SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 ---------------
                                   FORM 10-KSB

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

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

For the fiscal year ended December 31, 1998       Commission File Number 0-22597

                       WESTERN TECHNOLOGY & RESEARCH, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         Wyoming                                          83-0273780
         (STATE OR OTHER JURISDICTION                  (I.R.S. EMPLOYER
         OF INCORPORATION OR ORGANIZATION)            IDENTIFICATION NO.)

946 West Penn Avenue, Robesonia, PA                        19551
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:     (610) 693-3114

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      None

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                           Common Stock, no par value

         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-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-K or any
amendment to this Form 10-KSB. [ ]

         Revenues for the Issuer's most recent fiscal year are $0.

         The aggregate  market value of the voting stock held by  non-affiliates
of the  Issuer as of March 30,  1999 was  approximately  $75,786  (based  upon a
closing price of $.06 per share).

         The number of  outstanding  shares of the  Issuer's  common stock as of
March 30, 1999 was 5,150,000 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE:

         None.


<PAGE>



                       WESTERN TECHNOLOGY & RESEARCH, INC.

                                TABLE OF CONTENTS

                                                                          PAGE

PART I

Business ..................................................................  1
Properties ................................................................ 11
Legal Proceedings ......................................................... 12
Submission of Matters to a Vote of Security Holders ....................... 12


PART II

Market for Common Equity and Related Stockholder Matters .................. 12
Management's Discussion and Analysis ...................................... 13
Financial Statements ...................................................... 16
Changes In and Disagreements With Accountants on Accounting and Financial
   Disclosure ............................................................. 16


PART III

Directors, Executive Officers, Officers, Promoters and Control Persons;
   Compliance with Section 16(a) of the Exchange Act ...................... 17
Executive Compensation .................................................... 19
Security Ownership of Certain Beneficial Owners and Management ............ 20
Certain Relationships and Related Transactions ............................ 21


Exhibits, Lists and Reports on Form 8-K ................................... 22



<PAGE>

ITEM 1 BUSINESS

RECENT DEVELOPMENTS

         As of December 30, 1998, Western Technology & Research,  Inc. ("Western
Tech"),  Cimnet,  Inc.  ("Cimnet" or the "Company") and Cimnet Acquisition Corp.
("MergerSub")  entered into an Agreement  and Plan of Merger,  pursuant to which
MergerSub  merged  with and into Cimnet (the  "Merger")  on March 2, 1998.  As a
result of the Merger,  (i) Cimnet  became a wholly owned  subsidiary  of Western
Tech,  (ii) the  stockholders  of  Cimnet  became  the  beneficial  owners of an
aggregate  of  4,430,000  shares of the Western  Tech's  common  stock  ("Common
Stock")  or 85.5% of the  total  shares of the  Common  Stock  ("Common  Stock")
outstanding and (iii) a new board of directors was appointed  consisting of John
D. Richardson, David Birk and Andrew Roosevelt.  Previously,  Messrs. Zennith S.
Merrit and Thomas M. Hockaday were the directors of Western Tech. As a result of
the Merger,  Mr. Richardson  beneficially owns 3,645,000 shares of Common Stock,
or 70.8% of the shares of Common Stock  outstanding.  Mr. Richardson is also the
Chief Executive Officer of Western Tech and Cimnet. In addition, the Company has
agreed to pay Williams  Investment  Co. a consulting fee of $25,000 for services
rendered in connection with the Merger.

HISTORICAL INFORMATION

         Western Tech was  organized on September 19, 1984 under the laws of the
State of Wyoming to engage in  investment  and business  development  operations
related  to  mineral  research  and  exploration.  The  primary  area of mineral
exploration  concerned  small  (less than 10 acres) jade  mining  leaseholds  in
Wyoming,  which were never brought to the development  stage.  Western Tech also
held options on both minor gold and minor oil & gas prospects,  which were never
exercised,   and  the  options  were  assigned  to  third-parties   for  nominal
consideration.  All of these  activities  had ceased before 1990.  All jade mine
claims  were  allowed to expire in 1993,  for  non-payment  of rental  fees,  as
approved by unanimous action of the Board of Directors on August 19, 1993.

         Western Tech never  engaged in an active  trade or business  throughout
the period  from 1990,  until just  recently.  In  December  of 1994,  the prior
management, Mr. H. Jean Baker and Mrs. Phyllis L. Baker, expressed the desire to
wind up Western  Tech  because of the lack of any  business  and the  burdens of
carrying on the entity without any apparent purpose.  Western Tech had just lost
its last business  asset,  an interest in real  property,  through  foreclosure.
Prior  management  took over at that  time,  noting in 1994 that some new mining
prospects and potential claims were available for investigation by Western Tech.
However, despite additional investigation, no new claims were staked. On October
15, 1996,  the  directors  determined  that Western Tech should become active in
seeking  potential  operating  businesses  and business  opportunities  with the
intent to  acquire  or merge with such  businesses.  Western  Tech then began to
consider and investigate  potential  business  opportunities.  The management of
Western  Tech   commenced  a  proactive   review  of  all   potential   business
opportunities  by  means  of  their  personal  contacts  and  prior  experience,
consisting of over thirty  combined  years of management of public  companies in
the mineral extraction business,  and private business operations including real
estate.  Western  Tech was until the  consummation  of the Merger  considered  a

<PAGE>


development stage company and, as a shell  corporation,  its principal  business
purpose  was to locate and  consummate  a merger or  acquisition  with a private
entity.

         The executive  offices of Western Tech and Cimnet are presently located
at 946 Penn Avenue, Robesonia, PA 19551, telephone (610) 693-3114.

THE BUSINESS OF CIMNET

         CIMNET is engaged in the development,  marketing,  and sale of computer
software and specialized hardware for the manufacturing  industry. The Company's
software,  sold under the  CIMNET(R)  brand name, is a  manufacturing  execution
system (MES) for aerospace, automotive and discrete manufacturers,  which enable
factories to distribute  electronic media,  collect labor and monitor work flows
on a  real-time  basis,  ultimately  becoming  "paperless  factories."  Cimnet's
software  and  hardware  products  enable  manufacturers  to gather and  display
information about the manufacturing  process and permits workers to interact and
control that process. As a result,  customers reduce operating costs and enhance
product quality by providing real-time information  throughout the manufacturing
enterprise.

         Cimnet's  core  software  products  are  DNC  Professional,   CIMNET(R)
Folders,  and  CIMNET(R)  Front  Office.  In addition,  Cimnet  offers a line of
hardware products that complement and support the direct numerical control (DNC)
and machine-monitoring  portions of its software products. The software products
currently run on Windows(R)  3.1, 95, 98 and NT. As a complement to its software
and to support its  customers  Cimnet also sells and supports  Oracle on Hewlett
Packard UNIX, Sun Microsystems  OS/Solaris Novell and NT database  servers.  The
Company also provides  computer  consulting,  maintenance  services,  and custom
software  development in conjunction with the sale of its software on a contract
basis.

         The Company's software products enable manufacturers to eliminate paper
in the factory and become more  efficient in the production  process.  The term"
paperless factory"  describes a production  environment in which information and
data are  transferred  electronically  over  networked  computers  via  internal
company  networks  or the  internet.  Instead of sending  paper  documents  in a
traveling  folder from machine to machine or factory to factory,  information is
available to on-line to all  employees  who have  authorization.  Efficiency  is
greatly enhanced because  employees do not need to leave their location in order
to obtain vital product or production information.

         The Company distributes its products primarily in North America through
multi-channel  distribution  that  consists  of direct and  dealer  sales to end
users;  strategic  joint  marketing  alliances,  such  as its  recent  strategic
marketing alliance with Intellution and original equipment manufacturing (OEMs).
Discrete  manufacturing  plants  ranging  from small  businesses  to Fortune 500
companies  use the  Company's  products.  The Company has an  installed  base at
various corporate  accounts,  including Raytheon,  Nike, Lockheed Martin,  Smith
International,  Harley Davidson,  Caterpillar,  BIC Corporation,  Penske Racing,
Brown & Sharpe, Emerson Electric, FMC, AMP and General Motors.


                                      -2-
<PAGE>

INDUSTRY BACKGROUND

         In the late 1960s,  metal working industries began to see the emergence
of a new machining technology, that became practical as vacuum tubes gave way to
transistors   -   the    conversion   of   machine   tool   controls   from   NC
(numerically-controlled)  to CNC  (computer  numerically  controlled).  Prior to
this,  machine tools were either  operated  manually by skilled  machinists,  or
mainframe-based Computer Aided Manufacturing (CAM) systems that produced punched
paper tape that was physically  carried from the programming  office to the shop
floor.  These part programs would then be executed by the NC machine one move at
a time as it was read from tape.  With the advent of CNC machines having limited
memory to store entire  programs,  the usability of these machines was enhanced,
and they become more  common.  Along with this  change,  machine  controls  also
gained the ability to communicate  electronically  with the computers  producing
their  programs,  and the  Distributed  Numerical  Control (DNC) business began.
Machine controls typically use RS-232 serial communication, as do computers, but
that  is  inherently  a  one-to-one  connection.  DNC  networks  were  set up to
interconnect the one or two computers  producing the part programs with the many
machine tools found in a typical factory.

         A second significant change was also driven by electronics  technology,
specifically the development of the integrated circuit which made minicomputers,
and later personal computers,  viable. While CNC machines also incorporated this
new technology,  its greater impact was initially on the programming side, where
such  systems  became  affordable,  and in the late  1980's,  even  commonplace.
PC-based  solutions  enabled even small  manufacturers  to enjoy the benefits of
accurate,  repeatable  parts that NC and CNC  machining  brought.  As PC systems
proliferated, the volume of programs and information generated became a blizzard
for the factory  floor to handle.  This was of course  added to the  overflow of
other  information  that  "office-based"   computer  systems  were  increasingly
generating - manufacturing resource planning (MRP, which later became enterprise
resource planning,  also known as ERP as its scope widened),  inventory control,
cost  accounting,   and  scheduling   systems.   Managing  this  information  by
transferring  physical  media  (paper  tapes,  folders  full  of  documentation,
blueprints, etc.) is time-consuming,  error-prone, and expensive. Many companies
in the discreet marketplace looked at their existing DNC network  infrastructure
as a base from which to start building  their  manufacturing  execution  systems
(MES) to distribute and collect other information to and from the factory floor.

         The PC  "revolution"  has had  another  side  effect,  and that was the
gradual elimination of proprietary DNC hardware.  Early DNC systems were usually
built from custom  components  because  commercially  available  general purpose
computers  were either too expensive,  or not powerful  enough to do the job. It
was cheaper to construct custom communications  hardware to do the specific task
of delivering  part programs.  As computers,  particularly  PCs, became cheaper,
their volume increased,  which further drove down costs, and made it possible to
use mostly COTS (commercial  off-the-shelf) technology to accomplish the task of
delivering  information  to the shop floor.  While some  environments  do demand
rugged  hardware,  these  are  mostly  repackaged  versions  of the PCs found on
millions of desktops, capable of using the same peripherals, and compatible with
the same software.  PCs have even begun to take over control of CNC's  directly,
often using commercially available  motion-control cards or accomplishing motion


                                      -3-
<PAGE>

control  via  software.  Value  exists not so much in any  electronics  hardware
(which is  increasingly  a  commodity  item,  except  for some  special  purpose
devices), but in the software used to control them.

         Another    technology-driven    factor   in   the   computer-integrated
manufacturing business has been the widespread acceptance of Local-Area Networks
(LANs).  While  these  have been  commonplace  in offices  for years,  they have
recently  made their way onto the factory  floor.  This has increased the demand
for integrated systems, as opposed to "islands of automation". The LAN makes all
the  resources  of a  company's  computers  available  to  supervisors  and even
operators  on the  floor.  Now the need is to  enable  those  resources  to work
together.  Many  times the  common  point of  contact  for these  systems is the
manufacturing operation, and thus, until manufacturing was "computerized", there
was  never a need (or as great a need)  for them to  communicate  and  present a
unified interface.  Bringing other systems to manufacturing has had an impact of
the  focus  of  those  systems  as  well,  since   manufacturing  is  usually  a
detail-intensive environment.  Thus, for example, planning systems which focused
on month-by month or even year-by-year  forecasts have now to deal with daily or
even hourly information.  This difference is orientation, as well as differences
in functionality and presentation,  are what distinguish Manufacturing Execution
Systems (MES) from more  traditional MRP or ERP (Enterprise  Resource  Planning)
systems. While there is a degree of overlap between these product families, they
are usually complementary, not competitive, products.

         It is important to realize that manufacturing  related computer systems
are still in their  growth  phase.  Even  though  plain DNC has been  around for
years,  there are still a large number of companies  who have yet to install it.
Partly  this is due to the  longevity  of  manufacturing  equipment,  especially
machine  tools.  It is not  uncommon  to  encounter  40+ year old  equipment  in
factories, being used every day for critical production. The environment of some
manufacturing  operations (dirty, noisy,  crowded,) has also been an impediment.
(Of course, some of these same factors make getting paper-based  information off
the shop floor all the more  imperative.)  Manufacturing  Execution systems have
only begun to appear in the last few years,  and few  companies  have taken full
advantage of them. When these are installed, it is often only a portion of their
functionality that gets used to start with. Full  implementation and integration
with other systems can take six months to two years.

PRODUCTS AND SERVICES

         Since  September  1994,  Cimnet has  offered  software,  hardware,  and
related services to its customers for manufacturing  automation and MES, driving
toward the ultimate goal of a "paperless company."

         Cimnet's current software  products,  sold under the CIMNET(R) software
products,  are poised for  explosive  growth in each sector of their  respective
markets.  The  software  offers  customers  upward  growth and  add-on  options,
allowing  customers  to  grow  with  the  software.  The  Company  is  currently
developing  web  browser  based  software  modules  for its  Folders and DNC Pro
software to enhance its customers  internet based  manufacturing  monitoring and
reporting efforts.


                                      -4-
<PAGE>

SOFTWARE PRODUCTS

         DNC  PROFESSIONAL:  DNC refers to the technology  used to  interconnect
groups of  computerized  numerical  control (CNC) machines to computer  systems.
Using digital  instructions,  these machines produce a wide variety of precision
parts, such as engine components,  aircraft parts,  joint prostheses,  and molds
for other  parts.  DNC  allows the  transmission  of part  programs  to and from
computers and CNC machine tools.

         DNC Professional,  one of Cimnet's major products, is a DNC system that
provides a wide variety of features and benefits to its customers, including the
ability to view and edit  electronically  all of the documents and data that are
required to perform  certain  manufacturing  functions.  It also organizes these
documents and data utilizing a database (Oracle, Microsoft Sequel Server, Dbase)
that  allow  shop  floor  personnel  the  ability  to  easily  locate  pertinent
information easily and quickly.

         DNC Professional is an ideal DNC solution for  manufacturers to enhance
their CNC operations.  It installs  easily on to existing  networks and industry
standard hardware,  making it almost immediately  productive.  Easy-to-use,  and
operating under Windows(R) 95, 98 and NT the software prompts the operators with
the   appropriate  job  queue  and  documents  to  assure  that  components  are
manufactured  within the proper sequence and with the correct  information.  The
information  that  the  operators  can  view  includes  machine  code,   textual
instructions, and graphical instructions with full multi-media capabilities.

         Cimnet believes that DNC  Professional  was the first network  resident
DNC  system  that  functioned  in  a  mixed  database/operating  system  network
architecture.  This  open  system  approach  provides  companies  with  existing
hardware and networks to upgrade to Cimnet's fully functional MES solutions. DNC
Professional  also  provides  the  market  with  an  entry-level   solution  for
manufacturing compliance to ISO 9000 standards.

         FOLDERS:  Folders  is a  Windows(R)  based  MES  software  targeted  at
companies with 200 or more employees, offering manufacturing companies paperless
factory capabilities for mixed database/operating system environments, including
Windows(R) and UNIX based network and database servers. Folders offers DNC, SPC,
job and labor tracking, reporting, scheduling, document distribution and viewing
as well as electronic machine tool monitoring.

         Wherever paper is used to transfer information or collect data within a
production  environment,  Folders can help  replace it with  instantaneous  data
communication  on  the  network.   Folders   assembles   electronic   production
information,  such as part programs,  part drawings,  setup sheets,  and tooling
lists, into a single  "electronic  folder."  Operators at their workstations can
immediately access all information to do their jobs by simply clicking on a part
number, work center ID, or operation. Virtually, any paperwork now being sent to
the production floor can be transferred electronically.

         The major benefit of Folders is that production  management  gains true
control over mission  critical  workflow.  This is the result of having the most


                                      -5-
<PAGE>

up-to-date information available at the work center when and where it is needed.
Other  advantages  of  using  this  system  are  improved  document  management,
reduction of scrap, optimized processes, reporting, and assistance with ISO 9000
compliance and certification.

         FRONT  OFFICE:   Front  Office  is  a  Windows(R)  based  manufacturing
management system  especially  designed for small to medium job shops with under
200 employees. It allows manufacturers to take complete, integrated control over
sales, production, inventory, scheduling,  estimating, purchasing, labor and job
tracking and accounting.

         Front Office is a powerful and effective total manufacturing management
system  available  to  manufacturing   job  shops  and  secondary  and  tertiary
subcontractors of major  corporations.  It provides the necessities of running a
business and the  technology to adhere to complex  requirements  as well as data
collection and analysis.

         Front Office provides the smaller manufacturers and job shops with many
of the same benefits and features  available too much larger companies  (through
their ERP systems) at a considerably lower cost.

SERVICES

         Cimnet  believes  that high  quality  customer  service and support are
integral  components of the application  solutions that it offers.  Accordingly,
Cimnet  offers a range of  fee-based  training,  installation,  consulting,  and
maintenance  services to  facilitate  the  installation  and use of the Cimnet's
software.

         Cimnet is geared to provide its customers with the technical  expertise
required  for  networking  and  databases  to  successfully  implement  software
solutions for their factory  operations.  Cimnet continually invests in training
and certification programs for its technical experts.

TRAINING

         Cimnet  offers both  classroom  and on-site  training  for its software
products,  with general  courses in  statistical  process  control,  distributed
numerical control, document management and accounting as they relate to Cimnet's
software.  Cimnet employs trainers to teach these courses.  In addition,  Cimnet
has created multi-media CDs and the latest applications to provide its customers
the most flexibility in training techniques.

INSTALLATION/CONSULTING

         Cimnet provides complete installation services for all of its software,
as well as consulting  services for  installing  and  configuring  computers and
networks purchased from third parties.  Installation  services are marketed on a
time and project basis.


                                      -6-
<PAGE>

MAINTENANCE AND SUPPORT

         Cimnet offers annual maintenance  contracts for all of its hardware and
software products. The hardware maintenance contract provides the purchaser with
next-day  replacement of the Cimnet hardware  product that fails for any reason.
Purchasers of the software maintenance contracts are provided with free software
updates,  new releases on physical media,  and access to Cimnet via the internet
to obtain information on latest software releases and new features.

         Both  types  of  maintenance   contracts  include  unlimited  telephone
support.  For  users  not  covered  by a  maintenance  contract,  Cimnet  offers
telephone  technical support,  which can be purchased per incident or for a flat
annual fee.

EMPLOYEES

         As of December  31,  1998,  Western  Tech had no  employees  and Cimnet
employed 27 people,  including 9 in new software design development and testing;
8 in customer  service,  technical  support,  and  installation;  6 in sales and
marketing; and 4 in operations and order processing.

         IN ADDITION TO OTHER  INFORMATION IN THIS ANNUAL REPORT ON FORM 10-KSB,
THE FOLLOWING IMPORTANT FACTORS SHOULD BE CAREFULLY CONSIDERED IN EVALUATING THE
COMPANY AND ITS  BUSINESS  BECAUSE  SUCH FACTORS  CURRENTLY  HAVE A  SIGNIFICANT
IMPACT ON THE COMPANY'S BUSINESS, PROSPECTS,  FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

         SHORT OPERATING HISTORY;  FLUCTUATIONS IN QUARTERLY  OPERATING RESULTS.
Cimnet has a limited  operating  history and expects to  experience  significant
fluctuations in future  quarterly  operating  results that may be caused by many
factors,  including, among others: delays in introduction of products or product
enhancements by Cimnet, its competitors or other providers of hardware, software
and components for the  industrial  automation  market;  costs  associated  with
product or technology  acquisitions;  the size and timing of individual  orders;
software  "bugs" or other product quality  problems;  competition and pricing in
the software  industry;  seasonality of revenues;  customer  order  deferrals in
anticipation of new products;  market acceptance of new products;  reductions in
demand for existing  products and  shortening of product life cycles as a result
of new product introductions; changes in operating expenses; changes in Cimnet's
strategy;   personnel  changes;  foreign  currency  exchange  rates;  regulatory
requirements and political and economic  instability in foreign markets;  mix of
products sold; and general  economic  conditions.  As a result,  Cimnet believes
that  period-to-period   comparisons  of  its  results  of  operations  are  not
necessarily  meaningful  and should not be relied upon as  indications of future
performance.

         Because  Cimnet  ships  software  products  within a short period after
receipt  of an order,  Cimnet  typically  does not have a  material  backlog  of
unfilled  orders,  and  revenues in any quarter are  substantially  dependent on
orders booked in that quarter.  Cimnet's expense levels are based in part on its
expectations  as to future  revenues and Cimnet may be unable to adjust spending


                                      -7-
<PAGE>

in a  timely  manner  to  compensate  for any  revenue  shortfall.  Accordingly,
operating results would be adversely affected by a reduction in revenues in that
quarter since the majority of the Cimnet's  expenses are fixed.  Any significant
weakening  in  demand  would  have an  almost  immediate  adverse  impact on the
Company's   operating   results   and  on  the   Cimnet's   ability  to  achieve
profitability.  In addition, the Company sells software and hardware maintenance
programs which are frequently prepaid by the Company's  customers.  As a result,
the Company may not under applicable  accounting  principles  recognize  certain
revenues  as income  until  services  have been  rendered or time  periods  have
elapsed.

         PRODUCT CONCENTRATION.  Although the Cimnet sells a variety of hardware
and software  products,  the bulk of Cimnet's revenues are still concentrated in
the CIMNET(R) family of products for industrial automation applications.  Cimnet
introduced the initial version of CIMNET(R) Folders in September, 1994. Revenues
from the family of products have grown rapidly and  represented  over 58% of the
Company's  total revenues in 1998. The Company  expects that revenues from these
products  will  continue to account for a  substantial  portion of the Company's
revenues.  The life cycles of the  Company's  products are difficult to estimate
due in large measure to the recent  emergence of some of the  Company's  market,
the future effect of product  enhancements and future  competition.  Declines in
demand for these  products,  whether as a result of  competition,  technological
change or otherwise, or price reductions would have a material adverse effect on
the Company's operating results.

         COMPETITION.  The  market  for  the  Company's  products  is  intensely
competitive.  The Company  expects  competition  to increase  and the  Company's
market  share  to  decline  as other  companies  introduce  additional  and more
competitive Microsoft Windows(R)-based products in this emerging market segment.
Many of the Company's  present or  anticipated  competitors  have  substantially
greater  financial,  technical,  marketing and sales resources than the Company.
There can be no assurance that the Company will be able to compete  successfully
in the future.

         DEPENDENCE  ON  OPERATING  ENVIRONMENTS.   The  Company's  software  is
designed for use with computers  running in the Microsoft  Windows(R)  operating
environment. Future sales of the Company's products are dependent upon continued
use of these  operating  environments.  In addition,  changes to these  software
programs require the Company to continually upgrade its products.  Any inability
to produce upgrades or any material delay in doing so would adversely affect the
Company's  operating  results.  The  successful  introduction  of new  operating
systems or  improvements of existing  operating  systems that compete with these
software  programs also could adversely  affect sales of the Company's  products
and have a material adverse effect on the Company's operating results.

         RAPID  TECHNOLOGICAL  CHANGE.  The market for the Company's products is
characterized by rapid  technological  advances,  evolving  industry  standards,
changes in end-user  requirements  and  frequent new product  introductions  and
enhancements.  While the Company is committed to the Microsoft Windows operating
system,  the  introduction  of  products  embodying  new  technologies  and  the
emergence of new industry standards could render the Company's existing products
and  products  currently  under  development  obsolete  and  unmarketable.   The


                                      -8-
<PAGE>

Company's  future  success  will  depend upon its ability to enhance its current
products  and to  develop  and  introduce  new  products  that  keep  pace  with
technological  developments,  respond  to  evolving  end-user  requirements  and
achieve market  acceptance.  Any failure by the Company to anticipate or respond
adequately  to  technological  developments  or  end-user  requirements,  or any
significant  delays in product  development or  introduction,  could result in a
loss of  competitiveness  or  revenues.  In the past,  the Company  occasionally
experienced delays in the introduction of new products and product enhancements.
There can be no assurance  that the Company will be successful in developing and
marketing  new  products or product  enhancements  on a timely basis or that the
Company will not experience significant delays in the future, which could have a
material  adverse effect on the Company's  results of  operations.  In addition,
there can be no assurance that new products or product enhancements developed by
the Company will achieve market acceptance.

         MANAGEMENT OF GROWTH. The Company has recently experienced rapid growth
in the number of employees, the scope of its operating and financial systems and
the geographic area of its  operations.  This growth has resulted in an increase
in the level of responsibility  for both existing and new management  personnel.
To manage its growth  effectively,  the Company  will be required to continue to
implement and improve its operating and financial  systems and to expand,  train
and manage its  employee  base.  There can be no assurance  that the  management
skills and systems  currently in place will be adequate if the Company continues
to grow.  The  Company  may make  additional  acquisitions  in the  future.  The
Company's  management  has only  limited  experience  with  acquisitions,  which
involve  numerous  risks,  including  difficulties  in the  assimilation  of the
operations and products of the acquired companies, the diversion of management's
attention from other  business  concerns and the potential loss of key employees
of the acquired companies.

         KEY  EMPLOYEES.  The Company's  continued  success will depend upon its
ability  to retain a number of key  employees,  most of whom are not  subject to
employment  agreements or agreements that restrict their ability to compete with
the Company  following the  termination of their  employment.  In addition,  the
Company  believes  that its  future  success  will  depend in large  part on its
ability to attract and retain highly skilled technical, managerial and marketing
personnel.  Competition  for such  personnel  is  intense,  and  there can be no
assurance  that the Company will be successful in attracting  and retaining such
personnel.  The loss of certain key  employees  or the  Company's  inability  to
attract  and retain  other  qualified  employees  could have a material  adverse
effect on the Company's business.

         RELIANCE UPON DISTRIBUTION  CHANNEL. The Company has relied and expects
to continue to rely primarily on independent  distributors for the marketing and
distribution of its products.  These distributors may also represent other lines
of  products,  some of which may be  complementary  to or  competitive  with the
Company's products. The Company's distributors are not within the control of the
Company and are not obligated to purchase  products from the Company.  While the
Company encourages its distributors to focus primarily on the promotion and sale
of the Company's  products,  there can be no assurance  that these  distributors
will not give higher priority to the sale of other products,  including products
developed by existing or potential competitors.  A reduction in sales efforts or
discontinuance of sales of the Company's products by its distributors could lead
to reduced sales and could  adversely  affect the Company's  operating  results.
There can be no assurance as to the continued  viability or financial  stability


                                      -9-
<PAGE>

of the  Company's  distributors,  the  Company's  ability to retain its existing
distributors or the Company's  ability to add new distributors in the future. In
addition,  as a result of new product  introductions  or pricing  actions by the
Company  or  others,  the  Company's  distributors  or  end-users  may alter the
expected timing of their product  purchases,  thereby  exacerbating the possible
variability of the Company's quarterly operating results.

         DEPENDENCE ON GENERAL ECONOMIC CONDITIONS.  Based in part on the growth
in the  overall  market  for and the  Company's  penetration  of the  industrial
automation  software market, as well as the geographic and industry diversity of
the Company's  customers,  the Company believes that general economic conditions
have not had a material adverse effect on the Company's  results of operation to
date. There can be no assurance, however, that economic conditions will not have
a material adverse effect on the Company in the future.

         DEPENDENCE ON PROPRIETARY  RIGHTS.  The Company regards its software as
proprietary and attempts to protect it with copyrights, trademarks, trade secret
laws and restrictions on disclosure,  copying and transferring  title.  However,
the Company has no patents,  and  existing  copyright  laws afford only  limited
practical protection for the Company's software.  In addition,  the laws of some
foreign  countries do not protect the Company's  proprietary  rights to the same
extent as do the laws of the United  States.  The Company  licenses its products
primarily  under  "shrink  wrap"  license  agreements  that  are not  signed  by
licensees and therefore may be  unenforceable  under the laws of certain foreign
jurisdictions.  In addition, in some instances the Company licenses its products
under  agreements  that give licensees  limited access to the source code of the
Company's  products.  Accordingly,  despite precautions taken by the Company, it
may be possible for  unauthorized  third parties to copy certain portions of the
Company's  products or to obtain and use information that the Company regards as
proprietary.  As the number of software  products in the industry  increases and
the functionality of these products further overlaps,  the Company believes that
such software will become  increasingly the subject of claims that such software
infringes  the rights of others.  Although the Company does not believe that its
products infringe on the rights of third parties, there can be no assurance that
third  parties will not assert  infringement  claims  against the Company in the
future  or that any such  assertion  will not  result in  costly  litigation  or
require the Company to obtain a license to intellectual  property rights of such
parties.  In addition,  there can be no  assurance  that such  licenses  will be
available on reasonable terms, or at all.

         CONTINUED  CONTROL BY JOHN RICHARDSON.  John Richardson,  the Company's
Chairman of the Board and Chief Executive  Officer,  beneficially owns 3,645,000
shares of Common Stock or approximately  70.8% of the shares  outstanding.  As a
result, Mr. Richardson will have the ability to control the business and affairs
of the Company.

         POTENTIAL  ADVERSE  EFFECT OF REDEMPTION  OF WARRANTS.  As of March 30,
1999,  there were 300,000 Class A Common Stock Warrants issued and  outstanding.
Each Warrant  entitles the holder to purchase one share of the Company's  common
stock at an  exercise  price of $2.50 per share any time prior to May 21,  1999.
The  Warrants  may be  redeemed  by the Company for $.05 per Warrant at any time


                                      -10-
<PAGE>

upon thirty (30) days' prior written notice to the Warrantholders so long as the
shares of Common  Stock trade for not less than $3.25 for ten (10)  trading days
during any period of thirty  (30)  trading  days.  Notice of  redemption  of the
Warrants  could force the holders to exercise  the Warrants and pay the exercise
price at a time  when it may be  disadvantageous  for them to do so, to sell the
Warrants at the current market price when they might  otherwise wish to hold the
Warrants,  or to accept the redemption price which would be  substantially  less
than the market value of the Warrants at the time of redemption.

         NO DIVIDENDS  AND NONE  ANTICIPATED.  To date,  the Company has paid no
dividends.  For the foreseeable  future,  earnings  generated from the Company's
proposed operations will be retained for use in the Company's business.

         FORWARD-LOOKING  INFORMATION  MAY  PROVE  INACCURATE.  This  Memorandum
contains   forward-looking   statements  and  information   that  are  based  on
management's  beliefs as well as assumptions made by, and information  currently
available to,  management.  When used in this Memorandum  (including  Exhibits),
words such as "anticipate,"  "believe,"  "estimate," "except," and, depending on
the  context,   "will"  and  similar  expressions,   are  intended  to  identify
forward-looking  statements. Such statements reflect the Company's current views
with respect to future  events and are subject to certain  risks,  uncertainties
and assumptions, including the specific risk factors described above. Should one
or more of these  risks  or  uncertainties  materialize,  or  should  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
anticipated,  believed,  estimated or  expected.  The Company does not intend to
update these forward-looking statements and information.

         DEPENDENCE ON KEY PERSONNEL.  The Company is dependent,  in particular,
upon the services of John Richardson,  its Chief Executive  Officer and Chairman
of the Board.  If Mr.  Richardson was unable to provide  services to the Company
for whatever reason, the business would be adversely affected.  The Company does
not maintain a key person life insurance policy on Mr. Richardson.

         YEAR 2000. The Company recognizes that a challenging  problem exists in
that many computer  systems  worldwide do not have the capability of recognizing
the year 2000 or the years thereafter. No easy technological "quick fix" has yet
been  developed for this problem.  The Company has spent a  considerable  sum of
money to assure  that all its  software  programs  are year 2000  compliant  and
believes that they are. This "Year 2000 Computer  Problem"  creates risk for the
company from unforeseen problems in its own software and from third parties with
whom the company  deals.  Such  failures of the Company  and/or  third  parties'
computer  systems  could have a material  adverse  effect on the Company and its
ability to conduct its business in the future.

ITEM 2. PROPERTIES.

         The  Company's  principal  facility is a 6,500 square foot  building in
Robesonia, Pennsylvania. In addition, the Company has recently moved its some of
its new product  development  group to a 1,000 square foot space adjacent to the
principal  facility.  The  Company  believes  that its  current  facilities  are


                                      -11-
<PAGE>

adequate to meet the Company's current business requirements,  and that suitable
additional  space will be  available  as needed.  The  building is owned by John
Richardson, Western Tech's Chief Executive Officer and Chairman of the Board and
the lease is on a year to year basis.  The  monthly  rent paid by the Company to
Mr. Richardson is $7,500 month which the Company considers to be no greater than
market rate for comparable space.

ITEM 3. LEGAL PROCEEDINGS.

         No material  legal  proceedings  are pending,  or to the Western Tech's
knowledge threatened, to which Western Tech or any of its property is subject.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS.

         No matters  were  submitted  to a vote of the holders of the  Company's
Common Stock during the last quarter of its fiscal year ended December 31, 1998.


                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Western Tech's shares of Common Stock were quoted since May 28, 1998 on
the OTC Bulletin  Board under the symbol  "WTNR".  However,  Western Tech is not
aware of any  established  trading  market for its Common Stock nor is there any
record of significant trading in Western Tech's Common Stock.

         The following table sets forth the range of high and low bid quotations
for the Common Stock,  since May 28, 1998 as reported by the OTC Bulletin Board.
The  quotes  represent  inter-dealer  prices  without  adjustment  or  mark-ups,
mark-downs or commissions and may not necessarily represent actual transactions.
The trading volume of Western Tech's securities  fluctuates and may be extremely
limited (or non-existent)  during certain periods. As a result, the liquidity of
an investment in the Western Tech's securities may be adversely affected.

                           COMMON STOCK
                           ------------
                           HIGH     LOW
                           ----     ---
1998
----

Quarter ended
June 30, 1998*             $.01     $.01

Quarter ended
September 30, 1998         $.06     $.06

Quarter ended
December 31, 1998          $.06     $.06

* Limited trading on the OTC Bulletin Board commenced on May 28, 1998.


                                      -12-
<PAGE>

         On March 25,  1999,  the final  quoted  prices as  reported  by the OTC
Bulletin  Board was $.06 for each share of Common  Stock.  As of March 25, 1999,
there  were  5,150,000  shares of Common  Stock  outstanding,  held of record by
approximately 56 record holders.

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

STATEMENTS IN THIS "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS"  AND ELSEWHERE IN THIS DOCUMENT AS WELL AS STATEMENTS
MADE IN PRESS RELEASES AND ORAL STATEMENTS THAT MAY BE MADE BY THE COMPANY OR BY
OFFICERS,  DIRECTORS OR EMPLOYEES OF THE COMPANY ACTING ON THE COMPANY'S  BEHALF
THAT ARE NOT  STATEMENTS  OF  HISTORICAL  OR CURRENT  FACT  CONSTITUTE  "FORWARD
LOOKING  STATEMENTS"  WITHIN THE  MEANING OF THE PRIVATE  SECURITIES  LITIGATION
REFORM ACT OF 1995. SUCH  FORWARD-LOOKING  STATEMENTS  INVOLVE KNOWN AND UNKNOWN
RISKS,  UNCERTAINTIES  AND OTHER  UNKNOWN  FACTORS  THAT COULD  CAUSE THE ACTUAL
RESULTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THE HISTORICAL RESULTS OR
FROM ANY FUTURE RESULTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.
IN  ADDITION  TO   STATEMENTS   WHICH   EXPLICITLY   DESCRIBE   SUCH  RISKS  AND
UNCERTAINTIES,  READERS ARE URGED TO CONSIDER  STATEMENTS LABELED WITH THE TERMS
"BELIEVES",  "BELIEF",  "EXPECTS",  "INTENDS",  "ANTICIPATES"  OR  "PLANS" TO BE
UNCERTAIN FORWARD-LOOKING  STATEMENTS.  THE FORWARD LOOKING STATEMENTS CONTAINED
HEREIN ARE ALSO  SUBJECT  GENERALLY  TO OTHER RISKS AND  UNCERTAINTIES  THAT ARE
DESCRIBED FROM TIME TO TIME IN THE COMPANY'S REPORTS AND REGISTRATION STATEMENTS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

         This section presents a review of the Company's financial condition and
results of operations  and should be read in conjunction  with the  consolidated
financial statements of the Company and the notes included elsewhere herein. Per
share information has been restated to reflect the recapitalization as if it had
occurred at the beginning of the most recent period presented.

OPERATIONS

YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997

Net Sales for the year ended  December  31, 1998  increased  by 9.7% or $283,100
over net sales for the year ended December 31, 1997. This increase resulted from
an introduction of new software products.


                                      -13-
<PAGE>


Costs of goods sold for 1998 were  $529,705  compared  to $561,559  for 1997,  a
decrease of $31,854 or 5.7%.  This decrease in costs of goods sold is related to
the company  focusing  more on software and services  sales and  decreasing  its
sales of hardware related items.

Gross  Profit for 1998 was  $2,662,020,  compared  to  $2,347,066  for 1997,  an
increase of $314,954 or 13.4%. This increase is due to the reduced cost of goods
associated with software and services sales verse hardware sales.

Selling,  general and administrative  expenses for 1998 were $1,680,989 or 52.7%
of net  sales,  and  total  R&D  expenses  were  $981,065  or 30.7% of net sales
compared to selling,  general and administrative expenses of $1,278,860 or 44.0%
of net  sales and total R&D  expenses  were  $965,856  or 33.2% of net sales for
1997.  These  increases are due to  additional  administrative  personnel  being
employed  during  the  current  year to  support  the  release  of new  software
products.  The  Company  issued  500,000  shares  of  common  stock  in 1997 for
consulting  services  rendered.  This  resulted in a $560,000 one time charge to
operations in 1997.

Income from  operations for 1998 was $16 compared to a loss of $457,650 in 1997,
an increase of  $457,666.  This  increase in operating  income is primarily  the
result of the one time charge of $560,000 for consulting service.

Interest expense for 1998 was $47,933 or 1.5% of net sales,  compared to $52,498
or 1.8% of net sales for 1997.

Effective December 31, 1997, the Company  terminated its S corporation  election
and became a C  corporation.  In  connection  with the  Company's  change in tax
status,  the  Company  recorded  a deferred  asset of  $23,000  in 1998.  As a C
corporation, the computation of deferred taxes is based on federal C corporation
tax rates,  which are not applicable to S corporations,  and C corporation state
tax rates, which are significantly larger than S corporation state tax rates. In
accordance  with SFAS 109, the gain  resulting from the increase in the deferred
tax asset is  included  as a credit  to tax  expense  during  the  period  ended
December 31, 1998.

Net loss for 1998 was  $27,050 or $0.01 per share as  compared  to  $510,148  or
$0.12 per share for 1997.

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

Net sales for the year ended December 31, 1997 decreased by 1.2% or $36,006 over
net sales for the year ended  December  31, 1996.  The  decrease  results can be
contributed to one large order placed with the company in 1996.

Costs of goods sold for 1997 were  $561,559,  compared to  $787,654  in 1996,  a
decrease of $226,095 or 28.7%.  This  decrease in costs can be attributed to the
company moving away from hardware related sales.


                                      -14-
<PAGE>

Gross  Profit  for 1997 was  $2,347,066,  compared  to  $2,156,977  in 1996,  an
increase of $190,089 or 8.8%. The increase is attributed to the company's  lower
cost of goods sold.

Selling,  general and administrative  expenses for 1997 were $1,278,860 or 44.0%
of net sales,  and total R&D was  $965,856  or 33.2% of net sales,  compared  to
$1,179.893  or 40.0% and R&D  expenses  were  $808,606 or 27.5% of net sales for
1996.  The increase in these  expenses is the result of the company  introducing
new software  products to the marketplace.  The Company issued 500,000 shares of
common stock in 1997 for consulting services rendered.
This resulted in a $560,000 one time charge to operations in 1997.

Income  (loss) from  operations  for 1997 was  $(457,650)  or 15.7% of net sales
compared to $164,130 or 5.6% of net sales for 1996, a decrease of $621,780. This
decrease in operating  income is primarily  the result of the one time charge to
operations  for  consulting  expense.  Income  from  operations  would have been
$102,350  or 3.5% of net  sales  in  1997,  excluding  the one  time  charge  to
operation.

Interest  expense for 1997 was $52,498 or 1.8% of net sales  compared to $48,150
or 1.6% of net sales for 1996.

Net income  (loss) for 1997 was  $(510,148)  or $(0.12) per share as compared to
$115,980  or $0.03 per share for 1996.  This  decrease  in  operating  income is
primarily  the  result  of the one time  charge  to  operations  for  consulting
expense.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1998,  the Company had current assets of $835,573 as compared to
$491,309 at December  31,  1997.  This  increase is due to  additional  accounts
receivable  relating  to the  additional  software  and service  sales.  Current
liabilities  increased  $204,386  from  1997 to 1998.  This  increase  is due to
additional  costs   associated  with  the  increase  in  general,   selling  and
administrative  costs  relating to the  release of new  software  products.  The
Company believes that its existing cash,  accounts  receivable,  and anticipated
revenues will be sufficient to meet its liquidity and cash  requirements for the
next twelve months.

OPERATING ACTIVITIES

Cash provided by (used in)  operations  for fiscal 1998 and 1997 was  $(158,044)
and $218,922,  respectively. The decrease in cash provided by operations in 1998
was due to an increase in accounts  receivable of $260,559.  Accounts receivable
increased due to an increase in the company's sales.

INVESTING ACTIVITIES

Investing activities consumed $77,307 and 36,894 in 1998 and 1997, respectively,
for purchases of capital assets.


                                      -15-
<PAGE>

FINANCING ACTIVITIES

During  fiscal  1998,  financing  activities  provided  of $240,196 in cash 1998
compared to $220,681 in cash used in 1997,  an increase of $460,857 in cash from
financing  activities in fiscal 1997.  Financing  activities in 1998,  consisted
primarily of the Company's  issuance of 100,000 units for $2.50 per unit through
a  private  placement  which  raised  approximately  $225,000,  net of  offering
expenses. In 1997, the Company repaid $145,000 on its line of credit.

CAPITAL RESOURCES

The Company  has certain  credit  facilities  with its bank  including a line of
credit  and  two  term  loans.   As  of  December  31,  1998,  the  Company  had
approximately,  $300,000 of unused credit  available on its line of credit.  The
Company  is  current  with  all  its  obligations  to its  bank  and has met all
financial covenants in its loan documents.

The Company has no material  commitments for capital  expenditures  and believes
that its cash from operations,  existing balances and available credit line will
be sufficient to satisfy the needs of its operations and its capital commitments
for the foreseeable  future.  However, if the need arose, the Company would seek
to obtain  capital  from such  sources as  continuing  debt  financing or equity
financing.

NEW PRONOUNCEMENTS

In 1998,  the Company  adopted SFAS No. 131,  "Disclosures  About Segments of an
Enterprise  and Related  Information."  This  statement  redefines how operating
segments  are  determined  and requires  disclosures  of certain  financial  and
descriptive  information about the Company's operating  segments.  Under current
conditions, the Company is reporting one segment

ITEM 7. FINANCIAL STATEMENTS

         See  Financial  Statements  following  Item 13 of this Annual Report on
Form 10-KSB.

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

         Jones,  Jensen & Company,  P.C.  ("Jones  Jensen") by the letter  dated
April 8, 1999 was dismissed as the independent accountants for Western Tech. The
reports of Jones Jensen on the financial statements of Western Tech for the past
two fiscal years  contain no adverse  opinion or  disclaimer of opinion and were
not  qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
principles.  Western  Tech's Board of Directors  approved the dismissal of Jones
Jensen.

         For the two most recent fiscal years and through  April 8, 1999,  there
have been no  disagreements  between Western Tech and Jones Jensen on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or


                                      -16-
<PAGE>

auditing  scope or  procedure,  which would have caused  Jones  Jensen to make a
reference thereto in its report on Western Tech's financial  statements for such
period. During the two most recent fiscal years and through April 8, 1999, there
have  been  no   reportable   events  (as  defined  in   Regulation   S-K,  Item
304(a)(1)(v)).

         Western Tech has requested  that Jones Jensen  furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not Jones
Jensen agrees with the above  statements.  A copy of such letter will filed with
the Securities  and Exchange  Commission as an exhibit to Western Tech's Current
Report on Form 8-K.

         Western Tech engaged Grant Thornton LLP ("GT"),  as its new independent
accountants  as of  April 8,  1999.  Prior to such  date,  Western  Tech did not
consult with GT regarding (i) the application of accounting principles, (ii) the
type of audit  opinion  that might be rendered by GT, or (iii) any other  matter
that was the subject of a disagreement  between Western Tech and its auditor (as
defined in Item  304(a)(1)(iv)  of  Regulation  S-K) or a  reportable  event (as
described in Item 304(a) (1)(v) of Regulation S-K).


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT OF THE REGISTRANT.

         The names and ages of the directors  and executive  officers of Western
Tech are set forth below:

<TABLE>
<CAPTION>
NAME                          AGE          POSITION(S) WITH THE COMPANY
----                          ---          ----------------------------
<S>                           <C>          <C>
Zenith S. Merritt(1)          69           President and Director of Western Tech
Thomas M. Hockaday(1)         62           Secretary-Treasurer and Director of Western Tech
Jo Juliano-Smith(2)           55           Director of Western Tech
John D. Richardson(3)         40           Chairman of the Board, Chief Executive Officer and
                                           Chief Accounting Officer of Western Tech and Cimnet
David Birk(3)                 58           Director of Western Tech and Cimnet
Andrew Roosevelt(3)           36           Director and Secretary of Western Tech and Cimnet
Joseph Vinhais                31           President of Cimnet
Keith Frantz                  42           Vice President-Development of Cimnet
</TABLE>

(1)  Resigned on March 2, 1999.
(2)  Resigned on February 22, 1999.
(3)  Became a director of Western Tech on March 2, 1999.


                                      -17-
<PAGE>


BACKGROUND OF EXECUTIVE OFFICERS AND DIRECTORS

         Z.S.  MERRITT.  Mr. Merritt was the President and a director of Western
Tech from  December  15, 1994 until March 2, 1999.  For the last five years (and
previously),  Mr. Merritt has also provided independent consulting services as a
geologist and landman, as well as acting as the owner and real estate broker for
Meritt Realty in Casper, Wyoming.

         THOMAS M. HOCKADAY.  Mr.  Hockaday was Vice President and a director of
Western Tech from December 15, 1994 until March 2, 1999. For the last five years
(and previously),  Mr. Hockaday worked as a real estate sales representative and
investment advisor for Merit Realty in Casper, Wyoming.

         JO JULIANO  SMITH.  Ms. Smith was a director of Western Tech from April
1, 1997 through February 22, 1999. She has over fifteen years of experience as a
paralegal,  and in recent years  (including the last five years) has also worked
as a substance abuse counselor.

         JOHN D. RICHARDSON.  Mr. Richardson has been the Chairman of the Board,
Chief Executive Officer and Chief Accounting Officer of Western Tech since March
2, 1999.  Mr.  Richardson  was a computer  programmer at Rockwell  International
Corporation  from  1980 to  1982,  where he  programmed  machine  tools  for the
manufacture of printing presses. In 1982, he joined the cutting tool division of
Sandvik  Corporation during which time he served as a regional sales manager for
the company's  Pennsylvania  territory.  In 1984, he left Sandvik to form Cimnet
and has served as its Chief  Executive  Officer and  Chairman of the Board since
that time.

         DAVID BIRK. Mr. Birk has been a director of Western Tech since March 2,
1999  and a  director  of  Cimnet  since  January  1998.  Mr.  Birk is the  sole
stockholder  and President of ManSoft,  a software  distribution  company in the
southwestern  United States.  ManSoft is a significant  regional  distributor of
Cimnet's product.  From 1986 through 1994, Mr. Birk was a Regional Sales Manager
of  Intercim  (and its  predecessors),  a software  developer  of  manufacturing
execution systems.

         ANDREW  ROOSEVELT.  Mr.  Roosevelt  has been a director of Western Tech
since  March 2, 1999 and a director  of Cimnet  since June 1998.  Mr.  Roosevelt
formed Go Glo Co.,  Inc., a venture  capital firm, in 1990 and has served as its
President since that time. Go Glo Co., Inc. is a stockholder of Cimnet.

         JOSEPH  VINHAIS.  Mr.  Vinhais  joined  Cimnet in 1994 us a Statistical
Process Control Product Manager. He was then promoted to Regional Sales Manager,
Vice  President of Sales and has served as its President  since January 1, 1998.
Prior to his  employment  with  Cimnet,  Mr.  Vinhais  was  employed  as a staff
engineer by Textron Lycoming.

         KEITH  FRANTZ.  Mr.  Frantz joined Cimnet in 1989 and has served as its
Vice President of Development since 1992.  Previously,  he was a senior engineer
at Laser Communications, Inc.


                                      -18-
<PAGE>

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

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Western Tech's directors and executive  officers,  and persons who own more than
ten percent (10%) of a registered class of Western Tech's equity securities,  to
file with the Securities and Exchange  Commission  initial  reports of ownership
and reports of changes in ownership of common stock and other equity  securities
of Western Tech.  Officers,  directors and greater than ten percent shareholders
are  required  by SEC  regulation  to furnish  Western  Tech with  copies of all
Section 16(a) forms they file.

         Except as set forth below, to Western Tech's knowledge, based solely on
its review of the copies of such  reports  furnished  to Western Tech during the
year ended December 31, 1998, all Section 16(a) filing  requirements  applicable
to its officers and  directors  and greater than ten percent  beneficial  owners
were  satisfied.  The following table sets forth, as of the date of this report,
the name and  relationship  of each person who failed to file on a timely  basis
any reports required pursuant to Section 16 of the Exchange Act:

NAME                       POSITION                           REPORT TO BE FILED
----                       --------                           ------------------

Zenith S. Merritt          President, Director, >10% S/H      Form 3
Thomas M. Hockaday         Vice President and Director        Form 3
Jo Juliano Smith           Director                           Form 3

ITEM 10. EXECUTIVE COMPENSATION

         Western  Tech  has  not  had  a  bonus,  profit  sharing,  or  deferred
compensation  plan for the  benefit of its  employees,  officers  or  directors.
Western Tech has not paid any salaries or other  compensation  to its  officers,
directors or employees  for the years ended  December 31, 1996 and 1997 or 1998.
Further,  Western Tech has not entered into an employment  agreement with any of
its  officers,  directors  or any  other  persons  and no  such  agreements  are
anticipated in the immediate future.


                                      -19-
<PAGE>



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table sets forth  information  as of March 30, 1999 the
beneficial  ownership of the shares of Western  Tech's  Common Stock by (i) each
person  known by Western Tech to  beneficially  own five percent (5%) or more of
the outstanding  shares;  (ii) Western Tech's officers and directors;  and (iii)
Western Tech's officers and directors as a group.

<TABLE>
<CAPTION>
     NAME AND ADDRESS OF                SHARES OF COMMON STOCK           PERCENTAGE OF CLASS
     BENEFICIAL OWNER(1)                BENEFICIALLY OWNED(2)            BENEFICIALLY OWNED(3)
     -------------------                ---------------------            ---------------------
<S>                                            <C>                                <C> 
Zenith S. Merritt(4)                           251,400                            4.9%
801 East "A" Street
Casper, Wyoming 82601
Thomas Hockaday(5)                             500(7)                              *
1560 Nottingham
Casper, Wyoming 82609

Jo Juliano-Smith(6)                            -------                             *
801 East "A" Street
Casper, Wyoming 82601

John D. Richardson(7)                          3,645,000(8)                      70.8%

David Birk(9)                                  -------                             *

Andrew Roosevelt(10)                           50,000(11)                          *

Joseph Vinhais(12)                             116,667(13)                        2.3%

Keith Frantz(14)                               32,000(15)                          *

All Officers and Directors
  as a Group (3 persons)                       4,095,567                         79.5%
</TABLE>


*    represents  less  than 1% of the total  number  of shares of the  Company's
     Common Stock outstanding
1.   Unless  noted  otherwise,  the  address  for  such  person  is c/o  Western
     Technology & Research, Inc., 946 West Penn Avenue, Robesonia, PA 19551
2.   Unless noted otherwise, all shares indicated as beneficially owned are held
     of record by and the right to vote and  transfer  such shares lies with the
     person  indicated.  A person  is  deemed  to be a  beneficial  owner of any
     securities  of  which  that  person  has the  right to  acquire  beneficial
     ownership within sixty (60) days.
3.   Calculated based upon 5,150,000 shares of common stock outstanding.
4.   Mr.  Merritt was the  President and a director of Western Tech prior to the
     consummation of the Merger.
5.   Mr.  Hockaday  was the  Secretary-Treasurer  and a director of Western Tech
     prior to the consummation of the Merger.
6.   Ms. Smith was a director of Western Tech until February 22, 1999.
7.   Mr. Richardson has been the Chairman of the Board,  Chief Executive Officer
     and Chief Accounting  Officer of Western Tech since the consummation of the
     Merger.
8.   Mr.  Richardson  disclaims  beneficial  ownership of an aggregate of 55,000
     shares of Common Stock beneficially owned by children and his parents.


                                      -20-
<PAGE>

9.   Mr. Birk has been a director of Western Tech since the  consummation of the
     Merger.
10.  Mr. Roosevelt has been a director of Western Tech since the consummation of
     the Merger.
11.  Includes  (i) 20,000  shares of Common Stock and (ii) 30,000 Class A Common
     Stock Purchase Warrants, each held by Go Glo Co., Inc., a company owned and
     controlled by Mr. Roosevelt.
12.  Mr.  Vinhais is the President of Cimnet with his primary job function being
     the growth of the Folders software division .
13.  Includes (i) 16,667 shares of Common Stock  issuable upon the exercise of a
     stock  option  prior to  January 1, 2000 at an  exercise  price of $.05 per
     share and (ii) 100,000 shares of Common Stock issuable upon the exercise of
     a stock option  prior to January 1, 2002 at an exercise  price of $1.25 per
     share.
14.  Mr. Frantz is the Vice President-Development of Cimnet.
15.  Includes  12,000  shares of Common  Stock  issuable  upon the exercise of a
     stock option prior to May 21, 1999 at an exercise price of $2.50 per share.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         To  the  best  of   Management's   knowledge  there  were  no  material
transactions,  or series of  similar  transactions,  or any  currently  proposed
transactions,  or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved  exceeds  $60,000,  and in which any
director or executive  officer,  or any security  holder who is known by Western
Tech to own of record  or  beneficially  more  than 5% of any  class of  Western
Tech's  common  stock,  or any  member  of the  immediate  family  of any of the
foregoing persons, has an interest.  H.D. Williams has advanced funds to pay for
attorneys  fees and  accounting  fees for the  preparation  of filings  with the
Securities and Exchange Commission.  In addition,  the Company has agreed to pay
Williams  Investment  Co. a consulting  fee of $25,000 for services  rendered in
connection with the Merger.

         The  Company's  principal  facility is a 6,500 square foot  building in
Robesonia, Pennsylvania. In addition, the Company has recently moved its some of
its new product  development  group to a 1,000 square foot space adjacent to the
principal  facility.  The  Company  believes  that its  current  facilities  are
adequate to meet the Company's current business requirements,  and that suitable
additional  space will be  available  as needed.  The  building is owned by John
Richardson, Western Tech's Chief Executive Officer and Chairman of the Board and
the lease is on a year to year basis.  The  monthly  rent paid by the Company to
Mr. Richardson is $7,500 month which the Company considers to be no greater than
market rate for comparable space.

         On December 9, 1997,  the Company  issued  500,000 shares of its common
stock to two individuals for consulting and advisory  services  rendered through
that date and $15,000 cash ($0.03 per share).  The  difference  between the fair
value of the  common  stock,  $1.15 as  determined  by  management  based on the
private  placement  memorandum,  and  the  cash  consideration  was  charged  to
operations in 1997.

                                      -21-
<PAGE>


                                     PART IV

ITEM 13. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) Exhibits.

Exhibits

3.01*       Articles of Incorporation of the Company.

3.02*       By-Laws of the Company.

4.01*       Specimen Certificate for shares of Common Stock.

4.02        Class A Common Stock Purchase Warrant

10.01**     Agreement and Plan of Merger dates as of December 30, 1998 among the
            Company, Cimnet, Inc. and Cimnet Acquisition Corp.

21.01       Subsidiaries of Registrant


-----------------
*   Incorporated by reference from the Company's  registration statement on Form
    10-SB filed with the Commission, SEC File No. 022597.

**  Previously  filed  with  and  incorporated  hereby  with  reference  to  the
    Company's Form 8-K filed with the Commission on January 27, 1999.

(b) Reports on Form 8-K

                  None.





                                      -22-
<PAGE>



                       FINANCIAL STATEMENTS AND REPORT OF
                    INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

              WESTERN TECHNOLOGY AND RESEARCH, INC. AND SUBSIDIARY

                           DECEMBER 31, 1998 AND 1997










<PAGE>


                                 C O N T E N T S



                                                                     PAGE
                                                                     ----

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS                   F-1


FINANCIAL STATEMENTS

      CONSOLIDATED BALANCE SHEETS                                    F-2

      CONSOLIDATED STATEMENTS OF OPERATIONS                          F-3

      CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)    F-4

      CONSOLIDATED STATEMENTS OF CASH FLOWS                          F-5

      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                     F-6




<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Western Technology and Research, Inc.


         We have audited the accompanying consolidated balance sheets of Western
Technology  and Research,  Inc. and Subsidiary as of December 31, 1998 and 1997,
and the related  consolidated  statements of  operations,  stockholders'  equity
(deficiency),  and  cash  flows  for  the  years  then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material respects, the consolidated financial position of Western
Technology  and Research,  Inc. and Subsidiary as of December 31, 1998 and 1997,
and the consolidated  results of its operations and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.


/s/ GRANT THORNTON LLP
----------------------
    Grant Thornton LLP

Philadelphia, Pennsylvania
January 18, 1999, (except for
    note B, as to which the date
    is March 2, 1999)




                                      F-1
<PAGE>



              Western Technology and Research, Inc. and Subsidiary

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,



<TABLE>
<CAPTION>
                                                                       1998            1997
                                                                    -----------    -----------
<S>                                                                <C>             <C>
                ASSETS

CURRENT ASSETS
    Cash                                                            $    31,505    $    26,660
    Accounts receivable, net of allowance of $32,915 and
       $37,185 at December 31, 1998 and 1997, respectively              599,497        334,668
    Inventories                                                          88,505         51,139
    Prepaid expenses                                                     93,066         78,842
    Deferred tax asset                                                   23,000             --
                                                                    -----------    -----------

                Total current assets                                    835,573        491,309

PROPERTY AND EQUIPMENT, NET                                             275,688        243,185
                                                                    -----------    -----------

                                                                    $ 1,111,261    $   734,494
                                                                    ===========    ===========

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)

CURRENT LIABILITIES
    Line of credit                                                  $   298,992    $   227,090
    Current portion of long-term debt                                   100,211         75,125
    Accounts payable                                                    110,698         54,210
    Accrued expenses                                                     54,086         43,969
    Deferred income                                                     496,658        455,865
                                                                    -----------    -----------

Total current liabilities                                             1,060,645        856,259

LONG-TERM DEBT, net of current portion                                   47,538         87,733

STOCKHOLDERS' EQUITY (DEFICIENCY)
    Preferred stock, par value $.0001 per shares; 5,000,000
       shares authorized (no shares issued and outstanding)                  --             --
    Common stock, 50,000,00 shares authorized at no par value,
       5,150,000 shares issued and outstanding                        1,036,050             --
    Common stock, par value, $.0001 per share; authorized,
       15,000,000 shares, and 4,230,000 shares issued and
       outstanding                                                           --            423
    Additional paid-in capital                                               --        763,301
    Accumulated deficit                                                (692,574)      (665,524)
                                                                    -----------    -----------
                                                                        343,476         98,200
    Less
       Cost of treasury stock, 30,000 shares in 1997                         --          7,772
       Deferred compensation                                             36,667             --
       Shareholder receivable                                           303,731        299,926
                                                                    -----------    -----------

                                                                          3,078       (209,498)
                                                                    -----------    -----------

                                                                    $ 1,111,261    $   734,494
                                                                    ===========    ===========
</TABLE>


                                      F-2
<PAGE>


              Western Technology and Research, Inc. and Subsidiary

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                             Year ended December 31,



<TABLE>
<CAPTION>
                                                            1998           1997
                                                        -----------    -----------
<S>                                                     <C>            <C>        
Net sales                                               $ 3,191,725    $ 2,908,625
Cost of goods sold                                          529,705        561,559
                                                        -----------    -----------

                Gross profit                              2,662,020      2,347,066
                                                        -----------    -----------

Operating expenses
    Selling, general and administrative                   1,680,939      1,278,860
    Research and development                                981,065        965,856
    Noncash consulting fees                                      --        560,000
                                                        -----------    -----------
                                                          2,662,004      2,804,716
                                                        -----------    -----------

                Operating income (loss)                          16       (457,650)

Loss on disposal                                              2,133             --

Nonoperating interest expense                                47,933         52,498
                                                        -----------    -----------

                Loss before income tax benefit              (50,050)      (510,148)

Income tax benefit                                           23,000             -- 
                                                        -----------    -----------

                NET LOSS                                $   (27,050)   $  (510,148)
                                                        ===========    ===========

Loss per common share - basic and diluted               $     (0.01)   $     (0.12)
                                                        ===========    ===========

Weighted average shares outstanding basic and diluted     4,906,849      4,231,507
                                                        ===========    ===========
</TABLE>





                                      F-3
<PAGE>



              Western Technology and Research, Inc. and Subsidiary

           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)

                     Years ended December 31, 1998 and 1997



<TABLE>
<CAPTION>
                                              Common Stock          Additional
                                      ----------------------------    Paid-in    Accumulated   Treasury      Deferred    Shareholder
                                          Shares          Amount      Capital      Deficit       Stock     Compensation  Receivable
                                      --------------    ----------  -----------  -----------  -----------  ------------  ----------
<S>                                      <C>           <C>          <C>          <C>          <C>
Balance at January 1, 1997                   70,000    $    70,000  $   118,724  $  (155,376) $    (7,222) $        --   $ (280,440)
                                                                   
Recapitalization                          3,660,000        (69,627)      69,627           --           --           --           --
Issuance of capital stock in                                       
    exchange for consulting                                        
    services and cash                       500,000             50      574,950           --           --           --           --
Net loss                                         --             --           --     (510,148)          --           --           --
Stockholder distribution                         --             --           --           --           --           --   $  (19,486)
                                        -----------    -----------  -----------  -----------  -----------  -----------   ----------
                                                                   
Balance at December 31, 1997              4,230,000            423      763,301     (665,524)      (7,222)          --   $ (299,926)
                                                                   
Excess of fair value of stock over                                 
    exercise price of options granted            --             --       55,000           --           --      (55,000)          --
Issuance of common stock                    200,000             20      249,980           --           --           --           --
Offering costs                                   --             --      (24,902)          --           --           --
Retirement of treasury stock                (30,000)            (3)      (7,219)          --        7,222           --           --
Reclassification of .0001 par                                      
    common stock                         (4,400,000)          (440)          --           --           --           --           --
Issuance of no par common                                          
    stock                                 5,150,000      1,036,050   (1,036,160)          --           --           --           --
Compensation expense                             --             --           --           --           --       18,333           --
Stockholder distribution                         --             --           --           --           --           --   $   (3,805)
Net loss                                         --             --           --      (27,050)          --           --           --
                                        -----------    -----------  -----------  -----------  -----------  -----------   ----------
                                                                   
Balance at December 31, 1998              5,150,000    $ 1,036,050  $        --  $  (692,574) $        --  $   (36,667)  $ (303,731)
                                        ===========    ===========  ===========  ===========  ===========  ===========   ==========
</TABLE>



                                                         F-4
<PAGE>


              Western Technology and Research, Inc. and Subsidiary

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                             Year ended December 31,

<TABLE>
<CAPTION>
                                                                        1998         1997
                                                                      ---------    ---------
<S>                                                                   <C>          <C>
Cash flows from operating activities
    Net loss                                                          $ (27,050)   $(510,148)
    Adjustments to reconcile net loss to net cash (used in)
           provided by operating activities
       Depreciation and amortization                                     80,561       61,566
       Loss on disposal of equipment                                      2,133           --
       Noncash consulting fees                                               --      560,000
       Allowance for future returns                                      (4,270)      37,185
       Issuance of employee stock options                                18,333           --
       (Increase) decrease in assets
           Accounts receivable                                         (260,559)      30,344
           Inventories                                                  (37,366)      34,720
           Deferred tax asset                                           (23,000)          --
           Prepaid expenses                                             (14,224)      (4,464)
       Increase (decrease) in liabilities
           Accounts payable                                              56,488     (102,433)
           Accrued expenses                                              10,117       (3,358)
           Deferred income                                               40,793      115,510
                                                                      ---------    ---------
                Net cash (used in) provided by operating activities    (158,044)     218,922
                                                                      ---------    ---------
Cash flows from investing activities
    Purchase of property and equipment                                  (77,307)     (36,894)
                                                                      ---------    ---------
                Net cash used in investing activities                   (77,307)     (36,894)
                                                                      ---------    ---------
Cash flows from financing activities
    Net (payments on) proceeds from line of credit                       71,902     (145,500)
    Proceeds from long-term borrowings                                   30,000           --
    Principal payments on long-term borrowings                          (82,999)     (70,695)
    Proceeds from issuance of common stock, net                         225,098       15,000
    Net advances to shareholder                                          (3,805)     (19,486)
                                                                      ---------    ---------
                Net cash provided by (used in) financing activities     240,196     (220,681)
                                                                      ---------    ---------
                NET INCREASE (DECREASE) IN CASH                           4,845      (38,653)
Cash at beginning of year                                                26,660       65,313
                                                                      ---------    ---------
Cash at end of year                                                   $  31,505    $  26,660
                                                                      =========    =========
Supplemental disclosures of cash flow information
    Cash paid during the year for
       Interest                                                       $  48,235    $  53,520
                                                                      =========    =========
    Noncash transactions
       Acquisition of property and equipment via capital lease        $  37,890    $  32,268
                                                                      =========    =========

       Issuance of employee stock options                             $  55,000    $      --
                                                                      =========    =========
</TABLE>



                                             F-5
<PAGE>



              Western Technology and Research, Inc. and Subsidiary

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1998 and 1997



NOTE A - NATURE OF BUSINESS

    Western Technology and Research , Inc. (Western Technology), organized under
    the laws of the state of Wyoming,  conducts its business  through its wholly
    owned subsidiary, Cimnet, Inc. (Cimnet or the Company).

    Cimnet is in the  business of the  development,  sale,  and  maintenance  of
    computer integrated  manufacturing  software. The Company also is engaged in
    the resale of hardware  that is  incidental to the operation of its software
    products.  The Company's software is a manufacturing  execution system which
    enables  factories to monitor work flows and  manufacturing  processes.  The
    Company's office is located in Robesonia,  Pennsylvania, and the Company has
    sales  throughout  the  United  States.  Credit is granted on terms that the
    Company establishes for individual customers. On December 31, 1997, J. N. L.
    Industries,  Inc., a Pennsylvania corporation,  merged with and into Cimnet,
    Inc., a newly formed  Delaware  corporation  with no  operations,  assets or
    liabilities.

NOTE B - BASIS OF PRESENTATION

    On March 2, 1999,  Western  Technology a  non-operating  public company with
    750,000 common shares  outstanding and immaterial net assets,  acquired 100%
    of the outstanding common stock of Cimnet (the Acquisition). The Acquisition
    resulted in the owners and management of Cimnet having  effective  operating
    control of the  combined  entity  after the  Acquisition,  with the existing
    Western Technology investors continuing as only passive investors.

    Under  generally  accepted   accounting   principles,   the  Acquisition  is
    considered to be a capital transaction in substance,  rather than a business
    combination. That is, the Acquisition is equivalent to the issuance of stock
    by Cimnet for the net monetary assets of Western Technology,  accompanied by
    a  recapitalization,  and is accounted for as a change in capital structure.
    Accordingly,  the  accounting  for  the  Acquisition  is  identical  to that
    resulting from a reverse acquisition,  except that no goodwill intangible is
    recorded.  Under reverse takeover accounting,  the post  reverse-acquisition
    comparative historical financial statements of the "legal acquirer" (Western
    Technology), are those of the "legal acquiree" (Cimnet) (I.E. the accounting
    acquirer).  The  Securities  and Exchange  Commission  requires that capital
    transaction  consummated  after  year end but prior to the  issuance  of the
    consolidated  financial  statements should be given retroactive effect as if
    the transaction had occurred on December 31, 1998.

    Accordingly,  the consolidated financial statements of Western Technology as
    of  December  31,  1998,  and 1997 and for the  years  then  ended,  are the
    historical  financial statements of Cimnet for the same periods adjusted for
    the  exchange of the common  stock as defined in the  Agreement  and Plan of
    Merger (the Agreement) executed at consummation of the Acquisition.


                                      F-6
<PAGE>


              Western Technology and Research, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1998 and 1997



NOTE B - BASIS OF PRESENTATION - Continued

    Under the terms of the agreement, each outstanding common share, $0.0001 par
    value, of Cimnet was converted into one common share of Western Technology's
    common stock, no par value. The additional  paid-in capital account has been
    combined  with common  stock as  presented  in the  statement  of changes in
    shareholders'  equity.  The  common  stock  exchanged,  in  addition  to the
    existing Western Technology shares outstanding, collectively resulted in the
    recapitalization  of the  Company.  Earnings  per share  (EPS)  calculations
    include the Company's change in capital structure for all periods presented.

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    1.  REVENUE RECOGNITION

    The Company generates revenue principally from the following sources.

          SOFTWARE AND HARDWARE

          Revenues are recorded when  software or hardware  products are shipped
          and  are  recorded  net of  allowance  for  estimated  returns,  price
          concessions, and other discounts.

          MAINTENANCE AGREEMENTS

          Maintenance  agreements  generally  require  the  Company  to  provide
          technical  support and certain software updates to customers.  Revenue
          on technical support and software update rights is recognized  ratably
          over the term of the maintenance agreement.

          The Company has adopted the  provisions  of the American  Institute of
          Certified  Public  Accountants  (AICPA)  Statement  of Position  97-2,
          SOFTWARE  REVENUE  RECOGNITION.  The  adoption did not have a material
          effect on the Company's financial statements.

    2.  INVENTORIES

    Inventories,  which consist entirely of hardware  purchased for resale,  are
    stated at the lower of average cost (first-in, first-out method) or market.

    3.  PROPERTY AND EQUIPMENT

    Property  and  equipment  are stated at cost.  Depreciation  on equipment is
    computed by the declining-balance method over the following estimated useful
    lives:

        Furniture and fixtures                                  5 to 10 years
        Transportation equipment                                3 to  5 years
        Leasehold improvements                                  7 to 40 years


                                      F-7
<PAGE>

              Western Technology and Research, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1998 and 1997



NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    Improvements to leased property are amortized over the lesser of the life of
    the lease or the lives of the improvements. Software is amortized over three
    years under the straight-line method.

    Expenditures   for   betterments  and  additions  are   capitalized,   while
    maintenance  and  repairs  are  charged  to  expense  when  incurred.   When
    depreciable property is retired or otherwise disposed of, the related assets
    and accumulated depreciation are removed from the accounts and any resultant
    gain or loss is reflected in earnings.

    4.  INCOME TAXES

    Effective  December  31,  1997,  the Company  terminated  its S  corporation
    election and became a C corporation. In connection with the Company's change
    in tax status,  the Company recorded a deferred asset of $23,000 in 1998. As
    a C  corporation,  the  computation  of deferred taxes is based on federal C
    corporation  tax rates,  which are not applicable to S  corporations,  and C
    corporation  state  tax  rates,  which  are  significantly   larger  than  S
    corporation  state tax rates.  In  accordance  with  Statement  of Financial
    Accounting Standards (SFAS) No. 109, the gain resulting from the increase in
    the  deferred  tax asset is included  as a credit to tax expense  during the
    period ended December 31, 1998.

    As of January 1, 1998,  the Company  accounts for its income taxes under the
    liability  method  specified by SFAS No. 109,  ACCOUNTING  FOR INCOME TAXES.
    Deferred tax assets and liabilities  are determined  based on the difference
    between the financial  statement and tax bases of assets and  liabilities as
    measured  by the  enacted  tax  rates  which  will be in effect  when  these
    differences  reverse.  Deferred  tax  expense  is the  result of  changes in
    deferred  tax assets  and  liabilities.  The  Company  files a  consolidated
    federal  income tax return,  and the amount of income tax expense or benefit
    is computed and allocated on a separate return basis.

    Prior to January 1, 1998, the Company, with the consent of its stockholders,
    was taxed as a "S" corporation,  with the stockholders separately accounting
    for their pro rata  shares of the  Company's  items of  income,  deductions,
    losses, and credits.

    5.  LOSS PER COMMON SHARE

    The Company reports  earnings per share in accordance with the provisions of
    SFAS No. 128,  EARNINGS  PER SHARE.  SFAS No. 128 requires  presentation  of
    basic and diluted  earnings per share in conjunction  with the disclosure of
    the  methodology  used in computing such earnings per share.  Basic earnings
    per share excludes  dilution and is computed by dividing income available to
    common shareholders by the weighted average common shares outstanding during
    the period.  Diluted  earnings  per share takes into  account the  potential
    dilution that could occur if  securities or other  contracts to issue common
    stock were exercised and converted into common stock.

    Options to purchase  50,000  shares of common stock for $0.05 per share were
    outstanding  during  1998.  They were not  included  in the  computation  of
    diluted  earnings per share  because the option  exercise  price was greater
    than the average market price. Warrants to purchase 300,000 shares of common
    stock for $2.50 per share were  outstanding  during 1998 and 1997. They were
    not included in the  computation  of diluted  earnings per share because the
    option exercise price was greater than the average market price.


                                      F-8
<PAGE>


              Western Technology and Research, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1998 and 1997



NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    6.  STOCK OPTIONS

    The Company  accounts  for its stock  option plans under APB Opinion No. 25,
    ACCOUNTING  FOR STOCK  ISSUED TO  EMPLOYEES.  Accordingly,  no  compensation
    expense has been  recognized  for stock  options  issued to  employees.  The
    Financial  Accounting  Standards  Board issued SFAS No. 123,  ACCOUNTING FOR
    STOCK-BASED  COMPENSATION,  which  contains  a fair  value-based  method for
    valuing  stock-based  compensation  that  entities may use,  which  measures
    compensation  cost at the grant  date  based on the fair value of the award.
    Alternatively,  SFAS No. 123 permits  entities to  continue  accounting  for
    employee  stock  options and similar  equity  instruments  under  Accounting
    Principles Board (APB) Opinion 25, ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES.
    Entities that continue to account for stock options using APB Opinion 25 are
    required to make pro forma disclosures of net income and earnings per share,
    as if the fair value-based  method of accounting defined in SFAS No. 123 had
    been  applied.   Pro  forma   information   is  not  presented  due  to  the
    immateriality of total pro forma compensation expense.

    7.  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 and
    disclosure of contingent assets and liabilities at the date of the financial
    statements  and the reported  amounts of revenues  and  expenses  during the
    reporting period. Actual results could differ from those estimates.

    8.  SOFTWARE DEVELOPMENT COSTS

    Under the  criteria  set forth in SFAS No. 86,  ACCOUNTING  FOR THE COSTS OF
    COMPUTER SOFTWARE TO BE SOLD, LEASED OR OTHERWISE  MARKETED,  capitalization
    of software development costs begins upon the establishment of technological
    feasibility of the product.  The establishment of technological  feasibility
    and the ongoing  assessment  of the  recoverability  of these costs  require
    considerable  judgment  by  management  with  respect  to  certain  external
    factors,  including  but not limited to,  anticipated  future gross  product
    revenue,  estimated  economic  product  lives,  and changes in software  and
    hardware  technology.  Amounts that would have been  capitalized  under this
    statement  after  consideration  of the above factors were  immaterial  and,
    therefore,  no  software  development  costs  have been  capitalized  by the
    Company.

    Costs  incurred  internally to develop  computer  software  products and the
    costs to acquire  externally  developed  software  products  (which  have no
    alternative  future  use) to be sold,  leased,  or  otherwise  marketed  are
    charged to expense  as  research  and  development  until the  technological
    feasibility  of the  product  has been  established.  Costs  incurred  after
    technological  feasibility has been  established  for software  development,
    maintenance,  and product enhancements and acquisition costs are included in
    cost of goods sold.


                                      F-9

<PAGE>



              Western Technology and Research, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1998 and 1997



NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

    9.  ADVERTISING COSTS

    The Company  expenses  the cost of  advertising  the first time  advertising
    takes place, except for prepaid  advertising.  Prepaid advertising  consists
    principally of the costs of developing advertising materials including sales
    literature  and  catalogs.  These costs are expensed on a monthly basis over
    the estimated useful life of the materials,  generally over 12 to 24 months.
    At December  31, 1998 and 1997,  $32,502 and $24,038 of  advertising  costs,
    respectively, were included in prepaid expenses. Advertising expense for the
    years  ended   December  31,  1998  and  1997,  was  $136,268  and  $84,428,
    respectively

    10.  SEGMENT REPORTING

    In 1998, the Company adopted SFAS No. 131,  "Disclosure About Segments of an
    Enterprise and Related  Information." This statement redefines how operating
    segments are  determined and requires  disclosures of certain  financial and
    descriptive  information  about  the  Company's  operating  segments.  Under
    current conditions, the Company is reporting one segment.

    11.  RECLASSIFICATIONS

    Certain reclassifications have been made to the 1997 financial statements to
conform to the 1998 presentation.

NOTE D - PROPERTY AND EQUIPMENT

    Property and equipment consist of the following at December 31:

                                                   1998       1997
                                                 --------   --------
Furniture, fixtures and equipment                $419,348   $328,035
Leasehold improvements                            171,858    169,926
Computer software                                  15,545         --
                                                 --------   --------
                                                  606,751    497,961
Less accumulated depreciation and amortization    331,063    254,776
                                                 --------   --------

                                                 $275,688   $243,185
                                                 ========   ========

Depreciation  and  amortization  amounted  to $80,561  and $61,566 for the years
ended December 31, 1998 and 1997, respectively.

NOTE E - DEFERRED TAXES

         The Company has recorded a deferred tax asset of $23,000 reflecting the
benefit of approximately $70,000 in loss carryforwards. Realization is dependent
on  generating  sufficient  taxable  income  prior  to  expiration  of the  loss
carryforwards.  Although  realization is not assured,  management believes it is
more  likely  than not that all of the  deferred  tax asset will be  realized in
subsequent periods. No current income tax provision was made due to an estimated
taxable loss.Western Technology and Research, Inc. and Subsidiary.


                                      F-10
<PAGE>


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1998 and 1997



NOTE F - LINE OF CREDIT

    The Company has a $600,000  line of credit with a bank.  Interest is payable
    monthly at the bank's prime interest rate plus .75%. The amount  outstanding
    at December 31, 1998 and 1997, was $298,992 and $227,090,  respectively. The
    line of credit expires April 30, 1999. The line of credit is  collateralized
    by a first lien  security  interest in all  business  assets,  a second lien
    mortgage on real  estate  owned by the  shareholders,  an  unlimited  surety
    agreement with the  shareholders,  and assignment of a life insurance policy
    on the principal shareholder in the amount of $500,000.

NOTE G - LONG-TERM DEBT

    Long-term debt consisted of the following at December 31:

<TABLE>
<CAPTION>
                                                                                              1998            1997
                                                                                            ---------      ---------
<S>                                                                                         <C>            <C>
    Note payable to bank in monthly  payments  of $5,000  plus  interest  at the
       bank's  prime  interest  rate  plus 1% per  annum  to  January  1,  2000;
       collateralized along with the line of credit as described in Note D                  $  65,000      $ 125,000

    Note payable to bank in 36 monthly payments of $945,  including  interest at
       8.25%  per annum to April  2001;  collateralized  along  with the line of
       credit as described in Note D                                                           23,943             --

    Capital lease  obligations for various  equipment;  interest rate imputed at
       rates ranging from 12% to 26%;  payable in monthly  installments  ranging
       from $65 to $872 through  November 1999 to July 2001;  collateralized  by
       the equipment under capital lease                                                       58,806         37,858
                                                                                            ---------      ---------
                                                                                              147,749        162,858
    Less current portion                                                                      100,211         75,125
                                                                                            ---------      ---------

                                                                                            $  47,538      $  87,733
                                                                                            =========      =========
</TABLE>

Aggregate  maturities  required on long-term  debt at December 31, 1998,  are as
follows:

       1999                                                          $ 108,605
       2000                                                             39,773
       2001                                                              9,752
                                                                     ---------
                                                                       158,130
       Less amount representing interest on capital leases              10,381
                                                                     ---------

                                                                     $ 147,749
                                                                     =========

Interest expense for the years ended December 31, 1998 and 1997, was $47,933 and
$52,498, respectively.


                                      F-11
<PAGE>



              Western Technology and Research, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1998 and 1997



NOTE H - RELATED PARTY TRANSACTIONS

    The  Company  is  affiliated  with High  Printing  and  Graphics,  Inc.  The
    Company's  shareholder  owns a 50% interest in High  Printing and  Graphics,
    Inc.  During  the  years  ended  December  31,  1998 and 1997,  the  Company
    conducted  transactions  with the related party which were immaterial,  both
    individually and in the aggregate.

    The Company rents space from the Company's  shareholders on a month-to-month
    basis.  Rent  expense  for 1998 and 1997  relating to this  arrangement  was
    $90,000 and $90,000,  respectively.  The Company formalized this arrangement
    pursuant to a lease signed in early 1998. Under this agreement,  the monthly
    rental payment is $7,500.

    The total rental expense, which includes various operating leases which have
    immaterial  future  minimum  rental  commitments,  included  in  the  income
    statements  for the years ended December 31, 1998 and 1997, was $117,019 and
    $123,270, respectively.

    A director  of the  Company  and  persons  associated  with him were  issued
    500,000 shares of its common stock in 1997 (see note J).

NOTE I - EMPLOYEE DEFERRED SALARY PLAN

    The  Company has an  employee  savings  plan  subject to the  provisions  of
    Section  401(k) of the Internal  Revenue Code.  Under the terms of the plan,
    the Company will match 25% of the  participant's  contribution,  up to 6% of
    the participant's compensation.  The total Company contributions included in
    the income  statements for the years ended December 31, 1998 and 1997,  were
    $16,782 and $13,535, respectively.

NOTE J - STOCKHOLDERS' EQUITY

    In January 1998, the Company issued a private placement  memorandum  raising
    $250,000  by the  issuance  of  100,000  units at $2.50 per unit.  Each unit
    consisted  of two shares of common  stock and three  common  stock  purchase
    warrants.  No  subscriptions  have been accepted to date in connection  with
    this  offering.  The warrants have an exercise price of $2.50 and expire one
    year from the closing date of the offering.  As of December 31, 1998,  there
    are 300,000 warrants outstanding.

    In January  1998,  the Company  decided to grant one of its officers  50,000
    options to purchase the Company's  stock at $0.05 per share.  The difference
    between the fair  market  value of the stock and the stock  option  price of
    $55,000  will  be  recorded   over  the  vesting   period  of  the  options.
    Compensation expense charged to operation during 1998 was $18,333.


                                      F-12
<PAGE>



              Western Technology and Research, Inc. and Subsidiary

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1998 and 1997



NOTE J - STOCKHOLDERS' EQUITY - Continued

    On December 9, 1997, the Board of Directors and  shareholders  voted to: (a)
    change the par value of the common stock from $1.00 to $.0001 par value,  to
    increase  the  authorized  common stock from  500,000  shares to  15,000,000
    shares,  (b) declare a stock split resulting in the issuance of 93.25 shares
    for each share  outstanding  at the time,  (c) authorize  500,000  shares of
    preferred  stock at a par value of $.0001,  and (d) issue 500,000  shares of
    common stock for $15,000 and services rendered.

    On December 9, 1997,  the Company  issued 500,000 shares of its common stock
    to two individuals  for consulting and advisory  services  rendered  through
    that date and $15,000  cash ($0.03 per share).  The  difference  between the
    fair value of the common stock,  $1.15 as determined by management  based on
    the private placement memorandum,  and the cash consideration was charged to
    operations in 1997.

NOTE K - CONCENTRATION RISK

    The Company currently purchases a significant portion, in the amount of 36%,
    of its inventory from one supplier. Management believes that other suppliers
    could provide inventory on comparable terms. A change in suppliers, however,
    could cause delays adversely affecting operating results.


                                      F-13
<PAGE>



                                    SIGNATURE

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

Dated:  Robesonia, Pennsylvania
        April 14, 1999

                            WESTERN TECHNOLOGY & RESEARCH, INC.


                            By:/s/ JOHN D. RICHARDSON
                               ----------------------------------------------
                               John D. Richardson
                               Chairman of the Board, Chief Executive Officer
                               and Chief Accounting 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
registrant in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                  Title                                 Date
---------                                  -----                                 ----
<S>                                <C>                                           <C>
/s/ JOHN D. RICHARDSON
----------------------------       Chairman of the Board, Chief Executive
John D. Richardson                 Officer and Chief Accounting Officer          April 14, 1999


/s/ DAVIE BIRK
----------------------------       Director                                      April 14, 1999
Davie Birk

/s/ ANDREW ROOSEVELT
----------------------------       Director                                      April 14, 1999
Andrew Roosevelt
</TABLE>