Mail Stop 3561
June 23, 2005
Harold Gleason
Chief Executive Officer
W-W Capital Corporation
235 Welch Street, Unit A-4
Berthoud, CO 80513
RE: W-W Capital Corporation
Form 10-K for the Year Ended June 30, 2004 filed October
15, 2004
Form 10-Q for the Quarter Ended March 31, 2005 filed May
23, 2005
File No. 0-17757
Dear Mr. Gleason:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Item 1 - Business, page 3
1. In future filings please revise the description of business to
disclose the name of the customer who accounted for 10% of your
sales.
Harold Gleason
W-W Capital Corporation
June 23, 2005
Page 2
Item 6 - Selected Financial Data, page 10
2. Please revise the Selected Financial Data in future filings to
include a brief description, or cross reference to a discussion
thereof, of the change in accounting principle in the year ended
June
30, 2003. See the second paragraph of Instruction 2 to Item 301
of
Regulation S-K.
3. Either in the Selected Financial Data section or in an
unaudited
note to the financial statements future filings should include
quarterly information required by Item 302 of Regulation S-K.
Item 7 - Management`s Discussion and Analysis, page 11
4. You indicate that over the last couple of fiscal years you have
attempted to pass along increases in steel costs with price
increases
and surcharges. Please revise future filings to quantify the
impact
of the price increases. Also, in future filings please quantify
the
impact of the new products you are selling. See Item
303(a)(3)(iii)
of Regulation S-K.
Item 9A - Controls and Procedures, page 21
5. You state that your management has evaluated the effectiveness
of
your disclosure controls and procedures; however only the CFO has
concluded that the controls and procedures are effective. In
future
filings, please revise section 9A to disclose, if true, that the
Chief Executive Officer also participated in the evaluation, and
that
management has concluded as to its effectiveness.
6. You disclose that the CFO has concluded that the controls and
procedures are effective in ensuring material information relating
to
the Company, which is required to be included in the Company`s
periodic filings under the Exchange Act, has been known to them
[sic]
in a timely manner. Please revise future filings to also state,
if
true, whether the same appropriate officers concluded the controls
and procedures were effective in ensuring that information
required
to be disclosed by an issuer in the reports that it files or
submits
under the Act is accumulated and communicated to the issuer`s
management, including its CEO and CFO, or persons performing
similar
functions, as appropriate to allow timely decisions regarding
required disclosure. See Exchange Act Rule 13a-15(e).
Harold Gleason
W-W Capital Corporation
June 23, 2005
Page 3
Independent Auditors` Report on Financial Statement Schedules,
page
S-1
7. The independent auditors` indicate that they have audited the
Schedules listed in Item 14. You have included the list of
Schedules
in Item 8, and there are no Schedules listed in Item 14. In
future
filings, please have your auditors correct the reference to the
list
of Schedules audited in their report on page S-1.
Please respond to these comments within 10 business
days
or tell us when you will provide us with a response. If you
disagree
with any of our comments we will consider your explanation as to
why
our comment is inapplicable or a future revision is unnecessary.
Please be as detailed as necessary in your explanation. Your
response should be filed on EDGAR as correspondence.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
? the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
You may contact Robert Burnett, Staff Accountant, at
(202)
551-3330 or me at (202) 551-3841 if you have questions regarding
comments on the financial statements and related matters.
Sincerely,
Michael Moran
Accounting Branch Chief
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