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 September 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
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 [X] No [ ]
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 September 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 - September 30, 2000 and 3
December 31, 1999
Statements of Operations - Nine Months and 4
Three Months Ended September 30, 2000 and 1999
Statements of Cash Flows - Nine Months and 5
Three Months Ended September 30, 2000 and 1999
Management's Discussion and Analysis of 7
Financial Condition and Results of Operations
PART II. Other Information 7
Signatures 8
2
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PART I.
Financial Information
WESTERN MEDIA GROUP CORPORATION
(A Development Stage Company)
BALANCE SHEETS
September 30, December 31,
2000 1999
ASSETS
Current assets:
Cash $ 125 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ - $ 87,149
Note payable and accrued interest -
related parties - 18,681
Amount due to former officer - 22,710
Total current liabilities - 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 660,112 737,314
Accumulated deficit (943,064) (943,064)
Surplus (deficit) accumulated during the
development stage 33,146 (42,721)
Total stockholders' equity (deficit) 125 (128,540)
Total liabilities and
stockholders' equity (deficit) $ 125 $ -
3
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WESTERN MEDIA GROUP CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Period From
Three Months Ended Nine Months Ended August 1, 1991
September 30, September 30, September 30,
2000 1999 2000 1999 2000
Revenues $ - $ - $ - $ - $ -
Administrative
expenses (2,712) - (10,173) - (52,894)
Income tax expense
(benefit) - - - - -
Operating income
(loss) (2,712) - (10,173) - (52,894)
Other income:
Debt forgiveness - - 86,040 - 86,040
Net income (loss) (2,712) - 75,867 - 33,146
Other comprehensive
income (loss) - - - - -
Comprehensive
income (loss) $ (2,712) $ - $ 75,867 $ - $ 33,146
Basic earnings
(loss) per share $ - $ - $ - $ - $ -
Weighted average
number of shares
outstanding 24,993,100 11,993,100 19,498,595 11,993,100 12,870,542
4
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WESTERN MEDIA GROUP CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Increase (Decrease) In Cash
<TABLE>
<CAPTION>
Period From
August 1, 1991
Three Months Ended Nine Months Ended To
September 30, September 30, September 30,
2000 1999 2000 1999 2000
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (2,712) $ - $ 75,867 $ - $ 33,146
Adjustments to reconcile net income (loss)
to cash flows from operating activities:
Debt forgiveness - - (86,040) - (86,040)
Accounts payable and
other current liabilities (3,284) - (32,500) - 8,743
Cash flows from operating activities (5,996) - (42,673) - (44,151)
Cash flows from financing activities:
Issuance of common stock, net 4,923 - 42,798 - 42,798
Cash flows from investing activities - - - - -
Increase (decrease) in cash (1,073) - 125 - (1,353)
Cash:
Beginning of period 1,198 - - - 1,478
End of period $ 125 $ - $ 125 $ - $ 125
Supplemental cash flow information:
Interest paid $ - $ - $ - $ - $ -
Income taxes paid $ - $ - $ - $ - $ -
</TABLE>
5
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WESTERN MEDIA GROUP CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Increase (Decrease) In Cash
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.
6
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATION
Results of Operations
Nine Month periods Ended September 30, 2000 and 1999.
The Company had no revenues from continuing operations for the
nine-month periods ended September 30, 2000 and 1999. General
and administrative expenses of $10,173 for the nine-month period
ended September 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 nine month period ended September
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 $75,867 for the nine month period ended September 30, 2000.
The Company had no such gain or loss for the same period in 1999.
Liquidity and Capital Resources
At September 30, 2000, the Company had working capital of $125.
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 nine month period
ended September 30, 2000 (Exhibit ref. No. 27).
7
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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: October 5, 2000 By: /s/ George W. Fredericks, President
Chief Executive Officer
Date: October 5, 2000 By: /s/ Patrick L. Riggs, Vice President
Chief Financial Officer
8
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