UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 FORM 10-KSB


[  X  ]  ANNUAL REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES
         EXCHANGE ACT OF 1934
 
              FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1997

                                      OR

[     ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

        FOR THE TRANSITION PERIOD FROM .............. TO................
                       COMMISSION FILE NUMBER 0-23402

                         WATERPUR INTERNATIONAL INC.
            (Exact name of registrant as specified in its charter)

              DELAWARE                          11-2863244
    State or other jurisdiction of            (I.R.S. Employer 
    incorporation or organization             Identification no.)     

1335 GREG STREET, UNIT 104, SPARKS, NEVADA          89431      
(Address of principal executive offices)          (Zip Code)                  

        Company's telephone number, including area code: (702) 331-5524

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

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

TITLE OF CLASS:            COMMON STOCK, $0.005 PAR VALUE
--------------                                                            

Check whether issuer (1) has filed all reports required to be filed by Section
13  or  15(d) of the Securities Exchange Act during the past 12 months (or for
such  shorter  period  that the registrant was required to file such reports),
and  (2)  has  been subject to such filing requirements for the past 90 days. 
Yes [ X ] No [   ]

Check  if  disclosure  of delinquent filers pursuant to Item 405 of regulation
S-B  is  not  contained  herein  and  will  not  be  contained, to the best of
registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]

     Issuer's revenue for its most current fiscal year: $1,301,575

The  aggregate  market value of the common stock held by non-affiliates of the
registrant  as  of  January  7,  1998 was approximately $10,730,000 (9,776,162
shares at $1.09766 per share)

As  of  January  7,  1998  there  were  12,500,710  shares  of  common  stock
outstanding, par value $.005 per share.

                  Documents Incorporated By Reference: None

<PAGE>
                                    PART I

ITEM 1:     DESCRIPTION OF BUSINESS

This  Form  10-KSB  contains  various  "forward looking statements" within the
meaning of  Section 27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities Exchange Act of 1934, as amended, which represent the
Company's  expectations  or  beliefs  concerning  future events, including the
ability  of  the  Company to secure additional debt and/or equity financing to
fund  future  expansion  and  operations.   In addition, statements containing
expressions  such  as  "believes," "anticipates," "plans" or "expects" used in
the  Company's  periodic  reports  filed  with  the  Securities  and  Exchange
Commission  are  intended to identify forward-looking statements.  The Company
cautions  that these and similar statements included in this and in previously
filed  periodic  reports are further qualified by important factors that could
cause  actual  results  to differ materially from those in the forward-looking
statements,  including,  without  limitation,  the  following:  political  and
economic  instability  in  international  markets;  the  effect  of  economic
conditions; the effect of regulatory and governmental actions; fluctuations in
prices, exchange rates, tariffs and other barriers.

HISTORY OF THE COMPANY

WaterPur  International  Inc.  ("WPUR"  or  the  "Company",  which  term shall
include,  unless  the  context  so  requires, its subsidiaries) was originally
incorporated  under  the  laws  of  the State of Delaware on April 3, 1987, as
Arnex  Investment  Group, Ltd.  On August 3, 1993, the name of the Company was
changed  to  Vector  Environmental Technologies, Inc. and on June 16, 1997 the
Company's name was changed to WaterPur International Inc.

On  August 24, 1993, Amyn Dahya acquired approximately 72%, or 640,000 shares,
of  the  issued  and outstanding common stock of the Company from an unrelated
company.    At  that time, Mr. Dahya was elected President and Chief Executive
Officer of the Company.

The Company operates through the following active subsidiaries:


<TABLE>
<CAPTION>

<S>                         <C>                 <C>
                             JURISDICTION OF 
ENTITY                       ORGANIZATION        BUSINESS PURPOSE
---------------------------------------------------------------------------
Vector Vietnam, Ltd. ("VVL")  Vietnam            Holds and manages Vietnamese
                                                 operations
Vector Venture Corp. (VVC")   Canada             Holds certain technologies
                                                 and licenses
Vector Manufacturing Corp.    Nevada             Provides purchasing and 
                                                 manufacturing services
STOX Systems, Inc.            Canada             Holds certain technologies

</TABLE>

Other  than  VVC,  all  of the above named corporations are wholly owned by the
Company.  The Company owns approximately 95% of the outstanding shares of VVC.

BUSINESS - GENERAL

The  Company's  principal  business  is  to  develop  or acquire environmental
technologies  in  the areas of water treatment, purification and depollution. 
WPUR  has  organized its business activities in four areas, all related to the
development  and  sale  of  water purification systems, safe water and related
technologies:    the  design,  development  and utilization of technologies to
address  water  treatment  facilities  which will provide rural and semi-urban
communities  with a reliable supply of clean, safe water; the sale of purified

<PAGE>

water  and  water  products  through  retail water stores; the development and
operation  of  a  water bottling plant and related sales of bottled water; and
sales  of  personal  and  household  water  purification systems to retail and
wholesale markets.

The  Company's  focus  is  in  the  area  of water treatment, purification and
depollution.  The  Company's water purification systems are designed to purify
water  from  rivers,  lakes  and  other  water  sources using a combination of
filtration, adsorption and microbial destruction processes to produce safe and
healthy  drinking  water,  with  technical  and  economic  efficiency  that is
required for conditions which exist in developing nations.

During  1997,  the Company's primary market focus was in Vietnam and the North
American consumer market. However, the Company is in the process of developing
programs  in  other countries and regions including India, Southern Africa and
the Commonwealth of Independent States ("CIS").

In  Vietnam,  the  Company  is  actively marketing the full range of its water
related products and services.

COMMUNITY WATER SYSTEMS

The  Company  has  expanded  its product line of Community Water Systems.  The
three  major  products are the WP 1000, WP 100S and WP 100G. These systems are
designed to meet the needs of small to medium sized communities and can supply
safe water to communities of up to 100,000 persons.  The systems are low cost,
modular  in  design  and  can  be  configured  to  meet  the specific site and
operating  requirements.    They  are  quickly and easily installed and can be
modified  to  meet the changes in raw water quality and increased demand.  The
systems  utilize  a  number  of  technologies  depending  on raw water quality
including  a  variety  of  filtration  and  media  options,  alternative  tank
configuration and a range of control options.

WP 1000 Series

These  systems  can treat up to five thousand cubic meters per day.  These are
turnkey systems which can take water from its source and deliver it to the end
user.    The  systems  could  consist  of a combination of modules to include:
pre-treatment,  filtration,  clarification, water softening and disinfection. 
Other  modules  are  available  based  on  local requirements such as iron and
maganese  removal, radioactivity removal, fluoride removal, chemical oxidation
to oxidize organics such as petrochemicals, phenols, etc.

WP 100S

These systems can treat up to one hundred cubic meters per day.  These systems
are  manually  operated  with  a filtration module which can treat high turbid
water and provide potable water.

WP 100G

In addition to the benefits of the WP 100S systems, these systems remove iron,
maganese and hardness typically found in underground water sources.

Other

In  addition, the Company is able to design and implement larger systems based
on the requirements of its customer.

<PAGE>

During  fiscal  1996,  the Company installed its first WP1000 series system in
Huong  Son,  a  Vietnamese  community  of approximately 10,000 people.  During
fiscal  1997,  the Company installed two systems in Vietnam for communities of
15,000  and  20,000  persons.    Systems  for an additional two communities of
10,000 and 25,000 are expected to be installed by the second quarter of fiscal
year 1998.  The equipment for the systems are already in Vietnam.

The Company has received letters of intent from various Vietnamese communities
for the purchase and installation of water treatment facilities.  Should these
installations  take  place,  it will be the responsibility of the community to
operate  and  maintain  the  systems  on a day to day basis, while the Company
would  provide  periodic  maintenance  and  repair  services  under a separate
maintenance  contract  as  is  the case for systems presently in service.  The
Community  Water  Program in Vietnam will serve as the model for the Company's
future expansion into other countries.

The  Company intends to concentrate its efforts in Vietnam and the CIS markets
in  fiscal  1998.    Success of the Company's activities is dependent upon the
Company  being  able  to  implement  a  financing program that is supported by
acceptable  bank  guarantees.    There is no assurance that such funds will be
available in the amounts necessary or under acceptable terms.

BULK WATER SYSTEMS AND SALES

The  Company currently sells purified water and water products through Company
and  third  party operator owned retail water stores in Vietnam.  This product
line  uses  the  Company's  water  purification  equipment and technologies to
purify water sold through stores on a point of sale basis.  The purified water
is  dispensed  in  containers provided by either the Company or the consumer. 
      water purification systems under a contract with Vietnam Airlines at the
Hanoi  Noi  Bai International Airport.  These systems supply purified water to
all  of  Vietnam  Airlines' local and international flights as well as for use
within the airport terminal.

BOTTLED WATER

The  Company's strategy in this product line is to utilize its technologies to
establish bottling plants in close proximity to target markets.  The Company's
technology enables purification of water from municipal sources rather
than  requiring  a  pristine  natural  water  source  from  a  remote location
necessitating  excessive transportation requirements.  Plants will be operated
both by the Company and under license by the Company.

During  1996,  the Company installed and commissioned its first bottling plant
water purification systems in the Nam Ha Province of Vietnam.  This
plant  has  an  initial  annual  capacity  of  6 million liters per year.  The
capacity  of  the plant can be increased, on a modular basis, up to 16 million
liters per year to meet increases in demand.

The  Company is presently studying opportunities for additional water bottling
plants  and  distribution of bottled water in Vietnam and is considering other
countries  and  markets  where  it  determines  its  bottling plant concept is
appropriate.    Identifying  owner operators and/or distribution partners with
access  to  markets  and  access to  financing are the critical factors to the
success of this product line.

CONSUMER AND INSTITUTIONAL PRODUCTS

The  Company  has  developed  a  product  line of personal and household water
purification systems.  In the North American market, the Company has developed

<PAGE>

a  line  of  products  that  enhance  the  quality  of water provided by their
respective  municipalwater  utilities.  In the international markets, the need
for  disinfection  requires the use of additional technologies such as various
resins  and ozonization.  The Company has used such technologies in the design
of  its  product line.  These products include water purification systems sold
or  leased  to  schools and hospitals in Vietnam, countertop and under counter
systems,  and  plastic  sports  water  bottles  that  contain  taste enhancing
filtration  systems.    The Company anticipates that marketing efforts for the
North  American  products  will  continue.   It is expected that the Company's
products  will  be  marketed  through  television, radio and print media.  The
Company,  however, plans to de-emphasize the international sale and leasing of
consumer  and institutional products during 1997 due to marginal profitability
and the Company's desire to concentrate on its more profitable community water
products.

See  Notes  to Consolidated Financial Statements for information regarding the
Company's operations by geographic region.

OTHER TRANSACTIONS

On June 19, 1995, the Company completed the acquisition of 8,670,618 shares of
VVC  common  stock (approximately 95%) through the issuance of the same number
of shares of Company common stock.  VVC was related to the Company through the
existence of certain common officers, directors and significant stockholders. 
Therefore,  the  investment  in  VVC  was  accounted  for  as a combination of
entities  under  common  control,  which  is  a method similar to a pooling of
interests.    Accordingly,  the accompanying consolidated financial statements
include  assets and liabilities of VVC at their historical cost and operations
of VVC for all periods presented.

During 1995, Casmyn Corp. ("Casmyn"), a company related through certain common
officers,  directors  and  significant  stockholders  acquired  a  controlling
interest  in  the  Company  through the purchase of 3,000,000 of the Company's
convertible  preferred  shares  in  exchange  for  approximately $2,400,000 in
liabilities  owing  to  Casmyn.    On  September 29, 1995, Casmyn purchased an
additional  1,000,000 convertible preferred shares of the Company at $2.00 per
share.

On  September  30,  1996,  Casmyn elected to convert its preferred shares into
common  shares  of  the Company, resulting in Casmyn then owning approximately
24.3% of the Company.

During  the fourth quarter of 1996, Casmyn exchanged 425,750 shares of Auromar
Development  Corporation  ("Auromar") common stock for 1,532,700 shares of the
Company's  restricted  common  stock,  resulting  in  Casmyn  increasing  its
percentage  ownership  in  the  Company  to  approximately 31.2%.  The Company
recorded these shares at a value of $1,532,700 or $1.00 per share.  This value
reflects a discount from the price at which WPUR common shares were trading on
the  OTC  Bulletin  Board  on  the date of the transaction.  These shares were
subsequently  exchanged for 163,750 common shares of Casmyn resulting from the
merger  of  Casmyn  and  Auromar.  The then current market value of the Casmyn
shares  trading  on the OTC Bulletin Board approximated the carrying value of
those shares.

Effective  September  30,  1997,  the  Company  issued 7,900,004 shares of the
Convertible  Preferred  Stock  ("Convertible Preferred Shares") to Casmyn (the
"Restructuring")  through  the transactions described below.  Each Preferred
Share is entitled to two votes per share, bears no dividend, constitutes a 
senior security of the Company and may be converted by the holder at any time
after twelve months from the date of distribution into two shares of common
stock of the Company. All remaining Convertible Preferred Shares will be 
automatically converted into two shares of common stock of the Company on the
eighteenth month from the date of distribution to the Casmyn Shareholders.
Casmyn Corp. has announced  that  it is distributing the 7,900,004 Convertible 
Preferred Shares to  its  common  and  preferred  shareholders  of  record as of
October 15, 1997, subject to obtaining necessary regulatory approvals. The 
restructuring involved the following:

<PAGE>

(a)    Conversion  of $4,574,363 (net of $157,435 which represented the market
value  of  31,487  common  shares  of the Company which was offset against the
total  debt)  of outstanding debt to Casmyn to 5,082,626 Convertible Preferred
Shares.

(b)    Exchange  of 5,634,756 common shares of the Company owned by Casmyn for
2,817,378  Convertible  Preferred Shares of the Company.   The number of
Convertible  Preferred  Shares  to  be  received  upon  the  conversion of the
outstanding  debt  was  determined  based upon the closing market price of the
Company's  common  stock  on  September 30, 1997.  

(c)  The sale of 150,000 shares of the Casmyn common stock held by the Company
for cash of $5.00 per share.

(d)    As  part of the Restructuring, the Company issued to Casmyn warrants to
purchase  up  to  3,300,000 shares of the Company's common stock at a price of
$.75 per share exercisable for a three year period. 

The restructuring was based upon the advice of independent investment banking 
firms representing the respective interests of the Company and Casmyn.

INDUSTRY OVERVIEW AND CERTAIN FACTORS RELATING TO THE COMPANY'S PROPERTIES

Marketing

The  Company's marketing strategy for water purification systems is to utilize
exclusive  agreements  with  organizations  which  management believes provide
contacts  and expertise necessary to penetrate target markets.  Initial market
focus  has  been  directed  primarily to developing nations where the need for
purified  drinking  water  is most critical and where the Company's technology
and  its  commitment to developing the infrastructure necessary to assure long
term  water  quality  has  an advantage over competitive systems.  The Company
expects  that its consumer products will be marketed through television, radio
and print media.

Competition

With  the  exception  of  large  infrastructure  projects  involving municipal
systems  for  large  cities, competition relating to water treatment equipment
and  services  in  developing  countries  is  weak  and  fragmented  with most
competitors  offering  a  limited  capacity in terms of technology and product
diversification.    Competition  in  Vietnam  for  the Company's bottled water
products  is substantial.  The Company maintains a product line which utilizes
a  wide  variety of technologies with a strategy of matching the right product
utilizing  the  most  effective technology to meet consumer needs.  All of the
Company's products are competitively priced in all of its target markets.

Purchasing and Principal Suppliers

The  raw  materials  used  in  the  Company's products include filters, filter
housings, treatment media, treatment chemicals, tanks, control systems, valves
and  various  other  plumbing  supplies.  Most  of  these  components are of a
standard nature and widely available.

<PAGE>

The  Company  maintains  relationships  with  several  principal suppliers and
subcontractors  due  to quality considerations and in order to avail itself of
volume  pricing.    No  supplier  is  currently  considered  a  sole  source.
Alternative  suppliers  with  acceptable  technology  and  quality  have  been
identified for all critical components.

Patents, Copyrights and Licenses

The  Company  holds  a  patent relating to the design of one of its countertop
water purification cartridges.

Technologies  relating  to  water  purification  and  treatment  and hazardous
material  storage,  while proprietary, are based on know how and trade secrets
and  are  not generally patented.  The Company does not intend to patent these
technologies  due  to  the  nature of the technologies and the level of public
disclosure involved in the patent process.

Need for Additional Financing

As  shown  in the financial statements for the years ended September 30, 1997,
1996  and  1995,  the  Company  incurred  losses of $4,325,654, $3,962,346 and
$3,365,801.   These factors, among others, may indicate that the Company's 
continuation  as  a  going concern is dependent upon its ability to
generate  sufficient  cash  flow to meet its obligations on a timely basis, to
obtain  financing,  and  ultimately  obtain  profitability.  (See "Management's
Discussion and Analysis or Plan of Operation"). To fully develop markets  for
its  products,  the  Company will require substantial additional financing. 
There is no assurance that the Company will be able to secure such financing 
on acceptable terms.

Certain Tax Considerations

The  Company  is  predominantly  invested  in  foreign  subsidiaries.    Those
subsidiaries  are  subjected  to  taxes  imposed  on  them  in  the  foreign
jurisdictions  in which they operate and in which they are organized. Further,
their income is subject to US federal and state income taxes when distributed,
deemed  distributed  or  otherwise  attributed  to, the Company, which is a US
corporation.    Complex  US  tax  rules  apply for purposes of determining the
calculation  of  those  US taxes, the availability of a credit for any foreign
taxes imposed on the foreign subsidiaries or the Company and the timing of the
imposition of US tax.

Normally,  all  foreign income earned by a US multinational company eventually
will  be subject to US tax.  Income earned by a foreign branch of a US company
is  taxable  currently  in  the  US, and income earned by a foreign subsidiary
could  be  subject  to  US  tax  either in the year distributed to the US as a
dividend or in the year earned by means of Subpart F, foreign personal holding
company  or  other  federal tax rules requiring current recognition of certain
income earned by foreign subsidiaries.

Income  earned in foreign countries often is subject to foreign income taxes. 
In  order  to relieve double taxation, the US federal tax law generally allows
US  corporations  a  credit  against  their  US  tax liability in the year the
foreign  earnings  become subject to US tax in the amount of the foreign taxes
paid  on  those  earnings.    The  credit  is  limited, however, under complex
limitation  rules,  to,  in general, the US (pre-credit) tax imposed on the US
corporation's  foreign  source  income.    Further,  complex  rules  exist for
allocating  and  apportioning  interest, research and development expenses and
certain  other  expense  deductions  between US and foreign sources.  Limiting

<PAGE>

provisions  of  the  source rules decrease the amount of foreign source income
many US multinationals can generate.  Reduced foreign source income results in
a  smaller  foreign  tax  credit limitation, as the limitation is based on the
ratio of foreign source net income to total net income.

These  rules  can  prevent US multinationals from crediting all of the foreign
taxes  they pay.  To the extent that foreign taxes are not creditable, foreign
source income bears a tax burden higher than the US tax rate.

General Political Risks

The  Company  is  actively  engaged  in  business  activities  in  Vietnam and
anticipates conducting business in various other countries in the future.  The
political  situation  in these countries introduces a certain degree of risk. 
The  governments  exercise  control  over  licensing, importing and exporting,
which  may  impact  on  the  Company's  ability  to  carry  out  its  business
activities.

Government Approval/Regulations

The  products  of  the  Company are significantly impacted  by  environmental,
health  and  import/export  related  government regulations  and  programs.   
In many instances these regulations and programs provide strength to the 
Company's marketing efforts.  The Diamond RainTM water purification  systems 
help  rural  communities  in  developing  and developed countries  meet  World
Health  Organization  and  governmental  standards for drinking water quality.
Anticipated costs relating to government approvals, other  than those 
encountered in the normal course of business, are considered minimal.

Research and Development

The  Company  is  committed  to ongoing research and development.  The Company
spent  $202,916,  $675,891 and $185,053 on research and development activities
during  fiscal  years  ended September 30, 1997, 1996 and 1995, respectively. 
During the past year the Company devoted substantially all of its research and
development  efforts  toward  the review and development of water purification
systems  and  technologies.   While a broad line of water purification systems
has  been  developed,  continued  research  and  development  in  this area is
ongoing.    This research is expected to produce additional product offerings,
address  new  problem  areas,  reduce  the  capital  cost  and  maintenance of
equipment and improve efficiency.

<PAGE>

ITEM 2:     DESCRIPTION OF PROPERTY

Nam Ha, Vietnam, Bottling Plant

VVL's bottling plant is located on approximately 0.5 acres, in the city of Nam
Dinh,  in the Nam Ha province of Vietnam which is approximately 180 kilometers
south of the capital city of Hanoi.  The building, a 7,800 square foot masonry
structure, houses the plant which was completed in April 1996.  A 4,000 gallon
underground  tank  serves  as  a  buffer  for the plant's feed water.  Various
smaller buildings are located on the property that house support equipment and
supplies.    These  facilities  are  under  a  lease  agreement  at  a cost of
approximately $6,900 per year expiring in 2014.

The  bottling and office activities are contained in a climate controlled area
which  is  partitioned  from  warehouse  operations.    The  bottling  area is
approximately 1,800 square feet and contains all process equipment for filling
filtration and purification equipment, purified water storage tanks, a
bottle rinser and the bottle fill line.  The portion of the line where bottles
are  filled  and  capped  is  further segregated into a "clean room."  In this
critical area, filtered air is injected to maintain a positive air pressure so
as to prevent contamination of the finished product.

The  plant  is  equipped  with  a  laboratory  where trained quality assurance
personnel  monitor  water  quality.    In the lab, various tests are conducted
including  tests for microbiological contamination.  Water samples and testing
records  are  also  maintained in this area.  Another portion of the warehouse
contains blow molding operations.

Other

The  Company headquarters are located in Sparks, Nevada in office space leased
by Casmyn.  These operations occupy approximately 4,000 square feet of a 6,500
square  foot  unit  which  includes  office  and  laboratory  facilities.   In
addition,  the  Company  has  engineering  and  managerial  staff  located  in
Vancouver,  Canada  in  a  portion  of  a  6,036  square foot high rise office
building  leased  by Casmyn Corp.  The Company reimburses Casmyn for the space
occupied  by  the  engineering  and  managerial  staff.   These facilities are
adequate  for  the  current  level  of  operations  and  sufficient office and
laboratory space is conveniently located to support future growth.

VVL  occupies office space in Ho Chi Minh City under a lease at an approximate
cost  of  $5,000  per month.  This facility includes offices, temporary living
quarters  and  product show rooms.  VVL also operates five retail water stores
in Ho Chi Minh City and Ha Noi.

ITEM 3.     LEGAL PROCEEDINGS

The  Company  is  not  a  party to any material litigation, whether pending or
threatened, to which it is or may become a party.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           None.

<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The  Company's  common stock is publicly traded in the over-the-counter market
and is listed on the OTC Bulletin Board maintained by  members of the National
Association  of  Securities  Dealers,  Inc.  under  the  symbol  "WPUR".   The
following  table  sets  forth  the  range  of  approximate  high  and  low bid
quotations  since  October 1, 1995, which represent prices between dealers, do
not  include  retail  markups,  markdowns or commissions and may not represent
actual  transactions.  The prices are based upon information obtained from the
National  Daily  Quotation  Service  published by the National Daily Quotation
Bureau, Inc.


<TABLE>
<CAPTION>

                                                   High    Low
<S>                                                <C>    <C>
Quarter from October 1, 1995 to December 31, 1995  $3.50  $1.94
-------------------------------------------------  -----  -----
Quarter from January 1, 1996 to March 31, 1996     $2.50  $1.69
                                                   -----  -----
Quarter from April 1, 1996 to June 30, 1996        $2.75  $1.44
                                                   -----  -----
Quarter from July 1, 1996 to September 30, 1996    $1.88  $1.13
                                                   -----  -----
Quarter from October 1, 1996 to December 31, 1996  $1.72  $0.95
                                                   -----  -----
Quarter from January 1, 1997 to March 31, 1997     $0.98  $0.61
                                                   -----  -----
Quarter from April 1, 1997 to June 30, 1997        $0.66  $0.33
                                                   -----  -----
Quarter from July 1, 1997 to September 30, 1997    $0.78  $0.41
-------------------------------------------------  -----  -----

</TABLE>

On  January  7, 1998, the closing bid quotation for the Company's common stock
was $1.09766 per share.  As of September 30, 1997, there were 575 shareholders
of  record  of  the  Company's  common stock (including brokerage firms and/or
other nominees who may hold shares for multiple investors).

Holders  of  common  stock  are  entitled to receive dividends if, as and when
declared  by  the Board of Directors out of funds legally available subject to
the dividend and liquidation rights of any preferred stock that may be issued.

The  Company  has  never  paid cash dividends on its common stock and does not
anticipate  doing  so  in  the  foreseeable  future.   Rather, the Company has
determined  to  utilize  any  earnings in the expansion of its business.  Such
policy  is subject to change, based on current industry and market conditions,
as well as other factors beyond the control of the Company.

<PAGE>

ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

During  the years ended September 30, 1997, 1996 and 1995, after discontinuing
its  metal  fabrication  segment,  the Company has operated principally in one
business  segment,  the  development  and  sale of environmental technologies,
principally water purification ("water purification").  (See Note 2 of Notes to
the Consolidated Financial Statements.)

Due  to  the  operating  losses  of  the  Company  or  the availability of net
operating  loss  carryforwards,  there  were  no  provisions  for income taxes
recorded  in  the  consolidated  financial  statements  for  the  years  ended
September 30, 1997, 1996 and 1995.

Results of Operations

Year Ended September 30, 1997 Compared to the Year Ended September 30. 1996

Sales  for  the  year  ended  September  30,  1997 were $1,301,575 compared to
$1,017,071 for the year ended September 30, 1996, a net increase of $284,504. 
An increase of $387,862 in sales was due to the commissioning of two community
water  purification  plants in Vietnam, which was offset by decreases of sales
in  other water purification products in Vietnam ($57,799) and other locations
($45,559).  These changes in sales results reflect the Company's repositioning
its  focus  from  consumer  and  institutional products, which generally carry
lower  profit  margins,  to  community  water purification systems, which have
higher sales values and profit margins.

Cost  of  goods  sold  for  the  year  ended  September  30,  1997 amounted to
$1,024,319,  resulting  in  a  gross  profit  of $277,256 (or 21%).  The gross
profit  was  offset  by  a valuation reserve of $365,734 for obsolete consumer
water  filtration and purification inventory items, bringing a negative margin
of $88,478 for the year.  This compared to a gross profit of $160,521 (or 16%)
for  the  year ended September 30, 1996.  The improvement of gross profit, net
of  valuation reserves, was attributable to the increase in sales of community
water  purification plants.  The valuation reserve was provided to recognize a
decrease  in value of the Company's consumer products inventory which is being
liquidated.

Total cost and expenses decreased $729,444, from $4,252,238 for the year ended
September  30, 1996 to $3,522,794 for the year ended September 30, 1997.  This
decrease  was  a  result  of  the  Company's  efforts  to contain costs and to
re-align  its  marketing  and  business  activities.   Salary and compensation
expense  decreased  $700,962  and marketing and promotional expenses decreased
$233,848.  These decreases were partially offset by an increase of $245,923 in
office  and consulting expenses associated with the creation of an engineering
team  in  the  Company's  Canadian  offices.    Depreciation  and amortization
increased  $25,744  reflecting  increases  in  the  Company's  capital assets.
Research  and  development  costs  decreased  $472,975  due  to high levels of
activities in the year ended September 30, 1996 related to introduction of new
product  lines  in North America and commissioning of the water bottling plant
and  the  pilot  community  water  plant  in  Vietnam.   There was a charge of
$406,674  to  income  for  sales  returns  and allowances due to the return of
products by a distributor in Vietnam as part of a new territorial distribution
plan.

Other  expense  for  the  year  ended September 30, 1997 amounted to $714,382,
compared  to an income of $129,371 for the year ended September 30, 1996.  The
change  is  mainly  attributable  to losses in disposition of shares of Casmyn
pursuant to restructuring of the Company's debts and equity interest (see Note
8  in the Notes to the Consolidated Financial Statements); and interest income
earned from investment of surplus funds during 1996.

<PAGE>

Year Ended September 30, 1996 Compared to the Year Ended September 30, 1995

Sales  for  the  year  ended  September  30,  1996 were $1,017,071 compared to
$382,158 for the year ended September 30, 1995.  The $634,913 increase was due
to  higher  sales  volume of water purification products in Vietnam ($195,659)
and the United Arab Emirates ($215,564), and sales of bottled water in Vietnam
from  the Company's water bottling plant ($261,658) which commenced operations
in  June  1996.    These  amounts  were  offset by lower sales volume in North
America  of  water  purification products in 1996 compared to 1995 ($37,968). 
The  gross  profit  for  the  year  ended  September  30,  1996  was  $160,521
(approximately  16%) compared to $81,406 (approximately 21%) in the year ended
September  30,  1995.    The  gross  loss of $107,431 in the fiscal year ended
September  30,  1995  was  due  to  writing  off  $188,837  of  obsolete water
purification  inventory  items.  These write-offs were related to products and
related  supplies  that  the Company discontinued during the fiscal year ended
September 30, 1995.

Costs  and  expenses  were  $4,252,238  for the year ended September 30, 1996,
compared  to  $3,161,994 for the year ended September 30, 1995, an increase of
$1,090,244.    Selling, general and administrative expenses increased $495,589
to  $3,440,258.    Compensation  and  benefits increased $343,525 for the year
ended  September  30,  1996  compared to the year ended September 30, 1995 due
primarily  to  higher  staff  levels  primarily  in  Vietnam staff and support
personnel.    Advertising  and  marketing costs increased $24,341 for the year
ended  September  30,  1996  compared to the year ended September 30, 1995 due
principally  to  increased  costs relating to development of the Company's new
water  purification product line which was introduced in North American market
in  the current fiscal year.  Travel related expenses increased by $191,331 in
the  fiscal  year  ended  September  30,  1996  as  compared to the year ended
September  30,  1995  due  to  market  development activities in India, Ghana,
Vietnam  and  the United Arab Emirates required for on-going business in those
countries.    Other  general and administrative expenses decreased $63,608 for
the  year  ended  September  30, 1996 compared to the year ended September 30,
1995  due  primarily  to  decreased  professional  and  consulting  expenses. 
Research  and  development expenses for the year ended September 30, 1996 were
$675,891  compared  to  $185,053  for  the  year  ended  September 30, 1995 an
increase  of  $490,838  due to increased research, product design, testing and
product  certification  costs relating to the Company's North American product
line which was introduced in the current fiscal year, the commissioning of the
Vietnam bottling plant and the Houng Son community water system.  Depreciation
and  amortization  expense increased $103,817 for the year ended September 30,
1996  due  to  increased fixed assets in the Company's water bottling plant in
Vietnam.

Other  income (expense)  was  $129,371  in the year ended September 30, 1996 
compared to other  expense of $128,805 in the year ended September 30, 1995, 
due mainly to the  Company  receiving interest income on investments in the 
current year and lower  interest expense on amounts due to Casmyn Corp. in 
fiscal 1996 compared to 1995.

Capital Resources and Liquidity

At  September  30,  1997,  the  Company  had  working  capital  of $2,192,968,
including  $864,759  in  cash  and  cash equivalents.  The major source of the
working  capital  was  generated from the restructuring of the Company's debts
and  equity interest as well as disposal of its investment in Casmyn (see Note
8  in  the  Notes  to  the  Consolidated  Financial Statements). The series of
transactions involved in the restructuring, which took effect on September 30,
1997,  generated $750,000 in cash and extinguished $4,574,363 of current debts
owed to Casmyn.

At  September  30, 1996, the Company had working capital of $82,682, including
$327,553  in  cash  and  restricted  investments.  The major source of working

<PAGE>

capital  was  generated  from financing, which comprised private placements of
shares  in common and preferred stock.  For the year ended September 30, 1996,
the Company received cash of $4,375,000 from private placements.

The  following  is  a discussion of the principal sources and uses of cash and
cash equivalents for the Company in fiscal 1997.

Net  Cash  Provided  by  (Used in) Operating Activities.  Net cash provided by
operating  activities  was  $71,753  in  1997  compared  to  net  cash used of
$4,109,494 in 1996.  The increase in cash from operating activities was due to
increase  in advance from affiliates and reduction in inventory levels, net of
an increase in accounts receivable.  In addition, there were increases in such
non-cash  expense  items as write down of inventory and loss on sale of assets
totaling  $1,156,932,  which  had  no  impact  to  cash  flow even though they
increased  the  net  loss  for the year.  The increase in the net cash used in
operations in 1996 was due principally to the increase in inventory levels and
accounts receivable related to Vietnam and North American sales activities and
the  net  loss  due to increased costs and expenses relating to sales of water
purification  systems.    Net cash used in operating activities was $2,015,209
for  the  year ended September 30, 1995, due primarily to $3,365,801 in losses
from  operations  related  to  sales  of  water purification systems offset by
increases  in  advances  from  related  parties and decreases in various asset
accounts.

Net  Cash  Provided  by  (Used in) Investing Activities.  Net cash provided by
investing  activities  was  $866,694  in  1997  compared  to  net cash used of
$916,160  in  1996.    The  increase in cash was due to proceeds from sales of
investment  in  affiliate  ($898,095)  pursuant  to  the  September  30,  1997
restructuring  as  discussed  above and the release of a restricted investment
asset  ($250,000).    On the other hand, there was no disposition of assets in
1996  and  assets  ($250,000) was pledged as collateral for the line of credit
established during the same year.   In addition, net cash used in purchases of
investment and fixed assets amounted to $281,401 in 1997 compared to $666,160.
In  1995,  the  Company  received  $191,709 from the sale of assets, which was
offset  by cash purchases of property and equipment in the amount of  $90,710,
providing a net cash of $100,999 from investing activities.

Net  Cash  Provided  by  Financing  Activities.    Net  cash used by financing
activities was $185,000 in 1997 compared to net cash increase of $4,643,500 in
1996.    During  1997,  the  Company  repaid  its  $235,000 line of credit and
received  $50,000  from  issuance  of  common shares as result of 99,500 stock
options  exercised  during  the  year.    During  1996,  the  Company received
$4,375,000  from  the  issuance  of  preferred  and  common  stock  in private
placements.   In addition, the Company received $235,000 from borrowings under
a  line  of  credit  and  $33,500  from  the exercise of stock options.  These
activities resulted in net cash provided by financing activities of $4,643,500
in  the  year  ended  September  30,  1996.  During 1995, the Company received
$1,325,660 from the issuance of common stock of the Company and VVC in private
placements

Management  anticipates  that  the net use of cash by operations will increase
during  the foreseeable future due to expenditures relating to the development
of  various  markets  for  the  Company's  water  purification  products  and
technologies,  particularly  in  the  CIS  and  Asia.  The Company is actively
pursuing private placement opportunities to meet its future cash requirements,
it  will  use proceeds from private placements of its common stock to fund the
on-going  activities in the short term and anticipates that it will be able to
secure  a  debt financing source to fund longer term projects.  As evidence of
the Company's ability to secure debt and/or equity financing, on September 11,
1995,  in an exempt private transaction the Company sold 500,000 shares of its
restricted  common  stock for $1,000,000.  On September 29, 1995, in an exempt
private  transaction  the Company sold 1,000,000 units to Societe Generale for
$2,375,000  ($2.50  per share, net of an investment banking fee of $125,000). 
Each  unit  including  one  common  share  and one-half warrant to purchase an
additional  500,000  shares  of  Common  stock  at  $3.00  per share.  Also on
September  29,  1995,  in  an  exempt  private  transaction  the  Company sold

<PAGE>

1,000,000  shares  of  preferred  stock to Casmyn for $2,000,000.  The Company
used the proceeds from the private placements to fund production and marketing
activities as well as for general corporate purposes.

During  the  year  ended September 30, 1997, the Company has relied upon short
term  working  capital  loans  from  Casmyn to fund its cash needs.  Effective
September  30, 1997, the Company settled its obligations to Casmyn through the
issuance  of  5,082,626 shares of Convertible Preferred Stock and sold 150,000
shares  of  Casmyn Corp. common stock to Casmyn for $750,000 (see Note 8).  In
addition, Casmyn exchanged 5,634,756 common shares (representing approximately
a 31.2% ownership interest in the Company) for 2,817,378 shares of Convertible
Preferred  Stock.    Effective  September  30,  1997,  Casmyn Corp. declared a
dividend  of the 7,900,004 shares of Convertible Preferred Stock to its common
and preferred shareholders of record on October 15, 1997.  The result of these
transactions  is that as of September 30, 1997 Casmyn Corp. no longer holds an
equity  ownership position in the Company.  As part of the above transactions,
the  Company issued 3,300,000 warrants to Casmyn Corp. at an exercise price of
$0.75, these warrants are exercisable for a period of three years.

The  Company  is  currently  in  a  negative cash flow position and is funding
current operations through its cash balances and turnover of current assets. 
The  Company believes that its present cash reserves and current assets are 
sufficient to fund operations  through  the  quarter  ending June 30, 1998.  
The Company's future growth  and  continued  existence  is  dependent  upon it 
being able to secure additional  financing in the form of debt or equity or a 
combination thereof.  The Company  anticipates  that a water utility project in
the CIS recently awarded to  Casmyn  Corp.  for  which the Company will be a 
subcontractor will provide positive cash flows for the Company.  The Company is
 also discussing financing
programs  with  several  banks  to  fund the Community Water Program discussed
above.    There is no assurance, however, that such funds will be available in
the future in amounts, or on terms, acceptable to the Company.

The  Company  is  organized with a relatively small, highly trained management
and  professional  staff  and  anticipates  that  the overall staff level will
remain  low  in  the  foreseeable  future.    The  Company  utilizes research,
technical  and  management  services  provided by Casmyn to develop commercial
applications  for  water  purification technologies.  Casmyn bills the Company
for  these  services  at rates approximating cost recovery.  Casmyn billed the
Company  $242,726,  $285,730,  and  $223,677  for these services for the years
ended  September 30, 1997, 1996, and 1995, respectively.  The Company believes
that this arrangement will not require a significant investment by the Company
in either personnel or facilities.

RECENTLY ISSUED ACCOUNTING STANDARDS

In  February  1997,  the  Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), Earnings Per
Share.  The statement is effective for financial statements of the Company for
periods  ending  after December 15, 1997, including interim periods.  SFAS No.
128  establishes  standards  for  computing  and presenting earnings per share
("EPS")  and  applies to entities with publicly held common stock or potential
common  stock.  This statement simplifies the standards for computing earnings
per  share  previously  found  in  APB Opinion No. 15, Earnings Per Share, and
makes  them  comparable  to  international  EPS  standards.    It replaces the
presentation  of  primary  EPS  with  a  presentation  of  basic EPS.  It also
requires  dual presentation of basic and diluted EPS on the face of the income
statement  for  entities  with  complex  capital  structures  and  requires  a
reconciliation  of  the numerator and denominator of the basic EPS computation
to  the  numerator  and denominator of the fully diluted EPS computation.  The
Company  will adopt the new statement for its fiscal year ending September 30,
1998,  and  anticipates  that  earnings  per  share  calculations  will not be
significantly different from those previously calculated.

<PAGE>

The  FASB  recently issued Statement of Financial Accounting Standards No. 130
("SFAS  130"),  Reporting  Comprehensive Income, which is effective for fiscal
years  beginning  after December 15, 1997.  SFAS 130 establishes standards for
reporting and displaying comprehensive income and its components in a full set
of  general-purpose  financial  statements.    The  Company will adopt the new
statement  for its fiscal year beginning October 1, 1998, and anticipates that
adoption  will  not  have  a  significant impact on its consolidated financial
statements.

The  FASB  recently  issued Statement of Financial Accounting Standard No. 131
("SFAS  131"),  Disclosure  About  Segments  of  an  Enterprise  and  Related
Information,  which is effective for fiscal years beginning after December 15,
1997.    SFAS 131 establishes standards for segment reporting in the financial
statements.    It  also  establishes  standards  for related disclosures about
products and services, geographic areas and major customers.  The Company will
adopt  the  new  statement  for  its fiscal year beginning October 1, 1998 and
anticipates  that  providing  required  disclosures  will  not  result  in
significantly  different information than that which is disclosed in Note 4 in
the Notes to the Consolidated Financial Statements.

<PAGE>

<TABLE>
<CAPTION>


<PAGE>
ITEM 7. FINANCIAL STATEMENTS

<S> <C>                                                                 <C>
The following financial statements are filed as part of this Report:     Page
                                                                         ----
     Consolidated Financial Statements of WaterPur International Inc.

     Independent Auditors' Report.                                        17

     Consolidated Balance Sheets as of September 30, 1997 and 1996        18

     Consolidated Statements of Operations for the Years Ended
       September 30, 1997, 1996 and 1995.                                 19

     Consolidated Statements of Stockholders' Equity (Deficiency)
       for the Years Ended September 30, 1997, 1996 and 1995              20

     Consolidated Statements of Cash Flows for the Years
       Ended September 30, 1997, 1996 and 1995                            21

     Notes to the Consolidated Financial Statements.                      22

</TABLE>

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of WaterPur International Inc.

We  have  audited  the  accompanying consolidated balance sheets of WaterPur
International  Inc.  and  subsidiaries  (collectively,  the  "Company")  as of
September  30,  1997  and  1996,  and  the  related consolidated statements of
operations,  stockholders' equity (deficiency), and cash flows for each of the
three  years  in  the  period  ended  September  30,  1997.    These financial
statements  are  the  responsibility  of  the  Company's  management.    Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In  our  opinion, these consolidated financial statements present fairly, in
all  material  respects, the financial position of the Company as at September
30,  1997  and  1996, and the results of their operations and their cash flows
for  each  of  the  three  years  in  the  period  ended September 30, 1997 in
conformity with accounting principles generally accepted in the United States.

The  accompanying  consolidated  financial  statements  have  been  prepared
assuming  that  the Company will continue as a going concern.  As discussed in
Note  10  to  the  consolidated  financial statements, the Company's recurring
losses  from operations raises substantial doubt about its ability to continue
as  a  going  concern.    Management's  plans  concerning  this matter is also
described  in  Note  10.  The consolidated financial statements do not contain
any adjustments that might result from the outcome of this uncertainty.

Deloitte & Touche,
Chartered Accountants


Vancouver, Canada
December 15, 1997

<PAGE>
<TABLE>
<CAPTION>
                         WATERPUR INTERNATIONAL INC.
                         CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------
                                                  SEPTEMBER 30,  SEPTEMBER 30,
                                                  1997           1998
------------------------------------------------------------------------------
                         ASSETS
                         ------
<S>                                              <C>            <C>
CURRENT ASSETS:
Cash and cash equivalents                          $864,759       $ 77,553
Restricted investments                                    -        250,000
Accounts receivable, net of allowance  
 for doubtful accounts of                           475,856        232,802
 39,214 and $88,837
Inventories                                       1,443,738      2,122,641
Other assets                                        109,041         58,962
Total current assets                              2,893,394      2,741,958
                                                  ------------------------ 
INVESTMENT IN AFFILIATES                              6,453      1,715,950
PROPERTY AND EQUIPMENT, NET                         560,583        577,657
OTHER ASSETS                                          5,089         42,243
                                                  ------------------------
TOTAL ASSETS                                     $3,465,519     $5,077,808
                                                 =========================
==========================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------                        
CURRENT LIABILITIES:
Accounts payable                                   $313,145      $367,904
Accrued liabilities                                 150,674       213,447
Due to related parties, net                          36,520     1,772,852
Line of credit                                            -       235,000
Other Liabilities                                   200,087        70,073
                                                    ---------------------
Total current liabilities                           700,426     2,659,276
                                                    ---------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
5% Cumulative convertible preferred stock, 
$.00001 par value;10,000,000 shares authorized;
7,900,004 and nil shares issued and outstanding,
liquidation preference $3,555,002 and $nil              79             -
Common stock, $.005 par value; 25,000,000 shares
authorized; 12,500,710 and 18,035,966 shares 
issued and outstanding                              62,504        90,180
Additional paid-in capital                      22,614,494    17,962,534
Accumulated deficit                            (19,969,346)  (15,643,692)
Foreign currency translation adjustment             57,362         9,510
                                                ------------------------
Total stockholders' equity                       2,765,093     2,418,532
                                                ------------------------ 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $3,465,519    $5,077,808
                                                ========================
<FN>

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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                            WATERPUR INTERNATIONAL INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995
------------------------------------------------------------------------------
<S>                                      <C>          <C>          <C>
                                                1997         1996         1995 
------------------------------------------------------------------------------

SALES                                     $1,301,575   $1,017,071   $  382,158 
COST OF GOODS SOLD                         1,024,319      856,550      300,752 
VALUATION RESERVE FOR INVENTORY              365,734            -      188,837 
                                         -------------------------------------
GROSS PROFIT (LOSS)                          (88,478)     160,521   (  107,431)
                                         -------------------------------------

COSTS AND EXPENSES:
  Selling, general and administrative
    expense                                2,751,371    3,440,258    2,944,669 
  Depreciation and amortization              161,833      136,089       32,272 
  Research  and development                  202,916      675,891      185,053 
  Sales returns and allowances               406,674            -            - 
                                         -------------------------------------
     Total cost and expenses               3,522,794    4,252,238    3,161,994 
                                         -------------------------------------

LOSS FROM OPERATIONS                     ( 3,611,272)  (4,091,717) ( 3,269,425)

OTHER INCOME (EXPENSE):
  Loss on sale of investment in affiliate  ( 791,198)           -            - 
  Other income (expense)                      76,816      129,371    ( 128,805)
                                         -------------------------------------
                                           ( 714,382)     129,371    ( 128,805)
                                         -------------------------------------
LOSS FROM CONTINUING OPERATIONS           (4,325,654)  (3,962,346)  (3,398,230)
                                         -------------------------------------
DISCONTINUED OPERATIONS:
     Loss from discontinued operations             -            -    (  77,354)
     Gain on disposal of discontinued operations   -            -      109,783 
                                         -------------------------------------
INCOME  (LOSS) FROM DISCONTINUED OPERATIONS        -            -       32,429 
                                         -------------------------------------

NET LOSS                                 $(4,325,654) $(3,962,346) $(3,365,801)
                                         =====================================
------------------------------------------------------------------------------
LOSS PER COMMON SHARE:
     Net loss from continuing operations $(4,325,654) $(3,962,346) $(3,398,230)
     Dividends on cumulative preferred 
      stock                                        -  (   200,000)  (   37,500)
                                         -------------------------------------
     Net loss from continuing 
      operations applicable to 
      common shares                      $(4,325,654) $(4,162,346) $(3,435,730)
                                         =====================================
     Loss per common share from 
      continuing operations              $    (0.24)  $    (0.33)  $     (0.31)
     Loss per common share from 
      discontinued operations                     -           -           - 
                                         -------------------------------------
NET LOSS PER COMMON SHARE                $    (0.24)  $    (0.33)  $     (0.31)
                                         =====================================
 WEIGHTED AVERAGE COMMON SHARES 
  OUTSTANDING                            18,115,181   12,480,178    11,032,179 
                                         =====================================
------------------------------------------------------------------------------
<FN>

The  accompanying notes are an integral part of these consolidated financial
statements

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                         WATERPUR INTERNATIONAL INC.
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
            FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995

                                    Number                   Number                   Additional
                                 of Common     Common  of Preferred  Preferred           Paid-in
                                    Shares      Stock        Shares     Stock            Capital

<S>                            <C>          <C>        <C>            <C>          <C>
                               -----------  ---------  -------------  -----------  ------------
BALANCES AT SEPTEMBER 30, 1994  10,623,556   $ 53,118              -   $        -   $ 7,879,761 
                               -----------  ---------  -------------  -----------  ------------

  Private placement                500,000      2,500              -            -       997,500 
  Private placement of units     1,000,000      5,000              -            -     2,370,000 
   Issuance of shares for services 100,000        500              -            -       199,500 
  Exercise of VVC warrants         221,210      1,106              -            -       324,554 
  Issuance of compensatory stock
     options                             -          -              -            -        99,500 
  Preferred stock:
     Issued for retirement of debt       -          -      3,000,000           30     2,378,445 
     Issued for cash                     -          -      1,000,000           10     1,999,990 
  Foreign currency translation
     adjustment                          -          -              -            -             - 
  Net loss                               -          -              -            -             - 
                               -----------  ---------  -------------  -----------  ------------
 BALANCES AT SEPTEMBER 30, 1995 12,444,766     62,224      4,000,000           40    16,249,250 
                               -----------  ---------  -------------  -----------  ------------

  Issuance of shares for services   25,000        125              -            -        24,875 
  Exercise of stock options         33,500        167              -            -        33,333 
  Conversion to common shares    4,000,000     20,000     (4,000,000)   (      40)   (   19,960)
  Shares issued in exchange for
   investment in affiliated 
   company                       1,532,700      7,664              -            -     1,525,036 
  Collection of subscription
     receivable                          -          -              -            -       150,000 
  Net loss                               -          -              -            -             - 
  Dividend declared on convertible
     preferred stock                     -          -              -            -             - 
                               -----------  ---------  -------------  -----------  ------------ 
BALANCES AT SEPTEMBER 30, 1996  18,035,966   $ 90,180              -   $        -   $17,962,534 
                               -----------  ---------  -------------  -----------  ------------

  Exercise of stock options         99,500        498                                    49,502 
  Preferred Stock:
    Issued for retirement of deb                          t5,082,626           51     4,574,312 
    Conversion of common shares (5,634,756)   (28,174)     2,817,378           28        28,146 
  Foreign currency translation
     adjustment  
  Net Loss                                                             
                               -----------  ---------  -------------  -----------  ------------
BALANCES AT SEPTEMBER 30, 1997  12,500,710   $ 62,504      7,900,004   $       79   $22,614,494 
                               ===========  =========  =============  ===========  ============

</TABLE>

<TABLE>
<CAPTION>
Table Continued
                                                    Foreign          Total
                                                   Currency     Stockholders'
                                  Accumulated   Translation       Equity
                                      Deficit      Adjustment    (Deficiency)

<S>                             <C>            <C>           <C>
                                 -------------  ------------  ---------------
BALANCES AT SEPTEMBER 30, 1994   $ (8,078,045)  $      8,724  $     (136,442)
                                 -------------  ------------  ---------------

  Private placement                                                1,000,000 
  Private placement of units                                       2,375,000 
   Issuance of shares for services          -              -         200,000 
  Exercise of VVC warrants                  -              -         325,660 
  Issuance of compensatory stock
     options                                -              -          99,500 
  Preferred stock:
     Issued for retirement of debt          -              -       2,378,475 
     Issued for cash                        -              -       2,000,000 
  Foreign currency translation
     adjustment                             -            786             786 
  Net loss                         (3,365,801)             -      (3,365,801)
                                 -------------  ------------  ---------------
 BALANCES AT SEPTEMBER 30, 1995   (11,443,846)         9,510       4,877,178 
                                 -------------  ------------  ---------------

  Issuance of shares for services           -              -          25,000 
  Exercise of stock options                 -              -          33,500 
  Conversion to common shares               -              -               - 
  Shares issued in exchange for 
   investment in affiliated company         -              -       1,532,700 
  Collection of subscription
     receivable                             -              -         150,000 
  Net loss                        ( 3,962,346)             -     ( 3,962,346)
  Dividend declared on convertible
     preferred stock              (   237,500)             -     (   237,500)
                                 -------------  ------------  ---------------
BALANCES AT SEPTEMBER 30, 1996   $(15,643,692)  $      9,510  $    2,418,532 
                                 -------------  ------------  ---------------

  Exercise of stock options                                           50,000 
  Preferred Stock:
      Issued for retirement of debt                                4,574,363 
      Conversion of common shares                                          - 
  Foreign currency translation
     adjustment                                       47,852          47,852 
   Net loss                        (4,325,654)                    (4,325,654)
                                 -------------  ------------  ---------------
BALANCES AT SEPTEMBER 30, 1997   $(19,969,346)  $     57,362  $    2,765,093 
                                 =============  ============  ===============

<FN>

The accompanying notes are an integral part of these consolidated financial
statements

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                         WATERPUR INTERNATIONAL INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE YEARS ENDED SEPTEMBER 30, 1997, 1996 AND 1995

<S>                                      <C>         <C>         <C>         
                                          ----------------------------------- 
                                                 1997        1996        1995
                                          -----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS                                  $(4,325,654)$(3,962,346)$(3,365,801)
ADJUSTMENTS TO RECONCILE NET LOSS 
  TO NET CASH USED IN OPERATING ACTIVITIES:
 Depreciation and amortization                161,833     136,089      32,272
 Write down of inventory                      365,734
 Loss on sale of investment in affiliate      791,198
 Gain on disposal of discontinued operations        -           -  (  109,783)
 Other non-cash expense                       (49,623)     25,000     299,658
 (Increase) decrease in accounts receivable  (180,210) (  215,350)    110,334
 (Increase) decrease in inventories           313,169  (1,714,072)    143,210
 (Increase) decrease in prepaid expenses 
  and other assets                            (12,642)     43,690  (   74,043)
 Increase (decrease) in accounts payable
  and accrued liabilities                      12,482     262,188  (   36,664)
 Increase in advances from related 
  parties                                   2,995,466   1,315,307     985,608
                                          -----------------------------------
   Net cash provided by (used in) 
    operating activities                       71,753  (4,109,494) (2,015,209)
                                          -----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of investment in affiliate        ( 136,215) (   33,250)          -
 Proceeds from sale of investment in 
  affiliate                                   898,051           -           -
 Proceeds from sale of assets                       -           -     191,709
 Decrease (increase) in restricted 
  investments                                 250,000  (  250,000)          -
 Decrease in other assets                           -      35,647           -
 Purchase of property and equipment         ( 145,142) (  668,557) (   90,710)
                                          ----------------------------------- 
 Net cash provided by (used in) investing 
  activities                                  866,694  (  916,160)    100,999
                                          -----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Issuance of common stock                           -   2,375,000   1,000,000
 Issuance of preferred stock                        -   2,000,000           -
 Issuance of VVC common stock                       -           -     325,660
 Issuance of common stock for exercise 
  of stock options                             50,000      33,500           -
 (Decrease) increase in line of credit       (235,000)    235,000           -
                                          ----------------------------------- 
    Net cash provided by (used in) 
     financing activities                    (185,000)  4,643,500   1,325,660
                                          -----------------------------------
EFFECT OF EXCHANGE RATE CHANGES ON 
 CASH AND CASH EQUIVALENTS                     33,759           -         786
                                          -----------------------------------
NET INCREASE (DECREASE) IN CASH AND 
 CASH EQUIVALENTS                             787,206  (  382,154) (  587,764)
CASH AND CASH EQUIVALENTS, BEGINNING 
 OF PERIOD                                     77,553     459,707   1,047,471
                                          -----------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD     $864,759     $77,553    $459,707
                                          ===================================
CASH PAID FOR INTEREST                        $11,697     $41,037    $      -
                                          ===================================

NON-CASH INVESTING AND FINANCING ACTIVITIES:
 Issuance of common stock for subscription 
  receivable                             $         -    $        - $2,375,000
 Issuance of preferred stock for 
   repayment of debt to related party      4,574,363             -  2,378,475
 Issuance of preferred stock 
  for subscriptions receivable                     -             -  2,000,000
 Issuance of common stock for 
  services                                         -        25,000    200,000
 Issuance of common stock to 
  acquire assets                                   -             -          -
 Issuance of common stock 
  for investment in affiliate                      -     1,532,700          -
 Receipt of investment in 
  affiliate for repayment of
  subscription receivable                          -       150,000          -
 Increase in due to related 
  party for dividends on 
  preferred stock                                  -       237,500          -
 Conversion of preferred 
  stock to common stock                            -        20,000          -
 Conversion of common stock 
  to preferred stock                       2,535,640             -          -
 Decrease in investment in 
  affiliates for repayment 
  of debt to related party                   157,435             -          -

<FN>

The accompanying notes are an integral part of these consolidated financial statements

</TABLE>
<PAGE>

                         WATERPUR INTERNATIONAL INC.
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.     GOING CONCERN MATTERS

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial 
statements during the years ended September 30, 1997, 1996 and 1995, the
Company incurred losses of $4,325,654, $3,962,346 and $3,365,801. These 
factors among others may indicate that the Company will be unable to continue
as a going concern for a reasonable period of time. The financial statements
do not include any adjustments relating to the recoverability of assets and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company's continuation as a going
concern is dependent upon its ability to generate sufficient cash flow to meet
its obligations on a timely basis, to obtain financing as may be required, and
ultimately obtain profitability.  The Company is actively pursuing equity
financing through additional private placements and is discussing project 
finance possibilities with financial institutions for its water projects.

2.     SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

WaterPur  International,  Inc.  ("WPUR"  or  the  "Company",  formerly, Vector
Environmental  Technologies,  Inc.)  was  incorporated in Delaware on April 3,
1987.    The Company operates through its 95% owned subsidiary, Vector Venture
Corp.  ("VVC"),  which  holds  certain  technologies  and licenses and various
wholly  owned subsidiaries:  Vector Manufacturing Corp. ("VMC") which provides
purchasing  and  manufacturing services; Vector Vietnam, Ltd., which holds the
Vietnamese  business  license and manages the Vietnamese operations;  and STOX
Systems, Inc., which markets hazardous materials storage systems.

On June 19, 1995, the Company completed the acquisition of 8,670,618 shares of
VVC  common  stock (approximately 95%) through the issuance of the same number
of shares of Company common stock.  VVC was related to the Company through the
existence of certain common officers, directors and significant stockholders. 
Therefore,  the  investment  in  VVC  was  accounted  for  as a combination of
entities  under  common  control,  which  is  a method similar to a pooling of
interests.   The accompanying consolidated financial statements include assets
and  liabilities of VVC at their historical cost and the operations of VVC for
all periods presented.

On  June  29,  1995, WPUR issued 3,000,000 5%, cumulative, convertible, voting
preferred shares ("Preferred Shares") in exchange for approximately $2,400,000
in  debts  owed  by  WPUR  to Casmyn Corp. ("Casmyn").  On September 29, 1995,
Casmyn purchased an additional 1,000,000 Preferred Shares at $2.00 per share. 
WPUR is related to Casmyn through the existence of certain officers, directors
and  significant  stockholders.    Each  Preferred  Share  was convertible, at
Casmyn's  option,  into  one share of WPUR common stock. The provisions of the
Preferred  Shares  gave  Casmyn effective voting control of WPUR with a 56.25%
voting  majority.    Effective  September  30,  1996,  Casmyn  converted these
Preferred  Shares into common shares thereby relinquishing voting control over
WPUR.    The conversion of the preferred shares into common shares resulted in
Casmyn  holding  a  24.3%  equity  interest in the Company.  During the fourth
quarter  of  1996,  WPUR  issued  1,532,700 of its restricted common shares to
Casmyn  in  exchange  for  425,750  shares  of Auromar Development Corporation
("Auromar")  common  stock held as an investment by Casmyn, thereby increasing
Casmyn's  percentage  ownership  in  the  Company  to  approximately  31.2% at
September 30, 1996.

Effective  September  30,  1997,  the  Company  issued  7,900,004  shares  of
Convertible  Preferred  Stock  ("Convertible Preferred Shares") to Casmyn as a
result  of  the  following  transactions  (the  "Restructuring").  The Company
restructured  its  debt  and  equity  interest  held by Casmyn through (a) the
conversion of $4,574,363 (net of $157,435 which represents the market value of
31,487  common  shares  of  Casmyn which was offset against the total debt) of
outstanding  debt  to  5,082,626  Convertible  Preferred  Shares;  and (b) the
exchange  of  5,634,756  common  shares  of  the  Company  owned by Casmyn for
2,817,378  Convertible  Preferred Shares.  Each Preferred Share is entitled to
two  votes  per share, bears no dividend, constitutes a senior security of the
Company  and  may  be  converted by the holder at any time after twelve months
from  the  date  of  distribution  into  two  shares of the Common Stock.  All
remaining  Convertible  Preferred  Shares will be automatically converted into
two  common  shares  on  the eighteenth month from the distribution date.  The
number  of  Convertible Preferred Shares to be received upon the conversion of

<PAGE>

the outstanding debt was determined based upon the closing market price of the
Company's  common  stock  on  September 30, 1997.  The Restructuring was based
upon  the  advise  of  independent  investment  banking firms representing the
respective interests of the Company and Casmyn.

Additionally,  the  Company  issued  to  Casmyn  warrants  to  purchase  up to
3,300,000  common  shares at a price of $.75 per share exercisable for a three
year period.

PRINCIPLES OF CONSOLIDATION

The  consolidated  financial  statements  include the accounts of WPUR and its
wholly  or  majority  owned  subsidiaries  (collectively, the "Company").  All
intercompany transactions and balances have been eliminated on consolidation.

DISCONTINUED OPERATIONS

In  1995, VMC discontinued its metal fabrication business.  The results of the
metal  fabrication  operations  have  been reported separately as discontinued
operations  in  the accompanying consolidated statements of operations for the
year  ended  September 30, 1995.  Sales for the metal fabrication segment were
$12,379  for  the year ended September 30, 1995. After discontinuing its metal
fabrication  segment,  the  Company  has  operated principally in one business
segment,  the  development and sale of environmental technologies, principally
water purification.

CASH AND CASH EQUIVALENTS

For  purposes  of  the  consolidated  statements  of  cash  flows, the Company
considers  all short-term investments with a  maturity of three months or less
at  the date of purchase to be cash equivalents.  As of September 30, 1997 and
1996,  bank  balances held in excess of Federally insured limits were $615,896
and  $99,217, respectively.

RESTRICTED INVESTMENTS

At September 30, 1996, the Company had $250,000 of cash invested in short term
money  market  funds  that  represented  collateral for outstanding borrowings
under a line of credit (see Note 7).  The investments are stated at cost which
approximates market value.

PROPERTY AND EQUIPMENT

Property  and  equipment are recorded at cost and are depreciated or amortized
on  a  straight-line basis over their estimated useful lives of three to seven
years.

INVESTMENT IN AFFILIATES

The  investment  in affiliates as of September 30, 1996, consisted principally
of  the  Company's investment in the common stock of Casmym Corp.  Such common
shares  were  acquired  when  the  Auromar  shares  owned  by the Company were
exchanged  for Casmyn common shares in the merger between Auromar and Casmyn. 
Such shares were recorded at an exchange value which approximated market.

<PAGE>

REVENUE RECOGNITION

Revenues  from  sale of water purification equipment are recognized when goods
are shipped to customers.

LOSS PER SHARE

Loss  per common share is computed on the basis of the weighted average number
of outstanding common shares and common stock equivalents, when dilutive.


INVENTORIES

Inventories  are  stated  at  the lower of cost or market.  Cost is determined
using  the  first-in,  first-out  method.    Cost includes material, labor and
manufacturing overhead costs

FOREIGN CURRENCY TRANSLATION

The  financial  position  and  results  of operations of the Company's foreign
subsidiaries  are  measured  using local currency as the functional currency. 
Assets and liabilities of these subsidiaries are translated into US dollars at
the  exchange  rate in effect at each year end.  Income statement accounts are
translated  into  US dollars at the average rate of exchange prevailing during
the  year.  Translation adjustments arising from differences in exchange rates
from  period  to  period  are  included  in  the  accumulated foreign currency
translation adjustments account in stockholders' equity.

USE OF ESTIMATES

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

RECLASSIFICATIONS

Certain  amounts  in  the  1996 and 1995 consolidated financial statements and
notes thereto have been reclassified to conform with the 1997 presentation.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The  Company believes, based upon current information, that the carrying value
of  the  Company's cash and cash equivalents, restricted investments, accounts
receivable  and  accounts  payable  and  accrued liabilities approximates fair
value  due  to  the  short  maturity  of those instruments.  The fair value of
amounts  due  to  related  parties was not determinable because of the related
party nature of the amounts.  The Company estimates the fair value of its line
of  credit  approximates its carrying value because interest rates on the line
of credit approximate market rates.

RECENTLY ISSUED ACCOUNTING STANDARDS

In  February  1997,  the  Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), Earnings Per

<PAGE>

Share.  The statement is effective for financial statements of the Company for
periods  ending  after December 15, 1997, including interim periods.  SFAS No.
128  establishes  standards  for  computing  and presenting earnings per share
("EPS")  and  applies to entities with publicly held common stock or potential
common  stock.  This statement simplifies the standards for computing earnings
per  share  previously  found  in  APB Opinion No. 15, Earnings Per Share, and
makes  them  comparable  to  international  EPS  standards.    It replaces the
presentation  of  primary  EPS  with  a  presentation  of  basic EPS.  It also
requires  dual presentation of basic and diluted EPS on the face of the income
statement  for  entities  with  complex  capital  structures  and  requires  a
reconciliation  of  the numerator and denominator of the basic EPS computation
to  the  numerator  and denominator of the fully diluted EPS computation.  The
Company  will adopt the new statement for its fiscal year ending September 30,
1998,  and  anticipates  that  earnings  per  share  calculations  will not be
significantly different from those previously calculated.

The  FASB  recently issued Statement of Financial Accounting Standards No. 130
("SFAS  130"),  Reporting  Comprehensive Income, which is effective for fiscal
years  beginning  after December 15, 1997.  SFAS 130 establishes standards for
reporting and displaying comprehensive income and its components in a full set
of  general-purpose  financial  statements.    The  Company will adopt the new
statement  for its fiscal year beginning October 1, 1998, and anticipates that
adoption  will  not  have  a  significant impact on its consolidated financial
statements.

The  FASB  recently  issued Statement of Financial Accounting Standard No. 131
("SFAS  131"),  Disclosure  About  Segments  of  an  Enterprise  and  Related
Information,  which is effective for fiscal years beginning after December 15,
1997.    SFAS 131 establishes standards for segment reporting in the financial
statements.    It  also  establishes  standards  for related disclosures about
products and services, geographic areas and major customers.  The Company will
adopt  the  new  statement  for  its fiscal year beginning October 1, 1998 and
anticipates  that  providing  required  disclosures  will  not  result  in
significantly different information than that which is disclosed in Note 4.

3.     INVENTORY

Inventories at September 30, were comprised of the following:

<TABLE>
<CAPTION>

                     1997        1996
                  ----------  ----------
<S>               <C>         <C>
Raw materials     $  744,113  $1,081,054
Work in progress     638,310      96,500
Finished goods        61,315     945,087
                  ----------  ----------
      Total       $1,443,738  $2,122,641
                  ==========  ==========

</TABLE>

During  the  year ended September 30, 1997, the Company provided a reserve for
inventory  write-down of certain of its consumer water purification systems in
the  amount  of  $365,734.   In addition, $406,674 was charged to expense from
returns  of bottled water that had exceeded its shelf life due to a protracted
dispute  over  distribution rights, which was resolved, subsequent to delivery
of the bottled water.

<PAGE>

4.     BUSINESS SEGMENTS

The  Company  operates  in  one  business segment, the development and sale of
environmental  technologies,  principally  water  purification  systems.  The
Company  has operations based in North America, Asia and the Middle East.  The
table  below presents information as to the Company's operations by geographic
region.

<TABLE>
<CAPTION>
                                       Year ended    Year Ended    Year Ended
                                    September 30, September 30, September 30,
                                             1997          1996          1995
                                      ---------------------------------------
<S>                                <C>           <C>           <C>
SALES
 North America                           $368,573      $198,565      $236,533
 Asia                                     933,002       602,942       145,625
 Middle East                                    -       215,564             -
                                      ---------------------------------------
   Total                               $1,301,575    $1,017,071      $382,158
                                      =======================================
LOSS FROM OPERATIONS
  North America                       $(2,090,675)  $(2,897,854)  $(3,147,141)
  Asia                                 (1,415,979)   (1,151,063)     (122,284)
  Middle East                            (104,618)      (42,800)            -
                                      ---------------------------------------
    Total                             $(3,611,272)  $(4,091,717)  $(3,269,425)
                                      =======================================
IDENTIFIABLE ASSETS
  North America                          $921,251    $3,062,382    $5,182,077
  Asia                                  2,527,268     1,783,994       304,382
  Middle East                              17,000       231,432             -
                                      ---------------------------------------
    Total                              $3,465,519    $5,077,808    $5,486,459
                                      =======================================
</TABLE>

5.      PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>

Property and equipment consist of the following at September 30:

                                                        1997             1996 
<S>                                            <C>            <C>
                                               ------------------------------ 
    Equipment                                   $    726,169   $      701,194 
    Leasehold improvements                            10,812           10,812 
                                               ------------------------------ 
            Total                                    736,981          712,006 
    Accumulated depreciation and amortization       (176,398)        (134,349)
                                               ------------------------------ 
    Total property and equipment, net           $    560,583   $      577,657 
                                               ============================== 

</TABLE>

6.  RELATED PARTY TRANSACTIONS

The  Company conducts business with various companies that are related through
the  existence  of  certain  common  officers,  directors  and  significant
stockholders.      In  addition,  the Company utilizes research, technical and
management  services provided by Casmyn to develop commercial applications for
water  purification technologies.  Casmyn bills the Company for these services
at  rates  approximating  cost  recovery.  Casmyn billed the Company $242,726,
$285,730  and  $223,677  for  these services for the years ended September 30,
1997, 1996 and 1995.

<PAGE>

The  Company  incurred  interest  expense  to  Casmyn  of $44,008, $39,536 and
$131,629 for the years ended September 30, 1997, 1996 and 1995 respectively.

As a result of these related party transactions, cash advances from and to the
Company  and  other  transactions, the Company had a net amount due to related
parties  at  September  30,  1997 and 1996 of $0 and $1,772,852, respectively,
including  $1,712,421 due to Casmyn at September 30, 1996 which bears interest
at 9% per annum and is due one year from the date of the advance.

Effective  September  30,  1997,  the  Company  issued 7,900,004 shares of the
Convertible  Preferred  Stock    to  Casmyn  as  a  result  of  a  corporate
restructuring (see note 8).

7.     LINE OF CREDIT

In  June  1996, the Company entered into a $250,000 revolving credit agreement
with  a  bank.    Under the terms of the agreement, the interest rate on funds
borrowed  is  determined based upon an index that varies with the bank's prime
lending  rate,  8.25%  at  September  30,  1996.  Borrowings under the line of
credit  are  collateralized  by  the  Company's money market funds (restricted
investments)  which  are  invested  with the banking institution.  The amounts
borrowed  are due upon demand by the financial institution and require monthly
payment of accrued interest.

8.     STOCKHOLDERS' EQUITY

The  FASB  issued  SFAS  No.  123  ("SFAS  123")  "Accounting  for  Awards  of
Stock-Based  Compensation  to  Employees"  in  October, 1995.  This statement,
effective for the Company's fiscal year ending September 30, 1997, establishes
financial  accounting  and  reporting  standards  for  stock-based  employee
compensation plans and for transactions where equity securities are issued for
goods  and  services.    This  Statement  defines a fair value based method of
accounting  for  an  employee  stock  option  or similar equity instrument and
encourages  all  entities  to adopt that method of accounting for all of their
employee  stock  compensation  plans.    However,  it also allows an entity to
continue  to  measure  compensation  cost  for those plans using the intrinsic
value based method of accounting prescribed by APB Opinion No. 25, "Accounting
for  Stock  Issued  to  Employees".    The  Company will continue to apply APB
Opinion  No.  25  to its stock-based compensation awards to employees and will
disclose  the required pro forma effect of SFAS 123 on net income and earnings
per share.

COMMON STOCK

During  the  year  ended  September  30, 1995, the Company completed a private
placement for 500,000 shares of common stock for net proceeds of $1,000,000.

On  September 29, 1995, the Company completed a private placement of 1,000,000
units for net proceeds of $2,375,000.  Each unit consisted of one common share
of  the  Company  plus  one  warrant; two warrants plus $3.00 will entitle the
holder  to  purchase  one share of the Company's common stock.    All warrants
expire  on  October 1, 1999.  At September 30, 1995 the proceeds were included
in  stock  subscriptions  receivable.    The  subscriptions  receivable  were
collected prior to December 31, 1995.

During  the  fourth  quarter  of 1996, WPUR issued 1,532,700 of its restricted
common  shares to Casmyn in exchange for 425,750 shares of Auromar Development
Corporation  ("Auromar") common stock.  The Company recorded these shares at a

<PAGE>

value  of  $1,532,700 or $1.00 per share.  This value reflects a discount from
the  price at which WPUR common shares were trading on the NASD Bulletin Board
on the date of the transaction.  This transaction along with the conversion in
1996  by  Casmyn  of preferred stock into common stock (see below) resulted in
Casmyn  increasing  its  percentage  ownership of the Company to approximately
31.2%  at  September 30, 1996.  Effective September 30, 1997, Casmyn exchanged
5,634,756  common  shares for Convertible Preferred shares thereby eliminating
its ownership position in the Company (see "Preferred Stock" below).

Additionally,  the  Company  issued  to  Casmyn  warrants  to  purchase  up to
3,300,000  common  shares at a price of $.75 per share exercisable for a three
year period.


PREFERRED STOCK

The  Company's Series A preferred stock was initially designated such that the
stock  could  be  converted  at  the option of the holder to common stock on a
one-for-one  basis  (subject  to  adjustment  pursuant to certain common stock
transactions),  had  a  $.05 per share cumulative dividend rate and each share
was entitled to the equivalent of four common share votes.

On  June  29,  1995,  the Company sold a voting controlling interest to Casmyn
Corp. ("Casmyn"), a company related through certain common officers, directors
and  significant  stockholders,  through  the  issuance  of 3,000,000 Series A
preferred  shares  of the Company, in exchange for $2,378,475 in debts owed by
the  Company.    On  September 29, 1995, the Company sold Casmyn an additional
1,000,000  Series  A  preferred  shares at $2.00 per share for net proceeds of
$2,000,000.    At  September  30,  1995  the  $2,000,000  was  included  in
subscriptions  receivable and was collected subsequent to September 30, 1995. 
At September 30, 1995, Casmyn had effective voting control of the Company with
a 56.25% voting interest.

Pursuant  to  the  terms of the preferred stock, effective September 30, 1996,
Casmyn  converted  4,000,000  shares  of  Series A preferred stock into common
stock  of  the  Company.   Upon conversion of preferred stock to common stock,
preferred  stock  dividends  in  arrears payable to Casmyn were $237,500.  The
Company  recorded  the dividend and increased the amounts payable to Casmyn by
$237,500.

During  the year ended September 30, 1997, the Board of Directors redesignated
the  preferences  and  rights  of the Company's Series A Convertible Preferred
Stock  ("Convertible  Preferred  Shares") such that each Convertible Preferred
Share  has no dividend rights, has a liquidation preference equal to $0.45 per
share,  constitutes a senior security of the Company, is entitled to two votes
per share and is convertible into two shares of the Company's.

Effective  September  30,  1997,  the  Company  issued  7,900,004  Convertible
Preferred  Shares  to  Casmyn  as  a result of the following transactions (the
"Restructuring").  The Company restructured its debts and equity interest held
by Casmyn through the following:

(a)    Conversion of $4,574,363 of outstanding debt to Casmyn (net of $157,435
which  represents the market value of 31,487 common shares of Casmyn which was
offset against the total debt) to 5,082,626 Convertible Preferred Shares.

(b)    Exchange  of 5,634,756 common shares of the Company owned by Casmyn for
2,817,378 Convertible Preferred Shares.

<PAGE>

(c)    The  Convertible Preferred Shares may be converted by the holder at any
time  after  twelve  months  from  the  distribution  date.    Any  remaining
Convertible  Preferred  Shares will be automatically converted into two common
shares on the eighteenth month from the distribution date.

(d)    The sale of 150,000 shares of Casmyn Corp. common stock held by the 
Company to Casmyn for cash of $5.00 per share.  A loss from sale of investment
in affiliate of $791,198 was recorded in the year ended September 30, 1997 in
connection with this and other sales of Casmyn Corp. common stock made by the
Company during the year.

The  number of Convertible Preferred Shares to be received upon the conversion
of  the outstanding debt was determined based upon the closing market price of
the Company's common stock on September 30, 1997.  The Restructuring was based
upon  the  advise  of  independent  investment  banking firms representing the
respective interests of the Company and Casmyn.

  STOCK OPTIONS

During  1995,  the  Company  adopted  a  qualified Incentive Stock Option Plan
(ISOP)  which  provides  that  a  maximum  of  700,000 options to purchase the
Company's  common  stock may be granted to officers, employees and advisors of
the  Company.    Options  granted  under  the  ISOP are intended to qualify as
incentive  stock  options  under  the   Economic Recovery Tax Act of 1981 (the
"1981 Act") as amended by the Tax Reform Act of 1986.

In 1995, options to purchase 606,000 shares of common stock were granted under
the  ISOP  with  an  exercise  price  of $1.00 per share which represented the
market  price  per  share  on the date of grant.  In 1997, options to purchase
10,000  shares  of  common  stock were granted under the ISOP with an exercise
price  of  $1.00 per share which represented the market price per share on the
date  of  the  grant.  All options granted are exercisable for a period of ten
years and vest over a three year period.

The  Company  also  adopted  a  non-qualified  Stock  Option Plan (SOP), which
provides  for  the granting of options to purchase a maximum of 875,000 shares
of  the  Company's common stock to officers, key employees and advisors of the
Company.    Options  granted  under  the  SOP  are  not intended to qualify as
incentive stock options under the 1981 Act.

In 1995, options to purchase 480,000 shares of common stock at a price of $.01
to  $3.00  per share were granted under the SOP.  In 1996, options to purchase
35,000  shares of common stock at prices ranging from $1.00 to $2.00 per share
were  granted  under  the  SOP. In 1997, options to purchase 150,000 shares of
common  stock  were  granted under the SOP at a price of $1.25 per share.  The
options  vest on varying terms of periods up to three years.  Certain of these
options  are compensatory in nature and resulted in total compensation expense
of  $99,500  during  the year ended September 30, 1995.  During the year ended
September  30,  1997 and 1996, 140,000 and 267,000 options, respectively, were
canceled.

Prior to September 30, 1994, the Company had granted options to purchase up to
a  total  of  1,350,000  shares  of  its common stock.  These options were not
intended  to  qualify as incentive stock options under the 1981 Act.  Included
in  these options were options to purchase up to 1,000,000 shares at $1.00 per
share  granted  to  the  Chief  Executive  Officer  of  the  Company, under an
employment  agreement.   This agreement provides that 25% of such options were
vested  immediately with the remaining 75% to vest based on the achievement of
defined sales goals.

The fair value of each option grant during the fiscal year ended September 30,
1997  and  1996  was  estimated  on  the date of grant using the Black-Scholes
option-pricing  model with the following assumptions:  risk-free interest rate
of  5%;  no  dividends;  expected  lives  ranging from three to ten years; and
expected  volatility  of 37%.  The weighted-average fair value of those option

<PAGE>

grants  in 1997 and 1996 is $0.08 and $0.05 respectively.  The Company applies
APB Opinion 25 and related Interpretations in accounting for its option plans.
  There  was  no  compensation  expense recorded related to these options.  If
compensation  costs  for  grants  had  been  recorded  under  the SOP and ISOP
consistent  with the method prescribed by SFAS 123, the effect on compensation
expense and loss per share would have been immaterial.

<PAGE>

A summary of stock option activity under Company plans follows:

<TABLE>
<CAPTION>

                                                                   Weighted
                                                                    Average 
                                            Number             Option Price
                                         of Shares                Per Share
<S>                                     <C>                   <C>
                                        -----------            ------------- 
    Outstanding at September 30, 1994    1,350,000                    $1.00
    Granted (vested and non-vested)      1,086,000                    $1.17
    Canceled                                     0                        0
    Exercised                                    0                        0
                                        -----------            -------------
    Outstanding at September 30, 1995    2,436,000                    $1.07
    Granted (vested and non-vested)         35,000                    $1.14
    Canceled                            (  267,000)                   $1.00
    Exercised                           (   33,500)                   $1.00
                                        -----------            ------------- 
    Balance at September 30, 1996        2,170,500                    $1.08
                                        -----------            -------------
    Granted                                150,000                    $1.25
    Canceled                              (140,000)                   $1.00
    Exercised                             ( 99,500)                   $0.50
                                        -----------            -------------
    Balance at September 30, 1997        2,081,000                    $1.14
                                        ===========            =============
    Exercisable at September 30, 1997    1,134,000                    $1.19
                                        ===========            =============
</TABLE>

9.  INCOME TAXES

A reconciliation of the income tax benefit (provision) with amounts determined
by  applying  the  statutory  U.S. Federal income tax rate to the consolidated
income  (loss)  before income taxes is as follows for the year ended September
30:


<TABLE>
<CAPTION>

                                           1997           1996           1995
                                    ------------  ------------  -------------
<S>                                 <C>           <C>           <C>
Tax benefit at U.S. statutory rate   $1,514,000    $ 1,390,000   $  1,180,000
Operating losses with no current 
  tax benefit                       ( 1,514,000)  (  1,390,000) (   1,180,000)
                                    ------------  ------------- -------------  
Total                                $        -    $         -   $          -
                                   ============   ============= =============
<FN>

The Company's deferred tax items as of September 30 are as follows:
</TABLE>

<TABLE>
<CAPTION>

                                       1997            1996
                                   -------------  --------------
<S>                                <C>            <C>
 DEFERRED TAX ASSETS:
 Net operating loss carryforwards  $  4,880,000   $   3,051,000 
 Other                                   32,000          28,000 
                                   -------------  --------------
 Total deferred tax assets            4,912,000       3,079,000 
 DEFERRED TAX LIABILITIES                     -               - 
 VALUATION ALLOWANCE                ( 4,912,000)   (  3,079,000)
                                   -------------  --------------
 NET DEFERRED TAX ASSETS           $          -   $           - 
                                   =============  ==============

</TABLE>

As  of  September  30,  1997  the  Company  has  net  domestic  operating loss
carryfowards  for income tax purposes of approximately $14,000,000 expiring in

<PAGE>

years  through  2012.   These losses may not qualify for use under the current
Internal  Revenue Code due to tax rules concerning ownership changes.  Because
the  future benefits of these loss carryforwards are not considered to be more
likely than not, such benefits are fully offset by a valuation allowance.


10.     OPERATING LEASES

The Company has obligations under operating leases for offices and facilities.
 Minimum annual lease payments are as follows:


<TABLE>
<CAPTION>

<S>          <C>
 1998        $221,249
 1999         107,762
 2000          85,536
 2001          86,237
 2002          86,237
 Thereafter    63,170

<FN>

Related  rental expense was $209,728, $156,857 and $60,685 for the years ended
September 30, 1997, 1996 and 1995, respectively.

</TABLE>

<PAGE>

ITEM  8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE

None  of the "reportable events" described in Item 304 (a) (1) (ii) or (iv) of
Regulation S-B occurred with respect to the Company within the last two fiscal
years, or the subsequent interim period to date hereof.


<PAGE>
                                   PART III

ITEM  9.       DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF
               THE REGISTRANT

Certain  information about the directors and executive officers of the Company
is contained in the following table:

<TABLE>
<CAPTION>
                                                          SERVED IN CURRENT
NAME               AGE  POSITION                             POSITION SINCE 
---------------------------------------------------------------------------
<S>                <C> <C>                                           <C>
Amyn S. Dahya       40  President, Chief Executive Officer            1994
                        and Chairman of the Board

Sandro Kunzle       42  Director                                      1994 

Mehdi C. Nimjee     48  Director                                      1994

Al-Karim Haji       30  Chief Financial Officer                       1997

Douglas C. Washburn 52  Vice President and Treasurer                  1994

Dennis E. Welling   51  Controller and Secretary                      1994

</TABLE>

BACKGROUND OF OFFICERS AND DIRECTORS OF THE COMPANY
----------------------------------------------------                  

AMYN  S.  DAHYA.   Mr. Dahya has extensive international experience in project
development,  engineering,  joint ventures, and finance.  Prior to joining the
Company  in  1993,  he held senior positions with Davy McKee, an international
engineering firm and in 1987 he founded Casmyn Group of Companies specializing
in  mineral and environmental engineering, which he has developed for the last
ten  years.   Mr. Dahya serves on the Board of Directors of several companies,
including  Diamond  Fontein International and Casmyn Corp. where he also holds
executive management positions.

SANDRO  KUNZLE.    Mr.  Kunzle  has over 23 years of international banking and
finance  experience.   During his career, Mr. Kunzle has held senior positions
with  several  Swiss banks and financial institutions.  He currently holds the
position  of  Managing  Director  of  Witra  Inc., an investment firm based in
Switzerland.   His expertise in international finance and venture capital adds
significant  experience  to  the  Company's international business development
efforts.

MEHDI C. NIMJEE.  Mr. Nimjee brings to the Company twenty-one years of project
management  experience  in  the  field  of  analytical  chemistry  and  its
applications to exploration, mining, agriculture, hazardous materials handling
and  the  environment.  He has also had experience in designing and setting up
project  specific  laboratories  internationally.    Mr.  Nimjee  also  brings
extensive technical expertise to the Company.

AL-KARIM  HAJI.  Mr. Haji is a graduate of the University of British Columbia,
Canada,  in  Commerce  and Business Administration and is a Canadian Chartered
Accountant.    He  brings nine years of financial management experience to the

<PAGE>

Company.   Prior to joining the Company in 1993, he was with KPMG Peat Marwick
in  Canada  for  six  years,  working  for clients such as McDonald Dettweiler
(subsequently acquired by Orbital Sciences Corp.), Jim Pattison Industries and
the  Spectra  Group.    Through his background, Mr. Haji brings to the Company
experience in areas of international business development, strategic planning,
financial  planning,  finance  and  taxation.  Mr.  Haji  is fluent in several
languages.

DOUGLAS C. WASHBURN.  Mr. Washburn holds a MBA/CPA and brings twenty-six years
of  financial  management  experience  to  the  Company.  Prior to joining the
Company  in  1993  he  was  a  principal  at  Washburn  Partners,  a financial
consulting  firm,  from  1990  to  1993.    Between 1980 and 1990, he was Vice
President  and  Controller  of  Armco  Financial  Corporation,  a  $1  billion
multinational  merchant bank and its successor Glenfed Financial Corporation. 
Through  his  background  he  brings  to  the  Company  expertise  in areas of
international  finance,  planning,  taxation,  accounting  and  management
information systems.

DENNIS  E.  WELLING.    Mr. Welling, a CPA, currently serves as Controller and
Secretary.    He  has  twenty-six  years  internal  and  external  audit  and
controlling  experience,  including  positions  with  Deloitte & Touche, Armco
Steel  Corporation  and  Glenfed  Financial  Corporation.  He  has significant
management  information  systems  experience  in the mining, manufacturing and
financial services sectors.

<PAGE>

ITEM 10.     EXECUTIVE COMPENSATION

The  following table sets forth the annual remuneration during the fiscal year
ended September 30, 1997, which was paid to or accrued for the account of each
of  the most highly compensated Executive Officers or directors of the Company
whose  total  cash  and  cash  equivalent  remuneration exceeded $100,000.  No
compensation  is  currently  paid  to  non-employee  directors.  The following
includes compensation information relating to the Company.

                          SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                          Annual Compensation         Long Term Compensation
                                                      Securities
                                                      Underlying
                                                      Options           Other
Position                  Year       Salary ($)       (#)               Comp.
-----------------------------------------------------------------------------
<S>                      <C>        <C>              <C>                <C>
Amyn Dahya                1997       $  150,000       1,000,000          -0-
President, CEO and        1996       $  150,000       1,000,000          -0-
Chairman of the Board     1995       $  150,000       1,000,000          -0-

</TABLE>

All  other  executive officers of the Company listed above received a combined
annual  cash  compensation of $102,750 for the fiscal year ended September 30,
1997.    In  addition,  the  Company  pays a portion of each employee's health
insurance premium.

The Company has entered into a ten  year employment contract with Amyn Dahya. 
Pursuant to the terms of this agreement, Mr. Dahya earns an annual base salary
of  $150,000, which increases by no less than 10% per year if such an increase
is  approved  by  the  Board  of  Directors.    Under this contract, Mr. Dahya
receives normal group benefits available to other of the Company's executives.
  This contract also provides Mr. Dahya with the grant of 5 year non-qualified
stock  options to purchase shares of the Company's common stock at an exercise
price of $1.00 per share pursuant to the following schedule:


<TABLE>
<CAPTION>

      No. of Shares  Time of Vesting
      -------------  ---------------

<S>  <C>            <C>
      250,000        Immediately upon execution of the Employment Agreement

      250,000        When gross sales of the Company reach $2,500,000

      250,000        When gross sales of the Company reach $5,000,000

      250,000        When gross sales of the Company reach $7,500,000

</TABLE>

With  the exception of Amyn Dahya, there are no employment contracts, proposed
termination  of  employment  or change-in-control arrangements between Company
and any of its directors or executive officers.

<PAGE>

           AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
                      FISCAL YEAR END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                    Number of
                                    Securities                           Value
                                    Underlying              of Unexercised In-
                                    Unexercised options      the-Money options
                                    at Sept.30, 1997         at Sept. 30, 1997
                Shares      Value   Exercisable/     Exercisable/Unexercisable
Name           Acquired  Realized   Unexercisable                     ($000/s)
=============  ========  ========   ================ =========================
<S>           <C>       <C>        <C>              <C>

Amyn S. Dahya         0         0   250,000/750,000                     $0/$0
=============  ========  ========   ================ =========================

</TABLE>

During 1995 the Company adopted a qualified Incentive Stock Option Plan (ISOP)
which  provides  that  a  maximum of 700,000 options to purchase the Company's
common  stock  may  be  granted  to officers and employees and advisors of the
Company.   Options granted under the ISOP are intended to qualify as incentive
stock options under the Internal Revenue Code of 1986 as amended (the "Code"),

The  ISOP  is  administered  by  the  Board  of  Directors through a committee
presently  consisting  of  two members of the Board (Committee). The Committee
determines  which  persons  receive  options, the number of shares that may be
purchased  under  each  option,  vesting provisions, option terms and exercise
price.  Options  granted  under the ISOP are require to have an exercise price
equal  to  or  greater than the market price of the Company's common shares at
the  grant  date.    In  the  event  an  optionee  voluntarily  terminates his
relationship  with  the  Company,  he  has  the  right to exercise his accrued
options  within 3 months of such termination.  However, the Company may redeem
any  accrued  options held by an optionee by paying the difference between the
option price and the then fair market value.  If an optionee's relationship is
involuntarily  terminated,  other than because of death, he also has the right
to  exercise the accrued options within thirty days of such termination.  Upon
death, his estate or heirs have one year to exercise his accrued options. .

Options  granted  under the ISOP are not transferable other than by will or by
the  laws  of  descent  and distribution. The ISOP provides that the number of
shares  and  the  option  price will be adjusted on a pro-rata basis for stock
splits and stock dividends.

In 1995, options to purchase 606,000 shares of common stock were granted under
the ISOP with an exercise price of $1.00 per share which represents the market
price  per  share  on  the date of grant.  In 1996, options to purchase 10,000
shares  of  common stock were granted under the ISOP with an exercise price of
$1.00 per share which represents the market price per share on the date of the
grant.  All options granted are exercisable for a period of ten years and vest
over a three year period.

The Company also adopted a non-qualified Stock Option Plan (SOP), which grants
options  to purchase a maximum of 875,000 shares of the Company's common stock
to officers, key employees and advisors of the Company.  Options granted under
the SOP are not intended to qualify as incentive stock options under the Code.

The  SOP  is  administered  by  the  Board  of  Directors  through a committee
presently  consisting of all three members of the Board which determines which

<PAGE>

persons  receive  options  under  the  SOP,  the  number of shares that may be
purchased under each option and the vesting period. The term of all options is
five  years  and  all  options  must  be  granted  within  five years from the
effective date of the SOP.

Options  granted  under  the SOP are not transferable other than by will or by
the  laws  of  descent  and distribution.  The SOP provides that the number of
shares  and  the  option  price will be adjusted on a pro-rata basis for stock
splits and stock dividends.

In  1995, options to purchase 480,000 shares of WPUR's common stock at a price
of  $.01  to  $3.00 per share were granted under the SOP.  In 1996, options to
purchase  35,000  shares of common stock at prices ranging from $1.00 to $2.00
per  share  were  granted under the SOP.  In 1997, options to purchase 150,000
shares  of  common  stock  were  granted under the SOP at a price of $1.25 per
share.    These  options  vest on varying terms of periods up to three years. 
Certain  of  these  options  are  compensatory in nature and resulted in total
compensation  expense  of  $0, $0 and $99,500 during the years ended September
30,  1997,  1996  and 1995 respectively.  During the years ended September 30,
1997 and 1996, 140,00 and 267,000 options, respectively were canceled.

Prior  to  September  30,  1994, the Company had granted options to purchase a
total  of  up  to  1,350,000 shares of its common stock. These options are not
intended  to  qualify  as  incentive stock options under the Code. Included in
these  options are options to purchase up to 1,000,000 shares at $1.00 granted
to  the  Chief Executive Officer of the Company, under an employment agreement
discussed above.  This agreement provides that 25% of such options were vested
immediately with the remaining 75% to vest based on the achievement of defined
sales goals.

The  only  other benefit plan offered at the present or during 1997 involves a
major  medical  plan  which  is  made  available  to  all  employees  on  a
non-discriminatory  basis,  the  Company  currently  maintains  no other stock
option  plans,  no  plan which would be termed a "Long-Term Incentive Plan" as
explained in Item 402 (a)(6)(iii) of the U.S. Securities and Exchange Act, nor
any  benefit plan which would give rise to "Long Term Compensation" as defined
in  Item  402(b)(iv)  of  the  U.S.  Securities  and  Exchange  Act, except as
described above.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Based  solely on a review of Forms 3 and 4 and amendments thereto furnished to
the  Company  during  its  most  recent  fiscal  year  and  certain  written
presentations,  no  person who was a director, officer, or beneficial owner of
more  than  10% of the Company's common stock failed to file on a timely basis
reports  required  by  Section  16(a)  of  the Securities Exchange Act of 1934
during the most recent fiscal year.

<PAGE>

ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  information table sets forth certain information regarding the
Company's  common  stock owned on January 7, 1998 by (1) any person (including
any  "group")  who is known by the Company to own beneficially more than 5% of
its  outstanding  common  stock,  (2)  each  director and officer, and (3) all
officers and directors as a group.

<TABLE>
<CAPTION>

Name and Address of Beneficial     Shares of Common        Percent of Common
Owner                                   Stock Owned      Stock Outstanding**
-----------------------------------------------------------------------------
<S>                                 <C>                    <C>
Dahya Holdings
1335 Greg St. #104                    2,798,698 (1)                    22.0%
Sparks, NV. 89431
-----------------------------------------------------------------------------
Sandro Kunzle
Tenuta Aia Vecchia                       25,000 (2)                      nil
58029 Sassofortino (GR)
Italy
-----------------------------------------------------------------------------
Mehdi C. Nimjee
1800-1500 West Georgia St.               50,000 (2)                      nil
Vancouver, British Columbia
Canada V6G 2Z6
-----------------------------------------------------------------------------
Casmyn Corp.
1335 Greg St. #104                    3,000,000 (3)                    20.9%
Sparks, NV. 89431
-----------------------------------------------------------------------------
All Officers and Directors 
of the Company as a Group
(6 persons)                           2,974,548                        23.3%
-----------------------------------------------------------------------------
</TABLE>

** Based upon 12,500,710 common shares outstanding at January 7, 1998.

(1)       At January 7, 1998,  Dahya Holdings, Inc., a foreign corporation, of
which  Mr. Amyn Dahya is an officer and director, held 2,548,698 common shares
of  the  Company.    Mr.  Mansoor  Dahya,  an  uncle to Mr. Amyn Dahya, is the
majority  shareholder of Dahya Holdings, Inc. and holds 91% of the outstanding
voting  stock  of  Dahya  Holdings, Inc.  In view of Amyn Dahya's position as 
an officer and director of Dahya Holdings Inc. Amyn Dahya may have shared  
voting  and  investment  power  in and to these shares.  Also at January  7,  
1998,  Mr.  Dahya  had  a total of 250,000 exercisable options to purchase 
common stock of the Company at $1.00 per share.

(2)       Represents exercisable options to purchase common stock of the 
Company at $1.00 per share.

(3)       Represents exercisable warrants to purchase common stock of the 
Company at $0.75 per share.

<PAGE>

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Casmyn Corp. and Subsidiaries
------------------------------                                            

The  Company  utilizes certain facilities and employees and officers of Casmyn
in  conducting  its  business  activities.    Casmyn employs several qualified
scientists  and  technologists  experienced  in  the  fields  of environmental
protection, water purification, treatment of effluents from mineral processing
operations, and pollution control of water.  The Company is utilizing Casmyn's
infrastructure  in  order  to  develop  commercial  applications  for  water
purification  technologies  developed by Casmyn.  Casmyn provides research and
development services to the Company as required.  In addition, Casmyn provides
technical  staff to the Company as required.  Casmyn bills the Company for the
services of its technical staff at a rate which approximates cost recovery.

As  of  September  30, 1997, the Company restructured its debt to Casmyn Corp.
and issued convertible preferred stock to Casmyn in exchange for the Company's
common stock held by Casmyn Corp. (see Note 8 in the Notes to the Consolidated
Financial Statements).


<PAGE>
                                   PART IV

ITEM 13.
(a)    3. Exhibits
      ------------
          3.1 Company's amended and restated articles of incorporation*
          3.2 Company's By-Laws*

       4. Instruments defining the rights of holders
      ---------------------------------------------
          4.1 Certificate of Designation of Preferences and Rights of Series A 
              Convertible Preferred Stock ++

      10.  Material Contracts
      -----------------------  
          10.1 Stock Subscription Offer for Vector Environmental Technologies,
               Inc.**
          10.2 Preferences and rights of Series A Preferred Stock - VETI**
          10.3 Vector Environmental Technologies, Inc. 1995 Incentive Stock 
               option Plan**
          10.4 Societe Generale $2.5 million Subscription Agreement VETI**
          10.5 Employment Agreement with Amyn Dahya***
          10.6 Distribution Agreement with Bristol Worldsource Inc.+
          10.7 Restructure Agreement ++

      11.  Statement re: computation of per share earnings (computation can be
           determined from the material contained in this report)

      21.  Subsidiaries of the Company (see Item 1 - Description of Business)

      27.  Financial Data Schedule
____________________________________________________________________________

*     Previously filed with the Commission on Form 10-K for fiscal year ended 
      September 30, 1994
**    Previously filed with the Commission on Form 10-KSB for the fiscal year 
      ended September 30, 1995
***   Previously filed with the Commission on Form 10
+     Previously filed with the Commission on Form 10-KSB for the fiscal year 
      ended September 30, 1996
++    Filed herein

(b)   Reports on Form 8-K
      -------------------

September  30,  1997        The Company reported the issuance of approximately
7,750,000  shares  of its Convertible Preferred Stock to Casmyn Corp. from the
conversion of outstanding debt and the exchange of common stock held by Casmyn
Corp.  for  Convertible  Preferred  shares.   In addition, the Company granted
Casmyn  Corp.  warrants  to  purchase  up to 3,300,000 shares of the Company's
common  stock  at  a  price of $0.75 per share (see Note 8 in the Notes to the
Consolidated Financial Statements).


<PAGE>

     SIGNATURES

In  accordance  with  Section  13  or 15 (d) of the Securities Exchange Act of
1934,  the  Company  has duly caused this report to be signed on its behalf of
the undersigned, thereunto duly authorized.

WATERPUR INTERNATIONAL INC.

          /s/ Amyn S. Dahya
By:                                                  1/12/98
-----------------------------                 -------------------
Amyn S. Dahya, President and
Chief Executive Officer


Pursuant  to  the  requirements  of  the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities on the date indicated.


<TABLE>
<CAPTION>

Signature                                Title                  Date
------------------------  -----------------------------------  -------

<S>                       <C>                                  <C>
/s/ Amyn S. Dahya         President, Chief Executive Officer   1/12/98
------------------------                                       -------
Amyn S. Dahya             and Chairman of the Board
                          (Principal Executive Officer)

/s/ Sandro Kunzle         Director                             1/12/98
------------------------                                       -------
Sandro Kunzle

/s/ Mehdi C. Nimjee       Director                             1/12/98
                                                               -------
Mehdi C. Nimjee

/s/ Al-Karim Haji         Chief Financial Officer              1/12/98
------------------------                                       -------
Al-Karim Haji             (Principal Financial Officer)

 /s/ Douglas C. Washburn  Vice President -  Treasurer          1/12/98
------------------------                                       -------
Douglas C. Washburn

/s/ Dennis E. Welling     Controller, Secretary                1/12/98
------------------------                                       -------
Dennis E. Welling         (Principal Accounting Officer)

</TABLE>