U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file no. 1061316
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MEIER WORLDWIDE INTERMEDIA INC.
(Name of Small Business Issuer in Its Charter)
Nevada 52-2079421
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(State or Other Jurisdiction of (I.R.S. Employer
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
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(Company's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, Par Value $0.001 per share NASD OTC Bulletin Board
- ---------------------------------------- -----------------------
(Title of Class) (Name of Exchange that Stock
is to be registered).
<PAGE>
TABLE OF CONTENTS
Item page
- ---- ----
PART I
Item 1 Description of Business 1
Item 2 Management's Discussion and Analysis or Plan of Operation 6
Item 3 Description of Property 7
Item 4 Security Ownership of Certain Beneficial Owners and Management 8
Item 5 Directors, Executive Officers, Promoters and Control Persons 10
Item 6 Executive Compensation 11
Item 7 Certain Relationships and Related Transactions 14
Item 8 Description of Securities 15
PART II
Item 1 Market Price of Registrants Common Equity and Other Shareholder
Matters 16
Item 2 Legal Proceedings 16
Item 3 Changes in and Disagreements With Accountants 17
Item 4 Recent Sales of Unregistered Securities 17
Item 5 Indemnification of Directors and Officers 19
PART F/S
Financial Statements 21-50
PART III
Item 1 Index to Exhibits and Exhibits 51
Signature Page 52
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference: None
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Page 1
PART I
Item 1. Description of Business.
Historical Overview of the Company
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 publicly traded on the
NASD OTC Bulletin Board 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. All of the
Company's subsidiaries are British Columbia incorporated companies.
The President, Chief Executive Officer and founder of the Company is James
Meier, 28. From 1995 to the present, he has been managing the Company's daily
business. 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 since 1996, and is a voting member
of the Academy of Canadian Cinema and Television.
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. These subsidiaries were subsequently disposed of for nominal
consideration 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 an internet operation from Meier
Entertainment Group Inc., a company wholly-owned by Jim Meier, in exchange for
3,600,000 shares at $0.001 per share. These shares were issued for services, an
operating internet site and the production rights for a motion picture subject.
The recorded amount of $0.001 per share was based on the value of the services
only. This sum represents the fair market value of the company's services at the
time. This transaction was done with the approval of the Board of Directors.
In 1998 the Company formed two wholly owned subsidiaries, both of which are
currently dormant. These are: Meier Studio Management Inc., incorporated in
British Columbia on March 26, 1998. James Meier is President. The company was
originally formed to manage all of the studios that have subsequently been
disposed of as of November 1, 1998 (see Part 1, Item 1, "Description of
Business.").
Meier Entertainment Security Inc., incorporated in British Columbia on September
16, 1998. James Meier is President, and Patrick S. Johnson is Vice President.
For the past 13 years through his own firm, Mr. Johnson has provided security
services to the entertainment industry. This company was established to provide
personal and production site security services for the Company's movies.
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 high
technology company called Internet Television Network ("ITN") (see Part 1, Item
1, "Multimedia Video Technology").
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Page 2
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 2000:
- - Initiate production of the film based on the life of John Meier (see Part
I, Item 1,"Movie Production").
- - Produce feature films for the local and international markets.
- - Provide Internet services to the local industry participants.
- - Provide multi-media interactive video services via internet through the
Company's subsidiary ITN Internet Television Network (see Part 1,
Item I, "Description of Business").
Movie Production
Although the Company is currently inactive, the President is working full time
to obtain funding for the Company's subsidiaries. These are:
H.R.H. Productions Inc. ("H.R.H.") was incorporated in British Columbia on
October 6, 1997. James Meier is President. The Company owns 1,000 common shares
at $0.01 per share representing 100% ownership. The company 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. Funding would be
by private or public offering planned for the year 2000.
Meier Rose Pictures Inc. ("Meier Rose") was incorporated in British
Columbia on April 28, 1999. James Meier is President and Chief Executive
Officer. The Company owns 2,000 common shares at $0.01 per share representing a
twenty percent (20%) interest in Meier Rose. Meier Rose is in partnership with
veteran Hollywood producer Alexandra Rose who is Chief Operating Officer of the
company. Meier Rose intends to produce mainstream theatrical motion pictures in
British Columbia, with Alexandra Rose serving as producer. Alexandra Rose is one
of the top producers of today, with several successful projects to her credit
including the nomination for an Oscar for 'Best Picture' for the film Norma Rae,
for which Sally Field won the 'Best Actress' Oscar, as well as the Christopher
Award for 'Best film, Best Screen play and Best Director'. Meier Entertainment
Group Inc. owns 5,100 common shares at $0.01 per share representing fifty one
percent (51%), Alexandra Rose owns 2,900 common shares at $0.01 per share
representing twenty nine percent (29%).
At present there are no employees and no contractual terms and conditions
to this partnership, with the exception that the Company has granted Alexandra
Rose stock options to purchase 200,000 shares at $0.75 per common share (see
Part 1, Item 7, "Certain Relationships and Related Transactions"). Contractual
terms and conditions between the Company and Meier Rose will be established for
each individual film to be produced by Meier Rose. The Company is presently
looking for suitable products.
According to the BC Film Commission, British Columbia is internationally known
as Hollywood North, and is now considered to be the third largest film
production center in the world, after California and New York. Vancouver is also
recognized for the production of successful television shows, television
commercials, animations and graphics.
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Page 3
Through its subsidiary H.R.H. the Company proposes to commence production of
motion picture films in the year 2000, 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 former secret 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").
Management believes the John Meier story will have significant public interest
and the potential for a major movie. His story includes employment from 1959
until 1970 as an aide to Howard Hughes, and contains knowledge of certain
information relating to the resignation of Richard Nixon as the President of the
United States. Incidents from John Meier's life have been featured in a book
written by Gerald Bellett, called "Age of Secrets" (Voyageur, 1995), that was
subtitled "The Conspiracy that Toppled Richard Nixon and the Hidden Death of
Howard Hughes".
Management believes that because of the film's controversial revelations and the
fact that it will be produced by an 'A' list Hollywood producer, Alexandra Rose,
significant publicity could be generated for the film which could translate into
a box office success.
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.
The writing and production of movies is highly speculative in nature, involves
many risks and frequently involves costs in excess of revenues. Production of
the above film is contingent upon the Company's ability to raise sufficient
working capital to complete the projects identified in this section.
Neither Meier Rose, nor H.R.H. presently has any financing or employees.
Management is capable of carrying on the day-to-day business of the Company, and
employees will only be hired when needed. It is anticipated that between 60 and
100 employees will be needed for each movie.
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. Management
believes that the entertainment industry will evolve more and more from distinct
media, such as television, movies, CD-ROM, and internet, into unified or
coopera-tive enterprises producing for all such media.
Potential Acquisitions
The Company may engage in or acquire other related businesses as well. Other
businesses might include a directory of the Canadian film and television
industry and/or the creation of multi-media productions. The Company has not
initiated any steps toward the organization of any additional businesses, and
does not presently have the financial capacity to do so. Any acquisitions of
further businesses may involve the issuance of the Company's stock. In the long
term, the Company will seek to engage in all facets of the entertainment
industry, ranging from the production and marketing of entertainment productions
for theaters and television, to providing multimedia internet services.
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Page 4
Multi-Media Video Technology
The Company has acquired 2,000,000 million shares at $0.001 par value per share
in a recently incorporated Nevada company called Internet Television Network
("ITN"). This high technology 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. John Meier is President and Chief Executive Officer of
ITN and James Meier is a Director. As of August 31, 1999, ITN has not raised any
working capital.
Slated increases in the number of television channels in North America is
expected to increase demand for movies and similar materials, through the use of
multimedia digital television units, cable, and internet.
The Film and Television Industry in British Columbia
Film production in British Columbia has grown rapidly in recent years, and is
now an established industry. According to the BC Film Commission, film and
television production generated CDN$537 million in revenues for British Columbia
in 1996 (compared with CDN$432 million in 1995), with more than 25,000 jobs
ascribed to the industry. Production in 1997 increased to CDN$630 million, and
in 1998 posted a record CDN$808 million. A principal reason for such growth has
been that production costs are up to 50% less in British Columbia, due to lower
wages and a favorable exchange rate, compared with Hollywood. Development of
the British Columbia film industry has been looked upon favorably by the
provincial government, which created the British Columbia Film Commission to
assist in bringing productions to British Columbia, provide funding for local
productions, and otherwise support the industry. Vancouver provides
experienced manpower and beautiful scenery, and the Greater Vancouver Regional
District has made the film industry a high priority. The British Columbia Film
Commission believes that the film industry could reach CDN$1 billion by the
year 2000.
Major films produced in British Columbia to date include Deep Rising, Fire Storm
and Free Willy III; television series produced there included Poltergeist,
Highlander, Millennium, and X-Files (winner of three Golden Globe Awards).
Paramount Pictures, Warner Bros., MCA Universal, MGM, and Disney all maintain
offices in the Vancouver area, which is often referred to as "Hollywood North".
The great majority of such revenues come from foreign producers. The industry's
success could therefore be affected by the relative strength of the Canadian and
U.S. dollars. A surge in value of the Canadian dollar would have a negative
impact on this industry in British Columbia.
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.
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Page 5
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 the
Company'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.
The internet business is not presently subject to government regulation, except
insofar as all businesses are subject to reporting, taxes, and other regulations
of general applicability. Laws and regulations to govern operations and
activities on the internet are, however, actively considered from time to time
and could affect the kinds of materials that the Company is permitted to display
on its internet sites and movie trailers.
Risk Factors
The Film Industry
1. The Company has a short history of operating various film studios for
over a year and a half, and 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
founders and executive officers, James Meier, President and Director, Harry
Evans, Executive Vice President and Director, Carrie Hunter, Corporate Secretary
and Director, John Meier, consultant and Alexandra Rose, Producer. The loss of
the services of these individuals 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. Due to the concentration of the Company's shares in Meier Entertainment
Group Inc., there are significant risk factors to the ordinary shareholder. As
at September 30, 1999, the Company's President, James Meier, remains in
effective control of the Company with the ability to elect all of the Company's
directors and to authorize certain corporate transactions that require
stockholder approval, in each case without concurrence of the Company's minority
stockholders.
7. 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. However, the Chief Operating Officer of Meier Rose,
Alexandra Rose, has a strong background in successful movie production, and it
is the Company's intention that she will produce all movies.
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Page 6
8. 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 produced by Meier Rose 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.
9. 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 10. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty."
10. 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.
Reports to Security Holders
The Company intends to become a reporting company and will deliver an annual
report to security holders of record. The report will include audited financial
statements. The Company is responsible for timely filing of the same with the
Securities and Exchange Commission.
Item 2 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 and other films. 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 September
30, 1999, 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. Management is confident that sufficient funding for working capital
needs of US$60,000 per year and additional project financing can be completed in
the near future.
Movie Production
The Company intends to identify suitable movie projects and to acquire rights to
producing them in addition to the 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 2001. 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.
Acquisitions and Other Businesses
The Company believes that the acquisition of other companies and/or properties
would have a positive effect on revenues, and is continuously seeking
appropriate acquisitions on an ongoing base. This could mean the issuance of a
significant amount of shares, therefore diluting the interest of existing
shareholders. There can be no assurance that appropriate acquisitions will be
available, or if available, that the necessary terms and financing can be
worked out.
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Page 7
Liquidity and Capital Resources
For detailed financial data and comparatives for year ended Oct 31, 1997, 1998
and for the nine months ended July 31,1999, please refer to Part F/S "Financial
Statements".
As at September 30, 1999, the Company had no assets and liabilities of
US$248,200.
Management anticipates that the Company will need US$60,000 in working capital
during the next 12 months in order to maintain daily operations. Jim Meier has
agreed to fund the Company when needed in consideration for restricted stock
issued at market price.
The funding of one move will be by private placement. The Company does not
presently have any financing arranged for and makes no assurances that such
financing could be completed on terms acceptable to the Company.
As of July 31, 1999, the Company currently has no assets and liabilities of
US$248,161. A portion of these liabilities totaling US$74,994 is owed by the
Company to James Meier, who has agreed to accept 299,976 restricted shares at
US$0.25 per share as settlement in full. On September 9, 1999, the loan payable
of US$98,876 was settled and converted to common shares (see Note 14, "Interim
Unaudited Financial Statements"). James Meier has agreed to forgo his monthly
fees of US$5,000 for the next six months commencing November 1,1999 for which he
has agreed to accept restricted stock at current market price (an average price
to be determined at the end of the six months) in consideration. Management will
settle current outstanding debt with existing creditors by issuing shares for
debt.
The Company has certain lawsuits filed against it. Settlement of these lawsuits
will be dependent upon the cooperation of the Company's creditors. If rulings
against the Company are unsuccessful, the Company could be liable for certain
legal costs totaling US$41,435 (see Part 1, Item # 2, "Legal Proceedings" also
Note 6, "Interim Unaudited Financial Statements").
Item 3. Description of Property
Movie Rights
The Company has no property other than the rights to produce one movie based on
the life of John Meier, the father of James Meier, the Company's President. (See
Part I, Item 7,"Certain Relationships and Related Transactions"). Such rights
were acquired from Meier Entertainment Group, Inc. without consideration (see
Index, Exhibit # 4c). This movie is in the conceptual stage and the Company is
dependent on financing for the creation of a script.
As told by John Meier, his story involves the U.S. Central Intelligence Agency,
Richard Nixon, Howard Hughes, bribes, foreign intrigue, kidnapping, beatings,
and escape. It involves high level deals involving nuclear testing,
and the downfall of Richard Nixon. Management believes that the controversial
subject matter of the story will generate significant public interest. Many of
such incidents have been previously described in the 1995 book titled "Age of
Secrets, The Conspiracy that toppled Richard Nixon and the Hidden Death of
Howard Hughes," written by Gerald Bellett in cooperation with John
Meier. Notwithstanding public interest, profitability will depend on the
Company's ability to select a successful screenwriter, directors, and actors.
The Company has yet to determine the funding required for this movie. There can
be no assurance that the Company will be successful in raising any funds, or, if
it is successful in raising such funds, that the picture produced will be
successful at the box office.
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Page 8
Item 4. 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 September
30, 1999.
Name and Address Total Amount
of Beneficial of Beneficial Common Stock Percent
Owner Ownership Stock Options of Class
- ----- --------- ----- ------- --------
*Meier Entertainment Group Inc. 4,550,000 3,550,000(1,2) 1,000,000(3) 36.8%
360 English Bluff Road
Delta, BC V4M 2N1
*James Meier
360 English Bluff Road
Delta, BC V4M 2N1
Notes:
As of September 30, 1999, there were 12,455,260 shares outstanding. Unless
otherwise noted, the security ownership disclosed in this table is of record and
beneficial.
1 On June 29, 1997, the Company issued 3,600,000 common shares to Meier
Entertainment Group Inc., of which James Meier is president and controlling
stockholder.
2 On June 29, 1997, Meier Entertainment Group Inc. transferred 50,000 of its
common shares to Carrie
Hunter in recognition of Ms. Hunter's agreement to serve as a director and
officer of the Company.
3 Under Rule 13-d under the Exchange Act, shares not outstanding but subject
to options, warrants, rights, or conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for the
purpose of computing the percentage of outstanding shares owned by the persons
having such rights, but are not deemed outstanding for the purpose of computing
the percentage for any other person.
* Meier Entertainment Group Inc. is wholly-owned by James Meier.
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Security Ownership of Management
The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of September 30, 1999.
Name and Address Total Amount
of Beneficial of Beneficial Common Stock Percent
Owner Ownership Stock Options of Class
- ----- --------- ----- ------- --------
*Meier Entertainment Group Inc. 4,550,000(1) 3,550,000 1,000,000(2) 36.8%
360 English Bluff Road
Delta, BC V4M 2N1
Canada
Harry Evans 100,000 0 100,000 *
1777 Via Verde Drive
Rialto, CA 92377
USA
Carrie Hunter 0 0 0 *
2588 Westhill Drive, #205
West Vancouver, B.C.V7S 3B6
Canada
Michael Laidlaw 0 0 0 *
55 Falcon Way
The Isle of Dogs
London, E14 9U8
England
All officers and directors (as a group of four persons) 37.6%
Notes:
Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.
1 Includes 3,600,000 shares issued in August 1997 to Meier Entertainment
Group Inc., of which James Meier is president and controlling stockholder.
2 In accordance with Rule 13-d under the Exchange Act, shares not
outstanding but subject to options, warrants, rights or conversion privileges
pursuant to which such shares may be acquired in the next 60 days are deemed to
be outstanding for the purpose of computing the percentage of outstanding shares
owned by the persons having such rights, but are not deemed outstanding for the
purpose of computing the percentage for any other person.
* Indicates less than 1% Ownership.
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Item 5. Directors, Executive Officers, Promoters and Control Persons
The following table identifies the Company's directors and executive officers
and certain other key employees as of September 30, 1999. 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. The
date of the Company's 1999 Annual General Meeting of Stockholders has not yet
been set.
Term as Director
Name Positions Held Expires
---- -------------- -------
James Meier President/CEO/ Director 1999
Harry Evans Vice President/Director 1999
Michael Laidlaw Director 1999
Carrie Hunter Director/Secretary Treasurer 1999
Blaine Ruzycki Promoter/Key Employee
Jerzy Babkowski Technical Consultant/Key Employee
Benjamin A. Moglin Technical Consultant/Key Employee
James Meier, 28, 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 since 1996, and is a voting member
of the Academy of Canadian Cinema and Television.
Harry K. Evans, 62, 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 a top executive with the
Directors Guild of America 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, 62, 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.
Carrie L. Hunter, 56, has been corporate secretary of the Company since its
inception, and also a Director since January 1998. Ms. Hunter is also president
of Gloria! Management, a communications consulting firm that she founded in
1994. From 1979 to 1994, she was president of the Banff Television Festival.
From 1994 to 1997, she has served as administrative director of the British
Columbia Motion Picture Association.
James Meier is the only executive officer who works full 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.
Blaine Ruzycki, 34, is considered to be the promoter for the Company. He resides
in Alberta, Canada, and is responsible for providing stockholder relations
services for the Company.
<PAGE>
Page 11
Jerzy Babkowski, 44, is a businessman and technical consultant to the Company.
His has an extensive background in project development, technical sales and
marketing and business planning. He provides technology assessment services and
effective technology and business solutions to his clients.
Benjamin A. Moglin, 29, is a technical consultant to the Company for matters
relating to the development of internet multimedia systems.
There is a family relationship between the Company's President James Meier, and
his father John Meier, President of ITN. There are no other relationships with
any person under consideration for nomination as a director or appointment as an
executive officer of the Company.
Item 6. Executive Compensation
The Company's president, James Meier, currently receives US$5,000 per month as a
salary, which commenced in August 1997. James Meier's company, Meier
Entertainment Group Inc., also received 3,600,000 shares of the Company's stock
for his services in organizing the Company, which commenced in January 1998.
Carrie Hunter received total remuneration of CDN$23,500 that was converted at
the average exchange rate for the year of 1998 of 1.4667 for the sum of
US$16,022 for the year-ended October 31, 1998. She was paid by one of the
Company's wholly owned subsidiaries, Meier Worldwide Intermedia Inc. (a British
Columbia company), for her services as Secretary Treasurer during that period.
In June 1997, 50,000 common shares were transferred to her from the company
Meier Entertainment Group Inc. No other compensation has been paid to her or is
owed to her by the Company as at August 31, 1999.
With the exception of James Meier and Carrie Hunter, no other officers or
directors of the Company have received compensation since the Company's
inception. Directors are not presently reimbursed for expenses incurred in
attending Board meetings.
<PAGE>
Page 12
The following table sets forth compensation paid or accrued by the
Company for the period ended September 30,1999, to the Company's Chief Executive
Officer and shows compensation paid to other officers and directors whose
compensation does not exceed US$100,000 in any one year.
Summary Compensation Table (1998/99)
Long Term Compensation (in US Dollars)
Annual Compensation Awards Payouts
(a) (b) (c) (e) (f) (g) (h) (i)
Other Restricted All other
annual stock Options/ LTIP compen-
Name and principal comp. awards SARs payouts sation
position Year Salary ($) ($) (#) ($) ($)
- -------- ---- ------ --- ------ ------ ------ -------
*James Meier, 1997/98 $60,000 0 0 1,000,000 0 0
President, CEO 1999 $60,000 0 0 0 0 0
Carrie Hunter, 1997/98 $16,022, 0 50,000 0 0 0
Secretary,
Treasurer1999 1999 0 0 0 0 0 0
Harry Evans 1998 0 0 0 100,000 0 0
Exec. VP &
Director 1999 0 0 0 0 0 0
Alexandra Rose 1999 0 0 0 200,000 0 0
COO Meier Rose
Note:
* Includes options issued to Meier Entertainment Group Inc., which is wholly
owned by James Meier.
<PAGE>
Page 13
Options Outstanding
A total of 2,800,000 stock options have been granted from inception to September
30, 1999. No options have been exercised to this date. The 1,000,000 options
granted to International Financial Corporation in March 1998 were terminated by
the Company in March 1999, and are not included in this table.
Individual Grants
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(a) (b) (c) d) (e)
Number of % of Total
Securities Underlying Options/SARs
Options/SARs Granted to Employees Exercise or Base Expiration
Name Granted in Fiscal Year Price ($/Sh) Date
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alexandra Rose 200,000 11% .75 March 17, 2004
John Meier 500,000 27.7% .75 March 17, 2004
Harry Evans 100,000 5.55% 1.00 March 4, 2003
Meier Entertainment 1,000,000 55.5% 1.00 October 23, 2003
Group Inc. (wholly
owned by James Meier)
</TABLE>
Summary of Individual Options Granted and Outstanding to September 30, 1999.
In March 1999, the Company granted options to purchase 200,000 shares of the
Company's stock to Alexandra Rose, Chief Operating Officer of Meier Rose
Pictures Inc., for providing services as a Producer in relation to certain film
productions. Such options are exercisable at US$0.75 per share at any time
between March 17, 1999 and March 17, 2004.
In March 1999, the Company granted options to purchase 500,000 shares of the
Company's stock to John Meier, for consulting services. Such options are
exercisable at US$0.75 per share at any time between March 17, 1999 and March
17, 2004.
In October 1998, the Company granted options to purchase 1,000,000 shares of the
Company's stock to Meier Entertainment Group Inc., for consulting services. Such
options are exercisable at US$1.00 per share at any time between October 23,
1998 and October 23, 2003.
In January 1998, the Company granted options to purchase 100,000 shares of the
Company's stock to Harry Evans, a director of the Company. Such options are
exercisable at US$1.00 per share at any time between March 4, 1999 and March 4,
2003.
As of September 30, 1999, none of the above options have been exercised. No
other options were granted in the last fiscal year to any of the Company's
officers or Directors, but it is contemplated that the Company may issue
additional options to officers, directors, advisors, and key employees in the
future.
In March 1998, the Company issued options to purchase 1,000,000 shares of the
Company's stock to International Financial Corporation, for investor relation's
services to the company. Such options were exercisable at US$1.00 per share at
any time between March 4, 1999 and March 4, 2003. The services of the company
were discontinued because they did not result in a financing and the option is
no longer valid. No options were exercised.
<PAGE>
Page 14
Aggregated Fiscal Year End Option/SAR Values
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options/SARS at Options/SARS at
FY-End July 31/99 FY-End July 31/99
Name Shares Granted Value Realized Exercisable Exercisable
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
*James Meier, CEO 1,000,000 0 1,000,000 0
(Meier Entertainment
Group Inc.)
John Meier 500,000 0 500,000 0
Harry Evans 100,000 0 100,000 0
Alexandra Rose 200,000 0 200,000 0
</TABLE>
Note:
*Includes options issued to Meier Entertainment Group Inc. which is 100% owned
by James Meier.
Item 7. Certain Relationships and Related Transactions
On June 29, 1997, the Company issued 3,600,000 shares of its common stock to
Meier Entertainment Group Inc. in consideration for its services in organizing
the Company, valued at US$0.001 per common share (see Part I, Item
1,"Description of Business"). At the time of such agreement, James Meier, the
Company's President, was an officer and sole stockholder of Meier Entertainment
Group Inc. The terms of such transaction were determined by James Meier and
cannot be deemed to have been negotiated at arm's length, but at the time the
Company had no other stockholders. Meier Entertainment Group Inc. transferred
50,000 of its shares to Carrie Hunter in June 1997 in recognition of Ms.
Hunter's agreement to serve as a director and officer of the Company.
For compensation and options issued to officers and directors, (see Part 1, Item
6, "Executive Compensation").
In July 1999 the Company purchased 2 million shares of ITN, a Nevada
corporation, at US$0.001 per share, (see Part 1, Item 1, "Description of
Business"), of which John Meier is the President and Chief Executive Officer and
James Meier is a Director. ITN plans to carry out the business of providing
real-time interactive and multi-media services that will be available via the
Internet and television.
The directors and certain of the Company's officers and stockholders are also
directors, officers and stockholders of other companies engaged in the film and
internet business, and conflicts of interest may arise between their fiduciary
duties as directors of the Company and as directors of other companies.
There are certain family relationships between the directors, executive officers
and their mother. James Meier is the son of John Meier. It was from John Meier's
mother that the move rights to his story were acquired by Meier Entertainment
Group Inc.
There are no other relationships with any person under consideration for
nomination as a director or appointment as an executive officer of the Company.
<PAGE>
Page 15
Item 8. Description of Securities.
The Company's articles of incorporation currently provide that the Company is
authorized to issue 200,000,000 shares of common stock with a par value of
$0.001 per share. As of September 30, 1999, 12,355,260 shares were outstanding.
Common Stock
Each holder of record of the Company's common stock is entitled to one vote per
share in the election of the Company's directors and all other matters submitted
to the Company's stockholders for a vote. Holders of the Company's common stock
are also entitled to share ratably in all dividends when, as, and if declared by
the Company's Board of Directors from funds legally available therefore, and to
share ratably in all assets available for distribution to the Company's
stockholders upon liquidation or dissolution, subject in both cases to any
preference that may be applicable to any outstanding preferred stock. There are
no preemptive rights to subscribe to any of the Company's securities, and no
conversion rights or sinking fund pro-visions applicable to the common stock.
Neither the Company's articles of incorporation nor its bylaws provide for
cumulative voting. Accordingly, persons who own or control a majority of the
shares outstanding may elect all of the Company's directors, and persons owning
less than a majority could be foreclosed from electing any.
<PAGE>
Page 16
PART II
Item 1. Market Price of Registrants Common Equity and Other Shareholder Matters
Market Information
As of October 26, 1998 the Company has been quoted on the National Association
of Securities Dealers, Inc.'s "OTC Bulletin Board" under the symbol of "HUES".
High and Low Sales Prices for each quarter within the last two fiscal years.
HIGH LOW
Oct 98 2.4 1.6
Jan 99 1.1 .5625
Apr 99 .3125 .25
Jly 99 .68 .30
Holders
The number of recorded holders of the Company's common stock as of September 30,
1999 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 it's business.
Year 2000 Computer Problems
The Company does not have any Year 2000 problems because it is currently
inactive. Computer and software purchases made in the future will be Year 2000
compliant.
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 2. Legal Proceedings
As of September 30, 1999 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.
<PAGE>
Page 17
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. is for unpaid wages of
CDN $83,333.33 (US$56,816.88) plus damages for wrongful dismissal, interest and
costs. Management denies there was any employment agreement and believes that
the claim is frivolous and without merit.
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):
the plaintiff loaned CDN$40,000 (US$26,890.75), to the Company on August 15,
1997. The Company has agreed to a consent judgement of CDN$40,753.13
(US$27,397.06) 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.
Item 3. Changes in and Disagreement with Accountants
From inception to September 30, 1999, the Company's Auditors were Andersen,
Andersen & Strong, L.C. of Salt Lake City, Utah, U.S.A. Such firm's Audited
financial statements for the period from inception to October 31,1998, did not
contain any adverse opinion or disclaimer, nor were there any disagreements
between them and the management of the Company.
Item 4. Recent Sales of Unregistered Securities
From inception through September 30, 1999, the Company has issued and/or sold
the following unregistered securities. Such transactions were exempt from
registration by virtue of Rule 504 of Regulation D promulgated under the
Securities Act of 1933. Such transactions were also exempt from registration by
virtue of the fact that they did not involve a public offering of securities and
occurred outside of the United States.
In June 1997, the Company issued 3,600,000 shares of common stock to Meier
Entertainment Group Inc. at a price of US$0.001 per share in consideration for
services for the total sum of US$3,600 (See Part I, Item 7, "Certain
Relationships and Related Transactions"). At the direction of Meier
Entertainment Group Inc., then the Company's sole stockholder, 50,000 of such
shares were issued to Carrie Hunter for her services as an officer and director
of the Company.
In June 1997, the Company issued 6,000,000 shares of its common stock to 9
Canadian investors for cash at a price of US$0.001 per share for the total sum
of US$6,000.
In July 1997, the Company issued 400,000 shares of its common stock to Gyro-Gym
Enterprises Inc. at a price of US$0.61 per share in consideration for certain
studio leasing assets and services for total capital in excess of par value of
US$24,009. (See Part 1, Item 7, "Certain Relationships and Related
Transactions").
In October 1997 the Company issued 105,366 shares of common stock to 2 Canadian
investors for cash at a price of US$0.50 per share for total capital in excess
of par value of US$52,578.
In October 1997 the Company issued 141,625 shares of common stock for cash to an
estimated 10 Canadian investors at a price of US$1.00 per share for total
capital in excess of par value of US$141,483.
<PAGE>
Page 18
In October 1997 the Company issued 61,551 shares of common stock for services to
an estimated 4 Canadian individuals at a price of US$ 1.00 per share for total
capital in excess of par value of US$61,489.
In December 1997 the Company issued 394,634 shares of common stock to 1 Canadian
investor for cash at a price of US$0.50 per share for total capital in excess of
par value of US$196,922.
In December 1997 the Company issued 169,327 shares of common stock for cash to
an estimated 20 Canadian investors at a price of US$1.00 per share, net of
issuance expenses for total capital in excess of par value of US$164,122.
In December 1997 the Company issued 4,038 shares of common stock for services to
an estimate of 1 Canadian individual at a price of US$1.00 per share for total
capital in excess of par value of US$4,038.
In October 1998, the Company issued 235,337 shares of common stock to an
estimated 40 Canadian investors for cash at a price of US$1.00 per share for
total capital in excess of par value of US$235,102.
In October 1998, the Company issued 355,442 shares of common stock to one U.S.
Corporation for services at a price of US$1.00 per share for total capital in
excess of par value of US$368,145.
In November 1998, the Company issued 25,760 shares of its common stock to an
estimated 3 Canadian investors for cash at a price of US$1.00 per share for
total capital in excess of par value of US$25,734.
In November 1998, the Company issued 46,800 shares of its common stock to 11
Canadian individuals for services at a price of US$1.00 per share for total
capital in excess of par value of US$46,753.
In December 1998, the Company issued 9,000 shares of its common stock to 2
Canadian investors for cash at a price of US$1.00 per share for total capital in
excess of par value of US$8,991.
In January 1999, the Company issued 12,000 shares of its common stock to 2
Canadian individuals for services at a price of US$1.00 per share for total
capital in excess of par value of US$11,988.
In May 1999, the Company issued 200,000 shares of its common stock to 1 Canadian
individual at a price of US$0.25 per share for services for total capital in
excess of par value of US$49,800.
In July 1999, the Company issued 100,000 shares of its common stock to 1
Canadian individual at a price of US$0.31 per share for services at a price
ofUS$0.31 per share for total capital in excess of par value of US$30,900. These
shares are subject to Regulation "S" resale restrictions.
*In September 1999, the Company issued 494,380 shares of common stock under a
Convertible Line of Credit Agreement to Granite Hill Limited at a price of
US$0.25 per share for total par value in excess of capital of US$123,101 (see
Exhibit No: 4k).
*In September 1999, the Company issued 100,000 shares of common stock to 1
Canadian individual for services at a price of US$0.30 per share for total
capital in excess of par value of US$29,900. These shares are subject to
Regulation "S" resale restrictions.
Note:
The total number of unregistered shares issued from inception to July 31, 1999
was 11,860,880.
*Subsequent to July 31, 1999, the Company has issued an additional 594,380
shares of common stock for a total of 12,455,260 unregistered shares issued to
September 30, 1999.
<PAGE>
Page 19
Item 5. Indemnification of Directors and Officers
Section 78.751 of the Nevada General Corporation Law allows the Company to
indemnify any person who was or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, or agent of any corporation, partnership, joint venture,
trust, or other enterprise. The Company's bylaws provide that such persons
shall be indemnified and held harmless to the fullest extent permitted by Nevada
law.
Nevada law permits the Company to advance expenses in connection with defending
any such proceedings, provided that the indemnitee undertakes to repay any such
advances if it is later determined that such person was not entitled to be
indemnified by the Company. The Company's bylaws require that the Company
advance such funds upon receipt of such an undertaking with respect to
repayment. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the Company pursuant to the foregoing pro-visions or otherwise, the Company
has been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in such act, and is
therefore unenforceable.
<PAGE>
Page 20
PART II F/S
Audited Financial Statements
The following financial statements are filed with this Form 10-SB:
Page No.
-------
Accountant's Report 21
Consolidated Financial Statements of Meier Worldwide Intermedia
and Subsidiaries 22-23
Consolidated Balance Sheets as of October 31, 1998 and
October 31, 1997
Consolidated Statements of Operations for the Year Ended
October 31, 1998 and the Period June 17, 1997 24
(date of inception) to October 31, 1997
Statement of Changes in Stockholders' Equity Period 25-26
from June 17, 1997 to October 31, 1998
Consolidated Statement of Cash Flows for the Period from
June 17, 1997 to October 31, 1998 27-28
Notes to Financial Statements Consolidated Balance Sheet (Unaudited) 29-32
November 1, 1998
Consolidated Balance Sheet (Unaudited) November 1, 1998 33
INTERIM UNAUDITED FINANCIAL STATEMENTS FOR THE
THIRD QUARTER JULY 31, 1999
(Unaudited - Prepared by Management)
The following financial statements are filed with this Form 10-SB.
Page No.
-------
Cover Page 34
Accountants' Report 35
Meier Worldwide Intermedia Inc. and Subsidiaries 36-37
Interim Unaudited Consolidated Balance Sheets
Interim Unaudited Consolidated Statements of Operations 38-39
Interim Unaudited Statement of Changes in Stockholders Equity 40-42
for the Period from June 17, 1997 (Date of Inception) to
July 31, 1999
Interim Unaudited Consolidated Statements of Cash Flows 43-45
Notes to the Interim Unaudited Financial Statements July 31, 1999. 46-51
<PAGE>
Page 21
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, at October 31, 1998 and October 31, 1997 and
the consolidated statement of operations, changes in stockholders' equity, and
cash flows for the year ended October 31, 1998 and the period from June 17, 1997
(date of inception) to October 31, 1997. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. 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 for Meier Worldwide
Intermedia Inc. and Subsidiaries at October 31, 1998 and October 31, 1997, and
the results of operations and cash flows for the year ended October 31, 1998 and
the period June 17, 1997 (date of inception) to October 31, 1997, in conformity
with generally accepted accounting principles.
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 describer in
Note 10. These financial statements do not include any adjustments that might
result form the outcome of this uncertainty.
September 24, 1999 By: /s/ Andersen Anderson & Strong
----------------------------------
Salt Lake City, Utah.
<PAGE>
Page 22
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
October 31, 1998 and October 31, 1997
- --------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS October October
31, 1998 31, 1997
-------- --------
Cash $ 27,453 2,778
Accountants receivable - related parties - 35,446
Prepaid expenses 25,860 680
------ ------
Total Current Assets 53,313 38,904
PROPERTY AND EQUIPMENT -net of accumulated
Depreciation - Note 2 - 14,569
------ ------
OTHER ASSETS
Advance lease-purchase deposit-
Land and buildings - Note 4 - 340,430
Advance security deposits - auto leases 6,063 17,422
Accounts receivable - officer - 3,424
Motion picture rights - Notes 5 - -
------ -------
6,063 361,276
------ -------
$ 59,376 $ 414,749
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion long term debt - Note 6 $ 8,064 $ -
Accrued rent payable - Note 4 184,133 -
Accounts payable - related parties 81,548 83,841
Accounts payable - other 61,593 117,684
------- -------
Total current Liabilities 335,338 201,525
------- -------
NON CURRENT LIABILITIES
Advance sub-lease deposits received - 16,749
Note payable - long term - Note 6 20,547 -
------- ------
20,547 16,749
------- ------
The accompanying notes are an integral part of these financial statements
<PAGE>
Page 23
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - continued
October 31, 1998 and October 31, 1997
- --------------------------------------------------------------------------------
STOCKHOLDERS EQUITY October October
31, 1998 31, 1997
-------- --------
Common stock
200,000,000 shares authorized, at $.001 par value;
11,467 issued and outstanding at October 31, 1998;
10,308,542 at October 31, 1997 11,467 10,309
Capital in excess of par value 1,247,888 279,559
Accumulated deficit (1,555,864) (93,393)
----------- --------
Total Stockholders' Equity (deficiency) (296,509) 196,475
----------- --------
$ 59,376 $ 414,749
----------- --------
The accompanying notes are an integral part of these financial statements.
<PAGE>
Page 24
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended October 31, 1998
and the Period June 17, 1997 (date of inception) to October 31, 1997
- --------------------------------------------------------------------------------
Year Ended June 17, 1997
October to October
31, 1998 31, 1997
-------- --------
REVENUES $ 625,528 $148,072
--------- --------
EXPENSES
Operating and administrative 1,716,684 238,588
Interest 1,533 2,375
Depreciation - 502
Loss of assets 369,782 $ -
--------- --------
2,087,999 241,465
--------- --------
NET LOSS 1,462,471 $(93,393)
--------- ---------
LOSS PER COMMON SHARE
Basic $ (0.13) $ -
--------- ---------
Diluted $ (0.12)
----------
AVERAGE OUTSTANDING COMMON SHARES
Basic 10,871,800 10,153,176
---------- ----------
Diluted 12,671,800
----------
The accompanying notes are an integral part of these financial statements.
<PAGE>
Page 25
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period June 17, 1997 (Date of Inception) to October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Capital in
Common Stock Excess of Accumulated
Shares Amount Par Value Deficit
------ ------ --------- -------
<S> <C> <C> <C> <C>
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, 1998 6,000,000 6,000 - -
Issuance of common stock for
cash 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 commons stock for
cash-at $1.00-October 1997 141,625 142 141,483 -
Issuance of commons 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 -
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Page 26
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period June 17, 1997 (Date of Inception) to October 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Capital in Accumulated
Common Stock Excess of Deficit
------------- --------- -------
Shares Amount
------ ------
<S> <C> <C> <C> <C>
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)
---------- --------- ---------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
Page 27
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the Year Ended October 31, 1998
and the Period June 17, 1997 (Date of Inception) to October 31, 1997
- -------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Year June 17, 1997
Ended October 21, 1999 to October
31,1998 31,1997
------- ------------
Net loss $(1,462,471) $(93,393)
Adjustments to reconcile net loss
To net cash provided by operating
Activities
Depreciation - 502
Amortization of lease-purchase deposit - 21,889
Common capital stock issued
for services and expenses 372,542 74,488
(Increase) decrease in accounts
receivable 35,446 (38,870)
(Increase) in prepaid expenses (25,179) 680
Increase in accounts payable 137,610 121,856
Increase in advance sub-lease deposits
received - 16,749
Loss of assets 369,782 -
--------- ---------
Net cash provided by operations (572,270) 102,541
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Advance security deposit - auto lease - (17,422)
Advance lease-purchase deposit - land
and building net of amortization
to expense - (362,319)
--------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of capital stock
-net of issuance costs 596,945 200,308
Net proceeds from loans - 79,670
------- -------
Net increase in cash 24,675 2,778
Cash at beginning of period 2,778 -
------ ------
Cash at end of period $ 27,453 $ 2,778
-------- ------
The accompanying notes are an integral part of these financial statements.
<PAGE>
Page 28
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
For the Period June 17, 1997 (Date of Inception) to October 31, 1998.
- -------------------------------------------------------------------------------
SCHEDULE OF NONCASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES
Issuance of 3,6000,000 shares for services - related parties - 1997 $ 3,600
--------
Issuance of 400,000 shares for assets and services - related
parties - 1998 24,409
--------
Issuance of 61, 551 shares for services - related parties - 1997 61,551
--------
Issuance of 4,038 shares for services - related parties - 1998 4,042
--------
Issuance of 355,442 shares for services - related parties - 1998 368,500
--------
The accompanying notes are an integral part of these financial statements.
<PAGE>
Page 29
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
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 3 are in the business of leasing sound studio space to the
entertainment industry. After October 1998 the Company changed its business
purpose to engage in film production and the multi-media interactive technology.
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.
Cash and Cash Equivalents
- -------------------------
The Company considers all highly liquid instruments purchases with a maturity at
the time of purchase, less than three months, to be cash equivalents.
Earnings Per Share
- ------------------
Earnings (loss) per share amounts are computed based on the weighed average
number of common shares, or equivalents, outstanding during the period using the
treasury stock method in accordance with FASB statement No. 128. Diluted
earnings (loss) per share are computed assuming the shares in note 8 were issued
November 1, 1997.
Income Taxes
- ------------
On October 31, 1998 the Company had a net operating loss carryover of
$1,555,864. The tax benefit from the loss carry forward has been fully offset by
a valuation reserve because the future tax benefit is undeterminable since the
Company is unable to establish a predictable projection of operating profits for
future years.
The net operating loss carryover will expire in 2205 for Canadian reporting and
2019 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.
<PAGE>
Page 30
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (Continued)
- -------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Foreign Currency Translation
- ----------------------------
Part of the transactions of the Company were completed in Canadian dollars and
have been translated to U.S. dollars as incurred, at the exchange rate in effect
at the time, and therefore, no gain or loss from the translations in recognized.
If a completed transaction has a balance sheet date between a later settlement
date, resulting in a gain or loss, the amount is reported in the current period
income statement.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash, prepaid expenses,
and accounts payable, are considered by management to be their estimated fair
values. These values are not necessarily indicative of the amounts that the
Company could realize in a current market exchange.
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
disclosures 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. 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. On November 1, 1998 all of the outstanding stock of
the subsidiaries indicated by (1) were transferred to a related party. See note
11 - subsequent events.
(1) G.G. Studios Inc. - incorporated October 6, 1998 - manages and leases
studio space to the film industry.
(1) Meier Worldwide Intermedia Inc. (cdn) - incorporated November 28, 1996 -
to engage in the internet activity.
(1) Meier Studios Inc. - incorporated August 25, 1997 - manages and leases
real property in the entertainment industry.
(1) Meier Studios (Lake City) Inc. - incorporated December 18, 1997 - leases
and operated a studio
(1) Meier Studios (BB) - incorporated March 26, 1998.
(1) 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 and personal security - no operations.
<PAGE>
Page 31
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (Continued)
- -------------------------------------------------------------------------------
4. 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., for the land and
building, located in Delta, British Columbia, containing 64,000 square feet of
building space and 13 acres of land for use in the motion picture industry.
Subsequent to the balance sheet date the lease and option to purchase was lost
(See note 11 - Subsequent Events) and a legal action for eviction and damages
was started by the leasee. However, the leasee has a legal responsibility to
reduce the damages by using his best efforts to release the property. Management
with council believe that the damages against the subsidiaries will not be more
than $184,133, of which the Company has guaranteed $41,435.
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 is shown with no value.
6. NOTE PAYABLE
On August 15, 1997 the Company received a loan of $27,397. A legal action was
started for collection of the amount 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.
7. RELATED PARTY TRANSACTIONS
The balance sheet, the statement of changes in stockholder's equity, and cash
flows include identified related party transactions. See note 9 for service
contracts with officers of the Company, note 5 for the acquisition of movie
rights, note 8 for stock options granted, and note 11 for other transactions
with related parties.
Related parties have acquired 38% of the outstanding stock of the Company.
8. OPTIONS TO PURCHASE COMMON CAPITAL STOCK
The Company has granted options to purchase 1,800,000 shares of its common stock
to related parties; 1,100,000 of the shares at $1.00 per share with expiration
dates in March and October 2003 and 700,000 shares at $0.75 per share with an
expiration date of March 17, 2004.
<PAGE>
Page 32
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS (Continued)
- -------------------------------------------------------------------------------
9. CONTINUING AND CONTINGENT LIABILITIES
The Company may be liable as a guarantor on a legal action against a formed
subsidiary in an amount of $41,435. See note 4.
A legal action was started against the Company, subsequent to the balance sheet
date, 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.
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. (Note 11)
10. GOING CONCERN
On the balance sheet date the Company did not have the working capital to
service its debt for the coming year and for its planned activity. As outlined
in Note 11 the necessary working capital to service its debt had been obtained
however additional amounts will be necessary to be successful in its future
planned activity. Continuation of the Company in its planned activity 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 seeking additional equity funding, and long term financing,
which will enable the Company to be successful in its efforts.
11. SUBSEQUENT EVENTS
From November 1998 through September 1999 the Company issued 34,760 common
shares for cash at $1.00 per share, 494,380 common shares as payment for loans
received and used in the Company operations at $0.25 per share, and 458,800
common shares for services.
On November 1, 1998 all of the stock of the subsidiaries, identified in note 3,
was transferred to a related party for a nominal consideration. Management with
council believes that there will be no contingent liability resulting from the
transfer. An unaudited consolidated balance sheet of the Company and its
remaining subsidiaries after the transfer is shown as follows.
<PAGE>
Page 33
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
November 1, 1998
- -------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ -
---------
Total Current Assets $ -
---------
MOTION PICTURE RIGHTS - Note 5 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion long term debt - Note 6 $ 8,064
Accrued rent payable - Note 4 41,435
Accounts payable - related party 10,000
Accounts payable - other 8,911
---------
Total Current Liabilities 68,410
---------
NON CURRENT LONG TERM DEBT - Note 6 20,547
---------
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value; 11,467,320 shares issued and outstanding 11,480
Capital in excess of par value 1,247,875
Accumulated deficit (1,348,312)
---------
Total Stockholders' Equity (deficiency) (88,957)
---------
$ -
---------
The accompanying notes are an integral part of these financial statements.
<PAGE>
Page 34
MEIER WORLDWIDE INTERMEDIA INC.
AND
SUBSIDIARIES
INTERIM UNAUDITED FINANCIAL STATEMENTS
THIRD QUARTER
JULY 31, 1999
(UNAUDITED - PREPARED BY MANAGEMENT)
<PAGE>
Page 35
MANAGEMENT DISCLOSURE ON
INTERIM UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED
JULY 31, 1999
The accompanying interim unaudited consolidated balance sheets of Meier
Worldwide Intermedia Inc. (the "Company") and its subsidiaries at July 31, 1999
and the interim unaudited consolidated statements of operations and the interim
unaudited consolidated statements of cash flows for nine months ended July 31,
1999 and the interim unaudited statement of changes in stockholders' equity for
the period from June 17, 1997 (date of inception) to July 31, 1999, and the
interim unaudited comparative statements thereto, have been prepared by the
Company's management and they do not include all information and notes to the
interim unaudited financial statements necessary for a complete presentation of
the financial position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
Operating results for the third quarter ended July 31, 1999 are not necessarily
indicative of the results that can be expected for the year ending October 31,
1999.
/s/ James Meier
President October 13, 1999
<PAGE>
Page 36
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
INTERIM UNAUDITED CONSOLIDATED BALANCE SHEETS
(UNAUDITED - Prepared by Management)
- --------------------------------------------------------------------------------
July 31, 1999 October 31, 1998
Notes (Unaudited) (Audited)
-------------------------------------------
ASSETS
CURRENT ASSETS
Cash $ - $ 27,453
Prepaid expenses - 25,860
----------------------------------
- 53,313
----------------------------------
OTHER ASSETS
Advance security deposits-auto leases - 6,063
Motion picture rights 4 - -
Long-term investments 5 1 -
----------------------------------
1 6,063
----------------------------------
$ 1 $ 59,376
==================================
LIABILITIES
CURRENT LIABILITIES
Bank overdraft $ 12 $ -
Current portion of long-term debt 7 7,303 8,064
Interest payable 5,906 -
Accrued rent payable 6 41,435 184,133
Accounts payable - related parties 59,994 81,548
Accounts payable - other 14,537 61,593
----------------------------------
129,187 335,338
----------------------------------
NON-CURRENT LIABILITIES
Note payable - long-term portion 7 20,547 20,547
Loan payable 8 98,427 -
----------------------------------
118,974 20,547
----------------------------------
$248,161 $ 355,885
----------------------------------
The accompanying notes are an integral part of these interim unaudited financial
statements
<PAGE>
Page 37
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
INTERIM UNAUDITED CONSOLIDATED BALANCE SHEETS - continued
(UNAUDITED - Prepared by Management)
July 31, 1999 October 31, 1998
Notes (Unaudited) (Audited)
-------------------------------------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock
200,000,000 shares authorized at
$0.001 par value; 11,860,880 issued
and outstanding at July 31, 1999;
11,467,320 at October 31, 1998 $ 11,861 $ 11,467
Capital in excess of par value 1,422,054 1,247,888
Accumulated deficit (1,682,075) (1,555,864)
------------------------------
(248,160) (296,509)
------------------------------
$ 1 $ 59,376
==============================
The accompanying notes are an integral part of these interim unaudited financial
statements
<PAGE>
Page 38
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED - Prepared by Management)
<TABLE>
<CAPTION>
From
June 17, 1997
(Date of
Three Months Nine Months Inception) to
Ended July 31, Ended July 31, July 31, 1999
------------------------------------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
REVENUES $ - $ 175,171 $ - $ 411,224 $ 773,600
------------------------------------------------------------------
EXPENSES
Operating and administrative 103,356 339,789 168,447 899,458 2,123,719
Interest 2,031 16 6,012 1,507 9,920
Depreciation - 741 - 2,319 502
Loss of assets - - - - 369,782
Loss from disposition of
subsidiaries - - 6,544 - 6,544
Write-off of related party debts
(Note 9) 987,943 - 987,943 - 987,943
------------------------------------------------------------------
1,093,330 340,546 1,168,946 903,284 3,498,410
------------------------------------------------------------------
Net loss before undernoted (1,093,330) (165,375) (1,168,946) (492,060) (2,724,810)
Net loss attributed to disposed
subsidiaries - - - - (1,042,735)
------------------------------------------------------------------
Net Loss attributed to parent
and remaining subsidiaries $(1,093,330) $ (165,375) $(1,168,946) $ (492,060) $(1,682,075)
==================================================================
LOSS PER COMMON SHARE
Basic $ (0.09) $ (0.02) $ (0.10) $ (0.05) $ (0.15)
==================================================================
Diluted $ (0.08) $ (0.02) $ (0.09) $ (0.05) $ (0.15)
==================================================================
AVERAGE OUTSTANDING COMMON SHARES
Basic 11,745,663 10,876,541 11,616,240 10,782,915 10,934,557
==================================================================
Diluted 13,877,179 10,976,541 13,352,255 10,855,076 11,583,859
==================================================================
</TABLE>
The accompanying notes are an integral part of these interim unaudited financial
statements
<PAGE>
Page 39
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
INTERIM UNAUDITED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY
For the Period from June 17, 1997 (Date of Inception) to July 31, 1999
(UNAUDITED - Prepared by Management)
<TABLE>
<CAPTION>
Capital
in Excess of Accumulated
Common Stock Par Value Deficit
--------------------------------------------------
Shares Amount
------ ------
<S> <C> <C> <C> <C>
Balance, June 17, 1997
(Date of Inception) - $ - $ - $ -
Issuance of common stock for services - at
$0.001 - June 30, 1997 3,600,000 3,600 - -
Issuance of common stock for cash - at
$0.001 - June 30, 1997 6,000,000 6,000 - -
Issuance of common stock for assets and
services - at $0.061 - July 30, 1997 400,000 400 24,009 -
Issuance of common stock for cash - at
$0.50 - 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)
</TABLE>
The accompanying notes are an integral part of these interim unaudited financial
statements
<PAGE>
Page 40
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
INTERIM UNAUDITED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY - continued
For the Period from June 17, 1997 (Date of Inception) to July 31, 1999
(UNAUDITED - Prepared by Management)
<TABLE>
<CAPTION>
Capital
in Excess of Accumulated
Common Stock Par Value Deficit
--------------------------------------------------
Shares Amount
------ ------
<S> <C> <C> <C> <C>
Issuance of common stock for cash - at
$0.50 - 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)
-------------------------------------------------------
Balance, October 31, 1998 11,467,320 $ 11,467 $1,247,888 $(1,555,864)
=======================================================
</TABLE>
The accompanying notes are an integral part of these interim unaudited financial
statements
<PAGE>
Page 41
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
INTERIM UNAUDITED STATEMENT OF CHANGES
IN STOCKHOLDERS' EQUITY - continued
For the Period from June 17, 1997 (Date of Inception) to July 31, 1999
(UNAUDITED - Prepared by Management)
<TABLE>
<CAPTION>
Capital
in Excess of Accumulated
Common Stock Par Value Deficit
------------------------------------------------------
Shares Amount
------ ------
<S> <C> <C> <C> <C>
Accumulated deficit attributable to disposed
subsidiaries - November 1, 1998 - $ - $ - $ 1,042,735
Issuance of common stock for cash - at
$1.00 - November 5, 1998 25,760 26 25,734 -
Issuance of common stock for services - at
$1.00 - November 5, 1998 46,800 47 46,753 -
Issuance of common stock for cash - at
$1.00 - December 30, 1998 9,000 9 8,991 -
Issuance of common stock for services - at
$1.00 - January 21, 1999 12,000 12 11,988 -
Issuance of common stock for services - at
$0.25 - May 18, 1999 200,000 200 49,800 -
Issuance of common stock for services - at
$0.31 - July 9, 1999 100,000 100 30,900 -
Net operating loss for the nine months
ended July 31, 1999 - - - (1,168,946)
-------------------------------------------------------
Balance, July 31, 1999 11,860,880 $ 11,861 $1,422,054 $(1,682,075)
=======================================================
</TABLE>
The accompanying notes are an integral part of these interim unaudited financial
statements
<PAGE>
Page 42
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - Prepared by Management)
<TABLE>
<CAPTION>
From
June 17, 1997
(Date of
Three Months Nine Months Inception) to
Ended July 31, Ended July 31, July 31, 1999
------------------------------------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM THE
FOLLOWING ACTIVITIES:
OPERATING ACTIVITIES
Net loss $(1,096,097) $ (165,375) $(1,168,946) $ (492,060) $(1,682,075)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Depreciation - 741 - 2,319 -
Amortization of lease-purchase
deposit - 16,192 - 48,576 -
Common capital stock issued
for services and expenses 81,000 15,713 139,800 15,713 601,902
Accounts receivable - (10,431) (25,840) (53,542) -
Prepaid expenses 2,755 (2,285) 25,860 (14,042) -
Accounts payable (11,179) (9,131) (104,488) (22,098) 123,269
Interest payable 1,969 - 5,906 - 5,906
Advance sub-lease deposits
received - (451) - 32,357 -
Loss of assets - - - - -
Loss on disposition of
subsidiaries - - 6,544 - -
Write-down of long-term
investment 12 - 12 - -
Write-off of related parties debts 987,943 - 987,943 - -
-----------------------------------------------------------------
$ (33,597) $ (155,027) $ (133,209) $ (482,777) $ (950,998)
-----------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these interim unaudited financial
statements
<PAGE>
Page 43
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
(UNAUDITED - Prepared by Management)
<TABLE>
<CAPTION>
From
June 17, 1997
(Date of
Three Months Nine Months Inception) to
Ended July 31, Ended July 31, July 31, 1999
------------------------------------------------------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
INVESTING ACTIVITIES
Acquisition of office equipment $ - $ (5,195) $ - $ (7,663) $ -
Advance security deposit - auto
lease - (952) - 9,064 -
Advance lease-purchase deposit
- land and building, net of
amortization to expense - - - - -
Proceeds from disposition of
subsidiaries - - 6 - -
Long-term investment - - (13) - (1)
Loss of cash reserves from
disposition of subsidiaries - - (27,436) - -
-----------------------------------------------------------------
- (6,147) (27,443) 1,401 (1)
-----------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from issuance of capital
stock - net of issuance costs - 201,644 34,760 588,987 832,013
Net proceeds (settlement) from
loans 33,585 - 98,427 (50,684) 118,974
-----------------------------------------------------------------
33,585 201,644 133,187 538,303 950,987
-----------------------------------------------------------------
Net increase (decrease) in cash (12) 40,470 (27,465) 56,927 (12)
Cash, beginning of period - 19,235 27,453 2,778 -
-----------------------------------------------------------------
Cash (bank overdraft), ending
of the period $ (12) $ 59,705 $ (12) $ 59,705 $ (12)
=================================================================
</TABLE>
<PAGE>
Page 44
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - Prepared by Management)
- -------------------------------------------------------------------------------
SCHEDULE OF NONCASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES
Issuance of 3,600,000 shares for services - related parties - 1997 $ 3,600
=========
Issuance of 400,000 shares for assets and services - related
parties - 1997 $ 24,409
=========
Issuance of 61,551 shares for services - related parties - 1997 $ 61,551
=========
Issuance of 4,038 shares for services - related parties - 1998 $ 4,042
=========
Issuance of 355,442 shares for services - related parties - 1998 $368,500
=========
Issuance of 46,800 shares for services - related parties - 1999 $ 46,800
=========
Issuance of 12,000 shares for services - related parties - 1999 $ 12,000
=========
Issuance of 200,000 shares for services - related parties - 1999 $ 50,000
=========
Issuance of 100,000 shares for services - related parties - 1999 $ 31,000
=========
The accompanying notes are an integral part of these interim unaudited financial
statements
<PAGE>
Page 45
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS
JULY 31, 1999
(UNAUDITED - Prepared by Management)
- --------------------------------------------------------------------------------
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada, USA, on June
17, 1997 with authorized capital stock of 200,000,000 shares with a par value of
$0.001 per share.
The Company owns all of the outstanding stock of the subsidiaries outlined in
Note 3.
Prior to November 1998, the Company and its subsidiaries which were disposed on
November 1, 1998 were involved in the business of leasing sound studio space to
the entertainment industry.
Subsequent to October 1998, the Company and its existing subsidiaries (referred
to as the "Company" in this report) changed its business purpose to engage in
film production and multi-media interactive technology.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Accounting Methods
------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
(b) Dividend Policy
---------------
The Company has not yet adopted any policy regarding the payment of dividends.
(c) Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid instruments purchased with a maturity,
at the time of purchase, of less than three months to be cash equivalents.
(d) Earnings (Loss) per Share
-------------------------
Earnings (loss) per share amounts are computed based on the weighted average
number of common shares, or equivalents, outstanding during the period using the
treasury stock method in accordance with FASB statement No. 128. Diluted
earnings (loss) per share are computed assuming the shares in Note 10 were
issued on the date the options were granted.
<PAGE>
Page 46
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS
JULY 31, 1999
(UNAUDITED - Prepared by Management)
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
(e) Income Taxes
------------
On July 31, 1999, the Company had a net operating loss carryover of $1,682,075.
The tax benefit from the loss carry forward has been fully offset by a valuation
reserve because the future tax benefit is undeterminable since the Company is
unable to establish a predictable projection of operating profits for future
years.
The net operating loss carryover will expire in 2006 for Canadian reporting and
2020 for U.S. reporting.
(f) Principles of Consolidation
---------------------------
The interim unaudited 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.
(g) 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.
If a completed transaction has a balance sheet date between a later settlement
date, resulting in a gain or loss, the amount is reported in the current period
income statement.
(h) Financial Instruments
---------------------
The carrying amounts of financial instruments, including cash, prepaid expenses,
bank overdraft, interest payable and accounts payable, are considered by
management to be their estimated fair values. These values are not necessarily
indicative of the amounts that the Company could realize in a current market
exchange.
(i) 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.
<PAGE>
Page 47
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS
JULY 31, 1999
(UNAUDITED - Prepared by Management)
- --------------------------------------------------------------------------------
3. 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. On November 1, 1998, all of the outstanding stock of
the subsidiaries indicated by (*) were disposed and transferred to a related
party.
*G.G. Studios Inc. - incorporated October 6, 1997 - manages and leases
studio space to the film industry;
*Meier Worldwide Intermedia Inc. (Cdn) - incorporated November 28, 1996 - to
engage in the internet activity;
*Meier Studios Inc. - incorporated August 25, 1997 - manages and leases real
property in the entertainment industry;
*Meier Studios (Lake City) Inc. - incorporated December 18, 1997 - leases and
operates a studio;
*Meier Studios (B.B.) Inc. - incorporated March 26, 1998;
H.R.H. Productions Inc. - incorporated October 6, 1997 - movie production
company - no operations;
Meier Studio Management Inc. - incorporated March 26, 1998 - movie production
company - no operations; and
Meier Entertainment Security Inc. - incorporated September 16, 1998 - movie
production company - no operations.
4. 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 is recorded at no value.
5. LONG-TERM INVESTMENT
On April 4, 1999, the Company invested $13 for a 20% interest in a related
company, Meier Rose Pictures Inc., which share a certain common director and has
no active operations. The investment was written down by $12 to a nominal value
of $1.
<PAGE>
Page 48
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS
JULY 31, 1999
(UNAUDITED - Prepared by Management)
- --------------------------------------------------------------------------------
6. REAL PROPERTY LEASE-PURCHASE AGREEMENT
On August 18, 1997, a subsidiary, which was disposed on November 1, 1998, of the
Company completed a lease agreement, including an option to purchase, with 289
Taurus Ventures Ltd., for the land and building, located in Delta, BC,
containing 64,000 square feet of building space and 13 acres of land for use in
the motion picture industry.
During the three quarters ended July 31, 1999, the lease and option to purchase
was lost and a legal action for eviction and damages was started by the leasee.
However, the leasee has a legal responsibility to reduce the damages by using
its best efforts to release the property. Management with council believe that
the damages against the subsidiaries will not be more than $184,133, of which
the Company has guaranteed $41,435.
7. NOTE PAYABLE
On August 15, 1997, the Company received a loan of $27,397. A legal action was
started for collection of the amount and a consent judgement was given by the
Company whereby the Company agreed to monthly payments of $672.26 including
interest at 1% above the HSBC Canada Bank prime rate with payments starting
October 1, 1999.
8. LOAN PAYABLE
On April 9, 1999, the Company received a convertible line of credit for
CAD$300,000 of which CAD$100,000 (US$64,843) was already advanced on December 4,
1998 and a further CAD$50,000 (US$33,584) was advanced on July 27, 1999. Funds
advanced from the convertible line of credit are repayable on demand and bear an
interest rate of 8% per annum. All or any portion of the principal amount of
the loan is convertible into common shares of the Company at a conversion price
of $0.20 per share. On September 9, 1999, a loan amount of $98,876 was
converted into 494,380 common shares of the Company.
<PAGE>
Page 49
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS
JULY 31, 1999
(UNAUDITED - Prepared by Management)
- --------------------------------------------------------------------------------
9. RELATED PARTY TRANSACTIONS
The interim unaudited consolidated balance sheets and the interim unaudited
statements of changes in stockholders' equity and cash flows include identified
related party transactions. Related party transactions are also included in
Note 11 for service contracts with officers of the Company, Note 10 for stock
options granted, and Note 14 for other transactions with related parties.
On November 1, 1998, the Company disposed of certain wholly-owned subsidiaries
as identified in Note 3 to a company controlled by the President of the Company
for total consideration of $7.
During the third quarter ended July 31, 1999, the Company wrote off amounts
receivable of $987,943 due from wholly-owned subsidiaries which were disposed on
November 1, 1998.
10. OPTIONS TO PURCHASE COMMON CAPITAL STOCK
The Company has granted options to purchase 1,800,000 shares of its common stock
to related parties. Options for 1,100,000 shares are exercisable at $1.00 per
share with expiration dates in March and October 2003, and options for 700,000
shares are exercisable at $0.75 per share with an expiration date of March 17,
2004.
11. CONTINUING AND CONTINGENT LIABILITIES
The Company may be liable as a guarantor on a legal action against a former
subsidiary in the amount of $41,435. Refer to Note 6.
A legal action was started against the Company during the nine months ended July
31, 1999 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.
The Company has a management agreement with the President of the Company
providing for a monthly management fee of $5,000.
<PAGE>
Page 50
MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS
JULY 31, 1999
(UNAUDITED - Prepared by Management)
- --------------------------------------------------------------------------------
12. GOING CONCERN
The Company does not have the working capital to service its debt for the coming
year and will need additional working capital for its planned activity.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital to operate for the coming year and the management of
the Company has developed a strategy, which it believes will accomplish this
objective through seeking additional equity funding and long term financing,
which will enable the Company to service its debt and continue to operate for
the coming year.
13. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two digits
rather than four digits to identify a year. Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar problems
may arise in some systems which use certain dates in 1999 to represent something
other than a date. The effects of the Year 2000 Issue may be experienced
before, on or after January 1, 2000, and if not addressed, the impact on
operations and financial reporting may range from minor errors to significant
systems failure which could affect a company's ability to conduct normal
business operations. It is not possible to be certain that all aspects of the
Year 2000 Issue affecting the Company, including those related to the efforts of
customers, suppliers, or other third parties, will be fully resolved.
14. SUBSEQUENT EVENTS
On September 9, 1999, an amount of $98,876 from the convertible line of credit
was converted into 494,380 common shares of the Company at a conversion price of
$0.20 per share. The conversion of the loan is in complete satisfaction of the
principal amount of the loan outstanding as at the date of conversion.
<PAGE>
Page 51
PART III
Item 1. Index to Exhibits and Exhibits
In accordance with paragraph (d) of Item 102, Regulation S-T, the Index to
Exhibits (see Page 22) appears immediately preceding the exhibits filed.
Exhibit No
1 Charter, By-Laws and Articles of Incorporation of Registrant filed June
17, 1997
2 Instruments Defining Rights of Security Holders - see Exhibit # 1 -
"By-Laws"
3 Text of certificates for common stock
4 Material Contracts not made in the ordinary course of business:
4a Transfer Agent and Registrar Agreement between Registrant and Nevada
Agency & Trust Co. dated January 15, 1998
4b Asset purchase agreement date July 1, 1997 between Registrant and
Gyro-Gym Enterprises Inc.
4c Movie rights assignment dated August 27,1997, from Meier Entertainment
Group Inc., to Registrant.
4d An agreement between Dennis Rudd and G. G. Studios Inc. dated October 6,
1997
4e Stock purchase option dated March 4, 1998, granted to Harry Evans.
4f Stock Purchase option dated October 23, 1998, granted to Meier
Entertainment Group Inc.
4g Stock Purchase option dated March 17, 1999, granted to John Meier
4h Stock Purchase option dated March 17, 1999, granted to Alexandra Rose
4i Bill of Sale dated August November 1, 1998 between the Registrant and
Five Subsidiary companies.
4j An Agreement dated August 5, 1998 between the Registrant and Emerson
Bennet & Associates
4k Convertible Line of Credit agreement dated April 9, 1999, between the
Registrant and Granite Hill Limited
5 Consent of Andersen Andersen & Strong, L.C. Certified Public Accountants
6 Current Subsidiaries of the Registrant
<PAGE>
Exhibit #1
SECRETARY OF STATE
"The Great Seal of the State of Nevada"
State of Nevada
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that MEIER WORLDWIDE INTERMEDIA INC. did on JUNE 17, 1997 file
in this office the original Articles of Incorporation; that said Articles are
now on file and of record in the office of the Secretary of State of the State
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
SEAL
"The Great Seal of the State of Nevada" IN WITNESS WHEREOF, I have
State of Nevada hereunto set my hand and affixed
the Great Seal of State, at my
office, in Carson City, Nevada,
on June 17, 1997.
/s/ Dean Heller
Secretary of State
/s/
By
Certification Clerk
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(Before Payment of Capital Issuance of Stock)
STAMP " FILED - The Office of the Secretary of State of the State of Nevada"
" DATED - July 17, 1997"
" SIGNED - Dean Heller, Secretary of State"
Filed by:
D. McPhearson and S. Johnson
- ---------------------------------- ----------------------------------
name of incorporator or director name of incorporator or director
certify that:
1. They constitute at least two-thirds of the original incorporators or of
the directors of Meier Worldwide Intermedia Inc., Nevada corporation.
--------------------------------
2. The original Articles were filed in the Office of the Secretary of State
on June 17, 1997.
------- --
3. As of the date of this certificate, no stock of the corporation has been
issued.
4. They hereby adopt the following amendments to the articles of
incorporation: Article Three is amended to read as follows:
-----
Number of shares with par value: 200,000,000 Par Value: $0.001 Number of
shares without par value: 0
/s/ D. McPhearson
------------------------
Signature
/s/ S. Johnson
------------------------
Signature
State of Washington )
---------- ss.
County of King )
----------
On July 17, 1997, personally appeared before me, a Notary Public,
-------------
B. McPhearson and S. Johnson, who acknowledged that they executed the above
- ----------------------------
instrument.
-----------------------------
Signature of Notary
(Notary Stamp or Seal) Laurie L. Waud
(NEV.-987-10\27\95)
<PAGE>
Articles of Incorporation
(PURSUANT TO NRS 78)
STATE OF NEVADA
Secretary of State
- -------------------------------------------------------------------------------
STAMP " FILED - In the Office of the Secretary of State of the State of Nevada"
" DATED - June 17, 1997"
" SIGNED - Dean Heller, Secretary of State"
IMPORTANT: Read instructions on reverse side before completing this form.
TYPE OR PRINT (BLACK INK ONLY)
1. NAME OF CORPORATION: Meier Worldwide Intermedia Inc.
---------------------------------
2. RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada
where process may be served ) --------------
Name of Resident Agent: The Corporation Trust Company of Nevada
-----------------------------------------
Street Address: One East First Street Reno, Nevada 89501
-------------------------------------------------------------
Street No. Street Name City Zip
3. SHARES: (number of shares the corporation is authorized to issue)
Number of shares with par value: 200,000,000 Par Value: $0.01 Number of
----------- ------
shares without par value: 0
----------
4. GOVERNING BOARD: Shall be styled as (check one): X Directors Trustees
---- ----
The FIRST BOARD OF DIRECTORS shall consist of 1 members and the names and
---
addresses are as follows (attach additional pages if necessary):
Jim Meier 250-1075 Georgia St., Vancouver, BC V6E 3C9
------------------------- ----------------------------------------------
Name Address City/State/Zip
------------------------- ----------------------------------------------
Name Address City/State/Zip
5. PURPOSE(optional-see reverse side): The purpose of the corporation shall be:
Any and all lawful purposes
-------------------------------------------------------------------------
6. OTHER MATTERS: This form includes the minimal statutory requirements to
incorporate under NRS 78. You may attach additional information pursuant to
NRS 78.037 or any other information you deem appropriate. If any of the
additional information is contradictory to this form it cannot be filed and
will be returned to you for correction. Number of pages attached 0 .
----
7. SIGNATURES OF INCORPORATORS: The names and addresses of each of the
incorporators signing the articles: (signature must be notarized)
(Attach additional pages if there are more than two incorporators.)
S. Johnson D. McPhearson
-------------------------------- ------------------------------------
Name (print) Name (print)
520 Pike Street, Seattle WA 98101 520 Pike Street, Seattle WA 98101
--------------------------------- -------------------------------------
Address City/State/Zip Address City/State/Zip
/s/ S. Johnson /s/ K. McPhearson
--------------------------------- -------------------------------------
Signature Signature
State of Washington County of King State of Washington County of King
---------- ---- ---------- ----
This instrument was acknowledged This instrument was acknowledged
before me on before me on
June 17 19 97 , by June 17 19 97 , by
--------------------- -- --------------------- --
S. Johnson D. McPhearson
---------------------------------- -------------------------------------
Name of person Name of person
as incorporator as incorporator
of Meier Worldwide Intermedia Inc. of Meier Worldwide Intermedia Inc.
------------------------------- ---------------------------------
(name of party on behalf of whom (name of party on behalf of whom
instrument was executed) instrument was executed)
/s/ Laurie L. Waud /s/ Laurie L. Waud
----------------------------------- -------------------------------------
Notary Public Signature Notary Public Signature
Laurie L. Waud Laurie L. Waud
Official Seal - Laurie Waud Official Seal - Laurie Waud
Notary Public - State of Notary Public - State of
Washington Washington
8. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
The Corporation Trust Company of Nevada hereby accepts appointment as
---------------------------------------
Resident Agent for the above named corporation.
The Corporation Trust Company of Nevada By:
/s/ Jack Caskey, 10 - 17 - 97
---------------------------------- ------------
Signature of Resident Agent (Assistant Secretary) Date
Jack Caskey, Asst. V.P.
(NEV - 103 - 11/8/95)
<PAGE>
BY LAWS
OF
MEIER WORLDWIDE INTERMEDIA INC.
A Nevada Corporation
ARTICLE I
---------
Offices
Section 1. The registered office of this corporation shall be in the City of
Reno, State of Nevada.
Section 2. The Corporation may also have offices at such other places both
within and without the State of Nevada as the Board of Directors
may from time to time, determine or the business of the
corporation may require.
ARTICLE 2
---------
Meetings of Stockholders
Section 1. All annual meetings of the stockholders shall be held at the
registered office of the corporation or at such other place within or without
the State of Nevada as the Directors shall determine. Special meetings of the
stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.
Section 2. Annual meetings of the stockholders, commencing with the year
1998 shall be held on June 17 each year if not a legal holiday and, and if a
legal holiday, then on the next secular day following, or at such other time
as may be set by the Board of Directors from time to time, at which the
stockholders shall elect by vote a Board of Directors and transact such other
business as may properly be brought before the meeting.
Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President or the Secretary, by
resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting.
Section 4. Notices of meetings shall be in writing and signed by the
President or Vice-President or the Secretary or an Assistant Secretary or by
such other person or persons as the Directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and
the time and the place, which may be within or without this State, where it
is to be held. A copy of such notice shall be either delivered personally to
or shall be mailed, postage prepaid, to each stockholder of record entitled
to vote at such meeting not less than ten nor more than sixty days before such
meeting. If mailed, it shall be directed to a stockholder at his address as it
appears upon the records of the corporation and upon such mailing of any such
notice, the service thereof shall be complete and the time of the notice shall
begin to run from the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such notice to an
officer of the corporation or association, or to any member of a partnership
shall constitute delivery of such notice to such corporation, association or
partnership. In the event of the transfer of stock after delivery of such notice
of and prior to the holding of the meeting, it shall not be necessary to deliver
or mail such notice of the meeting to the transferee.
Section 5. Business transactions at any special meeting of stockholders
shall be limited to the purpose stated in the notice.
Section 6. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Articles of
Incorporation. If, however, such quorum shall not be present or represented at
<PAGE>
Page 2
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcements at the
meeting, until a quorum shall be presented or represented. At such adjourned
meetings at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 7. When a quorum is present or represented at any meeting, the vote
of the holders of 10% of the stock having voting power present in person or
represented by proxy shall be sufficient to elect Directors or to decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statute or of the Articles of Incorporation, a
different vote shall govern and control the decision of such question.
Section 8. Each stockholder of record of the corporation shall be entitled
at each meeting of the stockholders to one vote for each share standing in his
name on the books of the corporation. Upon the demand of any stockholder, the
vote for Directors and the vote upon any question before the meeting shall be
by ballot.
Section 9. At any meeting of the stockholders any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all the powers conferred by such written instruction upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy
or power of attorney to vote shall be voted at a meeting of the stockholders
unless it shall have been filed with the Secretary of the meeting when required
by the inspectors of election. All questions regarding the qualifications of
voters, the validity of proxies and the acceptance of or rejection of votes
shall be decided by the inspectors of election who shall be appointed by the
Board of Directors, or if not so appointed, then by the presiding officer at
the meeting.
Section 10. Any action which may be taken by the vote of the stockholders at
a meeting may be taken without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power, unless the
provisions of the statute or the Articles of Incorporation require a greater
proportion of voting power to authorize such action in which case such greater
proportion of written consents shall be required.
ARTICLE 3
---------
Directors
Section 1. The business of the corporation shall be managed by its Board of
Directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
stockholders.
Section 2. The number of Directors which shall constitute the whole board
shall be not less than one and not more than eight. The number of Directors may
from time to time be increased or decreased to not less than one nor more than
eight by action of the Board of Directors. The Directors shall be elected at the
annual meeting of the stockholders and except as provided in section 2 of this
Article, each Director elected shall hold office until his successor is elected
and qualified. Directors need not be stockholders.
Section 3. Vacancies in the Board of Directors including those caused by an
increase in the number of Directors, may be filed by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, and each
Director so elected shall hold office until his successor is elected at the
annual or a special meeting of the stockholders. The holders of a two-thirds of
the outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the Directors by vote at a meeting
called for such purpose or by a written statement filed with the Secretary or,
in his absence, with any other officer. Such removal shall be effective
immediately, even if successors are not elected simultaneously and the vacancies
on the Board of Directors resulting therefrom shall only be filled from the
stockholders.
A vacancy or vacancies on the Board of Directors shall be deemed to exist
in case of death, resignation or removal of any Director, or if the authorized
number of Directors be increased, or if the stockholders fail at any annual or
special meeting of stockholders at which any Director or Directors are elected
to elect the full authorized number of Directors to be voted for at that
meeting.
<PAGE>
Page 3
The stockholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors. If the Board of Directors
accepts the resignation of a Director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.
ARTICLE 4
---------
Meeting of the Board of Directors
Section 1. Regular meetings of the Board of Directors shall be held at any
place within or without the State which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board. In
the absence of such designation regular meetings shall be held at the registered
office of the corporation. Special meetings of the Board may be held either at a
place so designated or at the registered office.
Section 2. The first meeting of each newly elected Board of Directors shall
be held immediately following the adjournment of the meeting of stockholders and
at the place thereof. No notice of such meeting shall be necessary to the
Directors in order legally to constitute the meeting, provided a quorum be
present. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
Section 3. Regular meetings of the Board of Directors may be held without
call or notice at such time and at such place as shall from time to time be
fixed and determined by the Board of Directors.
Section 4. Special meetings of the Board of Directors may be called by the
Chairman or the President or by the Vice-President or by any two Directors.
Written notice of the time and place of special meetings shall be delivered
personally to each Director, or sent to each Director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the records or if not readily ascertainable, at the place in which
the meetings of the Directors are regularly held. In case such notice is mailed
or telegraphed, it shall be deposited in the postal service or delivered to the
telegraph company at least forty-eight (48) hours prior to the time of the
holding of the meeting. In case such notice is delivered or faxed, it shall be
so delivered or faxed at least twenty-four (24) hours prior to the time of the
holding of the meeting. Such mailing, telegraphing, delivery or faxing as above
provided shall be due, legal and personal notice of such Director.
Section 5. Notice of the time and place of holding an adjourned meeting need
not be given to the absent Directors if the time and place be fixed at the
meeting adjourned.
Section 6. The transaction of any meeting of the Board of Directors, however
called and noticed or wherever held, shall be as valid as though transacted at a
meeting duly held after regular call and notice, if a quorum be present, and if,
either before or after such meeting, each of the Directors not present signs a
written waiver of notice, or a consent of holding such meeting, or approvals of
the minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
Section 7. The majority of the authorized number of Directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the Directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number be required by law or by the Articles of Incorporation. Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board shall be as
valid and effective in all respects as if passed by the Board in regular
meeting.
<PAGE>
Page 4
Section 8. A quorum of the Directors may adjourn any Directors meeting to
meet again at stated day and hour; provided, however, that in the absence of a
quorum, a majority of the Directors present at any Directors meeting, either
regular or special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.
ARTICLE 5
---------
Committees of Directors
Section 1. The Board of Directors may, by resolution adopted by a majority
of the whole Board, designate one or more committees of the Board of Directors,
each committee to consist of two or more of the Directors of the corporation
which, to the extent provided in the resolution, shall and may exercise the
power of the Board of Directors in the management of the business and affairs
of the corporation and may have power to authorize the seal of the corporation
to be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by the
Board of Directors. The members of any such committee present at any meeting and
not disqualified from voting may, whether or not they constitute a quorum,
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any absent or disqualified member. At meetings of such
committees, a majority of the members or alternate members at any meeting at
which there is a quorum shall be the act of the committee.
Section 2. The committee shall keep regular minutes of their proceedings and
report the same to the Board of Directors.
Section 3. Any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting if a written consent thereto is signed by all members of the Board of
Directors or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
ARTICLE 6
---------
Compensation of Directors
Section 1. The Directors may be paid their expenses of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like reimbursement and compensation for attending
committee meetings.
ARTICLE 7
---------
Notices
Section 1. Notices to Directors and stockholders shall be in writing and
delivered personally or mailed to the Directors or stockholders at their
addresses appearing on the books of the corporation. Notices to Directors may
also be given by fax and by telegram. Notice by mail, fax or telegram shall be
deemed to be given at the time when the same shall be mailed.
Section 2. Whenever all parties entitled to vote at any meeting, whether of
Directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the Secretary, or by presence at such meeting or oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed, and at such meeting any business
may be transacted which is not excepted from the written consent to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meeting; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.
<PAGE>
Page 5
Section 3. Whenever any notice whatever is required to be given under the
provisions of the statute, of the Articles of Incorporation or of these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE 8
---------
Officers
Section 1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, a Secretary and a Treasurer. Any person may
hold two or more offices.
Section 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a Chairman of the Board who shall be a
Director, and shall choose a President, a Secretary and a Treasurer, none of
whom need be Directors.
Section 3. The Board of Directors may appoint a Vice-Chairman of the Board,
Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers
and such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.
Section 4. The salaries and compensation of all officers of the corporation
shall be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office at the pleasure
of the Board of Directors. Any officer elected or appointed by the Board of
Directors may be removed any time by the Board of Directors. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 6. The Chairman of the Board shall preside at meetings of the
stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
Section 7. The Vice-Chairman shall, in the absence or disability of the
Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform other such duties as the Board of
Directors may from time to time prescribe.
Section 8. The President shall be the chief executive officer of the
corporation and shall have active management of the business of the corporation.
He shall execute on behalf of the corporation all instruments requiring such
execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer
or agent of the corporation.
Section 9. The Vice-Presidents shall act under the direction of the
President and in absence or disability of the President shall perform the duties
and exercise the powers of the President. They shall perform such other duties
and have such other powers as the President or the Board of Directors may from
time to time prescribe. The Board of Directors may designate one or more
Executive Vice-Presidents or may otherwise specify the order of seniority of the
Vice-Presidents. The duties and powers of the President shall descend to the
Vice-Presidents in such specified order of seniority.
Section 10. The Secretary shall act under the direction of the President.
Subject to the direction of the President he shall attend all meetings of the
Board of Directors and all meetings of the stockholders and record the
proceedings. He shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors, and will perform
other such duties as may be prescribed by the President or the Board of
Directors.
Section 11. The Assistant Secretaries shall act under the direction of the
President. In order of their seniority, unless otherwise determined by the
President or the Board of Directors, they shall, in the absence or
<PAGE>
Page 6
disability of the Secretary, perform the duties and exercise the powers of the
Secretary. They shall perform other such duties and have such other powers as
the President and the Board of Directors may from time to time prescribe.
Section 12. The Treasurer shall act under the direction of the President.
Subject to the direction of the President he shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all money
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the corporation ~as may be ordered by the President or the
Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular meetings, or
when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond in such sum and with such surety as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.
Section 13. The Assistant Treasurers in order of their seniority, unless
otherwise determined by the President or the Board of Directors, shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
ARTICLE 9
---------
Certificates of Stock
Section 1. Every stockholder shall be entitled to have a certificate signed
by the President or a Vice-President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation. If the
corporation shall be authorized to issue more than one class of stock or more
that one series of any class, the designations, preferences and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such stock.
Section 2. If a certificate is signed (a) by a transfer agent other than the
corporation or its employees or (b) by a registrar other than the corporation or
its employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signatures
have been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.
Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require
and/or give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or destroyed.
Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation, if it is satisfied that all provisions of the laws and
regulations applicable to the corporation regarding transfer and ownership of
shares have been compiled with, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction
upon its books.
<PAGE>
Page 7
Section 5. The Board of Directors may fix in advance a date not exceeding
sixty (60) days nor less than ten (10) days preceding the date of any meeting
of stockholders, or the date of the payment of any dividend, or the date of the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purpose, as a record date for the termination of
the stockholders entitled to notice of and to vote at any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
give such consent, and in the such case, such stockholders, and only such
stockholders as shall be stockholders of record on the date so fixed, shall be
entitled to notice of and to vote as such meeting, or any adjournment thereof,
or to receive such payment of dividend, or to receive such allotment of rights,
or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
such record date fixed as aforesaid.
Section 6. The corporation shall be entitled to recognize the person
registered on its books as the owner of the share to be the exclusive owner for
all purposes including voting and dividends, and the corporation shall not be
bound to recognize any equitable or other claims to or interest in such shares
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE 10
----------
General Provisions
Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.
Section 2. Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends or for
repairing and maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interests of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
Section 4. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.
Section 5. The corporation may or may not have a corporate seal, as may be
from time to time determined by resolution of the Board of Directors. If a
corporate seal is adopted, it shall have inscribed thereon the name of the
corporation and the words "Corporate Seal" and "Nevada". The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any
manner reproduced.
ARTICLE 11
----------
Indemnification
Every person who was or is a party or is a threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a Director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a Director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest legally permissible under the
General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorney's fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and Directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
<PAGE>
Page 8
Director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such Directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
The Board of Directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a Director or officer of the
corporation, or is or was serving at the request of the corporation as a
Director or officer of another corporation, or as its representative in a
partnership, joint venture. trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The Board of Directors may form time to time adopt further Bylaws with
respect to indemnification and amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Nevada.
ARTICLE 12
----------
Amendments
Section 1. The Bylaws may be amended by a majority vote of all the stock
issued and outstanding and entitled to vote at any annual or special meeting of
the stockholders, provided notice of intention to amend shall have been
contained in the notice of the meeting.
Section 2. The Board of Directors by a majority vote of the whole Board at
any meeting may amend these Bylaws, including Bylaws adopted by the
stockholders, but the stockholders may from time to time specify
particulars of the Bylaws which shall not be amended by the Board of Directors.
APPROVED AND ADOPTED June 17,1997.
CERTIFICATE OF THE SECRETARY
----------------------------
I,.Carrie Hunter, hereby certify that I am the Secretary of Meier Worldwide
Intermedia Inc., and the foregoing Bylaws, consisting of 8 pages, constitute the
code of Bylaws of this company as duly adopted at a regular meeting of the Board
of Directors of the corporation held on June 17, 1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name on June 16, 1997.
Per: /s/Carrie Hunter
- ---- --------------------
Secretary
<PAGE>
Exhibit #3
SPECIMEN STOCK CERTIFICATE
CUSIP NO. 585204 10 0
NUMBER SHARES
MEIER WORLDWIDE
INTERMEDIA INC.
Authorized Common Stock: 200,000,000 Shares
Par Value: $.001
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
Shares of MEIER WORLDWIDE INTERMEDIA INC. Common Stock
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
MEIER WORLDWIDE
INTERMEDIA INC.
Corporate Seal
- -------------------- June 17, 1997
Secretary NEVADA President
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT Countersigned Registered
NEVADA AGENCY AND TRUST COMPANY
90 WEST LIBERTY STREET, SUITE 880 by
Reno, Nevada 89501
<PAGE>
Exhibit 4a
TRANSFER AGENT AND REGISTRAR AGREEMENT
--------------------------------------
THIS AGREEMENT made and entered into this 15th day of January, 1998. by and
between:
NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880. Reno, Nevada
89501. hereinafter called "Transfer Agent," and
MEIER WORLDWIDE INTERMEDIA, INC., 250-1075 West Georgia Street, Vancouver, B.C.
V6E 3C9, a Nevada corporation, hereinafter called "'Company."
NOW THEREFORE, for valuable consideration and the mutual promises herein
contained. the parties hereto agree as follows, to wit:
1. [APPOINTMENT OF TRANSFER AGENT] The Company hereby appoints
Transfer Agent as the Transfer Agent and Registrar for the Company's Common ,
commencing on this 15th day of January 1998.
2. [COMPANY'S DUTY] The Company agrees Transfer Agent's stockholder
list showing the name of the individual stockholder, current address, the number
of shares and the certificate numbers is correct.
3. [STOCK CERTIFICATES1 The Company agrees to provide an adequate
number of stock certificates to handle the Company's transfers on a current
basis. Upon receipt of Transfer Agent's request, the Company agrees to furnish
additional stock certificates as Transfer Agent deems necessary considering the
volume of transfers. The stock certificates shall be supplied at Company's cost.
The Transfer Agent agrees to order stock certificates from its printer upon
request of the Company.
4. [TRANSFER AGENT DUTIES] Transfer Agent agrees to handle the
Company's transfers. record the same, and maintain a ledger, together with a
file containing all correspondence relating to said transfers, which records
shall be kept confidential and be available to the Company and its Board of
Directors, or to any person specifically authorized by the Board of Directors
to review the records which shall be made available by Transfer Agent during
the regular business hours.
5. [TRANSFER AGENT REGISTRATION] Transfer Agent warrants that it is
registered as a Transfer Agent with the United States Securities and Exchange
Commission under the Securities Act of'1934, as amended.
6. [STOCKHOLDER LIST] From time to time, as necessary for Company
stockholders meetings or mailings, the Transfer Agent will certify and make
available the current, active stockholder list for Company purposes. It is
agreed that a reasonable charge for supplying such list will be made by Transfer
Agent to the Company. It is further agreed that In the event the Transfer Agent
received a request or demand from a stockholder or the attorney or agent for a
<PAGE>
Page 2
stockholder, for a list of stockholders, the Transfer Agent will serve written
notice of such request by certified mail to the Company. The Company will have
forty-eight (48) hours to respond in writing to the Transfer Agent. If the
Company orders the Transfer Agent to withhold delivery of a list of'
stockholders as requested, the Transfer Agent agrees to follow the orders of the
Company. The Company will then follow the procedure set forth in the Uniform
Commercial Code to restrain the Transfer Agent from making delivery of a
stockholders list.
7. [TRANSFER FEE] Transfer Agent agrees to assess and collect from the
person requesting a transfer and/or the transferror, a fee of Ten and No/100
dollars ($10.00) for each stock certificate issued. except original issues of
stock or warrant certificates, which fees shall be paid by the Company. This fee
may be decreased or increased at any time by the Transfer Agent. This fee shall
be the property of the Transfer Agent.
8. [ANNUAL FEE] The Company agrees to pay the Transfer Agent an annual
fee of TWELVE HUNDRED DOLLARS ($1,200.00).This fee reimburses the Transfer Agent
------------
for the expense and time required to respond to the written and oral inquiries
from brokers and the investing public as well as maintaining the transfer books
and records of the corporation. The annual fee will be due on 1st of January of
-----------------
each year and is subject to annual review.
9. [TERMINATION] This Agreement may be terminated by either party
giving written notice of such termination to the other party at least ninety
(90) days before the effective date. The Transfer Agent shall return all of the
transfer records to the Company and its duties and obligations as Transfer Agent
shall cease at that time. The Transfer Agent will be paid a Termination Fee of
$1.00 per registered stockholder of the Company at the time the written
termination notice is served.
10. [COMPANY STATUS] The Company will promptly advise the Transfer
Agent of any changes or amendments to the Articles of Incorporation, any
significant changes in corporate status, changes in officers, etc., and of all
changes in filing status with the Securities and Exchange Commission, or any
state entity, and to hold the Transfer Agent harmless from its failure to do so.
11. [INDEMNIFICATION OF TRANSFER AGENT] The Company agrees to
indemnify and hold harmless the Transfer Agent, from any and all loss, liability
of damage, including, reasonable attorneys' fees and expenses, arising out of or
resulting from the assertion against the Transfer Agent of any claims, debts or
obligations in connection with any of the Transfer Agent's duties as set forth
in the Agreement, and specifically it is understood that the Transfer Agent
shall have the right to apply to independent counsel at the Company's expense in
following the Company's directions and orders.
12. [COUNTERPARTS] This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be all original,
but all such counterparts shall constitute one and the same instrument.
<PAGE>
Page 3
13. [NOTICES] Any notice under this Agreement shall be deemed to have
been sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:
To the Company:
Jim Meier, President
MEIER WORLDWIDE INTERMEDIA, INC.
250-1075 West Georgia Street
Vancouver, B.C. V6E 3C9
To the Transfer agent:
NEVADA AGENCY AND TRUST COMPANY
50 West Liberty Street, Suite 880
Reno, Nevada 89501
14. [MERGER CLAUSE] This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally,
and no attempted change, termination or waiver of any of the provisions hereof
shall be binding unless in writing and signed by the parties hereto.
15. [GOVERNING LAW] This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada.
THIS AGREEMENT has been executed by the parties hereto as of the day and
year first above written, by the duly authorized officer or officers of said
parties, and the same will be binding upon the assigns and successors in
interest of the parties hereto.
NEVADA AGENCY AND TRUST COMPANY
Transfer Agent
By /s/Amanda Cardinalli
----------------------------
Amanda Cardinalli
Vice President
MEIER WORLDWIDE INTERMEDIA, INC.
Company
By /s/Jim Meier
----------------------------
Jim Meier
President
<PAGE>
Exhibit 4b
Asset Purchase Agreement
THIS AGREEMENT dated June 30,1997
BETWEEN:
GYRO-GYM ENTERPRISES INC., a company incorporated under the laws of
British Columbia;
(the "Vendor")
OF THE FIRST PART
AND:
MEIER WORLDWIDE INTERMEDIA INC., a company incorporated under the laws
of Nevada;
(the "Purchaser")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the legal and beneficial owner of the assets described in
Schedule "A" attached hereto (the "Assets"); and
B. The Vendor has agreed to sell and the Purchaser has agreed to buy the
Assets;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the
premises, and the covenants, agreements and warranties hereinafter contained,
the parties hereto covenant, agree, represent and promise as follows:
PURCHASE AND SALE
1. The Vendor agrees to sell to the Purchaser, and the Purchaser agrees to
purchase from the Vendor, the Assets on the terms and conditions hereinafter
set forth.
PURCHASE PRICE
2. The Purchase Price for the Assets is 400,000 Common shares of the
Purchaser, and shall be issued by the Purchaser at closing.
<PAGE>
Page 2
VENDOR'S REPRESENTATIONS
3. The Vendor severally represents and wan-ants to the Purchaser (and the
Vendor acknowledges the Purchaser has relied upon such representations and
warranties in connection with the purchase of the Assets) as follows:
(a) the Vendor own the Assets as the legal and beneficial owners thereof,
free and clear of all liens, mortgages, encumbrances, equities or claims
of every kind and nature whatsoever;
(b) the Vendor has due and sufficient right and authority to enter into this
Agreement on the terms and conditions set forth herein, and to transfer
the legal and beneficial title and ownership of the Assets to the
Purchaser;
(c) no person, firm or corporation has any agreement or option or any
right capable of becoming an agreement for the purchase of the Assets;
(d) there is no basis for and there are no actions, suits, judgments,
investigations or proceedings outstanding or pending or threatened
against or affecting the Vendor or the Assets at law or in equity;
(e) the Vendor is a resident of Canada within the meaning of the Income Tax
Act (Canada); and
(f) the representations and warranties herein contained will be true at the
time of closing.
COVENANTS
4. The Vendor shall make available to the Purchaser or its nominees, at all
reasonable times prior to closing, the Assets for the purpose of inspection,
valuation, verification and authentication thereof.
5. Both parties shall keep confidential and not disclose to any person the
terms of this Agreement, and in particular the Purchase Price, and shall ensure
that their respective agents also keep the terms of this Agreement confidential,
except that either party may disclose the fact that this Agreement exists.
PURCHASER'S CONDITIONS
6. Notwithstanding anything contained herein, the obligation of the
Purchaser to complete the purchase herein shall be subject to the following
conditions:
(a) the representations and warranties of the Vendor contained herein shall
be true at the time of closing;
(b) all of the covenants and agreements of the Vendor to be performed on or
before closing pursuant to this Agreement shall have been duly
performed; and
(c) the Purchaser shall be satisfied in its sole discretion with the Assets
at the time of closing.
<PAGE>
Page 3
The foregoing conditions are for the sole and exclusive benefit of the Purchaser
and may be waived by it in whole or in part.
CLOSING
7. The purchase and sale of the Assets and the other transactions
contemplated by this Agreement shall be closed at Corporate House, 320-1100
Melville Street, Vancouver, BC V6E 4A6, on Wednesday, July 30, 1997, or on
such other date or place as may be agreed upon by the parties (the "Closing
Date").
8. At closing, the Vendor shall deliver or cause to be delivered to the
Purchaser:
(a) possession of the Assets;
(b) a bill of sale of the Assets executed by the Vendor which is
satisfactory to the Purchaser; and
(c) such further documents and instruments as the Purchaser may reasonably
require.
9. At closing, the Purchaser shall pay the Purchase Price to the Vendor, and
shall pay all provincial sales taxes in connection with the sale and transfer of
the Assets.
RISK OF LOSS
10. From the date hereof to the time of closing, the Assets shall be and
remain at the risk of the Vendor. If any of the Assets shall be lost, damaged or
destroyed prior to the time of closing, the Purchaser may terminate this
Agreement.
GENERAL PROVISIONS
11. The parties shall cooperate with each other, do such things and perform
such acts as may be necessary or advisable to implement and carry out the full
intent and meaning of this Agreement
12. Captions are inserted for convenience of reference only and shall not be
considered in the interpretation of this Agreement, which shall be interpreted
with such changes of gender and number as the context hereof requires.
13. All the representations, warranties, covenants and agreements of the
parties contained herein shall survive the Closing Date.
14. The terms and provisions contained herein constitute. the entire
agreement between the parties hereto and supersede all previous written or oral
communications, and there are no warranties, representations, terms, conditions
or collateral agreements, express or implied, other than expressly set forth
herein.
15. The Vendor shall indemnify and save the Purchaser harmless from all
loss, damages, costs, actions and suits arising out of or in connection with any
breach of any representation, warranty, covenant, agreement or condition
<PAGE>
Page 4
contained in this Agreement. The Vendor acknowledges and agrees that the
Purchaser has entered into this Agreement relying on the warranties and
representations and other terms and conditions of this Agreement.
16. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, personal representatives, successors
and assigns.
17. Any notice given hereunder by any party shall be deemed to have been
well and sufficiently given if mailed by prepaid registered mail, faxed or
delivered to the address of the other party on the first page of this Agreement,
or at such other address as the other party may from time to time direct in
writing; and any such notice shall be deemed to have been received: if mailed,
two days after the date of mailing; and if faxed or delivered, upon the date of
faxing or delivery. In the event of postal disruption, any notice shall be faxed
or delivered to the recipient thereof and not mailed.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the day and year first above written.
GYRO-GYM ENTERPRISES INC.
By: /S/ Dennis Rudd
---------------
Authorized Signatory
MEIER WORLDWIDE INTERMEDIA INC.
By: /s/ Jim Meier
---------------
Authorized Signatory
<PAGE>
Page 5
SCHEDULE "A"
ASSET PURCHASE
PREPAID EXPENSES:
Last month's lease payment on Acura 1,971.95
Down payment on Acura 4,000.00
Invoices paid and to be reimbursed later 640.90
Additional down payment on up grade of Acura 7,850.95 $ 14,463.80
--------
OFFICE EQUIPMENT - desks, chairs, etc. - net of accumulated
depreciation 5,848.44
TELEPHONE EQUIPMENT - no depreciation has been taken to date 10,633.64
COMPUTER EQUIPMENT - net of accumulated depreciation 1,316.64
RENTAL EQUIPMENT - sofa, chair and furniture in reception room
- net of accumulated depreciation 1,536.53
STUDIO CONTRACTS:
Operational studios (to be managed by G.G. Studios Inc.):
Lake City Studio,
GG Studio
Burnaby Studio
Commission based Studios:
B B Studio
WC Studio
MC Studio
Underhill Studio 7.00
------
TOTAL ASSET PURCHASED $33,806.05
----------
<PAGE>
Exhibit 4c
TRANSFER OF MOVIE RIGHTS IN THE JOHN MEIER STORY
For good and valuable consideration, receipt of which is hereby acknowledged,
the undersigned (the "Owner") does hereby transfer, sell and assign to MEIER
ENTERTAINMENT GROUP INC., a British Columbia Company, its successors and
assigns, the audio-visual rights to make one motion picture in and to certain
characters and story currently named "The John Meier Story", and all supporting
characters created with respect thereto, including, without limitation, in and
to any and all plots, themes, titles, storyline, names and copyright in
connection therewith, and all tangible and intangible properties respecting the
foregoing.
IN WITNESS WHEREOF the undersigned has executed this document as of May 24,
1996.
/s/ Jennie Meier
- ----------------
JENNIE MEIER
<PAGE>
TRANSFER OF MOVIE RIGHTS IN THE JOHN MEIER STORY
For good and valuable consideration, receipt of which is hereby acknowledged,
the undersigned (the "Owner") does hereby transfer, sell and assign to his
wife, JENNIE MEIER, her heirs, executors, administrators and assigns, the
audio-visual rights to make one motion picture in and to certain characters
and story currently named "The John Meier Story", and all supporting characters
created with respect thereto, including, without limitation, in and to any and
all plots, themes, titles, storyline, names and copyright in connection
therewith, and all tangible and intangible properties respecting the foregoing.
IN WITNESS WHEREOF the undersigned has executed this document as of August 9,
1973.
/s/ John Meier
- ----------------
JOHN MEIER
<PAGE>
Assignment
For good and valuable consideration, receipt of which is hereby acknowledged,
the undersigned (the " Owner") does hereby transfer, sell and assign to MEIER
WORLDWIDE INTERMEDIA INC., its successors and assigns, the audio-visual rights
to make one motion picture in and to certain characters and story currently
named "The John Meier Story", and all supporting characters created with respect
thereto, including, without limitation, in and to any and all plots, themes,
titles, storyline, names and copyright in connection therewith, and all
tangible and intangible properties respecting the foregoing.
IN WITNESS WHEREOF the undersigned has executed this document on August 27,
1997.
MEIER ENTERTAINMENT GROUP INC.
Per: /s/Jim Meier
- ------------------------
Authorized Signatory
<PAGE>
TRANSFER OF ECONOMIC
AND ARTISTIC INTERESTS IN
THE LIFE STORY OF JOHN MEIER
1. JOHN MEIER and JENNIE MEIER (herein "Meier" and "Mrs. Meier" respectively,
and "The Parties" collectively) agree that Meier has had numerous life
experiences which, when related, may have an economic component which
could inure to the benefit of an individual or corporate entity holding
the rights thereto.
2. Accordingly, Meier and Mrs. Meier intend that this agreement shall settle
the matter of ownership of all rights of, to and about Meier's life story,
in whole and/or in part. Specifically excluded from this paragraph and
this Agreement is any biographical book which may be written by Meier or
by an author, whether now known or unknown.
3. It is Meier's desire and intent that his life story, pursuant to the
limitations embodied in Paragraph 2 hereof, be wholly owned by Mrs. Meier,
to inure to her benefit and to the benefit of the Parties' children.
4. Meier represents that no encumbrances exist which could or would interfere
with according the rights described in Paragraph 2 to another personal or
corporate entity. Accordingly, Meier hereby assigns all such rights to
Mrs. Meier.
5. It is expressly understood that these rights shall, without limitation,
extend to any and all dramatic motion pictures and television productions
and documentary presentations (regardless of media), whether recorded on
tape, wire or film or any other means or methods, now known or yet to be
devised and/or perfected. Subject only to the specific limitation embodied
in Paragraph 2 herein, such rights shall extend to all print media.
6. This Agreement shall endure for seven (7) years, and shall automatically
renew after such seven-year period, and shall again renew in that manner,
in perpetuity. This Agreement may be cancelled if either party sends the
other a notice within sixty (60) days of any automatic renewal date.
7. Mrs. Meier shall be free to sell or license or otherwise dispose of the
rights herein, of and on her own volition, and without specific
consultation with Meier.
Agreed:
/s/ John Meier Aug. 9, 1973 /s/ Jennie Meier Aug. 9, 1973
- ------------------------------------- -----------------------------------
JOHN MEIER DATE JENNIE MEIER DATE
Witness:
/s/ Abe Froese Aug. 9, 1973
- --------------------------------------
ABE FROESE DATE
<PAGE>
TRANSFER OF ECONOMIC
AND ARTISTIC INTERESTS IN
THE LIFE STORY OF JOHN MEIER
1. Reference is hereby made to that certain Agreement between John Meier
and Jennie Meier, executed and dated on August 9, 1973.
2. In that Agreement and on that date, John Meier (herein "Mr. Meier") and
and Jennie Meier (herein "Owner") concluded that the rights of ownership as
therein defined, to and about Mr. Meier's life story, in whole and/or in
part, would be assigned to Mrs. Meier, who is now the owner of all such
rights.
3. This instrument is intended to embody every right, obligation and benefit
contained in the Agreement dated August 9, 1972.
4. The Owner herein agrees to license all rights, obligations and benefits,
pursuant to paragraph 3 hereof, to:
Meier Entertainment Group
360 English Bluff Road,
Delta, British Columbia
Canada
Telephone: 604/671-0640
For any and all notices required and/or deemed necessary hereunder, the
foregoing address shall be deemed the proper address.
Such license shall be deemed effective for a period of seven (7) years,
and shall automatically renew after such seven (7) year period, and shall
again renew in that manner, in perpetuity. This Assignment may be
cancelled if the Owner deems it prudent and proper, by serving notice on
Meier Entertainment Group within sixty (60) days of the end of the first
seven (7) year term or any ensuing seven (7) year term.
5. The foregoing Paragraph 4 notwithstanding, any Agreement between Meier
Entertainment Group and any motion picture production company,
distributor, television network, talent agency, financing entity, or any
other corporate or private entity or individual shall not be affected by
the exercise of termination specified in paragraph 4, and any Agreement
between Meier Entertainment Group and any such entity shall survive any
such termination, and shall remain in full force and effect, based upon
its terms.
6. As full consideration for the foregoing licensing agreement, the Owner
agrees to the sum of $1.00 (one), as full and complete compensation, for
each seven year term hereof.
Agreed: Witness
/s/ Jennie Meier Jan. 11, 1995 /s/ Abe Froese Jan. 11/95
- -------------------------------- --------------------------------
JENNIE MEIER DATE ABE FROESE DATE
<PAGE>
Exhibit 4d
MANAGEMENT AGREEMENT
THIS AGREEMENT is made and executed the 6th day of October 1997.
BETWEEN:
G. G. STUDIOS INC., a body corporate duly incorporated under the laws of
British Columbia and having an office at 250 - 1075 West Georgia Street,
Vancouver, British Columbia V6E 3C9
AND:
DENNIS RUDD, an individual residing at 1179 Pacific Drive, Delta, British
Columbia, V7E 4W6
("Rudd"")
WHEREAS:
A. G.G. is in the business of leasing studio space and wishes to engage the
services of Rudd as President and Director of G.G.;
B Rudd is an individual with experience in the studio leasing industry; and
C. G.G. and Rudd are desirous to enter into a contractual agreement under
the terms and conditions described in this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and the sum of One Dollar ($1.00) paid
by G.G. to Rudd (the receipt of which is hereby acknowledged), the parties
thereto agree as follows:
1. REPRESENTATIONS, WARRANTIES AND COVENANTS
1.01 G.G. represents and warrants to Rudd that:
(a) it is a company duly incorporated, organized and validly subsisting
under the laws of its incorporating jurisdiction;
<PAGE>
Page 2
(b) it has the power and authority to carry on its business and to enter
into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;
(c) neither the execution and delivery of this Agreement referred to herein
or contemplated hereby, nor the consummation of the transactions hereby
contemplated conflict with, win result in the breach of or accelerate the
performance required by, any agreement to which it is a party; and
(d) the execution and delivery of this Agreement and the agreements
contemplated hereby will not violate or result in the breach of the laws
of any jurisdiction applicable or pertaining thereto or of its constating
documents.
1.02 Rudd represents and warrants to G.G. that:
(a) he is above the age of eighteen (18) year old;
(b) he is capable of managing his own affairs;
(c) he declares he is an officer and director of G.G.; and
(d) neither the execution and delivery of this Agreement referred to herein
or contemplated hereby, nor the consummation of the transactions hereby
contemplated conflict with, will result in the breach of or accelerate
the performance required by, any agreement to which he is a party.
1.03 The representations, warranties and covenants herein before set out are
conditions on which the parties have relied in entering into this Agreement and
shall survive any interest in this Agreement and any loss, damage, cause of
action and suit arising out of or in connection with any breach of any
representation, warranty, covenant, agreement or condition made by them and
contained in this Agreement.
2. EMPLOYMENT
2.01 G.G. hereby agrees to give to Rudd for his services as President and
Director of G.G. the following considerations:
(a) A monthly remuneration of five thousand dollars ($5,000.00) commencing
November 1, 1997;
(b) The payment for one leased automobile for which the lease price shall
not exceed one thousand dollars ($1,000.00) per month; and
(c) The reimbursement of any reasonable out of pocket and properly vouched
expenses incurred on behalf of G.G. in the performance of this Agreement
and submitted for approval on an expense report form.
<PAGE>
Page 3
2.02 Rudd agrees to adhere to the following:
(a) he, as President and Director, will always work in the best interest of
G.G. at all times; and
(b) any conflicts of interest will be revealed to the Board of Directors of
G.G. as soon as possible once they are known to Rudd and he will abide by
the wishes of the Board of Directors as to the direction he should take.
3. TERMINATION OF AGREEMENT
3.01 The engagement of Rudd under this Agreement shall be terminated forthwith
upon any one or more of the following events:
(a) the death of Rudd;
(b) at the election of G.G., upon:
(i) the conviction of Rudd for a crime involving fraud or moral turpitude; or
(ii) the unreasonable refusal by Rudd to render services as required under
this Agreement; or
(c) at the election of Rudd, upon giving not less than 90 days' written
notice to the Company of his intention to terminate this Agreement.
4. FORCE MAJEURE
4.01 No party will be liable for its failure to perform any of its obligations
under this Agreement due to a cause beyond its reasonable control (except those
caused by its own lack of funds) including, but not limited to acts of God,
fire, storm, flood, explosions, strikes, lockouts or other industrial
disturbances, act of the public enemy, riots, laws, rules and regulations or
orders of any duly constituted governmental authority, including environmental
protection agencies, or nonavailability of materials or transportation (each an
"Intervening Event").
4.02 All time limits imposed by this Agreement will be extended by a period of
equivalent to the period of delay resulting from an Intervening Event described
in paragraph 5.01 hereof
4.03 A party relying on the provisions of paragraph 4.01 hereof will take all
reasonable steps to eliminate any Intervening Event and, if possible, will
perform its obligations under this Agreement as far as practical, but nothing
herein will require such party to settle or adjust any labour dispute or to
question or to test the validity of any law, rule, regulation or order of any
duly constituted governmental authority or to complete its obligations under
this Agreement if an Intervening Event renders completion impossible.
<PAGE>
Page 4
5. NOTICE
5.01 Any notice, direction, cheque or other instructions required or permitted
to be given under this Agreement shall be in writing and may be given by the
delivery of the same or by mailing the same by prepaid registered or certified
mail or by sending the same by telegram, telex, telecommunication or other
similar forms of communication including facsimile, in each case addressed to
the intended recipient at the address of the respective party set out on the
front page hereof
5.02 Any notice, direction, cheque or other instrument aforesaid will, if
delivered, be deemed to have been given and received on the day it was
delivered, and if mailed, be deemed to have been given and received on the third
business day following the day of mailing, except in the event of a disruption
of the postal service in which event notice will be deemed to be received only
when actually received and, if sent by telegram, telex, fax machine,
telecommunication or other similar form of communication, be deemed to have been
given or received on the day it was so sent.
5.03 Any party may at any time give to the other notice in writing of any
changes or address of the party giving such notice and fi7orn and after the
giving of such notice the address or addresses therein specified will be deemed
to be the address of such party for the purposes of giving notice hereunder.
6. WAIVER
6.01 If any provision of this Agreement shall fail to be strictly enforced or
any party shall consent to any actions by any other party or shall waive any
provision as set out herein such action by such party shall not be construed as
a waiver thereof other than at the specific time that such waiver or failure to
enforce takes place and shall at no time be construed as a consent, waiver or
excuse for any failure to perform and act in accordance with this Agreement at
any past or future occasions.
7. FURTHER ASSURANCES
7.01 Each of the parties hereto shall from time to time and at all times do all
such further acts and execute and deliver all further deeds and documents as
shall be reasonably required in order to fully perform and carry out the terms
of this Agreement. For greater certainty this section shall not be construed as
imposing any obligation on any party to provide guarantees.
8. ENTIRE AGREEMENT
8.01 This Agreement embodies the entire agreement and understanding between
G.G. and Rudd and supersedes all prior agreements and undertakings, whether
oral or written, relative to the subject matter hereof
<PAGE>
Page 5
9. AMENDMENT
9.01 This Agreement may be changed orally but only by an agreement in writing
by the party or parties against which enforcement, waiver, change, modification
or discharge is sought.
10. ARBITRATION
10.01 If any question, differences or disputes shall arise between the parties
in respect of any matters arising under this Agreement or in relation to the
construction hereof the same shall be determined by the award of three
arbitrators to be named as follows:
(a) the party sharing one side of the dispute shall name an arbitrator and
give notice thereof to the pay sharing the other side of the dispute;
(b) the party sharing the other side of the dispute shall, within 14 days of
receipt of the notice, name an arbitrator; and
(c) the two arbitrators so named shall, within 15 days of the naming of the
latter of them, select a third arbitrator.
The decision of the majority of these arbitrators shall be made within 30 days
after the selection of the latter of them. The expense of the arbitration shall
be borne equally by G.G and Rudd. If the parties on either side of the dispute
fail to name an arbitrator within the time limit or proceed with the
arbitration, the arbitrator named may decide the question. The arbitration shall
be conducted in accordance with the provisions of the Commercial Arbitrations
Act of the Province of British Columbia as amended, and the decision of the
arbitrator or the majority of the arbitrators, as the case may be, shall be
conclusive and binding upon all parties. The rules and procedures for the
arbitration shall be procedures established in the B.C. Arbitrators Institute
and the appoint authority, if the two arbitrators appointed under paragraph
10.01(a) and (b) cannot agree on the third arbitrator, shall be the B.C.
Arbitrators Institute. The place of arbitration shall be Vancouver, British
Columbia, Canada.
11. RULES AGAINST PERPETUITIES
11.01 If any right, power or interest of either G. G. or Rudd under this
Agreement would violate the Rule against perpetuities, then such right, power
and interest shall terminate at the expiration of 20 years after the death of
the last survivor of all the lineal descendants of his late Majesty, King George
V of England, living on the date of execution of this Agreement.
12. ENUREMENT
12.01 This Agreement shall enure to the benefit and be binding upon the
parties hereto and their respective successors and permitted assigns.
<PAGE>
Page 6
13. GOVERNING LAW
13.01 This Agreement shall be governed by and interpreted in accordance with
the laws of the Province of British Columbia.
14. SEVERABILITY
14.01 If any one or more of the provisions contained herein shall be invalid,
illegal or unenforceable in any respect in any jurisdiction, the validity,
legality and enforceability of such provision shall not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
15. NUMBER AND GENDER
15.01 Words used herein importing the singular number only shall include the
plural, and vice versa, and words importing the masculine gender shall include
the feminine and neuter genders, and vice versa, and words importing persons
shall include firms and corporations.
16. HEADINGS
16.01 The division of this Agreement into articles and sections and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.
17. TIME OF THE ESSENCE
17.01 Time shall be of the essence in the performance of this Agreement.
18. CONFIDENTIAL INFORMATION
18.01 Until such time as the same may become publicly known, Rudd agrees that
any information provided to it by G.G. of a confidential nature will not be
revealed or disclosed to any person or entity, except in the performance of this
Agreement, and upon termination of this Agreement, Rudd shall return to G.G. any
original documentation provided by G.G.
<PAGE>
Page 7
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day, month and year first above written.
G. G. STUDIOS INC.
Per: /s/ J. Meier
- -----------------
Chairman
WITNESSED:
/s/ Richard T. Hethey /s/ Dennis Rudd
- --------------------- ---------------
Signature Dennis Rudd
Richard T. Hethey
- --------------------
Print Name
397 Ventura Crescent
- --------------------
Address
North Van, BC V7N 3G7
<PAGE>
Page 8
(Letter of Resignation handwritten by Dennis Rudd.)
Dec. 8, 1998
Jim Meier
Meier Worldwide Intermedia Inc.
#320-1100 Melville Street
Vancouver, B.C. V6E 4A6
Dear Jim,
I'd like to take this opportunity to personally thank you for acquiring G.G.
Studios and affording me the opportunity to work with the M.W. I. organization.
It is with both sadness and some joy that I announce my retirement from G. G.
Studios Inc., both as president and operating manager. The challenges and
rewards have not been fulfilling my daily requirements to maintain the lifestyle
for which I have aspired. The experiences along the way have helped me grow and
I have learned a great deal about people and the film industry,
I am giving thirty days notice of my departure, during which time I will rebook
the A-frame studio for the new year, brief a replacement and tie up any
outstanding issues. I will have (unreadable name) forward an accounting summary
to head office.
I would also at this time request an interview with you to apply for a V.P.
position at Meier Worldwide, overseeing the development of a one stop studio
Mecca and create history in B.C. on behalf of MWI.
Sincerely
By: /s/ Dennis Rudd
<PAGE>
Exhibit 4e
Share Purchase Option
THIS OPTION AND AGREEMENT made March 4,1998
BETWEEN:
MEIER WORLDWIDE INTERMEDIA INC., a Nevada corporation, having an office
at 250-1075 West Georgia Street, Vancouver, BC, Canada V6E 3C9;
(the "Optionor)
OF THE FIRST PART
AND:
HARRY EVANS, Businessman, of 1777 Via Verde Drive, Rialto, CA,
USA 92376;
(the "Optionee")
OF THE SECOND PART
NOW THEREFORE THIS OPTION AND AGREEMENT WITNESSES that in consideration of
the sum of $10.00 paid by the Optionee to the Optionor, and other good and
valuable consideration (the receipt and sufficiency of which is by the Optionor
hereby acknowledged), the parties hereto agree as follows:
1. The Optionor hereby grants to the Optionee the sole, exclusive and
irrevocable option to purchase at any time during the period hereinafter
specified 100,000 shares of Common Stock of the Optionor at a price of US$ 1.00
per share (the "Shares").
2. This option may be exercised at any time after March 4, 1999 until 5:00
p.m. on March 4, 2003, at which time this option shall terminate and be null
and void and no longer binding on either party hereto.
3. This option may be exercised in whole or in part at any time and from
time to time by giving the Optionor written notice specifying the number of
Shares being purchased, accompanied by payment in full for the number of Shares
so purchased, whereupon the Optionor shall forthwith deliver to the Optionee a
certificate representing the Shares so purchased.
4. If any change is made to the issued shares of the Optionor which are the
same class and kind as the Shares by way of consolidation, subdivision,
reclassification, amalgamation or otherwise at any time before this option is
exercised, the Shares shall be deemed to be increased or decreased to such
number or altered to such class and kind as would have resulted from such change
if this option had been exercised before the date of such change.
5. Time shall be of the essence of this option and agreement.
6. This option and agreement are personal to the Optionee and may no be
assigned by the Optionee.
<PAGE>
7. This Agreement will enure to the benefit of and be binding on the parties
and their respective successors, and will be interpreted with such changes of
gender and number as the context hereof requires.
8. This Agreement constitutes the entire agreement, and supersedes all previous
understandings, expectations, communications, representations and agreements,
whether written or verbal, between the parties with respect to the subject
matter hereof.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day and year first above written.
MEIER WORLDWIDE INTERMEDIA INC.
Per: /s/Jim Meier
- ------------------------
/s/Harry Evans
- ------------------------
HARRY EVANS
<PAGE>
Exhibit 4f
Share Purchase Option
THIS OPTION AND AGREEMENT made October 23, 1998.
BETWEEN:
MEIER WORLDWIDE INTERMEDIA INC., a Nevada corporation, having an
office at Suite 320-1100 Melville Street, Vancouver, B.C. Canada
V6E 4A6;
(the "Optionor")
OF THE FIRST PART
AND:
MEIER ENTERTAINMENT GROUP INC. Suite 320 - 1100 West Georgia Street
Vancouver, B.C. V6E 4A6
(the "Optionee")
OF THE SECOND PART
NOW THEREFORE THIS OPTION AND AGREEMENT WITNESSES that in consideration of
the sum of $10.00 paid by the Optionee to the Optionor, and other good an
valuable consideration (the receipt and sufficiency of which is by the Optionor
hereby acknowledges), the parties hereto agree as follows:
1. The Optionor hereby grants to the Optionee the sole, exclusive and
irrevocable option to purchase at any time during the period hereinafter
specified 1,000,000 shares of Common Stock of the Optionor at a price of US$1.00
per share (the "Shares").
2. This option may be exercised at any time after October 23, 1998 until 5:00
p.m. on October 23, 2003 at which time this option shall terminate and be null
and void and no longer binding on either party hereto.
3. Those options may be exercised in whole or in part at any time and form
time to time by giving the Optionor written notice specifying the number of
Shares being purchased, accompanied by payment in full for the number of Shares
so purchased, whereupon the Optionor shall forthwith deliver to the Optionee a
certificate representing the Shares so purchased.
4. If any change is made to the issued shares of the Optionor which are the
same class and kind as the Shares by way of consolidation, subdivision,
reclassification, amalgamation or otherwise at any time before this option is
exercised, the Shares shall be deemed to be increased
<PAGE>
Page 2
or decreased to such. number or altered to such class and kind as would have
resulted from such change if this option had been exercised before the date of
such change
5 Time shall be of the essence of this option and agreement.
6. This option and agreement are personal to the Optionee -and may not be
assigned by the optionee.
7. This Agreement will enure to the benefit of and be binding on the parties
and their respective successors, heirs, executors and administrators, and will
be interpreted with such changes or gender and number as the context hereof
requires.
8 This Agreement constitutes the entire agreement, and supercedes all
previous understandings, expectations, communications, representations and
agreements, whether written or verbal, between the parties with respect to the
subject matter hereof.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and year first above written.
MEIER WORLDWIDE INTERMEDIA INC
Per: /s/Jim Meier
------------------
Authorized Signatory
/s/Jim Meier
- -----------------------
JAMES MEIER, PRESIDENT
MEIER ENTERTAINMENT GROUP INC.
<PAGE>
Exhibit 4g
Share Purchase Option
THIS OPTION AND AGREEMENT made March 17,1999
BETWEEN:
MEIER WORLDWIDE INTERMEDIA INC., a Nevada corporation, having an office
at Suite 320-1100 Melville Street, Vancouver, BC, Canada V6E 4A6;
(the "Optionor")
OF THE FIRST PART
AND:
JOHN MEIER, Businessman;
(the "Optionee")
OF THE SECOND PART
NOW THEREFORE THIS OPTION AND AGREEMENT WITNESSES that in consideration of
the sum of $10.00 paid by the Optionee to the Optionor, and other good and
valuable consideration (the receipt and sufficiency of which is by the Optionor
hereby acknowledged), the parties hereto agree as follows:
1. The Optionor hereby grants to the Optionee the sole, exclusive and
irrevocable option to purchase at any time during the period hereinafter
specified 500,000 shares of Common Stock of the Optionor at a price of US$0.75
per share (the "Shares").
2. This option may be exercised at any time after March 17, 1999 until 5:00
p.m. on March 17, 2004, at which time this option shall terminate and be null
and void and no longer binding on either party hereto.
3. This option may be exercised in whole or in part at any time and from time
to time by giving the Optionor written notice specifying the number of Shares
being purchased, accompanied by payment in full for the number of Shares so
purchased, whereupon the Optionor shall forthwith deliver to the Optionee a
certificate representing the Shares so purchased.
4. If any change is made to the issued shares of the Optionor which are the
same class and kind as the Shares by way of consolidation, subdivision,
reclassification, amalgamation or otherwise at any time before this option is
exercised, the Shares shall be deemed to be increased or decreased to such
number or altered to such class and kind as would have resulted from such change
if this option had been exercised before the date of such change.
5. Time shall be of the essence of this option and agreement.
<PAGE>
Page 2
6. This option and agreement are personal to the Optionee and may not be
assigned by the Optionee.
7. This Agreement will enure to the benefit of and be binding on the parties
and their respective successors, heirs, executors and administrators, and will
be interpreted with such changes of gender and number as the context hereof
requires.
8. This Agreement constitutes the entire agreement, and supersedes all
previous understandings, expectations, communications, representations and
agreements, whether written or verbal, between the parties with respect to the
subject matter hereof.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day and year first above written.
MEIER WORLDWIDE INTERMEDIA INC.
Per: /s/Jim Meier
--------------------------
Authorized Signatory
/s/John H. Meier
--------------------------
John Meier
<PAGE>
Exhibit 4h
Share Purchase Option
THIS OPTION AND AGREEMENT made March 17,1999
BETWEEN:
MEIER WORLDWIDE INTERMEDIA INC., a Nevada corporation, having an
office at Suite 320-1100 Melville Street, Vancouver, BC, Canada
V6E 4A6;
(the "Optionor")
OF THE FIRST PART
AND:
ALEXANDRA ROSE, Producer;
(the "Optionee")
OF THE SECOND PART
NOW THEREFORE THIS OPTION AND AGREEMENT WITNESSES that in consideration of
the sum of $10.00 paid by the Optionee to the Optionor, and other good and
valuable consideration (the receipt and sufficiency of which is by the Optionor
hereby acknowledged), the parties hereto agree as follows:
1. The Optionor hereby grants to the Optionee the sole, exclusive and
irrevocable option to purchase at any time during the period hereinafter
specified 200,000 shares of Common Stock of the Optionor at a price of US$0.75
per share (the "Shares").
2. This option may be exercised at any time after March 17,1999 until 5:00
p.m. on March 17, 2004, at which time this option shall terminate and be null
and void and no longer binding on either party hereto.
3. This option may be exercised in whole or in part at any time and from
time to time by giving the Optionor written notice specifying the number of
Shares being purchased, accompanied by payment in full for the number of Shares
so purchased, whereupon the Optionor shall forthwith deliver to the Optionee a
certificate representing the Shares so purchased.
4. If any change is made to the issued shares of the Optionor which are the
same class and kind as the Shares by way of consolidation, subdivision,
reclassification, amalgamation or otherwise at any time before this option is
exercised, the Shares shall be deemed to be increased or decreased to such
number or altered to such class and kind as would have resulted from such change
if this option had been exercised before the date of such change.
5. Time shall be of the essence of this option and agreement.
<PAGE>
6. This option and agreement are personal to the Optionee and may not be
assigned by the Optionee.
7. This Agreement will enure to the benefit of and be binding on the parties
and their respective successors, heirs, executors and administrators, and will
be interpreted with such changes of gender and number as the context hereof
requires.
8. This Agreement constitutes the entire agreement and supersedes all
previous understandings, expectations, communications, representations and
agreements, whether written or verbal, between the parties with respect to the
subject matter hereof.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day and year first above written.
MEIER WORLDWIDE INTERMEDIA INC.
Per: /s/Jim Meier
- ------------------------
Authorized Signatory
- ------------------------
ALEXANDRA ROSE
<PAGE>
Exhibit 4i
Bill of Sale
In consideration of the sum of $10.00 Canadian funds and other good and valuable
consideration, MEIER WORLD WIDE INTERMEDIA INC., a Nevada company, hereby
transfers, sells and assigns to MEIER ENTERTAINMENT GROUP INC., a Canadian
company:
(a) 1,000 common shares of Meier Studios Inc., a British Columbia company;
(b) 1,000 common shares of Meier Studios (B.B.) Inc., a British Columbia
company;
(c) 1,000 common shares of Meier Studios (Lake City) Inc., a British Columbia
company;
(d) 9,000,000 common shares of Meier Worldwide Intermedia Inc., a British
Columbia company; and
(e) 1,000 common shares of G.G. Studios Inc., a British Columbia company.
Dated November 1, 1998.
MEIER WORLDWIDE INTERMEDIA INC.
Per: /s/Jim Meier
- -----------------------
Authorized Signatory
<PAGE>
MEIER WORLDWIDE INTERMEDIA INC.
(the "Company")
RESOLUTIONS OF THE DIRECTORS
----------------------------
SALE OF SUBSIDIARY COMPANIES
- ----------------------------
RESOLVED THAT, in consideration of the sum of $10.00 Canadian funds and other
good and valuable consideration, the Company transfer, sell and assign to MEIER
ENTERTAINMENT GROUP INC., a Canadian company:
(a) 1,000 common shares of Meier Studios Inc., a British Columbia company;
(b) 1,000 common shares of Meier Studios (B.B.) Inc., a British Columbia
company;
(c) 1,000 common shares of Meier Studios (Lake City) Inc., a British Columbia
company;
(d) 9,000,000 common shares of Meier Worldwide Intermedia Inc., a British
Columbia company; and
(e) 1,000 common shares of G.G. Studios Inc., a British Columbia company.
Dated: November 1, 1998
/s/Jim Meier
- ---------------------
Jim Meier
/s/Harry Evans
- ---------------------
HARRY EVANS
/s/Carrie Hunter
- ---------------------
CARRIE HUNTER
<PAGE>
Exhibit 4j
EMERSON BENNETT
& ASSOCIATES
August 5, 1998
Jim Meier, President
Meier Worldwide Intermedia, Inc.
Suite 320-1100 Melville Street
Vancouver. BC V6E4A6
Re: Financial Advisory Agreement between Emerson Bennett & Associates and Meier
Worldwide Intermedia, Inc.
Mr. Meier:
This letter is to confirm our understanding that Emerson Bennett & Associates
(the "Financial Advisor,) has been engaged as a non-exclusive financial advisor
by Meier Worldwide Intermedia, Inc. (the "Company") for a period of one-year
commencing on the date of execution. This agreement (the "Agreement") between
the Company and the Financial Advisor shall not be an exclusive agreement and
nothing in this agreement should be construed as a binding exclusive commitment
to use Emerson Bennett & Associates as the Sole Financial Advisor. In connection
with the foregoing assignment, the Financial Advisor will provide the following
services to the Company:
1. Study and review the business, operations, historical financial
performance of the Company (based upon management's forecast of financial
performance) as to enable the Financial Advisor to provide advice to the
Company:
2. Assist the Company in attempting to formulate the optimal strategy to
meet the Company's working capital and capital resources needs during the
period of this Agreement;
3. Assist in the formulation of the terms and structure of any reasonable
proposed business combination transaction ("Transaction") involving the
Company and presented to the Company;
4. Assist the Company in obtaining debt and/or equity financing in such
amounts that the Company and the Financial Advisor agree are required for
the purpose of financing the operations ("Financing");
5. Assist in any presentation to the Board of Directors of the Company, as
requested, in connection with a proposed Transaction or Financing;
6. If requested, render an opinion ("Fairness Opinion") to the Board of the
Company as to whether the consideration is to be paid in any proposed
acquisition of any business by the Company from a financial point of view;
and,
7. Advise the Company as to the expected reaction of the financial community
to any Transaction and assist in determining the optimum means of
communicating the pertinent aspects, such as strategic considerations,
benefits to the Company and the financial impact to the financial community.
For our providing the financial advisory and investment banking services, the
Company agrees to compensate the Financial Advisor as follows:
FINANCIAL ADVISORY FEE
A financial advisory fee ("Financial Advisory Fee") of a total of $500.00 (U.S.
Dollars) which is due upon your counter-signing this agreement. In addition, the
company shall issue (a) 350,000 shares of common stock, which shall be issued
pursuant to Rule 504 no later than 30 days from the date of this agreement; and,
(b) 100,000 options to purchase the common stock of the Company at $ 1.25 US
Dollars per share, to be undertaken as a cashless exercise to purchase common
stock issued under Rule 504. It is understood that all of the before-mentioned
stock, including the common stock underlying the purchase options, should be
free from any restrictions and/or encumbrances at the time of issuance and any
time thereafter.
Corporate Headquarters, Florida: 6261 N.W. 6th Way, Suite 207, Fort Lauderdale
FL 33309 - Toll Free: (800) 652-8262 - Tel: (954) 776-6118 - Fax: (954) 776-2794
Westchester Office: 4 West Red Oak Lane, Suite 302. Harrison, NY 10528 - Toll
Free: (888) 330-8262 - Tel: (914) 694-9500 - Fax (914) 694-9517
Member: NASD - MSRB - SIPC
<PAGE>
FAIRNESS OPINION FEE
A Fee ("Fairness Opinion Fee") in the minimum amount of $500.00 (U.S. Dollars)
in connection with each and every Fairness Opinion provided to the Company's
Board of Directors is payable against delivery of such opinion. During the term
of this Agreement, the Financial Advisor will have a right of first opportunity
with respect to each and every Fairness Opinion required by the Board of
Directors.
WARRANT SOLICITATION FEE
A warrant solicitation fee ("Warrant Solicitation Fee") in the amount of 10% of
the gross proceeds received by the Company for exercise of its warrants during
the term of its agreement (payable within 30 days of the Company's receipt of
such proceeds), provided that the payment of such fee is consistent with all
applicable federal and state laws, and the articles, by-laws, rules, regulations
and interpretations of the National Association of Securities Dealers, Inc. and
each exchange of which the Financial Advisor is a member.
TRANSACTION FEE
A transaction fee (the "Transaction Fee") will be payable upon the closing of a
Transaction as follows: 5% of any amount up to a cumulative total of one million
dollars; 4% of the next million dollars; 3% of the next million dollars; 2% of
the next million dollars; and, 1% of the balance of the value of the
transaction. The Transaction Fee will be in no way less than $10,000 for any
transaction consummated by the Company in which the Financial Advisor introduced
the other party to the Company during a period ending five years from the date
hereof
A Transaction means everything paid or payable by one party to the other in a
transaction, including but not limited to cash, securities, promissory notes,
any loans as an integral part of the transaction, earnings, assumed obligations,
covenants not to compete, consulting agreements, employment contracts, bonuses,
leases or rent, and any other economic benefits, rights, property, or interest
including, payments contingent upon future events or conditions. Any such
Transaction Fee due to the Financial Advisor will be paid in cash or other
consideration that is acceptable to the Financial Advisor at the closing of the
particular Transaction for which the Transaction Fee is due.
FINANCING FEE
In the event that the Company issues, sells or obtains any Financing in the form
of. (a) Senior Debt and/or Bank Credit (or any form of senior indebtedness) in a
private transaction, the Company will pay the Financial Advisor a fee with
respect to such Financing in an amount equal to ten percent (10%) together with
a non-accountable expense allowance of three percent of the amount of all such
financing obtained or committed payable in the event of and on the date of
closing of the financing; (b) Subordinated Debt Financing or Convertible
Subordinated Debt Financing in a private transaction, the Company will pay the
Financial Advisor a fee with respect to such Financing in an amount equal to
ten percent (10%) together with a non-accountable expense allowance of three
percent (3%) of the gross proceeds of such Financing payable in the event of and
on the date of closing of the Financing; (c) Common and/or Preferred Stock will
pay the Financial Advisor a fee with respect to such Equity Securities in an
amount equal to ten percent (10%) of the gross proceeds of such Financing
together with a non-accountable expense allowance equal to three percent (3%)
of the gross proceeds of such Financing and Warrants to purchase such Equity
Securities sold by the Company in the Financing to equal ten percent (10%) of
the aggregate number of Equity Securities sold by the Company at the same price
and terms as those sold in a private transaction, all of which shall be payable
in the event of and on the date of the closing of the Financing: (d) a public
issuance or sale of Debt and/or Equity Securities, a fee with respect to such
issuance or safe in an amount equal to ten percent (10%) of the gross proceeds
of such Financing together with a non-accountable expense allowance equal to
three percent (3%) of the gross proceeds of such Financing and, in the event of
the public issuance or sale of Equity Securities, Wan-ants to purchase such
Equity Securities or to be sold by the Company equal to ten percent (10%) of
the aggregate amount of Equity Securities so issued or sold
<PAGE>
at such price and terms as shall be allowed by the NASD Regulations'
interpretation - all of which shall be payable in the event of and on the date
of the closing of the financing.
In the event that the Company engages in the issuance of securities or any other
Financing transaction, the Financial Advisor would discuss their possible
assistance to the Company in such Financing at the time. In addition to any fees
that may be payable to the Financial Advisor hereunder and regardless of whether
any Transaction of Financing is consummated, the Company hereby agrees upon
request to reimburse the Financial Advisor (a) for all reasonable travel, legal
and all other out of pocket expenses incurred in performing the services
hereunder (it is understood that reimbursement for expenses in excess of $200.00
shall be subject to the prior approval of the Company, such approval not to be
unreasonably withheld); and (b) for all reasonable travel, legal, and out of
pocket expenses incurred in assisting the Company to prepare for, or defend
against, any action, suit, proceeding or claim brought or threatened to be
brought or otherwise participating in any such action, suit, proceeding or
claim.
INDEMNIFICATION
Recognizing the matters of the type contemplated in this engagement sometimes
result in litigation and the Financial Advisor's role is advisory, the Company
agrees to hold the affiliated companies and any director, officer, employee or
agent of the Financial Advisor) and any other controlling person within the
meaning of Section 15 of the Securities Act of 1993 (the " 1993 Act") or Section
20 (a) of the Securities Exchange Act 1934 (the " 1934 Act") of the Financial
Advisor (including any of its affiliated companies) (collectively, "Indemnified
Persons") from and against any and all losses claims, damages, liabilities or
expenses whatsoever as incurred by any Indemnified Person in investigating,
preparing or defending any litigation or proceeding, commenced or threatened, or
in connection with any claim whatsoever, whether or not resulting in any
liability, to which such Indemnified Person may become subject under any
applicable Federal or state law or otherwise cause by, arising out of or bases
upon or otherwise relating to or in connection with the Financial Advisor's
engagement hereunder, or any Transaction. If such indemnification were for any
reason not to be available, the Company agrees to contribute to the settlement,
loss or expenses involved in the proportion that the Company's interest bears to
the Financial Advisor's interest in any transaction referred to herein under the
Financial Advisor pursuant to this letter. However, such indemnification and
contribution shall not apply to any claim, loss or expense, which is finally
adjudicated to have arisen solely from Financial Advisor's gross negligence or
willful misconduct in performing its services hereunder.
ACCEPTANCE OF AGREEMENT CONDITIONS
In recognition and acceptance of the aforementioned terms and conditions, the
following signatures are representative of the corresponding parties and their
respective roles, responsibilities, and expectations as delineated in the
material above:
Date Aug. 7, 1998 Date August 5, 1998
------------ --------------
The Company: The Financial Advisor:
Jim Meier, President Brentley C. Martin, President
Meier Worldwide Intermedia. Inc. Emerson Bennett & Associates
<PAGE>
Exhibit 4k
CONVERTIBLE LINE OF CREDIT AGREEMENT
THIS AGREEMENT made between GRANITE HILL LIMITED, a Niue Borrower having its
registered office at No. 2 Commercial Centre Square, Alofi, Niue (the "Lender"),
and MEIER WORLDWIDE INTERMEDIA INC. (the "Borrower"), a Nevada corporation
having an office at Suite 320-1100 Melville Street, Vancouver, BC V6E 4A6,
WITNESSES THAT in consideration of the Lender providing the line of credit
described below, the parties agree as follows:
1. Line of Credit. The parties acknowledge that the Lender advanced to the
---------------
Borrower the sum of $100,000.00 Canadian currency on December 4, 1998. Pursuant
to this Agreement, the Lender has agreed to provide a line of credit to the
Borrower in the principal amount of up to $300,000.00 Canadian currency, of
which the $100,000.00 already advanced shall form a part. The Lender shall
advance additional funds up to the aforesaid maximum amount when and as directed
by the Borrower until December 31, 1999.
2. Payment. The Borrower shall pay to the Lender on demand, the amount of all
-------
indebtedness owing by the Borrower to the Lender in respect of this Agreement,
together with interest thereon at the rate of 8% per annum. calculated annually
from the date of each advance.
3, Promissory Notes. The Borrower shall deliver to the Lender from time to time,
-----------------
promptly on request by the Lender and in form and substance satisfactory to the
Lender, demand promissory notes or other acknowledgement of debt evidencing the
amount of each advance made under this line of credit.
4. Conversion. The Lender or the Borrower may from time to time convert all or
----------
part of the principal amount advanced under this line of credit into common
shares of the Borrower at the rate of $0.20 United States currency per share
during the term of this Agreement. Such conversion shall constitute full payment
of the indebtedness owing by the Borrower to the Lender in respect of the
principal amount converted, including all accrued but unpaid interest thereon.
5. Capital Alteration. If any change is made to the issued shares of the
-------------------
Borrower by way of consolidation, subdivision, reclassification, amalgamation
or otherwise at any time before conversion of the indebtedness, the shares for
conversion shall be deemed to be increased or decreased to such number or
altered to such class and kind as would have resulted from such change if such
conversion had occurred before the date of such change.
6. Interpretation. All words denoting the singular shall be pluralized
---------------
throughout this Agreement as the context requires and all words denoting gender
shall be construed as the context requires and will include a body corporate
where the context requires.
7. Enurement. This Agreement is in addition to any other debt instrument,
----------
security or agreement between the Lender and the Borrower, and shall enure to
the benefit of the Lender, its successors and assigns, and shall be binding on
the Borrower, its successors and assigns,
8. Jurisdiction. The Borrower agrees that any legal action or proceeding against
-------------
it with respect to this Agreement may be brought in British Columbia or in such
other court as the Lender may elect and, by execution and delivery of this
Agreement, the Borrower irrevocably submits to each such jurisdiction.
DATED: April 9, 1999
GRANITE HILL LIMITED MEIER WORLDWIDE INTERMEDIA INC.
Per: /s/ Per: /s/ Jim Meier
- ------------------------- -------------------------
Authorized Signatory Authorized Signatory
<PAGE>
Promissory Note {CANCELLED}
$50,000.00 CDN Date: June 27, 1999
FOR VALUE RECEIVED, MEEIER WORLDWIDE INTERMMDIA INC. (the "Promissor") hereby
promises to pay to GRANITE HILL LIMITED, or such other holder for the time being
hereof (the "Holder") at Vancouver, Canada, the principal amount of Fifty
Thousand Dollars ($50,000.00) 'in Canadian funds (the "Principal Amount"),
together with interest thereon at the rate of eight per cent (8%) per annum
calculated annually, ON DEMAND.
Time shall be of the essence of this Note. Extension of time for payment of all
or any part of the amount owing hereunder at any time or times or failure of the
Holder to enforce any of the rights or remedies hereunder, shall not release the
Promissor and shall not constitute a waiver of the rights of the Holder to
enforce such rights and remedies thereafter.
The Promissor hereby waives demand and presentment for payment, notice of
non-payment, protest and notice of protest of this Note.
IN WITNESS WHEREOF the Promissor has executed this Note on June 27, 1999
MEIER WORLDWIDE INTERMEDIA INC.
Per: /s/ Jim Meier
- ------------------
Authorized Signatory
<PAGE>
Promissory Note {CANCELLED}
$100,000.00 CDN Date: December 4, 1998
FOR VALUE RECEIVED, MEIER WORLDWIDE INTERMEDIA INC. (the "Promissor") hereby
promises to pay to GRANITE HILL LIMITED, or such other holder for the time being
hereof (the "Holder") at Vancouver, Canada, the principal amount of One Hundred
Thousand Dollars ($100,000.00) in Canadian funds (the "Principal Amount"),
together with interest thereon at the rate of eight per cent (8%) per annum
calculated annually, ON DEMAND.
Time shall be of the essence of this Note. Extension of time for payment of all
or any part of the amount owing hereunder at any time or times, or failure of
the Holder to enforce any of the rights or remedies hereunder, shall not release
the Promissor and shall not constitute a waiver of the rights of the Holder to
enforce such rights and remedies thereafter.
The Promissor hereby waives demand and presentment for payment, notice of
non-payment, protest and notice of protest of this Note.
IN WITNESS WHEREOF the Promissor has executed this Note on December 4, 1998.
MEIER WORLDWIDE INTERMEDIA INC.
Per: /s/ Jim Meier
- ------------------
Authorized Signatory
<PAGE>
Exhibit 5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Meier Worldwide Intermedia, Inc.
We hereby consent to the use of our report dated September 24, 1999, in the
registration statement of Meier Worldwide Intermedia, Inc., filed in Form 10-SB
in accordance with Section 12 of the Securities Exchange Act of 1934.
Andersen Andersen & Strong, L.C.
/s/ L. REX ANDERSEN
Salt Lake City, Utah
September 24, 1999
<PAGE>
Exhibit 6
MEIER WORLDWIDE INTERMEDIA INC.
Subsidiaries of the Registrant
------------------------------
H.R.H. Productions Inc. ("H.R.H.") was formed as the subsidiary that will
produce the movie based on the life of John Meier. This story is featured in the
book "Age of Secrets, The Conspiracy that toppled Richard Nixon and the Hidden
Death of Howard Hughes". H.R.H. was incorporated under British Columbia law in
October 1997
Meier Rose Pictures Inc. ("Meier Rose") was incorporated in British Columbia on
April 28, 1999, as a film production company in partnership with Alexandra Rose,
Chief Operating Officer of the company. Rose is serving as producer of some
projects while supervising several films that the company intends to produce.
The production of these films is subject to the availability of financing. ,
Each film will be produced through subsidiaries.
Meier Rose Pictures Inc. ("US") was incorporated on April 19, 1999 in Nevada,
U.S.A. as a film production company and is currently dormant.
Meier Studio Management Inc. a British Columbia company was incorporated on
March 26, 1998. The company was originally formed to control and manage all of
the studio subsidiaries that were subsequently disposed of (see same page below)
as of November 1, 1998 and is currently dormant.
Meier Entertainment Security Inc. a British Columbia company was
incorporated on September 16, 1998. This company was established to provide
personal and production site security services for the entertainment industry
and is currently dormant
Subsidiaries disposed of by the Registrant as of November 1. 1998
-----------------------------------------------------------------
MEIER STUDIOS INC.
Place of incorporation: British Columbia
Trade name: Meier Studios
G.G. STUDIOS INC.
Place of incorporation: British Columbia
Trade name: G. G. Studios
MEIER STUDIOS [LAKE CITY] INC.
Place of incorporation: British Columbia
Trade name; Lake City Studio
MEIER WORLDWIDE INTERMEDIA INC. (B.C.)
Place of incorporation: British Columbia
Trade name: MWI (B.C.)
MEIER STUDIOS (B.B.) INC.
Place of incorporation: British Columbia
Trade name: Meier BB.
<PAGE>
Page 52
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
MEIER WORLDWIDE INTERMEDIA, INC.
(Registrant)
Date: September 30, 1999 By: /s/ JAMES MEIER
-------------------
James Meier, President
