UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-K

 X      Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
---     Act of 1934

For the Fiscal year ended June 30, 2000 or
                          -------------

        Transition report pursuant to Section 13 or 15(d) of the Securities
---     Exchange Act of1934

For the Transition period from ____________ to ____________


Commission File No.: 0-17757


                             W W CAPITAL CORPORATION
--------------------------------------------------------------------------------

(Exact name of registrant as specified in its charter)

             Nevada                                          93-0967457
--------------------------------------                    ---------------
(State or other jurisdiction of                            (IRS Employer
 incorporation of organization)                          Identification No.)

3500 JFK Parkway, Suite 202
Ft. Collins, Colorado                                        80525
------------------------------------                  ------------------
Address of principal executive office)                     (Zip Code)


Registrant's telephone number, including area code: (970) 207-1100
                                                    ---------------

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

                                               Name of exchange or
  Title of each class                           which registered
  -------------------                           ----------------
Common stock, $.01 par value                          None

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


                           Common Stock $.01 par Value
                           ---------------------------
                                (Title of Class)
                            (Continued on next page)

<PAGE>


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                      Yes   X                   No
                         --------               --------

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in PART III of this Form 10-K or any amendment to this
Form 10-K.

                      Yes   X                   No
                         --------               --------

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Company on October  11, 2000  (5,283,755  shares of common  stock) was  $332,877
based on the average of the bid and asked prices ($0.063 per share) as quoted on
the over the counter market.

The number of shares outstanding of each of the Company's sales of common stock,
as of October 11, 2000 was:

                                    Common Stock, 5,540,661 Shares
                                    $.01 par value

Documents Incorporated by Reference
-----------------------------------

*This value is not intended to make any  representation as to the value or worth
of the  Company's  shares  of  common  stock.  The  number  of  shares  held  by
non-affiliates of the Company has been calculated by subtracting  shares held by
controlling  persons of the  Company  from the shares  issued by the Company and
outstanding.

                                       2
<PAGE>
                             W W CAPITAL CORPORATION
                                    FORM 10-K

                                     PART I
Item 1.           Business
-------           --------

(a)               General Development of Business
---               -------------------------------

W W Capital  Corporation  ("Company")  was  originally  incorporated  as Freedom
Acquisition Fund, Inc., a Colorado corporation,  on September 23, 1987, to merge
with or engage in a merger  with,  or  acquisition  of, one or a small number of
private firms.

On May 16, 1988, the Company  completed a public offering of 15,000,000 Units at
an offering price of $.03 per Unit,  each Unit consisting of one share of common
stock,  one Class A Warrant to purchase one share of the Company's  common stock
and one Class B Warrant to purchase one additional share of the Company's common
stock.  The net  proceeds  of the  offering to the  Company  were  approximately
$240,000.  The exercise  period of the Class A Warrants  expired on September 1,
1989.  3,754,500 Class A Warrants,  at a price of $0.035 per common share,  were
submitted to the Company's  transfer agent for exercise,  with proceeds of $131,
408 to the  Company  before the  payment of offering  expenses  and  commissions
associated with the offering.  The Class B Warrants expired unexercised in June,
1990.

On  December  9,  1989,  the  Company's  shareholders  approved  a  proposal  to
re-incorporate W W Capital in the State of Nevada and to concurrently therewith,
reverse  split on a 1 for 100 basis the  authorized  shares of common stock from
500,000,000  shares par value  $0.0001 per share to  5,000,000  shares of common
stock,  par  value  $0.01  per share  and the  40,000,000  shares of  authorized
preferred stock, par value $0.10 per share to 400,000 shares of preferred stock,
par value $10.00 per share.  The  re-incorporation  and reverse  stock split was
effective December 15, 1989.

On November 16, 1990, the Company's shareholders approved a proposal to increase
the number of  authorized  shares of common stock from  5,000,000 to  15,000,000
shares.

On August 16, 1988, the Company  acquired 100% of the outstanding  shares of W-W
Manufacturing  Co.,  Inc.  ("W-W")  one  of the  oldest  and  largest  livestock
equipment manufacturers in the United States, in exchange for 160,000,000 shares
of the Company's common stock. W-W currently  manufactures a full line of cattle
and equine  handling and  confinement  equipment  for use by farmers,  ranchers,
rodeos, and universities throughout the United States.

W-W's principals began doing business in Texas City, Texas in 1945 designing and
building their first cattle  squeeze chute.  Due to production and sales growth,
the principals moved the operation to Dodge City, Kansas, where they established
their first manufacturing  facility in 1948.  Operations continued to expand and
develop, and on October 18, 1961, W-W was incorporated in the State of Kansas.

On October 12, 1990,  the Company  acquired  certain real estate  properties  in
Abilene,  Texas from Western Fire and Marine Insurance Company.  The real estate
was acquired in exchange for 80,000 shares ($800,000 par value) of the Company's
newly issued Series A Preferred Stock and $52,428 cash.

On October  25,  1990,  the Company  acquired  certain  undeveloped  real estate
located in Johnson  County,  Texas from Apex Realty  Investments,  Inc. The real
estate was acquired in exchange for 40,000  shares  ($400,000  par value) of the
Company's newly issued Series B Preferred Stock.


                                       3
<PAGE>
On August 15, 1991, the Company  entered into an exchange  agreement  ("Exchange
Agreement")  with Titan  Industries,  Inc.,  a Nebraska  corporation  ("Titan"),
whereby the Company would issue to Titan common  stock,  in exchange for all the
outstanding  stock of Titan.  The  consummation  of this Exchange  Agreement was
subject to approval by the  stockholders  of the Company.  On December 13, 1991,
the stockholders  approved the  acquisition.  The actual closing and exchange of
stock  took  place  December  30,  1991.  Under the terms of the  agreement  the
stockholders of Titan received  1,600,000  shares of W W Capital Common Stock in
exchange for all the outstanding common shares (7,500) of Titan Industries.  The
shares had an aggregate value of $3,600,000 at the date of closing. The purchase
price was arrived at through an arms length negotiation.

On October 26,  1992,  the Company  entered into an exchange  agreement  ("Eagle
Exchange  Agreement")  with Eagle  Enterprises,  Inc.,  a Tennessee  corporation
("Eagle"),  whereby the Company would issue to Eagle common  stock,  in exchange
for all the outstanding  stock of Eagle.  The consummation of the Eagle Exchange
Agreement was subject to approval by the Board of Directors of the Company. At a
special  meeting of the Board of  Directors  held  October 20,  1992,  the Board
unanimously  approved the acquisition.  The actual closing and exchange of stock
took place on October 26, 1992. Under the terms of the Eagle Exchange Agreement,
the sole  stockholder  of Eagle (Jerry  Bellar)  received  325,000 shares of W W
Capital  Corporation  common  stock in exchange for all the  outstanding  common
shares  (1,539)  of Eagle  Enterprises.  The shares  had an  aggregate  value of
$893,750 at the day of closing.  The purchase price was arrived  through an arms
length  negotiation.  Eagle Enterprises was formed in August 1985 to manufacture
livestock  handling  equipment.  The  company is  presently  located in a 40,000
square foot  facility on 11 1/2 acres in  Livingston,  Tennessee.  The Company's
primary products are creep,  bunk, mineral and round bale feeders for livestock.
The Company also manufactures livestock panels and gates along with two versions
of headgates.

On February 19, 1993,  the Company  entered  into an exchange  agreement  ("Real
Estate  Exchange  Agreement")  with Apex Realty  Investments,  Inc.,  a Colorado
corporation ("Apex") a related party, whereby the Company exchanged assets (real
property in Abilene,  Texas) and common stock for real  property  owned by Apex.
Under  the terms of the Real  Estate  Exchange  Agreement,  Apex  received  real
property the Company owned in Taylor County,  Texas, a note  receivable from two
individuals,  and 100,000  shares of the  Company's  restricted  common stock in
exchange for approximately  455 acres of real property,  with water rights and a
$60,000  timber  contract  located on the  property  in the  mountains  of Grand
County, Colorado. In addition the Company assumed a $265,000 mortgage payable on
the real estate.  On December 15, 1994 this land was sold to an unrelated  third
party and received net cash of $374,606 after payoff of mortgage and other costs
and the Company is carrying  back a note for $440,218 on the balance.  This note
was paid in-full in February 1996.

On October 15, 1993, the Company  acquired  various assets of Wholesale Pump and
Supply, Inc.  ("Wholesale") of Oklahoma City, Oklahoma by issuing 250,000 shares
of common  stock.  The shares had an  aggregate  value of $145,000 at the day of
closing.  The purchase of assets was arrived through an arms length negotiation.
Wholesale  operates as a division of Titan  Industries  and is  currently  doing
business in a 10,000 square foot warehouse rented on a month to month basis. The
Company's   primary   functions  are   distributing   water  well  supplies  and
environmental monitoring equipment for testing ground water.

During October 1998, the Board of Directors  unanimously  approved the merger of
W-W Manufacturing and Eagle Enterprises into one legal entity.

On March 21, 2000, W-W Manufacturing,  a wholly owned subsidiary of the Company,
acquired  various assets and assumed  various  liabilities of the Adrian J. Paul
Company,  (renamed W-W Paul Scales) of Duncan, Oklahoma, out of bankruptcy.  The
transaction was accounted for as a purchase and, accordingly,  the excess of the
asset values  acquired  over the  liabilities  assumed were used first to reduce
long term assets and the remainder was recorded as negative goodwill of $46,853.
W-W Paul Scales operates as a subsidiary of W-W  Manufacturing  and is currently
doing  business  in a  35,000  square  foot  facility  leased  under a two  year
agreement.  The Company's  primary  functions are the  manufacture  of livestock
scales.

                                       4
<PAGE>
(b)               Financial Information About Industry Segments
---               ---------------------------------------------

The business of the Company is carried on within two segments by four  operating
units,  each  with  its own  organization.  The  management  of  each  operating
subsidiary  unit has  responsibility  for  product  development,  manufacturing,
marketing  and for  achieving  a return on  investment  in  accordance  with the
standards  and  budgets  established  by  W  W  Capital.   Overall  supervision,
coordination  and financial  control are maintained by the executive  staff from
the corporate  headquarters located at 3500 JFK Parkway, Suite 202, Ft. Collins,
Colorado.  As of June 30, 2000,  the Company and its segments had  approximately
200 employees.  The reader is referred to Item 7, Management's  Discussion,  and
Analysis  of  Financial  Condition  and Results of  Operations  and notes to the
Company's financial statements for certain financial information regarding these
segments.

(c)               Narrative Description of Business
---               ---------------------------------

The  registrant  conducts  its  business  through  its  two  business  segments:
livestock  handling  equipment group, and the water and  environmental  products
group. A discussion of these segments follows.

                       LIVESTOCK HANDLING EQUIPMENT GROUP
                       ----------------------------------

This division generated 57.4% of total corporate sales in 2000 compared to 55.6%
for fiscal 1999.

Principal Products, Markets and Distribution
--------------------------------------------

The  livestock  handling  group  manufactures  a broad line of cattle  handling,
equine (horse), and rodeo equipment and containment systems. Farmers,  ranchers,
rodeos,  county  fairs,  veterinarians,  and  universities  use this  equipment.
Presently with its 56-year-old  history W-W Manufacturing the primary subsidiary
of this segment,  is well recognized in the industry as the leader in production
of livestock equipment. With the acquisition of Eagle Enterprises, October 1992,
the Company has experienced growth with this segment. Eagle had manufactured all
types of livestock feeding equipment and various  containment systems similar to
that manufactured by W-W Manufacturing.  The Eagle line of products is primarily
distinguished from W-W  Manufacturing's  products by a purchase decision that is
primarily motivated/driven by pricing considerations.

Since the purchase of Eagle, the Company  eliminated some of its line of feeding
equipment which had not been profitable. By elimination of these products, Eagle
has the manufacturing capacity to produce the majority of W-W Manufacturing line
of products,  thus  improving  its delivery time to  dealer/distributors  in the
east,  and  southeastern  United  States.  The  Eagle  plant  was  realigned  to
complement the W-W Manufacturing  line of products and all products will be sold
under the W-W  Manufacturing  name. This is significant since the W-W line has a
long-term  (56 years)  reputation  as an industry  leader and  manufacturing  of
quality equipment. Now that the W-W Manufacturing line is manufactured at Eagle,
Eagle has  reintroduced  a redesigned  feeding line to meet  customer  needs and
enabling Eagle to produce it profitably.  This  reintroduction  has helped Eagle
reclaim sales levels that were lost when the feeding line was dropped as well as
pick up new sales from customers  previously handling the W-W Manufacturing line
only. The redesigned  feeding line has been introduced into the midwest and west
markets and is now being manufactured at W-W  Manufacturing.  Feed equipment has
proven to be a lower margin product line but continues to sell during  depressed
market  conditions  and is used  as a lead in  product  to  gain  new  customers
acceptance for the traditional higher margin W-W working equipment line.

The market for cattle handling equipment is segmented by herd size into economic
classifications.  Based upon an  independent  study done for the Company,  it is
believed that economic  dissimilarities between large and small operators create
important  differences in buying behavior.  Recognizing this,  management of the
Company has  positioned  the Company to meet the demands of the market place and
to be able to service  both the large and small  operator  through its sales and
marketing  targeted at expanding the  dealer/distributor  network throughout the
entire United States.

The Company will continue to generate  sales by offering  special  assistance in
design and  installation  of product.  This  service has proven to be a valuable
asset in the sale of  equipment  to  large  fairs,  expo  centers,  rodeos,  and
universities.

                                       5
<PAGE>
Over the years,  W-W  Manufacturing  products have become favored for durability
and ease of use by ranch  hands who must  work  large  volumes  of  cattle.  W-W
Manufacturing's  presence at rodeos  underscores  the Company's  position in the
marketplace   as  a  producer  of  equipment  for  the  "working   cowboy."  W-W
Manufacturing  has been  responsible for many innovations in rodeo equipment and
has  developed a  well-respected  line for that market.  Since 1979,  all of the
chutes and rodeo equipment for the  Professional  Rodeo Cowboys  National Finals
Rodeo  (NFR) have been  supplied  by W-W  Manufacturing.  The NFR is the largest
rodeo  championship  event in the world.  In  addition,  W-W  Manufacturing  has
provided all the equipment for the International  Rodeo Association Finals since
1978 and for many other top rodeos across the country.

In the past, the Company has produced both heavy duty and portable horse stalls.
These  products  have been  primarily  used by commercial  users and  exposition
centers.  Based on the success of the commercial  horse stalls,  the Company has
introduced  stalls designed for the equine  hobbyist and horse show  enthusiast.
Aesthetics,  ease of use and  durability  are considered by management to be the
main selling  points of this kind of  equipment.  The new horse stalls have been
marketed through the distributor network already established by the Company.

With the acquisition of Adrian J. Paul Scales, on March 21, 2000 the Company has
entered the new market of livestock  scales.  These scales are used to weigh and
track the development of various livestock. This market compliments the W-W line
of equipment  and can be sold by the existing  W-W  distributor/dealer  network.
Also the W-W line of products is being offered and sold by the  distributors and
dealers  of  theW-W  Paul  Scale  Company.  The  Company  is in the  process  of
developing  several new scales that will compliment and work  interrelated  with
the W-W cattle line of chutes.

Cost of  distribution  of products has and will continue to be a problem for the
customers  and the  Company.  To help  lower  this cost,  the  Company  needs to
continue  to find ways to fill  trucks  with a  variety  of  products.  With the
reintroduction  of the feed  equipment,  and other horse related  products,  the
Company  believes  these  products  will help reduce its  distribution  cost and
provides  its customer  the  opportunity  to carry more items with less depth of
inventory.

Management  believes these  developments are key to the success of the Company's
future  expansion,  and intends to continue to increase  its  dealer/distributor
network vigorously.  Demonstrations,  seminars and special designs will continue
to be offered and special  discounts given to principal  distributors for volume
purchases.

Raw Materials and Facilities
----------------------------

The manufacture of livestock handling equipment requires various sizes of steel,
tubing, and other related steel products. The products necessary for fabrication
of equipment are purchased  from numerous steel  companies,  and the Company has
experienced no difficulties  in obtaining  adequate  supplies.  The divisions of
this  segment are located as follows:  W-W  Manufacturing,  the largest by sales
volume of the four divisions,  is located at 2400 East Trail Street, Dodge City,
Kansas. Eagle Enterprises,  is located at 175 Windle Community Road, Livingston,
Tennessee.  The  hydraulic  chute  division  is located at 108 S. Main,  Thomas,
Oklahoma. W-W Paul Scales is located at Hwy 81 South, Duncan, Oklahoma.

Competition
-----------

The Company  encounters  competition in varying  degrees in both cattle handling
and equine  product  lines.  Competitors  are  primarily  domestic  producers of
similar products. These companies compete in price, delivery schedules, quality,
product  performance,  and  other  conditions  of sales.  During  2000 and 1999,
management  invested in new equipment,  did extensive  training,  scheduled many
live  demonstrations,   improved  plant  efficiencies,  introduced  new  product
improvements and new products, in order to maintain its competitive edge.

                                       6
<PAGE>
Strategy for Growth
-------------------

Growth is anticipated in two areas.  First,  the Company will continue to expand
the  distributor/dealer  network  throughout  the country.  Future  growth will,
however, be constrained by availability of capital resources and continuing good
market conditions.

Diversification  into  related  product  areas now served by the  Company  could
afford a second  area for growth as shown with the  acquisition  of the W-W Paul
Scale Co.  Management  believes W-W  Manufacturing's  56 year old reputation for
quality, as well as for introducing new innovations into existing products,  has
positioned the Company ideally as a marketer for new products of its own as well
as other companies' products.

Continued  emphasis will be put on specials and special  sales to  universities,
expo centers and  fairgrounds.  This highly  visible use of  equipment  provides
product   endorsement   for   the   standard   line   of   products   and   help
distributors/dealers to sell product to the end consumer.


                      WATER AND ENVIRONMENT PRODUCTS GROUP
                      ------------------------------------

The water and  environmental  products  group  consists of Titan  Industries  of
Paxton,  Nebraska  with  distribution  locations  in Dodge City,  Kansas and its
division,  Wholesale  Pump and Supply in  Oklahoma  City,  Oklahoma.  This group
accounts  for 42.6% of total  corporate  sales for the fiscal  year  2000.  This
compared with 44.4% in fiscal year 1999.

Titan's functions are broken down primarily into two divisions. The distribution
of water well supplies and related products,  and manufacturing of environmental
products for the water industry.

Principal Products, Markets and Distribution
--------------------------------------------

The Company  distributes  (wholesale)  a wide  variety of water well and related
products.  These products include submersible pumps,  high-pressure tanks, pipe,
pipefitting,  and various other  accessories for water well drillers,  plumbers,
and various other  applications  of water uses. The Company sells these products
by  direct  sales   through  the  sales  force,   by  dealers  and   independent
representatives.  These products are primarily sold in a close  proximity to the
present three distribution points in Paxton,  Nebraska,  Dodge City, Kansas, and
Oklahoma  City,  Oklahoma.  The  Company has taken steps to widen its water well
supplies  distribution  by offering new lines not carried by local  competitors.
Titan has also  improved  its  delivery  schedules  to meet the demands of these
customers  thereby  making service the top priority in expanding this segment of
the business.

The Company is also involved in manufacturing  water well monitoring  equipment,
which adds an environmental  aspect to the business.  Titan manufactures several
unique products like flush threaded PVC pipe, which allows strong joints without
glue.  Flush threaded pipe allows for seamless  joints both inside and out. This
is  significant  as monitor  wells are tested for  impurities,  in the parts per
million  category,  where joint  solvents  and glues can actually be measured as
part of the  contamination.  By packaging  products  together as monitoring well
units,  the Company is able to sell these units for greater total profit margins
than the  individual  components  command as separate  (commodity  type)  items.
Another  unique product  produced by Titan is a flush mounted PVC screen,  which
offer a lower cost and longer life since  standard  steel screens are subject to
corrosion. Titan has introduced several new products expanding its manufacturing
goods to include a combo-buried pressure tank Enviroflex well screen and various
Verta-slot applications used in heavier wall applications. The Company has added
significant  growth in the environmental  sales with other products such as well
protectors, manhole covers, drainage pipe and various other related products.

The environmental  products are marketed through  distributors,  which have been
set up throughout the United States. Management plans to continue its efforts to
market aggressively to government  agencies,  as the guidelines for ground water
testing become more stringent.

                                       7
<PAGE>
Raw Materials and Facilities
----------------------------

The Company  redistributes  various manufactured products through its water well
supply division. Also, the Company uses various sizes of PVC pipe for production
of its well screen and flush jointed  products.  The Company has not experienced
any  difficulties  in obtaining  the raw material  needed for  production of its
water well products.

The  subsidiary  of  this  segment  owns  its  headquarters  and   manufacturing
facilities which consists of 25,000 square feet located in Paxton, Nebraska. The
Company also has two other distribution points located in Dodge City, Kansas and
Oklahoma City, Oklahoma (Wholesale Pump and Supply).

Competition
-----------

The water well supply division of Titan experiences a high degree of competition
and only sells within a close proximity to its three  distribution  points.  The
environmental  products  consisting of well screen flush  jointed pipe,  and new
horizontal  drilling  products have achieved a unique  position in their various
markets.  These products encounter some degree of competition,  but due to their
unique design and availability of production, Titan maintains a market dominance
in this area,  throughout the United States.  The Company continues to invest in
new  equipment  to enhance  production  and  improve  delivery  time.  Since the
completion  of the facility the Company has enjoyed new customer  growth  across
the country.

Strategy for Growth
-------------------

Growth is anticipated in many areas. First, distributor demand for the Company's
existing  product  lines  has  continued  to  remain  strong  as more  and  more
distributors  around  the  country  have  become  aware of Titan's  quality  and
reliability of delivery. The Company is maturing and growing in name recognition
as a leader in the  fabricated PVC and  polyethylene  pipe market.  Second,  the
Company has started  marketing  Tru-Blue PVC  Screens.  Tru-Blue is a ribbed PVC
pipe product manufactured in India and is slotted with a protected square ridge,
thus retaining a more effective open area and making the screen more  efficient.
The Company has an exclusive marketing agreement to fabricate the product in the
United  States.  Third,  the  Company  has  continued  to develop  new  slotting
techniques  using  high-density  polyethylene  pipe  for  use in the  horizontal
drilling industry.  Enviroflex  continues to develop as the product of choice in
the directional  drilling market.  Fourth,  the Company's  expansion into custom
fabrication of products used for  filtration,  drainage,  dewatering,  and other
construction applications continues to grow at a healthy pace. The Company feels
that the responsiveness to market demands for various custom applications should
provide excellent  opportunities for growth. Recent developments for the need of
a perforated  and slotted flat sheet of PVC and  polyethylene  for use in shaker
screen  machining has been  identified  as a potential  market and the Company's
sales and  marketing  departments  are  currently  researching  market  size and
product demand. The Company has recently increased  development of a new aerobic
septic system product to market in areas where the ground is not permeable.  The
aerobic system  purifies  waste water,  which can then be used for irrigation or
safely discharged in other manners.

                                       8
<PAGE>
                   OTHER INFORMATION RELATIVE TO THE BUSINESS
                   ------------------------------------------

Patents and Trademarks
----------------------

Under the water and  environment  segment of the business,  the Company holds no
patents or  registration  trademarks or service marks.  With the purchase of the
Adrian J. Paul Company,  the livestock handling equipment segment,  has acquired
various  patents.  These patents are all current and registered  with the United
States  Patent  Trademark  Office.  These patents deal with systems for weighing
non-stationary objects, torqe bar suspension scales with strap assemblies and an
on board truck weighing system.

Seasonality
-----------

The  Company  experiences  seasonality  in  sales in both of its  segments.  The
livestock handling equipment product segment has increased sales in the fall and
through the spring and lower sales in summer. The water and environment  product
segment has  increased  sales in the spring,  summer and into the fall and lower
sales in the winter.  With this diversity in sales,  the seasonality  allows the
Company as a whole to experience overall level sales throughout the year.

Practice Relating to Working Capital
------------------------------------

The  information  relating to this Item is included under Item 7,  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations -
Liquidity and Capital Resources."

Dependence Upon a Single Customer
---------------------------------

Not Applicable

Dollar Amount of Backlog Orders
-------------------------------

Backlog in the  livestock  handling  equipment  group was  $1,860,000 in 2000 as
compared  to  $1,210,000  in 1999.  This  increase  from 1999 is due to  general
improvement  in cattle  market  conditions  and the  introduction  of new equine
equipment and special projects.  This is expected to improve as we move into the
fall season.

The water and  environmental  products  segment  showed a backlog  increase from
$375,000 in 1999 to $701,000 on June 30,  2000.  This  increase is due to larger
demand for manufacturing goods.  Substantially all the backlog is expected to be
realized as sales during the first quarter of the 2001 fiscal year.

Business Subject to Renegotiation at Election of Government
-----------------------------------------------------------

Not Applicable

Research and Development Expenditures
-------------------------------------

Due to the nature of  manufacturing  operations  of the Company and the types of
products produced by its two segments, expenditures for research and development
are not material to the overall operating cost.

Compliance with Environmental Controls
--------------------------------------

The Company faces various issues with the EPA regarding its paint systems within
the livestock  equipment  segment of the  business.  The problems with the Dodge
City,  Kansas and  temporary  Thomas,  Oklahoma  plants  will be solved with the
powder coat paint system being  installed in the new plant in Thomas,  Oklahoma.
In the (Eagle)  plant  located in  Livingston,  Tennessee,  the Company has been
issued a temporary  paint  operating  permit through  December 31, 2000. By that
time,  the Company has to be compliant  with the VOC's and HAP's  emitted due to
the present flow coat paint

                                       9
<PAGE>
system.  Over the past year,  management has worked with various paint suppliers
to come up with a solution  that will solve the problem of  emissions in the air
and meet the  governmental  guidelines.  The first  step taken was to change the
present  paint  to a water  soluble  paint,  thereby  lowering  the  VOC's to an
acceptable  level. The second stage is to locate and install a powder coat paint
system by December 31, 2000.  At the present  time,  management  has located the
majority  of the  powder  coat  system  to be  installed,  but  since  it  needs
modifications  due to the height of the product to be painted,  it will not meet
the  completion  date of December 31, 2000.  Management has been in contact with
the EPA offices and it appears that an extension  under its' current permit will
be granted  until the new powder  coat system is  completed.  To the best of its
knowledge,  the Company believes that it is presently in substantial  compliance
with all existing environmental laws.

Item 2.           Properties
-------           ----------

The Company's corporate  headquarters is located at 3500 JFK Parkway, Suite 202,
in Ft. Collins, Colorado, and is leased from an unrelated third party.

The livestock  handling equipment division is located at 2400 East Trail Street,
Dodge City,  Kansas.  This facility is leased from Murle F. and Sara R. Webster,
shareholders  of the Company,  for $5,000 per month,  on a month to month basis.
This  facility  is  comprised  of  approximately  40,000  square  feet in  three
buildings.  The Company had its  hydraulic  division  located at 401 Loomis Rd.,
Weatherford,  Oklahoma,  which suffered a fire on March 17, 2000.  Subsequently,
the Company relocated this plant to Thomas, Oklahoma until completion of the new
facility.  This temporary  facility is comprised of  approximately  3,000 square
feet.

Eagle  Enterprises  is  located  at  175  Windle  Community  Road,   Livingston,
Tennessee.  This facility is owned by the Company and has  approximately  40,000
square feet located on 11.5 acres of land.

W-W Paul Scales is located at Highway 81 South, Duncan,  Oklahoma. This facility
is leased for $4,000 per month through April 2002 and has  approximately  35,000
square feet located on 13.2 acres of land.

The water and  environmental  products group conducts its primary  operations at
Highway 30, Paxton,  Nebraska,  in a facility which consists of general offices,
manufacturing  facilities and open storage areas. This facility is approximately
25,000  square feet on 10.1 acres of land.  The Company also has a  distribution
facility at 11555 S. Hwy 283, Dodge City,  Kansas.  The Company owns both of the
aforementioned  locations.  Titan leases a third  distribution  facility for its
division,  Wholesale  Pump and Supply,  located at 1203 SE Grand Blvd,  Oklahoma
City,  Oklahoma.  The facility  consists of approximately  10,000 square feet of
space, and is rented on a month to month basis for $1,500 per month.

Item 3.           Legal Proceedings
-------           -----------------

Not applicable

Item 4.           Submission of Matters to a Vote of Security Holders
-------           ---------------------------------------------------

No matters were  submitted for a vote of security  holders of the Company during
the fourth quarter of the fiscal year ended June 30, 2000.

                                       10
<PAGE>
                                     PART II

Item 5.     Market for Registrant's Common Equity and Related Stockholder Matter
-------     --------------------------------------------------------------------

Market Information
------------------
                                        High Bid               Low Bid
                                        --------               -------
Quarter ended
-------------
September 30, 1998                       $ 0.150               $ 0.130
December 31, 1998                          0.150                 0.063
March 31, 1999                             0.313                 0.063
June 30, 1999                              0.063                 0.063

September 30, 1999                       $ 0.063               $ 0.063
December 31, 1999                          0.063                 0.063
March 31, 2000                             0.500                 0.063
June 30, 2000                              0.063                 0.063

The Company's common stock is listed on the  over-the-counter  market and trades
under the symbol "WWCL".

Holders
-------

As of October 11, 2000 the Company had  approximately  566 record holders of its
common stock, not including some individuals holding shares in street name.

Dividends
---------

The Company did not pay dividends during 2000 or 1999 and does not intend to pay
cash dividends in the foreseeable future. The management of the Company intends,
for the  present,  to retain  all  available  funds for the  development  of its
business.  Additionally,  certain of the Company's loan  covenants  prohibit the
paying of dividends.

                                       11
<PAGE>
Item 6.           Selected Financial Data
-------           -----------------------
<TABLE>
<CAPTION>
                                                        Year ended June 30
-----------------------------------------------------------------------------------------------------------------
     SUMMARY OF OPERATIONS
                                   2000              1999             1998              1997             1996
<S>                           <C>               <C>              <C>               <C>              <C>
     Net Sales                 21,263,753        16,387,043       15,576,140        15,072,285       14,512,234
     Gross Profit Margin        4,051,494         3,084,962        2,867,106         2,859,843        2,412,831
     Operating Earnings           634,220           303,671          247,454           349,922         (461,213)
     (Loss)
     Interest Expense             316,604           293,632          340,182           374,522          382,901
     Operating Expense          3,417,274         2,781,291        2,619,652         2,509,921        2,874,044
     Net Earnings (Loss)          338,777           104,808           87,420            28,120         (717,799)

     PER SHARE DATA
     --------------
     Earnings                         .06               .02              .02          (A)  .00            (.13)
     Dividends per Common             .00               .00              .00               .00             .00
     Share

     Weighted Average           5,540,661         5,540,661        5,560,794         5,549,544        5,530,661
     Shares Outstanding

     FINANCIAL CONDITION
     -------------------
     Total Assets               9,645,484         8,220,792        7,680,578         8,679,093        8,893,908
     Fixed Assets (Net)         1,959,327         2,073,919        2,103,249         2,296,363        2,601,594
     Long-Term Debt             2,851,618         2,971,628        2,860,930           577,074        1,927,267
     Stockholders Equity        2,953,995         2,615,218        2,510,410         2,452,990        2,424,240
     Working Capital  (1)       3,949,982         3,396,955        3,116,776           289,203        1,284,898
     Current Ratio   (2)             2.08              2.29             2.35              1.05             1.28
</TABLE>
A.       Less than .01 cent

(1)      The year ended 1997 reflects a classification of debt from long-term to
         current due to the renewal of bank lines less than one year.

         The year ended 1998 reflects a reclassification of debt from short-term
         to  long-term  due to the renewal of its bank lines for longer than one
         year.

(2)      Percent of current assets to current liabilities.

                                       12
<PAGE>
Item 7.   Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations
-------   ----------------------------------------------------------------------

The  following  discussion  and analysis of financial  condition  and results of
operations  should  be read  in  conjunction  with  the  Company's  Consolidated
Financial Statements and Notes thereto under Item 8.

Results of Operations:

The following table presents,  for the periods  indicated,  the dollar value and
percentage   relationship   which  certain  items  reflected  in  the  Company's
Statements of Operations. This percentage shows the percent as it relates to the
total revenue.
<TABLE>
<CAPTION>
                                             2000                       1999                         1998
                                 ------------------------     ---------------------         ---------------------
<S>                                <C>            <C>       <C>             <C>           <C>           <C>
Livestock Handling Equipment       $12,210,587      57.4%     $9,108,446       55.6%        $8,988,175      57.7%
Water and Env'l Products             9,053,166      42.6       7,278,597       44.4          6,587,965      42.3
                                 -------------    ------      ----------     ------         ----------   -------

Total Revenues                      21,263,753     100.0      16,387,043      100.0         15,576,140     100.0
Cost of Revenues                    17,212,259      80.9      13,302,081       81.2         12,709,034      81.6
                                 -------------     ------     -----------     ------      -------------   -------
Gross Profit                         4,051,494      19.1       3,084,962       18.8          2,867,106      18.4

Selling, General, and
Administrative Expense               3,417,274      16.1       2,781,291       17.0          2,619,652      16.8
                                 -------------    ------     -----------     ------      -------------   -------
Operating Earnings                     634,220       3.0         303,671        1.8            247,454       1.6
Other Income (Expense)                  83,161       0.4          94,769        0.6            180,148       1.2
Interest Expense                      (316,604)     (1.5)       (293,632)      (1.8)          (340,182)     (2.2)
                                 -------------    ------     ------------    -------     -------------   -------
Earnings Before Income Taxes           400,777       1.9         104,808        0.6             87,420       0.6

Income Taxes Net                        62,000       0.3             --         0.0             --           0.0
                                 ---------------  -------    ------------    ------      -------------   -------
Net Earnings                      $    338.777       1.6%     $  104,808        0.6%      $     87,420       0.6%
                                 =============    =======    ============    =======     =============   =======
Depreciation and Amortization     $    292,348       1.4%     $  352,246        2.1%      $    394,230       2.5%
                                 =============    =======    ============    =======     =============   =======
</TABLE>

                                       13
<PAGE>
Fiscal Year Ended June 30, 2000 Compared to Fiscal Year Ended June 30, 1999.

The Company had net earnings of $338,777  for the year ended June 30,  2000,  as
compared to $104,808 for the same period of 1999.  The Company has exhausted net
operating  losses  carried  over from  prior  years,  therefore,  the  financial
statements  reflect  income tax  expense of $62,000  for the year ended June 30,
2000,  as compared to no tax expense in 1999.  On a comparison  basis,  earnings
before  income taxes were  $400,777 for the year ended June 30, 2000 as compared
to  $104,808  for the year ended  June 30,  1999.  The  improved  earnings  were
realized by both segments  with  operating  earnings in the livestock  equipment
segment of $733,946  and  $321,757  in the water and  environment  segment.  The
improvement in earnings was due to the overall  increase in sales,  higher gross
margins, and by strong market acceptance of new products by both segments. Total
sales reached a record level of  $21,263,753  for the fiscal year ended June 30,
2000, as compared to  $16,387,043  for the same period of 1999  representing  an
increase  of  $4,876,710  or 29.8%.  Sales in the  livestock  equipment  segment
increased by $3,102,141 to  $12,210,587  for the fiscal year ended June 30, 2000
as compared to $9,108,446  for the same period of 1999.  Sales at the Dodge City
location  increased  $1,824,409  and by  $810,599 at the  Livingston,  Tennessee
plant.  Part of the  increase in sales for the  livestock  segment is due to the
purchase of the Adrian J. Paul Scale  Company,  later renamed W-W Paul Scales on
March 21, 2000.  Of the total  livestock  equipment  segment,  sales by W-W Paul
Scales represented  $467,133 or 3.8% of total sales and 15.1% of the increase in
sales.

Sales in the water and environmental product segment increased to $9,053,166 for
the fiscal year ended June 30, 2000 compared to  $7,278,597  for the same period
of 1999 or an increase of  $1,774,569.  The  increase in sales is due to several
factors with a major  contribution  coming from an overall  increase in price of
the  Company's  main product being  plastic PVC pipe.  Approximately,  8% of the
sales  increase is due to higher PVC prices during the year. The increase in PVC
plastic pipe is a reflection of the overall high price of crude oil, since it is
used in the  production  of PVC pipe.  Another major factor  attributing  to the
sales  increase  is the  concentrated  efforts  of the  sales  staff to find new
markets and customers for it's polyethyene slotted pipe and continued demand for
Titans'  expertise  in the custom  fabrication  of various pipe types and sizes.
Titan  continues to be a leader in supplying its custom  fabricated  products to
the mining, waste treatment, environmental, and horizontal drilling markets. One
of the newest additions to the fine line of fabricated  products is Tru-Blue PVC
Screens. This product is bought from a company in India and marketed exclusively
in the United  States by Titan.  This product is unique from other slotted pipes
in that the slot is protected by a ribbed  square  ridge,  thus  retaining  more
effective open area making the screen more efficient. With the continuing strong
economy in residential and commercial  building,  the demands for Titans various
well screens,  drainage monitoring,  sewage and landfill products remain strong.
The Enviroflex product developed in 1998 continues to improve and is the product
of choice by the  directional  drilling  market.  The Company is also adding new
products to its wholesale  product lines in an effort to remain  competitive and
offer a full service  wholesale  operation.  As Titan moves into fiscal 2001, it
will  continue to find and develop  new areas of growth  with new  products  and
expand its distribution of these products by finding new dealers,  distributors,
and markets to use its products.

Sales in the  livestock  equipment  segment  improved to  $12,210,587  as stated
earlier.  The increase of $3,102,141 is attributable  to many factors  including
the  purchase of the Adrian J. Paul  Company.  The assets of this  company  were
purchased  out of  bankruptcy on March 21, 2000 and accounted for as a purchase.
The name of the company  subsequent to the  acquisition  has been changed to W-W
Paul Scales.  Sales  reported from the purchase date through the fiscal year end
of June 30, 2000 amounted to $467,133.  Other factors  attributing  to the sales
increase   is  the   continued   effort   of  the   sales   staff  to  find  new
distributors/dealers throughout the upper midwest and western states. Sales were
dramatically  increased at the eastern plant (Livingston,  Tennessee) due to one
of the Company's  larger  customers  acquiring a competitor in the south eastern
part of the United States.  Sales also improved due to the strong  acceptance of
the Company's equine  products.  Cattle product sales in all markets continue to
improve due to the strong cattle prices and an overall strong  economy.  Special
sales to expo centers,  universities  and  fairgrounds  also  contributed to the
years record  sales.  The Company  continues to increase  sales  efforts in this
market,   since  it  is  an  area  the  Company  feels  has  tremendous   growth
opportunities.  Sales at the Dodge City  plant  improved  due to the  production

                                       14
<PAGE>
support from the hydraulic plant in Oklahoma.  With the past and continued labor
problems  and  production  inefficiencies  in the Dodge City plant,  some of the
production  had to be  moved to  Oklahoma  until  the new  plant  in  Thomas  is
complete.  As reported in Fiscal 1999,  management has  successfully  reached an
agreement  with the  Economic  Development  Authority  of  Thomas,  Oklahoma  to
construct  a new modern  facility to house the  consolidation  of the Dodge City
facility and temporary Thomas  location.  The facility will be owned by the City
of Thomas and the Company will  lease/purchase it over a twenty year term. It is
anticipated  that completion of the production  facility and move to be finished
by December 31,  2000.  The effects on sales by the  consolidation  into the new
Thomas  facility  will  start to be  realized  in  spring  of  2001.  Management
anticipates  that the long awaited new paint system  combined with the abundance
of labor will greatly improve sales and give the Company a competitive advantage
in the  market  place.  Sales in rodeo  equipment  remain  strong  as the  rodeo
business  continues  to show  growth  all across  the  United  States.  With the
completion of the new plant,  introduction of the new and improved products, and
a solid marketing plan, the Company anticipates seeing continued growth in sales
and market share in fiscal 2001.

Gross  margins  continued to improve to 19.1% in fiscal 2000 from 18.8% in 1999.
The  livestock  handling  equipment  segment  improved  to 20.6% in fiscal  2000
compared to 19.5% in 1999, while the water and  environmental  segment decreased
slightly  to  17.2% in 2000  compared  to 18% in 1999.  The  improvement  in the
livestock  equipment  segment  was  realized  despite  the labor and  production
problems that persist at the Dodge City location. To combat these problems,  the
Company has used the other  production  facilities  in Oklahoma to help  produce
product and ship to Dodge City for paint and  distribution  to  customers.  With
these steps  taken,  the Company was able to  introduce  new products and expand
some existing lines,  which enabled sales to increase,  thereby  improving gross
margins. It is expected that with the consolidation of the hydraulic division in
Oklahoma  and Dodge  City,  Kansas  operations  to the new plant in Thomas  that
margins will improve sharply in the future due to lower cost and less production
inefficiencies.  Gross margins in the water and  environmental  segment declined
slightly  even though  sales of the higher  margin  custom  fabricated  products
improved.  Based on the increase cost of PVC plastic pipe rising  rapidly during
the year the Company could not pass all the related  increase on to customers to
maintain normal margins.  As prices settle,  it is anticipated that margins will
improve and probably  increase over normal levels because of the  predictability
of cost. The wholesale of water well products  continues to be very  competitive
with margins that normally are below that of the manufactured and custom product
margins,  while the  wholesale  side of the business,  by its nature,  is highly
competitive.  Titan will continue to find products with more competitive  prices
and products to fill customers needs.

Selling  expenses as a percentage  of sales  decreased to 7.1% in fiscal 2000 as
compared to 8.1% in 1999. This decrease was due to the  significant  increase in
sales without the related  increase in expense.  The total  dollars  expended on
selling expense did increase from $1,324,702 in 1999 to $1,516,131 in 2000. This
increase was due to higher  travel cost  related to higher fuel prices,  lodging
costs,  and airline  fares.  The Company had  expected to spend more  dollars on
introducing  new  products  and  expanding  product  lines into new  markets not
previously  serviced.  The  increased  sales  expense is a direct  effect of the
aggressive  sales and marketing plan  maintained by both segments of the Company
over  previous  years,  and new sales  personnel  added in both  segments of the
Company.  Selling  expense  in the  water  and  environmental  products  segment
decreased  from 6.6% in 1999 to 6.1% in fiscal  2000.  Selling  expenses  in the
livestock  equipment  segment decreased from 9.3% in 1999 to 7.8% for the fiscal
year  ended  June 30,  2000.  The  Company is going to  continue  an  aggressive
marketing plan to expand the  distributor/dealer  network,  introduce new higher
margin  products,  thereby  maintaining  selling expenses at current levels as a
percentage of sales.

General and administration  expense remained constant at 8.9% as a percentage of
sales in both  fiscal  2000 and 1999.  The total  dollars  spent on general  and
administration  expenses  increased  from  $1,456,589  in 1999 to  $1,901,143 in
fiscal  2000.  This  increase  was  attributed  to the  write  off  of  accounts
receivables,  costs of  acquiring  the Adrian J. Paul  Company and  professional
fees. The Company  anticipates that general and administration  expenses will be
cut due to the consolidation of two production plants in the livestock equipment
segment.   The  Company  will  continue  to  tighten  credit  policies,   review
administration expense, and find ways to lower costs while increasing sales.

                                       15
<PAGE>
Interest expense increased slightly in fiscal 2000 to $316,604 from $293,632 for
the same period of 1999.  This  increase  of $22,972 is directly  related to the
raise  in the  prime  interest  rate,  and  increase  costs of  carrying  higher
inventories  and accounts  receivable  resulting  from the growth in sales.  The
Company  anticipates  that sales will  continue to grow,  but with the increased
profits average borrowings should remain at current levels.

It is anticipated that sales and profits in the livestock equipment segment will
continue to show strong  improvement due to the  consolidation of two production
plants  into the new plant in Thomas,  Oklahoma.  Sales and profits in the water
and  environmental  product  segment will be somewhat  subjected to the relative
volatile  PVC market but with new custom  fabricated  products  to fit  customer
needs, this segment will continue to grow in sales and improve profits.

Fiscal Year Ended June 30, 1999 Compared to Fiscal Year Ended June 30, 1998.

The  Company had net  earnings  of $104,808 in 1999,  as compared to $87,420 for
1998.  After showing a net loss of $104,217 through the first half of the fiscal
year,  the Company made a profit of $39,879 during the third quarter ended March
31, 1999 and $169,146 for the fourth  quarter ended June 30, 1999.  The improved
sales and profits were realized in both segments,  however, the largest increase
was  achieved in the  livestock  equipment  segment  due to improved  market and
weather conditions over the first half of the year. Another factor  contributing
to the improvement was the market acceptance of new products  introduced by both
segments over the last six months of the fiscal year.

Total sales increase  $810,903 or 5.2% to $16,387,043 in fiscal 1999 as compared
to $15,576,140 in fiscal 1998.  Total sales in the livestock  equipment  segment
increased  by $120,271 to  $9,108,446.  While  sales in this  segment  increased
overall,  sales at W-W Manufacturing in Dodge City, Kansas decreased by $195,573
while sales at the Livingston  Tennessee plant  increased by $315,844.  Sales in
the  water  and   environmental   products  segment  increased  by  $690,632  to
$7,278,597.  During  fiscal 1999,  the sales  increase was due to the  continued
growth in custom fabrication,  various manufactured pipe products and an overall
increase in PVC pipe prices.  The Company has also experienced growth because of
the  continued  efforts of the sales  staff to expand its present and new market
areas.  Additional growth was realized in the west, primarily California,  where
record sales of slotted and  perforated  pipe were  reached.  The Company  spent
considerable  time  working the  upper-Midwest  market by having to increase its
sales and show  participation in that area. The result of this effort is clearly
apparent in sales.  Other areas that have seen  moderate  increases  include the
southeast and south regions.  These sales and marketing  efforts have helped the
Company  achieve better than  break-even  sales levels during the  traditionally
slow winter  months.  During the last half of the fiscal  year,  management  has
taken  steps to  increase  sales in its  Oklahoma  City  distribution  location,
formerly known as Wholesale Pump. Since  purchasing  Wholesale Pump, the Company
has realized a drop in sales  volume.  This was  primarily due to a reduction in
environmental sales, which traditionally was a strong part of that business. The
Company has added some new product lines to its wholesale products thus enabling
the Company to be more  competitive in the Oklahoma market area. Titan continues
to be a leader in supplying  slotted and  perforated  pipe to all aspects of the
horizontal drilling, waste treatment,  mining, and environmental  industries. As
the Company moves into fiscal 2000, it plans on continuing its aggressive  sales
efforts in new  market  areas and  expanding  distribution  of its  manufactured
product line.  The Company  maintains  that its current and future  success will
carry on based on Titan's  ability to provide  service and delivery to customers
throughout all its market areas.

Sales in the  livestock  equipment  segment  started  out very  sluggish  due to
extreme  drought  conditions  in the  southwest and low cattle prices during the
first half of fiscal 1999.  As the Company moved into the last half of the year,
market  conditions  improved and the introduction of new equine products created
stronger customer demand. Sales improved  dramatically in the eastern market due
to an  existing  customer  purchasing  one of  their  competitors  that  was not
handling the W-W line of equipment. Also, the eastern market continues to become
more  familiar  with  stronger and heavier  equipment  that W-W produces and the
demand for this equipment  continues to improve.  Sales in the W-W Manufacturing
Dodge City plant decreased,  as

                                       16
<PAGE>
mentioned  earlier,  due to extreme dry conditions  during the first quarter and
production inefficiencies attributable to a shortage of labor in the local area.
Labor  continues  to be a  major  problem  for the  Dodge  City  plant.  With no
unemployment  in the area, it has been  difficult to find adequate  employees to
fill all the manufacturing jobs on a regular basis. The labor problem has caused
the   Company   a   backlog   of   orders   larger   than   is   desirable   and
distributors/dealers  have been concerned  with the shipments.  In order for the
Company  to meet  demand and keep up with the  aggressive  marketing  plan,  the
Company  has  decided  to move the Dodge City  location.  The  western  Oklahoma
market, where the present hydraulic division is located, has had plenty of labor
and is better suited for the W-W operations. Management has successfully reached
a  tentative  agreement  with the  Economic  Development  Authority  of  Thomas,
Oklahoma  to move its Dodge City,  Kansas and  Weatherford,  Oklahoma  plants to
Thomas,  Oklahoma.  The agreement calls for the construction of a new 75,000 sq.
foot  manufacturing  facility  including  a new powder  coat paint  system.  The
facility will be owned by the City of Thomas and the Company will lease/purchase
it through various federal, state, and local grants, various low interest loans,
and a portion financed through a local bank over a twenty year term. The Company
will receive various state and local tax incentives and the cost of moving to be
provided by the City of Thomas.  Management believes the final agreement will be
signed in the fall of 1999 with the expected  move date to be the late summer of
2000.  The Company  continued  its efforts of expanding  the  distributor/dealer
network,  rodeo  sponsorships,  and special  designed  installation  as it moved
through the last half of the fiscal  year.  In order to improve  Dodge City area
sales with the labor  shortage,  some  production of products,  mainly the panel
lines,  had  to  be  partially  moved  to  the  hydraulic  production  plant  in
Weatherford,  Oklahoma.  While this helped to improve  shipments and  shortening
lead  times,  it added  additional  handling,  freight,  and other  costs to the
finished  products.  The new and existing equine (horse) equipment  continues to
gain  momentum in the east and other areas of the country  that have large horse
populations.  Special designs and large arena installations remain strong as the
Company  continues its marketing  efforts of this business  segment.  During the
last part of the fiscal year, the sales of cattle products  remained level while
the other non-traditional cattle products exhibited strong improvement. Sales in
rodeo equipment remain secure as the rodeo business  continues to show growth in
all parts of the United States.  With the Company continuing its solid marketing
efforts in new markets,  the  introduction  of new  products,  it should  ensure
additional  growth and market  share in fiscal 2000.  The sales  increase in the
water and  environmental  product segment  continued from its strong finish from
the end of fiscal 1998.

Gross  margins  improved  slightly  to 18.8%  in 1999  from  18.4% in 1998.  The
livestock handling equipment segment improved to 19.5% in 1999 compared to 18.4%
in 1998, and the water and  environmental  segment  improved its gross profit to
18% in 1999 compared to 17.5% in 1998. The overall  improvement in the livestock
equipment  segment  was  realized at the W-W  Manufacturing  plant in Dodge City
despite obvious labor problems and production  inefficiencies.  Gross margins at
the Eagle plant  (Livingston,  Tennessee) remain relatively steady with a slight
decline towards the end of the year. It is expected that gross margins in fiscal
2000 will remain fairly constant until the Company moves its Kansas operation to
Oklahoma  in the  spring  of  2000.  The  move  and  consolidation  of  the  W-W
Manufacturing  Dodge  City  plant and the  hydraulic  division  in  Weatherford,
Oklahoma is expected  to improve  margins due to lower cost and less  production
inefficiencies.  Gross margins in the water and  environmental  products segment
continue to improve as more and more sales are  generated  through the Company's
manufactured  products  aspect of the  business.  The  manufactured  goods which
started  with  standard  flush  joint PVC screen and casing has lead the Company
into  slotting  high  density  polyethylene  pipe  and into  more  sophisticated
applications  found in  landfills,  mining,  and  various  highway  construction
projects. Titan's Ver-Ta-Slot product continues to improve due to the ability to
vary slot  openings in numerous  diameters,  schedules,  and types of pipe.  The
Ver-Ta-Slot  process  has been  developed  for all  applications  and  materials
including  plain  end,  belled  end,  flush  joint,  and  gasket  end pipe.  The
Enviroflex  screen  developed  by Titan also  continues  to show  strength  as a
cost-effective method to prevent sedimentation in horizontal  remidiation wells.
This screen is used in  diversified  ground water  extraction  applications  and
solid vapor extraction wells. A new product developed and tested by Titan during
fiscal  1999,  which  assisted  in adding  significant  sales,  is the  Stalwart
Emergency Hand Pump.  The pump offers the customer an  inexpensive  back up pump
for  submersibles  which may fail for various  reasons.  The  advantages  of the
back-up  system is there is no need to dismantle an existing  well, but can pump
water to high locations and it is made from non-corrosive  materials,  therefore
allowing for years of

                                       17
<PAGE>
usage.  Finding  new  applications  of  existing  products  and these  other new
products  will  help  Titan  continue  to  improve  sales and  margins  with its
manufacturing  products and custom fabrication.  The gross margins also improved
due to a general  improvement  in PVC prices  during the year.  The wholesale of
water and water well  products  continues to be a very  competitive  area of the
business.  As sales and margins remain fairly consistent throughout fiscal 1999,
the Company is looking for  additional  improvement in this area by finding more
competitive prices and products to fill the needs of its customers.

Selling  expenses as a percentage of sales increased to 8.1% in 1999 as compared
to 7.6% in 1998. Selling expense in the water and environmental products segment
remains reasonably  constant with a slight increase from 6.4% in 1998 to 6.6% in
1999. The selling expense in the livestock equipment segment increased from 8.5%
in 1998 to 9.3% in 1999.  Selling  expenses  increased  in both  segments of the
business  due to the high cost  associated  with  promoting  new products to the
marketplace,   additional   travel  cost  in  marketing   the  products  to  new
distributors/dealers,  and  expanding  present  market  areas.  The  Company had
forecasted  increasing the selling expense as a percentage of sales as explained
in the prior year's report. The Companies will continue an aggressive  marketing
plan to expand its dealer  network as it moves into fiscal  2000,  but would not
anticipate to see any significant increase in cost as it relates to a percentage
of sales

General and administration expense decreased as a percentage of sales to 8.9% in
1999 from 9.2% in 1998.  The total dollars  spent on general and  administrative
expenses  increased  slightly  to  $1,456,589  in 1999  from  1,431,249  in 1998
representing   an  increase  of  $25,340.   While  slight,   this  increase  was
attributable  to higher  expenses in both  operating  segments in overhead,  and
accounts  receivable  write-offs.  Management  will  continue  to take  steps to
tighten credit  policies  therefore  allowing for sales growth,  and at the same
time minimizing the risk of uncollected accounts  receivables.  The Company will
continue  to review all  administrative  expenses in the future in order to find
ways to keep costs as low as possible.

Interest  expense  continued to decline in fiscal 1999 to $293,632 from $340,182
in 1998. Management successfully completed new banking arrangements with Norwest
Business Credit Inc. of Colorado  whereby  reducing our overall  borrowing cost.
These  lines  of  credit  are at more  competitive  rates,  and  allow  for more
flexibility  in structure.  The Company  utilizes a lock box system for receipts
therefore  speeding up the  processing  time and allowing for a daily direct pay
down on the line of credit.  Management feels the steps taken to reduce costs in
1999 will  continue to benefit the Company as it moves into the new fiscal year.
Fiscal 2000 should be a year of continued  growth in both sales and profits with
the new  manufacturing  plant for the livestock  equipment  segment,  aggressive
marketing efforts, and continued cost reductions in all areas of the Company.

Fiscal Year Ended June 30, 1998 Compared to Fiscal Year Ended June 30, 1997.

The  Company  had net  earnings  of $87,420 in 1998,  as compared to $28,120 for
1997. Had the Company not realized a loss of $72,354 on the Texas land sale, the
Company would have had a profit of $159,774. The overall improved performance is
due to improved sales and profits in the livestock  equipment  segment primarily
the Eagle plant,  while the water and environmental  products segments sales and
profits were slightly decreased compared to 1997.

Total sales increased $503,855 or 3.3% to $15,576,140 in fiscal 1998 as compared
to  $15,072,285  in fiscal  1997.  Total sales in  livestock  equipment  segment
increased  $817,204 to $8,988,175 in 1998. Sales in the water and  environmental
products segment decreased $313,349 to $6,587,965 in 1998 compared to $6,901,314
in 1997.  Sales  volume  at both  Eagle of  $349,118  and W-W  Manufacturing  of
$468,086  contributed  to the increase in livestock  handling  equipment  sales.
Sales increases were realized even though the cattle industry showed a down turn
during the late winter through summer months.  Extreme dry weather conditions in
the south along with  depressed  cattle prices  contributed  to the overall poor
performance of the cattle  industry as a whole during the last half of the year.
The  continuing  efforts of  expanding  the  distributor/dealer  network,  rodeo
sponsorships,  and special designed installations contributed to the increase in
sales.  Sales continue to improve on new panel lines,  and remained  steady with
the  traditional  heavy cattle

                                       18
<PAGE>
equipment.  New  and  continuing  equine  (horse)  equipment  continues  to gain
strength  in the east and  other  areas of the  country  that have  large  horse
populations.  The company will  continue its efforts to produce new and redesign
equipment  to meet the  demands  of all  customers.  Special  designs  and large
installations  remain strong as the Company  continues to market its products at
this segment of the business. This livestock segment has also been successful in
selling its products to other parts of the world including  Japan,  Europe,  and
South  America.  Sales in rodeo  equipment  remain strong as the rodeo  business
continues  to show  growth in all parts of the United  States.  With the Company
continuing  to expand in new  market  areas  mainly  the west and upper  midwest
states,  and  continuing  to evaluate all product  lines.  Sales are expected to
remain strong through fiscal 1999.

Sales  decreased  in  the  water  and  environmental  product  segment  overall.
Environmental  products  continue  to  decline  with  the  governmental  funding
continuing  to be cut.  The other major  factor  contributing  to the decline in
sales is the depressed PVC pipe prices.  Prices on PVC pipe are at all time lows
and are expected to remain low during the winter months into spring.  Prices are
expected to improve as we move into spring and summer of 1999.

The water well supplies aspect of this segment  continues to be very competitive
in  pricing  and  margin.  While  this  aspect  of  the  business  remains  very
competitive,  the Company continues to expand its other division of manufactured
products.  The Company  continues  to  manufacture  various  pipes,  tanks,  and
accessories for the water,  horizontal  drilling,  waste  treatment,  and mining
industries.  The  custom  fabrication  market  continues  to grow  with  present
applications used for filtration,  drainage,  dewatering and other  construction
application.  With  the  success  of  slotted  and  perforated  pipe and the new
emerging enviroflex product,  the Company should see an improvement in sales and
profits through fiscal 1999.

Gross  margins  declined to 18.4% in 1998 from 19.0% in 1997.  The  decrease was
realized in the livestock  equipment segment showing an overall decline to 18.4%
in 1998 from 20.6% in 1997.  The water and  environmental  segment  improved its
gross  margin to 17.5% in 1998 as compared to 17.0% in 1997.  The decline in the
livestock  equipment segment gross margins was due to a significant  decrease at
the W-W Manufacturing  plant in Dodge City, Kansas due to severe labor shortages
and extreme inefficiency in production.  Standard product had to be manufactured
at its Weatherford,  Oklahoma plant then shipped to the Dodge City, Kansas plant
for shipment to the end customer.  This resulted in high level of inefficiencies
and added freight cost. Gross margins continued to improve at the Eagle plant in
Livingston,  Tennessee  to 15.0%  in 1998 as  compared  to  11.5%  in 1997.  The
increase in gross margins in the water and  environmental  products segment were
due to increased sales in the companies manufactured products. Sales continue to
do well in standard flush joint PVC screen and casing, and slotted  high-density
polyethylene pipe introduced in fiscal 1996.

Titan's Ver-ta Slot product continues to show acceptance which product developed
for heavier wall  applications  found in  landfills  highway  construction,  and
various mining applications.  Vertical slotted openings are available in various
diameters,  schedules,  and types of pipe the Company had  developed  the Ver-ta
Slot for all applications  and material  including belled end, gasket end, plain
end, or flush joint  material.  With the  introduction  of the  Enviroflex  well
screen,  Titan again leads the way with an innovative  well screen that's a cost
effective way to prevent  sedimentation in horizontal  remidiation  wells.  This
screen offers  strength and high  performance  not found in other screens.  This
screens can be used for ground water, extraction  applications,  and solid vapor
extraction  wells.  These and other new products being developed will help Titan
maintain its reputation for high quality, and innovative products.

Selling  expenses as a percentage of sales remained  constant at 7.6% in 1998 as
compared  to 1997.  The  selling  expenses in the  livestock  equipment  segment
decreased to 8.5% in 1998  compared to 9.2% in 1997.  The decrease is attributed
to the  continuing  improvement  in  sales  in the  distribution/dealer  network
without a  corresponding  increase in selling  expenses.  The  Company  plans to
increase  some selling  expenses in new market areas in the coming  fiscal year.
Selling expenses in the water and  environmental  products segment  increased to
6.4% in 1998  compared to 5.6% in 1997.  This increase is attributed to up front
selling and

                                       19
<PAGE>
marketing expenses related to several introductions of new products. The Company
plans to pursue new markets for its products  therefor  continuing to see slight
increases in selling  expenses  throughout the balance of the fiscal year. It is
expected that total dollars expended on selling expenses will increase in fiscal
1998-1999,  but the overall  sales  expense will remain  fairly  consistent as a
percentage of sales.

General and administration expenses increased $67,418 in fiscal 1998 as compared
to fiscal  1997.  This is  attributed  to the increase in write offs of accounts
receivable in both segments.  On a comparable  basis had the write offs not been
significant,  the  Companies  general  and  administrative  expenses  would have
decreased  during  fiscal  1998.  Management  has taken the  necessary  steps to
tighten credit  policies where by allowing for sales growth to continue,  and at
the same time minimize the risk of future write offs.  The company has taken and
will continue to find ways of lowering  general and  administrative  expenses in
the future. All expenses are reviewed and compared to budgeted  projections on a
monthly basis then reviewed with both operating  segments to insure expenses are
kept as low as possible.

Interest  expenses  continued  to decline in 1998 to $340,182  from  $374,522 in
1997.  The  company  continued  to pay down  debt  during  1998  reducing  it by
$432,051;  compared to a reduction of $142,742 in fiscal 1997. Subsequent to the
year-end, management has received a financial commitment for new lines of credit
with  Norwest  Business  Credit  Inc.  of  Colorado.  These  lines  are at  more
competitive  rates and the structure will allow the Company more flexibility and
should lower interest  expenses  throughout  1999. The steps taken over the past
year in reducing  selling,  general and  administrative,  and interest  expenses
should continue in fiscal 1999.  Management  feels that fiscal 1999 will benefit
more from these cost  reductions  than in 1998 as they will have an effect for a
twelve-month  period.  Fiscal 1999 should be a year of continued growth in sales
and profits  through the aggressive  marketing  efforts and cost reductions that
have been implemented in all segments of the Company.

Impact of Year 2000:

During late fall 1999,  the Company  made  routine  software  updates and system
reviews to its computer system to be "Year 2000" compliant.  As of June 30, 2000
the Company has not experienced  any  significant  disruptions to its operations
due to "Year 2000" issues.

Inflation:

Inflation  has not been a  significant  factor in net  income  in  recent  years
because of the relatively modest rate of price increases in the United States.

Liquidity and Capital Resources:

The  Company's   principal  sources  of  liquidity  are  from  working  capital,
internally  generated  funds and  borrowings  under its credit  facilities.  The
Company  improved  working  capital to  $3,949,982  in fiscal  2000  compared to
$3,396,955  for the same  period  of 1999.  The  Company  generated  funds  from
operations  with  net  earnings  of  $338,777  and  produced  a cash  flow  from
operations of $153,047 for fiscal 2000.  With the increase of sales,  borrowings
under  the  revolving  credit  facility  had a net  increase  of  $42,146.  This
increase,  while only  slight,  along with net  earnings was needed to carry the
increase to support the additional  accounts  receivable and inventory resulting
from significant sales growth.

On March 17, 2000, the W-W hydraulic division in Weatherford,  Oklahoma suffered
a fire that  destroyed  the majority of the  production  plant.  The Company had
adequate insurance coverage to cover the building,  inventory,  contents and any
loss  of  income,  therefore  there  was no  material  effect  on the  Company's
financial condition.  With the destruction of the building,  the Company decided
to move production to temporary facilities in Thomas, Oklahoma until moving into
the new  production  plant  already under  construction.  As of the date of this
report the Company has a sales contract on the semi-destroyed  building and land
and should  close the sale in  December  2000.  The  proceeds on the sale of the
building  will be used to pay off the  remaining  real  estate loan with a local
bank in Weatherford.

                                       20
<PAGE>
During the year, the Company's  primary lender,  Norwest  Business Credit merged
with Wells Fargo Business  Credit,  with Wells Fargo  Business  Credit being the
surviving entity. The results of the merger had no effect on the Company's lines
of credit or  relationship  with the bank.  The  Company  negotiated  an amended
revolving  credit  facility  during the year by increasing  its upper  borrowing
limits, in case it was needed to support the present and future growth in sales.
Another of the Company's  lending  institutions  went through a merger affecting
the real estate loan at the  Livingston,  Tennessee  location.  AmSouth  Bank of
Birmingham,  Alabama bought out First American Bank. The  forbearance  agreement
that was granted by First American on the  Livingston,  Tennessee  facility real
estate  through  October 31, 2000 is being  renewed  with AmSouth Bank for three
years under standard terms yet to be finalized at the time of this report.

Cash flow from  operations  were  affected  by the write down of slow moving and
obsolete inventory. The Company has made changes in product designs and products
being offered in both segments, thereby creating some raw materials and finished
goods  inventory  that would not sell at all or sell for much less than original
cost.  A  provision  for loss and write off of accounts  receivable  amounted to
$314,084 or 1.5% of sales for the fiscal year ended June 30, 2000 as compared to
$133,703 or .8% of sales for the same  period of 1999.  This  increase  resulted
from the aggressive sales and marketing plans and to several large accounts that
were deemed  uncollectable  due to no and/or slow pay history.  The Company will
continue to pursue  collection of these accounts and tighten its credit policies
through fiscal 2001.

The  Company  used cash in  investing  activities  primarily  for  updating  and
purchasing of new property and equipment  needed in both  segments.  The Company
had a net increase in investing activities of $77,531 in fiscal 2000 as compared
to  $20,518  for the same  period  of 1999.  Net cash  provided  from  financing
activities  resulted in a net  increase in borrowing  on its'  revolving  credit
lines of $42,146. With the increase in sales growth experience,  the Company has
used its increased revolving lines extensively to carry the additional inventory
and accounts  receivable that come along with growth.  As the Company moves into
the new fiscal year it anticipates it can continue its aggressive  marketing and
sales  efforts  with the  present  credit  lines  and  should  maintain  average
borrowings at or near fiscal 2000 levels.

Based in current conditions in all subsidiaries and general economic conditions,
the  Company  anticipates  continuation  of profits  for fiscal  2001.  However,
management  does  anticipate  that moving the WW livestock  equipment plant from
Dodge City,  Kansas to Thomas,  Oklahoma will have some effects on profitability
during and for a period  shortly  after the move.  The  Company  feels that with
traditional cash flow continuing to improve, lower overall operating cost, and a
new modern  production  facility,  that the Company will  continue to improve in
fiscal 2001.

                                       21
<PAGE>
Item 8.           Financial Statements and Supplementary Data.
-------           --------------------------------------------


                             W W CAPITAL CORPORATION
                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

                                                                       PAGE
                                                                       ----

Financial Statements:

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

Consolidated Balance Sheets as of June 30, 2000 and
June 30, 1999.    .   .    .   .    .   .   .    .   .    .     .   .  F2, F3

Consolidated Statements of Income for the years
ended June 30, 2000, 1999 and 1998      .   .    .   .    .     .   .  F-4

Consolidated Statements of Stockholders' Equity for
the years ended June 30, 2000, 1999 and 1998     .   .    .     .   .  F-5

Consolidated Statements of Cash Flows for the years ended
June 30, 2000, 1999 and 1998   .    .   .   .    .   .    .     .   .  F6. F7

Notes to Consolidated Financial Statements       .   .    .     .   .  F-8


Financial Statement Schedules:

Independent Auditors' Report   .    .   .   .    .   .    .     .   .  S-1

I - Condensed Financial Information of Registrant    .    .     .   .  S-2

II - Valuation and Qualifying Accounts      .    .   .    .     .   .  S-6


All other schedules are omitted because they are not applicable or not required,
or because the required  information is included in the  consolidated  financial
statements or notes thereto.

                                       22
<PAGE>
Independent Auditor's Report

Board of Directors and Stockholders
W W Capital Corporation
Fort Collins, Colorado

         We have audited the  accompanying  consolidated  balance  sheets of W W
Capital  Corporation  and  subsidiaries  as of June 30,  2000 and 1999,  and the
related consolidated statements of income,  stockholders' equity, and cash flows
for the each of the three years ended June 30, 2000. These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

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

         In our opinion the consolidated  financial statements referred to above
present fairly, in all material respects,  the financial position of W W Capital
Corporation  and  subsidiaries  as of June 30, 2000 and 1999, and the results of
their operations and their cash flows for each of the three years ended June 30,
2000, in conformity with generally accepted accounting principles.






                                           BROCK AND COMPANY, CPAs, P.C.


Fort Collins, Colorado
October 11, 2000



                                      F-1
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Balance Sheets
==============================================================================================

June 30                                                                    2000        1999
----------------------------------------------------------------------------------------------
<S>                                                                    <C>          <C>
ASSETS

Current Assets
    Cash                                                               $  410,883   $  311,491
    Accounts receivable, trade, net of allowance for doubtful
       accounts of $88,000 in 2000 and $115,000 in 1999                 2,690,734    2,182,593
    Accounts receivable, other                                             42,789       43,545
    Inventories                                                         4,317,954    3,475,749
    Prepaid expenses                                                       35,914       17,058
    Current portion of notes receivable, related parties                      507          465
    Deferred income tax asset                                             114,000         --
                                                                       ----------   ----------
              Total current assets                                      7,612,781    6,030,901
                                                                       ----------   ----------

Property and Equipment, net of accumulated
    depreciation of $2,858,586 in 2000 and
    $2,786,644 in 1999                                                  1,959,327    2,073,919
                                                                       ----------   ----------


Other Assets
    Long-term notes receivable, related parties, net current portion       21,627       22,135
    Loan acquisition costs, net of accumulated amortization
       of $42,661 in 2000 and $11,689 in 1999                              41,294       72,266
    Other assets                                                           10,455       21,571
                                                                       ----------   ----------
              Total other assets                                           73,376      115,972
                                                                       ----------   ----------


              Total assets                                             $9,645,484   $8,220,792
                                                                       ==========   ==========
</TABLE>


The  accompanying  Notes  are an  integral  part of the  consolidated  financial
statements

                                      F-2
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Balance Sheets (continued)
============================================================================================

June 30                                                                2000          1999
--------------------------------------------------------------------------------------------
<S>                                                               <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities
    Accounts payable                                              $ 2,728,867    $ 2,129,501
    Accrued payroll and related taxes                                 303,280        216,719
    Accrued property taxes                                             30,254         23,062
    Accrued interest payable                                           26,203         19,790
    Accrued income taxes, current                                      45,000           --
    Other current liabilities                                          88,195            874
    Current portion of notes payable                                  418,000        227,000
    Current portion of capital lease obligation                        23,000         17,000
                                                                  -----------    -----------
              Total current liabilities                             3,662,799      2,633,946
                                                                  -----------    -----------

Long - Term Liabilities
    Long-term notes payable, net of current portion                 2,783,192      2,898,626
    Long-term capital lease obligations, net of current portion        68,426         73,002
    Deferred income tax liability                                     131,000           --
    Negative goodwill, net of accumulated amortization of $781
       in 2000                                                         46,072           --
                                                                  -----------    -----------
              Net long term liabilities                             3,028,690      2,971,628
                                                                  -----------    -----------

              Total liabilities                                     6,691,489      5,605,574
                                                                  -----------    -----------

Commitments and Contingency                                              --             --

Stockholders' Equity
    Preferred stock, $10.00 par value,
       400,000 shares authorized                                         --             --
    Common stock, $0.01 par value, 15,000,000 shares
       authorized, 5,540,661 shares issued in 2000 and 1999            55,406         55,406
    Capital in excess of par value                                  3,304,629      3,304,629
    Accumulated deficit                                              (357,134)      (695,911)
                                                                  -----------    -----------
                                                                    3,002,901      2,664,124
    Less 120,264 shares of treasury stock, at cost                    (48,906)       (48,906)
                                                                  -----------    -----------
              Net stockholders' equity                              2,953,995      2,615,218
                                                                  -----------    -----------

              Total liabilities and stockholders' equity          $ 9,645,484    $ 8,220,792
                                                                  ===========    ===========
</TABLE>

The  accompanying  Notes  are an  integral  part of the  consolidated  financial
statements

                                      F-3
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Statements of Income
==============================================================================================

Years ended June 30                                   2000            1999            1998
----------------------------------------------------------------------------------------------
<S>                                              <C>             <C>             <C>
Net Sales                                        $ 21,263,753    $ 16,387,043    $ 15,576,140
Cost of Goods Sold                                 17,212,259      13,302,081      12,709,034
                                                 ------------    ------------    ------------
              Gross profit                          4,051,494       3,084,962       2,867,106
                                                 ------------    ------------    ------------

Operating Expenses
    Selling expenses                                1,516,131       1,324,702       1,188,403
    General and administrative expenses             1,901,143       1,456,589       1,431,249
                                                 ------------    ------------    ------------
              Total operating expenses              3,417,274       2,781,291       2,619,652
                                                 ------------    ------------    ------------

Income From Operations                                634,220         303,671         247,454
                                                 ------------    ------------    ------------


Other Income (Expense)
    Interest income                                    64,252          70,580          81,910
    Interest expense                                 (316,604)       (293,632)       (340,182)
    Realized loss on real estate held for sale           --              --           (72,354)
    Gain on property and equipment
       dispositions                                       685           1,653          87,122
    Other income, net                                  18,224          22,536          83,470
                                                 ------------    ------------    ------------
              Net other income (expense)             (233,443)       (198,863)       (160,034)
                                                 ------------    ------------    ------------

Earnings Before Income Taxes                          400,777         104,808          87,420

Income Tax                                             62,000            --              --
                                                 ------------    ------------    ------------

              Net earnings $                          338,777    $    104,808    $     87,420
                                                 ============    ============    ============

Earnings Per Common Share
    Basic
       Net earnings                              $       0.06          $0 .02    $       0.02
       Weighted average number of
          common shares                             5,540,661       5,540,661       5,540,661

    Diluted
       Net earnings                              $       0.06    $       0.02    $       0.02
       Weighted average number of
          common shares                             5,540,661       5,540,661       5,560,794
</TABLE>

The  accompanying  Notes  are an  integral  part of the  consolidated  financial
statements

                                      F-4
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Statements of Stockholders' Equity
===================================================================================================================================

Years ended June 30, 2000, 1999 and 1998
-----------------------------------------------------------------------------------------------------------------------------------

                                                  Common Stock                                      Treasury Stock
                                             ---------------------      Capital                 --------------------     Total
                                              Number of      Par       In Excess   Accumulated   Number of             Stockholders'
                                                Shares      Value    of Par Value    Deficit      Shares       Cost       Equity
                                             ----------   --------   -----------  ------------   ---------  ---------  -----------
<S>                                           <C>         <C>        <C>          <C>            <C>        <C>         <C>
Balance, July 1, 1997                         5,540,661   $ 55,406   $ 3,304,629  $ (888,139)    (20,264)   $ (18,906)  $ 2,452,990

Acquisition of treasury stock                      --         --            --          --      (100,000)     (30,000)      (30,000)

Net earnings for year ended June 30, 1998          --         --            --        87,420        --           --          87,420
                                              ---------   --------   -----------  -----------    --------   ----------  -----------

Balance, June 30, 1998                        5,540,661     55,406     3,304,629    (800,719)   (120,264)     (48,906)    2,510,410

Net earnings for year ended June 30, 1999          --         --            --       104,808        --           --         104,808
                                              ---------   --------   -----------  -----------    --------   ----------  -----------

Balance, June 30, 1999                        5,540,661     55,406     3,304,629    (695,911)   (120,264)     (48,906)    2,615,218

Net earnings for year ended June 30, 2000          --         --            --       338,777        --           --         338,777
                                              ---------   --------   -----------  -----------    --------   ----------  -----------

Balance, June 30, 2000                        5,540,661   $ 55,406   $ 3,304,629  $ (357,134)   (120,264)   $ (48,906)  $ 2,953,995
                                            ===========   ========   ===========  ==========   =========    =========   ===========
</TABLE>

The  accompanying  Notes  are an  integral  part of the  consolidated  financial
statements

                                      F-5
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
==========================================================================================================

Years ended June 30                                                  2000            1999           1998
----------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>             <C>
Cash Flows From Operating Activities
    Net earnings                                              $    338,777    $    104,808    $     87,420
    Adjustments to reconcile net earnings
      to net cash provided by operating activities
        Depreciation                                               261,376         340,557         394,230
        Amortization                                                30,972          11,689            --
        Gain on dispositions of property and equipment                (685)         (1,653)        (87,122)
        Loss on sale of real estate held for sale                     --              --            72,354
        Provision for loss on accounts and notes receivable        314,084         133,703          87,795
        Amortization of negative goodwill                             (781)           --              --
        Write down of inventory to net realizable value            119,148            --              --
    Net changes in assets and liabilities
        Accounts receivable                                       (777,381)       (420,568)          5,947
        Inventories                                               (592,422)       (318,250)        183,657
        Other current and non-current assets                        (4,404)         27,110          (5,290)
        Accounts payable, accrued expenses and
          other current liabilities                                464,363         380,708        (456,312)
                                                              ------------    ------------    ------------
              Net cash provided by operating activities            153,047         258,104         282,679
                                                              ------------    ------------    ------------

Cash Flows From Investing Activities
    Proceeds from sale of real estate                                 --              --           198,681
    Proceeds from sale of property and equipment                    93,519           3,000         124,424
    Purchases of property and equipment                           (186,504)       (134,287)       (265,152)
    Proceeds from notes receivable, other                             --           110,341           6,209
    Proceeds from stockholders' notes receivable                       466             428           9,286
    Cash acquired in acquisition of subsidiary                      14,988            --              --
                                                              ------------    ------------    ------------
              Net cash provided (used) by
                  investing activities                             (77,531)        (20,518)         73,448
                                                              ------------    ------------    ------------

Cash Flows From Financing Activities
    Payments on lines of credit                                       --              --          (150,000)
    Borrowings on notes payable                                 18,705,745       7,980,226          49,506
    Payments on notes payable                                  (18,663,599)     (8,092,183)       (319,984)
    Payments on capital leases                                     (18,270)        (11,632)        (11,573)
    Payment of loan acquisition costs                                 --           (83,955)           --
                                                              ------------    ------------    ------------

              Net cash provided (used) by
                  financing activities                              23,876        (207,544)       (432,051)
                                                              ------------    ------------    ------------
</TABLE>

The  accompanying  Notes  are an  integral  part of the  consolidated  financial
statements

                                      F-6
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows (continued)
=======================================================================================

Years ended June 30                                       2000        1999        1998
---------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>
Net Increase (Decrease) in Cash                       $  99,392   $  30,042   $ (75,924)


Cash, Beginning of year                                 311,491     281,449     357,373
                                                      ---------   ---------   ---------


Cash, End of year                                     $ 410,883   $ 311,491   $ 281,449
                                                      =========   =========   =========


Supplemental Information
    Liabilities assumed to acquire subsidiary         $ 383,990   $    --     $    --

    Installment loans and capital leases to acquire
      property  and equipment                         $  53,114   $ 178,287   $    --

    Note receivable obtained in sale of
      real estate held for sale                       $    --     $    --     $ 110,000

    Treasury stock acquired in sale of property       $    --     $    --     $  30,000

    Cash paid during the period for interest          $ 309,863   $ 301,624   $ 334,092

</TABLE>

The  accompanying  Notes  are an  integral  part of the  consolidated  financial
statements

                                      F-7
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 2000
================================================================================

Note 1 - Summary of Significant Accounting Policies

               Nature  of   Operations.   W  W  Capital   Corporation   and  its
          wholly-owned  subsidiaries  (the  Company)  principally  engage in the
          manufacture,  distribution  and  sale  of a wide  range  of  livestock
          confinement and handling equipment, and in the processing,  purchasing
          and distributing of water well supplies.

               Basis of Presentation.  The accompanying  consolidated  financial
          statements include the accounts of W W Capital  Corporation and all of
          its  wholly-owned  subsidiaries,  W-W  Manufacturing  Co.,  Inc.  (W-W
          Manufacturing),  Titan Industries, Inc. (Titan) and Eagle Enterprises,
          Inc.  (Eagle).  W-W Manufacturing Co. acquired WW Paul Scales on March
          21, 2000.  The accounts of WW Paul Scales  since its  acquisition  are
          included in the consolidated  financial  statements.  During 1999, the
          Company consolidated W-W Manufacturing and Eagle into one legal entity
          without   effecting  the   financial   statements.   All   significant
          intercompany   accounts  and  transactions  have  been  eliminated  in
          consolidation.

               Use of Estimates.  The preparation of the Company's  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 and disclosures
          of  contingent  assets and  liabilities  at the date of the  financial
          statements  and the reported  amounts of revenues and expenses  during
          the  reporting   period.   Actual  results  could  differ  from  those
          estimates.

               Cash  Equivalents.  For purposes of the  statement of cash flows,
          the Company  considers  all highly liquid debt  investments  purchased
          with  an  original  maturity  of  three  months  or  less  to be  cash
          equivalents.

               Loan Impairment and Allowance for Doubtful Accounts.  The Company
          uses the  allowance  method of  accounting  for bad debts.  Individual
          notes are  evaluated  for  potential  impairment  when payments are in
          arrears.  Loans  identified as impaired are then valued based upon the
          present value of estimated future cash flows, valuation of collateral,
          or  management's   judgment  based  upon  general  market  conditions,
          historical trends or individual circumstances.  The resulting value is
          then compared to the carrying amount.  An allowance is established for
          any resulting  deficiency  in the loan value  compared to the carrying
          amount.

               The  Company  recognizes  the  entire  change  in  the  valuation
          allowance as bad debt  expense in the same manner in which  impairment
          initially  was  recognized or as a reduction in the amount of bad debt
          expense that otherwise would have been reported.  Interest  accrued on
          impaired loans is recognized as interest income. Payments received are
          applied first to accrued interest receivable and then to principal.

               The allowance for doubtful accounts are based on estimates and it
          is reasonably possible they may change in the near-term.

               Inventories.  Inventories  are  stated  at the  lower  of cost or
          market.  Cost includes  materials,  labor and production  costs and is
          determined on a first-in, first-out (FIFO) method.

               Property  and  Equipment.  Property and  equipment  are stated at
          cost.  Depreciation  is computed using  straight-line  and accelerated
          methods  over the  estimated  useful  lives of the  assets,  which are
          generally thirty to forty years for buildings and improvements,  three
          to seven years for leasehold  improvements and automobiles and trucks,
          and five to  seven  years  for  machinery  and  equipment  and  office
          equipment.  Amortization of equipment under capital leases is included
          in depreciation expense.

                                      F-8
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 2000
================================================================================

Note 1 - Summary of Significant Accounting Policies (continued)

                  Loan Acquisition  Costs.  Loan acquisition costs were incurred
          to obtain  certain of the Company's  long-term  debt.  Such costs have
          been capitalized and are being amortized over the terms of the related
          debt.

                  Long-Lived  Assets.  Long-lived assets to be held and used are
          recorded at cost. Management reviews long-lived assets and the related
          intangible  assets  for  impairment  whenever  events  or  changes  in
          circumstances  indicate the carrying  amount of such assets may not be
          recoverable. Recoverability of these assets is determined by comparing
          the forecasted  undiscounted  net cash flows of the operation to which
          the  assets  relate,  to  the  carrying  amount  including  associated
          intangible assets of such operation. If the operation is determined to
          be  unable  to  recover  the  carrying  amount  of  its  assets,  then
          intangible  assets  are  written  down  first,  followed  by the other
          long-lived  assets of the  operation,  to fair  value.  Fair  value is
          determined  based  on  discounted  cash  flows  or  appraised  values,
          depending upon the nature of the assets.

                  Warranty. The Company provides a warranty to its customers and
         the related costs are recorded at the time of service.  Future warranty
         costs are not  considered  significant  to the financial  statements as
         most warranty  work, if any, is generally  performed  shortly after the
         sale.

                  Stock-Based  Compensation.  The Company applies the provisions
         of Statement of Financial  Accounting Standards Board Statement No. 123
         (FAS 123),  "Accounting  for Stock-Based  Compensation."  The Statement
         defined a fair value based method of  accounting  for stock  options or
         similar  equity  instruments.  FAS 123 allows an entity to  continue to
         measure  compensation  cost for  employee  stock option plans using the
         intrinsic  value based method of  accounting  prescribed  by Accounting
         Principles  Board  Opinion  (APB)  No.  25,  which was  elected  by the
         Company.  FAS  123  requires  the  Company  to  make  certain  proforma
         disclosures  as if the fair value based  method had been  applied.  The
         effects of the fair value based method for the periods  presented  were
         not material for proforma disclosure.

                  Advertising.  The Company expenses the cost of advertising the
         first time the advertising takes place except for sales videos and show
         materials,  which were  capitalized  and amortized  over their expected
         period of future benefits of 60 and 36 months respectively.

                  At June 30, 2000 and 1999  $16,246 and $14,055 of  advertising
         cost was reported as assets.  Advertising expense for each of the three
         years  ended  June  30,  2000  was  $96,367,   $100,821  and  $110,082,
         respectively.

                  Income  Taxes.   Deferred  income  taxes  are  recognized  for
          temporary differences resulting from income and expense items reported
          for  financial  accounting  and tax  purposes  in  different  periods.
          Deferred  income  taxes  are  classified  as  current  or  noncurrent,
          depending on the classification of the assets and liabilities to which
          they relate.  Deferred income taxes arising from temporary differences
          that are not  related  to an  asset or  liability  are  classified  as
          current or noncurrent  depending on the periods in which the temporary
          differences  are expected to reverse.  The recognition of deferred tax
          assets is reduced  if  necessary,  by the  amount of any tax  benefits
          that, based on available evidence, are not expected to be realized.


                                      F-9
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 2000
================================================================================

Note 1 - Summary of Significant Accounting Policies (continued)

                  Per  Share  Data.  In  1998,  the  Company  adopted  Financial
         Accounting  Standards Board  Statement No. 128(FAS 128),  "Earnings Per
         Share."  The  statement   modifies  the  standards  for  computing  and
         presenting  earnings per share.  FAS 128 requires dual  presentation of
         basic  and  diluted  earnings  per  share  on the  face  of the  income
         statement.  Basic  earnings  per share  were  computed  on the basis of
         weighted  average number of shares  outstanding.  Diluted  earnings per
         share includes  outstanding  stock options,  unless the effect would be
         antidilutive.


Note 2 - Related Party Transactions

               Receivables.   Notes   receivable  from   stockholders   and  all
          affiliated entities consisted of the following at June 30:
<TABLE>
<S>                                                                    <C>         <C>
                                                                        2000          1999
                                                                        ----          ----

              Note receivable from a partnership  owned by certain of
         the  Company's  stockholders  bears  interest at 9%.  During
         October  1997,  the note was  renegotiated  to  provide  for
         annual   installments   of  $2,500   through  2017  and  for
         collateral  consisting  of  shares of the  Company's  common
         stock owned by the partners.                                  $22,134     $ 22,600

                           Less current portion                           (507)        (465)
                                                                       -------     --------
                                                                       $21,627     $ 22,135
                                                                       =======     ========
</TABLE>
                  During  the years  ended  June 30,  2000,  1999 and 1998,  the
         Company recorded  interest income of $1,993,  $2,034 and $2,072 for the
         notes receivable from related parties.

                  Accounts  receivable - other includes an advance to a Director
         of the Company with $925  outstanding  at June 30, 1999.  Director fees
         and expenses of $925 were applied against the balance during 2000.

                  Notes  Payable to  Stockholder.  The Company  has  outstanding
         balances of $7,246 and $14,521 payable to a former stockholder of Titan
         as of June 30, 2000 and 1999,  respectively.  The notes are  unsecured,
         bear interest at 10%, and are payable in total monthly  installments of
         $700 through March 2001 and $350 through July 2001.

                  During  the years  ended  June 30,  2000,  1999 and 1998,  the
         Company  incurred  interest  expense  of  $1,125,  $1,814  and  $2,525,
         respectively, on the notes payable to stockholder.

                  Operating Lease. The Company leases its manufacturing facility
         in Dodge City, Kansas, from Murle F. Webster, a stockholder, on a month
         to month basis.  The lease  requires  monthly  payments of $5,000.  The
         provisions of the building leases require the Company to pay insurance,
         property taxes and maintenance costs.

                                      F-10
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 2000
================================================================================

Note 2 - Related Party Transactions (continued)

                  Other. During September 1998, the Company agreed to settle its
         claim against Jerry R. Bellar  (Bellar),  a stockholder  of the Company
         and a former stockholder of Eagle Enterprises,  Inc., and Bellar agreed
         to settle claims against the Company asserted by him and two affiliated
         companies.  The settlement  agreement provided for the cancellations of
         amounts due to the Company from Bellar recorded at $167,572, and amount
         payable by the Company to Bellar of $150,000.  The Company paid $20,000
         to Bellar in September 1998.

                  The Company has entered  into the  transactions  with  related
         parties as disclosed above during the three-year  period ended June 30,
         2000. The Company has not attempted to determine  whether any or all of
         such  transactions  have been  consummated on terms equivalent to those
         that would have prevailed in arm's length transactions.

Note 3 - Inventories
<TABLE>
<CAPTION>

                  Inventories consisted of the following at June 30:
                                                                               2000               1999
                                                                               ----               ----
<S>                                                                       <C>               <C>
                           Raw materials                                  $   563,123       $   420,494
                           Work-in-process                                    388,056           240,573
                           Finished goods                                   3,366,775         2,814,682
                                                                          -----------       -----------
                                                                          $ 4,317,954       $ 3,475,749
                                                                          ===========       ===========
</TABLE>

                  During the fourth quarter of 2000,  the Company  evaluated its
         inventories  for  impairment.  The inventory  value was written down by
         $119,148 to estimate net realizable  value of impaired items. The write
         down is recorded in cost of goods sold. It is reasonably  possible that
         estimates of net realizable value may change in the near term.

Note 4 - Property and Equipment
<TABLE>
<CAPTION>
                  Property and equipment consisted of the following at June 30:
                                                                                2000               1999
                                                                                ----               ----
<S>                                                                       <C>               <C>
                        Land and improvements                             $   156,262       $   156,262
                        Building and improvements                           1,425,861         1,515,956
                        Leasehold improvements                                218,244           213,045
                        Machinery and equipment                             1,985,630         1,893,574
                        Office equipment                                      419,171           403,157
                        Automobiles and trucks                                612,745           641,464
                        Construction in progress                                  -              37,105
                                                                          -----------        ----------
                                                                            4,817,913         4,860,563
                        Less accumulated depreciation and amortization     (2,858,586)       (2,786,644)
                                                                          -----------        ----------
                                                                          $ 1,959,327        $2,073,919
                                                                          ===========        ==========
</TABLE>

Note 5 - Investment in Real Estate

               In November 1997,  the Company sold 95 acres of undeveloped  real
         estate in Johnson County, Texas for $335,000.  The company carried back
         a  $110,000  note  receivable  which was paid in full  during  1999.  A
         realized  loss was  recorded in the amount of $72,354,  which  includes
         expenses of sale of $26,319.

                                      F-11
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 2000
================================================================================

Note 6 - Employee Benefit Plans

               401(k)  Plan.  The  Company  has a 401(k)  Saving  Plan,  whereby
         eligible employees, who have one half year of service and are age 21 or
         older,  may  contribute  up to 20% of their  salary up to a maximum  as
         allowed  by  the   Internal   Revenue   Code.   The  Company  may  make
         discretionary  matching  contributions  on  the  first  4% of  employee
         contributions  vesting at 25% per year after  three  years of  service.
         During the years ended June 30, 2000,  1999, and 1998, the Company made
         $12,119, $7,255 and $7,729 in discretionary contributions to the Plan.

               Stock  Options.  The Company has an Incentive  Stock Option Plan.
         Under this Plan, the Board of Directors or its designated  committee is
         authorized to grant  officers and key employees  options to purchase up
         to 950,000  shares of the  Company's  common  stock.  At June 30, 2000,
         options to purchase  727,500 shares of common stock are available to be
         granted by the Company under the plan.  These options have a three-year
         vesting period.

               Additionally,  the Company has a non-qualified  stock option plan
         for  the  outside  directors  of the  Company.  Under  this  plan,  the
         incentive  stock option plan  committee is  authorized to grant outside
         directors  options to  purchase up to 400,000  shares of the  Company's
         common  stock.  The Company  granted  options to purchase up to 227,668
         shares at option prices ranging from $0.063 to $2.50 per share of which
         217,668 are outstanding as of June 30, 2000. Options to purchase 10,000
         shares of common stock for $0.063 per share were exercised during 1998.
         These options will expire ten years after issuance.

                  The following stock options are outstanding at June 30, 2000:

                                     Number                             Number
                                  of Options          Exercise        of Options
                   Issue Date     Outstanding         Price          Exercisable
            -------------------   -----------      -----------       -----------
            December 14, 1990        10,000          $1.00              10,000
            May 1, 1992              25,000          $2.50              25,000
            February 26, 1993        50,000          $1.50              50,000
            July 1, 1993             26,001          $0.8125            26,001
            June 10, 1994           172,500          $0.75             172,500
            July 1, 1994             26,667          $0.75              26,667
            July 1, 1995             30,000          $0.5625            30,000
            July 1, 1996             20,000          $0.0625            20,000
            July 1, 1997             10,000          $0.17              10,000
            July 1, 1998             10,000          $0.30              10,000
            July 1, 1998             20,000          $0.13              20,000
            July 1, 1999             30,000          $0.0625            30,000
            July 1, 2000             10,000          $0.0625            10,000
                                   --------                           --------
                                    440,168                            440,168
                                   ========                           ========


                                      F-12
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Notes to Consolidated Financial Statements
June 30, 2000
====================================================================================================================

Note 7 - Long-Term Debt

                  Long-term debt consists of the following at June 30:
                                                                                          2000             1999
                                                                                     --------------    ------------
<S>                                                                                    <C>              <C>
         Financial Institutions
         ----------------------

              Revolving  note  payable  bears  interest at 1.5% above the Bank's
         base rate (total interest rate of 11.00% at June 30, 2000). The note is
         subject to various  conditions  described  below and  provides  for the
         issuance of $1,600,000 of revolving credit debt.  The agreement matures
         October 2001.                                                                 $1,103,126       $   964,603

              Revolving  note  payable  bears  interest at 1.5% above the Bank's
         base rate (total interest rate of 11.00% at June 30, 2000). The note is
         subject to various  conditions  described  below and  provides  for the
         issuance of $1,300,000 of revolving credit debt.  The agreement matures
         October 2001.                                                                  1,038,803         1,046,669

              Note  payable  bears  interest  at  8.5%  and is  due  in  monthly
         installments  of $8,300,  including  principal and  interest.  The note
         matured in April 1998 and is  collateralized  by real estate located in
         Livingston,  Tennessee,  and machinery and  equipment.  The Company was
         granted  forbearance until October 2000.  Management is negotiating the
         refinancing of the debt.                                                         232,511           308,290

              Mortgage  note payable bears  interest at 9.08%  through  February
         2005.  The interest rate is 4.98% over the Bank's  consumer real estate
         index rate and is subject to change in March 2005.  The note is payable
         in  installments,  including  principal  and  interest,  of $2,309  and
         matures in March 2010.  The mortgage is  collateralized  by real estate
         located in Paxton, Nebraska, accounts receivable, inventories, property
         and equipment, contract rights and intangibles.                                  178,443           189,889

              Term note payable  bears  interest at 2% over the Bank's base rate
         (total  interest rate of 11.50% at June 30,  2000).  The note is due in
         monthly principal  installments of $4,021 plus interest through October
         2001. The  note is collateralized  by equipment, inventory, intangibles
         and receivables.                                                                 170,653           218,540

</TABLE>
                                      F-13
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Notes to Consolidated Financial Statements
June 30, 2000
===================================================================================================================

Note 7 - Long-Term Debt (continued)
                                                                                          2000             1999
                                                                                     --------------    --------------
<S>                                                                                  <C>              <C>

             Term note payable  bears  interest at 2% over the Bank's base rate
        (total  interest rate of 11.50% at June 30,  2000).  The note is due in
        monthly principal  installments of $2,917 plus interest through October
        2001. The note is collateralized by equipment,  inventory,  intangibles
        and receivables.                                                             $   134,167      $       -

             Note  payable  bears  interest  at  9.75%  and is  due in  monthly
        installments  of  $949,  including  principal  and  interest.  The note
        matures in March 2005 and is collateralized by equipment in Weatherford,
        Oklahoma.                                                                         71,033              -

             Notes payable bearing  interest at rates ranging from 5.9% to 7.6%
        and are due in monthly installments,  including principal and interest,
        totaling $1,530 through  November 2002, and $475 through February 2003.
        The notes are collateralized by vehicles.                                         42,181           57,295

             Notes  payable  bearing  interest at rates  ranging  from 7.69% to
        7.95% and are due in  monthly  installments,  including  principal  and
        interest,  totaling $1,045 through January 2003, and $480 through March
        2003. The notes are collateralized by vehicles.                                   30,397              -

             Notes payable bearing interest at rates ranging from 5.9% to 8.25%
        and are due in monthly installments,  including principal and interest,
        totaling $842 through July 2001,  and $397 through June 2002. The notes
        are collateralized by vehicles.                                                   14,269            22,813

                 Notes paid in full during 2000.                                             -              91,281
                                                                                   -------------     -------------
                                                                                       3,015,583         2,899,380
                                                                                   -------------     -------------
        Other Entities
        --------------

                 Mortgage note payable bears interest at 4.54% through  January
        2005.  The interest rate will be adjusted in February 2005. The note is
        due in monthly  installments of $949, including principal and interest,
        through  February  2010.  The  note is  collateralized  by real  estate
        located in Paxton, Nebraska, accounts receivable, inventories, property
        and equipment, contract rights and intangibles.                             $     89,578     $      96,864

</TABLE>
                                      F-14
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Notes to Consolidated Financial Statements
June 30, 2000
=====================================================================================================================
Note 7 - Long-Term Debt (continued)
                                                                                          2000             1999
                                                                                     --------------    --------------
<S>                                                                                    <C>              <C>
                  Note  payable  bears  interest  at 5.75% and is due in monthly
         installments,  including principal and interest, of $2,449 through July
         2003. The note is collateralized by accounts receivable,  equipment and
         furniture and fixtures. The agreement requires the Company to create or
         retain seventeen new full-time  permanent  positions within an eighteen
         month period with 60% of the positions for low income individuals.         $      82,921      $    106,680

               Note  payable  bears  interest  at 5.25% and is due in  quarterly
          installments,  including principal and interest,  of $675. The note is
          unsecured.                                                                        5,864             8,181
                                                                                   --------------     -------------

                                                                                          178,363           211,725
                                                                                   --------------     -------------
                  Related Party                                                             7,246            14,521
                                                                                   --------------     -------------
                                                                                        3,201,192         3,125,626
                  Less current portion                                                   (418,000)         (227,000)
                                                                                   --------------     -------------
                                                                                       $2,783,192        $2,898,626
                                                                                   ==============     =============

</TABLE>
                  Revolving  notes  payable  in the  amount  of  $2,141,929  are
         collateralized  by equipment,  intangibles,  inventory and receivables.
         The debt is subject to borrowing  base  limitations  of 80% of eligible
         accounts receivable and 50% of eligible  inventory.  The loan agreement
         contains  certain  covenants  including the  maintenance of minimum net
         income and  limitations  on the  acquisition of property and equipment.
         The loans provide for charges of .25% on unused  revolving credit lines
         and for payment  penalties  in the event the  agreement  is  terminated
         prior to the maturity date. Receivable collections are used to pay down
         the note on a daily  basis.  After two business  days,  these funds are
         available for  borrowing  subject to the  borrowing  base  limitations.
         Approximately  $3,015,000 of the Company's  consolidated  net assets at
         June  30,  2000  are   considered  to  be  restricted   net  assets  of
         consolidated subsidiaries.

                  At June 30,  2000,  one  subsidiary  was in  violation  of the
         covenant  pertaining  to the  maintenance  of minimum net  income.  The
         covenant violation was waived by the lender.

                  The aggregate maturities of long-term debt are as follows at
         June 30, 2000:

                            Year
                       -------------
                           2001                        $   418,000
                           2002                          2,444,973
                           2003                             77,160
                           2004                             30,321
                           2005                             75,486
                       Thereafter                          155,252
                                                      ------------
                                                        $3,201,192
                                                        ==========

                                      F-15
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 2000
================================================================================

Note 8 - Lease Commitments

                  Capital  Leases.  The  Company  leases  certain  manufacturing
         equipment  under six capital leases which expire in August 2003 through
         March 2005.  Assets under capital leases are recorded at fair value and
         are amortized over their estimated  useful lives.  The leased equipment
         has a cost of $132,135  and  $112,441and  accumulated  amortization  of
         $33,581 and $12,769 at June 30, 2000 and 1999.

                  Future  minimum lease payments  required  under  noncancelable
         capital leases are as follows at June 30, 2000.

                  Year
                  2001                                                $ 29,743
                  2002                                                  29,743
                  2003                                                  29,743
                  2004                                                  13,685
                  2005                                                   3,480
                                                                      --------
                  Total minimum lease payments                         106,394
                  Less: amount representing interest                   (14,968)
                                                                      --------
                  Present value of net minimum lease payments         $ 91,426
                                                                      ========

                  Operating  Leases. In January 2000, the Company entered into a
         two year lease  extension  for office  space.  The lease  provides  for
         monthly  rental  payments of $2,529  escalating to $2,601 through April
         2002.

                  In  November  1998,  the  Company  entered  into a  lease  for
         warehouse  space.  The lease  provides for monthly  rental  payments of
         $1,500 through October 2001.

                  In April 2000, the Company entered into a two year lease for a
         production facility.  The lease provides for monthly rental payments of
         $4,000 though April 2002.

                  The Company has entered  into  various  lease  agreements  for
         production  and office  equipment  and  vehicles.  The lease  terms are
         generally two to five years.

                  Future minimum  rental  payments under operating  leases as of
         June 30, 2000 are as follows:


                                         Warehouse and  Vehicles and
        Year                              Office Space    Equipment      Total
        ----                                --------      --------      --------
        2001                                $ 96,824      $ 72,120      $168,944
        2002                                  65,612        45,139       110,751
        2003                                    --          25,306        25,306
                                            --------      --------      --------
        Total minimum payments required     $162,436      $142,565      $305,001
                                            ========      ========      ========

                  The Company  also leases  various  facilities  under  informal
         agreements.  Rental expense under operating  leases for the years ended
         June 30,  2000,  1999 and 1998  amounted  to  $224,802,  $212,188,  and
         $168,799, respectively.

                                      F-16
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 2000
================================================================================

Note 9 - Business Combination

                  On  March  21,  2000,   W-W   Manufacturing,   a  wholly-owned
         subsidiary  of WW  Capital  Corporation,  acquired  various  assets and
         assumed  certain  liabilities  of  Adrian  J.  Paul  Company,   out  of
         bankruptcy.  Adrian J. Paul Company is located in Duncan,  Oklahoma and
         is a manufacturer of scales used by the livestock industry.  Subsequent
         to the acquisition, Adrian J. Paul Company was renamed WW Paul Scales.

                  W-W Manufacturing  assumed  liabilities of $383,990 to acquire
         the  assets.  The  transaction  was  accounted  for as a purchase  and,
         accordingly, the excess of asset values over the total of cash paid and
         liabilities  assumed were used first to reduce  long-term  assets.  The
         remainder  was recorded as negative  goodwill of $46,853.  The negative
         goodwill  will be  amortized  over 20  years  using  the  straight-line
         method.

                  The accompanying consolidated financial statements reflect the
         acquisition from the date acquired.  The following  unaudited pro forma
         summary presents the consolidated  results of operations of the Company
         as if the business combination had occurred on July 1, 1998.

                                                2000            1999
                                          -------------    -------------
                   Revenues               $  22,545,000    $  18,200,000
                   Net earnings           $     397,000    $     141,000
                   Earnings per share     $         .07    $         .03

                  The above  amounts  are based  upon  certain  assumptions  and
         estimates,  which the Company  believes are  reasonable.  The pro forma
         results do not necessarily  represent results which would have occurred
         if the  business  combination  had  taken  place at the date and on the
         basis assumed above.


Note 10 - Segmented Information and Reconciliation

                  The  Company's   operations  are  classified   into  principal
         industry segments; W-W Manufacturing and Eagle, which consolidated into
         one legal entity in 1999, manufacture and distribute livestock handling
         equipment,  and Titan which  processes and  distributes  water well and
         environmental supplies. Following is a summary of segmented information
         for each of the three years in the period ended June 30:
<TABLE>
<CAPTION>
                                                 2000            1999            1998
                                            ------------    ------------    -------------
<S>                                         <C>             <C>             <C>
Net Sales:
    Livestock handling equipment            $ 12,210,587    $  9,108,446    $  8,988,175
    Water well and environmental supplies      9,053,166       7,278,597       6,587,965
                                            ------------    ------------    ------------
        Total net sales                     $ 21,263,753    $ 16,387,043    $ 15,576,140
                                            ============    ============    ============

Operating Earnings:
    Livestock handling equipment            $    733,946    $    422,019    $    427,900
    Water well and environmental supplies        321,757         283,644         246,676
                                            ------------    ------------    ------------
        Total operating earnings               1,055,703         705,663         674,576
    Corporate and other (1)                     (654,926)       (600,855)       (587,156)
                                            ------------    ------------    ------------
    Earnings before income taxes            $    400,777    $    104,808    $     87,420
                                            ============    ============    ============
</TABLE>
                                      F-17
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Notes to Consolidated Financial Statements
June 30, 2000
===========================================================================================

Note 10 - Segmented Information and Reconciliation (continued)

                                                          2000         1999        1998
                                                       ----------   ----------   ----------
<S>                                                    <C>          <C>          <C>
Identifiable Assets:
    Livestock handling equipment                       $4,872,982   $3,953,879   $3,704,490
    Water well and environmental supplies               4,847,845    4,231,583    3,803,234
                                                       ----------   ----------   ----------
                                                        9,720,827    8,185,462    7,507,724
    General corporate assets (2)                           75,343       35,330      172,854
                                                       ----------   ----------   ----------
        Total assets as reported in
              accompanying consolidated
                 balance sheets                        $9,645,484   $8,220,792   $7,680,578
                                                       ==========   ==========   ==========

Capital Expenditures:
    Livestock handling equipment                       $  173,849   $  174,648   $  151,050
    Water well and environmental supplies                  78,391      176,974      174,087
    Corporate                                               3,437          599       19,473
                                                       ----------   ----------   ----------
        Total capital expenditures                     $  255,677   $  352,221   $  344,610
                                                       ==========   ==========   ==========

Depreciation and Amortization:
    Livestock handling equipment                       $  190,241   $  232,683   $  277,914
    Water well and environmental supplies                  91,336       87,771       96,442
    Corporate                                              10,771       31,792       19,874
                                                       ----------   ----------   ----------
        Total depreciation and amortization            $  292,348   $  352,246   $  394,230
                                                       ==========   ==========   ==========

Write Down of Inventory to Net Realizable Value:
    Livestock handling equipment                       $   97,418   $     --     $     --
    Water well and environment supplies                    21,730         --           --
                                                       ----------   ----------   ----------
        Total write down of inventory
             to net realizable value                   $  119,148   $     --     $     --
                                                       ==========   ==========   ==========

Provision for Loss on Accounts and Notes Receivable:
    Livestock handling equipment                       $  193,090   $   37,578   $   24,010
    Water well and environment supplies                   120,994       96,125       63,785
                                                       ----------   ----------   ----------
        Total Provision for loss on accounts
             and notes receivable                      $  314,084   $  133,703   $   87,795
                                                       ==========   ==========   ==========

Interest Income:
    Livestock handling equipment                       $   19,840   $   19,537   $   20,737
    Water well and environmental supplies                  44,349       43,958       55,027
    Corporate                                                  63        7,085        6,146
                                                       ----------   ----------   ----------
        Total interest income                          $   64,252   $   70,580   $   81,910
                                                       ==========   ==========   ==========

Income Tax Expense:
    Livestock handling equipment                       $   50,000   $     --     $     --
    Water well and environment supplies                    12,000         --           --
                                                       ----------   ----------   ----------
        Total income tax expense                       $   62,000   $     --     $     --
                                                       ==========   ==========   ==========
</TABLE>

                                      F-18
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Notes to Consolidated Financial Statements
June 30, 2000
===================================================================================================================

Note 10 - Segmented Information and Reconciliation (continued)

<S>                                                                 <C>             <C>                 <C>
              Interest Expense:
                  Livestock handling equipment                      $    170,953    $     164,708       $   194,921
                  Water well and environmental supplies                  145,481          128,877           144,566
                  Corporate                                                  170               47               695
                                                                    ------------    -------------       -----------
                      Total interest expense                        $    316,604    $     293,632       $   340,182
                                                                    ============    =============       ===========
</TABLE>
              (1)   Corporate   and  other   includes   corporate   general  and
                    administrative  expenses,  net  interest  expense  and other
                    nonoperating income and expense items.

              (2)   General  corporate  assets are principally  notes receivable
                    and corporate fixed assets.


Note 11 - Income Taxes
<TABLE>
<CAPTION>
              The provision for income taxes is as follows at June 30:

                                                                          2000             1999              1998
                                                                       ----------       ----------        ---------
<S>                                                                     <C>             <C>               <C>
                  Current
                      Federal                                           $121,200        $  64,800         $  72,700
                      State                                               20,000           10,500            23,300
                  Deferred                                                17,000              -                  -
                  Tax benefit of net operating loss                      (96,200)         (75,300)          (96,000)
                                                                       ---------        ---------         ---------
                                                                       $  62,000        $     -           $     -
                                                                       =========        =========         =========
</TABLE>
<TABLE>
<CAPTION>
                  A  reconciliation  of  income  at the  statutory  rate  to the
         Company's effective rate is as follows at June 30:
                                                                          2000             1999              1998
                                                                       ----------       ----------        ---------
<S>                                                                    <C>              <C>               <C>
                  Federal statutory rate                                 34.00%             34.00%           34.00%
                  Non deductible expenses                                 3.01               9.14             9.51
                  Basis difference in assets and liabilities              3.98              22.98            (4.60)
                  Capital loss and reversal of non
                      deductible write down of real estate                   -               -               (8.38)
                  Change in deferred tax asset
                      valuation allowance and net
                      operating loss                                    (24.84)            (67.82)          (30.53)
                  Other                                                  (0.68)              1.70               -
                                                                       ---------        ---------         ---------
                                                                         15.47%               -  %              -  %
                                                                      ========          =========         =========
</TABLE>
<TABLE>
<CAPTION>
                  Deferred  tax  assets and  liabilities  are  comprised  of the
following at June 30:

                                                                          2000             1999              1998
                                                                       ----------       ----------        ---------
<S>                                                                  <C>              <C>           <C>
                  Deferred Tax Assets:
                      Net operating loss carryforward                $        -       $   104,100   $       238,000
                      Allowance for doubtful accounts                     31,000           42,900            38,900
                      Inventory                                           34,200           32,400            28,500
                      Accrued salaries                                    33,500           31,000            26,700
                      Other                                               15,300            2,900                -
                                                                      ----------      -----------    --------------
                             Total deferred tax assets                   114,000          213,300           332,100
</TABLE>

                                      F-19
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Notes to Consolidated Financial Statements
June 30, 2000
===================================================================================================================

Note 11 - Income Taxes
<S>                                                                     <C>          <C>           <C>
                  Deferred Tax Liabilities:
                      Depreciation of property and equipment            (131,000)    (124,400)     (135,000)
                      Valuation allowance                                    -        (88,900)     (197,100)
                                                                        --------   ----------   -----------
                      Deferred taxes - net                              $(17,000)  $      -     $       -
                                                                        ========   ==========   ===========

                  Current deferred tax asset                            $114,000   $      -     $       -
                  Long-term deferred tax liability                      (131,000)         -             -
                                                                       ---------  -----------  ------------

                                                                       $ (17,000)  $      -     $       -
                                                                       =========   ==========   ===========
</TABLE>
                   At June 30, 2000,  the Company has capital loss carryforwards
         in the amount of $89,000  which no benefit has been  recognized  due to
         uncertainty as to realization. The losses expire in 2001.


Note 12 - Significant Group Concentrations of Credit Risk

                  The Company's  business activity is in two industry  segments,
         livestock handling equipment and water well and environmental supplies.
         W-W   Manufacturing's   livestock  handling  equipment   customers  are
         principally  resellers  and  are  primarily  located  in  the  Midwest,
         Tennessee and Georgia,  while  Titan's water well supply  customers are
         principally located in the states of Nebraska,  Oklahoma and Kansas. At
         June  30,  2000,  W-W  Manufacturing's  accounts  receivable,   net  of
         allowance for doubtful accounts, totaled $1,388,358 and Titan's totaled
         $1,272,970.  The  Company  generally  does not require  collateral  for
         routine open accounts receivable.


Note 13 - Fair Value of Financial Instruments

                  The Company discloses fair value to the extent practicable for
         financial  instruments  which are  recognized  or  unrecognized  in the
         balance  sheet.  The fair value of the financial  statements  disclosed
         herein is not  necessarily  representative  of the amount that could be
         realized  or  settled,  nor does the fair  value  amount  consider  tax
         consequences  of  realization.   The  carrying  value  of  cash,  trade
         receivables,  notes  receivables and accounts payable and variable rate
         debt  instruments   approximate  fair  value.  The  carrying  value  of
         long-term  debt  approximates  fair  value  in 2000 and 1999 due to the
         scheduled maturities and restrictive provisions of the debt.


Note 14 - Commitment

                  The Company has entered  into a 20 year lease  agreement  with
         the Thomas  Oklahoma  Economic  Development  Trust  Authority  to lease
         certain facilities and acquire certain benefits. The Company intends to
         relocate its Dodge City, Kansas facilities to a new facility in Thomas,
         Oklahoma  during late fall 2000.  The  relocation  is  contingent  upon
         finalization  of  construction,  at which time monthly rental  payments
         will be determined and the lease agreement will go into effect.

                                      F-20
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 2000
================================================================================

Note 15 - Proposed Split-Off

                  Management is negotiating  with certain  stockholders  for the
         exchange  of all of the common  stock the  Company  owns in Titan.  The
         Company will receive 3,390,399 shares of W W Capital Corporation common
         stock,  including  24,566  shares of common stock to be issued upon the
         exercise of outstanding options. Additionally, the Company will receive
         and cancel exercisable options to acquire 129,934 shares of W W Capital
         Corporation  common  stock.  The  agreement,   as  currently  proposed,
         requires  the  Company to  contribute  $850,000  to Titan  prior to the
         exchange.  As of October 11, 2000,  no  definitive  agreement  has been
         reached. Any definitive agreement will be subject to certain conditions
         including, among other conditions, obtaining stockholder approval.

                  In  connection  with the  proposed  exchange,  management  has
         negotiated  a  proposed  loan  in the  amount  of  $1,000,000  from  an
         unaffiliated  investment  group.  The loan  will be  collateralized  by
         2,448,000 shares of the Company's outstanding common stock and by other
         assets.  Loan  proceeds  of $850,000  are  expected to fund the capital
         contributions to Titan.


                                      F-21

<PAGE>





Independent Auditors' Report
----------------------------



The Board of Directors and Stockholders
W W Capital Corporation
Fort Collins, Colorado


         We have audited the  accompanying  consolidated  balance  sheets of W W
Capital  Corporation as of June 30, 2000 and 1999, and the related statements of
income,  stockholders'  equity and cash flows for each of the three  years ended
June 30, 2000,  and have issued our report  thereon dated October 11, 2000.  Our
audit also included the financial statement schedules of W W Capital Corporation
listed in Item 14. These financial statement schedules are the responsibility of
the Company's  management.  Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedules,  when considered
in relation to the basic financial  statements taken as a whole,  present fairly
in all material respects the information set forth therein.








                                             BROCK AND COMPANY, CPAs, P.C.


Fort Collins, Colorado
October 11, 2000

                                      S-1
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Schedule I - Condensed Financial Information of Registrant
Balance Sheets
======================================================================================

June 30                                                           2000           1999
--------------------------------------------------------------------------------------
<S>                                                         <C>            <C>
ASSETS

Current Assets
   Cash                                                     $    54,077    $     5,100
   Accounts receivable, subsidiaries                             43,776         90,716
   Other current assets                                           6,812          6,585
                                                            -----------    -----------
              Total current assets                              104,665        102,401
                                                            -----------    -----------

Equipment, net of accumulated depreciation
   of $114,726 in 2000 and $135,504 in 1999                      12,143         21,333
                                                            -----------    -----------

Other Assets
   Investment in wholly owned subsidiaries                    2,912,967      2,530,096
   Other assets                                                   2,312          2,312
                                                            -----------    -----------
              Total other assets                              2,915,279      2,532,408
                                                            -----------    -----------
              Total assets                                  $ 3,032,087    $ 2,656,142
                                                            ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable                                         $      --      $    29,969
   Accrued expenses                                              78,092         10,955
                                                            -----------    -----------
              Total current liabilities                          78,092         40,924
                                                            -----------    -----------

Stockholders' Equity
   Preferred stock, $10.00 par value, 400,000
      shares authorized                                            --             --
   Common stock, $0.01 par value, 15,000,000 shares
      authorized, 5,540,661 shares issued and outstanding
      at June 30, 2000 and 1999                                  55,406         55,406
   Capital in excess of par value                             3,304,629      3,304,629
   Retained earnings (deficit)                                 (357,134)      (695,911)
                                                            -----------    -----------
                                                              3,002,901      2,664,124
   Less 120,264 shares of treasury stock at cost                (48,906)       (48,906)
                                                            -----------    -----------
              Total stockholders equity                       2,953,995      2,615,218
                                                            -----------    -----------
              Total liabilities and stockholders' equity    $ 3,032,087    $ 2,656,142
                                                            ===========    ===========
</TABLE>
                                      S-2
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Schedule I - Condensed Financial Information of Registrant
Statements of Operations
==========================================================================

Years ended June 30                        2000         1999         1998
-------------------------------------------------------------------------
<S>                                   <C>          <C>          <C>
Revenues
   Management fee from subsidiaries   $ 363,000    $ 336,000    $ 336,000

Operating Expenses
   General and administrative           407,365      405,535      427,120
                                      ---------    ---------    ---------

              Operating loss            (44,365)     (69,535)     (91,120)

Other Income (Expense)
   Interest income                           63        7,085        6,145
   Interest expense                        (170)         (47)        (695)
   Realized loss on asset sales
      and real estate held for sale      (1,856)        --        (72,354)
   Other income                           2,234        3,872        1,524
   Equity in earnings of subsidiary
      before income taxes               382,871      163,433      243,920
                                      ---------    ---------    ---------

Earnings Before Income Taxes            338,777      104,808       87,420

Income Tax Expense                         --           --           --
                                      ---------    ---------    ---------

              Net earnings            $ 338,777    $ 104,808    $  87,420
                                      =========    =========    =========
</TABLE>

                                       S-3
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Schedule I - Condensed Financial Information of Registrant
Statement of Cash Flows
=====================================================================================================

Years ended June 30 June 30                                           2000         1999         1998
-----------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>          <C>
Net Cash Flows Used In Operating Activities                      $  52,415    $(116,796)   $(129,351)
                                                                 ---------    ---------    ---------

Cash Flows From Investing Activities
   Investment in subsidiaries                                         --           --        (40,351)
   Proceeds from the sale of real estate                              --           --        198,681
   Proceeds from notes receivable collections                         --        110,000        2,500
   Purchase of equipment                                            (3,438)        (599)     (19,474)
                                                                 ---------    ---------    ---------
              Net cash provided (used) by investing activities      (3,438)     109,401      141,356
                                                                 ---------    ---------    ---------

Cash Flows From Financing Activities
   Payments on long-term debt                                         --           --        (12,570)
                                                                 ---------    ---------    ---------
              Net cash used by financing activities                   --           --        (12,570)
                                                                 ---------    ---------    ---------

Net Increase (Decrease) in Cash                                     48,977       (7,395)        (565)

Cash, Beginning of year                                              5,100       12,495       13,060
                                                                 ---------    ---------    ---------

Cash, End of Year                                                $  54,077    $   5,100    $  12,495
                                                                 =========    =========    =========

Supplemental Schedule of Noncash Investing
   and Financing Activities
   Sale of real estate held for investment
      Receipt of note receivable                                 $    --      $    --      $ 110,000
                                                                 =========    =========    =========

Supplemental Disclosure of Cash Flow Information
      Cash paid during the year for
         Interest                                                $     170    $      47    $     695
                                                                 =========    =========    =========
</TABLE>

                                      S-4
<PAGE>
W W CAPITAL CORPORATION

Schedule I - Condensed Financial Information of Registrant
Notes
June 30, 1999
================================================================================



Note 1 - Related Party Transactions

                  At June  30,  1997,  Jerry  R.  Bellar  (Bellar),  the  former
         majority shareholder of Eagle and a current stockholder of the Company,
         owed  $167,572  under  an  indemnification  agreement  related  to  the
         Company's acquisition of Eagle. In October 1998, Bellar and the Company
         settled amounts due to and from the Company.  The Company  recorded the
         subsequent event at June 30, 1998. A payment of $20,000 was made by the
         Company to Bellar to settle all obligations.

                  The following amounts related to wholly owned  subsidiaries of
         the Company were eliminated in the consolidated financial statements of
         the Company but are reflected in this condensed  financial statement of
         registrant.  W-W  Manufacturing  and Eagle were  consolidated  into one
         legal entity  during the fiscal year ended June 30,  1999.  Amounts for
         1998  have  been   reclassified  to  present  the  amounts  as  if  the
         consolidation has occurred in 1998, without effecting total amounts.
<TABLE>
<CAPTION>
           Amounts receivable (payable) at June 30:
                                                      2000          1999           1998
                                                   ---------     ---------      ---------
<S>                                                <C>           <C>            <C>
               W-W Manufacturing Co. Inc.          $ 332,657     $ 381,689      $ 318,404
               Titan Industries, Inc.               (288,881)     (290,973)      (270,732)
                                                   ---------     ---------      ---------
                                                   $  43,776     $  90,716      $  47,672
                                                   =========     =========      =========
           Management fee income for:

               W-W Manufacturing Co. Inc.          $ 219,000     $ 192,000      $ 180,000
               Titan Industries, Inc.                144,000       144,000        156,000
                                                   ---------     ---------      ---------
                                                   $ 363,000     $ 336,000      $ 336,000
                                                   =========     =========      =========
           Equity in subsidiary operations for:

               W-W Manufacturing Co. Inc.          $ 315,694     $ 105,551      $ 161,154
               Titan Industries, Inc.                 67,177        57,882         82,766
                                                   ---------     ---------     ----------
                                                   $ 382,871     $ 163,433      $ 243,920
                                                   =========     =========      =========
</TABLE>
                                      S-5
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Schedule II - Valuation and Qualifying Accounts
Years ended June 30, 2000
=========================================================================================================

                                                              Additions
                                                      -------------------------
                                       Balance at      Charged to      Charged                   Balance
                                       Beginning       Costs and       to Other                 at End of
          Description                  of Period       Expenses        Accounts    Deductions    Period
          -----------                  ---------       --------        --------    ----------    ------
<S>                                     <C>            <C>             <C>           <C>        <C>
June 30, 2000
   Allowance for doubtful accounts:
       Accounts receivable              $115,000       $314,084        $    -        $341,084   $  88,000

June 30, 1999
   Allowance for doubtful accounts:
       Accounts receivable               104,500        123,951             -         113,451     115,000
       Notes receivable                   10,000          9,752             -          19,752         -

June 30, 1998
   Allowance for doubtful accounts:
       Accounts receivable               134,000         87,795             -         117,295     104,500
       Notes receivable                   10,000            -               -             -        10,000
</TABLE>



                                      S-6
<PAGE>
Item 9.   Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosures.
-------   ----------------------------------------------------------------------

Not Applicable











                                       23
<PAGE>
PART III

Item 10.          Directors and Executive Officers of the Registrant
--------          --------------------------------------------------

The  Officers  of the  Company  are  elected at the Board of  Directors'  Annual
Organizational  Meeting immediately following the Annual Stockholders'  Meeting.
Such officers hold office until their  successors  are elected and qualify.  The
following  information  indicates  the  position  and age of the  directors  and
officers as of October 11, 2000 and their business  experience  during the prior
five years.


STEVE D.  ZAMZOW  age 52,  joined  the  Company  in 1991 and was  elected as the
Company's  Chief Financial  Officer in June 1992,  President and Chief Executive
Officer in  December  1993 and  elected as a Director  in  December  1993 by the
shareholders.  From 1976 to 1991, Mr. Zamzow owned numerous  companies and was a
financial  consultant for various companies.  Mr. Zamzow has been Vice President
for a steel company and has worked extensively in business  workouts.  From 1971
to 1974, Mr. Zamzow was employed by Peat, Marwick, Mitchell & Co. as an auditor.
Mr. Zamzow received his accounting degree from the University of Nebraska.

MILLARD T. WEBSTER age  52,became a director of the Company in 1988 and has been
employed by the Company's  subsidiary,  W-W Manufacturing  Co., Inc. since 1962.
Mr.  Webster  has  occupied  the  positions  of  piecework  production  foreman,
production   manager,   and  Vice  President  and  President  of  the  Company's
subsidiary,  W-W  Manufacturing  Co.,  Inc.  Mr.  Webster  is  currently  a Vice
President for the Company's subsidiary,  W-W Manufacturing Co., Inc. Mr. Webster
graduated from Evangel College, Springfield,  Missouri in 1970 with a bachelor's
degree in business administration.

JAMES H. ALEXANDER age 61, became a Director of the Company in 1997.  Since 1992
Mr.  Alexander has been a member of the Board of Directors of Zykronixm  Inc.and
former Chief Operating Officer.  Mr. Alexander is presently president of Isotech
as well as an  independent  real estate  broker for TDI Property  Brokers.  From
April 1992 to November 1992, Mr.  Alexander was a member of a management team of
a venture capital firm,  which funded a satellite  communications  company.  Mr.
Alexander is the founder of T.D.I.,  Inc., a corporation  engaged in consulting,
fund raising, acquisitions and mergers of hi-tech firms. Mr. Alexander has taken
courses  leading toward  Bachelor of Science  Degree in Business  Administration
from Rollins College.







                                       24
<PAGE>
Item 11.          Executive Compensation
--------          ----------------------

The following table sets forth the cash  compensation paid or accrued during the
fiscal years ended June 30, 2000, 1999 and 1998 to the Company's Chief Executive
Officer. No other executive officer received cash in excess of $100,000.
<TABLE>
<CAPTION>
                                                                           Other
                                                                           Annual           All Other
Name and Principal Position          Year      Salary        Bonus      Compensation      Compensation
---------------------------          ----      ------        -----      ------------      ------------
<S>                                  <C>       <C>           <C>          <C>             <C>
Steve D. Zamzow                      2000      $120,858      $    -       $     -         $ 13,749 (a)
President, Chief Executive           1999      $120,358      $    -       $     -         $  6,874 (a)
Officer and Director                 1998      $119,896      $    -       $     -         $  4,575 (a)
</TABLE>

        (a) Includes accrued  vacation and compensated  absences earned in prior
years and paid during June 30, 2000, 1999 and 1998.


Option Grants in Fiscal Year 2000

        During the fiscal  year ended June 30,  2000,  the Company did not grant
stock options to the executive officers.

Aggregated Option Exercises in Fiscal Year 2000

        The following  table sets forth for the  executive  officer named in the
Executive  Compensation  Table,  information  concerning  each exercise of stock
options  during  the  fiscal  year  ended  June 30,  2000  and the  value of the
unexercised stock options at June 30, 2000.
<TABLE>
<CAPTION>
                              Aggregated Option Exercises in Last Fiscal Year
                              -----------------------------------------------
                                     and Fiscal Year-End Option Values
                                     ---------------------------------

                                                    Number of Securities     Value of Unexercised
                                                        Underlying Unex-             In-the-Money
                        Shares                           ercised Options               Options at
                      Acquired                          at June 30, 2000            June 30, 2000
                            on             Value            Exercisable/             Exercisable/
Name                  Exercise      Realized (1)           Unexercisable        Unexercisable (1)
----                  --------      ------------           -------------        -----------------
<S>                   <C>            <C>                   <C>                            <C>
Steve D. Zamzow            ---               ---             150,000 (E)                    $ ---
 President, Chief          ---               ---                     (U)                    $ ---
 Executive Officer
 and Director
</TABLE>

(1)  The Option  exercise price exceeded the fair market value of the underlying
     common stock on June 30, 2000.

                                       25
<PAGE>
Item 12.   Security Ownership of Certain Beneficial Owners and Management
--------   --------------------------------------------------------------

         The following table sets forth as of October 11, 2000, the ownership of
the Company's  common stock by each director of the Company,  by each person who
is known  by the  Company  to be the  beneficial  owner  of more  than 5% of the
Company's  common  stock,  and by the officers and directors of the Company as a
group:

Name and Address of
Officers and Directors and           Amount and Nature of       Percent of Class
Beneficial Owner (1)                 Beneficial Ownership (2)    of Common Stock
--------------------                 ------------------------    ---------------

Steve D. Zamzow                      150,437 (3)                       2.70%
4112 Sherman Court
Ft. Collins, CO 80525

Millard T. Webster                   278,969 (4)                       5.13%
1003 Central
Dodge City, KS 67801

David L. Patton                      1,200,389(5)                      21.87%
807 SW Terrace
Topeka, KS 66611

Robert L. and L. Louise Cullinan     284,958                           5.26%
HCR 38, Box 32
Paxton, NE 69155

Jerry R. Beller                      275,000                           5.07%
4411 Harding Place
Nashville, TN 37025

James H. Alexander                   30,000 (6)                        0.55%
5495 W. 115th Place
Broomfield, CO  80020

Glenn A. Mull                        507,184                           9.36%
Rt. 1. Box 74
Pawnee Rock, KS 67567

All officers and director
as a group (3 persons) (See                                            8.17%
footnotes 3, 4,and 6)                459,406(7)
_________________________

(1)  The business  address of all  officers  and  directors is 3500 JFK Parkway,
     Suite 202, Ft. Collins, Colorado 80525
(2)  "Beneficial ownership" is deemed to include shares for which an individual,
     directly or indirectly, has voting or investment power, or both, and shares
     subject to options exercisable within 60 days of the date hereof.

                                       26
<PAGE>
(3)  Includes  150,000  shares  subject to  incentive  stock  options  which are
     exercisable within six days of the date hereof.
(4)  Includes  22,500  shares  subject to  incentive  stock  options,  which are
     exercisable within sixty days of the date hereof.
(5)  Includes 67,500 shares subject to  non-qualified  stock options,  which are
     fully vested and exercisable.
(6)  Includes  30,000 shares  subject to  non-qualified  stock options which are
     fully vested and exercisable.
(7)  Includes  202,500 shares  subject to stock options,  which are fully vested
     and exercisable.


Item 13.   Certain Relationships and Related Transactions
--------   ----------------------------------------------

On June 30, 1989, W-W Land & Cattle, a partnership  owned by Millard T. Webster,
a director of the Company,  Mickey J. Winfrey,  a former  officer of the Company
and Terry L.  Webster,  a brother of Mr.  Millard T.  Webster  and Ms.  Winfrey,
executed a promissory  note for the amount of $96,424 in favor of the  Company's
subsidiary,  W-W Manufacturing Co., Inc. Interest was payable annually at 9% per
annum  and the  principal  was due on  demand.  On June 30,  1993,  Ms.  Winfrey
satisfied her obligations under this note by paying to the Company the amount of
$11,361.  As of June 30,  2000,  $22,134  remained  payable  under  this note by
Millard T. Webster and Terry L. Webster.

The Company  currently leases its  manufacturing  facility in Dodge City, Kansas
from  Murle F.  Webster,  father of Millard T.  Webster.  This lease  requires a
monthly  rental  payment of $5,000.  This lease  expired on December  31,  1994,
however,  it has  continued on a month to month basis.  During each of the three
fiscal  years ended June 30,  2000,  $60,000  was paid by the Company  under the
lease.




                                       27
<PAGE>
                                     PART IV

Item 14.        Exhibits, Financial Statement Schedules, and Reports on Form 8-K
--------        ----------------------------------------------------------------

  (a)   (1)     List of Financial Statements Filed as a Part of This Report
                -----------------------------------------------------------

     Consolidated Balance Sheets as of June 30, 2000 and June 30, 1999.

     Consolidated  Statements of Income for the years ended June 30, 2000, 1999,
     and 1998.

     Consolidated  Statements of  Stockholders'  Equity for the years ended June
     30, 2000, 1999, and 1998.

     Consolidated  Statements  of Cash Flows for the years ended June 30,  2000,
     1999, and 1998.

  (a)   (2) List of Financial Statement Schedules Filed as a Part of This Report
            --------------------------------------------------------------------

            Schedule I - Condensed Financial Information of Registrant

            Schedule II - Valuation and Qualifying Accounts

  (a)   (3) Exhibits
        ------------

Exhibit
Number    Document
------    --------

2.1       Exchange   Agreement  dated  August  15,  1991  between  W  W  Capital
          Corporation and Titan  Industries,  Inc. (filed as Exhibit 3.3 to Form
          10-K  for  the  fiscal   year  ended  June  30,  1991  and  is  hereby
          incorporated by reference).

2.2       Exchange  Agreement  dated  October  26,  1992  between  W  W  Capital
          Corporation  and Eagle  Enterprises,  Inc. (filed as an exhibit to the
          Company's Form 8-K dated  November 3, 1993 and is hereby  incorporated
          by reference).

3.1       Articles  of  Incorporation  dated  December  13,  1989 of W W Capital
          Corporation,  a  Nevada  corporation  (filed  as  Exhibit  3.2  to the
          Company's  Form 10-K for the year  ended  June 30,  1990 and is hereby
          incorporated by reference).

3.1.1     Certificate and Amendment to Articles of Incorporation  filed December
          21, 1990 with the Nevada  Secretary of State (filed as Exhibit 3.01 to
          the Company's Form 10-Q for the quarter ended December 31, 1990 and is
          hereby incorporated by reference).

3.2       Bylaws  of W W  Capital  Corporation  (filed  as  Exhibit  3.2  to the
          Company's  Form 10-K for the year  ended  June 30,  1991 and is hereby
          incorporated by reference).

10.1      Real Estate Lease Agreement and Amendment between Murle F. and Sara R.
          Webster  and W W  Capital  Corporation  (filed  as an  exhibit  to the
          Company's  Post-Effective  Amendment  No. 1 to Form S-18 and is hereby
          incorporated by reference).

10.1.1    Amendment  to Real Estate Lease  between  Murle F. and Sara R. Webster
          and W W Capital Corporation dated March 24, 1993 (filed herewith).

                                       28
<PAGE>
10.2      Assignment  of Rental  Income from Murle F. and Sara R. Webster to W W
          Capital   Corporation   (filed  as  an   exhibit   to  the   Company's
          Post-Effective Amendment No. 1 to Form S-18 and is hereby incorporated
          by reference).

10.3      1990  Incentive  Stock  Option  Plan  (filed as  Exhibit  10.16 to the
          Company's  Form 10-K for the year  ended  June 30,  1990 and is hereby
          incorporated by reference).

10.4      Promissory  Note dated June 30, 1990 from  Millard T. Webster in favor
          of W W Capital  Corporation for the amount of $2,716 (filed as Exhibit
          10.8 to Form  10-K for the  fiscal  year  ended  June 30,  1991 and is
          hereby incorporated by reference).

10.5      Promissory  Note dated  April 30,  1990 from  Millard T.  Webster  and
          Mickey J. Winfrey in favor of W W Capital  Corporation  for the amount
          of  $43,000  (filed as Exhibit  10.9 to Form 10-K for the fiscal  year
          ended June 30, 1991 and is hereby incorporated by reference).

10.6      Loan Agreement dated June 29, 1992 between W-W Manufacturing Co., Inc.
          (wholly  owned  subsidiary  of the Company)  and Bank IV Kansas,  N.A.
          (Garden City Kansas) (filed as Exhibit 10.12 for the fiscal year ended
          June 30, 1992 and is hereby incorporated by reference).

10.7      Loan  Agreement  dated June 29, 1992 between  Titan  Industries,  Inc.
          (wholly  owned  subsidiary  of the Company)  and Bank IV Kansas,  N.A.
          (Garden City Kansas) (filed as Exhibit 10.13 for the fiscal year ended
          June 30, 1992 and is hereby incorporated by reference).

10.8      1990  Non-Qualified  Stock Option Plan (filed as Exhibit 10.14 of Form
          10-K  for  the  fiscal   year  ended  June  30,  1992  and  is  hereby
          incorporated by reference).

10.9      Employee  Stock  Benefit Plan (filed as Exhibit 10.15 of Form 10-K for
          the  fiscal  year ended June 30,  1992 and is hereby  incorporated  by
          reference).

10.10     Loan Agreement dated December 15, 1992 between Eagle Enterprises, Inc.
          (wholly  owned  subsidiary  of the Company)  and Bank IV Kansas,  N.A.
          (Garden  City,  Kansas)  (filed as Exhibit  10.10 of Form 10-K for the
          fiscal year June 30, 1993 and is hereby incorporated by reference).

10.11     Exchange  Agreement  between W W Capital  Corporation  and Apex Realty
          Investments,  Inc. dated February 19, 1993 (filed as an exhibit to the
          Company's Form 8-K dated March 5, 1993 and is hereby  incorporated  by
          reference).

10.11.1   Addendum to Exchange  Agreement  between W W Capital  Corporation  and
          Apex Realty Investments,  Inc. dated August 23, 1993 (filed as Exhibit
          10.11.1 of Form 10-K for the fiscal  year June 30,  1993 and is hereby
          incorporated by reference).

10.12     Loan  Agreement  dated April 8, 1993 between Eagle  Enterprises,  Inc.
          (wholly owned  subsidiary of the Company) and First American  National
          Bank,  N.A.  (Cookeville,  Tennessee)  (filed as Exhibit 10.12 of Form
          10-K for the fiscal year June 30, 1993 and is hereby  incorporated  by
          reference).

10.13     1992  Non-Qualified  Stock Option Plan (filed as Exhibit 10.13 of Form
          10-K for the fiscal year June 30, 1993 and is hereby  incorporated  by
          reference).

                                       29
<PAGE>
10.14     Loan Agreement dated October 20, 1992 between W W Capital Corporation,
          Eagle Enterprises,  Inc. and Jerry R. and Jacqueline A. Bellar (former
          owners of Eagle  Enterprises,  Inc.)  (filed as Exhibit  10.14 of Form
          10-K for the fiscal year June 30, 1993 and is hereby  incorporated  by
          reference).

10.15     Asset Sale and Purchase Agreement between W W Capital  Corporation and
          Wholesale  Pump and  Supply,  Inc.  date  October  14,  1993 (filed as
          Exhibit 10.15 of Form 10-K for fiscal year June 30, 1994 and is hereby
          incorporated by reference).

10.16     Real Estate  Contract  between W W Capital  Corporation  and Daniel L.
          Hahn,  Donna R.  Hahn and  Helene D.  Linder,  Promissory  Note,  date
          December 15, 1994 between W W Capital  Corporation and Daniel L. Hahn,
          Donna R.  Hahn and  Helene  D.  Linder  (filed  as an  exhibit  to the
          Company's Form 8-K dated December 15, 1994 and is hereby  incorporated
          by reference).

10.17     Loan  Agreement  dated March 3, 1995 between  Titan  Industries,  Inc.
          (wholly  owned  subsidiary  of the Company and Keith  County  Economic
          Development  Corporation  (incorporated  by  reference  June 30,  1995
          10-K).

10.18     Loan  Agreement  dated March 3, 1995 between  Titan  Industries,  Inc.
          (wholly  owned  subsidiary  of the Company and First  National Bank in
          Ogallala (incorporated by reference June 30, 1995 10-K).

10.19     Letter  Agreement  dated  September  17,  1996,  between  W W  Capital
          Corporation  and Bank IV Garden City  (incorporated  by reference June
          30, 1996 10-K.)

10.20     Articles  of  Merger  of  Eagle  Enterprises,  Inc.  With and Into W-W
          Manufacturing Co., Inc. dated October 29, 1998.

10.21     Lease  agreement dated January 26, 2000 with an effective date at time
          of  occupancy,  between  W-W  Manufacturing  Co.  Inc.  (wholly  owned
          subsidiary of the Company) and Thomas Economic Development Authority.

21.0      Subsidiaries of the Registrant (filed herewith).

23.0      Independent Certified Public Accountants Consent

27.0      Financial Data Schedule.

Item 14 (b)
-----------

No reports on Form 8-K were filed  during the fourth  quarter of the fiscal year
covered by this report.

                                       30