[WW Capital Corp Letterhead]
July 5, 2005
VIA EDGAR
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AND ORIGINAL FEDERAL EXPRESS
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United States Securities and Exchange Commission
Mail Stop 4-5
450 5th Street N. W.
Washington, D.C. 20549
Attn:Michael Moran
Accounting Branch Chief
Re: W-W Capital Corporation
Report on Form 10-K for the Year Ended June 30, 2004 filed October 15, 2004
Report on Form 10-Q for the Quarter Ended March 31, 2005 filed May 23, 2005
File No. 0-17757
Dear Mr. Moran:
This letter is being provided on behalf of W-W Capital Corporation (the
"Company") in connection with the Staff's comment letter dated June 23, 2005,
regarding the above-referenced Reports. We have been authorized to provide the
responses below to the Staff's comment letter.
Comment
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Item 1 - Business, page 3
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1. In future filings please revise the description of business to
disclose the name of the customer who accounted for 10% of your
sales.
RESPONSE
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The Company acknowledges the Staff's comment and agrees to make the
revised disclosure in future filings when applicable.
United States Securities and Exchange Commission
Attn: Michael Moran
July 5, 2005
Page 2
Comment
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Item 6 - Selected Financial Data, page 10
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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.
RESPONSE
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The Company acknowledges the Staff's comment and agrees to make the
revised disclosure in future filings when applicable.
Comment
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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.
RESPONSE
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The Company acknowledges the Staff's comment and agrees to make the
additional disclosure in future filings when applicable.
Comment
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Item 7 - Management's Discussion and Analysis, page 11
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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.
RESPONSE
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The Company acknowledges the Staff's comment and agrees to make the
revisions and additional disclosure in future filings when applicable.
United States Securities and Exchange Commission
Attn: Michael Moran
July 5, 2005
Page 3
Comment
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Item 9A - Controls and Procedures, page 21
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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.
RESPONSE
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The Company acknowledges the Staff's comment and agrees to make the
revised disclosure in future filings when applicable.
Comment
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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 person performing similar functions, as appropriate to
allow timely decisions regarding required disclosure. See
Exchange Act Rule 13a-15(e).
RESPONSE
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The Company acknowledges the Staff's comment and agrees to make the
revised disclosure in future filings when applicable.
United States Securities and Exchange Commission
Attn: Michael Moran
July 5, 2005
Page 4
Comment
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Independent Auditors' Report on Financial Statement Schedules, page S-1
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7. The independent auditor's indicate that they have audited the
Schedules listed in Item 14. You have included the list of
Schedules in Item 8, and there are not 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.
RESPONSE
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The Company and its independent auditor acknowledge the Staff's comment
and agree to correct the reference to the list of Schedules.
Feel free to contact the undersigned with any questions you may have
regarding this letter.
Very truly yours,
/s/ David A. Thayer
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David A. Thayer
JACKSON KELLY PLLC
cc: Harold Gleason, W-W Capital Corporation