As filed with the Securities and Exchange Commission on November 14, 2001
Registration
No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WESTERN MEDIA GROUP CORPORATION
-----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Minnesota 41-1311718
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(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
69 Mall Drive, Commack, New York 11725
-----------------------------------------------------
Address of Principal Executive Offices) (Zip Code)
917-626-6516
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
7,420,000 Shares of Common Stock Issuable Under Consulting Agreements and
Options Which May be Granted Thereunder
----------------------------------------------------------------
Munish K. Rametra, Esq.,
Western Media Group Corporation
69 Mall Drive, Commack, New York 11725
(917) 626-6516
-----------------------------------------------
(Name, address and telephone number,
including area code of agent for
service of process)
Copy to:
Darren L. Ofsink, Esq.
Guzov, Steckman & Ofsink, LLC
600 Madison Avenue, 22nd Floor
New York, New York 10022
(212) 371-8008
CALCULATION OF REGISTRATION FEE
Title of each Proposed maximum Proposed maximum Amount of
class of securities Amount to be offering price aggregate offering registration
to be registered registered (1) per share (4) price (4) fee (6)
- -----------------------------------------------------------------------------------------------
Common Stock, $.001 2,640,000 (2) $ .02 $52,800 $ 13.20
par value
Common Stock, $.001 1,380,000 (3) $ .05 $69,000 $ 17.25
par value
Common Stock, $.001 2,200,000 (2) $ .02 $44,000 $ 11.00
par value
Common Stock, $.001 1,200,000 (3) $ .05 $60,000 $ 15.00
par value
TOTALS 7,420,000 $ 56.45
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<FN>
(1) This filing registers up to 7,420,000 shares of our common stock, reserved
for issuance under consulting agreements, between us and certain individuals. We
are also registering additional shares which may be issued if a stock dividend,
stock split, recapitalization or other similar event affects our Common Stock.
(2) 1,440,000 shares are issuable to Munish K. Rametra, pursuant to a consulting
agreement agreed to when the Common Stock was $.02 per share. Mr. Rametra will
also receive an option to purchase 1,200,000 shares of Common Stock. The option
has an exercise price of $.02 per share and will vest eight months after the
commencement of the consulting agreement. 1,200,000 shares are issuable to James
Rose, pursuant to a consulting agreement agreed to when the Common Stock was
$.02 per share. Mr. Rose will receive an option to purchase 1,000,000 shares of
Common Stock, with an exercise price of $.02 per share. The option will vest
eight months after the consulting agreement's effective date.
(3) 1,380,000 shares are issuable to Ray Vuono, pursuant to a consulting
agreement agreed to when the Common Stock was $.05 per share. Mr. Vuono will
also receive an option to purchase 1,200,000 shares of Common Stock. The option
will have an exercise price of $.05 per share and will vest eight months after
the commencement of the consulting agreement's effective date.
(4) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the Securities
Act.
(5) We are also registering the same 7,420,000 shares for reoffering by the
recipients of our Common Stock under the consulting agreements.
(6) Pursuant to Rule 457(h)(3), no additional fee is required to be paid with
respect to the shares offered pursuant to the consulting agreements. These
shares shall be offered for resale under the reoffer prospectus in this
Registration Statement.
</FN>
Approximate Date of Commencement of Proposed Sales
Under the Consulting Agreements
-------------------------------------------------------------------------------
As soon as practicable after the effective date of this Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The following reoffer prospectus, filed as part of our registration
statement, has been prepared in accordance with the requirements of Part I of
Form S-3. Pursuant to General Instruction C of Form S-8, it may be used for
reofferings and resales of Western Media Group Corporation Common Stock which
has been, or which will be issued, or which will be subject to issuance upon the
exercise of options to be granted under consulting agreements between us and
certain individuals.
REOFFER PROSPECTUS
WESTERN MEDIA GROUP CORPORATION
69 Mall Drive
Commack, New York 11725
(917) 626-6516
THE OFFERING
This prospectus relates to an aggregate of up to 7,420,000 shares of
our $.001 par value Common Stock issued or issuable under consulting agreements
between us an certain individuals. This prospectus addresses the reoffer and
resale of those shares by the Selling Securityholders, listed on page 11, some
of whom may be deemed affiliates, as that term is defined in Rule 405 of the
Securities Act of 1933, as amended.
We will not receive any proceeds from the sale of Common Stock. We
will, however, receive funds upon the exercise of options, should they be issued
and exercised.
Shares of Common Stock offered
by Selling Securityholders..................... Up to 7,420,000
Offering price................................... The selling securityholders
may offer the shares for
sale in the over-the-counter
market. They may also be
offered at prices and at
terms then prevailing or at
prices related to the then
current market price. They
may also be offered in
privately negotiated
transactions. On November 7,
2001, the closing sales
price of our Common Stock on
the over-the-counter
Bulletin Board was $.15.
Over-the-counter Bulletin Board Symbol............. Our Common Stock trades on
the over-the- counter
Bulletin Board under the
symbol "WMGC."
PURCHASE OF THESE SECURITIES INVOLVES MATERIAL RISKS. SEE "RISK FACTORS" SET
FORTH ON PAGE 6.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is November 14, 2001
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TABLE OF CONTENTS
Prospectus Summary.............................................................4
The Company....................................................................4
Incorporation of Certain Documents by Reference................................5
Risk Factors...................................................................6
WE HAVE A LIMITED OPERATING HISTORY ON WHICH TO EVALUATE OUR CURRENT
PROSPECTS.................................................................6
WE MAY HAVE OUTSTANDING LIABILITIES ABOUT WHICH OUR PRESENT MANAGEMENT IS
UNAWARE...................................................................6
SUCCESS OF OUR BUSINESS PLAN DEPENDS IN LARGE PART UPON THE CONSUMMATION OF
ACQUISITIONS..............................................................6
WE MAY BE SUBJECT TO UNCERTAINTY IN THE COMPETITIVE ENVIRONMENT OF
ACQUISITION TARGETS.......................................................7
WE HAVE LIMITED RESOURCES AND ONLY ONE PRESENT SOURCE OF LIMITED
REVENUES..................................................................7
OUR AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31,
2000 CONTAIN "GOING CONCERN" LANGUAGE.....................................7
WE MAY NEED ADDITIONAL FINANCING IN ORDER TO EXECUTE OUR BUSINESS
PLAN......................................................................7
ADDITIONAL FINANCING MAY NOT BE AVAILABLE TO US IF NEEDED.................7
WE ARE UNABLE TO ASCERTAIN RISKS RELATING TO THE INDUSTRY AND NATURE OF
UNIDENTIFIED ACQUISITION TARGETS..........................................8
WE MAY PURSUE A MERGER WITH AN ACQUISITION TARGET OPERATING OUTSIDE THE
UNITED STATES: SPECIAL ADDITIONAL RISKS RELATING TO DOING BUSINESS IN A
FOREIGN COUNTRY...........................................................8
REGULATORY AND STATUTORY OBSTACLES MAY HINDER OUR ATTRACTIVENESS TO
ACQUISITION CANDIDATES THE UNCERTAIN STRUCTURE OF ACQUISITIONS MAY RESULT
IN RISKS RELATING TO THE MARKET FOR OUR COMMON STOCK......................8
TAXATION CONSIDERATIONS MAY IMPACT THE STRUCTURE OF AN ACQUISITION AND
POST-ACQUISITION LIABILITIES..............................................8
WE CURRENTLY DEPEND UPON A SINGLE DIRECTOR AND TWO EXECUTIVE
OFFICERS..................................................................9
OUR TWO EXECUTIVE OFFICERS AND DIRECTOR HAVE LIMITED EXPERIENCE...........9
ONE STOCKHOLDER CURRENTLY OWNS A MAJORITY OF OUR COMMON STOCK.............9
WE DO NOT EXPECT TO PAY CASH DIVIDENDS....................................9
LISTING ON OTC BULLETIN BOARD; LIMITED TRADING MARKET.....................9
THERE EXIST RISKS TO STOCKHOLDERS RELATING TO DILUTION: AUTHORIZATION OF
ADDITIONAL SECURITIES AND REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING
AN ACQUISITION............................................................9
WE ARE AUTHORIZED TO ISSUE FIVE MILLION SHARES OF AN "UNDESIGNATED" CLASS
OF STOCK.................................................................10
Use of Proceeds...............................................................10
Determination of Offering Price...............................................10
Dilution......................................................................10
Selling Securityholders.......................................................11
Plan of Distribution..........................................................12
Description of Securities to be Registered....................................12
Legal Matters.................................................................12
Experts.......................................................................12
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT
WESTERN MEDIA GROUP CORPORATION THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS
PROSPECTUS. YOU MAY REQUEST A COPY OF ALL DOCUMENTS THAT ARE INCORPORATED BY
REFERENCE IN THIS PROSPECTUS BY WRITING OR TELEPHONING US AT THE FOLLOWING
ADDRESS: WESTERN MEDIA GROUP CORPORATION, ATTENTION: MUNISH RAMETRA, ESQ., 69
MALL DRIVE, COMMACK, NEW YORK 11725, 917-626-6516. COPIES OF ALL DOCUMENTS
REQUESTED WILL BE PROVIDED WITHOUT CHARGE (NOT INCLUDING THE EXHIBITS TO THOSE
DOCUMENTS, UNLESS THE EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THOSE DOCUMENTS OR THIS PROSPECTUS).
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more
detailed information appearing elsewhere in this prospectus. It is also
qualified by the more detailed information appearing in the documents and
information incorporated herein by reference. This prospectus contains
forward-looking statements which involved risks and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking
statements. Some of the factors which could cause such variance are set forth
under "Risk Factors" in this prospectus. The information contained in this
prospectus is accurate only as of the date of this prospectus, regardless of the
time of delivery of this prospectus or of any sale of our Common Stock. In this
prospectus, references to the "Company," "Western Media," "we," "our" and "us"
refer to Western Media Group Corporation.
THE COMPANY
Western Media is a Minnesota company. In the past, it has operated in
different businesses. Those business were liquidated by 1992, leaving us with no
operating businesses. Recently, we have begun to seek to acquire privately held
operating businesses in exchange for our Common Stock. Given general economic
conditions and shortages of available capital, we believe there are numerous
entities seeking the benefits of being a public corporation. Such perceived
benefits include: facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for the principals of a business
and creating a means for providing incentive stock options or similar benefits
to key employees.
In October, 2000, we acquired 100% of K-Rad Konsulting, LLC, which
became our wholly owned subsidiary. K-Rad is in the business of providing
computer network and software system consulting, installation and maintenance
services. K-Rad began doing business in February, 2000 and, to date, has had
limited revenues.
Other than the K-Rad acquisition, our activities have been limited to
maintaining the corporation and seeking potential acquisition candidates. We
have entered into letters of intent with two other acquisition candidates:
WhyldWeb Productions, Inc. and Med-Link USA, Inc. Notwithstanding our letters of
intent, there is no guarantee these acquisitions will be consummated.
WhyldWeb is a holding company for three other companies. Together,
these companies offer information technology solutions to small and medium sized
businesses, including, but not limited to technology consulting services,
development and licensing of Internet applications, custom
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programming, Internet marketing strategies and software and electronic
components. While our sole Director and President has experience in the
businesses of computer network and software systems consulting, installation and
maintenance, he does not have extensive experiences in all the areas in which
WhyldWeb operates. Therefore, we will be dependent upon WhyldWeb's management.
As proposed, when our acquisition of WhyldWeb is complete, its management will
assume management of Western Media. At that time, it will appoint its own
designees to our Board of Directors.
Med-Link provides a full service communication network to physicians,
hospitals and labs, including a Virtual Private Network, Voice-mail and
Answering Service. The Virtual Private Network is an Internet based application
that allows physicians, from any location with a computer and Internet service,
to obtain information, from other physicians, hospitals and laboratories,
concerning their patients. This allows a better flow of information between the
relevant components of the health system and, importantly, faster reaction times
for patient care. Med-Link's voice-mail system allows patients multiple options,
including call forwarding, forwarding to an operator at a call center or simply
leaving their physician a message. Med- Link's answering service offers a
messaging center with trained and medically knowledgeable personnel. These
persons are able to locate physicians using e-mail, fax, alpha paging or
telephone. Med-Link's services utilize fiber optic communication technologies
offered by Cablevision Lightpath.
We may pursue additional acquisition targets in the future. Potential
acquisition targets may exist in many different industries and companies may be
at various stages of development. These factors may make comparative analysis of
acquisition targets difficult. We also have insufficient capital with which to
provide the owners of acquisition targets significant cash or other assets. We
believe, however, that we will be able to offer acquisition target owners an
opportunity to acquire an ownership interest in a public company at
substantially lower cost than a initial public offering. We have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of an
acquisition target. It is impossible to predict the business prospects for the
businesses in which we might choose to become engaged. Such business may need to
seek additional capital, may desire to have their shares publicly traded, or may
seek other perceived advantages which we may offer.
This registration statement registers up to 7,420,000 shares. While
certain consultants and officers will be entitled, in aggregate, to 4,020,000
shares of Western Media Common Stock, these shares will not all be issued at
once. Seventy five percent of these shares will be issued to these individuals
upon approval of their compensation agreements by Western Media's Board of
Directors and the filing of this registration statement. Eight months after the
commencement of the term of their consulting agreements, they will receive the
additional twenty five percent of these shares, along with options to purchase
additional shares, unless their agreements are terminated, by Western Media,
prior to that date.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement on Form S-8 that
we filed with the SEC in accordance with the requirements of Part I of Form S-3
and General Instruction C of the Instructions to Form S-8. The SEC allows this
filing to "incorporate by reference" information we previously filed. This means
we can disclose important information to you by referring you to other documents
filed with the SEC. Information incorporated by reference is considered part of
this prospectus. Information we file later will automatically update and (may)
supercede this information. For further information about Western Media Group
Corporation and the securities being offered, refer to the registration
statement and following documents incorporated by reference:
. Our annual report on Form 10-KSB for the fiscal year ended December 31,
2000;
. Our quarterly report on Form 10-QSB for the period ended June 30, 2001.
. Our quarterly report on Form 10-QSB for the period ended March 31, 2001.
. Our quarterly report on Form 10-QSB for the period ended September 30,
2001.
. All documents that we file pursuant to Section 15(d) of the Exchange Act
after the date of this prospectus, and prior to the filing of a
post-effective amendment that indicate all securities offered hereby have
been sold, or that deregisters all securities then remaining unsold.
We will provide, without charge, to each person to whom a copy of
this prospectus is delivered, on written or oral request, a copy of any and all
of the information that has been incorporated by reference into the registration
statement (other than exhibits to such information unless such exhibits are
specifically incorporated by reference into the information that the
registration statement incorporates). Written or oral requests for such
information should be directed to: Munish K. Rametra, Esq., 69 Mall Drive,
Commack, New York 11725, 917-626-6516.
We have not authorized any person to give any information or to make
any representations in connection with the sale of the shares by the Selling
Securityholders other than those in this prospectus. You should not rely on any
information or representations in connection with such
-5-
sales other than the information or representations in this prospectus. You
should not assume that there has been no change in our affairs since the date of
this prospectus or that the information in this prospectus is correct as of any
time after its date. This prospectus is not an offer to sell or a solicitation
of an offer to buy shares, in any state, or under any circumstances in which
such an offer or solicitation is unlawful.
Western Media Group Corporation is subject to the information
requirements of the Securities Exchange Act of 1934, as amended. In accordance
with the Exchange Act, we file annual, quarterly and special reports. We are not
required to file proxy statements. You may inspect and copy any document we file
at the SEC's public rooms at 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Midwest Regional Office, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60621. You may also purchase copies of our filings by writing to the
Public Reference Section of the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Information on the operation of the SEC'sPublic
Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Our SEC
filings are also available on the SEC's website at http://www.sec.gov.
RISK FACTORS
RISK FACTORS
In addition to other information in this prospectus, the following
should be carefully considered in evaluating Western Media Group Corporation and
its business, before purchasing the Common Stock offered herein. The risks and
uncertainties described below are not the only ones we face. Additional risks
and uncertainties presently unknown to us may impair our operations. Any of the
following risks could materially and adversely affect our business, our
financial condition or the results of our operations.
WE HAVE A LIMITED OPERATING HISTORY ON WHICH TO EVALUATE OUR CURRENT PROSPECTS
We were incorporated in July, 1977. The businesses we previously
operated were liquidated in the late 1980s and early 1990s. We became a
corporate shell in 1991 and remained a corporate shell through October 31, 2000.
On October 31, we acquired K-Rad Consulting, LLC. K- Rad is in the business of
providing computer network and software system consulting, installation and
maintenance services. K-Rad began doing business in February, 2000 and, to date,
has had limited revenues. Other than the acquisition of K-Rad, our activities
have been very limited. Essentially, we have been maintaining the corporation
and seeking potential acquisition candidates.
WE MAY HAVE OUTSTANDING LIABILITIES ABOUT WHICH OUR PRESENT MANAGEMENT IS
UNAWARE
Until 1991, we operated in several business lines through at least
five different subsidiaries. Our records are not complete with respect to all
transactions between 1977 and 1991, and very few corporate records exist for the
period 1992 through 1999. We understand that during the period 1992 - October,
2000, the company was dormant and did not engage in any business activity. While
we do not believe any material liabilities exist, it is possible such
liabilities do exist. For example, there may be presently unknown obligations by
us to pay monies, issue stock or perform specific actions under a contract.
While we do not believe any such liabilities exist, the incomplete record of
transactions makes assurance that none exist impossible.
SUCCESS OF OUR BUSINESS PLAN DEPENDS IN LARGE PART UPON THE CONSUMMATION OF
ACQUISITIONS
The success of our proposed plan of operation will depend, to a great
extent, on locating and consummating acquisitions. In these transactions, we
intend to exchange our Common Stock for all or part of the stock of a privately
held company or companies. These companies will become our wholly owned
subsidiary (or subsidiaries). After we have completed an acquisition, our
success will depend on a number of factors, particularly, the operations,
financial condition, and management of the acquired entity or entities. Our
management intends to seek companies with established operating histories. We
cannot assure we will successfully locate candidates with an established
operating history. In addition, if we complete an acquisition, our success will
largely depend on the skills of our acquired entity's management.
We have entered into letters of intent with two acquisition targets,
WhyldWeb Productions, Inc. and Med-Link USA, Inc. Notwithstanding our letters of
intent, there is no guarantee these acquisitions will be consummated.
WhyldWeb is a holding company for three other companies. Together,
they offer information technology solutions to small and medium sized
businesses, including, but not limited to technology consulting services,
development and licensing of Internet applications, custom programming, Internet
marketing strategies and software and electronic components. While our sole
Director and President has experience in the businesses of computer network and
software systems consulting, and installation and maintenance, he does not have
extensive experiences in all the
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areas in which WhyldWeb operates. Therefore, we will be dependent upon
WhyldWeb's management. As proposed, when our acquisition of WhyldWeb is
complete, its management will assume management of Western Media. At that time,
it will appoint its own designees to our Board of Directors.
Med-Link provides a full service communication network to physicians,
hospitals and labs including a Virtual Private Network, Voice-mail and Answering
Service. The Virtual Private Network is an Internet based application that
allows physicians, from any location with a computer and Internet service, to
obtain information, from other physicians, hospitals and labs concerning their
patients. This allows a better flow of information between the relevant
components of the health system and, importantly, faster reaction times for
patient care. Med- Link's voice-mail system allows patients multiple options,
including call forwarding, forwarding to an operator at a call center or simply
leaving their physician a message. Med-Link's answering service offers a
messaging center with trained and medically knowledgeable personnel. These
persons are able to locate physicians using e-mail, fax, alpha paging or
telephone. Med- Link's services utilize fiber optic communication technologies
offered by Cablevision Lightpath.
Neither our sole Director and President, nor any of WhyldWeb's
current management, has relevant experience servicing the medical industry. We
will be dependent on the skill of Med- Link's management for our business
success. As proposed, Med-Link would be entitled to appoint members to our Board
of Directors.
WE MAY BE SUBJECT TO UNCERTAINTY IN THE COMPETITIVE ENVIRONMENT OF ACQUISITION
TARGETS
If we succeed in making acquisitions, we will probably become subject
to intense competition in the business areas of our acquired companies. Many
industries have experienced rapid growth and have frequently attracted
competitors with substantial resources. In many cases, competitors seeking to
enter a particular segment of the market may have even greater financial,
marketing, technical, human and other resource capabilities than initial
industry participants. There can be no assurance that after an acquisition, we
will have the resources to compete effectively in the acquired company's
industry. This would be especially true if the acquired company were involved in
a high-growth industry, such as WhyldWeb's Internet and computer based
businesses.
WE HAVE LIMITED RESOURCES AND ONLY ONE PRESENT SOURCE OF LIMITED REVENUES
We have limited resources. At the present time, our only source of
revenues is K-Rad. We do not expect to earn any significant revenues until, at
the earliest, the acquisition of one or more companies. Moreover, there can be
no assurance that even if we are successful in acquiring a company, that
material revenues from its operations will result. There is no assurance,
moreover, that such company will be able to operate on a profitable basis. We
intend to avoid becoming an "Investment Company," under the Investment Company
Act of 1940. Therefore, we intend to only invest in a manner which will not
trigger Investment Company status. There can be no assurance that determinations
we will ultimately make will allow us to avoid Investment Company status.
OUR AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
CONTAIN "GOING CONCERN" LANGUAGE
Our independent auditor prepared a report for our financial
statements for the year ended December 31, 2000. The report states we have been
dependent upon the support of certain stockholders for the maintenance of our
corporate status and that these stockholders have provided all our working
capital. The independent auditor's report, therefore, concluded that if K-Rad
were not profitable and certain stockholders did not fund our necessary
expenses, we might not be able to continue as a going concern. A "going-concern"
opinion indicates that the financial statements are prepared assuming the
business will continue as a going-concern. Management is addressing the going
concern opinion with its business plan to seek profitable acquisition targets.
WE MAY NEED ADDITIONAL FINANCING IN ORDER TO EXECUTE OUR BUSINESS PLAN
We have had limited revenues to date. We will be entirely dependent
on our limited financial resources to implement our business objectives. While
we have executed two letters of intent, for two acquisitions, we will be paying
for these acquisitions with our Common Stock. There can be no
guarantee that these acquisitions will close. Moreover, there can be no
assurance that other potential acquisition candidates will not require our
payment, in cash. We cannot, therefore, ascertain, with any certainty, what will
be the precise capital requirements for successful execution of our business
plan. If our limited resources prove insufficient to implement our plan, due,
for example, to the size of the acquisition, we may have to seek additional
financing. And even if we are successful in completing an acquisition, we may
require additional financing for operations or our business growth.
ADDITIONAL FINANCING MAY NOT BE AVAILABLE TO US IF NEEDED
There can be no assurance additional financing, if needed, will be
available on acceptable terms. It may not be available at all. If additional
financing is necessary, but unavailable when needed, we may be have to abandon
certain of our plans. Any failure to secure necessary,
-7-
additional financing would have a material adverse effect on continued
development and/or growth of our businesses.
There are no current limitations on our ability to borrow funds to
increase our capital to effect acquisition(s). However, our limited resources
and lack of operating history will make it difficult to borrow funds. The amount
and nature of our borrowings will depend on, among other things, our capital
requirements, perceived ability to meet debt service on borrowings and
prevailing financial market and economic conditions. There can be no assurance
that debt financing, if sought, would be available on commercially acceptable
terms, given the best interests of our business. Our inability to borrow funds
to acquire companies or to generate funds for our businesses could have a
material, adverse effect on our financial condition and future prospects. Even
if debt financing is ultimately available, borrowings may subject us to risks
associated with indebtedness. These risks would include, among other things,
interest rate fluctuations and insufficiency of cash flow to pay principal and
interest. If these risks were realized, they could lead to a default. Moreover,
if a company we acquired already had borrowings, we might become liable for
them.
WE ARE UNABLE TO ASCERTAIN RISKS RELATING TO THE INDUSTRY AND NATURE OF
UNIDENTIFIED ACQUISITION TARGETS
There is no guarantee either of the companies with which we have
signed letters of intent will ultimately be acquired. While we expect to
consider other potential acquisitions in the future, we cannot, at this point,
evaluate the merits or risks of future acquisitions. We can neither predict the
industry in which an acquisition candidate might operate or risks of particular
companies. Although we will try to carefully evaluate risks inherent in a
particular company or industry, there can be no assurance we will properly
ascertain or assess all such risks.
WE MAY PURSUE AN ACQUISITION WITH AN ACQUISITION TARGET OPERATING OUTSIDE THE
UNITED STATES: SPECIAL ADDITIONAL RISKS RELATING TO DOING BUSINESS IN A FOREIGN
COUNTRY
We may acquire a company whose business operations, headquarters,
place of formation or primary place of business are outside the United States.
If we do so, we may face significant additional risks associated with doing
business in a foreign country. Language barriers, different presentations of
financial information, different business practices, cultural differences may
make it difficult to evaluate such a candidate. Moreover, business risks may
result from internal political situations, unfamiliar legal systems and/or
unclear applications of law. Prejudice against foreigners and corrupt practices
may heighten investment risks. Political and economic instability or shifts in
policies may exacerbate investment risks in foreign businesses.
REGULATORY AND STATUTORY OBSTACLES MAY HINDER OUR ATTRACTIVENESS TO ACQUISITION
CANDIDATES
We seek out companies desiring to become public companies which wish
to provide liquidity to their shareholders. Frequently, these companies wish to
enhance their future ability to access the capital markets, without the risk and
expense of an initial public offering. Acquisitions, however, do not immediately
provide significant capital. An acquisition may create a surviving public
company which owns the assets and business of the acquisition target, usually in
a subsidiary. The acquisition target's shareholders end up with stock in the
public company. We believe our company will be attractive to potential
acquisition targets if our Common Stock is being quoted by dealers. Regulatory
and rule-making authorities have, however, taken steps to make it difficult to
enable shell corporations, i.e., those without substantial current business to
have dealer quotations for their securities. Regulatory authorities could take
action to block quotation by a dealer of our Common Stock.
THE UNCERTAIN STRUCTURE OF ACQUISITIONS MAY RESULT IN RISKS RELATING TO THE
MARKET FOR OUR COMMON STOCK
We may form one or more subsidiaries to help acquire a company. Under
certain circumstances, we may distribute the securities of subsidiaries to our
stockholders. There can be no assurance, however, that a market will develop for
the securities of any subsidiary distributed to stockholders. Moreover, there
can be no assurance as to what prices such securities might trade, if a market
does develop.
TAXATION CONSIDERATIONS MAY IMPACT THE STRUCTURE OF AN ACQUISITION AND
POST-ACQUISITION LIABILITIES
Federal and state tax consequences will, in all likelihood, be major
considerations in any acquisition we consider. The structure of an acquisition
or the distribution of securities to stockholders may determine whether and how
we, the target or our shareholders will be taxed. We will endeavor to structure
any transactions in which we engage to result in tax-free treatment,
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under applicable federal and state tax provisions, or, to at least minimize
federal and state tax consequences. We cannot, however, assure that an
acquisition will meet statutory requirements for a tax-free reorganization, or
that the parties will obtain a tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both parties to the
transaction.
WE CURRENTLY DEPEND UPON A SINGLE DIRECTOR AND TWO OFFICERS
Our ability to successfully complete an acquisition depends on the
efforts of our two Officers and our sole Director, who also serves as an
Officer. We have not obtained "key man" life insurance on our Officers or our
Director. If we were to lose the services of either Officer, this could have a
material, adverse effect on our ability to achieve our business objectives.
One of our Officers, and our sole director, Konrad Kim, is also
President of K- Rad. Therefore, he has conflicts of interest in allocating
management time between us and K-Rad. We will rely on Mr. Kim's and our other
Officer's expertise. We do not anticipate hiring additional personnel to assist
in consummating acquisitions. However, if additional personnel are required,
there can be no assurance we will be able to retain necessary, additional
personnel.
OUR TWO OFFICERS AND DIRECTOR HAVE LIMITED EXPERIENCE
Neither of our Officers has experience in buying and selling
businesses. While Western Media may be described as a "blind pool" or "blank
check" company, neither has extensive experience as a Director or Officer of
such a company.
ONE STOCKHOLDER CURRENTLY OWNS A MAJORITY OF OUR COMMON STOCK
DDR, Ltd. owns, in the aggregate, 78.3% of our outstanding Common
Stock. DDR, Ltd., therefore, has control over the outcome of all matters
submitted to the stockholders for approval. This includes not only election of
Directors, but also the decision whether to attempt to effect a merger or
acquisition.
WE DO NOT EXPECT TO PAY CASH DIVIDENDS
We do not expect to pay dividends, prior to completing an
acquisition. Payment of dividends, if any, will depend on our revenues and
earnings. It will also depend on capital requirements and our general,
post-acquisition financial condition. Payment of dividends, if any, will be
within the Board of Directors' discretion. We presently intend to retain all
earnings, if any, for use in our business operations. Accordingly, our Board
does not anticipate declaring dividends in the foreseeable future.
LISTING ON OTC BULLETIN BOARD; LIMITED TRADING MARKET
Our Common Stock is quoted on the over-the-counter Bulletin Board. It
has only a limited trading market. There can be no assurance that a more active
trading market will develop or, if it does develop, that it will be maintained.
No prediction can be made as to the effect, if any, that the sale of shares of
Common Stock or the availability of such securities for sale will have on the
market price of our Common Stock.
The trading price of our Common Stock is presently less than $5.00
per share. Therefore, trading in our Common Stock is subject to the requirements
of Rule 15g-9 promulgated under the Exchange Act. Under this rule,
broker-dealers who recommend such low-priced securities to persons other than
established customers and accredited investors must satisfy special sales
practice requirements. These requirement include the broker making an
individualized written suitability determination for the purchase. The broker
must also receive the purchaser's written consent prior to the transaction. Our
Common Stock is also subject to the Securities Enforcement Remedies and Penny
Stock Reform Act of 1990, which requires additional disclosure in connection
with any trades involving a stock defined as a "penny stock." Penny stocks are,
generally, any equity security not traded on an exchange or quoted on NASDAQ
that has a market price of less than $5.00 per share, subject to certain
exceptions. Trading requires the delivery, prior to any penny stock transaction,
of a disclosure schedule explaining the penny stock market and the associated
risks. Such requirements could severely limit the market liquidity of our Common
Stock and the ability of purchasers in this offering to sell their securities in
the market.
THERE EXIST RISKS TO STOCKHOLDERS RELATING TO DILUTION: AUTHORIZATION OF
ADDITIONAL SECURITIES AND REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING AN
ACQUISITION
Our certificate of incorporation authorizes the issuance of
95,000,000 shares of Common Stock. There are currently 83,500,690 authorized but
unissued shares of Common Stock available for issuance. We expect to issue a
substantial number of additional shares in connection with or following
acquisition transactions. The proposed transaction with WhyldWeb, for example,
calls for the issuance of 7,000,000 shares of our Common Stock. The proposed
transaction with Med-Link
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calls for the issuance of 2,000,000 shares of our Common Stock. If additional
shares of Common Stock are issued, our stockholders would experience dilution of
their respective ownership interests.
If we issue a substantial number of shares of Common Stock in
connection with, or following, an acquisition, a change in control may occur.
This could affect, among other things, our ability to utilize net operating loss
carry forwards, if we have any. The issuance of a substantial number of shares
of our Common Stock may adversely affect the prevailing market price, if any,
for our Common Stock. It could also impair our ability to raise additional
capital through the sale of our equity securities. We intend to use consultants
and third parties to provide services. Some consultants or third parties will be
paid in cash, stock, options or other of our securities. This could result in a
substantial, additional dilution to investors.
WE ARE AUTHORIZED TO ISSUE FIVE MILLION SHARES OF AN "UNDESIGNATED" CLASS OF
STOCK
Our certificate of incorporation authorizes us to issue of 5,000,000
shares of an undesignated class of stock. With respect to these shares, our
Board of Directors may make designations and define various powers, preferences,
rights, qualifications, limitations and restrictions, consistent with Minnesota
law. The Board of Directors is empowered, without stockholder approval, to issue
this stock with rights that could adversely affect the voting power or other
rights of the holders of Common Stock. In addition, the undesignated stock could
be utilized, under certain circumstances, as a method of discouraging, delaying
or preventing a change in control. We do not presently intend to issue any
shares of undesignated stock. Nevertheless, there can be no assurance we will
not do so in the future. As of this date, no shares of the undesignated stock,
are outstanding and no designation has been made as to any characteristics these
shares may have in the future.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements in this prospectus are considered forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are subject to the safe harbor provisions of the Reform
Act. Forward-looking statements may be identified by the use of terminology such
as may, will, expect, anticipate, intend, believe, estimate, should, or continue
or the negatives of these terms or other variations on these words or comparable
terminology. To the extent this prospectus contains forward-looking statements
regarding the financial condition, operating results, business prospects or any
other aspect of our company, our actual financial condition, operating results
and business performance may differ materially from that projected or estimated
by us in the forward-looking statements. We have attempted to identify, in
context, some of the factors that we believe may cause actual future experience
and results to differ from current expectations. Some of these include adverse
economic conditions, intense competition, including entry of new competitors,
the ability to obtain sufficient financing to support our operations, and
variations in costs, beyond our control. In addition, differences may be caused
by changes in capital expenditure budgets, inadequate capital, unexpected costs,
lower sales and net income, or higher net losses than forecasted. Changes in
financial condition, our potential inability to carry out our marketing and
sales plans, the possible loss of key executives, and other risks discussed in
or alluded to in this prospectus, may also cause actual results to vary from
projections.
USE OF PROCEEDS
We will not receive any proceeds of the sale of Common Stock being
registered. We will receive proceeds from the exercise of stock options issued
to consultants if those options vest and are exercised. The proceeds will be
used for working capital and general corporate purposes.
DETERMINATION OF OFFERING PRICE
We will not sell the shares being registered herein. They will be
sold by the Selling Securityholders. Therefore, these securities will be sold
at the market price, as of the date of sale, or such other price as may be
negotiated in a private sale. Our Common Stock is traded on the over-the-counter
Bulletin Board under the symbol "WMGC." On November 7, 2001 the reported closing
price for our Common Stock on the over-the-counter Bulletin Board was $.15.
DILUTION
Purchasers of Common Stock offered hereby will suffer an immediate
and substantial dilution in net tangible book value per share. Dilution is the
amount by which the offering price paid by the purchasers of the shares of
Common Stock will exceed the net tangible book value per share of Common Stock
after the offering. The net tangible book value per share of Common Stock is
determined by subtracting total liabilities from the total book value of the
tangible assets and dividing the difference by the number of shares of Common
Stock deemed to be outstanding on the date the book value is determined. As of
September 30, 2001, we had 11,499,310 shares of Common Stock issued and
outstanding with a net tangible book value of $41,231.00, or .0036 per
-10-
share. The following table sets forth the dilution (excess of assumed purchase
price per share over net tangible book value per share) to be incurred by
investors acquiring Common Stock. This dilution effect will not be reflected in
our financial statements.
Assumed Purchase Price (1) $ .15
Net tangible book value per share at $ .0036
September 30, 2000
Increase to net tangible book value (2) $0.00
per share attributable to the cash payments
made by purchasers of the shares being offered
Dilution to Purchasers of Common Stock $ .1464
Dilution to Purchasers as Percentage 97.6%
of Purchase Price
(1) Assumes a purchase price of $.15. The closing price of our common stock on
the over-the- counter Bulletin Board on November 7, 2001 was $.15.
(2) No increase to the net tangible book value of our shares will result from
this offering because we will not receive any proceeds from sales of the
securities registered under this statement.
SELLING SECURITYHOLDERS
The following table sets forth (1) the name and principal position
with Western Media of each selling securityholder, (2) the number of shares of
Common Stock each selling securityholder owned as of November 7, 2001, (3) the
number of shares of Common Stock acquired by each selling securityholder
pursuant to consulting agreements and being registered under this registration
statement, some or all of which shares may be sold pursuant to this prospectus,
and (4) the number of shares of Common Stock and the percentage of the total
shares of Common Stock outstanding to be owned by each selling securityholder
following this offering, assuming the sale pursuant to this offering of all
shares acquired by such selling securityholder pursuant to the consulting
agreements and registered under this registration statement.
The persons listed as selling shareholders may not have a present
intention of selling shares or, may offer less than the number of shares
indicated.
Shares Owned as of Shares Covered by Shares Owned After This Offering
Name and Position November 7, 2001 This Prospectus (2) Number Percentage (1)
- ----------------------- ------------------ ----------------- ---------- ----------
Munish K. Rametra, Esq. 1,080,000 (3) 2,640,000 1,080,000 9.4%
Consultant
Ray Vuono 1,035,000 (4) 2,580,000 1,035,000 9.0%
Consultant
James Rose 900,000 (5) 2,200,000 900,000 7.8%
Consultant
<FN>
(1) Based upon 11,499,310 shares outstanding on November 7, 2001.
(2) Includes shares to be issued pursuant to options under consulting agreements
which have not yet vested and will not vest in the next sixty days.
(3) Pursuant to an October 1, 2001 Consulting Agreement, Mr. Rametra is to
receive 1,440,000 shares of Common Stock. Seventy-five percent of those shares
are issuable upon the filing of this registration statement, and twenty five
percent are issuable on the eight month anniversary of the Consulting Agreement,
unless it is terminated prior to that date.
(4) Pursuant to an October 18, 2001 Consulting Agreement, Mr. Vuono is to
receive 1,380,000 shares of Common Stock. Seventy-five percent of those shares
are issuable upon the filing of this registration statement, and twenty five
percent are issuable on the eight month anniversary of the Consulting Agreement,
unless it is terminated prior to that date.
(5) Pursuant to an October 1, 2001 Consulting Agreement, Mr. Rose is to receive
1,200,000 shares of Common Stock. Seventy-five percent of those shares are
issuable upon the filing of this registration statement, and twenty five percent
are issuable on the eight month anniversary of the Consulting Agreement, unless
it is terminated prior to that date.
</FN>
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PLAN OF DISTRIBUTION
The Common Stock may be sold from time to time by the selling
securityholders or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the over-the-counter Bulletin Board or
otherwise at prices and on terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Common Stock may
be sold by one or more of the following methods: (a) a block trade in which the
broker or dealer so engaged will attempt to sell the shares as agent but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus; (c) ordinary
brokerage transactions and transactions in which the broker solicits purchases;
and (d) face-to-face transactions between sellers and purchasers without a
broker-dealer. In effecting sales, brokers or dealers engaged by the selling
securityholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from selling
securityholders in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers, and any other participating brokers or dealers, may be
deemed to be 'underwriters' within the meaning of the Securities Act, in
connection with such sales. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144, rather than pursuant to this prospectus. Western Media will not receive any
of the proceeds from the sale of these shares, although we have paid the
expenses of preparing this prospectus and the related registration statement.
The selling securityholders have been advised they are subject to applicable
provisions of the Securities Exchange Act of 1934, including, without
limitation, Rules 10b-5, 10b-6 and 10b-7, thereunder.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The Common Stock is one of two classes of capital stock that we are
authorized to issue. We are currently authorized to issue a maximum of
95,000,000 shares of Common Stock. $.001 par value per share, and a maximum of
5,000,000 shares of stock currently "undesignated" as to its characteristics,
rights and preferences. None of the "undesignated" stock has been issued or
assigned any characteristics, rights or preferences to date. The shares of
Common Stock are equal, in all respects, and there are 11,499,310 shares
outstanding, as of November 7, 2001.
Each holder of Common Stock is entitled to one vote for each share
held. There is no right to cumulate votes for the election of directors. This
means that the holders of 50% of the shares voting for the election of Directors
can elect 100% of the directors, if they choose to do so. The holders of the
remaining shares voting for the election of directors will not be able to elect
any person to our Board of Directors. The holders of our Common Stock have no
preemptive rights.
Shares of Common Stock are not redeemable and do not have conversion
rights. The shares of Common Stock to be issued and sold pursuant to this
prospectus, will be, when issued, fully paid and non-assessable. In the event of
dissolution, liquidation or winding up of Western Media, the assets then legally
available for distribution to the holders of our Common Stock will be issued
ratably among them. Issuance will be in proportion to the holders'
shareholdings, unless, at that time, another class of stock has been issued with
superior rights.
Holders of our Common Stock are entitled to dividends, when and if
declared by our Board of Directors, out of legally available funds. We have no
present intention to pay any dividends in the forseeable future. See "Risk
Factors."
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed
on by Guzov, Steckman & Ofsink, LLC, New York, New York.
EXPERTS
Callahan, Johnston & Associates, LLC, independent auditors, has
audited our consolidated financial statements as of December 31, 2000 and 1999
and for the years then ended, included in our Annual Reports on Form 10-KSB for
the year ended June 30, 2000, as set forth in their report, which are
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Callahan, Johnston & Associates, LLC's report, given on their
authority as experts in accounting and auditing.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with the General Instructions to Form S-8, as amended,
registrant has provided the following information required in this registration
statement, pursuant to which shares of registrant's Common Stock shall be
registered, including the necessary opinion and consents, which are attached
hereto as Exhibits 5, 23.1. and 23.2. Registrant will deliver a prospectus
meeting the requirements of Part I of Form S-8 and Rule 428 to all persons who
have consulting agreements with it which grant stock or options to the
consultant, in accordance with the requirements of Rule 428(b).
Item 3. Incorporation of Documents By Reference
- ------- ---------------------------------------
The following documents are incorporated by reference in this
registration statement, as of their respective dates:
(a) Registrant's annual report on Form 10-KSB for the fiscal year
ended December 31, 2000;
(b) Registrant's quarterly report on Form 10-QSB for the period ended
March 31, 2001;
(c) Registrant's quarterly report on Form 10-QSB for the period ended
June 30, 2001.
(d) Registrant's quarterly report on Form 10-QSB for the period ended
September 30, 2001.
(e) All documents that registrant files pursuant to Section 15(d) of
the Exchange Act, after the effective date of this registration statement, and
prior to the filing of a post- effective amendment that indicates all securities
offered hereby have been sold, or that deregisters all securities then remaining
unsold.
Any statement herein, or in a document incorporated or deemed
incorporated by reference, shall be deemed modified or superseded, for purposes
of this registration statement, to the extent that a statement contained herein,
or in any other subsequently filed document which also is or is deemed
incorporated by reference, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part hereof.
Item 4. Description of Securities
- ------- --------------------------
The Common Stock is one of two classes of capital stock we are
authorized to issue. We are currently authorized to issue a maximum of
95,000,000 shares of Common Stock, $.001 par value per share, and a maximum of
5,000,000 shares of stock currently "undesignated" as to its characteristics,
rights and preferences. None of the "undesignated" stock has been issued. None
has been assigned any characteristics, rights or preferences to date.
The shares of Common Stock are equal in all respects and there are
11,499,310 shares outstanding as of November 7, 2001.
Each holder of Common Stock is entitled to one vote for each share
held. There is no right to cumulate votes for the election of directors. This
means the holders of 50% of the shares voting for the election of Directors can
elect 100% of the directors, if they choose to do so. The holders of the
remaining shares voting for the election of directors will not be able to elect
any person to our Board of Directors. The holders of our Common Stock have no
preemptive rights.
Shares of Common Stock are not redeemable and do not have conversion
rights. The shares of Common Stock to be issued and sold pursuant to this
prospectus, will be, when issued, fully paid and non-assessable. If Western
Media is dissolved, liquidated or wound up, our assets then available for
distribution to the holders of our Common Stock will be issued ratably among
them. Issuance will be in proportion to the holders' shareholdings, unless, at
that time, another class of stock has been issued with superior rights.
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Holders of our Common Stock are entitled to dividends when and if
declared by our Board of Directors, out of legally available funds. We have no
present intention to pay any dividends in the forseeable future. See "Risk
Factors."
Item 5. Interests of Named Experts and Counsel
- ------- --------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
- ------- -----------------------------------------
Registrant is subject to Minnesota Statutes Chapter 302A. Minnesota
Statutes Section 302A.521 provides that a corporation may indemnify any person
made or threatened to be made a party to any proceeding by reason of the former
or present official capacity of such person against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements and reasonable expenses,
including attorneys' fees and disbursements, incurred by such person in
connection with the proceeding, if, with respect to the acts or omissions of
such person complained of in the proceeding, such person has not been
indemnified by another organization or employee benefit plan for the same
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255, if applicable, has
been satisfied; in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful; and in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation; or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.
As permitted by Section 302A.251 of the Minnesota Statutes, Article X
of registrant's articles of incorporation provides that we may indemnify any
person to the fullest extent permitted by law.
Article VIII of registrant's by-laws confers upon registrant the
discretion to indemnify any person, who is or was a director, officer, employee
or agent of the registrant, or any person who serves or who has served in any
capacity with any other enterprise at the request of the registrant. If the
Board so orders, registrant may indemnify such persons, in the manner and to the
extent determined by the Board, against expenses and liabilities reasonably
incurred by or imposed on them in connection with any proceedings to which they
have been or may be made parties, or any proceedings in which they may become
involved by reason of being or having been a director or officer of registrant,
or by reason of serving or having served another enterprise at the request of
registrant, whether or not in the capacities of directors or officers of
registrant at the time the expenses or liabilities are incurred. Registrant may
only indemnify persons who acted in good faith and in a manner they believe to
be in, or not opposed to, the best interests of registrant, except that, with
respect to criminal actions or proceedings, registrant may only indemnify
persons who had no reasonable cause to believe their conduct was unlawful.
Registrant's by-laws provide that it may not indemnify persons who
have been adjudged to be liable for negligence or misconduct in the performance
of their duties to registrant unless a court determines that, in view of all of
the circumstances of the case, such person is fairly and reasonably entitled to
indemnification.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of registrant pursuant to the foregoing provisions, or otherwise, registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy, as expressed in the Securities Act,
and is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by registrant of expenses incurred or paid
by a director, officer or controlling person of registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act, and will be governed by the final adjudication
of such issue.
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Item 7. Exemption from Registration Claimed
- ------- -----------------------------------
This item is not applicable to shares of Common Stock issuable under
options granted under consulting agreements not exercised as of the date hereof.
Restricted securities acquired under consulting agreements are being reoffered
or resold pursuant to this registration statement by certain selling
stockholders. These restricted securities were acquired by those selling
shareholders pursuant to exemptions from registration under Section 4(2) of the
Securities Act. The consultants receiving the Common Stock are intimately
familiar with registrant and its operations and have had access to all
registrant's Securities Act filings, books and records.
Item 8. Exhibits
- ------- --------
4.1 Consulting Agreement dated as of October 1, 2001 between the registrant
and Munish K. Rametra.
4.2 Consulting Agreement dated as of October 18, 2001 between the
registrant and Ray Vuono.
4.3 Consulting Agreement dated as of October 1, 2001 between the registrant
and James Rose.
4.4 Form of Stock Option under Consulting Agreements.
5.1 Opinion of Guzov, Steckman & Ofsink, LLC regarding the legality of the
Common Stock.
23.1 Consent of Callahan, Johnston & Associates, LLC.
23.2 Consent of Counsel.
Item 9. Undertakings
- ------- ------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to (i)
include any prospectus required by Section 10(a)(3) of the Securities Act; (ii)
reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in the Registration
Statement; and (iii) include any additional or changed material information on
the plan of distribution;
(2) that, for determining liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein.
The offering of such securities, at that time, shall be deemed the initial
offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy, as expressed
in the Act, and is, therefore, unenforceable. If a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel, the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification, by it, is
against public policy, as expressed in the Act. The registrant will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S- 8/S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Countyof Nassau in the State of New York on the 9th day
of November, 2001.
WESTERN MEDIA GROUP CORPORATION
By: /s/ Konrad S. Kim
------------------------------------
Konrad S. Kim, President and
Sole Director
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
Date: November 13, 2001 /s/ Konrad S. Kim
------------------------------------
Konrad S. Kim, President and
Sole Director
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