U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

(MARK ONE)

|X|   ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
      ACT OF 1934 For the fiscal year ended December 31, 2004.

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

For the transition period from ...........to...............

Commission File Number 2-71164

                         WESTERN MEDIA GROUP CORPORATION
                         -------------------------------
                 (Name of small business issuer in its charter)


        Minnesota                                       41-1311718
        ---------                                       ----------
(State or other jurisdiction of                   (I.R.S. Employer I.D. No.)
incorporation or organization)


               11 Oval Drive, Suite 200B, Islandia, New York 11749
     -----------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                  631-342-8800
         --------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: None

      Check  whether  the issuer (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been  subject to such  filing  requirements  for the past 90 days.
Yes X   No _____

                                      -1-
<PAGE>

      Check if there is no disclosure  of delinquent  filers in response to item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|

      State the issuer's revenues for its most recent fiscal year.

      Western Media Group Corporation's  revenues from continuing operations for
the fiscal year ended December 31, 2004 were $0.

      State the  aggregate  market  value of the  voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity,  as of a specified  date  within the past 60 days.  (See  definition  of
affiliate in Rule 12b-2 of the Exchange Act.)

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

      Aggregate market value of stock held by non-affiliates  was approximately,
$4,635,495 as of March 31, 2005. There were a total of approximately  27,267,620
shares held by non-affiliates as of such date.

      The Company's stock transfer agent is Computershare, 350 Indiana St, Suite
800, Golden, Colorado 80401.

      State the number of shares  outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:  35,819,884 shares outstanding
as of February 28, 2004.

      Documents incorporated by reference: None.

      Transitional Small Business Disclosure Format (Check one): Yes ____ No X

                                      -2-
<PAGE>

                     STATEMENT OF FORWARD LOOKING STATEMENTS

      This  Annual  Report on Form  10-KSB  contains  certain  "forward-looking"
statements (as such term is defined in the Private Securities  Litigation Reform
Act of 1995) and information relating to Western Media Group Corporation and its
subsidiaries  (collectively  the "Company") that are based on the beliefs of the
Company's management,  as well as, assumptions made by and information currently
available  to  management.  When  used in this  report,  the  words  "estimate,"
"project," "believe,"  "anticipate,"  "intend," "expect" and similar expressions
are  intended to  identify  forward-looking  statements.  The  Company's  actual
results may vary  materially  from the  forward-looking  statements made in this
report due to important  factors,  including,  but not limited to: the Company's
need to obtain  additional  financing or equity;  uncertainties  associated with
changes  in state  and  federal  regulations,  including  the  Health  Insurance
Portability and Accountability Act of 1996 ("HIPAA"),  and certain other factors
detailed below under Investment Considerations and Risk Factors.

      As for the  forward-looking  statements  that  relate to future  financial
results and other  projections,  actual  results  will be  different  due to the
inherent  uncertainty of estimates,  forecasts and projections and may be better
or worse than  projected.  Given these  uncertainties,  you should not place any
reliance on these forward-looking  statements.  These forward-looking statements
also represent our estimates and assumptions  only as of the date that they were
made.  The  Company  expressly  disclaims  a duty to  provide  updates  to these
forward-looking  statements,  and the estimates and assumptions  associated with
them,   after  the  date  of  this  filing  to  reflect  events  or  changes  in
circumstances  or changes  in  expectations  or the  occurrence  of  anticipated
events.

      The   Company   undertakes   no   obligation   to   publicly   update  any
forward-looking statement, whether as a result of new information, future events
or otherwise.  You are advised,  however, to consult any additional  disclosures
the Company  makes in its Form  10-KSB,  Form 10-QSB and Form 8-K reports to the
SEC.  This  discussion  is  provided  as  permitted  by the  Private  Securities
Litigation Reform Act of 1995.

      Information  regarding  market and industry  statistics  contained in this
Report is  included  based on  information  available  to the  Company  which it
believes is  accurate.  The Company has not  reviewed or included  data from all
sources,  and cannot assure  stockholders of the accuracy or completeness of the
data included in this Report.  Forecasts and other  forward-looking  information
obtained  from these  sources  are  subject to the same  qualifications  and the
additional  uncertainties  accompanying  any  estimates  of future  market size,
revenue and market acceptance of products and services.

                                      -3-
<PAGE>

                                     PART I

Item 1. Description of Business

The Company's History

      Western Media Group  Corporation  (the  "Company")  was organized as Ionic
Controls, Inc., a Minnesota corporation,  ("Ionics") in July 1977 as a successor
to a sole proprietorship  engaged in the graphics business.  Ionics participated
in  the  oil  industry  through  its  subsidiary,   Ionic  Energy   Corporation,
participated  in the audiophile  record business  through its subsidiary,  Audio
Encores, Inc., and medical devices through its subsidiary,  Dia-Med, Inc. Ionics
effected a four-for-one  stock split in July 1978 and a five-for-one stock split
in February  1981. On November 6, 1981 Ionics  registered and sold 719,850 units
("1981  Units")  consisting of one share of Common Stock,  one Two-Year  Warrant
that expired  September 30, 1990, and one Three-Year  Warrant that expired March
31, 1991. The 1981 Units were sold at an offering price of $0.75.

      Ionics had limited  operations  from 1981 forward.  Ionics' oil operations
consisted  of a limited  number of  fractional  working  interests in low volume
producing  wells in Texas.  The interests  were fully  amortized and the Company
received little income from these properties prior to their liquidation. Ionics'
audiophile  quality record business was adversely affected by the development of
stereo cassette and compact disk recordings.  Ionics liquidated its inventory of
records  and in 1987  liquidated  Audio  Encores,  Inc.  Ionics  was  unable  to
effectively obtain FDA approval for its medical device,  Dia-Med,  or to develop
the interest of any medical  manufacturer  to further  develop,  manufacture and
market the device. Ionics liquidated Dia-Med, Inc. in 1987.

      In December,  1982, Ionics acquired 98.7% of the outstanding common shares
of Sioux  City Iron  Company  ("SCIC").  SCIC was  engaged  in the  business  of
wholesale distribution of heavy hardware primarily to the agricultural industry.
Adverse  agricultural  economic  conditions forced SCIC to seek protection under
the Bankruptcy Code in October 1987. In July 1988,  pursuant to the order of the
Bankruptcy  Court all the assets of SCIC were sold and Ionics was released  from
liability of its  long-term  debt to the seller of SCIC.  SCIC was  dissolved in
December 1988.

      In November  1988,  the Company's  name was changed to Western Media Group
Corporation.  The  change  of  name  coincided  with  the  Board  of  Directors'
determination  to focus the Company's  business on the  acquisition,  owning and
operating of radio and television broadcasting and printed media properties.

      In April 1989, the Company acquired substantially all the assets of Carmel
Broadcast  Associates,  a New York  corporation  which operated radio  broadcast
stations  KXDC-AM and FM for  $2,650,000.  The Company  financed the acquisition
with proceeds from a loan  provided by Thomas K. Scallen,  a former  officer and
director. Operation of the radio stations was unsuccessful, and the Company sold
the radio  stations in July 1991 for $200,000 in cash and a note  receivable  in
the principal amount of $900,000.  The $1,100,000  received from the sale of the
stations was paid and  transferred  to Mr. Scallen in complete  satisfaction  of
liabilities  owed by the Company to Mr. Scallen in the amount of $5,156,139.  In
March 2000,  the Company paid  $10,000 in cash to Mr.  Scallen and issued to him
100,000  shares of common  stock in  complete  satisfaction  of all  outstanding
liabilities owed by the Company.

      From July 1991 through October, 2000, the Company had no meaningful assets
or operations.

                                      -4-
<PAGE>

      On October 31, 2000,  the Company  issued  9,000,000  shares of its common
stock to DDR, Ltd. ("DDR") in connection with certain transactions  contemplated
under a Consulting Agreement dated October 11, 2000 and an Acquisition Agreement
dated October 27, 2000  (collectively the "DDR  Agreements").  These shares were
issued  following  a  recapitalization  of the  Company  in  which  the  Company
increased the number of authorized  shares to 100,000,000,  $0.001 par value per
share,  consisting of 95,000,000  shares of common stock and 5,000,000 shares of
preferred stock without designation as to series, rights, or preferences,  and a
1 for 10  reverse  split  in the  issued  and  outstanding  common  shares.  The
recapitalization  was approved at a meeting of the stockholders  held on October
10, 2000. At that meeting,  the  stockholders  also elected Patrick L. Riggs and
Raymond T.  Minicucci  as  directors  to serve until the next annual  meeting of
stockholders and until their successors are duly elected and qualified.

      In October, 2000, the board of directors added Konrad Kim as a director in
connection with the acquisition of K-Rad Konsulting, LLC described below.

      On February 1, 2001, Mr. Minicucci resigned as a director. Mr. Minicucci's
resignation  was not the  result of any  disagreement  with the  Company  on any
matter relating to the Company's operations, practices or policies. On September
28, 2001, Mr. Riggs  resigned as a director and officer of the Company  pursuant
to a September 28, 2001 settlement agreement. Mr. Riggs' resignation was not the
result of any  disagreement  with the  Company  on any  matter  relating  to the
Company's operations, practices or policies.

      On January 1, 2002,  Dr.  Michael  Carvo was  appointed  as a director  in
connection  with the Company's  acquisition  of Med-Link,  USA,  Inc.  described
below.

      Om  January  1,  2004,  the board of  directors  added Mr.  Ray Vuono as a
director.

Our Business

      The  business  of the  Company  is  carried  out  by  three  wholly  owned
subsidiaries, Med-Link USA, Inc., MedLink VPN, Inc. and K-Rad Konsulting, LLC as
described  below.  The Company may seek other  businesses to acquire in exchange
for shares of its common stock.

Med-Link USA, Inc. and Med-Link VPN, Inc.

      Med-Link  USA,  Inc. was  incorporated  in 1998 and MedLink VPN,  Inc. was
incorporated  in 2003 to allow the Company to separately  market and develop its
MedLink VPN product.  References to Med-Link herein,  refer to both Med-Link USA
and MedLink  VPN.  Med-Link  provides a full  service  communication  network to
physicians  and  hospitals  and can  provide  its  services  to labs  and  other
businesses that require a service for communication of emergencies.

The Acquisition of Med-Link

                                      -5-
<PAGE>

      Effective  January 1, 2002,  the  Company  acquired  all of the issued and
outstanding  stock of Med-Link USA, Inc., a privately held New York  corporation
pursuant  to  a  Share   Exchange   Agreement   dated  December  28,  2001  (the
"Agreement").  As a result of the share  exchange,  Med-Link  is a wholly  owned
subsidiary of the Company.

      As a result of the share exchange  pursuant to the Agreement,  the Company
issued  2,000,000  shares of its $.001 par value per share  common stock and 400
shares  of  preferred  stock  to  Med-Link's  four  shareholders.  In  exchange,
Med-Link's four shareholders delivered all of their issued and outstanding stock
to the Company.  On December  31, 2003,  the  preferred  stock was  cancelled by
agreement with the former  preferred  holders in exchange for a general  release
from the Company.  The 400 shares of preferred stock had, in the aggregate,  the
following characteristics:

      1.  Payments - a yearly  payment in an amount which shall not exceed equal
fifty percent (50%) of (a) the net profits,  if any, of Med-Link's  business for
the period of January 1 through  December 31 of the applicable year less (b) (i)
the sum of the net losses of Med-Link's  business for all of the years,  if any,
that  the it had  net  losses  less  (ii)  the  sum of the  net  profits  of the
Med-Link's business for all years, if any, that it had net profits. The decision
on whether any payment to the holders of the  preferred  shares will be made for
any year shall rest in the sole  discretion of the Company's Board of Directors,
which determination shall be made by February 1 of each year. The Company is not
responsible  for making any payments to the preferred stock holders from its own
funds.  The payment,  if any, due to the  preferred  stock holders is payable by
March 31 of each year commencing March 31, 2003 for the year-ending  December 31
of the prior year.

      2. Transferability - the preferred shares are not transferable without the
express written consent of the Company, unless such transfer is made pursuant to
the death of the holder.

      3. Voting Rights - none.

      4. Liquidation Preference - none.

      The  consideration  paid for Med-Link's  shares was determined by analysis
and  valuation  by the  Company's  Board of Directors  of  Med-Link's  financial
condition  and  projected  future cash flows and  comparing it to (i) the market
price and  projected  market  price of the  Company's  common stock and (ii) the
value of the preferred stock based on Med-Link's projected cash flows.

      The  Agreement   provided  for  the   appointment  of  one  of  Med-Link's
shareholders,  Dr.  Michael  Carvo,  to the Company's  Board upon closing of the
share  exchange.  Dr. Carvo was appointed to the  Company's  Board on January 1,
2002.

      Prior to the share exchange,  there was no material  relationship  between
the Company, or any of its officers,  directors or affiliates,  and Med-Link, or
any of its shareholders, officers, directors or affiliates.

                                      -6-
<PAGE>

      Med-Link's Business

      Med-Link's products and services are as follows:

      Answering Service

      Med-Link's answering services can be used as a stand-alone service or with
Med-Link's VPN.  Trained  personnel  operate from a specially  designed  Medcall
workstation.  Each  station  is a part of a  computer  network,  which  is fully
equipped with popup screens,  relaying client information quickly.  Computerized
hunting  with the click of the mouse  allows for  quicker  accurate  information
routing to the client.  Information can be sent from each station  independently
with ease via E-mail,  fax, alpha paging,  or by phone.  Receiving  information,
processing it, and relaying it quickly from each station makes Med-Link accurate
and fast.

      Voice Mail

      Voice Mail is integrated with Med-Link operator stations allowing the user
multiple  options.  A  completely   automated  system  has  multiple  boxes  for
selections. A greeting may be set up professionally with day and night settings.
User options include  changing the greetings,  call forwarding to live operators
or to  personal  devices.  With call  forwarding  clients can remain in constant
contact with patients or others.

      Virtual Private Network (VPN)

      Med-Link's  VPN is an  internet  based  network  which  can be set up at a
hospital to allow for remote access to medical  records,  schedules,  calendars,
test results, X-Rays, CAT Scans and other information.  The MedLink VPN is based
on  a  Netwolves  Corporation  WolfPac  server,  which  provides  data  security
compliant  with  Title  II,  Part  C of the  Health  Insurance  Portability  and
Accountability  Act of 1996  ("HIPAA"),  and a system  for  secure  delivery  of
radiological  images  developed  by Avreo,  Inc.,  allowing  for the delivery of
radiological  images without film. Avreo's software also allows for manipulation
of  radiological  images and attachment to an image of an audio  transcript file
which can be e-mailed or archived  together with the image. The MedLink VPN also
incorporates  FELIX streaming video  technology,  described below,  allowing for
remote  viewing of procedures  or delivery of  continuing  education or training
materials by a hospital to its doctors and staff,  and  communications  software
allowing for secure messaging among hospital personnel.

      MEDCALL123

      Medcall is an internet  message center  developed for the Med-Link service
users. It is designed to allow for real time viewing of the messages received by
the  Med-link  operators.  It is also  designed  to allow  the user to check old
messages as well as to check  morning  messages  without  having to use operator
assistance.

                                      -7-
<PAGE>

      MEDLINK ACCESS

      The Company obtained the rights to sell under its own name, as part of the
Med-Link  VPN, the  following  value added  features  pursuant to a June 4, 2003
agreement with Wildgate  Wireless,  Inc.:  Automated  Appointment  Confirmation,
Dictation and Transcription,  Record-a-Call, Data Storage, Billing Solutions and
Toll-free  One Number and  Unified  Communications  Solution  which  offers Call
Blasting,  EVoice  (e-mail  over the  phone),  One Button  Call Back,  and Event
Notification.  In  addition,  Wildgate  Wireless  is to provide  the  Medcall123
service with redundancy making the service more reliable

      FELIX

      Felix is a streaming  video  technology  that loads its  targeted  content
without the need for buffering.  The Company has the exclusive right to use Film
& Music  Entertainment,  Inc.'s FELIX  streaming  video system,  for all medical
related purposes.  FELIX is a LINUX based technology which has been added to the
Med-Link VPN for the transmission of medical oriented  content,  including video
conferencing,  medical procedures and hospital/practice announcements. The FELIX
system is  designed to  transmit  video and other large media files  without the
delays associated with video buffering.  The Company plans to explore additional
uses for FELIX including  continuing medical education and providing  customized
and targeted healthcare information.

      Pursuant to an agreement  with Film & Music  Entertainment,  Inc.  entered
into in October,  2003, the Company paid a one-time fee of $20,000 for a 10-year
license for FELIX and agreed to pay a $1.00 royalty for each use of FELIX.


                          Recent Business Developments

      Currently,  Med-Link has installed the Med-Link VPN at New Island Hospital
in Bethpage, New York pursuant to a November 25, 2002 Telecommunications Service
Agreement.  Testing  at that  site has been  completed  and  Med-Link  has begun
marketing  the VPN and its other  services  to  doctors  and  medical  practices
affiliated with New Island Hospital.  The MedLink VPN has also been installed in
a small  specialty  hospital in Los Angeels call the Miracle Mile medical Center
as well as Access Imaging,  Volant Imaging,  and Landmark  Imaging which are all
radiology  centers in the Los Angeles  area with a little  over 2,000  referring
physicians collectively.  In addition,  Med-Link has begun demonstrating the VPN
and other products at several hospitals and radiology centers in California. The
Company  is also in the  initial  phases  of  demonstrating  the  MedLink  VPN's
capabilities  to two  large  radiology  equipment  suppliers  who wish to find a
solution to compete with the GE Centricity  system which has caused them to both
lose  market  share.   The  Company  has  also  had  discussions  with  a  large
governmental  medical  agency  that is looking to connect  the their 60 research
centers across the US.

      During the fiscal  year ended  December  31,  2004,  Med-Link  focused its
efforts and resources on the development, addition of value added resources, and
implementation  of the  MedLink  VPN(TM)  through  its wholly  owned  subsidiary
MedLink VPN, Inc.

                                      -8-
<PAGE>

      The Company  recently  completed  the  installation  of its Avreo,  Inc.'s
Digital  Radiology  Software at New Island  Hospital in Bethpage,  New York. New
Island  Hospital's  radiologists can now use the MedLink VPN's web-based Picture
Archiving and Communication System ("PACS") to distribute, archive, and retrieve
approximately  45,000 of the more than 60,000 medical studies they generate each
year,  at a cost of $6.50 per  study to the  hospital,  which is a  considerable
savings as compared  to  traditional  radiology  methods  using film.  MedLink's
Web-based PACS technology  allows for more efficient access to patients' current
and prior studies on a secure HIPAA compliant network. In addition, radiologists
and referring  physicians will be able to securely  access and diagnose  patient
images from inside the hospital or remotely through the MedLink VPN.

      While Med-Link does not currently have any marketing  staff,  it relies on
its Chief Executive Officer, Ray Vuono, and associates of Medlink West to market
its products and  services.  Depending  upon the products and services  ordered,
Med-Link  believes  that the revenue to it per doctor  will be between  $200 and
$300 per  month  from New  Island  Hospital  doctors  in  addition  to its other
installations.  However,  there can be no assurance that a significant number of
doctors will order Med-Link's products or services.

      In addition to hospitals,  Med-Link  plans to start  offering its products
and services to radiology  practices as well as smaller  medical  practices  and
individual  doctors  who may be able to use the MedLink VPN to work from home or
remote locations.

                  The Market for Med-Link Products and Services

      Med-Link believes that the market for its products and services consist of
medium  and  larger   medical   practices  that  are  looking  to  reduce  their
communication costs and increase employee efficiency. Med-Link believes that the
best way to market to these  doctors  is by  establishing  a  relationship  with
hospitals  they are  affiliated  with, as it has done with New Island  Hospital,
UCLA, Miracle Mile Medical Center, and the radiology centers..

      Currently,  to the extent  that  Med-Link  has  engaged  in any  marketing
activities,  it has focused solely on local  independent  practitioners  who are
affiliated with New Island Hospital.  If sufficient  revenue is available in the
future,  Med-Link  may seek to market its  services to other  hospitals  and the
doctors affiliated with them.

                                   Competition

      Med-Link believes that its competitions consists of the following:

      1. GE's Centricity system

                                      -9-
<PAGE>

      GE has  established  the  Centiricity  system which is a similar system to
that of the MedLink VPN which it offers to radiology centers that buy and use GE
equipment and software.  The Company does not have the financial resources of GE
but believes it has a superior  product due to the  scalability  features of the
VPN and its HL7 abilities  which would be attractive to medical  facilties  that
don't want to be tied into one vendors IT solutions.

      2. Hospitals which have set up their own answering service and VPN

      Med-Link  is aware of a number of  hospitals  which  have set up their own
answering  service and VPN and offer their doctors products and services similar
to those to be offered by Med-Link.

      3. Answering Services

      There are  numerous  answering  services  which cater to doctors and other
professionals  which operate through pagers,  telephone,  e-mail or other means.
With respect to  individual  doctors and others,  Med-Link  believes  that these
answering  services  may be its  primary  competition.  However,  Med-Link  also
believes that its pricing  structure  offers a savings over many other answering
services making it more attractive.

                               Customer Dependence

      Med-Link is in the early stages of its business  development and is solely
dependent  on a few major  customer,  New Island  Hospital,  UCLA,  Miracle Mile
Medical Center and slect  radiology  groups.  Med-Link  believes that its future
success will be dependent on it  developing  relationships  with  hospitals  for
access to their doctors.  Without these  relationships,  Med-Link's  business is
unlikely to succeed.

                              Intellectual Property

      Med-Link VPN, Inc. has  trademarked  the name MedLink VPN. Other than this
trademark, Med-Link does not have any intellectual property.

                              Government Regulation

      The only significant  government  regulation affecting Med-Link's business
is HIPAA.  HIPAA  required the U.S.  Department of Health and Human  Services to
establish  national  standards  for  electronic  health  care  transactions  and
national  identifiers  for  providers,  health  plans,  and  employers.  It also
addresses  the security and privacy of health  data.  The goal of the  standards
adopted is to improve the efficiency and  effectiveness  of the nation's  health
care system by encouraging the widespread use of electronic data  interchange in
health care, while protecting that information with a secure environment.  These
standards  have been  promulgated  and must be followed by persons and companies
which transmit health data.

      Med-Link  believes  that its  current  products  and  services  are  HIPAA
compliant  and that its future  products  and services  will be HIPAA  compliant
because it utilizes third-party  solutions from Netwolves Corporation and Avreo,
Inc. which it believes to be fully secure and HIPAA compliant. However, Med-Link
has not received any independent  conformation of such compliance.  In the event
that it is found not to be HIPAA  complaint,  we may be subject to lawsuits  and
regulatory liabilities and we would be unable to provide services in the medical
community.

                                      -10-
<PAGE>

                                    Employees

      As of the date of this  report,  Med-Link  does  not  have any  employees,
although  services are provided to such company by the Company's  employees.  In
December,  2002, Med-Link outsourced substantially all of its operations to save
costs.

K-Rad Konsulting, LLC

      Pursuant  to the DDR  Agreements,  DDR  provided  consulting  services  in
connection with the Company's  acquisition of K-Rad  Konsulting,  LLC ("KKL") in
exchange for Company common stock. In connection with the transaction, the board
of directors of the Company appointed Konrad Kim as a director of the Company.

      KKL has one  employee,  Konrad Kim, who is also a Director of the Company,
and is a solution  provider for  Internet  infrastructure.  KKL offers  Internet
infrastructure consulting for businesses using what it deems reliable sources of
technical  help for their  computers.  KKL's offers three main services are: (1)
hourly technical aid; (2) retainer contracts for specific skills or systems; and
(3) project consulting.

      Currently,  KKL, and its one employee, Konrad Kim, is engaged in providing
services almost  exclusively to Med-Link.  Konrad Kim entered into an employment
agreement  with the Company on January 1, 2004 to provide  services with respect
to Med-Link and its VPN product. However, KKL may seek to market its services to
others in the future.

                  Potential Future Acquisitions by the Company

      The Company may seek, investigate,  and if warranted, acquire interests in
companies  other than KKL and Med-Link in exchange for its common stock,  and/or
cash, to the extent cash is available.  While the Company  currently  intends to
search for businesses that have synergies with KKL and Med-Link, the Company may
not restrict its search for a business opportunity to any particular industry or
geographical area and may, therefore,  engage in essentially any business in any
industry.  The Company has unrestricted  discretion in seeking and participating
in a business  opportunity,  subject to the availability of such  opportunities,
economic conditions and other factors.

      The selection of a business opportunity in which to participate is complex
and  extremely  risky  and will be made by  management  in the  exercise  of its
business  judgment.  There  is no  assurance  that the  Company  will be able to
identify and acquire any business  opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.

                                      -11-
<PAGE>

      The  activities  of the Company are subject to several  significant  risks
which  arise  primarily  as a result of the fact that the Company may acquire or
participate in a business  opportunity based on the decision of management which
will,  in all  probability,  act without the consent,  vote,  or approval of the
Company's shareholders.

      Business  opportunities  may be  available  to the  Company  from  various
sources,  including  its  officers  and  directors,  consultants,   professional
advisers,  securities  broker-dealers,   venture  capitalists,  members  of  the
financial  community,  and others who may  present  unsolicited  proposals.  The
Company will seek a potential business  opportunity from all known sources,  but
will rely  principally  on personal  contacts  of its  officers,  directors  and
consultants as well as indirect associations between them and other business and
professional people.

      Although  the Company  does not  anticipate  engaging  professional  firms
specializing in business acquisitions or reorganizations, if management deems it
in the best  interests of the Company,  such firms may be retained.  The Company
may  also  publish  notices  or  advertisements  seeking  a  potential  business
opportunity in financial or trade publications.

      The Company may acquire a business opportunity or enter into a business in
any  industry  and in any stage of  development.  The  Company  may enter into a
business or  opportunity  involving a start-up or new  company.  The Company may
acquire a business opportunity in various stages of its operation.

      In analyzing prospective business opportunities,  management will consider
such matters as synergies  with the  Company's  existing  businesses,  available
Company technical, financial and managerial resources, working capital and other
financial requirements, history of operations, if any, prospects for the future,
the nature of present and expected  competition,  the quality and  experience of
management services which may be available and the depth of the management,  the
need for further research,  development or exploration, the potential for growth
and expansion,  the potential for profit,  the perceived  public  recognition or
acceptance of products,  services,  trade or service marks, name  identification
and other relevant factors.

      Generally,  the Company will analyze all available facts and circumstances
and make a  determination  based upon a composite  of available  facts,  without
reliance upon any single factor as controlling.

Methods of Participation of Acquisition

      Specific business opportunities will be reviewed and, on the basis of that
review,  the legal structure or method of participation  deemed by management to
be suitable will be selected.  Such structures and methods may include,  but are
not limited to, leases, purchase and sale agreements,  licenses, joint ventures,
other  contractual  arrangements,  and may involve a  reorganization,  merger or
consolidation transaction. The Company may act directly or indirectly through an
interest in a partnership, corporation, or other form of organization.

                                      -12-
<PAGE>

Procedures

      As part of the Company's investigation of business opportunities, officers
and directors may meet  personally with management and key personnel of the firm
sponsoring  the business  opportunity,  visit and inspect  material  facilities,
obtain  independent  analysis or verification of certain  information  provided,
check references of management and key personnel, and undertake other reasonable
procedures.

      The  Company  will  generally  request  that it be provided  with  written
materials  regarding  the  business  opportunity  containing  such  items  as  a
description  of  product,  service  and  company  history,  management  resumes,
financial information, available projections with related assumptions upon which
they are based, an explanation of proprietary products and services, evidence of
existing  patents,  trademarks or service marks or rights  thereto,  present and
proposed  forms of  compensation  to management,  a description of  transactions
between the prospective  entity and its affiliates,  relevant  analysis of risks
and competitive conditions,  a financial plan of operation and estimated capital
requirements, and other information deemed relevant. The Company may not be able
to obtain audited financial statements prior to the closing of a transaction and
therefore, the actual financial state of a business opportunity may be different
than represented. However, the Company will endeavor to obtain audited financial
statements  prior  to the  closing  of any  transaction  as well as  contractual
protection  against any material  changes not  reflected in unaudited  financial
statements.  The Company also will insure that if an acquired  company  would be
considered to be a significant  subsidiary of the Company, the audited financial
statements of the acquired  company that are required to be filed by the Company
with the Securities and Exchange  Commission in connection with such acquisition
will be available for timely filing.


                            The Company's Competition

      There  is  substantial   competition   in  the   acquisition  of  business
opportunities  by  public  companies.  The  primary  competition  is from  other
companies  organized  and funded for similar  purposes,  small  venture  capital
partnerships and corporations,  small business investment  companies and wealthy
individuals.

                             The Company's Employees

      The Company  currently has seven full time  employees and four  consultant
which it relies upon for its business.

                   Investment Considerations and Risk Factors

THE COMPANY  HAS A LIMITED  OPERATING  HISTORY ON WHICH TO EVALUATE  OUR CURRENT
PROSPECTS

                                      -13-
<PAGE>

      The Company was  incorporated  in July,  1977.  The businesses the Company
previously  operated  were  liquidated  in the late 1980s and early  1990s.  The
Company became a corporate  shell in 1991 and remained a corporate shell through
October  31,  2000.  On October 31, the Company  acquired  KKL.  KKL began doing
business in February, 2000 and, to date, has had limited revenues. On January 1,
2002,  the Company  acquired  Med-Link,  which also had had limited  revenues to
date.  Other than the  acquisitions  of K-Rad and Med-Link,  our activities have
been very limited.

THE COMPANY MAY HAVE OUTSTANDING  LIABILITIES ABOUT WHICH OUR PRESENT MANAGEMENT
IS UNAWARE

      Until 1991,  the Company  operated in several  business  lines  through at
least five different  subsidiaries.  The Company's 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.  The Company  understands  that
during the period  1992 - October,  2000,  the  Company  was dormant and did not
engage in any business activity. While the Company does not believe any material
liabilities exist, it is possible such liabilities do exist. For example,  there
may be presently unknown  obligations by the Company to pay monies,  issue stock
or perform specific actions under a contract. While the Company does not believe
any  such  liabilities  exist,  the  incomplete  record  of  transactions  makes
assurance that none exist impossible.

WE ARE  SUBJECT  TO HIPAA AND THE  FAILURE  TO COMPLY  WITH IT COULD  MATERIALLY
ADVERSELY AFFECT OUR OPERATIONS

      Med-Link is required to comply with HIPAA.  While it has taken steps to do
so, it has not sought independent  verification of such compliance.  If Med-Link
is found not to be in compliance  with HIPAA, it may be subject to lawsuits from
its clients,  as well as regulatory  liability which would materially  adversely
affect its operations and business.

WE HAVE LIMITED RESOURCES AND LIMITED REVENUES

      We have  limited  resources.  At the  present  time,  our only  sources of
revenues are KKL and Med-Link,  neither of which has  generated any  significant
revenues. In addition, there can be no assurance that we will obtain significant
revenues  through the acquisition of other companies or that the Company will be
able to operate on a profitable basis.

      The Company  intends to avoid becoming an "Investment  Company," under the
Investment  Company Act of 1940, as amended.  Therefore,  the Company intends to
only invest in a manner which will not trigger Investment Company status.  There
can be no assurance that  determinations  the Company will  ultimately make will
allow it to avoid Investment Company status.

THE COMPANY'S  AUDITED  FINANCIAL  STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER
31, 2004 CONTAIN "GOING CONCERN" LANGUAGE

                                      -14-
<PAGE>

      Our  independent  auditor  prepared a report for the  Company's  financial
statements  for the year ended December 31, 2004. The report states 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,  but there can be no guarantee  that it will  continue as a going
concern.  The Company is addressing the going concern  opinion with its business
plan to seek profitable acquisition targets and by running the businesses it has
already acquired.

THE COMPANY MAY NEED ADDITIONAL FINANCING IN ORDER TO EXECUTE OUR BUSINESS PLAN

      The Company has had limited revenues to date. The Company will be entirely
dependent on its limited financial resources to seek additional acquisitions and
run  and  grow  the  businesses  of KKL  and  Med-Link.  For  this  reason,  the
acquisitions  of KKL and  Med-Link  were paid in common  stock.  There can be no
assurance that other potential  acquisition  candidates will not require payment
in cash. The Company cannot, therefore, ascertain, with any certainty, what will
be the precise  capital  requirements  for successful  execution of its business
plan. If the Company's  limited  resources  prove  insufficient to implement our
plan, due, for example, to the size of the acquisition,  the Company may have to
seek  additional  financing.  Even if the Company is successful in completing an
acquisition,  it may require additional financing for operations or our business
growth.

ADDITIONAL FINANCING MAY NOT BE AVAILABLE TO THE COMPANY

      There  can be no  assurance  additional  financing  will be  available  on
acceptable terms. It may not be available at all. Additional financing is likely
to be  necessary  and if  unavailable  when  needed,  the Company may be have to
abandon  certain  of its plans.  Any  failure  to secure  necessary,  additional
financing would have a material adverse effect on continued  development  and/or
growth of the Company's businesses.

      There are no current  limitations on the Company's ability to borrow funds
to  increase  the  Company's  capital  to assist  KKL or  Med-Link  or to effect
acquisition(s).  However,  the Company's limited resources and lack of operating
history  will make it difficult  to borrow  funds.  The amount and nature of the
Company's  borrowings will depend on, among other things,  the Company's 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 the  Company's  business.  An inability to
borrow  funds to  acquire  companies  or to  generate  funds  for the  Company's
businesses  could have a material,  adverse  effect on the  Company's  financial
condition and future prospects.  Even if debt financing is ultimately available,
borrowings may subject the Company 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  the  Company
acquires already has borrowings, we might become liable for them.

                                      -15-
<PAGE>

THE COMPANY CURRENTLY DEPENDS UPON A LIMITED NUMBER OF EMPLOYEES

      The Company's ability to successfully  complete an acquisition  depends on
the efforts of the  Company's  three  Directors  and four  Officers.  Two of the
Company's Directors also serves as, Officers.  The Company has not obtained "key
man" life  insurance on any Officers or  Directors.  If the Company were to lose
the  services of any Officer or  Director,  this could have a material,  adverse
effect on our ability to achieve the Company's business objectives.

      One of the Company's Officers, who also serves as a Director,  Konrad Kim,
is also President of KKL. Therefore,  he has conflicts of interest in allocating
management  time  between the Company and KKL. We will rely on Mr. Kim's and our
other Officers' expertise.

ONE  STOCKHOLDER  AND OUR  AFFILIATES  CURRENTLY OWN A MAJORITY OF THE COMPANY'S
COMMON STOCK

      DDR, Ltd. owns  approximately  22.1% of the Company's  outstanding  common
stock, and, our affiliates,  including DDR,  beneficially own,  including shares
issuable upon exercise of outstanding options, a total of approximately 53.3% of
our outstanding  common stock. They therefore,  together,  have 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.

THE COMPANY DOES NOT EXPECT TO PAY CASH DIVIDENDS

      The Company does not expect to pay dividends on the common stock.  Payment
of dividends,  if any, will depend on the  Company's  revenues and earnings.  It
will also depend on capital  requirements  and the Company's  general  financial
condition.  Payment of dividends, if any, will be within the Board of Directors'
discretion.  The Company presently  intends to retain all earnings,  if any, for
use in its  business  operations.  Accordingly,  the  Company's  Board  does not
anticipate declaring dividends in the foreseeable future.

LISTING ON OTC BULLETIN BOARD; LIMITED TRADING MARKET

      The  Company's  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 the Company's common stock.

      The trading  price of the  Company's  common stock is presently  less than
$5.00 per share. Therefore,  trading in the Company's common stock is subject to
the requirements of Rule 15g-9 promulgated under the Securities  Exchange Act of
1934, as amended. 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 requirements 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.  The Company's  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 the Company's common stock.

                                      -16-
<PAGE>

      Recently,  the  Company has not been  timely in filing its  quarterly  and
annual  reports.  Pursuant  to the  eligibility  rule for the  over the  counter
Bulletin  Board,  all  quarterly  and annual  reports  must be filed in a timely
manner,  however,  a 30 day  grace  period is  given.  In the event a  company's
reports are not filed  within the 30 day grace  period,  its  securities  may no
longer be quoted on the  over-the-counter  Bulletin  Board.  Because the Company
continues to experience a lack of operating  capital,  there can be no assurance
that  the   Company's   common   stock  will   continue  to  be  quoted  on  the
over-the-counter Bulletin Board.

THERE  EXIST  RISKS TO  STOCKHOLDERS  RELATING  TO  DILUTION:  AUTHORIZATION  OF
ADDITIONAL  SECURITIES AND REDUCTION OF PERCENTAGE SHARE OWNERSHIP  FOLLOWING AN
ACQUISITION OR OTHER TRANSACTION IN WHICH THE COMPANY ISSUES STOCK

      The Company's  certificate  of  incorporation  authorizes  the issuance of
95,000,000 shares of Common Stock. The Company may issue a substantial number of
shares in connection with or following acquisition transactions.

      If the Company  issues 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,  the  Company's  ability to utilize net
operating loss carry forwards,  if any. The issuance of a substantial  number of
shares of common stock may adversely affect the prevailing market price, if any,
for the common  stock.  It could  also  impair  the  Company's  ability to raise
additional capital through the sale of equity securities.

      The Company uses and intends to continue using stock and options,  in lieu
of  cash,  which  presently  is not  available,  to  compensate  its  employees,
consultants and third parties who provide services. Some employees,  consultants
or third parties have been and will be paid in cash, stock,  options or other of
our  securities.  This could  result in a  substantial,  additional  dilution to
investors.

THE COMPANY IS  AUTHORIZED  TO ISSUE FIVE  MILLION  SHARES OF AN  "UNDESIGNATED"
CLASS OF PREFERRED STOCK

                                      -17-
<PAGE>

      The  Company's  certificate  of  incorporation  authorizes  it to issue of
5,000,000  shares of an  undesignated  class of  stock.  With  respect  to these
shares,  the  Company's  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.

      The Company does not presently  intend to issue any  additional  shares of
undesignated stock. Nevertheless, there can be no assurance the Company will not
do so in the future.

A DEFAULT  JUDGMENT IN THE AMOUNT OF $148,900.66  HAS BEEN OBTAINED  AGAINST THE
COMPANY

      In or about  January,  2003,  Citibank,  N.A., as plaintiff,  commenced an
action against Med-Link, USA, Inc.. Dr. Michael Carvo, Med-Link's President, and
another,  in the  Supreme  Court of the  State of New York,  County of  Suffolk.
Plaintiff  alleged  that it was  due a  total  of  $138,814.01,  plus  interest,
relating  to two  loans  extended  to  Med-Link.  On April 22,  2003,  a default
judgment was entered in favor of plaintiff in the amount of  $148,900.66.  While
the  Company  has been  advised  that the  judgment  has been  fully paid by the
plaintiff's  counsel,  each  defendant  was  jointly  and  severally  liable and
Med-Link did not receive a release upon payment of the  judgment.  Med-Link does
not currently have funds available to pay the judgment.  If Citibank execute the
judgment  against  Med-Link,  its  financial  condition and  operations  will be
severely adversely affected.

Item 2. Description of Property

      The Company  currently  utilizes  office  space  located at 11 Oval Drive,
Suite 200B,  Islandia,  N.Y.  11749.  Its annual rental payments are $33,000 for
2004,  $34,000 for 2005 and $20,000 for 2006. For the fiscal year ended December
31, 2004, the Company paid $33,000 in rent.

Item 3. Legal Proceedings

      In or about  January,  2003,  Citibank,  N.A., as plaintiff,  commenced an
action against Med-Link, USA, Inc.. Dr. Michael Carvo, Med-Link's President, and
another,  in the  Supreme  Court of the  State of New York,  County of  Suffolk.
Plaintiff  alleged  that it was  due a  total  of  $138,814.01,  plus  interest,
relating  to two  loans  extended  to  Med-Link.  On April 22,  2003,  a default
judgment was entered in favor of plaintiff in the amount of  $148,900.66,  which
has been paid,  but for which each  defendant is jointly and  severally  liable.
Because  Med-Link  has not  received  a release  from  Citibank,  Citbank  could
technically seek to execute the judgment against Med-Link.

Item 4. Submission of Matters to a Vote of Security Holders

      No matter was submitted during the fourth quarter of the fiscal year ended
December 31, 2004 to a vote of the security  holders,  through  solicitation  of
proxies or otherwise.

                                      -18-
<PAGE>

                                     Part II

Item 5. Market for Common Equity and Related Stockholder Matters.

      The  Company's  common  equity is quoted in the  National  Association  of
Securities  Dealers  over-the-counter  Bulletin  Board.  The high and low  sales
prices of the Company's common stock for each quarter within the last two fiscal
years are set forth below.  On August 15, 2001,  the Company's  common stock was
authorized  for  quotation on the  over-the-counter  Bulletin  Board after being
delisted in 2000. At most times during the last two fiscal years,  trades in the
Company's  common stock were sporadic and  therefore,  published  prices may not
represent a liquid and active  trading  market which would be  indicative of any
meaningful market value.


                                    High                       Low
                                    ----                       ---

1st Quarter 2003  -                 .19                       .06

2nd Quarter 2003  -                 .45                       .09

3rd Quarter 2003  -                 .80                       .33

4th Quarter 2003  -                 .76                       .44

1st Quarter 2004  -                 .78                       .43

2nd Quarter 2004  -                 .56                       .25

3rd Quarter 2004  -                 .45                       .18

4th Quarter 2004  -                 .33                       .16

1st Quarter 2005  -                 .34                       .14

      The above quotations reflect inter-dealer prices,  without retail mark-up,
mark-down or commission and may not represent actual transactions. The source of
the above quotations is Yahoo Finance.

      As of  December  31,  2004  there was one class of common  equity  held by
approximately  1012  holders of record in  addition  to those who hold in street
name.

      No dividends  have been declared by the Company during the last two fiscal
years.  There  are no  restrictions  which  affect or are  likely to affect  the
Company's ability to pay dividends in the future.

                                      -19-
<PAGE>

Equity Compensation Plan Information

      The following  table  contains  information  concerning the Company's only
existing equity  compensation plans which cover certain officers,  employees and
consultants. Each of the officers and consultants entered into an agreement with
the Company for the  provision of services  which  obligates  the Company to pay
option compensation.

<TABLE>
<CAPTION>

                     Plan category                 Number of securities        Weighted average        Number of securities
                                                     to be issued upon        exercise price of      remaining available for
                                                        exercise of          outstanding options,        future issuance
                                                   outstanding options,      warrants and rights
                                                    warrants and rights
        -------------------------------------     ---------------------      -------------------     -----------------------
                                                            (a)                      (b)                       (c)

        <S>                                                        <C>                       <C>                       <C>
        Equity compensation plans approved by                       0                         0                         0
        security holders

        Equity compensation plans not approved              3,500,000 (2)                                       8,625,000 (3)
        by security holders (1)

        Total                                               3,500,000                                           8,625,000

</TABLE>


(1) The Company entered into a consulting agreement with Munish K. Rametra as of
October 1, 2001. Mr. Rametra resigned from the Company is June,  2003.  Pursuant
to the  consulting  agreement,  Mr. Rametra agreed to perform the functions of a
corporate general counsel to the Company by providing  assistance to the Company
in complying with applicable  legal and regulatory  requirements  imposed by the
federal  securities  laws  and  state  law,   assistance  with  structuring  and
administration of employee benefit  arrangements,  assistance in the preparation
of, and review of all SEC filings,  providing advice to the Company with respect
to corporate  governance  issues,  assistance in preparation and analysis of all
contracts  entered into in the  ordinary  course of the  Company's  business and
providing assistance to the Company's outside counsel with respect to litigation
or corporate matters as may be reasonably requested.

                                      -20-
<PAGE>

      Pursuant to the  consulting  agreement,  Mr.  Rametra  received  1,440,000
shares of common  stock.  Seventy-five  percent of those  shares  were issued in
November,  2001,  and  twenty  five  percent  were  issued  on the  eight  month
anniversary of the consulting  agreement.  At the time the consulting  agreement
was entered into,  the common stock was trading at $.01 per share.  Mr.  Rametra
also  received an option to purchase  1,200,000  shares of common  stock at $.02
which vested on the eight month anniversary of the Consulting Agreement.

      The term of the  consulting  agreement with Mr. Rametra was twelve months.
In the  event  that the  Company  wished to  extend  the term of the  consulting
agreement for an additional twelve months, the consulting agreement provides for
the option to do so for compensation of (1) $10,000 per month either (i) in cash
or (ii) in common stock at a 20% discount to the prevailing  market value on the
last business day of each month and (2) an option to purchase 1.2 million shares
of common  stock at fair market value on October 1, 2002.  The Company  extended
the agreement. Mr. Rametra exercised all 2,400,000 options on October 1, 2004.

      The  Company  entered  into a  consulting  agreement  with Ray Vuono as of
October 18,  2001.  Pursuant to the  consulting  agreement,  Mr. Vuono agreed to
provide  management  consulting  services  to  the  Company.  Specifically,  the
consulting  agreement provides that Mr. Vuono has the following principal duties
and  responsibilities:  providing assistance to WGMC with respect to analysis of
management performance and hiring and firing of management employees, assistance
in the formulation of overall business strategies, assistance in the formulation
of  marketing  and  brand  strategies,  identification  of  strategic  partners,
assistance  to  subsidiaries  in  extending  and  reinforcing   existing  client
relationships,  and  attracting  new  clients  and  identification  of  business
inefficiencies   and   reports  to   management   as  to   solutions   for  such
inefficiencies.

      Pursuant to the consulting agreement,  Mr. Vuono received 1,380,000 shares
of common stock.  Seventy-five  percent of those shares were issued in November,
2001, and twenty five percent were issued on the eight month  anniversary of the
consulting agreement. At the time the consulting agreement was entered into, the
common stock was trading at $.02 per share. Mr. Vuono also received an option to
purchase  1,200,000  shares of common  stock at $.02  which  vested on the eight
month anniversary of the consulting agreement.

      The term of the consulting  agreement with Mr. Vuono was twelve months. In
the event that the Company wished to extend the term of the consulting agreement
for an additional  twelve  months,  the  consulting  agreement  provided for the
option to do so for  compensation  of (1) $5,750 per month either (i) in cash or
(ii) in common  stock at a 20%  discount to the  prevailing  market value on the
last business day of each month and (2) an option to purchase 1.2 million shares
of common  stock at fair market value on October 1, 2002.  The Company  extended
the  agreement.  Mr. Vuono  exercised  1,900,000  options as of the date of this
report.

      On January 1, 2004, the Company entered into an employment  agreement with
Mr. Vuono for him to serve as the Company's Chief Executive Officer. The term of
the  agreement  is for three  years and it  provides  for no cash  compensation.
Pursuant to the agreement,  Mr. Vuono is to receive  1,000,000 shares of Company
common stock on the first business day of each year of the term of the agreement
and an option to purchase  1,000,000  shares of the Company's common stock at an
exercise  price equal to the fair market value of the Company's  common stock on
that date.  The  options are to have a  three-year  term.  The common  stock and
options each have a two year vesting  period during which they will be forfeited
if Mr. Vuono is  terminated  for cause or leaves the Company prior to the end of
the term.  The vesting period is accelerated in the event of a change in control
of the Company.

                                      -21-
<PAGE>

      The Company  entered into a consulting  agreement  with Jameson Rose as of
October 1, 2001.  Pursuant  to the  consulting  agreement,  Mr.  Rose  agreed to
perform  the  functions  of perform the  functions  of a Vice  President  of the
Company. Specifically,  Rose agreed to assist in managing the Company's business
and the  businesses of its  subsidiaries,  perform all necessary  administrative
functions in maintaining  the Company,  its  businesses and records,  manage the
Company's internal financial reporting, assist the Company's outside auditors in
their reviews and audits of the Company's  financial  statements and provide and
other services  which may be reasonably  necessary to the Company or any Company
subsidiary.

      Pursuant  to the  consulting  agreement,  Mr.  Rose was to  receive  up to
1,200,000  shares of common  stock.  Seventy-five  percent of those  shares were
issued in November, 2001, and twenty five percent were issued on the eight month
anniversary of the consulting agreement,  unless it was terminated prior to that
date. At the time the  consulting  agreement was entered into,  the common stock
was  trading at $.01 per share.  Mr.  Rose also  received  an option to purchase
1,000,000  shares  of common  stock at $.02  which  vested  on the  eight  month
anniversary of the consulting agreement.

      The term of the consulting  agreement with Mr. Rose was twelve months.  In
the event that the Company wished to extend the term of the consulting agreement
for an additional  twelve  months,  the  consulting  agreement  provided for the
option to do so for  compensation  of (1) $2,000 per month either (i) in cash or
(ii) in common  stock at a 20%  discount to the  prevailing  market value on the
last business day of each month and (2) an option to purchase 1.0 million shares
of common  stock at fair  market  value on October 1, 2002.  The  agreement  was
extended.

      On October 1, 2001, Mr. Rose received an option to purchase 500,000 shares
of the Company's common stock at $.02 in consideration of his services as a Vice
President  of the  Company.  The option  expires on  October 1, 2004.  Mr.  Rose
exercised  500,000 in October of 2004. On January 1, 2004,  the Company  entered
into an  employment  agreement  with Mr. Rose for him to serve as the  Company's
Vice President and Controller.  The term of the agreement is for three years and
it provides for no cash compensation.  Pursuant to the agreement, Mr. Rose is to
receive 500,000 shares of Company common stock on the first business day of each
year of the term of the  agreement and an option to purchase  500,000  shares of
the Company's  common stock at an exercise  price equal to the fair market value
of the Company's common stock on that date. The options are to have a three-year
term.  The common stock and options each have a two year vesting  period  during
which they will be forfeited if Mr. Rose is  terminated  for cause or leaves the
Company prior to the end of the term.  The vesting  period is accelerated in the
event of a change in control of the Company.

                                      -22-
<PAGE>

      On October 1, 2001, the Konrad Kim received an option to purchase  500,000
of the Company's  common stock at $.02 in  consideration  of his services as the
Company's  President and sole  director.  The option expires on October 1, 2004.
Mr. Kim has exercised 100,000 in 2003 and 400,000 shares in October of 2004.

      On January 1, 2004, the Company entered into an employment  agreement with
Mr. Kim for him to serve as the Company's Chief Technical  Officer.  The term of
the  agreement  is for three  years and it  provides  for no cash  compensation.
Pursuant  to the  agreement,  Mr.  Kim is to receive  100,000  shares of Company
common stock on the first business day of each year of the term of the agreement
and an option to purchase  100,000  shares of the  Company's  common stock at an
exercise  price equal to the fair market value of the Company's  common stock on
that date.  The  options are to have a  three-year  term.  The common  stock and
options each have a two year vesting  period during which they will be forfeited
if Mr. Kim is terminated for cause or leaves the Company prior to the end of the
term.  The vesting  period is accelerated in the event of a change in control of
the  Company.  On  January  1,  2005,  the  Company  contingent  to Mr.  Patel's
resignation  increased Mr. Kim's contract by 400,000 shares in compensation  and
400,000 options on the same terms as above in  consideration  for his acceptance
of Mr. Patel's responsibilities with the Company.

      On January 1, 2004, the Company entered into an employment  agreement with
Nilang Patel to serve as the Company's Chief Operating Officer.  The term of the
agreement is for three years and it provides for no cash compensation.  Pursuant
to the agreement, Mr. Patel is to receive 400,000 shares of Company common stock
on the  first  business  day of each  year of the term of the  agreement  and an
option to purchase  400,000 shares of the Company's  common stock at an exercise
price equal to the fair market value of the Company's common stock on that date.
The options are to have a  three-year  term.  The common  stock and options each
have a two year vesting  period during which they will be forfeited if Mr. Patel
is terminated  for cause or leaves the Company prior to the end of the term. The
vesting  period  is  accelerated  in the  event of a change  in  control  of the
Company.  Mr. Patel  resigned on January 1, 2005 and  forfeited  the rest of his
contract.

(2) Consists of the following  number of options held by the  following  persons
which were received pursuant to the agreements set forth above:

Jameson Rose                                         1,500,000
Ray Vuono                                            1,500,000
Nilang Patel                                           400,000
Dr. Michael Carvo                                            0
Konrad Kim                                             100,000

                                                     3,500,000

                                      -23-
<PAGE>

(3) Consists of the  following  numbers of options and common stock which can be
issued to the following  persons in 2005 and 2006  pursuant to their  employment
agreements dated January 1, 2004:

                          Common Stock                 Options

                          2005          2006         2005         2006
Ray Vuono              1,000,000     1,000,000    1,000,000   1,000,000
Jameson Rose             500,000       500,000      500,000     500,000
Konrad Kim               500,000       500,000      500,000     500,000
Totals                 2,000,000     2,000,000    2,000,000   2,000,000

Also includes a total of 625,000 options to purchase the Company's  common stock
to be issued to Dr. Michael Carvo, Chairman of the Company's Board of Directors,
in 2004 through 2006. Recent Sales Unregistered Securities

      In the past  three  fiscal  years,  the  Company  has  sold the  following
securities  without  registration  under the  Securities Act of 1933, as amended
(the "Act") in reliance on exemptions therefrom:

      In November,  2001,  the Company issued  1,080,000,  1,035,000 and 900,000
shares of restricted common stock to Munish Rametra, Ray Vuono and Jameson Rose,
respectively,  pursuant to the consulting  agreements described above. The sales
of common stock to Messrs.  Rametra,  Vuono and Rose were conducted  pursuant to
Section  4(2) of the Act in a  private  transaction  on the  grounds  that  each
consultant made his own  investigation of the Company and had such knowledge and
experience  in  financial  and  business  matters  that  they  were  capable  of
understanding the risks involved in an investment in the Company's securities.

      Pursuant to a December 3, 2001 agreement, the Company issued 50,000 shares
of common stock to Steven  Kaston for  services to be provided as a finder.  The
sale of common stock to Mr. Kaston was conducted pursuant to Section 4(2) of the
Act in a  private  transaction  on the  grounds  that  Mr.  Kaston  made his own
investigation  of the Company and had such knowledge and experience in financial
and business matters that he was capable of understanding  the risks involved in
an investment in the Company's securities.

      Pursuant to a December  24, 2001  agreement,  the  Company  issued  25,000
shares of common stock to Meredith Cagan for services to be provided in creating
a business plan for the Company and assisting in possible future capital raises.
The sale of stock to Ms. Cagan was conducted pursuant to Section 4(2) of the Act
in  a  private   transaction  on  the  grounds  that  Ms.  Cagan  made  her  own
investigation  of the Company and had such knowledge and experience in financial
and business matters that she was capable of understanding the risks involved in
an investment in the Company's securities.

                                      -24-
<PAGE>

      Pursuant  to a  November  21,  2001  Investment  Letter  and  Subscription
Agreement,  the Company  issued  50,000 shares of its common stock to Lisa Verni
for a total  purchase  price of  $9,000.  The sale of  stock  to Ms.  Verni  was
conducted pursuant to Section 4(2) of the Act in a private  transaction based on
Ms. Verni's investment representations.

      Pursuant  to  a  December  5,  2001  Investment  Letter  and  Subscription
Agreement, the Company issued 25,000 shares of its common stock to Stuart Pudell
for a total  purchase  price of  $5,000.  The sale of  stock to Mr.  Pudell  was
conducted pursuant to Section 4(2) of the Act in a private  transaction based on
Mr. Pudell's investment representations.

      Pursuant to two December 21, 2001  Confidentiality  and  Non-Disparagement
Agreements,  the Company  issued a total of 1,100,000  shares of common stock to
former shareholders of Whyldweb  Productions,  Inc. and Earl E. Byrd Electronics
Corp.  with which the  Company  had  previously  entered  into a share  exchange
agreement.  The sale of stock to these  shareholders  was conducted  pursuant to
Section  4(2) of the Act in a  private  transaction  on the  grounds  that  each
shareholder made his own investigation of the Company and had such knowledge and
experience   in  financial   and  business   matters  that  he  was  capable  of
understanding the risks involved in an investment in the Company's securities.

      Pursuant to a December 15, 2001  Assignment  Agreement  among the Company,
Med-Link USA, Inc. and Dr. Michael  Carvo,  the Company issued 120,000 shares of
common stock to Dr.  Michael Carvo in exchange for the assignment of a debt owed
by Med-Line USA,  Inc. to Dr. Carvo in the amount of $30,000.  The sale of stock
to Dr.  Carvo was  conducted  pursuant  to Section  4(2) of the Act in a private
transaction  on the grounds  that Dr.  Carvo made his own  investigation  of the
Company and had such knowledge and experience in financial and business  matters
that he was capable of understanding  the risks involved in an investment in the
Company's securities.

      Pursuant  to a December  28,  2001 Share  Exchange  Agreement  between the
Company and Med-Link USA, Inc., effective January 1, 2002, the Company exchanged
2,000,000 shares of its $.001 par value per share common stock and 400 shares of
preferred stock to Med-Link USA, Inc.'s shareholders. In exchange, Med-Link USA,
Inc.'s  shareholders  delivered all of their issued and outstanding stock to the
Company. The Share Exchange was accomplished pursuant to Section 4(2) of the Act
in a private transaction based on the Med-Link USA, Inc. shareholders investment
representations .

      Pursuant to a January 23, 2002 agreement,  the Company acquired computers,
servers,  monitors,  hubs, and other related equipment from Four J's Enterprises
in exchange for 2,000,000  shares of common stock. The sale of stock to Four J's
Enterprises  was  accomplished  pursuant to Section 4(2) of the Act in a private
transaction based on Four J's Enterprises' investment representations.

      In October through December, 2002, the Company issued a total of 1,294,272
shares  of common  stock to  Munish  Rametra,  Ray  Vuono  and  Jameson  Rose as
compensation  pursuant  to  their  consulting  agreements.  The  issuances  were
accomplished in reliance upon Section 4(2) of the Act in private transactions on
the grounds  that Mr.  Vuono made his own  investigation  of the Company and had
such  knowledge and  experience  in financial  and business  matters that he was
capable of  understanding  the risks  involved in an investment in the Company's
securities.

                                      -25-
<PAGE>

      In December,  2002,  Ray Vuono,  a consultant to the Company,  exercised a
total of 1,147,389  stock  options at $.02 per share.  The issuance to Mr. Vuono
was  accomplished  in  reliance  upon  Section  4(2)  of the  Act  in a  private
transaction  on the grounds  that Mr.  Vuono made his own  investigation  of the
Company and had such knowledge and experience in financial and business  matters
that he was capable of understanding  the risks involved in an investment in the
Company's securities.

      In January 2003,  the Company  issued a total of 184,896  shares of common
stock to Munish Rametra, Ray Vuono and Jameson Rose as compensation  pursuant to
their consulting  agreements.  The issuances were  accomplished in reliance upon
Section  4(2) of the Act in private  transactions  on the grounds that they made
their own  investigation of the Company and had such knowledge and experience in
financial and business matters that they were capable of understanding the risks
involved in an investment in the Company's securities.

      In February,  2003, the Company issued a total of 211,312 shares of common
stock to Munish Rametra, Ray Vuono and Jameson Rose as compensation  pursuant to
their consulting  agreements.  The issuances were  accomplished in reliance upon
Section  4(2) of the Act in private  transactions  on the grounds that they made
their own  investigation of the Company and had such knowledge and experience in
financial and business matters that they were capable of understanding the risks
involved in an investment in the Company's securities.

      In March,  2003,  the Company  issued a total of 246,528  shares of common
stock to Munish Rametra, Ray Vuono and Jameson Rose as compensation  pursuant to
their consulting  agreements.  The issuances were  accomplished in reliance upon
Section  4(2) of the Act in private  transactions  on the grounds that they made
their own  investigation of the Company and had such knowledge and experience in
financial and business matters that they were capable of understanding the risks
involved in an investment in the Company's securities.

      In March,  2003,  the Company  issued 52,611 shares of common stock to Ray
Vuono upon his exercise of options.  The issuance was  accomplished  in reliance
upon  Section  4(2) of the Act in a private  transaction  on the grounds that he
made his own  investigation of the Company and had such knowledge and experience
in financial and business matters that he was capable of understanding the risks
involved in an investment in the Company's securities.

      In April,  2003,  the Company  issued a total of 246,528  shares of common
stock to Munish Rametra, Ray Vuono and Jameson Rose as compensation  pursuant to
their consulting  agreements.  The issuances were  accomplished in reliance upon
Section  4(2) of the Act in private  transactions  on the grounds that they made
their own  investigation of the Company and had such knowledge and experience in
financial and business matters that they were capable of understanding the risks
involved in an investment in the Company's securities.

      On April 24, 2003,  the Company  issued 250,000 shares of its common stock
to David  Kafrissen for services  relating to the  development,  programming and
maintenance of the Med-Link VPN. The issuance was  accomplished in reliance upon
Section 4(2) of the Act in private  transactions on the grounds that he made his
own  investigation  of the  Company and had such  knowledge  and  experience  in
financial and business  matters that he was capable of  understanding  the risks
involved in an investment in the Company's securities.

                                      -26-
<PAGE>

      In May,  2003, the Company issued a total of 92,449 shares of common stock
to Munish Rametra, Ray Vuono and Jameson Rose as compensation  pursuant to their
consulting agreements.  The issuances were accomplished in reliance upon Section
4(2) of the Act in private  transactions on the grounds that they made their own
investigation  of the Company and had such knowledge and experience in financial
and business matters that they were capable of understanding  the risks involved
in an investment in the Company's securities.

      In May,  2003,  the Company  issued  700,000 shares of common stock to Ray
Vuono upon his exercise of options.  The issuance was  accomplished  in reliance
upon  Section  4(2) of the Act in a private  transaction  on the grounds that he
made his own  investigation of the Company and had such knowledge and experience
in financial and business matters that he was capable of understanding the risks
involved in an investment in the Company's securities.

      In June, 2003, the Company issued a total 61,634 shares of common stock to
Munish  Rametra,  Ray Vuono and Jameson Rose as  compensation  pursuant to their
consulting agreements.  The issuances were accomplished in reliance upon Section
4(2) of the Act in private  transactions on the grounds that they made their own
investigation  of the Company and had such knowledge and experience in financial
and business matters that they were capable of understanding  the risks involved
in an investment in the Company's securities.

      In June,  2003,  the  Company  issued  121,608  shares of common  stock to
Jameson Rose upon his exercise of options.  The  issuance  was  accomplished  in
reliance  upon Section 4(2) of the Act in a private  transaction  on the grounds
that he made his own  investigation  of the Company and had such  knowledge  and
experience   in  financial   and  business   matters  that  he  was  capable  of
understanding the risks involved in an investment in the Company's securities.

      In July,  2003, the Company issued 5,209 shares of common stock to Jameson
Rose as  compensation  pursuant to his  employment  agreement  and issued 14,974
shares of common stock to Ray Vuono  pursuant to his employment  agreement.  The
issuances were  accomplished in reliance upon Section 4(2) of the Act in private
transactions  on the  grounds  that they made  their  own  investigation  of the
Company and had such knowledge and experience in financial and business  matters
that they were capable of  understanding  the risks involved in an investment in
the Company's securities.

      In July, 2003, the Company sold 3,000,000 shares of common stock to Cooper
Station Funding Corp. for a total of $195,000.  The stock was sold pursuant to a
consulting  agreement  dated May 16, 2003 in which Cooper Station  Funding Corp.
agreed to assist the  Company  in  marketing  the  Med-Link  VPN by  introducing
prospective clients. In exchange,  the Company agreed to issue common stock at a
discount  from  the  $0.16  trading  price on May 16,  2003.  The  issuance  was
accomplished  in reliance upon Section 4(2) of the Act in a private  transaction
on the grounds that Cooper Station made its own investigation of the Company and
had such knowledge and experience in financial and business  matters that it was
capable of  understanding  the risks  involved in an investment in the Company's
securities.

                                      -27-
<PAGE>

      In August,  2003,  the Company  issued  500,000  shares of common stock to
Cooper Station  Funding Corp.  that was sold to it in June, 2003 pursuant to the
May 16, 2003 agreement  above.  The issuance was  accomplished  in reliance upon
Section  4(2) of the Act in a private  transaction  on the  grounds  that Cooper
Station made its own  investigation  of the Company and had such  knowledge  and
experience   in  financial   and  business   matters  that  it  was  capable  of
understanding the risks involved in an investment in the Company's securities.

      In August,  2003,  the  Company  issued  3,290  shares of common  stock to
Jameson Rose as  compensation  pursuant to his  employment  agreement and issued
9,047 shares of common stock to Ray Vuono pursuant to his employment  agreement.
The  issuances  were  accomplished  in reliance  upon Section 4(2) of the Act in
private  transactions on the grounds that they made their own  investigation  of
the Company and had such  knowledge  and  experience  in financial  and business
matters  that they were  capable  of  understanding  the  risks  involved  in an
investment in the Company's securities.

      In  September,  2003,  the Company  issued 4,546 shares of common stock to
Jameson Rose as  compensation  pursuant to his  employment  agreement and issued
12,500 shares of common stock to Ray Vuono pursuant to his employment agreement.
The  issuances  were  accomplished  in reliance  upon Section 4(2) of the Act in
private  transactions on the grounds that he made his own  investigation  of the
Company and had such knowledge and experience in financial and business  matters
that he was capable of understanding  the risks involved in an investment in the
Company's securities.

      In October,  2003,  the Company  issued  145,000 shares of common stock to
Jameson Rose upon his exercise of options.  The  issuance  was  accomplished  in
reliance  upon Section 4(2) of the Act in a private  transaction  on the grounds
that he made his own  investigation  of the Company and had such  knowledge  and
experience   in  financial   and  business   matters  that  he  was  capable  of
understanding the risks involved in an investment in the Company's securities.

      In November,  2003,  the Company  issued 493,378 shares of common stock to
Dr. Michael Carvo in  satisfaction  of a loan from him to Med-Link in the amount
of $222,021.  The issuance was accomplished in reliance upon Section 4(2) of the
Act in a private  transaction on the grounds that he made his own  investigation
of the Company and had such  knowledge and  experience in financial and business
matters that he was capable of understanding the risks involved in an investment
in the Company's securities.

      In December,  2003,  the Company  issued 100,000 shares of common stock to
Konrad Kim upon the exercise of options by him. The issuance was accomplished in
reliance  upon Section 4(2) of the Act in a private  transaction  on the grounds
that he made his own  investigation  of the Company and had such  knowledge  and
experience   in  financial   and  business   matters  that  he  was  capable  of
understanding  the risks involved in an investment in the Company's  securities.
In October, 2004, Munish Rametra, a former consultant to the Company,  exercised
a total of  1,200,000  stock  options at $.02 per  share.  The  issuance  to Mr.
Rametra was  accomplished  in reliance upon Section 4(2) of the Act in a private
transaction  on the grounds that Mr. Rametra made his own  investigation  of the
Company and had such knowledge and experience in financial and business  matters
that he was capable of understanding  the risks involved in an investment in the
Company's securities.

                                      -28-
<PAGE>

      In October,  2004,  Munish  Rametra,  a former  consultant to the Company,
exercised a total of 1,200,000 stock options at $.06 per share.  The issuance to
Mr.  Rametra was  accomplished  in reliance  upon  Section  4(2) of the Act in a
private  transaction on the grounds that Mr. Rametra made his own  investigation
of the Company and had such  knowledge and  experience in financial and business
matters that he was capable of understanding the risks involved in an investment
in the Company's securities.

      In October,  2004,  James Rose,  an employee of the  Company,  exercised a
total of 1,232,545 stock options at $.02 per share. The issuance to Mr. Rose was
accomplished  in reliance upon Section 4(2) of the Act in a private  transaction
on the grounds that Mr. Rose made his own  investigation  of the Company and had
such  knowledge and  experience  in financial  and business  matters that he was
capable of  understanding  the risks  involved in an investment in the Company's
securities.

      In October,  2004,  Konrad Kim,  an employee of the  Company,  exercised a
total of 400,000  stock  options at $.02 per share.  The issuance to Mr. Kim was
accomplished  in reliance upon Section 4(2) of the Act in a private  transaction
on the grounds  that Mr. Kim made his own  investigation  of the Company and had
such  knowledge and  experience  in financial  and business  matters that he was
capable of  understanding  the risks  involved in an investment in the Company's
securities.

      In November,  2004,  Marty  Halfon,  a former  consultant  to the Company,
exercised a total of 100,000  stock  options at $.10 per share.  The issuance to
Mr.  Halfon was  accomplished  in  reliance  upon  Section  4(2) of the Act in a
private transaction on the grounds that Mr. Halfon made his own investigation of
the Company and had such  knowledge  and  experience  in financial  and business
matters that he was capable of understanding the risks involved in an investment
in the Company's securities.

                                      -29-
<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation

BUSINESS OVERVIEW

      The business of Western Media Group Corporation (the "Company") is carried
out by three wholly owned subsidiaries, Med-Link USA, Inc. ("Med-Link"), MedLink
VPN, Inc. ("MVPN"),  and K-Rad Konsulting,  LLC ("KKL"), a 50% owned subsidiary,
MedLink West, Inc.  ("MedLink  West"),  and a MedLink FE, Inc.  ("MedLink FE", a
corporation owned 34% by the Company and 33% by MedLink West.  Med-Link provides
a full service communication network to physicians and hospitals and can provide
its  services  to  labs  and  other   businesses  that  require  a  service  for
communication  of  emergencies.  MVPN  was  incorporated  in 2003 as a  separate
marketing  company for Med-Link.  The Company's  flagship  product,  the MedLink
VPN(TM),   is  a  secure  and  HIPAA  (The  Health  Insurance   Portability  and
Accountability Act) compliant medical  telecommunications  platform designed and
created to improve the flow of medical  information among and between healthcare
professionals.

      MedLink  West  provides  customer  service and  support for the  Company's
products  and  services in areas west of the  Mississippi  River and MedLink FE,
which has been  incorporated to provide  marketing and support  services for the
Company's  products  and  services  in Japan and  eventually  other Far  Eastern
countries.  References  to  Med-Link  herein  are to  both  Med-Link  and  MVPN.
References  to the  Company  include the  Company,  all of its 50% or more owned
subsidiaries and MedLink FE.

      KKL has one  employee,  Konrad Kim, who is also a Director of the Company,
and is a solution  provider for  Internet  infrastructure.  KKL offers  Internet
infrastructure consulting for businesses using what it deems reliable sources of
technical  help for their  computers.  KKL's offers three main services are: (1)
hourly technical aid; (2) retainer contracts for specific skills or systems; and
(3) project consulting.

      Currently,  KKL is engaged in providing  services  almost  exclusively  to
Med-Link.  Konrad Kim entered into an employment  agreement  with the Company on
January 1, 2004 to provide  services  with  respect to Med-Link  and its Virtual
Private Network ("VPN") product. However, KKL may seek to market its services to
others in the future.

                                      -30-
<PAGE>

      The Company's  principal  product is the MedLink VPN. The MedLink VPN is a
virtual private network which allows subscribing doctors to securely communicate
with other  doctors and to remotely  access and retrieve  patient  records,  lab
results,  X-Rays, CAT Scans and other information.  The MedLink VPN incorporates
several  third-party  applications,  including Netwolves  Corporation's  WolfPac
Server;  LaserCard  Systems  Corporation's  optical  memory  card;  McGraw Hills
Harrison's  Online Access  Medicine;  Avreo,  Inc.'s and Erad,  Inc.'s radiology
software;  Film & Music Entertainment,  Inc.'s FELIX streaming video system; and
PerfectServe's and Wildgate  Wireless,  Inc.'s messaging  services.  The Company
also offers  messaging and paging services in conjunction  with the MedLink USA.
The Company has recently added a video  conferencing  application to the MedLink
VPN which will allow  subscribers  to view and interact with the UCLA Center for
Healthier Children,  Families and Communities (the "UCLA Center").  This product
allows for  lectures  and  seminars to be  broadcast  and  archived  through the
MedLink  VPN.  The  MedLink  VPN  video  conferencing  application  will be made
available  network  wide on the  MedLink  VPN.  In  addition  in the Company has
recently  added access to all  subscribing  physician's  access to McGraw Hill's
Harrison  Online  featuring  Access  Medicine  which  is a $135  value  to  each
subscriber that they receive free with a paid subscription to one of the MedLink
VPN's other paid  services.  Harrison  Online is considered  the most  respected
medical reference library in the world,  which the Company added as an incentive
to lure  physicians  to  subscribe  to the MedLink  VPN. The MedLink VPN will be
launching  in the next  few  months  the  MedLink  Lasercard  EHR  solution.  In
conjunction  with Apollo Health  Street,  the Company has  developed  additional
features  to the  Lasercard  application  to  provide  subscribers  with a fully
Portable and  accessible  EHR solution to not only meet their own needs but that
of the paitents  and the  government  mandate set in place by President  Bush to
establish a national portable electronic health record.

      Currently,  the  Company  has  installed  the  MedLink  VPN at New  Island
Hospital in  Bethpage,  New York,  The UCLA  Center,  Landmark  Imaging,  Access
Imaging and Volant  Imaging which are all in the Los Angeles  area.  The Company
believes that it has a turnkey system which can be installed at other  hospitals
and medical  practices,  and has initiating a Value Added Reseller (VAR) program
of the MedLink VPN. The Company will offer its MedLink VPN as a VPN platform for
other  networks  related to healthcare  and Social  Services  programs.  Through
MedLink FE, the Company hopes to market the MedLink VPN in Japan and other Asian
countries.  The Company  believes  that the VPN market will continue to grow and
more  applications  will be made  available  for the MedLink VPN  platform.  The
Company's current marketing plan is to market the VPN to Medical facilities such
as Hospitals,  government  agencies and radiology centers. By signing a hospital
with  its  large  medical  staff or  radiology  centers  with a large  referring
physician  base the  Company  believes it will be more  effective  and more cost
efficient in recruiting  paying  subscribers/physicians  to the MedLink VPN were
the Company will ultimately realize the majority of its revenues.

STATUS OF THE VPN AT NEW ISLAND HOSPITAL

      The  VPN  at  New  Island  Hospital  is  currently  fully  operational.  A
diagnostic  station has been set up by Med-Link for viewing MRIs,  CAT Scans and
other  images via the VPN and  additional  viewing  stations  have been added in
certain strategic locations around the hospital including the doctors lounge and
emergency  room.  The  Company  has  also  integrated  via HL7  integration  the
Hospitals  internal  ADT  (Admission,  Discharge,  &  Transfer)  system into the
MedLink  VPN. The MedLink EHR  application  will also be installed in the coming
months upon completion of the development and testing by Apollo.  As of the date
of this report, marketing activities at New Island Hospital have been undertaken
for the some 700+ doctors  that the Company is focusing on becoming  subscribers
of the MedLink VPN, but the Company has limited it's  activities  towards  those
physicians  until  every  aspect of the VPN can be  installed  and  tested.  The
Company  believes  in the long run it will have more  success in  marketing  and
retaining the physicians if it waits until the system  integration at New Island
Hospital is complete as opposed to offering  them a piece meal system right now.
The  Company is very  pleased in the  results  of the HL7  integration  with the
Hospital ADT, which solidifies the Company's  representation that the VPN can be
installed  and  integrated  into  any  hospital   information  system  or  other
applications.

                                      -31-
<PAGE>

PLAN OF OPERATION

      The Company  believes  the  installation  of the MedLink VPN at New Island
Hospital to be the first step in demonstrating the usefulness and scalability of
the MedLink VPN.  Because of the various  services  provided through this secure
connection to information hubs for physicians, i.e., hospitals, and laboratories
and  radiology  centers  as well as other  modalities  in other  locations,  the
MedLink VPN can be customized for any particular discipline in the medical area.

      The Company has and will continue to use the VPN that it has set up at New
Island Hospital as its primary  marketing tool with other  hospitals  across the
country.  The Company has also  engaged  five agents in the  California  area to
market and service the MedLink VPN product. The Company also plans to expand its
operation  in the New York  area as well as in  Philadelphia,  where  talks  and
marketing  material has been distributed to a large University  Hospital and its
affiliates  in the  area.  The  Company  is also in  discussions  with a medical
research based government agency to streamline the data securely and efficiently
between its 60 centers  across the U.S. The Company is also in the intial phases
of discussions with two large radiology equipment providers which have contacted
the Company to utilize the MedLink VPN as an answer to GE's  Centricity  system,
which  utilizes  similar  technology  to that of the VPN.  However,  the Company
believes its technology is superior due to the  scalability  to non  proprietary
applications.

      Under its agreement with JMS Capital Partners, LLC ("JMS"), which owns the
other 50% of the  outstanding  stock of MedLink West, the Company is entitled to
designate  two of the three  directors of MedLink  West.  Under the terms of the
agreement MedLink West will maintain offices in the Los Angeles area and provide
sufficient  personnel  for  customer  support and  service for the MedLink  VPN.
MedLink West will also  establish a customer  support center that will include a
MedLink VPN help desk,  on-call network security and certified  consultants,  as
well  as  ongoing  business  development  to  cultivate  business  contacts  and
introduce hospitals and other medical organizations to the MedLink VPN.

      MedLink West has now  launched  www.MedLinkwest.com  The website  presents
corporate  and medical news, an overview of MedLink  West's  extensive  suite of
services,  including  communications,  financial,  human resource, and insurance
solutions, and features the MedLink VPN..

      MedLink  West has  signed an  agreement  with  PERSONeM,  LLC.,  a leading
supplier of  Internet-based  Human Resources (HR) management  systems,  to offer
MedLinkHR:  a web-based  HR  management  system  designed  specifically  for the
healthcare industry,  made available through the MedLink VPN. The Internet-based
MedLinkHR  platform is now  accessible  as a  subscription  service  through the
MedLink  VPN,  MedLink  West's  flagship  product.  Among  the many  cost-saving
benefits offered through the MedLinkHR system are the lack of expensive software
applications   and  ongoing  update   purchases,   the  elimination  of  outside
consultants,  the  reduction in the  implementation  timetable  and no intrusive
on-site IT concerns.  Most important are the benefits in HR administrative  time
savings and enhanced employee services.  MedLinkHR makes these benefits possible
by providing centralized workforce data and integrated HR functions that include
scheduling,  time  clock  integration,  and  anytime  access to time  management
reporting - all critical HR components  to the  healthcare  industry.  MedLinkHR
requires  only an  Internet  connection  through an updated  and  compliant  web
browser that can be found through the MedLink VPN.

                                      -32-
<PAGE>

      MedLink  FE has  opened  an  office  in  Tokyo,  Japan  and  is  currently
developing  applications  for the Japanese market similar to that offered on the
MedLink VPN in the U.S. Japan has the second largest medical market in the world
and this market  continues to grow. The growth is a product of several  factors,
such as increased desire to find  cost-effective  healthcare  solutions,  a more
favorable regulatory and registration environment for foreign medical companies,
and a  rapidly  aging  population  whose  healthcare  needs are  soaring.  These
conditions  present the MedLink VPN with an  opportunity,  and allow the Company
the opportunity, to participate in the high tech Japanese market.

      Under the Company's  agreement with the UCLA Center,  the UCLA Center will
utilize the MedLink VPN to  distribute  specific  content  through its  existing
websites to be accessed  securely by the UCLA  Center's  offsite  locations  and
other related  social  service  organizations,  which will be subscribers of the
MedLink VPN.

      In November 2004 the UCLA Center administered its first Lecture,  entitled
"Mapping  Children's  Development  Progress  in Canada" on the  MedLink  VPN. By
utilizing the MedLink VPN and its secure communication platform, the UCLA Center
will build a content  library to be utilized by its affiliates  around the world
to help  promote  opportunities  for  improving  the  health  and well  being of
children.  The UCLA Center is affiliated with schools in the State of California
and similar  centers across the United States and around the world.  The MedLink
VPN will allow for the UCLA Center and its  affiliated  centers around the world
to create a forum for the exchange of ideas, applications, research studies, and
clinical data.  Western Media Group  Corporation  will look to offer the MedLink
VPN and its related services to organizations  and institutions  affiliated with
the UCLA Center on a subscription basis.

      In October 2004 the Company entered into a Value Added Reseller  agreement
with  LaserCard  Systems  Corporation  to  package  an EMR  (Electronic  Medical
Records)  solution to its clients.  The LaserCard  optical  memory card offers a
secure and cost effective solution to bridge the information gap. Patients carry
their own  electronic  patient  record or dataset to the  participating  clinic,
physician or provider without additional communication hardware or file transfer
costs. In any health care setting, the optical memory card can transport secure,
partial or complete electronic patient records, helping to expedite care, reduce
costs,  and perhaps  save lives.  The  LaserCard-based  patient  record card can
provide a secure  permanent  audit trail of all significant  events,  diagnoses,
treatments  and  outcomes.  Using the card,  anonymous  data can be  accumulated
automatically,  and coupled with the established  security features provided via
the MedLink VPN, the card will help  physicians  and  hospitals  further  ensure
compliance with HIPAA.

                                      -33-
<PAGE>

      In February of 2005,  the company  entered into an  agreement  with Apollo
Health Street Limited,  a leading health  information  solutions  provider,  was
chosen as its technology services partner to develop and enhance the MedLink EHR
optical  memory  card  application.  The  agreement  called  for a  multi  phase
development  of  the  product  that  will  involve  increased   development  and
enhancements  including an expanded  dedicated  team of  developers,  as well as
customer  support of for the  product.  The Company has  announced  an agreement
whereby  MedLink  VPN,  Inc.  will  offer eRAD Image  Medical's  web-based  PACS
solution,   PracticeBuilder   1o2o3,  as  part  of  its  MedLink  VPN  platform.
PracticeBuilder  1o2o3 is a full featured digital radiology program that will be
accessed by clients through the MedLink VPN portal. The MedLink VPN is a virtual
private network that provides secure and HIPAA-compliant telecommunications on a
platform that allows medical professionals the ability to transfer patient data,
billing,  insurance  claims and other  correspondence  through a secure  network
environment.   The  technology  also  allows  subscribing  doctors  to  securely
communicate  with other  doctors and to  remotely  access and  retrieve  patient
records, lab results, X-Rays, CAT Scans and other information. MedLink VPN plans
to install this solution at locations  which have  implemented  the MedLink VPN.
Currently  the MedLink VPN is in operation at various  locations in New York and
California,  and  Western  Media Group has plans to  continue  expansion  of the
MedLink VPN and its associated  services  utilizing various sales channels.  The
Company  will now be able to offer  the  services  of  Perfect  Serve  including
Perfect Serve's OnCall,  through the MedLink VPN to its subscribing  physicians.
PerfectServe  OnCall lets physicians give a single contact  telephone number for
others  to call  around  the  clock.  This  service  works  with all  brands  of
peripheral  communications  devices  including pagers,  mobile phones,  wireless
devices,  PDA's and standard telephones.  Users may easily change the times that
any device is active via the  telephone  or over the  Internet.  The MedLink VPN
will also  deploy  other  PerfectServe  products,  including  the  HIPAA-secure,
IP-based voice/data network called ACDS (Assured Content Deliver Services) which
allows organizations to push clinical data to its physicians network. ACDS is an
application whereby a computer system capable of generating a secure web service
event can "speak" to  PerfectServe,  for  example a lab could send test  results
efficiently  and securely.  PerfectServe  will complement  MedLink  Access,  the
automated  answering  service already offered via the MedLink VPN in conjunction
with Wildgate  Wireless in response to client demand for an automated  answering
service more suited for large practices.

      Med-Link  is  currently  marketing  the  MedLink  VPN based on a "user pay
service"  structure.  This  means  that  there  is no  cost to the  hospital  or
institution  to install the system which is paid for through  subscription  fees
collected  from  physicians  and medical  practices  that use the MedLink VPN to
access  information  from outside the hospital.  While this strategy  results in
risk to the Company,  the Company's  management  believes that the costs will be
recouped quickly upon installation.

                                      -34-
<PAGE>

      MedLink has had increased  interest  from a radiology  groups that wish to
have  complete  HIPAA   compliant   connectivity   without  the  use  of  costly
point-to-point  T1 lines.  MedLink believes that the MedLink VPN can be utilized
in a cost effective manner on an even smaller scale whereby a physician can have
complete HIPAA compliant  connectivity  between his or her home and office.  The
physician  can also use the MedLink VPN tunnel to access its  existing  practice
management  applications;  this would require  system  integration  and the work
would be performed  through KKL,  creating another source of potential income to
the Company.

      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 of Common Stock or
other  securities  or bank  loans to  finance  its  operations  and  Research  &
Development.

      As discussed in this report, the Company has signed several contracts with
hospitals and radiology centers in various parts of the US. To date,  management
is very satisfied with the results of  beta-testing  of  installations  at these
facilities and the feedback received from these centers. Additionally management
is  sufficiently  comfortable in its ability to generate future revenue from the
MedLink VPN and MedLink EHR that it expects in time to be able to alleviate  the
current concerns of the Company's auditors.


RESULTS OF OPERATIONS

      The  Company's  revenues  from  continuing  operations  for the year ended
December  31, 2004 and 2003 were $0 and $14,375,  respectively.  The decrease in
revenue is primarily  attributable to the Company's  decision to concentrate its
efforts on  implementing  and developing the Med-Link VPN at New Island Hospital
and the discontinuation of services to customers who used only paging services.

      Expenses  for the  fiscal  year  ended  December  31,  2004 and 2003  were
$1,627,211 and $989,814,  respectively. The increase in 2004 is primarily due to
employment agreements entered into as of January 1, 2004.

      The Company had net losses of $(1,627,211)  and $(4,470,905) in the fiscal
years ended December 31, 2004 and December 31, 2003, respectively.  The decrease
in net losses  resulted  primarily  from the Company's  right off of goodwill in
2003 and its continued commitment to install its Med-Link VPN at Medical Centers


                                      -35-
<PAGE>

across the country at no cost to the facility,  without  having yet received any
revenues  relating to the MedLink VPN  installed and the  employment  agreements
entered into as of January 1, 2004.

Liquidity and Capital Resources

      At  December  31,  2004,  the  Company  had a working  capital  deficiency
of_$365,042.  While the Company  believes  revenue  that will be earned from the
MedLink VPN will be sufficient to sustain the Company's  operations for the next
twelve months, there can be no guarantee that this will be the case and that the
Company will not have to raise additional  capital from investors.  In the event
the Company has to raise additional capital, there can be no assurance that such
capital  will be  available  when  needed,  or that  it  will  be  available  on
satisfactory terms.

Critical Accounting Policies

      The preparation of financial  statements and related disclosures  requires
management to make judgments,  assumptions and estimates that affect the amounts
in the consolidated  financial  statements and accompanying notes. Note 1 to the
consolidated  Annual Report on Form 10-KSB for the year ended  December 31, 2004
describes  the  significant   accounting   policies  and  methods  used  in  the
preparation of the consolidated  financial  statements.  Estimates are used for,
but not limited to, goodwill  impairment and long-lived asset  impairments.  The
following critical accounting policies are impacted  significantly by judgments,
assumptions and estimates used in the preparation of the consolidated  financial
statements.


                                      -36-
<PAGE>

Item 7. Financial Statements

      The financial  statements of the Company  appear at the end of this report
beginning with the Index to Financial Statements on page F-1.

Item  8.  Changes  In and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure.

      In March,  2005,  the  Company  retained  Jewett,  Schwartz &  Associates,
Certified Public  Accountants with an office at 2514 Hollywood Blvd,  Hollywood,
FL 33020 to perform an audit of the  Companys  year end  consolidated  financial
statements. The change was made due to Farber, Blicht, Eyerman & Herzog internal
decision  to no  longer  pursue  SEC  related  accounting  work due to the costs
associated.  However,  Farber,  Blicht, Eyerman & Herzog continue to prepare the
Company's  financial  statements  in  prepearation  for the audit  committed  bu
Jewett, Schwartz & Associates.

Item 8A. Controls and Procedures

      As of April 1, 2005, an evaluation was performed under the supervision and
with the participation of the Company's  management,  including the CEO and Vice
President,  of the  effectiveness  of the design and  operation of the Company's
disclosure  controls and  procedures.  Based on that  evaluation,  the Company's
management,  including the CEO and Vice  President  concluded that the Company's
disclosure  controls and  procedures  were  effective in ensuring  that material
information  relating to the Company with respect to the period  covered by this
report was made known to them.

      Based upon their evaluation of the Company's  internal  controls within 90
days of the date of this report,  the CEO and Vice President of the Company have
identified the following internal control deficiencies:

      1.  lack of  segregation  of  duties  relating  to cash,  receivables  and
      safeguarding of assets; and

      2. failure to file sales and payroll tax returns.

      The Company plans to take steps to address these deficiencies.  There have
been no  significant  changes in the  Company's  internal  controls  or in other
factors that could significantly  affect internal controls subsequent to January
1, 2005.


                                      -37-
<PAGE>

                                    Part III

Item  9.  Directors,   Executive   Officers,   Promoters  and  Control  Persons;
          Compliance with Section 16(a) of the Exchange Act

Directors, Executive Officers, Promoters and Control Persons

      The  following  table  sets  forth the name,  age,  and  position  of each
executive  officer and director  and the term of office of each  director of the
Company.

<TABLE>
<CAPTION>

Name                       Age              Position                            Director or Officer Since
<S>                        <C>                                                          <C>
Ray Vuono                  39               Chief Executive Officer,            January 1, 2004
                                            President and Director

Konrad Kim                 33               Director and                        October, 2000
                                            Chief Technology Officer

Dr. Michael Carvo 52                        Director and                        January 1, 2002
                                            President of
                                            Med-Link, USA, Inc.

</TABLE>

      All Directors hold their positions for one year and until their successors
are duly  elected  and  qualified.  All  officers  hold their  positions  at the
discretion of the Board of Directors.

      Set forth below is certain biographical  information regarding each of the
Company's executive officers and directors:

Ray Vuono

      Mr. Vuono  served as a  consultant  to the Company from October 2001 until
December  2003.  On  January 1, 2004 Mr.  Vuono was  appointed  Chief  Executive
Officer  and  President  of the  Company.  Mr.  Vuono has also  served as CEO of
RayvonVC, a private venture capital firm which invested and managed companies in
various lines of business.  As part of his duties at RayvonVC,  Mr. Vuono served
as President of National Support Systems a national  insurance agency group, and
while there helped in the  conversion  of agencies  around the country to a more
automated  system of delivering  insurance  products.  Mr. Vuono has a Degree in
Economics from the University of Calgary.

Konrad Kim

      Mr.  Kim  received a B.S.  in  Natural  Sciences  from the  University  of
Wisconsin in 1992, and has been a Microsoft  Certified  Professional since 1997.
Mr. Kim was employed as a Contract NT Systems Engineer at the internet companies
of iClips.com and Gatway.com in 2000 and 1999, respectively.  From 1997 to 1999,
he was employed at Moody's  Investors  Services as a Technical  Systems Analyst.
During 1996 and 1997,  he was a Consultant  Systems  Administrator  for Colombia
House and Village  Voice.  From 1995 to 1996,  Mr. Kim was a Consulting  Systems
Administrator for Sony Entertainment.


                                      -38-
<PAGE>

Dr. Michael Carvo

      Dr. Michael Carvo is a family  physician,  who has been  practicing out of
Farmingdale,  Long Island for over twenty years.  Dr. Carvo became involved with
Med-Link in 1995, when it was a medical answering service called  Communications
2001. Dr. Carvo brings the  experience  and expertise of a functioning,  private
practitioner  to  Med-Link  USA,  that allows the company to meet the needs of a
modern medical office.

Significant Employees

Jameson Rose, Vice President & Chief Financial Officer (26)

      Mr. Rose has served as the Company's Vice President since September, 2001.
Prior to joining  the  Company,  Mr.  Rose was a Vice  President  at  Ambassador
Capital Group, a company which assisted private companies in going public.

Family Relationships

      There are no family relationships among the Directors or Officers.

Involvement in Certain Legal Proceedings

      During the past five years, no Director,  Executive  Officer,  Promoter or
Control Person of the Company:

      (1) been general partner or executive  officer of a business at the time a
bankruptcy petition was filed by, or against it;

      (2) been convicted in a criminal  proceeding and are not currently subject
to a pending criminal proceeding;

      (3)  been  subject  to  an  order,  judgment  or  decree,  permanently  or
temporarily   enjoining,   barring,   suspending  or  otherwise  limiting  their
involvement in any type of business, securities or banking activities; or

      (4) been found by a court of competent  jurisdiction  (in a civil action),
the  Securities  and  Exchange  Commission,  or the  Commodity  Futures  Trading
Commission, to have violated a federal of state securities or commodities law.

Compliance with Section 16(a) of the Exchange Act

      Not applicable.


                                      -39-
<PAGE>

Item 10. Executive Compensation

      The  following  compensation  was paid to the  Company's  Chief  Executive
Officer and other officers during the periods indicated:

<TABLE>
<CAPTION>

                                                                SUMMARY COMPENSATION TABLE

                                                                                           Long Term Compensation
                                                                                      ----------------------------------
                                                     Annual Compensation                 Awards             Payouts
                                                  --------------------------------    ----------------------------------
                                                                                                                              All
                                                                        Other         Restricted    Securities               Other
                                                                        Annual         Stock        Underlying     LTIP      Compen
                                                  Salary      Bonus   Compensation     Award(s)    Options/SARs   Payouts   -sation
Name and Principal Position             Year       ($)         ($)        ($)            ($)            (#)         ($)        ($)
                                        ----      ------      -----   ------------     --------    ------------   -------    -------
<S>            <C>                      <C>      <C>                  <C>             <C>            <C>
Ray Vuono, CEO (1)                      2004     $        0           $        0      1,000,000      1,000,000
                                        2003     $        0           $        0        374,505              0
                                        2002     $        0           $        0        419,272      1,200,000
                                        2001     $   69,000           $   69,000      1,035,000      1,200,000

Jameson Rose, Vice President (2)        2004     $        0           $        0        500,000        500,000
                                        2003     $        0           $        0        130,606              0
                                        2002     $        0           $        0        300,000      1,500,000
                                        2001     $   24,000           $   28,800        900,000      1,000,000

Konrad Kim, former President            2004     $        0           $        0        100,000        100,000
current CTO                             2003     $        0           $        0              0              0
                                        2002     $   39,738           $        0              0        500,000
                                        2001     $        0           $        0              0

</TABLE>

(1) Mr. Vuono did not receive any cash during the years ended  December 31, 2003
or 2002,  but did receive  374,505 and 419,272 shares of common stock as payment
in those years,  respectively,  in lieu of cash. Mr. Vuono's stock  compensation
was based on a cash rate of $5,750 per month at a 20% discount to the prevailing
market rate when paid.

(2) Mr. Rose did not receive any cash during the year ended December 31, 2003 or
2002, but did receive 130,606 and 145,834 shares of common stock in those years,
respectively,  in lieu of cash. Mr. Rose's stock  compensation  was based on the
rate of $2,000 per month at a 20%  discount to the  prevailing  market rate when
paid.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners


                                      -40-
<PAGE>

         The following table sets forth information furnished to the Company
with respect to the beneficial ownership of our common stock by each executive
officer and director named below, by all directors and executive officers as a
group and by anyone know to the Company to beneficially own more than 5% of the
Company's securities, each as of March 31, 2004. Unless otherwise indicated,
each of the persons listed has sole voting and dispositive power with respect to
the shares shown as beneficially owned.
<TABLE>
<CAPTION>

                                                              Amount and
                                    Name and                  Nature of
Title of Class             Address of Beneficial Owner        Beneficial Ownership      Percent of Class
--------------------------------------------------------------------------------------------------------
<C>                        <C>                                <C>                          <C>
$.01 par                   4J's Enterprises                   2,000,000                    5.57%
value per                  1215 Court North Drive
share                      Melville, New York  11747
common

$.001 par                  DDR, Ltd.                          7,941,502                    22.11%
value per                  560 Broadhollow Road
share                      Suite 304
common                     Melville, New York  11747

$.01 par (1)               Ray Vuono                          2,735,524                    7.60%
value per                  11 Oval Drive, Suite 200B
share                      Islandia, New York  11749
common

$.001 par                  Munish Rametra                     2,577,431                    7.15%
value per                  11 Oval Drive, Suite 200B
share                      Islandia, New York  11749
common

$.001 par (2)              Jameson Rose                       3,366,740                    9.35%
value per                  11 Oval Drive, Suite 200B
share                      Islandia, New York  11749
common

$.001 par                  Dr. Michael Carvo, Director        1,750,000                    4.87%
value per                  560 Broadhollow Road
share                      Suite 201
common                     Melville, New York  11747

$.001 par (3)              Konrad Kim                         800,000                      2.22%
value per                  11 Oval Drive, Suite 200B
share                      Islandia, New York  11749
common

All officers and directors as a group                         8,652,264                    24.08%

</TABLE>


                                      -41-
<PAGE>

(1) Includes  1,500,000  shares issuable upon the exercise of options granted to
Mr. Vuono in October, 2001 and pursuant to Mr. Vuono's consulting agreement.

(2) Includes  1,500,000  shares issuable upon exercise of options granted to Mr.
Rose in October, 2001 and pursuant to his consulting agreement.

(3) Includes  100,000 shares  issuable upon exercise of optionsb  granted to Mr.
Kim pursuant to his consulting agreement.

Item 12. Certain Relationships and Related Transactions

      Effective  January 1, 2002,  the  Company  acquired  all of the issued and
outstanding  stock of Med-Link USA, Inc., a privately held New York  corporation
("Med-Link") pursuant to a Share Exchange Agreement dated December 28, 2001 (the
"Agreement").  As a result of the share exchange, Med-Link is now a wholly owned
subsidiary of the Company and Dr. Michael Carvo, the President and a shareholder
of Med-Link, is now a Company director.  There was no affiliation or association
between  Med-Link  and the  Company  prior to the  Agreement.  The  transactions
contemplated by the Agreement were intended to be a tax-free  exchange  pursuant
to Section 368 of the Internal Revenue Code of 1986.

      As a result of the share exchange  pursuant to the Agreement,  the Company
issued  2,000,000  shares of its $.001 par value per share  common stock and 400
shares of preferred stock to Med-Link's  shareholders.  In exchange,  Med-Link's
four  shareholders,  including  Dr.  Carvo,  delivered  all  of the  issued  and
outstanding stock of Med-Link to the Company.  The 400 shares of preferred stock
were cancelled by agreement with the holders of the preferred  stock on December
31, 2003.

      The purchase price paid for  Med-Link's  shares was determined by analysis
and valuation of Med-Link's  financial condition and projected future cash flows
and  comparing  it to (i) the market  price and  projected  market  price of the
Company's  common  stock  and (ii) the  value of the  preferred  stock  based on
Med-Link's projected cash flows.

      In October through December, 2002, the Company issued a total of 1,294,272
shares  of common  stock to  Munish  Rametra,  Ray  Vuono  and  Jameson  Rose as
compensation for services under their consulting agreements.

      During the fiscal year ended December 31, 2003, the Company issued a total
of  1,092,911  shares of common stock to Munish  Rametra,  Ray Vuono and Jameson
Rose and 821,608  options to purchase common stock to Ray Vuono and Jameson Rose
as compensation for services under their consulting agreements.

      On March 29,  2001,  the Company  sold  certain  assets to Konrad Kim, the
President  of KKL and,  at the  time,  President  of the  Company  and a Company
Director, for $25,000, evidenced by a note bearing interest at a rate of 10% per
annum.  The note matured on March 1, 2002 and was extended  until March 1, 2003.
This note was  collateralized  by  100,000  restricted  shares of the  Company's
common stock owned by Mr. Kim.  During the year ended  December  31,  2001,  the
Company loaned an additional  $37,528 to Mr. Kim. This loan is payable on demand
and is non-interest bearing.  Imputed interest has been computed on this loan at
the rate of 7% per annum.


                                      -42-
<PAGE>

      On December 19, 2003, Mr. Kim exercised  100,000  options and conveyed the
stock received upon exercise to the Company in satisfaction of $56,965 remaining
on the above notes.

      In November,  2003,  the Company  issued 493,378 shares of common stock to
Dr. Michael Carvo in  satisfaction  of a loan from him to Med-Link in the amount
of $222,021.

Item 13. Exhibits and Reports on Form 8-K

      No reports on Form 8-K were  filed  during the last  quarter of the period
covered by this report.

<TABLE>
<CAPTION>

SEC Ref.
No.               Title of Document
---------         -----------------
<C>               <C>
3.1               Amended of Articles of Incorporation (1)

3.2               Bylaws (1)

10.1              Consulting Agreement with DDR,  Ltd.
                  dated October 11, 2000 (3)

10.2              Acquisition Agreement pertaining  to
                  K-Rad Konsulting, LLC, dated October 27,  2000 (3)

10.6              Share Exchange Agreement between the Company and Med-Link USA, Inc.
                  dated December 28, 2001 (4)

10.7              Asset Purchase Agreement between the Company and 4J's Enterprises dated
                  January 23, 2002 (5)

10.8              Telecommunications Services Agreement dated November 27, 2002
                  between New Island Hospital and Med-Link USA, Inc. (6)

10.9              Messaging Service Agreement made as of November 22, 2002 between
                  Total Infosystems, Inc. and Med-Link USA, Inc. (6)


                                      -43-
<PAGE>

10.10             Employment Agreement between the Company and Ray Vuono dated January 1, 2004; (7)

10.11             Employment Agreement between the Company and Jameson Rose dated January 1, 2004; (7)

10.12             Employment Agreement between the Company and Nilang Patel dated January 1, 2004;
(7)

10.13             Employment Agreement between the Company and Konrad Kim dated January 1, 2004; (7)

21.1              Subsidiaries of the Registrant

23.1              Consent of Independent Auditor

31.1              Certification of Ray Vuono pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a),
                  as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;

31.2              Certification of Jameson Rose pursuant to Exchange Act Rules 13a-14(a) and
                  15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002;

32.1              Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002.

</TABLE>

(1) Incorporated by this reference from the Annual Report on Form 10-KSB for the
year ended December 31, 1999, filed with the Securities and Exchange  Commission
on June 28, 2000.

(2) Incorporated by this reference from the Company's  registration statement on
Form S-8 filed with the Securities and Exchange Commission on November 14, 2001.

(3)  Incorporated  by this  reference  from the Current Report on Form 8-K dated
October 31, 2000, filed with the Securities and Exchange  Commission on November
13, 2000.

(4)  Incorporated by reference from the Current Report on Form 8-K dated January
10, 2002 filed with the Securities and Exchange Commission on January 15, 2002.

(5)  Incorporated  by  reference  from the Current  Report on Form 8-K dated and
filed with the Securities and Exchange Commission on February 7, 2002.


                                      -44-
<PAGE>

(6)  Incorporated  by reference  from the quarterly  report on Form 10-Q for the
fiscal  quarter  ended  September  30,  2002 and filed with the  Securities  and
Exchange Commission on December 18, 2002.

(7) Incorporated by reference from the Annual Report on Form 10-KSB for the year
ended  December 31, 2003 filed with the  Securities  and Exchange  Commission on
April 15, 2004.

Item 14. Principal Accountant Fees and Services.

      Farber, Blicht, Eyerman & Herzog, LLP ("FBEH") was the Company's principal
accountant  during the fiscal  years ended  December  31, 2003 and  December 31,
2002.  During those fiscal years,  the Company  incurred the following fees with
FBEH for the following services:

                             2003        2002

Audit Fees *               $38,116     $37,730
Audited Related Fees
Tax Fees                   $ 3,455     $ 3,900
All Other Fees
Out-of-Pocket Expenses

    Total                  $41,571     $41,630

* "Audit  Fees"  include  fees  related  to the  audit of the  Company's  annual
financial   statements  and  reviews  of  the  Company's   quarterly   financial
statements.

      All services  provided by FBEH during the fiscal years ended  December 31,
2004 and December 31, 2003 were  approved by management  only.  The Company does
not have an  audit  committee  of its  Board of  Directors  or any  pre-approval
policies or procedures for non-audit or other services.


                                      -45-
<PAGE>

                                   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


By:/s/ Ray Vuono
       ------------------------------------------------   Dated: April 14, 2004
       Ray Vuono, Chief Executive Officer and President

By:/s/ Konrad Kim
       ------------------------------------------------   Dated: April 14, 2004
       Konrad Kim, President and Director

By:/s/ Dr. Michael Carvo
       ------------------------------------------------   Dated: April 14, 2004
       Director

By:/s/ Jameson Rose
       ------------------------------------------------   Dated: April 14, 2004
       Vice President and Principal Financial Officer

      SUPPLEMENTAL  INFORMATION  TO BE FURNISHED  WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

      There were no annual reports to security holders covering the registrant's
last fiscal year. There were proxy no statements sent to any of the registrant's
security  holders  with respect to any annual or other  meeting of  shareholders
during the fiscal year ended December 31, 2003.


                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

Part I: Financial Statements

      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet at December 31, 2004

      Consolidated Statements of Operations for the years ended December 31,
      2004 and 2003 and for the period from February 10, 2000 (inception)
      through December 31, 2004

      Consolidated Statements of changes in Stockholders' Deficiency

      Consolidated Statements of Cash Flows for the years ended December 31,
      2004 and 2003 and for the period from February 10, 2000 (inception)
      through December 31, 2004

      Notes to Consolidated Financial Statements

<PAGE>

             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

<PAGE>

                          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




<PAGE>


                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2004

                                     Assets
                                     ------

Current assets:
 Cash                                                       $    1,900
 Accounts receivable                                               227
                                                            ----------

     Total current assets                                        2,127

Office equipment, net of
 accumulated depreciation of $17,869                            43,943
Intangible asset, net of
 accumulated amortization of $7,514                             56,186
Security deposit                                                 5,400
                                                            ----------

                                                            $  107,656
                                                            ==========

                    Liabilities and Stockholders' Deficiency
                    ----------------------------------------

Current liabilities:
 Accounts payable and accrued expenses                      $  288,881
 Loans payable - related parties                                78,288
                                                            ----------

     Total current liabilities                                 367,169
                                                            ----------
Stockholders' Deficiency:
 Preferred stock undesignated;
  5,000,000 shares authorized
  400 shares issued, rescinded in 2004
 Common stock $.001 par value;
   authorized 95,000,000 shares;
   issued 35,919,884 shares                                     35,919
   outstanding 35,819,884
 Additional paid-in capital                                  8,040,348
 Deficit accumulated during the development stage           (8,278,780)
                                                            ----------

Treasury stock (100,000 shares)                                (57,000)

                                                            ----------
Total stockholders' deficiency                                (259,513)
                                                            ----------

                                                            $  107,656
                                                            ==========


          See accompanying notes to consolidated financial statements.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                 Period from
                                                                                 February 10,
                                                                                2000(inception)
                                            Years ended                              to
                                            December 31,                        December 31,
                                    ----------------------------                ------------
                                    2004                     2003                    2004
                                    ----                     ----                    ----
<S>                              <C>                     <C>                     <C>
Revenues                         $         0             $    14,375             $   324,207
                                 -----------             -----------             -----------

Costs and expenses:
 General and
   administrative                  1,608,102                 581,836               2,913,479
 Depreciation and                     19,109                 407,353                 810,394
                                 -----------             -----------             -----------
   amortization                    1,627,211                 989,189               3,723,873
                                 -----------             -----------             -----------

Operating loss                    (1,627,211)               (974,814)             (3,399,666)
                                 -----------             -----------             -----------
Other income (expense):
 Interest expense                     --                       --                     (11,311)
 Cost of aborted
   acquisition                        --                       --                  (1,375,000)
 Interest income                      --                         790                   4,078
 Loss on impairment
   of assets                               0              (3,496,881)             (3,496,881)
                                 -----------             -----------             -----------
                                           0              (3,496,091)             (4,879,114)
                                 -----------             -----------             -----------

Net loss                         $(1,627,211)            $(4,470,905)            $(8,278,780)
                                 ===========             ===========             ===========

Basic and diluted
  loss per share                 $      (.05)            $      (.17)
                                 ===========             ===========

Weighted average number
  of basic and diluted
  shares outstanding              32,523,620              26,551,920
                                 ===========             ===========

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

<TABLE>
<CAPTION>
                                         Common Stock            (Deficit)
                                       $.001 Par Value           Accumlated
                                    --------------------         Additional  During the
                                    Number of                    Paid-In    Development    Subscription    Treasury
                                     Shares        Amount        Capital       Stage        Receivable       Stock         Total
                                     ------        ------        -------    ----------      ----------     --------        -----
<S>                                <C>           <C>           <C>            <C>           <C>            <C>           <C>
Formation of KKL at
 inception (February 10, 2000)             --    $       --    $      900     $       --    $       --     $       --    $      900

Adjustment to reflect effective
 capitalization of KKL
 immediately preceding
 reverse acquisition                9,000,000         9,000          (900)            --        (8,100)            --            --

Shares deemed issued to
 reflect reverse
 acquisition of KKL                 2,499,310         2,499            --             --            --             --         2,499

Net income - 2000                          --            --            --         17,775            --             --        17,775
                                   ----------   -----------   -----------     ----------    ----------     ----------    ----------
December 31, 2000                  11,499,310        11,499            --         17,775        (8,100)            --        21,174

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                   (Continued)
                                    <TABLE>
<CAPTION>
                                                                             Surplus
                                        Common Stock                        (Deficit)
                                    --------------------      Additional     During
                                    Number of                   Paid-In    Development     Subscription     Treasury
                                     Shares       Amount        Capital       Stage         Receivable        Stock        Total
                                     ------       ------        -------    -----------      ----------      --------       -----
<S>                                <C>          <C>           <C>           <C>            <C>            <C>           <C>
Balance brought forward            11,499,310   $    11,499   $        --   $    17,775    $    (8,100)   $        --   $    21,174

Cash contributed by DDR                    --            --        13,000            --          8,100             --        21,100
Shares issued in connection
 with assignment of
 indebtedness                         120,000           120        29,880            --             --             --        30,000
Shares issued in connection
 with confidential and
 non-disparagement agreement
 related to aborted acquisition     1,100,000         1,100     1,373,900            --             --             --     1,375,000
Shares issued for cash
 consideration                         75,000            75        13,925            --             --             --        14,000
Shares issued for consulting
 services                           4,095,000         4,095       158,755            --             --             --       162,850
Imputed interest on officer/
 stockholder loan                          --            --           947            --             --             --           947
Other                                      13            --            --            --             --             --            --
Net loss for the year ended
 December 31, 2001                         --            --            --    (1,465,035)            --             --    (1,465,035)
Less deferred charges                      --            --            --            --             --             --      (134,075)
                                   ----------    ----------    ----------    ----------     ----------     ----------    ----------

Balance at December 31, 2001       16,889,323        16,889     1,590,407    (1,447,260)            --             --        25,961

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                   (Continued)

<TABLE>
<CAPTION>
                                                                                  Surplus
                                             Common Stock                        (Deficit)
                                        ---------------------        Additional   During
                                         Number of                    Paid-In    Development  Subscription  Treasury
                                          Shares       Amount         Capital      Stage       Receivable     Stock      Total
                                          ------       ------         -------      -----       ----------     -----      -----
<S>                                     <C>          <C>           <C>           <C>            <C>         <C>         <C>
Balance at December 31, 2001
  (brought forward)                     16,889,323   $    16,889   $ 1,590,407   $(1,447,260)   $      --   $      --   $    25,961

Shares issued in connection with
 the Med-Link USA, Inc.  acquisition     2,000,000         2,000     2,098,000            --           --          --     2,100,000
Shares issued in connection
 with Four J's fixed assets
 acquisition                             2,000,000         2,000     1,915,000            --           --          --     1,917,000

Shares issued in connection
 with the exercise of
 consultant's options                    1,147,389         1,147        21,801            --           --          --        22,948
Shares issued for consulting
 services                                1,294,272         1,294        51,956            --           --          --        53,250
Net loss for the year ended
 December 31, 2002                              --            --            --      (733,404)          --          --      (733,404)
Amortization of deferred
 charges                                        --            --            --            --           --          --       134,075
                                        ----------    ----------    ----------    ----------   ----------   ---------     ----------

Balance at December 31, 2002            23,330,984        23,330     5,677,164    (2,180,664)          --          --     3,519,830

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                   (Continued)

<TABLE>
<CAPTION>
                                                                                 Surplus
                                        Common Stock                            (Deficit)
                                    ---------------------        Additional      During
                                    Number of                     Paid-In      Development  Subscription   Treasury
                                     Shares         Amount        Capital        Stage      Receivable       Stock          Total
                                     ------         ------        -------        -----      ----------     --------         -----
<S>                                <C>           <C>            <C>            <C>             <C>         <C>          <C>
Balance at December 31, 2002
 (brought forward)                 23,330,984    $    23,330    $ 5,677,164    $(2,180,664)    $     --    $      --    $ 3,519,830
Shares issued for consulting
 and developmental services         1,342,911          1,343        524,657             --           --           --        526,000
Shares issued in connection
 with the exercise of
 consultants options                1,120,066          1,120         21,281             --           --           --         22,401
Shares issued in settlement
 of indebtedness to officer           493,378            494        221,527             --           --           --        222,021
Shares sold at $.04 per share         500,000            500         19,500             --           --           --         20,000
Shares sold at $.065 per share      3,000,000          3,000        192,000             --           --           --        195,000
Net loss for year ended
 December 31, 2003                         --             --             --     (4,470,905)          --           --     (4,470,905)
Shares acquired from an
 officer of the company                    --             --             --             --           --      (57,000)       (57,000)
Less deferred charges                      --             --             --             --                        --       (145,125)
                                   ----------    -----------    -----------    -----------     --------    ---------     ---------
Balance at December 31, 2003       29,787,339         29,787      6,656,129     (6,651,569)          --      (57,000)      (167,778)

</TABLE>

                 See accompanying notes to financial statements.
<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                   (Continued)
<TABLE>
<CAPTION>
                                                                           Surplus
                                        Common Stock                       (Deficit)
                                    ---------------------    Additional     During
                                    Number of                 Paid-In     Development  Subscription  Treasury
                                     Shares        Amount     Capital        Stage      Receivable     Stock          Total
                                     ------        ------     -------        -----      ----------     -----          -----
<S>                                <C>              <C>       <C>         <C>                            <C>          <C>
Balance at December 31, 2003
 (brought forward)                 29,787,339       29,787    6,656,129   (6,651,569)           --       (57,000)     (167,778)
Shares issued for employment
 services rendered and to be
 rendered                           2,000,000        2,000    1,178,000           --            --            --     1,180,000
Amortization of deferred charges           --           --           --           --            --            --       145,125
Warrants issued and exercised
 relating to finders fee
 agreement                            100,000          100       43,600           --            --            --        43,700
Adjustment relating to the
 exercise price of a
 consultants options                       --           --       28,000           --            --            --        28,000
Shares issued in connection
 with the exercise of
 shareholders/consultants
 options                            4,032,545        4,032      124,619           --            --            --       128,651
Net loss for the year ended
 December 31, 2004                         --           --           --   (1,627,211)           --            --    (1,627,211)

Balance at December 31, 2004       35,919,884  $    35,919  $ 8,040,348  $(8,278,780)  $        --   $   (57,000)  $  (259,513)

</TABLE>

                 See accompanying notes to financial statements.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                     Period from
                                                 For the years       February 10,
                                                     ended             2000 to
                                                 December 31,         December 31,
                                                 ------------        ------------
                                             2004          2003          2004
                                             ----          ----          ----
<S>                                      <C>           <C>           <C>
Cash flows from operating activities:
 Net loss                                $(1,627,211)  $(4,470,905)  $(8,278,780)
 Adjustments to reconcile net loss
  to cash flows used in operating
  activities:
    Depreciation and amortization             19,109       407,353       810,394
    Amortization of deferred charges         145,125            --       279,200
    Issuance of common shares for
     consulting and other services
     rendered                              1,346,651       380,875     3,184,551
    Loss on impairment of assets                  --     3,496,881     3,496,881
    Imputed interest on officer's loan            --            --           947
    Accounts receivable                        2,193         3,632        19,613
    Accrued expenses and other
      current liabilities                     57,819        44,817       200,336
    Other assets                                  --          (622)         (622)
                                         -----------   -----------   -----------

Cash flows used in operating
 activities                                  (56,314)     (137,969)     (287,480)
                                         -----------   -----------   -----------

Cash flows from investing activities:
 Purchase of equipment                       (18,702)      (38,590)      (77,801)
 Purchase of intangible asset                     --       (20,000)      (20,000)
 Cash acquired in Med-Link acquisition            --            --           274
 Investments in partnerships                      --            --        (7,546)
                                         -----------   -----------   -----------

Cash flows used in investing activities      (18,702)      (58,590)     (105,073)
                                         -----------   -----------   -----------

Cash flows from financing activities:
  Issuance of common stock                        --       237,401       339,147
  Repayment of bank loans                         --            --       (47,333)
  Proceeds from loan payable                      --            --        45,908
  Advances from officer/shareholders          22,881        11,059        55,253
                                         -----------   -----------   -----------

Net cash flows provided by financing
 activities                                   22,881       248,460       392,975
                                         -----------   -----------   -----------

Net increase (decrease) in cash              (52,135)       51,901           422
Cash - beginning of year                      54,035         2,134         1,478
                                         -----------   -----------   -----------

Cash - end of year                       $     1,900   $    54,035   $     1,900
                                         ===========   ===========   ===========

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Continued)

                                                            Period from
                                        For the years       February 10
                                            ended              2000 to
                                         December 31,       December 31,
                                         ------------       ------------
                                      2004         2003         2004
                                      ----         ----         ----
Supplemental disclosures of cash
 flows information:
  Cash paid during the year for:

    Interest                      $      --        $      --         $  11,300
                                  =========        =========         =========

    Income taxes                  $   3,600        $   5,600         $   9,500
                                  =========        =========         =========

Non-cash financing activities:
  Reference is made to financial statements notes for certain non-cash financing
  activities.

          See accompanying notes to consolidated financial statements.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Nature of Business

            The Company was incorporated on July 26, 1977, under the laws of the
State of  Minnesota.  On November  17,  1988,  the  Company  changed its name to
Western Media Group Corporation (formerly known as Ionic Controls, Inc.)

            The Company merged with KKL (a consulting  company) in a transaction
commonly called a Reverse Acquisition.  Management of KKL assumed control of the
company and the name Western Media Group  Corporation  (the legal  acquiror) was
retained. The financial statements presented are those of KKL from its inception
(February 10, 2000) and Western Media Group Corp.  from the date of  acquisition
(October 31, 2000).

            The  business  of the  Company is  carried  out by two of its wholly
owned  subsidiaries,  Med-Link  USA,  Inc.  ("Med-Link"),  Med-Link VPN Company,
through  which  it plans to  market  its  Med-Link  VPN  products,  and by K-Rad
Konsulting, LLC ("KKL"). The Company also has two inactive subsidiaries, Western
Media  Acquisition  Corp.  (formerly  Western Media Sports Holdings,  Inc.), and
Western  Media   Publishing   Corp.  The  Company  has  also  entered  into  two
joint-venture agreements in 2004 to market its products (see Note 12).

            On January 1, 2002, the Company acquired Med-Link,  a privately held
New York corporation,  pursuant to a share exchange agreement dated December 28,
2001.

            Pursuant to the Agreement,  the Company issued  2,000,000  shares of
its $.001 par value per share common stock and 400 shares of preferred  stock to
Med-Link's  shareholders for all the issued and outstanding  shares of Med-Link.
The preferred shares had no measurable economic value and were canceled in 2004.
The  acquisition  of Med-Link was  accounted  for under the  purchase  method of
accounting,  with resulting  goodwill in the amount of $2,292,779  (see Note 1 -
Goodwill).

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Nature of Business (continued)

            Med-Link was  incorporated  in 1998.  While it shares an office with
the Company, substantially all of its operations have been outsourced.  Med-Link
provides a full service  communication  network to physicians  and hospitals and
can provide its services to labs and other businesses that require a service for
communication  of emergencies.  Some of the services and products which Med-Link
provides are answering  services,  voice mail, a virtual private network ("VPN")
and an internet message center.  The Company is concentrating its efforts on the
VPN, which it expects will be its principal business, as the VPN is still in the
pre-revenue  stage. The VPN is designed to allow physicians and other members of
the medical  community to contact other  physicians,  retrieve  information from
hospitals,  and obtain insurance related information,  such as claim status. The
VPN is also designed to provide information,  such as overnight admissions, room
assignment,  operating  room schedules and lab results.  In November,  2003, the
Company began testing the VPN at New Island Hospital.

            K-Rad provides  computer network and software  systems,  consulting,
installation and maintenance services.

            On October 31,  2000,  the Company  issued  9,000,000  shares of its
common  stock to DDR,  Ltd.  ("DDR") in  connection  with  certain  transactions
contemplated under a Consulting Agreement dated October 11, 2000 and Acquisition
Agreement  dated October 27, 2000  (collectively  the "DDR  Agreements").  These
shares  were issue  following  a  recapitalization  of the  Company in which the
Company  increased  the number of  authorized  shares to  100,000,000  par value
$0.001,  consisting of 95,000,000 shares of common stock and 5,000,000 shares of
stock  undesignated  as to series,  rights,  or  preferences,  and a one for ten
reverse split in the issued and outstanding common shares. The  recapitalization
was approved at a meeting of the stockholders held on October 10, 2000.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Nature of Business (continued)

            Under the DDR Agreements,  DDR agreed to provide consulting services
to the Company over a period of one-year in  connection  with private and public
financing,   securities,   broker  and  investor  relations,   and  mergers  and
acquisitions, including the acquisition of K-Rad Konsulting, LLC, of Huntington,
New York ("KKL") which was a wholly owned  subsidiary  of DDR. In  consideration
for such  services,  the Company  agreed to sell to DDR  9,000,000  post-reverse
split shares for $900 and the acquisition of KKL.

            The Company  entered  into a  consulting  agreement  with one of the
former officers and consultants of DDR in October, 2001 (see Note 8).

            As of December 31, 2004, DDR owns approximately 25% of the Company's
outstanding common shares.

      Principles of Consolidation

            The  accompanying  consolidated  financial  statements  include  the
accounts  of  the  Company  and  all  of  its  wholly-owned  subsidiaries.   All
intercompany transactions and balances have been eliminated in consolidation.

      Depreciation and Amortization

            The Company  depreciates its equipment on the  straight-line  method
for  financial  reporting  purposes  over a five year period.  For tax reporting
purposes, the Company uses accelerated methods of depreciation. Expenditures for
maintenance,  repairs,  renewals and  betterments are reviewed by management and
only those expenditures  representing improvements to equipment are capitalized.
At the  time  equipment  is  retired  or  otherwise  disposed  of,  the cost and
accumulated  depreciation  accounts  are removed  from the books and the gain or
loss on such disposition is reflected in operations.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition

      Revenues are recognized when services are provided and  collectability  of
payment  is  reasonably  assured  in  accordance  with the U.S.  Securities  and
Exchange Commission's Staff Accounting Bulletin No. 104, which provides guidance
on  the  recognition,  presentation  and  disclosure  of  revenue  in  financial
statements.

Goodwill and Indefinite-Lived Purchased Intangible Assets

      In accordance with SFAS No. 142,  "Goodwill and Other Intangible  Assets,"
goodwill  acquired in business  combinations is assigned to reporting units that
are  expected  to  benefit  from  the  synergies  of the  combination  as of the
acquisition date. The Company assesses goodwill and indefinite-lived  intangible
assets for impairment  annually at the beginning of the fourth quarter,  or more
frequently if events and circumstances  indicate impairment may have occurred in
accordance  with SFAS No.  142.  If the  carrying  value of a  reporting  unit's
goodwill  exceeds its implied fair value, the Company records an impairment loss
equal to the  difference.  SFAS No.  142 also  requires  that the fair  value of
indefinite-lived  purchased  intangible  assets be estimated and compared to the
carrying  value.  The Company  recognizes an impairment  loss when the estimated
fair value of the indefinite-lived  purchased intangible assets is less than the
carrying value.

Long-Lived Assets

      The  Company's   accounting   policy   regarding  the  assessment  of  the
recoverability of the carrying value of long-lived  assets,  including  property
and equipment and purchased  intangible  assets with finite lives,  is to review
the  carrying  value of the assets if the facts and  circumstances  suggest that
they may be impaired.  If this review indicates that the carrying value will not
be recoverable,  as determined based on the projected  undiscounted  future cash
flows, the carrying value is reduced to its estimated fair value.

      Intangible  assets  that have finite  useful  lives are  amortized  by the
straight-line method over the remaining useful lives.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Estimates

            The preparation of consolidated  financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amount of assets  and  liabilities  and  disclosure  of  contingent  assets  and
liabilities  at the  date  of the  consolidated  financial  statements  and  the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

      Cash and Cash Equivalents

            The Company  considers all highly liquid  investments  with original
maturity of three months or less when purchased to be cash equivalents.

      Concentration of Credit Risk

            Financial  instruments  that  potentially  subject  the  Company  to
concentrations  of credit risk consist  principally  of revenue,  trade accounts
receivable  and cash. The Company  grants credit to domestic  companies  located
throughout the New York  tri-state  area.  The Company  performs  ongoing credit
evaluations  of its  customers'  financial  condition and generally  requires no
collateral from its customers.

            At December 31, 2004,  the Company deems no allowances  for doubtful
accounts on its trade accounts receivable is necessary.

      Deferred Income Taxes

            Deferred  income taxes are provided  based on the provisions of SFAS
No. 109,  "Accounting  for Income Taxes" ("SFAS 109"), to reflect the tax effect
of differences in the  recognition  of revenues and expenses  between  financial
reporting  and income tax  purposes  based on the  enacted tax laws in effect at
December 31, 2004.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Deferred Income Taxes (continued)

            The  Company,  as of December 31, 2004 had  available  approximately
$5,156,000 of net operating  loss carry forwards to reduce future Federal income
taxes.  The Company has operating  loss carry  forwards  which are due to expire
from 2006 through 2019.  Since there is no guarantee  that the related  deferred
tax asset will be  realized  by  reduction  of taxes  payable on taxable  income
during the carry  forward  period,  a valuation  allowance  has been computed to
offset in its entirety the deferred tax asset attributable to this net operating
loss. The amount of valuation allowances are reviewed periodically.

      Earnings Per Common Share of Common Stock

            The Company applies Statement of Financial  Accounting Standards No.
128,  "Earnings Per Share",  which  requires two  presentations  of earnings per
share - "basic" and "diluted".  Basic earnings per share is computed by dividing
income available to common stockholders by the weighted-average number of common
shares for the period.  The computation of diluted earnings per share is similar
to basic earnings per share,  except that the weighted  average number of common
shares is increased to include the number of additional common shares that would
have been outstanding if the potentially dilutive common shares had been issued.

            In October,  2000 the Board of Directors  of the Company  approved a
reverse stock split of the Company's  common stock on a one-for-ten  basis.  All
per share amounts in the accompanying financial statements have been restated to
reflect this reverse stock split.  Only basic earnings per share is presented as
all common stock  equivalents are either  anti-dilutive  or not material for the
period  presented.  For the years ended December 31, 2004 and 2003, the weighted
average  number of shares  outstanding  used in the per  share  computation  was
32,523,620 and 26,551,920, respectively.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

      Fair Value of Financial Instruments

            At December 31, 2004, the carrying  amounts of the Company's  assets
and liabilities approximate fair value.

      Comprehensive Income

            The  Company  adopted  SFAS No.  130,  which  had no  impact  on the
Company's  financial  position,  results  of  operations  or cash  flows for the
periods presented.

      Accounting for Stock-Based Compensation

            As  permitted  under  Statement of  Financial  Accounting  Standards
("SFAS") No. 148,  "Accounting  for  Stock-Based  compensation  - Transition and
Disclosure,"   which   amended  SFAS  No  123,   "Accounting   for   Stock-Based
Compensation," the Company has elected to continue to follow the intrinsic value
method in accounting for its stock-based employee  compensation  arrangements as
defined by Accounting  Principles Board Opinion ("APB") No. 25,  "Accounting for
Stock Issued to  Employees,"  and related  interpretations  including  Financial
Accounting Standards Board ("FASB")  Interpretation  ("FIN") No. 44, "Accounting
for Certain Transactions Involving Stock Compensation," an interpretation of APB
No. 25. No stock-based employee compensation cost is reflected in operations, as
all options granted under those plans have an exercise price equal to the market
value of the underlying common stock on the date of grant.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

Other-Than-Temporary Impairment of Investments

In March 2004, the EITF of the FASB reached a consensus on Issue No. 03-01, "The
Meaning  of  Other-Than-Temporary  Impairment  and Its  Application  to  Certain
Investments"   ("EITF   03-01").   EITF   03-01   addresses   the   meaning   of
other-than-temporary   impairment  and  its   application  to  debt  and  equity
securities within the scope of SFAS No. 115, "Accounting for Certain Investments
in Debt and Equity  Securities"  ("SFAS 115") and equity securities that are not
subject to the scope of SFAS 115 and not  accounted  for under the equity method
of accounting.  As of December 31, 2004, the Company  determined that EITF 03-01
had no impact on its consolidated financial statements.

Contingently Convertible Instruments

In September 2004, the EITF reached a consensus on Issue No. 04-08,  "The Effect
of Contingently  Convertible  Instruments on Diluted  Earnings Per Share" ("EITF
04-08"),  which is effective for  reporting  periods  ending after  December 15,
2004. EITF 04-08 requires companies to include shares issuable under convertible
instruments in diluted earnings per share computations (if dilutive)  regardless
of whether the market price trigger (or other contingent  feature) has been met.
In addition,  prior period earnings per share amounts  presented for comparative
purposes must be restated. EITF 04-08 did not impact earnings per share in 2004.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventory Pricing

In November  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting Standard ("SFAS") No. 151, "Inventory Costs."
The new statement amends Accounting Research Bulletin ("APB") No. 43, Chapter 4,
"Inventory  Pricing," to clarify the  accounting  for  abnormal  amounts of idle
facility expense,  freight,  handling costs, and wasted material. This statement
requires that those items be recognized as  current-period  charges and requires
that allocation of fixed production overheads to the cost of conversion be based
on the normal capacity of the production facilities. This statement is effective
for fiscal  years  beginning  after June 15,  2005.  The Company does not expect
adoption of this statement to have a material impact on its financial  condition
or results of operations.

Share-Based Payment

In December  2004,  the FASB issued a revision of SFAS 123 ("SFAS  123(R)") that
will require  compensation costs related to share-based payment  transactions to
be recognized  in the  statement of  operations.  With limited  exceptions,  the
amount of compensation  cost will be measured based on the grant-date fair value
of the equity or liability  instruments  issued.  In addition,  liability awards
will be remeasured each reporting  period.  Compensation cost will be recognized
over the period that an  employee  provides  service in exchange  for the award.
SFAS 123(R)  replaces SFAS 123 and is effective as of the first  interim  period
beginning  after  June 15,  2005.  Based on the  number  of  shares  and  awards
outstanding  as of December  31, 2004 (and without  giving  effect to any awards
which may be granted in 2005),  we expect that the  adoption of SFAS 123(R) will
have no material impact to the financial statements.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - GOING CONCERN

      The  accompanying  financial  statements  have been prepared in conformity
with accounting  principles  generally  accepted in the United States of America
which contemplate  continuation of the Company as a going concern.  However, the
Company has suffered  recurring  losses from operations and has minimal revenue.
During the years ended  December  31, 2004 and 2003,  the Company  incurred  net
losses of $1,627,211  and  $4,470,905,  respectively.  Further,  the Company has
inadequate  working  capital to  maintain  or  develop  its  operations,  and is
dependent  upon  funds  from  private  investors  and  the  support  of  certain
stockholders.  These  factors raise  substantial  doubt about the ability of the
Company to continue as a going concern. The consolidated financial statements do
not  include  any  adjustments  that  might  result  from the  outcome  of these
uncertainties.  In this regard,  Management  may raise any necessary  additional
funds  through  loans,  additional  sales of its common  stock,  or through  the
possible acquisition of other companies.  There is no assurance that the Company
will be successful in raising additional capital.


NOTE 3 - INTANGIBLE ASSETS

      In 2003, the Company  entered into a License  Agreement with a company for
the exclusive right to use their Linux-based  real-time  streaming video system.
The system is designed to transmit video and other large media files without the
delays  associated  with video  buffering.  The cost of the  license of $63,700,
which  includes a finders  fee paid in the amount of $43,700  (see Note 8b),  is
being amortized over the life of the License Agreement (10 years). The streaming
video  system is utilized on the MedLink VPN for tele  conferencing,  tutorials,
lectures,  and  announcements.   And  management  has  determined  there  is  no
impairment as of 12/31/04 for the above mentioned intangible assets. The Company
recorded  charges  for the  impairment  of  long-lived  assets in the  amount of
$3,496,881 in 2003. The Company recorded a charge for the impairment of goodwill
of $2,292,779  which resulted forma  deteriation of future  estimated cash flows
anticipated form the medlink acquisition.  In addition the Company also recorded
charges for the  impairment  of property,  plant and  equipment  of  $1,204,102,
primarily related to the software and other related equipment  acquired Four J's
Enterprises,  which  software and  equipment  was used in  conjunction  with the
MedLink VPN operations.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - PROPERTY AND EQUIPMENT

      As of December  31,  2004,  a summary of property  and  equipment  and the
estimated useful lives used in the computation of depreciation is as follows:

                                       Estimated
                                        useful
                                     life (years)            Amount
                                     ------------            ------

         Furniture and fixtures           5                  $12,383
         Leasehold improvements           3                   10,423
         Office equipment                 5                   10,773
         Computer equipment               5                   28,233
                                                              ------
                                                              61,812
         Less accumulated depreciation                        17,869
                                                              ------

                                                             $43,943
                                                             =======

      The Company  determined that in 2003,  there was an impairment of property
and equipment and charged operations for such impairment aggregating $1,204,102.

NOTE 5 - LOAN PAYABLE - RELATED PARTIES

      The  Company,  as of  December  31,  2004,  has  loans due to three of its
employees/shareholders  in the amount of  $78,288.1.  These loans are payable on
demand and are non-interest bearing.

      As of December 31, 2003,  Western Media Group Corp. and Med-Link had loans
due in the amount of $45,908 to a company  that is owned by the family of a more
than 5% owner of Western  Media Group  Corp.  In 2004,  one of the  shareholders
assumed this obligation.  This loan was  non-interest  bearing and is payable on
demand.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

      As of December 31, 2004,  accounts payable and accrued expenses  consisted
of the following:

                Professional fees     $112,804
                Telephone               50,107
                Payroll taxes           70,455
                Sales tax payable       27,742
                Miscellaneous           27,773
                                      --------

                                      $288,881
                                      ========

NOTE 7 - DEFERRED CHARGES

      Deferred  charges  represent  commission  and  consulting  services  to be
rendered,  which was paid for by the  issuances of the  Company's  common shares
(See Note 8). Such  charges  were being shown as a  reduction  of the  Company's
stockholders' equity in the accompanying Consolidated Statement of Shareholders'
Equity (Deficit) and were amortized over the period of the services rendered. As
of December 31, 2004 deferred charges were fully amortized.


NOTE 8 - STOCKHOLDERS' EQUITY

      a) On January 1, 2004, the Company entered into Employment  Agreement with
four  individuals.  The individuals  will serve as the Company's Chief Executive
Officer,  Vice President,  Chief Technical Officer and Chief Operations Officer.
The term of the Agreements are from three to five years and provides for no cash
compensation,  however,  the four  employees are to receive each year a total of
2,000,000  shares of Company common stock on the first business day of each year
of the term of the  Agreement  and an option  to  purchase  each year  2,000,000
shares of the  Company's  common  stock at an  exercise  price equal to the fair
market value of the Company's  common stock on that date.  The options expire in
ten years.  The common  stock and options  each have a two year  vesting  period
during which they will be forfeited if the employee is  terminated  for cause or
leaves  the  Company  prior  to the  end of the  term.  The  vesting  period  is
accelerated in the event of a change in control of the Company.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - STOCKHOLDERS' EQUITY (continued)

      For  the  year  ended  December  31,  2004,   $1,180,000  was  charged  as
compensation to operations for the above-mentioned Employment Agreements.

      b) On October 27, 2003,  the Company  entered into a Finders Fee Agreement
with an outside independent  consultant.  Under the terms of the Agreement,  the
Company will pay the consultant  100,000  warrants to purchase 100,000 shares of
the Company's common stock (the warrants are exercisable at $.10 per share up to
one year) upon the Company signing a contract for the exclusive licensing rights
of the  technology  product known as FELIX.  The Company  signed this  licensing
contract in 2003. The warrants were valued using the black-scholes  option model
at the date of the licensing agreement using the following assumptions:  (life -
1 year,  risk free  interest rate - 3%,  volatility - 100% and dividend  yield -
0%). The consultant exercised his options in 2004.

            The total value of the warrants were $43,700 and are being amortized
over the life of the license agreement (10 years).

      c) On January 16, 2004, the Company entered into two Consulting Agreements
with  two  companies.  Under  the  terms of the  Agreements,  the  Company  will
compensate the consultants  with options to purchase  250,000 and 500,000 shares
of the  Company's  common stock for  introducing  the Company to  hospitals  and
health care  organizations  who  ultimately  sign  agreements  for the Company's
services with the Company or Med-Link.  The options are  exercisable at $.05 per
share. No introductions were made as of December 31, 2004. The options have been
subsequently cancelled.


      d) In November 2003, the Company issued 493,378 shares of its common stock
to an officer of Med-Link in payment of the loan outstanding to him, aggregating
$222,021.  These shares were valued at the closing  stock price of the Company's
common shares on the date of the Agreement ($.45 per share).

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' EQUITY (continued)

      e) In July, 2003, the Company sold 3,000,000 shares of its common stock to
Cooper  Station  Funding  Corp.  for a total of  $195,000.  The  stock  was sold
pursuant to a consulting  agreement  dated May 16, 2003, in which Cooper Station
Funding  Corp.  agreed to assist the  Company in  marketing  and  promoting  the
Med-Link VPN by introducing prospective clients. In exchange, the Company agreed
to issue common stock at a price of not more than $.07 per share. At the time of
the agreement, the trading price of the shares was approximately $.16 per share.
The value of the  difference  between  the  option  price and  trading  price of
approximately  $.09 per share  aggregated  $243,000,  (net of a 10% discount for
restrictions  placed  on such  shares)  has  been  allocated  to the cost of the
consulting services,  which were rendered through May, 2004 (the expiration date
of the agreement).

            In June, 2003 the Company sold 500,000 shares of its common stock to
Cooper  Station  Funding  Corp.  for  $20,000,  pursuant  to the  aforementioned
consulting agreement dated May 16, 2003. The value of the difference between the
fair market value of the stock ($.36) on the date of the subscription  agreement
and the purchase price of the stock ($.04), less a 10% discount for restrictions
placed on the shares issued, aggregated $144,000, has been allocated to the cost
of consulting services.

            For the year ended  December 31, 2004,  $145,125 has been charged to
operations for the above-mentioned transactions.

      f) On April 24,  2003,  the Company  issued  250,000  shares of its common
stock for services  relating to the development,  programming and maintenance of
the Med-Link  Virtual Private  Network.  These shares were valued at the closing
stock price of the Company's common shares on the date of the agreement ($.04).

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' EQUITY (continued)

      g) On January 23, 2002, the Company acquired software, computers, servers,
monitors,  hubs,  and other related  equipment  from Four J's  Enterprises.  The
purchase  price for the  assets was  2,000,000  shares of the  Company's  common
stock. The value of the aforementioned assets received was $1,917,000, which was
determined  by the  average  closing  stock  price of the Company for three days
before  and three  days  after the date of the  agreement  ($1.065),  less a ten
percent  discount for restrictions  placed on the shares issued.  On January 23,
2002, the Company acquired software,  computers,  servers,  monitors,  hubs, and
other related  equipment from Four J's  Enterprises.  The purchase price for the
assets was  2,000,000  shares of the Company's  common  stock.  The value of the
aforementioned  assets  received was  $1,917,000,  which was  determined  by the
average  closing stock price of the Company for three days before and three days
after  the date of the  agreement  ($1.065),  less a ten  percent  discount  for
restrictions placed on the shares issued.

      h) On January 1, 2002,  the Company issued  2,000,000  shares of its $.001
par value per share common  stock and 400 shares of  preferred  stock for all of
the issued and  outstanding  shares of  Med-Link.  The shares were valued at the
closing  stock price of the Company's  common shares on the date of  acquisition
($1.05).  No value has been  attributable  to the 400 shares of preferred  stock
issued and the shares were subsequently  canceled in 2004 effective December 29,
2003.

      i) In December  2001,  the Company  issued  50,000  shares for  consulting
services to be rendered in 2002 and 25,000 shares to an individual  for services
relating to the  development of the Company's  business plan.  These shares were
valued at the closing  stock price of the  Company's  common shares on the dates
the agreements were signed ($.10) and ($1.25), respectively. The aggregate value
of the shares issued ($36,250) was charged to operations in 2002.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - STOCKHOLDERS' EQUITY (continued)

      j) In October 2001, the Company  entered into  consulting  agreements with
three  individuals.  The agreements provide for the issuance of 4,020,000 shares
in exchange for consulting fees to be rendered during a twelve month period. The
shares  issued for the agreed upon value of the  services to be  rendered,  were
based upon the  available  market price of the Company's  common shares  ranging
from $.02 to $.05.

            In addition,  the  aforementioned  individuals  received  options to
purchase  3,400,000  common  shares at an exercise  price of $.02,  which shares
vested eight months after the  commencement  date of the agreement.  In December
2002, one of the individuals  exercised his option to purchase  1,147,389 common
shares at $0.02 per  share.  In 2003,  two  consultants  exercised  267,455  and
752,611 shares of their common share options,  respectively, at $0.02 per share.
During the third quarter of 2004, the Company  discovered that 700,000 shares of
options  should have been  exercised at a price of $0.06 instead of $0.02.  This
was  immediately  rectified,  resulting  in an  increase in  additional  paid-in
capital  and a  reduction  in the  amount due the  consultant,  in the amount of
$28,000.  In October 2004, two shareholders  exercised 1,932,545 of their common
shares options at $.02 per share.  All the  above-mentioned  options  expired in
October 2004.

      All of the aforementioned  consulting  agreements  provided for a one year
extension at the Company's  option.  Compensation  during the  extension  period
ranges  from  $2,000 per month to $10,000  per month,  payable in cash or in the
Company's common shares at a 20% discount to the prevailing  market value on the
last business day of each month, and options to purchase an additional 3,400,000
shares at the fair  market  value on  October  1,  2002  ($.06).  In  connection
therewith,  1,294,272  shares were issued for  consulting  services,  which were
valued at $53,250 during the fourth quarter of 2002. In 2003, the Company issued
1,092,911 shares of its common stock for consulting services,  which were valued
at $129,000.  In October 2004, 1,200,000 common shares options were exercised by
one of the  shareholders at an exercise price of $.06 per share. See Note 8a for
new employment contracts with two of the aforementioned consultants.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 - STOCKHOLDERS' EQUITY (continued)

            In  October  2001,   the  Company   granted  stock  options  to  two
stockholders to purchase 1,000,000 shares (500,000 shares each) of the Company's
common stock,  at an exercise  price of $0.02.  These stock  options  expired in
October  2004.  One of the  stockholders  exercised  100,000 of their options in
December  2003 and  400,000 in October  2004.  The other  stockholder  exercised
500,000 of their options in October 2004.

      k) The following is a summary of the stock options  outstanding during the
year ended December 31, 2004 and 2003.

                                                2004             2003
                                                ----             ----
Stock options outstanding, beginning
 of year                                      5,632,250        6,652,611
Stock options granted during the year         2,000,000               --
Stock options exercised during the year      (4,132,545)      (1,020,066)
Stock options canceled                               --               --
                                              ---------        ---------

Stock options outstanding, end of year        3,499,705        5,632,545
                                              =========        =========

NOTE 9 - TREASURY STOCK

      In December 2003, the Company acquired 100,000 shares of its stock at $.57
per share  (valued  at the fair  market  value at date of  acquisition)  from an
officer of the Company,  the proceeds of which were used to offset the officer's
loan to the Company in the amount of $56,437.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - ACCOUNTING FOR STOCK-BASED COMPENSATION

      The following  table  illustrates  the effect on net loss and earnings per
share if the Company had applied the fair value  recognition  provisions  of FAS
123 to stock-based compensation.

                                          For the year ended
                                          ended December 31,
                                          ------------------
                                       2004                2003
                                       ----                ----

Net loss (as reported)              $(1,627,211)     $  (4,470,905)

Adjusted for stock compensation
 costs, had all options been
 recorded at fair value                (106,400)                --
                                    -----------      -------------

Adjusted net loss                   $(1,733,611)     $  (4,470,905)
                                    ===========      =============
Basic earnings per share
 (as reported)                      $      (.05)     $        (.17)
                                    ===========      =============

Basic earnings per share
 (as adjusted)                      $      (.05)     $        (.17)
                                    ===========      =============

      The fair value of each option granted during 2004 and 2003 is estimated on
the  date of  grant  using  the  Black-Scholes  option-pricing  model  with  the
following assumptions:

                                         2004         2003
                                         ----         ----

         Dividend yield                  None         None
         Expected volatility              100%         100%
         Risk-free interest rate            3%           3%
         Expected life (years)             10            3

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - COMMITMENTS AND CONTINGENCIES

      On July 23, 2004, the Company entered into a joint venture  agreement with
JMS Capital  Partners,  LLC  ("JMSCP")  to acquire 50%  interest in Medlink West
Inc.. Medlink West will maintain offices in Los Angeles and provide, among other
things,  sufficient  personnel for customer support and service for the Med-Link
VPN. In  consideration  of entering  into this  agreement and the services to be
performed,  as  defined  in the  agreement,  the  Company  will  issue  to JMSCP
2,000,000  shares of its $.001 par value  common  stock and  options to purchase
1,000,000  shares of its common  stock  priced at a 15%  discount to the 100-day
moving  average  of the stock or the  price as of a  mutually  agreed  upon date
within 90 days prior to the exercise of the option.  The options expire July 12,
2009.  Under the terms of the  agreement,  JMSCP  shall  purchase  400 shares of
MedLink West Inc. common stock for an initial  capital  contribution of $90,341,
representing  expenses  incurred  as of the  date of  this  agreement  and  will
contribute an additional amount of $400,000 to maintain current operations.  The
Company  shall  purchase  400 shares of MedLink  West Inc.  common stock for its
initial capital contribution of the rights to provide service and support to the
products.  The joint venture agreement commenced on July 12, 2004 and expires on
December  31, 2007 unless  terminated  by either  party in  accordance  with the
Agreement.   As  of  December  31,   2004,   the  Company  has  not  issued  the
aforementioned  2,000,000 shares and has not received  documentation  supporting
the $90,341.70 of expenses incurred as of the date of the Agreement.  Because of
the unresolved  matters  discussed above the effect of this  transaction has not
been reflected in the accompanying financial statement.

      On August 30, 2004 Western  Media Group  Corporation  entered into a joint
venture agreement with Tokyo Consulting Group ("TCG"), MedLink West, Inc through
a new corporation  MedLink FE, Inc. MedLink FE, Inc. will provide the marketing,
implementation,  customer  service  and  support  for the MedLink VPN in the Far
Eastern  Countries.  The  Company  will own 50.50% of MedLink  FE,  Inc.  (which
includes  16.5%  through the  Company's  50% interest in MedLink  West,  Inc. In
consideration of TCG performance,  the Company agreed to issue 250,000 shares of
its $.001 par value common stock to TCG.  During 2004, no services were rendered
by TCG and as at December 31, 2004, the Company has not issued any common shares
for this joint venture.

<PAGE>

                         WESTERN MEDIA GROUP CORPORATION
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 - SUBSEQUENT EVENTS

      In January 2005, the Company enterd into a Master Services  Agreement with
Apollo  Health  Street,  Inc.  Under  the  terms of the  agreement  the  Company
committed  $40,000  to the 1st  phase  of the  development  of the  MedLink  EHR
(Electronic Health Record) application.

      In March 2005, the Company entered into  subscription  agreements with six
individuals  for a private  placement  to purchase  3,500,000  shares of Western
Media Group Corporation's stock for a purchase price of $.05 per share.

In March  2005,  the  Company  entered  into a  subscription  agreement  with an
individual for a private placement in the amount of $195,000 to purchase 666,667
shares of Western Media Group Corporation's stock for a purchase price of $.1425
per share.