<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, 2002
                                       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].


                                       1
<PAGE>


         As of October 3, 2002, the number of shares held by non-affiliates was
approximately 155,000 shares. The approximate market value (i.e. $8.60 per
share) of the Company's Common Stock on that date held by non-affiliates was
$1,333,000. The number of shares outstanding of the issuer's Common Stock, as of
October 3, 2002 was 270,817.

                                     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 Santa Ana,
California.

         The Company is an authorized distributor of nickel-cadmium, Ni-MH,
alkaline, lithium and sealed lead acid batteries manufactured by Saft America,
Power-Sonic Battery, Varta Battery, Enersys, Duracell, Renata, GP Battery,
Eveready Battery, Sanyo Energy, and Universal Battery. As an authorized
distributor, the Company purchases cells, assembles them into battery packs and
maintains inventory for resale. The Company sells its battery cells and/or
battery packs to the original equipment manufacturers 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 have applications in electric mobility, instruments, pay phones,
cordless phones, laptops, surveying equipment, radio control hobby, alarms,
cameras, U.P.S., door locks, medical equipment, and lighting.

         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, 2002 and 2001, 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.


                                       2
<PAGE>


Employees

         At October 1, 2002, the Company leases from a non-affiliated party its
staff which includes 25 persons. Such staff includes nine salespersons
(including two executive officers), three administrative, two warehouse and
shipping clerks and eleven factory workers. For a fee which is paid by the
Company, the leasing company provides the payroll, including, workmen's
compensation, 401(k) plan and health insurance. The Company's agreement with the
leasing company can be terminated on short notice at any time by the Company.

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 $7,146
(including sales taxes) with annual increases of five percent over the preceding
year's base rent. The Company is also responsible for the payment of all
insurance, property, and other taxes related to the leased facilities. Property
taxes estimated at $640 per month, inclusive of sales taxes, are accrued on a
monthly basis.

          The Company also leases a sales, distribution and assembly facility at
3400 W. Warner, Suites K, L and M, Santa Ana, CA 92704. These facilities consist
of 6,480 square feet of space. The California lease commenced on July 1, 2000
and expires on June 30, 2003, subject to the right of the Company to renew for
an additional two-year period. The Company currently pays a base rent of $4,766
per month, which is subject to increase for its share of the landlord's
increased operating expenses. The Company owns production equipment consisting
primarily of 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 2002.


                                       3
<PAGE>


                                     PART II

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

         Principal Market and Stock Prices.

         The Company's Common Stock may be quoted in the over-the-counter
market. The high and low sales prices of the Common Stock are shown below for
the Company's last two fiscal years ended July 31, 2002. At July 10, 2002, the
last sales price was $8.50.

                                      High                      Low
                                      ----                      ---
Fiscal 2002
-----------
First Quarter                        $6.90                     $ 6.90
Second Quarter                        9.25                       6.80
Third Quarter                         9.00                       7.20
Fourth Quarter                       10.25                       7.80

Fiscal 2001
-----------
First Quarter                       $ 6.25                     $ 5.50
Second Quarter                       10.25                       5.75
Third Quarter                         9.00                       9.00
Fourth Quarter                        9.50                       6.90

         The closing last sale of the Company's Common Stock on October 3, 2002
was $8.60. 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 October 3, 2002 was 658 as supplied by the Company's transfer
agent, American Stock Transfer Company, 59 Maiden Lane, New York, NY 10038.

         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>

Recent Sales of Unregistered Securities

During the three years ended July 31, 2002, the Company made the following sales
of unregistered securities:
<TABLE>
----------------------------------------------------------------------------------------------------------------------
<S>           <C>               <C>            <C>                         <C>                <C>
                                                Consideration Received
                                                and Description of
                                                Underwriting or Other                          If Option, Warrant
                                                Discounts to Market                            or Convertible
                                                Price or Convertible        Exemption from     Security, terms of
Date of        Title of          Number         Security, Afforded to       Registration       exercise or
Sale           Security          Sold           Purchasers                  Claimed            conversion
----------------------------------------------------------------------------------------------------------------------
4/26/02        Common Stock       10,000        Options exercised at        Section 4(2)        Non-Statutory Stock
                                                $3.25 per share; no                             Options granted to
                                                underwriting                                    Jerrold Lazarus in
                                                compensation paid                               December 1996.
                                                                                                These options
                                                                                                were fully vested,
                                                                                                exercisable at
                                                                                                $3.25 per share
                                                                                                and would have
                                                                                                expired in
                                                                                                December 2006.
----------------------------------------------------------------------------------------------------------------------
4/26/02        Common Stock       2,000          Options exercised at      Section 4(2)         Non-Statutory Stock
                                                 $5.00 per share; no                            Options granted to
                                                 underwriting                                   Jerrold Lazarus in
                                                 compensation paid                              December 1998.
                                                                                                These options
                                                                                                were fully vested,
                                                                                                exercisable at
                                                                                                $5.00 per share
                                                                                                and would have
                                                                                                expired in
                                                                                                December 2008.
----------------------------------------------------------------------------------------------------------------------
12/3/01        Common Stock       23,000         Option granted under      Section 4(2)         Non-Statutory Stock
                                                 1992 Stock Option Plan;                        Options granted to
                                                 no cash received                               Wayne Thaw in
                                                                                                December 2001.
                                                                                                These options
                                                                                                were fully vested,
                                                                                                exercisable at
                                                                                                $6.80 per share
                                                                                                and will expire
                                                                                                on December 3, 2011.
-----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       5
<PAGE>


Equity Compensation Plan

     The following summary information relates to our Compensation Plans
described in Item 11 pursuant to which we have granted options to purchase our
Common Stock:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                (a)                            (b)                    (c)
-----------------------------------------------------------------------------------------------------------------------
<S>                            <C>                            <C>                   <C>
Plan category                   Number of securities to        Weighted average       Number of securities
                                be issued upon exercise        exercise price of      remaining available for
                                of outstanding options         outstanding            future issuance under
                                                               options (1)            equity compensation plan
                                                                                      (excluding securities
                                                                                      reflected in column (a))
-----------------------------------------------------------------------------------------------------------------------
Equity compensation
Plan approved by
Security Holders                48,000                         5.13                    30,000
-----------------------------------------------------------------------------------------------------------------------
</TABLE>

-----------------
(1)      Based upon 20,000 options exercisable at $3.25 per share, 23,000
         options exercisable at $6.80 per share and 5,000 options exercisable at
         $5.00 per share.



                                       6
<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, 2002       July 31,  2001        July 31, 2000         July 31, 1999         July 31, 1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                   <C>                   <C>                    <C>
Net sales                      $7,908,632           $8,030,850            $ 8,014,576           $6,126,132             $5,719,806
------------------------------------------------------------------------------------------------------------------------------------
Net income                        559,448              522,121               440,010              321,192                295,012
------------------------------------------------------------------------------------------------------------------------------------
Net income per Share                 2.15                 2.02                   1.69                1.23                    1.13
------------------------------------------------------------------------------------------------------------------------------------
Cash dividends                       -0-                  -0-                    -0-                 -0-                    -0-
====================================================================================================================================

Balance Sheet Data:

====================================================================================================================================

                             July 31, 2002        July 31, 2001       July 31, 2000           July 31, 1999          July 31, 1998
------------------------------------------------------------------------------------------------------------------------------------
Working capital                $4,009,499              3,363,650        $ 2,890,360               $2,430,337             $2,021,076
------------------------------------------------------------------------------------------------------------------------------------
Total Assets                    4,491,653             4,011,867           3,663,315                3,034,415              2,488,793
------------------------------------------------------------------------------------------------------------------------------------
Long-term debt (including
capital leases)
                                      -0-                  -0-                -0-                     5,390                  17,639
------------------------------------------------------------------------------------------------------------------------------------
Total Shareholders' equity      4,140,158             3,535,985          3,018,886                2,586,716               2,271,643
====================================================================================================================================
</TABLE>


                                       7
<PAGE>



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

Forward Looking Statements

         This annual report on Form 10-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements involve risk and uncertainties, and actual results
could be significantly different than those discussed in this annual report on
Form 10-K. Certain statements contained herein are forward-looking statements.
These statements discuss, among other things, expected growth, future revenues
and/or performance. Although we believe the expectations expressed in such
forward-looking statements are based on reasonable assumptions within the bounds
of our knowledge of our business, a number of factors could cause actual results
to differ materially from those expressed in any forward-looking statements,
whether oral or written, made by us or on our behalf. The forward-looking
statements are subject to risks and uncertainties including, without limitation,
the following: (a) changes in levels of competition from current competitors and
potential new competition and (b) costs of acquiring inventory. The foregoing
should not be construed as an exhaustive list of all factors that could cause
actual results to differ materially from those expressed in forward-looking
statements made by us. All forward-looking statements included in this document
are made as of the date hereof, based on information available to the Company on
the date thereof, and the Company assumes no obligation to update any
forward-looking statements.

Liquidity and Capital Resources

         Working capital amounted to $4,009,499 at July 31, 2002 as compared to
$3,363,650 at July 31, 2001. Cash and investments amounted to $2,605,548 at July
31, 2002 as compared to cash and investments of $1,871,854 at July 31, 2001. As
more fully described in the "Statement of Cash Flows" included in the Company's
financial statements elsewhere herein, net cash provided by operating activities
for the fiscal years ended July 31, 2002, July 31, 2001, and July 31, 2000 were
$632,820, $392,975, and $540,389, respectively.

         During fiscal 2002, cash was provided by operating activities primarily
due to the Company's net income of $559,448. Other changes in cash were related
to reductions in accounts payable and accrued expenses primarily to satisfy
obligations associated with the Company's computer hardware and software
upgrades in late fiscal 2001 and to a reduction in overall inventory levels. The
reduction in inventory levels, ($158,521), was a result of longer vendor lead
times. Accounts receivable was reduced, ($69,901), as a result of increased
credit card sales and increasingly efficient credit collection. Income taxes
payable/receivable was decreased resulting from the payment of tax obligations
and estimated tax payments. During fiscal 2002, cash was used in investing
activities to purchase property and equipment. During fiscal 2002, changes in
cash resulting from financing activities were associated with the purchase of
treasury stock ($13,775) and the issuance of common stock ($58,500) subsequent
to an exercise of stock options by the former chief executive officer.


                                       8
<PAGE>

         During fiscal 2001, cash was provided by operating activities primarily
due to the Company's net income of $522,121. The primary reduction in cash of
$98,128 in income taxes payable resulted from payment of tax obligations and
estimated tax payments. Another significant reduction of cash included a
decrease in accounts payable and accrued expenses of $65,029 due to the payment
of certain obligations in connection with the retirement of the Company's former
chief executive officer. During fiscal 2001, cash was used in investing
activities to purchase property and equipment of $85,320. During fiscal 2001,
cash was used in financing activities to purchase treasury stock of $5,022 and
to make principal payments on notes payable of $5,390.

         During fiscal 2000, net cash was provided by operating activities
primarily due to the Company's net income of $440,010 and an increase in
accounts payable and accrued expenses of approximately $184,000. This increase
is a combination of a reduction in accounts payable of $27,000 resulting from
more timely payments of vendor invoices in order to take advantage of discounts
offered and an increase in accrued expenses of $211,000 resulting from $101,000
in accrued bonuses, $76,000 in retirement accruals, $25,000 in moving expenses
for the Company's California office and the balance in miscellaneous accruals.
The primary reduction in cash resulted from increased spending on inventories of
$177,622 to sustain current sales demand. During fiscal 2000, cash was used in
investing activities to purchase property and equipment of $20,850. During
fiscal 2000, cash was used in financing activities to purchase treasury stock of
$7,840 and to make principal payments on notes payable of $12,249.

         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 2002, Management
expects this trend to continue. There are no material commitments for capital
expenditures or any long-term credit arrangements as of July 31, 2002.

Results of Operations

         Sales for fiscal 2002, $7,908,632, fell one and a half percent, or
$122,218, as compared to fiscal 2001. Sales for fiscal 2001 increased slightly
from $8,014,576 in fiscal 2000 to $8,030,850, an increase of $16,274 or less
than one percent. Increased competition and a general slowing of the economy
were the leading factors in the overall decrease in sales in 2002. During the
past three years, no customer accounted for more than 10% of revenues.

         The Company's gross margin increased less than one percent to 27% in
fiscal 2002 as compared to 26% for fiscal 2001 and fiscal 2000 as a result of
slight differences in the mix of products sold and greater cost efficiencies. As
a result of sales activity and gross margin changes, gross profit increased
$41,057 in fiscal 2002 to $2,133,458, as compared to $2,092,401 and $2,061,643
in fiscal 2001 and fiscal 2000 respectively.


                                       9
<PAGE>

         Operating (selling, general and administrative) expenses increased
slightly from $1,342,652 in fiscal 2001 to $1,345,246 in fiscal 2002, or $2,594.
Operating expenses of $1,385,526 decreased $42,874 from fiscal 2000 to fiscal
2001. This decrease resulted primarily from decreases in payroll costs and
general office expenses of approximately $83,000 and $15,000, respectively,
offset by increases in rent and computer consulting costs of $35,000 and
$21,000, respectively. Decreases in fiscal 2001 payroll were primarily related
to the retirement of the Company's chief executive officer in 2000 and
associated payroll costs. General office expenses decreased primarily as a
result of moving expenses related to the Company's move to new office space in
California in late 2000. Correspondingly, as a result of this move, rent expense
increased in 2001. Computer consulting and training was necessary during fiscal
2001 as a result of the Company's change from DOS based sales and accounting
software to Windows based software.

         During the past three years, the Company did not charge its operations
with any research and development costs, except for $2,337 incurred in fiscal
2001. Decreases in interest income of $23,341 were offset by investment gains of
$61,769 as a result of increased cash balances and changes in investment
strategy in order to maximize interest income and investment return.

         Net income for fiscal 2002 was $559,448 as compared to $522,121 for
fiscal 2001 and $440,010 for fiscal 2000. Basic earnings per share for fiscal
2002, fiscal 2001, and fiscal 2000 was $2.15, $2.02 and $1.69 respectively.

Purchase of Treasury Stock

         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 the Company'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 the
Company'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 the
Company'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.


                                       10
<PAGE>


Item 7(a), Quantitative and Qualitative Disclosures about Market Risk.

         Not applicable.

Item 8.  Financial Statements and Supplementary Data.

         The information required by Item 8, and an index thereto, appears at
pages F-1 through F-18 (inclusive) of this Report, which pages follow Item 9.

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


         None.


                                       11
<PAGE>

                               TNR TECHNICAL, INC.

                              Financial Statements

                             July 31, 2002 and 2001


                   (With Independent Auditors' Report Thereon)




<PAGE>






                                                            Financial Statements


                                                             TNR TECHNICAL, INC.


                                                          July 31, 2002 and 2001











<PAGE>


                               TNR TECHNICAL, INC.

                          Index to Financial Statements




Independent Auditors' Report.................................................F-1

Financial Statements:

     Balance Sheets - July 31, 2002 and 2001.................................F-2

     Statements of Operations - Three years ended July 31, 2002..............F-4

     Statements of Shareholders' Equity - Three years ended July 31, 2002....F-5

     Statements of Cash Flows - Three years ended July 31, 2002..............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, 2002 and 2001, and the related statements of operations, shareholders'
equity and cash flows for each of the years in the three-year period ended July
31, 2002. 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 auditing standards generally accepted
in the United States of America. 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, 2002 and 2001 and the results of its operations and its cash flows for the
three years then ended in conformity with accounting principles generally
accepted in the United States of America.



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



August 26, 2002
Maitland, Florida


<PAGE>


                               TNR TECHNICAL, INC.

                                 Balance Sheets

                             July 31, 2002 and 2001


                                     Assets
                                     ------
<TABLE>
<CAPTION>

                                                                       2002          2001
                                                                   -----------    ----------
<S>                                                                  <C>           <C>
Current assets:
     Cash and cash equivalents                                      $  854,729     1,871,854
     Investments (note 4)                                            1,750,819             -
     Accounts receivable - trade, less allowance for doubtful
         accounts of $18,733 in 2002 and $20,333 in 2001               577,050       655,351
     Inventories (note 2)                                            1,092,552     1,251,073
     Income taxes receivable                                            23,000             -
     Prepaid expenses and other current assets                          16,844        11,254
     Deferred income taxes (note 6)                                     46,000        50,000
                                                                   -----------    ----------

               Total current assets                                  4,360,994     3,839,532

Property and equipment, at cost, net of accumulated
   depreciation and amortization (notes 3 and 4)                       115,202       156,878

Other assets:
     Deposits                                                           15,457        15,457
                                                                   -----------    ----------

                                                                   $ 4,491,653     4,011,867
                                                                   ===========    ==========
</TABLE>
See accompanying notes to financial statements.



                                       F-2
<PAGE>


                               TNR TECHNICAL, INC.

                                 Balance Sheets

                             July 31, 2002 and 2001


                      Liabilities and Shareholders' Equity
                      ------------------------------------
<TABLE>
<CAPTION>

                                                                             2002           2001
                                                                        ------------    -----------
<S>                                                                     <C>              <C>
Current liabilities:
     Accounts payable                                                   $    121,563        190,383
     Accrued expenses                                                        229,932        248,627
     Income taxes payable                                                          -         36,872
                                                                        ------------     ----------

               Total current liabilities                                     351,495        475,882
                                                                        ------------     ----------

Commitment (note 7)

Shareholders' equity:
     Common stock - $.02 par value, authorized 500,000 shares; issued and
        outstanding 313,581 and 301,581 shares
        in 2002 and 2001, respectfully (note 5)                                6,272          6,032
     Additional paid in capital                                            2,698,261      2,640,001
     Retained earnings                                                     1,664,535      1,105,087
                                                                        ------------     ----------

                                                                           4,369,068      3,751,120
     Less cost of treasury stock 44,352 and 42,752
        shares in 2002 and 2001, respectively                               (228,910)      (215,135)
                                                                        ------------     ----------

               Total shareholders' equity                                  4,140,158      3,535,985
                                                                        ------------     ----------

                                                                        $  4,491,653      4,011,867
                                                                        ============     ==========
</TABLE>
See accompanying notes to financial statements.


                                       F-3
<PAGE>


                               TNR TECHNICAL, INC.

                            Statements of Operations

                    Years ended July 31, 2002, 2001 and 2000

<TABLE>
<CAPTION>

                                                             2002             2001            2000
                                                        ------------      ------------    -----------
<S>                                                     <C>                <C>             <C>
Revenues:
     Net sales (note 8)                                 $  7,908,632        8,030,850       8,014,576
                                                        ------------      -----------     -----------

Cost and expenses:
     Cost of goods sold                                    5,775,174        5,938,449       5,952,933
     Selling, general and administrative (note 9)          1,345,246        1,342,652       1,385,526
                                                        ------------      -----------     -----------

                                                           7,120,420        7,281,101       7,338,459
                                                        ------------      -----------     -----------

               Operating income                              788,212          749,749         676,117

Non-operating revenue (expense):
     Interest income                                          56,357           79,698          66,620
     Investment gains, net (note 4)                           61,769                -               -
     Other, net (note 10)                                     (7,044)           3,012         (11,727)
                                                        ------------      -----------     -----------

               Income before income taxes                    899,294          832,459         731,010

Income tax expense (note 6)                                  339,846          310,338         291,000
                                                        ------------      -----------     -----------

               Net income                               $    559,448          522,121         440,010
                                                        ============      ===========     ===========

Basic earnings per share                                $       2.15             2.02            1.69
                                                        ============      ===========     ===========

Diluted earnings per share                              $       2.02             1.88            1.60
                                                        ============      ===========     ===========

Weighted average number of shares - Basic                    260,727          259,116         260,135
                                                        ============      ===========     ===========

Weighted average number of shares - Diluted                  275,727          278,449         275,006
                                                        ============      ===========     ===========
</TABLE>
See accompanying notes to financial statements.


                                       F-4
<PAGE>


                               TNR TECHNICAL, INC.

                       Statements of Shareholders' Equity

                    Years ended July 31, 2002, 2001 and 2000

<TABLE>
<CAPTION>

                                                           Additional
                                       Common Stock         Paid-in      Retained      Treasury
                                   Shares      Amount       Capital      Earnings       Stock
                                 ----------   ---------   -----------   ----------   ----------

<S>                               <C>         <C>         <C>            <C>         <C>
Balances, July 31, 1999             301,581     $ 6,032     2,640,001      142,956     (202,273)

Net income                                -           -             -      440,010            -

Purchase of Company
   stock                                  -           -             -            -       (7,840)
                                 ----------   ---------   -----------   ----------   ----------

Balances, July 31, 2000             301,581       6,032     2,640,001      582,966     (210,113)

Net income                                -           -             -      522,121            -

Purchase of Company
   stock                                  -           -             -            -       (5,022)
                                 ----------   ---------   -----------   ----------   ----------

Balances, July 31, 2001             301,581       6,032     2,640,001    1,105,087     (215,135)

Net income                                                                559,448

Purchase of Company
   stock                                                                               (13,775)

Issuance of common
   stock upon exercise
   of related options                12,000         240        58,260
                                 ----------   ---------   -----------   ----------   ----------

Balances, July 31, 2002             313,581     $ 6,272     2,698,261    1,664,535     (228,910)
                                 ==========   =========   ===========   ==========   ==========
</TABLE>
See accompanying notes to financial statements


                                       F-5
<PAGE>


                               TNR TECHNICAL, INC.

                            Statements of Cash Flows

                    Years ended July 31, 2002, 2001 and 2000


<TABLE>
<CAPTION>

                                                                  2002         2001          2000
                                                              -----------   ----------    ----------
<S>                                                             <C>         <C>           <C>
Cash flows from operating activities:
   Net income                                                   $ 559,448      522,121       440,010
   Adjustments to reconcile net income to net cash
      provided by operations:
         Deferred income taxes                                      4,000       (2,000)      (13,000)
         Depreciation and amortization                             40,252       35,522        37,186
         Provision for doubtful accounts                            8,400        8,400         8,400
         Investment gains, net                                    (61,769)           -             -
         Loss on disposition of fixed assets                        7,044        1,814        22,927
         Changes in operating assets and liabilities:
           Accounts receivable                                     69,901       (1,630)       22,511
           Inventories                                            158,521      (11,408)     (177,622)
           Prepaid expenses and other assets                       (5,590)        (862)       (2,982)
           Accounts payable and accrued expenses                  (87,515)     (65,029)      183,979
           Deposits                                                     -        4,175        (6,020)
           Income taxes receivable/payable                        (59,872)     (98,128)       25,000
                                                              -----------   ----------    ----------

             Net cash provided by operating activities            632,820      392,975       540,389
                                                              -----------   ----------    ----------

Cash flows from investing activities:
     Purchase of property and equipment                            (5,620)     (85,320)      (20,850)
     Purchase of investments and accrued interest              (1,689,050)           -             -
                                                              -----------   ----------    ----------

             Net cash used in investing activities             (1,694,670)     (85,320)      (20,850)
                                                              -----------   ----------    ----------
</TABLE>
See accompanying notes to financial statements


                                       F-6
<PAGE>


                               TNR TECHNICAL, INC.

                            Statements of Cash Flows

                    Years ended July 31, 2002, 2001 and 2000


<TABLE>
<CAPTION>

                                                                 2002          2001           2000
                                                            -------------  ------------   -----------
<S>                                                         <C>               <C>           <C>
Cash flows from financing activities:
         Purchase of treasury stock                         $    (13,775)        (5,022)       (7,840)
         Issuance of common stock                                 58,500              -             -
         Principal payments on note payable                            -         (5,390)      (12,249)
                                                            ------------------------------------------

             Net cash used in financing activities                44,725        (10,412)      (20,089)
                                                            ------------------------------------------

             Increase (decrease) in cash and cash
               equivalents                                    (1,017,125)       297,243       499,450

Cash and cash equivalents - beginning of year                  1,871,854      1,574,611     1,075,161
                                                            ------------------------------------------

Cash and cash equivalents - end of year                     $    854,729      1,871,854     1,574,611
                                                            ==========================================

Supplemental disclosures of cash flow information:
         Cash paid during the year for interest             $          -             82           938
                                                            ==========================================

         Cash paid during the year for income taxes         $    387,000        410,466       279,000
                                                            ==========================================
</TABLE>
See accompanying notes to financial statements



                                       F-7
<PAGE>

                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 2002 and 2001

(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)      Investments

                  Management determines the appropriate classification of
                  investments at the time of acquisition and reevaluates such
                  determination at each balance sheet date. Trading securities
                  are carried at fair value, with unrealized holding gains and
                  losses included in earnings. Available-for-sale securities are
                  carried at fair value, with unrealized holding gains and
                  losses, net of tax reported as a separate component of
                  stockholders' equity. Investments in equity securities and
                  limited partnerships that do not have readily determinable
                  fair values are stated at cost and are categorized as other
                  investments. Realized gains and losses are determined using
                  the specific identification method based on the trade date of
                  a transaction. Interest on corporate obligations, as well as
                  dividends on preferred stock, are accrued at the balance sheet
                  date.

         (c)      Inventories

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

         (d)      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.

         (e)      Research and Development Costs

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

                                                                     (Continued)


                                       F-8
<PAGE>


                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 2002 and 2001

(1)      Summary of Significant Policies - Continued

         (f)      Revenue Recognition

                  The Company, consistent with the practice of most entities
                  operating in the battery distribution business, recognizes
                  revenue upon shipment of battery products from its warehouse
                  facilities. The Company's customers take title to the products
                  at the time of shipment and bear the cost of freight. There is
                  no continuing performance obligation by the Company subsequent
                  to shipment of product.

         (g)      Advertising Costs

                  Advertising expenditures relating to product distribution and
                  marketing efforts consisting primarily of product presentation
                  material, catalog preparation, printing and postage expenses
                  are expensed as incurred.

         (h)      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.

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

                  The carrying amount reported in the balance sheet approximates
                  fair value for cash, investments, accounts receivable,
                  accounts payable and accrued expenses. Financial instruments,
                  which potentially subject the Company to concentrations of
                  credit risk, consist principally of trade accounts receivable
                  which amount to approximately $580,000. 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 $500,000 and $1,200,000 at July 31,
                  2002 and 2001, respectively.

                                                                     (Continued)


                                       F-9
<PAGE>


                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 2002 and 2001

(1)      Summary of Significant Policies - Continued

         (j)      Stock-Based Compensation

                  In October 1995, the Financial Accounting Standards Board
                  issued Statements of Financial Accounting Standards No. 123,
                  "Accounting for Stock-Based Compensation" (SFAS 123) which
                  sets forth accounting and disclosure requirements for
                  stock-based compensation arrangements. The new statement
                  encourages but does not require, companies to measure
                  stock-based compensation using a fair value method, rather
                  than the intrinsic value method prescribed by Accounting
                  Principles Board Opinion No. 25 ("APB no. 25".) The Company
                  has adopted disclosure requirements of SFAS 123 and has
                  elected to continue to record stock-based compensation expense
                  using the intrinsic value approach prescribed by APB No. 25.
                  Accordingly, the Company computes compensation cost for each
                  employee stock option granted as the amount by which the
                  quoted market price of the Company's common stock on the date
                  of grant exceeds the amount the employee must pay to acquire
                  the stock. The amount of compensation cost, if any, will be
                  charged to operations over the vesting period. SFAS 123
                  requires companies electing to continue using the intrinsic
                  value method to make certain pro forma disclosures (see note
                  5).

         (k)      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.

         (l)      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.

                                                                     (Continued)


                                      F-10
<PAGE>


                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 2002 and 2001

(1)      Summary of Significant Policies - Continued

         (m)      Earnings Per Common Share

                  Basic 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 are included in the
                  calculation of diluted earnings per share information.

         (n)      Reclassifications

                  Certain amounts from 2001 and 2000 have been reclassified to
                  conform with the 2002 presentation.

(2)      Inventories

         Inventories consist of the following:

                                                            2002          2001
                                                            ----          ----

          Finished goods                                  $1,058,683   1,213,541

          Work-in-process                                     33,869      37,532
                                                          ----------  ----------

                                                          $1,092,552   1,251,073
                                                          ==========  ==========


(3)      Property and Equipment

         Property and equipment consists of the following:

                                                             2001         2000
                                                             ----         ----

          Machinery and equipment                         $  209,355     251,854
          Leasehold improvements                              20,347      20,347
                                                          ----------  ----------

                                                             229,702     272,201
          Less accumulated depreciation and amortization     114,500     115,323
                                                          ----------  ----------

                                                          $  115,202     156,878
                                                          ==========  ==========


                                      F-11
<PAGE>

                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 2001 and 2000

(4)      Investments

         Investments held by the Company are classified as trading securities
         and consist of certain government and corporate fixed income
         securities.

         Unrealized gains and losses associated with trading securities are
         included in earnings on a current basis. The Company determines cost on
         the specific identification basis. The following table summarizes the
         Company's investments at July 31, 2002.

                                              Fair                    Unrealized
                                              Value        Cost         Gains
                                          ------------  -----------   ----------

           U.S. Government notes          $  1,677,611    1,616,422       61,189
           Corporate fixed income bonds         50,580       50,000          580
           Accrued interest                     22,628       22,628
                                                                               -
                                          ------------  -----------   ----------

                                          $  1,750,819    1,689,050       61,769
                                          ============  ===========   ==========


(5)      Stock Option Plans

         In November 1992, the Board of Directors approved an Incentive and
         Non-Qualified Stock Option Plan (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 (the fair market value
         of the underlying stock at the date of grant) to three of its officers
         and directors. The options are exercisable for a ten-year period
         expiring in December 2006. In December 1998, the Company granted
         additional stock options to purchase 7,000 shares at an exercise price
         of $5.00 per share (the fair market value of the underlying stock at
         the date of grant) to three of its directors. The options are
         exercisable through December 2008.

                                                                     (Continued)


                                      F-12
<PAGE>


                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 2002 and 2001

(5)      Stock Option Plans (Continued)

         The 1998 Incentive and Non-Qualified Stock Option Plan, (the "1998
         Plan"), was approved by the Board of Directors effective December 15,
         1998 subject to stockholder approval within 12 months. The 1998 Plan
         covers 30,000 shares of Common Stock, subject to adjustment of shares
         under the anti-dilution provisions of the 1998 Plan. The 1998 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 1998 Plan include 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 1998 Plan also provides that no options may be granted
         after December 15, 2008. Except for the foregoing, the 1998 Plan is
         identical to the 1992 Plan. As of July 31, 2002, no options have been
         granted under the 1998 Plan.

         Options granted and issued by the Company consist of the following:

                                               Number     Weighted Average Price
                                               ------     ----------------------

        Balance outstanding, August 1, 1997       30,000  $       3.25
                 Options granted                       -             -
                 Options expired                       -             -
                                              ----------  --------------------
        Balance outstanding, July 31, 1998        30,000          3.25
                 Options granted                   7,000          5.00
                 Options expired                       -             -
                                              ----------  --------------------
        Balance outstanding, July 31, 1999        37,000          3.58
                 Options granted                       -             -
                 Options expired                       -             -
                                              ----------  --------------------
        Balance outstanding, July 31, 2000        37,000          3.58
                                              ----------  --------------------
                 Options granted                       -             -
                 Options expired                       -             -
                                              ----------  --------------------
        Balance outstanding, July 31, 2001        37,000          3.58

                 Options granted                  23,000          6.80
                 Options exercised               (12,000)         3.54
                                              ----------  --------------------
                                                  48,000  $       5.13
                                              ==========  ====================

                                                                     (Continued)


                                      F-13
<PAGE>

                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 2002 and 2001


(5)      Stock Option Plans (Continued)

         Information relating to options at July 31, 2002, summarized by
         exercise price, is as follows:

                  Outstanding and Exercisable              Weighted Average
                  ---------------------------              ----------------
            Exercise Price      Equivalent Shares     Exercise Price       Year
            --------------      -----------------     --------------       ----

                $  3.25               20,000               3.25            4.5
                   5.00                5,000               5.00            6.5
                   6.80               23,000               6.80            9.3
                                      ------
                                      48,000               5.13            7.0
                                      ======

         The Company continues to account for stock-based compensation using the
         intrinsic value method prescribed by Accounting Principles Board
         Opinion No. 25 under which no compensation cost for stock options is
         recognized for stock option awards granted at or above fair market
         value.

         Had compensation expense been determined based upon fair values at the
         grant date for the award of options as described herein in accordance
         with SFAS No. 123, "Accounting for Stock-Base Compensation," the
         Company's net earnings and earnings per share would not be materially
         changed from the amounts as reported in the accompanying financial
         statements. The computation of the effect on net earnings and earnings
         per share with respect to outstanding options in accordance with SFAS
         123 was calculated using the Black-Scholes option-pricing model which
         included the following significant assumptions:

                 Risk-free interest rate                                  5.25%
                 Expected volatility                                     10.00%
                 Expected dividend yield                                  0.00%
                 Expected life                                         10 years

         The weighted average fair value at the date of grant of the remaining
         options granted during 1999 and the options granted in 2002
         approximated $2.12 per option.

         Accordingly, management has not presented the pro forma effects of the
         application of SFAS No. 123 herein with respect to net earnings and
         earnings per share for the years ended July 31, 2002, 2001 and 2000.



                                      F-14
<PAGE>


                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 2002 and 2001

(6)      Income Taxes

         The income tax provision for the years ended July 31, 2002, 2001 and
         2000 consists of the following:

                                              2002           2001        2000
                                              ----           ----        ----

               Current:
                    Federal                 $273,500       259,338      246,000
                    State                     62,346        53,000       58,000
                                            --------     ---------    ---------

                                             335,846       312,338      304,000
                                            --------     ---------    ---------



               Deferred:
                    Federal                    3,500        (1,600)     (11,000)
                    State                        500          (400)     ( 2,000)
                                            --------     ---------    ---------

                                               4,000        (2,000)     (13,000)
                                            --------     ---------    ---------

                        Total               $339,846       310,338      291,000
                                            ========     =========    =========

         Income tax expense 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:

                                                 2002          2001       2000
                                                 ----          ----       ----

      Computed "expected" tax expense          $305,000      283,000     249,000
      Increase (reduction) in income tax
          expense resulting from:
             State income taxes, net of
               federal income tax benefit        47,000       44,000     37,000
             Overaccrual of income tax
                liability in prior year          (9,500)     (14,000)         -
             Adjustment to deferred tax assets
                to reflect current effective
                tax rates and other              (2,654)      (2,662)     5,000
                                               --------      -------    -------

                                               $339,846      310,338    291,000
                                               ========      =======    =======

                                                                     (Continued)


                                      F-15
<PAGE>

                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 2002 and 2001

(6)      Income Taxes - Continued

         The tax effects of temporary differences that give rise to significant
         portions of the deferred tax assets at July 31, 2002 and 2001 are
         presented below:

                                                              2002         2001
                                                              ----         ----

        Deferred tax assets:
           Inventories, principally due to additional costs
             inventoried for tax purposes                     $ 39,000    42,000
           Accounts receivable, due to allowance for
             uncollectible accounts                              7,000     8,000
                                                              --------   -------

                                                                46,000    50,000
        Less valuation allowance                                     -         -
                                                              --------   -------

                  Total                                       $ 46,000    50,000
                                                              ========   =======

         Deferred taxes are presented in the
            accompanying balance sheets as:

                                                              2002        2001
                                                              ----        ----

           Current deferred tax assets                       $ 46,000    50,000
           Noncurrent deferred tax assets                           -         -
                                                             --------   -------

                                                             $ 46,000    50,000
                                                             ========   =======

         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 the 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, 2002 and 2001.


                                      F-16
<PAGE>


                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 2002 and 2001


(7)      Lease Commitments

         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. The Company
         also leases warehouse and distribution facilities in California from an
         unrelated party under a three-year operating lease agreement. Future
         minimum rental payments associated with these operating lease
         obligations are indicated below:

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

                         2003                            133,232
                         2004                             85,960
                         2005                             91,117
                         2006                             74,526


         Total lease and rental expense amounted to $145,206, $148,499, and
         $111,330 in 2002, 2001, and 2000, respectively. In 2002, 2001 and 2000
         lease expense associated with related parties amounted approximately to
         $86,000, $84,000 and $81,000, respectively.

(8)      Sales to Major Customers

         During the years ended July 31, 2002, 2001 and 2000 no customer
         accounted for more than 10% of total revenues.

(9)      Supplementary Information

                                                2002          2001        2000
                                                ----          ----        ----

         Advertising costs                    $24,722       28,766      29,184
         Provision for doubtful accounts        8,400        8,400       8,400

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


                                      F-17
<PAGE>



                               TNR TECHNICAL, INC.

                          Notes to Financial Statements

                             July 31, 2002 and 2001


(10)     Non-Operating Revenue (Expense)

         Other non-operating revenue (expense), net, for the years ended July
         31, 2002, 2001 and 2000, is comprised of the following:

                                                     2002       2001     2000
                                                     ----       ----     ----

        Loss on disposition of fixed assets       $ (7,044)   (1,814)   (22,927)
        Miscellaneous income (primarily customer
             reimbursed freight costs)                  -      4,826     11,200
                                                  --------   -------    -------

                                                  $ (7,044)    3,012    (11,727)
                                                  ========   =======    =======


(11)     Selected Financial Data (Unaudited)

         The following is a summary of the quarterly results of operations for
         the years ended July 31, 2002 and 2001, respectively:

<TABLE>
<CAPTION>

                                     Quarter ended   Quarter ended    Quarter ended     Quarter ended     Year ended
                                      October 31,     January 31,       April 30,         July 31,         July 31,
                                      -----------     -----------       ---------         --------         --------
                  2002
                  ----

<S>                                  <C>               <C>               <C>              <C>              <C>
Net revenues                         $ 2,030,707       1,874,603         1,930,847        2,072,475        7,908,632
Net income from operations               349,596          87,975           195,082          155,959          788,612
Basic earnings per share                    0.88            0.22              0.52             0.53             2.15
Weighted-average number of
   shares issued and outstanding         258,821         258,306           257,421          259,074          260,727

                  2001

Revenues                             $ 2,349,425       1,885,859         1,978,410        1,817,156        8,030,850
Net income from operations               241,470         207,700           210,897           89,682          749,749
Basic earnings per share                    0.61            0.54              0.57             0.30             2.02
Weighted-average number of
   shares issued and outstanding         259,489         259,190           258,880          258,998          259,116
</TABLE>


                                      F-18
<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
----                ---      ------       --------      ----------

Wayne Thaw          45        (1)           1983        Chairman of the Board
                                                        Chief Executive Officer
                                                        President

Jerrold Lazarus     70        (1)           1987        Retired

Norman L. Thaw      69        (1)           1979        President of
                                                        Stride Rite
                                                        Stables, Inc.,
                                                        Private Investor

Kathie Thaw         47       (1)            1996        Vice-President

Mitchell Thaw       46       (1)            1998        Co-Manager - Hedge Fund

                                                        Vice President and
Patrick Hoscoe      39       (1)            1998        Operations Manager
                                                        of the Company's West
                                                        Coast Division
---------
(1)      Directors are elected at the annual meeting of stockholders and hold
         office until the following annual meeting.

         Wayne Thaw is Chairman of the Board, Chief Executive Officer, Chief
Financial Officer and President of the Company. Kathie Thaw and Patrick Hoscoe
each serve as a Vice President of the Company. Kathie Thaw also serves as
Secretary and Treasurer of the Company. The terms of all officers expire at the
annual meeting of directors following the annual stockholders meeting. Officers
serve at the pleasure of the Board and 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.


                                       12
<PAGE>

         Wayne Thaw has served as Chairman of the Board and Chief Executive
officer since December 2000 and President and Chief Operating Officer of the
Company since November 1987. Mr. Thaw has been a full-time employee since 1980.

         Jerrold Lazarus has served as a director of the Company since October
1987. Mr. Lazarus was a full time employee and Chairman of the Board and Chief
Executive Officer of the Company between October 1987 and January 2001. Since
Mr. Lazarus retired from serving as an executive officer of the Company in
January 2001, he has not been affiliated with another company.

         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 thoroughbred racing and breeding farm in South
Florida.

         Kathie Thaw has been Vice-President and a director of the Company since
December 1996 and his served as a consultant to the President over the past five
years. Since December 2000, she has also served as Secretary and Treasurer of
the Company.

         Mitchell Thaw has been director of the Company since December 1998. Mr.
Thaw is currently a co-manager of a hedge fund. From November 2000 until
September 2001, he was Executive Vice President of KBC Securities, an
international securities firm that traded derivatives stock options such as
convertible bonds and Japanese warrants. From May 2000 to October 2000, he acted
as a professional trader for his own account. From April 1999 through May 2000,
Mr. Thaw served as a Director of Institutional Options at Schroder & Co., Inc.
From 1988 through April 1998, Mr. Thaw was an executive for UBS Securities.
Between April 1998 and March 1999, Mr. Thaw was not associated with any firms.

         Patrick Hoscoe has been Vice President and a director of the Company
since 1998. Mr. Hoscoe also serves as Operations Manager of the Company's West
Coast operations. Mr. Hoscoe has 18 years experience in the battery industry and
worked for House of Batteries for the past five years prior to joining the
Company in 1997.

Family Relationships

         Norman L. Thaw is the father of Wayne Thaw and Mitchell Thaw. Wayne
Thaw and Kathie Thaw are married.


                                       13
<PAGE>


Lack of Committees

         The Company has no standing audit, nominating and compensation
committees of the Board of Directors or committees performing similar functions.
The Company does not currently have an Audit Committee of its Board of Directors
or independent directors to form an Audit Committee. It is the intention of the
Board of Directors to use its best efforts to obtain two qualified persons to
serve as independent board members on a newly formed Audit Committee.
Independent director is defined in Rule 4200(a)(14) of the NASD's Listing
Standards to mean a person other than an officer or employee of the Company or
its subsidiaries or any other individual having a relationship which, in the
opinion of the Company's Board of Directors, would interfere with the exercise
of independent judgment in carrying out the responsibilities of a director. The
following persons should not be considered independent:

o        A director who is employed by the Company or any of its affiliates for
         the current year or any of the past three years;
o        A director who accepts any compensation from the Company or any of its
         affiliates in excess of $60,000 during the previous fiscal year other
         than compensation for Board service, benefits under a tax qualified
         retirement plan, or non discretionary compensation;
o        A director who is a member of the immediate family of an individual who
         is, or has been in any of the past three years, employed by the Company
         or any of its affiliates as an executive officer. Immediate family
         includes a person's spouse, parents, children, siblings, mother-in-law,
         father-in-law, sister-in-law, brother-in-law, son-in-law,
         daughter-in-law, and anyone who resides in such person's home;
o        A director who is a partner in, or a controlling shareholder or an
         executive officer of, any for-profit business organization to which the
         Company made, or from which the Company received, payments (other than
         those arising solely from investments in the Company's securities) that
         exceed 5% of the Company's or business organizations consolidated gross
         revenues for that year, or $200,000, whichever is more, in any of the
         past three years;
o        A director who is employed as an executive of another entity where any
         of the Company's executives serve on that entity's compensation
         committee.

         If successful, the Board would likely expand the number of directors to
eight and to fill the vacancies with the two independent persons selected by the
Board. No assurances can be given that the Board's efforts to select two persons
to serve as independent directors and on the proposed Audit Committee will be
successful. In the event an Audit Committee is established, its first
responsibility would be to adopt a written charter. Such charter would be
expected to include, among other things:

o        annually reviewing and reassessing the adequacy of the committee's
         formal charter;

o        reviewing the annual audited financial statements with the Company's
         management and its independent auditors and the adequacy of its
         internal accounting controls;

o        reviewing analyses prepared by the Company's management and independent
         auditors concerning significant financial reporting issues and
         judgments made in connection with the preparation of its financial
         statements;


                                       14
<PAGE>


o        being directly responsible for the appointment, compensation and
         oversight of the independent auditor, which shall report directly to
         the Audit Committee, including resolution of disagreements between
         management and the auditors regarding financial reporting for the
         purpose of preparing or issuing an audit report or related work;

o        reviewing the independence of the independent auditors;

o        reviewing the Company's auditing and accounting principles and
         practices with the independent auditors and reviewing major changes to
         its auditing and accounting principles and practices as suggested by
         the independent auditor or its management;

o        reviewing all related party transactions on an ongoing basis for
         potential conflict of interest situations; and

o        all responsibilities given to the Audit Committee by virtue of the
         Sarbanes-Oxley Act of 2002, which was signed into law by President
         George W. Bush on July 30, 2002.


                                       15
<PAGE>


Item 11.  Compensation of Directors and Executive Officers.

         The following table provides a three-year summary compensation table
with respect to the Company's Chief Executive Officer and any executive officers
earning salaries and bonuses of $100,000 or more during fiscal 2002. 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.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

====================================================================================================================================
                                                                                         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         Payout        Sation
  Position             Year      Salary ($)      Bonus ($)       ($)(1)          ($)          Options        ($)           ($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>        <C>            <C>               <C>            <C>          <C>            <C>           <C>
                      2002       125,008        54,164            0              0            23,000         0              0
 Wayne Thaw,
 CEO, President       2001       123,677        42,404            0              0              0            0              0
                     ---------------------------------------------------------------------------------------------------------------
                      2000       112,288        38,400            0              0              0            0              0
------------------------------------------------------------------------------------------------------------------------------------
 Patrick Hoscoe,      2002        85,670        26,000            0              0              0            0              0
 Vice President      ---------------------------------------------------------------------------------------------------------------
                      2001        82,201        24,147            0              0              0            0              0
                     ---------------------------------------------------------------------------------------------------------------
                      2000        73,724        22,717            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.


                                       16
<PAGE>


         The Company has no employment contracts with its executive officers.
Wayne Thaw is currently receiving an annual salary and bonuses of approximately
$180,000 plus such increases as determined by the Board of Directors. The
Company also pays for the cost of gasoline, repairs and insurance related to an
automobile purchased by the Company in December 2000 for Mr. Wayne Thaw's use.
Patrick Hoscoe currently receives an annual salary and bonuses of approximately
$112,000 plus such increases as determined by the Company's Board of Directors.

         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 leases its employees from a non-affiliated company which
has established a 401(k) plan pursuant to which the Company matches employees'
contributions of an amount equal to $.50 per employee's contributed dollar up to
a maximum matching contribution of six percent of the income of each respective
employee. The Company has no other annuity, pension, or retirement benefits for
its employees. Except as described herein, 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 Plans

         The 1992 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). In December 1998, the Company granted
ten year non-statutory stock options to purchase 7,000 shares at an exercise
price of $5.00 per share to Jerrold Lazarus (2,000 shares), Wayne Thaw (3,000
shares) and Patrick Hoscoe (2,000 shares). In December 2001, the Company granted
Wayne Thaw 10-year Non-Statutory Stock Options to purchase 23,000 shares of the
Company's Common Stock at an exercise price of $6.80 per share. In April 2002,
Jerrold Lazarus exercised his options to purchase 12,000 shares. Accordingly,
all 60,000 options have been granted under the 1992 Plan with 48,000 options
remaining outstanding and 12,000 options have been exercised.


                                       17
<PAGE>

         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.

         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.

         The 1998 Plan

         The 1998 Incentive and Non-Qualified Stock Option Plan, (the "1998
Plan"), was approved by the Board of Directors effective December 15, 1998
subject to stockholder approval within 12 months. The 1998 Plan covers 30,000
shares of Common Stock, subject to adjustment of shares under the anti-dilution
provisions of the 1998 Plan. The 1998 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 1998 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 1998 Plan also provides
that no options may be granted after December 15, 2008. Except for the
foregoing, the 1998 Plan is identical to the 1992 Plan. As of October 3, 2002,
no options have been granted under the 1998 Plan.


                                       18
<PAGE>

                               OPTION GRANTS TABLE

         The information provided in the table below provides information with
respect to individual grants of stock options during fiscal 2002 of each of the
executive officers named in the summary compensation table above. The Company
did not grant any stock appreciation rights during 2002.

                        Option Grants in Last Fiscal Year
                        ---------------------------------
<TABLE>
<CAPTION>
====================================================================================================================================
                                                                                                               Potential
                                      Individual Grants                                                   Realizable Value at
                                                                                                             Assumed Annual
                                                                                                   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%($)
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                <C>           <C>           <C>            <C>                 <C>
Wayne Thaw                   23,000             100           6.80          12/3/11         98,440              249,320
------------------------------------------------------------------------------------------------------------------------------------
Patrick Hoscoe                 0                0             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.


                                       19
<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 2002 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-         36,000/0            102,100/0
--------------------------------------------------------------------------------

Patrick Hoscoe       -0-           -0-          2,000/0             7,000/0
--------------------------------------------------------------------------------

(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 $8.50 per share determined as of the close of business on July 10,
         2002, the last trade before the end of our fiscal year on July 31,
         2002.

Report of the Board of Directors on Executive Compensation

         During fiscal 2002, the entire Board which consists of Norman Thaw,
Jerrold Lazarus, Wayne Thaw, Kathie Thaw, Mitchell Thaw and Patrick Hoscoe,
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.

                                    Wayne Thaw -Chairman
                                    Jerrold Lazarus
                                    Norman Thaw
                                    Kathie Thaw
                                    Mitchell Thaw
                                    Patrick Hoscoe


                                       20
<PAGE>


Compensation Committee Interlocks and Insider Participation

         During fiscal 2002, Wayne Thaw, Kathie Thaw and Patrick Hoscoe,
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 October 3, 2002, the Company had outstanding 270,817 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 Address of           Number of        Approximate
Title of Class       Beneficial Owner (1)           Shares            Percent
--------------------------------------------------------------------------------

Common Stock        Wayne Thaw (3)(8)               87,592             29.8
-------------------------------------------------------------------------------

Common Stock        Norman L. Thaw (2)(8)           55,228             20.4
-------------------------------------------------------------------------------

Common Stock        Jerrold Lazarus (5)                141                *
-------------------------------------------------------------------------------

Common Stock        Kathie Thaw (4)(8)              10,000              3.6
-------------------------------------------------------------------------------

Common Stock        Patrick Hoscoe (6)               2,000                *
-------------------------------------------------------------------------------

Common Stock        Mitchell A. Thaw (8)            33,525             12.4
-------------------------------------------------------------------------------

Common Stock        All Directors and
                    Officers as a group
                    (six persons) (7)              188,486             59.1
--------------------------------------------------------------------------------

--------------
*        Less than one percent of the outstanding shares of Common Stock.

(1)      All shares are directly owned, and the sole investment and voting power
         is held, by the persons named. The address for all officers and
         directors is 301 Central Park Drive, Sanford, Florida 32771.

(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)      Includes options to purchase 36,000 shares.


                                       21
<PAGE>

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

(5)      Includes options to purchase 12,000 shares.

(6)      Includes options to purchase 2,000 shares.

(7)      Includes options to purchase 48,000 shares granted to officers and
         directors.

(8)      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 Mitchell 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.

Item 13. Certain Relationships and Related Transactions.

         See Item 2 regarding the description of lease between the Company and a
RKW Holding Ltd. ("RKW"), a Florida Limited Partnership, controlled by Wayne
Thaw. In fiscal 2002, 2001, 2000 and 1999, $82,345, $78,424, $74,690 and
$71,133, respectively, were paid by the Company to RKW, which amount is expected
to increase by approximately 5% for fiscal 2003. The foregoing amounts paid to
RKW do not include insurance reimbursement of approximately $2,000 per year and
property taxes paid of approximately $7,700 per year.

Item 14. Controls and Procedures

         (a) Item 307(a) of Regulation SK is effective for registrants reporting
on periods ending after August 29, 2002. Accordingly, this item is not
applicable in the report.

         (b) While the evaluation required by Item 307(a) is not required to
have been performed within 90 days of the filing of this report on Form 10-K, at
this time, there have been no significant changes in the registrant's internal
controls or in other factors that could significantly affect these controls and
there have not been any corrective actions with regard to significant
deficiencies and material weaknesses.

Item 15. 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.


                                       22
<PAGE>

         (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

             99       1998 Incentive and Non-Statutory Stock Option Plan (4)

-------------
(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.

(4)      Incorporated by reference to Form 10-K for the fiscal year ended July
         31, 1999.

         (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, 2002.


                                       23
<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/ Wayne Thaw
                                           ------------------------------------
                                            Wayne Thaw, Chief Executive Officer

Dated:  Sanford, Florida
October 18, 2002

         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 18, 2002
----------------------
    Norman L. Thaw

/s/ Jerrold Lazarus                 Director                  October 18, 2002
-----------------------
    Jerrold Lazarus

/s/ Wayne Thaw                      Chairman of the           October 18, 2002
---------------------               Board, Chief
    Wayne Thaw                      Executive Officer
                                    President,
                                    Chief Financial
                                    and Accounting
                                    Officer


/s/ Kathie Thaw                     Vice President,           October 18, 2002
-----------------------             Treasurer,
    Kathie Thaw                     Secretary
                                    and Director


/s/ Mitchell Thaw                   Director                  October 18, 2002
----------------------
    Mitchell Thaw

/s/ Patrick Hoscoe                  Vice President            October 18, 2002
--------------------                and Director
    Patrick Hoscoe

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


                                       24
<PAGE>

                                  CERTIFICATION

         I, Wayne Thaw, Chief Executive Officer and Chief Financial Officer of
the Registrant, certify that:

         1. I have reviewed this annual report on Form 10-K of TNR
Technical, Inc.;

         2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;


Date:  October 18, 2002             /s/ Wayne Thaw
                                    --------------------------------------------
                                        Wayne Thaw, Chief Executive Officer
                                        and Chief Financial Officer



                                       25