FORM 8 - K
CURRENT REPORT
FISCAL YEAR ENDING AUGUST 31, 1998
MERIT DIVERSIFIED INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Nevada 0 - 212423 94 2906927
(State of Incorporation) (Commission File Number) (U.S. Employer ID Number)
1801 Avenue of the Stars, Suite 635, Los Angeles, CA 90067
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (310) 552-0870
ITEM 1: Changes in Control of Registrant:
Controlling interest in MERIT DIVERSIFIED INTERNATIONAL, INC., a Nevada
Corporation, and its predecessor (the "Company"), was transferred from
Jen Investment Corporation to the following entities:
1. Selective Entertainment 3,250,000 shares
2. United Assurance Company, Ltd. 3,250,000 shares
3. Apple Juice Productions 3,250,000 shares
4. International Synergy Corporation 3,250,000 shares
5. International Annuity Trust Corporation 3,250,000 shares
6. IAT Mortgage Bankers 3,250,000 shares
7. Robert Rooks 500,000 shares
ITEM 2: Acquisition or Disposition of Assets:
As a result of the transfer of controlling interest, the above listed
companies in ITEM 1 have irrevocably committed to transfer into the
Company assets having a value $5,000,000. It is anticipated that the
initial assets will be transferred into the Company in the 3rd quarter
of the year 1999 and will consist of the following assets:
1. Master Tapes: Value of $1,203,814 appraised by George L. (Sonny) Carter,
Tape Librarian, MCA Records, Inc.
2. Films: Two motion pictures ready for production; value of 880,000
appraised by Dr. Philip Chamberlin of the Academy of Motion Picture
Arts & Sciences.
MERIT DIVERSIFIED INTERNATIONAL, INC., a Nevada Corporation and its
predecessors (the "Company"), has revoked the acquisition of the contracts
and technology transfer from Amwest Environmental Group (AEG). The Company
will no longer be acquiring AEG technology and management; and therefore,
the Company no longer plans to build Solid Waste Plants and Cleanup Sites
to make cinder blocks and bricks.
ITEM 3: Legal Proceedings - Bankruptcy or Receivership:
There are no legal, bankruptcy and/or receivership proceedings.
ITEM 4: Changes in Registrant's Certifying Accountant:
The new accounting firm representing the Company shall be:
Andrew M. Smith, CPA
3711 Long Beach Blvd., Suite 809
Long Beach, Ca., 90807
ITEM 5: Other Events:
1. The Company is in the process of changing its transfer agent to: Pacific
Stock Transfer Agency, 5844 South Pecos Road, Suite D, Las Vegas, Nv., 89120
2. The Company will seek shareholders' approval to change the Company's name
from "Merit Diversified International Inc" to "MP3 Entertainment.com"
ITEM 6: Registrant's Directors:
Executive Officers of the Registrant:
The Executive Officers of the Company are listed below:
Robert Rooks, President
Cal Burton, Vice President
Kurtis Blow, Vice President
Fred Rector, Vice President
Hiroko Sagawa, Treasurer
Dwight Mallette, Secretary (Sole Director)
ITEM 7: Market for the Registrant's Common Equity and Related Shareholder
Matter:
The quote below is from the "Pink Sheets" and the OTC Bulletin Board. These
numbers represent an average. The Company's stock was thinly traded in
fiscal year ended.
High Low
BID $.75 $.125
ASK $3.00 $.625
Note
1) As of August 31, 1998, the Company has approximately 1562 shareholders of
record.
2) The Company has not declared any cash dividends on its common stock.
Selected Financial Data:
For Year Ended ________ 1998 1997 1996 1995 1994 1993
Net Sales -0- -0- -0- -0- -0- -0-
Net Income (Loss) -0- -0- -0- (___) (___) (___)
Backlog (Loss) per Share -0- -0- -0- -0- -0- ( .02)
Cash Dividend per Share -0- -0- -0- -0- -0- -0-
Total Assets $ -0- -0- -0- -0- _____ ____
Long-Term Notes Payable -0- -0- -0- -0- -0- -0-
BUSINESS
The Company is preparing to enter the entertainment business with a focus on
selling music over the Internet employing the technology known as "MP3".
Financial Statements and Supplementary Data:
None
SIGNATURES:
Pursuant to the requirements of Section 13 or 15(d), the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
MERIT DIVERSIFIED INTERNATIONAL, INC.
_____________________________________
Robert Rooks, CEO/Director/President (?)
