U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] 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. 2-71164
WESTERN MEDIA GROUP CORPORATION
(Exact name of small business issuer as specified in its charter)
Minnesota 41-1311718
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
11900 Wayzata Blvd., Suite 100, Hopkins, MN
(Address of principal executive offices)
(612)-512-1851
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the issuer
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ ] No [ X ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13, or 15(d) of the
Exchange Act subsequent to the distribution of securities under
a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's
classes of common equity, as May 23, 2000: 24,993,100 shares
of common stock.
Transitional Small Business Format: Yes [ ] No [ X ]
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FORM 10-QSB
WESTERN MEDIA GROUP CORPORATION
INDEX
Page
PART I. Financial Information 2
Financial Statements 3
Balance Sheets - March 31, 2000 and 3
December 31, 1999
Statements of Operations - Three Months 4
Ended March 31, 2000 and 1999
Statements of Stockholders' Equity (Deficit) - 5
Year Ended December 31, 1999, and
Three Months Ended March 31, 2000
Statements of Cash Flows - Three Months 6
Ended March 31, 2000 and 1999
Notes to Financial Statements 7
Management's Discussion and Analysis of 8
Financial Condition and Results of
Operations
PART II. Other Information 8
Signatures 9
2
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PART I.
Financial Information
WESTERN MEDIA GROUP CORPORATION
BALANCE SHEETS
March 31, December 31,
2000 1999
ASSETS
Current assets:
Cash $ 7,321 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 33,779 $ 87,149
Note payable and accrued interest -
related party - 18,681
Amount due to former officer 10,000 22,710
Total current liabilities 43,779 128,540
Stockholders' equity (deficit):
Common stock: $.01 par value; 25,000,000
shares authorized; issued and outstanding
24,993,100 and 11,993,100 shares, respectively 249,931 119,931
Additional paid-in capital 651,189 737,314
Subscription receivable (8,000) -
Accumulated deficit (929,578) (985,785)
Total stockholders' equity (deficit) (36,458) (128,540)
Total liabilities and
stockholders' equity (deficit) $ 7,321 $ -
See notes to financial statements.
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WESTERN MEDIA GROUP CORPORATION
STATEMENTS OF OPERATIONS
Three Months Ended
March 31,
2000 1999
Revenues $ - $ -
Administrative expenses (1,054) -
Income tax expense (benefit) - -
Operating income (loss) (1,054) -
Other income:
Debt forgiveness 57,261 -
Net income (loss) 57,261 -
Other comprehensive income (loss) - -
Comprehensive income (loss) $ 56,207 $ -
Basic earnings (loss) per share $ - $ -
Weighted average number of
shares outstanding 14,135,957 11,993,100
See notes to financial statements.
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WESTERN MEDIA GROUP CORPORATION
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Common Stock Additional
Number of Paid-In Subscription Accumulated
Shares Amount Capital Receivable Deficit Total
<S> <C> <C> <C> <C> <C> <C>
January 1, 1999 11,993,100 $ 119,931 $ 737,314 $ - $ (985,785) $(128,540)
Net income (loss) - - - - - -
December 31, 1999 11,993,100 $ 119,931 $ 737,314 $ - $ (985,785) $(128,540)
Stock issuance on
March 16, 2000 in
settlement of indebtedness
to former officer 1,000,000 10,000 - - - 10,000
Stock issuance on
March 16, 2000 at $.003
per share, net of issuance
costs of $2,125 12,000,000 120,000 (86,125) (8,000) - 25,875
Net income (loss):
January 1, 2000 to
March 31, 2000 - - - - 56,207 56,207
March 31, 2000 24,993,100 $ 249,931 $ 651,189 $(8,000) $ (929,578) $ (36,458)
</TABLE>
See notes to financial statements.
5
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WESTERN MEDIA GROUP CORPORATION
STATEMENTS OF CASH FLOWS
Increase (Decrease) In Cash
Three Months Ended
March 31,
2000 1999
Cash flows from operating activities:
Net income (loss) $ 56,207 $ -
Adjustments to reconcile net income (loss)
to cash flows from operating activities:
Debt forgiveness (57,261) -
Accounts payable and other current liabilities (17,500) -
Cash flows from operating activities (18,554) -
Cash flows from financing activities:
Issuance of common stock, net 25,875 -
Cash flows from investing activities - -
Increase (decrease) in cash 7,321 -
Cash:
Beginning of year - -
End of year $ 7,321 $ -
Supplemental cash flow information:
Interest paid $ - $ -
Income taxes paid $ - $ -
SUMMARY OF NON CASH ACTIVITY:
On March 16, 2000, the Company entered into a settlement
agreement with a former officer and a company controlled by this
former officer resulting in debt forgiveness of $21,391. This
agreement also provided for the issuance of 1,000,000 shares of
common stock in settlement of $10,000 owed to this former
officer.
An $8,000 subscription receivable was entered into with respect
to the subscription agreement for 12,000,000 shares of common
stock issued on March 16, 2000. This subscription was collected
on May 3, 2000.
The Company's former auditors forgave any amounts owed to them
resulting in debt forgiveness of $5,000. The Company settled a
$48,370 judgment for $17,500 resulting in debt forgiveness of
$30,870.
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WESTERN MEDIA GROUP CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2000 and December 31, 1999
NOTE 1 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared
by the Company without audit. In the opinion of
management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows
at March 31, 2000 and 1999 and for all periods presented
have been made.
Certain information and footnote disclosures normally
included in financial statements prepared in accordance
with generally accepted accounting principles have been
condensed or omitted. It is suggested that these
condensed financial statements be read in conjunction
with the financial statements and notes thereto included
in the Company's December 31, 1999, audited financial
statements. The results of operations for periods ended
March 31, 2000 an 1999 are not necessarily indicative of
the operating results for the full years.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATION
Results of Operations
Three Month periods Ended March 31, 2000 and 1999.
The Company had no revenues from continuing operations for the
three-month periods ended March 31, 2000 and 1999. General and
administrative expenses of $1,054 for the three-month period
ended March 31, 2000, consisted of general corporate
administration, legal and professional expenses, and accounting
and auditing costs. The Company had no such expenses for the
same period in 1999. Non cash activity resulted in debt
forgiveness of $57,261 for the three month period ended March 31,
2000. The Company had no such non cash activity or debt
forgiveness for the same period in 1999. As a result of the
foregoing factors, the Company did realize a comprehensive gain
of $56,207 for the three month period ended March 31, 2000. The
Company had no such gain or loss for the same period in 1999.
Liquidity and Capital Resources
At March 31, 2000, the Company had working capital deficit of
$36,458, lower from the working capital deficit of $128,540 at
December 31, 1999. In February 2000, the Company sold 12,000,000
shares of common stock to a private investor for $36,000 in cash.
In addition, the Company settled in March 2000, all of its
outstanding liabilities at calendar year end through the issuance
of 1,000,000 shares of common stock valued at $10,000 and payment
of $32,500 in cash. As a result of this subsequent financing and
reduction in liabilities, management believes that the Company
has sufficient cash to fund its limited operations through the
next calendar year. However, there can be no assurances to that
effect, as the Company has no significant revenues and the
Company's need for capital may change dramatically if it acquires
an interest in a business opportunity during that period. The
Company's current operating plan is to (i) handle the
administrative and reporting requirements of a public company,
and (ii) search for potential businesses, products, technologies
and companies for acquisition. At present, the Company has no
understandings, commitments or agreements with respect to the
acquisition of any business venture, and there can be no
assurance that the Company will identify a business venture
suitable for acquisition in the future. Further, there can be no
assurance that the Company would be successful in consummating
any acquisition on favorable terms or that it will be able to
profitably manage any business venture it acquires.
PART II.
OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
In February 2000, Patrick L. Riggs purchased 12,000,000 shares of
common stock from the Company for $0.03 per share or $36,000. At
the time of the transaction, Mr. Riggs was knowledgeable about
the Company, sophisticated and had access to comprehensive
information about the Company. Following the transaction, Mr.
Riggs became an officer and director of the Company. No broker
was involved in the transaction and no sales commission was paid
to any person. The shares were issued in reliance upon Section
4(2) of the Securities Act. A legend was placed on the
certificates stating that the securities were not registered
under the Securities Act and set forth restrictions on their
transferability and sale.
At March 16, 2000, the Company was indebted to Thomas K. Scallen,
a former officer and director of the Company, in the amount of
$41,391, which represented advances made to or on behalf of the
Company from 1991 through 1999. The Company settled the debt
through a cash payment of $10,000 and the
8
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issuance of 1,000,000 shares of common stock to Mr. Scallen
valued at $0.01 per share or $10,000. At the time of the
transaction, Mr. Scallen was knowledgeable about the Company,
sophisticated and had access to comprehensive information about
the Company. No broker was involved in the transaction and no
sales commission was paid to any person. The shares were issued
in reliance upon Section 4(2) of the Securities Act. A legend
was placed on the certificates stating that the securities were
not registered under the Securities Act and set forth
restrictions on their transferability and sale.
Exhibits and Reports on Form 8-K:
Reports on Form 8-K: None
Exhibits: Included only with the electronic filing of this
report is the Financial Data Schedule for the three month period
ended March 31, 2000 (Exhibit ref. No. 27).
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
WESTERN MEDIA GROUP
CORPORATION
Date: June 14, 2000 By:/s/ George W.Fredericks, President
Chief Executive Officer
Date: June 14, 2000 By:/s/ Patrick L. Riggs, Vice President
Chief Financial Officer
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