Such quotations should not be viewed as necessarily indicative of
the price that could have been obtained on that date for a substantial number of
securities due to the limited market and trading volume for the Company's
securities.

         The approximate number of holders of record of the Company's Common
Stock, as of September 30, 1998 was 1,475 as supplied by the Company's transfer
agent, American Stock Transfer Company, 40 Wall Street, New York, NY 10005.

         No cash dividends have been paid by the Company on its Common Stock and
no such payment is anticipated in the foreseeable future.



                                        4

<PAGE>



Item 6.                       SELECTED FINANCIAL DATA

                  The following selected financial data has been derived from
                  the Company's financial statements which have been examined by
                  independent certified public accountants. Such financial
                  statements should be read in conjunction with the following
                  financial data.

Statement of Operations Summary:
<TABLE>
<CAPTION>


                               Year Ended          Year Ended          Year Ended          Year Ended           Year Ended
                             July 31, 1998       July 31, 1997       July 31, 1996       July 31, 1995        July 31, 1994
                             -------------       -------------       -------------       -------------        -------------


<S>                           <C>                 <C>                  <C>                  <C>                  <C>       
Net sales                     $5,719,806          $4,239,423           $3,792,537           $3,710,805           $3,585,872
Net income                       295,012              88,701              135,398              437,982(1)           148,238
Net income per                                                                                              
share                               1.13                 .34                  .52                 1.67                  .56
                                                                                                            
Cash dividends                       -0-                 -0-                  -0-                  -0-                  -0-
                                                                                                         
Balance Sheet Data:



                             July 31, 1998       July 31, 1997       July 31, 1996       July 31, 1995        July 31, 1994
                             -------------       -------------       -------------       -------------        -------------

Working capital               $2,021,076          $1,677,501           $1,569,635           $1,456,548           $1,272,929
Total Assets                   2,488,793           2,265,123            1,997,399            2,022,611            1,532,215
Long-term debt                                                                                                
(including capital                                                                                            
leases)                           17,939                 -0-                  -0-                  -0-                  -0-
Total Shareholders'                                                                                           
equity                         2,271,643           1,976,751            1,889,814            1,754,416            1,316,434
                                                                                                             

</TABLE>

(1)      Includes a credit for income taxes of $239,000.

                                                5

<PAGE>



Item 7.  Managements Discussion and Analysis of  Financial Condition and Results
         of Operations.


Liquidity and Capital Resources

         Working capital amounted to $2,021,076 at July 31, 1998 as compared to
$1,677,501 at July 31, 1997. Cash and short-term investments amounted to
$764,864 at July 31, 1998 as compared to $556,468 at July 31, 1997. As more
fully described in the "Statements of Cash Flows" included in the Company's
financial statements elsewhere herein, net cash provided by (used in) operating
activities for the fiscal years ended July 31, 1998, July 31, 1997 and July 31,
1996 were $152,675, $(191,398) and $242,858 respectively.

           During the last three years, the Company's net income contributed to
cash flows from operating activities. In 1998, net cash was provided from
operating activities partially offset by changes in operating assets and
liabilities including, without limitation, net purchases of short-term
investments and decrease in accounts payable. In 1997 net cash was used in
operating activities primarily as a result of substantial increases in accounts
receivable and inventories partially offset by the Company's net income and
increases in accounts payable. The substantial increase in inventory is
primarily due to low inventory levels at July 31, 1996 in anticipation of the
Company's move to its new facilities in Sanford, Florida in the summer of 1996.
In 1998, net cash was used in investing activities to purchase property and
equipment. During 1997, net cash was provided by investing activities as a
result of reduction in short term investments partially offset by purchase of
property and equipment.

           In 1996, cash flow from operating activities was increased
substantially by decreases in inventories partially offset by increases in
accounts receivable. The substantial decrease in inventory is primarily due to
the Company's move to its new facilities as described above. With respect to
accounts payable, the balance of accounts payable was decreased approximately
$150,000 during the year ended July 31, 1996, as a result of the availability of
cash which was primarily caused by substantially decreased levels of inventory
purchases for the reasons discussed above. During 1996, net cash was provided by
investing activities as a result of reduction in short term investments
partially offset by purchase of property and equipment.

         During the past three years, the Company's liquidity needs have been
satisfied from internal sources including cash from operations and amounts
available from the Company's working capital. During fiscal 1999, Management
expects this trend to continue. There are no material commitments for capital
expenditures or any long-term credit arrangements as of July 31, 1998.



                                        6

<PAGE>



Results of Operations

         Sales for 1998 increased by $1,480,383 or approximately 35% as compared
to fiscal 1997. Sales for 1997 increased by $446,886 or approximately 12% as
compared to fiscal 1996. The sales increases were due to increased demand for
the Company's products from the Company's existing client base and from new
customers including customers derived from the Company's expansion of its
operations into California. During the past three years, no customer accounted
for more than 10% of revenues. The Company's gross margin fluctuated slightly
over the past three years primarily due to changes in product mix and a
concerted effort by management to increase overall profit margins.

         Operating (selling, general and administrative) expenses increased
during the past three years substantially due to increases in rent, insurance,
administrative salaries and depreciation. Operating expenses when expressed as a
percentage of net sales was 19.5%, 23.0%, and 22.7%, for fiscal 1998, fiscal
1997 and fiscal 1996, respectively.

         During the past three years, the Company did not charge its operations
with any research and development costs.

         Net income for fiscal 1998 was $295,012 as compared to $88,701 for
fiscal 1997 as compared to $135,398, for fiscal 1996. Net income per share for
fiscal 1998, fiscal 1997 and 1996 were $1.13, $.34 and $.52, respectively.

         Management of TNR Technical, Inc. has received a number of comments
from its odd lot stockholders regarding the costs associated with any sale of
their odd lots. Further, management would like to reduce TNR's expense of
maintaining mailings to odd lot holders. Accordingly, TNR will from time-to-time
privately purchase from odd lot holders of its common stock, such odd lots (i.e.
99 shares or less) from its stockholders of record on December 15, 1995 so long
as such purchases would not have the effect of reducing TNR's record holders to
500 or less. The purchase price to be paid will be based upon the closing asked
price on the NASD electronic bulletin board of TNR's Common Stock for the
preceding trading day. Stockholders will not be permitted to breakup their
stockholdings into odd lots and stockholders or their legal representatives must
affirm to TNR that the odd lot shares submitted for payment represent the
stockholder's entire holdings and that such holdings do not exceed 99 shares.
(This offer shall be open to all odd lot beneficial holders even those held in
street or nominee name so long as the proper representations can be obtained
satisfactory to TNR that the shares are odd lot shares, were owned by the
beneficial stockholder as of December 15, 1995 and represent such stockholder's
entire holdings of TNR). This offer will not be valid in those states or
jurisdictions where such offer or sale would be unlawful.


                                        7

<PAGE>




Year 2000 Issue

         Many existing computer programs use only two digits to identify a year
in the date field. These programs were designed and developed without
considering the impact of the upcoming change in the century. If not corrected,
many computer applications could fail or create erroneous results by or at the
year 2000. The Company has purchased new computers which are year 2000 compliant
and is currently working to correct the problem with certain other computers.
Such costs are estimated to amount to approximately $20,000. The Company's
operations may be impacted by the year 2000 issue.

Item 8.           Financial Statements and Supplementary Data.

         The information required by Item 8, and an index thereto, appears at
pages F-1 through F-12 (inclusive) of this Report, which pages follow Item 9.

Item 9.     Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

         Not applicable.


                                        8

<PAGE>







                               TNR TECHNICAL, INC.

                          Index to Financial Statements




Independent Auditors' Report                                              F-1

Financial Statements:

   Balance Sheets  --  July 31, 1998 and 1997                             F-2

   Statements of Operations -- Three years ended July 31, 1998            F-4

   Statements of Shareholders' Equity -- Three years ended July 31, 1998  F-5

   Statements of Cash Flows -- Three years ended July 31, 1998            F-6

Notes to Financial Statements                                             F-8



<PAGE>











                          Independent Auditors' Report


The Shareholders and Board of Directors
TNR Technical, Inc.:

We have audited the accompanying balance sheets of TNR Technical, Inc. as of
July 31, 1998 and 1997, and the related statements of operations, shareholders'
equity and cash flows for the three years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of TNR Technical, Inc. as of July
31, 1998 and 1997 and the results of its operations and its cash flows for the
three years then ended in conformity with generally accepted accounting
principles.

                                      /s/ Parks, Tschopp, Whitcomb and Orr, P.A.



August 27, 1998
Maitland, Florida







                                       F-1




<PAGE>









                               TNR TECHNICAL, INC.

                                 Balance Sheets

                             July 31, 1998 and 1997




<TABLE>
<CAPTION>



                                                       Assets

                                                                                 1998               1997
                                                                              ----------         ----------

<S>                                                                           <C>               <C>
Current assets:
    Cash and cash equivalents                                                 $  597,683            528,436
    Short-term investments (note 2)                                              167,181             28,032
    Accounts receivable - trade, less allowance for doubtful
     accounts of $19,300 in 1998 and $14,860 in 1997                             599,504            574,939
    Income taxes receivable                                                         --                1,360
    Inventories (note 3)                                                         814,605            782,389
    Prepaid expenses and other current assets                                     18,614             33,717
    Deferred income taxes (note 7)                                                23,000             17,000
                                                                              ----------         ----------
                                                                                               
             Total current assets                                              2,220,587          1,965,873
                                                                                               
Deferred income taxes (note 7)                                                    69,000            162,000
                                                                                               
Property and equipment, at cost, net of accumulated 
  depreciation and amortization (notes 4 and 5)                                  185,361            122,856
                                                                                               
Other assets:                                                                                  
    Deposits                                                                      13,845             14,394
                                                                              ----------         ----------
                                                                              $2,488,793          2,265,123
                                                                              ==========         ==========
                                                                                               
                                                                                         
</TABLE>









See accompanying notes to financial statements.                     (Continued)

                                       F-2

<PAGE>




                               TNR TECHNICAL, INC.

                           Balance Sheets , Continued

                             July 31, 1998 and 1997





                       Liabilities and Shareholders' Equity
<TABLE>
<CAPTION>


                                                                           1998            1997
                                                                       -----------      ---------

Current liabilities:
<S>                                                                    <C>                <C>    
    Accounts payable                                                   $    88,964        196,114
    Accrued expenses                                                        75,220         92,258
    Income taxes payable                                                    23,989           --
    Current installments of note payable (note 5)                           11,338           --
                                                                       -----------      ---------

             Total current liabilities                                     199,511        288,372
Note payable, excluding current installments (note 5)                       17,639           --
                                                                       -----------      ---------
                 Total liabilities                                         217,150        288,372
                                                                       -----------      ---------
Shareholders' equity:
    Common stock - $.02 par value, authorized 500,000 
     shares; issued and outstanding 301,581 shares (note 6)                  6,032          6,032
    Additional paid in capital                                           2,640,001      2,640,001
    Accumulated deficit                                                   (178,236)      (473,248)
                                                                       -----------      ---------
                                                                         2,467,797      2,172,785
   Less cost of treasury stock  39,630 and 39,600
     shares in 1998 and 1997, respectively                                 196,154        196,034
                                                                       -----------      ---------
             Total shareholders' equity                                  2,271,643      1,976,751
                                                                       -----------      ---------

Commitment (note 8)
                                                                       $ 2,488,793      2,265,123
                                                                       ===========      =========


</TABLE>



See accompanying notes to financial statements.

                                       F-3


<PAGE>



                               TNR TECHNICAL, INC.

                            Statements of Operations

                    Years ended July 31, 1998, 1997 and 1996


<TABLE>
<CAPTION>

                                                        1998          1997        1996
                                                     ----------    ---------    ---------

Revenues:
<S>                                                  <C>           <C>          <C>      
     Net sales (note 9)                              $5,719,806    4,239,423    3,792,537
                                                     ----------    ---------    ---------

Costs and expenses:
     Cost of goods sold                               4,213,673    3,170,948    2,779,595
     Selling, general and administrative (note 10)    1,114,194      975,757      859,047
                                                     ----------    ---------    ---------
                                                      5,327,867    4,146,705    3,638,642
                                                     ----------    ---------    ---------
          Operating income                              391,939       92,718      153,895

Non-operating revenue (expense):
     Interest income                                     22,763       35,110       30,538
                                                     ----------    ---------    ---------
             Income before income taxes                 414,702      127,828      184,433

Income tax expense (note 7)                             119,690       39,127       49,035
                                                     ----------    ---------    ---------
          Net income                                 $  295,012       88,701      135,398
                                                     ==========    =========    =========

Net income per share                                 $     1.13          .34          .52
                                                     ==========    =========    =========
Weighted average number of shares                       261,973      262,203      262,422
                                                     ==========    =========    =========



</TABLE>









See accompanying notes to financial statements.

                                       F-4


<PAGE>



                               TNR TECHNICAL, INC.

                       Statements of Shareholders' Equity

                    Years ended July 31, 1998, 1997 and 1996


<TABLE>
<CAPTION>



                                                                      Additional
                                          Common Stock                 Paid-in          Accumulated         Treasury
                                     Shares           Amount           Capital             Deficit           Stock
                                     ------           ------           -------             -------           -----

<S>                                 <C>            <C>                 <C>                 <C>               <C>      
Balances, July 31, 1995             301,581        $    6,032          2,640,001           (697,347)         (194,270)

Net income                               -                 -                  -             135,398                -
                                    -------        ----------          ---------           --------          -------- 

Balances, July 31, 1996             301,581             6,032          2,640,001           (561,949)         (194,270)

Net income                                                                                   88,701

Purchase of Company
     stock                               -                -                  -                  -              (1,764)
                                    -------        ----------          ---------           --------          -------- 

Balances, July 31, 1997             301,581             6,032          2,640,001           (473,248)         (196,034)

Net income                               -                -                  -              295,012                 -

Purchase of Company
      stock                              -                -                  -                  -                (120)
                                    -------        ----------          ---------           --------          -------- 

Balances, July 31, 1998             301,581        $    6,032          2,640,001           (178,236)         (196,154)
                                    =======        ==========          =========           ========          ========
</TABLE>





See accompanying notes to financial statements.

                                       F-5




<PAGE>




                               TNR TECHNICAL, INC.

                            Statements of Cash Flows

                    Years ended July 31, 1998, 1997 and 1996





<TABLE>
<CAPTION>



                                                                  1998          1997          1996
                                                               ----------    ----------    ----------

<S>                                                               <C>            <C>          <C>    
Cash flows from operating activities:
         Net income                                               295,012        88,701       135,398
         Adjustments to reconcile net income to net cash
           provided by operations:
                Deferred income taxes                              87,000        31,000        40,000
                Depreciation and amortization                      49,780        36,875        23,530
                Unrealized gain on short term investments            (860)       (3,037)         --
                Provision for doubtful accounts                     8,400         8,400        24,820
                Changes in operating assets and liabilities:
                      Purchases of short term investments        (251,667)      (24,995)         --
                      Sales of short term investments             113,378          --            --
                      Accounts receivable                         (32,965)     (141,158)      (86,699)
                      Inventories                                 (32,216)     (341,803)      274,852
                      Prepaid expenses and other assets            15,103       (28,519)          644
                      Accounts payable and accrued expenses      (124,188)      180,787      (155,110)
                      Deposits                                        549        (1,011)       (7,392)
                      Income taxes receivable                      25,349           325        (7,185)
                                                               ----------    ----------    ----------
                       Net cash provided by (used in)
                           operating activities                   152,675      (191,398)      242,858
                                                               ----------    ----------    ----------




Cash flows from investing activities:
         Purchases of short-term investments                         --      (1,010,853)   (1,047,304)
         Maturities of short-term investments                        --       1,356,066     1,206,917
         Purchase of property and equipment                      (112,285)      (49,935)      (76,449)
                                                               ----------    ----------    ----------
                       Net cash provided by (used in)
                           investing activities                  (112,285)      295,278        83,164
                                                               ----------    ----------    ----------



</TABLE>




                                                                     (Continued)


                                       F-6


<PAGE>



                               TNR TECHNICAL, INC.

                       Statements of Cash Flows, Continued

                    Years ended July 31, 1998, 1997 and 1996




<TABLE>
<CAPTION>


                                                                  1998          1997          1996
                                                               ----------    ----------    ----------


<S>                                                            <C>           <C>          <C>   
Cash flows from financing activities: 
         Purchase of treasury stock                                 (120)      (1,764)        --
         Proceeds from issusance of note payable                  35,198         --           --
         Principal payments on note payable                       (6,221)        --           --
                                                               ---------      -------      -------
                       Net cash provided by (used in)          
                           financing activities                   28,857       (1,764)        --
                                                               ---------      -------      -------

                       Increase in cash and cash equivalents      69,247      102,116      326,022

Cash and cash equivalents - beginning of year                    528,436      426,320      100,298
                                                               ---------      -------      -------
Cash and cash equivalents - end of year                        $ 597,683      528,436      426,320
                                                               =========      =======      =======


Supplemental disclosures of cash flow information:
         Cash paid during the year for interest                $   1,914         --           --
                                                               =========      =======      =======
         Cash paid during the year for income taxes            $   7,341        7,803       10,860
                                                               =========      =======      =======

</TABLE>










See accompanying notes to financial statements.





                                       F-7




<PAGE>






                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 1998 and 1997



(1)  Summary of Significant Policies

     (a)  Nature of Operations

          TNR Technical, Inc. (TNR or the Company) designs, assembles and
          markets batteries and multi-cell battery packs to a wide variety of
          industrial markets. The Company is a distributor for a number of major
          U.S. battery manufacturers and markets its products nationally.

     (b)  Inventories

          Inventories are stated at the lower of cost or market. Cost is
          determined by the first-in, first-out method.

     (c)  Property and Equipment

          Property and equipment are recorded at cost. The Company provides
          depreciation for machinery and equipment using the straight-line
          method over the estimated useful lives of the respective assets, which
          range from five to ten years. Amortization of leasehold improvements
          is computed using the straight-line method over the lesser of the
          lease term or estimated useful lives of the improvements.

     (d)  Research and Development Costs

          Research and development costs are charged against income in the year
          incurred.

     (e)  Revenue Recognition

          The Company recognizes revenue upon shipment of its product from its
          warehouse facilities.

     (f)  Advertising Costs

          Advertising expenditures relating to product distribution and
          marketing efforts consisting primarily of product presentation
          material, catalog preparation, printing and postage expenses are
          amortized over the period during which the benefits are expected.


                                                                     (Continued)
                                       F-8



<PAGE>




                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 1998 and 1997


(1), Summary of Significant Accounting Policies (Continued)

     (g)  Use of Estimates

          Management of the Company has made certain estimates and assumptions
          relating to the reporting of assets and liabilities and disclosure of
          contingent assets and liabilities to prepare these financial
          statements in conformity with generally accepted accounting
          principles. Actual results could differ from those estimates.

     (h)  Financial Instruments Fair Value, Concentration of Business and Credit
          Risks

          The carrying amount reported in the balance sheet for cash, short-term
          investments, accounts receivable, accounts payable and accrued
          expenses approximates fair value because of the immediate or
          short-term maturity of these financial instruments. The carrying
          amount reported in the accompanying balance sheet for note payable
          approximates fair value because the actual interest rate does not
          significantly differ from current rates offered for instruments with
          similar characteristics. Financial instruments, which potentially
          subject the Company to concentrations of credit risk, consist
          principally of trade accounts receivable which amount to approximately
          $600,000 and money market funds amounting to approximately $466,000.
          The Company performs periodic credit evaluations of its trade
          customers and generally does not require collateral. The Company
          maintains its cash balances at certain financial institutions in which
          balances are insured by the Federal Deposit Insurance Corporation up
          to $100,000. The Company's uninsured balances amount to approximately
          $400,000 at July 31, 1998 and 1997.

     (i)  Income Taxes

          Deferred tax assets and liabilities are recognized for the future tax
          consequences attributable to differences between the financial
          statement carrying amounts of existing assets and liabilities and
          their respective tax bases. Deferred tax assets and liabilities are
          measured using enacted tax rates expected to apply to taxable income
          in the years in which those temporary differences are expected to be
          recovered or settled. The effect on deferred tax assets and
          liabilities of a change in tax rates is recognized in income in the
          period that includes the enactment date.




                                                                     (Continued)
                                       F-9

<PAGE>




                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 1998 and 1997


(1)  Summary of Significant Accounting Policies (Continued)

     (j)  Cash Flows

          For purposes of cash flows,  the Company  considers  all highly liquid
          investments  with an initial  maturity  of three  months or less to be
          cash equivalents.

     (k)  Earnings Per Common Share

          Earnings per common share have been computed based upon the weighted
          average number of common shares outstanding during the years
          presented. Common stock equivalents resulting from the issuance of the
          stock options have not been included in the per share calculations
          because such inclusion would not have a material effect on earnings
          per common share.

     (l)  Reclassifications

          Certain amounts from 1997 and 1996 have been reclassified to conform
          with the 1998 presentation.

(2)  Short-Term Investments

          Short-term investments are classified as trading securities and are
          presented below:

                                                     1998              1997
                                                     ----              ----
          
           Common Stock                           $     57,250            -

           Equity (Unit Investment) Trusts             109,901         28,032
                                                  ------------         ------
                                                  $    167,181         28,032
                                                  ============         ======

          The Company's trading securities are carried at fair value, which was
          not materially different than cost at July 31, 1998 and 1997. Net
          realized and unrealized gains and losses on trading securities are
          included in net income.




                                      F-10




<PAGE>


                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 1998 and 1997



     (3)  Inventories

          Inventories consist of the following:
<TABLE>
<CAPTION>

         
                                                                        1998           1997
                                                                      ---------      -------
                                                                   
               <S>                                                    <C>            <C>    
               Finished goods                                         $ 790,982      763,613
               Purchased parts and material                              23,623       18,776
                                                                      ---------      -------
                                                                      $ 814,605      782,389
                                                                      =========      =======
</TABLE>
                                                                    
                                                                       
     (4)  Property and Equipment                                       
                                                                       
          Property and equipment consists of the following:   
<TABLE>
<CAPTION>

                                                                         1998          1997
                                                                      ---------      -------   
                                                                    
               <S>                                                    <C>            <C>    
               Machinery and equipment                                $ 266,542      202,774
               Leasehold improvements                                    27,457       26,742
                                                                      ---------      -------
                                                                        293,999      229,516
                                                                    
               Less accumulated depreciation and amortization           108,638      106,660
                                                                      ---------      -------
                                                                      $ 185,361      122,856
                                                                      =========      =======
                                                              
                 
                 
</TABLE>
                 

                                      F-11


<PAGE>



                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 1998 and 1997


     (5)  Note Payable

          Note payable consists of an obligation payable in monthly installments
          of $1,099 including interest at 7.75% expiring December 2000. The note
          is secured by vehicles. Total annual principal payments on this
          obligation as of July 31,1998 are as follows:

            Year Ending July 31,
            --------------------

                  1999                              $  11,338
                  2000                                 12,249
                  2001                                  5,390
                                                    ---------
                                                    $  28,977
                                                    =========

     (6)  Stock Option Plan

          In November 1992, the Board of Directors approved an Incentive and
          Non-Qualified Stock Option Plan, which was ratified by the
          stockholders in January 1993. The plan covers 60,000 shares of Common
          Stock, subject to adjustment of shares under the anti-dilution
          provisions of the Plan. The plan authorizes the issuance of the
          options covered thereby as either "Incentive Stock Options" within the
          meaning of the Internal Revenue Code of 1986, as amended, or as
          "Non-Statutory Stock Options." No options may be granted after
          November 16, 2002.

          Under the Plan, the aggregate fair market value (determined at the
          time the option is granted) of the optioned stock for which Incentive
          Stock Options are exercisable for the first time by any employee
          during any calendar year shall not exceed $100,000.

          In December 1996, the Company granted options to purchase 30,000
          shares of stock at an exercise price of $3.25 per share to three of
          its officers and directors. The options are exercisable for a ten-year
          period expiring in December 2006.










                                      F-12


<PAGE>





                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 1998 and 1997


     (7)  Income Taxes

          The income tax provision (benefit) for the years ended December 31,
          1998, 1997 and 1996 consists of the following:
<TABLE>
<CAPTION>


                                                                         1998              1997                1996
                                                                    -------------       ----------        ----------
          <S>                                                       <C>                 <C>               <C>  
          Current:                 
            Federal                                                 $          -                -                 -  
            State                                                          20,000            7,000             9,035
                                                                    -------------       ----------        ----------
                                                                           20,000            7,000             9,035
                                                                    -------------       ----------        ----------
          Deferred:   
            Federal                                                        98,500           31,000            40,000
            State                                                           1,190            1,127            -
                                                                    -------------       ----------        ----------
                                                                           99,690           32,127            40,000
                                                                    -------------       ----------        ----------
                  Total                                             $     119,690       $   39,127            49,035
                                                                    =============       ==========        ==========
</TABLE>


                           
          Income tax expense (benefit) attributable to income before income tax
          differed from the amount computed by applying the U.S. Federal income
          tax rate of 34% to income from operations before income taxes as a
          result of the following:


<TABLE>
<CAPTION>


                                                                                 1998              1997                1996
                                                                             -------------       ----------        ----------
          <S>                                                                <C>                 <C>               <C>  

          Computed "expected" tax expense                                     $     140,000           43,500            62,700
          Increase (reduction) in income tax expense  resulting from:
               State income taxes, net of federal income tax benefit                 14,000            4,500             6,000
               Adjustment to deferred tax assets to reflect
                  current effective tax rates                                       (34,310)          (8,873)          (19,665)
                                                                              -------------       ----------        ----------
                                                                              $     119,690           39,127            49,035
                                                                              =============       ==========        ==========
</TABLE>






                                                                     (Continued)
                                      F-13


<PAGE>



                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 1998 and 1997



     (7)  Income Taxes (Continued)

          The tax effects of temporary differences that give rise to significant
          portions of the deferred tax assets at July 31, 1998 and 1997 are
          presented below:

<TABLE>
<CAPTION>

                                                                                                           
                                                                                     1998                  1997
                                                                                 ------------          ----------
          <S>                                                                    <C>                  <C>   
          Deferred tax assets:
              Inventories, principally due to additional costs
               inventoried for tax purposes                                      $     18,000              13,000
              Accounts receivable, due to allowance for uncollectible
               accounts                                                                 5,000               4,000
              Net operating losses                                                     69,000             162,000
                                                                                 ------------          ----------

                                                                                       92,000             179,000
          Less valuation allowance                                                         -                   -
                                                                                 ------------          ----------
                    Total                                                        $     92,000             179,000
                                                                                 ============          ==========


          Deferred taxes are presented in the accompanying balance sheets as:

                                                                                     1998                 1997
                                                                                 ------------          ----------

              Current deferred tax assets                                        $     23,000              17,000
              Noncurrent deferred tax assets                                           69,000             162,000
                                                                                 ------------          ----------
                                                                                 $     92,000             179,000
                                                                                 ============          ==========

</TABLE>







                                                                     (Continued)

                                      F-14


<PAGE>



                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 1998 and 1997


     (7)  Income Taxes (Continued)

          In assessing the realizability of deferred tax assets, management
          considers whether it is more likely than not that some portion or all
          of the deferred tax assets will be realized. Management considers the
          projected future taxable income and tax planning strategies in making
          this assessment. The Company believes that future earnings in addition
          to the amount of taxable differences which will reverse in future
          periods, will be sufficient to offset recorded deferred tax assets
          and, accordingly, a valuation allowance is not considered necessary at
          July 31, 1998 and 1997.

          At July 31, 1998, the Company has net operating loss carryforwards of
          approximately $230,000, which will expire in 2004.


     (8)  Lease Commitment

          Commencing in June 1996, the Company entered into an agreement to
          lease its Florida office, warehouse and distribution facilities from a
          partnership controlled by an executive officer, shareholder and
          director of TNR. The lease agreement provides payment of real estate
          taxes and insurance and extends for a term of ten years. Future
          minimum rental payments associated with this lease are indicated
          below.


                   Year Ending July 31,
                   --------------------

                           1999                          66,480
                           2000                          69,804
                           2001                          73,293
                           2002                          76,598
                           2003                          80,806
                        Thereafter                      251,603
                                                   ------------
                                                   $    618,584
                                                   ============


                                                                     (Continued)

                                      F-15


<PAGE>



                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 1998 and 1997



     (8)  Lease Commitment (Continued)

          Total lease and rental expense amounted to $93,732, $83,928 and
          $74,707 in 1998, 1997 and 1996, respectively. In 1998, 1997 and 1996,
          lease expense associated with related parties amounted approximately
          to $78,000, and $64,000, and $9,966, respectively.

     (9)  Sales to Major Customers

          During the years ended July 31, 1998, 1997, and 1996 no customer
          accounted for more than 10% of total revenues.

    (10)  Supplementary Information

                                               1998          1997         1996
                                               ----          ----         ----

          Advertising costs                $   64,654       53,103       37,244
          Provision for doubtful accounts  $    8,400        8,400       24,820


          The provision for doubtful accounts and advertising costs are included
          in selling, general and administrative costs in the accompanying
          statements of operations.


















                                      F-16






<PAGE>



                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

                  The names, ages and principal occupations of the Company's
present directors, and the date on which their term of office commenced and
expires, are listed below.

                                  Term        First                        
                                  of          Became         Principal   
Name                  Age         Office      Director       Occupation  
----                  ---         ------      --------       ----------  
                                                 
Jerrold Lazarus       66            (1)        1987         Chairman of the
                                                            Board and Chief   
                                                            Executive Officer
                                                          
                                                          
Norman L. Thaw        65            (1)        1979         President of
                                                            Stride Rite     
                                                            Stables, Inc.,
                                                            Private Investor
                                                          
Wayne Thaw            41            (1)        1983         President and
                                                            Chief Operating
                                                            Officer
                                                                   
Kathie Thaw           43            (1)        1996         Vice-President

------------
(1)  Directors are elected at the annual meeting of stockholders and hold office
     to the following annual meeting.

         Jerrold Lazarus is Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, Secretary and Treasurer of the Company. Wayne Thaw is
President and Chief Operating Officer of the Company. Kathie Thaw is Vice
President of the Company. The terms of all officers expire at the annual meeting
of directors following the annual stockholders meeting. Officers may be removed,
either with or without cause, by the Board of Directors, and a successor elected
by a majority vote of the Board of Directors, at any time.

         Jerrold Lazarus has been a full time employee of the Company since
October 1987 and has served as an Executive Officer of the Company since 1987.

         Norman L. Thaw is one of the founders of the Company and served as its
Chairman and Chief Executive Officer between March 1987 and April 1988. For more
than the past five years, Mr. Thaw's principal occupation is the President of
Stride Rite Stables, Inc., a

                                        9

<PAGE>



thoroughbred racing and breeding farm in South Florida. Norman L. Thaw is the
father of Wayne Thaw.

         Wayne Thaw has been a full time employee of the Company since 1980 and
has served as an Executive Officer of the Company since 1981. Wayne Thaw is the
son of Norman L. Thaw.

         Kathie Thaw has been Vice-President and a director of the Company since
December 1996. Kathie Thaw has been associated with the Company for the past
five years as a consultant to the President.



                                       10

<PAGE>



Item 11.          Compensation of Directors and Executive Officers.

         The following table provides a summary compensation table with respect
to the compensation of the Company's two executive officers.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
<S>                   <C>         <C>               <C>          <C>           <C>             <C>          <C>           <C>
===================================================================================================================================
                                                                           |         Long Term Compensation          |
                                                                           |-----------------------------------------|
                                           Annual Compensation             |            Awards           |  Payouts  |
---------------------------------------------------------------------------|-----------------------------|-----------|
      (a)        |   (b)   |        (c)      |       (d)      |      (e)   |      (f)      |      (g)    |     (h)   |     (I)
                 |         |                 |                |     Other  |               |             |           |     All
     Name        |         |                 |                |    Annual  |  Restricted   |             |           |   Other
      and        |         |                 |                |    Compen- |     Stock     |    Number   |    LTIP   |  Compen-
   Principal     |         |                 |                |    sation  |   Award(s)    |      of     |   Payouts |   sation
   Position      |  Year   |    Salary ($)   |    Bonus ($)   |    ($)(1)  |      ($)      |    Options  |     ($)   |    ($)
-----------------|---------|-----------------|----------------|------------|---------------|-------------|-----------|------------
Jerrold Lazarus  |  1998   |      75,690     |      7,200     |       0    |       0       |       0     |      0    |      0
     CEO,        |  -------|-----------------|----------------|------------|---------------|-------------|-----------|------------
                 |  1997   |      67,901     |      1,000     |       0    |       0       |    10,000   |      0    |      0
                 |  -------|-----------------|----------------|------------|---------------|-------------|-----------|------------
Chairman of the  |  1996   |      79,627     |      7,500     |       0    |       0       |       0     |      0    |      0
     Board       |         |                 |                |            |               |             |           |
-----------------|---------|-----------------|----------------|------------|---------------|-------------|-----------|------------
 Wayne Thaw,     |  1998   |     104,500     |      9,503     |       0    |       0       |       0     |      0    |      0
  President      |  -------|-----------------|----------------|------------|---------------|-------------|-----------|------------
                 |  1997   |     105,751     |      1,250     |       0    |       0       |    10,000   |      0    |      0
                 |  -------|-----------------|----------------|------------|---------------|-------------|-----------|------------
                 |  1996   |     106,308     |      7,500     |       0    |       0       |       0     |      0    |      0
==================================================================================================================================
</TABLE>

----------

         (1) Does not include the value of a leased or company owned automobile
provided to each officer for business purposes.


                                       11

<PAGE>



         During the past three fiscal years, the Company has not granted
restricted stock awards or stock appreciation rights. In addition, the Company
does not have a defined benefit or actuarial plan.

         The Company has no employment contracts with its executive officers.
Jerrold Lazarus and Wayne Thaw are currently receiving a monthly salary of
$6,283 and $8,675, respectively. Directors do not presently receive compensation
for serving on the Board or on its committees. Depending on the number of
meetings and the time required for the Company's operations, the Company may
decide to compensate its directors in the future.

         The Company provides each of its two above named executive officers
with an automobile. The Company has no annuity, pension, or retirement benefits
for its employees. The Company has not afforded any of its officers or directors
any other personal benefits, the value of which exceeds 10% of his cash
compensation, which is not directly related to job performance or provided
generally to all salaried employees.

Stock Option Plan

         The 1992 Incentive and Non-Qualified Stock Option Plan, (the "1992
Plan"), was approved by the Board of Directors on November 17, 1992 and ratified
by stockholders on January 29, 1993. The 1992 Plan covers 60,000 shares of
Common Stock, subject to adjustment of shares under the anti-dilution provisions
of the 1992 Plan. The 1992 Plan authorizes the issuance of the options covered
thereby as either "Incentive Stock Options" within the meaning of the Internal
Revenue Code of 1986, as amended, or as "Non-Statutory Stock Options." Persons
eligible to receive options under the 1992 Plan includes employees, directors,
officers, consultants or advisors, provided that bona fide services shall be
rendered by consultants or advisors and such services must not be in connection
with the offer or sale of securities in a capital raising transaction; however,
only employees (who may also be officers and/or directors) are eligible to
receive an Incentive Stock Option. The 1992 Plan also provides that no options
may be granted after November 16, 2002. In December 1996, the Company has
granted ten year non-statutory options to purchase 30,000 shares at an exercise
price of $3.25 per share to Wayne Thaw (10,000 shares), Jerrold Lazarus (10,000
shares) and Kathie Thaw (10,000 shares).

         The 1992 Plan is administered by the Company's Board of Directors or a
stock option committee consisting of three members of the Board which has the
authority to determine the persons to whom options shall be granted, whether any
particular option shall be an Incentive Option or a Non-Statutory Option, the
number of shares to be covered by each option, the time or times at which
options will be granted or may be exercised and the other terms and provisions
of the Options.

         Under the 1992 Plan, the aggregate fair market value (determined at the
time the option is granted) of the optioned stock for which Incentive Stock
Options are exercisable for the first time by any employee during any calendar
year (under all such Plans of the individual's Employer Corporation and its
parent and subsidiary corporation) shall not exceed $100,000.

                                       12

<PAGE>



         The 1992 Plan also provides that the Board of directors shall determine
the exercise price of the Common Stock under each option. The 1992 Plan also
provides that: (I) the exercise price of Incentive Stock Options granted
thereunder shall not be less than 100% (110% if the optionee owns 10% or more of
the outstanding voting securities of the Company) of the fair market value of
such shares on the date of grant, as determined by the Board or Committee, and
(ii) no option by its terms may be exercised more than ten years (five years in
the case of an Incentive Stock Option, where the optionee owns 10% or more of
the outstanding voting securities of the Company) after the date of grant. Any
options which are canceled or not exercised within the option period become
available for future grants. All Stock Options are non-transferable except by
will or the laws of descent and distribution.


                                       13

<PAGE>




                               OPTION GRANTS TABLE

         The information provided in the table below provides information with
respect to individual grants of stock options during fiscal 1998 of each of the
executive officers named in the summary compensation table above. The Company
did not grant any stock appreciation rights during 1998.







                        Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>


<S>                            <C>                  <C>              <C>             <C>             <C>              <C>
===================================================================================================================================
                                                                                                |             Potential
                                                                                                |        Realizable Value at
                                                                                                |           Assumed Annual
                                         Individual Grants                                      |        Rates of Stock Price
                                                                                                |            Appreciation
                                                                                                |        for Option Term (2)
------------------------------------------------------------------------------------------------|----------------------------------
               (a)       |        (b)        |          (c)       |     (d)         |    (e)    |     (f)       |       (g)
                         |                   |         % of       |                 |           |               |
                         |                   |         Total      |                 |           |               |
                         |                   |       Options/     |                 |           |               |
                         |                   |      Granted to    |                 |           |               |
                         |      Options      |      Employees     |   Exercise      |  Expira-  |               |
                         |      Granted      |       in Fiscal    |    Price        |   tion    |               |
              Name       |        (#)        |       Year (1)     |    ($/Sh)       |   Date    |    5% ($)     |      10% ($)
                         |                   |                    |                 |           |               |
-------------------------|-------------------|--------------------|-----------------|-----------|---------------|------------------
Wayne Thaw               |        -0-        |       N/A          |      N/A        |   N/A     |     N/A       |        N/A
-------------------------|-------------------|--------------------|-----------------|-----------|---------------|------------------
Jerrold Lazarus          |        -0-        |       N/A          |      N/A        |   N/A     |     N/A       |        N/A
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
N/A - Not Applicable.

(1)  The percentage of total options granted to employees in fiscal year is
     based upon options granted to officers, directors and employees.

(2)  The potential realizable value of each grant of options assumes that the
     market price of the Company's Common Stock appreciates in value from the
     date of grant to the end of the option term at annualized rates of 5% and
     10%, respectively, and after subtracting the exercise price from the
     potential realizable value.

                                       14

<PAGE>



AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION VALUES

         The information provided in the table below provides information with
respect to each exercise of stock option during fiscal 1998 by each of the
executive officers named in the summary compensation table and the fiscal year
end value of unexercised options.

===============================================================================
           (a)    |     (b)     |     (c)    |     (d)      |       (e)
                  |             |            |              |     Value of
                  |             |            |  Number of   |   Unexercised
                  |    Shares   |            | Unexercised  |   In-the-Money
                  |   Acquired  |            |  Options at  |     Options
                  |      on     |    Value   |  FY-End (#)  |   at Fy-End($)
                  |   Exercise  |  Realized  | Exercisable/ |   Exercisable/
      Name        |     (#)     |   ($)(1)   | Unexercisable| Unexercisable(1)
------------------|-------------|------------|--------------|------------------
Wayne Thaw        |     -0-     |     -0-    |   10,000/0   |    20,000/0
------------------|-------------|------------|--------------|------------------
Jerrold Lazarus   |     -0-     |     -0-    |   10,000/0   |    20,000/0
-------------------------------------------------------------------------------

------------                                                             
(1)      The aggregate dollar values in column (c) and (e) are calculated by
         determining the difference between the fair market value of the Common
         Stock underlying the options and the exercise price of the options at
         exercise or fiscal year end, respectively. In calculating the dollar
         value realized upon exercise, the value of any payment of the exercise
         price is not included. Fiscal year end value based upon a market price
         of $5.25 per share.

Report of the Board of Directors on Executive Compensation

         During fiscal 1998, the entire Board which consists of Norman Thaw,
Jerrold Lazarus, Wayne Thaw (and Kathie Thaw held primary responsibility for
determining executive compensation levels. The goals of the Company's
compensation program is to align compensation with business objectives and
performance and to enable the Company to attract, retain and reward executive
officers and other key employees who contribute to the long-term success of the
Company. The Company has provided on a prospective basis annual incentive
opportunity to several of its key employees sufficient to provide motivation to
achieve specific operating goals. The foregoing report has been approved by all
members of the board of directors.

                                    Jerrold Lazarus-Chairman
                                    Norman Thaw
                                    Wayne Thaw
                                    Kathie Thaw



                                       15

<PAGE>



Compensation Committee Interlocks and Insider Participation

         During fiscal 1998, Jerrold Lazarus and Wayne Thaw, executive officers
of the Company, were involved in determining executive officer compensation
levels as members of the Board of Directors.

Item 12.     Security Ownership of Certain Beneficial Owners and Management.

         As of September 30, 1998, the Company had outstanding 261,978 shares of
Common Stock. The only persons of record who presently hold or are known to own
(or believed by the Company to own) beneficially more than 5% of the outstanding
shares of such class of stock is listed below. The following table also sets
forth certain information as to holdings of the Company's Common Stock of all
officers and directors individually, and all officers and directors as a group.
(The shares shown in the table below for Norman Thaw and his sons, Wayne Thaw
and Mitchell Thaw are not beneficially owned by each other and are listed
separately).


===============================================================================
                        Name and                  Amount and
                        Address of                Nature of
                        Beneficial                Beneficial      Approximate
Title of Class          Owner                     Ownership (1)     Percent
-------------------------------------------------------------------------------
Common Stock          Wayne Thaw                   61,592            22.6
                      (3)(4)(6)
-------------------------------------------------------------------------------
Common Stock          Norman L. Thaw               55,228            21.1
                      (2)(3)(6)
-------------------------------------------------------------------------------
Common Stock          Jerrold Lazarus (3)(4)       10,691             3.9
-------------------------------------------------------------------------------
Common Stock          Kathie Thaw (3)(4)(6)        10,000             3.7
-------------------------------------------------------------------------------
Common Stock          All Directors and           137,874            47.2
                      Officers as a group
                      (four persons)(5)(6)
-------------------------------------------------------------------------------
Common Stock          Mitchel A. Thaw              21,525             8.3
                      (3)(6)
===============================================================================


                                       16

<PAGE>



*  Owns less than 1% of the issued and outstanding shares of the Company's
   Common Stock.

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

(1)  All shares are directly owned, and the sole investment and voting power is
     held, by the persons named.

(2)  May be deemed to be a parent and/or founder of the Company under the
     Securities Act of 1933, as amended and may be deemed to be a "control
     person" of the Company within the meaning of the Securities Exchange Act of
     1934.

(3)  Address: 301 Central Park Drive, Sanford, Florida 32771.

(4)  Includes options to purchase 10,000 shares.

(5)  Includes options to purchase 30,000 shares granted to officers and
     directors.

(6)  Wayne Thaw and Kathie Thaw are married and their individual stock ownership
     is shown separately. Both Wayne Thaw and Kathie Thaw may be deemed to also
     own the shares owned by the other person. Norman Thaw is the father of
     Wayne Thaw and Mitchel A. Thaw.

         The Company does not know of any arrangement or pledge of its
securities by persons now considered in control of the Company that might result
in a change of control of the Company.


                                       17

<PAGE>



Item 13.          Certain Relationships and Related Transactions.

         See Item 2 regarding the description of lease between the Company and a
RKW Holding Ltd., a Florida Limited Partnership, controlled by Wayne Thaw.

Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

         (a)(1)(2)         Financial Statements and Financial Statement
                           Schedules.

                           A list of the Financial Statements and Financial
                           Statement Schedules filed as a part of this Report is
                           set forth in Item 8, and appears at Page F-1 of this
                           Report, which list is incorporated herein by
                           reference.

         (a)(3)            Exhibits

                  3        Certificate of Incorporation and Amendments
                           thereto. (1)

                  3(A)     By-Laws. (1)

                  3(B)     February 1992 Certificate of Amendment to
                           Certificate of Incorporation (2)

                  10       Lease Agreement dated January 17, 1996 by and
                           between RKW Holding Ltd. and the Registrant (3)

                  11       Earnings per share.  See Financial Statements

                  27       Selected Financial Data*
-------------------
* Filed herewith

(1)  Exhibits 3 and 3(A) are incorporated by reference from Registration No.
     2-85110 which were filed in a Registration Statement on Form S-18.

(2)  Incorporated by reference to Form 10-K for the fiscal year ended July 31,
     1992.

(3)  Incorporated by reference to Form 10-K for the fiscal year ended July 31,
     1996.

         (b)               Reports on Form 8-K.

                           No Reports on Form 8-K were filed or required to be
                           filed during the quarter ended July 31, 1998.




                                       18

<PAGE>


                                   SIGNATURES

         Pursuant to the requirements Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                   TNR TECHNICAL, INC.

                                   By /s/ Jerrold Lazarus
                                       ----------------------------------------
                                      Jerrold Lazarus, Chief Executive Officer

Dated:            Sanford, Florida
                  October 5, 1998

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

Signatures                         Title                      Date
----------                         -----                      ----

/s/ Norman L. Thaw                 Director               October 5, 1998
------------------------
   Norman L. Thaw

/s/ Wayne Thaw                     President, Chief       October 5,1998
------------------------           Operating
   Wayne Thaw                      Officer and
                                   Director

/s/ Jerrold Lazarus                Chairman of the        October  5, 1998
------------------------           Board, Chief
   Jerrold Lazarus                 Executive
                                   Officer, Chief
                                   Financial and
                                   Accounting
                                   Officer,
                                   Treasurer,
                                   and Secretary


/s/ Kathie Thaw                    Vice President          October 5, 1998
------------------------           and Director
 Kathie Thaw                       


Norman Thaw, Kathie Thaw, Wayne Thaw and Jerrold Lazarus represent all the
members of the Board of Directors.

                                       19