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, 1998 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                                      (Zip Code)
executive office)

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

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

                                                         Name of exchange on
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  28, 1998  (3,569,354  shares of common  stock) was  $464,016
based on the average of the bid and asked prices  ($0.13 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 28, 1998 was:

                                    Common Stock, 5,540,397 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.

                                        3
<PAGE>
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.

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.

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

The business of the Company is carried on within two segments by three 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, 1998,  the Company and its segments had  approximately
160 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 57.7% of total corporate sales in 1998 compared to 54.2%
for fiscal 1997.

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 52-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  reaching a record high
sales of $11,369,826 for fiscal year June 30, 1994.  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.

Eagle had eliminated  some of its line of feeding  equipment  which had not been
profitable  prior to 1995.  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 (52
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  should help 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 is also being  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.

                                        5
<PAGE>
The  Company did not renew the sales and  marketing  agreement  with  Agri-Sales
Associates (Agri- Sales) after the first term concluded in October of 1994. When
utilizing the services of Agri-Sales,  some new accounts were  established,  but
the  Company  felt it lost some  control  over the sales  functions  and felt it
necessary to have closer contact with its customers. After the conclusion of the
Agri-Sales  Agreement  management  assessed the  conditions of its customers and
market and realized that not all products  were selling and customers  inventory
levels were too high. With over sold market areas,  the Company had to develop a
plan to systematically help customers understand and sell through its inventory.
The  Company has  established  sales  areas and hired  salespeople  to cover the
entire United States.  With an aggressive  sales and marketing plan in place the
Company has hired an experienced sales manager and seven salesmen to continue to
expand our Dealer/Distributor  network. During the transition from Agri-Sales to
our own  in-house  sales staff and the  expansion  into new market  area,  sales
expenses  have been higher  than  expected as  salesmen  gain  knowledge  of the
customers and market. As our Dealer/Distributor network is expanded,  management
felt there would be an overall  reduction  in sales  expenses  and this  savings
would be realized on the bottom line. This can be seen clearly by looking at the
continued  decline in selling cost as a percentage of sales in the  accompanying
financial  statements.  A  substantial  majority  of this  segment's  sales will
continue to be in cattle  handling  equipment.  It is expected that 80% of these
sales will be generated  through the  expanded  Dealer/Distributor  network.  At
present  the  Company  works  with  approximately  120  different   distributors
representing 6,200 Sub-Dealers throughout the United States and Mexico.

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.

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.

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 introduction of
the feed equipment,  the stock tank line, and other horse related products,  the
Company  anticipates  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.  Demonstration, seminars and special design will continue to
be offered and special  discounts  given to  principal  distributors  for volume
purchases.

                                        6
<PAGE>
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 subsidiaries of
this  segment are located as follows:  W-W  Manufacturing,  the largest by sales
volume of the two  subsidiaries,  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 401 Loomis
Rd., Weatherford, 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  1998 and 1997,
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.

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

Growth is anticipated in two areas.  First,  the Company will continue to expand
the  distributor/dealer  network  and expand  into the upper  midwest  and west.
However,  this area for growth will 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. Management believes W-W Manufacturing's 52 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.

                      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 42.3% of total  corporate  sales for the fiscal  year  1998.  This
compared with 45.8% in fiscal year 1997.

Titan's   functions  are  broken  down  primarily   into  two   divisions.   The
distributions 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.
                                        7
<PAGE>
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.

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 new  headquarters  and  manufacturing
facilities  which  consists of 25,000  square feet located in Paxton,  Nebraska,
which  was  completed  in  December   1994.  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. During 1994, the Company invested in
new  equipment,  and  constructed  a new plant which was  completed in December,
1994, 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  several  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 has significantly improved sales of larger
diameter pipe with the  manufacturing  equipment added during 1994.  Since gross
profit margins  increase in direct  proportion to pipe diameter  size,  this new
equipment  should  continue  to  enhance  profitability.  With the  addition  of
Wholesale  Pump and  Supply in  Oklahoma  City,  Oklahoma,  growth to the south,
southeast,  and southwest  has been greatly  improved.  The Company  anticipates
significant  additional  increases  in these  areas due to the ease and speed of
delivery.  Second,  the Company continues to increase  marketing its products to
governmental  agencies  as  they  expand  the  Environmental  Protection  Agency
guidelines   for  testing  of  ground  water.   Third,   the  Company  has  been
investigating  and  developing  new  slotting   techniques  using   high-density
polyethylene pipe for use in the horizontal  drilling industry.  This product is
being used extensively by landfills and in other waste

                                        8

<PAGE>
treatment  applications.  The  Company  has also  expanded  its market in custom
fabrication of products used for filtration,  drainage,  dewatering, and various
construction  applications.  An improved version of Enviroflex has already added
to the very encouraging market acceptance that it has enjoyed. The Company feels
that this product,  along with the  responsiveness to market demands for various
custom applications,  should provide excellent  opportunities for growth. Recent
developments in the mining industry show that there is a significant  market for
Titan's  products and the  sales/marketing  departments are pursuing several key
distribution outlets to more effectively  distribute its line of products within
this market sector.



                                        9

<PAGE>
                   Other Information Relative to the Business
                   ------------------------------------------

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

The Company holds no patents or registered trademarks or service marks.

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 $427,510 as compared to
$726,751 in 1997.  This  decrease  from 1997 is due to a general  weakening  and
drought conditions in the cattle market.
This is expected to improve as we move into the fall season.

The water and environmental  products showed a backlog increase from $265,000 in
1997 to $347,000 on June 30,  1998.  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 1998 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
--------------------------------------

In 1996, the Company had determined  that a significant  amount of paint located
at its  Tennessee  facility,  must be disposed  of to comply with  environmental
regulations. The Company had estimated a range of $10,000 to $45,000 as the cost
to dispose of this paint based upon  management's  estimate  and the actual cost
incurred subsequent to June 30, 1996 to dispose of the most contaminated barrels
of paint.  The Company had accrued  $10,000 of this charge as a liability in the
fiscal 1996. During 1997, the Company  successfully  completed its cleanup,  and
the  remaining  cost of  $15,561  that  had not  been  accrued  in 1996 has been
reflected in the accompanying financial statements for 1997.

                                       10
<PAGE>
To the best of its  knowledge,  the Company  believes  that it is  presently  in
substantial  compliance  with  all  existing  environmental  laws  and  does not
anticipate  that such  compliance  will  have a  material  effect on its  future
capital  expenditures,  earnings or competitive  position with respect to any of
its business segments.

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 also has an Hydraulic division located at 401 Loomis Rd.,
Weatherford, Oklahoma. This facility is comprised of approximately 10,000 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 1/2 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 1821 NW 4th Drive, Oklahoma City,
Oklahoma.  The facility  consists of approximately  10,000 square feet of space,
and is rented on a month to month basis for $1,100 per month.

The Company did own an  undeveloped  95-acre  tract  located  southeast  of Fort
Worth,  Texas. The Company  successfully  sold this property in November of 1997
and used proceeds to pay off company debt.

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

      On December 6, 1996, W W Capital and its legal counsel,  Klenda, Mitchell,
Austerman  and Zuercher,  a Limited  Liability  Company and General  Partnership
filed a law suit in the U.S.  District  Court  Wichita,  Kansas against Jerry R.
Bellar,  individually.  W W Capital  sued to  recover  under  provisions  of the
Exchange  Agreement  cost  associated  with the  settlement of "People's Bank of
Hunstville v. Liberty Metals  Fabricating,  LTD and Eagle  Enterprises."  It was
management's opinion that any amounts paid to Liberty Metals, on behalf of Eagle
would be  indemnified by Bellar.  It was indicated  during the purchase of Eagle
that  Eagle's  exposure  in the Liberty  Metals case was "at worst a  wash-out".
Bellar denies that the Liberty  Metal case is covered under the  indemnification
agreement.  W W Capital was seeking to recover approximately $53,000 relating to
the settlement of the Liberty Metals case.

      In addition the Company was seeking to recover its Legal fees  advanced on
behalf of Bellar  relating to the March Group case.  Provisions  of the exchange
agreement  and a letter  from  Mr.  Bellar  to the  Company  attorneys,  Klenda,
Mitchell,  Austerman and Zuercher,  call for Mr. Bellar to reimburse the Company
for all legal fees expended by the Company on Mr.  Bellar's  behalf.  Mr. Bellar
contends that the legal fees advanced on his behalf are  unreasonable and denied
to reimburse the Company for these fees.

                                       11
<PAGE>
      On or about March 26, 1997, the above  captioned  case was  transferred to
the  United  States  District  Court for the Middle  District  of  Tennessee  in
Nashville.  The Company has  retained  legal  counsel of Farris,  Warfield,  and
Kanaday, PC in Nashville to handle the case.

      On two  occasions  the Company had made written  offers to settle the case
with Mr. Bellar.  Mr. Bellar had rejected these offers and the Company asked the
court  for  mediation  to  settle  the  outstanding  issues.  As a result of the
mediation  that took place in  September  1998 the Company  agreed to settle its
claim  against Jerry R Bellar,  and Bellar  agreed to settle claims  against the
Company.  The settlement agreement provided for the cancellations of amounts due
to the Company  from Bellar  recorded at  $167,572,  and amounts  payable by the
Company to Bellar of  $150,000.  The Company paid $20,000 to Bellar in September
1998. The accompanying financial statements reflect the amounts agreed to in the
settlement as of June 30, 1998.


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, 1998.

                                     PART II


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

Market Information
------------------
<TABLE>
<CAPTION>
                                      High Bid              Low Bid
                                      --------              -------
Quarter ended
-------------
<S>                                    <C>                  <C>   
September 30, 1996                     $0.063               $0.063
December 31, 1996                       0.063                0.063
March 31, 1997                          0.130                0.130
June 30, 1997                           0.230                0.230

September 30, 1997                     $0.230               $0.230
December 31, 1997                       0.180                0.180
March 31, 1998                          0.130                0.130
June 30, 1998                           0.130                0.130
</TABLE>

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


Holders
-------

As of October 21, 1998 the Company had  approximately  558 record holders of its
common stock, not including some individuals holding shares in street name.

Dividends
---------

The Company did not pay dividends during 1998 or 1997 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 Companies' loan covenants  prohibit the
paying of dividends.

                                       12
<PAGE>
Item 6.           Selected Financial Data
-------           -----------------------

                                                     Year ended June 30


<TABLE>
<CAPTION>
SUMMARY OF OPERATIONS
---------------------
                           1998           1997          1996           1995           1994
                           ----           ----          ----           ----           ----
<S>                    <C>           <C>           <C>            <C>            <C>       
Net Sales .........    15,576,140    15,072,285    14,512,234     15,563,461     16,659,136
Gross Profit margin     2,867,106     2,859,843     2,412,831      3,071,783      3,524,784
Operating Earnings        247,454       349,922      (461,213)        26,172       (151,171)
(Loss)
Interest Expense ..       340,182       374,522       382,901        384,391        284,435
Operating Expense .     2,619,652     2,509,921     2,874,044      3,045,611      3,675,955
Net Earnings (Loss         87,420        28,120      (717,799)      (405,987)      (210,669)
PER SHARE DATA
Earnings ..........           .02           .00(A)       (.13)          (.07)          (.04)
Dividends per .....           .00           .00           .00            .00            .00
Common Share
Weighted Average ..     5,560,794     5,549,544     5,530,661      5,449,993      5,277,981
Shares Outstanding
FINANCIAL CONDITION
Total Assets ......     7,680,578     8,679,093     8,893,908      9,547,517      9,540,438
Fixed Assets (Net)      2,103,249     2,296,363     2,601,594      2,801,530      2,399,172
Long-Term Debt ....     2,860,930       577,074     1,927,267      1,830,730      1,532,484
Stockholders Equity     2,510,410     2,452,990     2,424,240      3,142,039      3,476,328
Working Capital (1)     3,116,776       289,203     1,284,898      1,083,808        534,171
Current Ratio (2) .          2.35          1.05          1.28           1.24           1.12

<FN>
(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.
</FN>
</TABLE>
                                       13
<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>
                                     1998                         1997                          1996

<S>                            <C>                  <C>     <C>                   <C>     <C>                <C>  
Livestock Handling Equipment   $  8,988,175          57.7%  $  8,170,971           54.2%  $  7,522,417         51.9%
Water and Environmental ....      6,587,965          42.3      6,901,314           45.8      6,989,817         48.1
Products                          ---------          ----      ---------           ----      ---------         ----

Total Revenues .............     15,576,140         100.0     15,072,285          100.0     14,512,234        100.0
                                 ----------         -----     ----------          -----     ----------        -----
                               

Cost of Revenues ...........     12,709,034          81.6     12,212,442           81.0     12,099,403         83.3
                                 ----------          ----     ----------           ----     ----------         ----
                               
Gross Profit ...............      2,867,106          18.4      2,859,843           19.0      2,412,831         16.7
Selling, General, and
   Administrative Expense ..      2,619652           16.8      2,509,921           16.7      2,874,044         19.9
Operating Earnings (Loss) ..        247,454           1.6        349,922            2.3       (461,213)        (3.2)
Other Income (Expense) .....        180,148           1.2         52,720            0.4        143,728          1.0

Interest Expense ...........       (340,182)         (2.2)      (374,522)          (2.5)      (382,901)        (2.7)
                                   --------          ----       --------           ----       --------         ---- 
                                                                                                      
Earnings (Loss) Before
Income Taxes ...............         87,420           0.6         28,120            0.2       (700,386)        (4.9)
   Income Taxes ............         87,420           0.6         28,120            0.2       (700,386)        (4.9)

Income Taxes Net ...........           --             0.0           --              0.0         17,413         (0.1)
                               ------------          ----   ------------           ----   ------------         ----

Net Earnings (Loss) ........   $     87,420           0.6%  $     28,120            0.2%  $   (717,799)        (5.0)%
                               ============           ===   ============            ===   ============         ====  
                                                                                  
Depreciation & Amortization    $    394,230           2.5%  $    408,561            2.7%  $    444,653          3.1%
                               ============           ===   ============            ===   ============          === 
                                                                
</TABLE>




                                       14

<PAGE>
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 3.2% 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  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

                                       15
<PAGE>
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 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.


                                       16
<PAGE>
Fiscal Year Ended June 30, 1997 Compared to Fiscal Year Ended June 30, 1996:

The  Company had net  earnings of $28,120 in 1997,  as compared to a net loss of
$717,799 in 1996.  After  showing a net loss of  $220,217  through the first six
months of the fiscal  year,  the Company  made a profit the last two quarters of
$42,776  through the third  quarter  ended March 31, and $205,562 for the fourth
quarter ended June 30, 1997.  The improved  performance is due to improved sales
and  profits  in the  livestock  and  equipment  segment,  while  the  water and
environmental  products  segment  remained  fairly  consistent with the previous
year.

Total sales increased $560,051 or 3.9% to $15,072,285 in fiscal 1997 as compared
to $14,512,234 in fiscal 1996.  Total sales in the livestock  equipment  segment
increased  $648,554 to $8,170,971 in 1997. Sales in the water and  Environmental
products segment  decreased $88,503 to $6,901,314 in 1997 compared to $6,989,817
in 1996. Both Eagle of $208,439 and W-W  Manufacturing of $440,115 can attribute
the  increase in  livestock  handling  equipment  sales to improved  sales.  The
increase is  attributable  to general  improvement of the cattle industry during
the  last   half  of  fiscal   1997,   and  the   efforts   of   expanding   the
distributor/dealer  network  during  the  declined  cattle  market  of the  past
eighteen months. The newly expanded  distributor/dealer  network produced strong
results  during the third and fourth  quarters.  Special  sales and  designs for
Fairs,  Expo  Centers  and  Rodeos  continue  to remain  steady  as the  Company
continues  to be the leader in this area.  Sales  continue to improve on the new
re-introduced  feed  equipment  and new panel lines  along with the  traditional
heavy cattle equipment. The demand from feed yards and vets for hydraulic chutes
and working  arenas  remain  strong and is expected to continue  throughout  the
fiscal  year.  New and  continuing  equine  (horse)  products  continue  to gain
strength  in the east and  other  areas of the  country  that have  heavy  horse
population.  The Company will continue its efforts in the equine  equipment area
to avoid sales decline when the next cattle slump occurs.

Rodeo  equipment  sales remain  strong as the Company  continues to maintain its
place as the leader of this segment of the  livestock  equipment  business.  The
Rodeo Equipment is the preferred choice of various rodeo associations  including
the  Professional  Rodeo Cowboy  Association,  supplying  equipment  for the NFR
Finals for almost 20 years, and the Pro Rodeo Hall of Fame.

The Company  continues to evaluate  existing products for improvement as well as
develop new products to insure it maintains its leadership roll in the livestock
equipment  industry.  By  listening  to the end user and  dealers,  the  Company
introduced innovative improvements to existing products during fiscal 1997 which
has helped improve distributor/dealer sales. Livestock systems which have always
been one of the  strongest  aspects of the  Company's  business has been boosted
with the  introduction of two modified  systems during the second half of fiscal
1997.  Sales in all areas of the  livestock  equipment  segments are expected to
remain  strong  through  fiscal  1998  with the  strongest  growth  to be in new
distributor/dealer sales.

The Company's two basic aspects of the water and environmental  products segment
are distribution of water well supplies, and the manufacturing of various pipes,
tanks and accessories for the water, horizontal drilling and mining industries.

While sales decreased slightly in the water and environmental  products segment,
sales of Company manufactured products showed strong improvement. Sales continue
to go  well  in  standard  flush  joint  PVC  screen  and  casing,  and  slotted
high-density  polyethylene  pipe introduced in fiscal 1996 has continued to gain
strength in the horizontal drilling market.

Titan's Ver-ta Slot product  continues to show strong  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  has  develop the
Ver-ta Slot for all applications and material  including belled end, gasket end,
plain end or flush joint material

                                       17
<PAGE>
Another new product gaining market acceptance is Titan's  Combo-buried  Pressure
Tank. This tank offers many advanced features over competitor's  tanks including
strength,  convenience  of  installation,  and  simplified  operation.  With the
introduction  of the Enviorflex  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 screen 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 being the "ultimate
supplier" of water and well products.

To help prevent the winter  months  downturn in the  distributor  portion of the
business Titan has expanded its  distributor/dealer  base in the south and west.
The expansion is expected to maintain higher sales levels during late second and
earlier third quarters.  Traditionally these quarters are lower sales months due
to the extreme weather conditions in the midwest.  It is anticipated that fiscal
1998 sales will improve  slightly  through  second and third  quarters of fiscal
1998 with strong sales during the late spring and early summer quarters.

Gross  margins  improved  to 19.0% in 1997  from  16.7% in 1996.  The  livestock
handling  equipment segment improved to 20.6% in 1997 compared to 18.8% in 1996,
and the water and  environmental  segment  improved its gross profit to 17.0% in
1997 as compared to 16.6% in 1996.  The improved  gross profit in the  Livestock
segment is due to Eagle's  improvement  to 11.5% in 1997  compared  to (4.3%) in
1996.

W-W  Manufacturing  improved to 23.7% in 1997  compared to 22.5% in 1996.  These
improvements are due to lower steel and related costs and better efficiencies in
the manufacturing  process.  The Company is looking at all ways to improve gross
margins and feels that  improvements  will continue in fiscal 1998. The increase
in gross  profit  margins in the water and  environmental  products  were due to
slightly lower prices on PVC pipe, increased sales in the manufactured products,
which commands higher profit margins.

Selling expenses as a percentage of sales decreased to 7.6% in 1997 from 9.4% in
1996.  Selling expenses in the livestock  equipment segment decreased to 9.2% in
1997 compared to 13.2% in 1996.  Selling expenses in the water and environmental
products  segment  were  relatively  steady at 5.6% in 1997  compared to 5.3% in
1996. As seen above,  the overall  decrease in selling expense was attributed to
the improvements in the livestock  equipment  segment.  These  improvements were
generally  due to  the  increase  in  sales  while  expenses  stayed  relatively
consistent.  Another reason for the decrease was the higher  expenses in 1996 on
selling aids and literature without a corresponding  amount spent in 1997. Sales
salaries  have  remained  fairly  consistent  and as sales  continue to improve,
selling expense as a percentage of sales should continue to decline.

General  and  administrative  expenses  decreased  $146,998  in  fiscal  1997 as
compared to fiscal 1996.  The decline is  attributable  to lower legal  expenses
with several  lawsuits  being  settled  during the year.  (See note to financial
statement  regarding  litigation's.)  Other factors  include  reducing  staff at
subsidiary  levels as more duties and  functions  are performed by the Corporate
headquarters, as well as reducing overall telephone, insurance and travel costs.
During the last half of the fiscal year,  the Board of  Directors  took steps to
cut  corporate  overhead.  However,  the  benefits of these cuts did not have an
impact on the fiscal year ended June 1997,  due to the cost of buying out of the
lease space in Denver, Colorado and the severance pay issued to a former officer
of the company.  These costs were absorbed  during the fourth  quarter of fiscal
1997.   The  Board  of  Directors   and   management   feels  that  general  and
administrative  expenses  should  continue to decline  during the current fiscal
year.

                                       18
<PAGE>
Interest  expenses  declined slightly in 1998 to $374,522 from $382,901 in 1997.
This was attributable to the overall  reduction in debt in all companies through
fiscal 1997.  Management  has and will  continue to take the steps  necessary to
keep the various  subsidiary's  operations  competitive  in  products,  services
offered  and  obtaining  quality  employees.  The steps  taken in the  Livestock
Equipment  segment last fiscal  year,  as  explained  in the  following  section
comparing  Fiscal 1996 with Fiscal 1995,  have proven to be very positive  steps
for the  Company.  The Company has lowered  cost,  improved  margins,  sales and
profits.  Expenses  used to obtain new  distributors/dealers  has proven to be a
wise investment with over ten new  distributors  with over 100 store  locations.
Management  can not  guarantee  that  current  conditions  will  continue due to
outside influence that the Company can not control such as the economy, interest
rates, cattle prices,  weather conditions,  and grain prices.  However, based on
dealers, the cattle outlook, steps the Company has taken with new product, it is
expected that fiscal 1998 will continue to be profitable.

It is  anticipated  the sales  and  profits  from the  water  and  environmental
products  segment  to be  similar to fiscal  1998  levels in fiscal  1999 with a
modest growth. This segment will continue to expand its efforts to market higher
margin  manufactured  products to its present  customers  as well as continue to
expand into the horizontal  drilling,  waste treatment and mining markets. It is
anticipated  that  with  both  segments  current  condition,   the  Company  can
anticipate sales and profits to be on the increase for fiscal 1999.


                                       19

<PAGE>
Fiscal Year Ended June 30, 1996 Compared to Fiscal Year Ended June 30, 1995:

The Company  incurred a net operating loss of $717,799 in 1996, as compared to a
net  operating  loss of $405,987 in 1995.  The increase and the overall loss was
attributed  directly to the Company's livestock equipment handling segment while
the water and environmental products segment increased its profits and sales.

Total sales  declined from  $15,563,461  in fiscal 1995 to $14,512,234 in fiscal
1996,  $1,051,227  or 6.76%.  Total sales in the  livestock  equipment  handling
decreased  $1,348,553 from $8,870,970 in 1995 to $7,522,417 in 1996, while total
sales in the water and environmental products segment increased $297,326.

The decline in livestock  handling equipment sales was attributed to lower sales
of $893,320 by Eagle and $455,233 by W-W Manufacturing.  The overall decrease in
sales to Eagle's and W-W Manufacturing's dealers and distributors were offset by
higher sales of "specials". Special sales consisted of equipment sales to fairs,
expo  centers,  rodeos and  universities.  It was  estimated  that special sales
comprised  approximately  $1,200,000  to  $1,500,000  of the total  sales in the
livestock equipment handling segment.

During the third and fourth  quarter of the year,  Eagle  reintroduced  its feed
equipment and W-W Manufacturing introduced its new lower priced line of Wrangler
and  Cowhand  gates  and  panels.  Sales of  those  products  had not been  what
Management had predicted because of production  problems and lack of demand from
customers,  due to  historically  low beef  prices.  Special  sales of livestock
handling  equipment  was strong  during the first  quarter of fiscal  1997,  but
traditional  sales  to  dealers  and  distributors  were  flat  but  started  to
strengthen in the last part of the first  quarter.  Cattle  prices  continued to
show upward movement during the fall and were expected to hold through the year.
This dramatically  effected the traditional sales to dealer and distributors and
along with new product improvements and introduction of new products the Company
expected sales to improve over 1996 levels.

The  Company has been  exploring  new  products  to sell  through its dealer and
Distributor network.  These products not only would increase sales, but sales of
these  products  would not be effected,  when beef prices  decline.  The Company
introduced water stock tanks, dog kennels and new shelters and barns for horses.
The  Company  also  negotiated  with  a high  tech  company  making  ultra-sound
equipment  for cattle.  This product  would help the feeder and feed lot greatly
reduce its feeding cost per animal by analyzing  its back fat level,  therefore,
allowing  shipment  to the packer at the  optimal  time.  Based upon  successful
negotiations, the Company would have exclusive right to sell this product for an
extended  period of time before any other companies would be allowed to offer it
for sale.

While sales increased overall in the water and  environmental  products segment,
sales of water  well  supplies  actually  declined.  The  decline  was offset by
increases in sales of manufactured goods such as flush joint PVC screen casting,
and its new product slotted  high-density  polyethylene  pipe for the horizontal
drilling  market.  The  decline in sales of water  well  supplies  was  directly
related to wet weather  experienced in Nebraska,  Kansas and Oklahoma during the
year.  Decline in spending by both the Federal and State  agencies hurt sales of
well  monitoring  equipment.  This  decline  was offset by  stronger  demand for
manufactured  products by customers in the private sector and development of new
markets such as the mining  industries,  and waste treatment  areas,  which were
realized  as a new market for Titan.  It was  anticipated  the 1997 sales  would
improve slightly over 1996 sales levels approximately 2% to 3%.

Gross  profit  margins  declined  from  19.74% in 1995 to  16.63%  in 1996.  The
livestock handling equipment segment operated at a 18.78% gross profit margin in
1996 as compared to a 21.23% in 1995, while the water and environmental  segment
had a gross profit margin of 16.62% in 1996 as compared to 17.76% in 1995.

                                       20
<PAGE>
The decline in the gross profit margin in the livestock  handling  equipment was
due to Eagle's  gross profit  margin  dropping  from 3.36% in 1995 to (4.32)% in
1996,  while W-W  Manufacturing  declined from 29.29% in 1995 to 22.54% in 1996.
These  declines  were  attributed to several  items  including  higher steel and
welding,  supply  costs,  and  with  oppressed  market  conditions,  these  cost
increases could not be passed on to customers.  Fixed costs remained  relatively
constant  while  sales  declined  by 17.93% and  "specials"  comprised a greater
percentage of total sales and specials  historically have had lower gross profit
margins.  The Company took steps to reduce its  manufacturing  cost, and improve
margins.

The 1.14%  decline  in gross  profit  margins  in the  water  and  environmental
products were  increases in the price of PVC pipe which Titan could not pass the
total increase through to its customers.

Selling  expenses as a percentage of sales  increased to 9.4% in 1996 from 8.07%
in 1995. Traditionally,  the livestock handling equipment has had higher selling
expense,  13.16% in 1996 as compared to 10.59% in 1995, while selling expense in
water and environmental  products amounted to 5.35% in 1996 as compared to 4.74%
in 1995.  A portion of the  increase in selling  expenses in both  segments  was
attributable  to the Companies  efforts to develop new dealers and  distributors
and expand its selling areas to new markets not previously covered. The increase
in  livestock  handling  equipment-selling  expense  was a  function  of several
factors.  The  Company in its  efforts to expand its  markets had to improve its
product literature and selling  materials.  The Company spent considerable money
on product videos,  new sales books and sales aids. To promote its new products,
the Company increased its advertising and show expense,  and there was high cost
relative to following up the over selling of products when the Company was being
represented by Agri- Sales. Sales salaries have remained  relatively  unchanged,
while sales have been lower due to beef  prices.  Only one of seven  salesmen in
the  livestock  handling  equipment  was on a base  plus  commissions  while the
remaining salesmen were on fixed salaries.

General  and  administrative  expenses  decreased  by $278,676 in fiscal 1996 as
compared to fiscal  1995.  The majority of this  decline was  attributed  to the
$157,785 difference bad debt expense between fiscal 1996 and 1995. During fiscal
1995,  management  increased the allowance for doubtful  accounts by $181,000 in
the water and  environmental  products  segment.  Of the  remaining  decrease of
$120,891, legal expense accounted for $63,992 of the decrease.

Interest expense remained  basically  unchanged even though the interest rate on
the  Companies  line of credit and  equipment  lines  declined  during the year,
approximately 1% during fiscal 1996. The reason interest expense did not decline
more was the fact that  average  debt  outstanding  during  the year was  higher
during  fiscal  1996 than  fiscal  1995 even  though at year end the total  debt
decreased $9,249.

Management  took the following  steps to insure it met its  obligations  as they
came due. The livestock segment  traditionally  generated an overall profit as a
segment. With past year's decline in beef prices, drought conditions in three of
the largest  market  areas of the  segment,  and record high grain  prices,  the
market for traditional  cattle equipment was  non-existent.  The Company saw the
market  conditions  declining  and took steps to broaden its line with  products
that could sell in down market  conditions.  Development  of these products took
time and  money,  but  management  felt  they were  necessary  steps to take not
knowing  how long the market  downturn  would  last.  The  Company  felt to stay
competitive  in the short  and  long-term,  the  product  mix had to be  changed
allowing for faster turnover of lower priced products. Management also felt that
to maintain  sales  volumes,  new  customers and markets would have to be sought
out.  The Company  took a bold stand to ensure a  long-term  place in the market
place by expanding its product line.

                                       21
<PAGE>
Those  steps took time and money and  expenses  related to the moves were higher
than  expected.  The Company felt as new customers  continued to come on and the
new products  penetrated  the market,  the Company  would start to see sales and
operating  profits  increase.  There  were  two  ways to  increase  profits:  by
increasing  sales previously  discussed,  and cutting costs. The Company reduced
some  fixed  selling  expenses  in the fall of 1996 and  reduced  administrative
costs. To increase gross profit  margins,  the Company sought out new sources of
steel  which were the  largest  components  of cost of goods  sold.  The Company
successfully  found a new  supplier,  whose steel prices  reduced  steel cost by
approximately  10%.  Benefits  would not be  realized  until the second  half of
fiscal 1997.  Labor  efficiencies  were reviewed and new ways of production were
looked at to reduce cost. A new wash and paint system was put in place  allowing
for less overall paint cost and an improved  finished  product.  Based on market
conditions improvement, sales were expected to increase, and with lower material
costs,  the Company felt the segment  could return to overall  profitability  in
fiscal 1997.

Management  reviewed ways to reduce cost at all levels of the Company.  With the
centralizing accounting to the Corporate head quarters from the subsidiaries, it
was determined  that the Company had excess office space.  The Company looked at
relocation to less space at a lower cost. All other overhead costs were reviewed
and management took steps to reduce costs where applicable and necessary.

Eagle  Enterprises,  located in the eastern market was reviewed to determine the
best use of the facility.  The Company's cost and break-even  level was reduced.
With the  downturn in the market and sales,  the Company did not feel the effect
of these changes.  It was anticipated  that with the introduction of new product
sales market conditions improvement, Eagle could operate at least break-even and
possibly have a chance to be profitable. Continued weakness in beef prices would
depress both sales and profits in the segment. Prior to June 30, 1996, operating
profits from W-W Manufacturing were sufficient to offset the continual operating
losses  from  Eagle.  Eagle's  operating  losses for the last two years have not
reflected  its  proportionate  share of selling and  general and  administrative
costs,  which  were  being  absorbed  by W-W  Manufacturing,  and  still did not
operated at a profit.  The Company's  operating results for fiscal 1997 depended
on sales and profits from its livestock handling  equipment segment.  Due to the
overall weakness in the cattle industry because of low beef prices,  the Company
could predict whether or not the segment would generate a profit in fiscal 1997.

Impact of Year 2000:

         The year 2000 issue is the result of computer  programs  being  written
using two digits rather than four to define the applicable year. This is a broad
business and operational  problem,  as well as accounting systems problem.  This
may cause system failures of miscalculations  causing  disruptions of operations
in  normal  business  activities,  including,  among  other  things a  temporary
inability to process transactions.

         The company has been in the process of modifying  its computer  systems
to be "Year  2000"  compliant  since late 1997.  The  process  involves  systems
reviews, testing and modification or replacement of date sensitive software. The
company has allocated  financial resources to examine and make all the necessary
changes  to  insure  its  computer   systems  will  meet  all  its  "Year  2000"
obligations.

         The company has been making and is  continuing  to make such changes in
existing  systems,  targeting  June 30, 1999 as the  expected  completion  date.
Neither the "Year 2000" nor the  financial  effects of the reviews,  testing and
modifications are expected to have a material adverse effect on the corporations
business or its consolidated  financial position.  The company is in the process
of evaluating "Year 2000" exposures of its major vendors and customers to insure
that a lack of  readiness  by  either  of them will not  impact  the  companies'
business operations.

                                       22
<PAGE>
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  borrowings  under its credit
facilities and from internally generated funds. The Company generated funds from
operations with net earnings of $87,420 and produced a cash flow from operations
of $282,679 for fiscal 1998.  The funds  generated  from operating cash flow and
the sale of the Texas  property  provided  adequate  liquidity  to meet  current
obligations and allow for a net reduction in borrowings of $432,051 in 1998.

The company was in  violation  of certain loan  covenants  resulting  from prior
year's losses in 1996 and prior  periods.  These losses had hindered the company
from  having the  proper  lines of credit  during  the past two years.  With the
profits and improved cash flow generated from the past two years the company has
received a financial  commitment from Norwest  Business Credit Inc. of Colorado,
for new lines of credit and a term loan for a three year term.  This  commitment
allows the Company new and enlarged revolving credit lines to enable the Company
the flexibility it needs to allow for sales and inventory growth.

The Company has also extended its  forbearance  with First American Bank for the
Eagle facility to September  1999.  With the new revolving  line  commitment for
three years and Eagle's real estate loan extension  until 1999, the loans in the
1998 financial  statements have been  re-classified  as long-term noted payable.
With this reclassification, the Companies working capital has gone from $289,203
in 1997 to  $3,116,776  in 1998.  The Company  feels that the expected  profits,
working  capital and cash flow  during  fiscal  1998- 1999 and renewed  lines of
credit will adequately  supply the Company with the liquidity  necessary to meet
its obligations.

The Company successfully sold the 94.5 acres of undeveloped real estate in Texas
for $335,000 with $198,681  being paid at closing,  net of selling  expenses and
the  balance of $110,000  is being  carried on a three year note.  The cash paid
down was used to reduce the revolving credit lines therefore,  reducing interest
expense in 1998.

The Company  successfully  settled its last remaining lawsuit with Jerry Bellar.
The Company should now receive a substantial  decrease in legal costs  therefore
lowering general and administrative expenses in the future.

Based on current conditions in all subsidiaries and general economic conditions,
the  Company  anticipated  continuing  to make a profit  for fiscal  1999.  With
depreciation  expense  representing the major fixed non-cash cost, reduced legal
feels and general  administrative  expense,  the Company feels that  traditional
cash flow will allow the Company to continue to reduce debt in fiscal 1999.

                                       23
<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, F-2

Consolidated Balance Sheets as of June 30, 1998 and
June 30, 1997......................................................   F-3, F-4

Consolidated Statements of Operations for the years
ended June 30, 1998, 1997 and 1996.................................   F-5

Consolidated Statements of Stockholders' Equity for
the years ended June 30, 1998, 1997 and 1996.......................   F-6

Consolidated Statements of Cash Flows for the years ended
June 30, 1998, 1997 and 1996.......................................   F-7, F-8

Notes to Consolidated Financial Statements.........................   F-9


Financial Statement Schedules:

Independent Auditors' Report.......................................   S-1, S-2

I - Condensed Financial Information of Registrant..................   S-3




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.

                                       24

<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,  1998 and 1997,  and the
related consolidated  statements of operations,  stockholders'  equity, and cash
flows  for the each of the two  years  ended  June  30,  1998.  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, 1998 and 1997, and the results of
their  operations  and their cash flows for each of the two years ended June 30,
1998, in conformity with generally accepted accounting principles.



                                            BROCK AND COMPANY, CPAs, P.C.


Fort Collins, Colorado
October 20, 1998


                                       F-1
<PAGE>


INDEPENDENT AUDITOR'S REPORT
----------------------------




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

         We have audited the statements of operations, stockholders' equity, and
cash flows of W W Capital  Corporation  for the year then  ended June 30,  1996.
These  financial   statements  are  the   responsibility  of  the  Corporation's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

         We conducted our audit in accordance with generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the 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 audit provides a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material  respects,  the results of its operations and cash flows
of W W Capital  Corporation for the year then ended June 30, 1996, in conformity
with generally accepted accounting principles.





                                          MILLER AND McCOLLOM

                                          Certified Public Accountants



Denver, Colorado
October 15, 1996

                                       F-2

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

June 30                                                               1998         1997
----------------------------------------------------------------------------------------



<S>                                                              <C>          <C>       
ASSETS

Current Assets
    Cash .....................................................   $  281,449   $  357,373
    Accounts receivable - trade (net of allowance for doubtful
       accounts of $104,500 in 1998 and $134,000 in 1997) ....    1,885,976    2,026,991
    Accounts receivable - related party - ....................      167,572
    Accounts receivable - other ..............................       60,593       13,321
    Inventories ..............................................    3,157,499    3,341,156
    Prepaid expenses .........................................       19,262       15,984
    Current portion of notes receivable - related parties ....          893        9,286
    Current portion of notes receivable - other ..............       20,342        6,549
                                                                 ----------   ----------
              Total current assets ...........................    5,426,014    5,938,232
                                                                  =========    =========



Property and Equipment - net of accumulated
    depreciation  of $2,561,929 in 1998 and
    $2,256,851 in 1997 .......................................    2,103,249    2,296,363
                                                                  ---------    ---------



Other Assets
    Real estate held for sale ................................         --        381,035
    Long-term notes  receivable - related  parties
      (net current  portion) .................................       22,135       23,028
    Long-term notes receivable - other (net of allowance for
       doubtful accounts of $10,000 in 1998 and 1997
       and current portion) ..................................       99,752        9,753
    Loan acquisition costs - net of accumulated amortization
       of $17,272 in 1998 and $15,868 in 1997 ................         --          1,404
    Other assets .............................................       29,428       29,278
                                                                 ----------   ----------
              Total other assets .............................      151,315      444,498
                                                                 ----------   ----------


              Total assets ...................................   $7,680,578   $8,679,093
                                                                 ==========   ==========

</TABLE>

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


                                       F-3
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Balance Sheets (continued)
---------------------------------------------------------------------------------------------------

June 30                                                                        1998          1997
---------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>        
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts  payable ...............................................   $ 1,714,738    $ 2,232,990
     Revolving credit notes payable to bank ..........................          --        1,834,000
     Accrued  payroll and related taxes ..............................       225,154        184,569
     Accrued property taxes ..........................................        29,646         34,442
     Accrued  interest payable .......................................        25,158         12,344
     Accrued commissions  related party ..............................          --          150,000
     Other current liabilities .......................................        14,542         18,777
     Current portion of notes payable ................................       300,000      1,172,018
     Current portion of capital lease obligation .....................          --            9,889
                                                                         -----------      ---------
              Total current liabilities ..............................     2,309,238      5,649,029
                                                                         -----------      ---------

Long - Term Liabilities
    Long-term notes payable - net of current portion                       2,860,930        575,390
    Long-term capital lease obligation - net of current portion ......          --            1,684
                                                                         -----------      ---------
              Net long term liabilities ..............................     2,860,930        577,074
                                                                         -----------      ---------

              Total liabilities ......................................     5,170,168      6,226,103
                                                                         -----------      ---------

Commitments and Contingencies ........................................          --             --
                                                                         -----------      ---------

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
      at June 30, 1998 and 1997 .....................................         55,406         55,406
    Capital in excess of par value ...................................     3,304,629      3,304,629
    Accumulated deficit ..............................................      (800,719)      (888,139)
                                                                         -----------     ---------- 
                                                                           2,559,316      2,471,896
    Less 120,264 shares in 1998 and 20,264 shares in 1997
      of treasury stock at cost ......................................       (48,906)       (18,906)
                                                                         -----------    ----------- 
              Net stockholders' equity ...............................     2,510,410      2,452,990
                                                                         -----------    -----------

              Total liabilities and stockholders' equity .............   $ 7,680,578    $ 8,679,093
                                                                         -----------    -----------
</TABLE>


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


                                       F-4

<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Statement of Operations
--------------------------------------------------------------------------------------

Years ended June 30                               1998            1997           1996
---------------------------------------------------------------------------------------
<S>                                        <C>             <C>             <C>         
Net Sales ..............................   $ 15,576,140    $ 15,072,285    $ 14,512,234
Cost of Goods Sold .....................     12,709,034      12,212,442      12,099,403
                                             ----------      ----------      ----------
              Gross profit .............      2,867,106       2,859,843       2,412,831
                                             ----------      ----------     -----------

Operating Expenses
    Selling expenses ...................      1,188,403       1,146,090       1,363,215
    General and administrative expenses       1,431,249       1,363,831       1,510,829
                                           ------------    ------------    ------------
              Total operating expenses .      2,619,652       2,509,921       2,874,044
                                           ------------    ------------    ------------

Income From Operations .................        247,454         349,922        (461,213)
                                           ------------    ------------    ------------


Other Income (Expense)
    Interest income ....................         81,910          74,939         107,402
    Interest expense ...................       (340,182)       (374,522)       (382,901)
    Realized and unrealized loss on
       real estate held for sale .......        (72,354)           --            (3,500)
    Gain on property and equipment
       dispositions ....................         87,122           6,629             400
    Other income (expense) - net .......         83,470         (28,848)         39,426
                                           ------------    ------------    ------------
              Net other income (expense)       (160,034)       (321,802)       (239,173)
                                           ------------    ------------    ------------

Earnings (Loss) Before Income Taxes ....         87,420          28,120        (700,386)
                                           ------------    ------------    ------------

Income Tax
    Current ............................           --              --            (1,650)
    Deferred ...........................           --              --           (15,763)
                                           ------------    ------------    ------------
              Total income tax .........           --              --           (17,413)
                                           ------------    ------------    ------------

              Net earnings (loss)  ....    $     87,420    $     28,120    $   (717,799)
                                           ============    ============    ============

Earnings (Loss) Per Common Share
    Basic
       Net earnings (loss)  ...........    $       0.02    $       0.00    $      (0.13)
       Weighted average number of
          common shares ................      5,540,661       5,530,661       5,530,661

    Diluted
       Net earnings (loss) .............   $       0.02    $       0.00    $      (0.13)
       Weighted average number of
          common shares ................      5,560,794       5,549,544       5,530,661

</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 Stockholders' Equity
-----------------------------------------------------------------------------------------------------------------------------------

Years ended June 30, 1998, 1997 and 1996
-----------------------------------------------------------------------------------------------------------------------------------


                                                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, 1995 ...................  5,530,661   $  55,306   $ 3,304,099   $  (198,460)    (20,264)   $ (18,906)  $ 3,142,039

Net loss for year ended June 30, 1996 ...       --          --            --        (717,799)       --           --        (717,799)
                                           ---------    --------     ---------     ---------    ---------    --------    ----------

Balance, June 30, 1996 ..................  5,530,661      55,306     3,304,099      (916,259)    (20,264)     (18,906)    2,424,240

Exercise of options .....................     10,000         100           530          --          --           --             630

Net earnings for year ended June 30, 1997       --          --            --          28,120        --           --          28,120
                                           ---------    --------     ---------     ---------    --------     --------     ---------

Balance, June 30, 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)

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
                                           =========   =========   ===========   ===========   =========    =========   ===========

</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
-----------------------------------------------------------------------------------------------------

Years ended June 30                                                 1998         1997        1996
-----------------------------------------------------------------------------------------------------

<S>                                                             <C>          <C>          <C>       
Cash Flows From Operating Activities
    Net earnings (loss) .....................................   $  87,420    $  28,120    $(717,799)
    Adjustments to reconcile net earnings
      (loss) to net cash provided by (used in)
      operating activities
        Depreciation and amortization .......................     394,230      408,561      444,653
        (Gain) loss on dispositions of property and equipment     (87,122)      (6,629)        (400)
        Loss on sale of real  estate held for sale ..........      72,354         --           --
        Provision for loss on accounts and notes receivable..      30,112       17,756     (116,423)
        Discount on note ....................................        --           --         10,000
        Impairment  of  assets ..............................        --           --         38,557
        Other ...............................................        --         (3,991)      (1,544)
        Deferred income taxes ...............................        --           --         15,763
    Net changes in assets and liabilities
        Accounts receivable .................................      63,630     (261,134)     (75,336)
        Inventories .........................................     183,657       86,352       24,394
        Other current and non-current assets ................      (5,290)      19,471       33,055
        Accounts payable, accrued expenses and
          other current liabilities .........................    (456,312)      10,946      155,034
                                                                 --------      -------      -------
              Net cash provided by (used in)
              operating activities ..........................     282,679      299,452     (190,046)
                                                                  -------      -------     -------- 



CashFlows From Investing  Activities
     Proceeds from sale of real estate ......................     198,681         --           --
     Additions to real estate held for sale ..................        --         (1,621)      (5,454)
     Proceeds from sale of property and equipment ...........     124,424        9,100        1,000
     Purchases of property and equipment ....................    (265,152)     (85,519)    (195,468)
     Proceeds from notes receivable, other ..................       6,209      140,464      461,795
     Proceeds from stockholders' notes receivable ...........       9,286       25,583       23,310
                                                                  -------      -------      -------
              Net cash provided by investing activities .....      73,448       88,007      285,183
                                                                  -------      -------      -------



CashFlows  From  Financing  Activities
     Borrowings  on lines of credit .........................        --        100,000      364,000
     Payments on lines of credit ............................    (150,000)        --       (292,613)
     Payments on notes payable ..............................    (319,984)    (243,104)    (406,540)
     Borrowings from notes payable ..........................      49,506         --        265,050
Payment on capital leases ...................................     (11,573)     (18,634)     (18,470)
    Net proceeds from issuance of common stock ..............        --            630         --
                                                                ---------    ---------    ---------
              Net cash used in financing activities .........    (432,051)    (161,108)     (88,573)
                                                                ---------    ---------    ---------
</TABLE>

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

                                       F-7

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

Years ended June 30                                      1998        1997         1996
---------------------------------------------------------------------------------------

<S>                                                  <C>          <C>         <C>      
Net Increase (Decrease) in Cash ..................   $ (75,924)   $ 226,351   $   6,564


Cash, Beginning of year ..........................     357,373      131,022     124,458
                                                     ---------    ---------   ---------


Cash, End of year ................................   $ 281,449    $ 357,373   $ 131,022
                                                     =========    =========   =========


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

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

    Installment loans to acquire property
      and equipment ..............................   $      -     $ 18,869    $  28,000

    Conversion of account and note receivable
      to notes receivable ........................   $      -     $   -       $ 135,000

    Conversion of accounts payable to note payable   $      -     $   -       $  51,224

    Cash paid during the period for interest .....   $ 334,092    $ 377,909   $ 400,213

    Cash paid for income taxes ...................   $      -     $   -       $   1,650
</TABLE>

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



                                       F-8
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
--------------------------------------------------------------------------------

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). 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.  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.

               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.

               Loan Acquisition  Costs.  Loan acquisition  costs represent costs
          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.

                                       F-9
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
--------------------------------------------------------------------------------


Note 1 - Summary of Significant Accounting Policies (continued)

                  Stock-Based   Compensation.   In  1997,  the  Company  adopted
         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
         adoption  of FAS 123 had no effect on net income and the effects of the
         fair value based method were not material for proforma disclosure.

                  Impairment of Long-Lived  Assets. In 1996, the Company adopted
         Financial  Accounting  Standards  Board  Statement No. 121 (FAS 121), "
         Impairment  of  Long-Lived   Assets."  In  the  event  that  facts  and
         circumstances  indicate  that the cost of assets  may be  impaired,  an
         evaluation of  recoverability  would be performed.  If an evaluation is
         required,  the estimated future undiscounted cash flows associated with
         the asset would be compared to the asset's carrying amount to determine
         if a  write-down  to market  value or  discounted  cash  flow  value is
         required.

                  During 1996, the Company  determined that the marketing rights
         for the  animal  hospital  bed,  in its  livestock  equipment  handling
         segment,  were impaired after  estimating the present value of expected
         gross profit from future  sales as compared to the net book value.  The
         Company wrote down the intangible  asset by $38,557 through a charge to
         cost of goods sold.

                  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.

                  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, 1998 and 1997  $14,714 and $15,050 of  advertising
         cost was reported as assets.  Advertising expense for each of the three
         years  ended  June  30,  1998 was  $$110,082,  $97,556,  and  $173,782,
         respectively.

                  Income Taxes.  The Company  accounts for income taxes under an
         asset and liability  approach that requires the recognition of deferred
         tax assets and liabilities for the expected future tax  consequences of
         events that have been recognized in different periods for financial and
         income tax reporting.

                  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.

                                      F-10
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
--------------------------------------------------------------------------------


Note 2 - Related Party Transactions and Subsequent Event
<TABLE>
<CAPTION>
                    Notes Receivable. Notes receivable from stockholders and all
               affiliated entities consisted of the following at June 30:

                                                                                   1998         1997
                                                                                ---------    ---------
<S>                                                                            <C>         <C>     

                     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.  The  1998  installment  was
                received in October 1998 .....................................   $ 23,028    $ 23,028

                    Three notes receivable received paid  in full 
                         during 1998  ........................................       --         9,286
                                                                                 --------    --------
                                                                                   23,028      32,314
                    Less current portion .....................................       (893)     (9,286)
                                                                                 --------    --------
                                                                                 $ 22,135    $ 23,028
                                                                                 ========    ========
</TABLE>

                  During  the years  ended  June 30,  1998,  1997 and 1996,  the
         Company recorded  interest income of $2,072,  $4,365 and $6,362 for the
         notes receivable from related parties.

                  Notes  Payable to  Stockholder.  The Company  has  outstanding
         balances  of $21,107  and $27,069  payable to a former  stockholder  of
         Titan as of June  30,  1998  and  1997,  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,  1998,  1997 and 1996,  the
         Company  incurred  interest  expense  of  $2,525,  $3,004  and  $3,299,
         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.  The
         manufacturing facility lease expired in December 1994 and has continued
         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.

                  Other.  During  September 1998, the Company settled a law suit
         with Agri-Sales  Associates (Agri- Sales), whose major stockholder is a
         stockholder of the Company.  The liability for  commissions of $150,000
         and recorded  receivables of $167,572,  including  amounts due under an
         indemnification  agreement were settled for $20,000 paid by the Company
         subsequent to year end.

                  The Company has entered  into the  transactions  with  related
         parties as disclosed above during the three-year  period ended June 30,
         1998. 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.


                                      F-11
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
--------------------------------------------------------------------------------


Note 3 - Inventories

           Inventories consisted of the following at June 30:
                                                      1998              1997
                                                 -----------       -----------
                      Raw materials              $   390,607       $   461,311
                      Work-in-process                207,079           188,890
                      Finished goods               2,559,813         2,690,955
                                                 -----------       -----------
                                                 $ 3,157,499        $3,341,156
                                                 ===========        ==========

Note 4 - Notes Receivable - Other
<TABLE>
<CAPTION>
           Other notes receivable consisted of the following at June 30:

                                                                            1998          1997
                                                                      -----------    ------------
<S>                                                                   <C>            <C>      
           Note  receivable  bears  interest at 9.5% and is due in
      annual  principal  installments of $20,000.  Interest is due
      quarterly.  The note matures in November  2000.  The note is
      collateralized by real estate located in Texas, as discussed
      in Note 6.                                                      $   110,000    $       -

            Unsecured note  receivable from a former employee bears
       interest at 9%.                                                     19,753         19,753

            Note  receivable  bears  interest  at 18% and is due in
       monthly  installments of $500. The note is collateralized by
       equipment.                                                             341          4,049

            Paid in full during 1998                                           --          2,500
                                                                       ----------     ----------
                                                                          130,094         26,302
            Less allowance for doubtful accounts                          (10,000)       (10,000)
            Less current portion                                          (20,342)        (6,549)
                                                                       ----------     ---------- 
                                                                     $     99,752    $     9,753
                                                                      ===========    ===========
</TABLE>

               Notes receivable  totaling $42,781 at June 30, 1998 and 1997 were
         identified by management as impaired. The allowance for credit loss was
         $10,000 for June 30, 1998 and 1997.

Note 5 - Property and Equipment
<TABLE>
<CAPTION>
               Property and equipment consisted of the following at June 30:

                                                                            1998           1997
                                                                      -----------    ------------
<S>                                                                   <C>            <C>         
                  Land and improvements                               $   156,262    $     94,840
                  Building and improvements                             1,515,956       1,596,930
                  Leasehold improvements                                  209,375         207,123
                  Machinery and equipment                               1,845,245       1,691,416
                  Office equipment                                        385,897         356,809
                  Automobiles and trucks                                  548,908         570,916
                  Construction in progress                                  3,535          35,180
                                                                       ----------      ----------
                                                                        4,665,178       4,553,214
                  Less accumulated depreciation and amortization       (2,561,929)     (2,256,851)
                                                                       ----------      ---------- 
                                                                      $ 2,103,249    $  2,296,363
                                                                      ===========    ============

</TABLE>


                                      F-12
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
--------------------------------------------------------------------------------


Note 6    - 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 note maturing in November 2000 in the amount of $110,000.  A realized
         loss was recorded in the amount of $72,354,  which includes expenses of
         sale of $26,319.


Note 7 - Employee Benefit Plans

               401(k)  Plan.  The  Company  has a 401(k)  Saving  Plan,  whereby
         eligible  employees who have one half year of entry 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, 1998,  1997, and 1996, the Company made
         $7,729, $7,397 and $10,295 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, 1998,
         options to purchase  702,500 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 157,668
         shares at option prices ranging from $0.063 to $2.50 per share of which
         137,668 are outstanding as of June 30, 1998. Options to purchase 10,000
         shares of common stock for $0.063 per share were exercised during 1998.
         These options will expire five or ten years after issuance.

               The following stock options are outstanding at June 30, 1998:

                                           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           182,500         $0.75      182,500
                  July 1, 1994             26,667         $0.75       26,667
                  July 1, 1995             30,000         $0.5625     30,000
                  April 5, 1996             5,000         $0.45        1,666
                  July 1, 1996             20,000         $0.063      20,000
                  July 1, 1997             10,000         $0.17       10,000
                                          -------                    -------
                                          385,168                    381,834
                                          =======                    =======


                                      F-13
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
--------------------------------------------------------------------------------


Note 8 -  Short-Term Notes Payable

                  The Company had revolving  lines of credit until May 31, 1998,
         at which time all outstanding  balances were converted to term loans as
         disclosed in Note 9, the  short-term  debt is expected to be refinanced
         on a long-term basis and, accordingly, is recorded as long-term debt. A
         summary of short term notes payable for the year ended June 30, 1998 is
         as follows:
<TABLE>
<S>                                                                    <C>               <C>   
               Weighted average interest rate at year end                   --  %            10.85%

               Balance at year end                                     $    --           $1,834,000
                                                                       ==========        ==========
               Maximum amount outstanding during the year              $1,834,000        $1,834,000
                                                                       ==========        ==========
               Average amount outstanding during the year              $1,746,500        $1,800,667
                                                                       ==========        ==========
               Weighted average interest rate during the year
                 based on average short-term notes payable                 11.07%            10.66%



Note 9 - Long-Term Debt

              Long-term debt consists of the following at June 30:
                                                                            1998              1997
                                                                      ------------       ------------
              Financial Institutions
              ----------------------

          Term Note payable bears  interest at 3% over the Bank's
     rate  (11.50% at June 30,  1998.) The note is due in monthly
     installments of $11,000,  including  principal and interest.
     Note matures October 1998 and is expected to be refinanced.      $   775,000         $ 840,000

          Term Note payable bears  interest at 3% over the Bank's
     rate  (11.50% at June 30,  1998.) The note is due in monthly
     installments  of $9,300,  including  principal and interest.
     Note matures  October 1998 and is expected to be refinanced.         685,000           750,000

          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 a forbearance until September 1999 while alternative
     financing is arranged.                                               392,103           454,862



                                                     F-14

<PAGE>



W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
                  -------------------------------------------------------------------------------


Note 9 - Long-Term Debt (continued)

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

             Note payable bears  interest at 3% over the Bank's base
        rate  (11.5%  at  June  30,  1998)  and is  due  in  monthly
        installments  of $9,950,  including  principal and interest.
        The note  matures  in  October  1998 and is  expected  to be
        refinanced.   The  note  is   collateralized   by   accounts
        receivable,   inventories,  note  receivable,  property  and
        equipment,  real  estate and  contract  rights.                 $ 275,012    $      351,073

             Term Note payable bears  interest at 3% over the Bank's
        rate  (11.50% at June 30,  1998.) The note is due in monthly
        installments  of $3,100,  including  principal and interest.
        Note matures  October 1998 and is expected to be refinanced.      224,000           244,000

             Note payable bears  interest at 3% over the Bank's base
        rate  (11.5%  at  June  30,  1998),  and is  due in  monthly
        installments  of $7,350,  including  principal and interest.
        The  note  is   collateralized   by   accounts   receivable,
        inventories,  note receivable,  property and equipment, real
        estate and contract rights. The note matures in October 1998
        and is expected to be refinanced.                                 207,311           263,093

             Mortgage note payable  bears  interest at 9.15% through
        February  2000.  The interest  rate is 4.98% over the Bank's
        consumer  real  estate  index  rate and is subject to change
        every  five  years  commencing  in March  2000.  The note is
        payable in installments,  including  principal and interest,
        of  $2,308  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.                                  199,336           208,408

             Mortgage note payable  bears  interest at 1.5% over the
        New York Chase  prime rate  (10.0% at June 30,  1997) and is
        due  in  monthly   installments,   including  principal  and
        interest,  of $1,063  through  May 2005,  at which  time the
        remaining    balance    becomes   due.   The   mortgage   is
        collateralized   by  real  estate  located  in  Weatherford,
        Oklahoma.                                                          63,484            69,457

             Note  payable  bears  interest  at  10%  and  is due in
        monthly   installments  of  $766,  including  principal  and
        interest.   The   note   matures   in  June   2002   and  is
        collateralized by equipment in Weatherford, Oklahoma.              30,106                -

                                      F-15
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
                  ---------------------------------------------------------------------------------



Note 9 - Long-Term Debt (continued)
                                                                           1998             1997
                                                                        ---------         --------

              Notes payable bear interest at rates ranging from 9.77%
         to 12.25%  and are due in  monthly  installments,  including
         principal and interest,  totaling  $1,210  through  December
         1998,   and  $707   through   April  2000.   The  notes  are
         collateralized by equipment.                                    $ 17,185         $  29,567

              Notes payable bear interest at rates ranging from 8.99%
         to 10.25%  and are due in  monthly  installments,  including
         principal and interest,  totaling  $1,236  through  November
         1998  and  $600  through   January   2000.   The  notes  are
         collateralized by vehicles.                                       13,672            25,912

              Note paid in full during 1998.                                 -               12,570
                                                                        ---------         ---------
                                                                        2,882,209         3,248,942
                                                                        ---------         ---------

              Other Entities
              --------------
              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.                                              129,221           150,535

              Mortgage note payable  bears  interest at 4.38% through
         January 2000. The interest rate will be adjusted in February
         2000  and  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.                                                     103,838           110,513

              Mortgage note payable bears interest at 2.0% and is due
         in monthly  installments,  including principal and interest,
         of $1,288  through May 1999. The note is  collateralized  by
         land,   building  and  equipment   located  in   Livingston,
         Tennessee,  subordinated to a financial institution.              14,030            29,044

              Note  payable  bears  interest  at 5.25%  and is due in
         quarterly installments, including principal and interest, of
         $675. The note is unsecured.                                      10,525            15,305 
                                                                       ----------        ---------- 
                                                                          257,614           305,397
                                                                       ----------        ----------
</TABLE>


                                              F-16

<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Note 9 - Long-Term Debt (continued)
                                                                       1998            1997
                                                                  ----------      ----------
 <S>                                                             <C>             <C>   
                  Notes payable bear interest at rates ranging
                  Related Party                                       21,107          27,069
                                                                   ---------       ---------
                                                                   3,160,930       3,581,408
                  Less current portion and short-term debt          (300,000)     (3,006,018)
                                                                  ----------       ---------
                                                                  $2,860,930     $   575,390
                                                                  ==========     ===========
</TABLE>

                  Term  notes   payable  in  the   amount  of   $1,834,000   are
         collateralized by deed of trust on real estate, property and equipment,
         accounts receivable, inventories, contract rights, and notes receivable
         and are  cross-collateralized  with debt totaling  $482,323 at June 30,
         1998, and  cross-guaranteed  by all of the subsidiaries.  Effective May
         31, 1998, the loans were converted from revolving  notes to term notes.
         The term notes provide that outstanding  indebtedness cannot exceed the
         sum of 80% of the eligible accounts  receivable and 50% of raw material
         and  finished  goods  inventories.  The loan  agreements  prohibit  the
         Company  from  paying  cash  dividends.   Additionally,  the  Company's
         subsidiaries  are required to meet certain  restrictive  loan covenants
         pertaining  to the  maintenance  of minimum  working  capital,  current
         ratio, net worth,  and debt service  coverage  ratios.  The Company was
         granted a waiver of certain  covenants to October  1998.  Approximately
         $2,367,000  of the Company's  consolidated  net assets at June 30, 1998
         are   considered   to  be   restricted   net  assets  of   consolidated
         subsidiaries.

                  In October 1998, the Company  received a letter of intent from
         a  financial  institution  to  refinance  certain  debt and to  provide
         working  capital.  The letter of intent  provides  for the  issuance of
         $2,350,000  of  revolving  credit  debt,   subject  to  borrowing  base
         limitations of 80% of eligible accounts  receivable and 50% of eligible
         inventory,  bearing  interest  at  the  Bank's  base  rate  plus  1.5%.
         Additionally, the bank will issue a $275,000 term loan bearing interest
         at the Bank's base rate plus 2%. The  financing  commitment  requires a
         one-time  commitment fee of 1% of the total available  borrowings to be
         paid  at  closing.   Notes  payable  with  an  outstanding  balance  of
         $2,166,323 at June 30, 1998 are due in October 1998 and are expected to
         be refinanced  with  borrowings  pursuant to the letter of intent.  The
         Company has classified all debt as long-term because it has the ability
         and intent to refinance the debt for three years.

                  The  aggregate  maturities of long-term debt are as follows at
         June 30, 1998:

                               Year
                               ----
                               1998                   $   300,000
                               1999                       400,000
                               2000                        70,000
                               2001                     2,100,000
                               2002                        65,000
                           Thereafter                     225,930
                                                       ----------
                                                       $3,160,930
                                                       ==========


Note 10 - Commitments and Contingencies

               Operating Leases. In March 1997, the Company entered into a three
          year lease for office  space.  The lease  provides for monthly  rental
          payments of $2,312  escalating  to $2,477 for the period from April 1,
          1997 through April 30, 2000.

                                      F-17
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
--------------------------------------------------------------------------------

Note 10 - Commitments and Contingencies (continued)

               During  1998,  the  Company  entered  into lease  agreements  for
          production  and office  equipment  and  vehicles.  The lease terms are
          generally two to five years.  The Company also canceled three existing
          vehicle leases effective August 1998.

               In August 1998,  the Company  entered into three,  two year lease
          agreements for vehicles. The leases provide for total monthly payments
          of $1,691.  The Company also canceled  three  existing  vehicle leases
          effective August 1998.

               Future minimum rental payments under operating  leases as of June
          30, 1998,  including the changes in vehicle leases  subsequent to year
          end, are as follows:
<TABLE>
<CAPTION>
            Year               Office Space         Equipment         Vehicles          Total
            ----               ------------         ---------         --------         ---------
<S>         <C>                     <C>               <C>              <C>             <C>      
            1999                    $29,068           $23,541          $41,558         $  94,167
            2000                     22,289            23,541           28,759            74,589
            2001                        -              22,715              -              22,715
            2002                        -              18,589              -              18,589
            2003                        -               7,016              -               7,016
                                    -------           -------          -------          --------
            Total minimum
             payments required      $51,357           $95,402          $70,317          $217,076
                                    =======           =======          =======          ========
</TABLE>
               The  Company  also  leases  various   facilities  under  informal
          agreements.  Rental expense under operating leases for the years ended
          June 30,  1998,  1997 and 1996  amounted to  $168,799,  $186,715,  and
          $159,889, respectively.


Note 11 - Segmented Information and Reconciliation

                  The  Company's   operations  are  classified   into  principal
         industry  segments;  W-W and Eagle  which  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>
                                                                   1998             1997           1996
                                                               ------------    ------------    ------------
          <S>                                                  <C>             <C>             <C>         
          Net Sales:
                    Livestock handling equipment ...........   $  8,988,175    $  8,170,971    $  7,522,417
                    Water well and environmental supplies ..      6,587,965       6,901,314       6,989,817
                                                                  ---------       ---------       ---------
                                Total net sales ............   $ 15,576,140    $ 15,072,285    $ 14,512,234
                                                               ============    ============    ============

          Operating Earnings:
                    Livestock handling equipment ...........   $    427,900    $    463,712    $   (262,647)
                    Water well and environmental supplies ..        246,676         432,221         473,133
                                                               ------------    ------------    ------------
                                Total operating earnings ...        674,576         895,933         210,486

                    Corporate and other (1) ................       (587,156)       (867,813)       (928,285)
                                                               ------------    ------------    ------------ 
                    Earnings (loss) before income taxes ....   $     87,420    $     28,120    $   (717,799)
                                                               ============    ============    ============ 
</TABLE>

                                      F-18
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
----------------------------------------------------------------------------


<TABLE>
<CAPTION>
Note 11 - Segmented Information and Reconciliation (continued)

                                               1998          1997         1996
                                            ----------   ----------   ----------
     <S>                                         <C>          <C>          <C>       
     Identifiable Assets:
          Livestock handling equipment ........   $3,704,490   $4,056,207   $3,866,469
          Water well and environmental supplies    3,803,234    4,015,170    4,438,397
                                                 ----------   ----------   ----------
                                                  7,507,724    8,071,377    8,304,866
          General corporate assets (2) .......      172,854      607,716      589,042
                                                 ----------   ----------   ----------
               Total assets as reported in
                 accompanying consolidated
                 balance sheets .............    $7,680,578   $8,679,093   $8,893,908
                                                 ==========   ==========   ==========

     Capital Expenditures:
          Livestock handling equipment .......   $  151,050   $   31,657   $  164,150
          Water well and environmental supplies     174,087       43,495       72,688
          Corporate ..........................       19,473        4,226        3,221
                                                 ----------   ----------   ----------
               Total capital expenditures ....   $  344,610   $   79,378   $  240,059
                                                 ==========   ==========   ==========

     Depreciation and Amortization:
          Livestock handling equipment .......   $  277,914   $  272,915   $  287,238
          Water well and environmental supplies      96,442      113,449      123,691
          Corporate ..........................       19,874       22,197       33,724
                                                 ----------   ----------   ----------
               Total depreciation and
                 amortization ................   $  394,230   $  408,561   $  444,653
                                                 ==========   ==========   ==========
<FN>
                  (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.
</FN>
</TABLE>

Note 12 - Income Taxes
<TABLE>
<CAPTION>
          The provision for income taxes is as follows at June 30:

                                                     1998        1997       1996
                                                  --------    --------   ---------
     <S>                                          <C>         <C>        <C>    
     Current
         Federal ..............................   $ 72,700    $ 30,800   $    --
         State ................................     23,300      14,400       1,650
     Deferred .................................       --          --        15,763
              Tax benefit of net operating loss    (96,000)    (45,200)       --
                                                  --------    --------   ---------
                                                  $   --      $   --     $  17,413
                                                  ========    ========   =========

</TABLE>

                                      F-19
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
--------------------------------------------------------------------------



Note 12 - Income Taxes (continued)

                  A  reconciliation  of  income  at the  statutory  rate  to the
         Company's effective rate is as follows at June 30:
<TABLE>
<CAPTION>
                                                          1998      1997     1996
                                                        -------   -------   -------
     <S>                                                 <C>       <C>      <C>     
     Federal  statutory  rate .....................      34.00%    34.00%   (34.00)%
     Non  deductible expenses .....................       9.51     23.44      1.56
     Basis difference in assets and
       liabilities ................................      (4.60)    (8,90)      --
     Capital loss and reversed of  non
      deductib  write down of real estate .........      (8.38)      --        .17
     Change in deferred tax asset
      valuation allowance and net
      operating loss ..............................     (30.53)   (49.47)    34.10
     Other ........................................        --        .93       .57
                                                         -----     -----     -----
                                                          -- %      -- %     2.40%
                                                         =====     =====     =====
</TABLE>
<TABLE>
<CAPTION>
          Deferred tax assets and liabilities are comparised of the following:
                                                     1998         1997         1996
                                                  ---------    ---------    ---------
     <S>                                          <C>          <C>          <C>      
     Deferred Tax Assets:
         Net operating loss carryforward ......   $ 238,000    $ 239,979    $ 344,327
         Allowance for doubtful accounts ......      38,900       48,960       59,869
         Inventory ............................      28,500       34,775       25,518
         Accrued salaries .....................      26,700       19,242       20,531
                                                  ---------    ---------    ---------
                Total deferred tax assets .....     332,100      342,956      450,245

     Deferred Tax Liabilities:
         Depreciation of property and equipment     135,000     (176,834)    (211,445)
         Valuation allowance ..................    (197,100)    (166,122)    (238,800)
                                                   --------     --------     -------- 
              Deferred taxes - net ............   $    --      $    --      $    --
                                                  =========    =========    =========

     Current deferred tax asset ...............   $    --      $    --      $  99,814
     Long-term deferred tax liability .........        --           --        (99,814)
                                                  ---------    ---------    ---------
                                                  $    --      $    --      $    -- 
                                                  =========    =========    =========
</TABLE>

                  At June 30, 1998,  the Company has  approximately  $489,000 of
         net operating loss available for  carryforward  to offset future year's
         taxable  revenue.  The loss carry  forward  expires  at  various  times
         through the year 2011, if not utilized earlier.

                  At June 30, 1998,  the Company has capital loss  carryforwards
         in the amount of $288,000  which no benefit has been  recognized due to
         uncertainty as to realization.


                                      F-20
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1998
------------------------------------------------------------------------------



Note 13 - Litigation and Subsequent Event

                  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  accompanying  financial  statements
         reflect the amounts agreed to in the settlement as of June 30, 1998.


Note 14 - 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 and Eagle'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,  1998,  W-W  Manufacturing  and  Eagle's  accounts  receivable
         totaled $992,309 and Titan's totaled $842,286.


Note 15 - Fair Value of Financial Instruments

                  Effective  June 30,  1996,  the Company  adopted  statement of
         Financial Accounting  Standards No. 107,  "Disclosures about Fair Value
         of Financial  Instruments," which requires disclosing 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 1998 and 1997 due to
         the scheduled  maturities and  restrictive  provisions of the debt. The
         carrying   value  of  long-term   debt   exceeded  the  fair  value  by
         approximately  $63,300 at June 30, 1996 based on the Company's  current
         incremental   borrowing   rates   for   similar   types  of   borrowing
         arrangements.

                                      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, 1998 and 1997, and the related statements of
operations,  stockholders'  equity and cash flows for each of the two years then
ended, and have issued our report thereon dated October 20, 1998. Our audit also
included the financial  statement schedule of W W Capital  Corporation listed in
Item  14.  This  financial  statement  schedule  is  the  responsibility  of the
Company's  management.  Our responsibility is to express an opinion based on our
audits. In our opinion,  such financial statement  schedule,  when considered in
relation to the basic financial statements taken as a whole,  presents fairly in
all material respects the information set forth therein.








                                BROCK AND COMPANY, CPAs, P.C.


Fort Collins, Colorado
October 20, 1998

                                       S-1
<PAGE>




                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------




The Board of Directors and Stockholders
W W Capital Corporation




         We  have   audited   the   accompanying   statements   of   operations,
stockholders'  equity and cash  flows for the year ended June 30,  1996 and have
issued our report  thereon dated  October 15, 1996.  Our audit also included the
financial statement schedules of W W Capital Corporation for the year ended June
30,  1996,  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 audit. In our opinion, such financial statements 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.




                                         MILLER AND McCOLLOM
                                         Certified Public Accountants




Denver, Colorado
October 15, 1996

                                       S-2

<PAGE>



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

June 30                                                           1998           1997
-------------------------------------------------------------------------------------
<S>                                                         <C>            <C>        
ASSETS

Current Assets
   Cash .................................................   $    12,495    $    13,060
   Accounts receivable, related party ...................          --          167,572
   Accounts receivable, subsidiaries ....................        47,672           --
   Current portion of notes receivable ..................        20,000          2,500
   Other current assets .................................         7,210           --
                                                             ----------     ----------       
              Total current assets ......................        87,377        183,132
                                                             ----------     ----------

Equipment, net of accumulated depreciation
   of $115,401 in 1998 and $95,527 in 1997 ..............        40,837         41,237
                                                             ----------     ----------

Other Assets
   Real estate held for sale ............................          --          381,035
   Note receivable, net of current portion ..............        90,000           --
   Investment in wholly owned subsidiaries ..............     2,366,663      2,122,743
   Other assets .........................................         2,312          2,312
                                                             ----------     ----------
              Total other assets ........................     2,458,975      2,506,090
                                                             ----------     ----------
              Total assets ..............................   $ 2,587,189    $ 2,730,459
                                                            ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable .....................................   $    66,044    $    97,949
   Accrued expenses .....................................        10,735          6,600
   Accounts payable, subsidiaries .......................          --          160,351
   Current portion, long-term debt ......................          --           12,570
                                                             ----------     ----------
              Total current liabilities .................        76,779        277,470
                                                             ----------     ----------

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, 1998 and 1997 .........................        55,406         55,406
   Capital in excess of par value .......................     3,304,629      3,304,629
   Retained earnings (deficit) ..........................      (800,719)      (888,140)
                                                             ----------     ---------- 
                                                              2,559,316      2,471,895
   Less 120,264 shares of treasury stock at cost ........       (48,906)       (18,906)
                                                             ----------     ---------- 
              Total stockholders equity .................     2,510,410      2,452,989
                                                             ----------     ----------
              Total liabilities and stockholders' equity    $ 2,587,189    $ 2,730,459
                                                            ===========    ===========
</TABLE>
                                       S-3
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Schedule I - Condensed Financial Information of Registrant
Statements of Operations
-----------------------------------------------------------------------------------------

June 30                                                 1998         1997        1996
-----------------------------------------------------------------------------------------

<S>                                                 <C>          <C>          <C>      
Revenues
   Management fee from subsidiaries .............   $ 336,000    $ 480,000    $ 480,000

Operating Expenses
   General and administrative ...................     427,120      546,011      645,678
                                                    ---------    ---------    ---------

              Operating loss ....................     (91,120)     (66,011)    (165,678)

Other Income (Expense)
   Interest income ..............................       6,145         --          2,879
   Interest expense .............................        (695)      (2,075)      (5,482)
   Realized and unrealized loss on asset sales
      and real estate held for sale .............     (72,354)       3,319       (3,500)
   Other income (expense) .......................       1,524       (2,960)      12,154
   Equity in earnings (loss) of subsidiary
      before income taxes .......................     243,920       95,847     (542,409)
                                                    ---------    ---------    ---------
              Earnings (loss) before income taxes      87,420       28,120     (702,036)

Income Tax Expense ..............................        --           --         15,763
                                                    ---------    ---------    ---------

              Net earnings (loss) ...............   $  87,420    $  28,120    $(717,799)
                                                    =========    =========    =========
</TABLE>


                                       S-4

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

June 30                                                      1998          1997         1996
-------------------------------------------------------------------------------------------------------------------

<S>                                                       <C>          <C>          <C>       
Net Cash Flows Used In Operating Activities ...........   $(129,351)   $(160,089)   $ (13,571)
                                                           --------     --------     -------- 

Cash Flows From Investing Activities
     Investment in subsidiaries .......................     (40,351)     179,415     (365,000)
     Proceeds from the sale of real estate ............     198,681         --           --   
     Proceeds from notes receivable  collections ......       2,500         --        430,219
     Proceeds  from sales of property and  equipment ..        --          4,000         --
     Purchase of equipment ............................     (19,474)      (4,226)      (3,221)
     Additions to real estate held for sale ...........        --         (1,621)      (5,454)
                                                           --------      -------      ------- 
              Net cash provided by investing activities     141,356      177,568       56,544
                                                           --------      -------      -------

Cash Flows From  Financing  Activities
     Proceeds from issuance of common stock -
   630 Payments on long-term debt .....................     (12,570)     (11,764)     (39,010)
   Payment on capital lease obligation ................        --           --           (387)
                                                          ---------    ---------    ---------
              Net cash used in financing activities ...     (12,570)     (11,134)     (39,397)
                                                          ---------    ---------    ---------

Net Increase (Decrease) in Cash .......................        (565)       6,345        3,576

Cash, Beginning of year ...............................      13,060        6,715        3,139
                                                          ---------    ---------    ---------

Cash, End of Year .....................................   $  12,495    $  13,060    $   6,715
                                                          =========    =========    =========

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 .....................................   $     695    $   2,075    $   5,482
                                                          =========    =========    =========

</TABLE>
                                       S-5

<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Schedule I - Condensed Financial Information of Registrant
Notes
June 30, 1998
--------------------------------------------------------------------------------

Note 1 - Long-Term Debt

                  Notes  payable to financial  institutions  were  as follows at
               June 30:

                                                               1998        1997
                                                          ----------  ----------
<S>                                                       <C>         <C>       
                  Note payable paid in full in 1998       $       -   $   12,570

                  Less current portion                            -      (12,570)
                                                          -----------   --------
                                                          $       -   $      -
                                                          ===========  ==========
</TABLE>

Note 2 - 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:
<TABLE>
<CAPTION>
                  Amounts receivable (payable) at June 30:

                                                               1998           1997           1996
                                                            ----------   ----------      ---------
<S>                                                         <C>          <C>             <C>     
                      W-W Manufacturing Co. Inc.             $353,122     $ 116,416       $ 38,817
                      Titan Industries, Inc.                 (270,732)     (239,903)       (94,452)
                      Eagle Enterprises, Inc.                 (34,718)      (36,864)        (7,063)
                                                            ---------     ---------       --------
                                                            $  47,672     $(160,351)      $(62,698)
                                                            =========     =========       ========
                  Management fee income for:

                      W-W Manufacturing Co. Inc.            $ 156,000     $ 240,000       $240,000
                      Titan Industries, Inc.                  156,000       240,000        240,000
                      Eagle Enterprises, Inc.                  24,000            -              -
                                                            ---------     ---------       --------
                                                            $ 336,000     $ 480,000       $480,000
                                                            =========     =========       ========
                  Equity in subsidiary operations for:

                      W-W Manufacturing Co. Inc.            $ (32,537)    $  (5,925)     $(432,908)
                      Titan Industries, Inc.                   82,766        97,332        169,914
                      Eagle Enterprises, Inc.                 193,691         4,440       (279,415)
                                                            ---------     ---------      ---------
                                                            $ 243,920     $  95,847      $(542,409)
                                                            =========     =========      =========

</TABLE>
                                       S-6

<PAGE>



Item  9.       Changes  in and  Disagreements  with  Accountants  on  Accounting
               and Financial Disclosures.
--------       -----------------------------------------------------------------

Not Applicable

                                       25

<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 28, 1998, and their business  experience during the prior
five years.

DAVID L. PATTON age 67, was elected to the Board of  Directors of the Company in
December  1991,  and  Chairman  of the Board in  December  1993.  Mr.  Patton is
presently a Judge in the Court of Tax Appeals for the State of Kansas, and was a
former partner with the law firm of Patton,  Kerbs & Hess in Dodge City, Kansas.
Mr.  Patton was a  co-founder  of Titan  Industries,  Inc.,  which is  currently
operated as a wholly-owned subsidiary of the Company.

STEVE D.  ZAMZOW  age 50,  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 49, 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 59, become a Director of the Company in 1997. Since 1992,
Mr. Alexander has been a member of the Board of Directors of Zykronix,  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.

LOYD  FREDRICKSON  age 79,  become  a  Director  of the  Company  in  1997.  Mr.
Fredrickson was the former President and Owner of Wholesale Pump & Supply,  Inc.
for over 30 years prior to its purchase by the Company's Titan Industries, Inc.,
wholly owned subsidiary of W W Capital  Corporation,  October 1994. From 1968 to
1982,  Mr.  Fredrickson  also owned and operated  Southern  Midwest,  Inc.,  the
company  was  engaged in the  construction  and lease  trucking  business.  From
October  1984 to  November  1996,  he  served as a  consultant  to the water and
environmental product division of Titan Industries. Mr. Fredrickson is presently
employed  by North  American  Compressor  Corporation,  an  Oklahoma  City-based
manufacturer of high pressure breathing air compressors.

                                       26
<PAGE>
Item 11.  Executive Compensation
--------  ---------------------

The following table sets forth the cash  compensation paid or accrued during the
fiscal  years  ended June 30,  1998,  1997,  and 1996,  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            Year        Salary        Bonus     Compensation  Compensation
------------------            ----        ------        -----     ------------  ----------
Position
--------
<S>                           <C>         <C>          <C>           <C>       <C>        
Steve D. Zamzow               1998        $119,896        -          $  -      $ 4,575 (a)
President, Chief Executive    1997        $119,166        -          $  -      $ 4,575 (a)
Officer and Director          1996        $119,166     $8,526 (b)    $  -      $ 2,284 (a)
<FN>

        (a) Includes accrued  vacation and compensated  absences earned in prior
years and paid during June 30, 1998 and 1997 respectively.

        (b)Bonus amount earned prior to 1994 and paid during subsequent years.
</FN>
</TABLE>

Option Grants in Fiscal Year 1998

        During the fiscal  year ended June 30,  1998,  the Company did not grant
stock options to the Executive officers.

Aggregated Option Exercises in Fiscal Year 1998

        The following  table sets forth for the  executive  officer named in the
Summary  Compensation  Table,  information  concerning  each  exercise  of stock
options  during  the  fiscal  year  ended  June 30,  1998  and the  value of the
unexercised stock options at June 30, 1998.
<TABLE>
<CAPTION>
                                    Aggregated Option Exercises in Last Fiscal Year
                                    -----------------------------------------------
                                           and Fiscal Year-End Option Values
                                           ---------------------------------

                                                                        Number of             Value of
                                                                       Securities          Unexercised
                                                                 Underlying Unex-         In-the-Money
                              Shares                              ercised Options           Options at
                            Acquired                             at June 30, 1998        June 30, 1998
                                  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
<FN>


(1) The Option  exercise  price exceeded the fair market value of the underlying
common stock on June 30, 1998.
</FN>
</TABLE>

                                       27
<PAGE>
Item 12.  Security Ownership of Certain Beneficial Owners and Management
--------  --------------------------------------------------------------

         The following table sets forth as of October 28, 1998, 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:
<TABLE>
<CAPTION>

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

<S>                            <C>                         <C>  
Steve D. Zamzow                  150,437 (3)                    2.72%
4112 Sherman Court
Ft. Collins, CO 80525

Millard T. Webster               278,969 (4)                    5.04%
1003 Central
Dodge City, KS 67801


David L. Patton                  1,191,287 (5)                  21.50%
807 SW Terrace
Topeka, KS 66611

Loyd T. Fredrickson              230,350                        4.16%
27287 Northwest 62nd St.
Oklahoma City, OK 73112

James H. Alexander               *                              *
762 Owl Court
Louisville, CO 80027

All officers and directors       1,851,043 (6)                  33.41%
as a group (9 persons) (See
Footnotes 1 through 9

Apex Realty Investments, Inc.    305,241 (7)                    5.51%
c/o Nicholas L. Scheidt
PO Box 33724
Northglenn, CO 80233-0724

<FN>

(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.
(3)      Includes  150,000 shares  subject to incentive  stock options which are
         exercisable within sixty 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 57,500 shares subject to  non-qualified  stock options,  which
         are fully vested and exercisable.
(6)      Includes  220,000  shares  subject to stock  options,  which are fully
         vested  and   exercisable.   (7)  Includes  5,000  shares  subject  to
         non-qualified stock options, which are fully vested and exercisable.
</FN>
</TABLE>
                                       28
<PAGE>
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,  1997,  $23,028  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 and Mickey J. Winfrey. 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,  1997,  $60,000 was paid by the
Company under the lease.

Millard T. Webster, a director of the Company,  Mickey J. Winfrey, an officer of
the Company, and Terry L. Webster, have each executed a promissory note in favor
of the  Company for the amount of  $58,333.  Each note bears  interest at 9% per
annum,  are  payable in monthly  installments  of $767 and are due to be paid in
full  by  September  30,  1997.  Murle  F.  Webster,  lessor  of  the  Company's
manufacturing  facility,  has executed an assignment of monthly rent back to the
Company  under each of these notes.  As of November 1, 1997,  this note has been
paid in full.

On October 26, 1992, the Company,  through its  wholly-owned  subsidiaries,  W-W
Manufacturing  Co., Inc.  ("W-W  Manufacturing"),  and Eagle  Enterprises,  Inc.
("Eagle"),  entered into an exclusive  two year initial term sales and marketing
agreement  with  Agri-Sales  Associates,   Inc.  ("Agri-Sales")  to  market  the
Company's  products  throughout  the  United  States.  Jerry R.  Bellar,  a 4.1%
stockholder  of  the  Company,  is  President  and  a  majority  stockholder  of
Agri-Sales.  In  conjunction  with  the  cancellation  of  the  agreements,  the
Companies owed Agri-Sales approximately $164,863 which was increased to $180,000
under a proposed settlement of a lawsuit between the Company and Agri-Sales (see
"Legal Proceeding" for additional information).  The Company paid $30,000 of the
liability  during 1997 and was  withholding  payment of the  remaining  $150,000
pending receipt of amounts due under an indemnification  agreement Subsequent to
June 30,  1998 this  lawsuit has been  settled.  (See  "Legal  Proceedings"  for
additional information)

On October 26, 1993, the Company acquired all of the outstanding  stock of Eagle
in exchange for 325,000 shares of its common stock.  Eagle was owned by Jerry R.
Bellar,  who is now a  4.1%  stockholder  of the  Company.  As a  result  of the
acquisition  of Eagle,  the Company  acquired a note payable to Mr.  Bellar.  On
January 24, 1994,  Eagle agreed to become a co-borrower  with Mr.  Bellar.  Said
note  was  used to  refinance  Eagle's  note  payable  to him in the  amount  of
$119,847. This note was paid in-full in January 1996.

At June 30, 1997,  the Company has a  receivable  form  Agri-Sales  and/or Jerry
Bellar in the amount of $195,235 of which  $167,572 is recorded in the financial
statements.  This balance represents accounts due to the Company relating to the
March Group,  Inc. lawsuit and Liberty Metal  Fabrication,  Limited lawsuit (see
"Legal Proceeding" for additional information).

                                       29
<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, 1998 and June 30, 1997.

Consolidated  Statement of Operations  for the years ended June 30, 1998,  1997,
and 1996.

Consolidated  Statement  of  Stockholders'  Equity for the years  ended June 30,
1998, 1997, and 1996.

Consolidated  Statement of Cash Flows for the years ended June 30,  1998,  1997,
and 1996.

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

                Schedule I - Condensed Financial Information of Registrant

(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).

               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).

                                       30
<PAGE>

10.02          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).


                                                  31

<PAGE>
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).

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.)

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.

                                       32
<PAGE>


                                  Exhibit 21.0

                         Subsidiaries of the Registrant


W-W Manufacturing Co., Inc.
       Incorporated in the state of Kansas

Titan Industries, Inc.
       Incorporated in the state of Nebraska

Eagle Industries, Inc.
       Incorporated in the state of Tennessee


                                       33

<PAGE>



                                  Exhibit 23.0


                INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS CONSENT
                ------------------------------------------------






       We consent to the use of our report  dated  October 15, 1996  relating to
the financial statements of W W Capital Corporation for the year then ended June
30, 1996 in the Annual Report on Form 10K. We further  consent to the use of our
report dated October 15, 1996 on the financial schedules appearing in Item 14 of
such Annual Report.





                                           MILLER AND McCOLLOM
                                           Certified Public Accountants




Denver, Colorado
October 26, 1998



                                       34