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

FORM 10-KSB



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(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, 2003.[   ]
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
incorporation or organization)
(I.R.S. Employer I.D. No.)




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:
NoneSecurities 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]
NoCheck 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, 2003 were $14,375.
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, $11,063,840   as of March 31, 2004.  There were a total of approximately 19,756,858 shares held by non-affiliates as of such date.
The Company's stock transfer agent is Computershare, 12039 West Alameda Parkway
Suite Z-2, Lakewood, Colorado 80228.


State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
      29,787,339 shares outstanding as of March 31, 2004.Documents incorporated by reference:
      None.Transitional Small Business Disclosure Format (Check one):
      Yes [ ]  No X




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.

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 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.
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.

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
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.

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.

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.  In addition, Med-Link has begun demonstrating the VPN and other products at several hospitals in California.

During the fiscal year ended December 31, 2003, Med-Link focused its efforts and resources on the development, addition of value added resources, and implementation of the MedLink VPNTM (TM) through the
Company's wholly owned subsidiary MedLink VPN, Inc.
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.

Other than New Island Hospital, Med-Link does not have any clients other than three clients using its answering service.
However, the Company has deployed its VPN equipment in two medical practices
which have close affiliations with two hospitals in Los Angeles county.

While Med-Link does not currently have any marketing staff, it relies
on its Chief Executive Officer, Ray Vuono, and one commission based sales person
in California 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.  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.

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. 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.

2. 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 its one major customer, New Island Hospital.  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.

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 other 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.

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.

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 4 full time employees and one 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

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, 2003 CONTAIN "GOING CONCERN" LANGUAGE

Our independent auditor prepared a report for the Company's financial statements for the year ended December 31, 2003. 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.

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 two Directors and four Officers.  One of the Company's Directors also serves as an, Officer.  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 26.32% 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 66.5% 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 requirement include the broker making an individualized written suitability determination for the purchase. The broker must also receive the purchaser's written consent prior to the transaction. 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.

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

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
On 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, 2003, the Company paid $13,865 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, 2003 to a vote of the security holders, through solicitation of proxies or otherwise.

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
LOW1st Quarter 2002
-
1.01
.302nd Quarter 2002
-
.34
.093rd Quarter 2002
-
.09
.054th Quarter 2002
-
.08
.031st Quarter 2003
-
.19
.062nd Quarter 2003
-
.45
.093rd Quarter 2003
-
.80
.334th Quarter 2003
-
.76
.441st Quarter 2004
-
.75
.46




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, 2003 there was one class of common equity held by approximately 1014 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.

        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.




Plan category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted average exercise price of outstanding options, warrants and rights
Number of securities remaining available for future issuance(a)
(b)
(c)Equity compensation plans approved by security holders
0
0
0Equity compensation plans not approved by security holders (1)
7,532,545 (2)

8,625,000 (3)Total
7,532,545

8,625,000




(1) The Company entered into a consulting agreement with Munish K. Rametra as of October 1, 2001.  Mr. Rametra resigned from the Company
        in 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.
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 has not exercised any options as of the date of this report.
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
the Company 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.
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 has not exercised any options as of the date of this report.
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.
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 not exercised any options as of the date of this report.
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, 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.
(2) Consists of the following number of options held by the following persons which were received pursuant to the agreements set forth above:




|James Rose        | 2,732,545
|----------------- | ---------
|Ray Vuono         | 1,500,000
|Munish Rametra    | 2,400,000
|Nilang Patel      | 400,000  
|Dr. Michael Carvo | 0        
|Konrad Kim        | 500,000  
|                  |          
|                  | 7,532,545



(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     
|Ray Vuono    | 1,000,000    | 1,000,000
|Jameson Rose | 500,000      | 500,000  
|Konrad Kim   | 100,000      | 100,000  
|Nilang Patel | 400,000      | 400,000  
|             |              |          
|Totals       | 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..
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. Rametra, Mr. Vuono, and Mr. Rose  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 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.

        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.
        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.

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


        BUSINESS OVERVIEW
The business of the Company is carried out by two wholly owned subsidiaries, Med-Link and
KKL, as described above. The Company has also incorporated another wholly owned subsidiary, Med-Link
VPN, Inc., through which it plans to market its Med-Link VPN product. The Company may seek other businesses to acquire in exchange for shares of its common stock that have synergies with its existing businesses.
The Company's principal product is the Med-Link VPN.  The Med-LinkVPN is a virtual private network, set up to allow 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 Med-Link VPN incorporates several third-party applications, including Netwolves
Corporation's WolfPac Server, Avreo, Inc.'s radiology software, Film & Music Entertainment,
Inc.'s FELIX streaming video system and Wildgate Wireless, Inc.'s messaging services.  The Company also offers messaging and paging services in conjunction with the Med-Link VPN.
Currently, the Company has installed the Med-Link VPN only at New Island Hospital in Bethpage, New York, but believes that it now has a turnkey system which can be installed at other hospitals.
PLAN OF OPERATION
The Company believes the installation of the Medlink VPN PACS is the first major step in convincing the more than 700 physicians at New Island Hospital the benefits of being a subscriber to the MedLink
VPN.  In addition, the Company believes that physicians currently pay an average of over $1.00 a call for answering services with no additional benefits.  The Company believes that the MedLink VPN can provide these same services with the added benefits of accessing patient information such as x-rays and CAT Scans at an average cost per call of $.65.
The Company has and will continue to use the Virtual Private Network that it has setup at New Island Hospital as its primary marketing tool with other hospitals across the country.  The Company is currently in negotiations with two hospitals in the Los Angeles, California area for implementation of the Med-Link
VPN.
Med-Link is currently marking the MedLink VPN based on a
"no-cost" structure.  This means that there is no cost to the hospital to install the system which is paid for through subscription fees collected from physicians and medical practices.   While this strategy results in risk to the Company, the
Company's management believes that the costs will be recouped quickly upon installation.
In late 2004, Med-Link also plans to offer the MedLink VPN to radiology groups and medical practices in addition to hospitals.  MedLink has already had some interest from a radiology group  that wishes to have complete HIPAA compliant connectivity without the use of costly point-to-point T1 lines which the Company believes can cost can cost over $240,000 a year.  Med-Link believes that the Med-Link 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.
While the MedLink VPN at New Island Hospital is currently fully operational, the Company has held back the in launching of its products and services there until May, 2004 to enable the Company to add further value added resources such as FELIX and Medlink Access and to fully complete all system testing for the new services.
The Company has also entered into an agreement with a co-location facility in order to facilitate to increased bandwidth it will require for the MedLink VPN and its services.  This facility reduces the Company costs associated with delivering its services and offers 24/7 support.
        FINANCIAL RESULTS
The Company's revenues from continuing operations for the fiscal year ended December 31, 2003 and 2002  were $14,375 and $148,877, 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, 2003 and 2002 were $989,189 and $872,283, primarily due to depreciation of computer equipment in those years of $407,353 and $379,164, respectively.
The Company had net losses of $(4,470,905) and $(733,404) in the fiscal years ended December 31, 2003 and 2002, respectively.  The net loss for 2003 included a charge of $(3,496,881) for impairment of long-lived assets.  The Company recorded a charge for the impairment of goodwill of $2,292,779 which resulted from a deterioration of future estimated cash flows anticipated from the
Company's acquisition of Med-Link.  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 from Four J's Enterprises, which software and equipment was used in conjunction with the Med-Link VPN operations.  The balance of the
Company's net loss resulted primarily from the Company's commitment to install its Med-Link VPN at New Island Hospital at no cost to the hospital, without having yet received any revenues relating to the Med-Link VPN installed.
Liquidity and Capital Resources
At December 31, 2003, the Company had a working capital deficiency of $230,013.  While the Company believes revenue that will be earned from the Med-Link VPN at New Island Hospital will be sufficient to sustain the Company's operations for the next twelve months, there can be no guarantee 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-K for the year ended December 31, 2003 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.
Goodwill -According to our accounting policy we perform an annual impairment review in the fourth quarter of each year, or more frequently if indicators of potential impairment exist.  In assessing the recoverability of the Company's goodwill, the Company must make various assumptions regarding estimated future cash flows and other factors in determining the fair value of the respective assets.
Long-Lived Assets -We assess the impairment of long-lived assets when events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.  Recoverability of assets that will continue to be used in our operations is measured by comparing the carrying amount of the asset to the related total future net cash flows.  Impairment is measured by the difference between the assets' carrying value and the fair value based on the best information available.
  Item 7. Financial Statements

  




  WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



CONSOLIDATED
FINANCIAL STATEMENTS

INDEX

Item 7:  Financial StatementsIndependent Auditor's Report
      
      1-2Consolidated Balance Sheet at December
        31, 2003
      
      3Consolidated Statements of Operations for
        the years ended December 31, 2003 and 2002 and for the period from
        February 10, 2000 through December 31, 2003
      
      4Consolidated Statements of Stockholders'
        Equity (Deficit) for the years ended December 31, 2003 and 2002 and for
        the period from February 10, 2000 through December 31, 2003
      
      5-8Consolidated Statements of Cash Flows for
        the years ended December 31, 2003 and 2002 and for the period from
        February 10, 2000 through December 31, 2003
      
      9-10Notes to Consolidated Financial
        Statements
      
      11-32

















INDEPENDENT AUDITOR'S REPORT















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

















WESTERN
MEDIA GROUP CORPORATION(A
Development Stage Company)CONSOLIDATED
BALANCE SHEETDECEMBER
31, 2003


AssetsCurrent assets:Cash
      $54,035Accounts receivable
      2,421Total current assets
      56,456Office equipment (at cost), net of
         accumulated depreciation
      36,886Intangible asset (at cost), net of
         accumulated amortization
      19,949Security deposit
      5,400Liabilities and Stockholders' Deficiency in Assets
      $  118,691Current liabilities:Accounts payable and accrued expenses
      $  231,062Loans payable- related parties
      9,499- other
      45,908Total current
        liabilities
      286,469


Stockholders' Deficiency in Assets:Preferred stock undesignated 5,000,000 shares authorized
        400 shares issued, subsequently rescinded Common stock $.001 par value;
        authorized 95,000,000 shares; issued 29,787,339 shares
      29,787Additional paid-in capital
      6,656,129Deficit accumulated during the development stage
      (6,651,569)Deferred charges
      (145,125)(110,778)Treasury stock (100,000 shares) at cost
      (57,000)Total stockholders' deficiency in assets
      (167,778)Total liabilities and stockholders' deficiency in
        assets
      $ 118,691


See accompanying notes to
                             consolidated financial statements.


WESTERN
MEDIA GROUP CORPORATION(A
Development Stage Company)CONSOLIDATED
STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
                                      AND THE PERIOD FROM FEBRUARY 10, 2000 TO DECEMBER 31, 2003




Years ended December 31,
      Period from February 10, 2000 to December 31,20032003
      2002Sales
      $ 14,375
      $ 148,877
      $ 324,207Costs and expenses:Operating and administrative
      581,836
      493,119
      1,305,377Depreciation
      407,353
      379,164
      791,285989,189
      872,283
      2,096,662Operating loss
      (974,814)
      (723,406)
      (1,772,455)Other income (expense):Interest expense
      -
      (11,311)
      (11,311)Cost of aborted acquisition
      -
      -
      (1,375,000)Interest income
      790
      1,313
      4,078Loss on impairment of
        assets
      (3,496,881)
      -
      (3,496,881)(3,496,091)
      (9,998)
      (4,879,114)Net loss
      $ (4,470,905)
      $ (733,404)
      $ (6,651,569)Basic and diluted
        loss per share
      $ (.17)
      $ (.03)Weighted average number
        of basic and diluted
        shares outstanding
      26,551,920
      21,164,423





See
accompanying notes to consolidated financial statements.


WESTERN
MEDIA GROUP CORPORATION(A
Development Stage Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


Common Stock
      Additional Paid-In Capital
      Surplus  (Deficit) During Development Stage
    Subscription receivable
    Treasury Stock
    TotalNumber of Shares
      AmountFormation of KKL
        at
        inception (February 10, 2000)
      -
      $  -
      $ 900
      $  -
      $  -
      $ 
        -
      $ 900Adjustment 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
      -
      -
      -
      -
      2,499Net income - 2000
      -
      -
      -
      17,775
      -
      -
      17,775December 31, 2000
      11,499,310
      11,499
      -
      17,775
      (8,100)
      -
      21,174


See
accompanying notes to consolidated financial statements.



WESTERN
MEDIA GROUP CORPORATION(A
Development Stage Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                                              (Continued)

Common Stock
      Additional Paid-In Capital
      Surplus  (Deficit) During Development Stage
      Subscription receivable
      Treasury Stock
      TotalNumber of Shares
      AmountBalance brought
        forward
      11,499,310
      $11,499
      $  -
      $ 17,775
      $ (8,100)
      $  -
      $
        21,174Cash contributed
        by DDR
      -
      -
      13,000
      -
      8,100
      -
      21,100Shares issued in
        connection with assignment of indebtedness
      120,000
      120
      29,880
      -
      -
      -
      30,000Shares issued in
        connection with confidential and non-disparagement agreement related to aborted
        acquisition
      1,100,000
      1,100
      1,373,900
      -
      -
      -
      1,375,000Shares issued for
        cash consideration
      75,000
      75
      13,925
      -
      -
      -
      14,000Shares issued for
        consulting services
      4,095,000
      4,095
      158,755
      -
      -
      -
      162,850Imputed interest
        on officer /stockholder loan
      -
      -
      947
      -
      -
      -
      947Other
      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

 
See
accompanying notes to consolidated financial statements.

 
WESTERN
MEDIA GROUP CORPORATION(A
Development Stage Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                                              (Continued)

Common Stock
      Additional Paid-In Capital
      Surplus  (Deficit) During Development Stage
      Subscription receivable
      Treasury Stock
      TotalNumber of Shares
      AmountBalance at
        December 31, 2001
          (brought forward)
      16,889,323
      $
        16,889
      $
        1,590,407
      $(1,447,260)
      $ 
        -
      $ 
        -
      $  25,961Shares issued in
        connection
        with the Med-Link USA, Inc.
        acquisition
      2,000,000
      2,000
      2,098,000
      -
      -
      -
      2,100,000Shares issued in
        connection
        with Four J's fixed assets
        acquisition
      2,000,000
      2,000
      1,915,000
      -
      -
      -
      1,917,000Shares issued in
        connection
        with the exercise of
        consultant's options
      1,147,389
      1,147
      21,801
      -
      -
      -
      22,948Shares issued for
        consulting
        services
      1,294,272
      1,294
      51,956
      -
      -
      -
      53,250Net loss for the
        year ended
        December 31, 2002
      -
      -
      -
      (733,404)
      -
      -
      (733,404)Amortization of
        deferred
        charges
      -
      -
      -
      -
      -
      -
      134,075Balance at
        December 31, 2002
      23,330,984
      23,330
      5,677,164
      (2,180,664)
      -
      -
      3,519,830
 
See
accompanying notes to consolidated financial statements.



WESTERN
MEDIA GROUP CORPORATION(A
Development Stage Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

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










WESTERN
MEDIA GROUP CORPORATION(A
Development Stage Company)CONSOLIDATED
STATEMENTS OF CASH FLOWS


For the years ended  December 31,
      Period from February 10, 2000 to December 31, 20032003
      2002Cash flows from operating activities:Net loss
      $(4,470,905)
      $(733,404)
      $(6,651,569)Adjustments to reconcile net loss to cash flows used in operating activities:Depreciation
      407,353
      379,164
      791,285Amortization of deferred charges
      -
      134,075
      134,075Issuance of common shares for consulting and other
        services rendered
      380,875
      53,250
      1,837,900Loss on impairment of assets
      3,496,881
      -
      3,496,881Imputed interest on officer's loan
      -
      -
      947Accounts receivable
      3,632
      13,788
      17,420Accrued expenses and other current liabilities
      44,817
      63,264
      142,517Other assets
      (622)
      -
      (622)Cash flows used in operating activities
      (137,969)
      (89,863)
      (231,166)Cash flows from investing activities:Purchase of equipment
      (38,590)
      (2,147)
      (59,099)Purchase of intangible asset
      (20,000)
      -
      (20,000)Cash acquired in Med-Link acquisition
      -
      274
      274Investments in partnerships
      -
      -
      (7,546)Cash flows used in investing activities
      (58,590)
      (1,873)
      (86,371)Cash flows from financing activities:Issuance of common stock
      237,401
      22,948
      339,147Repayment of bank loans
      -
      (47,333)
      (47,333)Proceeds from loan payable
      -
      45,908
      45,908Advances from officer/shareholder
      11,059
      65,816
      32,372Net cash flows provided by financing activities
      248,460
      87,339
      370,094Net increase (decrease) in cash
      51,901
      (4,397)
      52,557Cash - beginning of year
      2,134
      6,531
      1,478Cash - end of year
      $ 54,035
      $ 2,134
      $ 54,035


See
accompanying notes to consolidated financial statements.
   










WESTERN
MEDIA GROUP CORPORATION(A
Development Stage Company)CONSOLIDATED
STATEMENTS OF CASH FLOWS(Continued)
   

For the years ended  December 31,
      Period from February 10, 2000 to December 31, 20032003
      2002Supplemental disclosures of cash flows information:Cash paid during the year for:Interest
      $  -
      $ 11,300
      $ 11,300Income taxes
      $ 5,600
      $ 300
      $ 5,900
   

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


See
accompanying notes to consolidated financial statements.





   
WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNature 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 one of its wholly owned subsidiaries, Med-Link
USA, Inc. ("Med-Link") and by K-Rad Konsulting, LLC ("KKL"). The Company
also has three inactive subsidiaries, Western Media Acquisition Corp. (formerly
Western Media Sports Holdings, Inc.), Med-Link VPN (a company through which it
plans to market its Med-Link VPN Product), and Western Media Publishing Corp.


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. The
acquisition of Med-Link was accounted for under the purchase method of
accounting, with resulting goodwill in the amount of $2,292,779.



        

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.

 
        
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 11 (g)).


As of
December 31, 2003, DDR owns approximately 26% 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.

 
        
WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)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.

Revenue RecognitionThe Company recognizes revenue when services are
provided.

GoodwillGoodwill has been calculated at the fair market
value of the shares of common stock issued (on the purchase date) over the net
assets of the company acquired.

 
        
WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)Goodwill
        (continued)
The Company
evaluates their long-lived assets, and certain identifiable intangibles in
accordance with the provisions of Statement of Financial Accounting Standards
No. 121 ("SFAS 121"), "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of", for impairment whenever events
or changes in circumstances indicate that the carrying amount of such assets or
intangibles may not be recoverable. The Company considers factors such as
significant changes in the business climate and projected discounted cash flows
from the respective asset. Impairment losses are measured as the amount by which
the carrying amount of the asset exceed its fair value. In July 2001, the
Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting Standards No. 142 ("SFAS 142"), "Goodwill and Other Intangible
Assets". SFAS 142 requires goodwill to be tested for impairment at least
annually, and written off when impaired, rather than being amortized as previous
standards required. As such, no amortization of goodwill has been recorded for
the years ended December 31, 2003 and 2002 in the accompanying financial
statements. In August, 2001, the FASB issued Statement of Financial Accounting
Standards No. 144 ("SFAS 144"), "Accounting for the Impairment or Disposal
of Long-Lived Assets". This Statement addresses financial accounting and
reporting for the impairment or disposal of long-lived assets and supersedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of", and the accounting and reporting
provisions of APB No. 30, "Reporting the Results of Operations for a Disposal
of a Segment of a Business". The Company adopted SFAS 142 and 144 beginning
January 1, 2002. The Company reviews its long-lived assets for impairment
whenever events or changes in circumstances indicate that the carrying amount of
such assets may not be recoverable. The Company evaluates recoverability by
comparing the undiscounted cash flows associated with the asset to the asset's
carrying amount. The Company recorded charges for the impairment of long-lived
assets in the amount of $3,496,881 in 2003 (See Note 3).


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

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

Concentration of Credit RiskFinancial
instruments that potentially subject the Company to concentrations of credit
risk consist principally of sales, 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, 2003, the Company deems no
allowances for doubtful accounts on its trade accounts receivable is necessary.

 
        
WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)Deferred
        Income Taxes
Deferred
income taxes are provided based on the provisions of SFAS No. 109, "Accounting
for Income Taxes" ("FAS 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,
2003.


The Company, as of December 31, 2003 had
available approximately $4,438,000 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 2018. 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 StockThe 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, 2003 and 2002, the weighted average number of
shares outstanding used in the per share computation was 26,551,920 and
21,164,423, respectively.

 
        
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, 2003, 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

        In December, 2002, the FASB issued FAS No. 148,
        "Accounting for Stock-Based Compensation - Transition and
        Disclosure - an amendment of FASB Statement No. 123". FAS No. 148
        amends FAS No. 123, "Accounting for Stock-Based Compensation",
        to provide alternative methods of transition for a voluntary change to
        the fair value based method of accounting for stock-based employee
        compensation. In addition, FAS No. 148 amends the disclosure
        requirements of FAS No. 123 to require prominent disclosures in both
        annual and interim financial statements about the method of accounting
        for stock-based employee compensation and the effect of the method used
        on reported results. As provided for in FAS No. 123, the Company has
        elected to apply Accounting Principles Board ("APB") No. 25,
        "Accounting for Stock Issued to Employees" and related
        interpretations in accounting for our stock based compensation plans.
        APB No. 25 does not require options to be expensed when granted with an
        exercise price equal to fair market value. The Company currently intends
        to continue to apply the provisions of APB No. 25. See Note 14 of the
        Consolidated Financial Statements.

        

WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)Recently
        Issued Accounting Pronouncements
FIN No. 45 - In November 2002, the FASB
        issued FASB Interpretation No. 45, "Guarantor's Accounting and
        Disclosure Requirements for Guarantees, Including Indirect Guarantees of
        Indebtedness of Others" ("FIN No. 45"). The initial
        recognition and measurement provisions of FIN No. 45 are effective for
        guarantees issued or modified after December 31, 2002. The disclosure
        requirements of FIN No. 45 are effective for interim or annual periods
        ending after December 15, 2002. There was no impact on the Company's
        consolidated financial statements as a result of adopting FIN No. 45.
FIN No. 46
- In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation
of Variable Interest Entities" ("FIN No. 46"). FIN No. 46 applies to
variable interest entities created after January 31, 2003 and to variable
interest entities in which an enterprise obtains an interest after that date. It
applies in the first fiscal year or interim period ending after December 15,
2003, to variable interest entities in which an enterprise holds an interest
that it acquired before February 1, 2003. Adoption of FIN No. 46 is not expected
to have any impact on the Company's consolidated financial statements.


        SFAS
        No. 149 - In April 2003, the FASB issued SFAS No. 149, "Amendment of
        Statement 133 on Derivative Instruments and Hedging Activities". SFAS
        No. 149 amends SFAS No. 133 for decisions made (1) as part of the
        Derivative Implementation Group process that effectively required
        amendments to SFAS No. 133, (2) in connection with other FASB projects
        dealing with financial instruments and (3) in connection with
        implementation issues raised in relation to the application of the
        definition of a derivative. SFAS No. 149 is effective for contracts
        entered into or modified after June 30, 2003, with certain exceptions
        and for hedging relationships designated after June 30, 2003. Adoption
        of SFAS No. 149 did not have a material impact on the Company's
        consolidated financial statements.

 
        
WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)Recent
        Issued Accounting Pronouncements (continued)
        SFAS
        No. 150 - In May 2003, the FASB issued SFAS No. 150, "Accounting for
        Certain Financial Instruments with Characteristics of Both Liabilities
        and Equity", to establish standards for how an issuer classifies and
        measures certain financial instruments with characteristics of both
        liabilities and equity. It requires that an issuer classify a financial
        instrument within its scope as a liability (or an asset in some
        circumstances). SFAS No. 150 is effective for financial instruments
        entered into or modified after May 31, 2003, and otherwise is effective
        at the beginning of the first interim period beginning after June 15,
        2003, except for certain provision which have been deferred. Adoptions
        of SFAS No. 150 had no impact and is not expected to have an impact on
        the Company's 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, 2003 and
2002, the Company incurred net losses of $4,470,905 and $733,404, 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

 
        
WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - GOING CONCERN (continued)concern.
The consolidated financial statements do not include any adjustments that might
result from the outcome of these uncertainties. In this regard, Management is
proposing to 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 - CHARGES FOR THE IMPAIRMENT OF LONG-LIVED ASSETSThe Company evaluates the recoverability of
long-lived assets based on a number of factors including operating results,
business plans, economic projections and anticipated future cash flows. An
impairment in the carrying value of an asset is recognized whenever anticipated
future cash flows (undiscounted) from an asset are estimated to be less than its
carrying value. When indicators of impairment are present, the carrying values
of the assets are evaluated in relation to the operating performance and future
undiscounted cash flows of the underlying business. The net book value of an
asset is adjusted to fair value if its expected future undiscounted cash flows
is less than book value. Fair values are based on assumptions concerning the
amount and timing of estimated future cash flows and assumed discount rates,
reflecting varying degrees of perceived risk.


In December
2003, the Company recorded total charges for the impairment of long-lived assets
of $3,496,881. The Company recorded a charge for the impairment of goodwill of
$2,292,779 which resulted from a deterioration of future estimated cash flows
anticipated from the Med-Link 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 from Four J's Enterprises (see Note 11 (d)), which software and
equipment was used in conjunction with the Med-Link VPN operations.

 
        
WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - OTHER INTANGIBLE ASSETSIn 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 $20,000 is being amortized over the life of the License
Agreement (10 years).

NOTE 5 - PROPERTY AND EQUIPMENTAs of December 31, 2003, a summary of property
and equipment and the estimated useful lives used in the computation of
depreciation is as follows:


Estimated useful life (years)
      AmountFurniture and fixtures
      5
      $ 12,383Leasehold improvements
      3
      10,423Office equipment
      5
      2,372Computer equipment and software
      5
      17,93243,110Less accumulated depreciation
      
      6,224$ 36,886





The Company determined that in 2003, there was an impairment of property and equipment and charged operations for such impairment aggregating $1,204,102 (See Note 3). 


        

WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - NOTES PAYABLE - BANKS
On
April 30, 2001, Med-Link entered into a five year $100,000 loan agreement with a
bank. Payments in the amount of $2,064, with interest at the rate of 8.75% per
annum were due monthly. In addition, in April 2001, Med-Link entered into a
three year business credit loan agreement with a bank permitting the Company to
borrow up to $100,000. Both loans were guaranteed by officers of Med-Link. In
July 2003, one of the officers of Med-Link repaid both loans aggregating
$148,901. (See Note 7 and Note 17).

NOTE 7 - LOAN PAYABLE - RELATED PARTIES
The
Company, as of December 31, 2003, has loans due to three of its
consultants/shareholders in the amount of $9,499. These loans are payable on
demand and are non-interest bearing.


In
November 2003, the Company issued 493,378 shares of its common stock in
settlement of a loan due to an officer of Med-Link, in the amount of $222,021.

NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
As
of December 31, 2003, accounts payable and accrued expenses consisted of the
following:



Professional fees
      $ 84,374Telephone
      50,107Payroll taxes
      41,876Outside services
      18,199Sales tax payable
      27,742Miscellaneous
      8,764$231,062




WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

        NOTE 9 - LOAN PAYABLE - OTHER


As
of December 31, 2003, Western Media Group Corp. and Med-Link have 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. This loan is non-interest bearing and is
payable on demand.

        NOTE 10 - 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 11).
Such charges were being shown as a reduction of the Companys
shareholders equity in the accompanying Consolidated Statement of
Shareholders Equity (Deficit) and is being amortized over the period of
the services rendered.

        NOTE 11 - STOCKHOLDERS' EQUITY


a)
In November 2003, the Company issued 493,378 shares of its common stock to an
officer of Med-Link in consideration 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).


b)
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 is
to be rendered through May, 2004.



        

WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

        NOTE 11 - STOCKHOLDERS' EQUITY (continued)
In
June, 2003 the Company sold 500,000 shares of its common stock to Cooper Station
Funding Corp. for $20,000, pursuant to the consulting agreement dated May 16,
2003 (see above). The value of the difference between the fair market value of
the stock ($.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, which are to be rendered through May 2004.


For
the year ended December 31, 2003, $241,875 has been charged to operations and
the balance of $145,125 was charged to deferred charges in the accompanying
balance sheet for the above-mentioned transactions.


c)
On April 24, 2003, the Company also 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).


d)
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.


e)
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.



        

WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

        NOTE 11 - STOCKHOLDERS' EQUITY (continued)


f)
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 during the year ended
December 31, 2002.


g)
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. Of the total shares issuable, 75% were issued upon
the approval of the agreements by the Companys Board of Directors and the
balance of the shares were subsequently issued.


Of
the total value of the aforementioned shares aggregating $126,600, $97,825 has
been allocated, as of December 31, 2001, to deferred charges for services to be
rendered and expensed in 2002.


In
addition, the aforementioned individual received options to purchase 3,400,000
common shares at an exercise price of $.02, which shares shall vest eight months
after the commencement date of the agreement. The options expire in October,
2004. 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.

        
        
WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

        NOTE 11 - STOCKHOLDERS' EQUITY (continued)


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 $10,000 per month, payable in cash or in the Companys
common shares at a 20% discount to the prevailing market value on the last
business day of each month, and options to purchase an additional 3,400,000
shares at the fair market value on October 1, 2002 ($.065). 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. While the Company did not formally extend the agreement, the
Consultants continue to provide services to the Company.


h)
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 expire in October
2004. One of the stockholders exercised 100,000 of their options in December
2003.


        i)
The following is a summary of the stock options outstanding for the years ended
December 31, 2003 and 2002.


2003
      2002Stock options outstanding, beginning of year
      6,652,611
      4,400,000Stock options granted during the year
    -
    3,400,000Stock options exercised during the year
      (1,120,066)
      (1,147,389)Stock options canceled
      -
      -Stock options outstanding, end of
        year
      5,532,545
      6,652,611


WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

        NOTE 12 - 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 receivable to the Company in the amount of $56,437.

        NOTE 13 - PREFERRED STOCK


The
holders of the Companys preferred stock have the right to receive yearly
payments in an amount which will not exceed the Available Dividend Amount, as
defined. The decision to make annual payments to the preferred stockholder rests
with the sole discretion of the Companys Board of Directors, which
determination will be made in February of each year. The declared payment will
be paid on March 31 for the prior year then ended. The preferred shares are not
transferable without the consent of the Company, except in the case of death of
the stockholder, and carry no voting rights, liquidation preferences and other
rights, except for the right to receive distributions disclosed above.

        NOTE 14 - ACCOUNTING FOR STOCK-BASED COMPENSATION


        FAS
No. 123, Accounting for Stock-Based Compensation defined a fair
value method of accounting for stock options and other equity instruments. Under
the fair value method, compensation cost is measured at the grant date based on
the fair value of the aware and is recognized over the service period, which is
usually the vesting period. As provided for in FAS No. 123, the Company elected
to apply Accounting Principles Board (APB) Opinion No. 25 and
related interpretations in accounting for its stock-based compensation plans.
The following is a reconciliation had the Company adopted FAS No. 123.



        

WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

        NOTE 14 - ACCOUNTING FOR STOCK-BASED COMPENSATION (continued)


For the year ended December 31,2003
      2002Net loss (as reported)
      $ (4,470,905)
      $  (733,404)Less: stock compensation costs, had all options been
        recorded at fair value
      -
      321,250Adjusted net loss
      $ (4,470,905)
      $ (1,054,654)Basic earnings per share (as
        reported)
      $  (.17)
      $  (.03)Basic earnings per share (as
        adjusted)
      $  (.17)
      $  (.05)

The fair  value of each  option  granted  during  2003 and 2002 is  estimated  on the date of grant  using  the  Black-Scholes
option-pricing model with the following assumptions:

2003
      2002Dividend yield
      None
      NoneExpected volatility
      100%
      100%Risk-free interest rate
      3%
      3%Expected life (years)
      2
      3

WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

        NOTE 15 - UNAUDITED QUARTERLY FINANCIAL DATA
The
following is a summary of unaudited quarterly operating results for the years
ended December 31, 2003 and 2002:


Year Ended December 31, 2003First Quarter
      Second Quarter
      Third Quarter
      Fourth QuarterRevenues
      $  9,662
      $ 5,870
      $ 5,025
      $  (6,182)Net loss
      (160,518)
      (206,101)
      (254,348)
      (3,849,938)Loss per share
      (.01)
      (.01)
      (.01)
      (.14)


Year Ended December 31, 2003First Quarter
      Second Quarter
      Third Quarter
      Fourth QuarterRevenues
      $  39,768
      $  45,337
      $  40,982
      $   22,790Net loss
      (183,760)
      (210,078)
      (160,811)
      (178,755)Loss per share
      (.01)
      (.01)
      (.01)
      -


The
fourth quarter of 2003 includes a charge for the loss impairment of assets in
the amount of $3,496,881 (see Note 3)

        NOTE 16 - COMMITMENTS AND CONTINGENCIES
In
September 2003, Med-Link entered into a service agreement with Netwolves
Technologies to jointly market Netwolves HIPA Infrastructure Solutions combined
with Med-Links health care management applications. Under this agreement,
Med-Link, will offer Netwolves Technologies products and services through its
virtual private network to ensure HIPAA compliancy to its doctors and the
medical community.


On
June 3, 2003, the Company entered into a private label healthcare communications
agreement with Wildgate Wireless, Inc. The agreement was entered to facilitate
value-added services to be offered through Med-Links VPN.

        
 
WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

        NOTE 16 - COMMITMENTS AND CONTINGENCIES (continued)
In
May 2003, Med-Link entered into an agreement with Vested Health Care, a company
which holds a licensing agreement with Avreo Inc., which will grant the Med-Link
VPN the opportunity to offer its clients software that allows for the
reading of MRI and CAT scans digitally.


In
November 2002, Med-Link entered into an answering service agreement with a
company which will provide contact and/or call center and attendant support
services for Med-Link as set forth in the agreement.


On
November 27, 2002, Med-Link entered into a telecommunications agreement with a
hospital. Under the terms of the agreement, Med-Link will provide, among other
things, the installation and implementation of a virtual private network
(VPN) for the hospital.


In
August 2003, the Company entered into a rental lease agreement in Islandia, New
York. The lease expires on July 31, 2006. The Company has the option to extend
the lease for two additional years.


Minimum
annual lease commitments are as follows:



Year ended December 312004
      $ 33,0002005
      34,0002006
      20,000


Western  Media Group Corp.  and Med-Link are  delinquent  in filing their sales tax and payroll tax returns and New York State
has filed a judgment against Med-Link.
        
        
        
WESTERN
MEDIA GROUP CORPORATION



(A
Development Stage Company)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

        NOTE 17 - LEGAL PROCEEDINGS


In
July 2003, an officer of Med-Link repaid loans outstanding to a bank in the
amount of $148,901 (See Note 6). However, the original default judgment against
Med-Link and an officer of Med-Link has not been removed by the bank to date.
The Companys counsel believes this to be a technicality, with no
adjustments being reflected in the accompanying financial statements.

        NOTE 18 - SUBSEQUENT EVENTS


In
January 2004, the Company entered into employment contracts with four
individuals. Under the terms of the agreements, no cash compensation is provided
for, various amounts of shares of the Companys common stock was issued at
the inception of the agreements, with options to purchase additional shares and,
among other things, all the agreements had terms of five years.





  

  

  

  
  Item 8. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure.
None.
        Item 8A. Controls and Procedures
As of April 1, 2004, an evaluation was performed under the supervision and with the participation of the Company's management for the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management 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 Management 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 April 1, 2004.

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.




Name
Age
Position
Director or Officer SinceRay Vuono
38
Chief Executive Officer and President
January 1, 2004Konrad Kim
32
Director and President
October, 2000Dr. Michael Carvo
51
Director and President of Med-Link, USA, Inc.
January 1, 2002




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.
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 (25)
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.
Mr. Rose has a degree in Financial Economics from Staffordshire University in
the U.K.
Nilang Patel (25)
Nilang Patel joined Western Media Group in October 2003 as the Chief Operating Officer. He graduated New York University and received his bachelors degree in Computer Science. In 1999 he worked at Credit Suisse First Boston as a Trade Floor Analyst on the Fixed Income Derivatives and Swaps Desk. He then moved over to PricewaterHouseCoopers and Served there as a consultant in the Capital Markets Group. In 2002 he moved over to Carousel Foods of America in the role of Vice President/Logistics Manager.
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.



Item 10. Executive Compensation
The following compensation was paid to the Company's Chief Executive Officer and other officers during the periods indicated:


SUMMARY COMPENSATION TABLELong Term CompensationAnnual Compensation
Awards
PayoutsName and Principal Position
Year
Salary ($)
Bonus ($)
Other Annual Compensation ($)
Restricted Stock Award(s) ($)
Securities Underlying Options/SARs ($)
LTIP Payouts ($)
All Other Compensation ($)Ray Vuono, CEO (1)
2003
$0

$0
374,505
02002
$0

$0
419,272
1,200,0002001
$69,000

$69,000
1,035,000
1,200,000Jameson Rose, Vice President (2)
2003
$0

$0
130,606
02002
$0

$0
300,000
1,500,0002001
$24,000

$28,800
900,000
1,000,000Konrad Kim, former President
2003
$0

$0
0
0current CTO
2002
$39,738

$0
0
500,0002001
$0

$0
0Nilang Patel, COO
2003
$0

$0
0
0


(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
        
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.


Title of Class
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Ownership
Percent of Class$.01 par value per           share common
4J's Enterprises
1215 Court North Drive
Melville, New York 11747
2,000,000
6.71%$.001 par value per           share common
DDR, Ltd.
560 Broadhollow Road Suite 304
Melville, New York 11747
7,841,502
26.3%$.01 par (1) value per share common
Ray Vuono
11 Oval Drive, Suite 200B         Islandia, New York 11749
3,374,159
10.17%$.001 par (2) value per share common
Munish Rametra 116 South Woods Rd
Woodbury, NY 11797
2,777,431
8.53%$.001 par (3) value per share common
Jameson Rose
11 Oval Drive, Suite 200B         Islandia, New York 11749
3,467,360
10.43%$.001 par (4) value per
share common
Dr. Michael Carvo, Director850 Hicksville Rd
Suite 110
Seaford, NY 11783
1,613,378
5.14%$.001 par (5) value per share common
Konrad Kim
11 Oval Drive, Suite 200B
Islandia, New York  11749
500,000
1.65%All officers and directors as a group

9,845,093
30.29%




(1)
Includes 500,000 shares issuable upon the exercise of options at $.02 per share granted pursuant to Mr.
Vuono's consulting agreement.(2)
Includes 2,400,000 shares issuable upon the exercise of options at $.02 per share granted pursuant to Mr.
Rametra's consulting agreement.(3)
Includes 2,232,545 shares issuable upon exercise of options granted to Mr. Rose in October, 2001 and pursuant to his consulting agreement.(4)
Includes an estimated 1,000,000 shares due to Dr. Carvo as a former shareholder of Med-Link from the 2,000,000 total Company shares paid to Med-Link shareholders upon its acquisition by the Company.  The Med-Link shareholders have not yet determined the final distribution of the shares received form the Company.




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.
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
The 400 preferred shares issued pursuant to the MedLink acquisition were cancelled as of December 21, 2003 by agreement with the preferred holders.  The holders of the Company's preferred stock had the right to receive yearly payments in an amount which will not exceed the Available Dividend Amount, as defined.




SEC Ref.  No.
Title of Document3.1
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)10.10
Employment Agreement between the Company and Ray Vuono dated January 1, 2004;10.11
Employment Agreement between the Company and Jameson Rose dated January 1, 2004;10.12
Employment Agreement between the Company and Nilang Patel dated January 1, 2004;10.13
Employment Agreement between the Company and Konrad Kim dated January 1, 2004;21.1
Subsidiaries of the Registrant23.1
Consent of Independent Auditor31.1
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.




(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.(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.






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
      2002Audit Fees *
      $37,730
      $27,827Audited Related FeesTax Fees
      3,900
      4,700All Other Fees 
              Out-of-Pocket ExpensesTotal
      $41,630
      $32,527




* "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, 2003 and December 31, 2002 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.






SIGNATURESIn 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 CORPORATIONBy:
/s/ Ray Vuono
Ray Vuono, Chief Executive Officer and President
Dated: April 14, 2004By:
/s/ Konrad Kim
Konrad Kim, President and Director
Dated: April 14, 2004By:
/s/         Dr. Michael Carvo
Director
Dated: April 14, 2004By:
/s/          Jameson Rose
Vice President and Principal Financial Officer
Dated: April 14, 2004SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERSThere 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.