UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-K

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

          For the Fiscal year ended June 30, 1999 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  15, 1999  (2,448,479  shares of common  stock) was  $154,245
based on the average of the bid and asked prices ($0.063 per share) as quoted on
the over the counter market.

The number of shares outstanding of each of the Company's sales of common stock,
as of October 15, 1999 was:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The business of the Company is carried on within two segments by three operating
units,  each  with  its own  organization.  The  management  of  each  operating
subsidiary  unit has  responsibility  for  product  development,  manufacturing,
marketing  and for  achieving  a return on  investment  in  accordance  with the
standards  and  budgets  established  by  W  W  Capital.   Overall  supervision,
coordination  and financial  control are maintained by the executive  staff from
the corporate  headquarters located at 3500 JFK Parkway, Suite 202, Ft. Collins,
Colorado.  As of June 30, 1999,  the Company and its segments had  approximately
170 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 55.6% of total corporate sales in 1999 compared to 57.7%
for fiscal 1998.

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

The  Livestock  Handling  group  manufactures  a broad line of cattle  handling,
equine (horse), and rodeo equipment and containment systems. Farmers,  ranchers,
rodeos,  county  fairs,  veterinarians,  and  universities  use this  equipment.
Presently with its 55-year-old  history W-W Manufacturing the primary subsidiary
of this segment,  is well recognized in the industry as the leader in production
of livestock equipment. With the acquisition of Eagle Enterprises, October 1992,
the Company has experienced growth with this segment. Eagle had manufactured all
types of livestock feeding equipment and various  containment systems similar to
that manufactured by W-W Manufacturing.  The Eagle line of products is primarily
distinguished from W-W  Manufacturing's  products by a purchase decision that is
primarily motivated/driven by pricing considerations.

Since the purchase of Eagle, the Company  eliminated some of its line of feeding
equipment which had not been profitable. By elimination of these products, Eagle
has the manufacturing capacity to produce the majority of W-W Manufacturing line
of products,  thus  improving  its delivery time to  Dealer/Distributors  in the
east,  and  southeastern  United  States.  The  Eagle  plant  was  realigned  to
complement the W-W Manufacturing  line of products and all products will be sold
under the W-W  Manufacturing  name. This is significant since the W-W Line has a
long-term  (55 years)  reputation  as an industry  leader and  manufacturing  of
quality equipment. Now that the W-W Manufacturing line is manufactured at Eagle,
Eagle has  reintroduced  a redesigned  feeding line to meet  customer  needs and
enabling Eagle to produce it profitably.  This  reintroduction  has helped Eagle
reclaim sales levels that were lost when the feeding line was dropped as well as
pick up new sales from customers  previously handling the W-W Manufacturing line
only. The redesigned  feeding line has been introduced into the Midwest and west
markets and is now being manufactured at W-W  Manufacturing.  Feed equipment has
proven to be a lower margin product line but continues to sell during  depressed
market  conditions  and is used  as a lead in  product  to  gain  new  customers
acceptance for the traditional higher margin W-W working equipment line.

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

                                       5
<PAGE>
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 reintroduction
of the feed equipment,  and other horse related  products,  the Company believes
these products will help reduce its distribution  cost and provides its customer
the opportunity to carry more items with less depth of inventory.

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

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

The manufacture of livestock handling equipment requires various sizes of steel,
tubing, and other related steel products. The products necessary for fabrication
of equipment are purchased  from numerous steel  companies,  and the Company has
experienced no difficulties  in obtaining  adequate  supplies.  The divisions of
this  segment are located as follows:  W-W  Manufacturing,  the largest by sales
volume of the three divisions, is located at 2400 East Trail Street, Dodge City,
Kansas. Eagle Enterprises,  is located at 175 Windle Community Road, Livingston,
Tennessee.   The  Hydraulic  Chute  division  is  located  at  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  1999 and 1998,
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 55 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.

                                       6
<PAGE>
                      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 44.4% of total  corporate  sales for the fiscal  year  1999.  This
compared with 42.3% in fiscal year 1998.

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

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

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

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

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

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

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

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

                                       7
<PAGE>
Competition
-----------

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

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

Growth is  anticipated  in  several  areas.  First,  distributor  demand for the
Company's existing product lines has continued to remain strong as more and more
distributors  around  the  country  have  become  aware of Titan's  quality  and
reliability of delivery.  The Company has significantly improved sales of larger
diameter  pipe with the  manufacturing  equipment  added  during the mid 1990's.
Since gross profit margins increase in direct  proportion to pipe diameter size,
this new equipment should continue to enhance  profitability.  With the addition
of Wholesale  Pump and Supply in Oklahoma City,  Oklahoma,  growth to the south,
southeast,  and southwest  has been greatly  improved.  The Company  anticipates
significant  additional  increases  in these  areas due to the ease and speed of
delivery.  Second,  the Company continues to increase  marketing its products to
governmental  agencies  as  they  expand  the  Environmental  Protection  Agency
guidelines   for  testing  of  ground  water.   Third,   the  Company  has  been
investigating  and  developing  new  slotting   techniques  using   high-density
polyethylene pipe for use in the horizontal  drilling industry.  This product is
being used  extensively by landfills and in other waste treatment  applications.
The Company has also expanded its market in custom  fabrication of products used
for filtration,  drainage, dewatering, and various construction applications. An
improved version of Enviroflex has already added to the very encouraging  market
acceptance that it has enjoyed. The Company feels that this product,  along with
the  responsiveness  to market demands for various custom  applications,  should
provide excellent  opportunities for growth.  Recent  developments in the mining
industry  show that there is a significant  market for Titan's  products and the
sales/marketing  departments are pursuing  several key  distribution  outlets to
more effectively distribute its line of products within this market sector.


                                       8
<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  $1,210,000 in 1999 as
compared  to  $428,000  in  1998.  This  increase  from  1998 is due to  general
improvement  in cattle  market  conditions  and the  introduction  of new equine
equipment and special projects.  This is expected to improve as we move into the
fall season.

The water and environmental  products showed a backlog increase from $347,000 in
1998 to $375,000 on June 30,  1999.  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 1999 fiscal year.

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

Not Applicable

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

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

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

The Company faces various issues with the EPA regarding its paint systems within
the livestock  equipment  segment of the  business.  The problems with the Dodge
City,  Kansas and  Weatherford,  Oklahoma  plants will be solved with the powder
coat paint system being installed in the new plant in Thomas,  Oklahoma.  In the
(Eagle) plant located in  Livingston,  Tennessee,  the Company has been issued a
temporary  paint operating  permit through  December 31, 2000. By that time, the
Company has to be compliant  with the VOC's and HAP's emitted due to the present
flow coat paint system.  Over the past year,  management has worked with various
paint  suppliers  to come up with a  solution  that will  solve the  problem  of
emissions in the air and meet the governmental guidelines.  The first step taken
was to change the present paint to a water soluble paint,  thereby  lowering the
VOC's to an acceptable level. The second stage is to locate and install a powder
coat system by December 31, 2000. At the present time, management feels this can
be

                                       9
<PAGE>
accomplished and the cost of this paint system will be  approximately  $250,000.
The Company is presently working on financing this project through various state
and local  agencies  and feels it will be in total  compliance  by December  31,
2000. To the best of its knowledge, the Company believes that it is presently in
substantial compliance with all existing environmental laws.

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

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

The livestock  handling equipment division is located at 2400 East Trail Street,
Dodge City,  Kansas.  This facility is leased from Murle F. and Sara R. Webster,
shareholders  of the Company,  for $5,000 per month,  on a month to month basis.
This  facility  is  comprised  of  approximately  40,000  square  feet in  three
buildings. The Company also has an Hydraulic division located at 401 Loomis Rd.,
Weatherford, Oklahoma. This facility is comprised of approximately 10,000 square
feet.

Eagle  Enterprises  is  located  at  175  Windle  Community  Road,   Livingston,
Tennessee.  This facility is owned by the Company and has  approximately  40,000
square feet located on 11 1/2 acres of land.

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

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

On  December  6, 1996,  W W Capital  and its legal  counsel,  Klenda,  Mitchell,
Austerman  and Zuercher,  a Limited  Liability  Company and General  Partnership
filed a law suit in the U.S.  District  Court  Wichita,  Kansas against Jerry R.
Bellar,  individually.  On two occasions the Company had made written  offers to
settle the case with Mr.  Bellar.  Mr. Bellar had rejected  these offers and the
Company asked the court for  mediation to settle the  outstanding  issues.  As a
result of the mediation  that took place in September 1998 the Company agreed to
settle its claim  against  Jerry R Bellar,  and Bellar  agreed to settle  claims
against the Company.  The settlement agreement provided for the cancellations of
amounts due to the Company from Bellar recorded at $167,572, and amounts payable
by the  Company to Bellar of  $150,000.  The Company  paid  $20,000 to Bellar in
September 1998. The accompanying financial statements reflect the amounts agreed
to in the settlement as of June 30, 1998.

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

No matters were  submitted for a vote of security  holders of the Company during
the fourth quarter of the fiscal year ended June 30, 1999.

                                       10
<PAGE>
                                     PART II

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

Market Information
------------------

Quarter ended                            High Bid                    Low Bid
-------------                            --------                    -------
September 30, 1997                        $0.230                     $0.230
December 31, 1997                          0.180                      0.180
March 31, 1998                             0.130                      0.130
June 30, 1998                              0.188                      0.130

September 30, 1998                       $ 0.150                     $0.130
December 31, 1998                          0.150                      0.063
March 31, 1999                             0.313                      0.063
June 30, 1999                              0.063                      0.063

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

Holders
-------

As of October 15, 1999 the Company had  approximately  610 record holders of its
common stock, not including some individuals holding shares in street name.

Dividends
---------

The Company did not pay dividends during 1999 or 1998 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.

                                       11
<PAGE>
Item 6.           Selected Financial Data
-------           -----------------------
<TABLE>
<CAPTION>
                                                  Year ended June 30
----------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS
---------------------
                             1999          1998           1997          1996          1995
<S>                      <C>            <C>           <C>           <C>            <C>
Net Sales ...........    16,387,043     15,576,140    15,072,285    14,512,234     15,563,461
Gross Profit Margin .     3,084,962      2,867,106     2,859,843     2,412,831      3,071,783
Operating Earnings ..       303,671        247,454       349,922      (461,213)        26,172
(Loss)
Interest Expense ....       293,632        340,182       374,522       382,901        384,391
Operating Expense ...     2,786,291      2,619,652     2,509,921     2,874,044      3,045,611
Net Earnings (Loss) .       104,808         87,420        28,120      (717,799)      (405,987)

PER SHARE DATA
--------------
Earnings ............           .02            .02     (A)  .00           (.13)          (.07)

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

Weighted Average ....     5,540,661      5,560,794     5,549,544     5,530,661      5,449,993
Shares Outstanding

FINANCIAL CONDITION
-------------------
Total Assets ........     8,220,792      7,680,578     8,679,093     8,893,908      9,547,517
Fixed Assets (Net) ..     2,073,919      2,103,249     2,296,363     2,601,594      2,801,530
Long-Term Debt ......     2,971,628      2,860,930       577,074     1,927,267      1,830,730
Stockholders Equity .     2,615,218      2,510,410     2,452,990     2,424,240      3,142,039
Working Capital (1)       3,396,955      3,116,776       289,203     1,284,898      1,083,808
Current Ratio (2)              2.29           2.35          1.05          1.28           1.24
<FN>
A.       Less than .01 cent

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

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

(2)      Percent of current assets to current liabilities.
</FN>
</TABLE>
                                       12
<PAGE>
Item 7.        Management's  Discussion and Analysis of Financial  Condition and
-------        Results of Operations
               -----------------------------------------------------------------


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

Results of Operations:

The following table presents,  for the periods  indicated,  the dollar value and
percentage   relationship   which  certain  items  reflected  in  the  Company's
Statements of Operations. This percentage shows the percent as it relates to the
total revenue.
<TABLE>
<CAPTION>
                                      1999                      1998                      1997
                                      ----                      ----                      ----
<S>                             <C>                <C>    <C>                <C>    <C>                <C>
Livestock Handling Equipment    $  9,108,446       55.6%  $  8,988,175       57.7%  $  8,170,971       54.2%
Water and Env'l Products ....      7,278,594       44.4      6,587,965       42.3      6,901,314       45.8
                                ------------      -----   ------------      -----   ------------      -----
Total Revenues ..............     16,387,043      100.0     15,576,140      100.0     15,072,285      100.0
                                ------------      -----   ------------      -----   ------------      -----
Cost of Revenues ............     13,302,081       81.2     12,709,034       81.6     12,212,442       81.0
                                ------------      -----   ------------      -----   ------------      -----
Gross Profit ................      3,084,962       18.8      2,867,106       18.4      2,859,843       19.0

Selling, General, and
Administrative Expense ......      2,781,291       17.0      2,619,652       16.8      2,509,921       16.7
                                ------------      -----   ------------      -----   ------------      -----
Operating Earnings ..........        303,671        1.8        247,454        1.6        349,922        2.3
Other Income (Expense) ......         94,769        0.6        180,148        1.2         52,720        0.4
Interest Expense ............       (293,632)      (1.8)      (340,182)      (2.2)      (374,522)      (2.5)
                                ------------      -----   ------------      -----   ------------      -----
Earnings Before Income Taxes         104,808        0.6         87,420        0.6         28,120        0.2

Income Taxes Net ............           --          0.0           --          0.0           --          0.0
                                ------------      -----   ------------      -----   ------------      -----
Net Earnings ................   $    104,808        0.6%  $     87,420        0.6%  $     28,120        0.2%
                                ============      =====   ============      =====   ============      =====

Depreciation and Amortization   $    352,246        2.1%  $    394,230        2.5%  $    408,561        2.7%
                                ============      =====   ============      =====   ============      =====
</TABLE>

                                       13
<PAGE>
Fiscal Year Ended June 30, 1999 Compared to Fiscal Year Ended June 30, 1998.

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

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

Sales in the  livestock  equipment  segment  started  out very  sluggish  due to
extreme  drought  conditions  in the  southwest and low cattle prices during the
first half of fiscal 1999.  As the Company moved into the last half of the year,
market  conditions  improved and the introduction of new equine products created
stronger customer demand. Sales improved  dramatically in the eastern market due
to an  existing  customer  purchasing  one of  their  competitors  that  was not
handling the W-W line of equipment. Also, the eastern market continues to become
more  familiar  with  stronger and heavier  equipment  that W-W produces and the
demand for this equipment  continues to improve.  Sales in the W-W Manufacturing
Dodge City plant decreased,  as mentioned earlier, due to extreme dry conditions
during  the  first  quarter  and  production  inefficiencies  attributable  to a
shortage of labor in the local area.  Labor  continues to be a major problem for
the Dodge City plant. With no unemployment in the area, it has been difficult to
find adequate  employees to fill all the manufacturing  jobs on a regular basis.
The labor  problem  has caused the  Company a backlog of orders  larger  than is
desirable and  distributors/dealers  have been concerned with the shipments.  In
order for the Company to meet demand and keep up with the  aggressive  marketing
plan,  the  Company  has  decided to move the Dodge City  location.  The western
Oklahoma market, where the present hydraulic division is located, has had plenty
of  labor  and  is  better  suited  for  the  W-W  operations.   Management  has
successfully  reached  a  tentative  agreement  with  the  Economic  Development
Authority of Thomas,  Oklahoma to move its Dodge City,  Kansas and  Weatherford,
Oklahoma plants to Thomas, Oklahoma. The agreement calls for the construction of
a new 75,000 sq. foot  manufacturing  facility including a new powder coat paint
system.  The  facility  will be owned by the City of Thomas and the Company will
lease/purchase it through various federal,  state, and local grants, various low
interest loans,  and a portion  financed through a local bank over a twenty year
term.  The Company will receive  various state and local tax  incentives and the
cost of moving to be

                                       14
<PAGE>
provided by the City of Thomas.  Management believes the final agreement will be
signed in the fall of 1999 with the expected  move date to be the late summer of
2000.  The Company  continued  its efforts of expanding  the  distributor/dealer
network,  rodeo  sponsorships,  and special  designed  installation  as it moved
through the last half of the fiscal  year.  In order to improve  Dodge City area
sales with the labor  shortage,  some  production of products,  mainly the panel
lines,  had  to  be  partially  moved  to  the  hydraulic  production  plant  in
Weatherford,  Oklahoma.  While this helped to improve  shipments and  shortening
lead  times,  it added  additional  handling,  freight,  and other  costs to the
finished  products.  The new and existing equine (horse) equipment  continues to
gain  momentum in the east and other areas of the country  that have large horse
populations.  Special designs and large arena installations remain strong as the
Company  continues its marketing  efforts of this business  segment.  During the
last part of the fiscal year, the sales of cattle products  remained level while
the other non-traditional cattle products exhibited strong improvement. Sales in
rodeo equipment remain secure as the rodeo business  continues to show growth in
all parts of the United States.  With the Company continuing its solid marketing
efforts in new markets,  the  introduction  of new  products,  it should  ensure
additional  growth and market  share in fiscal 2000.  The sales  increase in the
water and  environmental  product segment  continued from its strong finish from
the end of fiscal 1998.

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

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

                                       15
<PAGE>
General and administration expense decreased as a percentage of sales to 8.9% in
1999 from 9.2% in 1998.  The total dollars  spent on general and  administrative
expenses  increased  slightly  to  $1,456,589  in 1999  from  1,431,249  in 1998
representing   an  increase  of  $25,340.   While  slight,   this  increase  was
attributable  to higher  expenses in both  operating  segments in overhead,  and
accounts  receivable  write-offs.  Management  will  continue  to take  steps to
tighten credit  policies  therefore  allowing for sales growth,  and at the same
time minimizing the risk of uncollected accounts  receivables.  The Company will
continue  to review all  administrative  expenses in the future in order to find
ways to keep costs as low as possible.

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

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

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

Total sales increased $503,855 or 3.3% to $15,576,140 in fiscal 1998 as compared
to  $15,072,285  in fiscal  1997.  Total sales in  livestock  equipment  segment
increased  $817,204 to $8,988,175 in 1998. Sales in the water and  environmental
products segment decreased $313,349 to $6,587,965 in 1998 compared to $6,901,314
in 1997.  Sales  volume  at both  Eagle of  $349,118  and W-W  Manufacturing  of
$468,086  contributed  to the increase in livestock  handling  equipment  sales.
Sales increases were realized even though the cattle industry showed a down turn
during the late winter through summer months.  Extreme dry weather conditions in
the south along with  depressed  cattle prices  contributed  to the overall poor
performance of the cattle  industry as a whole during the last half of the year.
The  continuing  efforts of  expanding  the  distributor/dealer  network,  rodeo
sponsorships,  and special designed installations contributed to the increase in
sales.  Sales continue to improve on new panel lines,  and remained  steady with
the  traditional  heavy cattle  equipment.  New and  continuing  equine  (horse)
equipment  continues to gain strength in the east and other areas of the country
that have large horse  populations.  The company  will  continue  its efforts to
produce new and redesign equipment to meet the demands of all customers. Special
designs and large installations remain strong as the Company continues to market
its products at this segment of the business.  This  livestock  segment has also
been  successful  in selling its products to other parts of the world  including
Japan, Europe, and South America.  Sales in rodeo equipment remain strong as the
rodeo business continues to show growth in all parts of the United States.  With
the Company  continuing  to expand in new market areas mainly the west and upper
midwest states, and continuing to evaluate all product lines. Sales are expected
to remain strong through fiscal 1999.

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

                                       16
<PAGE>
The water well supplies aspect of this segment  continues to be very competitive
in  pricing  and  margin.  While  this  aspect  of  the  business  remains  very
competitive,  the Company continues to expand its other division of manufactured
products.  The Company  continues  to  manufacture  various  pipes,  tanks,  and
accessories for the water,  horizontal  drilling,  waste  treatment,  and mining
industries.  The  custom  fabrication  market  continues  to grow  with  present
applications used for filtration,  drainage,  dewatering and other  construction
application.  With  the  success  of  slotted  and  perforated  pipe and the new
emerging enviroflex product,  the Company should see an improvement in sales and
profits through fiscal 1999.

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

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

Selling  expenses as a percentage of sales remained  constant at 7.6% in 1998 as
compared  to 1997.  The  selling  expenses in the  livestock  equipment  segment
decreased to 8.5% in 1998  compared to 9.2% in 1997.  The decrease is attributed
to the  continuing  improvement  in  sales  in the  distribution/dealer  network
without a  corresponding  increase in selling  expenses.  The  Company  plans to
increase  some selling  expenses in new market areas in the coming  fiscal year.
Selling expenses in the water and  environmental  products segment  increased to
6.4% in 1998  compared to 5.6% in 1997.  This increase is attributed to up front
selling and marketing expenses related to several introductions of new products.
The Company plans to pursue new markets for its products therefor  continuing to
see slight  increases in selling  expenses  throughout the balance of the fiscal
year.  It is  expected  that total  dollars  expended on selling  expenses  will
increase in fiscal  1998-1999,  but the overall sales expense will remain fairly
consistent as a percentage of sales.

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

Interest  expenses  continued  to decline in 1998 to $340,182  from  $374,522 in
1997.  The  company  continued  to pay down  debt  during  1998  reducing  it by
$432,051;  compared to a reduction of $142,742 in fiscal 1997. Subsequent to the
year-end, management has received a financial commitment for new lines of credit
with  Norwest  Business  Credit  Inc.  of  Colorado.  These  lines  are at  more
competitive  rates and the structure will

                                       17
<PAGE>
allow the Company more flexibility and should lower interest expenses throughout
1999.  The steps  taken  over the past year in  reducing  selling,  general  and
administrative, and interest expenses should continue in fiscal 1999. Management
feels that fiscal 1999 will benefit more from these cost reductions than in 1998
as they will have an effect for a twelve-month  period.  Fiscal 1999 should be a
year of continued  growth in sales and profits through the aggressive  marketing
efforts and cost  reductions  that have been  implemented in all segments of the
Company.

Fiscal Year Ended June 30, 1997 Compared to Fiscal Year Ended June 30, 1996:

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

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

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

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

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

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

                                       18
<PAGE>
Titan's Ver-ta Slot product  continues to show strong  acceptance  which product
developed for heavier wall applications found in landfills highway construction,
and various  mining  applications.  Vertical  slotted  openings are available in
various  diameters,  schedules  and types of pipe the  Company  has  develop the
Ver-ta Slot for all applications and material  including belled end, gasket end,
plain end or flush joint material

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.

                                       19
<PAGE>
Interest  expenses  declined slightly in 1998 to $374,522 from $382,901 in 1997.
This was attributable to the overall  reduction in debt in all companies through
fiscal 1997.  Management  has and will  continue to take the steps  necessary to
keep the various  subsidiary's  operations  competitive  in  products,  services
offered  and  obtaining  quality  employees.  The steps  taken in the  Livestock
Equipment  segment last fiscal  year,  as  explained  in the  following  section
comparing  Fiscal 1996 with Fiscal 1995,  have proven to be very positive  steps
for the  Company.  The Company has lowered  cost,  improved  margins,  sales and
profits.  Expenses  used to obtain new  distributors/dealers  has proven to be a
wise investment with over ten new  distributors  with over 100 store  locations.
Management  can not  guarantee  that  current  conditions  will  continue due to
outside influence that the Company can not control such as the economy, interest
rates, cattle prices,  weather conditions,  and grain prices.  However, based on
dealers, the cattle outlook, steps the Company has taken with new product, it is
expected that fiscal 1998 will continue to be profitable.

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

Impact of Year 2000:

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


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

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

Inflation:

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

Liquidity and Capital Resources:

The Company's  principal  sources of liquidity are  borrowings  under its credit
facilities and from internally generated funds. The Company generated funds from
operations  with  net  earnings  of  $104,808  and  produced  a cash  flow  from
operations of $258,104 for fiscal 1999. The funds  generated from operating cash
flow has provided adequate liquidity to meet current obligations and allow for a
net reduction in borrowings of $207,544 in 1999.

                                       20
<PAGE>
The company was in  violation  of certain loan  covenants  resulting  from prior
year's losses in 1996 and prior  periods.  These losses had hindered the company
from having the proper lines of credit during the past several  years.  With the
profits and improved cash flow generated  from the past three years,  management
has been  successful  in  arranging  new lines of credit with  Norwest  Business
Credit Inc. of Colorado.  A revolving line of credit for each operating  segment
was  established  along with a term equipment  line for the livestock  equipment
segment.  These new lines of credit enable the Company the  flexibility it needs
to allow for sales and  inventory  growth.  The Company has also been  granted a
forbearance  agreement on the real estate loan with First  American  Bank on the
Eagle  facility  through  October 31, 2000.  Another source of liquidity for the
Company is working  capital.  Working  capital has  increased to  $3,396,955  in
fiscal  1999 as  compared  to  $3,116,776  in 1998.  The  increase  in  accounts
receivables  and  inventories  during the year has resulted  from the  increased
sales growth and need to provide faster  delivery to its  customers.  Management
feels that during  fiscal 2000 present  inventory  volume will allow the Company
the ability to have the continued  sales growth  without a material  addition to
inventory  during the physical  year.  The increase in the  provision of loss on
accounts  receivable  made during  fiscal 1999 has resulted  from lack of credit
policies at the operating segments.  Management has taken steps to tighten these
policies  and  anticipates  future  write-offs  to  be  in  line  with  industry
standards.  This increase in working  capital,  new lines of credit,  along with
improved  cash  flow will  adequately  supply  the  Company  with the  liquidity
necessary to meet its obligations.

The  Company  used cash in  investing  activities  primarily  for  updating  and
purchasing of new property and equipment  needed in both segments.  In 1998, the
Company successfully sold the 94.5 acres of undeveloped real estate in Texas for
$335,000 with $198,681  being paid at closing,  net of selling  expenses and the
balance of $110,000  was being  carried on a three year note.  The loan was paid
early and the proceeds were used to equally reduce the revolving  credit line at
both operating  companies.  Cash used in financing  activities resulted in a net
decrease  in  borrowing  for the year of  $207,544.  With the  increase in sales
growth  experience,   the  Company  has  used  its  increased   revolving  lines
extensively to carry the additional inventory and accounts receivables that come
along with growth.  As the Company moves into the new fiscal year it anticipates
it can continue its assertive  marketing but will have the ability to reduce its
overall debt and interest expense.

Based on current conditions in all subsidiaries and general economic conditions,
the Company  anticipated  continuing to make a profit for fiscal 2000.  However,
management does  anticipate  that moving the W-W Livestock  Equipment plant from
Dodge City to Thomas,  Oklahoma would have some effects on profitability  during
and for a period after the move.  The Company feels that with  traditional  cash
flow  continuing to improve,  lower  overall  operating  cost,  and a new modern
production facility, that the Company will continue to improve in fiscal 2000.

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


                             W W CAPITAL CORPORATION
                   INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

                                                                          PAGE

Financial Statements:

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

Consolidated Balance Sheets as of June 30, 1999 and
June 30, 1998     .   .    .   .    .   .   .    .   .    .   .   .    F-2,F-3

Consolidated Statements of Income for the years
ended June 30, 1999, 1998 and 1997      .   .    .   .    .   .   .   .    F-4

Consolidated Statements of Stockholders' Equity for
the years ended June 30, 1999, 1998 and 1997     .   .    .   .      .     F-5

Consolidated Statements of Cash Flows for the years ended
June 30, 1999, 1998 and 1997   .    .   .   .    .   .    .   .  .    F-6, F-7

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


Financial Statement Schedules:

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

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

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


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

                                       22
<PAGE>
Independent Auditor's Report
----------------------------

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

         We have audited the  accompanying  consolidated  balance  sheets of W W
Capital  Corporation  and  subsidiaries  as of June 30,  1999 and 1998,  and the
related consolidated statements of income,  stockholders' equity, and cash flows
for the each of the three years ended June 30, 1999. These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audits.

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

         In our opinion the consolidated  financial statements referred to above
present fairly, in all material respects,  the financial position of W W Capital
Corporation  and  subsidiaries  as of June 30, 1999 and 1998, and the results of
their operations and their cash flows for each of the three years ended June 30,
1999, in conformity with generally accepted accounting principles.






                                       BROCK AND COMPANY, CPAs, P.C.


Fort Collins, Colorado
October 12, 1999
                                      F-1
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Balance Sheets
===============================================================================================
June 30                                                                      1999         1998
-----------------------------------------------------------------------------------------------
<S>                                                                      <C>          <C>
ASSETS

Current Assets
    Cash .............................................................   $  311,491   $  281,449
    Accounts receivable - trade (net of allowance for doubtful
       accounts of $115,000 in 1999 and $104,500 in 1998) ............    2,182,593    1,885,976
    Accounts receivable - other ......................................       43,545       60,593
    Inventories ......................................................    3,475,749    3,157,499
    Prepaid expenses .................................................       17,058       19,262
    Current portion of notes receivable - related parties ............          465          893
    Current portion of notes receivable - other ......................         --         20,342
                                                                         ----------   ----------
              Total current assets ...................................    6,030,901    5,426,014
                                                                         ----------   ----------



Property and Equipment - net of accumulated
    depreciation of $2,786,644 in 1999 and
    $2,561,929 in 1998 ...............................................    2,073,919    2,103,249
                                                                         ----------   ----------



Other Assets
    Long-term notes receivable - related parties (net current portion)       22,135       22,135
    Long-term notes receivable - other (net of allowance for
       doubtful accounts of $10,000 in 1998
       and current portion) ..........................................         --         99,752
    Loan acquisition costs - net of accumulated amortization
       of $11,689 in 1999 ............................................       72,266         --
    Other assets .....................................................       21,571       29,428
                                                                         ----------   ----------
              Total other assets .....................................      115,972      151,315
                                                                         ----------   ----------




              Total assets ...........................................   $8,220,792   $7,680,578
                                                                         ==========   ==========
</TABLE>


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

                                      F-2
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Balance Sheets (continued)
============================================================================================
June 30                                                                 1999           1998
--------------------------------------------------------------------------------------------
<S>                                                                <C>            <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
    Accounts payable ...........................................   $ 2,129,501    $ 1,714,738
    Accrued payroll and related taxes ..........................       216,719        225,154
    Accrued property taxes .....................................        23,062         29,646
    Accrued interest payable ...................................        19,790         25,158
    Other current liabilities ..................................           874         14,542
    Current portion of notes payable ...........................       227,000        300,000
    Current portion of capital lease obligation ................        17,000           --
                                                                   -----------    -----------
              Total current liabilities ........................     2,633,946      2,309,238
                                                                   -----------    -----------

Long - Term Liabilities
    Long-term notes payable - net of current portion ...........     2,898,626      2,860,930
    Long-term capital lease obligations - net of current portion        73,002           --
                                                                   -----------    -----------
              Net long term liabilities ........................     2,971,628      2,860,930
                                                                   -----------    -----------

              Total liabilities ................................     5,605,574      5,170,168
                                                                   -----------    -----------

Commitments and Contingency ....................................          --             --

Stockholders' Equity
    Preferred stock, $10.00 par value,
       400,000 shares authorized ...............................          --             --
    Common stock, $0.01 par value, 15,000,000 shares
       authorized, 5,540,661 shares issued in 1999 and 1998 ....        55,406         55,406
    Capital in excess of par value .............................     3,304,629      3,304,629
    Accumulated deficit ........................................      (695,911)      (800,719)
                                                                   -----------    -----------
                                                                     2,664,124      2,559,316
    Less 120,264 shares of treasury stock, at cost .............       (48,906)       (48,906)
                                                                   -----------    -----------
              Net stockholders' equity .........................     2,615,218      2,510,410
                                                                   -----------    -----------

              Total liabilities and stockholders' equity .......   $ 8,220,792    $ 7,680,578
                                                                   ===========    ===========

</TABLE>

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

                                      F-3
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Statements of Income
=======================================================================================
Years ended June 30                              1999            1998            1997
---------------------------------------------------------------------------------------
<S>                                        <C>             <C>             <C>
Net Sales ..............................   $ 16,387,043    $ 15,576,140    $ 15,072,285
Cost of Goods Sold .....................     13,302,081      12,709,034      12,212,442
                                           ------------    ------------    ------------
              Gross profit .............      3,084,962       2,867,106       2,859,843
                                           ------------    ------------    ------------

Operating Expenses
    Selling expenses ...................      1,324,702       1,188,403       1,146,090
    General and administrative expenses       1,456,589       1,431,249       1,363,831
                                           ------------    ------------    ------------
              Total operating expenses .      2,781,291       2,619,652       2,509,921
                                           ------------    ------------    ------------

Income From Operations .................        303,671         247,454         349,922
                                           ------------    ------------    ------------


Other Income (Expense)
    Interest income ....................         70,580          81,910          74,939
    Interest expense ...................       (293,632)       (340,182)       (374,522)
    Realized and unrealized loss on
       real estate held for sale .......           --           (72,354)           --
    Gain on property and equipment
       dispositions ....................          1,653          87,122           6,629
    Other income (expense) - net .......         22,536          83,470         (28,848)
                                           ------------    ------------    ------------
              Net other income (expense)       (198,863)       (160,034)       (321,802)
                                           ------------    ------------    ------------

Earnings Before Income Taxes ...........        104,808          87,420          28,120

Income Tax .............................           --              --              --
                                           ------------    ------------    -------------

              Net earnings .............   $    104,808    $     87,420    $     28,120
                                           ============    ============    ============

Earnings Per Common Share
    Basic
       Net earnings ....................   $      0 .02    $       0.02    $       0.00
       Weighted average number of
          common shares ................      5,540,661       5,540,661       5,530,661

    Diluted
       Net earnings ....................   $       0.02    $       0.02    $       0.00
       Weighted average number of
          common shares ................      5,540,661       5,560,794       5,549,544
</TABLE>

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

                                      F-4
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Statements of Stockholders' Equity
===================================================================================================================================
Years ended June 30, 1999, 1998 and 1997
-----------------------------------------------------------------------------------------------------------------------------------
                                        Common Stock                                              Treasury Stock
                                   ----------------------      Capital                      ------------------------     Total
                                   Number of        Par       In Excess    Accumulated      Number of                 Stockholders'
                                    Shares         Value    of Par Value     Deficit          Shares         Cost        Equity
                                   ---------   -----------   -----------   -----------     -----------   -----------    -----------
<S>                                <C>         <C>           <C>           <C>                <C>        <C>            <C>
Balance, July 1, 1996 ..........   5,530,661   $    55,306   $ 3,304,099   $  (916,259)       (20,264)   $   (18,906)   $ 2,424,240

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

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

Balance, June 30, 1997 .........   5,540,661        55,406     3,304,629      (888,139)       (20,264)       (18,906)     2,452,990

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

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

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

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

Balance, June 30, 1999 .........   5,540,661   $    55,406   $ 3,304,629   $  (695,911)      (120,264)   $   (48,906)   $ 2,615,218
                                 ===========   ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>

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

                                      F-5
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows
=============================================================================================================
Years ended June 30                                                       1999           1998           1997
-------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>            <C>            <C>
Cash Flows From Operating Activities
    Net earnings ................................................   $   104,808    $    87,420    $    28,120
    Adjustments to reconcile net earnings
      to net cash provided by operating activities
        Depreciation ............................................       340,557        394,230        408,561
        Amortization ............................................        11,689           --             --
        Gain on dispositions of property and equipment ..........        (1,653)       (87,122)        (6,629)
        Loss on sale of real estate held for sale ...............          --           72,354           --
        Provision for loss on accounts and notes receivable .....       133,703         87,795         17,756
        Other ...................................................          --             --           (3,991)
    Net changes in assets and liabilities
        Accounts receivable .....................................      (420,568)         5,947       (261,134)
        Inventories .............................................      (318,250)       183,657         86,352
        Other current and non-current assets ....................        27,110         (5,290)        19,471
        Accounts payable, accrued expenses and
          other current liabilities .............................       380,708       (456,312)        10,946
                                                                    -----------    -----------    -----------
              Net cash provided by operating activities .........       258,104        282,679        299,452
                                                                    -----------    -----------    -----------



Cash Flows From Investing Activities
    Proceeds from sale of real estate ...........................          --          198,681           --
    Additions to real estate held for sale ......................          --             --           (1,621)
    Proceeds from sale of property and equipment ................         3,000        124,424          9,100
    Purchases of property and equipment .........................      (134,287)      (265,152)       (85,519)
    Proceeds from notes receivable, other .......................       110,341          6,209        140,464
    Proceeds from stockholders' notes receivable ................           428          9,286         25,583
                                                                    -----------    -----------    -----------
              Net cash provided by (used in) investing activities       (20,518)        73,448         88,007
                                                                    -----------    -----------    -----------



Cash Flows From Financing Activities
    Borrowings on lines of credit ...............................          --             --          100,000
    Payments on lines of credit .................................          --         (150,000)          --
    Borrowings on notes payable .................................     7,980,226         49,506           --
    Payments on notes payable ...................................    (8,092,183)      (319,984)      (243,104)
    Payment on capital leases ...................................       (11,632)       (11,573)       (18,634)
    Payment of loan acquisition costs ...........................       (83,955)          --             --
    Net proceeds from issuance of common stock ..................          --             --              630
                                                                    -----------    -----------    -----------
              Net cash used in financing activities .............      (207,544)      (432,051)      (161,108)
                                                                    -----------    -----------    -----------
</TABLE>

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

                                      F-6
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows (continued)
========================================================================================
Years ended June 30                                       1999        1998         1997
----------------------------------------------------------------------------------------
<S>                                                   <C>         <C>          <C>
Net Increase (Decrease) in Cash ...................   $  30,042   $ (75,924)   $ 226,351


Cash, Beginning of year ...........................     281,449     357,373      131,022
                                                      ---------   ---------    ---------


Cash, End of year .................................   $ 311,491   $ 281,449    $ 357,373
                                                      =========   =========    =========


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

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

    Installment loans and capital leases to acquire
      property  and equipment .....................   $ 178,287   $    --      $  18,869

    Cash paid during the period for interest ......   $ 301,624   $ 334,092    $ 377,909
</TABLE>

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



                                      F-7
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
================================================================================


Note 1 - Summary of Significant Accounting Policies

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

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

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

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

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

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

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

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

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

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

                                      F-8
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
================================================================================


Note 1 -       Summary of Significant Accounting Policies (continued)

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

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

               Stock-Based Compensation.  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.

               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, 1999 and 1998 $14,055 and $24,708 of advertising cost
          was  reported  as assets.  Advertising  expense  for each of the three
          years  ended  June  30,  1999 was  $100,821,  $110,082,  and  $97,556,
          respectively.

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

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

                                      F-9
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
================================================================================


Note 2 - Related Party Transactions

               Receivables.   Notes   receivable  from   stockholders   and  all
          affiliated entities consisted of the following at June 30:
<TABLE>
<CAPTION>
                                                                            1999         1998
                                                                         ---------    ---------
<S>                                                                      <C>         <C>
               Note receivable from a partnership  owned by certain of
          the  Company's  stockholders  bears  interest at 9%.  During
          October  1997,  the note was  renegotiated  to  provide  for
          annual   installments   of  $2,500   through  2017  and  for
          collateral consisting of shares of the Company's
          common stock owned by the partners ..........................   $ 22,600    $ 23,028

                  Less current portion ................................       (465)       (893)
                                                                          --------    --------
                                                                          $ 22,135    $ 22,135
                                                                          ========    ========
</TABLE>
               During the years ended June 30, 1999,  1998 and 1997, the Company
          recorded  interest  income of $2,072,  $2,072 and $4,365 for the notes
          receivable from related parties.

               Accounts  receivable - other includes an advance to a Director of
          the  Company  with $925 and $1,500  outstanding  at June 30,  1999 and
          1998.  Director  fees and  expenses of $575 were  applied  against the
          balance during 1999.

               Notes  Payable  to  Stockholder.   The  Company  has  outstanding
          balances  of $14,521 and $21,107  payable to a former  stockholder  of
          Titan as of June 30,  1999  and  1998,  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, 1999,  1998 and 1997, the Company
          incurred interest expense of $1,814, $2,525 and $3,004,  respectively,
          on the notes payable to stockholder.

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

               Other.  During  September  1998, the Company agreed to settle its
          claim against Jerry R. Bellar  (Bellar),  a stockholder of the Company
          and a former stockholder of Eagle Enterprises, Inc., and Bellar agreed
          to  settle  claims  against  the  Company  asserted  by  him  and  two
          affiliated  companies.  The  settlement  agreement  provided  for  the
          cancellations  of amounts due to the Company  from Bellar  recorded at
          $167,572, and amount payable by the Company to Bellar of $150,000. The
          Company  paid $20,000 to Bellar in September  1998.  The  accompanying
          financial  statements  reflect the amounts agreed to in the settlement
          as of June 30, 1998.

               The  Company  has  entered  into the  transactions  with  related
          parties as disclosed above during the three-year period ended June 30,
          1999. The Company has not attempted to determine whether any or all of
          such  transactions  have been consummated on terms equivalent to those
          that would have prevailed in arm's length transactions.

                                      F-10
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
================================================================================
<TABLE>
<CAPTION>
Note 3 - Inventories

     Inventories consisted of the following at June 30:
                                                                                      1999           1998
                                                                                  -----------    -----------
<S>                                                                               <C>            <C>
                           Raw materials ......................................   $   420,494    $   390,607
                           Work-in-process ....................................       240,573        207,079
                           Finished goods .....................................     2,814,682      2,559,813
                                                                                  -----------    -----------
                                                                                  $ 3,475,749    $ 3,157,499
                                                                                  ===========    ===========
</TABLE>
<TABLE>
<CAPTION>
Note 4 - Property and Equipment

                  Property and equipment consisted of the following at June 30:
                                                                                       1999           1998
                                                                                  -----------    -----------
<S>                                                                               <C>            <C>
                        Land and improvements .................................   $   156,262    $   156,262
                        Building and improvements .............................     1,515,956      1,515,956
                        Leasehold improvements ................................       213,045        209,375
                        Machinery and equipment ...............................     1,893,574      1,845,245
                        Office equipment ......................................       403,157        385,897
                        Automobiles and trucks ................................       641,464        548,908
                        Construction in progress ..............................        37,105          3,535
                                                                                  -----------    -----------
                                                                                    4,860,563      4,665,178
                        Less accumulated depreciation and amortization ........    (2,786,644)    (2,561,929)
                                                                                  -----------    -----------
                                                                                  $ 2,073,919    $ 2,103,249
                                                                                  ===========    ===========
</TABLE>
Note 5 -  Investment in Real Estate

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


Note 6 - Employee Benefit Plans

               401(k)  Plan.  The  Company  has a 401(k)  Saving  Plan,  whereby
          eligible  employees,  who have one half year of service and are age 21
          or older,  may contribute up to 20% of their salary up to a maximum as
          allowed  by  the  Internal   Revenue   Code.   The  Company  may  make
          discretionary  matching  contributions  on the  first  4% of  employee
          contributions  vesting at 25% per year after  three  years of service.
          During the years ended June 30, 1999, 1998, and 1997, the Company made
          $7,255, $7,729 and $7,397 in discretionary contributions to the Plan.

               Stock  Options.  The Company has an Incentive  Stock Option Plan.
          Under this Plan, the Board of Directors or its designated committee is
          authorized to grant officers and key employees  options to purchase up
          to 950,000  shares of the Company's  common  stock.  At June 30, 1999,
          options to purchase 702,500 shares of common stock are available to be
          granted by the Company under the plan. These options have a three-year
          vesting period.


                                      F-11
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
================================================================================


Note 6 - Employee Benefit Plans (continued)

               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 187,668
         shares at option prices ranging from $0.063 to $2.50 per share of which
         177,668 are outstanding as of June 30, 1999. Options to purchase 10,000
         shares of common stock for $0.063 per share were exercised during 1998.
         These options will expire five or ten years after issuance.

               The following stock options are outstanding at June 30, 1999:

                                      Number                          Number
                                   of Options        Exercise       of Options
                    Issue Date     Outstanding       Price         Exercisable
             --------------------  -----------    -----------      -----------
             December 14, 1990        10,000        $1.00             10,000
             May 1, 1992              25,000        $2.50             25,000
             February 26, 1993        50,000        $1.50             50,000
             July 1, 1993             26,001        $0.8125           26,001
             June 10, 1994           172,500        $0.75            172,500
             July 1, 1994             26,667        $0.75             26,667
             July 1, 1995             30,000        $0.5625           30,000
             July 1, 1996             20,000        $0.0625           20,000
             July 1, 1997             10,000        $0.17             10,000
             July 1, 1998             10,000        $0.30             10,000
             July 1, 1998             20,000        $0.13             20,000
             July 1, 1999             30,000        $0.0625           30,000
                                   ---------                       ---------
                                     430,168                         430,168
                                    ========                        ========


Note 7 - Short-Term Notes Payable

                  The Company had revolving  lines of credit until May 31, 1998,
         at which time all  outstanding  balances were  converted to term loans.
         The  short-term   debt  was  refinanced  on  a  long-term   basis  and,
         accordingly,  is recorded as long-term debt. During the year ended June
         30, 1998,  the weighted  average  interest rate on short-term  debt was
         11.07%,  the maximum  outstanding  during the year was $1,834,000,  and
         average short-term debt outstanding was $1,746,500.


Note 8 - Long-Term Debt
<TABLE>
<CAPTION>
           Long-term debt consists of the following at June 30:
                                                                             1999           1998
                                                                          ----------    ------------
<S>                                                                     <C>             <C>
           Financial Institutions
           ----------------------

                Revolving note payable bears interest at 1.5% above the
           Bank's base rate (total  interest  rate of 9.25% at June 30,
           1999). The note is subject to various  conditions  described
           below  and  provides  for  the  issuance  of  $1,300,000  of
           revolving credit debt. The agreement matures October 2001 ..  $1,046,669      $   --

                                      F-12
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
====================================================================================================

Note 8 - Long-Term Debt (continued)

                                                                             1999           1998
                                                                          ----------    ------------

                 Revolving note payable bears interest at 1.5% above the
            Bank's base rate (total  interest  rate of 9.25% at June 30,
            1999). The note is subject to various  conditions  described
            below  and  provides  for  the  issuance  of  $1,250,000  of
            revolving credit debt. The agreement matures October 2001.   $  964,603      $   --

                 Note  payable  bears  interest  at  8.5%  and is due in
            monthly  installments  of $8,300,  including  principal  and
            interest.   The  note   matured   in   April   1998  and  is
            collateralized   by  real  estate   located  in  Livingston,
            Tennessee,  and  machinery  and  equipment.  The Company was
            granted a forbearance  until October 2000 while  alternative
            financing is arranged ......................................    308,290         392,103

                 Term note payable bears  interest at 2% over the Bank's
            base rate (total  interest  rate of 9.75% at June 30, 1999).
            The note is due in monthly principal  installments of $5,700
            plus   interest   through   October   2001.   The   note  is
            collateralized by equipment, inventory, intangibles and
            receivables ................................................    218,540             --

                 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 ............................    189,889        199,336

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

                 Mortgage note payable  bears  interest at 1.5% over the
            New York Chase prime rate (total  interest  rate of 9.25% at
            June 30, 1999) and is due in monthly installments, including
            principal and interest, of $1,041 through May 2005, at which
            time the  remaining  balance  becomes  due.  The mortgage is
            collateralized  by  real  estate  located  in   Weatherford,
            Oklahoma ...................................................     56,760        63,484

                                      F-13
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
=====================================================================================================

Note 8 - Long-Term Debt (continued)
                                                                            1999          1998
                                                                        ----------    ----------

                 Note  payable  bears  interest  at  10%  and  is due in
            monthly   installments  of  $766,  including  principal  and
            interest.   The   note   matures   in  June   2002   and  is
            collateralized by equipment in Weatherford, Oklahoma .....   $   23,636    $   30,106

                 Notes  payable  bearing  interest at rates ranging from
            8.2% to 8.25% and are due in monthly installments, including
            principal and interest, totaling $842 through July 2001, and
            $397  through  June 2002.  The notes are  collateralized  by
            vehicles ...................................................     22,813          --

                 Note  payable  bears  interest  at 9.77%  and is due in
            monthly   installments  of  $707,  including  principal  and
            interest,  through April 2000. The note is collateralized by
            equipment ..................................................      6,791        14,273

                 Note  payable  bearing  interest at 8.99% and is due in
            monthly  installments,  including principal and interest, of
            $600 through January 2000. The note is  collateralized  by a
            vehicle ....................................................      4,094        10,595

                 Notes paid in full during 1999...........                      --      2,172,312
                                                                         ----------    ----------
                                                                          2,899,380     2,882,209
                                                                         ----------    ----------
            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 .........................................    106,680       129,221

                 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 ................................................     96,864       103,838

                 Note  payable  bears  interest  at 5.25%  and is due in
            quarterly installments, including principal and interest, of
            $675. The note is unsecured ................................      8,181        10,525

                 Note paid in full during 1999 .........................        --         14,030
                                                                         ----------    ----------
                                                                            211,725       257,614
                                                                        ----------    ----------
                                      F-14
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
====================================================================================================


Note 8 - Long-Term Debt (continued)
                                                                          1999           1998
                                                                      ------------    ----------

                  Related Party                                       $     14,521    $   21,107
                                                                      ------------    ----------
                                                                         3,125,626     3,160,930
                  Less current portion                                    (227,000)     (300,000)
                                                                      ------------    ----------
                                                                        $2,898,626    $2,860,930
                                                                        ==========    ==========
</TABLE>
               Revolving   notes  payable  in  the  amount  of  $2,011,272   are
          collateralized by equipment,  intangibles,  inventory and receivables.
          The debt is subject to borrowing  base  limitations of 80% of eligible
          accounts receivable and 50% of eligible inventory.  The loan agreement
          contains  certain  covenants  including the maintenance of minimum net
          income and  limitations on the  acquisition of property and equipment.
          The loans provide for charges of .25% on unused revolving credit lines
          and for payment  penalties in the event the  agreement  is  terminated
          prior to the maturity  date.  Receivable  collections  are used to pay
          down the note on a daily basis.  After two business days,  these funds
          are available for borrowing subject to the borrowing base limitations.
          Approximately  $2,530,000 of the Company's  consolidated net assets at
          June  30,  1998  are   considered  to  be  restricted  net  assets  of
          consolidated subsidiaries.

               The aggregate maturities of long-term debt are as follows at June
          30, 1999:

                          Year
                          ----
                          2000                      $   227,000
                          2001                          382,372
                          2002                        2,215,972
                          2003                           72,991
                          2004                           35,742
                      Thereafter                        191,549
                                                        -------
                                                     $3,125,626
                                                     ==========

Note 9 - Lease Commitments

               Capital   Leases.   The  Company  leases  certain   manufacturing
          equipment  under  five  capital  leases  which  expire in August  2003
          through January 2004. Assets under capital leases are recorded at fair
          value and are amortized over their estimated  useful lives. The leased
          equipment  has a cost of  $112,441  and  accumulated  amortization  of
          $12,769 at June 30, 1999.

               Future  minimum  lease  payments  required  under   noncancelable
          capital leases are as follows at June 30, 1999.

                Year
                ----
                2000                                                 $ 25,101
                2001                                                   25,101
                2002                                                   25,101
                2003                                                   25,101
                2004                                                    9,422
                                                                     --------
                Total minimum lease payments                          109,826
                Less: amount representing interest                    (19,824)
                                                                     --------
                Present value of net minimum lease payments          $ 90,002
                                                                     ========
                                      F-15
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
================================================================================


Note 9 - Lease Commitments (continued)

               Operating Leases. In March 1997, the Company entered into a three
          year lease for office  space.  The lease  provides for monthly  rental
          payments of $2,312  escalating  to $2,477 for the period from April 1,
          1997 through April 30, 2000. Additionally,  the Company entered into a
          three year lease for warehouse  space.  The lease provides for monthly
          rental payments of $1,500 through October 2001.

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

               Future minimum rental payments under operating  leases as of June
          30, 1999 are as follows:

                                  Warehouse and    Vehicles and
            Year                  Office Space       Equipment      Total
            ----                   ---------       ------------  -----------
            2000                   $ 40,296         $ 88,321      $128,617
            2001                     18,000           52,951        70,951
            2002                      6,000           29,180        35,180
            2003                       --              9,871         9,871
            2004                       --               --            --
                                   --------         --------      --------
Total minimum payments required    $ 64,296         $180,323      $244,619
                                   ========         ========      ========

               The  Company  also  leases  various   facilities  under  informal
          agreements.  Rental expense under operating leases for the years ended
          June 30,  1999,  1998 and 1997  amounted to  $212,188,  $168,799,  and
          $186,715, respectively.


Note 10 - Segmented Information and Reconciliation

               The Company's  operations are classified into principal  industry
          segments;  W-W  Manufacturing and Eagle,  which  consolidated into one
          legal entity in 1999,  manufacture and distribute  livestock  handling
          equipment,  and Titan which processes and  distributes  water well and
          environmental   supplies.   Following   is  a  summary  of   segmented
          information for each of the three years in the period ended June 30:
<TABLE>
<CAPTION>
                                                   1999            1998            1997
                                               ------------    ------------    ------------
<S>                                            <C>             <C>             <C>
Net Sales:
    Livestock handling equipment ............  $  9,108,446    $  8,988,175    $  8,170,971
    Water well and environmental supplies ...     7,278,597       6,587,965       6,901,314
                                               ------------    ------------    ------------
        Total net sales .....................  $ 16,387,043    $ 15,576,140    $ 15,072,285
                                               ============    ============    ============


Operating Earnings:
    Livestock handling equipment ............  $    422,019    $    427,900    $    463,712
    Water well and environmental supplies ...       283,644         246,676         432,221
                                               ------------    ------------    ------------
        Total operating earnings ............       705,663         674,576         895,933
    Corporate and other (1) .................      (600,855)       (587,156)       (867,813)
                                               ------------    ------------    ------------
    Earnings before income taxes ............  $    104,808    $     87,420    $     28,120
                                               ============    ============    ============
</TABLE>
                                      F-16
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
================================================================================
Note 10 - Segmented Information and Reconciliation (continued)
<TABLE>
<CAPTION>
                                                 1999         1998         1997
                                              ----------   ----------   ----------
<S>                                           <C>          <C>          <C>
Identifiable Assets:
    Livestock handling equipment ..........   $3,953,879   $3,704,490   $4,056,207
    Water well and environmental supplies .    4,231,583    3,803,234    4,015,170
                                              ----------   ----------   ----------
                                               8,185,462    7,507,724    8,071,377
    General corporate assets (2) ..........       35,330      172,854      607,716
                                              ----------   ----------   ----------
        Total assets as reported in
              accompanying consolidated
             balance sheets ...............   $8,220,792   $7,680,578   $8,679,093
                                              ==========   ==========   ==========

Capital Expenditures:
    Livestock handling equipment ..........   $  174,648   $  151,050   $   31,657
    Water well and environmental supplies .      176,974      174,087       43,495
    Corporate .............................          599       19,473        4,226
                                              ----------   ----------   ----------
        Total capital expenditures ........   $  352,221   $  344,610   $   79,378
                                              ==========   ==========   ==========

Depreciation and Amortization:
    Livestock handling equipment ..........   $  232,683   $  277,914   $  272,915
    Water well and environmental supplies .       87,771       96,442      113,449
    Corporate .............................       31,792       19,874       22,197
                                              ----------   ----------   ----------
        Total depreciation and amortization   $  352,246   $  394,230   $  408,561
                                              ==========   ==========   ==========

Interest Income:
    Livestock handling equipment ..........   $   19,537   $   20,737   $   16,141
    Water well and environmental supplies .       43,958       55,027       58,798
    Corporate .............................        7,085        6,146         --
                                              ----------   ----------   ----------
        Total interest income .............   $   70,580   $   81,910   $   74,939
                                              ==========   ==========   ==========

Interest Expense:
    Livestock handling equipment ..........   $  164,708   $  194,921   $  217,535
    Water well and environmental supplies .      128,877      144,566      154,912
    Corporate .............................           47          695        2,075
                                              ----------   ----------   ----------
        Total interest expense ............   $  293,632   $  340,182   $  374,522
                                              ==========   ==========   ==========
<FN>

        (1)    Corporate and other includes corporate general and administrative
               expenses,  net interest expense and other nonoperating income and
               expense items.

        (2)    General  corporate  assets are principally  notes  receivable and
               corporate fixed assets.
</FN>
</TABLE>
                                      F-17

<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
================================================================================


Note 11 - Income Taxes

               The provision for income taxes is as follows at June 30:
<TABLE>
<CAPTION>
                                                     1999        1998        1997
                                                   --------    --------    --------
<S>                                                <C>         <C>         <C>
Current
    Federal ....................................   $ 64,800    $ 72,700    $ 30,800
    State ......................................     10,500      23,300      14,400
Deferred .......................................       --          --          --
         Tax benefit of net operating loss .....    (75,300)    (96,000)    (45,200)
                                                    -------     -------     -------
                                                   $   --      $   --      $   --
                                                   ========    ========    ========
</TABLE>
               A reconciliation of income at the statutory rate to the Company's
          effective rate is as follows at June 30:
<TABLE>
<CAPTION>
                                                       1999      1998      1997
                                                      ------    ------    ------
<S>                                                   <C>       <C>       <C>
Federal statutory rate .......................        34.00%    34.00%    34.00%
Non deductible expenses ......................         9.14      9.51     23.44
Basis difference in assets and liabilities ...        22.98     (4.60)    (8.90)
Capital loss and reversal of non
    deductible write down of real estate .....          --      (8.38)      --
Change in deferred tax asset
    valuation allowance and net
    operating loss ...........................       (67.82)   (30.53)   (49.47)
Other ........................................         1.70       --        .93
                                                      -----     -----     -----
                                                        -- %      -- %      -- %
                                                      =====     =====     =====
</TABLE>
               Deferred  tax  assets  and   liabilities  are  comprised  of  the
          following at June 30:
<TABLE>
<CAPTION>
                                                 1999         1998         1997
                                               --------    ---------    ---------
<S>                                            <C>         <C>          <C>
Deferred Tax Assets:
    Net operating loss carryforward            $104,100    $ 238,000    $ 239,979
    Allowance for doubtful accounts              42,900       38,900       48,960
    Inventory .............................      32,400       28,500       34,775
    Accrued salaries ......................      31,000       26,700       19,242
    Other .................................       2,900         --           --
                                              ---------    ---------    ---------
           Total deferred tax assets ......     213,300      332,100      342,956

Deferred Tax Liabilities:
    Depreciation of property and equipment     (124,400)    (135,000)    (176,834)
    Valuation allowance ...................     (88,900)    (197,100)    (166,122)
                                              ---------    ---------    ---------
    Deferred taxes - net ..................   $    --      $    --      $    --
                                              =========    =========    =========

Current deferred tax asset ................   $    --      $    --      $    --
Long-term deferred tax liability ..........        --           --           --
                                              ---------    ---------    ---------

                                              $    --      $    --      $    --
                                              =========    =========    =========
</TABLE>
               At June 30, 1999, the Company has  approximately  $279,000 of net
          operating  loss  available  for  carryforward  to offset future year's
          taxable  revenue.  The loss carry  forward  expires  at various  times
          through the year 2011, if not utilized earlier.

               At June 30, 1999, the Company has capital loss  carryforwards  in
          the amount of  $288,000  which no benefit has been  recognized  due to
          uncertainty as to realization.

                                      F-18
<PAGE>
W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
================================================================================

Note 12 - Significant Group Concentrations of Credit Risk

                  The Company's  business activity is in two industry  segments,
         livestock handling equipment and water well and environmental supplies.
         W-W   Manufacturing's   livestock  handling  equipment   customers  are
         principally  resellers  and  are  primarily  located  in  the  Midwest,
         Tennessee and Georgia,  while  Titan's water well supply  customers are
         principally located in the states of Nebraska,  Oklahoma and Kansas. At
         June  30,  1999,  W-W  Manufacturing's  accounts  receivable,   net  of
         allowance for doubtful accounts, totaled $1,121,613 and Titan's totaled
         $991,724.


Note 13 - Fair Value of Financial Instruments

                  The Company discloses fair value to the extent practicable for
         financial  instruments  which are  recognized  or  unrecognized  in the
         balance  sheet.  The fair value of the financial  statements  disclosed
         herein is not  necessarily  representative  of the amount that could be
         realized  or  settled,  nor does the fair  value  amount  consider  tax
         consequences  of  realization.   The  carrying  value  of  cash,  trade
         receivables,  notes  receivables and accounts payable and variable rate
         debt  instruments   approximate  fair  value.  The  carrying  value  of
         long-term  debt  approximates  fair  value  in 1999 and 1998 due to the
         scheduled maturities and restrictive provisions of the debt.


Note 14 - Contingency

                  The Company is negotiating  with the Thomas Oklahoma  Economic
         Development   Trust  Authority  (Trust   Authority)  to  lease  certain
         facilities  and acquire  certain  benefits.  If finalized,  the Company
         intends to relocate its Dodge City,  Kansas and  Weatherford,  Oklahoma
         facilities to the new facility in Thomas, Oklahoma. The finalization of
         the  agreement  is  contingent  upon,  among  other  things,  the Trust
         Authority receiving certain grants and other funding concessions.


                                      F-19
<PAGE>
Independent Auditors' Report



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


         We have audited the  accompanying  consolidated  balance  sheets of W W
Capital  Corporation as of June 30, 1999 and 1998, and the related statements of
income,  stockholders'  equity and cash flows for each of the three  years ended
June 30, 1999,  and have issued our report  thereon dated October 12, 1999.  Our
audit also included the financial statement schedules of W W Capital Corporation
listed in Item 14. These financial statement schedules are the responsibility of
the Company's  management.  Our responsibility is to express an opinion based on
our audits. In our opinion, such financial statement schedules,  when considered
in relation to the basic financial  statements taken as a whole,  present fairly
in all material respects the information set forth therein.








                                          BROCK AND COMPANY, CPAs, P.C.


Fort Collins, Colorado
October 12, 1999



                                       S-1


<PAGE>
W W CAPITAL CORPORATION

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

June 30                                                          1999           1998
--------------------------------------------------------------------------------------
<S>                                                         <C>            <C>
ASSETS

Current Assets
   Cash .................................................   $     5,100    $    12,495
   Accounts receivable, subsidiaries ....................        90,716         47,672
   Current portion of notes receivable ..................          --           20,000
   Other current assets .................................         6,585          7,210
                                                            -----------    -----------
              Total current assets ......................       102,401         87,377
                                                            -----------    -----------

Equipment, net of accumulated depreciation
   of $135,504 in 1999 and $115,401 in 1998 .............        21,333         40,837
                                                            -----------    -----------

Other Assets
   Note receivable, net of current portion ..............          --           90,000
   Investment in wholly owned subsidiaries ..............     2,530,096      2,366,663
   Other assets .........................................         2,312          2,312
                                                            -----------    -----------
              Total other assets ........................     2,532,408      2,458,975
                                                            -----------    -----------
              Total assets ..............................   $ 2,656,142    $ 2,587,189
                                                            ===========    ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Accounts payable .....................................   $    29,969    $    66,044
   Accrued expenses .....................................        10,955         10,735
                                                            -----------    -----------
              Total current liabilities .................        40,924         76,779
                                                            -----------    -----------

Stockholders' Equity
   Preferred stock, $10.00 par value, 400,000
      shares authorized .................................          --             --
   Common stock, $0.01 par value, 15,000,000 shares
      authorized, 5,540,661 shares issued and outstanding
      at June 30, 1999 and 1998 .........................        55,406         55,406
   Capital in excess of par value .......................     3,304,629      3,304,629
   Retained earnings (deficit) ..........................      (695,911)      (800,719)
                                                            -----------    -----------
                                                              2,664,124      2,559,316
   Less 120,264 shares of treasury stock at cost ........       (48,906)       (48,906)
                                                            -----------    -----------
              Total stockholders equity .................     2,615,218      2,510,410
                                                            -----------    -----------
              Total liabilities and stockholders' equity    $ 2,656,142    $ 2,587,189
                                                            ===========    ===========
</TABLE>

                                      S-2
<PAGE>
W W CAPITAL CORPORATION

Schedule I - Condensed Financial Information of Registrant
<TABLE>
<CAPTION>
Statements of Operations
=====================================================================================

Years ended June 30                                  1999        1998         1997
-------------------------------------------------------------------------------------

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

Operating Expenses
   General and administrative ................     405,535      427,120      546,011
                                                 ---------    ---------    ---------

              Operating loss .................     (69,535)     (91,120)     (66,011)

Other Income (Expense)
   Interest income ...........................       7,085        6,145         --
   Interest expense ..........................         (47)        (695)      (2,075)
   Realized and unrealized loss on asset sales
      and real estate held for sale ..........         --       (72,354)       3,319
   Other income (expense) ....................       3,872        1,524       (2,960)
   Equity in earnings of subsidiary
      before income taxes ....................     163,433      243,920       95,847
                                                 ---------    ---------    ---------
              Earnings before income taxes ...     104,808       87,420       28,120

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

              Net earnings ...................   $ 104,808    $  87,420    $  28,120
                                                 =========    =========    =========
</TABLE>

                                      S-3
<PAGE>
W W CAPITAL CORPORATION

Schedule I - Condensed Financial Information of Registrant
<TABLE>
<CAPTION>
Statement of Cash Flows
===============================================================================================

Years ended June 30 June 30                                  1999         1998         1997
-----------------------------------------------------------------------------------------------
<S>                                                       <C>          <C>          <C>
Net Cash Flows Used In Operating Activities ...........   $(116,796)   $(129,351)   $(160,089)
                                                          ---------    ---------    ---------

Cash Flows From Investing Activities
   Investment in subsidiaries .........................        --        (40,351)     179,415
   Proceeds from the sale of real estate ..............        --        198,681         --
   Proceeds from notes receivable collections .........     110,000        2,500         --
   Proceeds from sales of property and equipment ......        --           --          4,000
   Purchase of equipment ..............................        (599)     (19,474)      (4,226)
   Additions to real estate held for sale .............        --           --         (1,621)
                                                          ---------    ---------    ---------
              Net cash provided by investing activities     109,401      141,356      177,568
                                                          ---------    ---------    ---------

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

Net Increase (Decrease) in Cash .......................      (7,395)        (565)       6,345

Cash, Beginning of year ...............................      12,495       13,060        6,715
                                                          ---------    ---------    ---------

Cash, End of Year .....................................   $   5,100    $  12,495    $  13,060
                                                          =========    =========    =========

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

Supplemental Disclosure of Cash Flow Information
     Cash paid during the year for:
         Interest .....................................   $      47    $     695    $   2,075
                                                          =========    =========    =========
</TABLE>

                                      S-4
<PAGE>
W W CAPITAL CORPORATION

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


Note 1 - Related Party Transactions

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

               The following amounts related to wholly owned subsidiaries of the
          Company were eliminated in the  consolidated  financial  statements of
          the Company but are reflected in this condensed financial statement of
          registrant.  W-W  Manufacturing  and Eagle were  consolidated into one
          legal entity  during the fiscal year ended June 30, 1999.  Amounts for
          1998 and 1997 have been  reclassified to present the amounts as if the
          consolidation has occurred in 1997, without effecting total amounts.

<TABLE>
<CAPTION>
                                           1999        1998         1997
                                       ----------   ---------    ---------
     <S>                                    <C>          <C>          <C>
Amounts receivable (payable) at June 30:

    W-W Manufacturing Co. Inc. .....   $ 381,689    $ 318,404    $  79,552
    Titan Industries, Inc. .........    (290,973)    (270,732)    (239,903)
                                       ---------    ---------    ---------
                                       $  90,716    $  47,672    $(160,351)
                                       =========    =========    =========
Management fee income for:

    W-W Manufacturing Co. Inc. .....   $ 192,000    $ 180,000    $ 240,000
    Titan Industries, Inc. .........     144,000      156,000      240,000
                                       ---------    ---------    ---------
                                       $ 336,000    $ 336,000    $ 480,000
                                       =========    =========    =========
Equity in subsidiary operations for:

    W-W Manufacturing Co. Inc. .....   $ 105,551    $ 161,154    $  (1,485)
    Titan Industries, Inc. .........      57,882       82,766       97,332
                                       ---------    ---------    ---------
                                       $ 163,433    $ 243,920    $  95,847
                                       =========    =========    =========
</TABLE>

                                      S-5
<PAGE>
W W CAPITAL CORPORATION
<TABLE>
<CAPTION>
Schedule II - Valuation and Qualifying Accounts
Years ended June 30, 1999
==============================================================================================

                                                        Additions
                                                   --------------------
                                      Balance at   Charged to  Charged                Balance
                                      Beginning    Costs and   to Other              at End of
           Description                of Period    Expenses    Accounts  Deductions   Period
           -----------                ---------    --------    --------  ----------   ------
<S>                                   <C>        <C>        <C>          <C>        <C>
June 30, 1999
   Allowance for doubtful accounts:
       Accounts receivable ........   $104,500   $123,951   $     --     $113,451   $115,000
       Notes receivable ...........     10,000      9,752         --       19,752       --

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

June 30, 1997
   Allowance for doubtful accounts:
       Accounts receivable ........    143,632     17,756         --       27,388    134,000
       Notes receivable ...........     10,535       --           --          535     10,000
</TABLE>


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

Not Applicable

                                       23
<PAGE>
PART III

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

The  Officers  of the  Company  are  elected at the Board of  Directors'  annual
organizational  Meeting immediately following the Annual Stockholders'  Meeting.
Such officers hold office until their  successors  are elected and qualify.  The
following  information  indicates  the  position  and age of the  directors  and
officers as of October 15, 1999, and their business  experience during the prior
five years.

DAVID L. PATTON age 68, was elected to the Board of  Directors of the Company in
December  1991,  and  Chairman  of the Board in  December  1993.  Mr.  Patton is
presently a Judge in the Court of Tax Appeals for the State of Kansas, and was a
former partner with the law firm of Patton,  Kerbs & Hess in Dodge City, Kansas.
Mr.  Patton was a  co-founder  of Titan  Industries,  Inc.,  which is  currently
operated as a wholly-owned subsidiary of the Company.

STEVE D.  ZAMZOW  age 51,  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 50, 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 60, become a Director of the Company in 1997. Since 1992,
Mr. Alexander has been a member of the Board of Directors of Zykronix,  Inc. and
former Chief Operating Officer.  Mr. Alexander is presently president of Isotech
as well as an  independent  real estate  broker for TDI Property  Brokers.  From
April 1992 to November 1992, Mr.  Alexander was a member of a management team of
a venture capital firm,  which funded a satellite  communications  company.  Mr.
Alexander is the founder of T.D.I.,  Inc., a corporation  engaged in consulting,
fund raising, acquisitions and mergers of hi-tech firms. Mr. Alexander has taken
courses  leading toward  Bachelor of Science  Degree in Business  Administration
from Rollins College.

LOYD  FREDRICKSON  age 80,  become  a  Director  of the  Company  in  1997.  Mr.
Fredrickson was the former President and Owner of Wholesale Pump & Supply,  Inc.
for over 30 years prior to its purchase by the Company's Titan Industries, Inc.,
wholly owned subsidiary of W W Capital  Corporation,  October 1994. From 1968 to
1982,  Mr.  Fredrickson  also owned and operated  Southern  Midwest,  Inc.,  the
company  was  engaged in the  construction  and lease  trucking  business.  From
October  1984 to  November  1996,  he  served as a  consultant  to the water and
environmental product division of Titan Industries. Mr. Fredrickson is presently
employed  by North  American  Compressor  Corporation,  an  Oklahoma  City-based
manufacturer of high pressure breathing air compressors.

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

The following table sets forth the cash  compensation paid or accrued during the
fiscal  years  ended June 30,  1999,  1998,  and 1997,  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                 1999      $120,358      $   -       $     -         $ 6,874 (a)
President, Chief Executive      1998      $119,896      $   -       $     -         $ 4,575 (a)
Officer and Director            1997      $119,166      $   -       $     -         $ 4,575 (a)

<FN>
        (a) Includes accrued  vacation and compensated  absences earned in prior
years and paid during June 30, 1999, 1998 and 1997.
</FN>
</TABLE>

Option Grants in Fiscal Year 1999

        During the fiscal  year ended June 30,  1999,  the Company did not grant
stock options to the Executive Officers.

Aggregated Option Exercises in Fiscal Year 1999

        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,  1999  and the  value of the
unexercised stock options at June 30, 1999.
<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, 1999            June 30, 1999
                               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, 1999.
</FN>
</TABLE>
                                       25
<PAGE>
Item 12.       Security Ownership of Certain Beneficial Owners and Management
--------       --------------------------------------------------------------

         The following table sets forth as of October 15, 1999, 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)                    5.03%
1003 Central
Dodge City, KS 67801

David L. Patton                      1,199,889(5)                   21.66%
807 SW Terrace
Topeka, KS 66611

Loyd T. Fredrickson                  250,350 (6)                    4.52%
2728 Northwest 62nd St.
Oklahoma City, OK 73112

James H. Alexander                   20,000 (6)                     0.36%
5495 W 115th Place
Broomfield, CO  80020

All officers and directors           1,899,645 (7)                  34.29%
as a group (9 persons) (See
Footnotes 1 through 9

Apex Realty Investments, Inc.        305,741 (8)                    5.52%
c/o Nicholas L. Scheidt
PO Box 33724
Northglenn, CO 80233-0724
<FN>
(1)      The  business  address  of  all  officers  and  directors  is 3500  JFK
         Parkway, Suite 202, Ft. Collins, Colorado 80525.
(2)      "Beneficial  ownership"  is  deemed  to  include  shares  for  which an
         individual,  directly or indirectly, has voting or investment power, or
         both, and shares subject to options  exercisable  within 60 days of the
         date hereof.
(3)      Includes  150,000 shares  subject to incentive  stock options which are
         exercisable within sixty days of the date hereof.
(4)      Includes  22,500 shares subject to incentive  stock options,  which are
         exercisable within sixty days of the date hereof.
(5)      Includes 57,500 shares subject to  non-qualified  stock options,  which
         are fully vested and exercisable.

                                       26
<PAGE>
(6)      Includes 20,000 shares subject to non-qualified stock options which are
         fully vested and exercisable.
(7)      Includes  250,000  shares  subject to stock  options,  which are fully
         vested  and   exercisable.   (8)  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,  1999,  $22,600  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,  1999,  $60,000 was paid by the
Company under the lease.

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

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

                                       27
<PAGE>
                                     PART IV

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

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

Consolidated Balance Sheets as of June 30, 1999 and June 30, 1998.

Consolidated  Statement of Income for the years ended June 30, 1999,  1998,  and
1997.

Consolidated  Statement  of  Stockholders'  Equity for the years  ended June 30,
1999, 1998, and 1997.

Consolidated  Statement of Cash Flows for the years ended June 30,  1999,  1998,
and 1997.

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

              Schedule I - Condensed Financial Information of Registrant

              Schedule II - Valuation and Qualifying Accounts

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

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

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

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

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

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

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

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

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

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).

                                     28
<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).

                                       29
<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.)

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

21.0          Subsidiaries of the Registrant (filed herewith).

23.0          Independent Certified Public Accountants Consent

27.0          Financial Data Schedule.


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

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


                                       30
<PAGE>
                                  Exhibit 21.0

                         Subsidiaries of the Registrant

W-W Manufacturing Co., Inc.

       Incorporated in the state of Kansas

       During 1999, W-W Manufacturing Co and Eagle  Enterprises  merged into one
       legal entity.


Titan Industries, Inc.

       Incorporated in the state of Nebraska





                                       31