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 the quarterly period ended September 30, 2003
                                       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 ___

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in rule 12b-2 of the Act).
                Yes ____      No_X_

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 November 17, 2003
   Common stock                              ----------------------------
 $0.01 Par Value                                     2,010,614


<PAGE>
                             W-W CAPITAL CORPORATION

                                      Index
                                      -----

PART I          FINANCIAL INFORMATION                            PAGE NO.
------          ---------------------                            --------

Item 1          Balance Sheets
------            September 30, 2003 and June 30, 2003               1

                Statements of Income
                  Three Months Ended
                  September 30, 2003 and 2002                        3

                Statements of Cash Flows
                  Three Months Ended
                  September 30, 2003 and 2002                        5

                Notes to Financial Statements                        7

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

Item 3          Quantitative and Qualitative Disclosures
------            About Market Risks                                12

Item 4          Controls and Procedures                             12
------


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 I - FINANCIAL INFORMATION

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

                                                      September 30,    June 30,
                                                          2003           2003
                                                          ----           ----
                                                      (Unaudited)
<S>                                                  <C>            <C>
Assets
------
Current assets:
     Cash                                            $   127,748    $   127,479
                                                     -----------    -----------
     Accounts receivable, trade                        1,946,143      1,672,198
     Less allowance for doubtful accounts               (290,000)      (290,000)
                                                     -----------    -----------

         Net accounts receivable, trade                1,656,143      1,382,198
                                                     -----------    -----------
     Accounts receivable, other                           15,078         13,458
     Inventories:
         Raw materials                                   575,674        528,112
         Work-in-process                                 428,913        375,882
         Finished goods                                  655,122        607,832
                                                     -----------    -----------
              Total inventories                        1,659,709      1,511,826
                                                     -----------    -----------
     Prepaid expenses                                     74,373         41,556
     Current portion of notes receivable,
         related parties                                    --            1,261
     Current portion of net investment in
         sales-type lease                                 20,588         18,055
      Deferred income tax asset                          174,000        178,000
                                                     -----------    -----------
         Total current assets                          3,727,639      3,273,833
                                                     -----------    -----------

Property and equipment, at cost:                       4,660,786      4,612,478
     Less accumulated depreciation
         and amortization                             (2,382,133)    (2,337,391)
                                                     -----------    -----------
         Net property and equipment                    2,278,653      2,275,087
                                                     -----------    -----------

Other Assets:
     Long-term notes receivable related parties,
         net of current portion                           19,812         19,812
     Net investment in sales-type lease, net of
         current portion                                   6,810         27,398
     Loan acquisition costs, net of accumulated
         amortization of $8,200 at September
         30, 2003 and $7,175 at June 30, 2003             32,800         33,825
     Equipment deposits                                  175,000        175,000
     Other assets                                         40,463         40,463
                                                     -----------    -----------
         Total other assets                              274,885        296,498
                                                     -----------    -----------

     TOTAL ASSETS                                    $ 6,281,177    $ 5,845,418
                                                     ===========    ===========

</TABLE>
               The accompanying Notes are an integral part of the
                       consolidated financial statements

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

                                                          September 30,    June 30,
                                                              2003           2003
                                                              ----           ----
                                                          (Unaudited)
<S>                                                      <C>            <C>
Liabilities
-----------
Current Liabilities:
     Accounts payable                                    $ 1,685,342    $ 1,260,959
     Accrued payroll and related taxes                       228,266        205,417
     Accrued property taxes                                   13,575          9,050
     Accrued interest payable                                 11,558         14,898
     Other current liabilities                                17,842         14,444
     Current portion of long-term notes payable            2,033,000      1,943,000
     Current portion of capital lease obligations             69,000         73,000
                                                         -----------    -----------
         Total current liabilities                         4,058,583      3,520,768
                                                         -----------    -----------

Other Liabilities:
     Long-term notes payable, net of current portion       1,407,997      1,498,515
     Long-term capital lease obligations, net
         of current portion                                1,130,212      1,147,461
     Deferred income tax liability                            20,900         20,900
                                                         -----------    -----------
         Total other liabilities                           2,559,109      2,666,876
                                                         -----------    -----------

         TOTAL LIABILITIES                                 6,617,692      6,187,644
                                                         -----------    -----------

Stockholders' Deficit
---------------------
     Preferred stock: $10.00 par value, 400,000 shares
         authorized                                             --             --
     Common stock, $0.01 par value, 15,000,000
         shares authorized; 5,553,827 shares issued
         at September 30, 2003 and June 30, 2003              55,538         55,538
     Capital in excess of par value                        3,305,533      3,305,533
     Accumulated deficit                                    (818,471)      (824,182)
                                                         -----------    -----------
                                                           2,542,600      2,536,889
     Less 3,543,213 shares of treasury stock, at cost     (2,879,115)    (2,879,115)
                                                         -----------    -----------

         NET STOCKHOLDERS' DEFICIT                          (336,515)      (342,226)
                                                         -----------    -----------

         TOTAL LIABILITIES AND
         STOCKHOLDERS' DEFICIT                           $ 6,281,177    $ 5,845,418
                                                         ===========    ===========

</TABLE>
               The accompanying Notes are an integral part of the
                       consolidated financial statements

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

                                                                 Three Months Ended
                                                                    September 30,
                                                                    -------------
                                                                 2003          2002
                                                                 ----          ----
<S>                                                         <C>            <C>
Net sales                                                   $ 3,089,972    $ 3,141,639
Cost of goods sold                                            2,388,868      2,565,668
                                                            -----------    -----------
      Gross profit                                              701,104        575,971
                                                            -----------    -----------

Operating expenses:
      Selling expenses                                          281,389        241,065
      General and administrative expenses                       335,685        331,165
                                                            -----------    -----------
           Total operating expenses                             617,074        572,230
                                                            -----------    -----------

           Operating earnings                                    84,030          3,741
                                                            -----------    -----------

Other income (expenses):
      Interest income                                            10,183           --
      Interest expense                                          (89,486)       (86,790)
      Gain on sale of assets                                      3,400            100
      Other income (expense), net                                 1,584          1,932
                                                            -----------    -----------
           Total other income (expense)                         (74,319)       (84,758)
                                                            -----------    -----------

Earnings (loss) before income taxes and cumulative effect
  of a change in accounting principle                             9,711        (81,017)

Income tax benefit (expense)                                     (4,000)        32,000
                                                            -----------    -----------
Earnings (loss) before cumulative effect of a change
  in accounting principle                                         5,711        (49,017)

Cumulative effect of a change in accounting
  principle                                                        --           61,744
                                                            -----------    -----------

Net earnings                                                $     5,711    $    12,727
                                                            ===========    ===========
</TABLE>

               The accompanying Notes are an integral part of the
                       consolidated financial statements

                                       3
<PAGE>
                             W-W CAPITAL CORPORATION
                             -----------------------
<TABLE>
<CAPTION>
                        Statements of Income, Continued
                                   (Unaudited)
                                                                 Three Months Ended
                                                                    September 30
                                                                    ------------
                                                                2003             2002
                                                                ----             ----
<S>                                                      <C>             <C>
Earnings per common share:
      Basic
           Earnings (loss) before cumulative effect
              of a change in accounting principle        $         .00   $       ( .02)

           Cumulative effect of a change in
              accounting principle                                 .00             .03
                                                         -------------   -------------

           Net earnings                                  $         .00   $         .01
                                                         =============   =============

           Weighted average number of common
              shares                                         2,010,614       2,010,614

      Diluted
           Earnings (loss) before cumulative effect
              of a change in accounting principle        $         .00   $        (.02)

           Cumulative effect of a change in
              accounting principle                                 .00             .03
                                                         -------------   -------------

           Net earnings                                  $         .00   $         .01
                                                         =============   =============

           Weighted average number of common
              shares                                         2,010,614       2,010,614

</TABLE>

               The accompanying Notes are an integral part of the
                       consolidated financial statements

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

                                                             Three Months Ended
                                                                September 30,
                                                                -------------
                                                              2003         2002
                                                              ----         ----
<S>                                                       <C>          <C>
Cash flows from operating activities:
     Net earnings                                         $   5,711    $  12,727
     Adjustments to reconcile net earnings to net cash
         provided by operating activities:
         Depreciation and amortization                       62,271       60,349
         Gain on sale of property and equipment              (3,400)        (100)
         Provision for loss on accounts receivable            3,322         --
         Write off of negative goodwill                        --        (61,744)

     Change in assets and liabilities:
         Accounts receivable                               (259,212)      95,764
         Inventories                                       (147,883)     (53,078)
         Other current and non-current assets               (30,437)     (69,289)
         Accounts payable                                   424,383      187,138
         Accrued expenses and other current liabilities      27,432      (10,699)
                                                          ---------    ---------
              Net cash provided by operating
                  activities                                 82,187      161,068
                                                          ---------    ---------

Cash flows from investing activities:
     Purchases of property and equipment                     (2,831)     (16,791)
     Proceeds from stockholders' notes receivable             1,261         --
     Proceeds from sale of property and equipment            16,900          100
                                                          ---------    ---------

              Net cash provided (used) by investing
                  activities                              $  15,330    $ (16,691)
                                                          ---------    ---------
</TABLE>
                          (Continued on following page)

                                        5
<PAGE>
                             W-W CAPITAL CORPORATION
                             -----------------------
<TABLE>
<CAPTION>
                       Statements of Cash Flows, Continued
                                   (Unaudited)

                                                         Three Months Ended
                                                            September 30,
                                                            -------------
                                                         2003           2002
                                                         ----           ----
<S>                                                 <C>            <C>
Cash flows from financing activities:
     Payments on notes payable, financial
         institutions and government entities       $(2,892,535)   $(3,233,341)
     Proceeds from notes payable                      2,816,536      3,067,657
     Payment on capital leases                          (21,249)       (16,183)
                                                    -----------    -----------
         Net cash used by financing activities          (97,248)      (181,867)
                                                    -----------    -----------

     Net increase (decrease) in cash                        269        (37,490)

     Cash at beginning of period                        127,479        137,948
                                                    -----------    -----------

     Cash at end of period                          $   127,748    $   100,458
                                                    ===========    ===========


Supplemental Information:

     Cash paid during the period for interest       $    92,827    $    98,035

     Installment loans to acquire property
         and equipment                              $    75,479    $   229,519

     Cash paid during the period for income taxes   $       920    $      --
</TABLE>



               The accompanying Notes are an integral part of the
                       consolidated financial statements

                                       6
<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 wholly owned subsidiary W-W
Manufacturing Co., 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, 2003. In the opinion of management, all adjustments
(consisting of normal recurring accrual basis adjustments) considered necessary
for a fair presentation have been reflected in the accompanying financial
statements. Operating results for the three month period ended September 30,
2003, are not necessarily indicative of the results that may be expected for the
year ended June 30, 2004.

       The Company has incurred operating losses two out of the past three
fiscal years, has a working capital deficit of $330,944 and has an accumulated
deficit of $336,515 as of September 30, 2003. The report of independent auditors
on the Company's June 30, 2003 audited financial statements includes an
explanatory paragraph indicating there is substantial doubt about the Company's
ability to continue as a going concern. The Company believes that it has
developed a viable plan to address these issues and that its plan will enable
the Company to continue as a going concern for the next twelve months. This plan
includes the realization of revenues from the commercialization of new products
and the reduction of certain operating expenses. Although the Company believes
that its plan will be realized, there is no assurance that these events will
occur. The financial statements do not include any adjustments to reflect the
uncertainties related to the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the inability of
the Company to continue as a going concern.

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

         The net basic earnings per share amount included in the accompanying
statements of income have been computed using the weighted-average number of
shares of common stock outstanding and the dilutive effect, if any, of common
stock equivalents existing during the applicable three month period.


                                       7
<PAGE>
NOTE 3 - NEGATIVE GOODWILL AND CHANGE IN ACCOUNTING PRINCIPLE
-------------------------------------------------------------

         In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business  Combinations." SFAS
No. 141 requires  that  unamortized  negative  goodwill  arising from a business
combination,  for which the acquisition  date was before July 1, 2001,  shall be
written off and recognized as a change in accounting principle. SFAS No. 141 was
effective for the Company on July 1, 2002.

         As of July 1, 2002, the Company had $61,744 of unamortized negative
goodwill relating to the fiscal year 2000 purchase of the Adrian J. Paul Company
by its subsidiary, WW Manufacturing Company. The write off resulted in an
increase in income and was reflected as a cumulative effect of a change in
accounting principle in the quarter ended September 30, 2002.

         A reconciliation of reported net income for the three months ended
September 30, 2002 adjusted to reflect the adoption of SFAS No. 141 as if it had
been effective July 1, 2001 is as follows:

     Reported net income                                $  12,727
     Subtract-back adjustment for accounting change      ( 61,744)
     Add-back goodwill amortization                          --
     Adjusted net loss                                  $( 49,017)
                                                          =======

     Adjusted net loss per share - Basic                $   (.02)

     Adjusted net loss per share - Diluted              $  ( .02)


NOTE 4 - RELATED PARTY TRANSACTION
----------------------------------

         The Company has related party transactions. See the footnotes to W-W
Capital Corporation financial statements for the year ended June 30, 2003,
included in its Annual Report on Form 10-K for the nature and type of related
party transactions.

         A summary of the related party transactions that affect the Company's
statements of income for the three months ended September 30, 2003 and 2002
respectively, is as follows:

                                        Three Months Ended
                                           September 30,
                                           -------------
Transactions with
Related parties                     2003                 2002
---------------                     ----                 ----

Interest income                    $1,261              $   --




                                       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 one segment group by
three operating units. The livestock handling equipment segment is composed of
W-W Manufacturing (W-W Manufacturing), Eagle Enterprises (Eagle), and W-W Paul
Scales (Paul).

Forward-Looking Statements
--------------------------

         In addition to historical information, this Quarterly Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, and are thus prospective. The forward-looking
statements contained herein are subject to certain risks and uncertainties that
could cause actual results to differ materially from those reflected in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, competitive pressures, changing economic conditions,
factors discussed in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, and other factors, some of which will be
outside the control of management. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events or
circumstances that arise after the date hereof. Readers should refer to and
carefully review the information described in future documents the Company files
with the Securities and Exchange Commission.

Analysis of Results of Operations
---------------------------------

         The Company had net income of $5,711 for the three month period ended
September 30, 2003, as compared to $12,727 in 2002 which included income of
$61,744 related to a change in accounting principle. The Company had a net loss
before the cumulative effect of the change in accounting principle of $49,017
for the three month period ended September 30, 2002.

         Net sales decreased $51,667, or 1.6% to $3,089,972 for the three months
ended September 30, 2003, compared to $3,141,639 for
2002.

         Sales at the W-W Manufacturing plant in Thomas, Oklahoma increased
$509,308, or 25.7%, from $1,980,924 for the three months ended September 30,
2002 to $2,490,232 in 2003. This increase in sales is attributable to an overall
recovery in the economy as well as the addition of a large special project sale
during the quarter. Management believes that with the improving economy and
geopolitical environment, sales will exceed prior years levels.

         Sales at the Eagle Enterprises location in Livingston, Tennessee
decreased $487,985, or 62.8% from $777,228 for the three months ended September
30, 2002 to $289,243 in 2003. The Livingston plant was hit hardest by the
sluggish economy, the need to update certain equipment and the need for
installation of a new paint system. After the powder coat paint system was
implemented in Thomas, Oklahoma, many customers wanted to purchase only product
with a powder coat finish. With the economic environment in decline, management
decided that the cost to install a new paint system in the Livingston plant was
to high and the risk too great for the Company to take. During November 2002 the
decision to scale back operations at the Livingston plant was made. While



                                       9
<PAGE>
certain revenues were transferred to the Thomas plant, many revenues were
permanently lost. During June 2003 management made the decision to market a new
inline pre-galvanized product from the Livingston plant. This product allows for
manufacturing without problems related to paint. Sales of the new product line
showed steady improvement during the first quarter of fiscal 2004 from $58,451
in July 2003 to $132,318 in September 2003. Management believes this new product
line will continue to show improvement throughout the second quarter, which
should allow the Livingston plant to be in full operation by the third quarter
of fiscal 2004.

         Sales at the W-W Paul location in Duncan, Oklahoma decreased $72,990,
or 19.0%, from $383,487 for the three month period ended September 30, 2002 to
$310,497 for 2003. Whereas the Duncan location's primary manufacturing
responsibilities are livestock scales and hydraulic squeeze chutes, they also
serve as a supply source to the Thomas location. While all interdivision sales
are eliminated for financial statement purposes, the Duncan location had a
substantial increase in such sales. This allowed overall sales for the Duncan
location to remain stable. With the improved economic outlook and a new emphasis
on marketing new and redeveloped scales, management believes that sales at the
Duncan location should increase during the remainder of fiscal 2004.

         Gross margins increased from 18.3% for the three month period ended
September 30, 2002 to 22.7% for the same period of 2003. This increase of 4.4%
is the result of a drop in steel costs during the last portion of fiscal 2003.
The Company also performed an extensive evaluation of raw materials during the
fourth quarter of fiscal 2003 and found several ways to lower certain costs. The
Company continues to seek improvements through manufacturing system analysis as
well as retail price adjustments.

         Selling expenses as a percentage of sales increased from 7.7% for the
three month period ended September 30, 2002 to 9.1% for the same period of 2003.
The dollars expended on selling expense increased from $241,065 for the three
months ended September 30, 2002 to $281,389 for the same period of 2003, an
increase of $40,324. The Company is aggressively pursuing new markets and
expanding its distributor/dealer base while at the same time evaluating ways of
keeping costs in line as a percentage of sales.

         General and administration expenses as a percentage of sales increased
from 10.5% for the quarter ended September 30, 2002 to 10.9% for the
corresponding quarter in 2003. The total dollars expended on general and
administration costs remained relatively consistent, increasing $4,520. The
Company will continue to find ways to lower general and administrative expense
through the use of centralization, job realignment, and line-by-line expense
evaluation and reduction.

         Interest expense increased from $86,790 for the three months ended
September 30, 2002 to $89,486 for the same period of 2003, an increase of 3.1%.
As profits and cash flow improve, the Company plans to reduce debt, thereby
reducing overall interest expense.

Liquidity and Capital Resources
-------------------------------

         The Company's principal sources of liquidity are from working capital,
internally generated funds and borrowing under its credit facilities. The
Company believes that these sources are sufficient to fund the current
requirements of working capital, capital expenditures and other financial
commitments. The Company generated funds from operations of $82,187 during the
quarter ended September 30, 2003 primarily caused by an increase in accounts
payable balances.


                                       10
<PAGE>
The Company  provided  cash from  investing of $15,330 from the sales of certain
equipment.  Financing  activities  used net cash of $97,248,  primarily to repay
amounts  outstanding under our credit  facilities.  As the Company moves further
into  fiscal  2004  it  anticipates  increased  sales  growth  with a  continued
reduction in borrowings.

         The Company's working capital decreased for the period ended September
30, 2003 to $(330,944) as compared to $1,768,823 for September 30, 2002. This
reduction is due to the reclassification of long-term debt to current
liabilities because the Company was in violation of certain bank covenants at
year-end. The Company is currently negotiating new covenants with the bank for
fiscal 2004.

         The report of independent auditors on the Company's June 30, 2003
financial statements includes an explanatory paragraph indicating there is
substantial doubt about the Company's ability to continue as a going concern.
The Company believes that it has developed a viable plan to address these issues
and that its plan will enable the Company to continue as a going concern for the
next twelve months. The plan includes the realization of revenues from the
commercialization of new products and the reduction of certain operating
expenses. The financial statements do not include any adjustments to reflect the
uncertainties related to the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the inability of
the Company to continue as a going concern. There is no assurance that the
Company will be able to achieve additional financing or that such events will be
on terms favorable to the Company.

         The Company feels that it will improve in both sales and operating
earnings throughout fiscal 2004. With increased working capital and lines of
credit, the Company feels it has an adequate supply of liquidity to meet its
needs.



                                       11

<PAGE>
ITEM 3.  Quantitative and Qualitative Disclosures About Market Risks
-------  -----------------------------------------------------------

         The Company is exposed to market risk from changes in interest rates.
Market risk is the potential loss arising from adverse changes in market rates
and prices such as interest rates. For fixed rate debt, interest rate changes
affect the fair value of financial instruments but do not impact earnings or
cash flows. Conversely for floating rate debt, interest rate changes generally
do not affect the fair market value but do impact future earnings and cash flow,
assuming other factors are held constant. At September 30, 2003, the Company had
variable rate notes payable of approximately $2,642,000. Holding other variables
constant, the pre-tax earnings and cash flow impact for the next year resulting
from a one percentage point increase in interest rates would be approximately
$26,000.


ITEM 4.  Controls and Procedures
-------  -----------------------

         As of September 30, 2003, the Company carried out an evaluation, under
the supervision and with the participation of the Company's management,
including the Chief Executive Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based upon that
evaluation, the Chief Executive Officer concluded that the Company's disclosure
controls and procedures are effective in timely alerting him to material
information relating to the Company (including its consolidated subsidiary)
required to be included in the Company's periodic Securities Exchange Commission
(SEC) filings. Disclosure controls and procedures are defined as controls and
procedures that are designed to ensure that information required to be disclosed
by the Company in reports filed with the SEC is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms.

         Subsequent to the date of the evaluation, there have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls, nor were any corrective actions
required with regard to significant deficiencies and material weaknesses.





                                       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
     Number         Document
     ------         --------

     31.0           Certification  pursuant to Section 302 of the Sarbanes-Oxley
                    Act of 2002 (attached hereto).

     32.0           Certification pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002
                    (attached hereto).




                                       13
<PAGE>
                                   SIGNATURES

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

                                  W W CAPITAL CORPORATION
                                                   (Registrant)

Dated:  November 17, 2003         By:/s/ Steve D. Zamzow
                                     --------------------------------------
                                         Steve D. Zamzow,  President  & CEO



Dated:  November 17, 2003         By:/s/ Mike Dick
                                     --------------------------------------
                                         Mike Dick, Controller

<PAGE>
                                  Exhibit 31.0

     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steve D. Zamzow, certify that:

     1. I have  reviewed  this  quarterly  report  on Form  10-Q of W W  Capital
Corporation;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

     3. Based on my knowledge, the consolidated financial statements, and other
financial information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this quarterly
report;

     4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the registrant and I have:

        a.     designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under  my
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to me by others within those entities,  particularly during
               the period in which this quarterly report is being prepared;

        b.     evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures   and  presented  in  this  report  my
               conclusions about the effectiveness of the disclosure control and
               procedures,  as of the end of the period  covered by this  report
               based on such evaluation: and

        c.     disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's most recent fiscal quarter (the registrant's  fourth
               fiscal  quarter  in  the  case  of an  annual  report)  that  has
               materially  affected,  or  is  reasonably  likely  to  materially
               affect,   the   registrant's   internal  control  over  financial
               reporting; and

     5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):

        a.     all  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal controls over financial reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

        b.     any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.



         Dated:  November 17, 2003    By:/s/ Steve D. Zamzow
                                         -----------------------------
                                             Steve D. Zamzow, President and CEO


<PAGE>
                                  Exhibit 32.0

    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of W W Capital Corporation
(the "Company") for the period ending September 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Steve
D. Zamzow, President and Chief Executive Officer of the Company, certify, based
on my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

     1.   The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     2.   the  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.


          Dated:  November 17, 2003    By:/s/ Steve D. Zamzow
                                          --------------------------------------
                                              Steve D. Zamzow, President and CEO