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 March 31, 1998

                                       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 November 10, 1997
   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
------                    March 31, 1998 and June 30, 1997                 1

                          Statements of Operations
                            Three and Six Months Ended
                            March 31, 1998 and 1997                        3

                          Statements of Cash Flows
                            Six Months Ended
                            March 31, 1998 and 1997                        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                               12
------
Item 2                    CHANGES IN SECURITIES                           12
------
Item 3                    DEFAULTS UPON SENIOR SECURITIES                 12
------
Item 4                    SUBMISSION OF MATTERS TO VOTE OF
------
                          SECURITY HOLDERS                                12
Item 5                    OTHER INFORMATION                               12
------
Item 6                    EXHIBITS AND REPORT ON FORM 8-K                 12
------

                          SIGNATURES                                      13


<PAGE>
                          Part 1-FINANCIAL INFORMATION

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

                                                      March 31,    June 30,
                                                        1998         1997
                                                        ----         ----
                                                    (Unaudited)
<S>                                                <C>           <C>        
Assets
Current assets:
     Cash ......................................   $   (75,569)  $   357,373
                                                   -----------   -----------
     Trade accounts receivabl ..................     2,060,180     2,160,991
     Less allowance for doubtful accounts ......     ( 134,000)     (134,000)
                                                   -----------   -----------
         Net accounts receivable ...............     1,926,180     2,026,991
     Accounts receivable, related party ........       168,407       167,572
     Accounts receivable, other ................        48,462        13,321
     Inventories:
       Raw materials ...........................       433,571       461,311
       Work-in-process .........................       188,890       188,890
       Finished goods ..........................     2,663,907     2,690,955
                                                   -----------   -----------
         Total inventories .....................     3,286,368     3,341,156
                                                   -----------   -----------
     Prepaid expenses ..........................        56,837        15,984
     Current portion of notes receivable
         from related parties- .................          --           9,286
     Current portion of notes receivable, other            811         6,549
                                                   -----------   -----------
         Total current assets ..................     5,411,496     5,938,232
                                                   -----------   -----------

Property and equipment, at cost ................     4,652,896     4,553,214
     less accumulated depreciation
     and amortization ..........................    (2,522,672)   (2,256,851)
                                                   -----------   -----------
         Net property and equipment ............     2,130,224     2,296,363
                                                   -----------   -----------

Other Assets:
     Real Estate held for resale- ..............         --          381,035
     Long-term notes receivable from
         related parties, net of current portion        23,028        23,028
     Long-term notes receivable, other, net
         of allowance for doubtful accounts
         of $10,000 and current portion1 .......        20,697         9,753
     Other assets ..............................        24,091        30,682
                                                   -----------   -----------
         Total other assets ....................       167,816       444,498
                                                   -----------   -----------

         TOTAL ASSETS ..........................   $ 7,709,536   $ 8,679,093
                                                   ===========   ===========
</TABLE>
                           Continued on following page
                 See accompanying notes to financial statements.

                                        1

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

                                                            March 31,       June 30,
                                                              1998           1997
                                                              ----           ----
                                   (Unaudited)
<S>                                                       <C>            <C>        
Liabilities
Current Liabilities:
     Accounts Payable .................................   $ 1,627,883    $ 2,232,990
     Revolving credit note payable to Bank ............     1,684,000      1,834,000
     Accrued property taxes ...........................        37,628         34,442
     Accrued payroll and related taxes ................       207,086        184,569
     Accrued interest payable .........................         4,718         12,344
     Accrued commissions related parties ..............       150,000        150,000
     Current portion of long-term payables ............     1,007,373      1,144,949
     Current portion of notes payable to
         related parties ..............................        22,654         27,069
     Current portion of capital lease obligation ......         4,145          9,889
     Other current liabilities ........................        12,063         18,777
                                                          -----------    -----------
         Total current liabilities ....................     4,757,550      5,649,029
                                                          -----------    -----------

Other Liabilities:
     Accrued commissions related party- ...............          --
     Long-term note payable to financial
         institutions net of current portion ..........       497,938        575,390
     Long-term capital lease obligation, net
         of current portion ...........................          --            1,684
                                                          -----------    -----------
         Total other Liabilities ......................       497,938        577,074
                                                          -----------    -----------

         TOTAL LIABILITIES ............................     5,255,488      6,226,103
                                                          -----------    -----------

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 and 5,530,661 shares issued         55,406         55,406
     and outstanding at Dec. 31, 1997 and June 30, 1997

     Capital in excess of par value ...................     3,304,629      3,304,629
     Accumulated Deficit ..............................      (887,081)      (888,139)
                                                          -----------    -----------
                                                            2,472,954      2,471,896
     Less 20,264 shares of treasury stock at cost .....       (18,906)       (18,906)
                                                          -----------    -----------


         TOTAL STOCKHOLDERS' EQUITY ...................     2,454,048      2,452,990
                                                          -----------    -----------
         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY .........................   $ 7,709,536    $ 8,679,093
                                                          ===========    ===========
</TABLE>
                 See accompanying notes to financial statements.

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

                                                 Three Months Ended              Nine Months Ended
                                                       March 31,                      March 31,
                                                       ---------                      ---------

                                                 1998           1997            1998            1997
                                                 ----           ----            ----            ----
<S>                                        <C>             <C>             <C>             <C>         
Net Sales ..............................   $  3,565,316    $  3,604,314    $ 11,237,554    $ 10,531,721
Cost of goods sold .....................      2,907,739       2,829,591       9,168,487       8,600,383
                                           ------------    ------------    ------------    ------------
     Gross profit ......................        657,577         774,723       2,069,067       1,931,338
                                           ------------    ------------    ------------    ------------

Operating expenses:
     Selling expenses ..................        297,625         308,790         881,110         852,851
     General and administrative expenses        303,968         347,010       1,006,273       1,043,427
                                           ------------    ------------    ------------    ------------
         Total operating expenses ......        601,593         655,800       1,887,383       1,896,278
                                           ------------    ------------    ------------    ------------

         Operating earnings ............         55,984         118,923         181,684          35,060
                                           ------------    ------------    ------------    ------------


Other income (expense):
     Interest income ...................         19,279          16,639          63,723          52,621
     Interest expense ..................        (86,089)       (104,065)       (256,946)       (289,270)
     Gain (loss) on sale of assets .....          8,000           3,250        ( 63,754)          6,261
     Other income (expense), net .......         18,273           8,029          76,351          17,887
                                           ------------    ------------    ------------    ------------
         Total other income (expense) ..        (40,537)        (76,147)       (180,626)       (212,501)
                                           ------------    ------------    ------------    ------------

     Earnings (loss) before income taxes         15,447          42,776           1,058        (177,441)
                                           ------------    ------------    ------------    ------------

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


     Net earnings (loss) ...............   $     15,447    $     42,776    $      1,058    $   (177,441)
                                           ============    ============    ============    ============


Basic earnings (loss) per common share     $        .00    $        .01    $        .00    $     (  .03)
                                           ============    ============    ============    ============

Diluted earnings (loss) per common share   $        .00    $        .01    $        .00    $     (  .03)
                                           ============    ============    ============    ============


Weighted-average number of
common shares outstanding                     5,549,544       5,537,328       5,549,544       5,537,328
                                            ===========     ===========    ============    ============
</TABLE>


                See accompanying notes to financial statements.

                                        3

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

                                                             Nine Months Ended
                                                                  March 31,
                                                                  ---------

                                                             1998         1997
                                                             ----         ----
<S>                                                      <C>         <C>        
Cash flows from operating activities:
     Net earnings (loss) .............................   $   1,058   $( 177,441)
     Adjustments to reconcile net earnings to net cash
         provided by (used in) operating activities:
     Depreciation and amortization ...................     272,413      257,884
     Loss (gain) on property and equipment ...........     ( 8,600)    (  6,261)
     Loss (gain) on sale of real estate ..............      72,354         --
     Provisions for loss on accounts and notes
         receivable- .................................        --         (9,602)
     Deferred income taxes - .........................        --            800

Changes in assets and liabilities:
     Accounts receivable .............................     100,811     (132,590)
     Inventories .....................................      54,789      156,066
     Other current and non-current assets ............    ( 76,829)    (116,702)
     Accounts payable ................................    (605,105)    (105,047)

     Accrued expenses
         and other current liabilities ...............      11,363       27,296
                                                         ---------    ---------
              Net cash provided by (used in) operating
              activities .............................    (177,746)    (105,597)
                                                         ---------    ---------

Cash flows from investing activities:
     Proceeds from sale of property and equipment ....         600        6,300
     Proceeds from sale of real estate ...............     198,681         --
     Increase in real estate held for sale- ..........        --       (  1,301)
     Purchase of property and equipment ..............   (  91,682)    ( 30,492)
     Increase in other notes receivable- .............        --           --
     Proceeds from other notes receivable ............       4,793      138,776
     Proceeds from stockholders' notes receivable ....       9,285       18,906
                                                         ---------   ----------
              Net cash provided by (used in) investing
              activities .............................     121,677      132,189
                                                         ---------   ----------
</TABLE>

                          (Continued on following page)

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

                                                                            Nine Months Ended
                                                                                 March 31,
                                                                                 ---------

                                                                            1998         1997
                                                                            ----         ----

<S>                                                                     <C>          <C>      
Cash flows from financing activities:
     Proceeds from lines-of-credit ..................................   $    --      $ 100,000
     Payments on lines-of-credit ....................................    (150,000)        --
     Payments on notes payable, related parties .....................      (4,415)   (   3,996)

     Payments on notes payable, financial
         institutions and government entities .......................    (241,858)   ( 158,285)

     Proceeds from exercise of common stock option- .................         630
     Proceeds from notes payable ....................................      19,400         --
                                                                        ---------   ----------


     Net cash provided by (used in) financing
         activities .................................................    (376,873)  (   61,651)
                                                                        ---------   ----------


     Net increase (decrease) in cash ................................    (432,942)  (   35,059)
     Cash at beginning of period ....................................     357,373      131,022
                                                                        ---------   ----------

         Cash at end of period ......................................   $( 75,569)  $   95,963
                                                                        =========   ==========



  Supplement schedule of non cash investing and financing activities:

   Sold investment in real estate held for sale:
         Receipt of note receivable .................................   $ 110,000    $    --
                                                                        =========    =========

   Supplemental disclosures of cash flow information:
         Cash paid during the period for interest ...................   $ 264,571    $ 289,270
                                                                        =========    =========
</TABLE>


                                        5

                See accompanying notes to financial statements.
<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, 1997. 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 nine month periods ended March
31, 1998, are not necessarily  indicative of the result that may be expected for
the year ended June 30, 1998.


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 nine 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,  1997,  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 nine  months  ended  March 31, 1998 and 1997,
respectively, is as follows:

                                    Three Months Ended         Nine Months Ended
                                         March 31,                 March 31,
                                         ---------                 ---------

Transactions with
Related Parties                     1998         1997         1998         1997
---------------                     ----         ----         ----         ----

Rent expense ...............      $15,000      $15,000      $45,000      $45,000

Interest income ............         --            504          267        1,934

Interest expense ...........          592          735        1,885        2,304


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  profits of $15,447 and $1,058,  for the three and
nine month period ended March 31, 1998, as compared to net profit of $42,776 and
a net loss of  $177,441  in 1997.  Without the loss from the real estate sale in
Texas in November of 1997 of $72,354,  the Company would have had shown a profit
of $73,412 for the nine  months  ended March 31, 1998 as compared to $42,776 for
the same period of 1997.

         Net sales  increased to $11,237,554 for the nine months ended March 31,
1998,  compared to $10,531,722 for 1997. The following table  represents  actual
sales by segment group.
<TABLE>
<CAPTION>
     Sales by segment group:          Three Months Ended            Nine Months Ended
                                            March 31,                   March 31,
                                            ---                         --------
                                       1998          1997          1998          1997
                                       ----          ----          ----          ----
<S>                                <C>           <C>           <C>           <C>        
Livestock Handling Equipment ...   $ 2,330,670   $ 2,059,259   $ 6,706,532   $ 5,765,786
Water and Environmental Products     1,234,646     1,545,055     4,531,022     4,765,936
                                   -----------   -----------   -----------   -----------

                     Total Sales   $ 3,565,316   $ 3,604,314   $11,237,554   $10,531,772
                                   ===========   ===========   ===========   ===========
</TABLE>

                                        7
<PAGE>
The sales in the water and environmental product segment decreased to $4,531,022
as compared to $4,765,936 for the corresponding  period of 1997. The decrease of
$234,914 is attributable  to an abnormal and extreme  slowdown in general market
conditions  throughout the country.  Titan also experienced extreme wet and cold
weather  conditions  due to El Nino in all major market areas in the January and
February selling period.  Conditions  improved slightly in March, but due to the
extreme  slowdown in the early part of the quarter the Company could not recover
for the quarter. As weather improves, sales have shown an above average increase
over prior years. As we move into late spring and summer,  market conditions are
expected to be strong and sales should remain at or above normal  levels.  While
these factors normally  contributed to a decline in sales for Titan, the Company
usually does not  experience  these  conditions  in all markets  simultaneously.
Titan is taking steps and planning sales strategies to maintain sales levels and
avoid the losses generated during this selling period.  The Company continues to
see strong acceptance of its new products developed and introduced over the past
year.  With  these  products  include  the  Titan  Combo-Buried  Pressure  Tank,
Ven-ta-Slot PVC,  Enviroflex well 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. These new products, market
improvements  and  Titan's  commitment  to quality and  service,  the Company is
anticipating to see strong sales throughout the spring,  summer and fall selling
season.  Titan will  continue to expand into new markets  through its efforts to
establish new distributors and manufactures  representation  in all areas of the
country.  By continuing to concentrate  expansion in the south,  east and on the
west coast,  Titan  should not be effected  by weather  and  economics  so as to
eliminate major impacts on sales.

The sales in the livestock  handling  equipment  segment  increased  $271,411 or
13.2% during the quarter  ended March 31, 1998 as compared to the  corresponding
quarter of 1997. The increase in livestock equipment sales is attributed to high
distributor/dealer  demand for all  traditional  equipment  and  generally  good
market conditions in the cattle industry. Sales increased at Eagle to $1,767,612
for the first nine months ended March 31, 1998 compared to $1,456,962 during the
same period of 1997.  Sales at W-W  Manufacturing  increased from  $4,308,824 to
$4,938,920  or an increase of  $630,096  during the nine months  ended March 31,
1998. As beef prices and market  conditions  remain good,  sales in all areas of
the livestock and rodeo equipment continue to increase. Rodeo, livestock systems
and cattle working areas remain strong and hydraulic  chutes continue to sell at
record  levels.  The Company is presently  working on several new products to be
introduced during the summer and fall market.  Product  improvements to existing
products have been made including  systems,  squeeze chutes and headgates  which
has been another factor adding to the increase in sales. These improvements have
allowed  the  Company to gain  acceptance  with new  customers  in  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 

                                       8
<PAGE>
value in having heavy working equipment. With the cattle market remaining strong
and  product  improvements  that have been made,  the  Company  feels its market
penetration will continue to improve. The Company expects the livestock handling
equipment  sales at both  locations to remain strong  through the balance of the
year.

Gross margins had shown stronger  improvement through the first six months ended
December 31, 1997. However, during the quarter ended March 31, 1998, the Company
realized  a decline  in gross  margins  from  21.5% to 18.4%.  This  decline  is
attributed to higher than normal  manufacturing cost in the livestock  equipment
segment plant in Dodge City including repairs to the facility, higher labor cost
due to labor shortages,  and higher freight cost  transporting  products between
plants to meet sales demand.  The other factor  attributing  to the gross profit
decline was the decline in sales at Titan below break-even levels, therefore not
covering normal fixed cost. Gross profit margins for the nine months ended March
31, 1998  remained  constant  between the 1997 and 1998  periods.  Gross  profit
margins in the livestock equipment segment remained constant for the nine months
ended  March 31,  1998.  Eagle had an  operating  profit of $88,395 for the nine
months ended March 31, 1998 compared to an operating loss of $7,020 for the same
period of 1997. Operating profits at W-W Manufacturing were $99,939 for the nine
months ended March 31, 1998 as compared to $17,235 for the same period of 1997.

Gross profit margins in the water and environmental segment increased from 15.5%
in 1997, to 16.4% in 1998.  This increase is due to the increase in sales of the
manufactured  products  which  are at  higher  profit  margins.  The  water  and
environmental  segment had a net  operating  loss for the nine  months  ended of
$50,215 as compared to a loss of $46,732 for the same period of 1997. During the
three  months  ended  March 31,  1998  Titan  incurred  a net loss of $81,490 as
compared  to a net  profit  of  $4,459  for the same  period  of 1997.  Titan is
continuing  to develop  markets and products that will improve sales during this
slow  period  therefore  allowing  the  Company  to at  least  break  even or be
profitable at all times of the year.

The  selling  expenses  as a  percent  of  sales,  decreased  to 7.7% in 1998 as
compared to 8.1% in 1997.  This  decrease is  attributed to an increase in sales
without a corresponding  increase in selling  expense.  The cost associated with
developing new territories in the livestock  handling equipment segment continue
to be  absorbed  and this cost is  expected  to continue to decline as sales are
realized  from these  markets.  Selling  expense in the water and  environmental
products  segment  increased  slightly due to the lower than normal sales during
the three  month  period  ended  March 31,  1998.  As sales  continue to improve
company  wide,  it is  anticipated  that the selling  expense will stay level or
continue to decline as a percentage of sales.

General  administrative  expenses decreased $37,154 in 1998 as compared to 1997.
This decrease is a combination  of lower legal fees  involving  lawsuits and the
Company  continuing  to cut  and  consolidate  all  general  and  administrative
expenses  such as  insurance,  telephone  and  travel.  There was an increase in
general  administrative  expense during the three months ended March 31, 1997 as
compared to current  period of 1998 due to some  expenses  related to moving the
corporate office, severance pay and the costs associated with exiting the Denver

                                       9

<PAGE>
office lease early.  The Company and Board of  Directors  will  continue to take
steps  necessary  to reduce when ever  possible  administrative  expenses at all
subsidiaries as well as the corporate level.

Interest expense continues to decline as overall borrowing is reduced.  Interest
expense  decreased to $256,946  during the nine month period ended  December 31,
1998 as compared  to $289,270  for the  comparable  period of 1997.  The Company
reduced its  revolving  line of credits  $150,000  and paid off other term notes
with the proceeds of the land sold in Texas.  As profits  continue and cash flow
improves,  the Company plans to reduce debt therefore  reducing overall interest
expense.

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

The Company realized a profit of $1,058 for the nine months ended March 31, 1998
compared  to a loss of  $177,441  for the same  period  of 1997.  Had the  Texas
property  not been sold in November of 1997 the  Company  would have  reported a
$73,412 profit for the nine month period ended March 31, 1998.

The Company  continues to improve cash flow,  during the nine month period ended
March 31,  1998 cash flow  increased  to $345,825 as compared to $80,443 for the
same period of 1997. With orders  improving during spring and summer and general
market and economic conditions remain strong, management anticipates the Company
to remain profitable during the balance of the fiscal year.

On November 25, 1997,  the Company  sold its real estate  holding in  Mansfield,
Texas and reported a loss of $72,354.  The Company had been  negotiating  with a
joint venture  development  partner for some time but had not been successful in
obtaining the financing to develop the project  adequately.  The Company's  real
estate listing agent had been  successful in obtaining two buyers who could come
together to pay an adequate price for the land. Due to market conditions and the
cost of holding the land,  the board and Company  banks  agreed that selling the
land was the most  advantageous  position  for the  Company  to take.  Cash flow
generated  during the first nine months was used in operations to  substantially
reduce  accounts  payable  and bank debt.  Management  will  continue to monitor
inventory  levels,  improve  receivable  collections,  reduce  cost and  improve
manufacturing  efficiencies to insure  adequate  working  capital.  Net cash was
provided from investing activities through the sale of the land and the proceeds
were used to reduce overall Company debt, as indicated earlier.

The Company has renewed its bank lines-of-credit with two of its primary lenders
through  October 31, 1998.  These loans have only been renewed by the lender for
short term periods due to operating losses sustained in 1996. With the losses of
prior  years and the second  quarter  the  Company  had  violated  certain  loan
covenants  but with the strong  improvement  by the  Company in profits and cash
flow,  the banks are  continuing  to renew our loans and wave the loan  covenant
violations.

                                       10
<PAGE>
It is anticipated that new lines-of-credit  will be in place by October 31, 1998
with our  existing  lenders  or  arrangements  will be made  with new  financial
institutions.  Management  is presently  negotiating  with several other lending
institutions to make adequate financial  arrangements that should, over the long
run, be more beneficial to the Company with lower fees and interest cost.

Management  believes  that  with net  cash  provided  from  cash  flow,  and the
Company's ability to maintain and obtain  additional  long-term  financing,  the
Company will have adequate sources to meet its current obligations.






                                       11
<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
        ---------------------------------------------------

     Not Applicable


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

     Not Applicable

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

     Exhibit 27 Financial Data Schedule

                                       12
<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:   May 20, 1998              By: /s/ Steve D. Zamzow
                                       -----------------------------
                                           Steve D. Zamzow,  President  & CEO



Dated:   May 20, 1998              By: /s/ Dianne Gano
                                       ------------------------------
                                           Dianne Gano, Controller


                                       13