UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-K

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

For the Fiscal year ended June 30, 1997 or

     Transition  report  pursuant  to  Section  13 or  15(d)  of the  Securities
     Exchange Act of 1934 _____

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

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


                           Common Stock $.01 par Value
                           ---------------------------
                                (Title of Class)
                            (continued on next page)
<PAGE>
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in PART III of this Form 10-K or any amendment to this
Form 10-K.
                        Yes     X                     No
                            --------                                   --------

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Company on October  24, 1997  (2,464,088  shares of common  stock) was  $418,895
based on the average of the bid and asked prices  ($0.17 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 24, 1997 was:

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

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

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

<PAGE>
                             W W CAPITAL CORPORATION
                                    FORM 10-K

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

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


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

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

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

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

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

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

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

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

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

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

On February 19, 1993,  the Company  entered  into an exchange  agreement  ("Real
Estate  Exchange  Agreement")  with Apex Realty  Investments,  Inc.,  a Colorado
corporation ("Apex") a related party, whereby the Company exchanged assets (real
property in Abilene,  Texas) and common stock for real  property  owned by Apex.
Under  the terms of the Real  Estate  Exchange  Agreement,  Apex  received  real
property the Company owned in Taylor County,  Texas, a note  receivable from two
individuals,  and 100,000  shares of the  Company's  restricted  common stock in
exchange for approximately  455 acres of real property,  with water rights and a
$60,000  timber  contract  located on the  property  in the  mountains  of Grand
County, Colorado. In addition the Company assumed a $265,000 mortgage payable on
the real estate.  On December 15, 1994 this land was sold to an unrelated  third
party and received net cash of $374,606 after payoff of mortgage and other costs
and the company is carrying  back a note for $440,218 on the balance.  This note
was paid in-full in February 1996.  Details of this  transaction  are more fully
discussed in note 4 and 6 to the Financial Statements.

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.

                                       2
<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, 1997,  the Company and its segments had  approximately
147  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  54.2% of total  corporate  sales compared to 51.9% for
fiscal 1996.

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

The  Livestock  Handling  group  manufactures  a broad line of cattle  handling,
equine (horse),  rodeo equipment and containment systems. This equipment is used
by farmers,  ranchers,  rodeos,  county fairs,  veterinarians  and universities.
Presently with its 51 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  in  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 (51
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
                                       3
<PAGE>
to be able to service  both the large and small  operator  through its sales and
marketing  targeted at expanding the  Dealer/Distributor  network throughout the
entire United States.

The  Company 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 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 94 different  distributors  representing  5,700  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.
                                       4

<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  1997 and 1996,
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 51 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 45.8% of total  corporate  sales for the fiscal  year  1997.  This
compared with 48.1% in fiscal year 1996.

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

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

The Company  distributes  (wholesale)  a wide  variety of water well and related
products.  These products include  submersible pumps, high pressure tanks, pipe,
pipe fittings 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.
                                       5

<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 flush  mounted PVC screens  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 of the
Company's  existing product line has continued to remain strong as more and more
distributors  around the Country became aware of Titan's quality and reliability
of delivery.  The Company has improved  significantly  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 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 with the  environmental  well  products 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
                                       6

<PAGE>
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 land fills and in other waste treatment  applications.
The Company has also expanded its market in custom  fabrication  of pipe through
round hole perforations, Titan Versa slot and other applications as requested by
customers.  Recent  developments  in the  mining  industry  show that their is a
significant  market for Titans  products  and is  presently  looking for ways to
distribute its line of products.

                                       7
<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 $726,751.  This increase
from 1996 is due to general improvement in the cattle market but mostly improved
dealer/distributor demand.

The water and environmental  products showed a backlog increase from $205,000 in
1996 to $265,000 on June 30,  1997.  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 1997 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.

                                       8
<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 1/2acres 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 1904 West Wyatt Earp, Dodge City, Kansas. Both of the aforementioned
locations are owned by the Company.  Titan leases a third distribution  facility
for its  division,  Wholesale  Pump and Supply  located at 1821 N.W.  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 also owns an  undeveloped  95 acre tract  located  southeast of Fort
Worth,  Texas.  The Company has listed this property for sale for $400,000,  and
also is investigating the possibility of a joint venture development.

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

      On December 6, 1996, WW 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.  WW  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 is
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.  WW Capital is seeking to recover  approximately  $53,000 relating to
the settlement of the Liberty Metals case.

      In addition  the Company is 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 has
denied to reimburse the Company for these fees.

      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.

                                       9

<PAGE>
Legal Proceedings - (continued)
-------------------------------

      On two  occasions  the Company has made written  offers to settle the case
with Mr. Bellar.  At this time, the settlement  offers have been rejected by Mr.
Bellar.  Presently the case is in the  discovery  phase and  management  can not
project an outcome at this time. WW Capital is seeking to recover  approximately
$195,235  relating to the  reimbursement  of legal fees and Liberty  Metals,  of
which $167,572 has been recorded in the financial statements.

      In April,  1994,  W-W  Manufacturing  and  Eagle  sent  written  notice to
Agri-Sales that the Companies  would not renew their sales and marketing  agency
agreement  with  Agri-Sales  when the two year initial  contract term expired on
October 26, 1994.  Agri-Sales informed the Company that under the contract,  W-W
Manufacturing  and Eagle can not  terminate  the sales and  marketing  agreement
until May  26,1995.  On  October  5, 1994,  the  Company  filed a lawsuit in the
Sixteenth  Judicial  District,   Ford  County,  Kansas,  asking  the  Court  for
declaratory judgment and a preliminary  injunction against Agri-Sales to resolve
the issue. On October 10, 1994,  Agri-Sales filed an answer and made application
for a  temporary  injunction  against the  Company.  On October  20,  1994,  the
District Judge denied Agri-Sales  application for a temporary injunction against
the  Company.  Additionally,  Agri-Sales  had filed a counter  claim for  relief
estimating damages of $500,000 to $600,000 for the commissions  Agri-Sales would
have  earned  for the  period  October  26,  1994 to April 26,  1995,  (the date
Agri-Sales  contends  that the  contract  will  expire)  and  actual  damages of
$475,206. Management was confident the court would decide that the contracts did
expire on October 26, 1994 and the actual amounts due Agri-Sales  based upon the
Company's  calculation,  which had been recorded in the  accompanying  financial
statements,  are  substantially  less than the amounts claimed.  This case is in
discovery and the Company's legal counsel is unable to express an opinion on the
outcome of this case. The Company has been negotiating with Agri-Sales to settle
this lawsuit.

      While  the  case  was  in the  Discovery  stage,  the  Company  reached  a
settlement  agreement with Agri-Sales to settle the lawsuit. The Company offered
to pay $180,000 with $30,000 due upon final settlement of the March Group,  Inc.
lawsuit  discussed  below with the  remaining  balance  payable  in  semi-annual
payments  of $25,000  until  paid in full,  with zero  interest.  This offer was
accepted by Jerry Bellar and an agreement  was entered into on December 2, 1996.
The second  installment of $25,000 has not been paid awaiting the outcome of the
lawsuit the Company filed against  Bellar for  non-compliance  with the exchange
agreement previously discussed above.

      On December 22,  1992,  The March  Group,  Inc.  (The March Group) filed a
lawsuit against Eagle and its former shareholders,  Jerry R. Bellar (Bellar) and
James Buford  (Buford).  The March Group  alleges that Eagle,  Bellar and Buford
breached a listing contract to sell Eagle and has requested  damages of $169,596
(Count I).

      The March  Group  has also  sued the  Company  for  breach  of a  separate
agreement  which the Company had made with The March Group  promising  to direct
all inquiries it had regarding the purchase of Eagle through The March Group and
is seeking damages of $169,596 (Count II).

      Additionally,  The March Group is requesting damages against Eagle, Bellar
and the Company  under a specific  Tennessee  statue which would allow The March
Group three times its proven actual damages of $508,788 (Count III).

      On May 6, 1994, the Chancery Court, for the State of Tennessee, entered an
order requiring Eagle to pay The March Group $169,596 under Count I and ruled in
favor of  defendants  on Counts II and III. On June 7, 1995 the court of appeals
reversed the  decision  that Eagle had to pay  $169,596.  The case (Count I) has
been remanded back to trial court for trial.  The court of appeals  affirmed the
decision of the trial court on Count II and III in favor for the Company.  After
the Court of Appeals  decision,  Eagle  filed an  application  for review to the
Tennessee  Supreme Court asking it to reconsider  the Court of Appeals  decision
rejecting Eagle's claim that plaintiff violated the Tennessee Real Estate Broker
Licensing Act, thus forfeiting any fee under the listing contract.  Trial of the
                                       10

<PAGE>
remanded case to the trial court will not begin until such time as the Tennessee
Supreme Court has decided whether to grant Eagle's  application for review.  The
Tennessee  Supreme  Court  denied  Eagle's  application  to review  the Court of
Appeals  decision and trial was held on December  1996 in the Chancery  Court of
Nashville,  Tennessee.  On  December 9, 1996 the Court ruled in the favor of The
March Group and judgment was entered against Eagle for $137,264 plus prejudgment
interest  totaling  $30,815.45 and post judgment interest at the stationary rate
of 10% per annum and costs of the action.  Under the terms of the Eagle Exchange
agreement,  Bellar  acknowledges that his  indemnification  obligates him to pay
Eagle for all damages  awarded The March Group in excess of $50,000.  In January
1997  Bellar  filed a post trial  motion in this case and has  settled  with The
March Group.

     WW Capital had previously  recorded the $50,000 minimum fee and on April 3,
1997 paid the $50,000 to finalize its  obligations  in this suit. Mr. Bellar has
paid all sums in excess of the $50,000 and this case in now closed.

      Eagle was a defendant in a lawsuit  filed by Liberty  Metal  Fabrications,
Limited  (Liberty  Metals) in the State of Kentucky.  The claims  against  Eagle
relate  prior to the  acquisition  of Eagle  (October  26, 1992) by the Company.
Liberty  Metals was  claiming  approximately  $91,000  from  Eagle.  The Company
settled the claim by paying $18,000 and returning  certain  equipment to Liberty
Metals.

      Additionally,  it is Management's opinion that any amounts paid to Liberty
Metals,  against  Eagle,  that 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.

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, 1997.

                                     PART II
                                     -------


Item 5. Market for Registrant's Common Equity and Related Stockholder Matter
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Market Information
                                        High Bid                    Low Bid
Quarter ended
-------------
<S>                                      <C>                         <C>   
September 30, 1995                       $ 0.313                     $0.281
December 31, 1995  0.313                   0.313                      0.281
March 31, 1996                             0.281                      0.281
June 30, 1996                              0.063                      0.063

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

                                       11
<PAGE>
Holders
-------

As of October 21, 1997 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 1997 or 1996 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>
<TABLE>
<CAPTION>
Item 6.           Selected Financial Data
-------           -----------------------

                               Year Ended June 30,


                                  1997           1996            1995           1994             1993 (2)
                                  ----           ----            ----           ----             --------
SUMMARY OF OPERATIONS:
----------------------
<S>                          <C>            <C>             <C>             <C>             <C>         
Net Sales ................   $ 15,072,285   $ 14,512,234    $ 15,563,461    $ 16,659,136    $ 13,532,260

Gross Profit Margin ......      2,859,843      2,412,831       3,071,783       3,524,784       3,258,670 

Operating Earnings (Loss)         349,922       (461,213)         26,172        (151,171)       (206,831)
                                                                                   
Interest Expense .........        374,522        382,901         384,391         284,435         210,454

Operating Expense ........      2,509,921      2,874,044       3,045,611       3,675,955       3,465,501

Net Earnings (Loss) ......         28,120   $   (717,799)   $   (405,987)   $   (210,669)   $   (386,866)

PER SHARE DATA:

Earnings (Loss) ..........            .00(A)$ (      .13)   $   (    .07)   $   (    .04)   $ (      .09)

Dividends per Common Share            .00            .00             .00             .00             .00

Weighted Average
Shares Outstanding .......      5,549,544      5,530,661       5,449,993       5,277,981       4,551,213

FINANCIAL CONDITION:
--------------------

Total Assets .............   $  8,679,093   $  8,893,908    $  9,547,517    $  9,540,438    $  8,562,981

Fixed Assets (Net) .......      2,296,363      2,601,594       2,801,530       2,399,172       2,087,958

Long-term Debt ...........        577,074      1,927,267       1,830,730       1,532,484       1,562,597

Stockholders Equity ......      2,452,990      2,424,240       3,142,039       3,476,328       3,452,067
                                                                                                         
Working Capital (1) ......        289,203   $  1,284,898    $  1,083,808    $    534,171    $    971,460

Current Ratio (3) ........           1.05           1.28            1.24            1.12            1.27
<FN>
A.  Less than .01 cent

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

(2) The year ended 1993 reflects the acquisition of Eagle  Enterprises from September 1, 1992 through June 30, 1993.

(3) 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>

                                            1997                        1996                     1995
                                            ----                        ----                     ----

<S>                                <C>               <C>     <C>             <C>      <C>             <C>   
Livestock Handling Equipment ...   $  8,170,971       54.2%    7,522,417       51.9%  $  8,870,970       57.0% 
Water and Environmental Products      6,901,314       45.8     6,989,817       48.1      6,692,491       43.0
                                   ------------      -----   -----------      -----    ----------   -----------
                Total Revenues .     15,072,285      100.0    14,512,234      100.0     15,563,461      100.0
                                     ----------      -----    ----------      -----     ----------      -----
                                                                           
Cost  of Revenues ..............     12,212,442       81.0    12,099,403       83.3     12,491,678       80.3
                                   ------------      -----    ----------      -----     ----------   ----------
Gross Profit ...................      2,859,843       19.0     2,412,831       16.7      3,071,783       19.8
Selling, General  and
     Administration Expense ....      2,509,921       16.7     2,874,044       19.9      3,045,611       19.6
Operating Earnings (Loss) ......        349,922        2.3      (461,213)      (3.2)        26,172        0.2
Other Income (Expense) .........         52,720        0.4       143,728        1.0        (33,192)      (0.2)
Interest Expense ...............       (374,522)       2.5      (382,901)      (2.7)      (384,391)      (2.5)
                                   ------------      -----    ----------      -----     ----------       ----- 
Earnings (Loss) Before
     Income Taxes ..............         28,120        0.2      (700,386)      (4.9)      (391,411)      (2.5)
Income Taxes Net ...............           --          0.0        17,413       (0.1)        14,576        0.1
                                   ------------        ---        ------       ----         ------     -------
                                                                                                               
Net  Earnings (Loss) ...........   $     28,120        0.2% $   (717,799)      (5.0)% $   (405,987)      (2.6)
                                   ============        ===  ============       ====   ============       ==== 
                                                                                                               

Depreciation and Amortization ..   $    408,561        2.7% $    444,653     3.1 %    $  449,245          2.9%
                                   ============        ===  ============     ===      ==========          === 
</TABLE>
                                       14
<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. The increase in livestock handling equipment sales can be attributed to
improved sales by both Eagle of $208,439 and W-W Manufacturing of $440,115.  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
                                       15
<PAGE>
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

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.
                                       16
<PAGE>
Interest  expenses  declined slightly in 1997 to $374,522 from $382,901 in 1996.
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  1997  levels in fiscal  1998 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 1998.

                                       17
<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.
                                       18

<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 years 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.
                                       19

<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 improvment,  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 improvment,  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.

                                       20


<PAGE>
Fiscal Year Ended June 30, 1995 Compared to Fiscal Year Ended June 30, 1994:

The Company  incurred a net  operating  loss of  $135,389  before  realized  and
unrealized  loss on real  estate held for sale in 1995 as compared to a net loss
of $210,669 in 1994. Included in the current year's loss of $405,987 is a charge
to  operations of $270,598  which  represents a realized loss of $195,598 on the
sale of the Company real estate in Grand  County  Colorado and write down of its
investment in real estate in Johnson  County Texas of $75,000  reducing the book
value to  $373,960.  The  Company  has  listed the Texas  property  for sale for
$400,000.  Management  does not expect to incur any additional  material  losses
from the sale of the  Texas  property.  The  water  and  environmental  products
segment  had a charge to  operations  to increase  the  allowance  for  doubtful
accounts totaling $181,000 in the fourth quarter.  The Company has tightened its
credit policies and terms so such large charges do not happen in the future.

Overall  revenues  decreased  from  $16,659,136 in fiscal 1994 to $15,563,461 in
fiscal 1995, a decline of  $1,095,675  or 6.6%.  This decline was a result of, a
decrease in livestock handling equipment of $2,498,856, while sales increased by
$1,403,181  in water and  environmental  products  segment.  The  decline in the
livestock  handling  equipment  was a  result  of a drop in  sales  by  Eagle of
$1,628,359  and $870,506 by W-W  Manufacturing.  Eagle's  decline in sales was a
result of the elimination of various Eagle livestock feeding equipment which had
not been  profitable  and overall  concern in the cattle  industry  about cattle
prices.

A portion of the sales in the water and  environmental  products is attributable
to the  acquisition of Wholesale Pump and Supply,  Inc.  (Wholesale) of Oklahoma
City, Oklahoma,  which was acquired on October 15, 1993. Wholesale operates as a
division of Titan and  represents  $520,010 of the net  increase in sales in the
water and environmental products.

It is anticipated that sales in the livestock  handling  equipment  segment will
improve in fiscal 1996. This expected sales increase is based upon the following
items: increased sales orders in "special sales", increased marketing efforts in
the upper midwest and areas west of the Rocky  Mountains and  reintroduction  of
certain of Eagle's feeding equipment during the second quarter of 1996.

Based  upon  estimates  it is  anticipated  the  1996  sales  in the  water  and
environmental products will be comparable to the 1995 sales with little increase
in sales.  This is because the majority of the sales in this  division is in the
midwest and weather  conditions  have hurt sales in the spring and summer months
of 1995. During 1995, the Company  established new distributors on both the east
and  west  coasts  to  expand  its  market  area so that  weather  and  economic
conditions will not have a major impact on sales.

Gross profit margins decreased slightly from 21.12% in 1994 to 19.74% in 1995 on
an overall company basis. The livestock  handling equipment operated at a 21.23%
gross profit  margin in 1995 as compared to 18.91% gross profit  margin in 1994,
while the water and environmental earned a gross profit margin of 17.76% in 1995
as compared to 21.17% in 1994.

The increase in the gross profit margin in the livestock handling is principally
due to the  improvement  in Eagle's  operations  which  attained a gross  profit
margin of (.84)% in 1994 as compared to 3.36% in 1995, while W-W Manufacturing's
gross  profit  margin  decreased  from  31.33% in 1994 to  29.29%  in 1995.  The
increase  in  Eagle's  gross  profit  margin  is  due  to  the   elimination  of
slower-turning  and  non-profitable  Eagle products and the manufacturing of W-W
Manufacturing traditional equipment.  Additionally,  W-W Manufacturing and Eagle
has not been  able to pass  through  increases  in steel  and  plastic  to their
customers.  Eagle has  operated at a net loss since the Company  acquired it. In
August 1994, the Company implemented
                                       21
<PAGE>
a new business plan for Eagle.  As part of the plan Eagle reduced its work force
by 36 employees and eliminated  slower-turning and non-profitable Eagle products
and began manufacturing W-W Manufacturing  traditional equipment. This equipment
requires  less  labor  hours  and  sells at  higher  profit  margins.  Since the
implementation of the new business plan and new products  manufactured by Eagle,
Eagle has made significant improvement in operational efficiencies.  Even though
Eagle incurred  operating  losses of $208,098 for the fiscal year ended June 30,
1995,  approximately  $171,000  of this loss was  realized  in July and  August.
During that period of time,  Eagle had small operating  profits in September and
December  while  losing  $81,286  in  October  and  November  due to  less  than
break-even  production  volume.  Eagle generated an operating  profit of $34,243
during the six months ended June 30, 1995. This operating  profit is a result of
an improved  gross profit  margin and lower  expenses due to the  allocation  of
costs between Eagle and W-W Manufacturing. The reduction in expenses is a result
of Eagle's  operations being scaled back to be a manufacturing  and distribution
facility  for W-W  Manufacturing  for  traditional  equipment  in the  east  and
southeast  regions of the United  States.  Therefore,  the  majority of general,
administrative  and  selling  expenses  of the  livestock  handling  segment are
reflected on the books of W-W  Manufacturing.  As Eagle's  production volume and
gross profit margin continues to increase through the acceptance of the W-W line
of  equipment  in the east and  southeast,  management  anticipates  Eagle  will
continue  to improve.  The  ability to continue to gain in market  share in this
region is  critical  to the  success  of  Eagle.  With its  marketing  and sales
strategy and new sales staff in place for this segment,  it is anticipated  that
profitability  and gross  margins will continue to improve as sales are expanded
to new territories not previously covered.
During the last six months of the year Eagle  averaged a gross profit  margin of
10.38%.

The 3.41%  decline  in gross  profit  margins  in the  water  and  environmental
products is due to two factors:  increases in sales volume and  efficiencies has
not  offset  the  additional  manufacturing  overhead  associated  with  the new
manufacturing facility and price competition. Management is reviewing production
costs and reduced  production  personnel by three employees in order to increase
gross profit margins.

Selling  expenses as a percentage of sales  declined to 8.07% for the year ended
June 30,  1995 as  compared  to 11.75% for the year ended  June 30,  1994.  This
decline is due to increase in sales in water and environmental products segments
which had lower  selling  expenses,  while sales have  declined in the livestock
handling equipment segment which has traditionally higher selling expense.

It is anticipated  that selling  expenses will increase during the next year now
that W-W  Manufacturing  has its  sales  force in place for the full  year.  The
Company has hired eight salesmen to replace Agri-Sales  Associates  (Agri-Sales)
which handled the sales in the livestock handling equipment prior to October 26,
1994.

General and administrative expenses increased $71,185 in fiscal 1995 as compared
to fiscal 1994. This increase can be attributed to bad debt expense in the water
and environmental  products segment while other general and  administrative  has
decreased.  During fiscal 1995,  management increased the allowance for doubtful
accounts  by  $181,000  in  this  segment.  The  problems  in  Titan's  accounts
receivable  came to light as the Company  continues to centralize  accounting at
its Corporate office in Colorado. Management has established new credit policies
for Titan and is closely monitoring accounts receivable.

Interest  expense  increased by $99,956 in fiscal 1995 as compared to 1994. This
increase is a result of higher interest rates and increased borrowing to finance
inventory and fixed asset acquisitions.

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.

                                       22
<PAGE>
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 $28,120 and produced a cash flow from operations
of $299,452 for fiscal 1997.  These funds  provided  adequate  liquidity to meet
current obligations and allow for a net reduction in borrowings of $142,742.

The Company is in violation of certain  loan  covenants  from prior years losses
but with the profit of $248,338 created during the last half of fiscal 1997, the
Company cured most of the  violations  with the debt to equity  violation  still
remaining.  The Banks have  allowed the Company to remain in  violation  and has
agreed to renew the current loans until January 31, 1998.

The  revolving  equipment  lines that were frozen at the last  renewal have been
classified  as  current   liabilities  as  seen  on  the  balance  sheet.   This
classification  is necessary since the loans have been only renewed at six month
intervals.  The real estate note at First  American Bank for the Eagle  facility
has also been  classified  as short term since  under the terms of the note,  it
matures in April 1998.

At the present time, the Company is negotiating  with several banks in Tennessee
to renew the real  estate  loan for an  additional  five year  payout.  Based on
profits being  generated by Eagle and the equity in the real estate,  management
feels that one of several  institutions  should renew the note on similar  terms
that have been in existence in the past.

The  Company  is also  negotiating  with  its  present  Bank and  several  other
financial  institutions  to renew the revolving and equipment lines past January
31, 1998.  The Company feels that  expected  profits and cash flow during fiscal
1998 will adequately supply the Company with the liquidity necessary to meet its
obligations.  The Company's 94.5 acres of  undeveloped  real estate in Texas can
also provide funds  necessary to meet  obligations.  The Company is presently in
the final stages of either  selling the land,  or entering  into a joint venture
development agreement.

The Company has settled several of the law suites during fiscal 1997,  which has
decreased legal expenses and has presently made an offer to settle the last case
with Mr. Bellar, and management is not able at this time to make a prediction on
the outcome of the negotiations.

As reported last year, the Company determined that a significant amount of paint
located  at  its  Tennessee  facility  had  to be  disposed  of to  comply  with
Environmental  regulations.  The Company has successfully  disposed of all paint
and closed the case.  The cost of  approximately  $25,561 has been  recorded and
paid in accompanying financial statements.

Based on current  conditions in all subsidiary and general economic  conditions,
the  Company  anticipated  continuing  to make a profit  for fiscal  1998.  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 1998.  The
Company  will also use the  proceeds  from the sale or  development  of the 94.5
acres of land in Texas to reduce debt.  Based on the improved  earnings and cash
flow, the Company anticipates being successful in renewing its loans with one or
several banks under terms and conditions similar to ones presently in effect.

                                       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, 1997 and
June 30, 1996 ...........................................   .   .   . .   F-3

Consolidated Statements of Operations for the years
ended June 30, 1997, 1996 and 1995 ......................   .   .   .   . F-5

Consolidated Statements of Stockholders' Equity for
the years ended June 30, 1997, 1996 and 1995 ............   .   .   .   . F-6

Consolidated Statements of Cash Flows for the years ended
June 30, 1997, 1996 and 1995 ............................   .   .   .   . F-7

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>


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

Not Applicable
                                    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 24, 1997, and their business  experience during the prior
five years.

DAVID L. PATTON age 66, was elected to the Board of  Directors of the Company in
December  1991,  and  Chairman of the Board in December  1993.  Mr.  Patton is a
partner  with the law firm of Patton,  Kerbs & Hess in Dodge City,  Kansas.  Mr.
Patton was a founder of Titan Industries, Inc., which is currently operated as a
wholly-owned subsidiary of the Company.

STEVE D.  ZAMZOW  age 49,  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 also 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 WW 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.

                                       25
<PAGE>
Item 11.          Executive Compensation
--------          ----------------------

The following table sets forth the cash  compensation paid or accrued during the
fiscal  years  ended June 30,  1997,  1996,  and 1995,  to the  Company's  Chief
Executive  Officer.  No other  executive  officer  received  cash in  excess  of
$100,000.
<TABLE>
<CAPTION>
                                                                           Other
                                                                           Annual      All Other
Name and Principal Position      Year      Salary           Bonus       Compensation  Compensation
---------------------------      ----      ------           -----       ------------- ------------
<S>                              <C>       <C>          <C>              <C>          <C>        
Steve D. Zamzow                  1997      $119,166            -         $   -        $ 4,575 (a)
President, Chief Executive       1996      $119,166     $  8,526  (b)    $   -        $ 2,284 (a)
Officer and Director             1995      $110,000     $ 17,000  (b)    $   -        $19,024 (a)
<FN>
                                                           


        (a)       Includes accrued  vacation and compensated  absences earned in
                  prior   years  and  paid   during   June  30,  1997  and  1996
                  respectively.

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

Option Grants in Fiscal Year 1997

        During the fiscal  year ended June 30,  1997,  the Company did not grant
stock options to the executive officers.

Aggregated Option Exercises in Fiscal Year 1997

        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,  1997  and the  value of the
unexercised stock options at June 30, 1997.
<TABLE>
<CAPTION>
                 Aggregated Option Exercises in Last Fiscal Year
                        and Fiscal Year-End Option Values

                                                            Number of Securities      Value of Unexercised
                                                                Underlying Unex-              In-the-Money
                               Shares                            ercised Options                Options at
                             Acquired                           at June 30, 1997             June 30, 1997
                                   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, 1997.
</FN>
</TABLE>
                                       26
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------

     The following table sets forth as of October 21, 1996, 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                         1,179,389(5)                           21,25%
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              1,837,145 (6)                          33.16%
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.

                                       27
<PAGE>
(5)      Includes 47,500 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>
 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.

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 is  withholding  payment of the  remaining  $150,000
pending receipt of amounts due under an indemnification agreement (see below).

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. law suit and Liberty Metal  Fabrication,  Limited lawsuit (see
"Legal Proceeding" for additional information).

                                       28
<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, 1997 and June 30, 1996.

Consolidated Statement of Operations for the years ended June 30, 1997, 1996 and
1995.

Consolidated  Statement  of  Stockholders'  Equity for the years  ended June 30,
1997, 1996 and 1995.

Consolidated Statement of Cash Flows for the years ended June 30, 1997, 1996 and
1995.

  (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).

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

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

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

10.2           Assignment  of Rental Income from Murle F. and Sara R. Webster to
               W W Capital  Corporation  (filed as an exhibit  to the  Company's
               Post-Effective  Amendment  No.  1 to  Form  S-18  and  is  hereby
               incorporated by reference).
<PAGE>
10.3           1990  Incentive  Stock Option Plan (filed as Exhibit 10.16 to the
               Company's  Form  10-K for the  year  ended  June 30,  1990 and is
               hereby incorporated by reference).

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

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

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

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

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

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

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

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

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

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

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

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).
<PAGE>
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)
-----------

An 8-K was  filed on July  21,  1997  covering  the  fourth  quarter  change  of
auditors, item 4.

                                       31
<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


                                       32


<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 as of June 30, 1996 and for
each of the two years then ended 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 24, 1997



















                                       33
<PAGE>
                                   SIGNATURES

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

                                               WW CAPITAL CORPORATION

                                               By: /s/ Steve D. Zamzow
                                                  ---------------------
                                               Steve, D. Zamzow, President & CEO

Date: October 27, 1997
     ------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the  following  per sons of the  Registrant  and in the
capacities and on the date indicated.

Signature Date                     Title                         Date


/s/ Steve D. Zamzow                President, Chief Executive    10/24/97
-------------------                Officer and Director          --------
Steve D. Zamzow                    

/s/Dianne Gano                     Controller                    10/24/97
--------------                                                   --------
Dianne Gano

/s/David Patton                    Chairman of the Board         10/24/97
---------------                                                  --------
David Patton

/s/James Alexander                 Secretary/Treasurer           10/24/97
------------------                                               --------
James Alexander

/s/ Millard T. Webster             Director                      10/24/97
----------------------                                           --------
Millard T. Webster


/s/ Loyd Fredrickson               Director                      10/24/97
--------------------                                             --------
Loyd Fredrickson


<PAGE>
Independent Auditor's Report
----------------------------

Board of Directors
W W Capital Corporation
Fort Collins, Colorado



         We have  audited the  accompanying  consolidated  balance  sheet of W W
Capital  Corporation  and  subsidiaries  as of June 30,  1997,  and the  related
consolidated statements of operations,  stockholders' equity, and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our 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 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,  1997,  and the  results of their
operations  and their  cash  flows for the year then  ended in  conformity  with
generally accepted accounting principles.






                                                   BROCK AND COMPANY, CPAs, P.C.



Fort Collins, Colorado
October 10, 1997




                                       F-1
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------



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

         We have audited the balance sheet of W W Capital Corporation as of June
30, 1996, and the related  statements of operations,  stockholders'  equity, and
cash flows for each of the two years then ended. 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 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  financial  statements  referred to above  present
fairly,  in  all  material  respects,  the  financial  position  of W W  Capital
Corporation  as of June 30, 1996, and the results of its operations and its cash
flows  for each of the two  years  then  ended,  in  conformity  with  generally
accepted accounting principles.







                                                 MILLER AND McCOLLOM
                                                 Certified Public Accountants




Denver, Colorado
October 15, 1997
                                       F-2

<PAGE>
<TABLE>
<CAPTION>
                                     ASSETS
                                                                                      June 30,
                                                                                 1997          1996
                                                                                 ----          ----


<S>                                                                            <C>           <C>     
Current Assets:
  Cash                                                                         $357,373      $131,022
  Accounts receivable, trade, net of allowance for
    doubtful accounts of $134,000 in 1997 and $143,632
    in 1996 (Notes 9,10 and 17)                                               2,026,991     1,826,917
  Accounts receivable, related party (Notes 4, 9,10 and 16)                     167,572       132,221
  Accounts receivable, other (Notes 9 and 10)                                    13,321        21,240
  Inventories (Notes 3, 9 and 10)                                             3,341,156     3,427,508
  Deferred taxes (Note 15)                                                            -        99,814
  Prepaid expenses                                                               15,984        18,567
  Current portion of notes receivable from
    related parties (Notes 4, 9 and 10)                                           9,286        25,497
  Current portion of notes receivable, other (Notes 4, 9 and 10)                  6,549       144,513
                                                                           ------------- -------------
      Total Current Assets                                                    5,938,232     5,827,299
                                                                           ------------- -------------

Property and Equipment, net of accumulated
  depreciation of $2,256,851 in 1997 and $1,901,838
  in 1996 (Notes 6,9,10 and 11)                                               2,296,363     2,601,594

Other Assets:
  Real estate held for sale (Notes 5, 7 and 10)                                 381,035       379,414
  Long-term notes receivable from related parties, net of
    allowance for doubtful accounts of $7,418 in 1996
    and current portion (Notes 4,9 and 10)                                       23,028        24,982
  Long-term notes receivable, other, net of allowance                      
    for doubtful accounts of $10,000 in 1997 and $10,535 in 1996 and
    current portion (Notes 5, 9 and 10)                                           9,753         9,218
  Loan acquisition costs, net of accumulated
    amortization of $15,868 and $13,996 at
    June 30, 1997 and 1996, respectively                                          1,404         3,276
  Covenant not to compete, net of accumulated
    amortization of $81,912  and  $73,948 at June 30,
    1997 and 1996, respectively                                                       -         7,964
  Other assets                                                                   29,278        40,161
                                                                           ------------- -------------
       Total Other Assets                                                       444,498       465,015
                                                                           ------------- -------------
 
       TOTAL ASSETS                                                          $8,679,093    $8,893,908
                                                                           ============= =============
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                          June 30,
                                                                          --------
                                                                   1997            1996
                                                                   ----            ----
<S>                                                           <C>            <C> 
Current Liabilities:       
  Accounts payable ........................................   $ 2,232,990    $ 2,243,753
  Revolving credit notes payable to bank (Note 2, 9 and 10)     1,834,000      1,734,000
  Accrued payroll and related taxes .......................       184,569        135,842
  Accrued property taxes ..................................        34,442         27,523
  Accrued interest payable ................................        12,344         13,344
  Accrued commissions related party (Note 4) ..............       150,000         30,000
  Other current liabilities ...............................        18,777         21,714
  Current portion of notes payable (Notes 2, 4 and 10) ....     1,172,018        316,298
  Current portion of capital lease obligation (Note 11) ...         9,889         15,993
  Current portion of covenant not to compete ..............          --            3,934
                                                              -----------    -----------
      Total Current Liabilities ...........................     5,649,029      4,542,401
                                                              -----------    -----------
Other Liabilities:
  Accrued commissions related party (Note 4) ..............          --          150,000
  Long-term notes payable, net
     of current portion (Notes 2, 9 and 10) ...............       575,390      1,655,218
  Long-term capital lease obligation, net of current
     portion (Note 11) ....................................         1,684         14,214
  Deferred taxes (Note 15) ................................          --           99,814
  Negative goodwill - net .................................          --            8,021
                                                              -----------    -----------
      Total Other Liabilities .............................       577,074      1,927,267
                                                              -----------    -----------
      TOTAL LIABILITIES ...................................     6,226,103      6,469,668
                                                              -----------    -----------


Commitments and Contingencies (Notes 2, 4, 8, 12, and 16) .          --             --


Stockholders' Equity (Note 8):
  Preferred stock, $10.00 par value, 400,000 shares
    authorized ............................................          --             --
  Common stock, $0.01 par value, 15,000,000 shares
    authorized; 5,540,661 and 5,530,661 shares issued and
    outstanding at June 30, 1997 and 1996 .................        55,406         55,306
  Capital in excess of par value ..........................     3,304,629      3,304,099
  Retained earnings (deficit) .............................      (888,139)      (916,259)
                                                              -----------    -----------
                                                                2,471,896      2,443,146
Less 20,264 shares of treasury stock at cost ..............       (18,906)       (18,906)
                                                              -----------    -----------

      TOTAL STOCKHOLDERS' EQUITY ..........................     2,452,990      2,424,240
                                                              -----------    -----------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..........   $ 8,679,093    $ 8,893,908
                                                              ===========    ===========
</TABLE>

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                                                        Years Ended June 30,
                                                        --------------------
                                                1997            1996            1995
                                                ----            ----            ----

<S>                                        <C>             <C>             <C>         
Net Sales (Notes 14 and 17) ............   $ 15,072,285    $ 14,512,234    $ 15,563,461
Cost of Goods Sold .....................     12,212,442      12,099,403      12,491,678
                                           ------------    ------------    ------------
        Gross Profit ...................      2,859,843       2,412,831       3,071,783
                                           ------------    ------------    ------------

Operating Expenses:
  Selling expenses (Notes 4,12 and 16) .      1,146,090       1,363,215       1,256,106
  General and administrative expenses
      (Notes 4, 12 and 16) .............      1,363,831       1,510,829       1,789,505
                                           ------------    ------------    ------------
      Total Operating Expenses .........      2,509,921       2,874,044       3,045,611
                                           ------------    ------------    ------------

     Operating Earnings (loss) .........        349,922        (461,213)         26,172
                                           ------------    ------------    ------------

Other Income (Expense):
  Interest income (Note 4) .............         74,939         107,402         130,305
  Interest expense (Note 4) ............       (374,522)       (382,901)       (384,391)
  Realized and unrealized loss on
    real estate held for sale (Note 7) .           --            (3,500)       (270,598)
  Gain (loss) on property and equipment
    dispositions .......................          6,629             400          (3,231)
  Other income (expense) net ...........        (28,848)         39,426         110,332
                                           ------------    ------------    ------------
     Total Other Income (Expense) ......       (321,802)       (239,173)       (417,583)
                                           ------------    ------------    ------------

Earnings (loss)  before income taxes ...         28,120        (700,386)       (391,411)
                                           ------------    ------------    ------------

Income Tax (Note 15):
  Current ..............................           --             1,650            --
  Deferred .............................           --            15,763          14,576
                                           ------------    ------------    ------------
    Total Income Tax ...................           --            17,413          14,576
                                           ------------    ------------    ------------

      Net Earnings (loss) ..............   $     28,120    ($   717,799)   ($   405,987)
                                           ============    ============    ============

Primary Net Earnings (loss) per Share:


    Net Earnings (loss) ................          0.(a)           (0.13)          (0.07)
                                           ============    ============    ============

Weighted Average Number of Common Shares
  Outstanding ..........................      5,549,544       5,530,661       5,449,993
                                           ============    ============    ============
<FN>
a.  Less than one cent
</FN>
</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.

                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                    Years Ended June 30, 1997, 1996 and 1995



                                                      Common Stock         Capital        Retained                        Total
                                                Number of        Par      In Excess       Earnings         Treasury    Stockholders'
                                                 Shares         Value    of Par Value     (Deficit)         Stock         Equity
                                                 ------         -----    ------------     ---------         -----         ------
<S>                                           <C>         <C>           <C>            <C>            <C>            <C>        
Balance at July 1, 1994 .................     5,419,115   $    54,191   $ 3,233,516    $   207,527    ($   18,906)   $ 3,476,328
Issuance of common stock for cash .......        30,000           300        29,700           --             --           30,000
Issuance of common stock for product
  development rights ....................        35,000           350        19,338           --             --           19,688
Conversion of preferred stock ...........        11,328           113          (113)          --             --             --
Issuance of common stock as payment
  of finders fee ........................        35,218           352        21,658           --             --           22,010
Net (loss) for year ended June 30, 1995 .          --            --            --         (405,987)          --         (405,987)
                                            -----------   -----------   -----------    -----------    -----------    -----------

Balance at June 30, 1995 ................     5,530,661        55,306     3,304,099       (198,440)       (18,906)     3,142,039

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

Balance at June 30, 1996 ................     5,530,661        55,306     3,304,099       (916,259)       (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 at June 30, 1997 ................     5,540,661   $    55,406   $ 3,304,629    ($  888,139)   ($   18,906)   $ 2,452,990
                                            ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.
                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                                                            Years Ended June 30,
                                                            --------------------
                                                        1997        1996        1995
                                                        ----        ----        ----

<S>                                                 <C>          <C>          <C>       
Cash flows from operating activities:
  Net earnings (loss) ...........................   $  28,120    ($717,799)   ($405,987)
  Adjustments to reconcile net earnings (loss)
    to net cash provided by (used in)
    operating activities:
      Depreciation and amortization .............     408,561      444,653      449,245
      (Gain) loss on dispositions of property and
          equipment .............................      (6,629)        (400)     273,829
      Provision for loss on accounts and
          notes receivable ......................      17,756     (116,423)     229,841
      Discount on note ..........................        --         10,000         --
      Impairment of assets ......................        --         38,557         --
      Other .....................................      (3,991)      (1,544)      (9,972)
      Deferred income taxes .....................        --         15,763       14,576
Net changes in assets and liabilities:
      Accounts receivable .......................    (261,134)     (75,336)     (25,714)
      Inventories ...............................      86,352       24,394     (444,161)
      Other current and non-current assets ......      19,471       33,055      (71,673)
      Accounts payable, accrued expenses
         and other current liabilities ..........      10,946      155,034       15,736
                                                    ---------    ---------    ---------
Net cash provided by (used in) operating
  activities ....................................     299,452     (190,046)      25,720
                                                    ---------    ---------    ---------
Cash flows from investing activities:
  Sale of real estate ...........................        --           --        374,606
  Additions to real estate held for sale ........      (1,621)      (5,454)     (13,097)
  Proceeds from sale of property and
      equipment .................................       9,100        1,000        3,000
  Purchases of property and equipment ...........     (85,519)    (195,468)    (677,180)
  Proceeds from notes receivable, other .........     140,464      461,795        3,168
  Purchase of marketing rights ..................        --           --        (33,537)
  Proceeds from stockholders' notes
    receivable ..................................      25,583       23,310       22,826
                                                    ---------    ---------    ---------
Net cash provided by (used in) investing
   activities ...................................      88,007      285,183     (320,214)
                                                    ---------    ---------    ---------

                            (Continued on next page)

                                      F-7
<PAGE>

Cash flows from financing activities:
  Borrowings on lines of credit .............   $ 100,000    $ 364,000    $ 236,000
  Payments on lines of credit ...............        --       (292,613)     (24,745)
  Payments on notes payable .................    (243,104)    (406,540)    (257,152)
  Borrowings from notes payable .............        --        265,050      400,476
  Payment on capital leases .................     (18,634)     (18,470)     (18,571)
  Net proceeds from issuance of common
    stock ...................................         630         --         30,000
                                                ---------    ---------    ---------
Net cash provided by (used in) financing
  activities ................................    (161,108)     (88,573)     366,008
                                                ---------    ---------    ---------
Net increase in cash ........................     226,351        6,564       71,514
Cash at beginning of year ...................     131,022      124,458       52,944
                                                ---------    ---------    ---------
Cash at end of year .........................   $ 357,373    $ 131,022    $ 124,458
                                                =========    =========    =========

Supplemental schedule of noncash investing
  and financing activites:
    Acquisition of equipment under capital
     lease obligation .......................   $    --      $    --      $  31,597
    Issuance of stock to acquire equipment
     and marketing rights ...................        --           --         19,688
    Installment loans to acquire property
     and equipment ..........................      18,869       28,000      124,113
Issuance of stock as finders fee ............        --           --         22,010
Sale of Grand County real estate:
    Receipt of note receivable ..............        --           --        440,218
    Payoff of note payable ..................        --           --        241,170
Conversion of account payable to note payable        --         51,224         --
Conversion of account and note receivable to
      notes receivable ......................        --        135,000       25,000

Supplemental disclosures of cash flow
   information:
      Cash paid during the year for:
           Interest .........................   $ 377,909    $ 400,213    $ 364,391
           Income taxes .....................   $    --      $   1,650    $    --

</TABLE>
The  accompanying  notes are an  integral  part of the  consolidated  finaincial
statements.
                                      F-8
<PAGE>
                             WW CAPITAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1997




(1) Summary of Significant Accounting Policies
----------------------------------------------

      (a)Nature of  Operations.  WW  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.

      (b) Basis of  Presentation.  The  accompanying  consolidated  financial
          statements  include the accounts of WW Capital  Corporation and all of
          its  wholly-owned  subsidiaries,  W-W  Manufacturing  Co., Inc.  Titan
          Industries,  Inc. (Titan) and Eagle  Enterprises,  Inc.  (Eagle).  All
          significant   intercompany   accounts  and   transactions   have  been
          eliminated in consolidation.

      (c)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.

      (d)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.

      (e)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.

      (f) 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.

      (g)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.

         Interest  expense  incurred during the construction of fixed assets has
         been  capitalized as part of the cost of those assets.  During the year
         ended June 30, 1995,  the Company  capitalized  $12,616 in  conjunction
         with the building of the new facility in Paxton, Nebraska.
                                       F-9
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

      (h)Real Estate  Held for Sale.  Real estate held for sale is stated at the
         lower of cost or net  realizable  value.  The Company  capitalizes  the
         carrying cost as part of it's value in real estate held for sale.

      (i)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.

      (j)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.

      (k)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.

      (l)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.

      (m)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, 1997 and 1996 $15,050 and $20,106 of  advertising  cost was
         reported  as assets.  Advertising  expense  for each of the three years
         ended June 30, 1997 was $97,556, $173,782 and $112,006, respectively.

      (n)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.
                                      F-10
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

      (o)Per Share Data.  Primary net earnings  (loss) per share is based on the
         weighted average number of common shares outstanding during the period.
         Outstanding  stock options have not been included in the computation of
         the  earnings  (loss)  per  share  when  the  effect  would  have  been
         antidilutive.

(2)      Capital Resources and Financing
         -------------------------------
                  At June 30,  1997,  the Company had debt to one Bank  totaling
         $2,448,166  that matured in July 1997.  During  October 1997,  the Bank
         issued a letter of intent to refinance the matured debt through January
         1998.
                  Additionally,  the  Company has a mortgage  note  payable at a
         separate financial  institution with an outstanding balance of $454,862
         at June 30,  1997 that  matures in April  1998.  The Company was not in
         compliance  with certain  covenants  of its debt  agreement at June 30,
         1997, making the debt callable.
                  The  Company is  negotiating  the  renewal of all of the above
         debt on a long-term basis. The Company's ability to continue operations
         is  dependent  on  its  ability  to  continue  to  refinance  its  debt
         obligations.

(3)      Inventories
         -----------
<TABLE>
<CAPTION>
                  Inventories consisted of the following at June 30:
                                                                         1997              1996
                                                                         ----              ----
<S>                                                                  <C>                <C>        
                  Raw materials                                      $   461,31         $   422,774
                  Work-in-process                                         188,890           206,200
                  Finished goods                                        2,690,955         2,798,534
                                                                      -----------       -----------
                                                                       $3,341,156        $3,427,508
</TABLE>
(4)      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:
                
                                                                                            1997              1996
                                                                                            ----              ----
<S>                                                                                       <C>              <C>     
                         Three notes  receivable  bear interest at 9% are due in
                    aggregate  monthly  installments of $2,300 through  November
                    1997.  The notes are  collateralized  by the  assignment  of
                    rental  payments  due from the Company  totaling  $2,300 per
                    month.                                                                $ 9,286          $ 34,869

                           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. 23,028 23,028
                                                                                           32,314            57,897
                           Less allowance for doubtful accounts                                 -           ( 7,418)
                           Less current portion                                            (9,286)          (25,497)
                                                                                         --------          ---------
                                                                                          $23,028           $24,982
                                                                                          =======           =======
</TABLE>
                                      F-11


<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

Related Party Transactions and Subsequent Event - (continued)
-------------------------------------------------------------

               During the years ended June 30, 1997,  1996 and 1995, the Company
          recorded  interest  income of $4,365,  $6,362 and $8,478 for the notes
          receivable from related parties.

               Notes  Payable  to  Stockholder.   The  Company  has  outstanding
          balances  of $27,069 and $32,465  payable to a former  stockholder  of
          Titan as of June 30,  1997  and  1996,  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, 1997,  1996 and 1995, the Company
          incurred interest expense of $3,004, $3,299 and $2,679,  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,  of which  $2,300  is  assigned  to repay  notes
          receivable and accrued  interest on stockholder  loans. The provisions
          of the building leases require the Company to pay insurance,  property
          taxes and maintenance costs.

               Other.  At June 30, 1997 and 1996 the Company has a liability  of
          $150,000  and  $180,000  for  commissions  to  Agri-Sales   Associates
          (Agri-Sales), whose major stockholder is a stockholder of the Company.
          During the years  ended June 30, 1996 and 1995,  the Company  incurred
          $14,673 and  $234,586 in  commissions  to  Agri-Sales  Associates.  No
          commissions were incurred during 1997.

               Additionally,  the Company has recorded  receivables  of $167,572
          and $132,221 from the  stockholder  and Agri-Sales as of June 30, 1997
          and 1996,  including amounts due under an  indemnification  agreement.
          The Company has  discontinued  payments of amounts due for commissions
          until  amounts  due  under  the  indemnification  agreement  have been
          collected.

               The  Company  has  entered  into the  transactions  with  related
          parties as disclosed above during the three-year period ended June 30,
          1997. 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.

(5)  Notes Receivable - Other
-----------------------------
<TABLE>
<CAPTION>
         Other notes receivable consisted of the following at June 30:
                                                                                             1997              1996
                                                                                             ----              ----

<S>                                                                                       
               Unsecured note receivable from a former employee                           <C>               <C>      
                  bears interest at 9%.                                                   $19,753           $19,753

               Note receivable bears interest at 12% and is due in monthly
                    installments of $500.  The note is collateralized by equipment.         4,049             9,513

               Other                                                                        2,500                 -
               Paid in full during 1997                                                         -           135,000
                                                                                                            -------
                                                                                           26,302           164,266
               Less allowance for doubtful accounts                                       (10,000)          (10,535)
               Less current portion                                                       ( 6,549)         (144,513)
                                                                                          $ 9,753           $ 9,218
                                                                                          =======           =======
</TABLE>
                                      F-12
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
         Notes Receivable - Other- (continued)

               Notes receivable  totaling $42,781 at June 30, 1997 and 1996 were
          indentified  by management as impaired.  The allowance for credit loss
          was  $10,000  and  $17,923  for June 30,  1997 and 1996  respectivley.
          During 1997, the Company  renegotiated  its  collateral  position with
          certain borrowers resulting in the reduced allowance.

(6)  Property and Equipment
---------------------------
<TABLE>
<CAPTION>
                  Property and equipment consisted of the following at June 30:
                                                                                         1997            1996
                                                                                         ----            ----
<S>                                                                                  <C>               <C>         
                           Land and improvements                                     $     94,840      $     94,840
                           Building and improvements                                    1,596,930         1,596,930
                           Leasehold improvements                                         207,123           207,912
                           Machinery and equipment                                      1,691,416         1,673,694
                           Office equipment                                               356,809           351,887
                           Automobiles and trucks                                         570,916           574,347
                           Construction in progress                                        35,180             3,822
                                                                                      -----------       -----------
                                                                                        4,553,214         4,503,432
                           Less accumulated depreciation and amortization              (2,256,851)       (1,901,838)
                                                                                      -----------       -----------

                                                                                       $2,296,363        $2,601,594
                                                                                       ==========        ==========
</TABLE>

(7)      Investment in Real Estate
----------------------------------

                  The  Company  owns 95  acres of  undeveloped  real  estate  in
         Johnson County,  Texas. During August 1995, the Company listed the land
         for sale for  $400,000.  At June 30, 1995,  the Company  wrote down the
         value of the real  estate  to its  estimated  net  realizable  value of
         $373,960,  recognizing an unrealized  loss of $75,000.  The Company has
         capitalized  certain  holding costs and  improvements  totaling  $7,075
         since  June  30,  1995.  At June 30,  1997  management  was  evaluating
         residential development alternatives for the property.

                  In  December  1994,  the  Company  sold its Grand  County real
         estate for an adjusted  price of  $1,090,216  and  recognized a loss of
         $195,598 on this  transaction.  The Grand County  property was acquired
         under an asset exchange  agreement with Apex Realty  Investments,  inc.
         (Apex),  a company  wholly-owned by Nicholas L. Scheidt,  a stockholder
         and former member of the Board of Directors of the Company. The Company
         received  net cash of  $374,606  after  closing  costs and paying off a
         mortgage in the amount of $241,170 against the property.  Additionally,
         the buyers entered into a five year mortgage payable to the Company for
         the  remaining  balance  of $440,  218.  This  note was paid in full in
         February 1996.

(8)      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 year ended June 30, 1997,  1996, and 1995 , the Company made
         $7,397, $10,295 and $12,350 in discretionary contributions to the Plan.
                                      F-13
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
          Employee Benefit Plans - (continued)
          ------------------------------------

                  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, 1997,
         options to purchase  712,500 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 147,668
         shares at option prices ranging from $0.063 to $2.50 per share of which
         137,668 are outstanding as of June 30, 1997. Options to purchase 10,000
         shares of common stock for $0.063 per share were exercised during 1997.
         These options will expire five or ten years after issuance.

         The following stock options are outstanding at June 30, 1997:
<TABLE>
<CAPTION>
                                                          Number                    Number
                                                       of Options     Exercise    of Options
                                  Issue Date           Outstanding      Price     Exercisable
                           ------------------------    -----------   -----------  -----------
<S>                                                     <C>         <C>           <C>   
                           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
                                                      ----------                  --------
                                                         375,168                   371,834
                                                       =========                   =======
</TABLE>
                  Additionally,   options  to  purchase  10,000  shares  of  the
Company's  common  stock for $0.17  per share  were  issued on July 1, 1997 to a
Director.

(9)       Short-Term Notes Payable
----------------------------------
<TABLE>
<CAPTION>
                  Revolving credit facilities from a bank consisted of the following at June 30: 
        
                                                                      1997         1996
                                                                      ----         ----
<S>                                                              <C>          <C>     
    Revolving note payable with maximum  available  borrowings
of $850,000 bears interest at .75% over
the Bank's base rate (10.75% at June 30, 1997)  ..............   $  840,000   $  740,000

    Revolving note payable with maximum  available  borrowings
of $750,000, bears interest at .75% over
the Bank's base rate (10.75% at June 30, 1997)  ..............      750,000      750,000

    Revolving note payable with maximum  available  borrowings
of $250,000, bears interest at 1.5% over
the Bank's base rate (11.50% at June 30, 1997)  ..............      244,000      244,000
                                                                 ----------   ----------
                                                                 $1,834,000   $1,734,000
</TABLE>
                                      F-14
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
Short -Term Notes Payable - (continued)
<S>                                                      <C>               <C>   
    Weighted average interest rate at year end                10.85%           10.75%
    Maximum amount outstanding during the year           $1,834,000        $1,861,613
    Average amount outstanding during the year           $1,800,667        $1,751,839
    Weighted average interest rate during the year
       based on average short-term notes payable              10.66%           11.80%
</TABLE>
         All of the  short-term  notes  payable are  collateralized  by deeds of
trust on real estate, property and equipment,  accounts receivable,  inventories
and contract rights, and are  cross-collateralized  with long-term debt totaling
$614,166 at June 30, 1997, and cross-guaranteed by all of the subsidiaries.  The
revolving credit agreements 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 in violation of certain  covenants at June 30, 1997.  As a result of
these  covenants  approximately  $1,965,000  of the Company's  consolidated  net
assets  at  June  30,  1997  are  considered  to be  restricted  net  assets  of
consolidated subsidiaries. During October 1997, the Company received a letter of
intent to renew the short-term notes payable above, all of which matured in July
1997, through January 1998.
<TABLE>
<CAPTION>
(10)     Long-Term Debt

                  Long-term debt consists of the following at June 30:                   1997               1996
                                                                                      ---------         --------
<S>                                                                                 <C>               <C>
                  Financial Institutions
                  ----------------------
                  Note  payable  bears  interest  at 8.5% and is due in  monthly
                  installments of $8,300,  including principal and interest. The
                  note  matures  in  April  1998 and is  collateralized  by real
                  estate  located in  Livingston,  Tennessee,  and machinery and
                  equipment.  The agreement  contains  covenants relating to the
                  maintenance   of  a  minimum   cash  flow  ratio,   a  minimum
                  stockholder's  equity  balance  and a  maximum  debt to  worth
                  ratio.  The Company is in violation of these covenants  making
                  the debt callable.                                                  $454,862          $507,783

                  Note  payable  bears  interest at 1% over the Bank's base rate
                  (11.0% at June 30, 1997) and is due in monthly installments of
                  $9,950,  including principal and interest. The Bank has issued
                  a letter of intent to renew the note,  which  matured  in July
                  1997,  through  January 1998.  The note is  collateralized  by
                  accounts receivable, inventories, property and equipment, real
                  estate and contract rights.                                             351,073        398,644



                                      F-15
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

Long-Term Debt - (continued)

                  Note  payable  bears  interest at 1% over the Bank's base rate
                  (11.0% at June 30, 1997),  and is due in monthly  installments
                  of $7,350,  including  principal  and  interest.  The Bank has
                  issued a letter of intent to renew the note,  which matured in
                  July 1997, through January 1998. The note is collateralized by
                  accounts receivable, inventories, property and equipment, real
                  estate and contract rights.                                             263,093        288,528


                  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.
                                                                                          208,408        216,555


                  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
                  $1,054  through May 2005, at which time the remaining  balance
                  becomes  due. The  mortgage is  collateralized  by real estate
                  located in Weatherford, Oklahoma.                                        69,457         74,499


                  Notes  payable  bear  interest at rates  ranging from 9.77% to
                  12.25%  and  are  due  in  monthly   installments,   including
                  principal and  interest,  totaling  $1,520  through July 1997,
                  $1,210 through December 1998, and $707 through April 2000. The
                  notes are collateralized by equipment.                                   29,567         43,781



                                      F-16
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

         Long-Term Debt - (continued)
         ----------------------------

                    Notes  payable bear  interest at rates ranging from 6.99% 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.                                            25,912         20,205

                    Note  payable  bears  interest at 9.0% and is due in monthly
                    installments,  including  principal and interest,  of $1,126
                    through July 1998. The note is  collateralized  by furniture
                    and equipment.                                                         12,570         24,334
                                                                                           ------         ------
                                                                                        1,414,942      1,574,329
                                                                                        ---------      ---------
                  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.          150,535        169,000

                  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.                             110,513        116,903


                    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.                               29,044         43,761

                                      F-17
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
         Long-Term Debt - (continued)
         ----------------------------
                                                                                           1997            1996
                  Note payable bears interest at 5.25% and is
                  due in quarterly installments, including principal
                  and interest, of $675.  The note is unsecured.                           15,305         17,554

                  Note payable paid in full during 1997                                       -           17,504
                                                                                -----------------   ------------
                                                                                          305,397        364,722
                                                                                     ------------   ------------
                  Related Party (Note 4)                                                   27,069         32,465
                  ----------------------                                            -------------   ------------
                                                                                        1,747,408      1,971,516
                  Less current portion                                                 (1,172,018)      (316,298)
                                                                                     -------------  ------------
                                                                                      $   575,390     $1,655,218
                                                                                      ===========     ==========
</TABLE>
<TABLE>
<CAPTION>
                  The aggregate  maturities of long-term  debt are as follows at
June 30, 1997:

                               Year
                               ----
<S>                            <C>                     <C>       
                               1998                    $1,172,018
                               1999                        88,807
                               2000                        69,685
                               2001                        62,068
                               2002                        59,388
                               Thereafter                 295,442
                                                          -------
                                                       $1,747,408
                                                       ==========
</TABLE>
(11) Capital Lease Obligation

                  The Company leases  certain  office and  production  equipment
         under capital leases expiring at various dates through 1999. The assets
         and  liabilities  under the capital leases are recorded at the lower of
         the present  value of the minimum  lease  payments or the fair value of
         the assets.  The assets are amortized  over the lower of its lease term
         or its estimated  productive  life. At June 30, 1997, the equipment has
         original cost of $64,836 with accumulated amortization of $53,262.
<TABLE>
<CAPTION>
                  Minimum future lease payments under the capital leases at June
30, 1997 are as follows:

              Year
              ----
<S>                                                                 <C>    
              1998                                                    $13,207
              1999                                                      1,231
                                                                    ---------
              Total minimum lease payments                             14,438
              Less executory costs and interest                        (2,865)
                                                                    ---------
              Present value of net minimum lease payment              $11,573
                                                                      =======

              Current portion                                         $ 9,889
                                                                      =======

              Long-term portion                                      $  1,684
                                                                     ========
</TABLE>
(12)     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 $2,457 for the period beginning
         April 1, 1997 through April 30, 2000.
                                      F-18
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

         Commitments and Contingencies - (continued)
         -------------------------------------------
<TABLE>
<CAPTION>
         Future minimum rental  payments under  operating  leases as of June 30,
1997 are as follows:

     Year                      Office Space        Equipment       Vehicles          Total
     ----                      ------------        ---------       --------          -----
<S>                              <C>               <C>             <C>               <C>    
     1998                         $27,961           $5,105          $40,152           $73,218
     1999                          28,828            5,105           18,960            52,893
     2000                          22,109            2,552            8,470            33,131
                                 --------          -------        ---------          --------
     Total minimum
      payments required           $78,898          $12,762          $67,582          $159,242
                                  =======          =======          =======          ========
</TABLE>
               During March 1997,  the Company  terminated  its existing  office
          space lease.  To terminate the lease the Company paid $12,010 which is
          included in operating lease expense in 1997.

               The  Company  also  leases  various   facilities  under  informal
          agreements.  Rental expense under operating leases for the years ended
          June 30,  1997,  1996 and 1995  amounted to  $186,715,  $159,889,  and
          $130,989, respectively.

               Long Distance Service.  The Company entered into an agreement for
          long  distance   telephone  service  which  requires  monthly  minimum
          payments of ---------------------- $3,000 through May 1998.

               Employment  Contract.  In May 1996, the Company  entered into two
          year employment with its territory sales manager which provides for an
          annual  salary of $55,000  plus a bonus equal to .0075  percent of the
          sales increase over annual budgeted sales.

               Environmental  Remediation Liability.  During the year ended June
          30, 1997, the Company  completed  disposal of a significant  amount of
          paint located at its Tennessee  facility to comply with  environmental
          regulations.  The  cost of the  disposal  totaled  $25,561,  of  which
          $10,000 was accrued at June 30, 1996.

(13)  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>
Net Sales:                                                               1997              1996            1995
                                                                         ----              ----            ----
<S>                                                   <C>             <C>              <C>         
    Livestock handling equipment                      $  8,170,971    $  7,522,417     $  8,870,970
    Water well and environmental supplies                6,901,314       6,989,817        6,692,491
                                                         ---------       ---------        ---------
Total Net Sales                                        $15,072,285     $14,512,234      $15,563,461
                                                       ===========     ===========      ===========
Operating Earnings:
    Livestock handling equipment                      $    463,712    $  (262,647)     $    512,094
    Water well and environmental supplies                  432,221         473,133          321,790
                                                           -------         -------          -------
Total Operating Earnings                                   895,933         210,486          833,884
Corporate and Other (1)                                   (867,813)       (928,285)      (1,239,871)
                                                         ---------       ---------      -----------
Earnings (loss) before income taxes                   $     28,120    $   (700,386)    $   (391,411)
                                                    ==============     ===========     ============
</TABLE>

                                      F-19
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

<TABLE>
<CAPTION>
Segmented Information and Reconciliation - (continued)
------------------------------------------------------
                                                1997         1996         1995
                                                ----         ----         ----

<S>                                         <C>          <C>          <C>       
Identifiable Assets:
    Livestock handling equipment ........   $4,056,207   $3,866,469   $4,086,651
    Water well and environmental supplies    4,015,170    4,438,397    4,324,658
                                            ----------   ----------   ----------
                                             8,071,377    8,304,866    8,411,309
    General corporate assets (2) ........      607,716      589,042    1,136,208
                                            ----------   ----------   ----------

Total assets as reported in
    accompanying consolidated
    balance sheets ......................   $8,679,093   $8,893,908   $9,547,517
                                            ==========   ==========   ==========


Capital Expenditures:
    Livestock handling equipment ........   $   31,657   $  164,150   $  213,440
    Water well and environmental supplies       43,495       72,688      578,796
    Corporate ...........................        4,226        3,221       54,685
                                            ----------   ----------   ----------
Total Capital Expenditures ..............   $   79,378   $  240,059   $  846,921
                                            ==========   ==========   ==========
Depreciation and amortization:
    Livestock handling equipment ........   $  272,915   $  287,238   $  292,199
    Water well and environmental supplies      113,449      123,691      121,331
    Corporate ...........................       22,197       33,724       35,715
                                            ----------   ----------   ----------
Total Depreciation and amortization .....   $  408,561   $  444,653   $  449,245
                                            ==========   ==========   ==========
<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 real
estate held for sale.
</FN>
</TABLE>
(14)  Major Customer and Sales Agency Agreement
----  -----------------------------------------

      Agri-sales sold approximately 17% of the Company's net sales under a Sales
and Marketing  Agency Agreement during the year ended June 30, 1995. These sales
are attributable to the livestock handling equipment segment of the Company.  No
customer  accounted for more than 10% of total net sales during any of the three
years in the period ended June 30, 1997.

(15)  Income Taxes
----  ------------
<TABLE>
<CAPTION>
      The provision for income taxes is as follows at June 30:
                                                1997           1996        1995
                                                ----           ----        ----
<S>                                          <C>           <C>          <C>   
Current
     Federal ...........................     $ 30,800      $   --       $   --
     State .............................       14,400         1,650         --
Deferred ...............................         --          15,763       14,576
Tax benefit of net operating loss ......      (45,200)         --           --
                                              -------      --------     -------- 

                                             $   --        $ 17,413     $ 14,576
                                             ========      ========     ========
</TABLE>
A reconciliation of income at the statutory rate to the Comapny's effective rate
is as follows at June 30:
                                      F-20
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
<TABLE>
<CAPTION>
Income Taxes - continued
                                                1997      1996      1995
                                                ----      ----      ----
<S>                                            <C>      <C>       <C>     
Federal statutory rate ..................      34.00%   (34.00)%  (34.00)%
Non deductible expenses .................      23.44      1.56      3.16
Basis difference in assets ..............      (8.90)      --        --
Capital loss and non deductible
     write down of real estate ..........        --        .17     23.51
Change in deferred tax asset valuation
     allowance and net operating loss ...     (49.47)    34.10        --
Other ...................................      11.06
                                               -----     -----     -----
                                                 .93       .57     11.06
                                               =====     =====     =====
                                                 --%      2.40      3.73 %
</TABLE>
<TABLE>
<CAPTION>
                                                              1997          1996
                                                              ----          ----
<S>                                                          <C>          <C>   
Deferred tax assets:
     Allowance for doubtful accounts ..................      48,960       59,869
     Accrued salaries .................................      19,242       20,531
     Net operating loss carryforward ..................     239,979      344,327
     Inventory ........................................      34,775       25,518
                                                          ---------    ---------
          Total deferred tax assets ...................     342,956      450,245

Deferred tax liabilities:
     Depreciation of property and equipment ...........    (176,834)    (211,445)
     Valuation allowance ..............................    (166,122)    (238,800)
                                                           ---------    --------
Deferred taxes - net ............................         $      --   $      --
                                                           =========    ========
                                                           
Current deferred tax asset ............................          --       99,814
                                                          
Long-term deferred tax liability ......................          --      (99,814)
-------------------------------------------------------     --------    --------
                                                          $      --   $      --
                                                           =========    ========
</TABLE>
                                                          
At June 30, 1997, the Company has  approximately  $705,800 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, 1997,  the Company has capital loss  carryforwards  in the amount of
$283,582  which  no  benefit  has  been  recognized  due  to  uncertainty  as to
realization.

(16)  Legal Proceedings
----  -----------------

      On December 6, 1996, WW 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.  WW  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 is
management's  opinion that any amounts paid to Liberty  Metals,  against  Eagle,
that 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.  WW Capital  is  seeking  to  recover  approximately
$53,000 relating to the settlement of the Liberty Metals Case.
                                      F-21
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

Legal Proceedings - (continued)
-------------------------------

      In addition  the Company is 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
contains  that the legal fees  advanced on his behalf are  unreasonable  and has
denied to reimburse the Company for these fees.

      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 has made written  offers to settle the case
with Mr. Bellar.  At this time, the settlement  offers have been rejected by Mr.
Bellar.  Presently the case is in the  discovery  phase and  management  can not
project an outcome at this time. WW Capital is seeking to recover  approximately
$195,235  relating to the  reimbursement  of legal fees and Liberty  Metals,  of
which $167,572 has been recorded in the financial statements.

      In April,  1994,  W-W  Manufacturing  and  Eagle  sent  written  notice to
Agri-Sales that the Companies  would not renew their sales and marketing  agency
agreement  with  Agri-Sales  when the two year initial  contract term expired on
October 26, 1994.  Agri-Sales informed the Company that under the contract,  W-W
Manufacturing  and Eagle can not  terminate  the sales and  marketing  agreement
until May  26,1995.  On  October  5, 1994,  the  Company  filed a lawsuit in the
Sixteenth  Judicial  District,   Ford  County,  Kansas,  asking  the  Court  for
declaratory judgment and a preliminary  injunction against Agri-Sales to resolve
the issue. On October 10, 1994,  Agri-Sales filed an answer and made application
for a  temporary  injunction  against the  Company.  On October  20,  1994,  the
District Judge denied Agri-Sales  application for a temporary injunction against
the  Company.  Additionally,  Agri-Sales  had filed a counter  claim for  relief
estimating damages of $500,000 to $600,000 for the commissions  Agri-Sales would
have  earned  for the  period  October  26,  1994 to April 26,  1995,  (the date
Agri-Sales  contends  that the  contract  will  expire)  and  actual  damages of
$475,206. Management was confident the court would decide that the contracts did
expire on October 26, 1994 and the actual amounts due Agri-Sales  based upon the
Company's  calculation,  which had been recorded in the  accompanying  financial
statements,  are  substantially  less than the amounts claimed.  This case is in
discovery and the Company's legal counsel is unable to express an opinion on the
outcome of this case. The Company has been negotiating with Agri-Sales to settle
this lawsuit.

      While  the  case  was  in the  Discovery  stage,  the  Company  reached  a
settlement  agreement with Agri-Sales to settle the lawsuit. The Company offered
to pay $180,000 with $30,000 due upon final settlement of the March Group,  Inc.
lawsuit  discussed  below with the  remaining  balance  payable  in  semi-annual
payments  of $25,000  until  paid in full,  with zero  interest.  This offer was
accepted by Jerry Bellar and an agreement  was entered into on December 2, 1996.
The second  installment of $25,000 has not been paid awaiting the outcome of the
lawsuit the Company filed against  Bellar for  non-compliance  with the exchange
agreement previously discussed above.

      On December 22,  1992,  The March  Group,  Inc.  (The March Group) filed a
lawsuit against Eagle and its former shareholders,  Jerry R. Bellar (Bellar) and
James Buford  (Buford).  The March Group  alleges that Eagle,  Bellar and Buford
breached a listing contract to sell Eagle and has requested  damages of $169,596
(Count I).
                                      F-22
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

      The March  Group  has also  sued the  Company  for  breach  of a  separate
agreement  which the Company had made with The March Group  promising  to direct
all inquiries it had regarding the purchase of Eagle through The March Group and
is seeking damages of $169,596 (Count II).

     Additionally,  The March Group is requesting damages against Eagle,  Bellar
and the Company  under a specific  Tennessee  statue which would allow The March
Group three times its proven actual damages of $508,788 (Count III).

      On May 6, 1994, the Chancery Court, for the State of Tennessee, entered an
order requiring Eagle to pay The March Group $169,596 under Count I and ruled in
favor of  defendants  on Counts II and III. On June 7, 1995 the court of appeals
reversed the  decision  that Eagle had to pay  $169,596.  The case (Count I) has
been remanded back to trial court for trial.  The court of appeals  affirmed the
decision of the trial court on Count II and III in favor for the Company.  After
the Court of Appeals  decision,  Eagle  filed an  application  for review to the
Tennessee  Supreme Court asking it to reconsider  the Court of Appeals  decision
rejecting Eagle's claim that plaintiff violated the Tennessee Real Estate Broker
Licensing Act, thus forfeiting any fee under the listing contract.  Trial of the
remanded case to the trial court will not begin until such time as the Tennessee
Supreme Court has decided whether to grant Eagle's  application for review.  The
Tennessee  Supreme  Court  denied  Eagle's  application  to review  the Court of
Appeals  decision and trial was held on December  1996 in the Chancery  Court of
Nashville,  Tennessee.  On  December 9, 1996 the Court ruled in the favor of The
March Group and judgment was entered against Eagle for $137,264 plus prejudgment
interest  totaling  $30,815.45 and post judgment interest at the stationary rate
of 10% per annum and costs of the action.  Under the terms of the Eagle Exchange
agreement,  Bellar  acknowledges that his  indemnification  obligates him to pay
Eagle for all damages  awarded The March Group in excess of $50,000.  In January
1997  Bellar  filed a post trial  motion in this case and has  settled  with The
March Group.

     WW Capital had previously  recorded the $50,000 minimum fee and on April 3,
1997 paid the $50,000 to finalize its  obligations  in this suit. Mr. Bellar has
paid all sums in excess of the $50,000 and this case in now closed.

      Eagle was a defendant in a lawsuit  filed by Liberty  Metal  Fabrications,
Limited  (Liberty  Metals) in the State of Kentucky.  The claims  against  Eagle
relate  prior to the  acquisition  of Eagle  (October  26, 1992) by the Company.
Liberty  Metals was  claiming  approximately  $91,000  from  Eagle.  The Company
settled the claim by paying $18,000 and returning  certain  equipment to Liberty
Metals.

      Additionally,  it is Management's opinion that any amounts paid to Liberty
Metals,  against  Eagle,  that 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.

(17)     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 Manfufacturing
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, 1997, W-W  Manufacturing  and Eagle's accounts
receivable totaled $952,147 and Titan's totaled $1,074,844.


                                      F-23
<PAGE>
                             WW CAPITAL CORPORATION

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED

(18)  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 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-24

<PAGE>

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



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


         We have  audited the  accompanying  consolidated  balance  sheet of W W
        Capital  Corporation as of June 30, 1997, and the related  statements of
        operations, stockholders' equity and cash flows for the year then ended,
        and have issued our report  thereon  dated  October 10, 1997.  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 audit.  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 10, 1997








                                       S-1

<PAGE>
                          INDEPENDENT AUDITOR'S REPORT




The Board of Directors and Stockholders
W W Capital Corporation




         We have  audited the  accompanying  consolidated  balance  sheet of W W
Capital  Corporation  as of  June  30,  1996,  and  the  related  statements  of
operations, stockholders' equity and cash flows for each of the two years in the
period ended June 30, 1996 and have issued our report  thereon dated October 15,
1996. Our audits also included the financial  statement schedules of W W Capital
Corporation  as of June 30,  1996,  and for each of the two years in the  period
then ended,  listed in Item 14.  These  financial  statement  schedules  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  based  on  our  audits.  In  our  opinion,  such  financial  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>
<TABLE>
<CAPTION>
                                     ASSETS
                                     ------
                                                                       Years Ended June 30,
                                                                       --------------------
                                                                        1997           1996
                                                                        ----           ----
<S>                                                               <C>            <C>        
Current Assets:
  Cash .........................................................  $    13,060    $     6,715
  Accouts receivable, related party ............................      167,572        132,221
  Notes receivable .............................................        2,500           --
  Deferred taxes ...............................................         --           99,814
                                                                  -----------    -----------
      Total Current Assets .....................................      183,132        238,750
                                                                  -----------    -----------

Property and Equipment, net of accumulated depreciation
of $95,527 in 1997 and $82,276 in 1996 .........................       41,237         64,060

Other Assets:
  Real estate held for sale ....................................      381,035        379,414
  Investment in wholly owned subsidiaries ......................    2,122,743      2,121,348
  Other assets .................................................        2,312          5,274
                                                                  -----------    -----------

      TOTAL ASSETS .............................................  $ 2,730,459    $ 2,808,846
                                                                  ===========    ===========


                     LIABILITIES AND STOCKHOLDERS' EQUITITY
                                   LIABILITIES
                                   -----------
Current Liabilites:
  Accounts payable .............................................  $    97,949    $   186,875
  Accrued expenses .............................................        6,600         10,885
  Accounts payable, subsidiaries ...............................      160,351         62,698
  Current portion, long-term debt ..............................       12,570         11,796
      Total Current Liabilites .................................      277,470        272,254
                                                                  -----------    -----------
Long-term debt .................................................         --           12,538
Deferred taxes .................................................         --           99,814
                                                                  -----------    -----------
     Total Liabilites ..........................................      277,470        384,606
                                                                  -----------    -----------

                              STOCKHOLDERS' EQUITY
                              --------------------
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 and  5,530,661 shares issued and
     outstanding at June 30, 1997 and 1996, respectively .......       55,406         55,306
 Captial in excess of par value ................................    3,304,629      3,304,099
 Retained earnings (deficit) ...................................     (888,140)      (916,259)
                                                                  -----------    -----------
                                                                    2,471,895      2,443,146
Less 20,264 shares of treasury stock at cost ...................      (18,906)       (18,906)
                                                                  -----------    -----------

      TOTAL STOCKHOLDERS' EQUITY ...............................    2,452,989      2,424,240
                                                                  -----------    -----------
     TOTAL LIABILITES AND STOCKHOLDERS' EQUITY .................  $ 2,730,459    $ 2,808,846
                                                                  ===========    ===========
</TABLE>


                                      S-3
<PAGE>

<TABLE>
<CAPTION>
                                                         Years ended June 30,
                                                         --------------------

                                                    1997        1996         1995

<S>                                             <C>          <C>          <C>      
Revenues:
  Management fee from subsidiaries ..........   $ 480,000    $ 480,000    $ 655,093

  Operating Expenses:
  General and administrative ................     546,011      645,678      750,513
                                                ---------    ---------    ---------

         Operating (Loss) ...................     (66,011)    (165,678)     (95,420)

Other Income (Expense):
  Interest income ...........................        --          2,879        9,455
  Interest expense ..........................      (2,075)      (5,482)     (21,020)
  Realized and unrealized loss on asset sales
    and real estate held for sale ...........       3,319       (3,500)    (271,811)
  Other income ..............................      (2,960)      12,154       52,470
  Equity in Earnings (loss) of subsidiary
    before income taxes .....................      95,847     (542,409)     (65,085)
                                                ---------    ---------    ---------
  Earnings (loss) before Income taxes .......      28,120     (702,036)    (391,411)

Income Tax Expense ..........................        --         15,763       14,576
                                                ---------    ---------    ---------


     Net Earnings (Loss) ....................   $  28,120    ($717,799)   ($405,987)
                                                =========    =========    =========
</TABLE>
                                      S-4
<PAGE>
<TABLE>
<CAPTION>
                                                           Years ended June 30,
                                                           --------------------
                                                      1997         1996         1995
                                                      ----         ----         ----
<S>                                               <C>          <C>          <C>       
Net cash flows (used in) operating 
 activites ...................................   ($172,779)   ($ 13,571)   ($224,049)
                                                  ---------    ---------    ---------

Cash flows from investing activites:
  Investment in subsidiaries ..................     179,415     (365,000)    (150,000)
  Sale of real estate .........................        --           --        374,606
  Proceeds from notes receivable ..............     430,219         --
  Proceeds from sales of property and equipment       4,000         --           --
  Purchase of equipment .......................      (4,226)      (3,221)     (40,654)
  Additions to real estate held for sale ......      (1,621)      (5,454)     (13,097)
                                                  ---------    ---------    ---------
Net cash provided by investing
  activites ...................................     177,568       56,544      170,855
                                                  ---------    ---------    ---------

Cash flows from financing activites:
  Bank overdraft ..............................        --           --          9,258
  Proceeds from long-term debt ................        --           --         44,576
  Proceeds from issuance of common stock ......         630         --         30,000
  Payments on long-term debt ..................     (11,764)     (39,010)     (26,038)
  Payment on capital lease obligation .........        --           (387)      (1,463)
                                                  ---------    ---------    ---------
Net cash (used in) provided by financing
  activites ...................................     (11,134)     (39,397)      56,333
                                                  ---------    ---------    ---------

Net increase in cash ..........................       6,345        3,576        3,139

Cash at beginning of year .....................       6,715        3,139         --
                                                  ---------    ---------    ---------
Cash at end of year ...........................   $  13,060    $   6,715    $   3,139
                                                  =========    =========    =========

Supplemental schedule of noncash investing
  and financing activies:
     Issuance of stock to acquire equipment
        and marketing rights ..................   $    --      $    --      $  19,688
    Issuance of stock as finders fee ..........        --           --         22,010

    Sale of Grand County real estate:
        Receipt of note receivable ............        --           --        440,218
        Payoff of note payable ................        --           --        241,170

Supplemental disclosures of cash flow
    information:
        Cash paid during the year for:
            Interest ..........................   $   2,075    $   5,482    $  21,020
</TABLE>

                                      S-5
<PAGE>

<TABLE>
<CAPTION>
          (1)  Long-term Debt
                                                               
Notes payable to financial institutions were as follows: 
                                                                June  30,
                                                                ---------
                                                           1997           1996
                                                           ----           ----
<S>                                                      <C>           <C>     
Note payable, NationsBank Kansas, interest at
  9.00%, secured by funiture and equipment,
  payable in monthly principal and interest

  payments of $1,126 ...............................     $ 12,570      $ 24,334

                      Less current portion .........      (12,570)      (11,796)
                                                         --------      --------
                                                         $   --          12,538
                                                         ========      ========
</TABLE>

Future maturities of notes payable consists of $12,570 that is due during 1998.
                                                                               

          (2)  Related Party Transactions

               At June 30, 1997 and 1996,  Jerry R. Bellar,  the former majority
               shareholder  of Eagle and a current  stockholder  of the Company,
               owed $167,572 and $132,221  respectively  under on indemnifcation
               agreement related to the Company's acquisition of Eagle.

               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:                                             

                                                       1997               1996
                                                       ----               ----
<S>                                                <C>                <C>      
W-W Manufacturing Co, Inc. ...............         $ 116,416          $  38,817
Titan Industries, Inc. ...................          (239,903)           (94,452)
Eagle Enterprises, Inc. ..................           (36,864)            (7,063)
                                                   ---------          ---------
                                                   ($160,351)         ($ 62,698)
                                                   =========          =========
</TABLE>

                                      S-6
<PAGE>

<TABLE>
<CAPTION>
     (2)  Related Party Transactions, Continued

Management fee income for:                           Years ended June 30,
                                                     --------------------


                                                 1997         1996         1995
                                                 ----         ----         ----
<S>                                         <C>          <C>          <C>      
  W-W Manufacturing Co., Inc ............   $ 240,000    $ 240,000    $ 373,664
  Titan Industries, Inc. ................     240,000      240,000      240,000
  Eagle Enterprises, Inc. ...............        --           --         41,429
                                            ---------    ---------    ---------
                                            $ 480,000    $ 480,000    $ 655,093
                                            =========    =========    =========
</TABLE>
<TABLE>

Equity in subsidiary operations for:                 Years Ended June 30,
                                                     --------------------

                                                 1997         1996         1995
                                                 ----         ----         ----
<S>                                         <C>          <C>          <C>      
 W-W Manufacturing Co., Inc .............   ($  5,925)   ($432,908)   $ 131,073
 Titan Industries, Inc. .................      97,332      169,914       53,369
 Eagle Enterprises, Inc. ................       4,440     (279,415)    (249,527)
                                            ---------    ---------    ---------
                                            $  95,847    ($542,409)   ($ 65,085)
                                            =========    =========    =========
</TABLE>
                                      S-7