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


                                    FORM 10-K


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


For fiscal year ended May 31, 1989                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

     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, 1989 was not determinable.

     At May 31, 1989, a total of 65,015 shares of common stock were outstanding.

                    Documents Incorporated by Reference NONE





<PAGE>




                                     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 or liabilities.

     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.

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.

                                        2

<PAGE>



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 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.

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.

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.

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.

                                        3

<PAGE>



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
11 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. Once all required reports are brought
current by filing with the Securities and Exchange  Commission,  the Company may
seek to have its common stock quoted upon the OTC (over-the-counter)  Electronic
Bulletin Board operated by the National Association of Securities Dealers,  Inc.
There is no assurance that the Company's  shares will be quoted in the future or
that, if quoted, an active market will arise in its shares.

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.

Item 6. Selected Financial Information.
<TABLE>
<S>                                                <C>                <C>   
                                                                       June 18, 1987
                                                     Year Ended       (inception) to
                                                    May 31, 1989       May 31, 1988
                                                    ------------       ------------

Total revenues                                          NONE                NONE
Net income (loss)                                   $(29,560)               NONE
Net income (loss) per common share                  $   (.45)               NONE
Number of common shares outstanding                   65,015              50,000
Working capital deficit                                 --              $ (4,458)
Total assets                                        $    860            $ 10,621
Current liabilities                                     --              $  4,526
Long term liabilities                                   NONE                NONE
Preferred stock                                         NONE                NONE
Stockholders' equity                                $    860            $  6,095
Cash dividends declared per common share                NONE                NONE

</TABLE>

     The Company has been inactive since April 1989.  The financial  information
set forth above  necessarily does not include events  subsequent to May 31, 1989
which are discussed below under Item 7.

                                        4

<PAGE>



Item 7. Management's  Discussion and Analysis of Financial Condition and Results
     of Operations.

Background
     The Company has not had active business operations or significant  revenues
since April 1989, as described under Results of Operations below.

Liquidity
     As of May 31, 1989, the Company has an accumulated deficit of $22,866.  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  and no  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
     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 and known as Transportable Treatment Units. 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.

     During the fiscal year ended May 31, 1989, the Company  incurred a net loss
of $29,560 which has been reflected in the financial  statements as discontinued
operations. The Company had no operations in fiscal 1988.

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
     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.

     The Company  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

                                        5

<PAGE>



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.

     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
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

                                        6

<PAGE>



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
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

                                        7

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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.

Item 8. Financial Statements and Supplementary Data.

     See index to  financial  statements  at page 13. The  financial  statements
begin  following  that index.  No  supplementary  financial  data is required or
included.

Item 9.  Changes  in  and  Disagreements  with  Accountants  or  Accounting  and
     Financial Disclosure.

     On May 5, 1997, the Company engaged  Gelfond,  Hochstad,  Pangburn & Co. as
it's independent auditor and business consultant.

                                    PART III

Item 10. Directors and Executive Officers of Registrant.

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  continue  in office at the  pleasure  of the Board of  Directors.  The
following  table  sets  forth the name,  age,  position  held and tenure of each
director and executive officer:

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

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

Stephen M. Siedow       47          President, Director from 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.

Biographical Information
     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
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 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.

     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

                                        8

<PAGE>



Accountants.  He also is Chairman,  CEO and President of MNS Eagle Equity Group,
Inc., a Nevada Corporation with a business plan similar to that of the Company.

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 11. Executive Compensation.

Cash Compensation
     For the fiscal  year ended May 31,  1989,  no  executive  officer,  nor all
executive  officers as a group,  received cash  compensation from the Company in
excess  of  $60,000.  Payment  of  salaries  or  compensation  in any  form  was
terminated as of April 17, 1989.

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
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
had 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

                                        9

<PAGE>



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 12. Security Ownership of Certain Beneficial Owners and Management.

(a)(b) Security Ownership
     The following  table sets forth,  as of May 31, 1989 and 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.
<TABLE>
<S>                 <C>                                 <C>                       <C>  

                                          May 31, 1989
                                          ------------

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

Common            Pacific Energy and Mining Company           25,000                     38.5%
 Stock            *Tariq I. Ahmad, President
                  P.O. Box 18148
                  Reno, Nevada 89511

 SAME             *John D. Brasher Jr.                        14,800                     22.8%
                  90 Madison Street, Suite 707
                  Denver, Colorado 80206

 SAME             Robert A. Prange                             9,938                     15.3%
                  10305 Amy Lynn Court
                  Louisville, Kentucky 40233

 SAME             Morgan, Olmstead Kennedy & Gardner           6,830                     10.5%
                  1000 Wilshire Blvd.
                  Los Angeles, California 90017

                  *All directors and officers                 39,800                     61.3%

                                          May 31, 1997
                                          ------------

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

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


                                       10

<PAGE>



 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%
</TABLE>

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.
There are no plans at this time to issue common  shares or other  securities  of
the Company to any officer or director of the Company.

Item 13. Certain Relationships and Related Transactions.

     On  September  30,  1988 the  Company  approved  an  Agreement  and Plan of
Reorganization  between the Company and Industrial  Waste  Processing,  a Nevada
corporation,  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 (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, 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. The Company has
not had active business operations or significant revenues since April 1989.

     The law firm of Brasher & Company, of which, Mr. Brasher is sole proprietor
was paid $2,500 during the year ended May 31, 1989.

     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 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.  The Company has no
plans to issue  additional  securities  to  affiliates  of the Company  prior to
completion  of an  acquisition.  There  are  no  other  reportable  transactions
involving promoters, executive officers, or directors of the Company as required
by Item 404 of Regulation S-K.

     Otherwise, there were no transactions,  or series of transactions,  for the
fiscal  year  ended  May  31,  1989  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,

                                       11

<PAGE>



or any member of the immediate family of any of the foregoing  persons,  have or
will have any direct or indirect material interest.

                                     PART IV

Item 14. 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  Instruments  Defining the Rights of Security Holders 
          (all incorporated by reference to Registration  Statement 
          No. 33-17397-D effective March 7, 1988):
                    (4.1) Unit Warrant Agreement...............................*
                    (4.2) Specimen Stock Certificate...........................*
                    (4.3) Specimen A Warrant Certificate.......................*
                    (4.4) Specimen B Warrant Certificate.......................*
     10.1 1988 Incentive Stock Option Plan (incorporated by 
          reference to Exhibit 10.1 to Amendment  No. 2 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. None.

     (c) Financial statements and supplementary data.

                                       12

<PAGE>



                          Index to Financial Statements

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

     Balance Sheets as of May 31, 1989 and 1988..............................F-2

     Statements of Operations for the year ended May 31, 1989 
          and for the period June 18,1987 (inception) through 
          May 31, 1988...................................................... F-3

     Statements of Shareholders' Equity for the year ended 
          May 31, 1989 and for the period June 18, 1987 (inception) 
          through May 31, 1988...............................................F-4

     Statements of Cash Flows for the year ended May 31, 1989 
          and for the period June 18, 1987 (inception)
          through May 31, 1988...............................................F-5

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

                                       13
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors
Whitney American Corporation
Aurora, Colorado

We have audited the accompanying  balance sheets of Whitney American Corporation
as of May 31, 1989 and 1988, and the related  statements of operations,  changes
in stockholders'  equity, and cash flows for the year ended May 31, 1989 and for
the period June 18, 1987 (inception) to May 31, 1988. These financial statements
are the  responsibility of the management of Whitney American  Corporation.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Whitney American Corporation as
of May 31, 1989 and 1988,  and the results of its  operations and its cash flows
for the  year  ended  May  31,  1989  and for the  period  from  June  18,  1987
(inception) to May 31, 1988, in conformity  with generally  accepted  accounting
principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial  statements,  the Company's  recurring losses and accumulated  deficit
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's plans in regard to these matters are discussed in Note A.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.




Denver, Colorado
June 3, 1997

                                      F-1


<PAGE>

                          WHITNEY AMERICAN CORPORATION
                                 Balance Sheets
<TABLE>

<CAPTION>

                                     ASSETS


                                                                                             May 31,
                                                                                    ------------------------
                                                                                        1989         1988
                                                                                    ----------     ---------
<S>                                                                                <C>            <C>    

Current asset:
   Cash                                                                            $        --    $       68
                                                                                    ----------     ---------
Other assets:  (Note A)
   Deferred offering costs                                                                  --         9,478
   Organization costs                                                                      860         1,075
                                                                                    ----------     ---------
                                                                                           860        10,553
                                                                                    ----------     ---------

                                                                                   $       860    $   10,621
                                                                                    ==========     =========


                       LIABILITIES AND STOCKHOLDERS EQUITY

Current liabilities:
   Accounts payable                                                                $        --    $    4,526
                                                                                    ----------     ---------
Stockholders' equity:  (Notes B, C and F)
   Preferred stock; $.00001 par value; authorized -
     5,000,000 shares; issued - none                                                        --            --
   Common stock; $.00001 par value; authorized -
     50,000,000 shares; issued and outstanding -
     65,015 shares at May 31, 1989 and 50,000
     shares at May 31, 1988                                                                  1             1
   Additional paid-in capital                                                           23,725         6,094
   Accumulated deficit                                                                 (22,866)           --
                                                                                    ----------     ---------
        Total stockholders' equity                                                         860         6,095
                                                                                    ----------     ---------

                                                                                   $       860    $   10,621
                                                                                    ==========     =========

</TABLE>

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

                                      F-2


<PAGE>

                          WHITNEY AMERICAN CORPORATION
                            Statements of Operations
            For the Period June 18, 1987 (Inception) to May 31, 1988
                       and for the Year Ended May 31, 1989
<TABLE>

<CAPTION>
  

                                                                                    1989          1988
                                                                                  ---------     ---------
<S>                                                                              <C>            <C>   
Costs and expenses:
   General and administrative                                                    $      215    $       --
                                                                                  ---------     ---------

Loss from operations                                                                   (215)           --
                                                                                  ---------     ---------

Discontinued operations  (Note C)                                                   (29,345)           --
                                                                                  ---------     ---------

Net loss                                                                         $  (29,560)   $       --
                                                                                  =========     =========  
                                                                                    
Loss per common share:
   Loss from operations                                                          $       --    $       --
                                                                                  =========     ========= 
   Discontinued operations                                                       $     (.48)   $       --
                                                                                  =========     ========= 
   Net loss                                                                      $     (.48)   $       --
                                                                                  =========     ========= 

Weighted average shares outstanding                                                  61,562        50,000
                                                                                  =========     =========
</TABLE>

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

                                      F-3

<PAGE>

                          WHITNEY AMERICAN CORPORATION
                  Statements of Changes in Stockholders Equity
            For the Period June 18, 1987 (Inception) to May 31, 1988
                       and for the Year Ended May 31, 1989

<TABLE>
<CAPTION>

                                                                                     
                                                          Common Stock               Additional      
                                                  ---------------------------          Paid-in        Accumulated
                                                    Shares           Amount            Capital          Deficit
                                                  ----------       ----------        ----------       -----------
<S>                                               <C>              <C>              <C>              <C>   

Balances, June 18, 1987 (inception)                       --      $        --       $        --      $         --

Common stock issued for services,
   valued at $.03 per share                           30,000                1               899                --

Common stock issued for cash,
   valued at $.32 per share                               62               --                20                --

Common stock issued for cash,
   valued at $.20 per share                            1,250               --               250                --

Common stock issued for cash,
   valued at $.12 per share                            1,500               --               175                --

Common stock issued for cash,
   valued at $.28 per share                           17,188               --             4,750                --

Net loss                                                                                                       --
                                                  ----------       ----------        ----------       -----------     
Balances, May 31, 1988                                50,000                1             6,094                --

Common stock issued for cash
   at $1.00 per share,  net of
   offering costs of $12,038                          12,515**             --               462                --

Common stock issued pursuant
   to a stock for stock merger                       200,000                2                --                --

Reverse acquisition accounting                            --               --            (6,694)            6,694

Donation of common stock                            (200,000)              (2)               --                --

Common stock issued for cash,
   valued at $9.55 per share                           2,500               --            23,863                --

Net loss                                                                                                  (29,560)
                                                  ----------       ----------        ----------       -----------                   
Balances, May 31, 1989                                65,015      $         1       $    23,725      $    (22,866)
                                                  ==========       ==========        ==========       ===========
</TABLE>


**   An  additional  15 shares  results from full shares  issued for  fractional
     shares in the reverse stock split (Note F).


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

                                      F-4


<PAGE>

                          WHITNEY AMERICAN CORPORATION
                            Statements of Cash Flows
            For the Period June 18, 1987 (Inception) to May 31, 1988
                       and for the Year Ended May 31, 1989

<TABLE>
<S>                                                                                <C>            <C> 
                                                                                        1989          1988
                                                                                     ---------      --------

Cash flows from operating activities:
   Net loss                                                                         $ (29,560)     $      --
   Adjustments to reconcile net loss to net cash
      provided by operating activities:
      Amortization                                                                         215            --
      Cancellation of debt for assets                                                 (106,828)           --
      Contribution of capital                                                              863            --
      Decrease in accounts payable                                                      (4,526)           --
                                                                                     ---------      --------
         Net cash used in operating activities                                        (139,836)           --
                                                                                     ---------      --------
Cash flows from investing activities:
   Organization costs                                                                       --          (175)
   Purchases of equipment                                                             (219,231)           --
   Advances to affiliates                                                             (147,000)           --
                                                                                     ---------      --------
         Net cash used in investing activities                                        (366,231)         (175)
                                                                                     ---------      --------
Cash flows from financing activities:
   Payments of deferred offering costs                                                  (2,560)       (4,952)
   Proceeds from series 1 zero coupon bonds                                            280,000            --
   Proceeds from bank note                                                              30,000            --
   Advances from parental affiliate                                                    163,059            --
   Proceeds from sale of common stock                                                   35,500         5,195
                                                                                     ---------      --------
        Net cash provided by financing activities                                      505,999           243
                                                                                     ---------      --------

Net increase (decrease) in cash                                                            (68)           68
Cash at beginning of year                                                                   68            --
                                                                                     ---------      --------
Cash at end of year                                                                 $       --     $      68
                                                                                     =========      ========
</TABLE>
                                                                       
                                    Continued

                                       F-5

<PAGE>

                          WHITNEY AMERICAN CORPORATION
                      Statements of Cash Flows - continued
            For the Period June 18, 1987 (Inception) to May 31, 1988
                       and for the Year Ended May 31, 1989

<TABLE>
<S>                                                                                <C>            <C> 
                                                                                       1989           1988
                                                                                     ---------     ---------
                                                                                   

Supplemental disclosure of noncash investing and financing activities:
   On October 20, 1988, the Company acquired assets and liabilities in a reverse
   acquisition, and on April 17, 1989, substantially all of the Company's assets
   were reacquired by the Company's parental affiliate (Note C).

   Common stock issued for services regarding
   organizational costs                                                             $       --    $      900
                                                                                     =========     =========
   Deferred offering costs incurred                                                 $       --    $    4,526
                                                                                     =========     =========
</TABLE>

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

                                       F-6
<PAGE>
                                     
                          WHITNEY AMERICAN CORPORATION
                          Notes to Financial Statements

Note A - Summary of Significant Accounting Policies

Description of Business

The financial  statements  presented are those of Whitney  American  Corporation
(the  "Company").  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,
Industrial Waste Processing,  Inc. a Nevada corporation ("IWP"), was merged into
the Company on October 20, 1988 and 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.

IWP was  organized on May 25, 1988 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,  the  Company's  parental  affiliate  Pacific  Energy and  Mining  Company
("PEMC")  reacquired  all of the  significant  assets of the Company and assumed
approximately $542,000 of the Company's outstanding obligations. The Company has
been inactive since April 1989, and has no significant assets or liabilities.

As shown in the  financial  statements,  as of May 31,  1989,  the  Company  has
incurred an accumulated  deficit of  approximately  $22,900 and has no cash. The
Company's continued existence is dependent on its ability to generate sufficient
cash flow to meet its obligations on a timely basis. The financial statements do
not include any adjustments that might be necessary should the Company be unable
to continue in existence.  Subsequent to February 12, 1997, the Company has been
exploring sources to obtain additional equity or debt financing. The Company has
also indicated its intention to  participate in one or more as yet  unidentified
business  ventures,  which  management  will select after reviewing the business
opportunities for their profit or growth potential.

Organization Costs

Organization costs are amortized over five years.

Income Taxes

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are  expected  to reverse.  The effect on  deferred  tax assets and
liabilities  of a  change  in  tax  rates  is  recognized  in the  statement  of
operations in the period that includes the enactment date.

                                      F-7

<PAGE>

                          WHITNEY AMERICAN CORPORATION
                    Notes to Financial Statements - continued

Note A - Summary of Significant Accounting Policies - continued

Loss Per Common Share

Loss per common  share is  computed  by  dividing  the net loss by the  weighted
average shares outstanding during the period.

Use of Estimates in the Preparation of Financial Statements

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

Note B - Stockholders' Equity

Common Stock Transactions

On June 25, 1987,  the Company issued 30,000 shares of common stock for services
regarding organization costs, valued at $.03 per share. These shares were issued
to an officer and director of the Company.

On July 31, 1987, the Company issued 62 shares of common stock for cash,  valued
at $.32 per share.

On July 31,  1987,  the Company  issued  1,250  shares of common stock for cash,
valued at $.20 per share.

On July 31,  1987,  the Company  issued  1,500  shares of common stock for cash,
valued at $.12 per share.

On July 31, 1987,  the Company  issued  17,188  shares of common stock for cash,
valued at $.28 per share. These shares were issued to an officer and director of
the Company.

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.

                                      F-8
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                    Notes to Financial Statements - continued

Note B - Stockholders' Equity - continued

Common Stock Transactions - continued

On  September  30,  1988,  the Company  entered  into an  Agreement  and Plan of
Reorganization  between the  Company and  Industrial  Waste  Processing,  Inc. a
Nevada corporation,  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.  For
accounting  purposes the  acquisition was treated as a  recapitalization  of IWP
with IWP as the  acquirer (a reverse  acquisition).  The  200,000  shares of the
Company's common stock issued to IWP shareholders were subsequently donated back
by IWP's parental  affiliate PEMC (150,000 shares) and by its President,  Marc A
Wilder  (50,000  shares),  and were canceled 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.

Dividends  may be paid  on  outstanding  shares  as  declared  by the  Board  of
Directors. Each share of common stock is entitled to one vote.

Preferred Stock

No shares of the Company's $.00001 par value preferred stock have been issued or
are  outstanding.   Dividends,   voting  rights  and  other  terms,  rights  and
preferences  of the  preferred  shares  have  not  been  designated  but  may be
designated by the Board of Directors from time to time.

1988 Incentive Stock Option Plan

The  Company  adopted an  incentive  stock  option plan (the "ISO Plan") for key
employees  on January 20,  1988.  The  Company has  reserved a maximum of 50,000
shares to be issued upon the exercise of options  which may be granted under the
ISO Plan.  The ISO Plan is intended to qualify as an  "incentive  stock  option"
plan under  Section  422A of the  Internal  Revenue  Code of 1986,  as  amended.
Accordingly,  options will be granted  under the ISO Plan at exercise  prices at
least equal to the fair market value per share of the Company's  common stock on
the respective dates of grant and will be subject to the limitation  provided by
such law. However,  options may be granted to employees who own more than 10% of
the Company's outstanding common stock at an option price which is at least 110%
of the fair market  value of the common stock on the date the option is granted.
The plan was  administered  by the  Board of  Directors.  No  options  have been
granted  as of May 31,  1989.  On  February  14,  1997  the  Company's  Board of
Directors terminated the ISO Plan.

                                      F-9
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                    Notes to Financial Statements - continued

Note C - Reverse Acquisition and Discontinued Operations

On  September  30,  1988 an  Agreement  and Plan of  Reorganization  between the
Company and  Industrial  Waste  Processing,  Inc.  provided  for 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. On October 20, 1988, IWP,
which began business May 31, 1988, was merged into the Company and  subsequently
changed its name.  For  accounting  purposes  the  acquisition  was treated as a
recapitalization  of IWP with IWP as the acquirer (a reverse  acquisition).  The
following assets and liabilities were transferred to the Company:

         Cash                                             $    26,944          
         Advances to employees                                  1,500          
         Advances to affiliates                                83,250          
         Transportable treatment units                        126,545          
         Other fixed assets                                     4,441          
         Advances from parental affiliate                    (106,918)         
         Series 1 zero coupon bonds                          (215,000)        
                                                           ----------        
         Net                                              $   (79,238)         
                                                           ==========         
                                                         
On October 21, 1988,  the Company's  president and its parental  affiliate  PEMC
donated  the entire  200,000  shares of common  stock  issued as a result of the
exchange with IWP, back to the Company without consideration.  PEMC remained the
owner of 25,000 shares of the  Company's  common stock that it acquired and paid
for in private transactions.

On April 17, 1989 the Company's parental affiliate PEMC reacquired the following
assets and liabilities:

         Advances to affiliates                           $   147,000           
         Transportable treatment units                        214,790           
         Other fixed assets                                     4,441           
         Accounts payable and accrued expenses                (68,849)          
         Advances from parental affiliate                    (163,059)          
         Series 1 zero coupon bonds                          (280,000)          
         Bank note                                            (30,000)          
                                                           ----------           
         Net                                              $  (175,677)          
                                                           ==========           
                                                          
The Company  incurred a net loss of $29,560  during this time period,  of which,
$29,345  has been  reflected  as  discontinued  operations  in  these  financial
statements.

                                      F-10
<PAGE>

                          WHITNEY AMERICAN CORPORATION
                    Notes to Financial Statements - continued

Note D - Income Taxes

There is no  provision  for income  taxes  since the Company  has  incurred  net
operating losses.

Income taxes at the federal statutory rate is reconciled to the Company's actual
income taxes as follows: 
<TABLE>

<CAPTION>

                                                                           May 31, 
                                                                       1989        1988
                                                                    ---------    ---------
 <S>                                                               <C>          <C> 
     Federal income tax benefit at statutory rate (15.0%)          $   (4,400)  $       --
     State income tax benefit net of federal tax effect                (1,200)          --
     Deferred income tax valuation allowance                            5,600           --
                                                                    ---------    ---------
                                                                   $       --   $       --
                                                                    =========    =========  

The Company's deferred tax assets are as follows:
                                                                           May 31, 
                                                                      1989         1988
                                                                    ---------    ---------

     Net operating loss carryforward                               $    5,600   $       --
     Valuation allowance                                               (5,600)          --
                                                                    ---------    ---------
                                                                   $       --   $       --
                                                                    =========    =========
</TABLE>

At May 31, 1989,  the Company has net operating  loss  carryforwards  of $28,660
which may be available to offset future taxable income through 2004.

Note E - Related Party Transactions

The Company's  legal counsel,  of which the Secretary of the Company is the sole
proprietor, was paid $2,500 during the year ended May 31, 1989.

Note F - Subsequent Events

Restructuring of Company

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

                                      F-11

<PAGE>

                          WHITNEY AMERICAN CORPORATION
                   Notes to Financial Statements - continued

Note F - Subsequent Events - continued

Restructuring of Company - continued

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 per share  amounts  have been  restated to reflect
this restructuring.

1997 Stock Option Plan

The Company has adopted a stock  option plan (the "CSO Plan")  which  allows for
the  issuance  of  options  to  purchase  up to  2,000,000  shares  of  stock to
employees,  officers,  directors and consultants of the Company. The CSO Plan is
not intended to qualify as an "incentive stock option plan" under Section 422 of
the  Internal  Revenue  Code.  Options  will be  granted  under  the CSO Plan at
exercise  prices to be  determined  by the Board of  Directors or other CSO Plan
administrator.  The Company will incur  compensation  expense to the extent that
the market value of the stock at date of grant exceeds the amount the grantee is
required to pay for the options. No options have been granted under the CSO Plan
to date.

1997 Employee Stock Compensation Plan

The Company has adopted an  employee  stock  compensation  plan (the "ESC Plan")
which allows for the issuance of up to 1,500,000  shares of stock to  employees,
officers,  directors  and  consultants  of the  Company.  The Company will incur
compensation  expense to the  extent  the  market  value of the stock at date of
grant exceeds the amount the employee is required to pay for the stock (if any).
The ESC Plan will be  administered  by the Board of  Directors or a committee of
directors. No stock has been awarded under the ESC Plan to date.

                                      F-12

<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-K to be signed on its behalf
by the undersigned, thereto duly authorized individual.

Date: July 10, 1997

                                             WHITNEY AMERICAN CORPORATION



                                             By /S/ Stephen M. Siedow
                                             .................................
                                             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          July 10, 1997
    Stephen M. Siedow




/S/ John D. Brasher Jr.
 ........................           Secretary                       July 10, 1997
    John D. Brasher Jr.