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) 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. 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 -------------------- -------------------- Steve Zamzow President, CEO Date: July 2, 1997 By: /s/ Dianne Gano -------------------- -------------------- Dianne Gano Controller