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, 1999

                                       OR

(  )      TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE ACT OF 1934 For the transition period from _______ to ______

Commission File No. 0-17757

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

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

                   3500 JFK Parkway Suite 202 Ft. Collins, CO
                   ------------------------------------------
       80525 (Address of principal executive offices, including zip code)
                                 
                                 (970) 207-1100
                                 --------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------
   (Former name, address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject  to the filing
requirements for the past 90 days.      Yes _X_   No ___

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Title of Each Class                              Number of Shares Outstanding
-------------------                                   at October 27, 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
------             March 31, 1999 and June 30, 1998                 1

                 Statements of Operations
                   Three and Nine Months Ended
                   March 31, 1999 and 1998                          3

                 Statements of Cash Flows
                   Nine Months Ended
                   March 31, 1999 and 1998                          4

                 Notes to Financial Statements                      6

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

PART II          OTHER INFORMATION
-------          -----------------

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


                 SIGNATURES                                        12

<PAGE>
                          Part 1-FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
-----------------------------

                             W-W CAPITAL CORPORATION
                             -----------------------
<TABLE>
<CAPTION>
                                 Balance Sheets

                                                                        March 31,     June 30,
                                                                          1999          1998
                                                                          ----          ----
                                                                      (Unaudited)
<S>                                                                  <C>            <C>        
Assets 
Current assets:
     Cash ........................................................   $   130,726    $   281,449
                                                                     -----------    -----------
     Trade accounts receivable ...................................     1,960,819      1,990,476
     Less allowance for doubtful accounts ........................       (89,326)      (104,500)
                                                                     -----------    -----------
         Net accounts receivable .................................     1,871,493      1,885,976
                                                                     -----------    -----------
     Accounts receivable, other ..................................        43,557         60,593
     Inventories:
         Raw materials ...........................................       351,824        390,607
         Work-in-process .........................................       148,171        207,079
         Finished goods ..........................................     2,843,423      2,559,813
                                                                     -----------    -----------
              Total inventories ..................................     3,343,418      3,157,499
                                                                     -----------    -----------
     Prepaid expenses ............................................       120,032         19,262
     Current portion of notes receivable
         from related parties ....................................          --              893
     Current portion of notes receivable, other ..................        23,162         20,342
                                                                     -----------    -----------
         Total current assets ....................................     5,532,388      5,426,014
                                                                     -----------    -----------

Property and equipment, at cost ..................................     4,802,999      4,665,178
     Less accumulated depreciation
     and amortization ............................................    (2,701,675)    (2,561,929)
                                                                     -----------    -----------
         Net property and equipment ..............................     2,101,324      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 ..........................        79,753         99,752
     Other assets ................................................        17,503         29,428
                                                                     -----------    -----------
         Total other assets ......................................       119,856        151,315
                                                                     -----------    -----------

     TOTAL ASSETS ................................................   $ 7,753,568    $ 7,680,578
                                                                     ===========    ===========

</TABLE>

                          (Continued on following page)
                See accompanying notes to financial statements.

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

                                                                        March 31,     June 30,
                                                                          1999          1998
                                                                          ----          ----
                                                                      (Unaudited)
<S>                                                                  <C>            <C>   
Liabilities
Current Liabilities:
     Accounts Payable ............................................   $ 1,903,461    $ 1,714,738
     Accrued property taxes ......................................        37,668         29,646
     Accrued payroll and related taxes ...........................       262,576        225,154
     Accrued interest payable ....................................        17,132         25,158
     Current portion of long-term notes payable ..................       476,000        300,000
     Current portion of capital lease obligations ................        21,000          --
     Other current liabilities ...................................         7,713         14,542
                                                                     -----------    -----------
         Total current liabilities ...............................     2,725,550      2,309,238
                                                                     -----------    -----------

Other Liabilities:
     Long-term notes payable, net of current portion .............     2,518,873      2,860,930
     Long-term capital lease obligations, net
         of current portion ......................................        63,073          --
                                                                     -----------    -----------
         Total other liabilities .................................     2,581,946      2,860,930
                                                                     -----------    -----------

         TOTAL LIABILITIES .......................................     5,307,496      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 shares issued and outstanding at March 31, 1999
         and June 30, 1998 .......................................        55,406         55,406
     Capital in excess of par value ..............................     3,304,629      3,304,629
     Accumulated Deficit .........................................      (865,057)      (800,719)
                                                                     -----------    -----------
                                                                       2,494,978      2,559,316
     Less 20,264 shares of treasury stock at cost ................       (48,906)       (48,906)
                                                                     -----------    -----------

         TOTAL STOCKHOLDERS' EQUITY ..............................     2,446,072      2,510,410
                                                                     -----------    -----------

         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY ....................................   $ 7,753,568    $ 7,680,578
                                                                     ===========    ===========
</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,
                                                       ---------                       ---------

                                                   1999            1998            1999            1998
                                                   ----            ----            ----            ----
<S>                                         <C>             <C>             <C>             <C>         
Net Sales ...............................   $  3,960,721    $  3,565,316    $ 11,801,859    $ 11,237,554
Cost of goods sold ......................      3,211,060       2,907,739       9,780,395       9,168,487
                                            ------------    ------------    ------------    ------------
      Gross profit ......................        749,661         657,577       2,021,464       2,069,067
                                            ------------    ------------    ------------    ------------

Operating expenses:
      Selling expenses ..................        361,355         297,625         979,449         881,110
      General and administrative expenses        301,717         303,968         958,253       1,006,273
                                            ------------    ------------    ------------    ------------

           Total operating expenses .....        663,072         601,593       1,937,702       1,887,383
                                            ------------    ------------    ------------    ------------

           Operating earnings ...........         86,589          55,984          83,762         181,684
                                            ------------    ------------    ------------    ------------

Other income (expenses):
      Interest income ...................         18,184          19,279          54,190          63,723
      Interest expense ..................        (70,469)        (86,089)       (223,731)       (256,946)
      Gain (loss) on sale of assets .....          1,500           8,000           1,653         (63,754)
      Other income (expense), net .......          4,075          18,273          19,788          76,351
                                            ------------    ------------    ------------    ------------
           Total other income (expense) .        (46,710)        (40,537)       (148,100)       (180,626)
                                            ------------    ------------    ------------    ------------

      Earnings (loss) before income taxes         39,879          15,447         (64,338)          1,058

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


      Net earnings (loss) ...............   $     39,879    $     15,447    $    (64,338)   $      1,058
                                            ============    ============    ============    ============


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

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

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

                                                                 1999           1998
                                                                 ----           ----
<S>                                                        <C>            <C>        
Cash flows from operating activities:
     Net earnings (loss) ...............................   $   (64,338)   $     1,058
     Adjustments to reconcile net earnings (loss)
         to net cash provided by (used in) operating
         activities:
         Depreciation and amortization .................       253,228        272,413
         Gain on sale of property and equipment ........        (1,653)        (8,600)
         Loss on sale of real estate ...................           --          72,354
     Change in assets and liabilities:
         Accounts receivable ...........................        14,483        100,811
         Inventories ...................................      (185,919)        54,789
         Other current and non-current assets ..........       (71,808)       (76,829)
         Accounts payable ..............................       188,723       (605,105)
         Accrued expenses and other current liabilities         30,589         11,363
                                                           -----------    -----------
              Net cash provided by (used in)
                  operating activities .................       163,305       (177,746)
                                                           -----------    -----------

Cash flows from investing activities:
     Proceeds from sale of property and equipment ......         3,000            600
     Proceeds from sale of real estate .................           --         198,681
     Purchase of property and equipment ................       (74,363)       (91,682)
     Increase in other notes receivable ................        (8,090)          --
     Proceeds from other notes receivable ..............        25,268          4,793
     Proceeds from stockholders' notes receivable ......           428          9,285
                                                           -----------    -----------
                                                                                
              Net cash provided by (used in) investing
                  activities ...........................   $   (53,757)   $   121,677
                                                           -----------    -----------

</TABLE>
                          (Continued on following page)

                                       4
<PAGE>


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

                                                                  Nine Months Ended
                                                                       March 31,
                                                                       ---------
                                                                 1999           1998
                                                                 ----           ----
<S>                                                        <C>            <C>         
Cash flows from financing activities:
     Payments on lines-of-credit .......................   $      --      $  (150,000)
     Payments on notes payable, related parties ........          --           (4,415)
     Payments on notes payable, financial
         institutions and government entities ..........    (4,040,485)      (241,858)
     Payments on capital leases ........................       (13,405)          --
     Proceeds from notes payable .......................     3,793,619         19,400
                                                           -----------    -----------
         Net cash used in financing activities .........      (260,271)      (376,873)
                                                           -----------    -----------

     Net decrease in cash ..............................      (150,723)      (432,942)
     Cash at beginning of period .......................       281,449        357,373
                                                           -----------    -----------

     Cash at end of period .............................   $   130,726    $   (75,569)
                                                           ===========    ===========


Supplemental disclosures of cash flow information:
    Cash paid during the period for interest ...........   $   231,757    $   264,571

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


     Treasury stock acquired in sale of property .......   $      --      $    30,000


     Installment loans to acquire property and equipment   $   178,287    $      --
</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 and nine month periods ended March
31, 1999, 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  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,  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 and nine months ended March 31, 1999 and
1998, respectively, is as follows:

<TABLE>
<CAPTION>
                                   Three Months Ended         Nine Months Ended
                                         March 31,                 March 31,
                                         ---------                 ---------
Transactions with
Related parties                     1999         1998         1999         1998
---------------                     ----         ----         ----         ----
<S>                               <C>          <C>          <C>          <C>    
Rent expense ...............      $15,000      $15,000      $45,000      $45,000

Interest income ............         --           --           --            267

Interest expense ...........          434          592        1,423        1,885

</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  a net  profit  of  $39,879  and a net  loss  of
$(64,338),  for the three and nine  month  periods  ended  March  31,  1999,  as
compared to net profits of $15,447 and $1,058 in 1998.

         Net sales  increased to $11,801,859 for the nine months ended March 31,
1999,  compared to $11,237,554 for 1998. 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,
                                                   ---------                            ---------

                                              1999              1998                1999              1998
                                              ----              ----                ----              ----
<S>                                   <C>                <C>               <C>                <C>           
Livestock Handling Equipment          $    2,401,772     $   2,330,670     $     6,673,142    $    6,706,532
Water and Environmental Products           1,558,949         1,234,646           5,128,717         4,531,022
                                           ---------         ---------           ---------         ---------
           Total Sales                $    3,960,721     $   3,565,316     $    11,801,859    $   11,237,554
                                           =========         =========          ==========        ==========
</TABLE>


                                       7
<PAGE>
The sales in the water and environmental product segment increased to $5,128,717
as compared to $4,531,022 for the corresponding  period of 1998. The increase of
$597,695 is  attributable  to strong demand in the new  manufactured  and custom
fabricated  products.  Titan  experienced its usual slow down during the holiday
season and the cold months of January and February.  However, due to steps taken
to avoid this usual slow down and a mild winter  season,  Titan has  experienced
strong sales through the nine months ended March 31, 1999.  As weather  improves
and we move into the normal strong selling season of spring,  Titan is expecting
to see  sales  reach  all time  levels.  The  company  continues  to see  strong
acceptance  of its new products  developed  and  introduced  over the past year.
These products include  Ver-Ta-Slot PVC,  Enviroflex,  mega-screen,  and slotted
high-density   polyethylene   pipe.   These  products  have  allowed  Titan  the
opportunity  to go into  non-traditional  water well markets such as  horizontal
drilling,  landfills,  highway  construction  and various  mining  applications.
During the last quarter, Titan has developed a new hand back-up water pump which
has shown strong acceptance.  With these new products, market improvements,  and
Titan's  commitment to quality and service,  the Company is anticipating  strong
sales  throughout  the  spring,  summer  and fall  selling  seasons.  Titan will
continue  to expand  into new  markets  through  its  efforts to  establish  new
distributors and manufacturing  representation  in all areas of the country.  By
continually  concentrating  expansion  in the south,  east,  and the west coast,
Titan should not be effected by weather and  economies so as to eliminate  major
impacts on sales.

Sales in the livestock  equipment segment  decreased  slightly to $6,673,142 for
the nine months  ended March 31,  1999 as  compared to  $6,706,532  for the same
period of 1998.  This decrease of $33,390 was  attributable to low cattle prices
and poor  performance  at the Dodge  City  plant  during  the  first and  second
quarters of the current  fiscal  year.  Sales have  rebounded  and  increased to
$2,401,772  for the three  month  period of January 1 through  March 31, 1999 as
compared to $2,330,670  for the same period of 1998.  The  Company's  efforts to
expand into products such as equine (horse)  equipment,  expand rodeo  equipment
sales, and continue to emphasize its special product sales has allowed for sales
to increase while realizing a relatively flat cattle market.  Sales increased at
the Eagle  plant to  $2,084,040  for the nine  months  ended  March 31,  1999 as
compared to $1,824,090 for the same period of 1998.  Sales at W-W  Manufacturing
(Dodge City plant)  decreased to $4,857,163  from  $5,128,060  for the same nine
month period ended March 31, 1999 and 1998 respectively. The livestock equipment
segment did feel a slight slow down of sales  during the normal  holiday  period
and into January and  February,  however,  orders have  increased  significantly
during late winter and early spring.  Based on present  conditions,  the Company
anticipates sales and profits to remain strong throughout fiscal 1998-1999.  The
Company is presently working on several new products to be introduced during the
spring and fall markets.  Product  improvements  to existing  products have been
made including  squeeze  chutes and headgates  which have been another factor in
the recent increase in sales. These  improvements and new product  introductions
have allowed the Company to gain acceptance with new customers, and 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
interest 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 equipment,
replacing the lighter weight  products  previously  offered in this market.  The
cow-calf  operator,  which is the  largest  segment of the eastern  market,  has
learned the value in having heavy working equipment. The eastern market has seen
the most significant  improvements in the rodeo and equine equipment lines based
on present market  conditions.  The livestock  handling equipment segment should
see strong  sales and  improved  profits  throughout  the balance of the current
fiscal year.

                                       8
<PAGE>
Gross margins started to show  improvement for the three month period of January
through March of 1999 as compared to the same period of 1998.  However,  margins
for the nine months  ended March 31, 1999  decline to 17.1% as compared to 18.4%
for the same period of 1998.  The nine month decline is due to a sluggish  start
in the livestock  equipment segment during the first six months of the year, and
an overall decline in the water and environmental segment.

The gross profit margin in the livestock segment has declined from 19.6% for the
nine months  ended March 31,  1998 to 17.8% in 1999.  This  decline was due to a
poor  cattle  market  in the  beginning  of the  current  fiscal  year  and poor
production  efficiencies at the Dodge City plant.  Margins and operating profits
continue  to improve at the Eagle  plant  showing an  improved  gross  profit to
$291,760  for the nine months  ended March 31, 1999 as compared to $238,977  for
the same period of 1998.  Operating  profits for the nine months ended March 31,
1999 were  relatively  the same as compared to the same period of 1998.  This is
due to an increased  allocation of selling expenses  previously  absorbed by the
Dodge City plant. Had these expense allocations remained the same as in previous
years, operating profits would have improved. While overall operating profits in
the  livestock  equipment  segment  have fallen to $183,166  for the nine months
ended  March 31,  1999 as  compared  to  $323,333  for the same  period of 1998,
profits  improved for the three month period of January through March of 1999 as
compared to the same three month  period of 1998.  The steps being taken to deal
with the  labor  shortages  in  Dodge  City  have  lead to  improved  production
efficiencies  which has lead to the  improved  margins  and profits for the past
three months ended March 31, 1999.

Gross margins in the water and  environmental  segment  decreased  from 16.4% in
1998 to 15.3% in 1999.  This  decrease  is due to  increased  cost of labor  and
materials in the  production of Titan's  manufactured  products.  Profits in the
water and environmental  segment have slightly decreased to $52,208 for the nine
months  ended March 31, 1999 as compared to $66,785 for the same period of 1998.
Presently, the Company is seeking other high margin products and reviewing other
ways to reduce  manufacturing cost to enable margins to improve to previous year
levels.  While Titan  normally  realizes a downturn  during the third quarter of
each  fiscal  year,  the steps  taken to reduce  this  downturn  have  helped to
maintain at least break-even  sales and margin levels for the quarter.  Titan is
continuing  to develop  markets and products that will improve sales during this
slow period , therefore allowing the Company to be profitable during all periods
of the year.

Selling expenses as a percentage of sales increased from 7.8% in 1998 to 8.2% in
1999.  While this increase is only slight,  it shows a trend that the Company is
going to  increase  its  efforts to gain  market  share in both  segments.  This
increase is due to the  increased  cost of marketing  new products  developed by
both segments of the Company.  Increased  cost is being  realized in travel cost
and product literature in relation to the new products developed. Other expenses
such as trade show expense has shown increases due to the increasing expenses of
attending these shows.  The efforts of expanding market areas has also increased
selling  expenses and will continue to increase as aggressive  efforts to expand
market share are realized. Management will continue to evaluate selling expenses
to find ways to keep costs in line, as we continue to grow with new products and
market share.

General and administrative  expenses decreased $48,020 for the nine months ended
March 31, 1999.  The decrease as a percentage of sales went from 9.0% in 1998 to
8.1% in 1999.  This decrease is due to lower expenses  realized in the livestock
equipment  segment and at  corporate  headquarters.  General and  administration
expenses  remained  fairly steady in the water and  environmental  segment,  

                                       9
<PAGE>
but actually  decreased as a percentage of sales due to the increase in sales in
this segment.  The Company is continually  seeking ways of lowering  general and
administration 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 $223,731 during the nine month period ended March 31, 1999
as compared to $256,946 for the comparable  period of 1998. With the new banking
arrangement  reached during the second quarter with Norwest Business Credit, the
Company  has seen  lower  costs  associated  with this  arrangement.  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  incurred a loss of $64,338 for the nine months ended March 31, 1999
compared to a profit of $1,058 for the same period of 1998.  However,  the three
month  period of January 1 through  March 31, 1999 showed a profit of $39,879 as
compared to $15,447 for the same period of 1998.  A  substantial  portion of the
year-to-date  loss from  operations  was  incurred  during the first half of the
current fiscal year.  The Company  continues to maintain a positive cash flow of
$188,890, even with sustaining a loss for the nine months. With orders improving
during the spring  markets and strong market  conditions  existing,  the Company
anticipates  returning  to  profitability  during the last quarter of the fiscal
year. The Company had net cash provided from  operations of $163,305 as a result
of an increase in inventories, other assets and an increase in accounts payable.

The Company used cash in investing  activities  for the purchase of new property
and equipment, and a reduction in other notes receivable. Cash used in financing
activity  resulted in a net  decrease  in  borrowings  of $260,271  for the nine
months  ended  March 31,  1999,  and  anticipates  overall  debt to  continue to
decrease  over  the  balance  of  fiscal  1999.  In  November  1998,  management
successfully  completed new banking arrangements with Norwest Business Credit of
Denver.  This will allow the Company the  necessary  capital to continue to grow
and meet its obligations.  The details of the arrangement calls for a three-year
commitment  from the bank of various  revolving  lines and an equipment line for
purchase of equipment.

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

Management believes that with net cash provided from cash flow,  available lines
of credit,  and funds provided from earnings,  it will have adequate  sources to
meet its current obligations.

                                       10
<PAGE>


                                     PART II
                                OTHER INFORMATION
                                -----------------

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

      Not Applicable

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

     Not Applicable

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

     Not Applicable

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

     Not Applicable

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

     Not Applicable

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

     Exhibit 27 Financial Data Schedule



                                       11
<PAGE>
     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                      W W CAPITAL CORPORATION
                                                       (Registrant)

Dated: May 17, 1999                   By: /s/ Steve D. Zamzow                
                                         ----------------------------------
                                      Steve D. Zamzow,  President  & CEO



Dated:   May 17, 1999                 By: /s/ Mike Dick                      
                                         -----------------------------------
                                      Mike Dick, Controller