8-K/A

 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 8-K/A

                                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 15, 1997
                                   Amendment

                            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)


Securities and Exchange Commission
Form 8-K Amendment
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 past two years,
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, 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 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 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.

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, 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, 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

Securities & Exchange Commission
Form 8-K Amendment
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
 
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 15, 1997                          By: /s/ Steve Zamzow
      --------------------                           --------------------
                                                     Steve Zamzow
                                                     President, CEO

Date:     July 15, 1997                          By: /s/ Dianne Gano
      --------------------                           --------------------
                                                     Dianne Gano
                                                     Controller

EX-16.1

 
               [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