<PAGE>

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                  U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM 10-K/A1

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the Fiscal Year ended: DECEMBER 31, 1998

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
         EXCHANGE ACT OF 1934

                         Commission file number: 0-25602

                                TECH SQUARED INC.
             (Exact name of registrant as specified in its charter)

             MINNESOTA                                  41-1591872
     (State of Incorporation)              (I.R.S. Employer Identification No.)

                              5198 WEST 76TH STREET
                             EDINA, MINNESOTA 55439
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (612) 832-5622

        Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR
VALUE

         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 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. [ ]

         As of April 23, 1999, 12,102,950 shares of Common Stock of the 
Company were outstanding, and the aggregate market value of the Common Stock 
of the Company as of that date (based upon the closing bid price of the 
Common Stock at that date on the OTC Bulletin Board quotation system), 
excluding outstanding shares beneficially owned by affiliates, was 
approximately $21,241,234.

<PAGE>

         This Form 10-K/A1 is filed to amend items 10, 11, 12 and 13. The 
remaining items of the Form 10-K previously filed are not amended hereby.

                                    PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
            COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth certain information about each of the 
Company's directors and executive officers:

<TABLE>
<CAPTION>

NAMES OF DIRECTORS, OFFICERS       AGE         PRINCIPAL OCCUPATION                DIRECTOR SINCE
----------------------------       ---         --------------------                --------------
<S>                                <C>         <C>                                 <C>
Joel A. Ronning                     42         Chairman of the Board                    1995
Charles E. Reese, Jr.               45         President, Chief Executive               1996
                                               Officer and Chief Operating
                                               Officer
Jeffrey F. Martin                   43         Chief Financial Officer                  N/A
Richard J. Runbeck                  53         Director                                 1996
Perry W. Steiner                    33         Director                                 1998

</TABLE>

         JOEL A. RONNING has been Chairman of the Company's Board of 
Directors since May 1995. From May 1995 to July 1998, Mr. Ronning served as 
the Chief Executive Officer of the Company. From May 1995 to September 1996, 
Mr. Ronning also served as the Company's President. From July 1996 to July 
1998, Mr. Ronning also served as the Company's Chief Financial Officer. Mr. 
Ronning is the founder of MacUSA, Inc. ("MacUSA"), a wholly-owned subsidiary 
of the Company, and has served as a member of the MacUSA Board of Directors 
since April 1990. From April 1990 to July 1998, Mr. Ronning also served as 
the Chief Executive Officer of MacUSA, Inc. Mr. Ronning is also the Chief 
Executive Officer and a director of Digital River, Inc., a Minneapolis, 
Minnesota-based company specializing in electronic software distribution, in 
which the Company holds a 15.3% beneficial ownership interest as of April 23, 
1999. Mr. Ronning also serves as a director of the Software Publishers 
Association and JASC, Inc.

         CHARLES E. REESE, JR. has served as a director of the Company since 
June 1996, has served as President and Chief Operating Officer of the Company 
since September 1996 and has served as Chief Executive Officer of the Company 
since February 1999. Mr. Reese is also a member of the Board of Directors of 
Digital River, Inc., a publicly-held Minneapolis, Minnesota-based company 
specializing in electronic software distribution. Mr. Reese is also a member 
of the Board of directors of MacUSA, Inc., a wholly-owned subsidiary of the 
Company. From April 1995 to August 1996, he was Vice President of Sales and 
Marketing of The Weidt Group, a custom software and internet site developer 
based in Minnetonka, Minnesota. Mr. Reese served as Vice President of Sales 
from July 1987 to April 1995 for LaserMaster Technologies, Inc., an Eden 
Prairie, Minnesota based developer, manufacturer and marketer of digital 
color printers and chemical-free filmsetters.

         JEFFREY F. MARTIN has served as Chief Financial Officer and 
Secretary of the Company since November 1998. From March 1996 to October 
1998, Mr. Martin served as a Vice President and Chief Financial Officer of 
Andersen Consulting (Enterprise Group), a management company based in 
Minneapolis, Minnesota. From February 1988 to March 1996, Mr. Martin served 
as a Vice President and Chief Financial Officer of Addco Holding Company, a 
manufacturing and distribution company based in St. Paul, Minnesota.

                                      2
<PAGE>

         RICHARD J. RUNBECK has served as a director of the Company since 
July 1996. Since December 7, 1998, Mr. Runbeck has been a director of MacUSA, 
a wholly-owned subsidiary of the Company. Since October 1985, he has been the 
President of Runbeck & Associates, P.A., an accounting firm located in 
Brooklyn Center, Minnesota. Mr. Runbeck is a member of the Board of Directors 
of Ontrack Data International, Inc., a provider of data recovery services 
based in Eden Prairie, Minnesota.

         PERRY W. STEINER has served as a director of the Company since 
December 1998. Since July 1998, Mr. Steiner has been President of Digital 
River, Inc., a publicly-held, Minneapolis, Minnesota-based company 
specializing in electronic software distribution, and has served as a 
director of Digital River, Inc., since April 1998. From January 1997 to July 
1998, Mr. Steiner served as Vice President of Wasserstein Perella & Co., 
Inc., an investment banking firm, and as Vice President of Wasserstein 
Perella Ventures, Inc., the general partner of Wasserstein Adelson Ventures, 
L.P., a venture capital fund. From June 1993 to December 1996, Mr. Steiner 
was a principal of TCW Capital, a group of leveraged buyout funds managed by 
Trust Company of the West.

SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 - BENEFICIAL OWNERSHIP AND
COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange 
Act") requires executive officers and directors of the Company, and persons 
who beneficially own more than 10 percent of the Company's outstanding shares 
of Common Stock or Preferred Stock, to file initial reports of ownership and 
reports of changes in ownership of securities of the Company with the 
Securities and Exchange Commission. Officers, directors and persons owning 
more than 10 percent of the Company's outstanding Common Stock or Preferred 
Stock are required by Securities and Exchange Commission regulation to 
furnish the Company with copies of all Section 16(a) forms filed. Based 
solely on a review of the copies of such reports and amendments thereto 
furnished to or obtained by the Company or written representations that no 
other reports were required, the Company believes that during the fiscal year 
ended December 31, 1998, the Company's directors, officers and beneficial 
owners of more than 10 percent of the Company's shares of Common Stock or 
Preferred Stock complied with all applicable filing requirements except Joel 
A. Ronning and Richard J. Runbeck each filed late one Statement of Changes in 
Beneficial Ownership and Perry W. Steiner filed late one Initial Statement of 
Beneficial Ownership.

                                      3
<PAGE>

ITEM 11.   EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The following table sets forth certain cash and non-cash 
compensation awarded to or earned during the Company's fiscal years ended 
December 31, 1996, 1997 and 1998 by the Chief Executive Officer and each 
executive officer of the Company who earned or was awarded total compensation 
in excess of $100,000 in the fiscal year ended December 31, 1998.

<TABLE>
<CAPTION>

                                                                                     LONG TERM
                                                ANNUAL COMPENSATION ($)           COMPENSATION (#)
                                          -----------------------------------    ------------------
                                                                 OTHER ANNUAL        SECURITIES           ALL OTHER
NAME AND POSITION             YEAR        SALARY      BONUS      COMPENSATION    UNDERLYING OPTIONS    COMPENSATION ($)
-----------------             ----        ------      -----      ------------    ------------------    ----------------
<S>                           <C>         <C>        <C>         <C>             <C>                   <C>
Joel A. Ronning (1)(2)        1998            16     201,512       4,100(3)            1,000,000          19,600(4)
   Chairman of the Board      1997            16       --         13,250(3)                   --          19,600(4)
                              1996           298       --         13,250(3)                   --           9,800(4)

Charles E. Reese, Jr.         1998       135,000       --             --                      --             --
   President and Chief        1997       132,014       --             --               1,000,000             --
   Operating Officer

Richard J. Apple(5)           1998       126,250       2,219          --                      --             --

</TABLE>
-----------------------
(1)    Prior to July 1998, Mr. Ronning was also Chief Executive Officer and
       Chief Financial Officer of the Company. The Company currently accrues and
       pays Mr. Ronning a nominal monthly amount relating primarily to his
       health insurance and other employee benefits.
(2)    Does not include compensation paid to Mr. Ronning by Digital River, Inc.
(3)    Compensation relates to an automobile owned by the Company and used by
       Mr. Ronning.
(4)    Represents compensation resulting from a loan to Mr. Ronning on which
       interest was payable at an annual rate of 5%, 0% and 0% for 1996, 1997
       and 1998, respectively, which is below the market rate, assumed for
       purposes of determining compensation, to be 10%. Such loan was repaid in
       full in December 1998. See "CERTAIN TRANSACTIONS."
(5)    Mr. Apple was Chief Executive Officer of the Company from July 1998 to
       February 1999. Mr. Apple was employed by the Company in other capacities
       prior to his election as Chief Executive Officer. The compensation shown
       includes compensation received in all capacities.

                                      4
<PAGE>

OPTION GRANTS DURING THE FISCAL YEAR ENDED DECEMBER 31, 1998

         The following table sets forth information with respect to each 
option granted to the executive officers named in the Summary Compensation 
Table during the fiscal year ended December 31, 1998:

<TABLE>
<CAPTION>
                                                                                            Potential Realizable
                                                                                              Value at Assumed
                                                                                            Annual Rates of Stock
                                         Percentage of Total                               Price Appreciation for
                                          Options Granted to                                    Option Term(1)
                            Options           Employees         Exercise    Expiration    ------------------------
         Name               Granted          Fiscal Year          Price        Date            5%          10%
-----------------------    ---------     -------------------    --------    ----------    ----------- ------------
<S>                        <C>           <C>                    <C>         <C>           <C>         <C>
                              (#)               (%)               ($)                          ($)         ($)
Joel A. Ronning(2)         1,000,000             64               1.50        9/1/2004      340,096      771,561
Charles E. Reese              --                 --                 --              --           --           --
Richard J. Apple              --                 --                 --              --           --           --

</TABLE>
--------------------------
(1)      The compounding assumes all options are exercised at the end of their
         six-year term. These amounts represent certain assumed rates of
         appreciation, required to be set forth pursuant to Securities and
         Exchange Commission rules. Actual gains, if any, on stock option
         exercises are dependent on the future performance of the Common Stock,
         overall stock market conditions, and continued employment of the option
         holder through the vesting period. The amounts reflected in this table
         may not necessarily be achieved.
(2)      In April 1995, MacUSA granted to Mr. Ronning, pursuant to the MacUSA,
         Inc. 1995 Stock Option Plan (the "MacUSA Plan"), options to purchase
         1,099,990 shares, 1,370,010 shares and 199,996 shares of Common Stock,
         respectively, at an exercise price of $1.01 per share. The ability to
         exercise some of such options was delayed until 2001, subject to
         acceleration if the Company met certain profitability goals or under
         certain other circumstances. Effective as of January 12, 1998, the
         Company granted to Mr. Ronning, in connection with his cancellation of
         2,470,000 of such options, options to purchase 1,000,000 shares of
         Common Stock at an exercise price of $1.50 per share, exercisable for
         six years commencing on September 1, 1998.

AGGREGATE OPTIONS EXERCISED IN THE FISCAL YEAR ENDED DECEMBER 31, 1998 AND
OPTION VALUES AT DECEMBER 31, 1998

         The following table sets forth certain information regarding options 
to purchase shares of Common Stock exercised during the Company's fiscal year 
ended December 31, 1998, and the number and value of options to purchase 
shares of Common Stock held as of December 31, 1998, by the executive 
officers named in the Summary Compensation Table:

<TABLE>
<CAPTION>
                                                                                          Value of Unexercised
                           Number of                       Number of Options                  In-the-Money
                            Shares                        at December 31, 1998       Options at December 31, 1998(2)
                           Acquired        Value      -----------------------------  -------------------------------
        Name             on Exercise     Realized(1)  Exercisable    Unexercisable   Exercisable       Unexercisable
---------------------   ---------------  ----------   -----------    -------------   -----------       -------------
<S>                     <C>              <C>          <C>            <C>             <C>               <C>
                             (#)            ($)          (#)               (#)           ($)                 ($)
Joel A. Ronning               --            --         1,199,996               0      1,897,992                   0
Charles E. Reese              --            --           675,000         375,000      1,518,750             843,750
Richard J. Apple            50,000        112,500        175,000         775,000        393,750           1,743,750

</TABLE>
--------------------------
(1)    Value Realized is the difference between the closing price per share on
       the date of exercise, and the option price per share, multiplied by the
       number of shares acquired upon exercise of the option.
(2)    Value of Unexercised In-the-Money Options is the difference between the
       closing price per share of $3.00 at December 31, 1998, and the exercise
       price per share multiplied by the number of shares subject to options.


DIRECTOR COMPENSATION

         Upon initial election to the Board of Directors, each non-employee 
director automatically receives an option to purchase 50,000 shares of Common 
Stock under the Tech Squared Inc. 1995 Non-

                                      5
<PAGE>

Employee Director Option Plan (the "Director Plan"). The Director Plan was 
amended in December 1998 to allow the Board of Directors to vary the number 
of Shares issuable upon exercise of the option granted to each new director 
and to vary other terms of such options. Options granted under the Director 
Plan, unless otherwise detained by the Board of Directors, have an exercise 
price equal to the fair market value of one share of Common Stock on the date 
of grant. Unless otherwise determined by the Board of Directors, the options 
become exercisable in three equal installments on each of the date of initial 
election to the Board of Directors and the first two anniversaries of the 
date of such election. Options vest and become exercisable only if the 
director is a member of the Board of the Directors on the vesting date. 
Options granted under the Director Plan expire seven years from the date of 
grant. Upon his election as a director of the Company in June 1996, Mr. Reese 
was granted an option to purchase 50,000 shares under the Director Plan. All 
of such options have vested. Upon his election as a director of the Company 
in July 1996, Mr. Runbeck was granted an option to purchase 50,000 shares 
under the Director Plan, all of such options have vested. Additionally, in 
December 1998, Mr. Runbeck was granted an option to purchase an additional 
50,000 shares under the Director Plan at an exercise price of $2.25 per 
share. Such options vested immediately upon grant. Upon his election as a 
director of the Company in December 1998, Mr. Steiner was granted an option 
to purchase 60,000 shares under the Director Plan at an exercise price of 
$2.25 per share. Such option vested immediately upon grant.

         The Company generally reimburses non-employee directors for 
out-of-pocket expenses incurred to attend the Board of Directors meetings. 
The Company does not pay director fees to members of the Board of Directors 
who are full-time employees of the Company and does not reimburse such 
persons for out-of-pocket expenses in connection with attending Board of 
Director meetings.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

         INTRODUCTION. During the fiscal year ended December 31, 1998, the 
Board of Directors was responsible for matters relating to the compensation 
of the Company's executive officers named in the Summary Compensation Table, 
namely Joel A. Ronning, the Company's Chairman of the Board, Charles E. 
Reese, Jr., the Company's President, Chief Executive Officer and Chief 
Operating Officer, and Richard J. Apple who served as Chief Executive 
Officer, from July 1998, to February 1999.

         COMPENSATION PROGRAM. The Company's current executive compensation 
program involves a combination of base salary, performance-based bonuses and 
long-term incentive awards. Base salaries are intended to attract and retain 
highly-qualified executives. Bonuses to executive officers are intended to 
reward short-term performance of the executive officer and the Company. 
Grants of stock options by the Company are intended to encourage and reward 
executive officers based upon the Company's long-term performance and to 
provide executive officers with a financial interest in the success of the 
Company, which aligns the executive officers' interests with the interests of 
the Company's shareholders.

         BASE SALARY. The philosophy of the Board of Directors is to set base 
salaries for each of the executive officers of the Company at appropriate 
levels for the relative positions of the officer and the duties of the 
position. The Board of Directors has the authority to determine the salaries 
of the Company's Chief Executive Officer and other executive officers, 
subject to the terms of pre-existing employment agreements. The Board of 
Directors believes that there should be little change from year to year in 
the base salary of the executive officers other than increases due to: (i) 
growth of the Company's sales; (ii) growth in responsibility of the position; 
or (iii) cost of living increases. The Board of Directors believes that 
additional compensation above base levels should be by bonus based on 
individual performance and the financial performance of the Company.

         PERFORMANCE-BASED BONUSES. Payment of bonuses to officers of the 
Company is determined by the Board of Directors based upon the executive 
officer's performance and the Company's financial results.

         LONG-TERM INCENTIVE AWARDS. The Company's long-term incentive 
program consists of stock option grants which encourage achievement of 
long-term goals and objectives consistent with enhancing 

                                      6
<PAGE>

shareholder value. Awards of stock options provide executives with increased 
motivation and incentive to exert their best efforts on behalf of the Company 
by increasing their personal stake in the Company's success through the 
opportunity to acquire a greater equity interest in the Company and to 
benefit from appreciation in the value of the Company's stock. All stock 
options granted to executive officers have an exercise price of not less than 
the market value of the Company's Common Stock on the date of grant, thereby 
ensuring that any value derived from such options is dependent upon 
subsequent increases in share value which will be realized by shareholders 
generally. Executives generally must be continually employed in order for 
stock options to vest and become exercisable.

         COMPENSATION OF THE CHAIRMAN OF THE BOARD. The Company has not 
entered into an employment agreement with Mr. Ronning. Mr. Ronning is 
currently being paid a nominal monthly amount which is applied directly to 
his health insurance and other employee benefits.

         COMPLIANCE WITH SECTION 162(m) OF THE TAX CODE. Section 162(m) of 
the Tax Code, generally disallows a tax deduction to public companies for 
compensation over $1,000,000 to the chief executive officer and the four 
highest compensated officers, with certain exceptions. The Company did not 
pay cash compensation to any employee during the fiscal year ending December 
31, 1998 in excess of the deduction limit of Section 162(m), and does not 
anticipate doing so during the fiscal year ending December 31, 1998.

         The foregoing Report will not be deemed incorporated by reference by 
any statement incorporating by reference this Proxy Statement, or any portion 
thereof, into any filing under the Securities Act of 1933 or under the 
Securities Exchange Act of 1934 and shall not otherwise be deemed filed under 
such Acts.

                                       Joel A. Ronning
                                       Richard J. Runbeck
                                       Richard J. Runbeck
                                       Perry W. Steiner
                                       Board Members

EMPLOYMENT AGREEMENTS

         On August 20, 1996, the Company entered into an employment agreement 
with Mr. Reese, as President and Chief Operating Officer of the Company, at 
an annual salary of $135,000, with a bonus plan based on the Company's 
quarterly profit and growth in sales levels. The plan requires an increase in 
both profit and growth in sales, with a cap of $5,000 bonus pay for profit 
increase and a minimum of .5% net profits and 20% sales growth before any 
bonus is available. In addition, Mr. Reese was granted options to purchase a 
total of 1,000,000 shares the Company's Common Stock at $.75 per share, 
625,000 of which have vested as of December 31, 1998.

                                     7
<PAGE>

COMPARATIVE STOCK PERFORMANCE

         The following graph compares the cumulative total shareholder 
return, assuming $100 invested on May 12, 1995, as if such amount had been 
invested in each of: (i) the Company's Common Stock; (ii) the stocks 
comprising the Nasdaq Retail Trade Index; and (iii) the stocks included in 
the Nasdaq Stock Market Index. The graph assumes the reinvestment of all 
dividends, if any. The prices for the Company's Common Stock are closing bid 
prices as reported by the Nasdaq OTC Bulletin Board.

                                [GRAPH]

<TABLE>
<CAPTION>

                                                ----------- ------------ ----------- ----------- ------------
                                                 5/12/95     12/29/95     12/31/96    12/31/97    12/31/98
                                                ----------- ------------ ----------- ----------- ------------
<S>                                             <C>         <C>          <C>         <C>         <C>
Tech Squared, Inc.                                 100           67          17         130          160
----------------------------------------------- ----------- ------------ ----------- ----------- ------------
Nasdaq Retail Trade Stocks                         100          109         130         153          186
----------------------------------------------- ----------- ------------ ----------- ----------- ------------
Nasdaq Stock Market (US Companies)                 100          124         152         186          262
----------------------------------------------- ----------- ------------ ----------- ----------- ------------
</TABLE>

                                      8
<PAGE>

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information regarding the beneficial 
ownership of Common Stock and Preferred Stock of the Company as of the close 
of business on April 23, 1999, unless otherwise indicated, by each director, 
by each executive officer named in the Summary Compensation Table and by all 
directors and executive officers (regardless of compensation level) of the 
Company as a group.

<TABLE>
<CAPTION>

                                                                SHARES OF PREFERRED
                                   SHARES OF COMMON STOCK       STOCK BENEFICIALLY          TOTAL VOTING SHARES
                                    BENEFICIALLY OWNED(1)             OWNED(1)             BENEFICIALLY OWNED(2)
                                   ----------------------      --------------------       -----------------------
                                                 PERCENT                    PERCENT                       PERCENT
NAME OF BENEFICIAL OWNER             AMOUNT     OF CLASS       AMOUNT      OF CLASS         AMOUNT       OF TOTAL
------------------------           ----------   --------       ------      --------       ---------      --------
<S>                                <C>          <C>            <C>         <C>            <C>            <C>
Joel A. Ronning(3)                  7,050,022     53.0%          --           --          7,050,022        52.4%
Charles E. Reese, Jr.(4)              625,000      4.9%          --           --            625,000         4.8%
Richard J. Runbeck(5)                 100,000       *            --           --            100,000          *
Perry W. Steiner(6)                    60,000       *            --           --             60,000          *
All Directors and                   7,835,022     55.6%          --           --          7,835,022        55.0%
Executive Officers as a Group
(5 persons)(7)

</TABLE>
-------------------------------
*        Less than 1% of the outstanding shares.
(1)      Unless otherwise noted, all of the shares are held by individuals
         possessing sole voting and dispositive power with respect to the shares
         owned. Shares not outstanding, but deemed beneficially owned by virtue
         of the right of a person or member of a group to acquire them within 60
         days, are treated as outstanding only when determining the amount and
         percentage owned by such person or group.
(2)      Each share of Preferred Stock of the Company has the right to vote on
         all matters voted upon by the holders of Common Stock. Accordingly, the
         Preferred Stock and Common Stock have been considered to be one voting
         class to show Total Voting Shares Beneficially Owned. The percentage of
         outstanding shares is calculated based upon 12,102,950 shares of Common
         Stock and 160,000 shares of Preferred Stock outstanding as of the close
         of business on April 23, 1999.
(3)      Includes 1,199,996 shares that Mr. Ronning has the right to acquire
         pursuant to the exercise of stock options within 60 days of April 23,
         1999.
(4)      Includes 391,000 shares that Mr. Reese has the right to acquire
         pursuant to the exercise of stock options within 60 days of April 23,
         1999.
(5)      Includes 100,000 shares that Mr. Runbeck has the right to acquire
         pursuant to the exercise of stock options within 60 days of April 23,
         1999.
(6)      Includes 60,000 shares that Mr. Steiner has the right to acquire
         pursuant to the exercise of stock options within 60 days of April 23,
         1999.
(7)      Includes 1,800,996 shares that all directors and executive officers as
         a group have the right to acquire pursuant to the exercise of stock
         options within 60 days of April 23, 1999.

                                      9
<PAGE>

SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         The following table sets forth information regarding the beneficial 
ownership of Common Stock and Preferred Stock of the Company as of the close 
of business on April 23, 1999, unless otherwise indicated, by each person 
known by the Company to be the owner of more than five percent of the 
Company's outstanding Common Stock or Preferred Stock.

<TABLE>
<CAPTION>

                                                               SHARES OF PREFERRED
                                  SHARES OF COMMON STOCK              STOCK              TOTAL VOTING SHARES
                                   BENEFICIALLY OWNED(1)      BENEFICIALLY OWNED(1)     BENEFICIALLY OWNED(2)
                                  -----------------------     ---------------------     ---------------------
NAME AND ADDRESS                                 PERCENT                    PERCENT                  PERCENT
OF BENEFICIAL OWNER                AMOUNT        OF CLASS      AMOUNT      OF CLASS      AMOUNT      OF TOTAL
-------------------               --------       --------     --------     --------     --------     --------
<S>                               <C>            <C>          <C>          <C>          <C>          <C>
Ginger Elliot                        --             --          60,000       37.5%       60,000         *
P.O. Box 1036
Kirtland, NM  87417
Betty Plattner                       --             --          50,000       31.3%       50,000         *
1414 Highland Dr.
Solana Beach, CA 92075
Lela D. McCauley                     --             --          20,000       12.5%       20,000         *
P.O. Box 574
Okmulgee, OK 74447
Marianne M. Long, as Trustee         --             --          20,000       12.5%       20,000         *
for Lauren A. Long and
Kathryn W. Long
Zelmay Long                          --             --          10,000        6.3%       10,000         *
1733 S. Florence Av.
Tulsa, OK  74104

</TABLE>
-------------------------------
*        Less than 1% of the outstanding shares.
(1)      Unless otherwise noted, all of the shares are held by individuals
         possessing sole voting and dispositive power with respect to the shares
         shown. Shares not outstanding, but deemed beneficially owned by virtue
         of the right of a person or member of a group to acquire them within 60
         days, are treated as outstanding only when determining the amount and
         percentage owned by such person or group.
(2)      Each share of Preferred Stock of the Company has the right to vote on
         all matters voted upon by the holders of Common Stock. Accordingly, the
         Preferred Stock and Common Stock have been considered to be one voting
         class to show Total Voting Shares Beneficially Owned. The percentage of
         outstanding shares is calculated based upon 12,102,950 shares of Common
         Stock and 160,000 shares of Preferred Stock outstanding as of the close
         of business on April 23, 1999.

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         LOAN TO MR. RONNING. In 1993, MacUSA loaned $200,000 to Mr. Ronning. 
In consideration of Mr. Ronning's guarantee of a portion of the Company's 
bank debt, the interest rate on the note was reduced to 0%, effective as of 
January 1, 1997. Such agreement also provided that when the guaranty was 
terminated, the interest rate would return to the original amount of 5%. The 
note, including the accrued and unpaid interest, was paid in full in December 
1998.

                                      10
<PAGE>

         DIVIDEND TO MR. RONNING; REIMBURSEMENT OF TAXES. In 1995, MacUSA 
declared a dividend of $1,188,000 payable to the former shareholders of 
MacUSA in connection with the conversion of MacUSA from a Subchapter S 
corporation to a Subchapter C corporation. The Company paid approximately 
$200,731 of this dividend during 1996, approximately $200,731 during 1997, 
and $200,000 during 1998 of which Mr. Ronning received $200,000 in 1996, 
$200,000 in 1997 and $199,268 in 1998. The remainder of the dividend payable 
to Mr. Ronning was evidenced by a note payable to Mr. Ronning (the "Note") in 
the principal amount, as of December 31, 1998, of $283,857. The Note did not 
bear interest, was due on demand and, under the terms of a Debt Subordination 
Agreement dated June 27, 1997 between the Company, Mr. Ronning and First Bank 
Minnesota, National Association, now US Bank, National Association ("US 
Bank"), was subordinated to indebtedness owed by the Company to US Bank 
pursuant to the terms of the Financing and Security Agreement with US Bank 
dated June 27, 1997. The Company was limited to making dividend payments of 
not more than $200,000 to Mr. Ronning in the aggregate in any calendar year, 
provided that the Company was in compliance with the Financing Agreement with 
US Bank before and after making such dividend payments. Apart from the 
foregoing, the Company was not allowed to make dividend payments without the 
prior written consent of US Bank. In March 1996, the Company agreed to 
reimburse Mr. Ronning for any personal tax he was required to pay as a result 
of the non-interest bearing status of the Note. The balance of such note was 
paid in February 1999.

         PERSONAL GUARANTY BY MR. RONNING. Borrowings under the Revolving 
Line of Credit Agreement with US Bank were personally guaranteed by Mr. 
Ronning up to a maximum of $500,000. Such guarantee was released in December 
1998.

         GRANT FROM MR. RONNING OF AN OPTION TO ACQUIRE A SUBSTANTIAL 
INTEREST IN DIGITAL RIVER, INC. In December 1995, MacUSA was granted an 
option by Mr. Ronning to acquire 3,200,000 shares (after adjustment for an 
August 1998 2-for-3 reverse split) of common stock (the "Digital River 
Shares") owned by Mr. Ronning. The option (the "Digital River Option") 
provided that it was exercisable at any time through December 31, 2000 for 
total consideration of one dollar.

         The Digital River Shares are subject to the provisions of the 
Fujitsu Modification Agreement dated December 11, 1997 (the "Fujitsu 
Agreement") between Mr. Ronning, Fujitsu Limited, a company organized under 
the laws of Japan ("Fujitsu"), Digital River, and MacUSA (collectively, the 
"Parties"). Pursuant to the terms of the Modification Agreement, the Parties 
agreed to terminate previous agreements entered into in connection with an 
investment by Fujitsu in Digital River. Under the terms of the Modification 
Agreement, MacUSA remains a party to the agreement to the extent that Mr. 
Ronning may transfer all shares of Digital River he owns, along with any and 
all rights related thereto pursuant to the agreement or otherwise to MacUSA 
or the Company. Digital River is engaged in the business of electronic 
software distribution. Mr. Ronning is the President and a director of Digital 
River.

           In December 1998, the Company participated in Digital River's 
secondary offering by exercising and selling 200,000 shares (post-split) of 
the Digital River Option realizing net proceeds of $4,430,000. The Company 
continues to hold an option to purchase 3,000,000 shares (post-split), which 
would represent ownership of approximately 15% of Digital River as of April 
23, 1999. The option is not transferable and the balance is exercisable at 
any time through December 31, 2000 for total consideration of $0.93 
(ninety-three cents). During the term of the option, Mr. Ronning has agreed 
to vote the Digital River Shares at the direction of the Company's Board of 
Directors. As additional consideration, the Company has agreed to reimburse 
Mr. Ronning for any tax liability incurred in connection with the transfer of 
the Option or the shares of Digital River stock issuable upon the exercise 
thereunder.

         TAX INDEMNIFICATION AGREEMENT WITH MR. RONNING. In December 1995, 
the Company entered into a Tax Indemnification Agreement with Mr. Ronning 
whereby the Company agreed to indemnify Mr. Ronning for the amount of any 
penalties or interest resulting from the redetermination of Mr. Ronning's 
share of taxable income attributable to MacUSA and the amount of any 
additional taxes 

                                      11
<PAGE>

due from Mr. Ronning, to the extent such tax adjustment results in a future 
decrease in the taxable income of MacUSA. In 1995, Mr. Ronning owned 
approximately 95% of MacUSA, which was a Subchapter S corporation within the 
meaning of Section 1361 of the Internal Revenue Code. MacUSA's Subchapter S 
status was terminated in 1995, and MacUSA is now a wholly-owned subsidiary of 
the Company.

         DIGITAL RIVER LEASE AND FULFILLMENT SERVICES During 1998 and until 
April 1999, Digital River occupied up to approximately 7,000 square feet of 
warehouse space at the Company's corporate headquarters. Prior to August 
1998, the offices of Digital River were also located in the Company's 
facilities. The Company billed Digital River for the leased space and certain 
related costs such as direct labor costs, phone services, general liability 
insurance and janitorial services through an administrative charge. Total 
charges by the Company to Digital River for administrative expenses were 
approximately $207,000, $160,000 and $82,000 in 1998, 1997 and 1996, 
respectively.

         During 1997, the Company began performing fulfillment services for 
Digital River on physical shipments of products, for which Digital River paid 
the Company a fulfillment fee. The Company billed Digital River approximately 
$246,000 and $8,000 for these services in 1998 and 1997, respectively. Such 
fulfillment services by the Company were discontinued in April 1999.

ITEM 14.    EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

         Only exhibits filed with this Amendment to Form 10K are listed.

<TABLE>
<CAPTION>

Item
No.      Description
----     -----------
<S>      <C>
23.1     Consent of Arthur Andersen LLP.

</TABLE>

(b)      REPORTS ON FORM 8-K

         None.

                                      12
<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the 
registrant caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

                                       TECH SQUARED INC.


Date:  April 26, 1999                  By: /s/ Charles E. Reese, Jr.
                                           -----------------------------------
                                           Charles E. Reese, Jr.
                                           President, Chief Executive Officer,
                                           Chief Operation Officer


                                       By: /s/ Jeffrey F. Martin 
                                           -----------------------------------
                                           Jeffrey F. Martin
                                           Chief Financial Officer
                                           and Principal Accounting Officer

     In accordance with the Exchange Act, this report has been signed below 
by the following persons on behalf of the Company and in the capacities and 
on the dates indicated.

           Signature and Title                           Date Executed
           -------------------                           --------------

           /s/ Joel A. Ronning                           April 26, 1999
           --------------------------------              --------------
           Joel A. Ronning, Director

           /s/ Charles E. Reese, Jr.                     April 26, 1999
           --------------------------------              --------------
           Charles E. Reese, Jr., Director

           
           -------------------------------               --------------
           Richard J. Runbeck, Director

           /s/ Perry W. Steiner                          April 26, 1999
           -------------------------------               --------------
           Perry W. Steiner, Director

                                      13