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, 1996
                                      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)

            11990 Grant Street, Suite 400, Northglenn, CO   80233
         (Address of principal executive offices, including zip code)
                                (303) 452-5000
             (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 February  14, 1997      
                                                   ---------------------      
   $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, 1996 and June 30, 1996     1
                         
                         Statements of Operations                
                           Three and Six  Months Ended           
                           December 31, 1996 and 1995            3

                         Statements of Cash Flows                
                           Six Months Ended                      
                           December 31, 1996 and 1995            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                      12
Item 2                   CHANGES IN SECURITIES                  14
Item 3                   DEFAULTS UPON SENIOR SECURITIES        14
Item 4                   SUBMISSION OF MATTERS TO VOTE OF        
                         SECURITY HOLDERS                       14
Item 5                   OTHER INFORMATION                      14
Item 6                   EXHIBITS AND REPORT ON FORM 8-K        14


                         SIGNATURES                             15

<PAGE>

                          Part 1-FINANCIAL INFORMATION


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

                                 Balance Sheet

                                    December 31,        June 30,
                                        1996              1996
                                    (Unaudited)
<S>                                                               <C>          <C>
Assets                               
Current assets:
  Cash ........................................................   $   71,544   $  131,022
                                                                  ----------   ----------
  Trade accounts receivable ...................................    1,680,182    1,970,549
  Less allowance for doubtful accounts ........................    ( 136,162 )  ( 143,632 )
                                                                   - -------    - -------  
     Net accounts receivable ..................................    1,544,020    1,826,917
  Accounts receivable, other ..................................       12,804       21,240
  Accounts receivable, employee ...............................        2,162         --
  Accounts receivable, related party ..........................      332,886      132,221
  Inventories:
   Raw materials ..............................................      441,971      422,774
   Work-in-process ............................................      140,671      206,200
   Finished goods .............................................    2,787,400    2,798,534
                                                                   ---------    ---------
     Total inventories ........................................    3,370,042    3,427,508
                                                                   ---------    ---------
  Deferred taxes ..............................................       99,972       99,814
  Prepaid expenses ............................................       74,036       18,567
  Current portion of notes receivable .........................      148,391      170,010
                                                                     -------      -------
     Total current assets .....................................    5,655,857    5,827,299
                                                                   ---------    ---------
Property and equipment, at cost ...............................    4,521,331    4,503,432
  Less accumulated depreciation
  and amortization ............................................  ( 2,065,599 )( 1,901,838 )
                                                                 - ---------  - ---------  
     Net property and equipment ...............................    2,455,732    2,601,594
                                                                   ---------    ---------

Other Assets:
  Long-term notes receivable from
     stockholders, net of current portion .....................         --          9,372
  Long-term notes receivable from
     parties, other affiliated entities and related
     net of current portion ...................................       15,610       15,610
  Real Estate held for resale .................................      380,394      379,414
  Accounts and notes receivable, other ........................        9,217        9,218
  Covenant not to compete, net of
     accumulated amortization .................................         --          7,964
  Other assets ................................................       39,041       43,437
                                                                      ------       ------
     Total other assets .......................................      444,262      465,015
                                                                     -------      -------
     TOTAL ASSETS .............................................   $8,555,851   $8,893,908
                                                                  ==========   ==========

                          Continued on following page
                See accompanying notes to financial statements 
                            W-W CAPITAL CORPORATION
                            Balance Sheet, Continued

                                                                 December 31,     June 30,
                                                                        1996         1996 
                                                                        ----         ---- 
                                   (Unaudited)
Liabilities
Current Liabilities:
  Accounts Payable ............................................   $2,182,658   $2,243,753
  Revolving credit note payable to Bank .......................    1,834,000    1,734,000
  Accrued property taxes ......................................       40,445       27,523
  Accrued payroll and related taxes ...........................      113,456      135,842
  Accrued interest payable ....................................       15,232       13,344
  Accrued commissions .........................................       50,000       30,000
  Current portion of long-term payables .......................      288,951      283,833
  Current portion of notes payable to
   related parties ............................................       29,834       32,465
  Other current liabilities ...................................       17,468       41,641
                                                                      ------       ------
     Total current liabilities ................................    4,572,044    4,542,401
                                                                   ---------    ---------

Other Liabilities:
  Accrued commissions related party ...........................      100,000       150,00
  Long-term note payable to financial
   institutions net of current portion ........................    1,571,310    1,655,218
  Deferred taxes ..............................................       99,814       99,814
  Other Long-term liabilities .................................        8,030       22,235
                                                                       -----       ------
     Total other Liabilities ..................................    1,779,154    1,927,267
                                                                   ---------    ---------

     TOTAL LIABILITIES ........................................    6,351,198    6,469,668
                                                                   ---------    ---------

Stockholders' Equity
  Common stock: $.01 par value 15,000,000
   shares authorized 5,540,661 shares
   issued and outstanding at December
   31, 1996, and June 30, 1996, respectively ..................       55,406       55,306

  Capital in excess of par value ..............................    3,304,629    3,304,099
  Accumulated Deficit .........................................  ( 1,136,476 )  ( 916,259 )
                                                                 - ---------    - -------  
                                                                   2,223,559    2,443,146
  Less 20,264 shares of treasury stock at
   cost .......................................................     ( 18,906 )   ( 18,906 )
                                                                    - ------     - ------  

     TOTAL STOCKHOLDERS' EQUITY ...............................    2,204,653    2,424,240
                                                                   ---------    ---------

     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY .....................................   $8,555,851   $8,893,908
                                                                  ==========   ==========
</TABLE>



                See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

                              W-W CAPITAL CORPORATION
                             Statements of Operations
                                    (Unaudited)

                                             Three Months Ended             Six Months Ended
                                               December 31,                   December 31,     
                                               1996           1995           1996           1995
                                               ----           ----           ----           ----

<S>                                      <C>            <C>            <C>            <C>        
Net Sales ............................   $ 3,114,560    $ 3,526,094    $ 6,927,408    $ 7,593,726
Cost of goods sold ...................     2,717,106      2,812,556      5,770,792      6,184,790
                                           ---------      ---------      ---------      ---------

   Gross profit ......................       397,454        713,538      1,156,616      1,408,936
                                             -------        -------      ---------      ---------

Operating expenses:
   Selling expenses ..................       265,632        341,676        544,062        695,237
   General and administrative expenses       338,382        373,306        696,417        774,530
                                             -------        -------        -------        -------
     Total operating expenses ........       604,014        714,982      1,240,479      1,469,767
                                             -------        -------      ---------      ---------

     Operating earnings (loss) .......     ( 206,560 )    (   1,444 )     ( 83,863 )    ( 60,831 )
                                           - -------      -   -----       - ------      - ------  

Other income (expense):
   Interest income ...................        17,095         32,664         35,982         68,433
   Interest expense ..................       (89,900)      (103,985)      (185,205)      (205,804)
   Gain on sale of assets ............         2,624          1,000          3,010          1,000
   Other income (expense), net .......         3,697          1,736          9,859         9,1783
                                               -----          -----          -----         ------
     Total other income (expense) ....      ( 66,484 )      (68,585)     ( 136,354)     ( 127,193 )
                                            - ------        -------      - -------      - -------  

   Earnings (Loss) before income taxes      (273,044)    (   70,029)      (220,217)      (188,024)
                                            --------     -   ------       --------       -------- 

Provision for deferred income taxes ..          --       (    1,589)           --        ( 24,928 )
                                                         -    -----                      - ------  


   Net earnings (loss) ...............   $  (273,044)  $    (68,440)   $ ( 220,217)   $ ( 163,096)
                                         ===========   ============    === =======    === ======= 


Earnings (Loss) per common share:        $  (    .05)  $    (   .01)   $ (     .04)   $  (    .03)
                                              =======        =======      ========         ======= 
                              

Weighted average number of
common shares outstanding ............     5,537,328      5,530,661      5,533,994      5,530,661
                                           =========      =========      =========      =========
</TABLE>


                  See accompanying notes to financial statements.

<PAGE>
<TABLE>
<CAPTION>

                          W-W CAPITAL CORPORATION
                          Statement of Cash Flows
                                (Unaudited)

                                                                     Six Months Ended       
                                                                       December 31,     
                                                                       ------------     
                                                                   1996          1995
                                                                   ----          ----
<S>                                                            <C>          <C> 

Cash flows from operating activities:
  Net (loss) ................................................. $ ( 220,217) $ ( 163,096 )
  Adjustments to reconcile net loss to net
     cash provided by (used in) operating activities:
  Depreciation and amortization ..............................     201,858      216,672
  Loss (Gain) on property and equipment ...................... (     3,010)  (    1,000)
  Provisions for loss on accounts and notes
     receivable .............................................. (     7,470 )        --   
  Deferred income taxes ...................................... (       158 )     26,578

Changes in assets and liabilities:
  Accounts receivable ........................................     290,367    ( 130,225 )

  Inventories ................................................      57,466      302,422
  Other current and non-current assets .......................    (249,859)      21,094
  Accounts payable ...........................................    ( 61,095)   ( 268,503 )
  Accrued expenses
     and other current liabilities ...........................    ( 45,755 )   ( 82,404 )
                                                                  - ------     - ------  
       Net cash (used in) provided by operating
       activities ............................................    ( 37,873 )   ( 78,462 )
                                                                  - ------     - ------  

Cash flows from investing activities:
  Proceed from sale of property and equipment ................       4,800        1,000
  Increase in real estate held for sale ......................  (      980)     ( 4,815 )
  Purchase of property and equipment .........................    ( 53,450)    ( 72,455 )
  Increase in other notes receivable .........................        --       ( 71,556 )
  Proceeds from other notes receivable .......................      18,530      140,834
  Proceeds from stockholders' notes receivable ...............      12,462       11,394
                                                                    ------       ------
       Net cash (used in) provided by investing
       activities ............................................    ( 18,638 )      4,402
                                                                  - ------        -----





                        (Continued on following page)

<PAGE>



                           W-W CAPITAL CORPORATION
                      Statement of Cash Flows, Continued
                                 (Unaudited)

                                                                     Six Months Ended
                                                                       December 31,

                                                                     1996        1995
                                                                     ----        ----

Cash flows from financing activities:
  Proceeds from lines of credit ..............................   $ 100,000    $ 199,000
  Payments on lines of credit ................................        --      (  50,000)
  Payments on notes payable - related parties ................   (   2,631)        --   
  Payments on notes payable to financial
     institutions and government entities ....................   ( 135,122)   (  219,79)

  Proceeds from exercise of common stock option ..............         630         --
  Proceeds from notes payable ................................      34,156       29,550
                                                                    ------       ------


     Net cash provided by (used in) financing
     activities ..............................................     ( 2,967 )   ( 41,241 )
                                                                   - -----     - ------  


  Net (decrease)  increase in cash ...........................    ( 59,478 )  ( 115,301 )

  Cash at beginning of period ................................     131,022      124,458
                                                                   -------      -------


     Cash at end of period ...................................   $  71,544    $   9,157
                                                                 =========    =========



  Supplement schedule of non cash investing
    and financing activities:
 Converted accounts receivable and related
     note receivable into new secured note$ ..................        --      $ 150,000

Sold investment in real estate held for sale:
 Mortgage receivable .........................................   $    --      $    --

Supplemental disclosures of cash flow
   information:
 Cash paid during the period for interest ....................   $ 183,317    $ 206,702
                                                                 =========    =========
     

</TABLE>

               See accompanying notes to financial statements.

                          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, 1996. 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, 1996, are not necessarily  indicative of the result that may be expected for
the year ended June 30, 1997.


NOTE 2 - NET EARNINGS PER SHARE

     The net  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 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,
1995,  included  in its  Annual  Report on Form 10-K for the  nature and type of
related party transactions.

     The related party transactions  include sales commission paid to Agri-Sales
Associates  which had  entered  into a sales and  marketing  agreement  with the
Company.  The former owner of Eagle  Enterprises is also the principal  owner of
Agri-Sales and holder of the Company's  restricted  common stock,  as more fully
discussed in the Annual Report on Form 10-K for the year ended June 30, 1996.

     A summary of the  related  party  transactions  that  effect the  Company's
statement of operations  for the three months ended December 30, 1996, and 1995,
respectively, is as follows: Three Months Ended Six Months Ended
<TABLE>
<CAPTION>
     
                                       December 31,              December 31,      
                                       ------------              ------------      
Transactions with
Related Parties ............         1996         1995         1996         1995
----------------------------         ----         ----         ----         ----
<S>                               <C>          <C>          <C>          <C>
Rent expense ...............      $15,000      $15,000      $30,000      $30,000

Interest income ............          691        1,098        1,430        2,939

Interest expense ...........          768          881        1,569        1,759
</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 $273,044 and $220,217, for the three and
six month period ended  December 31, 1996,  as compared to net losses of $68,440
and  $163,096  in 1995.  These  losses  are  mainly  attributable  to an extreme
slowdown in both  segments  during the last half of the quarter  throughout  the
holiday season.

     Net sales  decreased to $ 6,927,408  for the six months ended  December 31,
1996,  compared to $ 7,593,726 for 1995. 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
                                       1996         1995          1996         1995
                                       ----         ----          ----         ----
<S>                                <C>          <C>          <C>          <C>  
Livestock Handling Equipment ...   $1,768,615   $1,949,639   $3,706,527   $4,218,952
Water and Environmental Products    1,345,945    1,576,455    3,220,881    3,374,774
                                    ---------    ---------    ---------    ---------
             Total Sales .......   $3,114,560   $3,945,386   $6,927,408   $7,593,726
                                   ==========   ==========   ==========   ==========
</TABLE>



     The sales in the water and environmental product segment decreased $153,893
or 5.9% during the six month period as compared to corresponding period in 1995.
The decrease was primarily  due to slow sales during the holiday  period of late
November and December.  In addition  extreme wet and cold weather  conditions in
major market  areas had an adverse  effect on the water  supplies  aspect of the
business. As weather improves and we move toward the spring selling season sales
are expected to be at and above normal levels.  While these factors  contributed
to a decline  in sales the  Company  has taken  steps to gain  market  share and
increase  sales.  The Company has and will continue to introduce new products to
the market place. The most recent  introductions being a new pitless tank combo,
and twin pack screens.  The pitless tank combo is engineered  for quick and easy
installation therefor saving valuable labor cost out in the field. The twin pack
was  developed  for use when  unfavorable  conditions  exist  with  conventional
screens  and  filter  packs.  The twin pack  screen is a screen  within a screen
ensuring  an  effective  gravel pack to prevent  fine  formation  sediment  from
entering  the well.  The new  products  along with the  introduction  during the
spring 1996 of high  density  polyethylene  slotted  screen  (HDPE) will greatly
impact  sales  through the balance of 1997.  The Company  continues  to find new
markets for its products including landfills,  mines, environmental remediation,
industrial screening and leachate collection applications. The Company continues
its efforts to establish new distributors and manufacturer's  representatives on
both the east and west  coasts to expand its  market  area so that  weather  and
economics in a certain area will not have a major impact on sales.

     During the six months  ended  December  31,  1996,  sales in the  livestock
handling  equipment  segment declined $512,425 or 8.8%. The decline in sales are
due to the continuing concern in the cattle industry about beef prices. However,
the decline in sales was felt most  strongly  in July and early  August of 1996,
but improved as the Company moved into its fall and winter selling season,  with
a normal drop  during the  holiday  season.  While  traditional  lines of cattle
livestock  systems  remains  sluggish the special  horse stall,  versa stall and
rodeo sales division  remain strong.  The Company expects sales in the livestock
handling  equipment  segment to gain strength as the beef market improves and we
move into the spring season. Experts in the beef industry predict beef prices to
remain  steady  through  spring  and  summer  and  improve as we move into fall.
Marketing  studies  done by the  company  show that sales of W-W  products  will
improve  when the cow/calf  operator  does well.  Traditionally  when the market
improves  the  cow/calf  operator is the last person to  recover.  The  cow/calf
producer  over the  last  eighteen  months  has been  losing  money  but as fall
approaches the recovery should be complete,  therefore, putting this producer at
a profit level.  With the cattle market improving by fall to profit levels,  the
livestock  equipment  segment  should reach and maintain  traditional  sales and
profit levels.

     Historically,  W-W  Manufacturing  has sold  its  equipment  to the  larger
ranchers  and not to smaller  operators  because  along with higher  quality and
durability  comes higher prices.  Therefore,  smaller  operators opted for lower
priced  equipment  because  the size of their  herd,  they could not justify the
price for W-W Manufacturing equipment. In order to meet the needs of the smaller
price  conscious  operator,  the  Company  has  designed  a new line of  quality
equipment   which  will  be  priced  lower  than  the   traditional   equipment.
Additionally,  the Company  reintroduced  a line of feed  equipment and gates in
January  1996.  This line of equipment has enabled the Company to enter the high
volume  aspect  of the gate  and  panel  market.  These  products  will not only
increase  sales  levels,  but will give the  Company a  lead-in-product  to open
markets  to new  customers  who have not  handled  W-W  Manufacturing  livestock
systems.  The Company has, during the last twelve months,  introduced  these new
products  not only to its  traditional  market but to  distributors  and dealers
being in new market  areas  discussed  previously.  The Company is now  reaching
increases  in sales  from  these  new  products  but will  not see  market  wide
acceptance until the fall season. Early indications from trade shows and dealers
is that the Company can  anticipate  increases  in sales levels and market share
from these new and reintroduced products.

     Gross profit margins  decreased from 18.55% in 1995 to 16.70% in 1996 on an
overall  Company  basis.  The  gross  profit  margin in the  livestock  handling
equipment decreased slightly from 19.27% in 1995 to 18.90% in 1996. As discussed
earlier this  decline is  principally  a result of lower gross profit  margin on
"specials" which accounted for approximately 15% of total sales in the livestock
handling   equipment  segment  during  the  period.   Eagle  continues  to  show
improvement  in its  operating  results.  Eagle had a operating  loss of $32,924
during the six months ended  December 31, 1996, as compared to an operating loss
for the same  period of $140,047 in 1995 and  $252,287  in 1994.  Product  sales
shipped out of the Eagle manufacturing facility totaled $1,024,041 in 1996 or an
average of $170,674 per month.  Management has estimated Eagle's breakeven point
to be  approximately  $150,000 in shipments per month.  It is  anticipated  that
Eagle's  shipments will increase as orders for the reintroduced  feed equipment,
gates and new lower priced cattle handling equipment continue. The Market served
by Eagle is  primarily  cow/calf  operators  and as  previously  discussed  this
segment of the cattle industry has lost money for the past eighteen months.  The
Company believe as the cow/calf operator becomes profitable and the new products
gain  acceptance in the market place,  that by the 1997 fall season Eagle should
be profitable on a consistent basis.

     Gross  profit  margins  in the  water  and  environmental  product  segment
decreased  from 19.65% in 1995 to 14.20% in 1996.  This decline  corresponds  to
higher  depreciation  and  other  costs  associated  with the new  manufacturing
facility as well as higher  labor,  material  cost,  supplies  and freight  cost
relating to the  manufacturing  process.  Presently the Company is reviewing why
the  margins  have  dropped  sharply  and is  putting  a plan in place to reduce
manufacturing cost to enable margins to return to normal levels.

     The selling  expenses as a percent of sales  decreased  to 7.85% in 1996 as
compared  to  9.15% in  1995.  The  decrease  is a  result  of  lower  cost as a
percentage of sales in the  livestock  handling  equipment  segment This segment
presently is expanding  market share while  maintaining a staff of six salesman,
and  a  sales   manager.   This  segment   while   successfully   expanding  its
distributor/dealer  network plans on maintaining  the present sales staff and as
sales  continue  to  improve  the sales  expense as a  percentage  of sales will
continue to decrease.  Selling  expense in the water and  environmental  segment
during 1996 remained fairly constant compared to 1995. It is anticipated as this
segments sales improve into the heavy spring selling season that selling expense
will  decline as a  percentage  of sales.  The  Company has been  successful  in
establishing new dealers and distributors in areas where the Company has not had
a strong  presence.  It is anticipated that as cattle prices continue to improve
the new dealers and distributors will increase orders on W-W livestock  handling
equipment and selling expenses as a percent of sales will decline.

     General and  administrative  expenses decreased $78,113 in 1996 as compared
to 1995.  This decrease is a combination of lower legal fees involving  lawsuits
and the company continuing to cut and consolidate all general and administrative
expenses.  The Board will continue taking steps to further reduce administrative
expenses at the subsidiaries as well as corporate level.

     Interest expense decreased $20,599 during the six months ended December 31,
1996,  as compared  to the same  corresponding  period in the prior  year.  This
decrease can be attributed to decrease in borrowing on the lines of credit and a
continued effort on the company's part to reduce debt. With a reduction in debt,
along with a reduction in interest  rates the  Company's can expect its interest
expense to  continue  to decline in 1997.  Inflation  has not had a  significant
effect on operations in the recent years because of the  relatively  modest rate
of price increases in the United States.

(B)     Liquidity and Capital Resources

     The Company used $37,873 cash in operating  activities  in 1996 as compared
to using $78,462 from  operations in 1995.  This is  attributable to the company
reducing inventories and receivables since June of 1996, and used these funds to
reduce debt an account payables.  Management  anticipates that overall inventory
levels to remain  constant,  while  reductions in its current  inventory will be
offset by increases in inventory of the new products in both segments.

     The Company renewed its banking arrangements through July of 1997, with its
primary  lender on terms  similar to which is  presently  in effect in  December
1996. Currently, Eagle is in violation of certain loan covenants with both First
American  National Bank and Bank IV,  Kansas due to prior net operating  losses,
even though the reduction in the outstanding balance of the line of credit cured
certain other  violations.  Management has discussed  these  violations with the
Banks  and  the  banks  are  currently   negotiating  with  the  Company  as  to
arrangements past July of 1997.

     During the six months ended  December  31,  1996,  the Company made capital
additions of $53,450 down from $72,455 in 1995.  At the present time the Company
has put the issuance of  $1,4000,000  of industrial  revenue bonds on hold until
cattle market conditions  improve.  The Company has maintained  contact with the
underwriter  and the City of Dodge City and all parties are still  interested in
pursuing this when the Company decides conditions are right to go ahead.

     There is negotiations  with various  institutions  for long-term  financing
going on to insure adequate funds are available as the Company recovers from the
financial difficulties of 1995 and 1996.

     Management  believes  with net cash  provided  from  cash  flow,  available
balance on lines of credit,  funds  provided from the  development  of the Texas
property, and the Company's ability to obtain additional long-term financing the
Company will have adequate sources to meet its current obligations.

<PAGE>

                                  PART II
                             OTHER INFORMATION
                                     
ITEM 1. LEGAL PROCEEDINGS

     On December 6, 1996, W W Capital and its legal counsel,  Klenda,  Mitchell,
Austerman  and Zuercher,  a Limited  Liability  Company and General  Partnership
filed a law suit in the U. S. District  Court  Wichita,  Kansas against Jerry R.
Bellar,  individually.  W W Capital  sued to  recover  under  provisions  of the
Exchange  Agreement  cost  associated  with the  settlement of "People's Bank of
Hunstville v. Liberty Metals  Fabricating,  LTD. and Eagle  Enterprises".  It is
managements opinion that any amounts paid to Liberty Metals, against Eagle, that
Eagle would be  indemnified by Bellar.  It was indicated  during the purchase of
Eagle that  Eagle's  exposure in the  Liberty  Metals case was "at worst a wash-
out"'  Bellar   denies  that  the  Liberty  Metal  case  is  covered  under  the
indemnification  agreement.  W W Capital is  seeking  to  recover  approximately
$53,000 relating to the settlement of the Liberty Metals Case.

     On or  about  December  22,  1992,  the  March  Group  filed a law  suit in
Tennessee against Jerry Bellar, Eagle Enterprises,  W W Capital. Under the terms
of a 1993 agreement,  Jerry Bellar agreed and  acknowledged  his obligation,  to
indemnify Eagle Enterprises and W W Capital for all damages in Excess of $50,000
awarded against Eagle.  Also, under this 1993 agreement,  Bellar agreed that all
attorney  fees and  expenses  incurred  by W W Capital  and Eagle  subject  to a
$10,000  deductible  would be reimbursed to the Company.  W W Capital is seeking
reimbursement  of these  expenses  which  as of the time the law suit was  filed
totaled  $137,777.  Since that time additional legal fees and expenses have been
incurred  during the March Group  trial in December of 1996.  The total of these
additional  legal fees and expenses  has not been  determined  at this time.  In
August 1994 W W Capital's legal counsel Klenda, Mitchell, Austerman and Zuercher
entered into a written agreement with Jerry Bellar to provide professional legal
services to Eagle  Enterprises and Jerry Bellar in connection with the appeal of
the  Tennessee  March Group case.  Klenda,  Mitchell,  Austerman and Zuercher is
seeking  judgment for legal  services  rendered in this case of $25,633.70  plus
interest  of  $4,546.98  and any other  relief the Courts  deem just and proper.
Presently W W Capital, Klenda, Mitchell, Austerman and Zuercher and Jerry Bellar
are  negotiating  to see if a possible  settlement  can be  reached.  Management
cannot project an outcome at this time.

     In  April,  1994,  W-W  Manufacturing  and  Eagle  sent  written  notice to
Agri-Sales that the Companies  would not renew their sales and marketing  agency
agreement  with  Agri-Sales  when the two year initial  contract term expired on
October 26, 1994.  Agri-Sales informed the Company that under the contract,  W-W
Manufacturing  and Eagle can not  terminate  the sales and  marketing  agreement
until May 26,  1995.  On  October 5, 1994,  the  Company  filed a lawsuit in the
Sixteenth  Judicial  District,   Ford  County,  Kansas,  asking  the  Court  for
declaratory  judgement  and a  preliminary  injunction  against  Agri-  Sales to
resolve the issue.  On October  10,  1994,  Agri-Sales  filed an answer and made
application

                                  PART II
                             OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS (Continued)

     for a temporary  injunction  against the Company.  On October 20, 1994, the
District Judge denied Agri-Sales  application for a temporary injunction against
the  Company.  Additionally,  Agri-Sales  has filed a counter  claim for  relief
estimating damages of $500,000 to $600,000 for the commissions  Agri-Sales would
have  earned  for the  period  October  26,  1994 to April 26,  1995,  (the date
Agri-Sales  contends  that the  contract  will  expire)  and  actual  damages of
$475,206.  Management  is confident the court will decide that the contracts did
expire on October 26, 1994 and the actual amounts due Agri-Sales  based upon the
Company's  calculation,  which had been recorded in the  accompanying  financial
statements,  are  substantially  less than the amounts claimed.  This case is in
discovery  and the  Company's  legal counsel is unable to express and opinion on
the outcome of this case. The Company has been  negotiating  with  Agri-Sales to
settle this lawsuit.  The Company has offered to pay $180,000,  with $30,000 due
upon final settle- ment of The March Group,  Inc. law suit discussed  below with
the remaining  balance pay- able in  semi-annual  payments of $25,000 until paid
in-full,  with zero  interest.  This offer was  excepted by Jerry  Bellar and an
agreement was entered into on December 2, 1996.

     On December  22,  1992,  The March  Group,  Inc.  (The March Group) filed a
lawsuit against Eagle and its former shareholders,  Jerry R. Bellar (Bellar) and
James Buford  (Buford).  The March Group  alleges that Eagle,  Bellar and Buford
breached a listing contract to sell Eagle and has requested  damages of $169,596
(Count I). The March  Group has also sued the  Company  for breach of a separate
agreement  which the Company had made with The March Group  promising  to direct
all inquiries it had regarding the purchase of Eagle through The March Group and
is seeking  damages of  $169,596  (Count II).  Additionally,  The March Group is
requesting  damages  against  Eagle,  Bellar  and the  Company  under a specific
Tennessee  statute  which  would  allow The March  Group  three times its proven
actual

     On May 6, 1994, the Chancery Court, for the State of Tennessee,  entered an
order requiring Eagle to pay the March Group $169,596 under Count I and ruled in
favor of  defendants  on Counts II and III. On June 7, 1995 the court of appeals
reversed the  decision  that Eagle had to pay  $169,596.  The case (Count I) has
been remanded back to trial court for trial.  The court of appeals  affirmed the
decision of the trial court on Count II and III in favor or the  Company.  After
the Court of Appeals  decision,  Eagle  filed an  application  for review to the
Tennessee  Supreme Court asking it to reconsider  the Court of Appeals  decision
rejecting Eagle's claim that plaintiff violated the Tennessee Real Estate Broker
Licensing Act, thus forfeiting any fee under the listing contract.  Trial of the
remanded case to the trial court will not begin until such time as the Tennessee
Supreme Court has decided whether to grant Eagle's  application for review.  The
Tennessee  Supreme  Court  denied  Eagle's  application  to review  the Court of
Appeals decision and trial was held in December of 1996 in the Chancery Court of
Nashville,  Tennessee.  On December 9, 1996 the Court ruled in the March  groups
favor and  judgment was entered  against  Eagle for  $137,264  plus  prejudgment
interest  totaling  $30,815.45 and post judgment interest at the stationary rate
of 10% per annum and costs of the action.  Underthe  terms of the Eagle Exchange
Agreement, Bellar acknowledges that his

                                  PART II
                             OTHER INFORMATION
                                     
ITEM 1. LEGAL PROCEEDINGS (Continued)

     indemnification  obligates  him to pay Eagle for all  damages  awarded  the
March  Group in excess of $50,000.  At the present  time Bellar has filed a post
trial motion in this case and  management or legal counsel cannot comment on the
outcome at this time. W W Capital has  previously  recorded the $50,000  minimum
fee that it was obligated to pay, but, the remaining  amount due the March Group
and the  offsetting  receivable  from  Bellar  have  not  been  recorded  on the
financial statements, until the final outcome is reached.

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 January 24, 1997, 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    3,713,560   1,093,823
          David L. Patton ...   3,568,981   1,248,402
          Steve D. Zamzow ...   3,176,591   1,640,792
          James H. Alexander    3,347,267   1,470,116
          Loyd T. Fredrickson   3,657,966   1,159,417
          Nicholas L. Scheidt   1,672,316           0
          John D. Dilday ....     924,125           0
          Mickey J. Winfrey .   1,075,079           0

     B) Election of the Company's independent  auditors,  Miller and McCollom of
Denver, Colorado.

                 For          Against        Abstained
              2,761,696      1,656,815        388,872

ITEM 5. OTHER INFORMATION

  Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

  Exhibit 27 Financial Data Schedule

<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: February 14, 1997           By:     /s/ Steve D. Zamzow                 
-------------------------          -----------------------------
                                   Steve D. Zamzow,  Chief Financial
Officer



Dated: February 14, 1997           By:     /s/ Steve D. Zamzow                 
------------------------           ------------------------------
                                   Steve D. Zamzow,  President  & CEO

<PAGE>