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 June 30, 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 No.)
incorporation or organization)
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 June 30, 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 3
Financial Statements 3
Balance Sheets - June 30, 2000 and
December 31, 1999 3
Statements of Operations - Six Months and
Three Months Ended June 30, 2000 and 1999 4
Statements of Cash Flows - Six Months and
Three Months Ended June 30, 2000 and 1999 5
Notes to Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
PART II. Other Information 7
Signatures 8
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PART I.
Financial Information
WESTERN MEDIA GROUP CORPORATION
BALANCE SHEETS
June 30, December 31,
2000 1999
ASSETS
Current assets:
Cash $ 1,198 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 3,284 $ 87,149
Note payable and accrued interest -
related parties - 18,681
Amount due to former officer - 22,710
Total current liabilities 3,284 128,540
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 655,189 737,314
Accumulated deficit (907,206) (985,785)
Total stockholders' equity (deficit) (2,086) (128,540)
Total liabilities and
stockholders' equity (deficit) $ 1,198 $ -
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WESTERN MEDIA GROUP CORPORATION
STATEMENTS OF OPERATIONS
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Revenues $ - $ - $ - $ -
Administrative expenses (6,908) - (7,461) -
Income tax expense (benefit) - - - -
Operating income (loss) (6,908) - (7,461) -
Other income:
Debt forgiveness 28,779 - 86,040 -
Net income (loss) 21,871 - 78,579 -
Other comprehensive
income (loss) - - - -
Comprehensive income (loss) $ 21,871 $ - $ 78,579 $ -
Basic earnings (loss) per share $ - $ - $ - $ -
Weighted average number of
shares outstanding 24,993,100 11,993,100 19,498,595 11,993,100
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WESTERN MEDIA GROUP CORPORATION
STATEMENTS OF CASH FLOWS
Increase (Decrease) In Cash
Three Months Ended Six Months Ended
June 30, June 30,
2000 1999 2000 1999
Cash flows from operating activities:
Net income (loss) $ 21,871 $ - $ 78,579 $ -
Adjustments to reconcile net income (loss)
to cash flows from operating activities:
Debt forgiveness (28,779) - (86,040) -
Accounts payable and
other current liabilities (11,215) - (29,216) -
Cash flows from operating activities (18,123) - (36,677) -
Cash flows from financing activities:
Issuance of common stock, net 12,000 - 37,875 -
Cash flows from investing activities - - - -
Increase (decrease) in cash (6,123) - 1,198 -
Cash:
Beginning of year 7,321 - - -
End of year $ 1,198 $ - $ 1,198 $ -
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.
A $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 judgement for $17,500 resulting in debt
forgiveness of $30,870.
The Company's former attorney settled a $33,779 obligation for $5,000
resulting in debt forgiveness of $28,779.
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WESTERN MEDIA GROUP CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 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 June 30, 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
June 30, 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
Six Month periods Ended June 30, 2000 and 1999.
The Company had no revenues from continuing operations for the
six-month periods ended June 30, 2000 and 1999. General and
administrative expenses of $7,461 for the six-month period ended
June 30, 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 $86,040
for the six month period ended June 30, 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 $78,579 for the six month period
ended June 30, 2000. The Company had no such gain or loss for
the same period in 1999.
Liquidity and Capital Resources
At June 30, 2000, the Company had working capital deficit of
$2,086, 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, the Company's working capital deficit
substantially improved. The Company has not made any
arrangements to obtain additional capital to fund operations.
The only potential sources of capital to the Company are loans or
proceeds from the sale of common shares. Unless the Company can
obtain additional capital over the next several months, its
ability to continue in operation is doubtful. 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
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 six month period
ended June 30, 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: August 7, 2000 By: /s/ George W. Fredericks, President
Chief Executive Officer
Date: August 7, 2000 By: /s/ Patrick L. Riggs, Vice President
Chief Financial Officer
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