Quadtech International Inc. – ‘10SB12G/A’ on 7/5/00

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          46    268K 
                          Small-Business Issuer                                  
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      6K 

10SB12G/A   —   Amendment to Registration of Securities of a Small-Business Issuer
Document Table of Contents

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

FORM 10-SB/A/2      

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                                                     
-------                                 

MEIER WORLDWIDE INTERMEDIA INC. 
(Name of Small Business Issuer in Its Charter)  

Nevada                                            52-2079421
--------------------------                           -------------------------- 
(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
    --------------
    (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).

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   TABLE OF CONTENTS

Item                                                                        Page
    PART I

Item 1     Description of Business                                             1
Item 2     Management's Discussion and Analysis or Plan of Operation           8
Item 3     Description of Property                                            11
Item 4     Security Ownership of Certain Beneficial Owners and Management     11
Item 5     Directors, Executive Officers, Promoters and Control Persons       13
Item 6     Executive Compensation                                             14
Item 7     Certain Relationships and Related Transactions                     15
Item 8     Description of Securities                                          16

     PART II

Item 1     Market Price of Registrants Common Equity and Other Shareholder      
             Matters                                                          17
Item 2     Legal Proceedings                                                  18
Item 3     Changes in and Disagreements With Accountants                      19
Item 4     Recent Sales of Unregistered Securities                            19
Item 5     Indemnification of Directors and Officers                          29

      PART F/S

Financial Statements                                                          31

      PART III

Item 1     Index to Exhibits                                                  44
Item 2     Description of Exhibits                                            44

Signature Page                                                                44

     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. Since June 17, 1997 to the present, Mr. Meier. has been managing the 
Company's daily business. Since November 28, 1996, Mr. Meier has been the       
president of a British Columbia incorporated company - Meier Worldwide          
Intermedia Inc. 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. On November 1, 1998, these subsidiaries were disposed of for total
consideration of $6.50 to Meier Entertainment Group Inc., a company owned by    
James Meier, for their failure to produce revenue. They were: Meier Studios     
Inc., incorporated August 25,1997; G.G. Studios Inc., incorporated October 6,   
1997; Meier Worldwide Intermedia Inc. (BC), incorporated November 28, 1996;     
Meier Studios (Lake City) Inc., incorporated December 18, 1997; and Meier       
Studios (B.B.) Inc., incorporated March 26, 1998.                               

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

In 1998 the Company formed two wholly owned subsidiaries.  These are:           

1.   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.").    

2.   Meier Entertainment Security Inc., was 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.                                                 

Meier Studio Management Inc. and Meier Entertainment Security Inc. have never   
conducted and business. It is not anticipated by the management that either     
company will carry on business in the future. Given the foregoing, it is there  
is little probability that either business will continue as viable business     
entities in the future.                                                         

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

The Company paid $2,000.00 for 2,000,000 million shares $0.001 par value shares 
in a recently incorporated Nevada company called Internet Television Network    
("ITN"). This company was incorporated on July 6, 1999, in Nevada, U.S.A. The   
acquisition constitutes a 20% interest in ITN by the Company. ITN plans to carry
out the business of providing real-time interactive multi-media services that   
will be available to the public via the Internet. A business plan is currently  
being completed and ITN's management has yet to determine how they will fund    
this project or the amount of funds that are needed to launch this service. John
Meier is President and Chief Executive Officer of ITN and James Meier is a      
Director. As of August 31, 1999, ITN had not raised any working capital.        

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").                                          
-   Develop interactive video services for the Internet through Internet        
 Television Network (ITN) (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 and sold about 5,000 copies. H.R.H. has not yet determined
 how much funding is required to produce this movie.  At the present time,
management has not identified any sources for the funds necessary to    
   complete this project. Beyond producing the movie based on the life of John
Meier, the Company has no specific plans for future film projects.      

* Meier Rose Pictures Inc. ("Meier Rose") was incorporated in British       
Columbia on April 28, 1999. James Meier is President and Chief Executive
Officer of Meier Rose. The Company owns 2,000 common shares at $0.01 per
share representing a twenty percent (20%) interest in Meier Rose 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%)Meier Rose's
   Chief Operating Officer is veteran Hollywood producer Alexandra Rose. Meier
Rose intends to produce mainstream theatrical motion pictures in British
Columbia, with Alexandra Rose serving as producer. Alexandra Rose is an 

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accomplished Hollywood producer, 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'.
  Ms. Rose was also the producer of "The Other Sister" a Touchstone Pictures
Film starring Diane Keaton released in 1999 by Bella Vista.             

  At present Meier Rose has no employees. There are no contractual terms and
conditions between the Company and Meier Rose, 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.                                           

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 'accomplished 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.                                    

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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.         

Multi-Media Video Technology                                                    

The Company paid $2,000.00 for 2,000,000 million shares $0.001 par value shares 
in a recently incorporated Nevada company called Internet Television Network    
("ITN"). This company was incorporated on July 6, 1999, in Nevada, U.S.A. The   
acquisition constitutes a 20% interest in ITN by the Company. ITN plans to carry
out the business of providing real-time interactive multi-media services that   
will be available to the public via the internet. A business plan is currently  
being completed and ITN's management has yet to determine how they will fund    
this project or the amount of funds that are needed to launch this service. John
Meier is President and Chief Executive Officer of ITN and James Meier is a      
Director. As of August 31, 1999, ITN had not raised any working capital.        

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.                                    

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Distribution Methods                                                            

The Film Industry                                                               

The Company will utilize both traditional and non-traditional distribution      
channels to distribute its films. The Company believes that its first film      
based on the life of John Meier will generate interest by the major film        
distributors such as Touchstone, Alliance and Miramax Films. Using a well-known 
Hollywood producer such as Alexandra Rose will assist the Company in            
successfully bringing its films to the attention of the major distributors.     

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

Competition                                                                     

The Film Industry                                                               

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

With respect to its plans for motion picture production, the Company will be    
competing with numerous companies engaged in the production and marketing of    
films and television productions. Most of such entities, such as Can West       
Global, Western International Communications, Cannell, and Pacific Motion       
Pictures, are larger and better established, and many are better financed than  
the Company.  Management feels strongly that successful development of its      
first project, a movie based on the life of John Meier and produced by a        
well-known Hollywood producer such as Alexandra Rose, will provide the momentum 
necessary to attract the capital and artistic talent to develop future projects.

The Internet Business                                                           

The Company has limited exposure to the Internet business through its investment
in ITN. The Internet business is highly competitive and highly fragmented and   
dominated by small enterprises. Success will be largely dependent on ITN's      
ability to raise capital and attract talent in the computer and multi-media     
industry. The Company is therefore uncertain as to the amount such market will  
grow and ITN's ability to compete in such an environment.                       
Currently, there are numerous potential competitors seeking to deliver similar  
broadcast services on the Internet. Large companies such as Disney, Microsoft   
and Broadcast.com have all invested substantial amounts of capital to develop   
the technology and channels to deliver content to end-users. In addition to     
these major industry players, many small upstart technology companies are       
developing products and services that will compete directly with ITN's planned  
services. Compared to many of its competitors, ITN is severely hampered by its  
lack of capital and technical expertise.                                        

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

Proprietary Rights                                                              

The Company has no other patents, licenses, trademarks, franchises, concessions,
royalty agreements or labor contracts other than the following:                 

1.   The Company has the right to produce one movie based on the life of John   
     Meier as previously described. There are no payments due under the terms of
the grant of rights.                                                  
2.   The Company has entered into an agreement with James Meier, President of   
the Company whereby Mr. Meier will be paid $5,000 per month for his   
   services to the Company. Effective November 1, 1999, Mr. Meier has agreed

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   to accept restricted stock in the Company at market price for a period of
six months.                                                           

Government Approval                                                             

The Company does not require government approval of its products or services and
as such has not sought any such approval from any level of government.          

Government Regulation                                                           

The Film Industry                                                               

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

The Internet                                                                    

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

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

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

Risk Factors                                                                    

The Film Industry                                                               

1.   The Company has 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  

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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 October 31, 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.                                                               

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." Management will use its
   best efforts to obtain additional working for the Company. At the present
time, however, there is no reason to expect that management will be   
   successful. Management has not identified any potential investors at this
    time. If management is unsuccessful in obtaining additional funding, it is
unlikely that the Company will be able to continue as a going concern.

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.                                                        

Research and Development Activities                                             

The Company has spent zero dollars on research and development activities during
each of the last two fiscal years.                                              

Employees                                                                       

The Company has only one employee, the Company's president James Meier. The     
Company's subsidiaries have no employees. At the present time, there is no      

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expectation that the Company, or its subsidiaries will hire any additional      
permanent employees in the future.                                              

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 October    
31, 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.                                                                

Results of Operations                                                           

The Company does not have any operations from continuing operations.            

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                                               

At present, the Company has no plans to acquire other businesses or properties. 
The Company does not expect to purchase or sell plant or significant equipment  
in the foreseeable future, nor does the Company foresee the hiring of new       
employees in the next year.                                                     

Liquidity and Capital Resources                                                 

For detailed financial data and comparatives for years ended Oct 31, 1999       
and1998 and the period of inception (June 17, 1997) to October 31, 1997, please 
refer to Part F/S "Financial Statements".                                       

Cash Flows                                                                      

From June 17, 1997 to October 31, 1999, the Company generated cash outflows of  
$578,699 and $379,741from operating activities and investing activities         
respectively and cash inflows of $878,813 from financing activities. Cash       

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outflows of $578,699 from operating activities were largely attributable to the 
incurrence of cumulative net losses of $1,633,583 for the said period. Such     
losses reflect the combined effects of revenues of only $773,600 compared to    
substantially higher expenditures for operations and administration of          
$2,153,796 and write-off of assets of $369,782.  Partially off-setting          
operating cash outflows from cumulative net losses from June 17, 1997 to October
31, 1999, is the issuance of capital stock for services and expenses of $662,378
and the gain on transfer of subsidiaries to related parties in the amount of    
$125,023.                                                                       

During the same period, cash outflow of $379,741 from investing activities      
represents security deposits paid on an automobile lease and a purchase deposit 
paid for a leased property.                                                     

From June 17, 1997 to October 31, 1999, net proceeds of $878,813 in equity      
capital from the issuance of common shares with a par value of $0.001 per share,
contributed to cash inflows of $878,813 from financing activities               

From June 17, 1997 to October 31, 1999, the Company had a net increase of $43 in
cash flows.                                                                     

Convertible Line of Credit                                                      

On April 9, 1999, the Company entered into a convertible line of credit         
agreement allowing the Company to borrow up to CDN $300,000 of which CDN        
$100,000 (US $64,843) had already been advanced by the lender on December 4,    
1998. A further CDN $50,000 (US $33,584) was advanced from the convertible line 
of credit on July 27, 1999. Funds advanced from the convertible line of credit  
are repayable on demand by the lender and bear an interest rate of 8% per annum 
calculated from the date of the advance. Either the lender or the borrower may  
convert all or part of the principal amount advanced under the line of credit   
into common shares of the Company at the rate of US $0.20 per share. Under the  
terms of the agreement, any conversion shall constitute full payment of the     
indebtedness owing by the Company to the lender in respect to the amount        
converted, including all accrued but unpaid interest thereon. On September 9,   
1999, the entire amount advanced under the loan (US $98,876) was converted in   
494,380 common shares of the Company. Monies advanced to the Company under the  
line of credit agreement were used for operations by the Company's subsidiaries.
Since the conversion of the outstanding debt on September 9, 1999, the          
convertible line of credit is no longer available to the Company.               

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

As of October 31, 1999, the Company had assets of US $111 and liabilities of    
US$92,497. A portion of these liabilities totaling US$3,288 is owed by the      
Company to James Meier. 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.                                                                           

As of October 31, 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,  
no amount has been accrued on the Company's books as Management does not believe

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there is any reasonable prospect that the suit against it will be successful.   

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.B.) Inc. Since Meier Studios is no longer a subsidiary,
Management does not believe any judgement would affect the Company and,         
therefore, no amount has been accrued by the Company in relation to this        
lawsuit.                                                                        

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

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

5.   Meier Studios Inc. v. 544553 B.C. Ltd. (Supreme Court of British           
Columbia, Vancouver Registry, action #C985401, commenced September 4, 1998).    
Meier Studios entered into a lease agreement with the defendant to lease a      
65,000 square foot building on lands owned by the defendant in Delta, British   
Columbia. Under the terms to the lease, the defendant was required to construct 
an addition to the existing building of approximately 115,000 square feet. Upon 
completion of the addition, the basic rent payable by Meier Studios Inc. was to 
increase to approximately $105,000 per month. In June of 1998, the defendant    
informed Meier Studios Inc. that the addition had been completed and demanded   
payment of additional rent. Meier Studios Inc. determined that the addition was 
not complete nor had the municipal government issued the necessary occupancy    
permits. Subsequently, the defendant informed Meier Studios Inc. that it had    
terminated the lease and blocked the plaintiff from accessing the premises.     
Meier Studios Inc. brought the action seeking a declaration that the lease was  
valid and requiring specific performance by the defendant. In October 1998, the 
defendant filed its statement of defense and counterclaimed for damages against 
Meier Studios Inc. Specifically, the defendant sought damages in the amount of  
$308,040 (less $112,107.55 and $5,552.45 paid into court by Meier Studios Inc.) 

On November 1, 1998, the Company sold Meier Studios Inc. to Meier Entertainment 
Group Inc., a company controlled by the Company's president, James Meier. While 
Meier Studios Inc. is no longer a subsidiary of the Company; the Company remains
liable under the lawsuit as it acted as a guarantor on the original lease. The  
Company calculates that its maximum exposure is CDN$61,634.53 (US$41,434.97),   

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plus interest and costs and the Company has accordingly accrued this amount in  
its books.                                                                      

Item 3.   Description of Property                                               

Business Offices                                                                

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

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

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 and    
permit the Company to produce the film as an authorized depiction of John       
Meier's life (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. The   
Company has no agreement with the author in regard to any future film. The      
movie will be based on John Meier's life and not on the book "Age of Secrets".  
In the event the this movie is produced, there are no fees payable to John Meier
or Meier Entertainment Group Inc. 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.                                                   

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 October 31,
1999.                                                                           

Name and              Total Amount of                                           
Address of            Beneficial        Common         Stock        Percent of  
Beneficial Owner      Ownership         Stock          Options      Class       
----------------      ---------         -----          -------      -----       
Meier Entertainment    3,550,000      3,550,000 1,2        0         28.7%      
Group Inc.                                                                      
360 English Bluff Rd,                                                           
Delta BC V4M 2N1                                                                
Canada                                                                          

*James Meier                                                                    
360 English Bluff Road                                                          
Delta, BC V4M 2N1                                                               

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Notes:                                                                          
As of October 31, 1999, there were 12,355,260 shares outstanding. Unless  
  otherwise noted, the security ownership disclosed in this table is of record
and beneficial.                                                           
1  On June 30, 1997, the Company issued 3,500,000 common shares to Meier        
 Entertainment Group Inc., of which James Meier is president and controlling
stockholder.                                                              
2  On June 30, 1997,the Company. transferred 100,000 of its common shares to    
   Carrie Hunter in recognition of Ms. Hunter's agreement to serve as a director
   and officer of the Company. The 100,000 shares were restricted preventing Ms.
Hunter from selling the shares for a period of one year from the date of  
issue.  Ms. Hunter subsequently transferred 50,000 of her shares to Meier 
Entertainment Group Inc. and later sold the remaining 50,000 shares upon  
   expiration of the one-year hold period. Ms. Hunter now holds no shares in the
Company.                                                                  
*  Meier Entertainment Group Inc. is wholly owned by James Meier.               

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 October 31, 1999.                           

Name and              Total Amount of                                           
Address of            Beneficial        Common         Stock        Percent of  
Beneficial Owner      Ownership         Stock          Options      Class       
----------------      ---------         -----          -------      -----       
Meier Entertainment    3,550,0001     3,550,000            0         28.7%      
Group Inc.                                                                      
360 English Bluff Rd,                                                           
Delta BC V4M 2N1                                                                
Canada                                                                          

Harry Evans                    0              0            0           *        
1777 Via Verde Drive                                                            
Rialto, CA 92377                                                                
USA                                                                             

Carrie Hunter                 0 2             0            0           *        
2588 Westhill Drive                                                             
#205                                                                            
West Vancouver, BC                                                              
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)                                         28.7%      

Notes:                                                                    
Unless otherwise noted, the security ownership disclosed in this table is 
of record and beneficial.                                                 
1  Includes 3,500,000 shares issued in June 1997 to Meier Entertainment Group   
Inc., of which James Meier is president and controlling stockholder and   

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50,000 shares transferred from Carrie Hunter.                             
2  On June 30, 1997 Carrie Hunter was issued 100,000 shares in consideration    
   for her services as a director and officer of the Company. The 100,000 shares
   were restricted, preventing Ms. Hunter from selling the shares for a one-year
  period from the date of issue. Ms. Hunter transferred 50,000 shares to Meier
  Entertainment Group Inc. The remaining 50,000 shares were sold by Ms. Hunter
   after the expiration of the one-year hold period. As a result, Ms. Hunter now
holds no shares in the Company.                                           
*   Indicates less than 1% Ownership.                                           

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 October 31, 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                                               

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     

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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. For the past five years, Mr. Ruzycki has been a       
self-employed businessman.                                                      

There is a family relationship between the Company's President James Meier, and 
his father John Meier, President of ITN. In addition to his role as president of
ITN, for the past five years, Mr. John Meier has been a self-employed           
businessman living in Vancouver, British Columbia. 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. In June 1997, James Meier's company,    
Meier Entertainment Group Inc., also received 3,500,000 shares of the Company's 
stock for his services in organizing the Company                                

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, 100,000 common shares were issued by the Company for her services 
as a director and an officer of the Company. 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.                                                       

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.                        

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Summary Compensation Table (1998/99)    

                                                        [Enlarge/Download Table]

                                                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              0             0              0  
     President, CEO      1999         $60,000               0             0              0             0              0  

     Carrie Hunter,    1997/98        $16,022               0       100,000              0             0              0  
     Secretary,          1999               0               0             0              0             0              0  
     Treasurer                                                                                                           

     Harry Evans         1998               0               0             0              0             0              0  
     Exec. V.P. &        1999               0               0             0              0             0              0  
     Director                                                                                                            

     Alexandra Rose      1999               0               0             0              0             0              0  
     COO Meier Rose                                                                                                      

Options Outstanding                                                             

A total of 2,800,000 stock options have been granted from inception to October  
31, 1999. None of the 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.    
The remaining 1,800,000 options were terminated by the Company in October 1999  
and are not included in this table. As a result, as of October 31, 1999, there  
are no options issued and outstanding.                                          

Summary of Individual Options Granted and Outstanding to October 31, 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. The Company terminated these options 
in October 1999.                                                                

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. The Company terminated these options in October 1999.                 

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. The Company terminated these options in October 1999.

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, 

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2003. The Company terminated these options in October 1999.                     

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.                                     

Item 7.   Certain Relationships and Related Transactions                        

On June 30, 1997, the Company issued 3,500,000 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. On June 30, 1997, the Company transferred    
100,000 of its shares to Carrie Hunterin recognition of Ms. Hunter's agreement  
to serve as a director and officer of the Company. Ms. Hunter's shares were     
restricted and prevented her from selling said shares for a period of one year  
from the date of issue. Ms. Hunter subsequently transferred 50,000 shares to    
Meier Entertainment Group Inc. and subsequent to the passage of the one year    
hold period, Ms. Hunter sold her remaining 50,000 shares. Ms. Hunter now owns   
no shares in 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 movie 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. 

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 October 31, 1999, 12,355,260 shares were outstanding.   

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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.                     

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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".  
The following price information was provided by Pacific International Securities
Inc. of Vancouver, British Columbia.                                            

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

                                      HIGH                 LOW
                                       (Price per Share $)   (Price per Share $)
           Oct 98                      2.4                   1.6
              Jan 99                      1.1                    .5625
            Apr 99                       .3125                 .25
            July 99                      .68                   .30

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

Holders                                                                         

The number of recorded holders of the Company's common stock as of October 31,  
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 its business.          

Year 2000 Computer Problems                                                     

The Year 2000 problem is a result of certain computer software written using two
digits for the date rather than four. Such software may incorrectly interpret a 
date written as "00" as being the year 1900 or may simply fail to perform at    
all. This Year 2000 problem may result in severe difficulties for both          
information technology systems and, indirectly, non-information technology      
systems.                                                                        

At present the Company has no information technology systems. As such, the      
Company does not anticipate any impact on its operations from impacts on        
computer systems. The Company has made no investigation as to the potential     
effects the Year 2000 problem may pose to the Company's non-information         
technology systems. Additionally, the Company has made no attempt to assess the 
potential impact of the Year 2000 problem in relation to third parties with whom
the Company has a relationship. Given the Company's lack of information         
technology systems, the Company does not anticipate any costs in dealing with   
the Year 2000 problem.                                                          

The most reasonably likely Year 2000 worst case scenario would be a major       
shutdown of the Internet, which would affect the business of ITN. Depending on  
the extent and duration of any disruption to the Internet, the Company's        
investment in ITN may be jeopardized. The Company has no contingency plan to    
address any worst case scenario in relation to the Year 2000 problem and does   
not intend to develop one in the future.                                        

The Company has not developed a Year 2000 contingency plan, nor does the Company
intend to develop such a plan in the future. Additionally, the Company has made 
no efforts to determine the progress of any plan in place to become ready for   
the Year 2000 problem nor does it intend to develop any such plan to address the
Year 2000.                                                                      

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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 October 31, 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.                                        

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.             

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

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

5.   Meier Studios Inc. v. 544553 B.C. Ltd. (Supreme Court of British           
Columbia, Vancouver Registry, action #C985401, commenced September 4, 1998).    
Meier Studios entered into a lease agreement with the defendant to lease 65,000 
square foot building on lands owned by the defendant in Delta, British Columbia.
Under the terms to the lease, the defendant was required to construct an        
addition to the existing building of approximately 115,000 square feet. Upon    
completion of the addition, the basic rent payable by Meier Studios Inc. was to 
increase to approximately $105,000 per month. In June of 1998, the defendant    
informed Meier Studios Inc. that the addition had been completed and demanded   
payment of additional rent. Meier Studios Inc. determined that the addition was 
not complete nor had the municipal government issued the necessary occupancy    
permits. Subsequently, the defendant informed Meier Studios Inc. that it had    
terminated the lease and blocked the plaintiff from accessing the premises.     
Meier Studios Inc. brought the action seeking a declaration that the lease was  
valid and requiring specific performance by the defendant. In October 1998, the 
defendant file its statement of defense and counterclaimed for damages against  
Meier Studios Inc. Specifically, the defendant sought damages in the amount of  
$308,040 (less $112,107.55 and $5,552.45 paid into court by Meier Studios Inc.) 

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

Item 3.   Changes in and Disagreement with Accountants                          

From inception to October 31, 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 31,1999, 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 October 31, 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

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occurred outside of the United States.                                          

================================================================================
No. of            
Name and Address               Shares         Date of Issue      Price Per Share
================================================================================
Meier Entertainment Group Inc. 3,500,000      June 30, 1997      Issued for     
320-1100 Melville Street                                         Services at    
Vancouver, BC V6E 4A6                                            $.001 per share
--------------------------------------------------------------------------------
Carrie Hunter                    100,000      June 30, 1997      Issued for     
205-2286 Bellevue Avenue                                         Services at    
West Vancouver, BC V7V 1C6                                       $.001 per share
--------------------------------------------------------------------------------
Bond Mercantile Limited          950,000     June 30, 1997      Issued for Cash 
Akara Bldg, 24 de Castro Street                                  at $.001       
Road Town, Tortola, BVI                                                         
Attn: Juan Mashburn                                                             
--------------------------------------------------------------------------------
Casteen International Limited    800,000      June 30, 1997      Issued for Cash
Saffrey Square, Suite 205                                        at $.001       
Nassau, Bahamas                                                                 
Attn: Antoinette Stubbs                                                         
--------------------------------------------------------------------------------
Cross Corporation                825,000      June 30, 1997      Issued for Cash
No. 2 Commercial Centre Square                                   at $.001       
Alofi, Niue                                                                     
Cornelio McKay                                                                  
--------------------------------------------------------------------------------
Douglas Inc.                     850,000      June 30, 1997      Issued for Cash
Arango-Orillac Bldg.                                             at $.001       
Panama City, Panama                                                             
Attn: Leticia Montoyal                                                          
--------------------------------------------------------------------------------
Loyalty United International     925,000      June 30, 1997      Issued for Cash
Inc.                                                             at $.001       
No. 2 Commercial Centre Square                                                  
Alofi, Niue                                                                     
Attn: Ronald Lui                                                                
--------------------------------------------------------------------------------
Peregrine Corporation            750,000      June 30, 1997      Issued for Cash
Arango-Orillac Bldg.                                             at $.001       
Panama City, Panama                                                             
Attn: Francis Perez                                                             
--------------------------------------------------------------------------------
Troy International Inc.          900,000      June 30, 1997      Issued for Cash
No. 2 Commercial Centre Square                                   at $.001       
Alofi, Niue                                                                     
Attn: Michael Laidlaw                                                           
--------------------------------------------------------------------------------
Gyro-Gym Enterprises Inc.        400,000      July 30, 1997      Issued for     
320-1100 Melville Street                                         Services at    
Vancouver, BC V6E 3C9                                            $.061 per share
--------------------------------------------------------------------------------
Lucy Chan                          7,000      January 30, 1998   Issued for Cash
337 West 2nd Avenue                                              at $.50        
Vancouver, BC Canada V5Y 1C9                                                    
--------------------------------------------------------------------------------
MC Studios                        98,366      January 30, 1998   Issued for Cash
6130 Wilson Avenue                                               at $.50        
Burnaby, BC Canada V5H 2R8                                                      
Attn: Dennis Rudd                                                               
--------------------------------------------------------------------------------
Avalon Enterprises Inc.          394,634      January 30, 1998   Issued for Cash
No. 2 Commercial Centre Square                                   at $.50        
Alofi, Niue                                                                     
--------------------------------------------------------------------------------
Wayne Alan Taylor                 50,000      January 30, 1998   Issued for     
415 South Tower, 5811 Cooney Rd.                                 Services at    
Richmond, BC Canada V6X 3M8                                      $1.00          
--------------------------------------------------------------------------------

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================================================================================
No. of            
Name and Address               Shares         Date of Issue      Price Per Share
================================================================================
Michael Anderson                     310      January 30, 1998   Issued for     
3765 Belgrave Street                                             Services at    
Victoria, BC Canada V8Z 5A1                                      $1.00          
--------------------------------------------------------------------------------
Deraco Consultants                 2,500      January 30, 1998   Issued for     
1345 West 3rd Avenue                                             Services at    
Vancouver, BC Canada V6J 1L5                                     $1.00          
--------------------------------------------------------------------------------
Amarjit K. Gill                    1,300      January 30, 1998   Issued for     
5864 104th Street                                                Services at    
Delta, BC Canada V7K 3N3                                         $1.00          
--------------------------------------------------------------------------------
Sarinder Gill                      1,191      January 30, 1998   Issued for     
5864 104th Street                                                Services at    
Delta, BC Canada V7K 3N3                                         $1.00          
--------------------------------------------------------------------------------
Helen MacCoomb                     3,261      January 30, 1998   Issued for     
3951 Hamilton Street                                             Services at    
Port Coquitlam, BC                                               $1.00          
Canada V3B 3A8                                                                  
--------------------------------------------------------------------------------
Jean M. Schwartz                     100      January 30, 1998   Issued for     
6, West 38th Avenue                                              Services at    
Vancouver, BC Canada V5Y 2N4                                     $1.00          
--------------------------------------------------------------------------------
Andy Sangha                       10,000      January 30, 1998   Issued for Cash
9331 Granville Avenue                                            at $1.00       
Richmond, BC Canada V6Y 1P9                                                     
--------------------------------------------------------------------------------
Lakhani Movie Consulting           2,889      January 30, 1998   Issued for     
Box 4364 Station Terminal                                        Services at    
Vancouver, BC Canada V6B 3Z7                                     $1.00          
--------------------------------------------------------------------------------
Alan Ashcroft                      1,100      January 30, 1998   Issued for     
2005 Sooke Road                                                  Services at    
Sooke, BC Canada V9B 5Y2                                         $1.00          
--------------------------------------------------------------------------------
Jean M. Schwartz                     100      January 30, 1998   Issued for     
6, West 38th Avenue                                              Services at    
Vancouver, BC Canada V5Y 2N4                                     $1.00          
--------------------------------------------------------------------------------
Marianne Szabo                       200      January 30, 1998   Issued for     
Box 19015 West 4th Avenue                                        Services at    
Vancouver, BC Canada V6K 4R8                                     $1.00          
--------------------------------------------------------------------------------
Jean M. Schwartz                     300      January 30, 1998   Issued for     
6, West 38th Avenue                                              Services at    
Vancouver, BC Canada V5Y 2N4                                     $1.00          
--------------------------------------------------------------------------------
George Young                       2,338      January 30, 1998   Issued for     
12-3640 East Hastings Street                                     Services at    
Vancouver, BC Canada V5K 2A9                                     $1.00          
--------------------------------------------------------------------------------
Lucy Chan                          3,669      January 30, 1998   Issued for Cash
337 West 2nd Avenue                                              at $1.00       
Vancouver, BC Canada V5Y 1C9                                                    
--------------------------------------------------------------------------------
Pang Chak Yan                      5,000      January 30, 1998   Issued for Cash
337 West 2nd Avenue                                              at $1.00       
Vancouver, BC Canada V5Y 1C9                                                    
--------------------------------------------------------------------------------
Ralph Schonwetter                    346      January 30, 1998   Issued for Cash
337 West 2nd Avenue                                              at $1.00       
Vancouver, BC Canada V5Y 1C9                                                    
--------------------------------------------------------------------------------
Tam Ka Yee                         5,000      January 30, 1998   Issued for Cash
337 West 2nd Avenue                                              at $1.00       
Vancouver, BC Canada V5Y 1C9                                                    
--------------------------------------------------------------------------------
Daniel Chan                        8,960      January 30, 1998   Issued for Cash
337 West 2nd Avenue                                              at $1.00       
Vancouver, BC Canada V5Y 1C9                                                    
--------------------------------------------------------------------------------

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================================================================================
No. of            
Name and Address               Shares         Date of Issue      Price Per Share
================================================================================
Patricia Donahue                   7,000      January 30, 1998   Issued for Cash
202-1550 Barclay Street                                          at $1.00       
Vancouver, BC Canada V6G 3B1                                                    
--------------------------------------------------------------------------------
Suzanna Macrury                    2,000     January 30, 1998    Issued for Cash
202-1550 Barclay Street                                          at $1.00       
Vancouver, BC Canada V6G 3B1                                                    
--------------------------------------------------------------------------------
Cindy Cassidy                      1,000      January 30, 1998   Issued for Cash
2186 Salisbury Avenue                                            at $1.00       
Port Coquitlam, BC                                                              
Canada V3C 1Y1                                                                  
--------------------------------------------------------------------------------
Jannifer Sung                      5,000      January 30, 1998   Issued for Cash
337 West 2nd Avenue                                              at $1.00       
Vancouver, BC Canada V5Y 1C9                                                    
--------------------------------------------------------------------------------
David W. Ginn                      2,000      January 30, 1998   Issued for Cash
4097 Spruce Street                                               at $1.00       
Burnaby, BC Canada V5G 1Y3                                                      
--------------------------------------------------------------------------------
Darvin Anderson                    3,100      January 30, 1998   Issued for Cash
4855 Elk Road                                                    at $1.00       
Victoria, BC Canada V8X 4M6                                                     
--------------------------------------------------------------------------------
Michael Anderson                   1,000      January 30, 1998   Issued for Cash
3765 Belgrave Street                                             at $1.00       
Victoria, BC Canada V82 5A1                                                     
--------------------------------------------------------------------------------
Salim Lakhani                      3,596      January 30, 1998   Issued for Cash
Box 4364 Stn Terminal                                            at $1.00       
Vancouver, BC Canada V6B 3Z7                                                    
--------------------------------------------------------------------------------
Helen MacCoomb                     2,000      January 30, 1998   Issued for Cash
3951 Hamilton Street                                             at $1.00       
Port Coquitlam, BC                                                              
Canada V3B 3A8                                                                  
--------------------------------------------------------------------------------
James Fantin                       1,000      January 30, 1998   Issued for Cash
202-1720 Larch Street                                            at $1.00       
Vancouver, BC Canada V6K 3N8                                                    
--------------------------------------------------------------------------------
Jean Schwartz                      1,000      January 30, 1998   Issued for Cash
6 West 38th Avenue                                               at $1.00       
Vancouver, BC Canada V5Y 2N4                                                    
--------------------------------------------------------------------------------
Bryan Ward                         2,900      January 30, 1998   Issued for Cash
31 East 5th Street                                               at $1.00       
Vancouver, BC V5T 1G7                                                           
--------------------------------------------------------------------------------
Tony Froese                        1,000      January 30, 1998   Issued for Cash
1536 53A Street                                                  at $1.00       
Delta, BC Canada V4M 3G2                                                        
--------------------------------------------------------------------------------
Brad Hallam                        1,000      January 30, 1998   Issued for Cash
858 Cambria Wood Cres.                                           at $1.00       
Victoria, BC Canada V8Y 2X1                                                     
--------------------------------------------------------------------------------
Khushminder Garcha                 2,000      January 30, 1998   Issued for Cash
7107 - 143 A Street                                              at $1.00       
Surrey, BC Canada V3W 0Y3                                                       
--------------------------------------------------------------------------------
Sarinder Gill                      1,000      January 30, 1998   Issued for Cash
5864 104th Street                                                at $1.00       
Delta, BC Canada V4K 3N3                                                        
--------------------------------------------------------------------------------
Satdev Gill                        3,000      January 30, 1998   Issued for Cash
5864 104th Street                                                at $1.00       
Delta, BC Canada V4K 3N3                                                        
--------------------------------------------------------------------------------
Amarjit Gill                       1,000      January 30, 1998   Issued for Cash
5864 104th Street                                                at $1.00       
Delta, BC Canada V4K 3N3                                                        
--------------------------------------------------------------------------------

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================================================================================
No. of            
Name and Address               Shares         Date of Issue      Price Per Share
================================================================================
Lakhdev Gill                       2,000      January 30, 1998   Issued for Cash
5864 104th Street                                                at $1.00       
Delta, BC Canada V4K 3N3                                                        
--------------------------------------------------------------------------------
Gurdashan S. Gill                  5,000      January 30, 1998   Issued for Cash
5864 104th Street                                                at $1.00       
Delta, BC Canada V4K 3N3                                                        
--------------------------------------------------------------------------------
Tillium Watters                    1,000      January 30, 1998   Issued for Cash
6 - 38th Avenue West                                             at $1.00       
Vancouver, BC Canada V5Y 2N4                                                    
--------------------------------------------------------------------------------
Bob Dillon                         1,000      January 30, 1998   Issued for Cash
3792 Argyle Way                                                  at $1.00       
Port Alberni, BC                                                                
Canada V9Y 8A6                                                                  
--------------------------------------------------------------------------------
George A. Grieve                  36,500      January 30, 1998   Issued for Cash
1205-3071 Glender                                                at $1.00       
Coquitlam, BC Canada V3B 7R1                                                    
--------------------------------------------------------------------------------
Darryl Craig                       1,315      January 30, 1998   Issued for Cash
5345 Tuanton Street                                              at $1.00       
Vancouver, BC V5R 2B4                                                           
--------------------------------------------------------------------------------
Ian Clark                          3,000      January 30, 1998   Issued for Cash
1106 - 1065 Quayside Drive                                       at $1.00       
New Westminster, BC V3M 1C5                                                     
--------------------------------------------------------------------------------
Susanne Bergler                    2,000      January 30, 1998   Issued for Cash
3131 Williams Road                                               at $1.00       
Richmond, BC Canada V7E 1H8                                                     
--------------------------------------------------------------------------------
Terry Lombardo                     4,500      January 30, 1998   Issued for Cash
2577 Belloc Street                                               at $1.00       
North Vancouver, BC V7H 1H9                                                     
--------------------------------------------------------------------------------
Salim Lakhani                      3,623      January 30, 1998   Issued for Cash
Box 4364 Station Terminal                                        at $1.00       
Vancouver, BC Canada V6B 3Z7                                                    
--------------------------------------------------------------------------------
Salim Lakhani                     18,116      January 30, 1998   Issued for Cash
Box 4364 Station Terminal                                        at $1.00       
Vancouver, BC Canada V6B 3Z7                                                    
--------------------------------------------------------------------------------
Fay Rae                            1,000      January 30, 1998   Issued for Cash
101-6963 Gilley Avenue                                           at $1.00       
Burnaby, BC Canada V5J 4W8                                                      
--------------------------------------------------------------------------------
Warren Nyuli                       5,000      January 30, 1998   Issued for Cash
6255-112A Street                                                 at $1.00       
Edmonton, AB Canada T6H 3K4                                                     
--------------------------------------------------------------------------------
Sean Lenihan                       4,000      January 30, 1998   Issued for Cash
2555 Norcrest Ct.                                                at $1.00       
Burnaby, BC Canada V3J 1C7                                                      
--------------------------------------------------------------------------------
Carol Bomke                        3,000      January 30, 1998   Issued for Cash
4453 James Street                                                at $1.00       
Vancouver, BC Canada V5V 3H9                                                    
--------------------------------------------------------------------------------
John Peters                        1,000      January 30, 1998   Issued for Cash
3391 West 7th Avenue                                             at $1.00       
Vancouver, BC Canada V6R 1V9                                                    
--------------------------------------------------------------------------------
Hanif Juma                        10,000      January 30, 1998   Issued for Cash
50 - 5380 Smith Drive                                             at $1.00      
Richmond, BC Canada V6V 2K8                                                     
--------------------------------------------------------------------------------
Balbir Sangha                      5,000      April 14, 1998     Issued for cash
11092 - 129 Street                                               at $1.00       
Surrey, BC  V3T 3J4                                                             
--------------------------------------------------------------------------------

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================================================================================
No. of            
Name and Address               Shares         Date of Issue      Price Per Share
================================================================================
Cindy Lou Griffith                 1,000      April 14, 1998     Issued for cash
3349 West 27th Avenue                                            at $1.00       
Vancouver, BC V6S 1P5                                                           
--------------------------------------------------------------------------------
D. Kay                               714      April 14, 1998     Issued for cash
4240 Lancelot Drive                                              at $1.00       
Richmond, BC V7C 4S3                                                            
--------------------------------------------------------------------------------
Darren Postma                      5,000      April 14, 1998     Issued for cash
2663 Chapman Place                                               at $1.00       
Abbotsford, BC V2S 7J2                                                          
--------------------------------------------------------------------------------
David Kay & Lydia Kay              3,470      April 14, 1998     Issued for cash
4240 Lancelot Drive                                              at $1.00       
Richmond, BC V7C 4S3                                                            
--------------------------------------------------------------------------------
David Nash                         1,000      April 14, 1998     Issued for cash
1828 Keys Place                                                  at $1.00       
Abbotsford, BC V2S 5G9                                                          
--------------------------------------------------------------------------------
Dianne Mulligan                    1,000      April 14, 1998     Issued for cash
13711 - 72nd Avenue Suite 420                                    at $1.00       
Surrey, BC V3W 2P2                                                              
--------------------------------------------------------------------------------
Elizabeth Naylor                   1,000      April 14, 1998     Issued for cash
1828 Keys Place                                                  at $1.00       
Abbotsford, BC V2S 5G9                                                          
--------------------------------------------------------------------------------
Emanuel Kobas                        700      April 14, 1998     Issued for cash
2532 Mackenzie Street                                            at $1.00       
Vancouver, BC V6K 3Z7                                                           
--------------------------------------------------------------------------------
Erik Diewert                       1,000      April 14, 1998     Issued for cash
4169 Yuculta Cres                                                at $1.00       
Vancouver, BC V6N 4A9                                                           
--------------------------------------------------------------------------------
Gordon Roberts                       714      April 14, 1998     Issued for cash
301-7540 Minoru Blvd.                                            at $1.00       
Richmond, BC V6E 1Z5                                                            
--------------------------------------------------------------------------------
Harley Duorkin                     5,000      April 14, 1998     Issued for cash
402 - 907 Beach Avenue                                           at $1.00       
Vancouver, BC V6Z 2R3                                                           
--------------------------------------------------------------------------------
Jackie Morris & Brad Morris        3,470      April 14, 1998     Issued for cash
7430 Mark Cres                                                   at $1.00       
Burnaby, BC V5A 1Z3                                                             
--------------------------------------------------------------------------------
Jackie Vincent                     1,000      April 14, 1998     Issued for cash
RR 1 S-14-C-15                                                   at $1.00       
Madreia Park, BC V0N 2H0                                                        
--------------------------------------------------------------------------------
Jason Coe                          1,000      April 14, 1998     Issued for cash
8431 Cartier Street                                              at $1.00       
Vancouver, BC V6P 4T7                                                           
--------------------------------------------------------------------------------
Jeff Zabubek                       1,000      April 14, 1998     Issued for cash
2711 East 40th Avenue                                            at $1.00       
Vancouver, BC V5R 2W1                                                           
--------------------------------------------------------------------------------
Jennifer Jang                      1,500      April 14, 1998     Issued for cash
2304 West 8th Avenue                                             at $1.00       
Vancouver, BC V6K 2A9                                                           
--------------------------------------------------------------------------------
Joe Radonic                        4,000      April 14, 1998     Issued for cash
102 - 5880 Dover Cres                                            at $1.00       
Richmond, BC V7C 5P5                                                            
--------------------------------------------------------------------------------
Kashmir Johal                     50,000      April 14, 1998     Issued for cash
1086 West 54th Avenue                                            at $1.00       
Vancouver, BC V6P 1M8                                                           
--------------------------------------------------------------------------------

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================================================================================
No. of            
Name and Address               Shares         Date of Issue      Price Per Share
================================================================================
Louise Alston                      2,600      April 14, 1998     Issued for cash
1179 Pacific Drive                                               at $1.00       
Delta, BC V4M 2K2                                                               
--------------------------------------------------------------------------------
Makkhan Sidhu                      5,000      April 14, 1998     Issued for cash
16638 78A Avenue                                                 at $1.00       
Surrey, BC V3S 8S2                                                              
--------------------------------------------------------------------------------
Mark Sander                        2,400      April 14, 1998     Issued for cash
800 - 475 West Georgia Street                                    at $1.00       
Vancouver, BC V6B 4M9                                                           
--------------------------------------------------------------------------------
Monique Elbers                     1,000      April 14, 1998     Issued for cash
4723 Saddlehorn Cres                                             at $1.00       
Langley, BC V2Z 2L7                                                             
--------------------------------------------------------------------------------
Pam Rosen                            145      April 14, 1998     Issued for cash
RR 1 S-14-C-15                                                   at $1.00       
Madreia Park, BC V0N 2H0                                                        
--------------------------------------------------------------------------------
Parm Sandhu                        3,000      April 14, 1998     Issued for cash
12301 90 Avenue                                                  at $1.00       
Surrey, BC V3V 1B7                                                              
--------------------------------------------------------------------------------
Paul Cunha & Margaret Cunha        1,500      April 14, 1998     Issued for cash
707 - 23rd Street                                                at $1.00       
New Westminster, BC V3M 5W4                                                     
--------------------------------------------------------------------------------
Ralph Schonwetter                  1,000      April 14, 1998     Issued for cash
7751 Afton Drive                                                 at $1.00       
Richmond, BC V7A 1A2                                                            
--------------------------------------------------------------------------------
Richard LaBelle                    1,400      April 14, 1998     Issued for cash
15275 Victoria Avenue                                            at $1.00       
White Rock, BC V4B 1G9                                                          
--------------------------------------------------------------------------------
Richard McVicar                    3,500      April 14, 1998     Issued for cash
104 -932 Robison Street                                          at $1.00       
Coquitlam, BC V3B 7R1                                                           
--------------------------------------------------------------------------------
Robert Edwards                     9,000      April 14, 1998     Issued for cash
PO Box 669                                                       at $1.00       
Port Coquitlam, BC V3B 6H9                                                      
--------------------------------------------------------------------------------
Steve Hurtig                       1,000      April 14, 1998     Issued for cash
14901 88A Avenue                                                 at $1.00       
Surrey, BC V3R 6Y4                                                              
--------------------------------------------------------------------------------
Tam Ka Yee                         5,000      April 14, 1998     Issued for cash
337 West 2nd Avenue                                              at $1.00       
Vancouver, BC V5Y 1C9                                                           
--------------------------------------------------------------------------------
Tricia Lacuesta                    3,571      April 14, 1998     Issued for cash
3749 West 11th Avenue                                            at $1.00       
Vancouver, BC V6R 1K7                                                           
--------------------------------------------------------------------------------
Maria Waterman                       500      June 15, 1998      Issued for Cash
205-1305 Jervis Street                                           at $1.00       
Vancouver, BC V6E 2E4                                                           
--------------------------------------------------------------------------------
Ryan Bird                            500      June 15, 1998      Issued for Cash
314 - 8500 General Currie Road                                   at $1.00       
Richmond, BC V6Y 3V4                                                            
--------------------------------------------------------------------------------
Yook Yin Ho                       20,000      June 15, 1998      Issued for Cash
Alexander House                                                  at $1.00       
16-20 Chater Road, Room 1709                                                    
Hongkong                                                                        
--------------------------------------------------------------------------------
Brent Vickers                     10,000      June 15, 1998      Issued for Cash
130 Monteith Drive                                               at $1.00       
Salt Spring Island, BC V8K 1H4                                                  
--------------------------------------------------------------------------------

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================================================================================
No. of            
Name and Address               Shares         Date of Issue      Price Per Share
================================================================================
Doug Stayer                        1,000      June 15, 1998      Issued for Cash
PO Box 525                                                       at $1.00       
Garibaldi Highlands,                                                            
BC V0N 1T0                                                                      
--------------------------------------------------------------------------------
Jean Schwartz                      1,000      June 15, 1998      Issued for Cash
6 West 38th Avenue                                               at $1.00       
Vancouver, BC V5Y 2N6                                                           
--------------------------------------------------------------------------------
Matt Robertson                       500      June 15, 1998      Issued for Cash
8711 Sidaway Road                                                at $1.00       
Richmond, BC V6W 1G7                                                            
--------------------------------------------------------------------------------
Duane Gafoor                       1,000      June 15, 1998      Issued for Cash
8711 Sidaway Road                                                               
Richmond, BC V6W 1G7                                                            
--------------------------------------------------------------------------------
Hyphen International               2,857      June 15, 1998      Issued for Cash
Trading Ltd.                                                     at $1.00       
Suite 304 - 7117 Antrim Avenue                                                  
Burnaby, BC V5J 5K1                                                             
--------------------------------------------------------------------------------
Tony Chua                          2,857      June 15, 1998      Issued for Cash
1475 Kensington Avenue                                           at $1.00       
Burnaby, BC V5B 4C4                                                             
--------------------------------------------------------------------------------
David Cheng                        1,000      June 15, 1998      Issued for Cash
9211 Parksville Drive                                            at $1.00       
Richmond, BC V7E 4K1                                                            
--------------------------------------------------------------------------------
Tina Hoy                           3,571      June 15, 1998      Issued for Cash
438-5880 Dover Crescent                                          at $1.00       
Richmond, BC V7C 5P5                                                            
--------------------------------------------------------------------------------
Lucy Chan                         14,285      June 15, 1998      Issued for Cash
337 West 2nd Avenue                                              at $1.00       
Vancouver, BC V5Y 1C9                                                           
--------------------------------------------------------------------------------
SL Performance Motor Group         7,000      June 15, 1998      Issued for Cash
337 West 2nd Avenue                                              at $1.00       
Vancouver, BC V5Y 1C9                                                           
--------------------------------------------------------------------------------
C. Chan                              414      June 15, 1998      Issued for Cash
337 West 2nd Avenue                                              at $1.00       
Vancouver, BC V5Y 1C9                                                           
--------------------------------------------------------------------------------
Federick Chan                     10,000      June 15, 1998      Issued for Cash
8301 Granville Street                                            at $1.00       
Vancouver, BC V6P 4Z8                                                           
--------------------------------------------------------------------------------
Alnoor Virani                      3,571      June 15, 1998      Issued for Cash
101-1668 West Broadway                                           at $1.00       
Vancouver, BC V6J 1X6                                                           
--------------------------------------------------------------------------------
Nick Choham                        5,000      June 15, 1998      Issued for Cash
504-4211 Kingsway                                                at $1.00       
Burnaby, BC V5H 1Z6                                                             
--------------------------------------------------------------------------------
Andy Fung                          3,571      June 15, 1998      Issued for Cash
8468 Sunset Drive                                                at $1.00       
Richmond, BC V6C 3Y6                                                            
--------------------------------------------------------------------------------
Celia Chan                         3,000      June 15, 1998      Issued for Cash
312 - 8700 Ackroyd Rd.                                           at $1.00       
Richmond, BC V6X 3G2                                                            
--------------------------------------------------------------------------------
Mark Usher                         4,000      June 15, 1998      Issued for Cash
3209 Archibald Way                                               at $1.00       
Whistler, BC V0N 1B3                                                            
--------------------------------------------------------------------------------
Kieu Tai Lam                       2,000      June 15, 1998      Issued for Cash
4851 Knight Street                                               at $1.00       
Vancouver, BC V5N 3N3                                                           
--------------------------------------------------------------------------------
Joginder Basra                     5,000      June 15, 1998      Issued for Cash
1018 West 58th Avenue                                            at $1.00       
Vancouver, BC V6P 1W1                                                           
--------------------------------------------------------------------------------

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================================================================================
No. of            
Name and Address               Shares         Date of Issue      Price Per Share
================================================================================
Sonia Kalia                        5,000      June 15, 1998      Issued for Cash
1018 West 58th Avenue                                            at $1.00       
Vancouver, BC V6P 1W1                                                           
--------------------------------------------------------------------------------
Rajeev Opal                       10,000      June 15, 1998      Issued for Cash
6949 Selkirk Street                                              at $1.00       
Vancouver, BC V6P 4H1                                                           
--------------------------------------------------------------------------------
Balwinder K. Dhillon              10,000      June 15, 1998      Issued for Cash
4404 31st Street                                                 at $1.00       
Edmonton, AB T6T 1BL                                                            
--------------------------------------------------------------------------------
Christopher Simms                  4,000      June 15, 1998      Issued for Cash
15726 - 100th Avenue                                             at $1.00       
Surrey, BC V4N 2B2                                                              
--------------------------------------------------------------------------------
Lance Bremner                      2,000      June 15, 1998      Issued for Cash
15015 Bluebird Cres.                                             at $1.00       
Surrey, BC V3R 4T8                                                              
--------------------------------------------------------------------------------
Robert Coenen                      3,000      June 15, 1998      Issued for Cash
15642 93rd Avenue                                                at $1.00       
Surrey, BC V4N 2B3                                                              
--------------------------------------------------------------------------------
Jeremy Leung                       3,000      June 15, 1998      Issued for Cash
140 - 4603 Kingsway                                              at $1.00       
Burnaby, BC V5H 4M4                                                             
--------------------------------------------------------------------------------
Matthew Chipera                    2,000      June 15, 1998      Issued for Cash
8117 Explorers Walk                                              at $1.00       
Vancouver, BC V5S 4A9                                                           
--------------------------------------------------------------------------------
Surjit Uppal                       1,000      July 31, 1998      Issued for Cash
6680 London Court                                                at $1.00       
Delta, BC V4K 4W7                                                               
--------------------------------------------------------------------------------
Van Wong                           7,000      July 31, 1998      Issued for Cash
16658 85A Avenue                                                 at $1.00       
Surrey, BC V4N 5A7                                                              
--------------------------------------------------------------------------------
Sarbjit Basran                     1,100      July 31, 1998      Issued for Cash
1905 Edinburgh Street                                            at $1.00       
New Westminster, BCV3M 2X4                                                      
--------------------------------------------------------------------------------
Rummen Johal                       1,000      July 31, 1998      Issued for Cash
1086 West 54th Avenue                                            at $1.00       
Vancouver, BC V6P 1N1                                                           
--------------------------------------------------------------------------------
Roop Johal                         6,000      July 31, 1998      Issued for Cash
1905 Edinburgh Street                                            at $1.00       
New Westminster, V3M 2X4                                                        
--------------------------------------------------------------------------------
Nor'aini Smith                     1,700      July 31, 1998      Issued for Cash
3901 Parkway Drive                                               at $1.00       
Vancouver, BC V6L 3C9                                                           
--------------------------------------------------------------------------------
Janik Manhas                       3,000      July 31, 1998      Issued for Cash
4032 Martha Cres.                                                at $1.00       
Victoria, BC V8X 2E3                                                            
--------------------------------------------------------------------------------
Jaswant Manhas                     1,500      July 31, 1998      Issued for Cash
4032 Martha Cres.                                                at $1.00       
Victoria, BC v8X 2E3                                                            
--------------------------------------------------------------------------------
Derek Lai                          6,760      July 31, 1998      Issued for Cash
409-6866 Nicholson Rd.                                           at $1.00       
North Delta, BC V4E 3M6                                                         
--------------------------------------------------------------------------------
Mike McGowan                      24,000      July 31, 1998      Issued for Cash
3661 Haida Drive                                                 at $1.00       
Vancouver, BC V5M 3Y9                                                           
--------------------------------------------------------------------------------
Renee Giesse                      34,581      July 31, 1998      Issued for Cash
3041 East 54th Avenue                                            at $1.00       
Vancouver, BC V5S 1Y8                                                           
--------------------------------------------------------------------------------

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================================================================================
No. of            
Name and Address               Shares         Date of Issue      Price Per Share
================================================================================
Bryon Ziegler                     15,000      July 31, 1998      Issued for Cash
1917 West 4th Avenue, Suite 420                                  at $1.00       
Vancouver, BC V6J 1M7                                                           
--------------------------------------------------------------------------------
Gurjeet Thind                      2,000      July 31, 1998      Issued for Cash
15275 95A Avenue                                                 at $1.00       
Surrey, BC V3R 8J7                                                              
--------------------------------------------------------------------------------
Emerson Bennett &                350,000      August 28, 1998    Issued for     
Associates Inc.                                                  Services       
6261 NW 6th Way Suite 207                                                       
Fort Lauderdale , FL 33309                                                      
--------------------------------------------------------------------------------
Ossie Bains                        3,000      November 5, 1998   Issued for Cash
9-1063 Valewood Trail                                            at $1.00       
Victoria, BC V8X 5G5                                                            
--------------------------------------------------------------------------------
David Zazubek                      2,000      November 5, 1998   Issued for Cash
2711 East 40th Avenue                                            at $1.00       
Vancouver, BC V5R 2W7                                                           
--------------------------------------------------------------------------------
Mark Usher                         4,000      November 5, 1998   Issued for Cash
3209 Archibald Way                                               at $1.00       
Whistler, BC V0N 1B3                                                            
--------------------------------------------------------------------------------
Northwest Imaging & FX            19,000      November 5, 1998   Issued for     
100 - 2338 Columbia Street                                       Services       
Vancouver, BC V5Y 3Y3                                                           
--------------------------------------------------------------------------------
Tracey Bell                        1,200      November 5, 1998   Issued for     
101-1184 Denman Street                                           Services       
Box 260, Vancouver, BC V6G 2M9                                                  
--------------------------------------------------------------------------------
Ken Chua                          20,000      November 5, 1998   Issued for     
10880 Maddocks Road                                              Services       
Richmond, BC V7A 3M8                                                            
--------------------------------------------------------------------------------
Jim Grisdale                      10,000      November 5, 1998   Issued for     
3905 W. 13th Avenue                                              Services       
Vancouver, BC V6R 2T1                                                           
--------------------------------------------------------------------------------
Daniel Chan                        8,760      November 5, 1998   Issued for Cash
337 W 2nd Avenue                                                 at $1.00       
Vancouver, BC V5Y 1C9                                                           
--------------------------------------------------------------------------------
Janice Bauer                         400      November 5, 1998   Issued for Cash
5843 Lickman Road                                                at $1.00       
Chilliwack, BC V2R 1B2                                                          
--------------------------------------------------------------------------------
Rick Warren                        1,500      November 5, 1998   Issued for Cash
46719 Woodspring Drive                                           at $1.00       
Chilliwack, BC V2R 3W6                                                          
--------------------------------------------------------------------------------
Shirley Warren                     1,500      November 5, 1998   Issued for Cash
46719 Woodspring Drive                                           at $1.00       
Chilliwack, BC V2R 3W6                                                          
--------------------------------------------------------------------------------
Janice Gear                        1,000      November 5, 1998   Issued for Cash
2469 Sunnyside Place                                             at $1.00       
Abbotsford, BC V2T 4C4                                                          
--------------------------------------------------------------------------------
Jean Scwartz                         200      November 5, 1998   Issued for     
6 West 38th Avenue                                               Services       
Vancouver, BC V5Y 2N4                                                           
--------------------------------------------------------------------------------
Geven Opal                         7,000      December 30, 1998  Issued for Cash
6949 Selkirk Street                                              at $1.00       
Vancouver, BC V6P 4H1                                                           
--------------------------------------------------------------------------------
Gary Lo                            2,000      December 30, 1998  Issued for Cash
6142 Beatrice Street                                             at $1.00       
Vancouver, BC V5P 3R2                                                           
--------------------------------------------------------------------------------
Murrary Weissman                   6,000      January 21, 1999   Issued for     
4605 Lankershim Blvd.                                            Services       
North Hollywood, CA 91602                                                       
--------------------------------------------------------------------------------

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================================================================================
No. of            
Name and Address               Shares         Date of Issue      Price Per Share
================================================================================
Dick Delson                        6,000      January 21, 1999   Issued for     
4605 Lankershim Blvd.                                            Services       
North Hollywood, CA 91602                                                       
--------------------------------------------------------------------------------
Blaine Ruzycki                   200,000      May 18, 1999       Issued for     
412 - 22nd Avenue N.E.                                           Services       
Calgary, AB Canada T2E 1T7                                                      
--------------------------------------------------------------------------------
Jerzy Babkowski                  100,000      July 9, 1999       Issued for     
2609 Harrier Drive                                               Services       
Coquitlam, BC V3E 2A7                                                           
--------------------------------------------------------------------------------
Granite Hill Limited             494,380      September 9, 1999  Line of Credit 
Box 71                                                           converted at   
Alofi, Niue                                                      $0.20          
--------------------------------------------------------------------------------
Ben Moglin                       100,000      September 30, 1999 Issued for     
116 - 1228 Marinaside Crescent                                   Services       
Vancouver, BC V6Z 2W4                                                           
--------------------------------------------------------------------------------
Jim Meier                        299,976      October 20, 1999   Issued for     
360 English Bluff Road                                           Services at    
Delta, BC                                                        $0.25          
--------------------------------------------------------------------------------

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 12,355,260 unregistered shares issued to  
October 31, 1999.                                                               

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.                                                        

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Page 31                                                                         

PART F/S                                                                        

Audited Financial Statements                                                    

The following financial statements are filed with this Form 10-SB:              
                                                                        Page No.
                                                                        --------

Accountant's Report                                                           31

Consolidated Financial Statements of Meier Worldwide Intermedia Inc. and        
Subsidiaries                                                                    

    Consolidated Balance Sheet as of October 31, 1999                         32

Consolidated Statements of Operations for the Years Ended               
October 31, 1999, 1998 and the Period June 17, 1997 (date               
    of inception) to October 31, 1997                                         33

Statement of Changes in Stockholders' Equity for the Period             
    June 17, 1997 to October 31, 1999                                         34

Consolidated Statement of Cash Flows for the Period from                
    June 17, 1997 to October 31, 1999                                         36

Notes to Financial Statements                                                 37

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Page 32                                                                         

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, 1999 and the related           
consolidated statement of operations, changes in stockholders' equity, and cash 
flows for the years ended October 31, 1999, 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, 1999 and the results of         
operations and cash flows for the years ended October 31, 1999, 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 described in   
Note 9. These financial statements do not include any adjustments that might    
result form the outcome of this uncertainty.                                    

April 10, 2000                                By: /s/ Andersen Anderson & Strong
                                              ----------------------------------
Salt Lake City, Utah.                                                           

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Page 33                                                                         

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
   (Development Stage Company)
  CONSOLIDATED BALANCE SHEET
      October 31, 1999
--------------------------------------------------------------------------------

                                                                October 31, 1999
ASSETS                                                                          

CURRENT ASSETS                                                                  
  Cash                                                              $       43
  Accounts receivable                                                       68
 Prepaid expenses                                                          -
                                                                      ----------
  Total Current Assets                                                     111
                                                                      ==========

OTHER ASSETS                                                                    
Advance security deposits - auto leases                                     -   
                                                                      ----------

LIABILITIES AND STOCKHOLDERS' EQUITY                                            

CURRENT LIABILITIES                                                             
Accounts payable - Note 6                                         $     - 
  Accrued rent payable - Note 4                                         41,435
  Accounts payable - related parties                                     3,288
  Accounts payable - other                                              15,343
                                                                      ----------
  Total Current Liabilities                                             60,066
                                                                      ----------

NON CURRENT LIABILITIES                                                         
  Note payable - long term - Note 6                                     32,431
                                                                      ----------

STOCKHOLDERS' EQUITY                                                            
Common stock                                                              
200,000,000 shares authorized, at $0.001 par value;                     
   12,355,260 shares issued and outstanding on October 31, 1999         12,355
  Capital in excess of par value                                     1,528,836
   Accumulated deficit                                               (1,633,577)
                                                                      ----------

   Total Stockholders' Equity (deficiency)                              (92,386)
                                                                      ----------

                                                                    $      111
                                                                      ==========

   The accompanying notes are an integral part of these financial statements

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Page 34                                                                         

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS   
For the Years Ended October 31, 1999, 1998 and  
    the Period June 17, 1997 (date of inception) to October 31, 1997
--------------------------------------------------------------------------------

                          October 31, 1999   October 31, 1998   October 31, 1997
                          ----------------   ----------------   ----------------
REVENUES                   $      -           $      625,528     $      148,072 

EXPENSES                                                                        

Operating and                                                             
administrative                                                          
    Professional                6,120                68,034             14,363
Advertising and                                                       
      promotion                26,296                65,125              5,830
    Auto expenses                 508                26,845              6,692
Office expenses and                                                   
      maintenance               9,357                41,342             12,499
    Insurance                    -                    5,558                250
    Rents - studios             6,000               786,445            100,896
    Travel                       -                   57,396                438
    Utilities                   5,488                18,364              4,472
 Bad debts                    -                   42,444               -
Services - management                                                 
      and other               144,755               605,131            100,896
                           ----------            ----------         ----------
Total Operating and                                                   
      administrative          198,524             1,716,684            238,588
                           ----------            ----------         ----------

    Interest                    4,212                 1,533              2,375
    Depreciation                 -                     -                   502
                            ---------             ---------          ---------
    Total Expenses            202,736             1,718,217            241,465
                           ----------            ----------         ----------

NET LOSS - before other                                                         
   income and losses          (202,736)           (1,092,689)           (93,393)

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

NET LOSS                   $   (77,713)       $   (1,462,471)     $     (93,393)
                           ==========         =============       ============

NET LOSS PER COMMON SHARE                                                       

Net loss before                                                           
 other income                (.018)                 (.10)              -
Gain on transfer of                                                       
subsidiaries and                                                      
 loss of assets               .011                 (0.03)              -
                           ----------            ----------         ----------

   Total basic            $      (.007)       $        (0.13)    $         (.01)
                           ----------            ----------         ----------

AVERAGE OUTSTANDING                                                             
COMMON SHARES                                                               

  Basic                    11,000,000            10,871,800         10,153,176
                           ----------            ----------         ----------

The accompanying notes are an integral part of these financial statements 

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Page 35                                                                         

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period June 17, 1997 (Date of Inception) to October 31, 1999
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

Issuance of common stock                                                        
for cash $.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               -  

 The accompanying notes are an integral part of these financial statements

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Page 36                                                                         

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Continued)
  Period June 17, 1997 (Date of Inception) to October 31, 1999
--------------------------------------------------------------------------------

Net operating loss for                                                          
the year ended October                                                      
  31, 1998                       -           -          -            (1,462,471)
                         -----------    -------    ---------       -----------
Balance October 31, 1998   11,467,320   $ 11,467   $1,247,888       $(1,555,864)

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

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

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

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

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

Contribution to capital -                                                       
expenses                       -          -           8,400             -   

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

Balance October 31, 1999   12,355,260   $ 12,355   $1,528,836      $ 1 ,633,577 
                         ===========    =======    =========       ===========

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

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Page 37                                                                         

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS   
for the Years Ended October 31, 1999, October 31, 1998
    and the Period June 17, 1997 (Date of Inception) to October 31, 1997
--------------------------------------------------------------------------------

                                       October 31,   October 31,   October 31,
                                      1999          1998          1997
                                       -----------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                                            

Net loss                              $   (77,719)   $(1,462,471)   $   (93,393)
Adjustments to reconcile net                                              
loss to net cash provided by                                              
operating activities                                                      

 Depreciation                               -              -               502
Amortization of lease purchase                                              
  deposit                                  6,063           -            21,889
Capital contributions and capital                                           
stock issued for services and                                             
  expenses                                98,400        372,542         74,488
  Changes in accounts receivables              68         35,446        (38,870)
  Changes in prepaid expenses                -           (25,179)          (680)
 Changes in accounts payable            (161,648)       137,610        121,856
Changes in sub-lease deposits              -           369,782           -  
Loss of assets                             -           369,782           -  

Net Cash Provided (Used)                                                        
 in Operations                          (108,970)      (572,270)       102,541
                                       -----------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES                                            

  Advance security deposit - auto lease      -              -           (17,422)
  Advance lease - purchase deposit           -              -          (362,319)
                                       -----------------------------------------

Net Cash Used for Investing                  -              -          (379,741)
                                                                    ------------

CASH FLOWS FROM FINANCING ACTIVITIES                                            

Proceeds from issuance of                                                       
 common stock                             81,560        596,945        200,308

Net Cash Provided by Financing                                                  
 Activities                               81,560        596,945        200,308
                                       -----------------------------------------

Net Increase (Decrease) in Cash           (27,410)        24,975          2,778 
Cash at Beginning of Period                27,453          2,778           -    

Cash at End of Period                 $        43   $     27,453   $      2,778 
                                      ==========    ===========    ===========

NON CASH FLOWS FROM OPERATIONS AND FINANCING ACTIVITIES                         
Issuance of 4,061,551 shares common capital stock for services                  
 - related parties-1997                                           $     89,560
                                                                   -----------
Issuance of 359,480 shares common capital stock for services                    
 - related parties-1998                                                372,542
                                                                   -----------
Issuance of 312,000 shares common capital stock for services                    
 - 1999                                                                 93,000
                                                                   -----------
Issuance of 494,380 shares common capital stock for payment of                  
 debt - 1999                                                            98,876
                                                                   -----------
Contribution to capital - expenses - related party                        8,400 
                                                                   -----------

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

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Page 38                                                                         

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.           

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

Basic net income (loss) per share amounts are computed based on the weighted    
average number of shares actually outstanding, after the stock split. Diluted   
net income (loss) per shares amounts are computed using the weighted average    
number of common shares and common equivalent shares outstanding as if shares   
had been issued on the exercise of the preferred share rights unless the        
exercise becomes antidilutive and then only the basic per share amounts are     
shown in the report.                                                            

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

On October 31, 1999 the Company had a net operating loss carryover of           
$1,633,577. 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.                                          

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.           

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Page 39                                                                         

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
     NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

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 is recognized.
The functional currency is considered to be US dollars.                         

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

Through 1998 the business activity of the Company consisted of leasing and then 
subleasing sound studio space to the entertainment industry. The Company's sole 
revenue source was sublease payments.  Lease income received from tenants and   
lease expense paid to property owners by the Company was assigned to income and 
expense during the period defined by the lease agreements, except that during   
1998 the leasing activity of the Company was lost, resulting in the loss of     
assets shown in the operating statement. See note 4. After 1998 there has been  
no income and the activity of the Company is outlined in note 3.                

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.                                                                         

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.                                           

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

The Company adopted Statement of Financial Accounting Standards No. 130. The    
adoption of this standard had no impact on the total stockholders' equity on    
June 30, 1999.                                                                  

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

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

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 and were recorded on the books of the Company at the   
costs of organization. On November 1, 1998 all of the outstanding stock of the  

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MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
     NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

subsidiaries indicated by (1) was transferred to a related party (James Meier), 
for nominal consideration, and the Company discontinued the operations they     
previously conducted. The transfer resulted in a net gain to the Company of     
$125,023 and was reported in November 1999. The measurement date and the        
disposal date of the segment transferred was considered to be November 1, 1999. 
The remaining segment of operations of the Company after the disposal is        
outlined below.                                                                 

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

4.   REAL PROPERTY LEASE-PURCHASE AGREEMENT                                     

On August 18, 1997 subsidiaries of the Company (through one of its subsidiaries)
completed a lease agreement, including an option to purchase, with 289 Taurus   
Ventures Ltd. (a non-related party), for land and building, located in Delta,   
British Columbia, containing 65,000 square feet of building space and 13 acres  
of land for use in the motion picture industry.                                 

Under the terms of the lease the lease had a five-year life with a five year    
renewal provision, and provided for an advance payment of $362,319, which was   
paid by the Company, and included the following conditions to be performed by:  

289 Taurus Ventures Ltd. (the landlord)                                         
---------------------------------------                                         
-   Construct an addition to the present building to increase its size to       
180,000 square feet.                                                    
-   Construct an office building on the front of the property containing        
35,000 to 45,000 square feet.                                           
-   Construct an additional building of 1,000 by 100 feet with 50 foot high     
ceilings to be used as sound stages.                                    
-   Construct an additional building of 25,000 square feet to be used for set   
construction.                                                           
-   Install landscaping, parking, roads and lighting.                           

The Company (the tenant)                                                        
------------------------                                                        
The base rent for the building is $76,087 payable monthly, plus applicable taxes
with additional monthly rents for the use of the land surrounding the building  
payable at $0.72 per square foot used, with a minimum of $3,623, plus taxes,    
plus additional rents to cover services and expenses paid on the property by the

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MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
     NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

landlord with a minimum monthly amount of $4,438. The base rents are reduced to 
$25,362 per month until the addition to the present building described above is 
completed.  Additional rents will be payable on the completion of the other     
buildings as described above. At the date of this report the construction was in
progress to enlarge the present building. During the term of the agreement the  
base rents will be reduced by 25% with that amount being applied against the    
advance payment until it has been amortized.                                    

The agreement provides for an option to purchase the property, which includes   
the completed addition, at any time within the term of the lease for CDN        
$17,500,000, increased by the costs plus 10% of the new buildings and land      
improvements completed at the time of purchase. On July 31 of each year, prior  
to this option being exercised, the price as determined at that time, shall be  
increased by 10%, less any additional rents received by the tenant and paid to  
the landlord under the sub lease agreement described below. The tenant may sub  
lease the property, with the approval of the landlord, but the tenant must pay  
the landlord 90% of rent received over the base rent due by the tenant. Base    
rent, however, does not include land rent for these purposes.                   

After August 17, 1998, the agreement provides for the landlord's right to       
require the tenant to exercise the option to purchase at any time during the    
remaining term of the lease and after a 90 day notice, to purchase within six   
months, and upon tenant's failure to purchase, the landlord may cancel the      
option to purchase.                                                             

At February 28, 1998, $43,478 of advance payments had been amortized to         
expenses.                                                                       

After notice, the landlord has a right to terminate the agreement if the rents  
and additional rents become 15 days past due. For reporting purposes, the lease 
is considered to be an operating lease.                                         

By October 31, 1998, the lease and option to purchase had been lost due to      
nonpayment of base rents and nonperformance on the lease by the Company, and a  
legal action, for eviction and damages in the amount of $308,040 was started by 
the lessor and the Company's sub-lessees. Management and counsel believe that   
the damages against the Company and its subsidiaries will not be more than      
$184,133 (this being Management's estimation of the actual damages suffered by  
the landlord as a result of the Company's breach of the lease after deduction of
$117,660 that has already been paid into court by the Company's former          
subsidiary Meier Studios Inc.) which is shown as a payable in the balance sheet 
on October 31, 1998. The loss of the lease resulted in a net loss of $369,782   
resulting from the loss of advance rents paid to the landlord and damages       
claimed as set out above, offset by the advance rents received from the         
Company's sub-tenants. The Company has guaranteed $41,435 of the amount         
claimed by landlord against the subsidiary. The amount guaranteed by the        
Company ($41,435) remained as a payable on the books of the Company after the   
transfer of the subsidiaries to a related party (James Meier) on November 1,    
1999.                                                                           

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 (James Meier), which is shown at   
his historical cost of zero.                                                    

6.   NOTE PAYABLE                                                               

On August 15, 1997 the Company received a loan of $27,397 from a non-related    
party. A legal action was started for collection of the amount due by the       
Company after management failed to pay the loan on time. Management's failure   
to pay was a result of the Company's cash situation at the time the note came   
due. 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.                                              

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MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
     NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

7.   RELATED PARTY TRANSACTIONS                                                 

The balance sheet, the statement of changes in stockholders' equity, and cash   
flows include identified related party transactions. See note 8 for service     
contracts with officers of the Company and note 5 for the acquisition of movie  
rights.                                                                         

Related parties have acquired 38% of the outstanding stock of the Company.      

8.   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. This amount is shown as part of the         
accounts payables. See note 4.                                                  

A legal action was started against the Company, subsequent to the balance sheet 
date, by an individual claiming unpaid wages of CDN $83,333.33 (US$56,816.88)   
plus damages for wrongful dismissal, interest and costs. Management believes    
that the claim is frivolous and without merit and the action has not been       
pursued by the plaintiff since the Company filed its statement of defense on    
January 18, 1999.                                                               

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 under such agreements through September 1999   
were paid by the issuance of common capital stock of the Company.               

9.   GOING CONCERN                                                              

On the report date the Company did not have the working capital to service its  
debt for the coming year and for its planned activity. Continuation of the      
Company 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 and operate during the coming year.                              

There can be no assurance that they can be successful in this effort.           

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Page 43                                                                         

  PART III

Item 1.     Index to 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.        

Item 2.     Description to Exhibits                                             

Exhibits are attached immediately following the Signature Page (see Page  
20) and Index to Exhibits.                                                      

    SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the       
registrant has caused this amendment no. 1 to the registration statement to be  
signed on its behalf by the undersigned, thereunto duly authorized.             

      MEIER WORLDWIDE INTERMEDIA, INC.
            (Registrant)

Date: June 28, 2000        By:   /s/ JAMES MEIER                                
---------------------     
James Meier, President    

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Page 44                                                                         

Item 1.                  Index to Exhibits                                      

Exhibit No.                                                                 Page
                                                                             No.
3     Charter, By-Laws and Articles of Incorporation of Registrant filed        
June 17, 1997                                                       
4     Instruments Defining Rights of Security Holders - see Exhibit # 1 -       
"By-Laws"                                                           
4     Text of certificates for common stock                                     
10    Material Contracts not made in the ordinary course of business:           
10a   Transfer Agent and Registrar Agreement between Registrant and Nevada      
Agency & Trust Co. dated January 15, 1998                           
10b   Asset purchase agreement date July 1, 1997 between Registrant and         
Gyro-Gym Enterprises Inc.                                           
10c   Movie rights assignment dated August 27,1997, from Meier Entertainment    
Group Inc., to Registrant.                                          
10d   An agreement between Dennis Rudd and G. G. Studios Inc. dated October     
6, 1997                                                             
10e   Bill of Sale dated August November 1, 1998 between the Registrant and     
Five Subsidiary companies.                                          
10f   An Agreement dated August 5, 1998 between the Registrant and Emerson      
Bennet & Associates                                                 
10g   Convertible Line of Credit agreement dated April 9, 1999, between the     
Registrant and Granite Hill Limited                                 
21    Current Subsidiaries of the Registrant                                    
23    Consent of Andersen Andersen & Strong, L.C. Certified Public              
Accountants                                                         
27    Financial Data Schedule                                                   

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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		6/28/00		45
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		12/22/99		12		22
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		1/21/99		31		32
		1/18/99		12		44
		12/30/98		31
		12/4/98		11
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		11/1/98		3		46
		10/31/98		16		43
		10/26/98		20
		10/23/98		17
		9/16/98		3		42
		9/4/98		12		22
		8/28/98		31
		8/18/98		12		22
		8/17/98		43
		8/5/98		46
		7/31/98		30		31
		6/15/98		28		30
		4/14/98		26		28
		4/1/98		11		21
		3/31/98		11		21
		3/26/98		3		42
		2/28/98		43
		1/30/98		23		26
		12/18/97		3		42
		12/17/97		12		22
		12/15/97		12		22
		10/31/97		10		39
		10/6/97		3		42
		8/25/97		42
		8/18/97		42
		8/15/97		12		43
		7/30/97		23
		7/1/97		46
		6/30/97		3		23
		6/17/97		3		40
		11/28/96		3		42
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