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

(X)  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES    
EXCHANGE ACT OF 1934
     For Quarterly Period Ended March 31, 1997
                                       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, Fort Collins, CO 80525
          (Address of principal executive offices, including zip code)
                                       
                                 (970) 207-1100
              (Registrant's telephone number, including area code)
                                       
               11990 Grand Street, Suite 400, Northglenn, CO 80233
 (Former name, address and former fiscal year, if changed since last report)

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

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

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

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

         Title of Each Class                   Number of Shares Outstanding
         -------------------                         At May 21, 1997
            Common stock                             ---------------
          $0.01 Par Value                               5,530,661  
<PAGE>

                             W-W CAPITAL CORPORATION

                                     Index

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

     Item 1              Balance Sheets                          1
     ------              March 31, 1997 and June 30, 1996        
     
                         Statements of Operations                3
                         Three and Nine  Months Ended            
                         March 31, 1997 and 1996                 

                         Statements of Cash Flows                4
                         Nine Months Ended                       
                         March 31, 1997 and 1996                 

                         Notes to Financial Statements           6

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

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

     Item 1              Legal Proceedings                      12
     ------             
     Item 2              Changes In Securities                  12
     ------  
     Item 3              Defaults Upon Senior Securities        13
     ------  
     Item 4              Submission of Matters to a Vote of     
     ------              Security Holders                       13
     Item 5              Other Information                      13
     ------  
     Item 6              Exhibits and Report on Form 8-K        13
     ------         


                         Signatures                             14

<PAGE>
                                                                 
                          Part 1-FINANCIAL INFORMATION
                          ITEM 1 - FINANCIAL STATEMENTS
                          -----------------------------

                            W-W CAPITAL CORPORATION
                            -----------------------
<TABLE>
<CAPTION>
                                 Balance Sheet

                                                     March 31,         June 30,
                                                       1997              1996
                                                       ----              ----
Assets                                             (Unaudited)
------ 
<S>                                                <C>              <C> 
Current assets:
  Cash .......................................     $    95,963      $   131,022
                                                   -----------      -----------
  Trade accounts receivable ..................       2,103,139        1,970,549
  Less allowance for doubtful accounts .......        (134,030)         143,632
                                                      --------          -------
     Net accounts receivable .................       1,969,109        1,826,917
  Accounts receivable, other .................          12,005           21,240
  Accounts receivable, employee ..............           1,142             --
  Accounts receivable, related party .........         167,572          132,221
  Inventories:
  Raw materials ..............................         433,226          422,774
  Work-in-process ............................         142,341          206,200
  Finished goods .............................       2,695,875        2,798,534
                                                     ---------        ---------
     Total inventories .......................       3,271,442        3,427,508
                                                     ---------        ---------
  Deferred taxes .............................          99,014           99,814
  Prepaid expenses ...........................         108,012           18,567
  Current portion of notes receivable ........          21,699          170,010
                                                        ------          -------
     Total current assets ....................       5,745,958        5,827,299
                                                     ---------        ---------
Property and equipment, at cost ..............       4,533,884        4,503,432
  Less accumulated depreciation
  and amortization ...........................      (2,156,691)      (1,901,838)
                                                    ----------       ---------- 
     Net property and equipment ..............       2,377,193        2,601,594
                                                     ---------        ---------

Other Assets:
  Long-term notes receivable from
     stockholders, net of current portion ....            --              9,372
  Long-term notes receivable from
     affiliated entities,
     net of current portion ..................          15,610           15,610
  Real estate held for resale ................         380,714          379,414
  Accounts and notes receivable, other .......           9,218            9,218
  Covenant not to compete, net of
     accumulated amortization ................            --              7,964
  Other assets ...............................          40,349           43,437
                                                        ------           ------
     Total other assets ......................         445,891          465,015
                                                       -------          -------
     TOTAL ASSETS ............................     $ 8,569,042      $ 8,893,908
                                                   ===========      ===========
</TABLE>
                                                               
                          Continued on following page
                See accompanying notes to financial statements.
<PAGE>
                             W-W CAPITAL CORPORATION
<TABLE>
<CAPTION>
                            Balance Sheet, Continued

                                                       March 31,        June 30,
                                                         1997             1996    
                                                         ----             ----    
                                                      (Unaudited)
Liabilities
-----------
<S>                                                  <C>            <C>
Current Liabilities:
  Accounts payable ...............................   $ 2,124,741    $ 2,243,753
  Revolving credit note payable to bank ..........     1,834,000      1,734,000
  Accrued property taxes .........................        37,635         27,523
  Accrued payroll and related taxes ..............       192,949        135,842
  Accrued interest payable .......................         9,475         13,344
  Accrued commissions ............................        53,500         30,000
  Current portion of long-term payables ..........       307,887        283,833
  Current portion of notes payable to
     related parties .............................        28,468         32,465
  Other current liabilities ......................        42,711         41,641
                                                          ------         ------
     Total current liabilities ...................     4,631,366      4,542,401
                                                       ---------      ---------

Other Liabilities:
  Accrued commissions related party ..............       100,000        150,000
  Long-term note payable to financial
     institutions net of current portion .........     1,486,288      1,655,218
  Deferred taxes .................................        99,814         99,814
  Other long-term liabilities ....................         4,145         22,235
                                                           -----         ------
     Total other liabilities .....................     1,690,247      1,927,267
                                                       ---------      ---------

     TOTAL LIABILITIES ...........................     6,321,613      6,469,668
                                                       ---------      ---------

Stockholders' Equity
  Common stock: $.01 par value 15,000,000
     shares authorized 5,530,661 shares
     issued and outstanding at March 31, 1997,
      and June 30, 1996, respectively ............        55,406         55,306

  Capital in excess of par value .................     3,304,629      3,304,099
  Accumulated deficit ............................    (1,093,700)      (916,259)
                                                      ----------       -------- 
                                                       2,266,335      2,443,146
  Less 20,264 shares of treasury stock at
     cost ........................................       (18,906)       (18,906)
                                                         -------        ------- 


     TOTAL STOCKHOLDERS' EQUITY ..................     2,247,429      2,424,240
                                                       ---------      ---------

     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY ........................   $ 8,569,042    $ 8,893,908
                                                     ===========    ===========
</TABLE>
                                             
                See accompanying notes to financial statements.

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


                                               Three Months Ended             Nine Months Ended
                                                    March 31,                      March 31, 
                                                                    
                                               1997            1996            1997            1996
                                               ----            ----            ----            ----
<S>                                      <C>             <C>             <C>             <C>         
Net Sales ............................   $  3,604,314    $  3,362,289    $ 10,531,721    $ 10,956,015
Cost of goods sold ...................      2,829,591       2,938,830       8,600,383       9,123,620
                                            ---------       ---------       ---------       ---------

   Gross profit ......................        774,723         423,459       1,931,338       1,832,395
                                              -------         -------       ---------       ---------


Operating expenses:
   Selling expenses ..................        308,790         326,062         852,851       1,021,299

   General and administrative expenses        347,010         322,855       1,043,427       1,097,415
                                              -------         -------       ---------       ---------

     Total operating expenses ........        655,800         648,947       1,896,278       2,118,714
                                              -------         -------       ---------       ---------


     Operating earnings (loss) .......        118,923        (225,488)         35,060        (286,319)
                                              -------        --------          ------        -------- 


Other income (expense):
   Interest income ...................         16,639          15,119          52,621          83,552

   Interest expense ..................       (104,065)        (95,871)       (289,270)       (301,675)

   Gain on sale of assets ............          3,250            --             6,261           1,000

   (Loss) on sale of real estate
   held for sale .....................           --              --              --
   Other income (expense), net .......          8,029           5,172          17,887          14,350
                                                -----           -----          ------          ------

     Total other income (expense) ....        (76,147)        (75,580)       (212,501)       (202,773)
                                              -------         -------        --------        -------- 


   Earnings (loss) before income taxes         42,776        (301,068)       (177,441)      ( 489,092)
                                               ------        --------        --------       - ------- 


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


   Net earnings (loss) ...............         42,776     $ ( 301,068)    $  (177,441)    $( 464,164)
                                               ======      ==========     ===========       ======== 


Earnings (loss) per common share: ....   $        .01    $      ( .05)    $     ( .03)    $    ( .08)
                                         ============     ===========      ==========      ========= 


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


                  See accompanying notes to financial statements.

<PAGE>

                             W-W CAPITAL CORPORATION
<TABLE>
<CAPTION>
                             Statement of Cash Flows
                                   (Unaudited)

                                                            Nine Months Ended      
                                                                   March 31,     
                                                                   ---------     
                                                              1997          1996
                                                              ----          ----
<S>                                                     <C>          <C>  
Cash flows from operating activities:
  Net (loss) earnings ..................................   $(177,441)   $(464,164)

  Adjustments to reconcile net earnings to net
     cash provided by (used in) operating activities:
  Depreciation and amortization ........................     257,884      322,132

  Loss (gain) on property and equipment ................      (6,261)       1,000

  Provisions for loss on accounts and notes
     receivable ........................................      (9,602)     (55,000)

  Interest income added to notes receivable
     affiliates ........................................        --           (347)

  Deferred income taxes ................................         800      (24,626)

Changes in assets and liabilities:
  Accounts receivable ..................................    (132,590)    (223,031)

  Inventories ..........................................     156,066      127,269

  Other current and non-current assets .................    (116,702)      11,699

  Accounts payable .....................................    (105,047)      75,260

  Accrued expenses
     and other current liabilities .....................      27,296     (  7,789)
                                                           ---------    ---------

     Net cash (used in) provided by operating
     activities ........................................    (105,597)    (237,597)
                                                           ---------    ---------


Cash flows from investing activities:
  Proceeds from sale of property and equipment .........       6,300        1,000

  Increase in real estate held for sale ................      (1,301)    (  5,134)

  Purchase of property and equipment ...................     (30,492)    (130,935)

  Increase in other notes receivable ...................        --           --   

  Proceeds from other notes receivable .................     138,776      479,704

  Proceeds from stockholders' notes receivable .........      18,906       15,790
                                                           ---------    ---------

       Net cash (used in) provided by investing
       activities ......................................     132,189      360,425
                                                           ---------    ---------

                        (Continued on following page)

<PAGE>

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



Cash flows from financing activities:
  Proceeds from lines-of-credit ........................   $ 100,000    $ 349,000

  Payments on notes payable related parties ............      (3,996)      (1,393)

  Payments on notes payable to financial
     institutions and government entities ..............    (158,285)    (621,170)

  Proceeds from exercise of common stock option ........         630         --
  Proceeds from notes payable ..........................        --         99,364
                                                             -------       ------

       Net cash provided by (used in) financing
     activities ........................................     (61,651)    (174,199)
                                                             -------     -------- 


  Net (decrease)  increase in cash .....................     (35,059)     (51,371)

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


     Cash at end of period .............................   $  95,963    $  73,087
                                                           =========    =========


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



Supplemental disclosures of cash flow
   information:
 Cash paid during the period for interest ..............   $ 289,270    $ 306,752
                                                           =========    =========
</TABLE>                                                         
                 

                See accompanying notes to financial statements.

<PAGE>

                             W-W CAPITAL CORPORATION
                             -----------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

NOTE 1 - BASIS OF PRESENTATION
------------------------------

     The accompanying unaudited financial statements include the accounts of W-W
Capital  Corporation (the Company) and its three  wholly-owned  subsidiaries W-W
Manufacturing Co., Inc., Titan Industries, Inc., and Eagle Enterprises, Inc. All
significant intercompany accounts and transactions have been eliminated.

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  They do not include all  information  and  footnotes  necessary for a fair
presentation  of financial  position,  results of operations and changes in cash
flows in conformity with generally accepted accounting  principles for full-year
financial  statements.  However,  except as disclosed herein,  there has been no
material  change  in the  information  disclosed  in the  notes  to W-W  Capital
Corporation's  financial  statements  included in its Annual Report on Form 10-K
for the year ended June 30, 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 nine month  period ended March
31, 1997, 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 dilutive  effect,  if any, of common
stock equivalents existing during the applicable three and nine month periods.


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

     The Company has a number of related party  transactions.  See the footnotes
to W-W  Capital  Corporation  financial  statements  for the year ended June 30,
1996,  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 and nine months ended March 31, 1997, and
1996, respectively, is as follows:


<PAGE>
<TABLE>
<CAPTION>

                                    Three Months Ended          Nine Months Ended
                                          March 31,                  March 31,
                                          ---------                  ---------
Transactions with
Related Parties                      1997         1996         1997         1996
---------------                      ----         ----         ----         ----

<S>                              <C>          <C>          <C>          <C>     
Rent expense ...............     $ 15,000     $ 15,000     $ 45,000     $ 45,000


Interest income ............          504        1,009        1,934        3,948


Interest expense ...........          735          707        2,304        2,466


Commission expense .........         --           --           --        234,886
</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 realized a net profit for the three months ended March 31, 1997
of $42,776  compared to a net loss of $301,068  for the same period of 1996,  an
improvement of 114%. The net losses for the nine months ended March 31, 1997 and
1996 are $177,441 and $464,164 respectively.

     Net  sales  increased  for  the  three  month  period  March  31,  1997  to
$3,604,314,  as compared to $3,362,289  for the same period of 1996, an increase
of  $242,025.  Net sales for the nine months  ended March 31, 1997  decreased to
$10,531,722  compared to $10,956,015  for 1996. The following  table  represents
actual sales by segment group.
<TABLE>
<CAPTION>
  Sales by segment group:             Three Months Ended          Nine Months Ended
  
                                           March 31,                  March 31,
                                           ---------                  ---------
                                    
                                        1997          1996          1997          1996
                                        ----          ----          ----          ----
<S>                                <C>           <C>           <C>           <C>  
Livestock Handling Equipment ...   $ 2,059,259   $ 1,854,485   $ 5,765,786   $ 6,073,437

Water and Environmental Products     1,545,055     1,507,804     4,765,936     4,882,578
                                     ---------     ---------     ---------     ---------
             Total Sales: ......   $ 3,604,314   $ 3,362,289   $10,531,722   $10,956,015
                                   ===========   ===========   ===========   ===========
</TABLE>
<PAGE>
     The sales in the livestock handling equipment segment increased $204,774 or
11% during the quarter  ended  March 31,  1997 as compared to the  corresponding
quarter in 1996,  while still showing a decrease of $307,651 for the entire nine
month period in 1997 as compared to the nine month period of 1996.  The increase
in sales for the  quarter can be  attributed  to strong  distributor  and dealer
demand. This demand is directly  proportional to the increase in beef prices and
improvement in the cattle market as a whole.  Entering the spring selling season
with improved cattle prices, the traditional  heavier W-W equipment has regained
strength in the market place.  The biggest  growth in sales can be seen from new
distributors and dealers set up over the past year.  During the depressed cattle
prices the Company took steps to find new  customers  so when market  conditions
improved the Company could rebound faster than normal.  The Company currently is
experiencing  strong demand for the entire product line from these new customers
as W-W products  continue to gain  acceptance in the market  place.  The Company
currently has a back log of $862,000 as compared to $231,500 for the same period
in 1996.  The decrease in sales for the nine months is attributed to slow demand
during the first and second  quarter  when cattle  prices  were still weak.  The
Company  has also  experienced  significant  increases  in sales in the East and
Southeast  which is serviced by the Eagle  plant.  Eagle's  sales  increased  to
$499,000 for the quarter  ended March 31, 1997,  as compared to $374,000 for the
same period in 1996. The Company expects the Eastern and Southeastern  market to
continue to improve as the cow/calf operator returns to a profitable  situation.
The cow/calf  operator is the last  segment of the  industry to improve  after a
traditional dip in the market as experienced for the past eighteen months.

     Historically,  W-W  Manufacturing  has sold its equipment to large ranchers
and  operations in the high cattle  populated  states.  During the last eighteen
month cattle slump, as previously  reported,  the Company designed a new line of
equipment and re-introduced Eagle's line of feed equipment to meet the demand of
the smaller  operation  looking for a lighter  and lower  price  product.  These
products  continue to show improvement,  and more importantly,  has proved to be
the lead-in-product  allowing for sales of the traditional W-W heavier equipment
as  market  conditions  improve.  The  Company  expects  sales in the  livestock
handling  equipment segment to remain strong and expects sales to meet or exceed
1996 levels. The Company will be introducing new products during the fall market
and will continue to improve  present  products to meet the ever changing market
demand.

     The sales in the water and environmental  product segment increased $37,251
or 2.5%  during the quarter  ended  March 31, 1997 as compared to  corresponding
quarter in 1996,  while showing a decrease of $116,642 for the entire nine month
period in 1997 as compared to the nine month period in 1996.  This  decrease can
be  attributed  to  governmental  agencies  cutting  back funds for ground water
monitoring  and  remediation.  This  decrease has been felt most strongly in the
area  serviced by  Wholesale  Pump,  which  includes  Oklahoma,  Texas and other
Southern states.  The decline in sales for the nine months ended were mainly due
to lower than normal  demand during the holiday  period and January.  As weather
improved and spring  approached  the Company  realized a strong  demand for both
water well supplies and environmental manufactured products.





<PAGE>
     As reported  earlier,  the Company has taken steps to continue to introduce
products to the market.  Along with the  introduction of the Pitless Tank Combo,
Twin Pack Screen and High Density  Polyethylene  Slotted  Screen  (HDPE)  during
calendar  1996, the Company has now become the exclusive  manufacturer  of a new
product called Enviroflex screen. This, along with the HDPE screen, continues to
allow the Company to expand its presence in the horizonal  drilling market.  The
new Enviroflex well screen is a cost-effective  way to prevent  sedimentation in
horizontal  remediation  wells.  Enviroflex  screens  offer  both  strength  and
performance  without the  compromises  found in other  screens  adapted from the
water or petroleum well drilling  industries.  Enviroflex  screens are ideal for
ground  water  extraction  and soil  vapor  extraction  wells.  With the ease of
installation and strength  advantages of Enviroflex screens over other materials
available,  this product  promises to be another  industry  leader.  The Company
continues  to find new markets for its  products  and will grow in areas such as
landfills, mining, environmental remediation,  industrial screening and leachate
collection applications. The Company will continue to establish new distributors
and  manufacturer's  representatives in all areas of the country so that weather
and economics in certain areas will not have a major impact on sales. Based upon
heavy spring demand, it is anticipated that sales during the fourth quarter will
be strong and sales for the  entire  year in this  segment  will equal or exceed
last years sales volume.

     Gross profit margins  increased from 16.73% in 1996 to 18.35% in 1997 on an
overall  company basis.  This increase can be attributable to the improvement in
the combined  gross margins of W-W  Manufacturing  and Eagle  Enterprises in the
livestock handling equipment segment. The gross margins in this segment improved
from  17.15%  in 1996 to  20.68%  in 1997.  This  improvement  is due to  strong
distributor/dealer  demands for  traditional  W-W products,  improved  operating
efficiencies,  negotiating  lower steel cost, and Eagle's ability to continue to
improve its sales and margins above  break-even.  Eagle had an operating  profit
during the third  quarter of 1997 of $25,905  compared to an  operating  loss of
$110,598  for 1996.  For the nine  months  ended  March 31,  1997,  Eagle had an
operating loss of $7,020  compared to an operating loss of $250,645 for the same
period of 1996.

     Eagle  has now  shown a  profit  in two of the  three  quarters  of  fiscal
1996-1997.  The second  quarters loss was  attributed to the normal holiday down
turn with sales below break-even levels.  Product sales shipped out of the Eagle
manufacturing  facility  has  improved to  $1,456,962  for the nine months ended
March 31,  1997  compared  to  1,430,956  in 1996.  At the time of this  report,
Eagle's  sales remain  strong and the Company  anticipates  sales and profits to
remain strong throughout the balance of 1997.

     Gross  profit  margins  in the  water  and  environmental  product  segment
decreased from 16.21% in 1996 to 15.53% in 1997. As reported in earlier reports,
this decline is attributed to higher  depreciation costs associated with the new
manufacturing  facility in Paxton,  completed  in December  of 1994.  Also,  the
decline during the quarter is a result of lower sales levels during the holidays
and January with fixed cost remaining fairly consistent.




<PAGE>
     Along with the growth of new manufactured  products  discussed  earlier and
improved sales in the spring and summer months, the Company  anticipates margins
to improve.

     Selling  expenses,  as a percent  of sales,  decreased  to 8.09% in 1997 as
compared to 9.33% in 1996.  This  decrease is attributed to an increase in sales
in the third quarter without corresponding increase in selling expense. The cost
associated with developing new territories in the livestock  handling  equipment
segment  has also  been  absorbed  and this  cost will be lower as new sales are
realized  from these  markets.  The Company also has  completed  its clean up on
market areas that were oversold by  Agri-sales  during its time as the marketing
and sales force for the livestock handling  equipment segment.  Selling expenses
in the water and environmental  products segment remain fairly consistent during
the nine months ended March 31, 1997. As sales continue to improve company wide,
it is anticipated that selling expenses will continue to decline as a percentage
of sales.

     General and  administrative  expenses decreased $53,988 in 1997 as compared
to 1996.  This decrease is a combination of lower legal fees involving  lawsuits
and the Company continuing to cut and consolidate all general and administrating
expenses.  There was an increase in general  administrative  expense  during the
three  months  ended March 31, 1997 due to some  expenses  related to moving the
corporate office,  severance pay and the cost associated with exiting the Denver
office lease early.  The costs associated with the above are being expensed over
the four month period of March,  April, May and June of fiscal 1997. General and
administration  expenses  during this period will  actually be higher due to the
cost previously  mentioned.  With the beginning of fiscal 1997-1998  general and
administrative costs will be greatly reduced due to lower lease costs,  salaries
and other operational  overhead  reductions.  The Company and Board of Directors
will   continue  to  take  steps   necessary   to  reduce  when  ever   possible
administrative expenses at all subsidiaries as well as the corporate level.

     Interest expense  decreased  $12,405 during the nine months ended March 31,
1997  as  compared  to the  same  corresponding  period  in  1996.  This  can be
attributed  to a decrease in  borrowing on the  lines-of-credit  and a continued
effort on the Comany's part to reduce debt.  The Company will continue to reduce
debt and  anticipates the proceeds of the sale or development of the real estate
in Texas will be used to pay down debt,  therefore reducing interest costs. With
the recent rise of interest rates, the Company can expect to see a corresponding
rise in its rate charged by various institutions.  However, this rise should not
have a material  impact on the  Company  with its  overall  debt being  reduced.
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 $105,598 cash in operating  activities in 1997 as compared
to using  $237,597 in 1996. The Company,  in its  continuing  efforts to improve
inventory  turnover,  reduced inventory levels by $156,066 since June 1996. With
the increase in sales, the Company used cash to increase accounts  receivable by
$132,590.  The Company  also used funds to reduce  accounts  payable by $105,047
since  June  of  1996.  With  the  continued  strong  sales  demand,  management
anticipates  cash will be used to carry accounts  receivables.  The Company will
continue its efforts when possible, to reduce its investment in inventory.


<PAGE>
     The Company provided cash from investing  activities of $132,190  primarily
from the collection of Titan's  outstanding  accounts  receivable balance at the
time Titan was acquired. This cash was used to reduce debt and accounts payable.

     The Company had a net reduction in borrowing from financial institutions of
$61,651 since June of 1996 and anticipates  overall debt to continue to decrease
over the balance of fiscal 1996-1997.

     During the nine months  ended March 31,  1997,  the  Company  made  capital
additions  of  $30,492,  down from  $130,935  for the same  period of 1996.  The
Company  is in the  process  of  budgeting  for  fiscal  1997-1998  and does not
anticipate an investment above current levels in capital expenditures.

     The Company  renewed its banking  arrangements  through July of 1997,  with
it's primary  lender on terms similar to conditions in effect  December of 1996.
The Company's primary lender, Bank IV of Garden City, Kansas, has been purchased
by Nations Bank. The Company is negotiating arrangements with Nations Bank to go
beyond  July of 1997.  The  Board  and  Company  are  looking  at other  lending
institutions and financial  arrangements  that could, over the long run, be more
beneficial to the Company and reduce interest expense.

     As reported earlier,  the Company listed for sale, it's property located in
Johnson  County,  Texas.  This is  still  the  primary  objective,  however  the
development  of the land seems to be the most  profitable  for the  Company.  At
present a joint venture plan is in place with a local  developer and real estate
agent to sell the land in 30, 2 1/2 acre parcels.  The Company and developer are
presently  seeking  financial  sources  to finance  the  development  cost.  All
proceeds  from the sale or  development  will be used to reduce  debt and expand
markets.

     Management  believes that with net cash provided from cash flow,  available
balance on lines-of-  credit,  funds provided from the  development of the Texas
property,  and  with  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  22,  1992,  The March  Group,  Inc.  (The March Group) filed a
lawsuit against Eagle  Enterprises,  Inc 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 has 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 the  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 of 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 would 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 on December  1996 in the Chancery
Court of Nashville,  Tennessee. On December 9, 1996 the Court ruled in the favor
of The March Group and  judgement  was entered  against  Eagle for $137,264 plus
prejedgement  interest  totalling  $30,815.45 and post judgement interest at the
stationary rate of 10% per annum and costs of the action. Under the terms of the
Eagle Exchange Agreement, Bellar acknowledges that his indemnification obligates
him to pay Eagle for all  damages  awarded The March Group in excess of $50,000.
In January  1997 Bellar  filed a post trial  motion in this case and has settled
with The March Group.

     W-W Capital had previously recorded the $50,000 minimum fee and on April 3,
1997 paid the $50,000 to finalize its  obligations  in this suit. Mr. Bellar has
paid all sums in excess of the $50,000 and this case is now closed.

ITEM 2. CHANGES IN SECURITIES
        ---------------------

  Not Applicable




<PAGE>
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
        -------------------------------

  Not Applicable

ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
        --------------------------------------------------

  Not Applicable

ITEM 5. OTHER INFORMATION
        -----------------

  Not Applicable

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------

  Exhibit 27 Financial Data Schedule

<PAGE>
     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.
        
                                        W-W CAPITAL CORPORATION
                                              (Registrant)

Dated: May 21, 1997                By:         /s/ Dianne J. Gano   
                                        --------------------------
                                        Dianne J. Gano, Controller
                                   



Dated: May 21, 1997                By:         /s/ Steve D.Zamzow   
                                      ----------------------------
                                      Steve D. Zamzow,  President  & CEO
<PAGE>
     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.
                                   
                                   W-W CAPITAL CORPORATION
                                                    (Registrant)

Dated:  May 21, 1997               By:________________________________
                                      Dianne J. Gano, Controller


Dated: May 21, 1997                By:________________________________
                                      Steve D. Zamzow,  President  & CEO