SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-KSB

     [X]  Annual report under Section 13 or 15(d) of the
                  Securities Exchange Act of 1934
               For the year ended December 31, 1999
                               OR
     [  ] Transition report under Section 13 or 15(d) of the
                Securities Exchange Act of 1934
                Commission File Number:  0-21394
               Developed Technology Resource, Inc.

            Minnesota                                  41-1713474
     State of Incorporation            I.R.S. Employer Identification No.

                 7300 Metro Boulevard, Suite 550
                     Edina, Minnesota  55439
              Address of Principal Executive Office

                         (952) 820-0022
                    Issuer's Telephone Number

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

 Securities registered pursuant to Section 12(g) of the Exchange
                              Act:
             Common Stock, $0.01 par value per share

Check whether the Issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the  past
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

Check if no disclosure of delinquent filers pursuant to Item  405
of  Regulation S-B contained in this form, and no disclosure will
be  contained, to the best of the registrant's knowledge, in  the
definitive  proxy  or  information  statements  incorporated   by
reference  in  Part III of this Form 10-KSB or any  amendment  to
this Form 10-KSB  {  }

Issuer's revenues for its most recent year:  $1,150,373

As  of   April 7, 2000, 930,820 shares of the Registrant's Common
Stock were outstanding.  The aggregate market value of the Common
Stock  held  by  non-affiliates of the registrant on  such  date,
based  upon the closing bid price of the Common Stock as reported
by  the  OTC  Bulletin Board on April 7, 2000 was $931,025.   For
purposes  of  this computation, affiliates of the registrant  are
deemed  only  to  be  the  registrant's  executive  officers  and
directors.  See Item 11.


               DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for its 2000 annual
Meeting of Shareholders are incorporated by reference in Part
III.

<PAGE>

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS

General

     Developed Technology Resource, Inc. (the Company or DTR) was
incorporated  on November 13, 1991 in the State of  Minnesota  to
locate potentially viable technologies in the former Soviet Union
(fSU) for transfer and sale to companies in the West. During  the
first  two  years of operations, the Company experienced  limited
success in technology transfer and shifted its focus to the  sale
and  distribution  of  aviation security equipment  in  the  fSU.
During  the first quarter of 1996, the Company sold its  aviation
security  sales  and  service business to Gate  Technologies  for
$810,000  in order to shift its focus to managing and  developing
food processing operations in the fSU.

     In  1995,  the  Company formed a 50/50 joint venture  called
FoodMaster Corporation (hereinafter FoodMaster) with Ak-Bulak,  a
dairy  just outside Almaty, Kazakhstan to produce and sell yogurt
and other dairy products.    In January 1997, FoodMaster formed a
joint  venture in Akmola (now called Astana), the new capital  of
Kazakhstan,  and  began  production of  dairy  products  at  this
location in March 1997.

     On   March   3,   1997,   DTR   and  Agribusiness   Partners
International L.P. (API) established the FoodMaster International
LLC  (FMI)  joint venture to acquire and operate dairy processing
facilities in the fSU. For a 40% interest in FMI, DTR contributed
its  50%  ownership  in  FoodMaster,  an  option  to  acquire  an
additional 40% ownership in FoodMaster, and its opportunities for
a  future  acquisition  of a dairy in Moldova.  Exercise  of  the
option by FMI in March 1997 increased the ownership in FoodMaster
to  90%.  For a 60% interest in FMI, API agreed to contribute  $6
million  dollars, which was paid to FMI between  March  1997  and
June  1998  to  further develop FMI's existing and  future  dairy
operations  in  the  fSU.  On September 11,  1998,  DTR  and  API
amended  the  FMI  joint  venture  agreement  to  allow  API   to
contribute an additional $6 million dollars for an additional 10%
ownership.  This additional contribution was paid to FMI  between
September 1998 and April 1999.  As of December 31, 1999 and 1998,
DTR  owned 30% and 33% of FMI, respectively and API owned 70% and
67% of FMI, respectively based on API's additional contributions.
The  investment  proceeds  received by  FMI  were  used  to  fund
expansion  of existing facilities and to acquire five  additional
subsidiaries between 1998 and 1999.  DTR has a right  to  receive
up  to  6%  additional  ownership interest in  FMI  by  achieving
certain  defined  rates of returns for API upon  API's  transfer,
liquidation  or sale of their ownership interest  in  FMI.  Until
November 15, 1999, DTR managed the day-to-day operations  of  FMI
under an exclusive management contract.  After November 15, 1999,
API  and DTR agreed to allow FMI to be self-managing with its own
direct management team.

     All   of   FMI's  subsidiaries  are  operating  plants   for
manufacturing  dairy products such as milk, yogurt,  cheese,  and
ice   cream   or   distribution  companies  to   facilitate   the
distribution of these products.  The following table  sets  forth
FMI's  ownership percentage in its subsidiaries at  December  31,
1999 and December 31, 1998:

                                                     December 31,December 31,
Company Name                      Location               1999       1998
FoodMaster Corporation(a)         Almaty, Kazakhstan    72.06%     90.00%
FoodMaster NC(b)                  Astana, Kazakhstan     0.00%     20.00%
Fabrica produse lactate Hincesti  Hincesti, Moldova     81.64%     80.50%
Soroca Cheese Factory             Soroca, Moldova       60.11%     60.11%
JSC Bilosvit-Uman                 Uman,  Ukraine        66.04%     62.88%
FoodMaster Kyiv(c)                Kyiv,  Ukraine       100.00%    100.00%

<PAGE>

          (a)  FoodMaster Corporation is the parent corporation
               of 5 other dairy related companies.
          (b)  FoodMaster Corporation now owns 100% of FoodMaster NC.
          (c)  Denotes distribution company only.

     In November 1997, DTR's Board of Directors authorized
500,000 stock options to be awarded to Mssrs Hupp and Sagadiev
over a five-year period as incentive compensation to build the
dairy processing business in the former Soviet Union.  At the
same time, the board voted to establish a wholly-owned subsidiary
called SXD, Inc. to which these stock options would not
participate.   DTR's minority interest in Phygen, Inc., a coating
technology business, its contractual rights to possible revenue
from the cancer detection technology being developed by Armed,
and the x-ray tube distribution business were transferred to SXD.
Additionally, DTR transferred $800,000 in cash and receivables to
SXD.   Since November 1997, DTR's Board sought investment
opportunities for SXD outside of the former Soviet Union in an
effort to maximize shareholder value.  Following the termination
of the x-ray tube distribution business in March 1999 and DTR's
needs for continued operations, the Board of Directors voted in
January 2000 to liquidate SXD by transferring all of the assets,
ownership interests, and liabilities back to DTR in complete
redemption of the outstanding common stock.  The outstanding
stock options of Mssrs Hupp and Sagadiev were reduced by 17%
following the transfer of the assets back to DTR.

     During 1999, DTR verbally agreed to convert $123,305 of  its
receivable from Savory Snacks LLC to a 67% ownership interest  in
Savory  Snacks  LLC.   During the process  of  negotiations,  the
Company  decided to delay their purchase until 2000  when  it  is
anticipated that some additional investors may take an  ownership
interest in Savory Snacks.  This Wisconsin-based company develops
and acquires snack food companies in the former Soviet Union.


Ongoing Business Strategy

      The  Company's  strategy  is to  develop  additional  dairy
processing and snack food businesses in the former Soviet  Union.
The  Company  will explore partnerships with strategic  investors
and financial investors to this end.


Business Operations

Dairy and Food Processing

     Until November 1999, DTR managed all of the dairy operations
and  distribution companies owned by FMI.  These dairy operations
manufacture  and  sell  a  variety of different  dairy  products,
including  but not limited to kefir, yogurt, cheese,  ice  cream,
ice pops, butter and sour cream. In November 1999, DTR agreed  to
terminate  its management agreement with FMI in order  to  pursue
other opportunities and to allow FMI to be self-managed.  Some of
DTR's  foreign  managers were offered positions  with  FMI  while
others  were released.   Future management arrangements with  FMI
will be based on a specific need basis as agreed upon by the  FMI
Board of Directors. In 2000, DTR will seek to further develop its
food processing business.


Food Packaging Equipment

      In  November  1994,  the Company signed  an  International
Distribution  Agreement with NiMCO Corporation of Crystal  Lake,
Illinois, granting the Company exclusive rights to sell  certain
NiMCO  food packaging products in most areas of the  fSU.   This
exclusivity expired on December 31, 1996.  DTR is no  longer  in
the  business of distributing equipment.  However, DTR may, from
time-to-time, purchase US equipment and resell it mainly to  its
foreign  subsidiaries.   Sales  from  food  packaging  equipment
accounted for 7.8% of DTR's revenues for the year ended December
31,  1998.   There were no sales of food packaging equipment  in
1999.

X-ray Tubes

      The Company distributed x-ray tubes through SXD, Inc. under
an   exclusive   distribution  agreement  with   Svetlana-Rentgen
("Svetlana"),  a  company located in the fSU  until  March  1999.
Revenues  from  the sale of x-ray tubes accounted  for  4.3%  and
17.4%  of  DTR's total revenues for the years ended December  31,
1999  and  1998, respectively. After March 1999, the Company  was
forced  to  lower its prices to a level that would not  be  worth
continuing this business.  Therefore, the Company did  not  renew
its purchase or sales contracts after March 1999.


Competition

Dairy  and Food Processing  The FMI subsidiary operations compete
under  the FMI local brand names of FoodMaster, Alba and Bilosvit
with  several  local companies, as well as foreign  importers  of
dairy   products.   However,  the  Company  believes  that  FMI's
products   are   superior   to  local  competitors   and   priced
competitively with imports.  The FoodMaster name along  with  the
local  specialty brand names are recognized as quality  products.
In  Almaty,  Kazakhstan,  FoodMaster's fluid  milk  products  are
estimated to hold a greater than 50% market share.

Food   Packaging  Equipment   Manufacturers  producing  competing
equipment  of similar performance to the NiMCO line of  equipment
include  Tetra-Laval of Sweden, Elo-Pak of Norway,  International
Paper  of  the United States, Pastu-Pack of the UK, and Galdi  of
Italy.   Some  of these companies have been selling equipment  in
the  fSU  for more than 20 years.  The Company does not currently
have  a  measurable  market share.  At  this  time,  DTR  is  not
focusing   on  selling  equipment  to  parties  other  than   FMI
subsidiaries on an "as needed" basis.

X-Ray  Tubes   There are many foreign importers of this  type  of
product.   In 1999, the pressure from the foreign importers  made
the  Company  lower  its prices to a level  that  was  not  worth
continuing.   As  this business was not the  main  focus  of  the
Company's  current strategy in the dairy and snack food business,
it decided to exit the market.


Principal Suppliers

Dairy  and  Food  Processing  Suppliers to the  dairy  operations
consist of numerous dairy farmers located in the vicinity of  the
dairy production facilities.  In addition, FMI receives packaging
supplies  from  many suppliers throughout Europe and  the  United
States.

Food  Packaging Equipment  NiMCO, based in Crystal Lake, IL,  was
the   sole  supplier  of  packaging  equipment  for  dairy  based
products.

X-ray  Tubes  Svetlana Rentgen (Svetlana), based in the fSU,  was
the exclusive supplier of tubes.  In accordance with its plan  to
phase  out  this  operating  division,  the  Company  ended   its
relationship with Svetlana in March 1999.


Major Customers

      For  the year ended December 31, 1999 and 1998, the Company
recorded  net  sales of $48,900 and $440,942, respectively.   The
following table sets forth the name and location of each customer
who accounted for 10% or more of the Company's sales for 1999 and
1998, respectively:

                                                  Percentage of Sales
                                                 Year Ended Year Ended
                                                 December 31,December 31,
Customer Name                   Location             1999     1998
EG&G  Astrophysics              Long Beach, CA       38.7%    47.1%
Control Screening               Fairfield,  NJ       61.3%    21.8%
FoodMaster International  LLC   Edina,  MN            0.0%    30.5%


Governmental Regulations

     The Company's principal revenue-generating business activity
in 1999 and 1998 was managing the FMI subsidiaries' manufacturing
and  selling  of  dairy products in the fSU.   The  governmental,
political, social, and legal structures within countries  of  the
fSU  are evolving. In general, business must comply with decrees,
laws,  and  instructions  issued from a multitude  of  government
bodies at the national and local levels.

      The government regulations that most affect the Company and
its  subsidiaries  are  in the areas of  taxation,  currency  and
customs  regulation, business registration, and labor  laws.   To
the  best  of  management's knowledge, the  Company  is  in  full
compliance with the laws in all the countries of the fSU in which
business  is conducted, and as necessary, may seek legal  counsel
in  the United States or from local counsel in the applicable fSU
country.


Employees

      As  of April 7, 2000, DTR had three full-time employees  in
its  office  in  Edina,  Minnesota.   After  the  change  in  the
management  of  FMI  in  November 1999, all  employees  now  work
directly for the subsidiaries rather than for DTR. The Company is
not  a  party  to  any collective bargaining  agreements  and  it
considers its employee relations to be satisfactory.



ITEM 2.   DESCRIPTION OF PROPERTY

      The  Company's corporate headquarters are located in Edina,
Minnesota.   The Company leases 1,009 square feet  at  a  monthly
base  rent  ranging from $1,514 to $1,682 over a 60  month  lease
term that expires on April 30, 2002.



ITEM 3.   LEGAL PROCEEDINGS

       There  are  no  material  legal  proceedings  pending   or
threatened against the Company as of December 31, 1999 or  as  of
the date of filing of this Form 10-KSB.

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

       On   November  18,  1999,  the  Company  held  its  annual
shareholder meeting in order to elect the directors for the year.
Due  to  a lack of quorom, the meeting was adjourned.  The former
Board of Directors including  Peter Hauser, Roger Schnobrich  and
John  Hupp  will  retain their positions until  the  next  annual
meeting that will be held in 2000.

       No   other  matters  were  submitted  to  a  vote  of  the
shareholders during the fourth quarter ended December 31, 1999.


<PAGE>

                             PART II

ITEM  5.    MARKET  FOR  COMMON EQUITY  AND  RELATED  STOCKHOLDER
MATTERS

     Since  the first quarter of 1996, the Company's Common Stock
has  been  quoted on the OTC Bulletin Board under the  symbol  of
DEVT.   The following table sets forth the low and the  high  bid
prices  for  each quarter as reported on the OTC  Bulletin  Board
during the years ended December 31, 1999 and 1998.

                                            Bid Price
          Calendar 1999
                                     Low            High
          First Quarter           $   1           $  3 7/32
          Second Quarter              1 1/2          3 15/32
          Third Quarter               0 3/4          2 17/32
          Fourth Quarter              0 3/4          1 3/4

          Calendar 1998
          First Quarter           $   2 1/2       $  3 1/8
          Second Quarter              2 1/2          6
          Third Quarter               2 9/32         5 1/8
          Fourth Quarter              3              6 7/8

      As  of  April  7, 2000, the Company had 56 shareholders  of
record  of  its  Common Stock.  The Company estimates  there  are
approximately  450  beneficial owners of its Common  Stock.   The
transfer  agent  for the Company's Common Stock is  Norwest  Bank
Minnesota,  N.A.,  161 North Concord Exchange,  South  St.  Paul,
Minnesota,  55075-0738, telephone: (800) 468-9716 or  (651)  450-
4058.

     The Company has never declared nor paid any dividends on its
Common  Stock. The Board of Directors presently intends to retain
all  earnings, if any, for use in the Company's business  in  the
foreseeable  future.  Any future determination as to  declaration
and  payment of dividends will be made at the discretion  of  the
Board of Directors.

<PAGE>

ITEM  6.    MANAGEMENT'S  DISCUSSION AND  ANALYSIS  OF  FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Statements other than current or historical information  included
in  this  Management's Discussion and Analysis and  elsewhere  in
this  Form  10-KSB,  in  future filings by  Developed  Technology
Resource,  Inc.  (the  Company or DTR) with  the  Securities  and
Exchange  Commission  and  in  DTR's  press  releases  and   oral
statements  made  with  the  approval  of  authorized   executive
officers, should be considered "forward-looking statements"  made
pursuant  to the safe harbor provisions of the Private Securities
Litigation  Reform Act of 1995.  These statements are subject  to
certain  risks and uncertainties that could cause actual  results
to differ materially from historical earnings and those presently
anticipated or projected.  DTR wishes to caution the  reader  not
to place undue reliance on any such forward-looking statements.

     On   March   3,   1997,   DTR   and  Agribusiness   Partners
International L.P. (API) established the FoodMaster International
LLC  (FMI)  joint venture to acquire and operate dairy processing
facilities in the fSU. For a 40% interest in FMI, DTR contributed
its  50%  ownership  in  FoodMaster,  an  option  to  acquire  an
additional 40% ownership in FoodMaster, and its opportunities for
a  future  acquisition  of a dairy in Moldova.  Exercise  of  the
option by FMI in March 1997 increased the ownership in FoodMaster
to  90%.  For a 60% interest in FMI, API agreed to contribute  $6
million  dollars, which was paid to FMI between  March  1997  and
June  1998  to  further develop FMI's existing and  future  dairy
operations  in  the  fSU.  On September 11,  1998,  DTR  and  API
amended  the  FMI  joint  venture  agreement  to  allow  API   to
contribute an additional $6 million dollars for an additional 10%
ownership.  This additional contribution was paid to FMI  between
September 1998 and April 1999.  As of December 31, 1999 and 1998,
DTR  owned 30% and 33% of FMI, respectively and API owned 70% and
67% of FMI, respectively based on API's additional contributions.
The  investment  proceeds  received by  FMI  were  used  to  fund
expansion  of existing facilities and to acquire five  additional
subsidiaries between 1998 and 1999.  DTR has a right  to  receive
up  to  6%  additional  ownership interest in  FMI  by  achieving
certain  defined  rates of returns for API upon  API's  transfer,
liquidation or sale of their ownership interest in FMI.

     DTR records its proportionate share (40% from March 1997  to
September  1998, 33% from October 1998 to December 1998  and  30%
thereafter) of the net income or loss of FMI in the statement  of
operations  as  equity in (loss) earnings of  FMI  joint  venture
under the equity method of accounting.

From   March  1997  to  November  1999,  DTR  managed  the  dairy
operations of FMI and pursued dairy acquisitions for FMI under  a
management  contract  with  FMI.   DTR  received  direct  expense
reimbursement, with no profit margin, in accordance with  a  pre-
approved  budget  between  DTR and FMI.   Thus,  management  fees
increased  or decreased as DTR's expenses incurred for management
activities  increased  or decreased, with  no  effect  on  income
because there was no profit margin provided for in the agreement.
Under  the terms of the management agreement, DTR's key  managers
were  required  to  work  only for the  advancement  of  the  FMI
business.   In  November  1999,  DTR  agreed  to  terminate   its
management  agreement in order to pursue other opportunities  and
to  allow  FMI to be self-managed. Some of DTR's foreign managers
were  offered  positions  with FMI while  others  were  released.
Future  management  arrangements with FMI  will  be  based  on  a
specific need basis as agreed upon by the FMI Board of Directors.







<PAGE>

Results of Operations

                                                   Year Ended Year Ended
                                                  December 31,December 31,
                                                     1999    1998
  Revenues:
  Equipment                                   $         0  $   137,042
  X-Ray Tube                                       48,900      303,900
    Total Sales                                    48,900      440,942

  Management Fee Income                         1,080,490    1,281,322
  Other Revenues                                   20,983       28,359
    Total Revenues                            $ 1,150,373  $ 1,750,623

  Cost of Sales:
  Equipment                                   $         0  $   100,499
  X-Ray Tube                                       41,450      260,950
    Total Cost of Sales                       $    41,450  $   361,499

Revenues

     The  Company  generated total revenues  of  $1,150,373  and
$1,750,623  during the years ended December 31, 1999  and  1998,
respectively.   The  34% decrease from 1998  revenue  levels  is
primarily the result of the discontinuance of the sales of x-ray
tubes  in  March 1999, no sales of food packaging  equipment  in
1999 and a discontinuance of the FMI management fee contract  in
November 1999.

     Sales for the years ended December 31, 1999 and 1998 totaled
$48,900  and  $440,942, respectively.  Sales  were derived from two
areas within DTR - equipment sales and x-ray tube sales.

     Sales  of and commissions on food packaging equipment  were
$137,042 (31%) of total sales for 1998.  There were no sales  of
equipment  in  1999.   Sales  of  equipment  occur  sporadically
throughout the year. They occur primarily to subsidiaries of FMI
throughout  each year depending on the amount of  new  customers
and  growth  among existing locations.  There are no commitments
to  purchase  nor  are  there efforts  to  sell  this  packaging
equipment.   Sales  are only conducted on  an  as-needed  basis.
Since  FMI did not acquire any new production facilities  during
1999, there was no need for any of this equipment.

      Sales  of  x-ray  tubes  by  SXD Inc.,  DTR's  wholly-owned
subsidiary, were $48,900 (100% of total sales) and $303,900  (69%
of  total  sales)  for years ended December 31,  1999  and  1998,
respectively.  There are several companies that  manufacture  and
sell  x-ray tubes in direct competition to DTR.  The Company  did
not  have  a  measurable  market share  and  began  phasing  this
division  out  of its operations in January 1999.  In  accordance
with  its plan to phase out this operating division, the  Company
ended  its  relationship with its supplier, Svetlana Rentgen,  in
March  1999.  Therefore, there are no sales of x-ray tubes  after
March 1999.

       Management fee income results from expenses billed to  FMI
for services.  These charges contain no profit margin and are  in
accordance  with  a  pre-approved budget  between  DTR  and  FMI.
During  the  years ended December 31, 1999 and 1998,  DTR  billed
$1,080,490  and $1,281,322, respectively in accordance  with  its
management agreement with FMI.  Management fees declined in  1999
due  to the discontinuance of the management contract in November
1999,  as  discussed above, and fewer expatriates used to  manage
operations beginning in September 1999.  In 2000, there  will  be
no  further management fees charged to FMI by DTR under this  old
management   contract.   However,  FMI  may   contract   specific
management or consulting services from DTR as agreed upon by  the
FMI  Board of Directors.  DTR is also evaluating other management
or consulting arrangements.


Cost of Sales

     Cost of sales on 1998 equipment sales was $100,499 resulting
in  a gross profit of 26.7% for the year ended December 31, 1998.
There  were no sales of equipment during 1999, and thus no  costs
incurred during 1999.

     X-ray tubes cost of sales were $41,450 and $260,950 for  the
years  ended  December  31,  1999 and 1998,  respectively.  Gross
profit  remained consistent with a 14% to 15% margin received  on
sales during all reported periods. Although the gross profit  has
remained  consistent  over the past few years,  the  increase  in
competition  put pressure on the Company to lower its  prices  in
1999 to a level that would not be worth continuing this division.
Therefore, the Company did not renew its sales contracts with its
customers after March 1999.


Selling, general and administrative

      Selling, general and administrative (SG&A) expenses for the
year  ended  December  31,  1999  were  $1,171,458  compared   to
$1,391,611  for  the year ended December 31, 1998.  The  $220,153
decrease  in  SG&A  expenses  is  the  result  of  less   travel,
consulting  and  printing expenses in  1999.   In  addition,  DTR
discontinued  the  management of FMI in November  1999  and  used
fewer  expatriates  to manage operations beginning  in  September
1999.  The  majority of these costs were offset by the management
fee  income  of  $1,080,490 and $1,281,322 for  the  years  ended
December 31, 1999 and 1998, respectively.  These management  fees
were charged to FMI as discussed above under Revenues.   In 2000,
DTR   is  continuing  to  reduce  its  overhead  and  is  seeking
opportunities to provide management and consulting services.



Liquidity and Capital Resources

Operating Activities

      DTR's  operating activities generated net cash of  $190,888
during  1999 compared to cash used of $181,069 during  1998.  The
increase  in cash resulted primarily from FMI's payment of  DTR's
management  fees and additional collection of cash on  the  final
sales  of  x-ray  tubes.  In  2000,  there  will  be  no  further
management fees charged to FMI by DTR.  However, the Company  may
generate  some additional revenue through job specific management
and consulting services.


Investing Activities

     During  1999, DTR sold $2,645 of its existing fixed  assets
at  their  net  book value of $1,952 to FMI.  In  addition,  the
Company  purchased $4,933 of equipment. During  the  year  ended
December  31,  1998, SXD, Inc. loaned $600,000 to invest  in  an
unsecured  note  receivable  from another  unaffiliated  private
company.  During 1999, the Company wrote down its investment  in
this unaffiliated company to zero since their is no guarantee as
to  when  or  if  the company will be able to  repay  the  loan.
However, DTR is currently restructuring its loan and is  hopeful
that  it will recover the current balance of $649,288, including
interest, at a future date.

     In   1998,  DTR  purchased  $21,945  in  new  software  and
equipment  for its office in Minneapolis, MN.  In addition,  the
Company received a $500,000 repayment on the note outstanding at
December 31, 1997.


Financing Activities

      In  the first quarter of 1998, options to purchase  15,000
shares of DTR's Common Stock were exercised for a purchase price
of  $1.50 per share.   There were no financing activities during
the year ended December 31, 1999.


Adverse Foreign Economic and Currency Conditions

     Since  August  1998, the countries of the fSU in  which  the
subsidiaries  of  FMI  operate have faced  a  series  of  adverse
economic  conditions.   Uncertainties  regarding  the  political,
legal, tax or regulatory environment, including the potential for
adverse  and  retroactive changes in any  of  these  areas  could
significantly affect the Company and the carrying  value  of  its
investment  in  the  FMI  joint  venture.   The  countries   have
experienced  a  significant devaluation of their  local  currency
against   the  US  dollar,  higher  interest  rates  and  reduced
opportunities for financing.  DTR is committed to working through
FMI's Board of Directors to address working capital shortages  as
needed  over the coming year.  In August 1999, FMI sold 12.3%  of
its  consolidated Kazakhstan operations to an unaffiliated  third
party for $1.8 million and it converted $1.8 million of its loans
to  the  Kazakhstan subsidiaries to equity so that its  ownership
would  not be dramatically diluted.  DTR expects further  working
capital  shortages  at FMI and its subsidiaries  will  be  funded
through  loans from FMI, loans from third parties or through  the
sale of additional equity.

     FMI is seeking to finalize negotiations to receive up to  an
additional  $2  million in cash in the form of  convertible  debt
instruments  at its consolidated FoodMaster Kazakhstan  locations
from third-party investors.

DTR believe that FMI has sufficient working capital and liquidity
to fund its current operations through the coming year.

     The  Company plans to obtain cash through the collection  of
$200,216  of its $323,521 receivable with Savory Snacks  LLC  and
the  collection  of its $649,288 note receivable.  The  remaining
$123,305  of  the  Savory Snacks receivable will  convert  to  an
equity  ownership  by  DTR in Savory Snacks.   Additionally,  the
Company  plans  to  receive  income by providing  management  and
consulting services during 2000.  Finally, the Company may obtain
some   additional  equity  financing  through  the  issuance   of
additional  shares  of common stock.  There  are  no  assurances,
however,  that such financing, if available will be  at  a  price
that  will  not  cause  substantial  dilution  to  the  Company's
shareholders.  If the Company is not able to generate  sufficient
cash  through its operating and financing activities in 2000,  it
will not be able to pay its debts in a timely manner.


     In November 1997, DTR's Board of Directors authorized
500,000 stock options to be awarded to Mssrs Hupp and Sagadiev
over a five-year period as incentive compensation to build the
dairy processing business in the former Soviet Union.  At the
same time, the board voted to establish a wholly-owned subsidiary
called SXD, Inc. to which these stock options would not
participate.   DTR's minority interest in Phygen, Inc., a coating
technology business, its contractual rights to possible revenue
from the cancer detection technology being developed by Armed,
and the x-ray tube distribution business was transferred to SXD.
Additionally, DTR transferred $800,000 in cash and receivables to
SXD.   Since November 1997, DTR's Board sought investment
opportunities for SXD outside of the former Soviet Union in an
effort to maximize shareholder value.  Following the termination
of the x-ray tube distribution business in March 1999 and DTR's
needs for continued operations, the Board of Directors voted in
January 2000 to liquidate SXD by transferring all of the assets,
ownership interests, and liabilities back to DTR in complete
redemption of the outstanding common stock.  The outstanding
stock options of Mssrs Hupp and Sagadiev were reduced by 17%
following the transfer of the assets back to DTR.

<PAGE>

ITEM   7.     CONSOLIDATED  FINANCIAL  STATEMENTS   -   DEVELOPED
TECHNOLOGY RESOURCE, INC.


INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
DEVELOPED TECHNOLOGY RESOURCE, INC.
Edina, Minnesota

We have audited the accompanying consolidated balance sheet of
Developed Technology Resource, Inc. (the Company) as of December
31, 1999, and the related consolidated statements of operations,
shareholders' equity and cash flows for the year then ended.
These consolidated financial statements are the responsibility of
the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our
audit.

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Developed Technology Resource, Inc. as of December
31, 1999, and the results of their consolidated operations and
their consolidated cash flows for the year then ended in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern.  As discussed in Note 2 to the consolidated financial
statements, the Company has suffered recurring losses from
operations that raise substantial doubt about its ability to
continue as a going concern.  The consolidated financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.


/s/ KPMG LLP

Minneapolis, Minnesota
April 12, 2000

<PAGE>

                  INDEPENDENT AUDITORS' REPORT

Board of Directors and Shareholders
DEVELOPED TECHNOLOGY RESOURCE, INC.
Edina, Minnesota

We have audited the accompanying consolidated balance sheet of
Developed Technology Resource, Inc. (the Company) as of December
31, 1998, and the related consolidated statements of operations,
shareholders' equity and cash flows for the year then ended.
These consolidated financial statements are the responsibility of
the Company's management.  We did not audit the 1998 financial
statements of S.A. Fabrica de brinzeturi din Soroca, S.A. Fabrica
de produse lactate din Hancesti, and FoodMaster Kyiv, three
partially-owned subsidiaries of FoodMaster International L.L.C.
(FMI), a joint venture of the Company which is accounted for by
the equity method.  The Company's equity interest in these three
FMI subsidiaries' net assets of approximately $650,000 at
December 31, 1998 and net loss of approximately $102,000 for the
year ended December 31, 1998 are included in the Company's
accompanying consolidated financial statements.  Each of the
financial statements of FMI's three partially-owned subsidiaries
were audited by other auditors whose reports dated April 30,
1999, April 30, 1999 and April 16, 1999, respectively, included
explanatory paragraphs disclosing that such financial statements
were prepared assuming that each of the three partially-owned
subsidiaries would continue as going concerns despite suffering
losses, having accumulated deficits or current liabilities which
exceed current assets at December 31, 1998 combined with the
uncertainty due to the Year 2000 issue and the current economic
environment in Moldova and Ukraine, respectively, all of which
raise substantial doubt about each of their ability to continue
as a going concern.   The financial statements for each of the
three partially-owned subsidiaries of FMI which do not include
any adjustments that might result from the outcome of these
uncertainties, have been furnished to us, and our opinion,
insofar as it relates to the amounts included for such companies,
is based solely on the reports of such other auditors.

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

In our opinion, based on our audit and the reports of the other
auditors, the Company's consolidated financial statements present
fairly, in all material respects, the financial position of
Developed Technology Resource, Inc. as of December 31, 1998 and
the results of its consolidated operations and its consolidated
cash flows for the year then ended, in conformity with generally
accepted accounting principles.

The Company's accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going
concern.  As discussed in Note 2 to the financial statements and
in the reports of the other auditors as described above, there
are significant uncertainties which raise substantial doubt about
the Company's ability to continue as a going concern.  The
consolidated financial statements of the Company do not include
any adjustments that might be necessary as a result of these
uncertainties.



                                        /s/ Deloitte & Touche LLP
Minneapolis, Minnesota
September 3, 1999

<PAGE>

               DEVELOPED TECHNOLOGY RESOURCE, INC.
                    CONSOLIDATED BALANCE SHEET
                        December 31, 1999

                             ASSETS
<TABLE>
<S>                                                  <C>
Current Assets:
     Cash and cash equivalents                        $   193,319
     Receivables:
       From sale of discontinued operations               200,000
       Savory Snacks L.L.C.                               323,521
       Other                                                4,300
     Note receivable, net of allowance of  $649,288            --
Prepaid and other current assets                           23,044
       Total current assets                               744,184

Furniture and Equipment, net                               35,161


                                                      $   779,345

              LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Accounts payable                                 $    82,535
     Due to FoodMaster International L.L.C. (FMI)           7,991
     Accrued liabilities                                   23,555
     Deferred gain                                        184,758
       Total current liabilities                          298,839

Non-current Deferred Gain                                  14,951
       Total liabilities                                  313,790

Shareholders' Equity:
     Undesignated stock, $.01 par value, 1,666,667
       shares authorized, no shares issued or
       outstanding                                             --
     Common stock, $.01 par value, 3,333,334
       shares authorized, 805,820 shares issued
       and outstanding                                      8,058
     Additional paid-in capital                         6,264,920
     Accumulated deficit                               (5,807,423)
       Total shareholders' equity                         465,555

Commitments and Contingencies (Note 7)                         --

                                                      $   779,345

</TABLE>













See accompanying notes to the consolidated financial statements.

<PAGE>

               DEVELOPED TECHNOLOGY RESOURCE, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                  Year Ended   Year Ended
                                                  December 31, December 31,
                                                      1999         1998
<S>                                             <C>
Revenues:
  Sales                                          $    48,900  $   440,942
  Management fees from FMI joint venture           1,080,490    1,281,322
  Commissions and other income                        20,983       28,359
                                                   1,150,373    1,750,623
Cost and Expenses:
  Cost of sales                                       41,450      361,449
  Selling, general and administrative              1,171,458    1,391,611
                                                   1,212,908    1,753,060

Operating Loss                                       (62,535)      (2,437)

Other Income (Expense):
  Interest income, net                                60,183      202,027
  Provision for note receivable                     (649,288)          --
  Loss of FMI joint venture                       (1,300,296)    (386,088)

Loss before Income Taxes                          (1,951,936)    (186,498)

Income Tax Expense                                     9,147           --

Net Loss                                         $(1,961,083) $  (186,498)


Net Loss per Common Share:
    Basic                                        $   (2.43)   $   (0.23)
    Diluted                                      $   (2.43)   $   (0.23)

</TABLE>























See accompanying notes to the consolidated financial statements.

<PAGE>

               DEVELOPED TECHNOLOGY RESOURCE, INC.
         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
             Years Ended December 31, 1999 and 1998

<TABLE>
<CAPTION>
                                                Additional
                                  Common Stock    Paid-in  Accumulated
                          Shares     Amount       Capital    Deficit     Total

<S>                          <C>     <C>      <C>         <C>          <C>
Balance, December 31, 1997    790,820 $  7,908 $ 5,319,298 $(3,659,842) $ 1,667,364

     Exercise of options       15,000      150      22,350          --       22,500

     Sale of interest in FMI
       joint venture               --       --     614,675          --      614,675

     Net loss                      --       --          --    (186,498)    (186,498)

Balance, December 31, 1998    805,820    8,058   5,956,323  (3,846,340)   2,118,041

     Sale of interest in FMI
       joint venture               --       --     308,597          --      308,597

     Net loss                      --       --          --  (1,961,083)  (1,961,083)


Balance, December 31, 1999    805,820  $ 8,058 $ 6,264,920 $(5,807,423) $   465,555

</TABLE>























See accompanying notes to the consolidated financial statements.

<PAGE>

               DEVELOPED TECHNOLOGY RESOURCE, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                   Year Ended  Year Ended
                                                  December 31, December 31,
                                                      1999        1998
<S>                                              <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Loss                                     $(1,961,083) $  (186,498)
       Adjustments to Reconcile Net Loss to Cash
       Provided (Used) by Operating Activities:
       Depreciation                                    11,614       14,915
       Provision for doubtful accounts                (12,690)       2,182
       Provision for doubtful notes receivable        649,288           --
       Loss on sale of furniture and equipment             --        1,217
       Loss of FMI joint venture                    1,300,296      386,088
     Changes in Operating Assets and Liabilities:
       Receivables                                     92,271      (53,768)
       Receivable from FMI joint venture              619,071     (239,279)
       Receivable from Savory Snacks                 (200,216)    (123,305)
       Prepaid and other current assets                12,449       22,794
       Accounts payable and accrued liabilities      (299,129)         (56)
       Deferred gains                                 (20,983)      (5,359)
       Net cash provided(used)by operating activities 190,888     (181,069)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of furniture and equipment      1,952        1,400
     Purchases of furniture and equipment              (4,933)     (21,945)
     Proceeds from note receivable                         --      500,000
     Issuance of note receivable                           --     (600,000)
       Net cash used by investing activities           (2,981)    (120,545)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from exercise of stock options               --       22,500
       Net cash provided by financing activities           --       22,500

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      187,907     (279,114)

CASH AND CASH EQUIVALENTS, Beginning of year            5,412      284,526

CASH AND CASH EQUIVALENTS, End of year            $   193,319  $     5,412

</TABLE>














See accompanying notes to the consolidated financial statements.

<PAGE>

               DEVELOPED TECHNOLOGY RESOURCE, INC.
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             Years Ended December 31, 1999 and 1998

1.   Summary of Significant Accounting Policies Business
  Developed  Technology  Resource,  Inc.  (DTR  or  the  Company)
  invests  in  and  manages  food processing  operations  in  the
  countries  of  the  former  Soviet  Union  (fSU)  directly  and
  through  FoodMaster  International  L.L.C.  (FMI),  its   joint
  venture  with Agribusiness Partners International  L.P.  (API).
  In  addition to FMI, DTR managed the operations of its  wholly-
  owned subsidiary, SXD, Inc.

  During  early 1999 and 1998, SXD, Inc. distributed X-ray  tubes
  under  DTR's  exclusive agreement with a Russian  manufacturer,
  issued   unsecured   short-term  loans,  and   held   ownership
  interests  in the coatings technology business of Phygen,  Inc.
  and  the  cancer  detection business  of  Armed  which  had  no
  reportable  business activity during 1999 or 1998.   The  x-ray
  tube  distribution agreement expired in March 1999.   In  1999,
  the  increase  in competition put pressure on  the  Company  to
  lower  its prices to a level that would not be worth continuing
  this  division.  Thus, DTR did not seek to renew  its  purchase
  or sales contracts.

  Basis of Presentation
  DTR  owns  30% of FMI and the Company records its proportionate
  share  of  the  net income or loss of FMI in the statements  of
  operations  as  equity in earnings of FMI joint  venture  under
  the   equity  method  of  accounting.   The  excess  of   DTR's
  underlying equity in net assets of FMI over the carrying  value
  of  its  investment ($3,273,866) is being amortized  to  income
  over 15 years.

  Cash and Cash Equivalents
  Cash   and   cash   equivalents  include  all   highly   liquid
  investments  with original maturities of three months  or  less
  at the time of purchase.

  The  Company maintains its cash in bank deposit accounts, which
  at  times may exceed federally insured limits.  The Company has
  not experienced any losses in such accounts and believes it  is
  not exposed to any significant credit risk on cash.

  Furniture and Equipment
  Furniture and equipment are recorded at cost.  Depreciation  is
  calculated  on  the  straight-line  basis  over  the  estimated
  useful lives of the assets, primarily three to five years.

  Impairment  of Long-lived Assets and Long-lived  Assets  to  be
  Disposed of
  The  Company  reviews  its long-lived assets  related  to  each
  investment to be held and used in the business whenever  events
  or  changes in circumstances indicate that the carrying  amount
  of   an   investment  may  not  be  recoverable.   The  Company
  evaluates  each investment considering a history  of  operating
  losses  and  negative cash flows as its primary  indicators  of
  potential  impairment.  An impaired investment is written  down
  to  its estimated fair market value by discounting future  cash
  flows  based  on the best information available.   Considerable
  management judgment is necessary to estimate discounted  future
  cash   flows.    Accordingly,   actual   results   could   vary
  significantly from such estimates.

  Revenue Recognition
  Revenue  is  recognized upon shipment of products to  customers
  and as services are provided.

  Income Taxes
  The Company utilizes the asset and liability method to
  financial accounting and reporting for income taxes.  Deferred
  income tax assets and liabilities are computed annually for
  differences between the financial statement and tax basis of
  assets and liabilities that will result in taxable or
  deductible amounts in the future based on enacted tax laws and
  rates applicable to the periods in which the differences are
  expected to affect taxable income.  Valuation allowances are
  established when necessary to reduce deferred tax assets to
  the amount expected to be realized.  Income tax expense is the
  tax payable or refundable for the period plus or minus the
  change during the period in deferred tax assets and
  liabilities.

  Net Loss per Common Share
  Net  loss per common share is computed by dividing net loss  by
  the  weighted average number of common and potentially dilutive
  securities  outstanding  during the year.   Stock  options  and
  warrants are included in the calculation of diluted net  income
  per share when the result is dilutive.

  Stock Based Compensation
  The  Company applies the intrinsic-value method of APB  Opinion
  25,  Accounting  for  Stock Issued to  Employees,  and  related
  interpretations  in  accounting for its employee  stock  plans.
  Under  the provisions of APB Opinion 25, if options are granted
  or  extended  at exercise prices less than fair  market  value,
  compensation  expense  is recorded for the  difference  between
  the  grant price and the fair market value at the date  of  the
  grant.

  Foreign Currency Translation
  During  1998,  FMI's  fSU operations were accounted  for  using
  hyper-inflationary  accounting  principles.    As   such,   the
  translation  gains and losses from converting  each  respective
  local  currency  to  the  US  dollar  were  recorded  in  FMI's
  consolidated statements of operations.

  Effective  January  1, 1999, as required by generally  accepted
  accounting  principles,  FMI ceased  to  account  for  its  fSU
  operations  as highly inflationary due to the sharp decline  in
  historical  inflation levels.  FMI remains cautious  concerning
  the  future outlook for operations in the fSU. The Company  and
  FMI  will  continue to monitor the inflation rates in  each  of
  the  fSU  countries in which it operates to  determine  if  FMI
  should revert to hyper-inflationary accounting.

  In  1999, the functional currency of FMI's subisidiaries is the
  local  currency.  Accordingly, FMI translates  all  assets  and
  liabilities  into  U.S.  dollars at current  rates.   Revenues,
  costs  and  expenses are translated at weighted  average  rates
  during   the  year.   Gains  and  losses  resulting  from   the
  translation  of  the  consolidated  financial  statements   are
  excluded from the results of operations and are reflected as  a
  translation    adjustment   as   a   separate   component    of
  shareholders'   deficit.   Gains  and  losses  resulting   from
  foreign   currency   transactions   are   recognized   in   the
  consolidated statement of operations in the period they occur.

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

  Reclassifications
  Certain  amounts in the 1998 consolidated financial  statements
  have  been  reclassified  to  conform  to  the  1999  basis  of
  presentation.

  New Accounting Standards
  In  June  1998,  the  FASB issued FAS No. 133,  Accounting  for
  Derivative Instruments and Hedging Activities.  Under  FAS  No.
  133,  new  standards  were  established  for  recognizing   all
  derivatives  as  either  assets or  liabilities  and  measuring
  those  instruments at fair value.  FAS No. 137, Accounting  for
  Derivative  Instruments and Hedging Activities  -  Deferral  of
  the  Effective  Date  of FASB Statement No.  133,  changed  the
  effective  date  of  the  statement to fiscal  years  beginning
  after  June 15, 2000.  The impact of adoption on the  Company's
  consolidated financial statements has not yet been determined.

  In  December  1999,  the  Securities  and  Exchange  Commission
  issued  Staff  Accounting Bulletin No. 101 which  provides  the
  staff's   views  in  applying  generally  accepted   accounting
  principles   to  selected  revenue  recognition  issues.    The
  Company  will  be required to adopt the new standard  beginning
  with  the  second quarter of 2000.  The impact of  adoption  on
  the  Company's consolidated financial statements  has  not  yet
  been determined.

2.Going Concern Considerations
  Since  August  1998, the countries of the  fSU,  in  which  the
  subsidiaries  of  FMI operate, have faced a series  of  adverse
  economic  conditions.  Uncertainties regarding  the  political,
  legal,  tax or regulatory environment, including the  potential
  for  adverse  and  retroactive changes in any  of  these  areas
  could  significantly affect the Company.   The  countries  have
  seen  a significant devaluation of their local currency against
  the  US dollar, higher interest rates and reduced opportunities
  for  financing.   As a result of these situations,  several  of
  the  subsidiaries have suffered significant losses in 1999  and
  1998  and  carry an accumulated deficit at December  31,  1999.
  DTR  is  committed to working through FMI's Board of  Directors
  to  address working capital shortages as needed over the coming
  year.

  The  Company  has incurred substantial losses in  recent  years
  and,  as a result, has an accumulated deficit of $5,008,240  at
  December  31,  1999.  Losses for 1999 and 1998 were  $1,961,083
  and  $186,498, respectively.  FMI has also experienced significant
  losses which have elimated DTR's carrying value of its investment
  in FMI at December 31, 1999.  The Company's ability to continue
  as   a   going  concern  depends  upon  successfully  obtaining
  sufficient financing to maintain adequate liquidity until  such
  time  as  DTR  sells or receives a return on  its  investments.
  The  accompanying consolidated financial statements  have  been
  prepared on a going concern basis, which assumes continuity  of
  operations  and  realization of assets and liabilities  in  the
  ordinary   course  of  business.   The  consolidated  financial
  statements do not include any adjustments that might result  if
  the Company was forced to discontinue its operations.

  The  Company  plans  to obtain cash through the  collection  of
  $200,216 of its $323,521 receivable with Savory Snacks LLC  and
  the  collection of its $649,288 note receivable.  The remaining
  $123,305  of  the Savory Snacks receivable will convert  to  an
  equity  ownership  by DTR in Savory Snacks.  Additionally,  the
  Company  plans  to receive income by providing  management  and
  consulting  services  during 2000.  Finally,  the  Company  may
  obtain  some  additional equity financing through the  issuance
  of  additional shares of common stock. There are no assurances,
  however, that such financing, if available will be at  a  price
  that  will  not  cause substantial dilution  to  the  Company's
  shareholders.   If  the  Company  is  not  able   to   generate
  sufficient  cash through its operating and financing activities
  in  2000,  it  will not be able to pay its debts  in  a  timely
  manner.


3.Investment in FoodMaster International L.L.C. (FMI)
  On  March  3,  1997,  DTR  and API established  the  FMI  joint
  venture  to acquire and operate dairy processing facilities  in
  the  fSU.  For a 40% interest in FMI, DTR contributed  its  50%
  ownership  in  FoodMaster, an option to acquire  an  additional
  40%  ownership  in  FoodMaster, and  its  opportunities  for  a
  future  acquisition  of  a dairy in Moldova.  Exercise  of  the
  option  by  FMI  in  March  1997  increased  the  ownership  in
  FoodMaster  to 90%.  For a 60% interest in FMI, API  agreed  to
  contribute  $6 million dollars, which was paid to  FMI  between
  March 1997 and June 1998 to further develop FMI's existing  and
  future  dairy  operations in the fSU.  On September  11,  1998,
  DTR  and  API amended the FMI joint venture agreement to  allow
  API  to  contribute  an additional $6 million  dollars  for  an
  additional  10%  ownership.  This additional  contribution  was
  paid  to  FMI  between September 1998 and April  1999.   As  of
  December  31,  1999 and 1998, DTR owned 30%  and  33%  of  FMI,
  respectively  and  API owned 70% and 67% of  FMI,  respectively
  based   on  API's  additional  contributions.   The  investment
  proceeds  received  by  FMI  were used  to  fund  expansion  of
  existing    facilities   and   to   acquire   five   additional
  subsidiaries  between  1998 and  1999.   DTR  has  a  right  to
  receive  up  to  6%  additional ownership interest  in  FMI  by
  achieving  certain defined rates of returns for API upon  API's
  transfer,  liquidation or sale of their ownership  interest  in
  FMI.

  DTR  records  its proportionate share (40% from March  1997  to
  September 1998, 33% from October 1998 to December 1998 and  30%
  thereafter)  of the net income or loss of FMI in the  statement
  of  operations  as  equity  in (loss)  earnings  of  FMI  joint
  venture under the equity method of accounting.

  From  March  1997  to  November 1999,  DTR  managed  the  dairy
  operations of FMI and pursued dairy acquisitions for FMI  under
  a  management  contract with FMI.  DTR received direct  expense
  reimbursement, with no profit margin, in accordance with a pre-
  approved  budget  between DTR and FMI.  Thus,  management  fees
  increased   or   decreased  as  DTR's  expenses  incurred   for
  management  activities increased or decreased, with  no  effect
  on  income because there was no profit margin provided  for  in
  the  agreement.  Under  the terms of the management  agreement,
  DTR's  key  managers  were  required  to  work  only  for   the
  advancement of the FMI business.  In November 1999, DTR  agreed
  to  terminate its management agreement in order to pursue other
  opportunities  and to allow FMI to be self-managed.    Some  of
  DTR  managers  were moved to positions with  FMI  while  others
  were  released.   The Company recorded management  fee  revenue
  of  $1,080,490 and $1,281,322 for the years ended December  31,
  1999  and 1998, respectively, in accordance with its management
  agreement with FMI.

  During 1999, the Company recorded a $1,518,554 loss, before
  amortization of negative goodwill totaling $218,258, related  to
  its  share  of  net losses from the FMI joint  venture.   As  a
  result  of  these losses, the Company's net investment  in  FMI
  was  reduced to zero.  The Company's pro rata share  of  losses
  for  1999  was $1,884,169.  The excess of the losses  over  the
  $1,518,554 loss recorded by the Company in 1999 totaled $365,615.
  This  amount  will  offset the Company's  share  of  FMI's  net
  income, if any, in future years.

  Summarized  financial information from the audited consolidated
  financial statements of FMI accounted for on the equity  method
  is as follows:
<TABLE>
<CAPTION>

                                                       December 31, 1999
<S>                                                      <C>
  Current assets                                          $ 5,593,307
  Total assets                                             16,233,418
  Current liabilities                                       4,372,369
  Noncurrent liabilities                                    4,808,399
  Joint-venture equity                                      7,052,651
  DTR's 30% share of FMI 's equity                          2,115,795
  DTR's negative goodwill (amortized over 15 years)        (2,655,469)
  DTR's carrying value of FMI's equity                          -0-
</TABLE>

<TABLE>
<CAPTION>
                                             Year Ended   Year Ended
                                             December 31, December 31,
                                                1999          1998
<S>                                         <C>          <C>
  Sales                                      $20,325,730  $20,366,221
  Gross profit                                 3,652,739    5,271,770
  Net loss                                    (6,280,565)  (1,724,330)
  DTR's share of FMI's loss before amortization
     of DTR's negative goodwill               (1,884,169)    (604,345)
  DTR's share of equity in loss of FMI joint venture,
     net amortization of negative goodwill    (1,300,296)    (386,088)
</TABLE>

4.   Note Receivable
  On  December  3,  1998,  SXD  entered  into  an  8%,  $600,000,
  unsecured, convertible promissory note with an unrelated  third
  party  (the  party).   In  addition to the  note,  the  Company
  received  warrants  to  purchase up to  60,000  shares  of  the
  party's  common  stock at an exercise price of $10  per  share.
  All  principal, together with accrued interest of 8% per annum,
  was  due and payable on March 15, 1999.  This note was extended
  to  November  30, 1999 to allow the debtor additional  time  to
  raise  funds  and  repay the note.  As of April  7,  2000,  the
  party  has been unable to raise the funds it needs in order  to
  repay  the  note.   The Company is currently restructuring  its
  loan  to  the  party.  Although the Company  fully  expects  to
  collect  the funds related to this note, there is no  guarantee
  when  and if the party will be able to repay the note.  Due  to
  the  potential uncollectibility, the Company has fully reserved
  for  the  balance  of  the  note and accrued  interest  through
  November 1999 of $649,288.  The Company has recognized a charge
  of $649,288 which is included as Other Expense in the Statement
  of Operations.

5.   Furniture and Equipment
  Furniture and equipment are summarized as follows:

                             Estimated
                             Useful Life
  Software                    3-5 years               $   11,730
  Furniture & equipment         5 years                  108,366
  Leasehold improvements        5 years                    4,982
                                                         125,078
  Less accumulated depreciation                           89,917
  Furniture and equipment, net                        $   35,161

6.   Discontinued Operations
  Effective  December 31, 1995, DTR entered into an agreement  to
  sell  certain  assets  and the rights to its  airport  security
  equipment  in  the  fSU to Gate Technologies,  Inc.,  a  United
  Kingdom   company  owned  by  a  former  DTR   employee.    DTR
  transferred  assets,  inventory,  customer  lists,  promotional
  materials,  and  other items with a net book value  on  January
  31,  1996  of  $143,293.   In exchange  for  these  items,  DTR
  received  a  cash  payment  of $45,000  to  reimburse  DTR  for
  expenses  related to this business during the first quarter  of
  1996  and a note receivable totaling $765,000 payable  over  30
  months.  Additional contingent payments may  also  be  received
  based  on  future performance of Gate Technologies,  Inc.   DTR
  retained  the  right  to  pursue  airport  security  management
  contracts.

  Due  to  the  inherent risks associated with operating  in  the
  fSU, including credit risk, the $621,707 gain on this sale  was
  deferred  and  will  be  recognized as payments  are  received.
  Through  December  31,  1999, DTR  has  collected  a  total  of
  $325,000  on this note.  In August 1997, the Board of Directors
  approved  a  revision in the sale agreement that increased  the
  balance  due  to  DTR by $40,000 representing interest  on  the
  outstanding  balance.   Thus, the total still  due  under  this
  note  is $480,000 and the former employee is in default on  all
  payments.   This receivable is still offset by a deferred  gain
  of $461,707.

  Due  to  the  buyer's delinquency in payment  and  the  limited
  success  of the business that was sold, management reduced  the
  receivable  and  the  related deferred  gain  recorded  on  its
  balance  sheet by $280,000 at December 31, 1998.  The remaining
  receivable  balance of $200,000 is mostly offset by  a  current
  deferred gain of $181,707 in the balance sheet at December  31,
  1999  and  1998.   The former employee pledged  16,430  of  his
  shares  of  DTR's common stock as collateral for the  loan  and
  DTR  is  currently  in  the  process of  foreclosing  on  these
  shares.    After  this  foreclosure,  the  Company  will   show
  approximately $180,000 remaining as a receivable.

7.   Commitments & Contingencies
  Leases
  The  Company  leases its office facilities  under  a  five-year
  operating  lease that expires on April 30, 2002.  The following
  schedule   sets  forth  the  future  minimum  rental   payments
  required under the operating lease:
                          Year Ending                   Operating
                          December 31,                    Leases
                             2000                         19,507
                             2001                         20,012
                             2002                          6,727
                                                        $ 46,246

  Rent  expense  was  $72,892 and $66,911, for  the  years  ended
  December  31,  1999  and  1998,  respectively.   Rent   expense
  exceeds   the  amount  shown  in  the  above  operating   lease
  commitments  due to apartment rentals for expatriate  employees
  or  corporate  apartments  on  a month-to-month  basis.   These
  rental  fees  were charged back to FMI through  the  management
  fee each month.

8.Stock Options and Warrants
  Under  the  Company's 1992 Stock Option Plan  (the  Plan),  the
  Board  of Directors may grant qualified or nonqualified options
  for  up to 66,667 shares of common stock to employees and  non-
  employees.  Options granted to employees generally vest over  a
  five-year   period.   Certain  options  granted  to   employees
  contain provisions whereby vesting is accelerated in the  event
  the  employee  is terminated without cause as  defined  in  the
  option  agreements.   Options  granted  to  non-employees  vest
  equally  over  one  year  after  the  date  of  grant  and  are
  exercisable  for  ten years from the date of grant.   Effective
  September  30,  1996,  the  Plan was amended  to  increase  the
  shares available for granting to 600,000 shares.

  On  November 6, 1997, the Board of Directors adopted  the  1997
  Outside  Directors  Stock  Option Plan,  superseding  the  1993
  Outside  Directors Stock Option Plan. Under the terms  of  this
  plan,  the Company reserved 100,000 shares of common stock  for
  issuance  to  outside  directors  as  compensation  for   their
  services  as  board members. In exchange for the  surrender  of
  all  stock options previously granted to the outside directors,
  the  Board granted stock options under the new plan for  15,000
  shares of common stock at an exercise price of $1.50 per  share
  to  the current outside directors. Options for the purchase  of
  shares  are  issued  to  the directors  each  year  upon  their
  election  at the annual shareholders meeting and vest quarterly
  throughout the year.  The number of options granted  each  year
  is  determined by the Board of Directors and the  option  price
  will  be  set as the average between the bid and ask prices  of
  the Company's Common Stock on the date of issuance.

  FAS  No. 123, Accounting for Stock Based Compensation, requires
  the  Company  to provide pro- forma information  regarding  net
  loss  and  per  share amounts as if compensation cost  for  the
  Company's stock options had been determined in accordance  with
  the  fair  value based method prescribed by FAS No.  123.   The
  Company  estimates the fair value of each stock option  at  the
  grant date by using a Black-Scholes option-pricing model.   The
  following  assumptions were used for options issued during  the
  periods:

                                      Year Ended     Year Ended
                                      December 31,   December 31,
                                         1999           1998
  Dividend Yield                         None           None
  Volatility                            135.2%       105.5-115.3%
  Risk Free Interest Rate                5.99%       5.8% - 5.9%
  Expected Lives in Months                 24          30 - 120

  Had  compensation costs been determined based on the fair value
  of  options  at their grant dates in accordance  with  FAS  No.
  123, the Company would have shown the following effect:

                                               Year Ended    Year Ended
                                               December 31,  December 31,
                                                  1999          1998

  Increase in Net Loss                         $   10,200    $  122,000
  Decrease in EPS Basic                              0.01          0.15
  Decrease in EPS Diluted                            0.01          0.10

  The  following  table  summarizes  the  information  about  the
  Company's  warrant  and  stock option activity  for  the  years
  ended December 31, 1999 and 1998:
<TABLE>
<CAPTION>
                                                Outside         Weighted-
                                       Employee Directors        Average
                                        Stock   Option          Exercise
                             Warrants  Options   Plan    Total Price/Share
<S>                           <C>     <C>      <C>     <C>      <C>
  Balance, December 31, 1997   28,333  610,000  30,000  668,333  $ 2.19

  Expired                     (28,333)  (6,667)     --  (35,000) $18.14

  Exercised                        --       -- (15,000) (15,000) $ 1.50

  Granted                          --   35,000  10,000   45,000  $ 2.85

  Balance, December 31, 1998       --  638,333  25,000  663,333  $ 1.41

  Expired                          --  (55,000)     --  (55,000) $ 1.69

  Granted                          --       --  10,000   10,000  $ 1.50

  Balance, December 31, 1999       --  583,333  35,000  618,333  $ 1.39

  Exercisable, December 31,1999    --  336,083  25,000  361,083  $ 1.39
</TABLE>

  The following table summarizes information about the Company's
  stock plans at December 31, 1999:

<TABLE>
<CAPTION>
                             Options Outstanding         Options  Exercisable
                                  Weighted-  Weighted-               Weighted-
                        Number     Average    Average      Number     Average
     Range of        Outstanding  Remaining  Exercise   Exercisable   Exercise
  Exercise Price     at 12/31/99 Life (years)  Price    at 12/31/99    Price
 <C>                  <C>          <C>       <C>        <C>           <C>
  $1.19 to $1.50       560,000      5.81      $1.23      329,000       $1.23
  $2.75 to $3.125       58,333      4.04      $2.88       32,083       $2.95
                       618,333                           361,083
</TABLE>

The following table summarizes information about the Company's
  stock plans at December 31, 1998:

<TABLE>
<CAPTION>
                           Options Outstanding            Options Exercisable
                       Weighted-  Weighted-                          Weighted-
                       Number      Average   Average     Number       Average
   Range of          Outstanding  Remaining  Exercise  Exercisable   Exercise
 Exercise Price     at 12/31/98 Life (years)  Price    at 12/31/98     Price
 <C>                  <C>          <C>       <C>        <C>           <C>
  $1.19 to $1.50       600,000      7.33      $1.23      232,000       $1.24
  $2.75 to $3.125       58,333      5.04       2.88       23,333        3.00
  $6.75                  5,000       .41       6.75        5,000        6.75
                       663,333                           260,333
</TABLE>

9.     Income Taxes
  Deferred income tax assets and liabilities were as follows:
                                                          December 31,
                                                              1999
  Deferred tax asset                                       $1,836,000
  Deferred tax liabilities                                   (221,000)
  Valuation allowance                                      (1,615,000)
                                                                 --

  Deferred income tax assets and liabilities consist primarily
  of net operating loss (NOL) carryforwards and the allowance
  for doubtful accounts, and differences between the financial
  and tax basis of the investment in a joint venture,
  respectively.

  At December 31, 1999, the Company had NOL carryforwards of
  approximately $3,330,000 for income tax purposes.  The NOL
  carryforwards expire in years 2008 through 2019 if not
  previously utilized.  Utilization of the available NOL
  carryforward may be limited due to future significant changes
  in ownership under Internal Revenue Codes Section 382.  These
  potential future tax benefits are not recognized in the
  consolidated financial statements since realization is not
  reasonably assured.


10.    Earnings Per Share
  The following table reflects the calculation of basic and
  diluted earnings per share.
<TABLE>
<CAPTION>

                                                   Year Ended    Year Ended
                                                  December 31,  December 31,
                                                      1999         1998
  Numerator:
<S>                                              <C>          <C>
  Net loss                                        $(1,961,083) $  (186,498)

  Denominator:
  Weighted average shares - Basic earnings            805,820      805,615
  Dilutive effect of stock options/warrants                --           --
  Weighted average shares - Diluted earnings          805,820      805,615

  Net loss per share - Basic                      $     (2.43)  $    (0.23)

  Net loss per share - Diluted                    $     (2.43)  $    (0.23)
</TABLE>

  The assumed exercise of potentially dilutive securities
  (560,000 and 658,333 shares) have not been included in the
  computation of diluted earnings per common share for the years
  ended December 31, 1999 and 1998, respectively as their effect
  would be antidilutive.

11.    Related Party Transactions
  During 1998, DTR sold a packaging machine and inventory items
  to FMI for $118,130 and $16,294, respectively.  The cost of
  these items were $82,592 and $17,907 respectively.  There were
  no related party transactions in the year ended December 31,
  1999.

  On December 3, 1998, SXD entered into an 8%, $600,000,
  unsecured, convertible promissory note with an unrelated third
  party (the party).  In addition to the note, the Company
  received warrants to purchase up to 60,000 shares of the
  party's common stock at an exercise price of $10 per share.
  This loan was offered as part of a $1.2 million bridge
  financing deal that was being administered by Equity
  Securities Investments Inc. (Equity Securities).  One of DTR's
  directors, is the Vice-President of Equity Securities.  In
  addition to the bridge financing, Equity Securities was
  working with the party as its agent to raise additional
  financing through a private placement.  This relationship
  expired November 1999 and there is no current commitment to
  renew.

12.    Economic Dependence
  For the year ended December 31, 1999 and 1998, the Company had
  two customers which comprised 100% of its x-ray tube sales of
  $48,900 and $303,900, respectively.  In addition, the Company
  had one supplier for these x-ray tubes.  Purchases from this
  supplier totaled $41,450 and $260,950 for the years ended
  December 31, 1999 and 1998, respectively.  Sales to related
  parties comprised $134,424 or 30.5% of total sales for the
  year ended December 31, 1998.  There were no sales to related
  parties during the year ended December 31, 1999.  For the year
  ended December 31, 1998, the Company had two non-related
  customers which comprised $303,900 or 68.9% of total sales.

13. Supplemental Disclosures of Cash Flow Information
  Non-cash operating and investing activities:
  For  the year ended December 31, 1998, the Company reduced  the
  deferred  gain and corresponding receivable from  the  sale  of
  discontinued operations by $280,000 as discussed in Note 6.

  In  September 1998, API began its purchase of an additional 10%
  of  FMI  for $6 million dollars as discussed in Note 3.   As  a
  result, DTR recorded a $308,597 and a $614,675 increase in  the
  value  of  its  investment during the years ended December  31,
  1999 and 1998, respectively for the cash contributed by API  to
  FMI  through  April 1999 in order to recognize  the  unrealized
  gain from the reduction in its ownership interest in FMI.   The
  API  capital contribution to FMI also correspondingly increased
  DTR's  paid-in-capital.

  In  1999,  the Company transferred $49,288 related  to  accrued
  interest on the note receivable from other receivables  to  the
  principal balance due on notes receivable.

                                                    Year Ended  Year Ended
                                                    December 31,December 31,
  Supplemental cash flow information:                    1999       1998
  Cash paid for:
  Interest                                            $  3,360  $  2,110


14. Subsequent Events

  On  February  1,  2000,  an employee  exercised  his  right  to
  125,000  shares  of  the Company's common  stock.   The  former
  employee  paid  the  Company $70,000 and  gave  the  Company  a
  promissory  note bearing interest at 4.87% per  annum  for  the
  balance  owed of $82,500.  The principal and interest  are  due
  in  five  equal installments beginning February 2001  and  each
  year  thereafter.  This note is secured by 90,000 shares  owned
  by the former employee.

  On  January  13, 2000, the Board of Directors agreed  to  Amend
  the  employment agreement of John Hupp, President.   The  Board
  voted  to  reduce  his  current number of  stock  options  from
  250,000 to 207,500, to grant him 40,000 new stock options,  and
  to  offer  him  the option of a non-interest  bearing  loan  to
  purchase  these  options in the event  that  he  is  terminated
  without cause.
     ITEM  8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS  ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     On  October  21,  1999, Developed Technology Resource,  Inc.
dismissed   Deloitte  &  Touche  LLP,  the  principal  accountant
previously   engaged  to  audit  the  registrant's   consolidated
financial  statements for the year ended December 31,  1998,  the
two-month  transition  period ended December  31,  1997  and  the
fiscal   year   ended  October  31,  1997,  as  its   independent
accountant.   Deloitte  & Touche LLP's report  on  the  financial
statements for the year ended December 31, 1998 and the two-month
transition  period ended December 31, 1997 contained a  paragraph
expressing  doubt  over the Company's ability to  continue  as  a
going  concern  but  was  not  modified  as  to  audit  scope  or
accounting     principles.     Deloitte    &     Touche     LLP's
report  on  the  financial statements for the fiscal  year  ended
October  31,  1997  does  not  contain  an  adverse  opinion   or
disclaimer  of  opinion, and was not modified as to  uncertainty,
audit  scope, or accounting principles.  In connection  with  the
audit  for  the  fiscal year ended October 31, 1997  and  through
October  21, 1999, there have been no disagreements with Deloitte
&   Touche   LLP  on  any  matter  of                  accounting
principles  or  practices,  financial  statement  disclosure,  or
auditing  scope or procedure, which                disagreements,
if  not  resolved to the satisfaction of Deloitte  &  Touche  LLP
would  have caused them to make reference thereto in their report
on  the  financial statements for such period.  The  decision  to
change                accountants has been approved by the  Board
of Directors of the registrant.

     On   October  21,  1999,  KPMG  LLP  was  appointed  as  the
registrant's new independent accountant to audit the registrant's
consolidated financial statements.  During the past  fiscal  year
and  through October 21, 1999, the registrant has not,  prior  to
engaging   the  new  accountant,  consulted  the  new  accountant
regarding the application of accounting principles to a  specific
or  contemplated  transaction  or regarding  the  type  of  audit
opinion  that  might be rendered on the registrant's consolidated
financial statements.



                            PART III

ITEM 9    DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS  AND  CONTROL
          PERSONS;  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
          ACT

     The information required by Item 9 is incorporated herein by
reference to the section entitled "Principal Shareholders and
Management Ownership" in the Company's proxy statement for its
2000 Annual Meeting of Shareholders, which will be filed with the
Securities and Exchange Commission pursuant to Regulation 14A
within 120 days of the Company's fiscal year ended December 31,
1999.



ITEM 10.  EXECUTIVE COMPENSATION

          The information required by Item 10 is incorporated
herein by reference to the section entitled "Compensation of
Directors and Executive Officers" in the Company's proxy
statement for its 2000 Annual Meeting of Shareholders, which will
be filed with the Securities and Exchange Commission pursuant to
Regulation 14A within 120 days of the Company's fiscal year ended
December 31, 1999.





ITEM 11.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT

     The information required by Item 11 is incorporated herein
by reference to the section entitled "Principal Shareholders and
Management Ownership" in the Company's proxy statement for its
2000 Annual Meeting of Shareholders, which will be filed with the
Securities and Exchange Commission pursuant to Regulation 14A
within 120 days of the Company's fiscal year ended December 31,
1999.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The information required by Item 12 is incorporated herein
by reference to the section entitled "Certain Transactions" in
the Company's proxy statement for its 2000 Annual Meeting of
Shareholders, which will be filed with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days of
the Company's fiscal year ended December 31, 1999.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

          The  following Exhibits are filed as part of this  Form
          10-KSB:

          No.  Exhibit Description
          3.1   Articles  of Incorporation of the  Company  dated
          November 11, 1991(1)

          3.2    Certificate   of  Amendment   of   Articles   of
          Incorporation of the Company dated June 16, 1992(1)

          3.3  Bylaws of the Company(1)

          3.4    Certificate   of  Amendment   of   Articles   of
          Incorporation  of  the  Company,  changing   registered
          office address dated March 2, 1993(1)

          3.5    Certificate   of  Amendment   of   Articles   of
          Incorporation of the Company dated November 30, 1995(3)

          4.1   Form  of  stock  certificate representing  Common
          Stock, $.01 par value per share, of the Company, issued
          by  Company  after  a 1 for 3 reverse  split  effective
          December 12, 1995(3)

          4.2   Form  of  Subscription Agreement  and  Investment
          Representations in connection with private placement of
          300,000 shares of Common Stock(1)

          4.3   Amended  Incentive Stock  Option  Grant  -  Erlan
          Sagadiev dated December 11, 1996(6)

          4.4   Amended Incentive Stock Option Grant - John  Hupp
          dated December 11, 1996(6)

          4.5   1992  Stock Option Plan as amended  and  restated
          effective September 30, 1996(8)

          4.6   Developed Technology Resource, Inc. 1997  Outside
          Directors  Stock  Option  Plan  effective  November  1,
          1997(7)

          10.1  Asset  Sale  Agreement  between  Company  and   a
          corporation  to  be organized by Oleg Yermakov  selling
          the  Company's security equipment distribution business
          and  certain  assets  to Oleg Yermakov,  contingent  on
          certain future events(5)

          10.2 Exclusive Distributor Agreement dated October 1995
          between  Company  and SECTOR 6, Security   Division  of
          N.V. COMAUTO S.A. effective until September 30, 1998(5)

          10.3  Contract for Fiduciary Management of State Shares
          of  the  Open  Type Joint Stock Company, Ak-Bulak  with
          their Subsequent Buy-out Option (4)

          10.5 Form of Stock Option Agreement(1)

          10.6  Limited Liability Company Agreement of FoodMaster
          International  L.L.C. as amended and restated  November
          15, 1999(12)

          10.7  FoodMaster  International L.L.C.  Share  Transfer
          Agreement dated March 3, 1997(6)

          10.8  FoodMaster  International L.L.C.  Bill  of  Sale,
          Assignment  and  Assumption Agreement  dated  March  3,
          1997(6)

          10.9  Management Agreement between DTR  and  FoodMaster
          International L.L.C. as amended and restated  September
          11, 1998(9)

          10.10      Termination of Management Agreement  between
          DTR   and  FoodMaster  International  L.L.C.  effective
          November 15, 1999(12)

          10.12      Form  of  Assignment of  Financial  Advisory
          Agreement  from the Company to FAI Limited  Partnership
          effective January 31, 1993(1)

          10.13      Employment Agreement between DTR  and  Erlan
          Sagadiev effective September 30, 1996(6)

          10.14      Employment Agreement between  DTR  and  John
          Hupp   effective  October  1,  1998  as   amended   and
          restated(9)

          10.15     Amendment to Employment Agreement between DTR
          and John Hupp effective January 13, 2000(12)

          10.16      Office  Lease between DTR  and  McNeil  Real
          Estate  dated March 11, 1997 effective until April  30,
          2002(8)

          10.18      Promissory  Note between DTR  and  Hyperport
          International, Inc. dated July 26, 1999(12)

          10.20     Partnership Agreement dated January 16,  1992
          among  the  Company, Armen P. Sarvazyan  and  Stanislav
          Yemelyanov   concerning  the   formation   of   Medical
          Biophysics  International, as  amended  by  Partnership
          Agreement Amendment dated August 20, 1992(1)

          10.21      Letter of Understanding dated June 18,  1992
          between  the Company and Armen P. Sarvazyan  concerning
          Medical  Biophysics International,  and  May  22,  1992
          letter  from  the  Company to Dr. Armen  P.  Sarvazyan,
          Ph.D.(1)

          10.22       Assignment   of   rights   to   Intracavity
          Ultrasonic Device for Elasticity Imaging from Armen  P.
          Sarvazyan, Stanislav Emelianov and Andrei R.  Skovoroda
          to  Medical Biophysics International dated December 19,
          1992(1)

          10.23      Assignment of rights to Method and Apparatus
          for  Elasticity  Imaging from Armen  P.  Sarvazyan  and
          Stanislav Emelianov to Medical Biophysics International
          dated December 19, 1992(1)

          10.24     Assignment of rights to Method and Device for
          Mechanical Tomography of Tissue from Armen P. Sarvazyan
          to  Medial  Biophysics International dated January  16,
          1993(1)

          10.42      Form of Underwriter's Warrants dated May  5,
          1993  between the Company and Equity Securities Trading
          Co., Inc.(2)

          10.43        Form    of    Directors    and    Officers
          Indemnification  Agreement  issued  to  each   of   the
          Company's officers and directors on October 15, 1993 by
          action of the Board of Directors(2)

          10.45      Amendment  to Asset Sale Agreement  (Exhibit
          10.1) dated August 20, 1997 (7)

          16.1  Letter  of agreement from Deloitte &  Touche  LLP
          (11)

          21.1  Subsidiaries  of  Developed Technology  Resource,
          Inc. as amended(10)

          27   Financial Data Schedule(12)


(1)Incorporated by reference to the same exhibit number  included
   in  the  Company's  registration statement on  Form  SB-2,  as
   Amended,  filed  with the Commission as file number  33-58626C
   in 1993.

(2)Incorporated by reference to the same exhibit number  included
   in  the Company's Annual Report on Form 10-KSB filed with  the
   Commission for the fiscal year ended October 31, 1993.

(3)Incorporated  by  reference  to  exhibit  numbers  1A  and  3A
   included   in  the  Company's  Form  8-A/A  filed   with   the
   Commission on December 12, 1995.

(4)Incorporated  by reference to exhibit number  10  included  in
   the  Company's Quarterly Report on Form 10-QSB for  the  third
   fiscal quarter ended July 31, 1996.

(5)Incorporated by reference to the same exhibit number  included
   in  the Company's Annual Report on Form 10-KSB filed with  the
   Commission for the fiscal year ended October 31, 1995.

(6)Incorporated by reference to exhibit numbers 4.1,  4.2,  10.1,
   10.2,  10.3,  10.4, 10.5 and 10.6 included  in  the  Company's
   Quarterly Report on Form 10-QSB filed with the Commission  for
   the first fiscal quarter ended January 31, 1997.

(7)Incorporated by reference to exhibit numbers 10.44  and  10.45
   included  in the Company's Annual Report on Form 10-KSB  filed
   with  the  Commission for the fiscal year  ended  October  31,
   1997.

(8)Incorporated  by reference to exhibit numbers 10.4  and  10.16
   included  in  the Company's Quarterly Report  on  Form  10-QSB
   filed  with the Commission for the first fiscal quarter  ended
   January 31, 1998.

(9)Incorporated by reference to the same exhibit number  included
   in  the  Company's Quarterly Report on Form 10-QSB filed  with
   the  Commission for the third calendar quarter ended September
   30, 1998.

(10)     Incorporated  by  reference to the same  exhibit  number
   included  in the Company's Annual Report on Form 10-KSB  filed
   with  the  Commission for the fiscal year ended  December  31,
   1998.

(11)     Incorporated by reference to exhibit number  A  included
   in  the  Company's  8-K  filing  for  Change  in  Registrant's
   Certifying  Accountant  filed with the Commission  on  October
   26, 1999.

 (12)   Filed herewith.




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












                                   DEVELOPED TECHNOLOGY RESOURCE,
INC.



Date:    April 14, 2000            By _________________________________
                                   Name:      John P. Hupp
                                   Title:     President



Date:    April 14, 2000            By _________________________________
                                   Name:      LeAnn H. Davis, CPA
                                   Title:     Chief Financial Officer
                                   (Principal Financial & Accounting Officer)



Date:    April 14, 2000            By _________________________________
                                   Name:      Peter L. Hauser
                                   Title:     Director



Date:    April 14, 2000            By _________________________________
                                   Name:      Roger W. Schnobrich
                                   Title:     Director