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

(X)       QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
          ACT OF 1934 For Quarterly Period Ended December 31, 1998
    
                                       OR
(  )      TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE  ACT OF 1934 For the  transition  period  from ____ to _____

Commission File No. 0-17757

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

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

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

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

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

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

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

Title of Each Class                              Number of Shares Outstanding
-------------------                                  at 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
------             December 31, 1998 and June 30, 1998                  1

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

                   Statements of Cash Flows
                     Six Months Ended
                     December 31, 1998 and 1997                         4

                   Notes to Financial Statements                        6

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

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

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


                   SIGNATURES                                          12

<PAGE>
                          Part 1-FINANCIAL INFORMATION

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

                                                      December 31,    June 30,
                                                          1998          1998
                                                          ----          ----
                                                      (Unaudited)


<S>                                                  <C>            <C>        
Assets
------
Current assets:
     Cash ........................................   $   (90,118)   $   281,449
                                                     -----------    -----------
     Trade accounts receivable ...................     2,128,232      1,990,476
     Less allowance for doubtful accounts ........       (89,296)      (104,500)
                                                     -----------    -----------
         Net accounts receivable .................     2,038,936      1,885,976
                                                     -----------    -----------
     Accounts receivable, other ..................        43,726         60,593
     Inventories:
         Raw materials ...........................       334,763        390,607
         Work-in-process .........................       175,462        207,079
         Finished goods ..........................     2,721,247      2,559,813
                                                     -----------    -----------
              Total inventories ..................     3,231,472      3,157,499
                                                     -----------    -----------
     Prepaid expenses ............................       132,551         19,262
     Current portion of notes receivable
         from related parties ....................          --              893
     Current portion of notes receivable, other ..        21,031         20,342
                                                     -----------    -----------
         Total current assets ....................     5,377,598      5,426,014
                                                     -----------    -----------

Property and equipment, at cost ..................     4,782,428      4,665,178
     Less accumulated depreciation
     and amortization ............................    (2,655,459)    (2,561,929)
                                                     -----------    -----------
         Net property and equipment ..............     2,126,969      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 ..........        79,565         99,752
     Other assets ................................        19,261         29,428
                                                     -----------    -----------
         Total other assets ......................       121,426        151,315
                                                     -----------    -----------

     TOTAL ASSETS ................................   $ 7,625,993    $ 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

                                                         December 31,     June 30,
                                                             1998           1998
                                                             ----           ----
                                                         (Unaudited)

<S>                                                      <C>            <C>  
Liabilities
Current Liabilities:
     Accounts Payable ................................   $ 1,864,590    $ 1,714,738
     Accrued property taxes ..........................        35,812         29,646
     Accrued payroll and related taxes ...............       202,556        225,154
     Accrued interest payable ........................        16,853         25,158
     Current portion of long-term payables ...........       483,000        300,000
     Current portion of capital lease obligation .....        21,000           --
     Other current liabilities .......................        21,738         14,542
                                                         -----------    -----------
         Total current liabilities ...................     2,645,549      2,309,238
                                                         -----------    -----------

Other Liabilities:
     Long-term note payable, net of current portion ..     2,505,634      2,860,930
     Long-term capital lease obligation, net
         of current portion ..........................        68,617           --
                                                         -----------    -----------             
         Total other liabilities .....................     2,574,251      2,860,930
                                                         -----------    -----------

         TOTAL LIABILITIES ...........................     5,219,800      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 Dec. 31, 1998
         and June 30, 1998 ...........................        55,406         55,406
     Capital in excess of par value ..................     3,304,629      3,304,629
     Accumulated Deficit .............................      (904,936)      (800,719)
                                                         -----------    -----------
                                                           2,455,099      2,559,316
     Less 20,264 shares of treasury stock at cost ....      ( 48,906)       (48,906)
                                                         -----------    -----------

         TOTAL STOCKHOLDERS' EQUITY ..................     2,406,193      2,510,410
                                                         -----------    -----------

         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY ........................   $ 7,625,993    $ 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           Six Months Ended
                                                    December 31,                December 31,
                                                    ------------                ------------

                                                1998           1997           1998           1997
                                                ----           ----           ----           ----
<S>                                         <C>            <C>            <C>            <C>        
Net Sales ...............................   $ 3,819,669    $ 3,490,659    $ 7,841,139    $ 7,672,238
Cost of goods sold ......................     3,231,425      2,991,378      6,569,336      6,260,747
                                            -----------    -----------    -----------    -----------
      Gross profit ......................       588,244        499,281      1,271,803      1,411,491
                                            -----------    -----------    -----------    -----------

Operating expenses:
      Selling expenses ..................       317,320        288,345        618,094        583,485
      General and administrative expenses       339,061        354,793        656,536        702,305
                                            -----------    -----------    -----------    -----------
           Total operating expenses .....       656,381        643,138      1,274,630      1,285,790
                                            -----------    -----------    -----------    -----------

           Operating earnings (loss) ....       (68,137)      (143,857)        (2,827)       125,701
                                            -----------    -----------    -----------    -----------

Other income (expenses):
      Interest income ...................        16,990         20,282         36,005         44,444
      Interest expense ..................       (70,779)       (86,230)      (153,261)      (170,857)
      Gain (loss) on sale of assets .....         1,500        (71,754)           153        (71,754)
      Other income (expense), net .......         8,336         37,104         15,713         58,077
                                            -----------    -----------    -----------    -----------
           Total other income (expense) .       (43,953)      (100,598)      (101,390)      (140,090)
                                            -----------    -----------    -----------    -----------

      Loss before income taxes .........      ( 112,090)      (244,455)      (104,217)       (14,389)

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


      Net loss ..........................   $  (112,090)   $  (244,455)   $  (104,217)   $   (14,389)
                                            ===========    ===========    ===========    ===========


Basic loss per common share .............          (.02)          (.04)          (.02)          (.00)
                                             ===========    ===========    ===========    ===========

Diluted loss per common share ...........          (.02)          (.04)          (.02)          (.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)

                                                              Six Months Ended
                                                                December 31,

                                                             1998         1997
                                                             ----         ----

<S>                                                       <C>          <C>  
Cash flows from operating activities:
     Net loss .........................................   $(104,217)   $ (14,389)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
         Depreciation and amortization ................     171,077      196,433
         Gain on sale of property and equipment .......        (153)        (600)
         Loss on sale of real estate ..................          --       72,354
                                                          ---------    ---------

     Change in assets and liabilities:
         Accounts receivable ..........................    (152,960)     397,501
         Inventories ..................................     (73,973)   (   8,472)
         Other current and non-current assets .........     (86,254)   (  77,377)
         Accounts payable .............................     149,852     (671,754)
         Accrued expenses and other current liabilities     (17,541)   (  35,969)
                                                          ---------    ---------
              Net cash used in operating activities ...    (114,169)    (142,273)
                                                          ---------    ---------

Cash flows from investing activities:
     Proceeds from sale of property and equipment .....       1,500          600
     Proceeds from sale of real estate ................          --      198,681
     Purchase of property and equipment ...............     (67,906)     (71,615)
     Increase in other notes receivable ...............      (5,771)         --
     Proceeds from other notes receivable .............      25,268        4,232
     Proceeds from stockholders' notes receivable .....         428        9,285
                                                          ---------    ---------
              Net cash provided by (used in) investing
                  activities ..........................   $ (46,481)   $ 141,183
                                                          ---------    ---------
</TABLE>

                          (Continued on following page)


                                       4
<PAGE>


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

                                                                            Six Months Ended
                                                                               December 31,
                                                                               ------------
                                                                            1998         1997
                                                                            ----         ----

<S>                                                                     <C>          <C>       
Cash flows from financing activities:
     Payments on lines-of-credit ....................................   $    --      $(150,000)
     Payments on notes payable, related parties .....................        --         (2,907)
     Payments on notes payable, financial
         institutions and government entities .......................    (243,805)    (161,476)
     Payment on capital leases ......................................      (7,860)         --
     Proceeds from notes payable ....................................      40,748       19,400
                                                                        ---------    ---------
         Net cash used in financing activities ......................    (210,917)    (294,983)
                                                                        ---------    ---------

     Net decrease in cash ...........................................    (371,567)    (296,073)
     Cash at beginning of period ....................................     281,449      357,373
                                                                        ---------    ---------

     Cash at end of period ..........................................   $ (90,118)   $  61,300
                                                                        =========    =========

Supplemental schedule of non cash investing and financing activities:

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


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


Supplemental disclosures of cash flow information:

     Cash paid during the period for interest .......................   $ 161,567    $ 181,434
                                                                        =========    =========

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


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

         The  Company  has a  number  of  related  party  transactions.  See the
footnotes to W-W Capital  Corporation  financial  statements  for the year ended
June 30,  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 six month periods ended  December 31,
1998 and 1997, respectively, is as follows:
<TABLE>
<CAPTION>


                                      Three Months Ended                   Six Months Ended
                                         December 31,                        December 31,
                                         ------------                        ------------
Transactions with
Related parties                    1998               1997               1998               1997
---------------                    ----               ----               ----               ----
<S>                             <C>             <C>                 <C>              <C>         
Rent expense                    $ 15,000        $    15,000         $   30,000       $     30,000

Interest income                       --                 56                 --                267

Interest expense                     475                629                989              1,293
</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 $112,090 and $104,217, for the three
and six month  periods  ended  December 31,  1998,  as compared to net losses of
$244,455 and $14,389 in 1997. The losses are attributable to the normal slowdown
in orders  in all  segments  for the  holiday  season  as well as  manufacturing
inefficiencies and labor problems at the W-W Manufacturing plant.

         Net sales increased to $7,841,139 for the six months ended December 31,
1998,  compared to $7,672,238 for 1997. 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,
                                              ------------                   ------------

                                          1998           1997             1998           1997
                                          ----           ----             ----           ----
<S>                                  <C>            <C>               <C>            <C>       
Livestock Handling Equipment         $2,154,000     $2,012,340       $4,271,371     $4,375,862
Water and Environmental Products      1,665,669      1,478,319        3,569,768      3,296,376
                                      ---------      ---------        ---------      ---------
                                     $3,819,669     $3,490,659       $7,841,139     $7,672,238
                                      =========      =========        =========      =========
</TABLE>


                                       7
<PAGE>
         The sales in the water and  environmental  product segment increased to
$3,569,768 as compared to $3,296,376 for the  corresponding  period of 1997. The
increase  of  $273,392 is  attributable  to strong  demand in the fall months of
September and October for its custom manufactured  products. In mid-November and
December,  Titan  experienced  its usual  slowdown  in sales  during the holiday
season.  However,  the slow down  experienced was not as severe as in past years
due to steps taken to find new  manufactured  products to sell during the winter
months.  As we move into spring and weather  improves,  sales are expected to be
above normal levels.  Management  will continue to find new products and develop
markets  that will keep  sales at  break-even  levels  and  above.  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 well
screen, slotted high-density polyethylene pipe and others. 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 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 of 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 has
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  $104,491  to
$4,271,371  for the six months ended December 31, 1998 compared to $4,375,862 in
the same  period of 1997.  However for the three  month  period of December  31,
1998,  sales are on the  increase.  As can be seen from the sales  chart,  sales
increased $141,660 for the three months ended December 31, 1998 to $2,154,000 as
compared to  $2,012,340.  This  increase is  attributable  to improved  sales in
cattle  equipment,  but more  dramatically,  sales  improved in equine and rodeo
equipment.  The Company has been aggressively trying to become less dependent on
the sale of cattle equipment by improving sales in other equipment.

         The Company has experienced problems with labor in the Dodge City plant
causing   inefficiencies  in  production,   therefore,   delaying  shipments  to
customers.  Management  has taken steps to improve this by building  products at
the  Weatherford,  Oklahoma plant and  transferring  personnel from the Oklahoma
location to the Dodge City plant.  The  Company is  analyzing  how to combat the
labor problem in the Dodge City plant and is taking all the  necessary  steps to
solve the  problems  (see  discussion  related to  movement  of the plant in the
liquidity  and capital  resources  section).  New  products,  as well as product
improvements and enhancements, continue to be a top priority for the Company.

                                       8
<PAGE>
         The Company has completed a new solid sheeted  working area and will be
introducing  several  new horse  products  in the  spring  market.  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  products  sales  throughout  the
balance of the year.

         Gross profit  margins  declined  for the six months ended  December 31,
1998 to 16.2% from 18.4% during the same six month period of 1997.  The decrease
is due to the manufacturing  inefficiencies realized at the Dodge City location,
which are due to the labor problem previously  discussed and the cost related to
extra freight and labor required to have the Oklahoma  location help  production
shortfalls of the Dodge City location.  Also,  there were several large projects
and  shipments of products  that needed  reworked and  repainted  due to quality
issues.  This led to increased costs which effected the gross margins  severely.
Margins in the  Livingston  plant (Eagle) also declined  during the three months
ended  December 31,  1998.  This  decrease was mainly due to some sales  credits
given to a dealer that was  attributable  to a prior year and booked during this
period.  It is expected  that margins in the  livestock  equipment  segment will
improve as sales improve in the third quarter. Also, as the
quality and labor  inefficiencies  are improved,  the gross profit  margins will
return to prior levels.  Gross margins showed only a slight decline  compared to
prior periods in the water and environmental product segment. This is due to the
cost of  introducing  new  manufactured  products  and R&D cost related to these
products.  As the sale of the new  manufactured and custom  fabricated  products
improve,  the Company should see  strengthening  gross  margins.  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.  On a
Company wide basis,  management  is reviewing why the margins have dropped along
with putting plans in place to reduce  manufacturing  cost to enable  margins to
return to normal levels.

         Selling  expenses,  as a percentage of sales,  increased only slightly,
from 7.6% in 1997 as  compared  to 7.9% for the six months  ended  December  31,
1998. This increase is associated with the development of new products and sales
territories  in both  segments.  As sales  continue to improve during the spring
selling  season,  selling  costs  should  remain  in line with  present  levels.
However,  management is planning to increase selling cost to aggressively attack
new markets during the summer and fall selling seasons.

         General and  administrative  expenses  declined  $45,769 during the six
month period ended December 31, 1998, and as a percentage of sales,  declined to
8.4%  from  9.2%  in  the  corresponding   quarter  of  1997.  The  decrease  is
attributable to cost cuts taken at the corporate and subsidiary level as well as
lower expenses due to the settlement of various lawsuits of previous years.

         Interest  expense  continues  to  decline  as  overall  borrowings  are
reduced.  The new credit  arrangement  with Norwest  Business  Credit has helped
reduce cost.  Interest rates  negotiated with Norwest are on an average 2% lower
than those with the previous lender. Interest expense decreased to $153,261 from
$170,857 for the six months ended December 31, 1998 as compared to 1997.

                                       9
<PAGE>
         The Company had an operating loss for the six months ended December 31,
1998 of $104,217  as  compared to $14,389 for the same period of 1997.  However,
the  Company  reduced  the loss  during  its second  and  traditionally  weakest
quarter.  The loss for the three months ended  December 31, 1998 was $112,090 as
compared to $244,455 for the same period of 1997.  As the Company moves into its
strongest  period,  it is  anticipating  that the Company will be profitable and
surpass previous years.

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

         The  Company  incurred  a loss of  $104,217  for the six  months  ended
December  31, 1998 as compared to $14,389 for the same period of 1997.  The loss
for the three months ended  December 31, 1998  compared to 1997 has been reduced
from  $244,455 to $112,090.  The Company  continues to maintain a positive  cash
flow of  $66,860  even with a realized  loss of  $104,217  for the period  ended
December 31, 1998.

         The Company  used  $114,169  cash in operating  activities  for the six
months  ended  December  31, 1998 as compared to $142,273 for the same period of
1997.  With the increase in sales,  the Company  used cash to increase  accounts
receivables $152,960 and inventory increased $73,973.  With the continued strong
sales demand,  management anticipates cash will be used to finance the growth in
sales and  accounts  receivable.  The Company is making every effort to maintain
current  inventory  levels as sales  increase.  Management will continue to work
with  vendors  to find ways of  shortening  led times  and put the  pressure  of
carrying increased inventories for our companies at their locations.

         The  Company  used  net  cash  of  $46,481  from  investing  activities
primarily  for the  purchase of  equipment.  The Company had a net  reduction of
borrowings  from  financial  institutions  of $210,917  for the six months ended
December 31, 1998, 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 on
various revolving lines and an equipment line for purchases 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
                --------------------------------------------------
     On December 18, 1998, the Company held its annual meeting of  stockholders,
and the following matters were voted upon.


      A)     Election of Board of Directors which included the following:

             Nominee                     For            Withheld
             -------                     ---            --------
             Millard T. Webster         3,561,303          684,614
             David L. Patton            3,511,365          734,552
             Steve D. Zamzow            3,511,103          734,814
             James H. Alexander         4,198,241           47,676
             Loyd T. Fredickson         4,198,241           47,676

      B)     Election of the Company's independent auditors, Brock and Company
             of Ft. Collins, Colorado.

                       For                Against              Abstained
                       ---                -------              ---------
                    4,185,312              3,395                57,210

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 06, 1999              By:/s/ Steve D. Zamzow              
                                      -----------------------------------  
                                      Steve D. Zamzow,  President  & CEO



Dated:   May 06, 1999              By:/s/ Mike Dick
                                      ----------------------------------- 
                                      Mike Dick, Controller


  
                                     12