FORM 10-Q/A

                       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, 1997
                                                            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
------------------- 
        Common stock                               at November 10, 1997
                                                   --------------------
        $0.01 Par Value                                 5,540,661
<PAGE>
                          Part 1-FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
-----------------------------
<PAGE>
<TABLE>
<CAPTION>
                             W-W CAPITAL CORPORATION
                            Statements of Operations
                                   (Unaudited)

                                                         Three Months Ended                         Six Months Ended
                                                             December 31,                              December 31,
                                                             ------------                              ------------

                                                     1997                  1996                 1997                  1996
                                                     ----                  ----                 ----                  ----
<S>                                               <C>                 <C>                  <C>                   <C>        
Net Sales                                         $ 3,490,659         $ 3,114,560          $ 7,672,238           $ 6,927,408
Cost of goods sold                                  2,991,378           2,717,106            6,260,747             5,770,792
                                                   ----------          ----------           ----------             ---------
     Gross profit                                     499,281             397,454            1,411,491             1,156,616
                                                   ----------          ----------           ----------            ----------

Operating expenses:
     Selling expenses                                 288,345             265,632              583,485               544,062
     General and administrative expenses              354,793             338,382              702,305               696,417
                                                   ----------          ----------           ----------            ----------
         Total operating expenses                     643,138             604,014            1,285,790             1,240,479
                                                   ----------          ----------           ----------            ----------

         Operating earnings (loss)                 (  143,857 )       (   206,560 )            125,701               ( 83,863 )
                                                  -----------         ------------           ---------           ----------

Other income (expense):
     Interest income                                   20,282              17,095               44,444                35,982
     Interest expense                                ( 86,230 )          ( 89,900 )          ( 170,857 )           ( 185,205 )
     Gain (loss) on sale of assets                   ( 71,754 )             2,624            (  71,754 )               3,010
     Other income (expense), net                       37,104               3,697               58,077                 9,859
                                                  -----------           ---------          -----------          ------------
         Total other income (expense)               ( 100,598 )          ( 66,484 )           (140,090 )           ( 136,354 )
                                                  -----------          ----------           ----------            ----------

     Earnings (loss) before income taxes           (  244,455 )         ( 273,044 )          (  14,389 )           ( 220,217 )
                                                 ------------         -----------          -----------

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


     Net earnings (loss)                           $( 244,455 )       $ ( 273,044 )        $(   14,389 )        $  ( 220,217 )
                                                    =========          ==========          ==========             ==========


Basic earnings (loss) per common share          $      (  .04 )     $      (  .05 )     $      (   .00 )       $      (  .04 )
                                                 ============        ============        =============          ============

Diluted earnings (loss) per common share        $        (.04 )     $      (  .05 )     $      (   .00 )       $      (  .04 )
                                                =============       =============       ==============          ============

Weighted-average number of
common shares outstanding                           5,549,544           5,537,328            5,549,544             5,533,994
                                                   ==========          ==========           ==========           ===========
</TABLE>

                 See accompanying notes to financial statements.

                                        3

<PAGE>

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 six months  ended  December 31, 1997 and 1996,
respectively, is as follows:
<TABLE>
<CAPTION>
                                    Three Months Ended                    Six Months Ended
                                        December 31,                        December 31,

Transactions with
Related Parties                   1997                1996              1997               1996
---------------                   ----                ----              ----               ----

<S>                        <C>                 <C>                <C>               <C>        
Rent expense               $    15,000         $    15,000        $   30,000        $    30,000

Interest income                     56                 691               267              1,430

Interest expense                   629                 768             1,293              1,569
</TABLE>


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 incurred net losses of $244,455 and $14,389,  for the three
and six month  period  ended  December  31,  1997,  as compared to net losses of
$273,044  and  $220,217  in 1996.  The  losses  are  attributable  to the normal
slowdown in orders in all  segments for the holiday  season,  and a $72,354 loss
from the sale of the Texas real estate  holding.  Without the loss from the sale
of real estate and related taxes, the Company would have had a profit of $79,821
for the six months ended December 31, 1997.

         Net sales increased to $7,672,238 for the six months ended December 31,
1997,  compared to $6,927,408 for 1996. 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,
                                           1997              1996              1997              1996
                                           ----              ----              ----              ----
<S>                                   <C>              <C>               <C>               <C>         
Livestock Handling Equipment          $  2,012,340     $  1,768,615      $  4,375,862      $  3,706,527
Water and Environmental Products         1,478,319        1,345,945         3,296,376         3,220,881
                                        ---------         ---------         ---------         ---------
                     Total Sales      $ 3,490,659      $  3,114,560      $  7,672,238      $  6,927,408
                                        =========         =========         =========         =========
</TABLE>
                                        7
<PAGE>
The sales in the water and environmental product segment increased to $3,296,376
as compared to $3,220,881 for the corresponding  period of 1996. The increase of
$75,495 is  attributable  to strong  demand in the fall months of September  and
October.  Titan  experienced  its usual slow sales during the holiday  period of
late November and December.  In addition to the normal holiday  slowdown,  Titan
has  experienced  extreme wet and cold weather  conditions in major market areas
which had an adverse  effect in  December  and  continued  into the  January and
February  selling  period.  As weather  improves  and we move  toward the spring
selling  season,  sales are  expected  to be above  normal  levels.  While these
factors  contributed  to a  decline  in sales,  Titan  has taken  steps and will
continue  to find  markets  where  sales can be  maintained  to avoid the losses
generated by the  November,  December and January  selling  period.  The Company
continues to see strong acceptance of its new products  developed and introduced
over the past year. 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 concentrating  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   increase   in   livestock   equipment   sales   is   attributed   to  high
distributor/dealer  demand for all  traditional  equipment.  Sales  increased at
Eagle to $1,129,276 for the first six months ended December 31, 1997 compared to
$957,968 during the same period of 1996.  Sales at W-W  Manufacturing  increased
from  $2,726,587 to $3,246,586 or an increase of $519,999  during the six months
ended  December 31, 1997.  Sales did however  decline  during the holiday season
from late  November  though  December.  As the  Company  moved into the  January
selling  season,  orders  regained  strength and are  expected to remain  strong
throughout the balance of the year. As beef prices and market  conditions remain
good,  sales in all areas of the  livestock  and  rodeo  equipment  continue  to
increase.  The new panel and feed equipment  lines  continue to improve.  Rodeo,
livestock  systems and cattle  working areas remain  strong and hydraulic  chute
sales  continue  to set all time  levels.  The Company is  presently  working on
several new  products to be  introduced  during the spring and fall  market.  As
conditions  continue to be strong,  the expansion  into new markets and products
during the down turn of 1995 and 1996 is proving to be a sound decision. Product
improvements  to existing  products have been made  including  systems,  squeeze
chutes and headgates  which has been another factor adding to increase in sales.
These  improvements  have  allowed  the  Company  to gain  acceptance  with  new
customers and into markets not normally serviced by the Company.  The Company is
currently  negotiating with several new customers to take on the Company product
line  and has seen  strong  interests  at trade  shows  from new  customers  not
presently  carrying our product  line.  The east coast market  serviced by Eagle
continues to show improvement, as this market continues to accept and appreciate
a higher quality of
                                        8
<PAGE>
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. With the cattle
market remaining strong,  product improvements and market penetration  continues
to be good.  The Company  expects the livestock  handling  equipment  segment to
reach new sales and profit levels throughout the year.

Gross margins continue to show improvement in all companies  showing an increase
for the six months ended  December 31, 1997, to 19.7% compared to 16.7% in 1996.
The gross profit margin in the livestock  handling  equipment  segment increased
slightly from 18.0% to 18.6%.  This  increase,  while only slight,  continues to
improve as Eagle improves production and manufacturing  efficiencies.  Eagle had
an  operating  profit of $16,880 and $64,461 for the three and six months  ended
December 31, 1997  compared to an operating  loss of $58,371 and $32,924 for the
same period of 1996. Operating profits at W-W Manufacturing were $12,290 for the
six months ended  December  31, 1997 as compared to an operating  loss of 62,733
for the same period of 1996.  During the three  month  period  (October  through
December) W-W  Manufacturing  incurred a net loss of $85,069.92  due to shipping
problems,  poor production  efficiencies  and labor  shortages.  The Company has
taken steps to improve these deficiencies and expects to return to normal during
the first quarter of 1998.

Gross profit margins in the water and environmental segment increased from 14.1%
in 1996, to 17.3% in 1997.  This increase is due to the increase in sales of the
manufactured  products which are at higher profit margins.  Profits in the water
and environmental segment continue to improve showing a profit of $31,274.42 for
the six months ended December 31, 1997, compared to a loss of $51,191.39 for the
same period in 1996. Presently the Company is seeking other high margin products
and  reviewing  other  ways to reduce  manufacturing  cost to enable  margins to
continue to improve on an upward trend.

The water and  environmental  segment  had a net  operating  profit  for the six
months  ended of $31,274 as  compared  to loss of $51,195 for the same period of
1996.  During the three months ended December 31, 1997 Titan incurred a net loss
of $58,251 as compared  to a net loss of  $106,941  for the same period of 1996.
With the normal down turn in sales  during the  holiday  season,  Titan  usually
experiences losses during the quarter,  however this segment has improved profit
margins therefore reducing the losses during this period. 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 all times
of the year.

The selling expenses as a percent of sales decreased to 7.6% in 1997 as compared
to 7.9% in 1996. The decrease is a result of lower cost as a percentage of sales
in both  segments.  Both  segments of the Company are having  success  expanding
market share  without  having to increase the sales staff.  The Company has also
cut  traveling  cost  by  realigning   sales   territories   and  using  various
telemarketing  techniques to reduce overall travel. Other expenses such as trade
show  expense,  have been  evaluated  and the  Company  has been  successful  in
lowering costs by having distributors/dealers share in the cost. Management will
continue to
                                        9
<PAGE>
evaluate  selling  expense to find ways to keep cost in line,  as we continue to
grow with new products and market share.

General  administrative  expenses  increased  $5,888  for the six  months  ended
December  31,  1997.  This is due to past real estate  school taxes on the Texas
property  that had not been  reported  to the  Company and which the Company was
unaware it owed. These taxes amounted to approximately  $21,856.  If these costs
had  not  been   incurred,   then  the  Company   would  have  lowered   general
administrative  expense for the six months ended  December 31, 1997. The Company
is  continually  seeking  ways of lowering  general and  administrative  expense
through the use of  centralization,  job  realignment  and line by line  expense
reductions.

Interest expense continues to decline as overall borrowing is reduced.  Interest
expense  decreased to $170,857  during the six month  period ended  December 31,
1997 as compared  to $185,205  for the  comparable  period of 1996.  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.
                                       10
<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:                             By: /s/ Steve D. Zamzow
                                       -----------------------
                                   Steve D. Zamzow, President & CEO



Dated:                             By: /s/ Dianne Gano
                                       -------------------
                                   Dianne Gano, Controller


                                       13