FORM 10KSB40 FOR MAGNUM RESOURCES INC /DE/ FILED ON JANUARY 5, 2000



                    ANNUAL REPORT FOR SMALL BUSINESS ISSUERS
                 SUBJECT TO THE 1934 ACT REPORTING REQUIREMENTS
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   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, 1998

                         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.)

                             1110 Pennington Ave. S.
                          Thief River Falls, MN  56701
                                 (218) 681 7130
     (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, $.01 PAR VALUE

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 [X].

State issuer's revenues for its most recent fiscal year: $13,667,000

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 January 5, 2000) approximately $ 2,222,000

State the number of shares outstanding of each of the issuer's classes of Common
equity, as of the latest practicable date: As of July 31, 1998 - 10,354,337.

Transitional Small Business Disclosure Format (Alternative 2):

Yes   _X_    No  ___


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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS


OVERVIEW AND HISTORICAL BACKGROUND

Magnum Resources, Inc. ("Magnum") and its subsidiaries Hydra-Mac International,
Inc. ("Hydra-Mac") and D&E Machining, Inc. ("D&E") (collectively
referred to as the "Company") design, manufacture, distribute and sell skid
steer loaders and associated products. The Company acquired Power Equipment
Corporation ("Power Equipment") in 1992 for the purposes of designing,
manufacturing and selling rubber track crawlers. The Company ceased
manufacturing the rubber track crawler in 1995 but may reintroduce it at a later
date.

Magnum was incorporated in Delaware in 1981 to pursue the possible Development
of natural resources in the state of Nevada. In 1991, Magnum acquired Hydra-Mac
and D&E by means of a statutory merger. Since its inception in 1970,
Hydra-Mac has been engaged in the business of designing, manufacturing and
selling skid steer loaders. D&E, since its inception, has been engaged in
the business of manufacturing gear and machine parts, principally for Hydra-Mac.


PRODUCTS

The following descriptions outline the products of the Company.


SKID STEER LOADERS - HYDRA-MAC

Skid-steer loaders are small four-wheeled vehicles that were originally Designed
and used as loaders, but in the last decade have become increasingly Popular
equipment with the availability of attachments such as backhoes, forklifts,
breakers, planers, rakes and augers. Today, skid steer loaders provide users
with a versatile, heavy duty, and durable vehicle to perform a multitude of
agricultural, construction and industrial work tasks. In addition, most
skid-steer attachments are designed to be used with an industry standard
quick-attach mechanism which allows attachments built by one manufacturer to be
used on vehicles manufactured by another.

Skid steer loaders are labor-saving machines that perform a variety of jobs That
are difficult to accomplish manually, and that larger machines, such as
tractors, bulldozers, and other construction equipment, cannot complete because
of their size. Characteristically, skid steer loaders have an independent drive
system for the left and right side of the unit, thereby allowing the machine to
skid and thus turn 360 degrees within their own tracks. This compact wheel
turning ratio allows the skid steer loader to operate effectively in confined
spaces with limited available maneuverability. Models vary in their length,
width, height and operating efficiency, which allow them to lift a maximum
amount of material within specific work requirements and safety standards.

The Company's product line includes four models of the Hydra-Mac hydrostatic,
all-gear drive skid steer loaders. The machines range in size and capacity from
37 horsepower and 1,300 pounds of operating capacity to an 80 horsepower diesel
engine with 2,650 pounds operating capacity. Diesel engines made by Kubota,
Isuzu, and John Deere are found in the various models of the skid steer loaders
produced by the Company. The Company believes that their 2650D model has the
largest SAE rated operating capacity of any skid steer loader in the
marketplace. In 1997, the Company introduced a new model to the marketplace to
provide a heavy-duty skid steer loader with a mid-ranged price that will meet
specific needs of the customer. This new model (2250) utilizes an Isuzu 70
horsepower diesel engine.


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RUBBER TRACK CRAWLERS

In 1991, the Company offered its rubber tracked crawler loader to the market.
The Commander rubber track crawler offered many of the characteristics of the
skid steer loader, but included the traction advantages of a rubber track system
generally associated with conventional steel track machines. The rubber track
enabled the loader to maneuver on soft surfaces more quickly and easily. At the
same time, the rubber track crawler did not leave the heavy wheel track "foot
print" commonly associated with front-end loaders. These features, along with
the all gear drive technology, enabled the Commander to fill a market niche
between the skid steer loader and other heavy-duty front-end loading equipment.

In 1995, the Company decided to cease manufacturing the rubber track crawler
loader in order to concentrate efforts on the Company's historical base of
traditional skid steer loaders. The Company is currently evaluating the market
potential of the rubber track crawler. Regardless of whether or not the Crawler
is reintroduced, the Company plans on continuing to service and furnish repair
parts to existing Crawler owners. See "Risk Factors".


REPLACEMENT PARTS AND ATTACHMENTS

The Company offers a variety of loader replacement parts and attachments for All
current and previously produced skid steer and rubber track loaders. It
currently markets a wide range of buckets, pallet forks, augers, scarifiers,
outriggers, backhoes, hammers, shears, trenchers, dozer blades, sweepers, as
well as a number of manufactured replacement and service parts. Prices of parts
and attachments are based on the normal market competition since the end user
can purchase attachments directly from other manufacturers. The Company also
stocks certain replacement parts for older loaders to maintain the policy of
lifetime serviceability. Prices for these parts are based upon customer need and
the availability of alternative parts sources. For 1998, the Company plans to
increase attachment sales by promoting these items heavily through its existing
dealers.


BUSINESS AUTOMATION EQUIPMENT - MAGNUM BUSINESS SYSTEMS, INC. (MBS)

In 1997, the Company formed a subsidiary called Magnum Business Systems, Inc.
("MBS").

MBS distributes a complete line of laser and CCD scanners, check readers and
portable data terminals (batch, radio frequency, and wireless networks). These
items are typically sold to businesses operating in an environment Dependent
upon point of sale (POS) transactions. Most purchasers of this equipment are
retailers such as department stores and sporting goods dealers. The subsidiary
has three employees engaged in the sale of these products.

The results of operations for MBS through July 31, 1998 were not material to the
Company's consolidated financial results. In July 1998, the Company accepted an
offer to sell Magnum Business Systems,Inc., its business automation products
segment to the current managers of the business for $252,000 cash. The Company's
gain on the sale was $93,000. The segment income from operations of $98,000 for
the year ending July 31, 1998 is recorded as discontinued operations and
includes sales of $2,782,000.


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MARKETS - SKID STEER LOADERS

Approximately one-third of the Company's current skid steer loader sales are To
companies within the agriculture industry, primarily located in the upper
Midwest. The skid steer loaders are primarily for use in material handling and
facility cleaning. The units sold for agriculture uses are in the lower range of
size, horsepower, and operating capacity. The remainder of sales are to
companies within the construction, demolition, nursery, and waste management
industries. Less than six percent (6%) of total sales are to foreign markets.

The skid steer loader market is highly competitive and dominated by a number Of
large, multinational companies, including: (1) Case International, (2) Melroe
Ingersall Rand, (3) John Deere, (4) Gehl, and (5) Ford New Holland. The Company
believes that the primary competitive factors affecting the skid steer loader
markets include: price, performance, quality, reliability, technical innovation
and ease of use.

The Company believes that the list prices for its products, which range from
$20,000 to $40,000, are at the high end of the retail price range, but given the
Company's other features, are acceptable to customers. The Company believes:
(1)its products' all gear drive and technical design features outperform other
skid steer loaders, (2) its products' extra heavy steel framing provides
additional durability beyond many competitors, (3) constant design improvements
have enabled the Company to produce skid steer loaders which outlast others in
the field, (4) engineering design changes have updated the skid steer loaders to
meet customer recommendations, (5) its joystick control device makes the
Company's skid steer loaders easier to use than the competition, and, (6) for
users preferring control systems similar to those found on loaders made by other
companies, the Company's units can be ordered with those operating controls
factory installed. The Company also believes that its units fit the market
between the small skid steer loaders produced by Case, Melroe Ingersall Rand and
Ford New Holland, and the large size earth moving equipment manufactured By
Komatsu and Caterpillar.


SALES AND MARKETING

The Company distributes its skid steer loaders under the Hydra-Mac name Through
independent dealers and through its own sales force. Historically, the Company
has obtained a majority of sales through an informal network of current owners
and word-of-mouth, relying on product quality, durability and performance to
sustain sales. During 1997, sales growth was created through: (1) the hiring of
additional sales staff and support personnel to increase their coverage and
presence in all sales regions throughout the United States, (2) increased
participation in industry trade shows, and (3) the development of Internet
marketing presentations. Currently, the Company sells its products throughout
the United States through 150 active dealers and 50 additional dealers. Dealers
not included within the Regional organizations are serviced by the Company as
"in house" accounts. The Company has dealerships in several foreign countries,
including Canada, Korea, Europe, and Central and South America and anticipates
that sales and marketing in Central and South America will increase
significantly during 1998.

Sales to companies within the agricultural and construction industries are
affected by the cyclical nature of those industries. Weather conditions,
interest rates, and farm production affect purchases by those companies. The
Company believes the versatility of its products and their suitability for
multiple purposes helps to minimize these factors.

The Company offers financing for its dealers through arrangements with two
finance companies. A majority of the fiscal 1997 skid steer loader dealer sales
were financed through these companies. One of these arrangements requires the
Company to repurchase goods and pay the finance company for the unpaid balance
due them from the dealer, along with repossession costs, in the event of default
by the dealer. The Company has not incurred any material costs associated with
this agreement. As of July 31, 1997, this finance company had balances due from
dealers totaling approximately $501,000.


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Sales of business automation equipment are handled primarily through three
direct sales employees. These employees are based in the Eagan facility and rely
heavily on telemarketing for prospective sales. MBS has agreements with a number
of manufacturers of automation equipment, which provide for distribution of
their products. The business is not capital intensive but requires the Company
to retain technically trained personnel to accurately determine which products
address the customer's needs. There is no assurance that MBS will be able to
retain or hire technical sales personnel.


COMPETITION - SKID STEER LOADERS

The Melroe Bobcat(R) unit is the standard of the industry and still leads in
market share under the current ownership of Ingersoll Rand. Additional
competitors include: (1) Case International, (2) John Deere, (3) Gehl, and (4)
Ford New Holland. All these companies have far greater experience than the
Company as well as greater financial resources and better development of
manufacturing, marketing and engineering capacities. In addition, the markets
for the Company's products are intensely competitive. The Company, however,
believes its skid steer loaders are highly competitive in the following key
operating areas:

         Capacity: Within the industry, the weight which a particular model is
         designed to lift within limits of safety is a relevant Competitive
         factor. A corollary of weight capacity is the amount of cubic yard
         capacity of material which a vehicle is capable of handling. The
         Company believes that its vehicles are comparable to those of its
         competition.

         Dimensions: Customers consider the length, width and height of Units
         important and place a premium on smaller size. The Company Believes
         that its vehicles are comparable to its competition.

         Operating Efficiency: Vehicles are also judged by the speed within
         which they perform specific work. Of particular emphasis is traveling
         speed and boom cycle rate. The Company believes that its vehicles are
         comparable to its competition.

         Operating Cost: All customers pay attention to costs associated with
         operating vehicles. The Company believes its vehicles to be relatively
         lower cost vehicles to operate than the Company's competition primarily
         due to less down time, easier serviceability and product support.

         Safety: Safety is always a concern. The Company believes that its
         safety features provide for safe operation under all reasonable
         conditions.


MANUFACTURING

The Company manufactures and assembles its skid steer products at its Facility
in Thief River Falls, Minnesota. (See "Item 2. Description of Property.")
Selected parts and assemblies are fabricated and machined at its facility in
Wahpeton, North Dakota. Additional parts and accessories are purchased from
outside vendors based upon engineering design requirements and cost and delivery
considerations. To further reduce production costs and increase production
capacity, the Company has begun to place an increased emphasis on purchasing
finished component products from original equipment manufacturers. As of July
31, 1997, the Company had a production backlog of approximately $500,000
consisting of firm orders from customers for skid steer loaders. Although there
can be no assurance, the Company expects the orders will increase and that a
backlog will be maintained.


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ENGINEERING

The Company designs many of its own skid steer products and accessories. The
Company's engineering staff includes three engineers and two assistants.
Engineering expenses for the past two years were $223,000 in 1997 and $140,000
in 1996. Prior to 1996, new product development was almost exclusively incurred
in developing the Company's rubber track crawler. The Company's primary
engineering efforts during 1997 were aimed at (1) improving the current product
line, (2) enhancing existing product quality, (3) lowering manufacturing costs,
and, (4) developing new products. Two new products were developed in 1997. Model
2250 was introduced to the marketplace in December 1996 and Model 2550 will be
introduced in October 1997.


EMPLOYEES

The Company currently has 109 employees including, 71 employees at the Hydra-
Mac manufacturing facility located in Thief River Falls, Minnesota, 30 employees
at the D & E machining facilities located in Wahpeton, North Dakota and 8
employees at the Corporate offices located in Eagan, Minnesota. The Company
attempts to maintain salary rates, which are competitive with the industry
within the respective locations and believes its relationships with employees is
good. No employee groups are members of a collective bargaining organization.


PATENTS, TRADE SECRETS AND TRADEMARKS

Utility patents related to the rubber track crawler were issued to Power
Equipment. These patents will expire on July 21, 2009. These patents are Pledged
as collateral securing payment of Hydramac International's revolving note with a
lender. (See below, "Risk Factors"). These patents will only be valuable in the
event the Company continues the development and reintroduction of the rubber
track crawler, of which there can be no assurance.


ENVIRONMENTAL MATTERS

The Company believes that compliance with all federal, state and local
provisions regulating the discharge of materials into the environment which have
been enacted or adopted will not have a material effect upon the capital
expenditures, earnings and competitive position of the Company. However, no
assurance can be given that there is no residual contingent risk associated with
the natural resource development work that may have been done before anyone
currently associated with the Company joined the Company in 1991.


RISK FACTORS

As provided under the Private Securities Litigation Reform Act of 1995, set
forth below are important factors that could cause actual results to differ from
those expected by the Company and identified by the Company as forward- looking
statements and projections elsewhere in this report.


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1.   Working Capital. The Company may need additional working capital. The
     Company has a revolving line-of-credit facility with Norwest Business
     Credit, Inc. ("Bank"). However, the Company has on occasion been in Default
     with respect to certain covenants and conditions contained in the credit
     facility. The Bank has waived compliance with these covenants and
     reestablished the covenants such that the Company is in compliance with all
     covenants. No assurance can be given that the Company will be able to
     obtain waivers for any future instances of default, should they occur. In
     addition, the Bank may cease to make advances and demand payment of the
     line of credit under circumstances where no default exists. Management
     believes that the Company will be able to maintain the current credit
     facility or one with substantially similar terms; however, no assurance can
     be given that this will be accomplished.

2.   Order Fulfillment. The Company has recently experienced a backlog of
     orders. The Company expects this backlog will continue during 1999. If the
     Company is unable to meet demand increases and customer order schedules are
     not met, orders may be canceled and the Company's reputation for timely
     delivery may be adversely affected. Factors which may affect such backlog
     and demand are: the economy in general, interest rates, supply
     availability, price changes, financing, dealer demand and customer
     confidence.

3.   Product Liability. The Company is subject to product liability suits during
     the normal course of business. The Company maintains product liability
     insurance to help mitigate its risk against product liability cases.
     Management believes that the ultimate outcome of all outstanding matters
     will not be material to the consolidated financial statements.

4.   Rubber Track Crawler. The Company did not reintroduce its rubber track
     crawler in fiscal year 1997 as planned. The Company is still evaluating
     current market conditions to determine if reintroducing the crawler would
     be prudent.


ITEM 2.  DESCRIPTION OF PROPERTY

The Company owns substantially all its office and manufacturing facilities.
Hydra-Mac's principal offices and manufacturing facilities are located in an
80,000 square foot facility in Thief River Falls, Minnesota. D&E's corporate
offices and manufacturing facilities are located in a 22,000 square foot
facility located in Wahpeton, North Dakota. The Company also leases
approximately 4,000 square feet of office space located in Eagan, Minnesota
under a three year lease. Annual lease payments are approximately $34,000 and
terminate in 2000. The Company believes its current facilities will be adequate
for its anticipated needs.

Substantially all of the assets, such as accounts receivable, inventory, Fixed
assets, and patents, are pledged as collateral to secure payment of its notes
with its lender and finance institution. In the event of default on these
obligations, the lenders may take possession of each premises where Hydra-mac
conducts business. (See "Risk Factors")


ITEM 3.  DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES

Set forth below are the names, ages, positions and a brief summary of the
business experience of the directors, officers and significant employees of the
Company, Hydra-Mac, D&E, Power Equipment and Magnum Business Systems.



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---------------------------------------------------------------------------
Name                 Age              Position

John F. Luoma        58              Chief Executive Officer, President, and
                                     Director of Magnum Resources; President,
                                     Treasurer and Director of Hydra-Mac
                                     International; President and Director of
                                     D & E; and President and Director of
                                     Power Equipment and Magnum Business
                                     Systems.  (Father of Eric Luoma)

Jerome W. Kutil      48              Director  and  Treasurer  of Magnum
                                     Resources.

H. Vern Aaseby       45              General Manager of D&E Machining.

Charles H. Kothe     65              Director  and Chairman of the Board
                                     of Magnum Resources.

John M. Warburton    47              Director of Magnum Resources.

David M. Eichers     51              Chief Financial Officer and Secretary of
                                     Magnum Resources, Secretary of Hydra-Mac
                                     International, Vice President, Secretary
                                     and Treasurer of D&E, and Vice
                                     President, Secretary and Treasurer of
                                     Power Equipment and Magnum Business
                                     Systems.

Raymond Swick        45              General Manager of Hydra-Mac
                                     International.


SELECTED RESUMES

John Luoma has served as President and Chief Executive Officer of Magnum
Resources since May, 1994. Mr. Luoma became a Director of Magnum Resources in
July of 1996 and President, Treasurer and Director of Hydra- Mac International
in July of 1995. He also became the President and Director of Power Equipment in
February 1995 and the President and Director of D & E in August of 1995. He
became President and Director of MBS in July 1997. From 1986 to 1992, Mr. Luoma
was co-founder and vice-president of Supercycle, Inc., which is involved in the
development of curbside recycling services. His duties and responsibilities
included market assessment, planning, marketing and sales development, and
general administration. He is the father of Eric Luoma.

Charles H. Kothe has been a Director of Magnum Resources since January 1991 and
became the Chairman of Magnum Resources' Board of Directors in June 1995. Since
1972, Mr. Kothe has been Vice President and General Manager of Murdo Motor Co.
of Murdo, South Dakota.

Jerome W. Kutil was the Chief Financial Officer of Magnum Resources from 1991
until June 1995. Mr. Kutil has been a Director and Treasurer of Magnum Resources
since 1991. Since August 1988, Mr. Kutil has been Vice President and a Director
of United States Capital Management (USC). Since 1980, Mr. Kutil has also been
Vice President and a Director of Tri-Star Brokerage Services. Mr. Kutil has also
been President of its affiliate, Tri-Star Financial Services, since 1980.


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John M. Warburton was the Secretary of Magnum Resources from October 1992 Until
June 1995. Mr. Warburton has been Secretary and Treasurer of USC since August
1988. Since 1979, Mr. Warburton has been associated with Tri-Star Financial
Services and has been involved in the areas of life, health and annuities. In
1981, Mr. Warburton founded and has functioned as Manager of New Concepts Agency
of Rushville, Nebraska, which markets insurance and annuity programs.

David M. Eichers, CPA, became the Chief Financial Officer and Secretary of
Magnum Resources in January of 1997. He also became Secretary of Hydra-Mac
International in January of 1997 and Vice President, Secretary and Treasurer Of
Power Equipment and D&E in January of 1997. He became Vice President,
Secretary, and Treasurer of MBS in July 1997. He previously served as Director
of Finance of Cesco Products, a Minneapolis-based sheetmetal fabricator from
1991 to November 1996.

H. Vern Aaseby was Vice President of D&E from 1983 to 1992. He became the
General Manager as well as Director and the President of D&E in 1992. He
currently holds the sole title of General Manager.

Raymond Swick was Parts Manager for Hydra-Mac since 1983 and became General
Manager of Hydra-Mac in 1995.


ITEM 4.  REMUNERATION OF DIRECTORS AND OFFICERS.

The following table sets forth the annual remuneration paid to the two Highest
paid officers for all services rendered to the Company. The Company reimburses
its officers and directors for all out-of-pocket expenses incurred by them in
connection with the performance of their assigned responsibilities. Directors
currently receive no compensation for their services as directors.

                NAME AND                       FISCAL
           PRINCIPAL POSITION      YEAR        SALARY

    Two highest paid officers      1998      $ 118,000


ITEM 5.  SECURITY OWNERSHIP OF CERTAIN SECURITY HOLDERS AND MANAGEMENT

SECURITY OWNERSHIP OF MANAGEMENT. The following table sets forth Certain
information regarding the Company's equity securities owned by the Company's
directors and executive officers, as of July 31, 1998:

                    NAME AND ADDRESS OF     AMOUNT AND NATURE        PERCENT
TITLE OF CLASS       BENEFICIAL OWNER      OF BENEFICIAL OWNER      OF CLASS

 Common             John F. Louma                600,000              6.0%
                    4021 Coachman Lane
                    Prior Lake, MN 55327

 Common             Jerome W. Kutil              261,250              2.5%
                    1217 West Blvd.
                    Rapid City, SD 57701

 Common             Charles H. Kothe             274,447              2.6%
                    1026 Woodridge Drive
                    Rapid City, SD 57701

 Common             John M. Warburton            261,248              2.5%
                    Route 8, Box 910
                    Rapid City, SD 57702

Common              Directors & Officers   1,465,963             14.3%
                    as a Group (6 persons)


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. Persons known holding or
     sharing the power to vote, or to direct the voting of securities described
     above; or persons known to the Company to be the beneficial owner of more
     than ten (10%) percent of any class of the Company's voting securities as
     of July 31, 1998: None, except persons listed in item (a), above.

NON-VOTING SECURITIES. Other persons holding non-voting securities of the
     Company, as of July 31, 1998: None.

OPTION, warrants and rights. Persons holding options, warrants or rights of the
     Company, as of July 31, 1998: None


ITEM 6. INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The following describes all transactions during the previous two years in which
the Company, or any of its subsidiaries, officers, directors, principal security
holders, or any relative, spouse, or relative of a spouse of the foregoing, had
or has any direct or indirect material interest.

PAYMENTS TO CERTAIN OFFICERS AND DIRECTORS AND EXPENSE REIMBURSEMENT

In the fiscal year ending July 31, 1996, the Company settled a workman's
compensation lawsuit claim with a current Director, Mr. John M. Warburton, in
which the Company agreed to pay $61,637, including an initial $25,000 payment
with remaining payments to be paid over the following 24 months. See Part II,
Item 2. "Legal Proceedings."

AGREEMENT OF CERTAIN OFFICERS AND DIRECTORS RELATIVE TO A BONUS

During fiscal year 1995, the Company accrued a $40,000 bonus to be paid to Mr.
John Luoma, an officer and director of the Company. During fiscal 1997, the
Company determined that the bonus had not been fully earned and as such, the
bonus accrual was reversed.

REORGANIZATION OF CORPORATION STRUCTURE AND SALE OF HYDRA-MAC

During the fiscal year ended July 31, 1994, the Company purchased all of The
rights of Hydra-Mac, Inc.'s former commercial banker in a loan and Related
security agreements encumbering all of Hydra-Mac, Inc.'s assets. During the
fiscal year ended July 31, 1995, the Company organized Hydra- Mac International,
Inc. and enforced its rights under the acquired loan and security agreements on
Hydra-Mac, Inc.'s assets and transferred all of its assets to the Company. The
Company has subsequently leased certain of these assets to Hydra-Mac
International, Inc. Effective July 31, 1995, the Company sold the outstanding
shares of Hydra-Mac, Inc. to Hydra-Mac Holding Corporation, which is wholly
owned by Mr. John Luoma, Hydra-Mac president and Chief Executive Officer of the
Company, for a nominal amount. Prior to making the sale of all of its interest
in Hydra-Mac, Inc., the Company secured a fairness opinion from a securities
broker- dealer to the effect that Hydra-Mac, Inc. had little or no value to the
Company.


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                                     PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
        AND OTHER STOCKHOLDER MATTERS

The principal market where the Company's Common Stock is traded is the
over-the-counter market using the call letters of MGRI. There are approximately
3,500 registered holders of the Company's Common Stock. The following includes
the high \ low bid information for each quarter in the last two fiscal years.
The information for the fiscal year 1997 was obtained from a securities
monitoring service on the Internet. The prices for fiscal year 1996 came from
the prior year financial reports:

              Fiscal Year 1998                   Fiscal Year 1997
              ----------------                   ----------------
     Quarter      High Bid  Low Bid          Quarter  High Bid   Low Bid
     -------      --------  -------          -------  --------   -------
     First         .31       .15             First      .41       .13
     Second        .21       .12             Second     .38       .13
     Third         .26       .13             Third      .50       .19
     Fourth        .13       .08             Fourth     .50       .19

These quotations reflect inter-dealer prices, without retail mark-up, mark-down
or commission and may not represent actual transactions. The holders of Common
Stock are entitled to receive dividends when they are declared by the Board of
Directors. To date, the Company has not paid any dividends. The Company
currently intends to retain all future earnings to finance its growth in
operations.


ITEM 2.  LEGAL PROCEEDINGS

In November 1994, John M. Warburton, a Director of the Company, brought A
worker's compensation claim against the Company before the Minnesota Department
of Labor and Industry - Worker's Compensation Division, seeking to recover
disability, medical and rehabilitation benefits for a claimed back injury. In
March of 1995, Mr. Warburton amended his claim to add Hydra-Mac, Inc., as a
party. During fiscal 1996, the Company agreed to pay Mr. Warburton $61,637. Of
this amount, $25,000 was paid during fiscal 1996 with the remaining balance to
be paid over the following two fiscal years on a monthly basis.

In May 1997, the Company was named as a fourth party defendant in a Lawsuit
brought by the estate of a user of a skid steer loader Manufactured by its
former subsidiary, Hydramac, Inc. This case was settled in September 1997 at a
cost of approximately $84,000.

The Company is a defendant in various other actions relating to the business,
some of which involve claims for unspecified damages. Although the ultimate
outcome of these claims cannot be predicted with certainty, the Company believes
that the outcome will not have a material effect on the Company's consolidated
financial statements.


ITEM 3.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

         None


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of fiscal year 1998, no matters were submitted to a
vote of security holders through the solicitation of proxies or otherwise.


11 of 28
<PAGE>


ITEM 5.  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

During the fiscal years ended July 31, 1997 and 1998, the Company was not
Aware of any persons who were required to file Form 3 but did not. Also,
the Company has not received any Statements of Changes of Beneficial
Ownership of Securities on Form 4 from any person during the fiscal years
ended July 31, 1997 and 1998.  Finally, the Company has not received, and
is not aware of, any Annual Statements of Beneficial Ownership of
Securities on Form 5 from any person.


ITEM 6.  REPORTS ON FORM 8-K.

There were no reports on Form 8-K filed during the fourth quarter of fiscal year
1998.


                                    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

         Financial Data Schedule                                      27


ITEM 2.  DESCRIPTION OF EXHIBITS

Item 2.  Charter and Bylaws:


     (a)  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)

     (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:

     (a)  Final Revised Third Amended Plan of Reorganization dated March 23,
          1987, and signed By Douglass W. Steiger,


12 of 28
<PAGE>


          President, Hydra-Mac, Inc. (1)

     (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)

     (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)

     (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)

     (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 Corporation,
          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)

5.4  (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)

5.5  (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:

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



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<PAGE>


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

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

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

     (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

          Financial Data Schedule

     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.


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<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.

                                  MAGNUM RESOURCES, INC.

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

                                      DATE: February 15, 2000

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: February 15, 2000

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

                                      DATE: February 15, 2000

                                  BY: /s/ Jerome W Kutil
                                      Jerome W. Kutil, Director and
                                      Treasurer of the Board

                                      DATE: February 15, 2000

                                  BY: /s/ John M Warburton
                                      John M. Warburton, Director

                                      DATE: February 15, 2000


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<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Magnum Resources, Inc.

     We have audited the accompanying consolidated balance sheets of Magnum
Resources, Inc. (a Delaware corporation) and subsidiaries as of July 31, 1998
and 1997, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years then ended. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Magnum
Resources, Inc. and subsidiaries as of July 31, 1997 and 1996, and The
consolidated results of their operations and their consolidated cash flows for
the years then ended in conformity with generally accepted accounting
principles.

                                           /s/ Grant Thornton LLP

Minneapolis, Minnesota
October 21, 1998


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<PAGE>


                             MAGNUM RESOURCES, INC.

                           CONSOLIDATED BALANCE SHEETS

                                    JULY 31,


     ASSETS (note C)                               1998            1997
                                               -----------     -----------
CURRENT ASSETS
   Cash                                        $       -0-     $     7,000
   Accounts receivable, less allowance for
   Doubtful accounts of $64,000 in 1998 and
   $24,000 in 1997                               3,012,000       1,455,000

   Inventories                                   2,780,000       1,845,000
   Prepaid expenses and other                      100,000          66,000
                                               -----------     -----------

                Total current assets             5,892,000       3,373,000

PROPERTY, PLANT AND EQUIPMENT - AT COST

   Land                                             98,000          98,000
   Buildings and improvements                    1,356,000       1,295,000
   Machinery and equipment                       3,079,000       2,522,000
                                               -----------     -----------
                                                 4,533,000       3,915,000

   Accumulated depreciation and
   amortization (note A)                        (2,262,000)     (1,906,000)
                                               -----------     -----------
                                                 2,271,000       2,009,000

OTHER ASSETS                                        30,000          41,000
                                               -----------     -----------

                                               $ 8,193,000     $ 5,423,000
                                               ===========     ===========


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<PAGE>


                             MAGNUM RESOURCES, INC.

                     CONSOLIDATED BALANCE SHEETS - CONTINUED

                                    JULY 31,


     LIABILITIES AND
     STOCKHOLDERS' EQUITY                           1997             1996
                                                 -----------     -----------

CURRENT LIABILITIES
   Revolving note payable to bank                $ 2,800,000     $ 1,190,000
   Current maturities of long-term
   obligations (note D)                              390,000         144,000
   Accounts payable (note A)                       1,761,000       1,187,000
   Accrued liabilities
     Compensation and related costs                  306,000         156,000
     Warranty costs (note A)                          86,000          70,000
     Real estate taxes                                95,000          37,000
     Other                                           207,000         226,000
                                                 -----------     -----------
                Total current liabilities          5,645,000       3,010,000

LONG-TERM OBLIGATIONS, less current
   maturities                                        593,000         434,000

DEFERRED INCOME TAXES                                 60,000          84,000

COMMITMENTS AND CONTINGENCIES                             --              --

STOCKHOLDERS' EQUITY

   Preferred stock, par value $.01 per share;
   5,000,000 shares authorized; no shares
   issued or outstanding                                  --              --
   Common stock, par value $.01 per share;
   50,000,000 shares authorized; shares
   issued and outstanding, 10,354,337 in
   1997; 10,252,337 in 1996                          104,000         104,000
   Additional paid-in capital                      7,872,000       7,872,000
   Accumulated deficit                            (6,081,000)     (6,081,000)
                                                 -----------     -----------
                                                   1,895,000       1,895,000
                                                 -----------     -----------

                                                 $ 8,193,000     $ 5,423,000
                                                 ===========     ===========


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<PAGE>


                             MAGNUM RESOURCES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                              YEARS ENDED JULY 31,

<TABLE>
<CAPTION>
                                                                 1998             1997
                                                             ------------     ------------
<S>                                                          <C>              <C>
Net sales (notes A and H)                                    $ 13,667,000     $ 10,939,000

Cost of goods sold                                             10,463,000        8,557,000
                                                             ------------     ------------
                Gross profit                                    3,204,000        2,382,000

Operating expenses
   Selling, general and administrative                          2,932,000        1,945,000
   Research, development and engineering                          167,000          223,000
                                                             ------------     ------------
                                                                3,099,000        2,168,000
                                                             ------------     ------------
                Operating income (loss)                           105,000          214,000

Other income (expense)
   Interest expense                                              (315,000)        (148,000)
   Other                                                           (1,000)          18,000
                                                             ------------     ------------
                                                                 (316,000)        (130,000)
                                                             ------------     ------------

                Earnings (loss) before income taxes              (211,000)          84,000

Income tax benefit (note E)                                        20,000           12,000
                                                             ------------     ------------

                NET EARNINGS (LOSS)                              (191,000)    $     96,000
                                                             ============     ============

Discontinued operations
  Earnings (loss) from operations of discontinued
   Automated business products segment                             98,000           (4,000)
  Gain on disposal of automated business products segment          93,000               --
                                                             ------------     ------------
Earnings (loss) from discontinued operations                      191,000           (4,000)
                                                             ------------     ------------

               NET EARNINGS                                  $         --     $     92,000
                                                             ============     ============

Net earnings (loss) per common share from continuing
 Operations - basic and diluted                              $       (.02)    $        .01
Earnings per common share from discontinued
 Operations - basic and diluted                                       .02               --
                                                             ------------     ------------

Net earnings per commom share - basic and diluted            $         --              .01
                                                             ============     ============

Weighted average common shares outstanding                     10,354,337       10,252,677
                                                             ============     ============
</TABLE>

The accompanying notes are an integral part of these statements.


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<PAGE>

                             MAGNUM RESOURCES, INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                       YEARS ENDED JULY 31, 1998 AND 1997

<TABLE>
<CAPTION>
                                                  Common stock          Additional
                                          --------------------------      paid-in      Accumulated
                                             Shares         Amount        capital        deficit          Total
                                          -----------    -----------    -----------    -----------     -----------
<S>                                        <C>           <C>            <C>            <C>             <C>
Balances at August 1, 1996                 10,252,337    $   103,000    $ 7,831,000    $(6,173,000)    $ 1,761,000

 Settlement of note payable                    63,000          1,000         41,000             --          42,000

 Shares issued for services related to
  An offering                                  39,000             --             --             --              --

  Net earnings                                     --             --             --         92,000          92,000
                                          -----------    -----------    -----------    -----------     -----------

Balances at July 31, 1997                  10,354,337        104,000      7,872,000     (6,081,000)      1,895,000

  Net Earnings                                     --             --             --             --              --
                                          -----------    -----------    -----------    -----------     -----------
Balances at July 31, 1998                  10,354,337    $   104,000    $ 7,872,000    $(6,081,000)    $ 1,895,000
</TABLE>


The accompanying notes are an integral part of these statements.


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<PAGE>


                             MAGNUM RESOURCES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                              YEARS ENDED JULY 31,

<TABLE>
<CAPTION>
                                                                 1998             1997
                                                             ------------     ------------
<S>                                                          <C>              <C>
Cash flows from operating activities:
   Net earnings (loss)                                       $         --     $     92,000
   Adjustments to reconcile net earnings (loss) to
     net cash from operating activities:
       Depreciation and amortization                              390,000          305,000
       Discontinued operations                                   (191,000)           4,000
       Deferred income taxes                                      (24,000)         (12,000)
       Changes in operating assets and liabilities:
         Accounts receivable                                   (1,404,000)        (954,000)
         Inventories                                             (935,000)        (546,000)
         Prepaid expenses and other                               (23,000)          38,000
         Accounts payable                                         621,000          625,000
         Accrued liabilities                                      205,000          (79,000)
                                                             ------------     ------------
                Net cash used in operating activities          (1,361,000)        (527,000)

Cash flows from investing activities:
   Purchase of property, plant and equipment                     (598,000)        (516,000)
   Other assets                                                        --           (6,000)
   Discontinued operations                                         38,000           (4,000)
                                                             ------------     ------------
                Net cash used in investing activities            (560,000)        (526,000)

Cash flows from financing activities:
   Cash overdraft                                                 (47,000)         (68,000)
   Borrowings on revolving note payable to bank                16,091,000        9,612,000
   Payments on revolving note payable to bank                 (14,481,000)      (8,539,000)
   Proceeds from issuance of long-term obligations                528,000          319,000
   Payments on long-term obligations                             (177,000)        (276,000)
                                                             ------------     ------------
                Net cash provided by financing activities       1,914,000        1,048,000
                                                             ------------     ------------

Net decrease in cash                                               (7,000)          (5,000)

Cash at beginning of year                                           7,000           12,000
                                                             ------------     ------------
Cash at end of year                                          $         --     $      7,000
                                                             ============     ============
</TABLE>


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<PAGE>


                             MAGNUM RESOURCES, INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                              YEARS ENDED JULY 31,

<TABLE>
<CAPTION>
                                                                            1998         1997
                                                                        ----------    ----------
<S>                                                                     <C>           <C>
Supplemental disclosures of cash flow information:
     Cash paid during the year for interest                             $  316,000    $  161,000

Supplemental schedule of noncash investing and financing activities:
     Capital lease obligations incurred for machinery
        and equipment                                                       54,000       271,000
     Note payable settled through the issuance of common stock and
        options to purchase common stock                                        --        42,000
</TABLE>

The accompanying notes are an integral part of these statements.


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<PAGE>


                             MAGNUM RESOURCES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       YEARS ENDED JULY 31, 1997 AND 1996

NOTE A  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Magnum Resources, Inc. ("MRI"), through its subsidiaries in Thief River
     Falls, Minnesota, and Wahpeton, North Dakota (collectively, the "Company"),
     Operates in a single industry segment related to the manufacture of
     skid-steer loaders for comercial and agricultural use. The Company's
     products are sold predominately throughout the United States utilizing an
     independent dealer network and in-house sales people.

     A summary pf the Company's significant accounting policies consistently
     applied in the preparation of the accompanying consolidated financial
     statements follows:

Principles of Consolidation

     The consolidated financial statements include the accounts of MRI and its
     wholly-owned subsidiaries. All significant intercompany balances and
     transactions have been eliminated in consolidation.

     Accounts Receivable

     The Company grants credit to customers in the ordinary course of business,
     but generally does not require collateral or any other security to support
     amounts due. Management performs on-going credit evaluations of customers.
     The Company maintains allowances for potential credit losses, which have
     been sufficient for losses recognized due to uncollected accounts.

     Inventories

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

     Property, Plant and Equipment

     Depreciation is provided in amounts that relate the cost of depreciable
     assets to operations over their estimated service lives on a straight-line
     basis. Estimated service lives are 30 years for buildings, 20 years for
     building improvements and 3-7 years for machinery and equipment.
     Straight-line and accelerated methods are used for income tax reporting
     purposes.


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<PAGE>


NOTE A  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  -  Continued

     Cash Overdraft

     The Company, at times, issues checks prior to funding the bank account upon
     which the checks are drawn. The Company funds the cash overdraft through
     additional borrowings on the revolving note payable to bank (note D). Cash
     overdrafts are classified with accounts payable on the balance sheet at
     July 31, 1998 and 1997.

     Product Warranties

     The Company provides for estimated warranty costs at the time of sale.

     Revenue Recognition

     The Company recognizes revenue at the time the goods are shipped to its
     customers.

     Net Earnings (Loss) Per Common Share

     Basic net earnings per common share is computed by dividing net earnings by
     the weighted average common shares. Diluted net earnings per share is
     computed by dividing net earnings by the weighted average number of
     outstanding common shares and common share equivelants relating to stock
     options when dilutive. Diluted net earnings per share for the years ended
     July 31, 1998 and 1997 is the same as basic net earnings per share due to
     the antidilutive effect of stock options outstanding. Options to purchase
     63,000 and 8,333 share with weighted average exercise prices of $.32 and
     $.25 were outstanding during the years ended July 31, 1998 and 1997, but
     were excluded because they were antidilutive.

     Stock-Based Compensation

     The Company utilizes the intrinsic value method of accounting for its
     employee stock-based compensation.

NOTE A  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  -  Continued

     Use of Estimates

     Preparation of the consolidated financial statements in conformity with
     generally accepted accounting principles requires management to make
     estimates and assumptions that affect reported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the financial statements and the reported amounts of revenues and
     expenses during the reporting period. Actual results could differ from
     those estimates.

NOTE B - DISCONTINUED OPERATIONS

     In July 1998, the Company accepted an offer to sell Magnum Business
     Systems,Inc., its business automation products segment to the current
     managers of the business for $252,000 cash. The Company's gain on the sale
     was $93,000. The segment income from operations of $98,000 for the year
     ending July 31, 1998 is recorded as discontinued operations and includes
     sales of $2,782,000.

NOTE C - INVENTORIES

     Inventories consist of the following at July 31:

<TABLE>
<CAPTION>
                                                               1998            1997
                                                            ----------      ----------
<S>                                                         <C>             <C>
     Service parts and raw and work-in-process materials    $1,653,000      $1,077,000
     Work-in-process labor and overhead                        153,000         170,000
     Finished goods                                            974,000         598,000
                                                            ----------      ----------
                                                            $2,780,000      $1,845,000
                                                            ==========      ==========
</TABLE>


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<PAGE>


NOTE D  -  REVOLVING NOTE PAYABLE TO BANK

     Revolving notes payable to bank consists of borrowings under two revolving
     note Arrangements. The total funds available under the first note are the
     lesser od $1,200,000 or a defined borrowing base of 80% of eligible
     receivables and 60% of finished goods inventory. Interest is payable
     monthly at 5.25% and 6.5% over the banks prime rate at July 31, 1998 and
     1997, respectively (effective rates of 13.75% and 15.0% at July 31, 1998
     and 1997), subject to a minimum interest charge of $37,500 per year.
     Amounts due at July 31, 1998 and 1997 were $2,309,000 and $1,190,000,
     respectively.

     On June 17, 1998, the Company obtained an additional revolving note payable
     with the total available funds of $500,000. Interest is payable monthly at
     2.0% over prime rate (effective rate of 10.5% at July 31, 1998). The
     revolving note is secured by specific inventory and expires on June 17,
     2001. The balance outstanding at July 31, 1998 was $491,000.

     In September 1998, the Company negotiated a line of credit with a new
     lender. The total funds available under this note are the lessor of
     $2,750,000 or the sum of 80% of qualified accounts receivable, 85% of
     qualified finished goods inventory and 60% of qualified raw material and
     work in process inventory. Interest is payable monthly at .75% over the
     prime rate. The revolving note is collarteralized by substantially all of
     the assets of the Company, contains certain restrictive covenants and is
     due in September 2001. Funds available were used to repay the Company's
     July 31, 1998 outstanding revolving note payable of $2,309,000.

     The loan agreements contain certain restrictive covenants regarding minimum
     levels of equity, limitations on dividends, and certain financial ratios.
     At July 31, 1998, the Company was in violation of certain covenants for
     which waivers have not been obtained. These violations allow the lender to
     call the amounts due on demand.

     Subsequent to negotiating the September 1998 line of credit, the Company
     was in violation of the certain covenants under the agreement for which
     waivers have not been obtained. These violations allow the lender to call
     the amounts due on demand. Therefore, this debt has been classified as a
     current liability.

NOTE E  -  LONG-TERM OBLIGATIONS

     Long-term obligations consist of the following:

<TABLE>
<CAPTION>
                                                                         1998          1997
                                                                        ------        -----
<S>                                                                   <C>           <C>
     Note payable to finance company, due various dates
     through July 2003, payable in monthly installments
     includine interest ranging from 8.9% to 12.5%,
     collateralized by equipment and                                  $709,000      $275,000

     Capital lease obligations for equipment - due various
     dates through November 2002, payable in monthly installments
     including imputed interest ranging from 6.5% to 20.5%             259,000       274,000

     Other                                                              15,000        29,000
                                                                      --------      --------
                                                                       983,000       578,000
                 Less current maturities                               390,000       144,000
                                                                      --------      --------
                                                                      $593,000      $434,000
                                                                      ========      ========
</TABLE>


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<PAGE>


Annual maturities of long-term obligations for each of the years ending July 31
are as follows:

                                             $390,000
                                              211,000
                                              208,000
                                              140,000
                                               34,000
                                            ---------
                                             $983,000
                                            =========

Management believes the fair value of the long-term obligations approximates the
carrying value based upon rates currently available with similar terms.

Machinery and equipment includes the following amounts under capitalizated
leases at July 31:

                                       1998           1997
                                    ---------       --------
     Cost                           $ 433,000       $379,000
     Accumulated depreciation        (172,000)       (97,000)
                                    ---------       --------
                                    $ 261,000       $282,000
                                    =========       ========

NOTE F  -  INCOME TAXES

     Income tax benefit (expense) consists of the following:

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

     Current                        $(4,000)       $    --
     Deferred                        24,000         12,000
                                    -------        -------

                                    $20,000        $12,000
                                    =======        =======

     The effective income tax rates are less than the Federal statutory income
tax rate due primarily to the change in the Company's valuation allowance.

The tax effects of cumulative temporary differences are as follows at July 31:

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

      Deferred tax assets
        Inventory                                 $ 142,000      $ 105,000
        Accrued warranty costs                       34,000         28,000
        Other                                        40,000         24,000
        Net operating loss carryforwards            324,000        406,000
                                                  ---------      ---------
                                                    540,000        563,000
        Valuation allowance                        (360,000)      (382,000)
                                                  ---------      ---------

      Net deferred tax asset                        180,000        181,000

      Deferred tax liabilities
        Depreciation                               (240,000)      (265,000)
                                                  ---------      ---------

      Net deferred tax liability                  $ (60,000)     $ (84,000)
                                                  =========      =========


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<PAGE>

     At July 31, 1998, the Company has net operating loss carryforwards, which
     expire beginning in 2008. Due to changes in the Company's stock ownership,
     utilization of the Company's net operating loss carryforwards have been
     restricted to approximately $810,000.

NOTE G  -  COMMITMENTS AND CONTINGENCIES

     Operating Leases

     The Company leases equipment and office space under operating leases
     expiring on various dates through July 2002. In addition to rent, the
     Company is generally required to pay insurance, taxes and other operating
     and maintenance costs. Rent expense totaled $60,000 and $58,000 in 1998 and
     1997. Future minimum rental commitments under these operating leases are as
     follows:

                1999                                     60,000
                2000                                     57,000
                2001                                     12,000
                2002                                      2,000
                                                       --------
                                                       $131,000
                                                       ========

     Litigation

     During 1997, the Company was named as a defendant in a lawsuit. Subsequent
     to July 31, 1997, this case was settled. The Company's portion of the
     settlement was approximately $84,000.

     The Company is subject to legal proceedings and claims which arrise In the
     ordinary course of business. In the opinion od management, The ultimate
     outcome of these matters will not be material to the Consolidated financial
     statements.

NOTE H  -  STOCKHOLDERS' EQUITY

Common Stock Issuances

     During 1997, the Company settled a note payable to its corporate legal
     counsel through the issuance of common stock and an option to purchase
     63,000 shares of common stock. The excess of the note payable balance over
     the fair value of the issued common stock and options to purchase common
     stock has been recorded as additional paid-in capital. The option had an
     exercise price of $.32, was fully vested on the date of the grant, and
     expired on July 31, 1998.

     During 1997, the Company issued 39,000 shares of common stock to its
     corporate counsel in exchange for services to be performed relating to a
     future financing transaction. The shares were forfieted back to the Company
     on July 31, 1998, because certain events did not occur.

NOTE I  -  FOREIGN SALES

     The Company had foreign sales to customers located in the following
     geographic areas for the years ended July 31, 1998 and 1997:

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

     Canada                                           $212,000    $283,000
     Central America                                   405,000     224,000
     Other (primarily Europe and South America)        404,000     151,000
                                                    ----------    --------

                                                    $1,021,000    $658,000
                                                    ==========    ========


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     All foreign sales are denominated in U.S. currency.

NOTE J  -  EMPLOYEE BENEFIT PLAN

     The Company adopted a 401(k) employee savings and profit sharing plan
     effective January 1, 1997. The plan covers employees who have completed six
     months of service, as defined in he plan, and who have attained the age of
     20. The plan provides for employee salary deferrals and discretionary
     Company matching and profit sharing contributions. The Company matches 100%
     of employee salary deferrals, up to 3% of employees' salaries. Total
     Company contributions for the years ended July 31, 1998 and 1997 were
     $41,000 and $32,000.

NOTE K - RISKS AND UNCERTAINTIES

     The Year 2000 issue relates to limitations in computer systems and
     applications that may prevent proper recognition of the Year 2000. The
     potential effect of the Year 2000 issue on the Company and its business
     partners will not be fully determinable until the year 2000 and thereafter.
     If Year 2000 modifications are not properly completed either by the Company
     or entities with whom the Company conducts business, the Company's revenues
     and financial condition could be adversely impacted.


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