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


                                    Form 8-K



                       Pursuant to Sections 13 or 15(d) of
                       the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): February 12, 1997



                          WHITNEY AMERICAN CORPORATION
               (Exact name of registrant as specified in charter)



                                    Delaware
         (State or other jurisdiction of incorporation or organization)



           33-17397-D                                  84-1070022
    (Commission File Number)             (I.R.S. Employer Identification Number)



                12373 E. Cornell Avenue, Aurora, Colorado, 80014
              (Address of Principal Executive Offices and Zip Code)



                               (303) 337-3384
              (Registrant's telephone number, including area code)




                        Industrial Waste Processing, Inc.
          (Former name or former address, if changed since last report)

                                       1


<PAGE>


Item 5.  OTHER EVENTS.

Change of Corporate Name

         Whitney American Corporation,  a Delaware corporation ("Company"),  was
incorporated  in 1987 under that name. In 1988, the Company  changed its name to
Industrial Waste  Processing,  Inc. The Company on February 19, 1997, filed with
the Delaware  Secretary of State an amendment to the  Company's  Certificate  of
Incorporation  that,  among other  things,  changed the  Company's  name back to
Whitney American Corporation.

Removal of Board of Directors for Cause; Establishment of new Board

         On February 12, 1997, the  shareholders  of the Company  removed all of
the  Company's  then  directors  from  office  for  cause,  consisting  of their
persistent  failure since at least 1989 to, among many other things,  (i) direct
or oversee the affairs of the Company,  (ii) protect the Company's franchise and
charter and keep them in effect, (iii) cause financial statements to be prepared
or filings to be made with the Securities and Exchange  Commission,  (iv) do any
act or thing for the  benefit  of the  shareholders,  (v) hold any  meetings  of
directors or call any meetings of the shareholders, (vi) inform the shareholders
of the state of the Company or its  affairs,  or (vii)  suggest or evaluate  any
means whereby the Company might be made to prosper.

         Stephen M. Siedow, the single largest  shareholder of the Company,  was
elected to the board of directors to serve as the sole director of the Company.

Election of New Management

         The  shareholders on February 12,  1997,  elected  Stephen M. Siedow as
Chief Executive Officer,  President  and  Chief Financial Officer of the Company
and John D. Brasher Jr. as Secretary of the  Company.  Mr. Brasher was a founder
of theCompany and is a significant  shareholder of the Company.  Mr. Siedow also
is a significant shareholder of the Company.

Audits and Filings

         Current  management  has made all  necessary  filings with the Delaware
Secretary of State to bring the Company back into good standing. Management also
has prepared  certain annual  reports and quarterly  reports which will be filed
with the Securities and Exchange  Commission  ("SEC"), in order to bring current
the  Company's  filings  with the SEC. In  addition,  the Company has engaged an
independent  accounting firm to audit the Company's financial statements through
the fiscal year ended May 31, 1996,  and  management  anticipates  that the same
firm will audit the Company's financial statements through the fiscal year ended
May 31, 1997. Under current accounting rules, the Company is considered to be in
the development stage.

Restatement and Amendment of Certificate of Incorporation

         The Company on February 19, 1997, filed with the Delaware  Secretary of
State a  comprehensive  amendment  which (in addition to changing the  corporate
name back to  Whitney  American  Corporation)  amended  the  Company's  existing
Certificate of Incorporation  in its entirety,  which are attached as an exhibit
to this report.

Adoption of New Bylaws

         On February 12, 1997, the Company's shareholders approved and adopted a
new set of bylaws,  which  supersede  and  replace  the  former  bylaws in their
entirety. The new bylaws are attached as an exhibit to this report.

                                       2
<PAGE>

Recapitalization

         On  February  12,  1997,   the   Company's   shareholders   approved  a
restructuring of the Company's  authorized  capital,  which effected a 1-for-100
reverse  stock split,  reducing the issued and  outstanding  common  shares from
6,250,000  to  62,500  shares.  At the same  time,  the  shareholders  fixed the
Company's  authorized  capital  stock  following the reverse split at 50,000,000
shares of common stock and  5,000,000  shares of preferred  stock,  all of a par
value of $.00001 per share.


Adoption of 1997 Stock Option Plan

         On February  14, 1997,  the  Company's  shareholders  approved the 1997
Stock  Option Plan for  officers,  key  employees,  non-employee  directors  and
advisors  (the "CSO  Plan").  The  Company has  reserved a maximum of  2,000,000
common  shares to be issued upon the exercise of options  granted  under the CSO
Plan.  The CSO Plan will not qualify as an  "incentive  stock option" plan under
Section 422 of the Internal  Revenue Code of 1986,  as amended.  Options will be
granted  under the CSO Plan at exercise  prices to be determined by the Board of
Directors  or other CSO Plan  administrator.  With  respect to  options  granted
pursuant to the CSO Plan,  optionees will not recognize  taxable income upon the
grant of options,  but will  realize  income (or  capital  loss) at the time the
options are  exercised to purchase  common  stock.  The amount of income will be
equal to the difference  between the exercise price and the fair market value of
the common  stock on the date of  exercise.  The  Company  will be entitled to a
compensating  deduction in an amount equal to the taxable income  realized by an
optionee as a result of exercising the option. The CSO Plan will be administered
by the Board of  Directors  or a committee  of  directors.  No options have been
granted  under the CSO Plan to date.  The CSO Plan is  attached as an exhibit to
this report.


Adoption of 1997 Employee Stock Compensation Plan

         On February  14, 1997,  the  Company's  shareholders  approved the 1997
Employee  Stock  Compensation  Plan for  employees,  officers,  directors of the
Company and advisors to the Company (the "ESC Plan"). The Company has reserved a
maximum of 1,500,000  common  shares to be issued upon the grant of awards under
the ESC Plan.  Employees will recognize  taxable income upon the grant of common
stock  equal to the fair  market  value of the  common  stock on the date of the
grant and the Company will recognize a compensating  deduction at such time. The
ESC Plan  will be  administered  by the  Board of  Directors.  No stock has been
awarded  under the ESC Plan to date.  The ESC Plan is  attached as an exhibit to
this report.


Intended Filings

         The Company is not at this time subject to the  reporting  requirements
of the  Securities  Exchange  Act of 1934,  as  amended  ("Exchange  Act"),  but
voluntarily files reports under the Exchange Act.  Management intends as soon as
possible, no later than June 30, 1997, to file a registration statement with the
SEC in order to register the Company's common stock under the Exchange Act, upon
the  effectiveness  of  which  the  Company  will be  subject  to the  reporting
requirements of the Exchange Act.


Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.


         (a)  Financial Statements.  NOT APPLICABLE.

         (b)  Pro Forma Financial Statements.  NOT APPLICABLE.

                                       3

<PAGE>


         (c) Exhibits. The following documents are filed herewith as exhibits to
this report on Form 8-K.  References  in the list of  exhibits to the  "Company"
mean Whitney American Corporation.


         3.1      Certificate of Amendment of the Company (effecting name change
                  to Whitney  American  Corporation and amending the Certificate
                  of  Incorporation  in its entirety) as filed with the Delaware
                  Secretary of State on February 19, 1997.

         3.2      Bylaws of the Company adopted on February 12, 1997.

         10.1     1997 Stock Option Plan of the Company.

         10.2     1997 Employee Stock Compensation Plan of the Company.

                                       4

<PAGE>

                                   SIGNATURES


     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Company has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.

DATED: May 6, 1997
                                              Whitney American Corporation




                                                 /s/ Stephen M. Siedow
                                              By ...........................
                                                 Stephen M. Siedow, President
 
                                        5
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                       Pursuant to Sections 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 12, 1997

                          WHITNEY AMERICAN CORPORATION
               (Exact name of registrant as specified in charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

           33-17397-D                                  84-1070022
    (Commission File Number)             (I.R.S. Employer Identification Number)

                12373 E. Cornell Avenue, Aurora, Colorado, 80014
              (Address of Principal Executive Offices and Zip Code)

                               (303) 337-3384
              (Registrant's telephone number, including area code)

                        Industrial Waste Processing, Inc.
          (Former name or former address, if changed since last report)

                                       1
Item 5.  OTHER EVENTS.

Change of Corporate Name

         Whitney American Corporation,  a Delaware corporation ("Company"),  was
incorporated  in 1987 under that name. In 1988, the Company  changed its name to
Industrial Waste  Processing,  Inc. The Company on February 19, 1997, filed with
the Delaware  Secretary of State an amendment to the  Company's  Certificate  of
Incorporation  that,  among other  things,  changed the  Company's  name back to
Whitney American Corporation.

Removal of Board of Directors for Cause; Establishment of new Board

         On February 12, 1997, the  shareholders  of the Company  removed all of
the  Company's  then  directors  from  office  for  cause,  consisting  of their
persistent  failure since at least 1989 to, among many other things,  (i) direct
or oversee the affairs of the Company,  (ii) protect the Company's franchise and
charter and keep them in effect, (iii) cause financial statements to be prepared
or filings to be made with the Securities and Exchange  Commission,  (iv) do any
act or thing for the  benefit  of the  shareholders,  (v) hold any  meetings  of
directors or call any meetings of the shareholders, (vi) inform the shareholders
of the state of the Company or its  affairs,  or (vii)  suggest or evaluate  any
means whereby the Company might be made to prosper.

         Stephen M. Siedow, the single largest  shareholder of the Company,  was
elected to the board of directors to serve as the sole director of the Company.

Election of New Management

         The  shareholders on February 12,  1997,  elected  Stephen M. Siedow as
Chief Executive Officer,  President  and  Chief Financial Officer of the Company
and John D. Brasher Jr. as Secretary of the  Company.  Mr. Brasher was a founder
of theCompany and is a significant  shareholder of the Company.  Mr. Siedow also
is a significant shareholder of the Company.

Audits and Filings

         Current  management  has made all  necessary  filings with the Delaware
Secretary of State to bring the Company back into good standing. Management also
has prepared  certain annual  reports and quarterly  reports which will be filed
with the Securities and Exchange  Commission  ("SEC"), in order to bring current
the  Company's  filings  with the SEC. In  addition,  the Company has engaged an
independent  accounting firm to audit the Company's financial statements through
the fiscal year ended May 31, 1996,  and  management  anticipates  that the same
firm will audit the Company's financial statements through the fiscal year ended
May 31, 1997. Under current accounting rules, the Company is considered to be in
the development stage.

Restatement and Amendment of Certificate of Incorporation

         The Company on February 19, 1997, filed with the Delaware  Secretary of
State a  comprehensive  amendment  which (in addition to changing the  corporate
name back to  Whitney  American  Corporation)  amended  the  Company's  existing
Certificate of Incorporation  in its entirety,  which are attached as an exhibit
to this report.

Adoption of New Bylaws

         On February 12, 1997, the Company's shareholders approved and adopted a
new set of bylaws,  which  supersede  and  replace  the  former  bylaws in their
entirety. The new bylaws are attached as an exhibit to this report.

                                       2
Recapitalization

         On  February  12,  1997,   the   Company's   shareholders   approved  a
restructuring of the Company's  authorized  capital,  which effected a 1-for-100
reverse  stock split,  reducing the issued and  outstanding  common  shares from
6,250,000  to  62,500  shares.  At the same  time,  the  shareholders  fixed the
Company's  authorized  capital  stock  following the reverse split at 50,000,000
shares of common stock and  5,000,000  shares of preferred  stock,  all of a par
value of $.00001 per share.

Adoption of 1997 Stock Option Plan

         On February  14, 1997,  the  Company's  shareholders  approved the 1997
Stock  Option Plan for  officers,  key  employees,  non-employee  directors  and
advisors  (the "CSO  Plan").  The  Company has  reserved a maximum of  2,000,000
common  shares to be issued upon the exercise of options  granted  under the CSO
Plan.  The CSO Plan will not qualify as an  "incentive  stock option" plan under
Section 422 of the Internal  Revenue Code of 1986,  as amended.  Options will be
granted  under the CSO Plan at exercise  prices to be determined by the Board of
Directors  or other CSO Plan  administrator.  With  respect to  options  granted
pursuant to the CSO Plan,  optionees will not recognize  taxable income upon the
grant of options,  but will  realize  income (or  capital  loss) at the time the
options are  exercised to purchase  common  stock.  The amount of income will be
equal to the difference  between the exercise price and the fair market value of
the common  stock on the date of  exercise.  The  Company  will be entitled to a
compensating  deduction in an amount equal to the taxable income  realized by an
optionee as a result of exercising the option. The CSO Plan will be administered
by the Board of  Directors  or a committee  of  directors.  No options have been
granted  under the CSO Plan to date.  The CSO Plan is  attached as an exhibit to
this report.

Adoption of 1997 Employee Stock Compensation Plan

         On February  14, 1997,  the  Company's  shareholders  approved the 1997
Employee  Stock  Compensation  Plan for  employees,  officers,  directors of the
Company and advisors to the Company (the "ESC Plan"). The Company has reserved a
maximum of 1,500,000  common  shares to be issued upon the grant of awards under
the ESC Plan.  Employees will recognize  taxable income upon the grant of common
stock  equal to the fair  market  value of the  common  stock on the date of the
grant and the Company will recognize a compensating  deduction at such time. The
ESC Plan  will be  administered  by the  Board of  Directors.  No stock has been
awarded  under the ESC Plan to date.  The ESC Plan is  attached as an exhibit to
this report.

Intended Filings

         The Company is not at this time subject to the  reporting  requirements
of the  Securities  Exchange  Act of 1934,  as  amended  ("Exchange  Act"),  but
voluntarily files reports under the Exchange Act.  Management intends as soon as
possible, no later than June 30, 1997, to file a registration statement with the
SEC in order to register the Company's common stock under the Exchange Act, upon
the  effectiveness  of  which  the  Company  will be  subject  to the  reporting
requirements of the Exchange Act.

Item 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)  Financial Statements.  NOT APPLICABLE.

         (b)  Pro Forma Financial Statements.  NOT APPLICABLE.

                                       3
(c) Exhibits. The following documents are filed herewith as exhibits to
this report on Form 8-K.  References  in the list of  exhibits to the  "Company"
mean Whitney American Corporation.

         3.1      Certificate of Amendment of the Company (effecting name change
                  to Whitney  American  Corporation and amending the Certificate
                  of  Incorporation  in its entirety) as filed with the Delaware
                  Secretary of State on February 19, 1997.

         3.2      Bylaws of the Company adopted on February 12, 1997.

         10.1     1997 Stock Option Plan of the Company.

         10.2     1997 Employee Stock Compensation Plan of the Company.

                                       4
SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the Company has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned, thereunto duly authorized.

DATED: May 6, 1997
                                              Whitney American Corporation

                                                 /s/ Stephen M. Siedow
                                              By ...........................
                                                 Stephen M. Siedow, President
 
                                        5