SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) January 23, 2002
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WESTERN MEDIA GROUP CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Minnesota 2-71164 41-1311718
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
69 Mall Drive, Commack, New York 11725
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Address of Principal Executive Offices) (Zip Code)
917-626-6516
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(Registrant's Telephone Number, Including Area Code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On January 23, 2002, Western Media Group Corporation (the "Company")
acquired the computers, servers, monitors, hubs, and other related equipment
listed in exhibit 1 below (the "Assets"), from Four J's Enterprises ("4J"). The
acquisition was made pursuant to a January 23, 2002 asset purchase agreement
(the "Agreement").
The purchase price for the Assets was 2,000,000 shares of the Company's
$.001 par value per share common stock. The purchase price paid for the Assets
was determined by arm's length negotiation between the parties taking into
account the value of the Assets and the value of the Company's common stock.
The Assets will be capitalized and depreciated over an estimated useful
life of 5 years using the straight line method. This will result in depreciation
expense of approximately $383,000 per year. The depreciation expense is based on
per share price of the Assets of $1,917,000, which was determined by the
average closing price at the Company's common stock for three days after and
three days before January 23, 2002 ($1.065) less a 10% discount due to the
restricted nature of the common stock conveyed.
There is no material relationship between 4J and the Company or any of
its affiliates, any director or officer of the Company, or any associate of any
such director or officer.
The Assets had been repossessed by 4J which is in the business of
financing the purchase of computer equipment. The Company plans to use the
Assets for its own operations as well as for the expansion of the operations of
wholly owned subsidiaries Med-Link USA, Inc. and K-Rad Konsulting, LLC
("K-Rad").
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.
K-Rad is a solution provider for Internet infrastructure. K-Rad's
mission is to provide fast and reliable technical assistance to clients. K-Rad
offers Internet infrastructure consulting for businesses using what it deems
reliable sources of technical help for their computers. K-Rad's offers three
main services: (1) Hourly Technical Aid; (2) Retainer contracts for specific
skills or systems; and (3) Project consulting corresponding to what industry
experts have identified as the primary opportunities in computer and software
consulting.
The foregoing description of the Agreement is qualified in its entirety
by reference to the full text of the Agreement, a copy of which is filed as an
exhibit to this report and incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Pro Forma Financial Information -- No pro forma financial information
required to be filed under Registration S-X.
(b) Exhibits
Exhibit SEC Ref. Title
1 (2) Asset Purchase Agreement
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: April 10, 2002 By: /s/ Konrad Kim, President
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