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, 2000

                                       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 May 30, 2000
   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, 2000 and June 30, 1999                   1


                    Statements of Operations
                      Three and Nine Months Ended
                      March 31, 2000 and 1999                            3

                    Statements of Cash Flows
                      Nine Months Ended
                      March 31, 2000 and 1999                            4

                    Notes to Financial Statements                        6

                    Independent Accountant's Report                      8

Item 2              Management's Discussion and Analysis
------                of Financial Condition and Results
                      of Operations                                      9

PART II             OTHER INFORMATION

Item 1              LEGAL PROCEEDINGS                                   13
------
Item 2              CHANGES IN SECURITIES                               13
------
Item 3              DEFAULTS UPON SENIOR SECURITIES                     13
------
Item 4              SUBMISSION OF MATTERS TO VOTE OF
------              SECURITY HOLDERS                                    13

Item 5              OTHER INFORMATION                                   13
------
Item 6              EXHIBITS AND REPORT ON FORM 8-K                     13
------


                    SIGNATURES                                          14

<PAGE>
                          Part 1-FINANCIAL INFORMATION

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

                                                    March 31,     June 30,
                                                      2000          1999
                                                      ----          ----
                                                   (Unaudited)
<S>                                                <C>          <C>
Assets
Current assets:
     Cash                                          $  253,783   $  311,491
                                                   ----------   ----------
     Trade accounts receivable                      2,570,793    2,297,593
     Less allowance for doubtful accounts          (  147,500)  (  115,000)
                                                   ----------   ----------
         Net accounts receivable                    2,423,293    2,182,593
                                                   ----------   -----------
     Accounts receivable, other                       223,506       43,545
     Inventories:
         Raw materials                                708,111      420,494
         Work-in-process                              326,056      240,573
         Finished goods                             3,540,484    2,814,682
                                                   ----------   -----------
              Total inventories                     4,574,651    3,475,749
                                                   ----------   -----------
     Prepaid expenses                                  44,366       17,058
     Current portion of notes receivable
         from related parties                             465          465
                                                   ----------   -----------
         Total current assets                       7,520,064    6,030,901
                                                   ----------   -----------

Property and equipment, at cost                     4,778,386    4,860,564
     Less accumulated depreciation
         and amortization                          (2,910,333)  (2,786,645)
                                                   ----------   -----------
         Net property and equipment                 1,868,053    2,073,919
                                                   ----------   -----------

Other Assets:
     Long-term notes receivable from
         related parties, net of current portion       21,669       22,135
     Loan acquisition costs, net of
         accumulated amortization of $34,918
         at March 31, 2000 and $11,689
         at June 30, 1999                              49,037       72,266
     Other assets                                      16,174       21,571
                                                   ----------   ----------
         Total other assets                            86,880      115,972
                                                   ----------   ----------

     TOTAL ASSETS                                  $9,474,997   $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

                                                            March 31,       June 30,
                                                              2000           1999
                                                              ----           ----
                                                           (Unaudited)
<S>                                                       <C>            <C>
Liabilities
-----------
Current Liabilities:
     Accounts Payable                                      $ 2,776,621   $ 2,129,501
     Accrued property taxes                                     27,421        23,062
     Accrued payroll and related taxes                         297,168       216,719
     Accrued interest payable                                   24,025        19,790
     Accrued income taxes                                      100,000            --
     Other accrued liabilities                                 290,736            --
     Current portion of long-term notes payable                225,000       227,000
     Current portion of capital lease obligations               19,000        17,000
     Other current liabilities                                   1,225           874
                                                             ---------     ---------
         Total current liabilities                           3,761,196     2,633,946
                                                             ---------     ---------
Other Liabilities:
     Long-term notes payable, net of current portion         2,675,222     2,898,626
     Long-term capital lease obligations, net
         of current portion                                     58,226        73,002
     Negative goodwill, net of accumulated
         amortization of $222 at March 31, 2000                 46,631            --
                                                             ---------     ---------
         Total other liabilities                             2,780,079     2,971,628
                                                             ---------     ---------

         TOTAL LIABILITIES                                   6,541,275     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 March 31, 2000
         and June 30, 1999                                      55,406        55,406
     Capital in excess of par value                          3,304,629     3,304,629
     Accumulated Deficit                                    (  377,407)   (  695,911)
                                                             ---------     ---------
                                                             2,982,628     2,664,124
     Less 120,264 shares of treasury stock at cost          (   48,906)   (   48,906)
                                                             ---------     ---------

         TOTAL STOCKHOLDERS' EQUITY                          2,933,722     2,615,218
                                                             ---------     ---------

         TOTAL LIABILITIES AND
         STOCKHOLDERS' EQUITY                              $ 9,474,997   $ 8,220,792
                                                             =========     =========
</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,
                                                     ---------                  ---------

                                                 2000         1999          2000          1999
                                                 ----         ----          ----          ----
<S>                                         <C>           <C>           <C>           <C>
Net Sales                                   $ 4,994,361   $ 3,960,721   $14,465,557   $11,801,859
Cost of goods sold                            3,901,227     3,211,060    11,631,550     9,780,395
                                              ---------    ----------    ----------    ----------
      Gross profit                            1,093,134       749,661     2,834,007     2,021,464
                                              ---------    ----------    ----------    ----------
Operating expenses:
      Selling expenses                          389,612       361,355     1,128,062       979,449
      General and administrative expenses       402,936       301,717     1,121,562       958,253
                                              ---------    ----------    ----------    ----------
           Total operating expenses             792,548       663,072     2,249,624     1,937,702
                                              ---------    ----------    ----------    ----------
           Operating earnings                   300,586        86,589       584,383        83,762
                                              ---------    ----------    ----------    ----------
Other income (expenses):
      Interest income                            17,405        18,184        48,657        54,190
      Interest expense                        (  78,259)   (   70,469)   (  226,918)    ( 223,731)
      Gain (loss) on sale of assets                  --         1,500            --         1,653
      Other income (expense), net                 6,272         4,075        12,382        19,788
                                              ---------    ----------    ----------    ----------
           Total other income (expense)       (  54,582)   (   46,710)   (  165,879)   (  148,100)
                                              ---------    -----------   ----------    ----------

      Earnings (loss) before income taxes       246,004        39,879       418,504    (   64,338)

Income taxes                                    100,000            --       100,000            --
                                              ---------    -----------   ----------    ----------

      Net earnings (loss)                    $  146,004   $    39,879   $   318,504   $(   64,338)
                                              =========    ==========    ==========    ==========

Earnings Per Common Share
      Basic
           Net earnings (loss)                      .03           .01           .06    (      .01)
           Weighted average number of
                common shares                 5,540,661     5,540,661     5,540,661     5,540,661

      Diluted
           Net earnings (loss)                      .03           .01           .06    (      .01)
           Weighted average number of
                common shares                 5,586,004     5,559,681     5,586,004     5,559,681

</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,
                                                                ---------
                                                            2000         1999
                                                            ----         ----
<S>                                                     <C>          <C>
Cash flows from operating activities:
     Net earnings (loss)                                $  318,504   $(  64,338)
     Adjustments to reconcile net earnings (loss)
         to net cash provided by operating activities:
         Depreciation and amortization                     219,512      253,228
         Gain on sale of property and equipment                 --    (   1,653)
         Provision for doubtful accounts receivable         31,932           --
         Amortization of negative goodwill              (      222)          --

     Change in assets and liabilities:
         Accounts receivable                            (  227,788)      14,483
         Inventories                                    (  729,971)   ( 185,919)
         Other current and non-current assets           (   87,756)   (  71,808)
         Accounts payable                                  508,301      188,723
         Accrued expenses and other current liabilities    212,923       30,589
                                                         ---------     --------
              Net cash provided by operating activities    245,435      163,305
                                                         ---------     --------
Cash flows from investing activities:
     Proceeds from sale of property and equipment               --        3,000
     Purchase of property and equipment                 (   62,397)    ( 74,363)
     Increase in other notes receivable                         --     (  8,090)
     Proceeds from other notes receivable                       --       25,268
     Proceeds from stockholders' notes receivable              466          428
     Cash acquired in acquisition of subsidiary             14,988           --
                                                          --------    ---------
              Net cash used in investing activities    $(   46,943)   $( 53,757)
                                                          --------     --------
</TABLE>

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

                                                             Nine Months Ended
                                                                 March 31,
                                                                 ---------

                                                              2000           1999
                                                              ----           ----
<S>                                                       <C>            <C>
Cash flows from financing activities:
     Payments on notes payable, financial
         institutions and government entities             $(13,291,957)  $(4,040,485)
     Proceeds from notes payable                            13,048,533     3,793,619
     Payments on capital leases                            (    12,776)   (   13,405)
                                                           -----------    ----------
         Net cash used in financing activities             (   256,200)    ( 260,271)
                                                           -----------    ----------

     Net decrease in cash                                  (    57,708)    ( 150,723)
     Cash at beginning of period                               311,491       281,449
                                                           -----------   -----------

     Cash at end of period                                 $   253,783   $   130,726
                                                           ===========   ===========

Supplemental disclosures of cash flow information:

     Cash paid during the period for interest              $   220,059   $   231,757

     Installment loans to acquire property and equipment   $    18,020   $   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, 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 and nine month periods ended March
31, 2000, are not necessarily  indicative of the result that may be expected for
the year ended June 30, 2000.

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,  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
statement of  operations  for the three and nine months ended March 31, 2000 and
1999, respectively, is as follows:

                           Three Months Ended          Nine Months Ended
                                March 31,                   March 31,
                                ---------                   ---------
Transactions with

Related parties            2000          1999          2000          1999
---------------            ----          ----          ----          ----

Rent expense            $ 15,000      $ 15,000      $ 45,000      $ 45,000

Interest expense             259           434           912         1,423


NOTE 4 - FIRE
-------------

         On March 17, 2000, W-W  Manufacturing  suffered a fire at its hydraulic
chute  manufacturing  plant in  Weatherford,  Oklahoma.  Subsequent to March 31,
2000, the Company received a partial payment of insurance proceeds in the amount
of  $180,000,  which has been  reflected  as a  receivable  in the  accompanying
financial  statements.  Property and equipment has been reduced by the estimated
loss and a liability  has been accrued to reflect  additional  charges  expected
resulting from the fire in the amount of recorded proceeds.  The Company expects
insurance  coverage  to be  adequate  to cover  all  expenses  and  replacements
associated with the fire.

NOTE 5 - BUSINESS COMBINATION
-----------------------------

         On March 21, 2000, W-W Manufacturing,  a wholly owned subsidiary of W-W
Capital Corporation,  acquired various assets and assumed various liabilities of
the  Adrian  J.  Paul  Company  of  Duncan,  Oklahoma  out  of  bankruptcy.  The
transaction was accounted for as a purchase and, accordingly,  the excess of the
asset  values  acquired  over  liabilities  assumed  were  used  first to reduce
long-term assets and the remainder was recorded as negative goodwill of $46,853.
The  negative  goodwill  will be  amortized  over 20 years on the  straight-line
method.  The  financial   statements  presented  for  W-W  Capital  reflect  the
acquisition from the date acquired.

         The following  unaudited pro forma  summary  presents the  consolidated
results of operations of the Company as if the business combination had occurred
on June 30, 1999.

                         Revenues                      $ 15,749,405
                         Net earnings                       367,331
                         Earnings per share            $        .07

         The above  amounts are based upon certain  assumptions  and  estimates,
which  the  Company  believes  are  reasonable.  The pro  forma  results  do not
necessarily  represent  results  which  would  have  occurred  if  the  business
combination had taken place at the date and on the basis assumed above.

                                       7
<PAGE>
Independent Accountant's Report
-------------------------------

Board of Directors and Stockholders
W-W Capital Corporation
Fort Collins, Colorado


         We  have  reviewed  the  accompanying  balance  sheets,  statements  of
operations,   and  cash  flows  of  W-W  Capital  Corporation  and  consolidated
subsidiaries  as of March  31,  2000,  and for the  three-month  and  nine-month
periods then ended.  These financial  statements are the  responsibility  of the
Company's management.

         We conducted our review in accordance with standards established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the accompanying  financial  statements for them to be in
conformity with generally accepted accounting principles.


                                                 BROCK AND COMPANY, CPAs, P.C.



Fort Collins, Colorado
May 30, 2000

                                       8
<PAGE>
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,  Eagle  Enterprises),  W-W Paul Scales
(Paul), and the water and environmental  product segment is represented by Titan
Industries (Titan).

(A)      Analysis of Results of Operations
         ---------------------------------

         The Company  incurred  net profits of $146,004  and  $318,504,  for the
three and nine month  periods  ended March 31, 2000, as compared to a net profit
of $39,879 and a net loss of $(64,338) for the same periods of 1999.

         Net sales  increased to $14,465,557 for the nine months ended March 31,
2000,  compared to $11,801,859 for 1999. 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,
                                                   ---------                  ---------

                                              2000          1999          2000          1999
                                              ----          ----          ----          ----

<S>                                       <C>           <C>           <C>           <C>
Livestock Handling Equipment              $ 3,031,951   $ 2,401,772   $ 8,432,082   $ 6,673,142
Water and Environmental Products            1,962,410     1,558,949     6,033,475     5,128,717
                                          -----------   -----------   -----------   -----------
           Total Sales                    $ 4,994,361   $ 3,960,721   $14,465,557   $11,801,859
                                          ===========   ===========   ===========   ===========
</TABLE>

The sales in the water and environmental product segment increased to $6,033,475
as compared to $5,128,717 for the corresponding  period of 1999. The increase of
$904,758 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, 2000.  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 several
years.  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.  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.

                                       9
<PAGE>
Sales in the livestock  equipment segment  increased  dramatically to $8,432,082
for the nine months ended March 31, 2000 as compared to $6,673,142  for the same
period of 1999.  This increase of $1,758,940  is  attributable  to strong cattle
prices  as  well  as  overall  strong  conditions  in  the  livestock   markets.
Significant  increases  were  realized with the new Champion  horse stall,  barn
systems,  and riding  arenas.  Sales have also been strong in special  products,
expo sales, and rodeo equipment. Sales for the three months ended March 31, 2000
increased  $630,179 as compared to an increase of $71,102 for the same period of
1999.  Sales increased at the Livingston,  Tennessee plant to $2,559,620 for the
nine months ended March 31, 2000 as compared to  $2,056,489  for the same period
of 1999. Sales at W-W  Manufacturing  (Dodge City plant) increased to $5,806,310
from  $4,616,653  for the same nine month period ended March 31, 1999.  Based on
present  conditions,  the Company anticipates sales and profits to remain strong
throughout  fiscal  1999-2000.  The Company is presently  working on several new
products to be introduced during the upcoming fall markets. Product improvements
to existing  products include squeeze chutes,  headgates,  rodeo equipment,  and
equine equipment 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 the Livingston plant, 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.

Gross  margins  improved  for the nine  months  ended March 31, 2000 to 19.6% as
compared to 17.1% for the same period ended March 31, 1999. Gross margins in the
livestock  equipment  segment  improved to 20.7% for the nine months ended March
31, 2000 as compared to 17.8% for the same period of 1999.  Margins  improved at
both the Dodge City and Livingston  (Eagle) plants with the biggest  increase at
the Dodge City location.  Margins and operating  profits  continue to improve at
the Eagle plant showing an improved gross profit of $344,504 for the nine months
ended  March 31,  2000 as  compared  to  $291,760  for the same  period of 1999.
Operating profits improved to $185,358 as compared to $145,350 for the same nine
month period of March 31, 2000 and March 31, 1999. The increase in gross margins
and operating  profits is a direct result of improved  manufacturing  efficiency
and less dependence on the Dodge City plant for parts.  Operating profits at the
Dodge City plant  improved to $453,317  for the nine months ended March 31, 2000
as compared to $131,619 for the same period of March 31, 1999. This  improvement
was due to improved efficiencies in production and the ability of the Dodge City
plant to  increase  shipments.  Overall,  gross  margins at the Dodge City plant
improved  from 19.5% for the nine  months  ended March 31, 1999 to 23.8% for the
same period of March 31, 2000.  The steps taken to combat the labor  shortage in
Dodge City by having the Weatherford, Oklahoma plant help with production allows
for the significant increase in shipments therefore, improving gross margins and
profits. The Company anticipates this improvement to continue through the fourth
quarter of the current fiscal year.

Gross margins in the water and  environmental  segment  increased  from 15.3% in
1999 to  17.5% in 2000.  This  increase  is due to the  Company  continuing  its
efforts  with custom  fabricated  and  manufactured  products.  With the Company
seeking higher margin products and expanding into new

                                       10
<PAGE>
markets,  gross margins are expected to continue to improve.  Operating earnings
for the nine months  ended  March 31,  2000  improved to $243,601 as compared to
$114,577 for the same period of 1999.  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  decreased  from 8.3% in 1999 to 7.8%
for the nine months ended March 31, 2000.  The decrease is primarily  due to the
significant  increase  in sales as compared  to dollars  spent on  creating  the
sales. The Company has increased its sales and marketing  expenses over the last
twelve months and is now realizing the benefits of these efforts.  Total dollars
expended on selling  expenses has  increased to  $1,128,062  for the nine months
ended March 31, 2000 as compared to $979,449  for the same period of 1999.  this
increase is due to higher  expenses  being  realized in  attending  trade shows,
travel costs, and general costs of marketing its products. In both segments, the
Company will continue its aggressive  marketing  plans to gain market share over
the spring and summer  months.  Management  is presently  evaluating  its entire
marketing plan and will continue to find new ways to market its products.

Overall,  general and administrative expenses decreased as a percentage of sales
from  8.1% in 1999 to 7.8% for the  corresponding  period of 2000.  The  overall
decrease is due to the  significant  increase in sales  without a  corresponding
increase in general and administrative  expenses.  While there was a decrease in
general and administrative  expenses as a percentage of sales, the actual dollar
expended  increased  $163,309.  This  increase was due to increased  cost at the
various  company  subsidiaries  while  expenses  at the  corporate  headquarters
remained  constant as compared to 1999. The Company is continually  seeking ways
of  lowering   general   and   administrative   expenses   through  the  use  of
centralization, job realignment, and line-by-line expense reduction.

Interest expense increased  slightly to $226,918 for the nine months ended March
31, 2000 as compared to $223,731 for the same period of 1999. This change is due
to increased  borrowing by the water and  environmental  segment due to the high
inventory levels being maintained. Also, the increase is due to the present rise
in the prime interest rate. The Company anticipates  borrowings to remain fairly
constant  over the next several  months and interest cost to increase due to the
Federal Reserve continuing its pressure to raise the prime rate.

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

The Company had net income of $318,504  for the nine months ended March 31, 2000
as compared to a net loss of $64,338 for the same period of 1999. Net income for
the three month  period ended March 31, 2000 was $146,004 as compared to $39,879
for the same period of 1999. The Company  continues to have a positive cash flow
provided by operating activities  increasing to $245,435 as compared to $163,305
for the same period of 1999.  With a large  backlog of orders and  entering  the
strong spring and summer market,  the Company  anticipates that profits will hit
all time levels.

During the third quarter,  the livestock equipment segment successfully closed a
transaction that acquired the assets of the Adrian J Paul Company.  This 46-year
old  company  is a leader in  manufacturing  livestock  scales  that are used in
weighing  all  types of  livestock.  The  Company  acquired  the  assets  out of
bankruptcy at a negotiated  purchase price of $296,500.  Funds were provided for
the purchase with  borrowings on a new line of credit from Wells Fargo  Business
Credit

                                       11
<PAGE>
(formerly  Norwest Business Credit) and internally  generated funds from current
profits.  The  operations  will  be  reported  as a  division  of the  livestock
equipment  segment in future reports.  The Company and operating  statements for
the nine months ended March 31, 2000 reflect  operations of this division for an
eleven  day  period.  Sales for the  period  were  $66,152  with a net profit of
$5,173.

The Company used net cash in investing  activities  for the purchase of property
and equipment.  Net cash used in financing activities resulted in a net decrease
in  borrowings  for the nine months  ended March 31, 2000 of  $256,200,  and the
Company  anticipates debt to be reduced in the livestock  equipment segment with
borrowing to remain at maximum levels in the water and environmental segment due
to the maintenance of high inventory levels.  The Company added to the livestock
equipment segment's line of credit to provide the necessary cash to purchase the
assets of the Adrian J Paul Company.  Management believes that the present lines
of credit will be adequate to maintain the present sales growth.

To  give  W-W   Manufacturing   the   opportunity  to  grow  and  eliminate  its
manufacturing and labor deficiencies, management has begun construction on a new
75,000 square foot manufacturing facility in Thomas, Oklahoma. It is anticipated
that the facility will be completed in November 2000 for move in and  production
set up in December 2000.

On March 17,  2000,  the  livestock  equipment  segment  suffered  a fire at its
hydraulic chute manufacturing plant in Weatherford,  Oklahoma. This location was
closed  down for a  ten-day  period  and only  suffered  a slight  loss in sales
orders.  The Company has moved and set up production in temporary  facilities in
Thomas,  Oklahoma  and will be  moved  into the new  manufacturing  facility  in
November 2000. The Company has adequate  insurance  coverage and will not suffer
any monetary loss from the fire. The accompanying  financial  statements reflect
an estimated cost and related receivables regarding the fire.

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.

                                       12
<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

                                       13
<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 30, 2000                   By:/s/ Steve D. Zamzow
                                           ----------------------------
                                        Steve D. Zamzow, President & CEO



Dated:   May 30, 2000                   By:/s/ Mike Dick
                                           ----------------------------
                                        Mike Dick, Controller

                                       14