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, 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
   Common stock                                         at November 19, 1999
 $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, 1999 and June 30, 1999                 1

                     Statements of Income
                       Three Months Ended
                       September 30, 1999 and 1998                          3

                     Statements of Cash Flows
                       Three Months Ended
                       September 30, 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                                     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
-----------------------------
                             W-W CAPITAL CORPORATION
                             -----------------------
<TABLE>
<CAPTION>
                                 Balance Sheets

                                                 September 30,    June 30,
                                                     1999          1999
                                                     ----          ----
                                                  (Unaudited)
<S>                                               <C>          <C>
Assets
------
Current assets:
     Cash ......................................   $  323,269   $  311,491
                                                   ----------   ----------
     Trade accounts receivable .................    2,614,928    2,297,593
     Less allowance for doubtful accounts ......  (   120,000) (   115,000)
                                                   ----------   ----------
         Net accounts receivable ...............    2,494,928    2,182,593
                                                   ----------   ----------
     Accounts receivable, other ................       47,011       43,545
     Inventories:
         Raw materials .........................      363,718      420,494
         Work-in-process .......................      293,302      240,573
         Finished goods ........................    3,029,058    2,814,682
                                                   ----------   ----------
              Total inventories ................    3,686,078    3,475,749
                                                   ----------   ----------
     Prepaid expenses ..........................       52,785       17,058
     Current portion of notes receivable
         from related parties                             465          465
                                                   ----------   ----------
         Total current assets ..................    6,604,536    6,030,901
                                                   ----------   ----------

Property and equipment, at cost: ...............    4,889,534    4,860,564
     Less accumulated depreciation
     and amortization ..........................  ( 2,856,869) ( 2,786,645)
                                                   ----------   ----------
         Net property and equipment ............    2,032,665    2,073,919
                                                   ----------   ----------

Other Assets:
     Long-term notes receivable from
         related parties, net of current portion       22,135       22,135
     Loan Acquisition Costs--Net of
         accumulated amortization of $19,432
         at September 30, 1999 and $11,689
         at June 30, 1999 ......................       64,523       72,266
     Other assets ..............................       19,773       21,571
                                                   ----------   ----------
         Total other assets ....................      106,431      115,972
                                                   ----------   ----------

     TOTAL ASSETS ..............................   $8,743,632   $8,220,792
                                                   ==========   ==========
</TABLE>

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

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

                                                              September 30,    June 30,
                                                                  1999           1999
                                                                  ----           ----
                                                              (Unaudited)
<S>                                                           <C>            <C>
Liabilities
-----------
Current Liabilities:
     Accounts Payable ......................................   $ 2,241,163   $ 2,129,501
     Accrued property taxes ................................        31,052        23,062
     Accrued payroll and related taxes .....................       291,415       216,719
     Accrued interest payable ..............................        19,513        19,790
     Current portion of long-term notes payable ............       228,000       227,000
     Current portion of capital lease obligations ..........        18,000        17,000
     Other current liabilities .............................           --            874
                                                               -----------   -----------
         Total current liabilities .........................     2,829,143     2,633,946
                                                               -----------   -----------

Other Liabilities:
     Long-term notes payable, net of current portion .......     3,048,164     2,898,626
     Long-term capital lease obligations, net
         of current portion ................................        68,031        73,002
                                                               -----------   -----------
         Total other liabilities ...........................     3,116,195     2,971,628
                                                               -----------   -----------

         TOTAL LIABILITIES .................................     5,945,338     5,605,574
                                                               -----------   -----------

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 September 30, 1999
         and June 30, 1999 .................................        55,406        55,406
     Capital in excess of par value ........................     3,304,629     3,304,629
     Accumulated Deficit ...................................  (    512,835)  (   695,911)
                                                               -----------   -----------
                                                                 2,847,200     2,664,124
     Less 120,264 shares of treasury stock at cost .........  (     48,906)  (    48,906)
                                                               -----------   -----------

         TOTAL STOCKHOLDERS' EQUITY ........................     2,798,294     2,615,218
                                                               -----------   -----------

         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY ..............................   $ 8,743,632   $ 8,220,792
                                                               ===========   ===========
</TABLE>


                 See accompanying notes to financial statements.

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

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

                                                1999        1998
                                                ----        ----
<S>                                         <C>          <C>
Net Sales ...............................   $4,985,387   $4,021,470
Cost of goods sold ......................    4,014,330    3,337,910
                                            ----------   ----------
      Gross profit ......................      971,057      683,560
                                            ----------   ----------

Operating expenses:
      Selling expenses ..................      360,479      300,775
      General and administrative expenses      373,099      317,475
                                            ----------   ----------
           Total operating expenses .....      733,578      618,250
                                            ----------   ----------

           Operating earnings ...........      237,479       65,310
                                            ----------   ----------

Other income (expenses):
      Interest income ...................       16,989       19,015
      Interest expense ..................  (    73,409) (    82,482)
      Gain (loss) on sale of assets .....           --  (     1,347)
      Other income (expense), net .......        2,017        7,377
                                            ----------   ----------
           Total other income (expense) .  (    54,403) (    57,437)
                                            ----------   ----------

      Earnings before income taxes ......      183,076        7,873

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


      Net earnings ......................   $  183,076   $    7,873
                                            ==========   ==========


Basic earnings per common share                    .03          .00
                                            ==========   ==========


Weighted-average number of
common shares outstanding ...............    5,540,661    5,560,794
                                            ==========   ==========
</TABLE>



                 See accompanying notes to financial statements.

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

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

                                                             1999         1998
                                                             ----         ----
<S>                                                      <C>        <C>
Cash flows from operating activities:
     Net earnings .....................................  $ 183,076  $     7,873
     Adjustments to reconcile net earnings to net cash
         provided by (used in) operating activities:
         Depreciation and amortization ................     77,968       88,300
         Provisions for doubtful accounts receivable ..      5,000          --
         Loss on sale of property and equipment .......         --        1,347

     Change in assets and liabilities:
         Accounts receivable ..........................  ( 317,335)      28,166
         Inventories ..................................  ( 210,329)     111,914
         Other current and non-current assets .........  (  37,395)  (   55,634)
         Accounts payable .............................    111,662   (   95,631)
         Accrued expenses and other current liabilities     81,535   (   44,604)
                                                          --------    ---------
              Net cash provided by (used in)
                  operating activities ................  ( 105,818)      41,731
                                                          --------    ---------

Cash flows from investing activities:
     Purchase of property and equipment ...............  (  28,971)  (   35,830)
     Increase in other notes receivable ...............         --   (      690)
     Proceeds from stockholders' notes receivable               --          428
                                                          --------    ---------
              Net cash used in investing activities ... $(  28,971) $(   36,092)
                                                          --------    ---------
</TABLE>


                          (Continued on following page)

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

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

                                                         1999         1998
                                                         ----         ----
<S>                                                  <C>         <C> <C>
Cash flows from financing activities:
     Payments on notes payable, financial
         institutions and government entities ....   (4,171,566) (   120,538)
     Proceeds from notes payable .................    4,322,094           --
     Payment on capital leases ...................   (    3,961)          --
                                                      ---------    ---------
         Net cash provided by (used in)
                  financing activities ...........      146,567  (   120,538)
                                                      ---------    ---------
     Net increase (decrease) in cash .............       11,778  (   114,899)

     Cash at beginning of period .................      311,491      281,449
                                                     ----------   ----------
     Cash at end of period .......................   $  323,269   $  166,550
                                                     ==========   ==========


Supplemental disclosures of cash flow information:

     Cash paid during the period for interest ....   $   71,062   $  103,894
</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.
During 1999, the Company  consolidated W-W  Manufacturing  and Eagle Enterprises
into  one  legal  entity  without  effecting  the  financial   statements.   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, 1999. 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,
1999, are not necessarily indicative of the results that may be expected for the
year ended June 30, 2000.


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

         The net basic  earnings per share amount  included in the  accompanying
statements of income 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 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,  1999,  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
statements  of income for the three  months ended  September  30, 1999 and 1998,
respectively, is as follows:


                                                 Three Months Ended
                                                    September 30,
                                                    -------------
Transactions with
Related parties                            1999                         1998
---------------                            ----                         ----

Rent expense                            $15,000                      $15,000

Interest expense                        $   349                      $   515



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 $183,076  for the three month  period
ended September 30, 1999, as compared to net earnings of $7,873 in 1998.

         Net sales  increased to $4,985,387 for the three months ended September
30, 1999, compared to $4,021,470 for 1998. The following table represents actual
sales by segment group.

Sales by segment group:                 Three Months Ended
                                           September 30,
                                           -------------
                                                                       Increase
                                         1999           1998          (Decrease)
                                         ----           ----           --------

Livestock Handling Equipment        $ 2,686,554     $ 2,117,371      $  569,183
Water and Environmental Products      2,298,833       1,904,099         394,734
                                      ---------       ---------         -------
           Total Sales              $ 4,985,387     $ 4,021,470      $  963,917
                                      =========       =========        ========



                                       7
<PAGE>
         The sales in the water and  environmental  product segment increased to
$2,298,833 as compared to $1,904,099 for the  corresponding  period of 1998. The
increase of $394,734 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 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  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  increased  $569,183  to
$2,686,554 for the three months ended  September 30, 1999 compared to $2,117,371
in the same period of 1998.  The  increase  was due to improved  cattle  prices,
improved market  conditions,  and strong  acceptance of the new equine products.
The Company  continues to make  improvements to various existing products and is
planning on  introducing  some  significant  changes in the spring of 2000.  The
Company  continues to expand its market area in the upper midwest and west.  The
east coast market,  serviced by the Livingston,  Tennessee  plant,  continues to
show  improvements  as this  market  continues  to  accept a higher  quality  of
equipment  replacing  the lighter  weight  products  previously  offered in this
market.  As market conditions remain strong through the winter months and spring
of 2000,  the  Company  expects  to see  improved  sales in  traditional  cattle
products,  as well as rodeo and  equine  product  lines.  Special  sales to expo
centers,  fairs,  and  livestock  shows  continue  to  improve.  The  Company is
presently  involved  with several  projects in the  international  market and is
expected to see this area of sales improve in the spring of 2000.

         Gross margins  improved for the three month period ended  September 30,
1999 to 19.5% as compared to 17.0% for the same period of 1998. The increase was
realized  in  both  segments  with  the  largest  improvement  in the  livestock
equipment segment. This was primarily due to improved manufacturing efficiencies
and shipments during the quarter as compared to the same period of 1998. Despite
standard  products being  manufactured at its  Weatherford,  Oklahoma plant, the
Company overcame added costs to improve margins.  Gross margins in the water and
environmental  product segment  improved.  This  improvement is due to increased
sales in 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 wholesale  water well products  continue to be very  competitive  and the
Company is  continuing  its  efforts  to lower  cost on the  resale  side of the
business.

                                       8
<PAGE>
         Operating  profit  in the  water  and  environmental  products  segment
improved to $98,227 as compared to $30,867 for the same period of 1998.  Profits
in the livestock  equipment  segment  increased to $90,177 for the quarter ended
September  30, 1999 as compared to a loss of $3,755 for the same period of 1998.
The largest increase in the segment was realized at the Dodge City location. The
Livingston,  Tennessee  location had a net  decrease in operating  profit due to
labor problems and manufacturing  inefficiencies.  Management has taken steps to
make  changes in  operations  to see that this  location  gets back to  previous
levels.

         Selling expenses as a percentage of sales decreased  slightly from 7.5%
for the three  month  period of  September  30, 1998 as compared to 7.2% for the
same period of 1999.  The Company will  continue its  aggressive  pursuit of new
markets and expanding its distributor/dealer base.

         General and administration  expenses declined from 7.9% for the quarter
ended September 30, 1998 to 7.5% for the corresponding quarter in 1999. Overall,
general and administration expenses increased in dollars spent.

        Interest expense  continues to decline as the effects of the new banking
arrangements with Norwest Business Credit, Inc. of Colorado continue to be felt.
Overall  borrowing  cost has been  reduced  through  competitive  rates  and the
utilization  of a lock box system for receipts which allows for a direct paydown
on the lines of credit.  Interest expenses decreased to $73,409 during the first
quarter ended September 30, 1999,  compared to $82,482 during the same period of
1998.

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

        The Company's  principal  sources of liquidity are internally  generated
funds and borrowings under its credit  facilities.  The Company  generated funds
from operations  with net earnings of $183, 076 and produced a traditional  cash
flow from operations of $261, 044. This cash flow and funds form operating lines
were used to fund the sales growth of $963,917 and the  resulting  inventory and
accounts  receivable  increase.  The Company  used cash from  investing  for the
purchase and updating of new  equipment.  Cash provided by financing  activities
resulted in a net increase in  borrowings  for the quarter  ended  September 30,
1999.  With the increase in sales growth,  the Company used its revolving  lines
extensively to carry the additional inventory and accounts receivables that came
along with sales  growth.  As the Company  moves  further into fiscal  2000,  it
anticipates continued sales growth with a leveling off of borrowings.

        Based on current  conditions in all  operating  segments and the general
economy,  the Company  fees that it will  continually  improve in both sales and
operating  earnings through fiscal 2000. With the increased  working capital and
lines of credit,  the Company  feels it has an adequate  supply of  liquidity to
meet its needs.

                                       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
                --------------------------------

     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:   November 19,  1999                  By:/s/ Steve D. Zamzow
------   ------------  ----                  --------------------------------
                                             Steve D. Zamzow, President & CEO



Dated:  November 19, 1999                    By:/s/ Mike Dick
------  -----------------                    --------------------------------
                                             Mike Dick, Controller

                                       11