SEC Comment Letter for WESTERN MEDIA GROUP CORP (CIK 0000225501) — Jul 19, 2005
WESTERN MEDIA GROUP CORP (CIK 0000225501)
Date: July 19, 2005 · CIK: 0000225501 · Accession: 0000000000-05-037070
AI Filing Summary & Sentiment
File numbers found in text: 001-31771
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Mail Stop 3561
June 23, 2005
Mr. James Rose
Vice President and Principal Financial Officer
Western Media Group Corporation
11 Oval Drive
Suite 200B
Islandia, NY 11749
Re: Western Media Group Corporation
Form 10-KSB for Fiscal Year Ended December 31, 2004
Filed April 15, 2005
Form 10-QSB for Fiscal Quarter Ended March 31, 2005
File No. 001-31771
Dear Mr. Rose:
We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-KSB for Fiscal Year Ended December 31, 2004
Report of Independent Registered Public Accounting Firm
1. We note that your financial statements only include a report
from
your independent registered public accounting firm that covers the
statements of income, cash flows and changes in stockholders`
equity
for the year ended December 31, 2004. In accordance with Item 310
(a) of Regulation S-B, please file an amended 10-KSB that also
includes a report from your independent registered public
accounting
firm that covers the statements of income, cash flows, and changes
in
stockholders` equity for the year ended December 31, 2003.
2. Further, we note that the first paragraph of the auditors`
report
is silent about the development stage cumulative data displayed in
the financial statements. Please revise to include a revised
report
of Jewett, Schwartz & Associates that addresses and opines upon
the
cumulative amounts required by subparagraphs 11b and 11c of SFAS
7.
3. We note that your principal executive offices are located in
Islandia, New York. Your auditors however issued their report
from
Hollywood, Florida. Please provide us with evidence demonstrating
that Jewett, Schwartz & Associates are qualified to practice
accounting within the State of New York.
Note 2 - Going Concern
4. In view of the uncertainties concerning your continued
existence
as a going concern, your future filings should contain a more
detailed description of your management`s specific viable plans
that
are intended to mitigate the effect of such conditions; and
management`s assessment of the likelihood that such plans can be
effectively implemented. Those elements of the plans that are
particularly significant or critical to overcoming your present
financial difficulties should be clearly identified and discussed.
Additionally, there should be a reasonably detailed discussion of
your ability or inability to generate sufficient cash to support
your
operations during the twelve month period following the date of
the
most recent balance sheet presented. The viable plan description
should be included in management`s discussion and analysis of
liquidity and in the footnotes to the financial statements. This
discussion should be updated quarterly as necessary.
* * * *
As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendments to expedite our review. Please furnish a cover
letter
with your amendments that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Adam Washecka, Staff Accountant, at (202)
551-
3375 or Joseph Kempf, Senior Staff Accountant, at (202) 551-3352
if
you have questions regarding comments on the financial statements
and
related matters. Please contact me at (202) 551-3810 with any
other
questions.
Sincerely,
Larry Spirgel
Assistant Director
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Mr. James Rose
Western Media Group Corporation
June 23, 2005
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