<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
July 2, 1997
W-W CAPITAL CORPORATION
(Exact name Registrant as specified in its charter)
Nevada
(State of other jurisdiction of incorporation)
0-17757 93-0967457
(Commission File Number) (IRS Employer Identification No.)
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)
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Item 1. Change in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
On June 25, 1997, Miller and McCollom, Certified Public Accountants,
informed W-W Capital Corporation of their resignation as auditor. There have
been no adverse opinions or disclaimers of opinion over the past two years other
then a going concern relative to the recurring losses sustained by the company
as reported on Form 10-K filed November 8, 1996. There were no other
disagreements with the former accountant of any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures.
Nor did any of the events as set forth in Item 304(a)(l)(iv) of Regulation S-K
occur within this one year period. On June 26, 1997, the Board of Directors had
a special meeting and accepted the resignation of Miller and McCollom. As
required by Item 304(a)(3) of Regulation S-K, Miller and McCollom received a
copy of this Form 8-K on the date of filing with the Securities and Exchange
Commission and has been requested to respond so that the Registrant can file the
response of Miller and McCollom within ten business days after the filing of
this Form 8-K.
On June 30, 1997, W-W Capital Corporation engaged Brock and Company Certified
Public Accountants, 3500 JFK Parkway, Suite 320, Fort Collins, Colorado, 80525,
to serve as the Registrant's independent accountant firm. During the
Registrant's two most recent fiscal years, Brock and Company was not consulted
(or someone on its behalf) regarding (i) either: the application of accounting
principles to a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Registrant's financial
statements; or (ii) any matter that was either the subject of a disagreement (as
defined in Item 304(a)(2) of Regulation S-K) or a reportable event (as described
in Item 304(a)(2) of Regulation S-K).
Item 5. Other Events
Not Applicable
Item 6. Resignations of Registrant's Directors
Not Applicable
Item 7. Financial Statements of Business Acquired
Exhibit 16 - Letter from Miller and McCollom notifying W-W Capital of
their resignation as auditor.
Letter from W-W Capital accepting Miller and McCollom's
resignation as auditor.
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Item 8. Change in Fiscal Year
Not Applicable
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
W-W CAPITAL CORPORATION
Date: July 2, 1997 By: /s/ Steve Zamzow
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Steve Zamzow
President, CEO
Date: July 2, 1997 By: /s/ Dianne Gano
-------------------- --------------------
Dianne Gano
Controller
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[LETTERHEAD OF MILLER AND MCCOLLOM APPEARS HERE]
June 25, 1997
Mr. Steve Zamzow
Chief Executive Officer
W-W Capital Corporation
3500 JFK Parkway, Suite 202
Fort Collins, Colorado 80525
Dear Mr. Zamzow:
This is to confirm that the client-auditor relationship between W-W Capital
Corporation (Commission File No. 0-17757) and Miller and McCollom, Certified
Public Accountants has ceased.
Very truly yours,
/s/ Deborah K. Thomas
- -----------------------------
Deborah K. Thomas PC
Partner
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, DC 20549
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[LETTERHEAD OF W W CAPITAL CORPORATION APPEARS HERE]
June 30, 1997
Dear Mrs. Thomas
We at W-W Capital were informed by you on June 25th that you resigned as our
independent auditors for the year ending June 30, 1997.
The Board of Directors at a special meeting held June 26, 1997 officially
accepted your resignation. We want to thank you for the professional manner of
handling the audits in the past and would not hesitate using your firm again in
the future.
For the upcoming year, we have selected Brock and Company Attn: Lee Ackerman,
Partner, 970/223-7855, and would appreciate your cooperation with them on the
transition from last year's audit to this year.
Thank you again for your help and consideration.
Sincerely,
/s/ Steve Zamzow
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Steve Zamzow
President & CEO
SZ/do
