W W CAPITAL CORP - 10-K Annual Report

Back to GetFilings.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the Fiscal year ended June 30, 1999 or
-------------

___ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the Transition period from ____________ to ____________

Commission File No.: 0-17757

W W CAPITAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Nevada 93-0967457
------ ----------
(State or other jurisdiction of (IRS Employer
incorporation of organization) Identification No.)

3500 JFK Parkway, Suite 202
Ft. Collins, Colorado 80525
- --------------------------------------------------------------------------------
(Address of principal (Zip Code)
executive office)

Registrant's telephone number, including area code: (970) 207-1100
--------------

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

Name of exchange or
Title of each class which registered
------------------- ----------------
Common stock, $.01 par value None

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

Common Stock $.01 par Value
---------------------------
(Title of Class)
(Continued on next page)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
-------- --------

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in PART III of this Form 10-K or any amendment to this
Form 10-K.

Yes X No
-------- --------

The aggregate market value of the voting stock held by non-affiliates of the
Company on October 15, 1999 (2,448,479 shares of common stock) was $154,245
based on the average of the bid and asked prices ($0.063 per share) as quoted on
the over the counter market.

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

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

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

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

2

W W CAPITAL CORPORATION
FORM 10-K

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

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

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

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

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

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

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

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

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

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

3

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

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

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

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

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

4

(b) Financial Information About Industry Segments
---------------------------------------------

The business of the Company is carried on within two segments by three operating
units, each with its own organization. The management of each operating
subsidiary unit has responsibility for product development, manufacturing,
marketing and for achieving a return on investment in accordance with the
standards and budgets established by W W Capital. Overall supervision,
coordination and financial control are maintained by the executive staff from
the corporate headquarters located at 3500 JFK Parkway, Suite 202, Ft. Collins,
Colorado. As of June 30, 1999, the Company and its segments had approximately
170 employees. The reader is referred to Item 7, Management's Discussion, and
Analysis of Financial Condition and Results of Operations and notes to the
Company's Financial Statements for certain financial information regarding these
segments.

(c) Narrative Description of Business
---------------------------------

The registrant conducts its business through its two business segments:
livestock handling equipment group, and the water and environmental products
group. A discussion of these segments follows.

LIVESTOCK HANDLING EQUIPMENT GROUP
----------------------------------

This division generated 55.6% of total corporate sales in 1999 compared to 57.7%
for fiscal 1998.

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

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

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

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

5

The Company will continue to generate sales by offering special assistance in
design and installation of product. This service has proven to be a valuable
asset in the sale of equipment to large fairs, expo centers, rodeos, and
universities.

Over the years, W-W Manufacturing products have become favored for durability
and ease of use by ranch hands who must work large volumes of cattle. W-W
Manufacturing's presence at rodeos underscores the Company's position in the
marketplace as a producer of equipment for the "working cowboy." W-W
Manufacturing has been responsible for many innovations in rodeo equipment and
has developed a well-respected line for that market. Since 1979, all of the
chutes and rodeo equipment for the Professional Rodeo Cowboys National Finals
Rodeo (NFR) have been supplied by W-W Manufacturing. The NFR is the largest
rodeo championship event in the world. In addition, W-W Manufacturing has
provided all the equipment for the International Rodeo Association Finals since
1978 and for many other top Rodeos across the country.

In the past, the Company has produced both heavy duty and portable horse stalls.
These products have been primarily used by commercial users and exposition
centers. Based on the success of the commercial horse stalls, the Company has
introduced stalls designed for the equine hobbyist and horse show enthusiast.
Aesthetics, ease of use and durability are considered by management to be the
main selling points of this kind of equipment. The new horse stalls have been
marketed through the distributor network already established by the Company.

Cost of distribution of products has and will continue to be a problem for the
customers and the Company. To help lower this cost the Company needs to continue
to find ways to fill trucks with a variety of products. With the reintroduction
of the feed equipment, and other horse related products, the Company believes
these products will help reduce its distribution cost and provides its customer
the opportunity to carry more items with less depth of inventory.

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

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

The manufacture of livestock handling equipment requires various sizes of steel,
tubing, and other related steel products. The products necessary for fabrication
of equipment are purchased from numerous steel companies, and the Company has
experienced no difficulties in obtaining adequate supplies. The divisions of
this segment are located as follows: W-W Manufacturing, the largest by sales
volume of the three divisions, is located at 2400 East Trail Street, Dodge City,
Kansas. Eagle Enterprises, is located at 175 Windle Community Road, Livingston,
Tennessee. The Hydraulic Chute division is located at 401 Loomis Rd.,
Weatherford, Oklahoma.

Competition
- -----------

The Company encounters competition in varying degrees in both cattle handling
and equine product lines. Competitors are primarily domestic producers of
similar products. These companies compete in price, delivery schedules, quality,
product performance, and other conditions of sales. During 1999 and 1998,
management invested in new equipment, did extensive training, scheduled many
live demonstrations, improved plant efficiencies, introduced new product
improvements and new products, in order to maintain its competitive edge.

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

Growth is anticipated in two areas. First, the Company will continue to expand
the distributor/dealer network and expand into the upper midwest and west.
However, this area for growth will be constrained by availability of capital
resources and continuing good market conditions.

Diversification into related product areas now served by the Company could
afford a second area for growth. Management believes W-W Manufacturing's 55 year
old reputation for quality, as well as for introducing new innovations into
existing products, has positioned the Company ideally as a marketer for new
products of its own as well as other companies' products.

6

WATER AND ENVIRONMENT PRODUCTS GROUP
------------------------------------

The water and environmental products group consists of Titan Industries of
Paxton, Nebraska with distribution locations in Dodge City, Kansas and its
division, Wholesale Pump and Supply in Oklahoma City, Oklahoma. This group
accounts for 44.4% of total corporate sales for the fiscal year 1999. This
compared with 42.3% in fiscal year 1998.

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

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

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

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

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

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

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

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

7

Competition
- -----------

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

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

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

8

OTHER INFORMATION RELATIVE TO THE BUSINESS

Patents and Trademarks
- ----------------------

The Company holds no patents or registered trademarks or service marks.

Seasonality
- -----------

The Company experiences seasonality in sales in both of its segments. The
livestock handling equipment product segment has increased sales in the fall and
through the spring and lower sales in summer. The water and environment product
segment has increased sales in the spring, summer and into the fall and lower
sales in the winter. With this diversity in sales, the seasonality allows the
Company as a whole to experience overall level sales throughout the year.

Practice Relating to Working Capital
- ------------------------------------

The information relating to this Item is included under Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources."

Dependence Upon a Single Customer
- ---------------------------------

Not Applicable

Dollar Amount of Backlog Orders
- -------------------------------

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

The water and environmental products showed a backlog increase from $347,000 in
1998 to $375,000 on June 30, 1999. This increase is due to larger demand for
manufacturing goods. Substantially all the backlog is expected to be realized as
sales during the first quarter of the 1999 fiscal year.

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

Not Applicable

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

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

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

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

9

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

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

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

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

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

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

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

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

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

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

10

PART II

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

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

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

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

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

Holders
- -------

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

Dividends
- ---------

The Company did not pay dividends during 1999 or 1998 and does not intend to pay
cash dividends in the foreseeable future. The management of the Company intends,
for the present, to retain all available funds for the development of its
business. Additionally, certain of the Companies' loan covenants prohibit the
paying of dividends.

11

Item 6. Selected Financial Data
- ------- -----------------------

Year ended June 30
- ----------------------------------------------------------------------------------------------
SUMMARY OF OPERATIONS
- ---------------------
1999 1998 1997 1996 1995

Net Sales ........... 16,387,043 15,576,140 15,072,285 14,512,234 15,563,461
Gross Profit Margin . 3,084,962 2,867,106 2,859,843 2,412,831 3,071,783
Operating Earnings .. 303,671 247,454 349,922 (461,213) 26,172
(Loss)
Interest Expense .... 293,632 340,182 374,522 382,901 384,391
Operating Expense ... 2,786,291 2,619,652 2,509,921 2,874,044 3,045,611
Net Earnings (Loss) . 104,808 87,420 28,120 (717,799) (405,987)

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

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

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

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

A. Less than .01 cent

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

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

(2) Percent of current assets to current liabilities.

12

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

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

Results of Operations:

The following table presents, for the periods indicated, the dollar value and
percentage relationship which certain items reflected in the Company's
Statements of Operations. This percentage shows the percent as it relates to the
total revenue.

1999 1998 1997
---- ---- ----

Livestock Handling Equipment $ 9,108,446 55.6% $ 8,988,175 57.7% $ 8,170,971 54.2%
Water and Env'l Products .... 7,278,594 44.4 6,587,965 42.3 6,901,314 45.8
------------ ----- ------------ ----- ------------ -----
Total Revenues .............. 16,387,043 100.0 15,576,140 100.0 15,072,285 100.0
------------ ----- ------------ ----- ------------ -----
Cost of Revenues ............ 13,302,081 81.2 12,709,034 81.6 12,212,442 81.0
------------ ----- ------------ ----- ------------ -----
Gross Profit ................ 3,084,962 18.8 2,867,106 18.4 2,859,843 19.0

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

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

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

13

Fiscal Year Ended June 30, 1999 Compared to Fiscal Year Ended June 30, 1998.

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

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

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

14

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

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

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

15

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

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

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

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

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

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

16

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

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

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

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

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

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

17

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

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

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

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

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

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

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

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

18

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

Another new product gaining market acceptance is Titan's Combo-buried Pressure
Tank. This tank offers many advanced features over competitor's tanks including
strength, convenience of installation, and simplified operation. With the
introduction of the Enviorflex well screen, Titan again leads the way with an
innovative well screen that's a cost effective way to prevent sedimentation in
horizontal remidiation wells. This screen offers strength and high performance
not found in other screens. This screen can be used for ground water, extraction
applications, and solid vapor extraction wells. These and other new products
being developed will help Titan maintain its reputation for being the "ultimate
supplier" of water and well products.

To help prevent the winter months downturn in the distributor portion of the
business Titan has expanded its distributor/dealer base in the south and west.
The expansion is expected to maintain higher sales levels during late second and
earlier third quarters. Traditionally these quarters are lower sales months due
to the extreme weather conditions in the midwest. It is anticipated that fiscal
1998 sales will improve slightly through second and third quarters of fiscal
1998 with strong sales during the late spring and early summer quarters.

Gross margins improved to 19.0% in 1997 from 16.7% in 1996. The livestock
handling equipment segment improved to 20.6% in 1997 compared to 18.8% in 1996,
and the water and environmental segment improved its gross profit to 17.0% in
1997 as compared to 16.6% in 1996. The improved gross profit in the Livestock
segment is due to Eagle's improvement to 11.5% in 1997 compared to (4.3%) in
1996.

W-W Manufacturing improved to 23.7% in 1997 compared to 22.5% in 1996. These
improvements are due to lower steel and related costs and better efficiencies in
the manufacturing process. The Company is looking at all ways to improve gross
margins and feels that improvements will continue in fiscal 1998. The increase
in gross profit margins in the water and environmental products were due to
slightly lower prices on PVC pipe, increased sales in the manufactured products,
which commands higher profit margins.

Selling expenses as a percentage of sales decreased to 7.6% in 1997 from 9.4% in
1996. Selling expenses in the livestock equipment segment decreased to 9.2% in
1997 compared to 13.2% in 1996. Selling expenses in the water and environmental
products segment were relatively steady at 5.6% in 1997 compared to 5.3% in
1996. As seen above, the overall decrease in selling expense was attributed to
the improvements in the livestock equipment segment. These improvements were
generally due to the increase in sales while expenses stayed relatively
consistent. Another reason for the decrease was the higher expenses in 1996 on
selling aids and literature without a corresponding amount spent in 1997. Sales
salaries have remained fairly consistent and as sales continue to improve,
selling expense as a percentage of sales should continue to decline.

General and administrative expenses decreased $146,998 in fiscal 1997 as
compared to fiscal 1996. The decline is attributable to lower legal expenses
with several lawsuits being settled during the year. (See note to financial
statement regarding litigation's.) Other factors include reducing staff at
subsidiary levels as more duties and functions are performed by the Corporate
headquarters, as well as reducing overall telephone, insurance and travel costs.
During the last half of the fiscal year, the Board of Directors took steps to
cut corporate overhead. However, the benefits of these cuts did not have an
impact on the fiscal year ended June 1997, due to the cost of buying out of the
lease space in Denver, Colorado and the severance pay issued to a former officer
of the company. These costs were absorbed during the fourth quarter of fiscal
1997. The Board of Directors and management feels that general and
administrative expenses should continue to decline during the current fiscal
year.

19

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

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

Impact of Year 2000:

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

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

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

Inflation:

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

Liquidity and Capital Resources:

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

20

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

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

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

21

Item 8. Financial Statements and Supplementary Data.
- ------- --------------------------------------------

W W CAPITAL CORPORATION
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

PAGE

Financial Statements:

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

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

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

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

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

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

Financial Statement Schedules:

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

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

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

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

22

Independent Auditor's Report
- ----------------------------

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

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

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

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

BROCK AND COMPANY, CPAs, P.C.

Fort Collins, Colorado
October 12, 1999
F-1

W W CAPITAL CORPORATION

Consolidated Balance Sheets
===============================================================================================
June 30 1999 1998
- -----------------------------------------------------------------------------------------------

ASSETS

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

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

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

Total assets ........................................... $8,220,792 $7,680,578
========== ==========

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

F-2

W W CAPITAL CORPORATION

Consolidated Balance Sheets (continued)
============================================================================================
June 30 1999 1998
- --------------------------------------------------------------------------------------------

LIABILITIES AND STOCKHOLDERS' EQUITY

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

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

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

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

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

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

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

F-3

W W CAPITAL CORPORATION

Consolidated Statements of Income
=======================================================================================
Years ended June 30 1999 1998 1997
- ---------------------------------------------------------------------------------------

Net Sales .............................. $ 16,387,043 $ 15,576,140 $ 15,072,285
Cost of Goods Sold ..................... 13,302,081 12,709,034 12,212,442
------------ ------------ ------------
Gross profit ............. 3,084,962 2,867,106 2,859,843
------------ ------------ ------------

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

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

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

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

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

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

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

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

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

F-4

W W CAPITAL CORPORATION

Consolidated Statements of Stockholders' Equity
===================================================================================================================================
Years ended June 30, 1999, 1998 and 1997
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock Treasury Stock
---------------------- Capital ------------------------ Total
Number of Par In Excess Accumulated Number of Stockholders'
Shares Value of Par Value Deficit Shares Cost Equity
--------- ----------- ----------- ----------- ----------- ----------- -----------

Balance, July 1, 1996 .......... 5,530,661 $ 55,306 $ 3,304,099 $ (916,259) (20,264) $ (18,906) $ 2,424,240

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

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

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

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

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

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

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

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

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

F-5

W W CAPITAL CORPORATION

Consolidated Statements of Cash Flows
=============================================================================================================
Years ended June 30 1999 1998 1997
- -------------------------------------------------------------------------------------------------------------

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

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

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

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

F-6

W W CAPITAL CORPORATION

Consolidated Statements of Cash Flows (continued)
========================================================================================
Years ended June 30 1999 1998 1997
- ----------------------------------------------------------------------------------------

Net Increase (Decrease) in Cash ................... $ 30,042 $ (75,924) $ 226,351

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

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

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

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

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

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

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

F-7

W W CAPITAL CORPORATION

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

Note 1 - Summary of Significant Accounting Policies

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

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

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

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

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

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

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

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

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

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

F-8

W W CAPITAL CORPORATION

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

Note 1 - Summary of Significant Accounting Policies (continued)

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

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

Stock-Based Compensation. In 1997, the Company adopted Statement
of Financial Accounting Standards Board Statement No. 123 (FAS 123),
"Accounting for Stock-Based Compensation." The Statement defined a
fair value based method of accounting for stock options or similar
equity instruments. FAS 123 allows an entity to continue to measure
compensation cost for employee stock option plans using the intrinsic
value based method of accounting prescribed by Accounting Principles
Board Opinion (APB) No. 25, which was elected by the Company. FAS 123
requires the Company to make certain proforma disclosures as if the
fair value based method had been applied. The adoption of FAS 123 had
no effect on net income and the effects of the fair value based method
were not material for proforma disclosure.

Advertising. The Company expenses the cost of advertising the
first time the advertising takes place except for sales videos and
show materials, which were capitalized and amortized over their
expected period of future benefits of 60 and 36 months respectively.

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

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

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

F-9

W W CAPITAL CORPORATION

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

Note 2 - Related Party Transactions

Receivables. Notes receivable from stockholders and all
affiliated entities consisted of the following at June 30:

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

Note receivable from a partnership owned by certain of
the Company's stockholders bears interest at 9%. During
October 1997, the note was renegotiated to provide for
annual installments of $2,500 through 2017 and for
collateral consisting of shares of the Company's
common stock owned by the partners .......................... $ 22,600 $ 23,028

Less current portion ................................ (465) (893)
-------- --------
$ 22,135 $ 22,135
======== ========

During the years ended June 30, 1999, 1998 and 1997, the Company
recorded interest income of $2,072, $2,072 and $4,365 for the notes
receivable from related parties.

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

Notes Payable to Stockholder. The Company has outstanding
balances of $14,521 and $21,107 payable to a former stockholder of
Titan as of June 30, 1999 and 1998, respectively. The notes are
unsecured, bear interest at 10%, and are payable in total monthly
installments of $700 through March 2001 and $350 through July 2001.

During the years ended June 30, 1999, 1998 and 1997, the Company
incurred interest expense of $1,814, $2,525 and $3,004, respectively,
on the notes payable to stockholder.

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

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

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

F-10

W W CAPITAL CORPORATION

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

Note 3 - Inventories

Inventories consisted of the following at June 30:
1999 1998
----------- -----------

Raw materials ...................................... $ 420,494 $ 390,607
Work-in-process .................................... 240,573 207,079
Finished goods ..................................... 2,814,682 2,559,813
----------- -----------
$ 3,475,749 $ 3,157,499
=========== ===========

Note 4 - Property and Equipment

Property and equipment consisted of the following at June 30:
1999 1998
----------- -----------

Land and improvements ................................. $ 156,262 $ 156,262
Building and improvements ............................. 1,515,956 1,515,956
Leasehold improvements ................................ 213,045 209,375
Machinery and equipment ............................... 1,893,574 1,845,245
Office equipment ...................................... 403,157 385,897
Automobiles and trucks ................................ 641,464 548,908
Construction in progress .............................. 37,105 3,535
----------- -----------
4,860,563 4,665,178
Less accumulated depreciation and amortization ........ (2,786,644) (2,561,929)
----------- -----------
$ 2,073,919 $ 2,103,249
=========== ===========

Note 5 - Investment in Real Estate

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

Note 6 - Employee Benefit Plans

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

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

F-11

W W CAPITAL CORPORATION

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

Note 6 - Employee Benefit Plans (continued)

Additionally, the Company has a non-qualified stock option plan
for the outside directors of the Company. Under this plan, the
incentive stock option plan committee is authorized to grant outside
directors options to purchase up to 400,000 shares of the Company's
common stock. The Company granted options to purchase up to 187,668
shares at option prices ranging from $0.063 to $2.50 per share of which
177,668 are outstanding as of June 30, 1999. Options to purchase 10,000
shares of common stock for $0.063 per share were exercised during 1998.
These options will expire five or ten years after issuance.

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

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

Note 7 - Short-Term Notes Payable

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

Note 8 - Long-Term Debt

Long-term debt consists of the following at June 30:
1999 1998
---------- ------------

Financial Institutions
----------------------

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

F-12

W W CAPITAL CORPORATION

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

Note 8 - Long-Term Debt (continued)

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

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

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

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

Mortgage note payable bears interest at 9.15% through
February 2000. The interest rate is 4.98% over the Bank's
consumer real estate index rate and is subject to change
every five years commencing in March 2000. The note is
payable in installments, including principal and interest,
of $2,308 and matures in March 2010. The mortgage is
collateralized by real estate located in Paxton, Nebraska,
accounts receivable, inventories, property and equipment,
contract rights and intangibles ............................ 189,889 199,336

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

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

F-13

W W CAPITAL CORPORATION

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

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

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

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

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

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

Notes paid in full during 1999........... -- 2,172,312
---------- ----------
2,899,380 2,882,209
---------- ----------
Other Entities
--------------

Note payable bears interest at 5.75% and is due in
monthly installments, including principal and interest, of
$2,449 through July 2003. The note is collateralized by
accounts receivable, equipment and furniture and fixtures.
The agreement requires the Company to create or retain
seventeen new full-time permanent positions within an
eighteen month period with 60% of the positions for low
income individuals ......................................... 106,680 129,221

Mortgage note payable bears interest at 4.38% through
January 2000. The interest rate will be adjusted in February
2000 and February 2005. The note is due in monthly
installments of $949, including principal and interest,
through February 2010. The note is collateralized by real
estate located in Paxton, Nebraska, accounts receivable,
inventories, property and equipment, contract rights and
intangibles ................................................ 96,864 103,838

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

Note paid in full during 1999 ......................... -- 14,030
---------- ----------
211,725 257,614
---------- ----------
F-14

W W CAPITAL CORPORATION

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

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

Related Party $ 14,521 $ 21,107
------------ ----------
3,125,626 3,160,930
Less current portion (227,000) (300,000)
------------ ----------
$2,898,626 $2,860,930
========== ==========

Revolving notes payable in the amount of $2,011,272 are
collateralized by equipment, intangibles, inventory and receivables.
The debt is subject to borrowing base limitations of 80% of eligible
accounts receivable and 50% of eligible inventory. The loan agreement
contains certain covenants including the maintenance of minimum net
income and limitations on the acquisition of property and equipment.
The loans provide for charges of .25% on unused revolving credit lines
and for payment penalties in the event the agreement is terminated
prior to the maturity date. Receivable collections are used to pay
down the note on a daily basis. After two business days, these funds
are available for borrowing subject to the borrowing base limitations.
Approximately $2,530,000 of the Company's consolidated net assets at
June 30, 1998 are considered to be restricted net assets of
consolidated subsidiaries.

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

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

Note 9 - Lease Commitments

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

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

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

W W CAPITAL CORPORATION

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

Note 9 - Lease Commitments (continued)

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

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

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

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

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

Note 10 - Segmented Information and Reconciliation

The Company's operations are classified into principal industry
segments; W-W Manufacturing and Eagle, which consolidated into one
legal entity in 1999, manufacture and distribute livestock handling
equipment, and Titan which processes and distributes water well and
environmental supplies. Following is a summary of segmented
information for each of the three years in the period ended June 30:

1999 1998 1997
------------ ------------ ------------

Net Sales:
Livestock handling equipment ............ $ 9,108,446 $ 8,988,175 $ 8,170,971
Water well and environmental supplies ... 7,278,597 6,587,965 6,901,314
------------ ------------ ------------
Total net sales ..................... $ 16,387,043 $ 15,576,140 $ 15,072,285
============ ============ ============

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

F-16

W W CAPITAL CORPORATION

Notes to Consolidated Financial Statements
June 30, 1999
================================================================================
Note 10 - Segmented Information and Reconciliation (continued)

1999 1998 1997
---------- ---------- ----------

Identifiable Assets:
Livestock handling equipment .......... $3,953,879 $3,704,490 $4,056,207
Water well and environmental supplies . 4,231,583 3,803,234 4,015,170
---------- ---------- ----------
8,185,462 7,507,724 8,071,377
General corporate assets (2) .......... 35,330 172,854 607,716
---------- ---------- ----------
Total assets as reported in
accompanying consolidated
balance sheets ............... $8,220,792 $7,680,578 $8,679,093
========== ========== ==========

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

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

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

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

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

(2) General corporate assets are principally notes receivable and
corporate fixed assets.

F-17

W W CAPITAL CORPORATION

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

Note 11 - Income Taxes

The provision for income taxes is as follows at June 30:

1999 1998 1997
-------- -------- --------

Current
Federal .................................... $ 64,800 $ 72,700 $ 30,800
State ...................................... 10,500 23,300 14,400
Deferred ....................................... -- -- --
Tax benefit of net operating loss ..... (75,300) (96,000) (45,200)
------- ------- -------
$ -- $ -- $ --
======== ======== ========

A reconciliation of income at the statutory rate to the Company's
effective rate is as follows at June 30:

1999 1998 1997
------ ------ ------

Federal statutory rate ....................... 34.00% 34.00% 34.00%
Non deductible expenses ...................... 9.14 9.51 23.44
Basis difference in assets and liabilities ... 22.98 (4.60) (8.90)
Capital loss and reversal of non
deductible write down of real estate ..... -- (8.38) --
Change in deferred tax asset
valuation allowance and net
operating loss ........................... (67.82) (30.53) (49.47)
Other ........................................ 1.70 -- .93
----- ----- -----
-- % -- % -- %
===== ===== =====

Deferred tax assets and liabilities are comprised of the
following at June 30:

1999 1998 1997
-------- --------- ---------

Deferred Tax Assets:
Net operating loss carryforward $104,100 $ 238,000 $ 239,979
Allowance for doubtful accounts 42,900 38,900 48,960
Inventory ............................. 32,400 28,500 34,775
Accrued salaries ...................... 31,000 26,700 19,242
Other ................................. 2,900 -- --
--------- --------- ---------
Total deferred tax assets ...... 213,300 332,100 342,956

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

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

$ -- $ -- $ --
========= ========= =========

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

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

F-18

W W CAPITAL CORPORATION

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

Note 12 - Significant Group Concentrations of Credit Risk

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

Note 13 - Fair Value of Financial Instruments

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

Note 14 - Contingency

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

F-19

Independent Auditors' Report

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

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

BROCK AND COMPANY, CPAs, P.C.

Fort Collins, Colorado
October 12, 1999

S-1

W W CAPITAL CORPORATION

Schedule I - Condensed Financial Information of Registrant

Balance Sheets
======================================================================================

June 30 1999 1998
- --------------------------------------------------------------------------------------

ASSETS

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

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

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

LIABILITIES AND STOCKHOLDERS' EQUITY

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

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

S-2

W W CAPITAL CORPORATION

Schedule I - Condensed Financial Information of Registrant

Statements of Operations
=====================================================================================

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

Revenues

Management fee from subsidiaries $336,000 $ 336,000 $ 480,000

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

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

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

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

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

S-3

W W CAPITAL CORPORATION

Schedule I - Condensed Financial Information of Registrant

Statement of Cash Flows
===============================================================================================

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

Net Cash Flows Used In Operating Activities ........... $(116,796) $(129,351) $(160,089)
--------- --------- ---------

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

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

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

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

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

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

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

S-4

W W CAPITAL CORPORATION

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

Note 1 - Related Party Transactions

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

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

1999 1998 1997
---------- --------- ---------

Amounts receivable (payable) at June 30:

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

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

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

S-5

W W CAPITAL CORPORATION

Schedule II - Valuation and Qualifying Accounts
Years ended June 30, 1999
==============================================================================================

Additions
--------------------
Balance at Charged to Charged Balance
Beginning Costs and to Other at End of
Description of Period Expenses Accounts Deductions Period
----------- --------- -------- -------- ---------- ------

June 30, 1999
Allowance for doubtful accounts:
Accounts receivable ........ $104,500 $123,951 $ -- $113,451 $115,000
Notes receivable ........... 10,000 9,752 -- 19,752 --

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

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

S-6

Item 9. Changes in and Disagreements with Accountants on Accounting and
- ------- -----------------------------------------------------------------
Financial Disclosures.
----------------------

Not Applicable

23

PART III

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

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

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

STEVE D. ZAMZOW age 51, joined the Company in 1991 and was elected as the
Company's Chief Financial Officer in June 1992, President and Chief Executive
Officer in December 1993 and elected as a Director in December 1993 by the
shareholders. From 1976 to 1991, Mr. Zamzow owned numerous companies and was a
financial consultant for various companies. Mr. Zamzow has been Vice President
for a steel company and has worked extensively in business workouts. From 1971
to 1974, Mr. Zamzow was employed by Peat, Marwick, Mitchell & Co. as an auditor.
Mr. Zamzow received his accounting degree from the University of Nebraska.

MILLARD T. WEBSTER age 50, became a director of the Company in 1988 and has been
employed by the Company's subsidiary, W-W Manufacturing Co., Inc. since 1962.
Mr. Webster has occupied the positions of piecework production foreman,
production manager, and Vice President and President of the Company's
subsidiary, W-W Manufacturing Co., Inc. Mr. Webster is currently a Vice
President for the Company's subsidiary, W-W Manufacturing Co., Inc. Mr. Webster
graduated from Evangel College, Springfield, Missouri in 1970 with a bachelor's
degree in business administration.

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

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

24

Item 11. Executive Compensation
- -------- ----------------------

The following table sets forth the cash compensation paid or accrued during the
fiscal years ended June 30, 1999, 1998, and 1997, to the Company's Chief
Executive Officer. No other executive officer received cash in excess of
$100,000.

Other
Annual All Other
Name and Principal Position Year Salary Bonus Compensation Compensation
- --------------------------- ---- ------ ----- ------------ ------------

Steve D. Zamzow 1999 $120,358 $ - $ - $ 6,874 (a)
President, Chief Executive 1998 $119,896 $ - $ - $ 4,575 (a)
Officer and Director 1997 $119,166 $ - $ - $ 4,575 (a)

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

Option Grants in Fiscal Year 1999

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

Aggregated Option Exercises in Fiscal Year 1999

The following table sets forth for the executive officer named in the
Summary Compensation Table, information concerning each exercise of stock
options during the fiscal year ended June 30, 1999 and the value of the
unexercised stock options at June 30, 1999.

Aggregated Option Exercises in Last Fiscal Year
-----------------------------------------------
and Fiscal Year-End Option Values
---------------------------------

Number of Securities Value of Unexercised
Underlying Unex- In-the-Money
Shares ercised Options Options at
Acquired at June 30, 1999 June 30, 1999
on Value Exercisable/ Exercisable/
Name Exercise Realized (1) Unexercisable Unexercisable (1)
- ---- -------- ------------ ------------- -----------------

Steve D. Zamzow --- --- 150,000 (E) $ ---
President, Chief --- --- (U) $ ---
Executive Officer
and Director

(1) The Option exercise price exceeded the fair market value of the underlying
common stock on June 30, 1999.

25

Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------- --------------------------------------------------------------

The following table sets forth as of October 15, 1999, the ownership of
the Company's common stock by each director of the Company, by each person who
is known by the Company to be the beneficial owner of more than 5% of the
Company's common stock, and by the officers and directors
of the Company as a group:

Name and Address of
Officers and Directors and Amount and Nature of Percent of Class
Beneficial Owner (1) Beneficial Ownership (2) of Common Stock

Steve D. Zamzow 150,437 (3) 2.72%
4112 Sherman Court
Ft. Collins, CO 80525

Millard T. Webster 278,969 (4) 5.03%
1003 Central
Dodge City, KS 67801

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

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

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

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

Apex Realty Investments, Inc. 305,741 (8) 5.52%
c/o Nicholas L. Scheidt
PO Box 33724
Northglenn, CO 80233-0724

(1) The business address of all officers and directors is 3500 JFK
Parkway, Suite 202, Ft. Collins, Colorado 80525.
(2) "Beneficial ownership" is deemed to include shares for which an
individual, directly or indirectly, has voting or investment power, or
both, and shares subject to options exercisable within 60 days of the
date hereof.
(3) Includes 150,000 shares subject to incentive stock options which are
exercisable within sixty days of the date hereof.
(4) Includes 22,500 shares subject to incentive stock options, which are
exercisable within sixty days of the date hereof.
(5) Includes 57,500 shares subject to non-qualified stock options, which
are fully vested and exercisable.

26

(6) Includes 20,000 shares subject to non-qualified stock options which are
fully vested and exercisable.
(7) Includes 250,000 shares subject to stock options, which are fully
vested and exercisable. (8) Includes 5,000 shares subject to
non-qualified stock options, which are fully vested and exercisable.

Item 13. Certain Relationships and Related Transactions
- -------- ----------------------------------------------

On June 30, 1989, W-W Land & Cattle, a partnership owned by Millard T. Webster,
a director of the Company, Mickey J. Winfrey, a former officer of the Company
and Terry L. Webster, a brother of Mr. Millard T. Webster and Ms. Winfrey,
executed a promissory note for the amount of $96,424 in favor of the Company's
subsidiary, W-W Manufacturing Co., Inc. Interest was payable annually at 9% per
annum and the principal was due on demand. On June 30, 1993, Ms. Winfrey
satisfied her obligations under this note by paying to the Company the amount of
$11,361. As of June 30, 1999, $22,600 remained payable under this note by
Millard T. Webster and Terry L. Webster.

The Company currently leases its manufacturing facility in Dodge City, Kansas
from Murle F. Webster, father of Millard T. Webster and Mickey J. Winfrey. This
lease requires a monthly rental payment of $5,000. This lease expired on
December 31, 1994, however, it has continued on a month to month basis. During
each of the three fiscal years ended June 30, 1999, $60,000 was paid by the
Company under the lease.

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

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

27

PART IV

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

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

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

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

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

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

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

Schedule I - Condensed Financial Information of Registrant

Schedule II - Valuation and Qualifying Accounts

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

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

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

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

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

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

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

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

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

10.2 Assignment of Rental Income from Murle F. and Sara R. Webster to
W W Capital Corporation (filed as an exhibit to the Company's
Post-Effective Amendment No. 1 to Form S-18 and is hereby
incorporated by reference).

28

10.3 1990 Incentive Stock Option Plan (filed as Exhibit 10.16 to the
Company's Form 10-K for the year ended June 30, 1990 and is
hereby incorporated by reference).

10.4 Promissory Note dated June 30, 1990 from Millard T. Webster in
favor of W W Capital Corporation for the amount of $2,716 (filed
as Exhibit 10.8 to Form 10-K for the fiscal year ended June 30,
1991 and is hereby incorporated by reference).

10.5 Promissory Note dated April 30, 1990 from Millard T. Webster and
Mickey J. Winfrey in favor of W W Capital Corporation for the
amount of $43,000 (filed as Exhibit 10.9 to Form 10-K for the
fiscal year ended June 30, 1991 and is hereby incorporated by
reference).

10.6 Loan Agreement dated June 29, 1992 between W-W Manufacturing
Co., Inc. (wholly owned subsidiary of the Company) and Bank IV
Kansas, N.A. (Garden City Kansas) (filed as Exhibit 10.12 for
the fiscal year ended June 30, 1992 and is hereby incorporated
by reference).

10.7 Loan Agreement dated June 29, 1992 between Titan Industries,
Inc. (wholly owned subsidiary of the Company) and Bank IV
Kansas, N.A. (Garden City Kansas) (filed as Exhibit 10.13 for
the fiscal year ended June 30, 1992 and is hereby incorporated
by reference).

10.8 1990 Non-Qualified Stock Option Plan (filed as Exhibit 10.14 of
Form 10-K for the fiscal year ended June 30, 1992 and is hereby
incorporated by reference).

10.9 Employee Stock Benefit Plan (filed as Exhibit 10.15 of Form 10-K
for the fiscal year ended June 30, 1992 and is hereby
incorporated by reference).

10.10 Loan Agreement dated December 15, 1992 between Eagle Enterprises,
Inc. (wholly owned subsidiary of the Company) and Bank IV Kansas,
N.A. (Garden City, Kansas) (filed as Exhibit 10.10 of Form 10-K
for the fiscal year June 30, 1993 and is hereby incorporated by
reference).

10.11 Exchange Agreement between W W Capital Corporation and Apex
Realty Investments, Inc. dated February 19, 1993 (filed as an
exhibit to the Company's Form 8-K dated March 5, 1993 and is
hereby incorporated by reference).

10.11.1 Addendum to Exchange Agreement between W W Capital Corporation
and Apex Realty Investments, Inc. dated August 23, 1993 (filed
as Exhibit 10.11.1 of Form 10-K for the fiscal year June 30,
1993 and is hereby incorporated by reference).

10.12 Loan Agreement dated April 8, 1993 between Eagle Enterprises,
Inc. (wholly owned subsidiary of the Company) and First American
National Bank, N.A. (Cookeville, Tennessee) (filed as Exhibit
10.12 of Form 10-K for the fiscal year June 30, 1993 and is
hereby incorporated by reference).

10.13 1992 Non-Qualified Stock Option Plan (filed as Exhibit 10.13 of
Form 10-K for the fiscal year June 30, 1993 and is hereby
incorporated by reference).

10.14 Loan Agreement dated October 20, 1992 between W W Capital
Corporation, Eagle Enterprises, Inc. and Jerry R. and Jacqueline
A. Bellar (former owners of Eagle Enterprises, Inc.) (filed as
Exhibit 10.14 of Form 10-K for the fiscal year June 30, 1993 and
is hereby incorporated by reference).

29

10.15 Asset Sale and Purchase Agreement between W W Capital Corporation
and Wholesale Pump and Supply, Inc. date October 14, 1993 (filed
as Exhibit 10.15 of Form 10-K for fiscal year June 30, 1994 and
is hereby incorporated by reference).

10.16 Real Estate Contract between W W Capital Corporation and Daniel
L. Hahn, Donna R. Hahn and Helene D. Linder, Promissory Note,
date December 15, 1994 between W W Capital Corporation and
Daniel L. Hahn, Donna R. Hahn and Helene D. Linder (filed as an
exhibit to the Company's Form 8-K dated December 15, 1994 and is
hereby incorporated by reference).

10.17 Loan Agreement dated March 3, 1995 between Titan Industries,
Inc. (wholly owned subsidiary of the Company and Keith County
Economic Development Corporation (incorporated by reference June
30, 1995 10-K).

10.18 Loan Agreement dated March 3, 1995 between Titan Industries,
Inc. (wholly owned subsidiary of the Company and First National
Bank in Ogallala (incorporated by reference June 30, 1995 10-K).

10.19 Letter Agreement dated September 17, 1996, between W W Capital
Corporation and Bank IV Garden City (incorporated by reference
June 30, 1996 10-K.)

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

21.0 Subsidiaries of the Registrant (filed herewith).

23.0 Independent Certified Public Accountants Consent

27.0 Financial Data Schedule.

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

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

30

Exhibit 21.0

Subsidiaries of the Registrant

W-W Manufacturing Co., Inc.

Incorporated in the state of Kansas

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

Titan Industries, Inc.

Incorporated in the state of Nebraska

31