U.S. SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                   FORM  10-KSB/A-1

                   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                          THE SECURITIES EXCHANGE ACT OF 1934


For fiscal year ended May 31, 1997                Commission File No. 33-17397-D


                          WHITNEY AMERICAN CORPORATION
             (Exact name of registrant as specified in its charter)


                 DELAWARE                               84-1070022
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
       incorporation or organization)

         12373 E. Cornell Avenue
          Aurora, Colorado 80014                        (303) 337-3384
 (Address of Principal's Executive Offices)        (Registrant's Telephone No.
                                                         incl. area code)

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

   Securities registered pursuant to
    Section 12(g) of the Act:                     NONE

      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 such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for at least the past 90 days.

                Yes             No    X  

      Indicate by check mark if disclosure  of delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
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-KSB
or any amendment to this Form 10-KSB.

                Yes     X       No   
 
      The registrant's revenues for its most recent fiscal year were $-0-.

      The aggregate  market value of the common stock of the registrant  held by
non-affiliates on May 31, 1997 was not determinable.

      At  May  31,  1997,  a  total  of  62,515  shares  of  common  stock  were
outstanding.

<PAGE>


      This report amends the  registrant's  annual report on Form 10-KSB for the
fiscal  year  ended May 31,  1997.  The text of this  report is set forth in its
entirety,  including items which have not been changed in any way. Because there
is no change in the financial  statements  or  footnotes,  they are omitted from
this amendment but remain a part of this report on Form 10-KSB.

                                     PART I

Item 1. Description of Business.

Background

    Whitney American  Corporation (the "Company"),  was incorporated on June 18,
1987, under the laws of the State of Delaware.  The Company's initial activities
were directed towards the raising of capital.  Pursuant to an Agreement and Plan
of Reorganization  described below, Industrial Waste Processing,  Inc., a Nevada
corporation,  was merged into the Company which subsequently changed its name to
Industrial Waste  Processing,  Inc. In February 1997, the Company filed with the
Delaware Secretary of State a Certificate of Amended and Restated Certificate of
Incorporation  that among  other  things,  changed  the  Company's  name back to
Whitney  American  Corporation.  The Company has been inactive since early 1989,
and has no significant assets.

    On June 30, 1988, the Company and Tri-Bradley  Investments,  underwriters to
the  Company,  successfully  completed a public  offering for the sale of 12,500
units of the Company's  common stock at $1.00 per unit.  Each unit  consisted of
one share of $.00001 par value common stock, one Class A warrant and one Class B
warrant.  Each  warrant  was  exercisable  for .06 shares of common  stock for a
period  commencing with the date of the Prospectus and  terminating  nine months
thereafter  at the  respective  prices of $5.00 per share  (Class A warrant) and
$10.00  per share  (Class B  warrant).  The Class A and B  warrants  expired  in
December 1988. The Company received net proceeds from the offering of $462 after
deducting offering expenses of $12,038.

    On September  30, 1988 the Company  entered  into an  Agreement  and Plan of
Reorganization  (the  "Agreement")  with Industrial  Waste  Processing,  Inc., a
Nevada corporation ("IWP"), which provided for the Company's acquisition of IWP,
by the  issuance of 200,000  shares of the  Company's  $.00001 par value  common
stock in exchange for all of the issued and outstanding common stock of IWP. The
acquisition  of  IWP  was  recorded  as a  reverse  acquisition  for  accounting
purposes.  The  200,000  shares  of the  Company's  common  stock  issued to IWP
shareholders were subsequently donated back by IWP's parental affiliate, Pacific
Energy and Mining Company ("PEMC")  (150,000 shares) and by its President,  Marc
A. Wilder  (50,000  shares),  and were  cancelled  by the Company on October 21,
1988.  PEMC remained the owner of 25,000  shares of the  Company's  common stock
that it acquired and paid for in private transactions.

    IWP was  organized  for the purpose of treating and  neutralizing  hazardous
waste  from  manufactures  and  landfills  through  proprietary   processes  and
recycling of metals and other materials of value,  initially  through the use of
mobile toxic treatment vans known as  Transportable  Treatment Units  ("TTU's").
IWP, and later the Company,  completed the  construction of its initial TTU. The
TTU's  never  became  operational  because of a lack of funds and because of the
inability of the Company to perfect its  technological  processes.  On April 17,
1989, PEMC  reacquired all of the significant  assets of the Company and assumed
approximately $542,000 of the Company's outstanding obligations.

    On February 12, 1997 the Company's  shareholders approved a restructuring of
the Company's  authorized and  outstanding  capital  through (1) a 1:100 reverse
stock  split,  (2) an  increase in the  Company's  authorized  capital  stock to
50,000,000 shares of common stock and 5,000,000 shares of preferred stock, (3) a
change in par value to $.00001 per share for both the common and preferred stock
of the  Company,  and (4) a change in the name of the  Company  from  Industrial
Waste Processing,  Inc. to its original name, Whitney American Corporation.  The
Company's  shareholders  also approved  changes to the Company's  Certificate of
Incorporation  limiting the  liability of directors of the Company under certain
circumstances.  All share and share  amounts have been  restated to reflect this
restructuring.

    The  Company  intends  to  participate  in one or more  as yet  unidentified
business  ventures,  which will be chosen by management after reviewing business
opportunities selected for their profit or growth potential.  The Company has no
current plans to make a public offering of its securities.

                                        2

<PAGE>


Forward Looking Statements

    This report  contains  certain  forward-looking  statements and  information
relating to the Company that are based on the beliefs of its  management as well
as assumptions  made by and information  currently  available to its management.
When  used  in this  report,  the  words  "anticipate",  "believe",  "estimate",
"expect",  "intend",  "plan"  and  similar  expressions,  as they  relate to the
Company or its management, are intended to identify forward-looking  statements.
These statements reflect  management's  current view of the Company with respect
to  future  events  and  are  subject  to  certain  risks,   uncertainties   and
assumptions.  Should any of these risks or uncertainties materialize,  or should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  in this report as  anticipated,  estimated  or  expected.  The
Company's  realization  of its  business  aims will  depend  in the near  future
principally  on the  successful  completion of its  acquisition of operations as
discussed below.

Business of the Company

    The Company's  sole  business  subsequent to February 12, 1997 is to seek to
acquire  assets of or an interest in a small to  medium-size  company or venture
actively engaged in a business generating revenues or having immediate prospects
of generating revenues.  The Company plans to acquire such assets or business by
exchanging therefor the Company's securities.  In view of its business plan, the
Company may be considered a "blank check"  company.  In order to avoid  becoming
subject to regulation under the Investment Company Act of 1940, as amended,  the
Company does not intend to enter into any transaction  involving the purchase of
another  corporation's  stock unless the Company can acquire at least a majority
interest  in that  corporation.  The Company has not  identified  any  industry,
segment within an industry or type of business, nor geographic area, in which it
will concentrate its efforts,  and any assets or interest acquired may be in any
industry or location, anywhere in the world. The Company will give preference to
profitable  companies or ventures  with a significant  asset base  sufficient to
support a listing on a national  securities  exchange or quotation on the NASDAQ
system.  Members  of  management  (all of whom  are  devoting  part  time to the
Company's affairs) plan to search for an operating business or venture which the
Company  can  acquire,  thereby  becoming  an  operating  company.  There  is no
assurance that the Company will be successful in this endeavor.  The Company has
no operations or source of revenues.  Unless the Company succeeds in acquiring a
company or properties which provide cash flow, the Company's  ability to survive
is in doubt.

Exchange Act Registration

    The Company  voluntarily  filed with the Securities and Exchange  Commission
("SEC") a  registration  statement  on Form 8-A (file no.  0-22907) in order to
register  the  Company's  common  stock under  Section  12(g) of the  Securities
Exchange Act of 1934, as amended  ("Exchange  Act"),  which became  effective on
September  29,  1997.  The  Company  had  previously  filed with the SEC certain
annual,  quarterly and other reports on a voluntary  basis, but pursuant to that
Exchange Act  registration  the Company now is required to file periodic reports
and other  information with the SEC as required by the Exchange Act.  Management
determined that Exchange Act registration  would make the Company more desirable
to businesses  desiring to go public by acquiring control of the Company. In the
event that the Company's  reporting duties under the Exchange Act are suspended,
the Company intends that it will voluntarily continue to file quarterly,  annual
and other reports under the Exchange Act.

Competition

    The Company will be in direct  competition with many entities in its efforts
to locate suitable business  opportunities.  Included in the competition will be
business development  companies,  venture capital partnerships and corporations,
small business  investment  companies,  venture capital affiliates of industrial
and financial companies,  broker-dealers and investment bankers,  management and
management  consultant  firms and private  individual  investors.  Most of these
entities  will possess  greater  financial  resources and will be able to assume
greater  risks  than  those  which the  Company  could  consider.  Many of these
competing  entities  will  also  possess   significantly   greater   experience,
managerial abilities and contacts than the Company's management.  Moreover,  the
Company also will be competing with numerous other public companies available to
engage in business combinations with private entities.

                                        3

<PAGE>


Employees

    The  Company  has no  employees  other than its  officers  and no  full-time
employees.  Its  officers  expect to  devote as much of their  time as they deem
necessary  to  find  and  acquire  assets  or  interests  in one or  more  other
businesses.  It is unlikely  that any officer or director  will, on the average,
devote more than 15 hours per week to the Company's affairs.

Item 2. Description of Property.

    The Company neither owns nor leases any real estate or other properties. The
Company's  offices  are located at 12373 E.  Cornell  Avenue,  Aurora,  Colorado
80014,  and are provided by its President.  This arrangement will continue until
the Company  determines to relocate its offices,  which is not now  anticipated,
since the current  arrangement is entirely adequate for the Company's needs. The
Company does not intend to acquire any  properties  or additional  offices,  and
management  does not  anticipate  that the Company will rent office space unless
and until it has acquired a business  opportunity,  in which case the  Company's
offices almost  certainly will be the same as those of the business  opportunity
acquired.

Item 3. Legal Proceedings.

    The Company is not involved in any threatened or pending legal proceeding.

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

    On February 12, 1997 the Company's  shareholders approved a restructuring of
the Company's  authorized and  outstanding  capital  through (1) a 1:100 reverse
stock  split,  (2) an  increase in the  Company's  authorized  capital  stock to
50,000,000 shares of common stock and 5,000,000 shares of preferred stock, (3) a
change in par value to $.00001 per share for both the common and preferred stock
of the  Company,  and (4) a change in the name of the  Company  from  Industrial
Waste Processing,  Inc. to its original name, Whitney American Corporation.  The
Company's  shareholders  also approved  changes to the Company's  Certificate of
Incorporation  limiting the  liability of directors of the Company under certain
circumstances.

    On February 14, 1997, the Company's  shareholders approved the 1997 Employee
Stock  Compensation Plan and the 1997 Stock Option Plan, as described under Item
10 below.

                                     PART II

Item 5.  Market  for the  Registrant's  Common  Equity and  Related  Stockholder
     Matters.

Market Information

    The Company's  outstanding common shares were last publicly quoted or traded
during the fiscal year ended May 31, 1990. The Company's  common stock is quoted
"name only" (no price shown) in the over-the-counter  market under symbol "WHAM"
on the OTC Electronic  Bulletin  Board  operated by the National  Association of
Securities  Dealers,  Inc. There is no assurance that an active market ever will
arise in the Company's shares.

Holders

    The Company's common stock is held of record by  approximately  120 persons,
which does not include shares held in nominee or "street" name.

Dividends

    The Company does not expect to pay a cash dividend upon its capital stock in
the  foreseeable  future.  Payment of dividends in the future will depend on the
Company's earnings (if any) and its cash requirements at that time.

                                        4

<PAGE>


Item 6. Management's Discussion and Analysis or Plan of Operation.

Background

    The Company has not had active business  operations or significant  revenues
since April 1989, as described in detail under Item 1 above.

Liquidity

    As of May 31, 1997, the Company has an accumulated  deficit of $92,705.  The
Company has no assets and is completely illiquid. Management is actively seeking
to make one or more  acquisitions  of privately  held  companies,  properties or
interests as described  above,  but has not yet entered into any  understanding,
agreement or arrangement with any person respecting such an acquisition. Whether
the Company continues as a going concern depends upon its success in finding and
acquiring a suitable private business and the success of that acquired business.
The independent  auditors' report contains an explanatory  paragraph  concerning
the  Company's  ability to  continue  as a going  concern.  The  Company  has no
long-term  liabilities but does have  significant  short-term  liabilities.  The
Company pays no salaries or rent.  Assets and cash available to the Company from
its management and  shareholders  may not be sufficient for the Company to carry
out its business  plan.  Problems  relating to capital  resources are more fully
discussed in the paragraph below.

Results of Operations

    During the fiscal year ended May 31, 1997,  the Company  incurred a net loss
of $57,819 as compared to a net loss of $1,680 for the year ended May 31,  1996.
Expenses in fiscal 1997 and 1996 related  primarily to  accounting  fees,  legal
fees and other costs  incurred  with  bringing  the  Company  current in its SEC
filings.

Capital Resources

    The Company has no commitment for any capital expenditure and foresees none.
However,  the  Company  will incur  routine  fees and  expenses  incident to its
reporting duties as a public company, and it will incur fees and expenses in the
event it makes or attempts to make an acquisition.  As a practical  matter,  the
Company  expects no significant  operating  costs other than  professional  fees
payable to attorneys and accountants.  In regard to a proposed acquisition,  the
Company  intends to require  the target  company to deposit  with the  Company a
retainer which the Company can use to defray such  professional  fees and costs.
In this way, the Company  could avoid the need to raise funds for such  expenses
or becoming indebted to such professionals.  Moreover, investigation of business
ventures for potential  acquisition will involve some costs,  including  travel,
lodging,  postage and long-distance telephone charges.  Management hopes, once a
candidate  business  venture is deemed to be  appealing,  to  likewise  secure a
deposit from the business  venture to defray expenses of further  investigation,
such as air travel and lodging expenses. An otherwise desirable business venture
may, however,  decline to post such a deposit.  In this event, such expenses can
only be covered if affiliates  of the Company loan or  contribute  the necessary
capital to the Company  (which is not  assured)  or if the Company is  otherwise
able to raise funds from third parties.

    The  Company  has no current  intention  of making a public  offering of its
securities but will  investigate  the  feasibility of raising  capital in one or
more private  transactions,  if needed. The Company cannot assess the likelihood
of raising  any such  capital  or of  obtaining  loans.  No source of funding or
capital has been identified,  and the Company has no credit or means to obtain a
loan.


Plan of Operation

    BUSINESS. The following discussion sets forth management's plan of operation
for the Company over the next twelve  months from the date of this  report,  and
thereafter, if no acquisition is made within twelve months.

                                        5

<PAGE>


    The Company is a "blank check"  company which intends to seek,  evaluate and
(if  warranted)   acquire  one  or  more  properties  or  private  companies  or
businesses.  Such an acquisition  may be made by purchase,  merger,  exchange of
stock or  otherwise,  and may  encompass  assets or a business  entity such as a
corporation,  partnership or joint venture. Since the Company has no capital, it
is unlikely  that the Company  will be able to take  advantage  of more than one
such  opportunity.  Management  intends to seek  acquisitions  demonstrating the
potential for long-term growth in real value.

    The Company is not  restricted in its search for business  opportunities  to
any particular  geographical  area,  industry or business within an industry and
may  engage  in any  line  of  business,  including  service,  finance,  mining,
manufacturing, real estate, oil and gas, distribution,  transportation, medical,
communications, high technology, biotechnology or any other. It is possible that
management  may  later   determine  to  concentrate   its  search  for  business
opportunities to a particular industry,  segment of an industry, or a particular
line of business,  or to a defined  geographical area. To date, however, no such
determination  has been  discussed.  Management's  discretion is, as a practical
matter, unlimited in the choice of a business venture or ventures. The Company's
search  generally will be directed toward  smallish to  medium-sized  companies.
Management  anticipates that any business  opportunity  seriously considered for
acquisition  will  be  out of the  development  stage,  and  have  revenues  and
earnings.  The  Company has no current  plans to  advertise  or publish  notices
concerning its quest to make such an acquisition.

    Management   does  not  intend  to  pursue  any  potential   acquisition  or
combination  beyond the preliminary  negotiation stage with any business venture
which does not have and cannot furnish the Company  acceptable audited financial
statements  for at least its two most recent fiscal years and unaudited  interim
financial  statements for any periods  subsequent to its most recently completed
fiscal year.

    No arrangements,  agreements or understandings exist between  non-management
shareholders  and management  under which the  non-management  shareholders  may
participate  in or  influence  the  management  of  the  Company's  affairs.  Of
non-management shareholders, Mr. Brasher has indicated that management holds his
confidence  and  that he  currently  intends  to vote  for  the  sole  incumbent
director, Mr. Siedow, in the next election of directors.

    FORM OF  ACQUISITION.  It is  impossible  to predict the manner in which the
Company  may   participate  in  a  business   opportunity.   Specific   business
opportunities  will be reviewed as well as the  respective  needs and desires of
the Company and the  promoters of the  opportunity  and,  upon the basis of that
review and the relative  negotiating strength of the Company and such promoters,
the legal  structure  or method  deemed by  management  to be  suitable  will be
selected.  In addition,  the current  management and shareholders of the Company
most  likely  will not have  control of a majority  of the voting  shares of the
Company following an acquisition transaction. As part of such a transaction, all
or a majority of the Company's  directors  may resign,  and new directors may be
appointed without any vote by shareholders.

    An  acquisition  or business  combination  may occur in one of several ways,
such as statutory merger or consolidation,  asset purchase, or "reverse merger,"
in which the Company acquires all of the private  company's  outstanding  common
stock in exchange  for the  issuance  of  unregistered  shares of the  Company's
common stock.  Because the Company will have  virtually no cash or other assets,
it will be foreclosed from purchasing for cash the assets or outstanding  voting
stock of a viable  business  venture and can expect to make such an  acquisition
only by issuing additional shares of its common stock.

    Management  anticipates  that the  acquisition  will be  structured so as to
avoid  creating a taxable  event  under  federal tax laws and  probably  will be
structured  as a tax-free  reorganization  under  Sections  351 or 368(a) of the
Internal  Revenue Code of 1986, as amended.  It is anticipated that the value of
any private  company  acquired no doubt will greatly exceed that of the Company.
Thus  it is all  but  certain  that,  following  the  acquisition,  the  current
shareholders  of the Company will in the aggregate own 10% or less of the common
stock of the Company.

    The  Company  will   participate  in  a  business  venture  only  after  the
negotiation and execution of a written agreement.  Although the terms of such an
agreement   cannot  be  predicted,   such  agreements   generally   provide  for
representations  and warranties by the various  parties  thereto,  conditions of
closing,  post-closing  covenants  and  restrictions,   reciprocal  indemnities,
remedies  upon  default  and other  terms.  As a  general  matter,  the  Company
anticipates  that it will  enter  into a letter of intent  with the  management,
principals or owners of a  prospective  business  opportunity.  Such a letter of

                                        6

<PAGE>


intent will set forth the terms of the  proposed  acquisition  but will not bind
the Company to  consummate  it.  Execution of such a letter of intent will by no
means indicate that consummation of an acquisition is probable.

    The  Company  will not be bound  unless and until it  executes a  definitive
agreement  concerning the acquisition,  as described in the foregoing paragraph,
and then only if the Company has no contractual right to terminate the agreement
on  specified  grounds.  The  investigation  of specific  opportunities  and the
negotiation,  drafting and  execution of  agreements  and other  documents  will
require  substantial  costs for  attorneys,  accountants  and  others,  probably
amounting  to several  thousand  dollars  for each  acquisition  attempted.  The
Company  does not have and may not be able to  obtain  the  needed  funds.  If a
decision is made not to  participate  in a specific  business  venture,  or if a
negotiated  agreement is not consummated,  the costs to the Company (which could
be substantial  in light of the Company's lack of cash) may not be  recoverable.
Management  has not  formulated  any firm  policy in this  regard,  but does not
intend to proceed further than the drafting of a non-binding letter of intent in
connection  with any proposed  acquisition  unless and until (i) the Company has
determined  that the  company to be  acquired  has or can  obtain the  financial
statements  required by applicable  regulations  of the  Securities and Exchange
Commission,  and (ii) the company to be acquired  has posted a deposit  with the
Company to be used for paying the Company's  attorneys and  accountants.  Such a
precaution will enable management to limit the Company's  financial  exposure as
to any acquisition which cannot be completed for any reason.

    Any  attempted  acquisition  can be expected to absorb  several weeks at the
least,  and perhaps longer.  Moreover,  any acquisition may involve  substantial
time delays, which can be caused for several reasons, including delays caused by
complying with requirements of state law.

    ANALYSIS AND  INVESTIGATION  OF  OPPORTUNITIES.  The selection of a business
venture or  ventures  in which the  Company is to  participate  will be entirely
subjective.  The Company's lack of funds and full-time  management  will make it
impossible  to  conduct  complete  investigations  and  analyses  of  individual
business  opportunities before making a decision.  Participation may be based in
large  part on the  perceived  quality  of a private  company's  management  and
personnel,  properties or  proprietary  rights,  products,  services,  marketing
concepts,  level of  technology,  or other factors which are often  difficult to
analyze with complete  objectivity.  Management's  decisions may be made without
the  benefit of  detailed  feasibility  studies,  independent  analysis,  market
surveys and similar professional studies which would be desirable if the Company
had more funds  available to it. In many instances,  it is anticipated  that the
historical  operations of a specific firm may not  necessarily  be indicative of
its  potential for the future  because of the possible  need to shift  marketing
approaches substantially,  expand significantly, change product emphasis, change
or substantially augment management,  or make other changes. Because of the lack
of training and experience of management,  the Company will be heavily dependent
upon the owners of a business  opportunity  to  identify  such  problems  and to
implement,  or be primarily  responsible  for the  implementation  of,  required
changes.  Because the Company may participate in a business  opportunity  with a
newly organized firm or with a firm which is entering a new phase of growth,  it
should  be  emphasized  that the  Company  will  incur  further  risks,  because
management   in  many   instances   will  not  have  proved  its   abilities  or
effectiveness,  the eventual market for such company's products or services will
likely not be established, and such company may not be profitable when acquired.

    It  is  emphasized  that  management  may  effect   transactions   having  a
potentially  adverse impact upon its shareholders  pursuant to the authority and
discretion of the Company's current directors to complete  acquisitions  without
submitting any proposal to the  shareholders  for their  consideration.  In some
instances,  however, the proposed participation in a business opportunity may be
submitted to the shareholders for their consideration, either voluntarily by the
directors to seek the  shareholders'  advice and consent or because state law so
requires.

    The analysis of any business  opportunity will be undertaken by or under the
supervision of management,  none of whom is a professional  business  analyst or
has any previous  training or significant  experience in business  analysis.  In
selecting  business ventures,  management  anticipates that it will consider the
following  factors  related  to each  business  venture  examined,  among  other
possible factors: (1) total and net assets and shareholders' equity, in light of
current and long-term liabilities; (2) total revenues and earnings, both current
and over the prior three fiscal  years;  (3)  potential for revenue and earnings
growth; (4) existing and potential  competition;  (5) proprietary technology and
know-how,  as well as patents  and  trademarks,  if any;  (6)  capabilities  and
experience of current management and management prospects already recruited; (7)
capital  requirements;  (8)  availability  of new  capital  and  debt  financing
sources, as well as relationships with existing  lenders;  (9) the cost and form

                                        7

<PAGE>


of participation by the Company;  (10) special risks associated with the venture
and its industry or industry  segment;  and (11) perceived  desirability  of the
venture to investors in the public capital markets.

    It is anticipated that potential  opportunities will become available to the
Company  from  many  sources,  primarily  its  management,  but  also  including
attorneys  and  accountants,  securities  broker-dealers,  venture  capitalists,
members of the financial  community,  consultants,  entrepreneurs and others who
may present unsolicited proposals. However, as of this date, management does not
intend  paying a cash  "finder's  fee" to any  person  who  presents  a business
opportunity  to the  Company.  The Company may  compensate a person who brings a
business opportunity to the Company which subsequently is acquired, but any such
compensation  would  be in the  form  of  common  stock  (or  options  or  other
securities of the Company).  Any such issuance of the Company's securities would
be made on an ad hoc basis, and the amount or type of securities  cannot at this
time be predicted.

    INSIDER  SALES OF STOCK.  No officer,  director or  affiliate of the Company
currently  has any  intention of selling  shares owned by them in the Company to
any person in connection with any business  opportunity acquired by the Company.
However, no law, rule or regulation,  and no bylaw or charter provision prevents
any such persons from thus actively  negotiating or consummating  such a sale of
their  shares.  Company  shareholders  will not be afforded any  opportunity  to
review or approve  any buyout of shares  held by an  officer,  director or other
affiliate, should such a buyout occur.

    USE OF CONSULTANTS. The Company has had no discussions, and has entered into
no agreements or understandings, with any consultant. The Company's officers and
directors  have not in the past used any particular  consultant(s)  on a regular
basis and have no plan to recommend that any particular consultant(s) be engaged
by the  Company on any  basis.  No  particular  criteria  regarding  experience,
services,  term of  service,  or the  like  has  been  considered  or  developed
regarding the engagement of consultant(s). However, the Company currently has no
plan to hire or engage  consultant(s)  and management  believes that a desirable
business opportunity can be located and acquired by management.

    ACQUISITION-RELATED  COMPENSATION.  It is possible that  compensation in the
form of common stock, options, warrants or other securities of the Company, cash
or any combination thereof, may be paid to various persons in connection with an
acquisition  by the Company.  Such persons may include  officers,  directors and
promoters  of the Company  and any of their  respective  affiliates,  finders or
other  persons.  Any payments of cash would be made by the business  acquired or
persons  affiliated or associated  with it, since the Company has no cash. It is
possible  that the  payment  of such  compensation  may  become a factor  in any
negotiations for the Company's acquisition of a business  opportunity.  Any such
negotiations  and  compensation  may present  conflicts of interest  between the
interests  of  persons   seeking   compensation   and  those  of  the  Company's
shareholders, and there is no assurance that any such conflicts will be resolved
in favor of the Company's shareholders.

    STATE SECURITIES LAWS CONSIDERATIONS.    Section 18 of the Securities Act of
1933,  as amended in 1996,  provides  that no law,  rule,  regulation,  order or
administrative  action of any state may require registration or qualification of
securities or securities  transactions with respect to a "covered security." The
term "covered security" is defined in Section 18 to include, among other things,
transactions which are exempt from registration under the Securities Act of 1933
pursuant  to Section  4(1),  which  exempts  transactions  by "any person not an
issuer,  underwriter or dealer,"  (that is,  secondary  resales,  such as market
trades)  provided the issuer of the security  files reports with the  Commission
pursuant to Section 13 or 15(d) of the Exchange Act. In other words,  Section 18
defines a  covered  security  to  include  market  trades  and  other  secondary
transactions by shareholders in outstanding securities,  even if the issuer is a
"blank check" company, provided the issuer is a reporting company.

    While  subparagraph (c) of Section 18 as amended  preserves the authority of
the states to require  certain  limited notice filings and to collect fees as to
certain  categories  of covered  securities  (including  Section 4(1)  secondary
transactions  in the  securities  of  reporting  companies),  a  state  may  not
"directly or  indirectly  prohibit,  limit,  or impose  conditions  based on the
merits of such  offering  or  issuer,  upon the  offer or sale of any  (covered)
security."  This  provision   prohibits  state   registration  or  qualification
requirements, other than requiring certain limited notice filings, of trading in
the securities of blank check companies which are SEC reporting  companies.  The
Company will comply with any such state limited notice filings, but is currently
not aware of any such filing requirements for market trading.

                                        8

<PAGE>


Item 7. Financial Statements.

    See index to financial statements at page 11. The financial statements begin
following that index. No supplementary financial data is required or included.

Item 8. Changes  in and  Disagreements  with  Accountants  or  Accounting  and
        Financial Disclosure.

    On May 5, 1997, the Company engaged Gelfond Hochstadt  Pangburn & Co. as its
independent  auditors and business  consultant.  The Company had no  independent
accountant  engaged at any time during  either of the fiscal years ended May 31,
1996 or 1997.

                                    PART III

Item 9  Directors,  Executive Officers, Promoters and Control Persons; 
        Compliance with Section 16(a) of the Exchange Act.

Identification of Directors and Executive Officers

    Directors are elected for one-year terms or until the next annual meeting of
shareholders and until their successors are duly elected and qualified. Officers
hold  office at the  pleasure  of the Board of  Directors.  The table below sets
forth the name, age, position and tenure of each director and executive officer.
Mr. Brasher, as Secretary, is not considered an "executive" officer.

    Name                   Age   Position Held and Tenure
    ----                   ---   ------------------------

    Stephen M. Siedow      47    President, Director from February 1997

    John D. Brasher  Jr.   45    Secretary from September 1988 until present;
                                 Director from inception until February 1997

    There are no family relationships among the officers and directors. There is
no arrangement or understanding  between the Company (or any of its directors or
officers)  and any other  person  pursuant  to which such person was or is to be
selected as a director or officer.  The  directors  and officers are expected to
devote their time to the Company's  affairs on an "as needed" basis, but are not
required to make any specific portion of their time available to the Company. It
is anticipated  that officers and director will, on the average,  devote no more
more than 15 hours per week to the Company's  affairs.  There is no agreement or
understanding  in existence  under which any officer or director  will resign at
the request of another person,  and no officer or director is acting or will act
on behalf of or at the direction of any other person.

Biographical Information

    Stephen M. Siedow.  Mr. Siedow is president and sole  shareholder of Stephen
M. Siedow, P.C., a professional  accounting firm providing auditing,  management
consulting, tax services and write-up services to corporations, partnerships and
individuals since 1982. Mr. Siedow  specializes in public and SEC accounting and
has  experience in  industries  including  mining (gold and coal),  oil and gas,
construction and  mergers/acquisitions/liquidations.  Prior to that, he was with
the audit department of Ernst & Whitney, Certified Public Accountants in Denver,
Colorado,  for eight years. Mr. Siedow is a member of the American  Institute of
Certified  Public  Accountants  and the  Colorado  Society of  Certified  Public
Accountants.  He also is Chairman,  CEO and President of MNS Eagle Equity Group,
Inc., a non-SEC  reporting  Nevada  corporation  with a business plan similar to
that of the Company.

    John D. Brasher Jr. Mr. Brasher is an  attorney  engaged since February 1988
in the practice of law in Denver,  Colorado,  as proprietor of Brasher & Company
and  concentrates  in the fields of corporate and securities  law. From February
1987 to February 1988 he practiced law as a  profit-sharing  partner in the firm
of Pred and Miller, Denver, Colorado,  concentrating in corporate and securities
law. From August 1982 until February 1987, Mr. Brasher practiced corporate and

                                        9

<PAGE>


securities  law as an  associate  and later as a partner of  Broadhurst,  Brook,
Mangham and Hardy, of Lafayette,  Louisiana.  Mr. Brasher received a B.A. degree
in  English  in 1979,  and in 1982  received  a law  degree  (J.D.),  both  from
Louisiana State University. He is admitted to practice in the States of Colorado
and Louisiana and is a member of the bar of the United States Supreme Court. Mr.
Brasher is Chairman,  CEO and  President of Cerx  Entertainment  Corporation,  a
Denver-based Nevada corporation in the development stage. He also is a director,
CEO and  President of Rising Sun Capital,  Ltd.,  a non-SEC  reporting  Colorado
corporation  and  a  director  of  MNS  Eagle  Equity  Group,   Inc.,  a  Nevada
corporation, both with a business plan similar to that of the Company.

Management Experience With Previous Blank Check Companies

    Stephen  M.  Siedow,  the  President  and CEO of the  Company,  has not been
involved with any previous "blank check" offerings. John Brasher,  Secretary and
counsel to the  Company,  was  instrumental  in forming  the Company in 1987 and
formerly  was its  president.  The  Company  in 1988  completed  a small  public
offering as a "blank check" company and  eventually  acquired  Industrial  Waste
Processing,  Inc., a Nevada corporation, all as described in detail under Item 1
(Description of Business) above.

    Mr. Brasher also is the President and CEO of Cerx Entertainment Corporation,
a Nevada  corporation  organized  in 1989 under the name Chelsea  Atwater,  Inc.
("Cerx").  The business  purpose of Cerx was to create  subsidiary  corporations
which would act as "blank  check"  companies and then register the stock held in
each  subsidiary  under  the  Securities  Act of 1933 for  distribution  to Cerx
shareholders.  In 1989,  Cerx  filed a  registration  statement  on Form S-18 to
register the offer and sale of a minimum of 12,500 and a maximum of 50,000 units
at the price of $6.00 per unit. Each unit consisted of 60 shares of common stock
and 60 common stock  purchase  warrants,  each warrant being  exercisable  for a
period of eighteen months to purchase two (2) common shares at the price of $.15
per  share.  The  registration  never  became  effective,  and no units or other
securities  were offered and sold.  That offering was abandoned in 1991. Cerx is
no longer a "blank check" company and is attempting to raise capital to initiate
a new line of business.

General Conflicts of Interest

    Certain  conflicts of interest now exist and will  continue to exist between
the Company and its officers and  directors  due to the fact that each has other
employment or business interests to which he devotes his primary attention. Each
officer and director is expected to continue to do so, not withstanding the fact
that management time should be devoted to the Company's affairs. The Company has
not  established  policies  or  procedures  for the  resolution  of  current  or
potential  conflicts of interest  between the Company and its management.  There
can be no assurance  that members of  management  will resolve all  conflicts of
interest in the Company's  favor.  The officers and directors are accountable to
the  Company as  fiduciaries,  which means that they are  legally  obligated  to
exercise good faith and integrity in handling the Company's affairs.  Failure by
them to conduct  the  Company's  business  in its best  interests  may result in
liability to them.

Significant Employees

    None, other than officers of the Company listed above.


Item 10.  Executive Compensation.

Cash Compensation

    For the fiscal year ended May 31, 1997, no executive  officer  received cash
compensation.

Compensation Pursuant to Plans

    No compensation was paid to executive  officers  pursuant to any plan during
the fiscal year just ended,  and the Company has no agreement or  understanding,
express or implied,  with any officer or director concerning  employment or cash
compensation  for services.  No plan or agreement  exists  pursuant to which any

                                       10

<PAGE>


officer will receive  compensation  resulting  from the  officer's  resignation,
retirement  or any other  termination  of  employment  with the Company,  from a
change in control of the Company, or a change in the officer's  responsibilities
following any change in control of the Company.

    The Company has adopted and the  Company's  shareholders  have  approved the
1997  Employee  Stock  Compensation  Plan and the 1997 Stock Option  Plan,  both
discussed  below.  Otherwise,  the Company  does not have in force any  pension,
profit-sharing,  stock appreciation or other benefit plans,  although such plans
may be adopted in the future.

    1997 EMPLOYEE  STOCK  COMPENSATION  PLAN.  The Company's  shareholders  have
approved an Employee Stock Compensation Plan for employees,  officers, directors
of the Company and  advisors to the Company  (the "ESC  Plan").  The Company has
reserved a maximum of  1,500,000  common  shares to be issued  upon the grant of
awards under the ESC Plan.  Employees  will  recognize  taxable  income upon the
grant of common  stock equal to the fair market value of the common stock on the
date of the grant and the Company  will  recognize a  compensating  deduction at
such time. The ESC Plan will be administered by the Board of Directors. No stock
has been awarded under the ESC Plan to date.

    1997 STOCK OPTION PLAN.  The Company's  shareholders  have approved the 1997
Stock  Option  Plan  for  officers,  key  employees,  potential  key  employees,
non-employee directors and advisors (the "CSO Plan"). The Company has reserved a
maximum of  2,000,000  common  shares to be issued upon the  exercise of options
granted under the CSO Plan. The CSO Plan will not qualify as an "incentive stock
option" plan under Section 422 of the Internal Revenue Code of 1986, as amended.
Options will be granted  under the CSO Plan at exercise  prices to be determined
by the Board of  Directors  or other CSO Plan  administrator.  With  respect  to
options granted pursuant to the CSO Plan,  optionees will not recognize  taxable
income upon the grant of options,  but will realize  income (or capital loss) at
the time the  options are  exercised  to purchase  common  stock.  The amount of
income will be equal to the  difference  between the exercise price and the fair
market value of the common  stock on the date of  exercise.  The Company will be
entitled to a  compensating  deduction in an amount equal to the taxable  income
realized by an optionee as a result of exercising the option.  The CSO Plan will
be  administered  by the Board of  Directors  or a committee  of  directors.  No
options have been granted under the CSO Plan to date.

Other Compensation.

    None.

Compensation of Directors.

    None.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

    The following  table sets forth,  as of May 31, 1997, the stock ownership of
each officer and director of the Company,  of all officers and  directors of the
Company as a group,  and of each person  known by the Company to be a beneficial
owner of 5% or more of its common stock.  Except as otherwise noted, each person
listed below is the sole beneficial  owner of the shares and has sole investment
and voting power as such shares. No person listed below has any option,  warrant
or other right to acquire additional securities of the Company, except as may be
otherwise noted.

                               As of May 31, 1997
                               ------------------


 Title      Name and Address               Amount of              Percent of
  of         of Beneficial             Common Stock Owned           Common
 Class           Owner                    Beneficially         Stock Outstanding
 -----           -----                    ------------         -----------------


Common     *Stephen M. Siedow                23,000                 36.8%
 Stock      12373 E. Cornell Avenue
            Aurora, Colorado 80014

                                       11

<PAGE>


 SAME      *John D. Brasher Jr.              14,800                 23.7%
            90 Madison Street, Suite 707
            Denver, Colorado 80206

 SAME       Robert A. Prange                  9,938                 15.9%
            10305 Amy Lynn Court
            Louisville, Kentucky 40233

 SAME       CEDE & Company                    7,132                 11.4%
            Box 222 Bowling Green Station
            New York, New York  10274

 SAME       Robert W. Hershey                 4,000                  6.4%
            1761 S. Niagara Way
            Denver, Colorado 80224

           *All directors and officers       37,800                 60.5%
            (one person)


Changes in Control

    A change of control  undoubtedly will occur when and if the Company acquires
a business  opportunity.  Although the extent of the change of control cannot be
predicted at this time, it is unlikely that the existing  shareholders  will own
more than 10% of the Company (or combined entity) following an acquisition.


Item 12.  Certain Relationships and Related Transactions.

    On February  12,  1997,  Mr.  Stephen M.  Siedow,  the  Company's  president
purchased  from Pacific Energy and Mining Company 23,000 shares of the Company's
common stock in a private transaction for $2,500 cash.

    The Company owes its  President  $53,860 for  accounting  services and costs
advanced.  The Company also owes Mr. Brasher,  the Company's Secretary and legal
counsel,  $15,119 for legal  services and costs  advanced.  These fees and costs
advanced were incurred in bringing the Company  current in its SEC filings.  The
Company lacks any funds with which to pay such debts, and it is likely that such
debts  will  either  be  paid  in  cash by the  business  acquired  (or  persons
affiliated  or  associated  with the  business) or by the issuance of additional
shares of the  Company.  In the event  that the  business  acquired  or  related
persons  must pay such debts,  the payment  would be in effect a condition to be
considered in the acquisition.

    The Company has no understandings  with its officers or directors,  or other
shareholders,  pursuant to which such persons have agreed to contribute  capital
to the Company or otherwise  provide  funds to the  Company.  There are no other
reportable transactions involving promoters, executive officers, or directors of
the Company as required by Item 404 of Regulation S-B.

    Otherwise,  there were no transactions,  or series of transactions,  for the
fiscal  year  ended  May  31,  1997  nor  are  there  any   currently   proposed
transactions,  or series of  transactions,  to which the Company is a party,  in
which the amount exceeds  $60,000,  and in which to the knowledge of the Company
any director,  executive officer,  nominee, five percent or greater shareholder,
or any member of the immediate family of any of the foregoing  persons,  have or
will have any direct or indirect material interest.
                                
                                       12
<PAGE>

                             PART IV

Item 13.  Exhibits and Reports on Form 8-K.


    (a)  Exhibits.  The  following  exhibits are filed with this report,  except
those indicated as having previously been filed with the Securities and Exchange
Commission and are  incorporated  by reference to another  report,  registration
statement  or  form.   References  to  the  "Company"   mean  Whitney   American
Corporation.

     3.0  Certificate of Incorporation (incorporated by reference to 
          Exhibit 3.0 to Registration Statement No. 33-17397-D, effective
          March 7, 1988) ......................................................*
     3.05 Certificate of Amended and Restated Certificate of Incorporation
          of the Company incorporated by reference to Exhibit 3.1 to Form 8-K
          dated February 12, 1997) ............................................*
     3.1  Bylaws of the Company (incorporated by reference to Exhibit 3.1 to
          Registration Statement No. 33-17397-D, effective March 7, 1988) .....*
     3.2  Amendment to Bylaws of the Company (incorporated by reference to 
          Exhibit 3.2 to Registration Statement No. 33-17397-D, effective 
          March 7, 1988) ......................................................*
     3.3  Restated Bylaws of the Company (incorporated by reference to
          Exhibit 3.2 to Form 8-K dated February 12, 1997) ....................*
     4.0  Specimen Stock Certificate (incorporated by reference to Registration
          Statement No. 33-17397-D effective March 7, 1988) ...................*
     10.2 1997 Stock Option Plan (incorporated by reference to Exhibit 10.1 to
          Form 8-K dated February 12, 1997)....................................*
     10.3 1997 Employee Stock Compensation Plan (incorporated by reference to 
          Exhibit 10.2 to Form 8-K dated February 12, 1997)....................*

          * - Incorporated by reference to another registration statement, 
              report or document.
          1 - Includes Exhibits filed as part of this Report.


    (b)  Reports  on Form  8-K.  The  Company  filed a report  on Form 8-K dated
February 12, 1997, regarding matters approved by shareholders,  such as election
of new management and other things.


    (c)  Financial statements and supplementary data.

                             Index to Financial Statements

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

    Balance Sheet as of May 31, 1997........................................ F-2

    Statements of Operations for the years ended 
        May 31, 1997 and 1996 .............................................. F-3

    Statements of Shareholders' Deficit for the years ended 
        May 31, 1997 and 1996............................................... F-4

    Statements of Cash Flows for the years ended May 31, 1997 and 1996 ......F-5

    Notes to Financial Statements............................................F-6

                                          13

<PAGE>


                                      SIGNATURES


      In accordance  with section 13 or 15(d) of the Securities  Exchange Act of
1934,  the  Registrant  caused  this  Report on Form  10-KSB to be signed on its
behalf by the undersigned, thereto duly authorized individual.

Date:  November 3, 1997
                                            WHITNEY AMERICAN CORPORATION



                                            /s/ Stephen M. Siedow
                                            By..................................
                                                Stephen M. Siedow, President

    In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the  following  persons on behalf of the  Registrant  and in the
capacities and on the dates indicated.

         Name                    Title                         Date
         ----                    -----                         ----


/s/ Stephen M. Siedow
    .....................   President and Director        November 3, 1997
    Stephen M. Siedow

                                          14