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

(X)      QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For Quarterly Period Ended December 31, 1999
                                                             OR
(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from            to
                                        ----------    -----------

Commission File No. 0-17757

                             W-W CAPITAL CORPORATION
             (exact name of Registrant as specified in its charter)

            Nevada                                               93-0967457
(State or other jurisdiction of                            (IRS Employer Identi-
 incorporation or organization)                               fication Number)

                3500 JFK Parkway Suite 202 Ft. Collins, CO 80525
          (Address of principal executive offices, including zip code)
                                 (970) 207-1100
              (Registrant's telephone number, including area code)
                                 Not Applicable
   (Former name, address and former fiscal year, if changed since last report)

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 the filing
requirements for the past 90 days. Yes _X_   No ___

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether  Registrant  has filed all  documents and reports
required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
     Yes      No      NOT APPLICABLE   X
         ----    ----                ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Title of Each Class                                Number of Shares Outstanding
-------------------                                     at February 14, 2000
   Common stock                                    ----------------------------
 $0.01 Par Value                                            5,540,661

<PAGE>
                             W-W CAPITAL CORPORATION

                                      Index

PART I       FINANCIAL INFORMATION                                      PAGE NO.
------       ---------------------                                      --------

Item 1       Balance Sheets
               December 31, 1999 and June 30, 1999                         1

             Statements of Operations
                Three and Six Months Ended
                December 31, 1999 and 1998                                 3

             Statements of Cash Flows
                Six Months Ended
                December 31, 1999 and 1998                                 4

             Notes to Financial Statements                                 6

Item 2       Management's Discussion and Analysis
                of Financial Condition and Results
                of Operations                                              7

PART II      OTHER INFORMATION

Item 1       LEGAL PROCEEDINGS                                            11
------
Item 2       CHANGES IN SECURITIES                                        11
------
Item 3       DEFAULTS UPON SENIOR SECURITIES                              11
------
Item 4       SUBMISSION OF MATTERS TO VOTE OF
------
             SECURITY HOLDERS                                             11
Item 5       OTHER INFORMATION                                            11
------
Item 6       EXHIBITS AND REPORT ON FORM 8-K                              11
------


             SIGNATURES                                                   12

<PAGE>
                          Part 1-FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
-----------------------------
                             W-W CAPITAL CORPORATION
                             -----------------------
<TABLE>
<CAPTION>
                                 Balance Sheets

                                                             December 31,       June 30,
                                                                 1999             1999
                                                                 ----             ----
                                                             (Unaudited)
<S>                                                         <C>             <C>
Assets
------
Current assets:
     Cash ...............................................   $    215,885    $    311,491
                                                            ------------    ------------
     Trade accounts receivable ..........................      2,378,415       2,297,593
     Less allowance for doubtful accounts ...............       (120,000)       (115,000)
                                                            ------------    ------------
         Net accounts receivable ........................      2,258,415       2,182,593
                                                            ------------    ------------
     Accounts receivable, other .........................         42,613          43,545
     Inventories:
         Raw materials ..................................        417,208         420,494
         Work-in-process ................................        239,823         240,573
         Finished goods .................................      3,019,814       2,814,682
                                                            ------------    ------------
              Total inventories .........................      3,676,845       3,475,749
                                                            ------------    ------------
     Prepaid expenses ...................................         83,228          17,058
     Current portion of notes receivable
         from related parties                                        465             465
                                                            ------------    ------------
         Total current assets ...........................      6,277,451       6,030,901
                                                            ------------    ------------

Property and equipment, at cost .........................      4,905,390       4,860,564
     Less accumulated depreciation
         and amortization ...............................     (2,918,120)     (2,786,645)
                                                            ------------    ------------
         Net property and equipment .....................      1,987,270       2,073,919
                                                            ------------    ------------

Other Assets:
     Long-term notes receivable from
         related parties, net of current portion ........         21,669          22,135
     Loan Acquisition Costs--Net of
         accumulated amortization of $27,175
         at December 31, 1999 and $11,689 at
         June 30, 1999  .................................         56,780          72,266
     Other assets .......................................         17,974          21,571
                                                            ------------    ------------
         Total other assets .............................         96,423         115,972
                                                            ------------    ------------

     TOTAL ASSETS .......................................   $  8,361,144    $  8,220,792
                                                            ============    ============
</TABLE>
                          (Continued on following page)
                See accompanying notes to financial statements.

                                       1
<PAGE>
                             W-W CAPITAL CORPORATION
                             -----------------------
<TABLE>
<CAPTION>
                            Balance Sheets, Continued

                                                             December 31,       June 30,
                                                                 1999             1999
                                                                 ----             ----
                                                             (Unaudited)
<S>                                                         <C>             <C>
Liabilities
-----------
Current Liabilities:
     Accounts Payable ...................................   $  2,081,512    $  2,129,501
     Accrued property taxes .............................         28,143          23,062
     Accrued payroll and related taxes ..................        209,015         216,719
     Accrued interest payable ...........................         20,855          19,790
     Current portion of long-term notes payable .........        229,000         227,000
     Current portion of capital lease obligations .......         18,000          17,000
     Other current liabilities ..........................          3,398             874
                                                            ------------    ------------

         Total current liabilities ......................      2,589,923       2,633,946
                                                            ------------    ------------

Other Liabilities:
     Long-term notes payable, net of current portion ....      2,919,820       2,898,626
     Long-term capital lease obligations, net
         of current portion .............................         63,683          73,002
                                                            ------------    ------------
         Total other liabilities ........................      2,983,503       2,971,628
                                                            ------------    ------------

         TOTAL LIABILITIES ..............................      5,573,426       5,605,574
                                                            ------------    ------------

Stockholders' Equity
--------------------
     Preferred stock: $10.00 par value, 400,000 shares
         authorized                                                 --              --
     Common stock,  $0.01 par value, 15,000,000 shares
         authorized;  5,540,661 shares issued and
         outstanding at December 31, 1999
         and June 30, 1999 ..............................         55,406          55,406
     Capital in excess of par value .....................      3,304,629       3,304,629
     Accumulated Deficit ................................       (523,411)       (695,911)
                                                            ------------    ------------
                                                               2,836,624       2,664,124
     Less 120,264 shares of treasury stock at cost ......        (48,906)        (48,906)
                                                            ------------    ------------

         TOTAL STOCKHOLDERS' EQUITY .....................      2,787,718       2,615,218
                                                            ------------    ------------

         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY ...........................   $  8,361,144    $  8,220,792
                                                            ============    ============
</TABLE>
                See accompanying notes to financial statements.

                                       2
<PAGE>
                             W-W CAPITAL CORPORATION
<TABLE>
<CAPTION>
                            Statements of Operations
                                   (Unaudited)

                                                  Three Months Ended            Six Months Ended
                                                     December 31                   December 31,
                                                     -----------                   ------------
                                                 1999           1998           1999           1998
                                                 ----           ----           ----           ----
<S>                                         <C>            <C>            <C>            <C>
Net Sales ...............................   $ 4,485,809    $ 3,819,669    $ 9,471,195    $ 7,841,139
Cost of goods sold ......................     3,715,993      3,231,425      7,730,323      6,569,336
                                            -----------    -----------    -----------    -----------
      Gross profit ......................       769,816        588,244      1,740,872      1,271,803
                                            -----------    -----------    -----------    -----------

Operating expenses:
      Selling expenses ..................       377,970        317,320        738,449        618,094
      General and administrative expenses       345,527        339,061        718,626        656,536
                                            -----------    -----------    -----------    -----------

           Total operating expenses .....       723,497        656,381      1,457,075      1,274,630
                                            -----------    -----------    -----------    -----------

           Operating earnings (loss) ....        46,319        (68,137)       283,797         (2,827)
                                            -----------    -----------    -----------    -----------

Other income (expenses):
      Interest income ...................        14,263         16,990         31,252         36,005
      Interest expense ..................       (75,250)       (70,779)      (148,659)      (153,261)
      Gain (loss) on sale of assets .....          --            1,500           --              153
      Other income (expense), net .......         4,093          8,336          6,110         15,713
                                            -----------    -----------    -----------    -----------
           Total other income (expense) .       (56,894)       (43,953)      (111,297)      (101,390)
                                            -----------    -----------    -----------    -----------

      Earnings (loss) before income taxes       (10,575)      (112,090)       172,500       (104,217)

Provision for deferred income taxes               --             --             --             --
                                            -----------    -----------    -----------    -----------


      Net earnings (loss) ...............   $   (10,575)   $  (112,090)   $   172,500    $  (104,217)
                                            ===========    ===========    ===========    ===========


Basic earnings (loss) per common share ..           .00           (.02)           .03           (.02)
                                            ===========    ===========    ===========    ===========

Diluted earnings (loss) per common share            .00           (.02)           .03           (.02)
                                            ===========    ===========    ===========    ===========

Weighted-average number of
common shares outstanding ...............     5,540,661      5,560,794      5,540,661      5,560,794
                                            ===========    ===========    ===========    ===========
</TABLE>



                See accompanying notes to financial statements.

                                       3
<PAGE>
                             W-W CAPITAL CORPORATION
<TABLE>
<CAPTION>
                            Statements of Cash Flows
                                   (Unaudited)

                                                              Six Months Ended
                                                                December 31,
                                                                ------------
                                                             1999         1998
                                                             ----         ----
<S>                                                       <C>          <C>
Cash flows from operating activities:
     Net earnings (loss) ..............................   $ 172,500    $(104,217)
     Adjustments to reconcile net earnings (loss)
         to net cash used in operating activities:
         Depreciation and amortization ................     146,962      171,077
         Gain on sale of property and equipment .......        --           (153)
         Provision for doubtful accounts receivable ...       6,850         --

     Change in assets and liabilities:
         Accounts receivable ..........................     (82,672)    (152,960)
         Inventories ..................................    (201,096)     (73,973)
         Other current and non-current assets .........     (61,641)     (86,254)
         Accounts payable .............................     (47,989)     149,852
         Accrued expenses and other current liabilities         966      (17,541)
                                                          ---------    ---------

              Net cash used in operating activities ...     (66,120)    (114,169)
                                                          ---------    ---------

Cash flows from investing activities:
     Proceeds from sale of property and equipment .....        --          1,500
     Purchase of property and equipment ...............     (44,827)     (67,906)
     Increase in other notes receivable ...............        --         (5,771)
     Proceeds from other notes receivable .............        --         25,268
     Proceeds from stockholders' notes receivable               466          428
                                                          ---------    ---------
              Net cash used in investing activities ...   $ (44,361)   $ (46,481)
                                                          ---------    ---------
</TABLE>
                          (Continued on following page)






                                      4
<PAGE>
                             W-W CAPITAL CORPORATION
                             -----------------------
<TABLE>
<CAPTION>
                       Statements of Cash Flows, Continued
                                   (Unaudited)

                                                                 Six Months Ended
                                                                   December 31,
                                                                   ------------
                                                                1999           1998
                                                                ----           ----
<S>                                                        <C>            <C>
Cash flows from financing activities:
     Payments on notes payable, financial
         institutions and government entities ..........   $(8,572,474)   $  (243,805)
     Proceeds from notes payable .......................     8,595,668         40,748
     Payments on capital leases ........................        (8,319)        (7,860)
                                                           -----------    -----------
         Net cash provided by (used in) financing
                  activities ...........................        14,875       (210,917)
                                                           -----------    -----------

     Net decrease in cash ..............................       (95,606)      (371,567)
     Cash at beginning of period .......................       311,491        281,449
                                                           -----------    -----------

     Cash at end of period .............................   $   215,885    $   (90,118)
                                                           ===========    ===========


Supplemental disclosures of cash flow information:

     Cash paid during the period for interest ..........   $   144,971    $   161,567

     Installment loans to acquire property and equipment   $      --      $   128,238

</TABLE>

                 See accompanying notes to financial statements.




                                       5
<PAGE>
                             W-W CAPITAL CORPORATION
                             -----------------------

                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION
------------------------------

     The accompanying unaudited financial statements include the accounts of W-W
Capital  Corporation (the Company) and its three  wholly-owned  subsidiaries W-W
Manufacturing Co., Inc., Titan Industries, Inc., and Eagle Enterprises, Inc. All
significant intercompany accounts and transactions have been eliminated.

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  They do not include all  information  and  footnotes  necessary for a fair
presentation  of financial  position,  results of operations and changes in cash
flows in conformity with generally accepted accounting  principles for full-year
financial  statements.  However,  except as disclosed herein,  there has been no
material  change  in the  information  disclosed  in the  notes  to W-W  Capital
Corporation's  financial  statements  included in its Annual Report on Form 10-K
for the year ended June 30, 1999. In the opinion of management,  all adjustments
(consisting of normal recurring accrual basis adjustments)  considered necessary
for a fair  presentation  have  been  reflected  in the  accompanying  financial
statements. Operating results for the three and six month periods ended December
31, 1999, are not necessarily  indicative of the result that may be expected for
the year ended June 30, 2000


NOTE 2 - NET BASIC EARNINGS PER SHARE
-------------------------------------

         The  net  basic  earnings  (loss)  per  share  amount  included  in the
accompanying   statement   of   operations   have   been   computed   using  the
weighted-average  number of shares of common stock  outstanding and the dilative
effect, if any, of common stock equivalents existing during the applicable three
and six month periods.


NOTE 3 - RELATED PARTY TRANSACTION
----------------------------------

         The  Company  has a  number  of  related  party  transactions.  See the
footnotes to W-W Capital  Corporation  financial  statements  for the year ended
June 30,  1999,  included  in its Annual  Report on Form 10-K for the nature and
type of related party transactions.




                                        6
<PAGE>
         A summary of the related party  transactions  that effect the Company's
statement of operations for the three and six months ended December 31, 1999 and
1998, respectively, is as follows:

                            Three Months Ended            Six Months Ended
                               December 31,                 December 31,
                               ------------                 ------------
Transactions with
Related parties            1999           1998           1999          1998
---------------            ----           ----           ----          ----

Rent expense          $  15,000      $  15,000      $  30,000    $   30,000

Interest expense            304            475            653           989



ITEM 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.
--------------------------------------------------------------------------------

         The  business  of the  Company is carried on within two  segments  by a
number of operating units. The livestock  handling equipment segment is composed
of W-W Manufacturing (W-W Manufacturing) and Eagle Enterprises  (Eagle), and the
water and  environmental  product  segment is  represented  by Titan  Industries
(Titan).

(A)      Analysis of Results of Operations
         ---------------------------------

         The Company  had net  earnings  of  $172,500  for the six months  ended
December 31, 1999,  as compared to a net loss of $104,217 for the same period of
1998. For the three month period ended December 31, 1999, the Company incurred a
loss of $10,575 as  compared  to a net loss of $112,  090 for the same period of
1998. The loss sustained in the quarter was  attributable  to a loss reported by
the  water  and  environmental   product  group  of  $105,954.   This  loss  was
attributable  to the normal slow selling  periods  during the winter  months and
holiday season.  The livestock  equipment group had net earnings of $105,858 for
the quarter ended December 31, 1999.

         Net sales increased to $9,471,195 for the six months ended December 31,
1999,  compared to $7,841,139 for 1998. The following  table  represents  actual
sales by segment group.
<TABLE>
<CAPTION>
Sales by segment group:                         Three Months Ended                    Six Months Ended
                                                   December 31,                         December 31,
                                                   ------------                         ------------

                                             1999               1998                1999              1998
                                             ----               ----                ----              ----
<S>                                     <C>                <C>               <C>                <C>
Livestock Handling Equipment            $    2,713,578     $   2,154,000     $     5,400,131    $    4,271,371
Water and Environmental Products             1,772,231         1,665,669           4,071,064         3,569,768
                                             ---------         ---------           ---------         ---------
           Total Sales                  $    4,485,809     $   3,819,669     $     9,471,195    $    7,841,139
                                             =========         =========           =========         =========
</TABLE>




                                       7
<PAGE>
The sales in the water and environmental product segment increased to $4,071,064
as compared to $3,569,768 for the corresponding  period of 1998. The increase of
$501,296 is  attributable  to strong demand in the new  manufactured  and custom
fabricated  products.  Titan is  experiencing  its usual  slow down  during  the
holiday season and the cold month of December.  As weather  improves and we move
into the normal strong selling season of spring, Titan is expecting to see sales
reach all time levels. The Company continues to see strong acceptance of its new
products  developed and introduced  over the past year.  These products  include
Ver-Ta-Slot PVC, Enviroflex,  mega-screen, and slotted high-density polyethylene
pipe.   These   products  have  allowed  Titan  the   opportunity   to  go  into
non-traditional  water well  markets  such as  horizontal  drilling,  landfills,
highway  construction  and various mining  applications.  With the new products,
market improvements,  and Titan's commitment to quality and service, the Company
is anticipating strong sales throughout its traditionally strong selling seasons
of spring,  summer and fall.  Titan will  continue  to expand  into new  markets
through  its  efforts  to   establish   new   distributors   and   manufacturing
representation  in  all  areas  of the  country.  By  continually  concentrating
expansion  in the south and the west coast,  Titan  should  gradually  eliminate
being  effected by weather  conditions  and improve its sales  during the winter
months.

Sales in the livestock segment increased to $5,400,131 as compared to $4,271,371
for the same period of 1998.  The  increase of  $1,128,760  is  attributable  to
improved cattle prices, therefore creating strong distributor/dealer demand. The
Company's  efforts  to enter into new equine  (horse)  equipment  and expand its
product  offerings  in rodeo and special  product  sales has  accounted  for the
increase in sales.  Sales  increased  at both the Dodge City  location and Eagle
plant  location  in  Livingston,  Tennessee.  Sales at the Dodge  City  location
increased from  $3,025,018 to $3,784,034  for the same six-month  period of 1998
and 1999.  Sales  increased at the Eagle plant to $1,616,097  for the six months
ended  December 31, 1999 as compared to $1,245,993  for the same period of 1998.
Based on present conditions, the Company anticipates sales and profits to remain
strong throughout fiscal 1999-2000.  The Company is presently working on several
new products to be introduced  during the spring and fall  markets.  The Company
continues  to make product  improvements  to existing  products,  which has been
another  factor in the recent  increase  in sales.  These  improvements  and new
product  introductions  have  allowed  the Company to gain  acceptance  with new
customers and move into markets not normally  serviced by the Company.  The east
coast market  serviced by Eagle  continues to show  improvement,  as this market
continues to accept and appreciate a higher quality of equipment,  replacing the
lighter  weight  products  previously  offered  in  this  market.  The  cow-calf
operator,  which is the largest segment of the eastern  market,  has learned the
value in having heavy working  equipment.  The eastern  market has seen the most
significant  improvements  in the  rodeo and  equine  equipment  lines  based on
present market  conditions.  The livestock handling equipment segment should see
strong sales and improved  profits  throughout the balance of the current fiscal
year.

Gross margins show  improvement for both the three and six months ended December
31, 1999.  For the six months ended  December 31, 1999,  overall  gross  margins
improved to 18.4% as compared  to 16.2% for the same  six-month  period of 1998.
Gross margins stayed  relatively  level at 16.0% in the water and  environmental
product  group  for  the  six-month  period.  Gross  profit  for the  water  and
environmental segment improved to $647,589 for the six months ended December 31,
1999 as compared to $571,312 for the same period of 1998.

                                       8
<PAGE>
Gross margins in the  livestock  equipment  segment  improved for the six months
ended  December  31, 1999 to 19.8% as compared  to 15.9% in 1998.  The  improved
margins are due to some improvements in manufacturing  efficiencies,  as well as
sales.  As sales rise,  expenses  will not  necessarily  rise at the same level,
therefore  lowering cost as a percentage of sales. Gross profit in the livestock
equipment  segment increased to $1,093,283 for the six months ended December 31,
1999 as compared to $700,131 for the same six-month period of 1998.

Gross  margins at the Eagle plant  continue to improve as the plant  utilization
continues to improve and sales  increase in the eastern  market.  Gross  profits
improved at the Eagle plant to $214,154  for the six months  ended  December 31,
1999 as compared to $137,763 for the same period of 1998.

Selling expenses as a percentage of sales decreased from 7.9% in 1998 to 7.8% in
1999. The decrease,  while slight as a percentage of sales,  shows the Company's
cost will decline as sales  continue to improve.  While the  percentage  cost of
selling expense declines, the dollars expended increased $123,355. This increase
in cost was due to one  additional  salesman  added in the  livestock  equipment
segment  and extra cost  related to the  introduction  of new  products  in both
segments of operation. Selling cost increased in the livestock equipment segment
for the six months  ended  December  31,  1999  $80,637 as  compared to the same
period  of 1998.  Overall  selling  cost  increased  $39,718  in the  water  and
environmental  products  group.  The Company  expects to maintain an  aggressive
approach in  developing  and selling  new  products.  Through the balance of the
fiscal year,  management will continue to evaluate  selling expense to find ways
to keep costs in line as a percentage  of sales,  as we continue to grow markets
and market share with new products.

General and administrative expense decreased as a percentage of sales to 7.6% as
compared to 8.4% for the same period of 1998.  The decrease as a  percentage  of
sales was due to the  increase  in sales  without a  corresponding  increase  in
costs. Overall dollars spent on general and administrative expenses was realized
in both segments of  operations.  The water and  environmental  product  segment
increased  $58,677 for the six months ended December 31, 1999 as compared to the
same  period of 1998.  This was mainly due to salary  increases  and  additional
people added in the  livestock  equipment  segment.  General and  administrative
expenses only increased $25,381 for the six-month period ended December 31, 1999
as compared to the same period of December 31, 1998.  The Company will  continue
to find ways to lower  general  and  administrative  expense  through the use of
centralization, job realignment, and line-by-line expense reductions.

Interest expense declined for the six months ended December 31, 1999 to $148,659
from $153,261 for the same period of 1998. Interest expense for the three months
ended  December  31,  1999  increased  to  $75,250  from  $70,779  for the  same
three-month  period  of 1998.  This  increase  is due to the  rise in the  prime
interest rate and the heavy  borrowing on the revolving  lines to support higher
inventory levels. As profits and cash flow increase, the Company plans to reduce
debt, thereby reducing overall interest expense.

(B)  Liquidity and Capital Resources
     -------------------------------

The Company's  principal  sources of liquidity are  borrowings  under its credit
facilities and from internally generated funds. The Company generated funds from
operations  with net  earnings of $172,500 and used cash flow in  operations  of
$66,120 for the six months ended  December 31, 1999.  The funds  generated  from
operating  cash flow and increased  borrowings of $23,194 has provided  adequate
liquidity to meet all current  obligations for the six months ended December 31,
1999. The

                                       9
<PAGE>
Company's  increase in net borrowings were used to support an increase
in inventories and accounts  receivables.  Increases in inventories and accounts
receivables were due to the significant  sales growth realized over the past six
months.

The Company used cash in investing  activities  for the purchase of new property
and equipment.  Overall purchases of property and equipment were reduced for the
six months  ended  December  31, 1999 to $44,827  from  $67,906 for the same six
months ended December 31, 1998.  Cash used in financing  activity  resulted in a
new  increase in  borrowings  of $14,875 for the six months  ended  December 31,
1999, and the Company anticipates overall debt to remain steady over the balance
of fiscal 2000. In November 1998, management  successfully completed new banking
arrangements  with Norwest  Business Credit of Denver.  This allowed the Company
the necessary capital to continue to grow and meet its obligations.  The details
of the arrangement  called for a three-year  commitment from the bank of various
revolving lines and an equipment line for purchase of equipment.

To  give  W-W   Manufacturing   the   opportunity  to  grow  and  eliminate  its
manufacturing and labor deficiencies, management entered into a letter-of-intent
agreement to move the Dodge City  location to Thomas,  Oklahoma.  The  agreement
called for the construction of a new 75,000 sq. foot manufacturing facility. The
facility  will be owned by the  City of  Thomas  and  financed  through  various
federal,  state,  and local grants as well as low  interest  loans over a twenty
year period. The Company will receive various state and local tax incentives and
the cost of moving to be provided by the City of Thomas. Management successfully
signed a final agreement  subsequent to December 31, 1999 with the expected move
date to be later in calendar 2000.

The Company has been  investigating  the possibility of purchasing a 46-year old
livestock  equipment  manufacturer  specializing  in the production of scale and
weighing devices for the agricultural market. The products  manufactured include
animal scales as well as grain and feed scales,  both mechanical and electronic.
This  prospective  company fits very well with the present  livestock  equipment
segment and will open up new markets for the present  product line.  The Company
has issued a letter in  understanding  on the  purchase  but at the time of this
report no final determination or outcome on the negotiations are available.

Management believes that with net cash provided from cash flow,  available lines
of credit,  and funds provided from earnings,  it will have adequate  sources to
meet  its  current   obligations.   Based  on  the  current  conditions  in  all
subsidiaries and general economic conditions, the Company anticipates continuing
to make a profit for fiscal  2000.  However,  management  does  anticipate  that
moving the W-W  Livestock  Equipment  plant from Dodge City to Thomas,  Oklahoma
would have some effects on profitability during and for a period after the move.
The Company feels that with traditional  cash flow continuing to improve,  lower
overall operating cost, and a new modern production  facility,  that the Company
will continue to improve throughout the year.

                                       10
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1.         LEGAL PROCEEDINGS
-------         -----------------

      Not Applicable

ITEM 2.         CHANGES IN SECURITIES
-------         ---------------------

     Not Applicable

ITEM 3.         DEFAULTS UPON SENIOR SECURITIES
-------         -------------------------------

     Not Applicable

ITEM 4.         SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
-------         --------------------------------------------------

     On January 14, 2000, the Company held its annual  meeting of  stockholders.
Due to a lack of a quorum, the meeting was postponed until a later date.

ITEM 5.         OTHER INFORMATION
-------         -----------------

     Not Applicable

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K
-------         --------------------------------

     Exhibit 27 Financial Data Schedule



                                       11
<PAGE>
         Pursuant to the  requirements  of the  Securities  and  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
                                                  (Registrant)

Dated: February 14, 2000                    By: /s/ Steve D. Zamzow
                                               ----------------------------
                                               Steve D. Zamzow,  President & CEO



Dated: February 14, 2000                    By: /s/ Mike Dick
                                               ----------------------
                                               Mike Dick, Controller