SEC Company Response from WESTERN MEDIA GROUP CORP (CIK 0000225501) — Jul 13, 2005
WESTERN MEDIA GROUP CORP (CIK 0000225501)
Date: July 13, 2005 · CIK: 0000225501 · Accession: 0001144204-05-021400
AI Filing Summary & Sentiment
File numbers found in text: 001-31771
Referenced dates: June 23, 2005
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[LETTERHEAD OF WESTERN MEDIA GROUP CORP]
Securities and Exchange Commission
Attn: Mr. Larry Spirgel- Assistant Director
Washington, D.C. 20549
Re: Western Media Group Corporation
Form 10-KSB for Fiscal Year Ended December 31, 2004
Form 10-QSB for Fiscal Quarter Ended March 31, 2005
File No. 001-31771
Dear Mr. Spirgel,
In response to you letter dated June 23, 2005, in conjunction with the
Company's Independent Auditors, Accountants, and Legal Counsel we have compiled
the following in response to your comments:
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 statement of income, cash flows, and changes in
stockholders' equity for the year ended December 31, 2003
Response 1:
The Form 10-KSB has been amended to include a report from our independent
registered public accounting firm which covers the statements of income, cash
flows, and changes in stockholders' equity for the year ended December 31, 2003.
In addition, we have attached a copy of the report and statements to this letter
as Exhibit A to facilitate your review.
11 Oval Drive
Suite 200B
Islandia, NY 11749
(631) 342-8800
(631) 342-8819
www.wmgcorp.com
<PAGE>
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 subparagraph 11b and 11c of SFAS 7.
Response 2:
The opinion has been revised to include the development stage
wording. To facilitate your review, a copy of the opinion has been
attached to this letter as Exhibit B.
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.
Response 3:
The audit of the Company's financial statements was performed
in accordance with the procedures required by professional standards
established by the Public Company Oversight Board of the Commission
and auditing standards generally accepted in the United States.
These standards and qualifications do not vary from state to state
and, accordingly, we believe that the audit satisfies the
requirements of the Commission. Rule SX 2-01 requires that an
accountant be licensed and in good standing under the laws of the
place of the accountant's residence or principal office. The rule is
silent as to whether or not the accountant's state or country of
licensure must coincide with the location of the registrant's
corporate offices or place where the registrant conducts its
principal operations.
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 to generate sufficient cash to support
your operations during the twelve month period following the date of the
11 Oval Drive
Suite 200B
Islandia, NY 11749
(631) 342-8800
(631) 342-8819
www.wmgcorp.com
<PAGE>
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.
Response 4:
The discussion under the heading, "Management's Discussion and Analysis"
has been revised to include a more detailed discussion of management's
plans. The financial statements provided were prepared in accordance with
the requirements of Professional Standard AU 341 as it relates to
reporting requirements for a company whose auditors have expressed
substantial doubt about its ability to continue as a going concern. A copy
of the pertinent paragraphs from the section is attached as Exhibit C to
facilitate your review.
In addition, the Company acknowledges the following:
- 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.
I hope the responses listed above adequately address all of your concerns
as stated in your June 23rd letter. Should you have any additional questions or
concerns please do not hesitate to contact me at (631) 342-8800.
Regards,
Jameson Rose
Chief Financial Officer
CC: Mr. Joseph Kempf, Senior Staff Accountant, SEC
Mr. Adam Washecka, Staff Accountant, SEC
Mr. Larry Wolfe, Auditor, Jewett, Schwartz & Associates
Mr. David Zinn, Auditor, Jewett, Schwartz & Associates
Mr. Darren Ofsink, Legal Counsel, Guzov Ofsink LLC
Ms. Diane Bodenstein, Legal Counsel, Guzov Ofsink LLC
Mr. Marc Blicht, Accountant, Farber, Blicht, Eyerman & Herzog CPA
Mr. Ray Vuono, CEO, Western Media Group Corporation
11 Oval Drive
Suite 200B
Islandia, NY 11749
(631) 342-8800
(631) 342-8819
www.wmgcorp.com
<PAGE>
EXHIBIT A
INDEPENDENT AUDITOR'S REPORT
Farber, Blicht, Eyerman & Herzog, LLP
Certified Public Accountants
255 Executive Drive
Suite 215
Plainview, NY 11803
(516) 576-7040
Board of Directors
Western Media Group Corporation
(A Development Stage Company)
Islandia, New York
We have audited the accompanying consolidated balance sheet of Western
Media Group Corporation (a development stage company) and Subsidiaries as of
December 31, 2003, and the related consolidated statements of operations,
stockholders' equity (deficit), and cash flows for the years ended December 31,
2003 and 2002. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatements. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Western Media Group Corporation (a development stage company) and Subsidiaries
as of December 31, 2003 and the consolidated results of their operations and
their cash flows for the years ended December 31, 2003 and 2002, in conformity
with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has
suffered recurring losses, has minimal revenue, and is dependent upon certain
stockholders and private placements or loans to provide necessary working
capital. These conditions raise substantial doubt about the Company's ability to
continue as a going concern. Management's plan in addressing these matters is
described in Note 2 to the consolidated financial statements. The consolidated
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
Woodbury, New York
March 10, 2004
11 Oval Drive
Suite 200B
Islandia, NY 11749
(631) 342-8800
(631) 342-8819
www.wmgcorp.com
<PAGE>
Exhibit B
Report of Independent Registered Public Accounting Firm
To the board of directors and shareholders of
Western Media Group Corporation and Subsidiaries
We have audited the accompanying consolidated balance sheet of Western
Media Group Corporation and Subsidiaries (a development stage company) as of
December 31, 2004 and the related consolidated statements of operations, changes
in shareholders' deficiency and cash flows for the year ended December 31, 2004
and the period from February 10, 2000 (inception) through December 31, 2004.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the consolidated financial
statements of Western Media Group Corporation and Subsidiaries for the year
ended December 31, 2003. Those statements were audited by other auditors whose
report included an explanatory paragraph that described factors that raise
substantial doubt about the Company's ability to continue as a going concern.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provided a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Western Media Group
Corporation as of December 31, 2004, and the results of its operations and its
cash flows for the year ended December 31, 2004 and the period February 10, 2000
though December 31, 2004 in conformity with accounting principles generally
accepted in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As more fully described in Note 2 to
the financial statements, the Company has incurred recurring operating losses
and has a working capital deficit at December 31, 2004. The Company is working
on various alternatives to improve the Company's financial resources which are
also described in Note 2. Absent the successful completion of one of these
alternatives, the Company's operating results will increasingly become
uncertain. These conditions raise substantial doubt about the Company's ability
to continue as a going concern; however, the financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of this uncertainty.
Jewett, Schwartz, & Associates
Hollywood, Florida
April 14, 2005
11 Oval Drive
Suite 200B
Islandia, NY 11749
(631) 342-8800
(631) 342-8819
www.wmgcorp.com
<PAGE>
EXHIBIT C
Management Discussion & Analysis (relevant paragraph)
Management Discussion & Analysis (pertinent paragraph)
In accordance with the review and audit by the Company's independent
registered public accounting firm Jewett, Schwartz & Associates. Jewett Schwartz
& Associates have expressed concerns about the Company's continued existence as
a going concern. Currently the Company has no revenues and, as such, may have to
rely on funding from its management and outside sources until such time as it
starts receiving revenue. Over the past three years, the Company has shifted its
focus away from its answering service business in favor of concentrating on the
development of its MedLink VPN and MedLink EHR products. Management believes
that when they are brought to market these products will be able to successfully
compete in the multi-billion dollar Healthcare IT industry. The products are
currently being beta-tested in several physician's practices, radiology centers,
and hospitals nationwide. Management has determined to delay full release of
these products pending completion of all beta-testing due to its belief that a
fully tested, fully functional product released in the future will enhance the
Company's reputation and long-term future financial success; however, until the
Company begins to realize significant revenues to sustain its operations, it may
have to rely on contributions or loans by management, sales