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 September 30, 1998
                                                             OR
( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

  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 principle executive offices, including zip codes)
                                 (970) 207-1100
               (Registrants 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  proceeding  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 T 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 December 9, 1998
       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
------        September 30, 1998 and June 30, 1998           1

              Statements of Operations
                  Three Months Ended
                  September 30, 1998 and 1997                3

              Statements of Cash Flows
                  Three Months Ended
                  September 30, 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                             10
------
Item 2        CHANGES IN SECURITIES                         10
------
Item 3        DEFAULTS UPON SENIOR SECURITIES               10
------
Item 4        SUBMISSION OF MATTERS TO VOTE OF
------
              SECURITY HOLDERS                              10
Item 5        OTHER INFORMATION                             10
------
Item 6        EXHIBITS AND REPORT ON FORM 8-K               10
------

              SIGNATURES                                    11


<PAGE>
                          Part 1-FINANCIAL INFORMATION

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

                                                        September 30,    June 30,
                                                           1998           1998
                                                           ----           ----
                                                        (Unaudited)
<S>                                                  <C>            <C>        
Assets
------
Current assets:
   Cash ..........................................   $   166,550    $   281,449
                                                     -----------    -----------
   Trade accounts receivable .....................     2,055,114      1,990,476
   Less allowance for doubtful accounts ..........      (186,814)      (104,500)
                                                     -----------    -----------
       Net accounts receivable ...................     1,868,300      1,885,976
                                                     -----------    -----------
   Accounts receivable, othe .....................        45,424         60,593
   Inventories:
       Raw materials .............................       346,906        390,607
       Work-in-process ...........................       177,619        207,079
       Finished goods ............................     2,521,060      2,559,813
                                                     -----------    -----------
             Total inventories ...................     3,045,585      3,157,499
                                                     -----------    -----------
   Prepaid expenses ..............................        84,159         19,262
   Current portion of notes receivable
       from related parties ......................          --              893
   Current portion of notes receivable, other ....        21,031         20,342
                                                     -----------    -----------
       Total current assets ......................     5,231,049      5,426,014
                                                     -----------    -----------

Property and equipment, at cost ..................     4,692,507      4,665,178
   Less accumulated depreciation
   and amortization ..............................    (2,614,975)    (2,561,929)
                                                     -----------    -----------
       Net property and equipment ................     2,077,532      2,103,249
                                                     -----------    -----------

Other Assets:
   Long-term notes receivable from
       related parties, net of current portion ...        22,600         22,135
   Long-term notes receivable, other, net
       of allowance for doubtful accounts
       of $10,000 and current portion ............       104,432         99,752
   Other assets ..................................        20,165         29,428
                                                     -----------    -----------
       Total other assets ........................       147,197        151,315
                                                     -----------    -----------

       TOTAL ASSETS ..............................   $ 7,455,778    $ 7,680,578
                                                     ===========    ===========
</TABLE>
                          (Continued on following page)

                 See accompanying notes to financial statements.


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

                                                      September 30,    June 30,
                                                          1998          1998
                                                          ----          ----
                                                      (Unaudited)

<S>                                                  <C>            <C>        
Liabilities
-----------
Current Liabilities:
    Accounts Payable .............................   $ 1,619,107    $ 1,714,738
    Accrued property taxes .......................        38,889         29,646
    Accrued payroll and related taxes ............       190,877        225,154
    Accrued interest payable .....................         3,746         25,158
    Current portion of long-term payables ........       280,478        300,000
    Current portion of notes payable to
       related parties ...........................        19,522         21,107
    Current portion of capital lease obligation ..         4,660           --
    Other current liabilities ....................        16,384         14,542
                                                     -----------    -----------
       Total current liabilities .................     2,173,663      2,330,345
                                                     -----------    -----------

Other Liabilities:
    Long-term note payable to financial
        institutions net of current portion ......     2,740,392      2,839,823
    Long-term capital lease obligation, net
       of current portion ........................        23,440           --
                                                     -----------    -----------
       Total other liabilities ...................     2,763,832      2,839,823
                                                     -----------    -----------

       TOTAL LIABILITIES .........................     4,937,495      5,170,168
                                                     -----------    -----------

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 and outstanding at
        Sept. 30, 1998 and June 30, 1998 .........        55,406         55,406

    Capital in excess of par value ...............     3,304,629      3,304,629
    Accumulated Deficit ..........................      (792,846)      (800,719)
                                                     -----------    -----------
                                                       2,567,189      2,559,316
    Less 20,264 shares of treasury stock at cost .       (48,906)       (48,906)
                                                     -----------    -----------

       TOTAL STOCKHOLDERS' EQUITY ................     2,518,283      2,510,410
                                                     -----------    -----------

       TOTAL LIABILITIES AND
       STOCKHOLDERS' EQUITY ......................   $ 7,455,778    $ 7,680,578
                                                     ===========    ===========
</TABLE>
                 See accompanying notes to financial statements

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

                                                          Three Months Ended
                                                             September 30,

                                                         1998             1997
                                                         ----             ----
<S>                                                <C>              <C>        
Net Sales ....................................     $ 4,021,470      $ 4,181,579
Cost of goods sold ...........................       3,337,910        3,269,215
                                                   -----------      -----------
     Gross profit ............................         683,560          912,364
                                                   -----------      -----------

Operating expenses:
     Selling expenses ........................         300,775          295,140
     General and administrative expenses .....         317,475          347,666
                                                   -----------      -----------
         Total operating expenses ............         618,250          642,806
                                                   -----------      -----------

         Operating earnings ..................          65,310          269,558
                                                   -----------      -----------

Other income (expense):
     Interest income .........................          19,015           24,161
     Interest expense ........................         (82,482)         (84,627)
     Gain (loss) on sale of assets ...........          (1,347)            --
     Gain income (expense), net ..............           7,377           20,974
                                                   -----------      -----------
         Total other income (expense) ........         (57,437)         (39,492)
                                                   -----------      -----------

     Earnings before income taxes ............           7,873          230,066
                                                   -----------      -----------

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


     Net earnings ............................     $     7,873      $   230,066
                                                   ===========      ===========

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

Weighted-average number of
common shares outstanding ....................       5,560,794        5,549,544
                                                   ===========      ===========

</TABLE>

                See accompanying notes to financial statements.

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


                                                               Three Months Ended
                                                                  September 30,
                                                                  -------------

                                                                1998        1997
                                                                ----        ----
<S>                                                        <C>          <C>      
Cash flows from operating activities:
       Net earnings ....................................   $   7,873    $ 230,066
       Adjustments to reconcile net earnings to net cash
             provided by (used in) operating activities:
       Depreciation and amortization ...................      88,300       98,751
       Loss (gain) on property and equipment ...........       1,347

Changes in assets and liabilities:
       Accounts receivable .............................      28,166     (180,114)
       Inventories .....................................     111,914      137,480
       Other current and non-current assets ............     (55,634)     (50,308)
       Accounts payable ................................     (95,631)    (353,484)
       Accrued expenses and other current liabilities ..     (44,604)       4,854
                                                           ---------    ---------

                 Net cash used in operating activities .      41,731     (112,755)
                                                           ---------    ---------

Cash flows from investing activities:
       Purchase of property and equipment ..............     (35,830)     (45,733)
       Increase in other notes receivable ..............        (690)        --
       Proceeds from other notes receivable ............        --          1,866
       Proceeds from stockholders' notes receivable ....         428        6,689
                                                           ---------    ---------
                 Net cash used in investing activities .     (36,092)     (37,178)
                                                           ---------    ---------

</TABLE>

                          (Continued on Following Page)

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


                                                             Three Months Ended
                                                                September 30,
                                                                -------------

                                                             1998          1997
                                                             ----          ----
<S>                                                       <C>           <C>     
Cash flows from financing activities:
      Payments on notes payable, financial
           Institutions and government entities ......    (120,538)     (75,768)
      Payments on notes payable to affiliates ........        --         (1,435)
      Proceeds from notes payable ....................        --         19,400
                                                         ---------    ---------

      Net cash used in financing activities ..........    (120,538)     (57,803)
                                                         ---------    ---------

      Net decrease in cash ...........................    (114,899)    (207,736)

      Cash at beginning of period ....................     281,449      357,373
                                                         ---------    ---------

      Cash at end of period ..........................   $ 166,550    $ 149,637
                                                         =========    =========

Supplemental disclosures of cash flow information:
      Cash paid during the period for interest .......   $ 103,894    $  93,110
                                                         =========    =========
</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, 1998. 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 month period ended  September  30,
1998, are not necessarily  indicative of the result that may be expected for the
year ended June 30, 1999.


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

      The basic earnings 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 month period.

NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

      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,
1998,  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 months ended  September 30, 1998 and 1997,
respectively, is as follows:

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

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

Rent expense                          $15,000    $15,000

Interest income                           -          211

Interest expense                         515         665


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 $7,873 for the three month  period  ended
September 30, 1998, as compared to net earnings of $230,066 in 1997. The overall
reduction  in earnings is  attributable  to a loss  sustained  in the  livestock
equipment  segment at the Dodge City location while the water and  environmental
product segment showed improved earnings.

      Net sales decreased to $4,021,470 for the three months ended September 30,
1998,  compared to $4,181,579 for 1997. The following  table  represents  actual
sales by segment group.
<TABLE>
<CAPTION>
Sales by segment group:                           Three Months Ended
                                                   September 30,       Increase
                                           1998            1997       (Decrease)
                                           ----            ----       ----------
<S>                                    <C>             <C>           <C>        
Livestock Handling Equipment           $2,117,371      $2,363,522    $ (246,151)
Water and Environmental Products        1,904,099       1,818,057        86,042
                                        ---------       ---------    ----------
                 Total Sales           $4,021,470      $4,181,579     $(160,109)
                                        =========       =========     =========
</TABLE>

      The sales in the water and  environmental  product  segment  increased  to
$1,904,099 as compared to $1,818,057 for the  corresponding  period of 1997. The
increase of $86,042 is attributable to strong demand for  manufactured  screens,
flush joint, and custom fabricated products. The water well supply aspect of the
business  continues  to remain  competitive  in pricing  and  margin,  while the
advanced techniques  developed for slotting  perforating and threading offer the
company tremendous opportunity for growth. The 


                                       7

<PAGE>
Company  continues to lead the way with  innovative  products used in the water,
horizontal  drilling,  waste  treatment,  and mining  industries.  New  products
introduced  include  Enviroflex  well  screens  used to  solve  the  problem  of
sedimentation in horizontal wells or drainage screens. The unique feature of the
Enviroflex product is a porous  polyethylene filter inside the PVC/steel pipe or
screen.  The benefit of the Enviroflex  screen is the installation in bore holes
is safer and  easier,  and it can be joined in a variety  of ways.  Another  new
innovation of the Company is the custom mega screen product.  This product is an
affordable high open area plastic screen with precision drilled round holes. The
Company  feels the  custom  nature of this  product  allowing  for short or long
length,  various  hole  diameters,  and spacing  allows it to be used in various
applications and markets.  Titan's  Ver-Ta-Slot product continues to show strong
acceptance.  This product was developed for heavier wall  applications  found in
landfills,  highway  construction,  and various  mining  applications.  Vertical
slotted  openings are available in various  diameters,  schedules,  and types of
pipe.  The  Company had  developed  the  Ver-Ta-Slot  for all  applications  and
material including belled end, gasket end, plain end, or flush joint material.

      Sales in the livestock  equipment segment decreased $246,151 to $2,117,371
for the three months ended September 30, 1998 compared to $2,363,522 in the same
period of 1997.  The  decrease  was due to  sluggish  cattle  prices  and severe
drought conditions  throughout the midwest and larger populated cattle states in
the  south.   The  Company  also   experienced   problems   with  labor  causing
inefficiencies in production  therefore delaying shipments to customers.  As the
Company moved into the fall, orders regained strength and are expected to remain
strong throughout the balance of the year. Sales in the rodeo and equine (horse)
market  continue to show strength and  optimistic  increases  should be realized
throughout  the year.  The Company  continued  to make  improvements  to various
existing products  including the squeeze chutes,  headgates,  working arenas and
horse stalls.  The Company is presently  working on a new solid sheeted  working
area and will be  introducing  several new horse products in the spring of 1999.
The Company  continues to expand its market area in the west and upper  midwest.
The east coast market serviced by Eagle (Livingston Tennessee) continues to show
improvements, as this market continues to accept and appreciate a higher quality
of equipment,  replacing the lighter weight products  previously offered in this
market.  As market  conditions  improve  through the winter months and spring of
1999, the Company expects to see improved sales in the cattle related  products.
The Company expects strong equine and rodeo product sales throughout the balance
of the year.

      Gross margins declined for the three month period ended September 30, 1998
to 17% as compared to 18.4% for the year end June 30, 1998, and 21% for the same
three month period of 1997. The decrease was realized in the livestock equipment
segment  due to a  decrease  in sales  related to the poor  market  and  weather
conditions.  Another  factor  for the  decline  in  gross  margins  was due to a
significant  decrease at the W W Manufacturing plant in Dodge City Kansas due to
severe labor shortages and extreme inefficiency in production.  Standard product
had to be  manufactured  at its  Weatherford  Oklahoma plant than shipped to the
Dodge City Kansas plant for shipment to the
end customer.  This resulted in high level of  inefficiencies  and added freight
cost.Gross  margins in the water and environmental  product segment improved for
the three  months  ended  September  30,  1998 as compared to the same period of
1997.  The  improvements  are due to an  increase in sales of  manufactured  and
custom fabricated products. The Company has continued to shift its sales efforts
to strengthen its custom  fabricated  products and manufactured  products due to
higher margins  realized on these products.  Margins on the resale of water well
products  continue  to be very  competitive  and the Company is  continuing  its
effort to lower cost on the resale side of the business.

      Operating  profit  in  the  water  and  environmental  products  decreased
slightly during the three months ended September 30, 1998 to $66,867 as compared
to  $89,525  for the same  period of 1997.  Profits in the  livestock  equipment
decreased dramatically from $144,942 for the quarter ended September 30, 1998 to

                                       8


<PAGE>
$44,246.  The largest  decrease  in the  segment was  realized at the Dodge City
location due to reasons already  discussed.  The decline  realized at Dodge City
was a loss of ($3,001) for the quarter  ended  September 30, 1998 as compared to
an operating  profit of $97,360 for the same period of 1997.  The Eagle location
generated  operating  profits in 1998 of $47,247 as  compared to $47,582 for the
same period of 1997.

      Selling expenses as a percentage of sales remained  consistent  during the
quarter  ended  September  30, 1998 as compared to the same period of 1997.  The
Company   will   continue   to  monitor   selling   costs  as  it  expands   its
distributor/dealer  base in both  segments  and promotes its products to the end
customer.

      General and  administrative  expenses  declined $30,191 during the quarter
ended September 30, 1998 and as a percentage of sales declined to 7.9% from 8.3%
in the corresponding  quarter of 1997. The decrease is attributable to cost cuts
taken at the corporate office and lower expense due to the settlement of various
lawsuits.

      Interest  expense  continues  to decline as overall  borrowing is reduced.
Interest  expense  decreased to $82,482 during the first quarter ended September
30, 1998, compared to $84,627 during the same period of 1997.

Liquidity and Capital Resources
-------------------------------

      The Company generated profits of $7,873 during the quarter ended September
30, 1998  compared to $230,066  for the same  quarter of 1997.  The  decrease in
profits was due to a loss  realized in the  livestock  equipment  segment in the
Dodge City location.  Cash flow was used in operations to  substantially  reduce
accounts  payable and bank debt.  The Company will continue to improve cash flow
and reduce debt and interest expense. The improvement in cash flow will continue
to improve as the Company generates profits. Management will continue to monitor
inventory  levels,  improve  receivable  collections,  reduce  cost and  improve
manufacturing efficiencies to insure adequate working capital.

      Subsequent to the end of the quarter the Company  successfully  negotiated
new banking arrangements with Norwest Business Credit Inc. of Colorado.  The new
revolving  line and term loan  commitment  was for a three year term.  These new
banking  arrangements  allows the Company new and enlarged credit  facilities to
enable the Company  the  flexibility  it needs to allow for sales and  inventory
growth.

      Based on current  conditions  in all  subsidiaries  and  general  economic
conditions, the Company anticipates continuing to make a profit for fiscal 1999.
With depreciation  expense  representing the major fixed non-cash cost,  reduced
legal  fees,  and  general  administrative   expense,  the  Company  feels  that
traditional  cash flow will allow the  Company  to  continue  to reduce  debt in
fiscal 1999.

                                       9
<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
-------          --------------------------------

       Not Applicable

       Exhibit 27 Financial Data Schedule


                                       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:     December 9, 1998                By:/s/ Steve D. Zamzow
                                              --------------------------------
                                               Steve D. Zamzow, President & CEO




Dated:     December 9, 1998                 By:/s/ Mike Dick
                                               -------------------------------
                                               Mike Dick, Controller




                                       11