FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For Quarterly Period Ended March 31, 2003
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 0-17757
W-W CAPITAL CORPORATION
(exact name of Registrant as specified in its charter)
Nevada 93-0967457
(State or other jurisdiction of (IRS Employer Identi-
incorporation or organization) fication Number)
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)
Not Applicable
(Former name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days. Yes _X_ No ___
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes ___ No _X_
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Each Class Number of Shares Outstanding
- ------------------- at May 13, 2003
Common stock ---------------------
$ 0.01 Par Value 2,008,164
W-W CAPITAL CORPORATION
Index
-----
PART I FINANCIAL INFORMATION PAGE NO.
- ------ --------------------- --------
Item 1 Balance Sheets
- ------ March 31, 2003 and June 30, 2002 1
Statements of Operations
Three and Nine Months Ended
March 31, 2003 and 2002 3
Statements of Cash Flows
Nine Months Ended
March 31, 2003 and 2002 5
Notes to Financial Statements 7
Item 2 Management's Discussion and Analysis
- ------ of Financial Condition and Results
of Operations 9
Item 3 Quantitative and Qualitative Disclosures 11
- ------ About Market Risks
Item 4 Controls and Procedures 11
- ------
PART II OTHER INFORMATION
- ------- -----------------
Item 1 LEGAL PROCEEDINGS 12
- ------
Item 2 CHANGES IN SECURITIES 12
- ------
Item 3 DEFAULTS UPON SENIOR SECURITIES 12
- ------
Item 4 SUBMISSION OF MATTERS TO VOTE OF
- ------ SECURITY HOLDERS 12
Item 5 OTHER INFORMATION 12
- ------
Item 6 EXHIBITS AND REPORT ON FORM 8-K 12
- ------
SIGNATURES 13
Part I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
- -----------------------------
W-W CAPITAL CORPORATION
-----------------------
Balance Sheets
March 31, June 30,
2003 2002
---- ----
(Unaudited)
Assets
- ------
Current assets:
Cash $ 78,645 $ 137,948
----------- -----------
Trade accounts receivable 1,740,362 2,004,161
Less allowance for doubtful accounts (275,000) (275,000)
----------- -----------
Net accounts receivable 1,465,362 1,729,161
----------- -----------
Accounts receivable, other 57,966 162,703
Inventories:
Raw materials 504,486 528,110
Work-in-process 433,429 418,334
Finished goods 632,894 843,860
----------- -----------
Total inventories 1,570,809 1,790,304
----------- -----------
Prepaid expenses 79,072 35,632
Current portion of notes receivable
from related parties 603 603
Deferred income tax asset 233,500 149,500
----------- -----------
Total current assets 3,485,957 4,005,851
----------- -----------
Property and equipment, at cost 4,564,746 4,290,594
Less accumulated depreciation
and amortization (2,291,000) (2,135,406)
----------- -----------
Net property and equipment 2,273,746 2,155,188
----------- -----------
Other Assets:
Long-term notes receivable from
related parties, net of current portion 20,470 20,470
Loan acquisition costs, net of
accumulated amortization of $6,150
at March 31, 2003 and $3,075 at
June 30, 2002 34,850 37,925
Equipment deposits 175,000 175,000
Other assets 40,462 41,130
----------- -----------
Total other assets 270,782 274,525
----------- -----------
TOTAL ASSETS $ 6,030,485 $ 6,435,564
=========== ===========
(Continued on following page)
See accompanying notes to financial statements.
1
W-W CAPITAL CORPORATION
-----------------------
Balance Sheets, Continued
March 31, June 30,
2003 2002
---- ----
(Unaudited)
Liabilities
- -----------
Current Liabilities:
Accounts payable $ 1,311,370 $ 1,373,803
Accrued property taxes 13,505 10,400
Accrued payroll and related taxes 181,178 198,887
Accrued interest payable 16,642 80,106
Current portion of long-term notes payable 357,000 239,000
Current portion of capital lease obligations 78,000 75,000
Other current liabilities 18,092 24,908
----------- -----------
Total current liabilities 1,975,787 2,002,104
----------- -----------
Other Liabilities:
Long-term notes payable, net of current portion 2,769,787 2,966,693
Long-term capital lease obligations, net
of current portion 1,163,595 1,219,973
Deferred income tax liability 179,900 179,900
Negative goodwill, net of accumulated
amortization of $5,466 at June 30, 2002 -- 61,744
----------- -----------
Total other liabilities 4,113,282 4,428,310
----------- -----------
TOTAL LIABILITIES 6,089,069 6,430,414
----------- -----------
Stockholders' Equity (Deficit)
- ------------------------------
Preferred stock: $10.00 par value, 400,000 shares
authorized -- --
Common stock, $0.01 par value, 15,000,000
shares authorized; 5,553,827 shares issued
at March 31, 2003 and June 30, 2002 55,538 55,538
Capital in excess of par value 3,305,533 3,305,533
Accumulated deficit (540,540) (476,806)
----------- -----------
2,820,531 2,884,265
Less 3,545,663 shares of treasury stock at cost (2,879,115) (2,879,115)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (58,584) 5,150
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 6,030,485 $ 6,435,564
=========== ===========
See accompanying notes to financial statements.
2
W-W CAPITAL CORPORATION
-----------------------
Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended
March 31 March 31,
-------- ---------
2003 2002 2003 2002
---- ---- ---- ----
Net sales $ 2,784,624 $ 3,182,454 $ 8,982,699 $ 9,008,805
Cost of goods sold 2,215,033 2,373,685 7,189,505 7,037,521
----------- ----------- ----------- -----------
Gross profit 569,591 808,769 1,793,194 1,971,284
----------- ----------- ----------- -----------
Operating expenses:
Selling expenses 297,061 303,094 819,872 869,376
General and administrative expenses 305,011 276,981 950,183 966,265
----------- ----------- ----------- -----------
Total operating expenses 602,072 580,075 1,770,055 1,835,641
----------- ----------- ----------- -----------
Operating earnings (loss) (32,481) 228,694 23,139 135,643
----------- ----------- ----------- -----------
Other income (expense):
Interest income 101 -- 176 5,690
Interest expense (91,429) (79,145) (283,425) (260,984)
Gain (loss) on sale of assets (2,950) -- (2,850) 4,700
Other income (expense), net 1,482 14,605 53,482 31,081
----------- ----------- ----------- -----------
Total other income (expense) (92,796) (64,540) (232,617) (219,513)
----------- ----------- ----------- -----------
Earnings (loss) before income taxes and cumulative
effect of a change in accounting principle (125,277) 164,154 (209,478) (83,870)
Income tax benefit (expense) 50,000 (65,000) 84,000 34,000
----------- ----------- ----------- -----------
Earnings (loss) before cumulative effect of a
change in accounting principle (75,277) 99,154 (125,478) (49,870)
Cumulative effect of a change in accounting
principle -- -- 61,744 --
----------- ----------- ----------- -----------
Net earnings (loss) $ (75,277) $ 99,154 $ (63,734) $ ( 49,870)
=========== =========== =========== ===========
(Continued on following page)
See accompanying notes to financial statements.
3
W-W CAPITAL CORPORATION
-----------------------
Statements of Operations, continued
(Unaudited)
Three Months Ended Nine Months Ended
March 31 March 31,
-------- ---------
2003 2002 2003 2002
---- ---- ---- ----
Earnings per common share:
Basic
Earnings (loss) before cumulative effect
of a change in accounting principle $ (0.04) $ 0.05 $ (0.06) $ (0.02)
Cumulative effect of a change in
accounting principle 0.00 0.00 0.03 0.00
------------- ------------- ------------- -------------
Net earnings (loss) $ (0.04) $ 0.05 $ (0.03) $ (0.02)
============= ============= ============= =============
Weighted average number of common
shares 2,008,164 2,008,164 2,008,164 2,008,164
Diluted
Earnings (loss) before cumulative effect
of a change in accounting principle $ (0.04) $ 0.05 $ (0.06) $ (0.02)
Cumulative effect of a change in
accounting principle 0.00 0.00 0.03 0.00
------------- ------------- ------------- -------------
Net earnings (loss) $ (0.04) $ 0.05 $ (0.03) $ (0.02)
============= ============= ============= =============
Weighted average number of common
shares 2,008,164 2,008,164 2,008,164 2,008,164
See accompanying notes to financial statements.
4
W-W CAPITAL CORPORATION
-----------------------
Statements of Cash Flows
(Unaudited)
Nine Months Ended
March 31,
---------
2003 2002
---- ----
Cash flows from operating activities:
Net loss $ (63,734) $ (49,870)
Adjustments to reconcile net loss to
net cash provided by (used in) operating
activities:
Depreciation and amortization 183,077 186,005
(Gain)/loss on sale of property and equipment 2,850 (4,700)
Provision for doubtful accounts receivable 10,820 39,784
Amortization of negative goodwill -- (1,757)
Write off of negative goodwill (61,744) --
Change in assets and liabilities:
Accounts receivable 252,979 (204,322)
Inventories 219,495 142,558
Other current and non-current assets (22,035) (31,314)
Accounts payable (62,433) 79,239
Accrued expenses and other current liabilities (84,884) 4,632
--------- ---------
Net cash provided by operating activities 374,391 160,255
--------- ---------
Cash flows from investing activities:
Proceeds from sale of property and equipment 11,100 4,700
Purchase of property and equipment (32,004) (22,111)
--------- ---------
Net cash used in investing activities $ (20,904) $ (17,411)
--------- ---------
(Continued on following page)
See accompanying notes to financial statements
5
W-W CAPITAL CORPORATION
-----------------------
Statements of Cash Flows, Continued
(Unaudited)
Nine Months Ended
March 31,
---------
2003 2002
---- ----
Cash flows from financing activities:
Payments on notes payable, financial
institutions and government entities $(9,389,861) $(8,679,410)
Proceeds from notes payable 9,030,449 8,577,774
Payments on capital leases (53,378) (48,694)
Payment of loan acquisition costs -- (41,000)
----------- -----------
Net cash used in financing activities (412,790) (191,330)
----------- -----------
Net decrease in cash (59,303) (48,486)
Cash at beginning of period 137,948 216,473
----------- -----------
Cash at end of period $ 78,645 $ 167,987
=========== ===========
Supplemental Information:
Cash paid during the period for interest $ 315,581 $ 226,731
Installment loans to acquire property and
equipment $ 280,506 $ 11,135
Installment loans to acquire residential rental
property $ -- $ 28,543
See accompanying notes to financial statements.
6
W-W CAPITAL CORPORATION
-----------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
NOTE 1 - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited financial statements include the accounts of
W-W Capital Corporation (the Company) and its wholly-owned subsidiary W-W
Manufacturing Co., Inc. All significant intercompany accounts and transactions
have been eliminated.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. They do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations and changes in cash
flows in conformity with generally accepted accounting principles for full-year
financial statements. However, except as disclosed herein, there has been no
material change in the information disclosed in the notes to W-W Capital
Corporation's financial statements included in its Annual Report on Form 10-K
for the year ended June 30, 2002. In the opinion of management, all adjustments
(consisting of normal recurring accrual basis adjustments) considered necessary
for a fair presentation have been reflected in the accompanying financial
statements. Operating results for the three and nine month periods ended March
31, 2003, are not necessarily indicative of the result that may be expected for
the year ended June 30, 2003.
NOTE 2 - NET BASIC EARNINGS PER SHARE
- -------------------------------------
The net basic earnings (loss) per share amount included in the
accompanying statement of operations have been computed using the
weighted-average number of shares of common stock outstanding and the dilutive
effect, if any, of common stock equivalents existing during the applicable three
and nine month periods.
NOTE 3 - NEGATIVE GOODWILL AND CHANGE IN ACCOUNTING PRINCIPLE
- -------------------------------------------------------------
In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 141, "Business Combinations." SFAS
No. 141 requires that unamortized negative goodwill arising from a business
combination, for which the acquisition date was before July 1, 2001, shall be
written off and recognized as a change in accounting principle. SFAS No. 141 was
effective for the Company on July 1, 2002.
As of July 1, 2002, the Company had $61,744 of unamortized negative
goodwill relating to the fiscal year 2000 purchase of the Adrian J. Paul Company
by its subsidiary, WW Manufacturing Company. The write off resulted in an
increase in income and was reflected as a cumulative effect of a change in
accounting principle in the quarter ended September 30, 2002.
7
NOTE 3 - NEGATIVE GOODWILL AND CHANGE IN ACCOUNTING PRINCIPLE (continued)
- -------------------------------------------------------------------------
A reconciliation of reported net income (loss) adjusted to reflect the
adoption of SFAS No. 141 as if it had been effective July 1, 2001 is as follows:
Three Months Ended Nine Months Ended
March 31 March 31
-------- --------
2003 2002 2003 2002
---- ---- ---- ----
Reported net income (loss) $ (75,277) $ 99,154 $ (63,734) $ (49,870)
Subtract-back adjustment for
accounting change -- -- (61,744) --
Add-back goodwill amortization -- 586 -- 1,757
---------- --------- --------- ---------
Adjusted net income (loss) $ (75,277) $ 99,740 $(125,478) $ (48,113)
========== ========= ========= =========
Adjusted net income (loss) per share-
basic $ (0.04) $ 0.05 $ (0.06) $ (0.02)
Adjusted net income (loss) per share-
diluted $ (0.04) $ 0.05 $ (0.06) $ (0.02)
NOTE 4 - RELATED PARTY TRANSACTION
- ----------------------------------
The Company has a number of related party transactions. See the
footnotes to W-W Capital Corporation financial statements for the year ended
June 30, 2002, included in its Annual Report on Form 10-K for the nature and
type of related party transactions.
A summary of the related party transactions that effect the Company's
statement of operations for the three and nine months ended March 31, 2003 and
2002, respectively, is as follows:
Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
Transactions with
- -----------------
Related parties 2003 2002 2003 2002
- --------------- ---- ---- ---- ----
Rent Expense $ -- $ -- $ -- $ 2,500
8
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
- --------------------------------------------------------------------------------
The business of the Company is carried on within one segment group by
three operating units. The livestock handling equipment segment is composed of
W-W Manufacturing (W-W Manufacturing), Eagle Enterprises (Eagle) and W-W Paul
Scales (Paul).
Analysis of Results of Operations
- ---------------------------------
The Company had a net loss of $63,734 for the nine months ended March
31, 2003, as compared to a net loss of $49,870 for the same period of 2002. For
the three month period ended March 31, 2003, the Company had a net loss of
$75,277 as compared to net earnings of $99,154 for the same period of 2002. The
Company is attempting to recover from a slow economy and drought conditions felt
throughout the Western and Midwestern United States.
Sales decreased slightly from $9,008,805 for the nine months ended
March 31, 2002, compared to $8,982,699 for 2003. The decrease is consistent with
sales the last two years and is attributable to a general slowdown in the
economy as well as drought conditions in the Western and Midwestern United
States. Sales at the W-W Manufacturing location increased from $5,763,973 to
$6,154,046 for the same nine-month period of 2002 and 2003. Sales decreased at
the Eagle plant from $2,074,018 for the nine months ended March 31, 2002 as
compared to $1,616,668 for the same period of 2003. Sales at the Paul location
increased from $1,170,814 for the nine months ended March 31, 2002 to $1,211,985
for the same nine-month period in 2003. Sales throughout fiscal 2003 have shown
a continued decline from $3,141,639 for the first quarter to $2,784,624 for the
third quarter. The Company is attempting to limit the effect of the economic
slowdown by continuing to analyze existing product improvements and new product
introductions which have allowed the Company to gain acceptance with new
customers and move into markets not normally serviced by the Company. The
Company is presently involved in several projects, which includes special sales
to expo centers, fairs and livestock shows. The Company anticipates an increase
in sales during the fourth quarter of 2003.
The drastic decline in sales at the Eagle plant is due to several
factors. The major factor appears to be our dealers/distributors desire to
purchase only powder coat paint products. The Eagle plant is not equipped with
powder coat technology and the Company estimates that this technology would cost
approximately $400,000 to implement. During the third quarter of fiscal 2003 the
Company began preliminary internal discussions regarding the feasibility of
closing of the Eagle plant. With manufacturing efficiencies being felt at the
new W-W Manufacturing plant in Thomas, Oklahoma, the Company believes it is in
position to begin these discussions. Currently, many of the Eagle plant orders
are being manufactured at the W-W Manufacturing location. As of the date of this
report, there have been no decisions made in regards to the closing of the Eagle
plant or any determinations related to potential financial statement effects.
Gross margins decreased for the nine months ended March 31, 2003 to
20.0% as compared to 21.9% in 2002. The decreased margins are the result of an
increase in workers compensation insurance rates as well as steel tariffs
imposed by Congress that resulted in higher steel costs that affected all the
plants during the year. Because of the slow economy, the Company did not believe
the increase in costs could be passed on to customers through price increases
without a large reduction in sales. Management anticipates improvement in
regards to gross margins as the cost of steel is expected to drop during the
fourth quarter of 2003 and first quarter of 2004. The Company continues to seek
improvements through manufacturing system analysis as well as price adjustments.
The Company has
9
also reduced labor costs by implementing hiring freezes throughout the company
as well as limited raises for current employees. This continual fine-tuning and
adjustment of manufacturing costs has allowed the Company to keep gross margins
relatively consistent while experiencing a slowdown in sales.
Selling expenses as a percentage of sales decreased for the nine months
ended March 31, 2003 from 9.7% in 2002 to 9.1% in 2003. Total dollars expended
for selling expense decreased $49,504 for the nine month period ended March 31,
2003 as compared to the same period in 2002. Through the balance of the fiscal
year, management will continue to evaluate selling expense to find ways to keep
costs in line as a percentage of sales, as we continue to grow markets and
market share with new products.
General and administrative expense decreased slightly for the nine
months ended March 31, 2003 as a percentage of sales from 10.6% in 2003 as
compared to 10.7% for the same period of 2002. Overall dollars spent on general
and administrative expenses decreased $16,082 for the nine months ended March
31, 2003 as compared to the same period of 2002. The Company believes that the
general and administrative expense percentage will continue to remain consistent
throughout the remainder of fiscal 2003.
Interest expense increased for the nine months ended March 31, 2003 to
$283,425 from $260,984 for the same period of 2002. Interest expense for the
three months ended March 31, 2003 increased to $91,429 from $79,145 for the same
three-month period of 2002. The increase reflects heavy borrowings on the
revolving lines to support the slow down in sales due to economic slow down and
related slow down of customer payments and decrease in cash flow. As profits and
cash flow increase, the Company plans to reduce debt, thereby reducing overall
interest expense.
Liquidity and Capital Resources
- -------------------------------
The Company has traditionally used a combination of cash generated from
operations and its revolving credit facility to support operations and various
growth initiatives. The Company generated funds from operations of $374,391 even
though the Company realized a loss of $63,734. This was primarily caused by a
decrease in accounts receivable and inventory. The Company uses cash in
investing activities primarily for the purchase of new property and equipment.
Cash purchases of property and equipment of $32,004 remained steady for the nine
months ended March 31, 2003 compared to $22,111 for the same period ended March
31, 2002. Cash used in financing activities resulted in a decrease in borrowings
of $412,790 for the nine months ended March 31, 2003. This compares to decreased
borrowings of $191,330 for the same period ended March 31, 2002. As the Company
moves into the final quarter of fiscal 2003, it anticipates that an increase in
sales along with the cost saving benefits associated with the reduction in steel
prices, borrowings will remain consistent.
There were no significant changes in the company's credit facilities
during the quarter ended March 31, 2003. The Company was also in compliance with
all covenants related to credit facilities at March 31, 2003. The Company feels
that it will improve in both sales volume and operating earnings through the
fourth quarter of fiscal 2003. With increased working capital and lines of
credit, the Company feels it has an adequate supply of liquidity to meet its
current obligations.
10
Forward-Looking Statements
- --------------------------
In addition to historical information, this Quarterly Report contains
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995, and are thus prospective. The forward-looking
statements contained herein are subject to certain risks and uncertainties that
could cause actual results to differ materially from those reflected in the
forward-looking statements. Factors that might cause such a difference include,
but are not limited to, competitive pressures, changing economic conditions,
factors discussed in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, and other factors, some of which will be
outside the control of management. Readers are cautioned not to place undue
reliance on these forward-looking statements, which reflect management's
analysis only as of the date hereof. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events or
circumstances that arise after the date hereof. Readers should refer to and
carefully review the information described in future documents the Company files
with the Securities and Exchange Commission.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risks
- -------------------------------------------------------------------------
The Company is exposed to market risk from changes in interest rates.
Market risk is the potential loss arising from adverse changes in market rates
and prices such as interest rates. For fixed rate debt, interest rate changes
affect the fair value of financial instruments but do not impact earnings or
cash flows. Conversely for floating rate debt, interest rate changes generally
do not affect the fair market value but do impact future earnings and cash flow,
assuming other factors are held constant. At March 31, 2003, the Company had
variable rate notes payable of approximately $2,345,000. Holding other variables
constant, the pre-tax earnings and cash flow impact for the next year resulting
from a one percentage point increase in interest rates would be approximately
$23,400.
ITEM 4. Controls and Procedures
- -------------------------------------
As of March 31, 2003, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Chief Executive Officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures. Based upon that evaluation,
the Chief Executive Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting him to material information relating
to the Company (including its consolidated subsidiary) required to be included
in the Company's periodic Securities Exchange Commission (SEC) filings.
Disclosure controls and procedures are defined as controls and procedures that
are designed to ensure that information required to be disclosed by the Company
in reports filed with the SEC is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms.
Subsequent to the date of the evaluation, there have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect internal controls, nor were any corrective actions
required with regard to significant deficiencies and material weaknesses.
11
PART II
- -------
OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
-----------------
Not Applicable
ITEM 2. CHANGES IN SECURITIES
---------------------
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
Not Applicable
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------
On December 20, 2002, the Company held its annual meeting of stockholders,
and the following maters were voted upon.
(A) Election of the Board of Directors:
Nominee For Against
------- --- -------
Steve D. Zamzow 1,263,078 293,890
Millard T. Webster 1,261,801 295,167
L.M. "Mick" McCarty 1,264,001 292,967
Harold Gleason 1,263,801 293,167
Randall Kourt 1,264,001 292,967
(B) Proposal to elect Brock and Company, P.C., of Fort Collins, Colorado as
the Independent Certified Public Accountants of the Corporation:
For Against Abstain
--- ------- -------
1,267,180 288,473 1,315
ITEM 5. OTHER INFORMATION
-----------------
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
Exhibit
Number Document
------ --------
99.0 Certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (attached hereto).
12
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
W W CAPITAL CORPORATION
(Registrant)
Dated: May 13, 2003 By: /s/ Steve D. Zamzow
-----------------------------------
Steve D. Zamzow, President & CEO
Dated: May 13, 2003 By: /s/ Mike Dick
----------------------------------
Mike Dick, Controller
13
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steve D. Zamzow, President and Chief Executive Officer of W W Capital
Corporation, certify that:
1. I have reviewed this quarterly report on Form 10-Q of W W Capital
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report my conclusions about the
effectiveness of the disclosure controls and procedures based on
my evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditor any material
weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Dated: May 13, 2003 By: /s/ Steve D. Zamzow
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Steve D. Zamzow, President and CEO