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 the quarterly period ended September 30, 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 November 17, 2003
Common stock ----------------------------
$0.01 Par Value 2,010,614
W-W CAPITAL CORPORATION
Index
-----
PART I FINANCIAL INFORMATION PAGE NO.
- ------ --------------------- --------
Item 1 Balance Sheets
- ------ September 30, 2003 and June 30, 2003 1
Statements of Income
Three Months Ended
September 30, 2003 and 2002 3
Statements of Cash Flows
Three Months Ended
September 30, 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
- ------ About Market Risks 12
Item 4 Controls and Procedures 12
- ------
PART II OTHER INFORMATION
- ------- -----------------
Item 1 LEGAL PROCEEDINGS 13
- ------
Item 2 CHANGES IN SECURITIES 13
- ------
Item 3 DEFAULTS UPON SENIOR SECURITIES 13
- ------
Item 4 SUBMISSION OF MATTERS TO VOTE OF
- ------ SECURITY HOLDERS 13
Item 5 OTHER INFORMATION 13
- ------
Item 6 EXHIBITS AND REPORT ON FORM 8-K 13
- ------
SIGNATURES 14
Part I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
- -----------------------------
W-W CAPITAL CORPORATION
-----------------------
Balance Sheets
September 30, June 30,
2003 2003
---- ----
(Unaudited)
Assets
- ------
Current assets:
Cash $ 127,748 $ 127,479
----------- -----------
Accounts receivable, trade 1,946,143 1,672,198
Less allowance for doubtful accounts (290,000) (290,000)
----------- -----------
Net accounts receivable, trade 1,656,143 1,382,198
----------- -----------
Accounts receivable, other 15,078 13,458
Inventories:
Raw materials 575,674 528,112
Work-in-process 428,913 375,882
Finished goods 655,122 607,832
----------- -----------
Total inventories 1,659,709 1,511,826
----------- -----------
Prepaid expenses 74,373 41,556
Current portion of notes receivable,
related parties -- 1,261
Current portion of net investment in
sales-type lease 20,588 18,055
Deferred income tax asset 174,000 178,000
----------- -----------
Total current assets 3,727,639 3,273,833
----------- -----------
Property and equipment, at cost: 4,660,786 4,612,478
Less accumulated depreciation
and amortization (2,382,133) (2,337,391)
----------- -----------
Net property and equipment 2,278,653 2,275,087
----------- -----------
Other Assets:
Long-term notes receivable related parties,
net of current portion 19,812 19,812
Net investment in sales-type lease, net of
current portion 6,810 27,398
Loan acquisition costs, net of accumulated
amortization of $8,200 at September
30, 2003 and $7,175 at June 30, 2003 32,800 33,825
Equipment deposits 175,000 175,000
Other assets 40,463 40,463
----------- -----------
Total other assets 274,885 296,498
----------- -----------
TOTAL ASSETS $ 6,281,177 $ 5,845,418
=========== ===========
The accompanying Notes are an integral part of the
consolidated financial statements
1
W-W CAPITAL CORPORATION
-----------------------
Balance Sheets, Continued
September 30, June 30,
2003 2003
---- ----
(Unaudited)
Liabilities
- -----------
Current Liabilities:
Accounts payable $ 1,685,342 $ 1,260,959
Accrued payroll and related taxes 228,266 205,417
Accrued property taxes 13,575 9,050
Accrued interest payable 11,558 14,898
Other current liabilities 17,842 14,444
Current portion of long-term notes payable 2,033,000 1,943,000
Current portion of capital lease obligations 69,000 73,000
----------- -----------
Total current liabilities 4,058,583 3,520,768
----------- -----------
Other Liabilities:
Long-term notes payable, net of current portion 1,407,997 1,498,515
Long-term capital lease obligations, net
of current portion 1,130,212 1,147,461
Deferred income tax liability 20,900 20,900
----------- -----------
Total other liabilities 2,559,109 2,666,876
----------- -----------
TOTAL LIABILITIES 6,617,692 6,187,644
----------- -----------
Stockholders' 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 September 30, 2003 and June 30, 2003 55,538 55,538
Capital in excess of par value 3,305,533 3,305,533
Accumulated deficit (818,471) (824,182)
----------- -----------
2,542,600 2,536,889
Less 3,543,213 shares of treasury stock, at cost (2,879,115) (2,879,115)
----------- -----------
NET STOCKHOLDERS' DEFICIT (336,515) (342,226)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT $ 6,281,177 $ 5,845,418
=========== ===========
The accompanying Notes are an integral part of the
consolidated financial statements
2
W-W CAPITAL CORPORATION
-----------------------
Statements of Income
(Unaudited)
Three Months Ended
September 30,
-------------
2003 2002
---- ----
Net sales $ 3,089,972 $ 3,141,639
Cost of goods sold 2,388,868 2,565,668
----------- -----------
Gross profit 701,104 575,971
----------- -----------
Operating expenses:
Selling expenses 281,389 241,065
General and administrative expenses 335,685 331,165
----------- -----------
Total operating expenses 617,074 572,230
----------- -----------
Operating earnings 84,030 3,741
----------- -----------
Other income (expenses):
Interest income 10,183 --
Interest expense (89,486) (86,790)
Gain on sale of assets 3,400 100
Other income (expense), net 1,584 1,932
----------- -----------
Total other income (expense) (74,319) (84,758)
----------- -----------
Earnings (loss) before income taxes and cumulative effect
of a change in accounting principle 9,711 (81,017)
Income tax benefit (expense) (4,000) 32,000
----------- -----------
Earnings (loss) before cumulative effect of a change
in accounting principle 5,711 (49,017)
Cumulative effect of a change in accounting
principle -- 61,744
----------- -----------
Net earnings $ 5,711 $ 12,727
=========== ===========
The accompanying Notes are an integral part of the
consolidated financial statements
3
W-W CAPITAL CORPORATION
-----------------------
Statements of Income, Continued
(Unaudited)
Three Months Ended
September 30
------------
2003 2002
---- ----
Earnings per common share:
Basic
Earnings (loss) before cumulative effect
of a change in accounting principle $ .00 $ ( .02)
Cumulative effect of a change in
accounting principle .00 .03
------------- -------------
Net earnings $ .00 $ .01
============= =============
Weighted average number of common
shares 2,010,614 2,010,614
Diluted
Earnings (loss) before cumulative effect
of a change in accounting principle $ .00 $ (.02)
Cumulative effect of a change in
accounting principle .00 .03
------------- -------------
Net earnings $ .00 $ .01
============= =============
Weighted average number of common
shares 2,010,614 2,010,614
The accompanying Notes are an integral part of the
consolidated financial statements
4
W-W CAPITAL CORPORATION
-----------------------
Statements of Cash Flows
(Unaudited)
Three Months Ended
September 30,
-------------
2003 2002
---- ----
Cash flows from operating activities:
Net earnings $ 5,711 $ 12,727
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 62,271 60,349
Gain on sale of property and equipment (3,400) (100)
Provision for loss on accounts receivable 3,322 --
Write off of negative goodwill -- (61,744)
Change in assets and liabilities:
Accounts receivable (259,212) 95,764
Inventories (147,883) (53,078)
Other current and non-current assets (30,437) (69,289)
Accounts payable 424,383 187,138
Accrued expenses and other current liabilities 27,432 (10,699)
--------- ---------
Net cash provided by operating
activities 82,187 161,068
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment (2,831) (16,791)
Proceeds from stockholders' notes receivable 1,261 --
Proceeds from sale of property and equipment 16,900 100
--------- ---------
Net cash provided (used) by investing
activities $ 15,330 $ (16,691)
--------- ---------
(Continued on following page)
5
W-W CAPITAL CORPORATION
-----------------------
Statements of Cash Flows, Continued
(Unaudited)
Three Months Ended
September 30,
-------------
2003 2002
---- ----
Cash flows from financing activities:
Payments on notes payable, financial
institutions and government entities $(2,892,535) $(3,233,341)
Proceeds from notes payable 2,816,536 3,067,657
Payment on capital leases (21,249) (16,183)
----------- -----------
Net cash used by financing activities (97,248) (181,867)
----------- -----------
Net increase (decrease) in cash 269 (37,490)
Cash at beginning of period 127,479 137,948
----------- -----------
Cash at end of period $ 127,748 $ 100,458
=========== ===========
Supplemental Information:
Cash paid during the period for interest $ 92,827 $ 98,035
Installment loans to acquire property
and equipment $ 75,479 $ 229,519
Cash paid during the period for income taxes $ 920 $ --
The accompanying Notes are an integral part of the
consolidated 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, 2003. 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 month period ended September 30,
2003, are not necessarily indicative of the results that may be expected for the
year ended June 30, 2004.
The Company has incurred operating losses two out of the past three
fiscal years, has a working capital deficit of $330,944 and has an accumulated
deficit of $336,515 as of September 30, 2003. The report of independent auditors
on the Company's June 30, 2003 audited financial statements includes an
explanatory paragraph indicating there is substantial doubt about the Company's
ability to continue as a going concern. The Company believes that it has
developed a viable plan to address these issues and that its plan will enable
the Company to continue as a going concern for the next twelve months. This plan
includes the realization of revenues from the commercialization of new products
and the reduction of certain operating expenses. Although the Company believes
that its plan will be realized, there is no assurance that these events will
occur. The financial statements do not include any adjustments to reflect the
uncertainties related to the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the inability of
the Company to continue as a going concern.
NOTE 2 - NET BASIC EARNINGS PER SHARE
- -------------------------------------
The net basic earnings per share amount included in the accompanying
statements of income 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 month period.
7
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.
A reconciliation of reported net income for the three months ended
September 30, 2002 adjusted to reflect the adoption of SFAS No. 141 as if it had
been effective July 1, 2001 is as follows:
Reported net income $ 12,727
Subtract-back adjustment for accounting change ( 61,744)
Add-back goodwill amortization --
Adjusted net loss $( 49,017)
=======
Adjusted net loss per share - Basic $ (.02)
Adjusted net loss per share - Diluted $ ( .02)
NOTE 4 - RELATED PARTY TRANSACTION
- ----------------------------------
The Company has related party transactions. See the footnotes to W-W
Capital Corporation financial statements for the year ended June 30, 2003,
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 affect the Company's
statements of income for the three months ended September 30, 2003 and 2002
respectively, is as follows:
Three Months Ended
September 30,
-------------
Transactions with
Related parties 2003 2002
- --------------- ---- ----
Interest income $1,261 $ --
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).
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.
Analysis of Results of Operations
- ---------------------------------
The Company had net income of $5,711 for the three month period ended
September 30, 2003, as compared to $12,727 in 2002 which included income of
$61,744 related to a change in accounting principle. The Company had a net loss
before the cumulative effect of the change in accounting principle of $49,017
for the three month period ended September 30, 2002.
Net sales decreased $51,667, or 1.6% to $3,089,972 for the three months
ended September 30, 2003, compared to $3,141,639 for
2002.
Sales at the W-W Manufacturing plant in Thomas, Oklahoma increased
$509,308, or 25.7%, from $1,980,924 for the three months ended September 30,
2002 to $2,490,232 in 2003. This increase in sales is attributable to an overall
recovery in the economy as well as the addition of a large special project sale
during the quarter. Management believes that with the improving economy and
geopolitical environment, sales will exceed prior years levels.
Sales at the Eagle Enterprises location in Livingston, Tennessee
decreased $487,985, or 62.8% from $777,228 for the three months ended September
30, 2002 to $289,243 in 2003. The Livingston plant was hit hardest by the
sluggish economy, the need to update certain equipment and the need for
installation of a new paint system. After the powder coat paint system was
implemented in Thomas, Oklahoma, many customers wanted to purchase only product
with a powder coat finish. With the economic environment in decline, management
decided that the cost to install a new paint system in the Livingston plant was
to high and the risk too great for the Company to take. During November 2002 the
decision to scale back operations at the Livingston plant was made. While
9
certain revenues were transferred to the Thomas plant, many revenues were
permanently lost. During June 2003 management made the decision to market a new
inline pre-galvanized product from the Livingston plant. This product allows for
manufacturing without problems related to paint. Sales of the new product line
showed steady improvement during the first quarter of fiscal 2004 from $58,451
in July 2003 to $132,318 in September 2003. Management believes this new product
line will continue to show improvement throughout the second quarter, which
should allow the Livingston plant to be in full operation by the third quarter
of fiscal 2004.
Sales at the W-W Paul location in Duncan, Oklahoma decreased $72,990,
or 19.0%, from $383,487 for the three month period ended September 30, 2002 to
$310,497 for 2003. Whereas the Duncan location's primary manufacturing
responsibilities are livestock scales and hydraulic squeeze chutes, they also
serve as a supply source to the Thomas location. While all interdivision sales
are eliminated for financial statement purposes, the Duncan location had a
substantial increase in such sales. This allowed overall sales for the Duncan
location to remain stable. With the improved economic outlook and a new emphasis
on marketing new and redeveloped scales, management believes that sales at the
Duncan location should increase during the remainder of fiscal 2004.
Gross margins increased from 18.3% for the three month period ended
September 30, 2002 to 22.7% for the same period of 2003. This increase of 4.4%
is the result of a drop in steel costs during the last portion of fiscal 2003.
The Company also performed an extensive evaluation of raw materials during the
fourth quarter of fiscal 2003 and found several ways to lower certain costs. The
Company continues to seek improvements through manufacturing system analysis as
well as retail price adjustments.
Selling expenses as a percentage of sales increased from 7.7% for the
three month period ended September 30, 2002 to 9.1% for the same period of 2003.
The dollars expended on selling expense increased from $241,065 for the three
months ended September 30, 2002 to $281,389 for the same period of 2003, an
increase of $40,324. The Company is aggressively pursuing new markets and
expanding its distributor/dealer base while at the same time evaluating ways of
keeping costs in line as a percentage of sales.
General and administration expenses as a percentage of sales increased
from 10.5% for the quarter ended September 30, 2002 to 10.9% for the
corresponding quarter in 2003. The total dollars expended on general and
administration costs remained relatively consistent, increasing $4,520. The
Company will continue to find ways to lower general and administrative expense
through the use of centralization, job realignment, and line-by-line expense
evaluation and reduction.
Interest expense increased from $86,790 for the three months ended
September 30, 2002 to $89,486 for the same period of 2003, an increase of 3.1%.
As profits and cash flow improve, the Company plans to reduce debt, thereby
reducing overall interest expense.
Liquidity and Capital Resources
- -------------------------------
The Company's principal sources of liquidity are from working capital,
internally generated funds and borrowing under its credit facilities. The
Company believes that these sources are sufficient to fund the current
requirements of working capital, capital expenditures and other financial
commitments. The Company generated funds from operations of $82,187 during the
quarter ended September 30, 2003 primarily caused by an increase in accounts
payable balances.
10
The Company provided cash from investing of $15,330 from the sales of certain
equipment. Financing activities used net cash of $97,248, primarily to repay
amounts outstanding under our credit facilities. As the Company moves further
into fiscal 2004 it anticipates increased sales growth with a continued
reduction in borrowings.
The Company's working capital decreased for the period ended September
30, 2003 to $(330,944) as compared to $1,768,823 for September 30, 2002. This
reduction is due to the reclassification of long-term debt to current
liabilities because the Company was in violation of certain bank covenants at
year-end. The Company is currently negotiating new covenants with the bank for
fiscal 2004.
The report of independent auditors on the Company's June 30, 2003
financial statements includes an explanatory paragraph indicating there is
substantial doubt about the Company's ability to continue as a going concern.
The Company believes that it has developed a viable plan to address these issues
and that its plan will enable the Company to continue as a going concern for the
next twelve months. The plan includes the realization of revenues from the
commercialization of new products and the reduction of certain operating
expenses. The financial statements do not include any adjustments to reflect the
uncertainties related to the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the inability of
the Company to continue as a going concern. There is no assurance that the
Company will be able to achieve additional financing or that such events will be
on terms favorable to the Company.
The Company feels that it will improve in both sales and operating
earnings throughout fiscal 2004. With increased working capital and lines of
credit, the Company feels it has an adequate supply of liquidity to meet its
needs.
11
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 September 30, 2003, the Company had
variable rate notes payable of approximately $2,642,000. 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
$26,000.
ITEM 4. Controls and Procedures
- ------- -----------------------
As of September 30, 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.
12
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
--------------------------------------------------
Not Applicable
ITEM 5. OTHER INFORMATION
- ------- -----------------
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
Exhibit
Number Document
------ --------
31.0 Certification pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (attached hereto).
32.0 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(attached hereto).
13
SIGNATURES
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: November 17, 2003 By:/s/ Steve D. Zamzow
--------------------------------------
Steve D. Zamzow, President & CEO
Dated: November 17, 2003 By:/s/ Mike Dick
--------------------------------------
Mike Dick, Controller
Exhibit 31.0
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Steve D. Zamzow, 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 consolidated 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-15(e) and 15d-15(e)) for
the registrant and I have:
a. designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under my
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made
known to me 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 and presented in this report my
conclusions about the effectiveness of the disclosure control and
procedures, as of the end of the period covered by this report
based on such evaluation: and
c. disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting; and
5. I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
functions):
a. all significant deficiencies and material weaknesses in the
design or operation of internal controls over financial reporting
which are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and
b. any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Dated: November 17, 2003 By:/s/ Steve D. Zamzow
-----------------------------
Steve D. Zamzow, President and CEO
Exhibit 32.0
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of W W Capital Corporation
(the "Company") for the period ending September 30, 2003 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Steve
D. Zamzow, President and Chief Executive Officer of the Company, certify, based
on my knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: November 17, 2003 By:/s/ Steve D. Zamzow
--------------------------------------
Steve D. Zamzow, President and CEO