SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of event reported): October 31, 2000.
WESTERN MEDIA GROUP CORPORATION
(Exact name of registrant as specified in its charter)
Commission File No. 2-71164
Minnesota 41-1311718
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11900 Wayzata Blvd., Suite 100, Hopkins, MN 55305
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number: (612)-546-1332
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Change in Control Transaction
On October 31, 2000, Western Media Group Corporation, Pink
Sheet symbol WMGC ("Company") issued 9,000,000 shares of its
common stock to DDR, Ltd. ("DDR") in connection with certain
transactions contemplated under a Consulting Agreement dated
October 11, 2000 and Acquisition Agreement dated October 27, 2000
(collectively the "DDR Agreements"). These shares were issued
following a recapitalization of the Company in which the Company
increased the number of authorized shares to 100,000,000, par
value $0.001, consisting of 95,000,000 shares of common stock and
5,000,000 shares of preferred stock without designation as to
series, rights, or preferences, and a 1 for 10 reverse split in
the issued and outstanding common shares. The recapitalization
was approved at a meeting of the stockholders held on October 10,
2000. At the meeting, the stockholders also elected Patrick L.
Riggs and Raymond T. Minicucci as directors to serve until the
next annual meeting of stockholders and until their successors
are elected and qualified.
Under the DDR Agreements, DDR agreed to provide over a
period of one-year consulting services to the Company in
connection with private and public financing, securities broker
and investor relations, and mergers and acquisitions, including a
proposed acquisition of K-Rad Konsulting, LLC, of Huntington, New
York ("KKL") which was a wholly owned subsidiary of DDR. In
consideration for such services, the Company agreed to sell to
DDR 9,000,000 post-reverse split shares for $900. The DDR
Agreements also provide for the acquisition of KKL in exchange
for 100,000 shares of the Company's common stock. Pursuant to
the verbal agreement of the parties to modify the terms of the
written DDR Agreements, the Company issued 9,000,000 shares of
common stock to acquire all of the member interest in KKL from
DDR, and DDR agreed to continue to provide the consulting
services described in the DDR Agreements in consideration for the
benefits derived from the Company common stock issued to DDR.
The purchase price was determined through arms-length
negotiations between the Company and DDR on the basis of the net
assets of KKL and the goodwill associated with the business. The
owners of DDR, Dennis Helfman, Donald Helfman and Bita Azarieh
were not affiliated or associated with the Company or its
affiliates prior to the acquisition.
As a result of the reverse stock split and the transaction
with DDR, DDR acquired approximately 78.3% of the 11,499,310
shares of common stock of the Company outstanding on October 31,
2000.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 31, 2000, the Company acquired from DDR all of
the member interest in K-Rad Konsulting, LLC, as described under
Item 1, above. In connection with the transaction, the board of
directors of the Company appointed Konrad Kim as a director of
the Company.
2
<PAGE>
KKL is engaged in the business of providing computer network
and software system consulting, installation, and maintenance
services to businesses. KKL commenced business in February 2000,
and from February 10, 2000 through September 30, 2000, had an
unaudited net income of $40,493 on total revenue of $60,470.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements.
(a) Financial Statements.
It is impracticable for the Company to provide the required
historical financial statements of KKL at the time this report on
Form 8-K is filed. The Company proposes to file the required
financial statements as soon as they are available.
(b) Pro Forma Financial Information.
It is impracticable for the Company to provide the required
pro forma financial information at the time this report on Form 8-
K is filed. The Company proposes to file the required pro forma
financial information as soon as it is available.
(c) Exhibits. Copies of the following documents are included as
exhibits to this report pursuant to Item 601 of Regulation S-B.
Exhibit SEC Ref. Title of Document
No. No.
1 (10) Consulting Agreement with DDR, Ltd. dated
October 11, 2000
2 (2) Acquisition Agreement pertaining to K-Rad
Konsulting, LLC, dated October 27, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
Western Media Group Corporation
DATED: November 8, 2000 By: /s/ Patrick L. Riggs, President
3
<PAGE>
