Form 10-KSB for Meier Worldwide Intermedia Inc.

10KSB 1 meierworld.htm Form 10-KSB for Meier Worldwide Intermedia Inc.

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

FORM 10-KSB

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

For Fiscal Year Ended: December 31, 2001

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

For the transition period from to

Commission file number: 000-27795

MEIER WORLDWIDE INTERMEDIA INC.
(Exact name of small business issuer as specified in its charter)

Nevada 52-2079421
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)

Ste 320-1100 Melville Street
Vancouver, British Columbia V6E 4A6

(Address of Principal Executive Offices) (Zip Code)

(604) 689-7572
(Company's Telephone Number)

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

Securities registered under Section 12(g) of the Act: 12,335,260 shares of
common stock, par value $.001 per share

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 [] No [ x]

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation SB is not 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. [ ]

State issuer's revenues for its most recent fiscal year: None

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 prices 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.) $44,026 as of December 31,
2001.

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.

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

Indicate by check mark whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court. Yes [ ]
No [ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 12,355,260

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990).

No documents are incorporated by reference into this Annual Report on
Form 10-KSB.

Transitional Small Business Disclosure Format (check one): Yes [ ];
No [X]

TABLE OF CONTENTS

PART I.........................................................................4

ITEM 1. DESCRIPTION OF BUSINESS................................................4
ITEM 2. DESCRIPTION OF PROPERTY...............................................11
ITEM 3. LEGAL PROCEEDINGS.....................................................11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...................13

PART II.......................................................................13

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..............13
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............14
ITEM 7. FINANCIAL STATEMENTS..................................................15
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE..............................................16

PART III......................................................................16

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.....................16
ITEM 10. EXECUTIVE COMPENSATION...............................................17
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......17
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................18
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.....................................18
(PART F/S.....................................................................
FURNISH THE INFORMATION REQUIRED BY ITEM 310(A) OF REGULATION S-B.............

PART III......................................................................

ITEM 1. INDEX TO EXHIBITS.....................................................
ITEM 2. DESCRIPTION OF EXHIBITS...............................................

Part I

Item 1. Description of Business.

Meier Worldwide Intermedia Inc. (the "Company") was incorporated on June 17,
1997 in the State of Nevada, U.S.A. The Company's executive office is located at
1100 Melville Street (suite 320), Vancouver, British Columbia, V6E 4A6 Canada,
Tel: (604) 689-7572.

The Company was organized as a holding company and is traded in the pink sheets
under the symbol 'HUES.'

As it was the intent of the Company to become publicly traded in the United
States, management determined it would be in the Company's best interests to be
domiciled there, therefore incorporated the Company in Nevada, U.S.A. The
Company's subsidiary is a British Columbia incorporated company.

Until November 1, 1998, the Company and its subsidiaries were in the business of
developing websites on the internet as well as the acquisition, management and
leasing of sound studio space which it marketed to the local entertainment
industry through its five wholly-owned British Columbia incorporated
subsidiaries. On November 1, 1998, these subsidiaries were disposed of for total
consideration of $6.50 to Meier Entertainment Group Inc., a company owned by
James Meier, for their failure to produce revenue. They were: Meier Studios
Inc., incorporated August 25,1997; G.G. Studios Inc., incorporated October 6,
1997; Meier Worldwide Intermedia Inc. (BC), incorporated November 28, 1996;
Meier Studios (Lake City) Inc., incorporated December 18, 1997; and Meier
Studios (B.B.) Inc., incorporated March 26, 1998.

On June 30, 1997 the Company acquired a movie industry website from Meier
Entertainment Group Inc., a company wholly-owned by James Meier. On June 30,
1997, the Company issued 3,600,000 shares at $0.001 per share to Mr. Meier.
These shares were issued for services, an operating the Internet site and the
production rights for a motion picture based on the life story of Mr. Meier's
father, John Meier. The recorded amount of $0.001 per share was arbitrarily
determined by the Company and was for Mr. Meier's services as a director and
officer of the Company only. This transaction was done with the approval of the
Board of Directors.

The Company currently has three subsidiaries:

Meier Entertainment Security Inc., was incorporated in British Columbia on
September 16, 1998. Meier Entertainment Security Inc. has never conducted and
business. It is not anticipated by the management it will carry on business in
the future. Given the foregoing, it is there is little probability that the
subsidiary will continue as a viable business entity.

H.R.H. Productions Inc. ("H.R.H.") was incorporated in British Columbia on
October 6, 1997. H.R.H. will be responsible for producing the movie "The John
Meier Story" based on the life of John Meier, who is the father of James Meier.

o Meier Rose Pictures Inc. ("Meier Rose") was incorporated in British
Columbia on April 28, 2001. The Company owns 2,000 common shares at
$0.01 per share representing a twenty percent (20%) interest in
Meier Rose. Meier Rose currently is inactive and does not anticipate
engaging in any business in the future

The Company is currently refocusing its business and is in a transitional stage
having disposed of the studio space leasing and management businesses. It is
management's belief that the future opportunities for the Company lie
not only with the production of films but also with the potential ability to
merge this industry with the multi-media interactive technology that is
available to the Company through its investment of a 20% interest in a company
called Internet Television Network ("ITN") (see Part 1, Item 1, "Multimedia
Video Technology").

The Company paid $2,000.00 for 2,000,000 million shares $0.001 par value shares
in a Nevada company called Internet Television Network ("ITN"). This company was
incorporated on July 6, 1999, in Nevada, U.S.A. The acquisition constitutes a
20% interest in ITN by the Company. ITN plans to carry out the business of
providing real-time interactive multi-media services that will be available to
the public via the Internet. A business plan is currently being completed and
ITN's management has yet to determine how they will fund this project or the
amount of funds that are needed to launch this service.

Offices

The Company's executive office is located at Suite 320-1100 Melville Street,
Vancouver, British Columbia, V6E 4A6, Canada.

Planned Business

It is the Company's objectives to carve out a niche market in the entertainment
industry by implementing the following plans in the year 2002:

- Initiate production of the film based on the life of John Meier (see Part
I, Item 1,"Movie Production").
- Develop interactive video services for the Internet through Internet
Television Network (ITN) (see Part 1, Item I, "Description of Business").

Movie Production

In connection with its plans to produce films, the Company formed tow
subsidiaries. These are:

o H.R.H. Productions Inc. ("H.R.H.") was incorporated in British
Columbia on October 6, 1997. H.R.H. will be responsible for
producing the movie "The John Meier Story" based on the life of John
Meier, who is the father of James Meier. John Meier was the former
personal business advisor and aide to the late Howard Hughes and is
the central character in the book, "Age of Secrets, The Conspiracy
that toppled Richard Nixon and the Hidden Death of Howard Hughes."
This book was published in 1995. H.R.H. has not yet determined how
much funding is required to produce this movie. At the present time,
management has not identified any sources for the funds necessary to
complete this project. Beyond producing the movie based on the life
of John Meier, H.R.H. has no specific plans for future film
projects.

o Meier Rose Pictures Inc. ("Meier Rose") was incorporated in British
Columbia on April 28, 1999. The Company owns 2,000 common shares at
$0.01 per share representing a twenty percent (20%) interest in
Meier Rose. Meier Rose currently is inactive and does not anticipate
engaging in any business in the future.

The Company proposes to commence production of a motion picture film in the year
2002, including a movie based on the life of James Meier's father, John Meier,
who was the personnel business advisor and aide to the late Howard Hughes. John
Meier also served on President Richard Nixon's task force on 'Resources and
Environment.' A script for the John Meier movie has not yet been written, but is
currently contemplated subject to financing. The movie would be an original
screenplay based on private documents and U.S. government files about the life
and death of the reclusive billionaire, Howard Hughes, founder of Hughes
Aerospace Inc.

The Company acquired the rights to make a film based on John Meier's story from
Meier Entertainment Group Inc., an affiliate of the Company's president, James
Meier, in August 1997. Such assignment was without consideration, it being John
Meier's hope that the Company will effect production of such movie. (see Item 1,
Part 7, "Certain Relationships and Related Transactions").

The writing and production of movies requires substantial funding, and the
Company's ability to produce movies will depend on its ability to raise such
funding, by way of a public or private offering. Management is currently
reviewing the funding requirements for the film on John Meier's life
experiences, and has not yet decided how they will achieve such funding or how
much is required. No assurances can be given that such funding will be available
on terms deemed acceptable by the Company, or that such movie, if financed and
produced, will be successful.

Netcasting

The Company is observing various companies experimenting with Netcasting, and
sees a potential opportunity with this technology. Netcasting is the term used
for film and television productions that are broadcasted over the Internet
instead of using conventional methods such as cable and satellite.

Multi-Media Video Technology

The Company paid $2,000.00 for 2,000,000 million shares $0.001 par value shares
in a recently incorporated Nevada company called Internet Television Network
("ITN"). This company was incorporated on July 6, 1999, in Nevada, U.S.A. The
acquisition constitutes a 20% interest in ITN by the Company. ITN plans to carry
out the business of providing real-time interactive multi-media services that
will be available to the public via the internet. A business plan is currently
being completed and ITN's management has yet to determine how they will fund
this project or the amount of funds that are needed to launch this service.

Distribution Methods

The Film Industry

The Company will utilize both traditional distribution channels to distribute
its film. In addition to traditional distribution channels, the Company sees an
opportunity to distribute its products directly to consumers through
"netcasting" or the broadcasting of films over the Internet. Management's
commitment to exploring non-traditional distribution channels is highlighted by
the Company's investment in ITN, a company that intends to develop the ability
to provide television-quality video feeds over the Internet.

Competition

The Film Industry

The market for the Company's products is highly competitive and uncertain as to
the amount such market will generate. Many of the Company's competitors have
greater name recognition and resources than does the Company. There are no
assurances that the Company will be able to successfully compete or that the
projects will be viable.

With respect to its plans for motion picture production, the Company will be
competing with numerous companies engaged in the production and marketing of
films and television productions. Most of such entities, such as Can West
Global, Western International Communications, Cannell, and Pacific Motion
Pictures, are larger and better established, and many are better financed than
the Company

The Internet Business

The Company has limited exposure to the Internet business through its investment
in ITN. The Internet business is highly competitive and highly fragmented and
dominated by small enterprises. Success will be largely dependent on ITN's
ability to raise capital and attract talent in the computer and multi-media
industry. The Company is therefore uncertain as to the amount such market will
grow and ITN's ability to compete in such an environment.

Currently, there are numerous potential competitors seeking to deliver similar
broadcast services on the Internet. Large companies such as Disney, Microsoft
and Broadcast.com have all invested substantial amounts of capital to develop
the technology and channels to deliver content to end-users. In addition to
these major industry players, many small upstart technology companies are
developing products and services that will compete directly with ITN's planned
services. Compared to many of its competitors, ITN is severely hampered by its
lack of capital and technical expertise.

ITN and the Company will not be dependent upon a few major customers as every
individual with access to the Internet will be a potential customer for delivery
of broadcast quality services over the Internet.

Government Regulation

The Film Industry

The film industry is subject to government regulation at the federal, state and
municipal levels. Currently, both the Canadian federal and provincial
governments encourage film production in British Columbia through preferential
tax treatment. Should the current taxation schemes change, the Company's
ability to produce films in British Columbia would be seriously impaired.

The Internet

Currently, there is little federal or state regulation of the Internet when
compared with other modes of communication, entertainment and commerce. As the
Internet grows and in particular as the value of e-commerce grows, the potential
for government regulation at both the state and federal level increases. It is
foreseeable that increased regulation in regard to user privacy, taxation,
content, copyright and consumer protection may be enacted in the future. As the
rapid growth of the Internet has been in part due to its unregulated nature, any
future regulations will likely slow the current rate of growth of the Internet.
Any reduction in the rate of growth of the Internet will negatively affect
companies that seek to introduce new technologies and products to the public.
As such, the Company's current investment in ITN, a business that seeks to
provide internet broadcasting services to the public would be negatively
impacted by a slowing of growth in Internet usage.

Recent attempts by the telephone carriers to request the Federal Communications
Commission to regulate Internet service providers due to the increased demands
being placed on the carriers' infrastructure could result in the imposition of
user fees on service providers which would ultimately be passed on to the
consumer. Any such levy would likely lead to slower growth in the Internet and
would have an adverse affect on the Company's investment in ITN.

Laws aimed at regulating the content of Internet content providers has also been
promoted by various interest groups. Successful regulation of Internet content
will likely result in a slowing of the Internet's current popularity as a mode
of dissemination of information. Management feels that given the international
dimension of the Internet it is unlikely, that regulation of content by any
nation will be successful.

Risk Factors

The Film Industry

1. The Company has no operating history in the making of films and is
dependent upon its ability to raise sufficient working capital to complete
the projects identified in this report. The Company does not have funds to
undertake any of its planned activities at the current time and there can
be no assurance that it will be able to raise such funds.

2. The Company lacks working capital and will require financing to commence
production of one movie. There is no assurance that the Company will be
able to obtain such financing, or, if available, what the terms of such
financing will be.

3. The market for the Company's products is highly competitive and uncertain
as to the amount such market will generate. Many of the Company's
competitors have greater name recognition and resources than does the
Company. There are no assurances that the Company will be able to
successfully compete or that the projects will be viable.

4. The Company's success will depend largely upon the performance of its
founder and executive officer, James Meier, President, Treasurer, Secretary
and Director. The loss of the services of Mr. Meier would have a
materially adverse effect on the Company if a replacement could not be
found. In addition, the Company will need to attract and retain skilled
and experienced sales and technical staff to successfully accomplish its
business plan. Competition for experienced personnel in the Company's
industries is intense. In the event that the Company is unable to attract
and retain certain skilled staff, or if the Company loses the services of
any of its key personnel, there can be no assurances that replacement
personnel with similar contacts, experience and skills, could be found.

5. The Company does not anticipate payment of any cash dividends on its Common
Stock in the foreseeable future.

6. Present Management of the Company has a limited knowledge of how to produce
movies, and the Company has a lack of operating history in the movie
production business.

7. Due to the weak Canadian dollar, British Columbia continues to be an
attractive location for the film production industry as a great majority of
revenues come from foreign and American producers. The future production of
any films could therefore be greatly affected by any
changes in the relative value of the Canadian and U.S. dollar. Any surge
in value of the Canadian dollar would have a negative impact on this
industry in British Columbia as a whole.

8. The Company's auditors have qualified their opinion as follows: "The
accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company will need additional
working capital to service its debt for the coming year and for its planned
activity, which raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are described
in Note 9. These financial statements do not include any adjustments that
might result from the outcome of this uncertainty. " Management will use
its best efforts to obtain additional working for the Company. At the
present time, however, there is no reason to expect that management will be
successful. Management has not identified any potential investors at this
time. If management is unsuccessful in obtaining additional funding, it is
unlikely that the Company will be able to continue as a going concern.

9. The current shareholders of the Company and any future investors run the
risk of losing all of their investment should the Company cease to be a
going concern.

Employees

The Company has only one employee, the Company's president James Meier. The
Company's subsidiaries have no employees. At the present time, there is no
expectation that the Company, or its subsidiaries will hire any additional
permanent employees in the future.

Item 2. Description of Property.

The Company's principal business office is located at 320-1100 Melville Street,
Vancouver, British Columbia. The Company pays rent to Sunlife Assurance Company
of Canada in the amount of CDN $550.00 per month on a month-to-month basis for
the above noted office space.

At the current time, the Company has no investments or interests in real estate,
real estate mortgages, securities of or interests in persons primarily engaged
in real estate activities.

Item 3. Legal Proceedings.

As of December 31, 2001 the following lawsuits and claims have been made against
the Company and/or subsidiaries of the Company:

1. Appin Holdings Ltd. v. Meier Studios (B.B.) Inc. and the Company (Supreme
Court of British Columbia, Vancouver Registry, action # C992772, commenced June
1, 1999): under a written lease date March 31, 1998, Appin Holdings Ltd. leased
to Meier Studios (B.B.) Inc., movie studio premises located at 6228 Beresford
Street, Burnaby, B.C. for a term of five years commencing April 1, 1998. Under a
written agreement dated April 1, 1998, the Company agreed to guarantee the lease
for a period of 12 months commencing April 1, 1998. The landlord terminated the
lease on April 19, 1999, on the basis of its claim, which is disputed, that the
tenant failed to pay rent in March and April 1999, and that two claims of
builder's liens were filed against the property. The landlord is claiming
CDN$228,897.41 (US$153,880.61) against the Company pursuant to agreement, which
the Company disputes. Since the Company's guarantee expired on March 31, 1999,
the Company calculates that its maximum exposure is CDN$61,634.53
(US$41,434.97), plus interest and costs.

2. Crow Productions Inc. v. Meier Studios (B.B.) Inc. (Supreme Court of
British Columbia, Vancouver Registry, action # C993605, commenced July 12,
1999): under a written sublease dated March 31, 1998, Meier Studios (B.B.) Inc.
subleased to Crow Productions Inc. the premises described in item 1 above. The
subtenant paid rent of CDN$48,150 (US$30,252) to the sub landlord for May, 1999.
As a result of the termination of the head lease on April 19, 1999 described in
item 1, the subtenant paid the May, 1999 rent again to Appin Holdings Ltd. Crow
Productions Inc. is claiming CDN$48,150 (US$30,252) plus interest and costs
against Meier Studios (B.C.) Inc. Since Meier Studios is no longer a subsidiary,
Management does not believe any judgement would affect the Company.

3. Ms. Renee Giesse. v. the Company, Meier Studio Management Inc., 532352
B.C. Ltd. and Dennis Rudd (Supreme Court of British Columbia, Vancouver
Registry, action # C986645, commenced December 22, 1999): the plaintiff's claim
as against the Company and Meier Studio Management Inc. claiming unpaid wages of
CDN $83,333.33 (US$56,816.88) plus damages for wrongful dismissal, interest and
costs. In the statement of claim, the Ms. Giesse alleges that in December 1997
she agreed to be employed by the Company and it's subsidiary, Meier Studio
Management Inc., as a Vice President, Studio Management for the movie studios
operated by the defendant in British Columbia. Ms. Giesse alleges that under the
terms of the oral employment agreement she was to be paid a salary and benefits
commensurate to similar industry executives. Ms. Giesse alleges that a
commensurate salary is CDN $125,000 per annum plus the reimbursement of certain
expenses. Ms. Giesse further alleges that she carried out her duties as Vice
President from December 15, 1997 to August 18, 1998 when she was dismissed
without cause. The plaintiff seeks damages in the amount of salary for the
period of December 17, 1997 to August 18, 1998. Management denies each and every
allegation fact contained in Ms. Giesse's statement of claim. Specifically,
Management disputes that there was any employment agreement and believes that
the claim is frivolous and without merit. Since the Company filed it's statement
of defense on January 18, 1999, there has been no further action taken by Ms.
Giesse in relation to her claim.

4. Michael McGowan v. the Company, Meier Studios (Lake City) Inc., Meier
Worldwide Entertainment B.C. Ltd. and G.G. Studios Ltd. (Supreme Court of
British Columbia, Vancouver Registry, action # C992476, commenced May 14, 1999):
Mr. McGowan loaned CDN$40,000 (US$26,890.75) without specific terms as to
interest and repayment to the Company on August 15, 1997. Mr. McGowan requested
that the loan be repaid and when the Company did not comply, he commenced the
above action. Prior to filing a statement of defense, the Company agreed to a
consent judgment of CDN$43,552.49 (US$29,278.98) as at September 1, 1999, to
make monthly payments of CDN$1,000.00 (US$672.26) commencing on October 1, 1999,
to pay interest at 1% above the HSBC Canada Bank prime rate and to pay the
balance on October 1, 2000.

5. Meier Studios Inc. v. 544553 B.C. Ltd. (Supreme Court of British
Columbia, Vancouver Registry, action #C985401, commenced September 4, 1998).
Meier Studios entered into a lease agreement with the defendant to lease 65,000
square foot building on lands owned by the defendant in Delta, British Columbia.
Under the terms to the lease, the defendant was required to construct an
addition to the existing building of approximately 115,000 square feet. Upon
completion of the addition, the basic rent payable by Meier Studios Inc. was to
increase to approximately $105,000 per month. In June of 1998, the defendant
informed Meier Studios Inc. that the addition had been completed and demanded

payment of additional rent. Meier Studios Inc. determined that the addition was
not complete nor had the municipal government issued the necessary occupancy
permits. Subsequently, the defendant informed Meier Studios Inc. that it had
terminated the lease and blocked the plaintiff from accessing the premises.
Meier Studios Inc. brought the action seeking a declaration that the lease was
valid and requiring specific performance by the defendant. In October 1998, the
defendant file its statement of defense and counterclaimed for damages against
Meier Studios Inc. Specifically, the defendant sought damages in the amount of
$308,040 (less $112,107.55 and $5,552.45 paid into court by Meier Studios Inc.)

On November 1, 1998, the Company sold Meier Studios Inc. to Meier Entertainment
Group Inc., a company controlled by the Company's president, James Meier. While
Meier Studios Inc. is no longer a subsidiary of the Company, the Company remains
liable under the lawsuit as it acted as a guarantor on the original lease.

Item 4. Submission of Matters to a Vote of Security Holders.
None

PART II

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

The Company has been quoted on the "Pink Sheets" under the symbol of "HUES".

High and Low Sales Prices for each quarter within the last two fiscal years.*

HIGH LOW
(Price per Share $) (Price per Share $)

Jan 00 .23 .04
Apr 00 .10 .05
July 00 .0625 .011
Oct 00 .016 .01
Jan 01 .013 .011
Apr 01 .11 .007
July 01 .007 .005
Oct 01 .023 .005

* The quotations reflect inter-dealer prices, without mark-up, mark-down or
commission and may not represent actual transactions.

Holders

The number of recorded holders of the Company's common stock as of December 31,
2001 is 784.

Dividends

The Company has never paid cash dividends on its common stock and does not
intend to do so in the foreseeable future. The Company currently intends to
retain any earnings for the operation and development of its business.

Transfer Agent

The Company's transfer agent is Nevada Agency & Trust Co., 50 West Liberty
Street (Ste. 880), Reno, Nevada 89501, U.S.A.

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

Plan of Operation

In the future, the Company will seek to establish its business of film
production, as well as provide financing for production of its movie on the life
of John Meier. The Company also intends to devote additional
resources to development of its Internet and multi-media video technology
business. (see Part I, Item 1, "Current Business Description"). As at October
31, 2001, the Company does not have adequate resources to cover ongoing
operations, and has no assets. The Company is a young company and going through
a transitional stage of establishing an infrastructure and focus for future
development.

Results of Operations

The Company does not have any results from continuing operations.

Movie Production

The Company to produce a movie based on John Meier's life experiences.
The Company has not yet determined the funding required for production of this
movie, neither is there a script for it. The Company will seek to raise the
necessary monies from investors or by joint venture with one or more established
producers. The Company has not yet determined which established producer it
might seek to joint venture with. It is not anticipated that production will
commence until sometime in 2002. There can be no assurance that such financing
will be available, or if available, that it would be offered on terms deemed
acceptable to management. In the event the Company is successful in arranging
such financing, it is contemplated that producing and distributing such movie
could take as long as 12 months from the time the script is completed.

Liquidity and Capital Resources

From November 1, 1999 to December 31, 2001, the Company generated cash outflows
of $6,784 from operating activities and no cash inflows. Cash outflows from
operating activities were largely attributable administrative expenses for the
said period.

Management anticipates that the Company will need US$60,000 in working capital
during the next 12 months in order to maintain daily operations. James Meier has
agreed to fund the Company when needed in consideration for restricted stock
issued at market price.

As of December 31, 2001, the Company had no assets and liabilities of US$20,094.
A portion of these liabilities totaling US$18,308 is owed by the Company to
James Meier. There is no note. The debt is payable upon demand for no interest.
Management anticipates settling current outstanding debt with existing creditors
by issuing shares for debt.

Item 7. Financial Statements.

ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 202
--------------------------------
Certified Public Accountants and Business Consultants Salt Lake City, Utah 84106
Member SEC Practice Section of the AICPA Telephone 801 486-0096
Fax 801 486-0098

Board of Directors
Meier Worldwide Intermedia Inc. and Subsidiary
Vancouver, B.C. Canada

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying consolidated balance sheet of Meier Worldwide
Intermedia Inc. and subsidiary (development stage Company), at October 31, 2001
and the related consolidated statement of operations, changes in stockholders'
equity, and cash flows for the years ended October 31, 2001, and 2000 and the
period June 17, 1997 (date of inception) to October 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We 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 financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Meier Worldwide
Intermedia Inc. and Subsidiary at October 31, 2001, and the results of
operations and cash flows for the years ended October 31, 2001, and 2000 and the
period June 17, 1997 (date of inception) to October 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company will need additional
working capital to service its debt and for its planned activity, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in Note 9. These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

February 28, 2002
Salt Lake City, Utah /s/ Andersen Andersen & Strong LC

F-1

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARY
(Development Stage Company)
CONSOLIDATED BALANCE SHEET
October 31, 2001

ASSETS
CURRENT ASSETS

Cash $ -
---------

Total Current Assets $ -
---------

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

Note payable and accrued interest - in default - Note 6 $ 37,568
Accounts payable - related parties 24,309
Accounts payable 58,217
---------

Total Current Liabilities 120,094
---------

STOCKHOLDERS' EQUITY

Common stock
200,000,000 shares authorized, at $0.001 par value;
12,355,260 shares issued and outstanding 12,355
Capital in excess of par value 1,538,836
---------
Deficit accumulated during development stage (1,671,285)
---------

Total Stockholders' Equity (deficiency) (120,094)
---------

$ -

F-2

The accompanying notes are an integral part of these financial statements.

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Development Stage Company)
For the Years Ended October 31, 2001 and 2000 and the
Period June 17, 1997 (date of inception) to October 31, 2001

Jun 17, 1997
Oct 31, Oct 31, to Oct 31,
2001 2000 2001
-------- ------- --------

REVENUES $ - $ - $ 773,600
-------- -------- --------

EXPENSES

Operating and administrative 4,838 27,733 2,183,213
Interest 1,910 3,227 16,411
Depreciation - - 502

6,748 30,960 2,200,126
-------- -------- ---------

NET LOSS - before other income and losses (6,748) (30,960) (1,426,526)

OTHER INCOME AND LOSSES

Gain on transfer of subsidiaries to related party - Note 4 - - 125,023
Loss of assets - Note 3 - - (369,782)

NET LOSS $ (6,748) $ (30,960) $(1,671,285)
========= ======== ==========

NET LOSS PER COMMON
SHARE

Basic $ - $ -
------- -------

WEIGHTED AVERAGE OUTSTANDING
SHARES

Basic (stated in 1000's) 12,355 12,355
-------- --------

F-3

The accompanying notes are an integral part of these financial statements.

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARY
(Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period June 17, 1997 (Date of Inception) to October 31, 2001

Capital in
Common Stock Excess of Accumulated
----------------
Shares Amount Par Value Deficit
------ ------ --------- ------------
Balance June 17, 1997
(Date of Inception) - $ - $ - $ -

Issuance of common stock for
services - at $.001 - June 30, 1997 3,600,000 3,600 - -

Issuance of common stock for
cash - at $.001 - June 30, 1997 6,000,000 6,000 - -

Issuance of common stock for
assets and services - at $.061 -
July 30, 1997 400,000 400 24,009 -

Issuance of common stock for
cash - at $.50 - October 1997 105,366 105 52,578 -

Issuance of common stock for
cash - at $1.00 - October 1997 141,625 142 141,483 -

Issuance of common stock for
services - at $1.00 - October 1997 61,551 62 61,489 -

Net loss from operations for the
period June 17, 1997
to October 31, 1997 - - - (93,393)

Issuance of common stock for
cash - at $.50 - December 1997 394,634 395 196,922 -

Issuance of common stock for
cash - at $1.00 - net of issuance
expenses - December 1997 169,327 169 164,122 -

Issuance of common stock for services
at $1.00 - December 31, 1997 4,038 4 4,038 -

Issuance of common stock for
cash at $1.00 - October 31, 1998 235,337 235 235,102 -

Issuance of common stock for
services at $1.00 - October 31, 1998 355,442 355 368,145 -

Net operating loss for the year
ended October 31, 1998 - - - (1,462,471)

F-4

The accompanying notes are an integral part of these financial statements.

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARY
(Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - continued
Period June 17, 1997 (Date of Inception) to October 31, 2001

Capital in
Common Stock Excess of Accumulated
----------------
Shares Amount Par Value Deficit
------ ------ --------- ------------

Issuance of common stock for cash at $1.00
November and December 1998 81,560 82 81,478 -

Issuance of common stock for services at
$1.00 - January 21, 1999 12,000 12 11,988 -

Issuance of common stock for services at
$.25 - May 18, 1999 200,000 200 49,800 -

Issuance of common stock for services at
$.31- July 9, 1999 100,000 100 30,900 -

Issuance of common stock for payment of
debt at $.20 494,380 494 98,382 -

Contribution to capital - expenses - - 8,400 -

Net operating loss for the year ended
October 31, 1999 - - - (77,713)

Contribution of capital - expenses - - 10,000 -

Net operating loss for the year ended
October 31, 2000 - - - (30,960)

Balance October 31, 2000 12,355,260 12,355 1,538,836 (1,664,537)

Net operating loss for the year ended
October 31, 2001 - - - (6,748)

Balance October 31, 2001 12,355,260 $ 12,355 $ 1,538,836 $(1,671,285)
========== ========= =========== ============

F-5

The accompanying notes are an integral part of these financial statements.

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARY
(Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended October 31, 2001 and 2000 and the
Period June 17, 1997 (Date of Inception) to October 31, 2001

Jun 17, 1997
Oct 31, to Oct 31,
2001 2000 2001
------- ------- --------
CASH FLOWS FROM
OPERATING ACTIVITIES

Net loss $ (6,748) $ (30,960) $(1,671,285)

Adjustments to reconcile net loss to
net cash provided by operating
activities

Amortization of lease purchase deposit -
Capital contributions and capital stock
issued for services and expenses 10,000 836,669
Changes in accounts receivables 68 -
Changes in prepaid expenses
Changes in accounts payable 6,748 20,849 120,094

Net Cash Provided (Used) in Operations - (43) (714,522)
------- --------- ----------

CASH FLOWS FROM INVESTING
ACTIVITIES
- - -

CASH FLOWS FROM FINANCING
ACTIVITIES

Proceeds from issuance of common stock - - 714,522
-------- --------- ---------
Net Increase (Decrease) in Cash (43) -
Cash at Beginning of Period - 43 -
-------- --------- ---------

Cash at End of Period $ - $ - $ -
======== ========= =========

NON CASH FLOWS FROM OPERATIONS AND FINANCING ACTIVITIES

Issuance of 4,061,551 shares common capital stock for
services - related parties - 1997 $ 89,560
Issuance of 528,807 shares common capital stock for ------
services - related parties - 1998 536,833
Issuance of 494,380 shares common capital stock for payment ------
of debt - 1999 98,876
------
Issuance of 312,000 shares common capital stock for
services - 1999 93,000
------
Contribution to capital - expenses - related party 18,400
------

F-6

The accompanying notes are an integral part of these financial statements.

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARY
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on June 17,
1997 with authorized capital stock of 200,000,000 shares at a par value of
$0.001.

The Company and subsidiary (referred to as the Company in this report) outlined
in note 4 have been in the business of leasing sound studio space to the
entertainment industry and the internet. After October 1998 the Company changed
its business purpose to engage in film production and the multi-media
interactive technology. During 1999 the Company abandoned all operations and has
since remained inactive.

The Company is considered to be in the development stage.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted any policy regarding payment of dividends.

Basic Net Income (Loss) Per Share
----------------------------------

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the stock split.

Income Taxes
------------

On October 31, 2001 the Company had a net operating loss carryover of
$1,671,285. The tax benefit of approximately $501,386 from the loss carry
forward has been fully offset by a valuation reserve because the future tax
benefit is undeterminable since the Company has no operations. The net operating
loss carryover will expire in 2008 for Canadian reporting and 2022 for U. S.
reporting.

Principles of consolidation
---------------------------

The consolidated financial statements shown in this report include the accounts
of the Company (the parent) and all of its wholly owned subsidiaries. All
material intercompany accounts and transactions have been eliminated.

Foreign Currency Translation
----------------------------

Part of the transactions of the Company were completed in Canadian dollars and
have been translated to US dollars as incurred, at the exchange rate in effect
at the time, and therefore, no gain or loss from the translations is recognized.
The functional currency is considered to be US dollars.

F-7

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Recognition of Income
---------------------

Through 1998 the business activity of the Company consisted of leasing sound
studio space to the entertainment industry. Lease income received from tenants
and lease expense paid to property owner's by the Company was assigned to income
and expense during the period defined by the lease agreements. During 1998 the
leasing activity of the Company was lost, resulting in the loss of assets shown
in the operating statement. After 1998 there has been no income.

Comprehensive Income
--------------------

The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.

Recent Accounting Pronouncements
--------------------------------

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.

Financial Instruments
---------------------

The carrying amounts of financial instruments, including accounts payable, are
considered by management to be their estimated fair values.

Estimates and Assumptions
-------------------------

Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.

3. REAL PROPERTY LEASE-PURCHASE AGREEMENT

On August 18, 1997 subsidiaries of the Company completed a lease agreement,
including an option to purchase, with 289 Taurus Ventures Ltd. (a non related
party), for the land and building, located in Delta, B.C., containing 64,000
square feet of building space and 13 acres of land for release in the motion
picture industry. The terms of the lease had a five year life with a five year
renewal provision.

On October 31, 1998 the lease and option to purchase was lost due to nonpayment
and nonperformance on the lease by the Company which resulted in a net loss of
$369,782 to the Company. The Company had guaranteed $41,435 of the damage
amounts, due by a former subsidiary, which remains as a payable on the books of
the Company.

F-8

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)

4. ACQUISITION OF SUBSIDIARIES

During 1997 and 1998 the Company organized and acquired all of the outstanding
stock of the following subsidiaries all of which were incorporated under the
laws of British Columbia and were recorded on the books of the Company at the
costs of organization. On November 1, 1998 all of the outstanding stock of the
subsidiaries indicated by (1) was transferred to a related party, for a nominal
consideration, and the Company discontinued the operations they conducted. The
transfer resulted in a net gain to the Company of $125,023 and was reported in
November 1999. The measurement date and the disposal date of the segment
transferred was considered to be November 1, 1999.

(1) G.G Studios Inc.- incorporated October 6, 1997 - manages and leases
studio space to the film industry
(1) Meier Worldwide Intermedia Inc.(cdn) - incorporated November 28, 1996
- no activity
(1) Meier Studios Inc.- incorporated August 25, 1997 - manages and leases
studio space
(1) Meier Studios (Lake City) Inc. - incorporated December 18, 1997 -
manages and leases studio space
(1) Meier Studios (BB) - incorporated March 26, 1998 - no activity
(1) H.R.H. Productions Inc.- incorporated October 6, 1997 - movie production
company - no operations
(1) Meier Studios Management Inc. - incorporated March 26, 1998 - movie
production company - no operations
Meier Entertainment Security Inc.- incorporated September 16, 1998 -
movie production company no operations

5. ACQUISITION OF MOTION PICTURE RIGHTS

During June 1997 the Company received the rights to produce a movie on the life
of John Meier from an officer of the Company which was recorded with no value.

6. NOTE PAYABLE AND ACCRUED INTEREST - in default

On August 15, 1997 the Company received a loan of $27,397 from a nonrelated
party. A legal action was started for collection of the amount due by the
Company and a consent judgement was given by the company agreeing to monthly
payments of $672.26 including interest at 1% above the HSBC Canada Bank prime
rate with payments starting October 1, 1999. The payments were not made and the
note is in default. Accrued interest has been recorded.

F-9

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)

7. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Outlined in the following are transactions with related parties which includes
the president-director and the secretary treasure-director and their families:

Acquisition of 29% of the outstanding stock of the Company by the issuance
of 3,550,000 common shares from the inception of the Company.
Transfer of the subsidiaries to an officer as outlined in note 4.
Demand no interest loans to the Company of $24,309.
Acquisition by the Company of the movie rights outlined in note 5.
Contributions to capital by the payment of expenses of $18,400.
During October 1997 the Company entered into management agreements with
officers providing for the payment of monthly management fees of $5,000
plus expenses. The accrued and payable fees due through September 1999 were
paid by the issuance of common capital stock of the Company and the
agreement was canceled.

8. CONTINUING AND CONTINGENT LIABILITIES

A legal action was started against the Company by a former employee making claim
for unpaid wages resulting from an alleged employment agreement. Management with
council believe the claim is frivolous and without merit and the action has not
been pursued by the plaintiff.

9. GOING CONCERN

On the report date the Company did not have the working capital to service its
debt for the coming year and for its planned activity. Continuation of the
Company is dependent upon obtaining additional working capital and the
management of the Company has developed a strategy, which it believes will
accomplish this objective through obtaining additional equity funding, and long
term financing, which will enable the Company to operate during the coming year.

F-10

ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 202
Certified Public Accountants and Business Consultants Salt Lake City, Utah 84106
Member SEC Practice Section of the AICPA Telephone 801 486-0096

Fax 801 486-0098

Board of Directors
Meier Worldwide Intermedia Inc. and Subsidiaries
Vancouver, B.C. Canada

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying consolidated balance sheet of Meier Worldwide
Intermedia Inc. and subsidiaries, (development stage company) at October 31,
2000 and the related consolidated statement of operations, changes in
stockholders' equity, and cash flows for the years ended October 31, 2000, and
1999 and the period June 17, 1997 (date of inception) to October 31, 2000. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

In our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Meier Worldwide
Intermedia Inc. and Subsidiaries at October 31, 2000, and the results of
operations and cash flows for the years ended October 31, 2000, and 1999 and the
period June 17, 1997 (date of inception) to October 31, 2000, in conformity with
accounting principles generally accepted in the United States of America.

February 28, 2002
Salt Lake City, Utah /s/ Andersen Andersen & Strong LC

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
CONSOLIDATED BALANCE SHEET
October 31, 2000

ASSETS
CURRENT ASSETS

Cash $ -
-----

Total Current Assets $ -
-----

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Note payable and accrued interest - in default - Note 6 $ 35,658
Accounts payable - related parties 17,421
Accounts payable - other 60,267
------

Total Current Liabilities 113,346
------

STOCKHOLDERS' EQUITY

Common stock
200,000,000 shares authorized at $0.001 par value;
12,355,260 shares issued and outstanding 12,355
Capital in excess of par value 1,538,836
Deficit accumulated during development stage (1,664,537)
----------

Total Stockholders' Equity (deficiency) (113,346)
----------

$ -

The accompanying notes are an integral part of these financial statements.

F-1

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended October 31, 2000 and 1999 and the
Period June 17, 1997 (date of inception) to October 31, 2000

Jun 17, 1997
Oct 31, Oct 31, to Oct 31,
2000 1999 2000
------- ------ -------

REVENUES $ - $ - $ 773,600
-------- -------- -------

EXPENSES

Operating and administrative 27,733 198,524 2,054,669
Interest 3,227 4,212 13,184
Depreciation - - 502

30,960 202,736 2,068,355
-------- -------- -------

NET LOSS - before other income and losses (30,960) (202,736) (1,294,755)

OTHER INCOME AND LOSSES

Gain on transfer of subsidiaries to related party - Note 4 - 125,023 -
Loss of assets - Note 3 - - (369,782)

NET LOSS $ (30,960) $ (77,713) $(1,664,537)
======== ======== ==========

NET LOSS PER COMMON
SHARE

Basic $ - $ (.01) -
------- ------- ----------

WEIGHTED AVERAGE OUTSTANDING
SHARES

Basic (stated in 1000's) 12,355 12,355
------ ------

F-2

The accompanying notes are an integral part of these financial statements.

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the Period June 17, 1997 (Date of Inception) to October 31, 2000

Capital in
Common Stock Excess of Accumulated
----------------
Shares Amount Par Value Deficit
------ ------ --------- ---------------
Balance June 17, 1997
(Date of Inception) - $ - $ - $ -

Issuance of common stock for
services - at $.001 - June 30, 1997 3,600,000 3,600 - -

Issuance of common stock for
cash - at $.001 - June 30, 1997 6,000,000 6,000 - -

Issuance of common stock for
assets and services - at $.061 -
July 30, 1997 400,000 400 24,009 -

Issuance of common stock for
cash - at $.50 - October 1997 105,366 105 52,578 -

Issuance of common stock for
cash - at $1.00 - October 1997 141,625 142 141,483 -

Issuance of common stock for
services - at $1.00 - October 1997 61,551 62 61,489 -

Net loss from operations for the
period June 17, 1997
to October 31, 1997 - - - (93,393)
------------ ------------ ------------ -----------

Balance October 31, 1997 10,308,542 10,309 279,559 (93,393)

Issuance of common stock for
cash - at $.50 - December 1997 394,634 395 196,922 -

Issuance of common stock for
cash - at $1.00 - net of issuance
expenses - December 1997 169,327 169 164,122 -

Issuance of common stock for services
at $1.00 - December 31, 1997 4,038 4 4,038 -

F-3

The accompanying notes are an integral part of these financial statements.

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period June 17, 1997 (Date of Inception) to October 31, 2000

Capital in
Common Stock Excess of Accumulated
----------------
Shares Amount Par Value Deficit
------ ------ --------- -------------
Issuance of common stock for
cash at $1.00 - October 31, 1998 235,337 235 235,102 -

Issuance of common stock for
services at $1.00 - October 31, 1998 355,442 355 368,145 -

Net operating loss for the year
ended October 31, 1998 - - - (1,462,471)

Balance October 31, 1998 11,467,320 11,467 1,247,888 (1,555,864)

Issuance of common stock for cash at $1.00
November and December 1998 81,560 82 81,478 -

Issuance of common stock for services at
$1.00 - January 21, 1999 12,000 12 11,988 -

Issuance of common stock for services at
$.25 - May 18, 1999 200,000 200 49,800 -

Issuance of common stock for services at
$.31- July 9, 1999 100,000 100 30,900 -

Issuance of common stock for payment of
debt at $.20 494,380 494 98,382 -

Contribution to capital - expenses - - 8,400 -

Net operating loss for the year ended
October 31, 1999 - - - (77,713)

Balance October 31, 1999 12,355,260 12,355 1,528,836 (1,633,577)

Contribution of capital - expenses - - 10,000 -

Net operating loss for the year ended
October 31, 2000 - - - (30,960)

Balance October 31, 2000 12,355,260 $ 12,355 $ 1,538,836 $(1,664,537)
========== ========= ============ ===========

F-4

The accompanying notes are an integral part of these financial statements.

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended October 31, 2000 and 1999 and the
Period June 17, 1997 (Date of Inception) to October 31, 2000

Oct 31, Jun 17, 1997
to Oct 31,
2000 1999 2000
--------- --------- ---------------
CASH FLOWS FROM
OPERATING ACTIVITIES

Net loss $(30,960) $(77,713) $(1,664,537)

Adjustments to reconcile net loss to
net cash provided by operating
activities

Amortization of lease purchase deposit 6,063 -
Capital contributions and capital stock
issued for services and expenses 10,000 101,400 836,669
Changes in accounts receivables 68 (68) -
Changes in prepaid expenses 25,860 -
Changes in accounts payable 20,849 (164,512) 113,346

Net Cash Provided (Used) in Operations (43) (108,970) (714,522)
---------- --------- ---------------

CASH FLOWS FROM INVESTING
ACTIVITIES - - -
---------- --------- ---------------

CASH FLOWS FROM FINANCING
ACTIVITIES

Proceeds from issuance of common stock - 81,560 714,522
---------- --------- ---------------
Net Increase (Decrease) in Cash (43) (27,410) -
Cash at Beginning of Period 43 27,453 -
---------- --------- ---------------

Cash at End of Period $ - $ 43 $ -
========== ========= ===============

NON CASH FLOWS FROM OPERATIONS AND FINANCING ACTIVITIES
Issuance of 4,061,551 shares common capital stock for
services - related parties - 1997 $ 89,560
Issuance of 528,807 shares common capital stock for --------
services - related parties - 1998 536,833
--------
Issuance of 494,380 shares common capital stock for
payment of debt - 1999 98,876
-------
Issuance of 312,000 shares common capital stock for
services - 1999 93,000
-------
Contribution to capital - expenses - related party 18,400
-------

F-5

The accompanying notes are an integral part of these financial statements.

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

The Company was incorporated under the laws of the State of Nevada on June 17,
1997 with authorized capital stock of 200,000,000 shares at a par value of
$0.001.

The Company and subsidiaries (referred to as the Company in this report)
outlined in note 4 have been in the business of leasing sound studio space to
the entertainment industry and the internet. After October 1998 the Company
changed its business purpose to engage in film production and the multi-media
interactive technology. During 1999 the Company abandoned all operations and has
since remained inactive.

The Company is considered to be in the development stage.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
------------------

The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy
---------------

The Company has not yet adopted any policy regarding payment of dividends.

Basic Net Income (Loss) Per Share
----------------------------------

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the stock split.

Income Taxes
------------

On October 31, 2000 the Company had a net operating loss carryover of
$1,664,537. The tax benefit of approximately $499,361 from the loss carry
forward has been fully offset by a valuation reserve because the future tax
benefit is undeterminable since the Company has no operations. The net operating
loss carryover will expire in 2007 for Canadian reporting and 2021 for U. S.
reporting.

Principles of consolidation
---------------------------

Foreign Currency Translation
----------------------------

F-6

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Recognition of Income
---------------------

Comprehensive Income
--------------------

The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.

Recent Accounting Pronouncements
--------------------------------

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.

Financial Instruments
---------------------

The carrying amounts of financial instruments, including accounts payable, are
considered by management to be their estimated fair values.

Estimates and Assumptions
-------------------------

3. REAL PROPERTY LEASE-PURCHASE AGREEMENT

F-7

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)

4. ACQUISITION OF SUBSIDIARIES

(1) G.G Studios Inc.- incorporated October 6, 1997 - manages and leases
studio space to the film industry
(1) Meier Worldwide Intermedia Inc.(cdn) - incorporated November 28, 1996 -
no activity
(1) Meier Studios Inc.- incorporated August 25, 1997 - manages and leases
studio space
(1) Meier Studios (Lake City) Inc. - incorporated December 18, 1997 -
manages and leases studio space
(1) Meier Studios (BB) - incorporated March 26, 1998 - no activity
H.R.H. Productions Inc.- incorporated October 6, 1997 - movie production
company - no operations
Meier Studios Management Inc. - incorporated March 26, 1998 - movie
production company - no operations
Meier Entertainment Security Inc.- incorporated September 16, 1998 -
movie production company no operations

5. ACQUISITION OF MOTION PICTURE RIGHTS

During June 1997 the Company received the rights to produce a movie on the
life of John Meier from an officer of the Company which was recorded with no
value.

6. NOTE PAYABLE AND ACCRUED INTEREST - in default

F-8

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)

7. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Outlined in the following are transactions with related parties which includes
the president- director and the secretary treasurer-director and their families:

Acquisition of 29% of the outstanding stock of the Company by the issuance
of 3,550,000 common shares from the inception of the Company.
Transfer of the subsidiaries to an officer as outlined in note 4.
Demand no interest loans to the Company of $17,421.
Acquisition by the Company of the movie rights outlined in note 5.
Contributions to capital by the payment of expenses of $18,400.
During October 1997 the Company entered into management agreements with
officers providing for the payment of monthly management fees of $5,000
plus expenses. The accrued and payable fees due through September 1999 were
paid by the issuance of common capital stock of the Company and the
agreement was canceled.

8. CONTINUING AND CONTINGENT LIABILITIES

9. GOING CONCERN

F-9

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

None

PART III

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

The following table identifies the Company's directors and executive officers
and certain other key employees as of December 31, 2001. Directors are elected
at the Company's annual meeting of stockholders and hold office until their
successors are elected and qualified. The Company's officers are appointed
annually by the Board of Directors and serve at the pleasure of the Board.

Term as Director
Name Positions Held Expires

James Meier President/CEO/
Secretary/Treasurer
Director 1999
Harry Evans Vice President/Director 1999
Michael Laidlaw Director 1999

James Meier, 30, the Company's founder, has been President and Director since
its inception. James Meier was also the founder and president of Meier
Entertainment Group Inc. From 1997 to the present, he has been managing the
Company. From 1990 to 1995 he served as a systems analyst with the Canadian
Imperial Bank of Commerce in Vancouver. Mr. Meier has been a director of the
British Columbia Motion Picture Association from 1996 to 1999, and is a voting
member of the Academy of Canadian Cinema and Television.

Harry K. Evans, 64, was appointed Executive Vice President and Director in
January 1998. He serves as United States and international liaison/consultant
for the company in Los Angeles. From 1990 through 1995 he was Chief Executive
Officer of the American Society of Cinematographers and an executive with the
Directors Guild of America for 15 years ending in 1998 and the International
Photographers Guild of Hollywood. Since February 1995 Mr. Evans has also served
as executive vice president of Meier Entertainment Group Inc. From 1993 through
1995 he was a labor relations consultant, primarily for the Union of British
Columbia Performers.

Michael Laidlaw, 64, was appointed as a Director on September 9, 1999. He is an
independent financial advisor and consultant to many European and North American
institutions. Mr. Laidlaw was born and educated at Malvern College,
Worcestershire, in England. In 1955 he joined the London brokerage house of
Angel H. Hart & Company and in 1961 he moved to Vivian Gray & Company.
In 1985 he acquired the company of Giles and Overy, a small London brokerage
house on behalf of an insurance group, and expanded the company ten-fold over
three years. Since 1963 he has been a member of the London Stock Exchange, a
position that he retired from in late 1998. He currently serves on the Board of
Directors of the following Vancouver Stock Exchange listed companies: President
Mines Ltd., Sunstate Resources Ltd. and Mt. Tom Minerals Corporation.

James Meier is the only executive officer who works 20% of his time for the
Company. The other Directors and Officers devote such time as their
responsibilities require. None of the Company's Directors are directors of other
companies registered under the Securities Exchange Act of 1934.
There is a family relationship between the Company's officers and directors.

Section 16(a) of the Securities Exchange Act of 1934, as amended

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, and persons who beneficially own
more than 10% of a registered class of the Company's equity securities, to file
reports of beneficial ownership and changes in beneficial ownership of the
Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial
Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5
(Annual Statement of Beneficial Ownership of Securities). Directors, executive
officers and beneficial owners of more than 10% of the Company's Common Stock
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms that they file. Except as otherwise set forth herein, based
solely on review of the copies of such forms furnished to the Company, or
written representations that no reports were required, the Company believes that
for the period from November 1, 2000 through December 31, 2001, no directors,
executive officers and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements applicable to them. These reports are being
been filed.

Item 10. Executive Compensation.

No officers or directors of the Company have received compensation since
November 1, 1999. Directors are not presently reimbursed for expenses incurred
in attending Board meetings.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth certain information with respect to the
beneficial ownership of each person who is known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock as of December 31,
2001.

Name and Total Amount
Address Of of Beneficial Common Stock Percent
Beneficial Owner Ownership Stock Options of Class

Meier Entertainment 3,550,000 3,550,000 (1,2) 0 28.7%
Group Inc.
360 English Bluff Road,
Delta BC V4M 2N1 Canada

All officers and directors as
A group [3 persons] 3,550,000 3,550,000 (1,2) 0 28.7%

As of December 31, 2001, there were 12,355,26o shares outstanding. Unless
otherwise noted, the security ownership disclosed in this table is of record
and beneficial.

1 On June 30, 1997, the Company issued 3,500,000 common shares to Meier
Entertainment Group Inc., of which James Meier is president and controlling
stockholder.
2 On June 30, 1997, the Company transferred 100,000 of its common shares to
Carrie Hunter in recognition of Ms. Hunter's agreement to serve as a
director and officer of the Company. The 100,000 shares were restricted
preventing Ms. Hunter from selling the shares for a period of one year from
the date of issue. Ms. Hunter subsequently transferred 50,000 of her shares
to Meier Entertainment Group Inc. and later sold the remaining 50,000 shares
upon expiration of the one-year hold period.

* Meier Entertainment Group Inc. is wholly owned by James Meier.

Item 12. Certain Relationships and Related Transactions.

Outlined in the following are transactions with related parties which includes
the president-director and the secretary treasurer-director and their families:

o Acquisition of 29% of the outstanding stock of the Company by the
issuance of 3,550,000 common shares from the inception of the
Company.
o Transfer of the subsidiaries to Jim Meier for a nominal
consideration, and the Company discontinued the operations they
conducted. The transfer resulted in a net gain to the Company of
$125,023 and was reported in November 1999. The measurement date and
the disposal date of the segment transferred was considered to be
November 1, 1999.

o G.G Studios Inc.- incorporated October 6, 1997 - manages and
leases studio space to the film industry
o Meier Worldwide Intermedia Inc.(cdn) - incorporated November
28, 1996 - no activity
o Meier Studios Inc.- incorporated August 25, 1997 - manages
and leases studio space
o Meier Studios (Lake City) Inc. - incorporated December 18,
1997 - manages and leases studio space
o Meier Studios (BB) - incorporated March 26, 1998 - no
activity
o H.R.H. Productions Inc.- incorporated October 6, 1997 -
movie production company - no operations
o Meier Studios Management Inc. - incorporated March 26, 1998
- movie production company - no operations
o Meier Entertainment Security Inc.- incorporated September
16, 1998 - movie production company no operations

o Demand no interest loans to the Company of $17,421.
o Acquisition by the Company of the movie rights from Jim Meier -
During June 1997 the Company received the rights to produce a movie
on the life of John Meier from an officer of the Company which was
recorded with no value.
o Contributions to capital by the payment of expenses of $18,400.
o During October 1997 the Company entered into management agreements
with officers providing for the payment of monthly management fees
of $5,000 plus expenses. The accrued and payable fees due through
September 1999 were paid by the issuance of common capital stock of
the Company and the agreement was canceled.

Item 13. Exhibits and Reports on Form 8-K.

(a) List of documents filed as part of this Report:

None

(b) Exhibits:

The following exhibits listed are filed as part of this Report:

None

Signatures
----------

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Title Name Date Signature

Principal Executive Officer James Meier June 24, 2002 /s/ James Meier

Principal Accounting James Meier June 24, 2002 /s/ James Meier
Officer

Principal Financial Officer James Meier June 24, 2002 /s/ James Meier

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

SIGNATURE NAME TITLE DATE

James Meier Director June 24, 2002

Harry Evans Director June 24, 2002

Michael Laidlaw Director June 24, 2002