UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                            FIRST AMENDED FORM 10-KSB

                     Annual Report Under Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                     For the Fiscal Year Ended July 31, 1996

                         Commission File Number: 0-98765


                             MAGNUM RESOURCES, INC.
             (Exact name of registrant as specified in its charter)


               DELAWARE                           87-0368628
      (State of incorporation)       (I.R.S. Employer Identification No.)

                           2850 METRO DRIVE SUITE 509
                              Bloomington, MN 55425
                                 (612) 854-1625
     (Address, including zip code, and telephone number including area code,
                         of Issuer's executive offices)

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

       Title of each class             Name of each exchange on which registered
             None                                         None

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

COMMON STOCK; 10% CONVERTIBLE PREFERRED STOCK; WARRANTS TO PURCHASE COMMON STOCK

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for 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____

Check if there is no disclosure of delinquent filers in response to item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB[ ].

State issuer's revenues for its most recent fiscal year: $6,940,907

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: (As of November 1, 1996) approximately $ 1,544,000

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of November 1, 1996 - 10,252,337.

Transitional Small Business Disclosure Format (Alternative 2):

Yes __X__  No ____




                     MAGNUM RESOURCES, INC. AND SUBSIDIARIES


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                       YEARS ENDED JULY 31, 1996 AND 1995


                                    PART III

ITEM 1.  INDEX TO EXHIBITS                                             ITEM #

         Charter and Bylaws                                               2

         Instrument Defining the Rights of Security Holders               3

         Voting Trust Agreements                                          5

         Material Contracts                                               6

         Additional Exhibits                                              27

         Additional Exhibits                                              99

ITEM 2.  DESCRIPTION OF EXHIBITS

Item 2.  Charter and Bylaws:

         2.1      Certificate of Incorporation recorded January 23, 1991, at the
                  Office of the Secretary of State for the State of Delaware in
                  Book R132, Page 209, Document No. 31035. (1)

         2.2      (b) Certificate of Merger of Magnum Resources, Inc., a Utah
                  corporation, with and into Magnum Resources, Inc., a Delaware
                  corporation, recorded February 11, 1991, at the Office of the
                  Secretary of State for the State of Delaware in Book 1117,
                  Page 0694, Document No. 002794. (1)

         2.3      (c) Bylaws of Magnum Resources, Inc. (1)

Item 3.  Instruments Defining the Rights of Security Holders:

         3.1      (a) Final Revised Third Amended Plan of Reorganization dated
                  March 23, 1987, and signed by Douglass W. Steiger, President,
                  Hydra-Mac, Inc. (1)

         3.2      (b) Agreement and Plan of Reorganization dated February 1,
                  1991, and signed by Jack Johnson, President, Magnum Resources,
                  Inc., and Douglass W. Steiger, President, Hydra-Mac, Inc. (1)

         3.3      (c) Articles of Merger of Hydra-Mac, Inc., a Minnesota
                  corporation, into Hydra-Mac, Inc., a Delaware corporation,
                  signed August 1991, by Douglass W. Steiger, President,
                  Hydra-Mac, Inc. (1)

         3.4      (d) Articles of Merger of Magnum Resources, Inc., a Utah
                  corporation, with and into Magnum Resources, Inc., a Delaware
                  corporation, dated January 25, 1991, and signed by N. Thomas
                  Steele, Vice President, Magnum Resources, Inc. (1)

         3.5      (e) Restated Certificate of Incorporation of Magnum Resources,
                  Inc., dated January 25, 1991, and signed by N. Thomas Steele,
                  Vice President, Magnum Resources, Inc., and signed by Tori
                  Thurston, Secretary, Magnum Resources, Inc. (1)

Item 5.  Voting Trust Agreements:

         5.1      (a) Voting Agreement between Douglass W. Steiger, MaJeanna
                  Hallstrom, Pamela Lien, Angela Steiger, Vicki Steiger,
                  Minnesota Foundation, Evangelical Free Church of Thief River
                  Falls, Magnum Resources, Inc. and United Services Capital
                  Management Corporation, dated January 14, 1991. (1)

         5.2      (b) Amended Voting agreement between Douglass W. Steiger,
                  MaJeanna Hallstrom, Pamela Lien, Angela Steiger, Vicki
                  Steiger, Minnesota Foundation, Evangelical Free Church of
                  Thief River Falls, Magnum Resources, Inc. and United Services
                  Capital Management Corp, dated January 14, 1991. (1)

         5.3      (c) Agreement between Douglass W. Steiger and Magnum
                  Resources, Inc., dated August 12, 1991. (1)

         5.4      (d) Amended Voting Agreement between Douglass W. Steiger,
                  individually and on behalf of the Steiger Family Shareholders
                  and Magnum Resources, Inc., dated February 7, 1992. (1)

         5.5      (e) Extension and Amendment of Amended Voting Agreement
                  between Douglass W. Steiger, individually and on behalf of the
                  Steiger Family Shareholders and Magnum Resources, Inc., dated
                  September 1992. (1)

         5.6      (f) Stock Purchase Agreement with Hydra-Mac Holding
                  Corporation, a Minnesota corporation, to purchase Hydra-Mac,
                  Inc., a Delaware corporation, from Magnum Resources, Inc., a
                  Delaware corporation, dated July 31, 1995. (2)

Item 6.  Material Contracts:

         6.1      (a) Stock Redemption Agreement between United States Capital
                  Management Corporation and Magnum Resources, Inc., (undated
                  and unsigned). (1)

         6.2      (b) Stock Distribution Agreement between Magnum Resources,
                  Inc. and SST, Inc., (undated and unsigned). (1)

         6.3      (c) Manufacturing Contract, Service Contract and Sales and
                  Marketing Contract between Hydra-Mac, Inc. and Power Equipment
                  Corporation. (1)

         6.4      (d) Employment Agreement between John Luoma and Magnum
                  Resources, Inc. (1)

         6.5      (e) Asset Sale Agreement by and between Bank of American
                  National Trust and Savings Association and Magnum Resources,
                  Inc. (1)

         6.6      (f) Agreement in Lieu of Foreclosure dated July 28, 1995
                  enforcing rights under a Mortgage and security interest. (2)

         6.7      (g) Assignment and Consulting Agreement with Hydra-Mac
                  International, Inc., a Delaware corporation, to provide
                  insurance and consulting services for product liabilities for
                  Hydra-Mac, Inc., a Delaware corporation. (2)

Item 27. Additional Exhibits:

         27.1     Financial Data Schedule

Item 99. Additional Exhibits:

         99.1     (a) Letter regarding change in certifying accountant. (2)

1        Previously filed with the Company's Registration Statement on Form
         10-SB, as amended, and incorporated herein by reference pursuant to
         Rule 12b.32.

2        Previously filed on Form 8-K and incorporated by reference pursuant to
         Rule 12b.32.



                                   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.

                                   MAGNUM RESOURCES, INC.

                                   BY: /s/ John Luoma
                                       -----------------------------------------
                                       John Luoma, President and Chief Executive
                                       Officer

                                   DATE: June 13,1997
                                         ---------------------------------------

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

                                   BY:   /s/ John Luoma
                                       -----------------------------------------
                                       John Luoma, President and Chief Executive
                                       Officer

                                   DATE:   June 13, 1997
                                         ---------------------------------------

                                   BY:   /s/ David M. Eichers
                                       -----------------------------------------
                                       David M. Eichers, Secretary and Chief
                                       Accounting Officer

                                   DATE:   June 13,1997
                                         ---------------------------------------

                                   BY: 
                                       -----------------------------------------
                                       Charles H. Kothe, Director and Chairman
                                       of the Board

                                   DATE:
                                         ---------------------------------------

                                   BY:   Jerome W Kutil
                                       -----------------------------------------
                                       Jerome W. Kutil, Director

                                   DATE:
                                         ---------------------------------------

                                   BY: 
                                       -----------------------------------------
                                       John M. Warburton, Director

                                   DATE:
                                         ---------------------------------------