W W Capital Corp · 10-K · For 6/30/96

Filed On 11/12/96   ·   SEC File 0-17757   ·   Accession Number 927797-96-70

Annual Report   ·   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         73±   346K 
 2: EX-27       FDS Schedule                                           1      7K 

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UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION      

Washington, D.C.  20549     

Form 10-K     

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

For the Fiscal year ended June 30, 1996 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.)        

11990 Grant Street, Suite 400                                                   
Northglenn, Colorado                                           80233            

(Address of principal                                         (Zip Code)        
executive office)                                                               

Registrant's telephone number, including area code:   (303)  452-5000           

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                         Boston Stock Exchange      

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 21, 1996  (2,682,877  shares of common stock) was $83,169
based on the average of the bid and asked prices ($0.031 per share) as quoted by
the Boston Stock Exchange the Company's common stock on October 21, 1996.*      

     The number of shares  outstanding of each of the Company's  sales of common
stock, as of October 21, 1996 was:                                              

Common Stock, 5,530,661  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.                                                                    

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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.                                

     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 11.5 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.  Details of this  transaction  are more fully
discussed in note 4 and 6 to the Financial Statements.                          

     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 rented warehouse. The company's
primary  functions  are  distributing  water  well  supplies  and  environmental
monitoring equipment for testing ground water.                                  

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(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 11990 Grant Street, Metro North Building,
Suite 400,  Northglenn,  Colorado.  As of June 30,  1996,  the  Company  and its
segments  had  approximately  131  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  51.9% of total corporate sales compared to 57.00%
for fiscal 1995.                                                                

Principal Products, Markets and Distribution                                    

     The Livestock  Handling group manufactures a broad line of cattle handling,
equine (horse),  rodeo equipment and containment systems. This equipment is used
by farmers,  ranchers,  rodeos,  county fairs,  veterinarians  and universities.
Presently with its 50 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  reaching a record high
sales of $11,369,826 for fiscal year June 30, 1994.  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.                           

     Eagle had eliminated  some of its line of feeding  equipment  which had not
been  profitable  in 1995.  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 (50
years) reputation as an industry leader and manufacturing of quality  equipment.
Now  that  the W-W  Manufacturing  line is  manufactured  at  Eagle,  Eagle  has
reintroduce a redesigned  feeding line to meet customer needs and enabling Eagle
to produce it profitably.  This  reintroduction  should help 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 is also being  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.                                                       

     The Company did not renew the sales and marketing agreement with Agri-Sales
Associates  (Agri-Sales) after the first term concluded in October of 1994. When
utilizing the services of Agri-Sales,  some new accounts were  established,  but
the  Company  felt it lost some  control  over the sales  functions  and felt it
necessary to have closer contact with its customers. After the conclusion of the
Agri-Sales  Agreement  management  assessed the  conditions of its customers and
market and realized that no all products  were selling and  customers  inventory
levels were to high.  With over sold market  area's the Company had to develop a
plan to systemically  help customers  understand and sell through its inventory.
The  Company has  established  sales  areas and hired  salespeople  to cover the
entire United States.  With an aggressive  sales and marketing plan in place the
Company has hired an experienced sales manager and seven salesmen to continue to
expand our Dealer/Distributor  network. During the transition from Agri-Sales to
our own  in-house  sales staff and the  expansion  into new market  area,  sales
expenses  have been higher  than  expected as  salesmen  gain  knowledge  of the
customers and market. As our Dealer/Distributor network is expanded,  management
feels there will be an overall reduction in sales expenses and this savings will
be realized to the bottom line. A substantial  majority of this segment's  sales
will  continue to be in cattle  handling  equipment.  It is expected that 80% of
these sales will be generated through the expanded  Dealer/Distributor  network.
At present  the  Company  works with  approximately  80  different  distributors
representing 5,000 Sub-Dealers throughout the United States and Mexico.         

     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  need's to
continue  to find ways to fill  trucks  with a  variety  of  products.  With the
introduction of the feed equipment, the new stock tank line, dog kennel line and
other horse related products,  the Company  anticipates 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
subsidiaries  of this  segment are located as follows:  W-W  Manufacturing,  the
largest by sales volume of the two  subsidiaries,  is located at 2400 East Trail
Street,  Dodge  City,  Kansas.  Eagle  Enterprises,  is  located  at 175  Windle
Community Road, Livingston, Tennessee.                                          

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 1996 and
1995,  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.                                                              

     Diversification  into related product areas now served by the Company could
afford a second area for growth. Management believes W-W Manufacturing's 50 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.  Over the past couple
of years the Company  introduced two of these  products,  the hydraulic  squeeze
chute and the large animal  hospital bed as previously  discussed.  As discussed
earlier the Company  reintroduced  a new  feeding  line as well as many  product
improvements over the year.                                                     

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,  of Wholesale Pump and Supply in Oklahoma City,  Oklahoma.  This group
accounts  for 48.1% of total  corporate  sales for the fiscal  year  1996.  This
compared with 43.00% in fiscal year 1995.                                       

     Titan's  functions  are  broken  down  primarily  into two  divisions.  The
distribution 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,  pipe  fittings 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 flush  mounted PVC
screens  which offer a lower cost and longer life since  standard  steel screens
are  subject to  corrosion.  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 new headquarters and  manufacturing
facilities  which  consists of 25,000  square feet located in Paxton,  Nebraska,
which  was  completed  in  December   1994.  The  Company  also  has  two  other
distribution  points located in Dodge City,  Kansas and Oklahoma City,  Oklahoma
(Wholesale Pump and Supply).                                                    

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.  During 1994, the Company
invested in new  equipment,  and  constructed a new plant which was completed in
December,  1994, 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 of the
Company's  existing product line has continued to remain strong as more and more
distributors  around the Country became aware of Titan's quality and reliability
of delivery.  The Company has improved  significantly  sales of larger  diameter
pipe with the  manufacturing  equipment  added during  1994.  Since gross profit
margins increase in direct  proportion to pipe diameter size, this new equipment
should 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 with the  environmental  well  products 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 land fills and in other waste treatment  applications.
The Company has also expanded its market in custom  fabrication  of pipe through
round hole  perforations,  Titan Ver-ta slot and other applications as requested
by customers.  Recent  developments  in the mining industry show that their is a
significant  market for Titans  products  and is  presently  looking for ways to
distribute its line of products.                                                

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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  $226,475.  This
decrease  from 1995 is due to a large  special  order of  $512,000  that was not
shipped  until  September  of 1995.  The  general  decline  in  orders is due to
depressed beef prices.                                                          

     The  water  and  environmental  products  showed a  backlog  increase  from
$173,420 in 1995 to $205,000 as of June 30, 1996.  Substantially all the backlog
is expected to be realized as sales during the first  quarter of the 1996 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 has  determined  that a significant  amount of paint located at
its  Tennessee  facility,  must be  disposed  of to  comply  with  environmental
regulations. The Company has estimated a range of $10,000 to $45,000 as the cost
to dispose of this paint  based upon  managements  estimate  and the actual cost
incurred  subsequent  to June 30,  1996,  to  dispose  of the most  contaminated
barrels of paint.  The Company has accrued $10,000 of this charge as a liability
in the accompanying financial statements.                                       

     To the best of its knowledge,  the Company believes that it is presently in
substantial  compliance  with  all  existing  environmental  laws  and  does not
anticipate  that such  compliance  will  have a  material  effect on its  future
capital  expenditures,  earnings or competitive  position with respect to any of
its business segments other than Tennessee situation discussed above.           

Item 2. Properties                                                    

     The  Company's  corporate  headquarters  is located at 11990 Grant  Street,
Metro North Building, Suite 400, in Northglenn,  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.                                                                      

     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 11.5 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 1904 West Wyatt Earp, Dodge City, Kansas.  Both of the
aforementioned  locations  are  owned  by the  Company.  Titan  leases  a  third
distribution  facility for its division,  Wholesale  Pump and Supply  located at
1821 N.W. 4th Drive,  Oklahoma City,  Oklahoma.  Which consists of approximately
10,000 square feet of space.                                                    

     The  Company  owned  certain  undeveloped  real  estate  in  Grand  County,
Colorado.  The property is  approximately  455 acres located in the Never Summer
Range of the  mountains  north of the  Winter  Park ski area  which  was sold in
December 1994.                                                                  

     The Company also owns an  undeveloped  95 acre tract  located  southeast of
Fort Worth,  Texas.  The Company has listed this property for sale for $400,000,
and investigating the possibility of a joint venture development.               

Item 3.        Legal Proceedings                                                

     In  April,  1994,  W-W  Manufacturing  and  Eagle  sent  written  notice to
Agri-Sales  that the Companies  will not renew their sales and marketing  agency
agreement  with  Agri-Sales  when the two year initial  contract term expired on
October 26, 1994.  Agri-Sales informed the Company that under the contract,  W-W
Manufacturing  and Eagle can not  terminate  the sales and  marketing  agreement
until May 26,  1995.  On  October 5, 1994,  the  Company  filed a lawsuit in the
Sixteenth  Judicial  District,   Ford  County,  Kansas,  asking  the  Court  for
declaratory judgement and a preliminary injunction against Agri-Sales to resolve
the issue. On October 10, 1994,  Agri-Sales filed an answer and made application
for a  temporary  injunction  against the  Company.  On October  20,  1994,  the
District Judge denied Agri-Sales  application for a temporary injunction against
the  Company.  Additionally,  Agri-Sales  has filed a counter  claim for  relief
estimating damages of $500,000 to $600,000 for the commissions  Agri-Sales would
have  earned  for the  period  October  26,  1994 to April 26,  1995,  (the date
Agri-Sales  contends  that the  contract  will  expire)  and  actual  damages of
$475,206.  Management  is confident the court will decide that the contracts did
expire on October 26, 1994 and the actual amounts due Agri-Sales  based upon the
Company's  calculation,  which had been recorded in the  accompanying  financial
statements,  are  substantially  less than the amounts claimed.  This case is in
discovery and the Company's legal counsel is unable to express an opinion on the
outcome of this case. The Company has been negotiating with Agri-Sales to settle
this law suit.  The Company has offered to pay  $180,000,  with $30,000 due upon
final  judgment of the March Group,  Inc.  law suit  discussed  below,  with the
remaining  balance payable in semi annual payment of $25,000 until paid in-full,
with zero interest.                                                             

     On December  22,  1992,  The March  Group,  Inc.  (The March Group) filed a
lawsuit against Eagle and its former shareholders,  Jerry R. Bellar (Bellar) and
James Buford  (Buford).  The March Group  alleges that Eagle,  Bellar and Buford
breached a listing contract to sell Eagle and has requested  damages of $169,596
(Count I). The March  Group has also sued the  Company  for breach of a separate
agreement  which the Company had made with The March Group  promising  to direct
all inquiries it had regarding the purchase of Eagle through The March Group and
is seeking  damages of  $169,596  (Count II).  Additionally,  The March Group is
requesting  damages  against  Eagle,  Bellar  and the  Company  under a specific
Tennessee  statute  which  would  allow The March  Group  three times its proven
actual damages of $508,788 (Count III).                                         

     On May 6, 1994, the Chancery Court, for the State of Tennessee,  entered an
order requiring Eagle to pay the March Group $169,596 under Count I and ruled in
favor of  defendants  on Counts II and III. On June 7, 1995 the court of appeals
reversed the  decision  that Eagle had to pay  $169,596.  The case (Count I) has
been remanded back to trial court for trial.  The court of appeals  affirmed the
decision of the trail court on Count II and III in favor of the  Company.  After
the Court of Appeals  decision,  Eagle  filed an  application  for review to the
Tennessee  Supreme Court asking it to reconsider  the Court of Appeals  decision
rejecting Eagle's claim that plaintiff violated the Tennessee Real Estate Broker
Licensing Act, thus forfeiting any fee under the listing contract.  Trial of the
remanded case to the trial court will not begin until such time as the Tennessee
Supreme Court has decided whether to grant Eagle's  application  for review.  To
date, the Tennessee Supreme Court has not issued its decision.                  

     At the closing of the sale of Eagle,  the Company  agreed to pay $50,000 of
the  projected  fee due the March Group under its  listing  agreement,  which is
recorded  in the  financial  statements.  Under  the  terms  of the  Eagle  sale
agreement,  Bellar agreed to indemnify the Company for  undisclosed  liabilities
after  applying  a  $10,000   deductible.   Bellar  has  acknowledged  that  his
indemnification  obligations  require him to pay Eagle for all damages in excess
of $50,000  awarded to the March Group under Count I. The  remaining  amount due
the March Group ($119,596) and the receivable from Bellar have not been recorded
on the financial statements.                                                    

     At the time Eagle was  purchased,  Eagle was a defendant in a lawsuit filed
by  Liberty  Metal  Fabrications,  Limited  (Liberty  Metals)  in the  State  of
Kentucky.  The claims  against  Eagle relate prior to the  acquisition  of Eagle
(October  26, 1992) by the Company.  Liberty  Metals was claiming  approximately
$91,000  from  Eagle.  The  Company  settled  the  claim by paying  $18,000  and
returning certain equipment to Liberty Metals.                                  

     Additionally,  it is Management's  opinion that any amounts paid to Liberty
Metals,  by Eagle,  should be indemnified by Bellar. It was indicated during the
purchase of Eagle that Eagle's exposure in the Liberty Metals case was "at worst
a  wash-out".   Bellar   denies  that  Liberty   Metals  is  covered  under  the
indemnification agreement.                                                      

     Daniel R. Beaton and Rocky Mountain Realty,  Inc ("Beaton") has filed a law
suit in the  District  Court,  County of Adams,  State of  Colorado  against W W
Capital  Corporation.  Beaton is  asserting  a claim  against  the Company for a
claimed  real  estate  commission  in the amount of $87,218  plus  interest  and
attorney  fees due from the Company's  sale of certain real property  located in
Grand County Colorado,  pursuant to a listing agreement.  The Company's position
is that the  listing  agreement  was  intended  to  exclude  any buyer  that was
referred to the Company through several listed individuals.  The Company settled
this lawsuit by paying Beaton $3,500.                                           

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, 1996.               

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PART II     

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

                                                                · Download Table


Market Information                           
                       High Bid       Low Bid
                                             
Quarter ended                                
September 30, 1994    $ 0.50         $ 0.313 
December 31, 1994       0.50           0.375 
March 31, 1995          0.833          0.833 
June 30, 1995           0.50           0.25  

September 30, 1995    $ 0.313        $ 0.281 
December 31, 1995       0.313          0.281 
March 31, 1996          0.281          0.281 
June 30, 1996           0.063          0.063 


     The  Company's  Common Stock was listed for trading  purposes on the Boston
Stock  Exchange  on May 15,  1991,  and  trades  under the symbol  "WWC.B".  The
Company's Common Stock is also listed on the over-the-counter  market and trades
under the symbol"WWCA".                                                         

Holders                                                                         

     As of October 21, 1996 the Company had  approximately 600 record holders of
its common stock, not including some individuals holding shares in street name. 

Dividends                                                                       

     The Company did not pay  dividends  during 1996 or 1995 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.                                                        

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Item 6.                  Selected Financial Data                                
Year Ended June 30,       

                                                        · Enlarge/Download Table


                                  1996            1995            1994            1993 (2)       1992 (1)
                                                                                                         
SUMMARY OF OPERATIONS:                                                                                   

Net Sales ................   $ 14,512,234    $ 15,563,461    $ 16,659,136    $ 13,532,260   $  8,708,067 

Gross Profit Margin ......      2,412,831       3,071,783       3,524,784       3,258,670      2,737,197 

Operating Earnings (Loss)        (461,213)         26,172        (151,171)       (206,831)       360,143 

Interest Expense .........        382,901         384,391         284,435         210,454        138,887 

Operating Expense ........      2,874,044       3,045,611       3,675,955       3,465,501      2,377,054 

Net Income (Loss) ........   $   (717,799)   $   (405,987)   $   (210,669)   $   (386,866)  $    154,063 

PER SHARE DATA:                                                                                          

Earnings (Loss) ..........   $   (   .13)    $   (    .07)   $    (   .04)   $   (   .09)   $        .04 

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

Weighted Average                                                                                         
Shares Outstanding .......      5,530,661       5,449,993       5,277,981       4,551,213      3,822,350 

FINANCIAL CONDITION:                                                                                     

Total Assets .............   $  8,893,908    $  9,547,517    $  9,540,438    $  8,562,981   $  5,097,987 

Fixed Assets (Net) .......      2,601,594       2,801,530       2,399,172       2,087,958        486,824 

Long-term Debt ...........      1,927,267       1,830,730       1,532,484       1,562,597        683,619 

Stockholders Equity ......      2,424,230       3,142,039       3,476,328       3,452,067      2,572,711 

Working Capital ..........   $  1,284,898    $  1,083,808    $    534,171    $    971,460   $  1,201,288 

Current Ratio (3) ........           1.28            1.24            1.12            1.27           1.65 

<FN>                                                                                                     

     (1) The year ended 1992 reflect the acquisition of Titan  Industries had it                         
been acquired at the beginning of the respective year.                                                   

     (2) The year ended 1993 reflects the acquisition of Eagle  Enterprises from                         
September 1, 1992 through June 30, 1993.                                                                 

(3)  Percent of  current  assets to current liabilities.                                                 
</FN>                                                                                                    

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     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.                                                                  

                                                        · Enlarge/Download Table


REVENUES:                              1996            1995            1994                          

                                                                                                     
Livestock Handling Equipment ...  $  7,522,417   51.9%  $  8,870,970   57.0%  $ 11,369,826   68.2 %  

Water and Environmental Products     6,989,817   48.1      6,692,491   43.0      5,289,310   31.8    

             Total Revenues ....    14,512,234    100     15,563,461    100     16,659,136    100    

Cost  of Revenues ..............    12,099,403   83.3     12,491,678   80.3     13,134,352   78.8    

Gross Profit ...................     2,412,831   16.7      3,071,783   19.8      3,524,784   21.2    

Selling, General  and                                                                                

   Administration Expense ......     2,874,044   19.9      3,045,611   19.6      3,675,955   22.1    

Operating Earnings (Loss) ......      (461,213)  (3.2)        26,172    0.2       (151,171)  (0.9)   

Other Income (Expense) .........       143,728    1.0        (33,192)  (0.2)       194,598    1.2    

Interest Expense ...............      (382,901)  (2.7)      (384,391)  (2.5)      (284,435)  (1.7)   

(Loss) Earnings Before                                                                               
   Income Taxes ................      (700,386)  (4.9)      (391,411)  (2.5)      (241,008)  (1.4)   

Income Taxes Net ...............       (17,413)  (0.1)        14,576    0.1        (63,604)  (0.3)   

Net Income (Loss) ..............      (717,799)  (5.0)      (405,987)  (2.6)      (177,404)  (1.1)   

Cumulative effect of                                                                                 
  accounting change ............          --       --            --      --        (33,265)   (.8)   

Preferred Stock Dividends ......          --       --            --      --             --      --   

Net Income (Loss) ..............    $ (717,799)  (5.0)%  $  (405,987)  (2.6) %  $ (210,669)   (1.9) %

Depreciation and Amortization ..    $  444,653    3.1 %  $   449,245    2.9%    $  428,201     2.6  %


*  Less than 1.0%                                                               

Fiscal Year Ended June 30, 1996 Compared to Fiscal Year Ended June 30, 1995:    

     The Company  incurred a net operating loss of $717,799 in 1996, as compared
to a net operating loss of $405,987 in 1995.  This increase and the overall loss
can be attributed directly to the Company's livestock equipment handling segment
while the water and  environmental  products  segment  increased its profits and
sales.                                                                          

     Total Sales  declined from  $15,563,461  in fiscal 1995 to  $14,512,234  in
fiscal  1996,  $1,051,227  or  6.76%.  Total  sales in the  livestock  equipment
handling  decreased  $1,348,553  from  $8,870,970 in 1995 to $7,522,417 in 1996,
while  total sales in the water and  environmental  products  segment  increased
$297,326.                                                                       

     The decline in livestock  handling  equipment  sales can be  attributed  to
lower sales of $893,320 by Eagle and $455,233 by W-W Manufacturing.  The overall
decrease in sales to Eagle's and W-W  Manufacturing's  dealers and  distributors
were offset by higher sales of  "specials".  Special  sales consist of equipment
sales to fairs,  expo centers,  rodeos and  universities.  It is estimated  that
special  sales  comprised  approximately  $1,200,000  to $1,500,000 of the total
sales in the livestock equipment handling segment.                              

     During the third and fourth  quarter of the year,  Eagle  reintroduced  its
feed  equipment and W-W  Manufacturing  introduced  its new lower priced line of
Wrangler and Cowhand  gates and panels.  Sales of these  products  have not been
what Management had predicted because of production  problems and lack of demand
from customers,  due to historically low beef prices. Special sales of livestock
handling  equipment has been strong during the first quarter of fiscal 1997, but
traditional sales to dealers and distributors have been flat but have started to
strengthen in the last part of the first  quarter.  Cattle  prices  continued to
show upward  movement during the fall and are expected to hold through the year.
This will  dramatically  effect the traditional sales to dealer and distributors
and along with new product  improvements  and  introduction  of new products the
Company is expecting sales to improve over 1996 levels.                         

     The Company is presently  exploring new products to sell through its dealer
and Distributor network.  These products not only will increase sales, but sales
of these  products will not be effected,  when beef prices  decline  again.  The
Company is introducing water stock tanks, dog kennels and new shelters and barns
for horses.  The Company is also  negotiating  with a high tech  company  making
ultra-sound equipment for cattle. This product will help the feeder and feed lot
greatly  reduce its  feeding  cost per animal by  analyzing  its back fat level,
therefore,  allowing shipment to the packer at the optimal time. If negotiations
are successful,  the Company would have exclusive right to sell this product for
an extended  period of time before any other companies would be allowed to offer
it for sale.                                                                    

     While  sales  increased  overall  in the water and  environmental  products
segment, sales of water well supplies actually declined. This decline was offset
by  increases  in sales of  manufactured  goods  such as flush  joint PVC screen
casting,  and its new product  slotted  high-density  polyethylene  pipe for the
horizonal  drilling  market.  The  decline  in sales of water well  supplies  is
directly  related to wet weather  experienced  in Nebraska,  Kansas and Oklahoma
during the year.  Decline in spending by both the Federal and State agencies had
hurt sales of well  monitoring  equipment.  But this  decline has been offset by
stronger demand for manufactured products by customers in the private sector and
development of new markets such as the mining  industries,  and waste  treatment
areas,  which are realizing  new market for Titan.  It is  anticipated  the 1997
sales will improve slightly over 1996 sales levels approximately 2% to 3%.      

     Gross profit  margins  declined from 19.74% in 1995 to 16.63% in 1996.  The
livestock handling equipment segment operated at a 18.78% gross profit margin in
1996 as compared to a 21.23% in 1995, while the water and environmental  segment
had a gross profit margin of 16.62% in 1996 as compared to 17.76% in 1995.      

     The decline in the gross profit margin in the livestock  handling equipment
is due to Eagle's gross profit margin  dropping from 3.36% in 1995 to (4.32)% in
1996,  while W-W  Manufacturing  declined from 29.29% in 1995 to 22.54% in 1996.
These  declines can be  attributed to several  items;  higher steel and welding,
supply costs,  but with oppressed  market  conditions these cost increases could
not be passed on to customers,  fixed costs remained  relatively  constant while
sales declined by 17.93% and "specials"  comprised a greater percentage of total
sales and  specials  have  historically  have lower gross  profit  margins.  The
Company has taken steps to reduce its manufacturing cost, and improve margins.  

     The 1.14%  decline in gross profit  margins in the water and  environmental
products  are  increases in the price of PVC pipe which Titan could not pass the
total increase through to its customers.                                        

     Selling  expenses as a percentage  of sales  increased to 9.4% in 1996 from
8.07% in 1995.  Traditionally,  the livestock  handling equipment has had higher
selling  expense,  13.16% in 1996 as compared to 10.59% in 1995,  while  selling
expense  in  water  and  environmental  products  amounted  to  5.35% in 1996 as
compared to 4.74% in 1995. A portion of the increase in selling expenses in both
segments is  attributable  to the  Companies  efforts to develop new dealers and
distributors  and expand its selling  areas to new markets not  presently  being
covered.  The  increase in livestock  handling  equipment  selling  expense is a
function  of several  factors.  The Company in its efforts to expand its markets
had to improve its product literature and selling  materials.  The Company spent
considerable money on product videos, new sales books and sales aids. To promote
its new products,  the Company increased its advertising and show expense.  High
cost  relative to following up the over selling of products when the Company was
being  represented  by  Agri-Sales.  Sales  salaries  have  remained  relatively
unchanged,  while  sales have been lower due to beef  prices.  Only one of seven
salesmen in the livestock  handling equipment is on a base plus commissions with
the remaining salesmen on fixed salaries.                                       

     General and administrative expenses decreased by $278,676 in fiscal 1996 as
compared to fiscal 1995.  The majority of this decline can be  attributed to the
$157,785 difference bad debt expense between fiscal 1996 and 1995. During fiscal
1995,  management  increased the allowance for doubtful  accounts by $181,000 in
the water and  environmental  products  segment.  Of the  remaining  decrease of
$120,891, legal expense accounted for $63,992 of the decrease.                  

     Interest expense remained basically unchanged even though the interest rate
on the Companies line of credit and equipment  lines  declined  during the year,
approximately 1% during fiscal 1996. The reason interest expense did not decline
more is the fact that average debt outstanding during the year was higher during
fiscal 1996 than  fiscal  1995 even though at year end the total debt  decreased
$9,249.                                                                         

     Management has and is taking the following  steps to insure it can meet its
obligations as they come due. The livestock segment has traditionally  generated
an overall profit as a segment. With past years decline in beef prices,  drought
conditions  in three of the largest  market areas of the segment and record high
grain prices, the market for traditional cattle equipment was non-existent.  The
Company saw the market  conditions  declining and took steps to broaden its line
with products that could sell in down market  conditions.  Development  of these
products took time and money, but management felt it was necessary steps to take
not knowing how long the market  downturn  would last.  The Company felt to stay
competitive  in the short  and  long-term,  the  product  mix had to be  changed
allowing for faster turnover of lower priced products. Management also felt that
to maintain  sales  volumes,  new  customers and markets would have to be sought
out.  The Company  took a bold stand to ensure a  long-term  place in the market
place by expanding its product line.                                            

     These  steps took time and money and  expenses  related to these moves were
higher than expected. The Company feels as new customers continue to come on and
the new products  penetrate the market,  the Company will start to see sales and
operating  profits  increasing.  There  is  two  ways  to  increase  profits  by
increasing sales previously discussed and cutting costs. The Company has reduced
some fixed selling  expenses in the fall of 1996 and has reduced  administrative
costs. To increase gross profit  margins,  the Company sought out new sources of
steel which is the  largest  component  of cost of goods  sold.  The Company has
successfully found a new supplier,  who's steel prices will reduce steel cost by
approximately  10%. Benefit from this will not be realized until the second half
of fiscal 1997. Labor efficiencies are being reviewed and new ways of production
are being  looked at to reduce cost. A new wash and paint system has been put in
place allowing for less overall paint cost and an improved finished product.  If
market conditions improve,  sales should increase and with lower material costs,
the Company feels this segment could return to overall  profitability  in fiscal
1997.                                                                           

     Management  is reviewing  ways to reduce cost at all levels of the Company.
With  the  centralizing  accounting  to the  Corporate  head  quarters  from the
subsidiaries,  it is determined  that the Company has excess  office space.  The
Company is  looking  at  relocation  to less  space at a lower  cost.  All other
overhead cost are being reviewed and  management  will be taking steps to reduce
costs where applicable and necessary.                                           

     Eagle  Enterprises,  located  in the  eastern  market  is  presently  being
reviewed to determine  the best use of this  facility.  The  Company's  cost and
break-even  level has been  reduced.  With the downturn in the market and sales,
the  Company  has not been  able to feel the  effect  of  these  changes.  It is
anticipated  that  with the  introduction  of new  product  sales  and if market
conditions  improve  Eagle  could  operate at least  break-even  and even have a
chance to be  profitable.  Continued  weakness in beef prices will  depress both
sales and profits in this  segment.  Prior to June 30, 1996,  operating  profits
from W-W  Manufacturing  have been sufficient to offset the continual  operating
losses  from  Eagle.  Eagle's  operating  losses for the last two years have not
reflected  its  proportionate  share of selling and  general and  administrative
costs, which are being absorbed by W-W Manufacturing, and still has not operated
at a profit.  The Company's  operating results for fiscal 1997 will be dependent
upon sales and profits from its livestock handling equipment segment. Due to the
overall weakness in the cattle industry because of low beef prices,  the Company
can not predict  whether or not this  segment  will  generate a profit in fiscal
1997.                                                                           

     It is  anticipated  the sales and profits from the water and  environmental
products  segment  to be  similar to fiscal  1996  levels in fiscal  1997 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. But it
is not expected  that this segment can  generate  enough  earnings to offset any
substantial operating loss in the livestock handling equipment segment.         

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Fiscal Year Ended June 30, 1995 Compared to Fiscal Year Ended June 30, 1994:    

     The Company  incurred a net operating loss of $135,389  before realized and
unrealized  loss on real  estate held for sale in 1995 as compared to a net loss
of $210,669 in 1994. Included in the current year's loss of $405,987 is a charge
to  operations of $270,598  which  represents a realized loss of $195,598 on the
sale of the Company real estate in Grand  County  Colorado and write down of its
investment in real estate in Johnson  County Texas of $75,000  reducing the book
value to  $373,960.  The  Company  has  listed the Texas  property  for sale for
$400,000.  Management  does not expect to incur any additional  material  losses
from the sale of the  Texas  property.  The  water  and  environmental  products
segment  had a charge to  operations  to increase  the  allowance  for  doubtful
accounts totaling $181,000 in the fourth quarter.  The Company has tightened its
credit policies and terms so such large charges do not happen in the future.    

     Overall  revenues  decreased from $16,659,136 in fiscal 1994 to $15,563,461
in fiscal 1995, a decline of $1,095,675 or 6.6%. This decline was a result of, a
decrease in livestock handling equipment of $2,498,856, while sales increased by
$1,403,181  in water and  environmental  products  segment.  The  decline in the
livestock  handling  equipment  was a  result  of a drop in  sales  by  Eagle of
$1,628,359  and $870,506 by W-W  Manufacturing.  Eagle's  decline in sales was a
result of the elimination of various Eagle livestock feeding equipment which had
not been  profitable  and overall  concern in the cattle  industry  about cattle
prices.                                                                         

     A  portion  of the  sales  in  the  water  and  environmental  products  is
attributable to the acquisition of Wholesale Pump and Supply,  Inc.  (Wholesale)
of Oklahoma City,  Oklahoma,  which was acquired on October 15, 1993.  Wholesale
operates as a division of Titan and  represents  $520,010 of the net increase in
sales in the water and environmental products.                                  

     It is anticipated that sales in the livestock  handling  equipment  segment
will  improve in fiscal 1996.  This  expected  sales  increase is based upon the
following items: increased sales orders in "special sales",  increased marketing
efforts  in the  upper  midwest  and  areas  west  of the  Rocky  Mountains  and
reintroduction of certain of Eagle's feeding equipment during the second quarter
of 1996.                                                                        

     Based  upon  estimates  it is  anticipated  the 1996 sales in the water and
environmental products will be comparable to the 1995 sales with little increase
in sales.  This is because the majority of the sales in this  division is in the
midwest and weather  conditions  have hurt sales in the spring and summer months
of 1995. During 1995, the Company  established new distributors on both the east
and  west  coasts  to  expand  its  market  area so that  weather  and  economic
conditions will not have a major impact on sales.                               

     Gross profit  margins  decreased  slightly from 21.12% in 1994 to 19.74% in
1995 on an overall company basis. The livestock handling equipment operated at a
21.23% gross profit  margin in 1995 as compared to 18.91% gross profit margin in
1994, while the water and  environmental  earned a gross profit margin of 17.76%
in 1995 as compared to 21.17% in 1994.                                          

     The  increase  in the gross  profit  margin in the  livestock  handling  is
principally due to the improvement in Eagle's  operations which attained a gross
profit  margin  of  (.84)%  in 1994 as  compared  to 3.36% in  1995,  while  W-W
Manufacturing's  gross profit margin  decreased from 31.33% in 1994 to 29.29% in
1995.  The increase in Eagle's gross profit margin is due to the  elimination of
slower-turning  and  non-profitable  Eagle products and the manufacturing of W-W
Manufacturing traditional equipment.  Additionally,  W-W Manufacturing and Eagle
has not been  able to pass  through  increases  in steel  and  plastic  to their
customers.  Eagle has  operated at a net loss since the Company  acquired it. In
August 1994, the Company  implemented a new business plan for Eagle.  As part of
the  plan  Eagle  reduced  its  work  force  by  36  employees  and   eliminated
slower-turning  and non-profitable  Eagle products and began  manufacturing W- W
Manufacturing  traditional  equipment.  This equipment requires less labor hours
and sells at higher profit margins. Since the implementation of the new business
plan  and new  products  manufactured  by  Eagle,  Eagle  has  made  significant
improvement in operational  efficiencies.  Even though Eagle incurred  operating
losses of  $208,098  for the  fiscal  year ended  June 30,  1995,  approximately
$171,000 of this loss was  realized  in July and  August.  During that period of
time,  Eagle had small operating  profits in September and December while losing
$81,286 in October and November due to less than  breakeven  production  volume.
Eagle generated an operating  profit of $34,243 during the six months ended June
30, 1995.  This operating  profit is a result of an improved gross profit margin
and  lower  expenses  due to the  allocation  of  costs  between  Eagle  and W-W
Manufacturing. The reduction in expenses is a result of Eagle's operations being
scaled  back  to  be  a  manufacturing   and   distribution   facility  for  W-W
Manufacturing for traditional equipment in the east and southeast regions of the
United States.  Therefore,  the majority of general,  administrative and selling
expenses of the  livestock  handling  segment are  reflected on the books of W-W
Manufacturing. As Eagle's production volume and gross profit margin continues to
increase  through the  acceptance  of the W-W line of  equipment in the east and
southeast, management anticipates Eagle will continue to improve. The ability to
continue  to gain in market  share in this  region is critical to the success of
Eagle.  With its marketing  and sales  strategy and new sales staff in place for
this  segment,  it is  anticipated  that  profitability  and gross  margins will
continue to improve as sales are  expanded  to new  territories  not  previously
covered.  During the last six months of the year Eagle  averaged a gross  profit
margin of 10.38%.                                                               

     The 3.41%  decline in gross profit  margins in the water and  environmental
products is due to two factors:  increases in sales volume and  efficiencies has
not  offset  the  additional  manufacturing  overhead  associated  with  the new
manufacturing facility and price competition. Management is reviewing production
costs and reduced  production  personnel by three employees in order to increase
gross profit margins.                                                           

     Selling  expenses as a percentage  of sales  declined to 8.07% for the year
ended June 30, 1995 as compared to 11.75% for the year ended June 30, 1994. This
decline is due to increase in sales in water and environmental products segments
which had lower  selling  expenses,  while sales have  declined in the livestock
handling equipment segment which has traditionally higher selling expense.      

     It is anticipated  that selling expenses will increase during the next year
now that W-W  Manufacturing  has its sales force in place for the full year. The
Company has hired eight salesmen to replace Agri-Sales  Associates  (Agri-Sales)
which handled the sales in the livestock handling equipment prior to October 26,
1994.                                                                           

     General and  administrative  expenses  increased  $71,185 in fiscal 1995 as
compared to fiscal 1994.  This increase can be attributed to bad debt expense in
the  water  and   environmental   products   segment  while  other  general  and
administrative  has  decreased.  During  fiscal 1995,  management  increased the
allowance  for doubtful  accounts by $181,000 in this  segment.  The problems in
Titan's accounts receivable came to light as the Company continues to centralize
accounting at its Corporate  office in Colorado.  Management has established new
credit policies for Titan and is closely monitoring accounts receivable.        

     Interest  expense  increased by $99,956 in fiscal 1995 as compared to 1994.
This increase is a result of higher  interest  rates and increased  borrowing to
finance inventory and fixed asset acquisitions.                                 

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Fiscal Year Ended June 30, 1994 Compared to Fiscal Year Ended June 30, 1993:    

     Overall  revenues  increased from $13,532,260 in fiscal 1993 to $16,659,136
in fiscal 1994, an increase of  $3,126,876  or 23%.  Cost of revenues  increased
from  $10,273,590  in fiscal 1993 to  $13,134,352 in fiscal 1994, an increase of
$2,860,762 or 27.8%.  Cost of revenue as a percent of sales increased from 75.9%
in fiscal 1993 to 78.8% in fiscal 1994. The principle  reason for the decline in
gross profit margin is attributable to the operations of Eagle Enterprises which
incurred  greater  losses  in  fiscal  1994.  The  earnings  and  sales  of  W-W
Manufacturing and Titan Industries remained strong in fiscal 1994.              

     Total selling,  general and  administrative  expenses increased $210,454 as
compared to the  corresponding  year.  Selling  expenses  increased  $220,455 in
fiscal  1994,  while  general and  administrative  expense  declined by $10,001.
Increase  in  selling  expenses  are  attributable  to the  Company's  livestock
handling   product   group.   In  an  effort  to  further   reduce  general  and
administrative  expenses,  and  improve  controls  the  Company  has  started to
centralize  the  accounting   functions,   of  its   subsidiaries  at  corporate
headquarters in Northglenn, Colorado.                                           

     The Company  reduced its loss before the  cumulative  effect of  accounting
charge from $353,150 to $177,404.  Effective July 1, 1994,  the Company  adopted
SFAS No 109,  Accounting  for Income Taxes.  The change in accounting  principle
reduced the loss in fiscal 1994 by $63,604.                                     

     Depreciation  and  amortization  increased  from $270,635 in fiscal 1993 to
428,201 in fiscal  1994,  an increase  of 58.2%.  Of the  increase of  $157,566,
depreciation  of property,  plant and  equipment  accounted  for  $112,768  with
remaining  balance  relating to  amortization  of  intangibles.  The increase in
depreciation corresponds to the Company's investment in equipment during 1994.  

     Interest  expense  increased  $73,981 in fiscal  1994 as compared to fiscal
1993.  This  increase  is a result  of  higher  interest  rates  and  additional
borrowing to finance  capital  improvements  and  increased  inventory to handle
increases in sales.                                                             

     The  livestock   handling   equipment   segment's  revenue  increased  from
$9,650,234  in  fiscal  1993 to  $11,369,826  in fiscal  1994,  an  increase  of
$1,719,592 or 17.8%. The increase was primarily due to strong dealer  acceptance
of products,  expansion of the  distributor  network and a strong  commitment to
promoting  products  at  trade  show  and  seminar  demonstrations.   Management
anticipates  sales to remain strong  through  fiscal 1995 and  profitability  to
improve.                                                                        

     The operating  earnings in livestock handling equipment group declined from
$503,370  in fiscal  1993 to  $249,589  in fiscal  1994.  The drop in  operating
earnings  is a result  of the  operations  of  Eagle  Enterprise  (Eagle)  which
generated  an  operating  loss of  $534,283  while W-W  Manufacturing  generated
operating  earnings of $783,872.  The cattle feeding  equipment  manufactured by
Eagle  is  more  direct  cost  intensive  than  the  cattle  handling  equipment
manufactured by W-W  Manufacturing.  Additionally,  two large customers of Eagle
are Farmer  Cooperatives which require drop shipments,  of products,  to various
locations.  These drop shipments  increase the freight and handling costs of the
products sold.                                                                  

     In August 1994, the Company  implemented a new business plan for Eagle.  As
part of the plan Eagle reduced its work force by 36  employees.  Eagle is in the
process  of  eliminating  slower-turning  and non-  profitable  products  in the
product line and will concentrate on manufacturing W-W Manufacturing traditional
equipment at its Tennessee plant. Historically,  W-W Manufacturing's traditional
equipment  requires less labor hours to build and sells at higher profit margin.
Based upon the preliminary  operating  results of Eagle during the first quarter
of fiscal 1995, profit margins and cash flow are improving, but overall Eagle is
still operating at a loss due to the slowness of season and the temporary season
decline on the cattle market. It is managements  belief that Eagle will generate
profits  or a worst  case  breakeven  a it moves  into the busy fall  winter and
spring selling season for livestock  equipment.  If Eagle does not begin to show
operating  income during the second quarter of fiscal 1995,  management  will be
forced to take additional steps to curtail Eagle's operating losses.            

     W-W Manufacturing  continues to show strong sales and profits. During 1994,
W-W  Manufacturing  introduced two new products,  hydraulic  chute and the large
animal  hospital bed.  Even though these  products had high start up costs which
reduced  gross  profit  margins,  the  products  are  now  showing  very  strong
acceptance by our customers.                                                    

     In  April  1994,  W-W  Manufacturing  and  Eagle  sent  written  notice  to
Agri-Sales Associates (Agri-Sales) that the Companies will not renew their sales
and  marketing  agency  agreement  with  Agri-Sales  when the two  year  initial
contract  term  expires  on  October  26,  1994.  Management  estimates  that by
developing  its own sales force,  W-W  Manufacturing  and Eagle can reduce sales
commissions  by  approximately  3 to 4% or  $340,000  to  $450,000,  which would
increase the Company's  operating  profits.  Agri-Sales has informed the Company
that under the contract, W-W Manufacturing and Eagle can not terminate the sales
and  marketing  agreement  until May 26, 1995.  On October 5, 1994,  the Company
filed a lawsuit  in the  Sixteenth  Judicial  District,  District  County,  Ford
County,  Kansas,  asking the Court for  declaratory  judgment and a  preliminary
injunction against Agri-Sales to resolve the issue.                             

     Revenues in the water and  environmental  products  group  increased  36.8%
during  fiscal 1994 when  compared to revenues of  $5,289,310  in fiscal 1993 to
$3,882,026  in  fiscal  1994.   Approximately  $864,900  of  the  $1,407,280  is
attributed to acquisition of Wholesale Pump and Supply,  Inc.  (Wholesale Pump),
of Oklahoma City,  Oklahoma.  On October 15, 1993, the Company  acquired certain
assets of Wholesale Pump and the results of its operations from October 15, 1993
have been included in the Company's operations. The balance of the increase is a
result of Titan's effort to improve its distributor network and expand its trade
area for its environmental  products.  Demand for Titan's manufactured  products
continues to grow which placed a strain to its manufacturing  capacity.  To meet
the need for greater manufacturing  efficiency and capacity,  Titan broke ground
on a new 25,000  square foot  facility in June 1994 in Paxton,  Nebraska.  It is
expected that the new facility will be competed in November or December of 1994.
Operating earning in the water and  environmental  products group increased from
$342,093 in fiscal 1993 to $451,281 in fiscal 1994,  an increase of 32% which is
consistent with the increase in revenues.                                       

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.  

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Liquidity and Capital Resources:                                                

     The  Company's  principal  sources of liquidity  are  borrowings  under its
credit  facilities and from  internally  generated  funds. At June 30, 1996, the
Company is in  violation  of certain  loan  covenants  with both First  American
National  Bank and Bank IV Kansas.  The Banks have not  declared  the Company in
default and have allowed the Company to remain in violation of these agreements.
Subsequent  to year end,  Bank IV Kansas  indicated  that the Bank would grant a
waiver of the net worth requirements,  if the Company, among other things, would
have each  subsidiary  guarantee the loans of its  affiliates in addition to W W
Capital  Corporate  guaranty and all revolving  equipment  lines are immediately
frozen at current  levels and repayment  schedules  with no new  advances,  with
these  notes  rewritten  into  standard  term  notes at  renewal  with terms and
conditions to be  determined  at that time.  The Company has agreed to Bank IV's
request.                                                                        

     At June 30, 1996,  the Companies had unused lines of credit of $116,000 and
presently the revolving equipment lines have been frozen. Subsequent to year end
the Company borrowed $50,000 of the unused line of credit.                      

     During the past three years,  the Company has  liquidated  part of its real
estate assets and borrowed funds to finance  operations,  accounts  receivables,
inventory  and pay  heavy  legal  costs.  The  $440,219  collection  of the note
receivable  from sale of real  estate  in  February  1996 and  other  borrowings
provided  funds for  operations  during 1996.  To meet the  Company's  operating
requirements  for fiscal 1997, the Company must become  profitable or operate at
break even basis.  It is expected that following  items will provide  additional
funds to enable the Companies to meet its obligations.                          

     The  Company  owns 95 acres of  undeveloped  real estate in Texas which has
been listed for sale for $400,000.  The Company has considered  developing  this
real estate and selling the lots either via a joint venture or stand alone basis
because the  Company  would  realize  more value than  selling the land.  It was
estimated the Company and/or joint venture would need approximately  $150,000 to
start the  development  of this  property.  The Company is  presently  reviewing
several  joint  venture  possibilities  whereby the joint  venture  partner will
provide the  development  funds and the Company will provide the land.  Based on
preliminary  plans the land would be divided into 30 2.5 acre parcels  selling  
for  approximately  $40,000 per lot.  Total  development  cost is  estimated  at
$300,000 to $350,000.  It is anticipated that completion of the project would be
12 - 18 months from  inception.  The Company  plans to start the project  during
third quarter of the current fiscal year if the Company can fund a joint venture
partner.  The above  project  is  dependent  upon  successfully  negotiating  an
agreement with one of the joint venture partners.  At this time management feels
this can be  accomplished.  The land  continues  to be  offered  for sale  while
development negotiations continue.  Presently the Company is unable to determine
when this property might be sold.                                               

     The Company has a note  receivable,  secured by a trust deed, which becomes
due December 1, 1996. It is  anticipated  that this note will be paid in-full by
its due date or at a minimum a partial payment with the note extended..         

     The Company is presently  negotiating with Agri-Sales to settle the lawsuit
regarding  W-W  Manufacturing  and Eagle not renewing  their sales and marketing
agency  agreement  with  Agri-Sales.  The Company has offered to pay  Agri-Sales
$180,000 with the initial  payment of $30,000  payable,  upon final judgement in
The March Group law suit (see Item 3) and semi annual  payments of $25,000 until
paid in-full, with zero percent interest.                                       

     The Company has  determined  that a significant  amount of paint located at
its  Tennessee  facility,  must be  disposed  of to  comply  with  environmental
regulations. The Company has estimated a range of $10,000 to $45,000 as the cost
to dispose of this paint  based upon  managements  estimate  and the actual cost
incurred  subsequent  to June 30,  1996,  to  dispose  of the most  contaminated
barrels of paint.  The Company has accrued $10,000 of this charge as a liability
in the accompanying financial statements.                                       

     Profitability or at least breakeven is imperative for the Company in fiscal
1997. With depreciation  expense representing the major fixed non-cash cost, the
Company  feels that with expected  improved  sales from new products and reduced
general and administrative expenses and legal fees, that the Company can produce
cash flow and move towards  generating a profit.  The Company expects Bank IV to
renew its loans with the Company in December 1996,  with some  modifications  to
the present loan terms.  There is no assurance  that the Banks will  continue to
allow the Company to remain in violation of loan covenants.                     

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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, 1996 and                             
June 30, 1995  . .  . .  . .  . .  . .  . .  . .  . .  .    .    .    F-2       

Consolidated Statements of Operations for the years                             
ended June 30, 1996, 1995 and 1994   .  . .  . .  . .  .    .    .    F-4       

Consolidated Statements of Stockholders' Equity for                             
the years ended June 30, 1996, 1995 and 1994   .  . .  .    .    .    F-5       

Consolidated Statements of Cash Flows for the years ended                       
June 30, 1996, 1995 and 1994  . .  . .  . .  . .  . .  .    .    .    F-6       

Notes to Consolidated Financial Statements   . .  . .  .    .    .    F-9       

Financial Statement Schedules:                                                  

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

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

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

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

Not Applicable                                                                  

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 21, 1996, and their business  experience during the prior
five years.                                                                     

     DAVID L.  PATTON,  age 65,  was  elected to the Board of  Directors  of the
Company in December 1991, and Chairman of the Board in December 1993. Mr. Patton
is a partner  with the law firm of Patton,  Kerbs & Hess in Dodge City,  Kansas.
Mr. Patton was a founder of Titan Industries,  Inc.,which is currently  operated
as a wholly-owned subsidiary of the Company.                                    

     STEVE D. ZAMZOW,  age 48, 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 48,  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.  Mr.  Webster  is the  brother of Mickey J.
Winfrey, Executive Vice President-Administration, Secretary and Treasurer of the
Company.                                                                        

     THOMAS W.  HEMPHILL,  age 64,  became a director of the Company in December
1991 and served until his  resignation  July 31, 1996.  Since 1986, Mr. Hemphill
has assisted the  management of the Company in corporate  planning and training.
Mr.  Hemphill has been an  independent  business  consultant  since  leaving the
employment of Security Pacific Corporation in 1975 as Senior Management Advisor.
Mr. Hemphill was a pioneer in the introduction of private mortgage  insurance in
the early 1960's and served as President of Excel  Investment  Company from 1966
to 1975.                                                                        

     EDWARD J. WADE, age 42, became a director of the Company in 1993 and served
until his resignation August 23, 1996. Mr. Wade is a practicing Anesthesiologist
of Pain Anesthesia and Control Care Services, P.A. in Wichita,  Kansas. Mr. Wade
received his M.D.  from the  University of Kansas School of Medicine in 1980 and
his residency and internship through the University of Utah, School of Medicine,
Salt Lake City,  Utah in 1992.  Mr.  Wade then  received  his Chief  Resident of
Anesthesiology with the University of Utah of Salt Lake City, Utah in 1986.     

     JAMES H. ALEXANDER,  age 58, has been nominated to become a Director of the
Company.  Since 1992, Mr.  Alexander has been a member of the Board of Directors
of Zykronix, Inc. and presently is the                                          

Item 10. Directors and Executive Officers of the Registrant, Continued

     Chief Operating  Officer.  Mr. Alexander is also 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.     

     MICKEY J. WINFREY, age 41, became Vice President-Administration,  Secretary
and  Treasurer  of the Company in 1988.  Ms.  Winfrey  had been  employed by the
Company's subsidiary,  W-W Manufacturing Co., Inc., from 1973 to 1990, where she
has held positions as  secretary/receptionist,  payroll clerk, head of personnel
and office manager.  Ms. Winfrey is the sister of Millard T. Webster, a director
of the Company.                                                                 

     ROBERT W. CLAAR, age 43, joined the Company in June 1994 and was elected as
the Company's  Chief Financial  Officer and Vice President.  Mr. Claar graduated
from the University of Nebraska and has spent sixteen years in public accounting
and was an audit  partner for eight of those years.  Mr. Claar has had extensive
SEC reporting  experience,  as well as experience in serving  manufacturing  and
distribution clients.  Prior to entering public accounting,  Mr. Claar owned and
operated his own business in Central Nebraska.                                  

Item 11. Executive Compensation                                       

     The following table sets forth the cash compensation paid or accrued during
the fiscal  years ended June 30, 1996,  1995 and 1994,  to the  Company's  Chief
Executive  Officer,  No other  executive  officer  received  cash in  excess  of
$100,000.                                                                       

                                                                · Download Table


                                                              Other                 
                                                              Annual     All Other  
Name and Principal Position  Year    Salary      Bonus    Compensation  Compensation
                                                                                    
Steve D. Zamzow, .........   1996   $119,166   $ 8,526 (b)   $  --    $  2,284 (a)  
President, Chief Executive   1995    110,000    17,000 (b)      --      19,024 (a)  
Officer and Director .....   1994     81,766        --          --          --      
<FN>                                                                                

     (a) Includes  accrued  vacation and  compensated  absences  earned in prior    
years and paid during June 30, 1995, and 1996 respectively.                         

     (b) Bonus amount earned prior to 1994 and paid during subsequent years.        

</FN>                                                                               

Option Grants in Fiscal Year 1996                                               

     During the fiscal year ended June 30, 1996, the Company did not grant stock
options to the executive officers.                                              

Aggregated Option Exercises in Fiscal Year 1995                                 

     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,  1996  and the  value of the
unexercised stock options at June 30, 1996.                                     

                                                        · Enlarge/Download Table


Item 11.              Executive Compensation, Continued                                            

               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, 1996    June 30, 1996          
                          on          Value                 Exercisable/    Exercisable/           
Name                   Exercise      Realized (1)          Unexercisable    Unexercisable(1)       
                                                                                                   
Steve D. Zamzow          ---            ---                 116,666 (E)    $     ---               
  President,  Chief      ---            ---                  33,334 (U)    $     ---               
   Executive Officer                                                                               
   and Director                                                                                    
<FN>                                                                                               

(1)  The option exercise price ranging from $0.75 to $1.50 per share which exceeded the fair market
     value of the underlying common stock on June 30, 1996.                                        
</FN>                                                                                              

 Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth as of October 21, 1996, 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:      

                                                        · Enlarge/Download Table


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                    117,103(3)                    1.99%                                    
4112 Sherman Court                                                                                        
Ft. Collins, CO  80525                                                                                    

Millard T. Webster                 271,469(4)                    4.60%                                    
2321 Hart Avenue                                                                                          
Dodge City, KS  67801                                                                                     

Thomas W. Hemphill                 110,500(5)                    1.87%                                    
615 30th West                                                                                             
Eugene, OR  97405                                                                                         

     Item 12. Security  Ownership of Certain  Beneficial  Owners and Management,                          
Continued                                                                                                 

David L. Patton                    986,986(6)                    16.70%                                   
1003 Central                                                                                              
Dodge City, KS  67801                                                                                     

Edward J. Wade                     221,684(7)                    3.75%                                    
10918 East 13th Street                                                                                    
Wichita, KS  67206                                                                                        

James H. Alexander                      *                          *                                      
762 Owl Court                                                                                             
Louisville, CO  80027                                                                                     

All officers and directors       1,983,518(8)                   33.60%                                    
as a group (9 persons) (See                                                                               
Footnotes 1 through 9)                                                                                    

Apex Realty Investments, Inc.      328,241(9)                    5.56%                                    
c/o Nicholas L. Scheidt                                                                                   
PO Box 33724                                                                                              
Northglenn, CO  80233-0724                                                                                
<FN>                                                                                                      

     (1) The  business  address of all  officers  and  directors  is 11990 Grant                          
Street, Suite 400, Northglenn, Colorado 80233.                                                            

     (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  116,666 shares  subject to incentive  stock options which are                          
exercisable within sixty days of the date hereof.                                                         

     (4) Includes  15,000  shares  subject to incentive  stock options which are                          
exercisable within sixty days of the date hereof.                                                         

     (5) Includes 45,500 shares subject to non-qualified stock options which are                          
fully vested and exercisable.                                                                             

     (6) Includes  582,811 shares held in joint tenancy with Mr.  Patton's wife,                          
900 shares held in a trust in which Mr.  Patton has the right to vote and 47,500                          
shares  subject  to  non-qualified  stock  options  which are fully  vested  and                          
exercisable.                                                                                              

     (7) Includes 30,000 shares subject to non-qualified stock options which are                          
fully vested and exercisable.                                                                             

     (8) Includes 281,016 shares subject to stock options which are fully vested                          
and exercisable.                                                                                          

     (9) Includes 5,000 shares subject to non-qualified  stock options which are                          
fully vested and exercisable.                                                                             
</FN>                                                                                                     

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, an 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,  1995,  $23,028  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 the fiscal  year ended  June 30,  1995,  $60,000  was paid by the
Company under the lease.                                                        

     Millard T.  Webster,  a director  of the  Company,  Mickey J.  Winfrey,  an
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.                                              

     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).                                 

     On October 26, 1993, the Company  acquired all of the outstanding  stock of
Eagle in exchange  for 325,000  shares of its common  stock.  Eagle was owned by
Jerry R. Bellar,  who is now a 4.1%  stockholder of the Company.  As a result of
the acquisition of Eagle, the Company acquired a note payable to Mr. Bellar.  On
January 24, 1994,  Eagle agreed to become a co-borrower  with Mr.  Bellar.  Said
note  was  used to  refinance  Eagle's  note  payable  to him in the  amount  of
$119,847. This note was paid in-full in January 1996.                           

     At June 30, 1996, the Company has a receivable form Agri-Sales and/or Jerry
Bellar in the amount of $132,221.  This balance  represents  accounts due to the
Company  relating  to  the  March  Group,   Inc.  law  suit  and  Liberty  Metal
Fabrication,   Limited   lawsuit   (see  "Legal   Proceeding"   for   additional
information).                                                                   

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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, 1996 and June 30, 1995.    

     Consolidated  Statement  of  Operations  for the years ended June 30, 1996,
1995 and 1994.                                                                  

     Consolidated Statement of Stockholders' Equity for the years ended June 30,
1996, 1995 and 1994.                                                            

     Consolidated  Statement  of Cash Flows for the years  ended June 30,  1996,
1995 and 1994.                                                                  

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

Schedule I - Condensed Financial Information of Registrant            

(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).                                                           

          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).                                                           

          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 (filed herewith).                 

21.0 Subsidiaries of the Registrant (filed herewith).       

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.                                   

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Exhibit 10.19   

September 17, 1996                                                              

                                                               Bank IV

Mr. Steve Zamzow, President                                                     
Mr. Robert W. Claar, CFO                                                        
WW Capital Corporation                                                          
11990 Grant Street                                                              
Suite 400                                                                       

Northglenn, CO 80233                                                            

Gentlemen:                                                                      

     Thank  you for your  letter  dated  September  4, 1996  advising  us of the
resignations  of Directors  Hemphill and Wade.  Please keep us informed on their
replacements.                                                                   

     Your letter  confirmed  that you are in violation of your loan covenant due
to the fact that year to date losses have  reduced your  consolidated  net worth
below the required  $2,850M.  Your traditional cash flow is not expected to meet
the goal of 1.20/1 debt service coverage.  The bank is willing to grant a waiver
of the net worth requirement under the following conditions:                    

     1. WWC will  provide  the bank with a detailed  breakeven  analysis on both
Eagle  Enterprises,  Inc. and WW Manufacturing,  Inc. This analysis should break
out revenue  volumes  required  for the  companies to  breakeven  given  various
combinations of product mixes.                                                  

     2. WWC currently guarantees the loans to the respective  subsidiaries.  Our
counsel has requested that each subsidiary guarantee the loans of its affiliates
in addition to the holding company's guaranty.                                  

     3. All revolving  equipment lines are immediately  frozen at current levels
and repayment schedules with no new advances. These notes will be rewritten into
standard term notes at renewal with terms and conditions to be determined at the
time we review the operating lines for renewal.                                 

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     4. A twelve month proforma  consolidated  Profit & Loss Statement  shall be
provided the bank which breaks out and details monthly holding company  expenses
separately from other expenses.                                                 

     If you find these conditions  acceptable,  please sign the  acknowledgement
below and return a copy to me as soon as possible.  Upon the bank's satisfactory
receipt of items #1,  #2,and #4 our waiver of the net worth  covenant will be in
effect.                                                                         

Should you have questions regarding this correspondence, please contact me.     

Sincerely.                                                                      

Douglas Laubach                                                                 
Sr. Vice President                                                              

     Agreed to and  acknowledged by the undersigned  acting under resolution and
the express authority of the respective Boards of Directors of the companies set
forth below:                                                                    

                                     Authorized Signer           Title

W W Capital Corporation by:              /s/: Mr. Steven Zamzow       Pres.     

Eagle Enterprises, Inc. by:              /s/: Mr. Steven Zamzow       Pres.     

W W Manufacturing, Inc. by:              /s/: Mr. Steven Zamzow       Pres.     

Titan Industries, Inc. by:               /s/: Mr. Steven Zamzow       Pres.     

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Exhibit 21.0  

Subsidiaries of the Registrant  

W-W Manufacturing Co., Inc.                                                     
Incorporated in the state of Kansas                                       

Titan Industries, Inc.                                                          
Incorporated in the state of Nebraska                                     

Eagle Industries, Inc.                                                          
Incorporated in the state of Tennessee                                    

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SIGNATURES  

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

W W CAPITAL CORPORATION                                     

By        /s/ Steve D. Zamzow                               

Steve D. Zamzow, President                                  

Date:        November 08, 1996                                                  

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

Signature                     Title                    Date                     

/s/ Steve D. Zamzow        President, and           11/08/96              
Steve D. Zamzow               Director                                          

/s/ Robert W. Claar         Chief Financial Officer  11/08/96               
Robert W. Claar                                                                 

/s/ David L. Patton         Chairman of the Board    11/08/96               
David L. Patton                                                                 

/s/ Millard T. Webster      Director                 11/07/96               
Millard T. Webster                                                              

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INDEPENDENT AUDITORS' REPORT  

The Board of Directors and Stockholders                                         
W W Capital Corporation                                                         

     We have audited the accompanying consolidated balance sheets of W W Capital
Corporation as of June 30, 1996 and 1995 and the related consolidated statements
of operations,  stockholders' equity, and cash flows for each of the three years
in  the  period  ended  June  30,  1996.  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  1996  and  1995  consolidated  financial  statements
referred to above  present  fairly,  in all  material  respects,  the  financial
position  of W W  Capital  Corporation  as of June 30,  1996 and  1995,  and the
results of its  operations and its cash flows for each of the three years in the
period ended June 30, 1996 in  conformity  with  generally  accepted  accounting
principles.                                                                     

     The  accompanying  consolidated  financial  statements  have been  prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the consolidated  financial statements,  the Company has suffered recurring
losses from  operations,  has an accumulated  deficit of $916,259 and has little
remaining credit on two of the subsidiary's lines of credit. These factors raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are also  described  in Note 1. The  financial
statements do not include any  adjustments  that result from the outcome of this
uncertainty.                                                                    

                   MILLER AND McCOLLOM
                            Certified Public Accountants
Denver, Colorado                                                                
October 15, 1996                                                                

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W W CAPITAL CORPORATION   

CONSOLIDATED BALANCE SHEETS   

                                                                · Download Table


                                                                 June 30,       
                                                            __________________  
                                                            1996           1995 
                                                        ____________ ___________
                                     ASSETS                                     
                                                                                
Current Assets:                                                                 
  Cash  (Note 17) .................................... $    131,022   $  124,458

  Accounts receivable, trade, net of allowance for                              
    doubtful accounts of $143,632 in 1996 and $197,008                          
    in 1995 (Notes 7 and 17) .........................    1,826,917    1,716,941

  Accounts receivable, related party (Note 2) ........      132,221      100,114

  Accounts receivable, other .........................       21,240       18,574

  Accounts receivable, employees .....................         --          6,946

  Inventories (Notes 3 and 7) ........................    3,427,508    3,451,902

  Deferred taxes (Note 10) ...........................       99,814      118,350

  Prepaid expenses ...................................       18,567       72,961

  Current portion of notes receivable from                                      
    stockholders (Note 4) ............................       25,497       23,310

  Current portion of notes receivable, other (Note 4)       144,513       25,000
       Total Current Assets ..........................    5,827,299    5,658,556

Property and Equipment, net of accumulated                                      
  depreciation of $1,901,838 in 1996 and $1,525,737                             
  in 1995 (Notes 5, 7 and 8) .........................    2,601,594    2,801,530

Other Assets:                                                                   
  Real estate held for sale (Note 6 and 7) ...........      379,414      373,960
  Long-term notes receivable from stockholders, net                             
    of current portion (Note 4) ......................        9,372       34,869
  Long-term notes receivable from other affiliated                              
    entity, net of allowance for                                                
    doubtful accounts of $7,418 in 1996 and                                     
    current portion (Note 4) .........................       15,610       23,028
  Long-term notes receivable, other, net of allowance                           
    for doubtful accounts of  $10,535 in 1996 and                               
    current portion (Note 4) .........................        9,218      509,279
  Accounts receivable, net of allowance for                                     
    for doubtful accounts of $81,000 in 1995 .........         --         29,871
  Loan acquisition costs, net of accumulated                                    
    amortization of $13,996 and $10,146 at                                      
    June 30, 1996 and 1995 respectfully ..............        3,276        7,126
  Covenant not to compete, net of accumulated                                   
    amortization of $73,948 and $46,644 at June 30,                             
    1996 and 1995, respectively (Note 9) .............        7,964       35,268
  Other assets .......................................       40,161       74,030
       Total Other Assets ............................      465,015    1,087,431

       TOTAL ASSETS ..................................   $8,893,908   $9,547,517

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

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W W CAPITAL CORPORATION 

CONSOLIDATED BALANCE SHEETS, CONTINUED

                                                        · Enlarge/Download Table


                                                                   June 30,          
                                                                 ______________      
                                                               1996           1995   
                                                              _______        _______ 
                      LIABILITIES AND STOCKHOLDERS' EQUITY                           
                                                                                     
Current Liabilities:                                                                 
  Accounts payable: ...................................   $ 2,243,753    $ 2,143,658 
  Revolving credit notes payable to bank (Note 7) .....     1,734,000      1,662,613 
  Accrued payroll and related taxes ...................       135,842        128,317 
  Accrued property taxes ..............................        27,523         31,892 
  Accrued interest payable ............................        13,344         30,656 
  Accrued commissions related party (Note 2) ..........        30,000        165,327 
  Other current liabilities ...........................        21,714          8,221 
  Notes payable to related parties                                                   
    (Notes 2 and 7) ...................................        32,465         35,125 
  Current portion of notes payable to financial                                      
    institutions and other entities (Note 7) ..........       283,833        337,138 
  Current portion of capital lease obligation (Note 8)         15,993         17,572 
  Current portion of covenant not to compete (Note 9) .         3,934         14,229 
       Total Current Liabilities ......................     4,542,401      4,574,748 
Other Liabilities:                                                                   
  Accrued Commissions Related Party (Note 2) ..........       150,000           --   
  Long-term notes payable to financial institutions and                              
    other entities, net of current portion (Note 7) ...     1,655,218      1,661,519 
  Long-term capital lease obligation, net of current                                 
    portion (Note 8) ..................................        14,214         31,105 
  Deferred taxes (Note 10) ............................        99,814        102,585 
  Negative goodwill - net .............................         8,021         35,521 
       Total Other Liabilities ........................     1,927,267      1,830,730 
       TOTAL LIABILITIES ..............................     6,469,668      6,405,47  

Commitments and Contingencies (Notes 7, 11, 12 and 16)                               

Stockholders' Equity (Notes 11, and 13):                                             
  Common stock, $0.01 par value, 15,000,000 shares                                   
    authorized; 5,530,661 shares issued and                                          
    outstanding at June 30, 1996 and 1995, respectively        55,306         55,306 
  Capital in excess of par value ......................     3,304,099      3,304,099 
  Preferred stock, $10.00 par value, 400,000 shares                                  
    authorized ........................................          --             --   

 (Accumulated deficit) ................................      (916,259)      (198,460)

                                                            2,443,146      3,160,945 

  Less 20,264 shares of treasury stock at cost ........       (18,906)       (18,906)

       TOTAL STOCKHOLDERS' EQUITY .....................     2,424,240      3,142,039 

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .....   $ 8,893,908    $ 9,547,517 


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

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W W CAPITAL CORPORATION 

CONSOLIDATED STATEMENTS OF OPERATIONS 

                                                        · Enlarge/Download Table


                                                                 Years Ended June 30,       
                                                        _________________________________   
                                                       1996            1995            1994 
                                                 __________      __________      __________ 
                                                                                            
Net Sales (Notes 2, 15 and 17) ..............  $ 14,512,234     $15,563,461    $ 16,659,136 

Cost of Goods Sold ..........................    12,099,403      12,491,678      13,134,352 

       Gross Profit .........................     2,412,831       3,071,783       3,524,784 

Operating Expenses:                                                                         
  Selling expenses (Notes 2 and 12) .........     1,363,215       1,256,106       1,957,635 

  General and administrative expenses                                                       
    (Notes 2 and 12) ........................     1,510,829       1,789,505       1,718,320 

       Total Operating Expenses .............     2,874,044       3,045,611       3,675,955 

       Operating Earnings (Loss) ............      (461,213)         26,172        (151,171)

Other Income (Expense):                                                                     
  Interest income (Notes 2 and 4) ...........       107,402         130,305          90,382 

  Interest expense (Notes 2 and 7) ..........      (382,901)       (384,391)       (284,435)

  Realized and unrealized loss on                                                           
    real estate held for sale (Notes 2 and 6)        (3,500)       (270,598)           --   

  Gain (Loss) on property and equipment                                                     
    dispositions ............................           400          (3,231)          6,673 

  Other income, net .........................        39,426         110,332          97,543 

       Total Other Income (Expense) .........      (239,173)       (417,583)        (89,837)

       (Loss)  before Income Taxes ..........      (700,386)       (391,411)       (241,008)

Income Tax (Note 10):                                                                       
  Current ...................................         1,650            --              --   

  Deferred (benefit) ........................        15,763          14,576         (63,604)

       Total Income Tax .....................        17,413          14,576         (63,604)

       (Loss) Earnings before                                                               
        cumulative effect of                                                                
         accounting change ..................      (717,799)       (405,987)       (177,404)

Cumulative effect of accounting change                                                      
   on years prior to June 30, 1994 (Note 18)           --              --           (33,265)

       Net (Loss) Earnings ..................  $   (717,799)   $   (405,987)   $   (210,669)

Primary Net (Loss) Earnings per Share:                                                      
  Net (loss) earnings before                                                                
   cumulative effect of accounting                                                          
    change ..................................  $       (.13)   $       (.07)   $       (.03)

  Cumulative effect of accounting change ....          --              --              (.01)

       Net (Loss) Earnings ..................  $       (.13)   $       (.07)   $       (.04)

Weighted Average Number of Common Shares                                                    
  Outstanding (Notes 1(h), 11 and 13) .......     5,530,661       5,449,993       5,277,981 


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

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W W CAPITAL CORPORATION 

STATEMENTS OF STOCKHOLDERS' EQUITY

Years Ended June 30, 1996, 1995 and 1994

                                                        · Enlarge/Download Table


                                          Common Stock              Capital                                  Total      
                                          Number of      Par       In Excess      Retained      Treasury   Stockholders'
                                           Shares       Value    of Par Value     Earnings        Stock      Equity     

                                                                                                                        
Balance at June 30, 1993 ..............  5,056,060   $  50,560  $ 3,029,092    $   418,196   $   (45,781)   $ 3,452,067 
Sale of 43,000 shares of treasury stock       --          --           --             --          26,875         26,875 
Issuance of common stock for purchase                                                                                   
   of assets of Wholesale Pump and                                                                                      
   Supply, Inc. .......................    250,000       2,500      142,500           --            --          145,000 

Issuance of common stock for cash .....     75,000         750       74,250           --            --           75,000 
Issuance of common stock as payment of                                                                                  
   notes payable to stockholders                                                                                        
   (Notes 2 and 7) ....................     38,055         381       37,674           --            --           38,055 
Merger expense relating to acquisition                                                                                  
   of Eagle Enterprises, Inc. .........       --          --        (50,000)          --            --          (50,000)
Net (loss) year ended June 30, 1994 ...       --          --           --         (210,669)         --         (210,669)

Balance at June 30, 1994 ..............  5,419,115      54,191    3,233,516        207,527       (18,906)     3,476,328 
Issuance of common stock for cash .....     30,000         300       29,700           --            --           30,000 
Issuance of common stock for product                                                                                    
   development rights .................     35,000         350       19,338           --            --           19,688 
Conversion of preferred stock .........     11,328         113         (113)          --            --             --   
Issuance of common stock as payment                                                                                     
   of finders fee .....................     35,218         352       21,658           --            --           22,010 
Net (loss) for year ended June 30, 1995       --          --           --         (405,987)         --         (405,987)

Balance at June 30, 1995 ..............  5,530,661      55,306    3,304,099       (198,460)      (18,906)     3,142,039 

Net (loss) for year ended June 30, 1996       --          --           --         (717,799)         --         (717,799)

Balance at June 30, 1996 ..............  5,530,661   $  55,306  $ 3,304,099    $  (916,259)  $    18,906    $ 2,424,240 


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

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W W CAPITAL CORPORATION   

CONSOLIDATED STATEMENTS OF CASH FLOWS   

                                                                · Download Table

                                                        Years Ended June 30,      
                                                          _________________       

                                                    1996          1995      1994  
                                                   ________     ________ ________ 

                                                                                  
Cash flows from operating activities:                                             
Supplemental schedule of noncash investing                                        
  and financing activities:                                                       
    Acquisition of equipment under capital                                        
      lease obligation ..........................   $   --     $ 31,597   $   --  
    Increase in covenant not to compete .........       --         --       36,000
    Issuance of stock to acquire equipment                                        
      and marketing rights ......................       --       19,688       --  
    Installment loans to acquire property                                         
      and equipment .............................     28,000    124,113     53,277
    Issuance of 250,000 shares of stock to                                        
      acquire assets of Wholesale Pump and                                        
      Supply, Inc. ..............................       --         --      145,000
    Issuance of 38,055 shares of stock as                                         
      payment of notes payable stockholders .....       --         --       38,055
    Refinance of note payable to stockholder                                      
     with a bank ................................       --         --      119,847
    Increase acquisition costs of Eagle                                           
      Enterprises, Inc. .........................       --         --       50,000
    Issuance of stock as finders fee ............       --       22,010       --  

    Sale of Grand County real estate:                                             
      Receipt of note receivable ................       --      440,218       --  
      Payoff of note payable ....................       --      241,170       --  
    Conversion of account payable to note payable     51,224       --         --  

    Conversion of account and note receivable to                                  
      notes receivable ..........................    135,000     25,000       --  


(Continued on Next Page)  

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W W CAPITAL CORPORATION   

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED  

                                                                · Download Table


                                              Years Ended June 30,         
                                                 ___________               
                                           1996          1995        1994  
                                         ________      ________    ________
                                                                           
Supplemental disclosures of cash flow                                      
  information:                                                             
    Cash paid during the year for:                                         
      Interest ......................   $  400,213   $  364,391   $283,918 
      Income taxes ..................   $    1,650   $   --       $    924 

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

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W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  

June 30, 1996   

(1) Summary of Significant Accounting Policies                                  

          (a) Organization and Operations W-W Capital Corporation (the Company),
     was originally  incorporated in the State of Colorado on September 23, 1987
     and  reincorporated  in Nevada on  December  15,  1989,  for the purpose of
     acquiring or completing a merger with another company. Effective August 16,
     1988, the Company  entered into a common stock exchange  agreement with W-W
     Manufacturing  Co., Inc. (W-W) whereby the Company  transferred 100% of its
     net assets to W-W and issued  160,000,000 shares of its common stock to the
     existing stockholders of W-W in exchange for 100% of the outstanding common
     stock of W-W. As a result,  the Company  became the parent of W-W.  W-W was
     incorporated  in the State of Kansas on October  18, 1961 and is engaged in
     the  manufacture,  distribution  and  sale  of a wide  range  of  livestock
confinement and handling equipment at its Dodge City, Kansas, plant.  

          In  December,  1991,  the  Company  acquired  Titan  Industries,  Inc.
     (Titan), a Nebraska corporation, in a business combination accounted for as
     a pooling of interests. Titan is engaged in the processing,  purchasing and
     distribution  of  water  well  supplies.   Titan  became  a  wholly-  owned
     subsidiary of the Company  through the exchange of 1,600,000  shares of the
Company's common stock for all of the outstanding stock of Titan.     

          On October 26, 1992,  the Company  acquired  Eagle  Enterprises,  Inc.
     (Eagle),  a  Tennessee  Corporation,   effective  September  1,  1992.  The
     acquisition  was accounted for as a purchase and,  accordingly,  assets and
     liabilities  were  recorded  at  their  fair  values  as of the date of the
     acquisition,  and the results of  operations  of Eagle are  included in the
     accompanying   consolidated   financial   statements   since  the  date  of
     acquisition.  The merger agreement  provided that the Company issue 325,000
     shares of its common stock in exchange for all of the outstanding  stock of
     Eagle.  At  its  Livingston,  Tennessee  plant,  Eagle  produces  livestock
handling equipment and confinement equipment.                         

          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  acquisition  was  accounted  for as
     purchase and  accordingly,  assets were recorded at their fair values as of
     the date of  acquisition  and the results of Wholesale  are included in the
     accompanying   consolidated   financial   statements   since  the  date  of
acquisition. Wholesale operates as a division of Titan.               

          (b) Policy of Consolidation  The accompanying  consolidated  financial
     statements  include  the  accounts  of the  Company  and  its  wholly-owned
subsidiaries, W-W, Titan and Eagle.                                   

          (c)  Inventories  Inventories  of raw materials,  work-in-process  and
     finished goods are stated at the lower of cost (first-in,  first-out (FIFO)
     method)  or  market  value.  For  manufactured  finished  goods and work in
process, production costs have been included in the value.            

          (d) Property and  equipment  Property  and  equipment  are recorded at
     cost.  Depreciation is computed using various depreciation methods based on
     the  estimated  useful  lives of the  respective  assets.  Maintenance  and
     repairs are charged to expense as incurred;  renewals and  betterments  are
     capitalized.  Upon sale or disposition of properties,  the asset account is
     relieved  of the  cost of the  property  and the  accumulated  depreciation
     account is charged with depreciation taken prior to the sale. Any resultant
gain or loss is credited or charged to operations.                    

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W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

(1) Summary of Significant Accounting Policies, Continued                       

          (e) Real  Estate  Held for Sale Real estate held for sale is stated at
     the lower of cost or net  realizable  value.  The Company  capitalizes  the
carrying cost as part of it's value in real estate held for sale.     

          (f) Loan  Acquisition  Costs Loan  acquisition  costs  represent costs
     incurred to obtain  certain of the Company's  long-term debt (Note 7). Such
     costs have been  capitalized  and are being amortized over the terms of the
related notes payable.                                                

          (g) Income  Taxes  Income tax  expense  is based  upon  operations  as
     reported for financial  statement  purposes.  Such amount  differs from the
     amount as reflected on the  Company's  income tax returns  because  certain
     items are reported for income tax purposes in periods  different from those
     in which they are reported in the financial statements. If applicable,  the
     tax effects of these timing  differences  are reflected as deferred  income
taxes (Note 10).                                                      

          Tax  credits  are  accounted  for  on  the  flow-through  method  as a
     reduction of the provision for Federal income taxes in the year the credits
are realized.                                                         

          (h) Primary Net Earnings per Share Primary net earnings per share have
     been computed  using the weighted  average number of shares of common stock
     outstanding,  plus exercisable  stock options during the applicable  years.
     Primary  earnings per share for 1996,  1995 and 1994 excluded stock options
because the effect of such inclusion would be antidilutive.           

          (i)  Cash  and  Cash  Equivalents  For  purposes  of the  consolidated
     statements  of cash flows,  the Company  considers  all highly  liquid debt
     instruments,  purchased with an original  maturity of three months or less,
to be cash equivalents.                                               

          (j) Construction  Period Interest Interest expense incurred during the
     construction  of fixed assets has been  capitalized  as part of the cost of
     those assets. During the years ended June 30, 1995, the Company capitalized
     $12,616 in  conjunction  with the  building of the new  facility in Paxton,
Nebraska.                                                             

          (k)  Impairment  of a Loan 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  judgement  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 this 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 principle.                    

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W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

(1) Summary of Significant Accounting Policies, Continued                       

          (l) 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 its expected period of
future benefits of 60 and 36 months respectively.                     

          At June  30,1996,  $20,106  of  advertising  was  reported  as assets.
     Advertising  expense  for each of the three  years  ended June 30, 1996 was
$173,782, $112,006 and $112,432 respectively.                         

          (m) Accounting  for  Stock-Based  Compensation  The Company will adopt
     Statement  of  Financial  Standards  No. 123,  Accounting  for  Stock-Based
     Compensation  during the year ended June 30,  1997.  The  Company  does not
     anticipate  this  statement  to have a  material  effect  on the  financial
     statements.  It is the  Company's  intent  to  disclose  and show pro forma
effects on the financial statements.                                  

(n) Impairment of Long-Lived Assets                         

          The  Company  determined  that the  marketing  rights  for the  animal
     hospital bed, in its livestock  equipment  handling  segment,  was impaired
     after  estimating  the present  value of expected  gross profit from future
     sales as  compared  to the net  book  value.  The  Company  wrote  down the
intangible asset by $38,557 through a charge to cost of goods sold.   

(o) Use of Estimates                                        

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

(p) Going Concern                                           

          The Company has suffered recurring operating losses, has a accumulated
     deficit  of  $916,259  at June 30,  1996 and has  little  remaining  credit
     available on two of the three subsidiary's lines of credit. In addition, as
     described  in Note 7, the  Company  is in  default on some of its long term
     debt.  The bank has  indicated a  willingness  to grant a waiver of the net
     worth requirements if the Company meets certain  conditions.  These factors
 indicate that the Company may be unable to continue as a going concern.

          Management has and is taking the following steps to insure it can meet
     its obligations as they come due. The livestock  segment  traditionally has
     shown an  overall  profit as a  segment.  With past  years  decline in beef
     prices,  drought  conditions  in three of the largest  market  areas of the
     segment,  and record high grain  prices the market for  traditional  cattle
     equipment  was non-  existent.  The  Company has taken steps to broaden its
     line with  products that will sell in down market  conditions.  The Company
     felt to stay  competitive  in the short- and long-term  markets the product
     mix  had to be  changed  allowing  for  faster  turnover  of  lower  priced
products.                                                             

          The  Company  is  reviewing  ways to reduce  cost at all levels of the
     Company.  With  successfully   centralizing  accounting  to  the  Corporate
     headquarters  and realizing  that not all the present  office space will be
     needed, the Company is looking at relocation to less space at a lower cost.
     All other  overhead  cost are being  reviewed  and the Board will be taking
steps to reduce costs where applicable and necessary.                 

1 

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W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

(1) Summary of Significant Accounting Policies, Continued                       

(p) Going Concern                                           

          The Company has found a new  supplier of steel which will reduce steel
     cost by approximately 10%. Benefit from this will not be realized until the
     second half of fiscal 1997.  Labor  efficiencies are being reviewed and new
     ways of production are being looked at to reduce cost. A new wash and paint
     system has been put in place  allowing for less  overall  paint cost and an
     improved finished product. With market conditions  improving,  sales on the
     upturn and lower material  costs,  the Company feels the livestock  segment
will return to overall profitability in fiscal 1997.                  

          Eagle  Enterprises,  located in the eastern market is presently  being
     reviewed to determine the best use of this facility. The Company's cost and
     break-even has been reduced,  but with the downturn in the market and sales
     the Company has not been able to feel the effect of this improvement. It is
     anticipated  that with the  introduction  of new  product  sales and market
     conditions  improving that Eagle should at least break-even and even have a
chance to be profitable.                                              

          The Company has been  negotiating  on  development  of its 95 acres in
     Texas. There is presently two developers interested in joint venturing with
     the Company in development of this land.  Management  feels that agreements
     can be reached with one of these  developers and the project can be started
     after the holiday season.  It is anticipated from preliminary  studies that
     the Company  will  generate  significant  cash flow and  profits  from this
     project.  The  cash  received  from  this  project  will  be  used  to fund
operations and mostly reduce debt obligations.                        

2 

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W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

     (2) Related Party  Transactions  As of June 30, 1996 and 1995,  the Company
had various  notes  receivable  due from  stockholders  and  certain  affiliated
entities. The outstanding balances of such receivables at June 30, 1996 and 1995
and  interest  income  recorded for each of the years in the  three-year  period
ended June 30, 1996 are described in Note 4.                                    

     The  Company  has  entered  into month to month  lease  agreement  with Mr.
Webster in connection with the Company's  leasing of land, and buildings used in
its operations  (Note 12).  During the years ended June 30, 1996, 1995 and 1994,
rental expense incurred for leasing of the  aforementioned  property amounted to
$60,000, for each year (see Note 4).                                            

     Effective  February 1, 1994,  certain of the former  stockholders  of Titan
agreed to accept 38,055 shares of the Company's common stock as payment of notes
payable and accrued interest due them totaling $38,055.                         

     On January 24, 1994 Eagle  agreed to become a  co-borrower  with its former
stockholder's to refinance a note which the former  stockholder prior borrowings
had been  loaned to Eagle.  The new note was equal to the amount  Eagle owed the
former stockholder under an interest bearing note.                              

     As  discussed  in  Note  7,  the  Company  has  notes  payable  to  various
stockholders of the Company.                                                    

     On October 26, 1992,  as  discussed in Note 12, W-W and Eagle  entered into
exclusive  sales and marketing  agency  agreements  with  Agri-Sales  Associates
(Agri-Sales)  whose major  stockholder was (Jerry R. Bellar) the former majority
stockholder  of Eagle and a current  stockholder  of the  Company.  On April 18,
1994, W-W and Eagle sent written notice to Agri-Sales,  notifying them, pursuant
to the  provisions  of the  agreements,  W-W and Eagle  were going to cancel the
agreements at the end of the initial two year term.  The Company paid or accrued
approximately  $14,673,  $234,586,  and  $1,085,646 in commissions to Agri-Sales
during the years ended June 30, 1996, 1995 and 1994,  respectively.  At June 30,
1996 and 1995, the Company owed Agri-Sales  approximately  $180,000 and $165,327
in  accrued  commissions,  while  Agri-Sales  and/or  Bellar  owed  the  Company
approximately $132,221 and $110,114 at June 30, 1996 and 1995, including amounts
due under the indemnification agreement relating to the March Group as discussed
in Note 16. Jerry Bellar is obligated to indemnify  the Company for  undisclosed
liabilities after applying a $10,000 deductible.                                

     In accordance with its Articles of Incorporation and Bylaws, the Company is
required to indemnify its officers and directors for amounts paid for defense of
certain  legal  proceedings.  During the years ended June 30, 1994,  the Company
incurred $57,566 in legal expenses  pursuant to such  indemnification  provision
for  current and former  officers  and  directors  of the  Company.  These legal
expenses  were  related  to  the  Securities  and  Exchange  Commission  private
investigation which was concluded in 1994.                                      

     The Company has  entered  into the  transactions  with  related  parties as
disclosed  above during the three- year period ended June 30, 1996.  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.                                                            

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W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

                                                                · Download Table


                              June 30, 1996                                 

(3) Inventories                                                             
    At June 30, 1996 and 1995,                                              
     inventories consisted of the following:                                
                                                            June 30,        
                                             _______________________________
                                                 1996              1995     
                                               ________          ________   
                                                                            
Raw Materials .                              $  422,774        $  417,094   
Work-in-Process                                 206,200           206,817   
Finished Goods                                2,798,534         2,827,991   
                                              ---------         ---------   
                                             $3,427,508        $3,451,902   
                                             ==========        ==========   

(4) Notes Receivable                                                            
  A summary of the notes receivable at June 30, 1996 and 1995 is as follows.

     (a) Notes  Receivable  -  Stockholders  At June 30,  1996 and  1995,  notes
receivable due from stockholders consisted of the following:                    

                                                                · Download Table


                                                    June 30,        
                                     _______________________________
                                         1996              1995     
                                       ________          ________   
                                                                    

Notes receivable - stockholders     $   34,869         $   58,179   

Less current portion                   (25,497)           (23,310)  
                                       -------            -------   

                                    $    9,372         $   34,869   
                                    ==========         ==========   


     Effective  June 30,  1988,  Millard  T.  Webster  and  Mickey  J.  Winfrey,
stockholders and officers of the Company,  and Terry L. Webster,  stockholder of
the Company,  executed three individual  notes totaling  $175,000 payable to the
Company in monthly  installments of $2,300,  including  interest at 9% per annum
with final  payment in  November,  1997.  The Company  had entered  into a lease
agreement (Note 12) with Murle F. Webster for the Company's Dodge City,  Kansas,
manufacturing  plant at a monthly rent of $5,000.  Murle F. Webster,  as lessor,
has  executed an  assignment  of $2,300 of the $5,000  monthly  rent back to the
Company.  The $2,300  monthly  assignment is being applied by the Company to the
debt owed by the three aforementioned individuals. The Company recorded interest
income  applicable  to the above note  amounting to $4,290,  $6,326,  and $8,271
during the years ended June 30, 1996, 1995 and 1994, respectively.              

     (b) Notes Receivable - Other  Affiliated  Entity At June 30, 1996 and 1995,
notes  receivable due from other  affiliated  entity consisted of the following:

                                                                · Download Table


                                                            June 30,        
                                             _______________________________
                                                 1996              1995     
                                               ________          ________   
                                                                            
W-W Land & Cattle, (Land & Cattle), a partner-                              
ship owned by certain of the Company's                                      
stockholders;  interest payable annually                                    
at 9.6%; principal due on demand*              $ 23,028        $  23,028    

 Less allowance for doubtful accounts            (7,418)            -       
                                               $ 15,610        $  23,028    


     *The above notes are classified as non-current due to uncertainty as to the
timing of collection.                                                           

W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

          (4) Notes Receivable,  Continued During the years ended June 30, 1996,
     1995 and 1994, the Company recorded interest income other affiliated entity
     of  $2,072,  $2,152  and  $2,182  respectively,  Land & Cattle has not paid
accrued interest in three years.                                      

          (c) Notes  Receivable  - Other At June 30, 1996 and 1995,  other notes
receivable consisted of the following:                                

                                                                · Download Table


                                                               June 30,        
                                                        ______________________ 
                                                       1996              1995  
                                                     ________          ________

                                                                               
Daniel L. Hahn and Helene D. Linder,  4.0% for the                             
period December 15, 1994, through December 15,                                 
1995, then New York prime plus 2.0% (maximum                                   
of  11.0%) due December 15, 1999, secured                                      
by deed of trust subject to provision for partial                              
release of portions of subject property by paying                              
50% of the net proceeds of sales.                    $    -     $  440,218     

Unsecured note receivable, from former employee,                               
interest at 9%, semi-monthly principal and                                     
interest payments of $400*                             19,753       20,841     

R.S.B.P., Inc, 10% principal and interest                                      
 due December 1, 1996, secured by a trust deed.       135,000            -     

Western Rodeo, 12%, due July 16, 1996                                          
secured by equipment.                                   9,513       25,000     

Haggard Drilling, Inc., 12%, secured by equip-                                 
ment, inventory and accounts receivable,                                       
payable in monthly installments of $2,000           -   48,220                 
                                                       164,266     534,279     
      Less allowance for doubtful accounts             (10,535)          -     
                                                       153,731     534,279     
      Less current portion                            (144,513)    (25,000)    

                                                    $    9,218   $ 509,279     

     * The above note is classified as non-current  due to uncertainty as to the
timing of collection.                                                           

     The Haggard  Drilling,  Inc. note receivable and trade accounts  receivable
was converted into a new note due from R.S.B.P., Inc.                           

          (d) Loan Impairment At June 30, 1996 and 1995, the Company  identified
     $42,781 and $48,220  respectively  as impaired  loans. At June 30, 1996, an
     allowance for credit loss was computed in the amount of $17,923, applicable
     to impaired  loans of $42,781.  At June 30, 1995,  no allowance  for credit
     loss was provided. During the year ended June 30, 1996, the Company accrued
     interest  income of $3,500 on identified  impaired  loans.  During the year
     ended  June  30,  1996,  the  Company  received  interest  of $111 on these
impaired loans                                                        

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W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

          (4) Notes  Receivable,  Continued  The  following is the change in the
     allowance for losses for notes  receivable,  other affiliated  entities and
former employee for the year ended June 30, 1996.                     

Balance, Beginning of Year                $           -                   

Additions                               17,923          
Direct write-downs                           -          
                              ________

Balance, End of Year                     $17,923            
                             =======

     (5) Property Plant and Equipment At June 30, 1996 and 1995,  property plant
and equipment consisted of the following:                                       

                                                                · Download Table


                                                             June 30,            
                                         `              ___________________      
                                        Useful Lives        1996           1995  
                                     ________________    _________      ________ 
                                                                                 
Land and improvements                                 $    94,840   $     94,840 
Building and improvements            30 yrs - 40 yrs    1,596,930      1,587,040 
Leasehold improvements                 3 yrs - 7 yrs      207,912        183,960 
Machinery and equipment                5 yrs - 7 yrs    1,673,694      1,549,460 
Furniture and fixtures and data                                                  
processing                             5 yrs - 7 yrs      351,887        325,801 
Automobiles and trucks                 3 yrs - 7 yrs      574,347        550,493 
Construction in progress                                    3,822         35,673 
                                                        4,503,432      4,327,267 
Less accumulated depreciation and amortization         (1,901,838)    (1,525,737)


        (6)  Investment in Real Estate On December 15, 1994,  the Company sold
     its Grand  County  real  estate for an  adjusted  price of  $1,090,216  and
     recognized  a loss  of  $195,598  on this  transaction.  The  Grand  County
     property was acquired  under an asset  exchange  agreement with Apex Realty
     Investments,  Inc. (Apex), a company wholly-owned by Nicholas L. Scheidt, a
     stockholder and former member of the Board of Directors of the Company. The
     Company  received net cash of $374,606 after closing costs and paying off a
     mortgage in the amount of $241,170 against the property.  Additionally, the
     buyers  entered  into a five year  mortgage  payable to the Company for the
     remaining balance of $440,218. This note was paid in full in February 1996.

          On October 25, 1990, the Company acquired 95 acres of undeveloped real
     estate located in Johnson County,  Texas,  from Apex in exchange for 40,000
     shares of the Company's  newly issued Series B, $10.00 par value  preferred
     stock and cash. An independent MAI appraisal dated July 1, 1991,  estimated
     the fair market value of the property to be $215,000  without regard to the
     value  of  minerals  or  sand  contained  on the  site.  In May,  1988,  an
     engineering  report was prepared based upon a subsurface  investigation  of
     the 95-acre tract which estimated the total quantity of soils classified as
     sand to be 1,499,000 cubic yards.  The Company had estimated the fair value
of the sand at approximately $390,000.                                

          On August  11,  1995,  the  Company  listed  the 95 acres for sale for
     $400,000.  At June 30, 1995,  the Company wrote down the value of this real
     estate to its estimated net  realizable  value of $373,960,  recognizing an
unrealized loss of $75,000.                                           

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   
(7)   Notes Payable                                                             
(a)  Revolving Credit Facilities                                          

     At June 30, 1996 and 1995,  revolving  credit  facilities  consisted of the
following:                                                                      

                                                                · Download Table


                                                                   June 30,       
                                                            ______________________
                                                           1996              1995 
                                                        ________          ________
                                                                                  

$750,000 revolving credit note,                                                   
  interest at bank's prime, plus .75% in 1996,  1.25%                             
  in 1995 (10.50% and 11.75 % at June 30, 1996 and                                
  1995), interest payable monthly, due December 15,                               
  1996 (W-W)                                           $   750,000    $   580,254 

$850,000 revolving credit note interest at banks                                  
  prime, plus .75% in 1996 and  1.25% in 1995                                     
  (10.50% and 11.75% at June 30, 1996 and 1995),                                  
  interest payable monthly, due December 15, 1996                                 
  (Titan)                                                $ 740,000        681,000 

$250,000 in 1996, and $450,000 in 1995,  revolving                                
  credit note interest at bank's prime, plus 1.50%                                
  (11.25% and 12.00% at June 30, 1996, and 1995),                                 
  interest payable monthly, due December 15,                                      
  1996 (Eagle)                                             244,000        401,359 
  ----                                                     -------        ------- 

                                                       $ 1,734,000    $ 1,662,613 
                                                       ===========    =========== 
                                                                · Download Table

                                                                 Weighted  
                              Maximum             Average        Average   
                Weighted      Amount              Amount         Interest  
                Average       Outstanding         Outstanding    Rate      
Year Ended      Interest      During the          During the     During the
  June 30,      Rate          Year                Year (1)       Year (2)  
  -----------------------------------------------------------------------  
                                                                           
    1996        10.75%        $1,861,613          $1,751,839    11.80%     
    1995        11.83%        $1,662,613          $1,623,527    11.24%     
    1994        10.67%        $1,551,358          $1,240,562    10.13%     

          (1)  Determined  by  multiplying  days  outstanding  by principal  and
dividing by total days outstanding in the fiscal year.                

          (2)  Determined  by  dividing   interest  expense  by  average  amount
outstanding during the year.                                          

          All of the above notes are  secured by deeds of trust on real  estate,
     property and  equipment,  vehicles,  inventory,  accounts  receivable,  and
     contract rights.  The revolving credit agreements  provide that outstanding
     indebtedness cannot exceed the sum of 80% of the eligible receivables, plus
50% of raw materials and finished goods.                              

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W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

(7)  Notes   Payable,   Continued                                               

     (b) Notes Payable - Financial  Institutions  and Other  Entities As of June
30, 1996 and 1995,  notes payable to financial  institutions  and other entities
consisted of the following:                                                     

                                                        · Enlarge/Download Table


                                                                           June 30,         
                                                                      1996           1995   

                                                                                            
          Revolving,  Equipment,  ($350,000) Bank IV Kansas,                                
     interest at banks prime, plus 1.00% in 1996 and 1.25% in                               
     1995  (10.75%  and 11.75% at June 30,  1996 and 1995),                                 
     payable in monthly principal and interest  installments                                
     equal to 2.50% of the out-standing principal balance,                                  
     maturing December 15, 1996*,**                                $ 288,528       $ 324,240

          Revolving  Equipment  line,  ($600,000)  Bank IV Kansas,                          
     interest  at bank's  prime,  plus 1.00%  (10.75%  and                                  
     11.50% at June 30,  1996 and 1995) payable in monthly                                  
     principal and interest  installments  equal to 2.50% of                                
     the outstanding  principal balance,  maturing                                          
     December 15,  1997*,**                                           398,644     389,443   

          Installment  Notes  Payable,  interest  ranged  from                              
     9.77% to 12.25%, payable in monthly  principal and                                     
     interest  payments of $1,520,  secured by equipment.             43,781         24,007 

          Note payable, to the City of Dodge City,                                          
     interest at 5.25%,  quarterly principal and interest                                   
     payments of $675.                                                17,554         19,277 

          Note  payable,   First  American  Bank,  interest                                 
     at  8.00%,  monthly principal and interest payments of                                 
     $3,041,  due January 1996,  (co-borrower with Jerry Bellar,                            
     former stockholder of Eagle.)                                          -        75,180 

          Note payable, Bank IV Kansas,  interest at 9.00%,                                 
secured by furniture                                                                        
     and  equipment,  payable in monthly  principal  and                                    
interest  payments of  $1,126.                                        24,334         36,004 

          Note payable, First American National Bank, interest                              
at 8.50%, secured  by real estate located in Livingston,                                    
Tennessee, and equipment, payable in monthly  principal  and                                
interest  payments  of  $8,300,  due April 1998 **                   507,783         565,158

          Note   payable  to  the  City  of Livingston,                                     
interest  at  2.00%, collateralized  by  building,  land and                                
equipment  located in  Livingston,Tennessee, subordinated to                                
First American National Bank, payable in monthly  principal                                 
and interest payments of $1,288, due May, 1999.                        43,761         58,188

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W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

 June 30, 1996

(7)  Notes  Payable,  Continued                                                 

(b)  Notes  Payable  - Financial Institutions and Other Entities, Continued     

                                                        · Enlarge/Download Table


                                                                         June 30,          
                                                                    1996           1995    
                                                                                           
     Mortgage  payable,  First National Bank of Ogallala                                   
interest fixed at 9.15%     for 5 years, monthly principal                                 
and interest payments of $2,308,  secured by real estate                                   
located in Paxton, Nebraska.*                                       216,555        223,614 

       Mortgage  payable,  Keith County Economic  Develop-                                 
ment  Corporation, interest fixed at 4.38% for 5 years monthly                             
principal and interest payments of $949, secured by real estate                            
located in Paxton, Nebraska.*                                       116,903        123,020 

        Mortgage payable, Bancfirst, interest at prime plus                                
1.50%, 9.75%  (1996), 10.50% (1995) monthly principal and                                  
interest payments of $1,045 (1996) and $1,090 (1995), secured                              
by real estate located in Weatherford, Oklahoma due in 2005.         74,499         79,862 

        Installment notes payable, secured by  vehicles,                                   
payable in total monthly installments of $995, including                                   
interest ranging from 6.99% to 10.25%                                20,205         80,664 

        Other note payable interest at 8.50% payable in semi-                              
monthly installments of $3,500 including interest.                   17,504              - 

        Great Plains Development, Inc., interest at 5.75%                                  
secured by equipment, accounts receivable, furniture and                                   
fixtures.                                                           169,000              - 
          Monthly principal and interest payments                                          
          of $2,449***                                                                     
                                                                  1,939,051      1,998,657 
        Less current portion                                       (283,833)      (337,138)
                                                                   --------       -------- 
                                                                 $1,655,218     $1,661,519 
                                                                 ==========     ========== 

     Certain loan agreements prohibit the Company from paying cash dividends. In
addition  subsidiaries  of the Company are required to meet certain  restrictive
loan covenants. As a result of these covenants  approximately  $1,890,000 of the
Company's  consolidated  net  assets  at June 30,  1996,  are  considered  to be
restricted net assets of consolidated subsidiaries.                             

     *Secured by all receivables,  contract rights,  inventory, real estate, and
machinery  and  equipment.  **At June 30,  1996,  the Company is in violation of
certain  loan  covenants  with both  First  American  National  Bank and Bank IV
Kansas.  The Banks have not declared the Company in default and have allowed the
Company to remain in violation of these agreements. Subsequent to year end, Bank
IV  Kansas  indicated  that  the Bank  would  grant a  waiver  of the net  worth
requirements,  if the Company,  among other things,  would have each  subsidiary
guarantee  the loans of its  affiliates  in  addition  to W W Capital  Corporate
guaranty and all revolving  equipment  lines are  immediately  frozen at current
levels and repayment schedules with no new advances,  with these notes rewritten
into standard  term notes at renewal with terms and  conditions to be determined
at that time. The Company has agreed to Bank IV's request.                      

W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

(7) Notes Payable, Continued                                                    

(b) Notes Payable - Financial Institutions and Other Entities, Continued

     ***This loan  requires the Company to  retain/create  17 full time new jobs
within an 18 month period with 60% held by those with low incomes, as defined.  

     (c) Notes  Payable to  Related  Parties  At June 30,  1996 and 1995,  notes
payable to related parties consisted of the following:                          

                                                      June 30,
                                              ________________________________
                                                         1996             1995

Notes payable, former stockholders of Titan,                                
 interest at 10.00%, unsecured, due on demand      $32,465             $35,125

     During the years ended June 30, 1996,  1995 and 1994, the Company  incurred
interest expense of $3,299 $2,679 and $11,268,  respectively, on the above notes
payable.                                                                        

     (d) Aggregate  Maturities The aggregate  maturities of the notes payable to
financial institutions, other entities and related parties for each of the years
ending June 30, are as follows:                                                 

June 30,                                          
--------                                          
1997                           $  316,298       
1998                            1,113,479       
1999                               74,579       
2000                               58,683       
2001                               55,491       
Later                              352,986        
Total                           $1,971,516        

     (8) Capital Lease Obligation The Company is the lessee of certain equipment
under capital  leases  expiring at various  dates  through 1998.  The assets and
liabilities  under the capital  leases are  recorded at the lower of the present
value of the minimum lease payments or the fair value of the assets.  The assets
are amortized over the lower of its lease term or its estimated productive life.
At June 30, 1996,  the equipment  has original cost of $67,253 with  accumulated
amortization of $26,003.                                                        

     Minimum  future lease  payments  under the capital leases at June 30, 1996,
for each of the next five years and in the aggregate are as follows:            

                                                                · Download Table

                                                         
June 30,                                                 
1997                                            $ 19,096 
1998                                              13,208 
1999                                               1,709 
2000                                                  -- 
Total minimum lease payments ................     34,013 
Less executory costs and interest ...........     (3,806)
Present value of net minimum lease payment ..     30,207 
Less current portion ........................    (15,993)
Long-term portion of capital lease obligation   $ 14,214 

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W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

     (9)  Covenants  Not to Compete On October 15,  1993,  the Company  acquired
certain  assets of Wholesale  Pump & Supply.  In connection  with this purchase,
Company entered into a covenant not to compete with the majority  stockholder of
Wholesale.  The  agreement  provided  that  Company pay $50,000 upon closing and
$1,000 per month over the next 36 months.  The liability was $3,934 and $14,229,
respectively, at June 30, 1996 and 1995.                                        

     (10) Income Taxes Effective July 1, 1993, the Company changed its method of
accounting  for income taxes from the deferred  method to the  liability  method
(see Note 18).                                                                  

                                                                · Download Table


                                                        June 30,          
                                                _____________________     
                                              1996      1995      1994    
                                             _______  _______    _______  
                                                                          
Current ...............................   $  1,650   $   --      $   --   
Deferred ..............................     15,763     14,576     (63,604)
                                            ------     ------     ------- 

                                            $17,41   $ 14,576    $(63,604)
                                            ======   ========    ======== 

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

                                                                · Download Table


                                                June 30,              
                                        _____________________         
                                      1996      1995      1994        
                                     _______  _______    _______      

                                                                      
Federal statutory tax rate         (34.00)%       (34.00)%    (34.00)%
State tax net of federal benefit      .16              -           -  
Capital loss and nondeductible                                        
  write down of real estate           .17          23.51           -  
Nondeductible items                  1.56           3.16        2.30  
Change in deferred tax asset                                          
  valuation allowance               34.10              -           -  
Other                                 .41          11.06        5.30  

Effective income tax rate             2.4%          3.73%     (26.40)%

Deferred tax assets and liabilities consist of the following:           

                                                                · Download Table


                                                          June 30,             
                                               ________________________________
                                                  1996                  1995   
                                               _________           _________   
                                                                               
Deferred tax assets:                                                           
    Allowance for doubtful accounts ......   $  59,869             $  73,321   
    Accrued salaries .....................      20,531                16,739   
    Net operating loss carryforward ......     344,327               177,295   
    Inventory ............................      25,518                22,949   
    Other ................................        --                   5,357   
                                                                       -----   
      Total deferred tax assets ..........     450,245               295,661   

Deferred tax liabilities:                                                      
    Depreciation of property and equipment    (211,445)             (279,896)  
    Valuation allowance ..................    (238,800)                 --     
                                              --------                         
Deferred taxes - net .....................   $    --               $  15,765   
                                             =====                 =========   

Current deferred tax asset ...............   $  99,814             $ 118,350   
Long-term deferred tax liability .........     (99,814)             (102,585)  
                                               -------              --------   
                                             $    --               $  15,765   
                                             =====                 =========   


W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

     (10)  Income   Taxes,   Continued  At  June  30,  1996,   the  Company  has
approximately  $1,012,725 of net operating  loss  available for carry forward 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, 1996, the Company has capital loss  carryforwards in the amount
of  $283,582  which no benefit  has been  recognized  due to  uncertainty  as to
realization.                                                                    

     (11) Employee  Benefit Plans 401(k) Plan  Effective  February 1, 1993,  the
Company established a 401(k) Saving Plan, whereby eligible  employees,  who have
one-half year of entry 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.  Employee  contributions  are  100%  vested,  with  the
Company's  matching  contributions  vesting at 25% per year after three years of
service.  During the year ended June 30, 1996,  1995 and 1994,  the Company made
$10,295, $12,350 and $9,213 in discretionary contributions to the Plan.         

Stock Options                                                           

     The Company adopted an Incentive Stock Option Plan (Incentive  Plan) at its
annual meeting on November 16, 1990.  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.  These
options have a three-year vesting period.                                       

     On June 8,  1990,  and May 1,  1992,  the  Board  of  Directors  adopted  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 122,668 shares at
option prices  ranging from $0.5625 to $2.50 per share which are  outstanding as
of June 30,  1996.  On July 1, 1996,  the Company  granted to certain  directors
options to purchase 30,000 shares at $0.063 per share.                          

These options will expire five or ten years after issuance.             

     As  of  June  30,  1996,  the  following   outstanding  stock  options  are
exercisable:                                                                    

                                                                · Download Table


                      Number                          Number   
                      of Options          Exercise   of Options
    Issue Date        Outstanding         Price    Exercisable 
                                                               
November 16, 1990         30,000          $1.00      30,000    
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            217,000          $0.75     144,664    
July 1, 1994              26,667          $0.75      26,667    
July 1, 1995              30,000          $0.5625    30,000    
April 5, 1996              5,000          $0.45        -       
July 1, 1996              30,000          $0.063     30,000    
     -- ----              ------          ------     ------    
                         449,668                    372,332    
                         =======                    =======    


W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

(12) Commitments and Contingencies                                              

Operating Leases                                                        

     The Company leases its manufacturing  facility in Dodge City, Kansas,  from
Murle F.  Webster,  a stockholder  (Note 2). The  manufacturing  facility  lease
required a monthly  rental of $5,000 which  expired in December,  1994,  and has
continued  on a month to month basis (Note 4). The  provisions  of the  building
leases  require the Company to pay  insurance,  property  taxes and  maintenance
costs.  The Company also leases certain  office  equipment  under  noncancelable
operating lease agreements.                                                     

     On April 14, 1994, the Company  entered into a 60-month office space lease.
The lease  provides for monthly rental  payments of $3,489  escalating to $4,123
for the period beginning June 1, 1994 through May 31, 1999.                     

     Future minimum rental payments under  operating  leases as of June 30, 1996
are as follows:                                                                 

                                                                · Download Table


Year                 Office Space   Equipment      Vehicles       Total 

                                                                        
1997                 $ 45,672       $  5,381       $  18,901    $ 69,954
1998                   49,478          5,381          18,347      73,206
1999                   45,354          5,381           5,458      56,193
2000                        -          2,690           4,841       7,531
2001                        -              -               -           -
Total minimum                                                           
 payments required   $140,504       $ 18,833        $ 47,547   $ 206,884

     Rental  expense under  operating  leases for the years ended June 30, 1996,
1995 and 1994 amounted to $137,066, $130,989, and $116,325, respectively.       

Sales and Marketing Agency Agreement                                    

     On October 26, 1992, W-W and Eagle entered into sales and marketing  agency
agreements with Agri- Sales Associates, Inc. (Agri-Sales),  a related party. The
agreements  had an initial  two-year term and may renew for a like term with the
provision  that either party may cancel upon 180 days written  notice.  On April
18, 1994, the Company  notified  Agri-Sales,  that W-W and Eagle would not renew
their  Sales  and  Marketing  Agency  Agreements.  The  agreements  provide  the
following  commission  structure by the Company  which was in effect  during the
period October 26, 1993 through October 25, 1994:                               

W-W                       Eagle 
___________________________________________________ 
12 Month                        12 Month        
Aggregate                       Aggregate       
  Cumulative Sales     Commission       Cumulative Sales    Commission
Excluding Specials   Rate             Excluding Specials  Rate    

Less than                                Less than            
$5,500,000          10%              $4,700,000          7.50%  

$5,500,000     to                     $4,700,000     to           
$6,000,000           11%              $5,200,000          8.50%   

Greater than                          Greater than          
 $6,000,000       12%              $5,200,000          9.50%

     Additionally,  Agri-Sales  received a commission of 5.00% on special orders
initiated for W-W products (see Note 2).                                        

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W W CAPITAL CORPORATION   

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

(12)   Commitments and Contingencies, Continued                                 

Long Distance Service                                                   

     The Company entered into an agreement for long distance  telephone  service
which requires a monthly minimum of $5,000 through February 1999.               

Employment  Contract                                                  

     On May 1,  1996,  the  Company  entered  into 2 year  employment  with  its
territory  sales manager  which  provides for an annual salary of $55,000 plus a
bonus equal to .0075% of the sales increase over annual budgeted sales.         

Environmental  Remediation  Liability                                 

     The Company has  determined  that a significant  amount of paint located at
its  Tennessee  facility,  must be  disposed  of to  comply  with  environmental
regulations. The Company has estimated a range of $10,000 to $45,000 as the cost
to dispose of this paint  based upon  managements  estimate  and the actual cost
incurred  subsequent  to June 30,  1996,  to  dispose  of the most  contaminated
barrels of paint.  The Company has accrued $10,000 of this charge as a liability
in the accompanying financial statements.                                       

     (13)  Stockholders'  Equity On November  16,  1990,  the Board of Directors
amended the  articles  of  incorporation  to allow the Company to issue  400,000
shares of $10.00 par value preferred  stock in one or more series.  The Board of
Directors have the right to: fix the number of shares in any such series,  alter
or determine the rights, preferences,  privileges,  limitations and restrictions
granted to any wholly unissued series of preferred  stock.  All then outstanding
preferred stock was converted into common stock in October 1992.                

     (14) Segmented  Information and Reconciliation The Company's operations are
classified into principal industry segments; W-W and Eagle which 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 three years in the period ended June 30, 1996:

                                                        · Enlarge/Download Table


                                                        Years Ended June 30,                                     
                                                   1996            1995            1994                          
                                            ____________   ____________    ____________                          
                                                                                                                 
     Net Sales:                                                                                                  
   Livestock handling equipment ........   $  7,522,417    $  8,870,970    $ 11,369,826                          
   Water well and environmental supplies      6,989,817       6,692,491       5,289,310                          
                                              ---------       ---------       ---------                          
Total Net Sales ........................   $ 14,512,234    $ 15,563,461    $ 16,659,136                          
                                           ============    ============    ============                          
Operating Earnings:                                                                                              
   Livestock handling equipment ........   $   (262,647)   $    512,094    $    249,589                          
   Water well and environmental supplies        473,133         321,790         451,281                          
                                                -------         -------         -------                          
Total Operating Earnings ...............        210,486         833,884         700,870                          
    Corporate and Other (1) ................   (928,285)     (1,239,871)       (878,274)                         
                        --                     --------      ----------        --------                          
(Loss) earnings before income taxes,                                                                             
 and cumulative effect of                                                                                        
 accounting change .....................   $   (717,799)   $   (405,987)   $   (177,404)                         
                                           ============    ============    ============                          
Identifiable Assets:                                                                                             
   Livestock handling equipment ........   $  3,866,469    $  4,086,651    $  4,326,768                          
   Water well and environmental supplies      4,438,397       4,324,658       3,288,575                          
                                              ---------       ---------       ---------                          
                                              8,304,866       8,411,309       7,615,343                          
   General corporate assets (2) ........        589,042       1,136,208       1,925,095                          
                            --                  -------       ---------       ---------                          

  Total assets as reported in                                                                                    
  accompanying consolidated                                                                                      
   balance sheets ......................   $  8,893,908    $  9,547,517    $  9,540,438                          
                                           ============    ============    ============                          

                                                                                          W W CAPITAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

(14) Segmented Information and Reconciliation, Continued                        

                                                                · Download Table


                                                   Years Ended June 30,         
                                               1996       1995       1994       
                                            ________   ________    _______      

                                                                                
     Capital Expenditures:                                                      
   Livestock handling equipmen ..........   $164,150   $213,440   $356,529      
   Water well and environmental supplies      72,688    578,796    318,181      
   Corporate ............................      3,221     54,685     41,603      
                                               -----     ------     ------      
Total Capital Expenditures ..............   $240,059   $846,921   $716,313      
                                            ========   ========   ========      
Depreciation and amortization:                                                  
 Livestock handling equipment ...........   $287,238   $292,199   $252,944      
   Water well  and environmental supplies    123,691    121,331     99,584      
   Corporate ............................     33,724     35,715     75,673      
                                              ------     ------     ------      
Total Depreciation and amortization .....   $444,653   $449,245   $428,201      
                                            ========   ========   ========      
<FN>                                                                            

     (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 real
estate held for sale.                                                           
</FN>                                                                           


(15)  Major   Customer  and  Sales   Agency   Agreement               

     Agri-sales sold  approximately 17% and 90% of the Company's net sales under
the Sales and Marketing Agency  Agreement  described in Note 12 during the years
ended June 30, 1995 and 1994  respectively.  These sales are attributable to the
livestock handling  equipment segment of the Company.  No customer accounted for
more than 10% of total net sales  during  each of the three  years in the period
ended June 30, 1996.                                                            

(16) Litigation                                                       

     In  April,  1994,  W-W  Manufacturing  and  Eagle  sent  written  notice to
Agri-Sales that the Companies  would not renew their sales and marketing  agency
agreement  with  Agri-Sales  when the two year initial  contract term expired on
October 26, 1994.  Agri-Sales informed the Company that under the contract,  W-W
Manufacturing  and Eagle can not  terminate  the sales and  marketing  agreement
until May 26,  1995.  On  October 5, 1994,  the  Company  filed a lawsuit in the
Sixteenth  Judicial  District,   Ford  County,  Kansas,  asking  the  Court  for
declaratory judgement and a preliminary injunction against Agri-Sales to resolve
the issue. On October 10, 1994,  Agri-Sales filed an answer and made application
for a  temporary  injunction  against the  Company.  On October  20,  1994,  the
District Judge denied Agri-Sales  application for a temporary injunction against
the  Company.  Additionally,  Agri-Sales  has filed a counter  claim for  relief
estimating damages of $500,000 to $600,000 for the commissions Agri- Sales would
have  earned  for the  period  October  26,  1994 to April 26,  1995,  (the date
Agri-Sales  contends  that the  contract  will  expire)  and  actual  damages of
$475,206.  Management  is confident the court will decide that the contracts did
expire on October 26, 1994 and the actual amounts due Agri- Sales based upon the
Company's  calculation,  which had been recorded in the  accompanying  financial
statements,  are  substantially  less than the amounts claimed.  This case is in
discovery  and the  Company's  legal counsel is unable to express and opinion on
the outcome of this case. The Company has been  negotiating  with  Agri-Sales to
settle this lawsuit.  The Company has offered to pay $180,000,  with $30,000 due
upon final settlement of The March Group, Inc. law suit discussed below with the
remaining balance payable in semi-annual payments of $25,000 until paid in-full,
with zero interest.                                                             

     On December  22,  1992,  The March  Group,  Inc.  (The March Group) filed a
lawsuit against Eagle and its former shareholders,  Jerry R. Bellar (Bellar) and
James Buford  (Buford).  The March Group  alleges that Eagle,  Bellar and Buford
breached a listing contract to sell Eagle and has requested  damages of $169,596
(Count I). The March  Group has also sued the  Company  for breach of a separate
agreement  which the Company had made with The March Group  promising  to direct
all inquiries it had regarding the purchase of Eagle through The March Group and
is seeking  damages of  $169,596  (Count II).  Additionally,  The March Group is
requesting  damages  against  Eagle,  Bellar  and the  Company  under a specific
Tennessee  statute  which  would  allow The March  Group  three times its proven
actual W W CAPITAL CORPORATION                                                  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

(16) Litigation, Continued                                                      

damages of $508,788 (Count III).                                        

     On May 6, 1994, the Chancery Court, for the State of Tennessee,  entered an
order requiring Eagle to pay the March Group $169,596 under Count I and ruled in
favor of  defendants  on Counts II and III. On June 7, 1995 the court of appeals
reversed the  decision  that Eagle had to pay  $169,596.  The case (Count I) has
been remanded back to trial court for trial.  The court of appeals  affirmed the
decision of the trial court on Count II and III in favor or the  Company.  After
the Court of Appeals  decision,  Eagle  filed an  application  for review to the
Tennessee  Supreme Court asking it to reconsider  the Court of Appeals  decision
rejecting Eagle's claim that plaintiff violated the Tennessee Real Estate Broker
Licensing Act, thus forfeiting any fee under the listing contract.  Trial of the
remanded case to the trial court will not begin until such time as the Tennessee
Supreme Court has decided whether to grant Eagle's  application  for review.  To
date, the Tennessee Supreme Court has not issued its decision.                  

     At the closing of the sale of Eagle,  the Company  agreed to pay $50,000 of
the  projected  fee due the March Group under its  listing  agreement,  which is
recorded  in the  financial  statements.  Under  the  terms  of the  Eagle  sale
agreement,  Bellar agreed to indemnify the Company for  undisclosed  liabilities
after  applying  a  $10,000   deductible.   Bellar  has  acknowledged  that  his
indemnification  obligations  require him to pay Eagle for all damages in excess
of $50,000  awarded to the March Group under Count I. The  remaining  amount due
the March Group ($119,596) and the receivable from Bellar have not been recorded
on the financial statements.                                                    

     Eagle was a defendant  in a lawsuit  filed by Liberty  Metal  Fabrications,
Limited  (Liberty  Metals) in the State of Kentucky.  The claims  against  Eagle
relate  prior to the  acquisition  of Eagle  (October  26, 1992) by the Company.
Liberty  Metals was  claiming  approximately  $91,000  from  Eagle.  The Company
settled the claim by paying $18,000 and returning  certain  equipment to Liberty
Metals.                                                                         

     Additionally,  it is Management's  opinion that any amounts paid to Liberty
Metals,  against  Eagle,  that Eagle  would be  indemnified  by  Bellar.  It was
indicated  during the  purchase  of Eagle that  Eagle's  exposure in the Liberty
Metals case was "at worst a wash-out". Bellar denies that the Liberty Metal case
is covered under the indemnification agreement.                                 

     Daniel R. Beaton and Rocky Mountain Realty,  Inc ("Beaton") has filed a law
suit in the  District  Court,  County of Adams,  State of  Colorado  against W W
Capital  Corporation.  Beaton is  asserting  a claim  against  the Company for a
claimed  real  estate  commission  in the amount of $87,218  plus  interest  and
attorney  fees due from the Company's  sale of certain real property  located in
Grand County Colorado, pursuant to a listing agreement. The Company settled this
lawsuit by paying Beaton $3,500.                                                

(17) 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 and Eagle's
livestock  handling  equipment  customers  are  principally   resalers  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,  1996,  W-W and Eagle's  accounts  receivable  totalled
$678,216 and Titan's totalled $1,328,406.                                       

     The  Company  and  its  subsidiaries  maintain  cash  balances  at  several
financial institutions located in the states of Colorado,  Kansas,  Nebraska and
Tennessee.  Accounts at each  institution  are  insured by the  Federal  Deposit
Insurance  Corporation  for up to  $100,000.  A June  30,  1996,  bank  balances
exceeded the $100,000 insured limit by $39,218.                                 

(18) Change in Accounting Principle                                             

     The  Company  adopted,  effective  July 1,  1993,  Statement  of  Financial
Accounting  Standards (SFAS) No. 109,  "Accounting For Income Taxes",  issued in
February 1992. Under the liability  method  specified by SFAS 109,  deferred tax
assets  and  liabilities  are  determined  based on the  difference  W W CAPITAL
CORPORATION                                                                     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED   

June 30, 1996   

(18) Change in Accounting Principle, Continued                                  

     between the financial  statement and tax bases of assets and liabilities as
measured  by the  enacted  tax  rules  which  will  be  the  effect  when  these
differences  reverse.  Deferred tax expense is the result of changes in deferred
tax assets and  liabilities.  The principal types of differences  between assets
and liabilities for financial  statement and tax return purposes are accumulated
deprecation and business  combinations  accounted for by the purchase  method. A
deferred tax asset is recorded for net operating  losses being  carried  forward
for tax purposes.                                                               

     The change from the deferred method to the liability method of accounts for
income  taxes  decreased  the  Company's  1994 loss by $63,604,  $.01 per share,
before the cumulative  effect of the change in accounting.  Also, net losses for
1994 were decreased by $33,265, $.006 per share, by the cumulative effect of the
change in accounting related to years prior to 1994 which were not restated.    

(19) Fair Value of Financial Instruments                                        

     Effective June 30, 1996,  the Company  adopted SFAS No. 107, which requires
disclosing fair value to the extent practicable for financial  instruments which
are  recognized  or  unrecognized  in the balance  sheet.  The fair value of the
financial instruments 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  following  table  summarizes
financial instruments by individual balance sheet accounts.                     

                                                                · Download Table


                                        Carrying       Fair    
                                         Amount        Value   
                                     _____________  ___________
                                                               
Financial Assets:                                              
Cash and cash equivalents ...........   $  131,022   $  131,022
Trade Receivables ...................    1,826,917    1,826,917
Current portion of notes receivable .      170,010      170,010
Long-term portion of notes receivable       34,200       34,200
 Total financial assets .............   $2,162,149   $2,162,149
Financial Liabilities:                                         
Revolving Credit notes ..............   $1,734,000   $1,734,000
Accounts Payable ....................    2,243,753    2,243,753
Accrued interest ....................       13,344       13,344
Long-term debt (including amounts due                          
 within one year) ...................    1,939,051    1,876,820
Capital Leases ......................       30,207       29,156
Covenant not to compete .............        3,934        3,934
Notes payable to related parties ....       32,465       32,465
 Total financial liabilities ........   $5,996,754   $5,933,472

     The  following  methods  and  assumptions  were  used  by  the  Company  in
estimating its fair value disclosures for financial instruments:                

     a) Cash and cash  equivalents:  the carrying amount reported in the balance
sheet for cash and cash equivalents approximated its fair value.                

     b) Notes receivable:  The carrying amount reported in the balance sheet for
notes receivable approximated its fair value.                                   

     c) Revolving  credit notes:  The carrying amount of revolving  credit notes
approximated fair value.                                                        

     d) Long-term debt: The fair value was estimated using  discounted cash flow
analysis, based on the Company's current incremental borrowing rates for similar
types of borrowing arrangements.                                                

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INDEPENDENT AUDITORS' REPORT  

The Board of Directors and Stockholders                                         
W W Capital Corporation                                                         

     We have audited the accompanying consolidated balance sheets of W W Capital
Corporation  as of June 30, 1996 and 1995 and for each of the three years in the
period ended June 30, 1996 and have issued our report  thereon dated October 15,
1996. Our audits 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.      

                   MILLER AND McCOLLOM
                            Certified Public Accountants

Denver, Colorado                                                                
October 15, 1996                                                                

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W W CAPITAL CORPORATION   

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT  

BALANCE SHEETS  

                                                        · Enlarge/Download Table


                                                                     June 30,           
                                                            _________________________   
                                                                    1996           1995 
                                                            ____________    ___________ 
                                     ASSETS                                             
                                                                                        
Current Assets:                                                                         
  Cash ...................................................   $     6,715    $     3,139 

  Accounts receivable, related party .....................       132,221        100,114 

  Accounts receivable, other .............................          --           19,256 
  Deferred taxes .........................................        99,814        118,348 

       Total Current Assets ..............................       238,750        240,857 

Property and Equipment, net of accumulated                                              
  depreciation of $82,276 in 1996 and $50,530                                           
  in 1995 ................................................        64,060         92,585 

Other Assets:                                                                           
  Real estate held for sale ..............................       379,414        373,960 
  Notes receivable .......................................          --          440,219 
  Investment in wholly owned subsidiaries ................     2,121,348      2,350,981 
  Other assets ...........................................         5,274          7,547 

       TOTAL ASSETS ......................................   $ 2,808,846    $ 3,506,149 

                      LIABILITIES AND STOCKHOLDERS' EQUITY                              

                                  LIABILITIES                                           
Current Liabilities:                                                                    
  Accounts payable .......................................   $   186,875    $   129,471 
  Accrued expenses .......................................        10,885         16,100 
  Amounts payable, subsidiaries ..........................        62,698         52,223 
  Current portion, long-term debt ........................        11,796         17,003 
  Current portion of capital lease obligation ............          --              387 
       Total Current Liabilities .........................       272,254        215,184 
Long-term debt ...........................................        12,538         46,341 
Deferred taxes ...........................................        99,814        102,585 
       Total Liabilities .................................       384,606        364,110 

                              STOCKHOLDERS' EQUITY                                      
Stockholders' Equity:                                                                   
  Common stock, $0.01 par value, 15,000,000 shares                                      
    authorized; 5,530,661 shares issued and                                             
    outstanding at June 30, 1996 and 1995, respectively ..        55,306         55,306 
  Capital in excess of par value .........................     3,304,099      3,304,099 
  Preferred stock, $10.00 par value, 400,000 shares                                     
    authorized ...........................................          --             --   

 (Accumulated deficit) ...................................      (916,259)      (198,460)

                                                               2,443,146      3,160,945 

  Less 20,264 shares of treasury stock at cost ...........       (18,906)       (18,906)

       TOTAL STOCKHOLDERS' EQUITY ........................     2,424,240      3,142,039 

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUIT .........   $ 2,808,846    $ 3,906,149 

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W W CAPITAL CORPORATION 

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT, CONTINUED 

STATEMENTS OF OPERATIONS

                                                                · Download Table


                                                         Years Ended June 30,       
                                                ___________________________________ 
                                                     1996         1995         1994 
                                               __________   __________   __________ 
                                                                                    
Revenues:                                                                           
  Management fee from subsidiaries ..........   $ 480,000    $ 655,093    $ 605,840 

Operating Expenses:                                                                 
  General and administrative ................     645,678      750,513     (757,025)
                                                  -------      -------     -------- 

       Operating (Loss) .....................    (165,678)     (95,420)    (151,185)
Other Income (Expense):                                                             
  Interest income ...........................       2,879        9,455        2,053 

  Interest expense ..........................      (5,482)     (21,020)     (27,012)

  Realized and unrealized loss on asset sales                                       
    and real estate held for sale ...........      (3,500)    (271,811)        --   

  Other income ..............................      12,154       52,470       12,903 
  Equity in subsidiary operations ...........    (542,409)     (65,085)     (77,767)
                                                 --------      -------      ------- 
       (Loss)  before Income Taxes ..........    (702,036)    (391,411)    (241,008)

Income Tax Expense (credit) deferred ........      15,763       14,576      (63,604)
                                                   ------       ------      ------- 

(Loss) Earnings before cumulative                                                   
   effect of accounting change ..............    (717,799)    (405,987)    (177,404)

Cumulative effect of accounting change                                              
   on years prior to June 30, 1994 ..........        --           --        (33,265)
                          --- ----                                          ------- 

       Net (Loss) ...........................   $(717,799    $(405,987)   $(210,669)
                                                =========    =========    ========= 

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W W CAPITAL CORPORATION 

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT, CONTINUED 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                        · Enlarge/Download Table


                                                          Years Ended June 30,        
                                                ______________________________________
                                                     1996         1995           1994 
                                                 ________     ________       ________ 
                                                                                      
Net cash flows (used in) provided by operating                                        
  activities: ................................  $ (13,571)   $(224,049)     $  32,898 
                                                ---------    ---------      --------- 
Cash flows from investing activities:                                                 
  Investment in subsidiaries .................   (365,000)    (150,000)       (75,000)
  Sale of real estate ........................       --        374,606           --   

  Proceeds from notes receivable .............    430,219         --             --   

  Purchase of equipment ......................     (3,221)     (40,654)       (41,603)

  Additions to real estate held for sale .....     (5,454)     (13,097)       (33,963)
                                                   ------      -------        ------- 

Net cash (used in) provided by investing                                              
  activities .................................     56,544      170,855       (150,566)
                                                   ------      -------       -------- 

Cash flows from financing activities:                                                 
  Bank overdraft .............................       --          9,258         (9,258)

  Proceeds from long-term debt ...............       --         44,576         11,961 
  Proceeds from issuance of common stock .....       --         30,000        101,875 

  Payments on long-term debt .................    (39,010)     (26,038)       (26,742)
                                                  -------      -------        ------- 

  Payment on capital lease obligation ........       (387)      (1,463)        (1,087)

Net cash (used in) provided by financing                                              
  activities .................................    (39,397)      56,333         76,749 
                                                  -------       ------         ------ 

Net Increase (decrease) in cash ..............      3,576        3,139        (40,919)

Cash at beginning of year ....................      3,139         --           40,919 
                                                    -----                      ------ 
Cash at end of year ..........................  $   6,715    $   3,139      $    --   
                                                =========    =========      =====     

Supplemental schedule of noncash investing                                            
  and financing activities:                                                           
    Issuance of stock to acquire equipment                                            
      and marketing rights ...................  $    --      $  19,688      $    --   
    Issuance of 250,000 shares of stock to                                            
      acquire assets of Wholesale Pump and                                            
      Supply, Inc. ...........................       --           --          145,000 
    Issuance of 38,055 shares of stock as                                             
      payment of notes payable stockholders ..       --           --           38,055 
    Increase acquisition costs of Eagle                                               
      Enterprises, Inc. ......................       --           --           50,000 
    Issuance of stock as finders fee .........       --         22,010           --   

    Sale of Grand County real estate:                                                 
      Receipt of note receivable .............       --        440,218           --   
      Payoff of note payable .................       --        241,170           --   

Supplemental disclosures of cash flow                                                 
  information:                                                                        
    Cash paid during the year for:                                                    
      Interest ...............................  $   5,482    $  21,020      $  27,012 

10-K
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W W CAPITAL CORPORATION 

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT, CONTINUED 

NOTES TO CONDENSED FINANCIAL INFORMATION

June 30, 1996 

(1)  Long-term Debt                                                   

Notes payable to financial institutions were as follows:        

                                                        · Enlarge/Download Table


                                                                     June 30,        
                                                         __________________________  
                                                                    1996       1995  
                                                            ____________ __________  
                                                                                     
Note payable, Bank IV Kansas, interest at                                            
  9.00%, secured by furniture and equipment,                                         
  payable in monthly principal and interest                                          
  payments of $1,126 ........................................   $ 24,334    $ 36,004 

Installment note secured by vehicle payable                                          
  in monthly installments of $744 including                                          
  interest at 10.75% ........................................       --        27,340 
                                                                  24,334      63,344 
     Less current portion ...................................    (11,796)    (17,003)
                                                                $ 12,538    $ 46,341 

Future matures of notes payable are as follow at June 30, 1996:                 

                                                                · Download Table


Year ended June 30,                       
                                          
    1997                         $  11,796
    1998                            12,538
                                  $ 24,334

(2)  Related Party Transactions                                       

     At  June  30,  1996,  and  1995,  Jerry  R.  Bellar,  the  former  majority
shareholder of Eagle and a current stockholder of the Company, owed $132,221 and
$100,114  respectively  under  on  indemnification   agreement  related  to  the
Company's acquisition of Eagle.                                                 

     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:                  

Amounts receivable (payable) at June 30:                        

                                                                · Download Table


                                                      June 30,        
                                                  ____________________
                                                      1996        1995
                                                  ________    ________
                                                                      
W-W Manufacturing Co., Inc.                       $ 38,817    $   --  
Titan Industries, Inc. ....                       (94,452)    (52,223)
Eagle Enterprises, Inc. ...                        (7,063)       --   
                                                   ------             
                                                 $(62,698)   $(52,223)
                                                 ========    ======== 

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W W CAPITAL CORPORATION 

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT, CONTINUED 

NOTES TO CONDENSED FINANCIAL INFORMATION, CONTINUED 

June 30, 1996 

(2)  Related Party Transactions, Continued                                      
Management fee income for:                                      

                                                                · Download Table


                                                    Years Ended June 30,        
                                                ________________________________
                                                      1996       1995       1994
                                                  ________   ________   ________
                                                                                
W-W Manufacturing Co., Inc.                      $ 240,000  $ 373,664   $415,840
Titan Industries, Inc. ........................    240,000    240,000    180,000
Eagle Enterprises, Inc ........................       --       41,429     10,000
                                                 $ 480,000  $ 655,093   $605,840
                                                 =========  =========   ========


Equity in subsidiary operations for:                            

                                                                · Download Table


                                                   Years Ended June 30,      
                                         ____________________________________
                                              1996         1995         1994 
                                          ________     ________     ________ 
                                                                             
W-W Manufacturing Co., Inc.             $ (432,908)   $ 131,073    $ 313,355 
Titan Industries, Inc. ...............     169,914       53,369      243,529 
Eagle Enterprises, Inc ...............    (279,415)    (249,527)    (634,651)
                                         $(542,409)   $ (65,085)   $ (77,767)

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		5/1/92		34
		6/29/92		13
		6/30/92		13
		9/1/92		6		25
		10/20/92		2		13
		10/26/92		2		36
		12/15/92		13
		12/22/92		4		35
		2/1/93		34
		2/19/93		2		13
		3/5/93		13
		3/24/93		13
		4/8/93		13
		6/30/93		6		22
		7/1/93		34		36
		8/23/93		13
		10/14/93		13
		10/15/93		2		34
		10/26/93		12		34
		11/3/93		13
		1/24/94		12		29
		2/1/94		29
		4/14/94		34
		4/18/94		29		34
		5/6/94		4		36
		6/1/94		34
		6/30/94		3		40
		7/1/94		9
		9/30/94		5
		10/5/94		4		35
		10/10/94		4		35
		10/20/94		4		35
		10/25/94		34
		10/26/94		4		35
		12/15/94		2		31
		12/31/94		12
		3/3/95		13
		4/26/95		4		35
		5/26/95		4		35
		6/7/95		4		36
		6/30/95		7		42			PRE 14A
		8/11/95		31
		9/30/95		5					10-Q, 10-Q/A, NT 10-Q
		12/15/95		30
		5/1/96		35
For The Period Ended		6/30/96		1		43			DEF 14A, NT 10-K
		7/1/96		34
		7/16/96		30
		7/31/96		12
		8/23/96		12
		9/4/96		14
		9/17/96		13		14
		10/15/96		18		38
		10/21/96		1		12
		11/8/96		17
Filed On / Filed As Of		11/12/96
		11/14/96							NT 10-Q
		12/1/96		10		30
		12/15/96		31		32
		6/30/97		27		33			10-K, DEF 14A, NT 10-K
		9/30/97		12					10-Q/A
		12/15/97		32
		5/31/99		34
		12/15/99		30					DEF 14A
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