<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment #2
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 21, 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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Securities and Exchange Commission
Form 8-K Amendment #2
July 15, 1997
Page -2-
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 two most recent
fiscal years or within the subsequent interim period, fiscal year July 1, 1994
through June 30, 1995, fiscal year July 1, 1995 through June 30, 1996 and the
interim period July 1, 1996 through June 25, 1997, date of Miller and McCollom's
resignation, other then a going concern relative to the recurring losses
sustained by the company as reported on Form 10-K filed November 8, 1996, for
the fiscal year ended June 30, 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 the two most
recent fiscal years or within the subsequent interim period, fiscal year July 1,
1994 through June 30, 1995, fiscal year July 1, 1995 through June 30, 1996 and
the interim period July 1, 1996 through June 25, 1997, date of Miller and
McCollom's resignation. 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 Amendment #2 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 Amendment #2.
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 or within the subsequent interim
period, fiscal year July 1, 1994 through June 30, 1995, fiscal year July 1, 1995
through June 30, 1996 and the interim period July 1, 1996 through June 25, 1997,
date of Miller and McCollom's resignation, 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
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Securities & Exchange Commission
Form 8-K Amendment #2
July 15, 1997
Page -3-
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.
Letter dated July 7, 1997 from Miller and McCollom
agreeing with statements contained in Form 8-K.
Letter dated July 15, 1997, from Miller and McCollom
agreeing with statements contained in Form 2-K Amendment
#1.
Letter dated July 21, 1997, from Miller and McCollom
agreeing with statements contained in Form 2-K Amendment
#2.
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
<TABLE>
<CAPTION>
<S> <C>
Date: July 21, 1997 By: /s/ Steve Zamzow
-------------------- --------------------
Steve Zamzow
President, CEO
Date: July 21, 1997 By: /s/ Dianne Gano
-------------------- --------------------
Dianne Gano
Controller
</TABLE>
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[LETTERHEAD OF MILLER AND MCCOLLOM APPEARS HERE]
July 7, 1997
Securities and Exchange Commission
Washington, DC 20549
Re: W-W Capital Corporation
File No. 0-17757
Dear Sir or Madame:
We have read Item 4 of the Form 8-K of W-W Capital Corporation dated July 2,
1997, and agree with the statements contained therein.
Very truly yours,
/s/ Miller and McCollom, CPAs
Denver, Colorado
<PAGE>
[LETTERHEAD OF MILLER AND MCCOLLOM APPEARS HERE]
July 21, 1997
Securities and Exchange Commission
Washington, DC 20549
Re: W-W Capital Corporation
File No. 0-17757
Dear Sir or Madame:
We have read Item 4 of the Form 8-K, Amendment #2 of W-W Capital Corporation
dated July 21, 1997, and agree with the statements contained therein.
Very truly yours,
/s/ Miller and McCollom
Miller and McCollom, CPAs
Denver, Colorado
<PAGE>
[LETTERHEAD OF MILLER AND MCCOLLOM APPEARS HERE]
July 15, 1997
Securities and Exchange Commission
Washington, DC 20549
Re: W-W Capital Corporation
File No. 0-17757
Dear Sir or Madame:
We have read Item 4 of the Form 8-K Amendment of W-W Capital Corporation
dated July 15, 1997, and agree with the statements contained therein.
Very truly yours,
/s/ Miller and McCollom
Miller and McCollom, CPAs
Denver, Colorado
