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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         117    508K 
                          Small-Business Issuer                                  
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     1      5K 

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/1                                                        

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                                      12 
Item 4          Security Ownership of Certain Beneficial Owners                 
               and Management                                               13
Item 5          Directors, Executive Officers, Promoters and                    
               Control Persons                                              14
Item 6          Executive Compensation                                       15 
Item 7          Certain Relationships and Related Transactions               17 
Item 8          Description of Securities                                    18 

   PART II

Item 1          Market Price of Registrants Common Equity and Other             
               Shareholder Matters                                          19
Item 2          Legal Proceedings                                            20 
Item 3          Changes in and Disagreements With Accountants                21 
Item 4          Recent Sales of Unregistered Securities                      21 
Item 5          Indemnification of Directors and Officers                    31 

    PART F/S

Financial Statements                                                      32-62 

    PART III

Item 1          Index to Exhibits                                            63 
Item 2          Description of Exhibits                                      63 

Signature Page                                                               63 

     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 $6.50to 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 subsidiariesThese 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 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

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        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, however
        the Company has granted the Chief Operating Officer of Meier Rose,
     Alexandra Rose, stock options to purchase 200,000 shares of the
      Company at $0.75 per share.per common share (see Part 1, Item 7,
          "Certain Relationships and Related Transactions"). Contractual terms
           and conditions between the Company and Meier Rose will be established
         for each individual film to be produced by Meier Rose.  The Company
is presently looking for suitable products.               

According to the BC Film Commission, British Columbia is internationally known  
as Hollywood North, and is now considered to be the third largest film          
production center in the world, after California and New York. Vancouver is also
recognized for the production of successful television shows, television        
commercials, animations and graphics.                                           

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

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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
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.         

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4.     The Company's success will depend largely upon the performance of its    
   founders and executive officers, James Meier, President and Director,
Harry Evans, Executive Vice President and Director, Carrie Hunter,
    Corporate Secretary and Director, John Meier, consultant and Alexandra
      Rose, Producer. The loss of the services of these individuals would have
      a materially adverse effect on the Company if a replacement could not be
     found. In addition, the Company will need to attract and retain skilled
      and experienced sales and technical staff to successfully accomplish its
   business plan. Competition for experienced personnel in the Company's
       industries is intense. In the event that the Company is unable to attract
       and retain certain skilled staff, or if the Company loses the services of
   any of its key personnel, there can be no assurances that replacement
     personnel with similar contacts, experience and skills, could be found.

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

6.     Due to the concentration of the Company's shares in Meier Entertainment  
Group Inc., there are significant risk factors to the ordinary    
   shareholder. As at September 30, 1999, the Company's President, James
    Meier, remains in effective control of the Company with the ability to
     elect all of the Company's directors and to authorize certain corporate
  transactions that require stockholder approval, in each case without
concurrence of the Company's minority stockholders.               

7.     Present Management of the Company has a limited knowledge of how to      
    produce movies, and the Company has a lack of operating history in the
      movie production business. However, the Chief Operating Officer of Meier
Rose, Alexandra Rose, has a strong background in successful movie 
     production, and it is the Company's intention that she will produce all
movies.                                                           

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

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Reports to Security Holders                                                     

The Company intends to become a reporting company and will deliver an annual    
report to security holders of record. The report will include audited financial 
statements. The Company is responsible for timely filing of the same with the   
Securities and Exchange Commission.                                             

Item  2.          Management's Discussion and Analysis or Plan of Operation     

Plan of Operation                                                               

In the future, the Company will seek to establish its business of film          
production, as well as provide financing for production of its movie on the life
of John Meier and other films.  The Company also intends to devote additional   
resources to development of its Internet and multi-media video technology       
business, (see Part I, Item 1,"Current Business Description"). As at September  
30, 1999, the Company does not have adequate resources to cover ongoing         
operations, and has no assets. The Company is a young company and going through 
a transitional stage of establishing an infrastructure and focus for future     
development. Management is confident that sufficient funding for working capital
needs of US$60,000 per year and additional project financing can be completed in
the near future.                                                                

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 year ended Oct 31, 1997, 1998  
and for the nine months ended July 31,1999, please refer to Part F/S "Financial 
Statements".                                                                    

Cash Flows                                                                      

From June 17, 1997 to July 31, 1999, the Company generated cash outflows of     
$950,998 and $1 from operating activities and investing activities respectively 
and cash inflows of $950,987 from financing activities.  Cash outflows of       
$950,998 from operating activities were largely attributable to the incurrence  

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of cumulative net losses of $1,682,075 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 $2,123,719, write-off  
of assets of $369,782 and write-off of related party debts of $987,943.         
Write-off of related party debts reflect those debts previously receivable from 
wholly owned subsidiaries which were disposed in November 1998.  Partially      
off-setting operating cash outflows from cumulative net losses from June 17,    
1997 to July 31, 1999, is the issuance of capital stock for services and        
expenses of $601,902.                                                           

During the same period, cash outflow of $1 from investing activities represents 
the written-down investment for a 20% interest in Meier Rose.                   

From June 17, 1997 to July 31, 1999, net proceeds of $832,013 in equity capital 
from the issuance of common shares with a par value of $0.001 per share and net 
proceeds of $118,974 from debt capital, which includes a convertible line of    
credit, contributed to cash inflows of $950,987 from financing activities.      
Gross proceeds of $1,433,915 in equity capital for the period were realized from
the issuance of 11,860,880 common shares.                                       

From June 17, 1997 to July 31, 1999, the Company had a net decrease of $12 in   
cash flows, resulting in a bank overdraft of the same amount from continuing    
operations.                                                                     

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.               

As at September 30, 1999, the Company had no assets and liabilities of          
US$248,200.                                                                     

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

As of July 31, 1999, the Company currently has no assets and liabilities of     
US$248,161. A portion of these liabilities totaling US$74,994 is owed by the    
Company to James Meier, who has agreed to accept 299,976 restricted shares at   
US$0.25 per share as settlement in full.  On September 9, 1999, the loan payable
of US$98,876 was settled and converted to common shares (see Note 14, "Interim  
Unaudited Financial Statements"). James Meier has agreed to forgo his monthly   
fees of US$5,000 for the next six months commencing November 1,1999 for which he
has agreed to accept restricted stock at current market price (an average price 
to be determined at the end of the six months) in consideration. Management will
settle current outstanding debt with existing creditors by issuing shares for   
debt.                                                                           

As of September 30, 1999 the following lawsuits and claims have been made       
against the Company and/or subsidiaries of the Company:                         

1.     Appin Holdings Ltd. v. Meier Studios (B.B.) Inc. and the Company (Supreme
Court of British Columbia, Vancouver Registry, action # C992772, commenced June 
1, 1999): under a written lease date March 31, 1998, Appin Holdings Ltd. leased 
to Meier Studios (B.B.) Inc., movie studio premises located at 6228 Beresford   
Street, Burnaby, B.C. for a term of five years commencing April 1, 1998. Under a
written agreement dated April 1, 1998, the Company agreed to guarantee the lease

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

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.                                                                        

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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, 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 moive 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. No   
amount has been accrued on the Company's books as Management does not believe   
there is any reasonable prospect that the suit against it will be successful.   

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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 September  
30, 1999.                                                                       

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

*Meier Entertainment Group Inc. 4,550,000     3,550,0001,2 1,000,0003    36.8%  
360 English Bluff Road                                                          
Delta, BC  V4M 2N1                                                              

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

Notes:                                                                          
     As of September 30, 1999, there were 12,455,260 shares outstanding.  Unless

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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.                                     
3     Under Rule 13-d under the Exchange Act, shares not outstanding but subject
    to options, warrants, rights, or conversion privileges pursuant to which
such shares may be acquired in the next 60 days are deemed to be    
  outstanding for the purpose of computing the percentage of outstanding
shares owned by the persons having such rights, but are not deemed  
 outstanding for the purpose of computing the percentage for any other
person.                                                             
*     Meier Entertainment Group Inc. is wholly owned by James Meier.            

Security Ownership of Management                                                

The following table sets forth certain information with respect to the          
beneficial ownership of each officer and director, and of all directors and     
executive officers as a group as of September 30, 1999.                         

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

*Meier Entertainment Group Inc. 4,550,0001     3,550,0001 1,000,000    36.8%    
360 English Bluff Road                                                          
Delta, BC V4M 2N1                                                               
Canada                                                                          

Harry Evans                       100,000           0       100,000       *     
1777 Via Verde Drive                                                            
Rialto, CA  92377                                                               
USA                                                                             

Carrie Hunter                           03          0          0          *     
2588 Westhill Drive, #205                                                       
West Vancouver, B.C.V7S 3B6                                                     
Canada                                                                          

Michael Laidlaw                         0           0          0          *     
55 Falcon Way                                                                   
The Isle of Dogs                                                                
London, E14 9U8                                                                 
England                                                                         

All officers and directors (as a group of four persons)                  37.6%  

Notes:                                                                
   Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.                                             
1     Includes 3,500,000 shares issued in June 1997 to Meier Entertainment Group
   Inc., of which James Meier is president and controlling stockholder and
50,000 shares transferred from Carrie Hunter.                       
2     In accordance with Rule 13-d under the Exchange Act, shares not           
outstanding but subject to options, warrants, rights or conversion  
   privileges pursuant to which such shares may be acquired in the next 60
days are deemed to be outstanding for the purpose of computing the  
     percentage of outstanding shares owned by the persons having such rights,
      but are not deemed outstanding for the purpose of computing the percentage
for any other person.                                               
3     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

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    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 September 30, 1999. Directors are elected 
at the Company's annual meeting of stockholders and hold office until their     
successors are elected and qualified.  The Company's officers are appointed     
annually by the Board of Directors and serve at the pleasure of the Board. The  
date of the Company's 1999 Annual General Meeting of Stockholders has not yet   
been set.                                                                       

                                                                Term as Director
  Name                         Positions Held                            Expires
 ----                          --------------                            -------

James Meier               President/CEO/ Director                         1999  
Harry Evans               Vice President/Director                         1999  
Michael Laidlaw           Director                                        1999  
Carrie Hunter             Director/Secretary Treasurer                    1999  
Blaine Ruzycki            Promoter                                              

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

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of Gloria! Management, a communications consulting firm that she founded in     
1994. From 1979 to 1994, she was president of the Banff Television Festival.    
From 1994 to 1997, she has served as administrative director of the British     
Columbia Motion Picture Association.                                            

James Meier is the only executive officer who works full time for the Company.  
The other Directors and Officers devote such time as their responsibilities     
require.  None of the Company's Directors are directors of other companies      
registered under the Securities Exchange Act of 1934.                           

Blaine Ruzycki, 34, is considered to be the promoter for the Company. He resides
in Alberta, Canada, and is responsible for providing stockholder relations      
services for the Company.  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)                                            
                                  Long Term Compensation (in US Dollars)

           Annual Compensation               Awards          Payouts
(a)              (b)        (c)     (e)      (f)      (g)      (h)      (i)   
                                    Other  Restricted                  All other
                                    annual   stock     Options/ LTIP     compen-
Name and principal                  comp.    awards     SARs   payouts   sation 
position          Year      Salary   ($)      ($)       (#)      ($)       ($)  
--------          ----      ------   ---     ------    ------  ------    -------

*James Meier,   1997/98    $60,000    0        0     1,000,000    0         0   
President, CEO     1999    $60,000    0        0         0        0         0   

Carrie Hunter,  1997/98    $16,022,   0     50,000       0        0         0   
Secretary,                                                                      
Treasurer1999      1999        0      0        0         0        0         0   

Harry Evans        1998        0      0        0       100,000    0         0   
Exec. VP &                                                                      
Director           1999        0      0        0         0        0         0   

Alexandra Rose     1999        0      0        0       200,000    0         0   
COO Meier Rose                                                                  

Note:                                                                           
* Includes options issued to Meier Entertainment Group Inc., which is wholly    
owned by James Meier.                                                           

Options Outstanding                                                             

A total of 2,800,000 stock options have been granted from inception to September
30, 1999. No options have been exercised to this date. The 1,000,000 options    
granted to International Financial Corporation in March 1998 were terminated by 
the Company in March 1999, and are not included in this table.                  

   Individual Grants
------------------------------------------------------------------------------- 
   Individual Grants
------------------------------------------------------------------------------- 

                                                        [Enlarge/Download Table]

(a)                       (b)                (c)                     d)                 (e)      
                       Number of          % of Total                                             
                  Securities Underlying   Options/SARs                                           
                      Options/SARs        Granted to Employees  Exercise or Base     Expiration  
Name                    Granted           in Fiscal Year          Price ($/Sh)          Date     
-------------------------------------------------------------------------------------------------
                                                                                                 
Alexandra Rose          200,000               11%                     .75          March 17, 2004
John Meier              500,000             27.7%                     .75          March 17, 2004
Harry Evans             100,000             5.55%                    1.00           March 4, 2003
Meier Entertainment   1,000,000             55.5%                    1.00        October 23, 2003
Group Inc. (wholly                                                                               
owned by James Meier)                                                                            

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Summary of Individual Options Granted and Outstanding to September 30, 1999.    

In March 1999, the Company granted options to purchase 200,000 shares of the    
Company's stock to Alexandra Rose, Chief Operating Officer of Meier Rose        
Pictures Inc., for providing services as a Producer in relation to certain film 
productions. Such options are exercisable at US$0.75 per share at any time      
between March 17, 1999 and March 17, 2004.                                      

In March 1999, the Company granted options to purchase 500,000 shares of the    
Company's stock to John Meier, for consulting services. Such options are        
exercisable at US$0.75 per share at any time between March 17, 1999 and March   
17, 2004.                                                                       

In October 1998, the Company granted options to purchase 1,000,000 shares of the
Company's stock to Meier Entertainment Group Inc., for consulting services. Such
options are exercisable at US$1.00 per share at any time between October 23,    
1998 and October 23, 2003.                                                      

In January 1998, the Company granted options to purchase 100,000 shares of the  
Company's stock to Harry Evans, a director of the Company.  Such options are    
exercisable at US$1.00 per share at any time between March 4, 1999 and March 4, 
2003.                                                                           

As of September 30, 1999, none of the above options have been exercised. No     
other options were granted in the last fiscal year to any of the Company's      
officers or Directors, but it is contemplated that the Company may issue        
additional options to officers, directors, advisors, and key employees in the   
future.                                                                         

In March 1998, the Company issued options to purchase 1,000,000 shares of the   
Company's stock to International Financial Corporation, for investor relation's 
services to the company. Such options were exercisable at US$1.00 per share at  
any time between March 4, 1999 and March 4, 2003. The services of the company   
were discontinued because they did not result in a financing and the option is  
no longer valid. No options were exercised.                                     

Aggregated Fiscal Year End Option/SAR Values                                    

                                                        [Enlarge/Download Table]

(a)                     (b)              (c)               (d)                (e)            
                                                        Number of            Value of        
                                                    Securities Underlying   Unexercised      
                                                       Unexercised          In-the-Money     
                                                       Options/SARS at      Options/SARS at  
                                                       FY-End July 31/99    FY-End July 31/99

Name                 Shares Granted  Value Realized    Exercisable          Exercisable      
---------------------------------------------------------------------------------------------
                                                                                             
*James Meier, CEO     1,000,000            0           1,000,000               0             
(Meier Entertainment                                                                         
Group Inc.)                                                                                  
John Meier              500,000            0             500,000               0             
Harry Evans             100,000            0             100,000               0             
Alexandra Rose          200,000            0             200,000               0             

Note:                                                                           
*Includes options issued to Meier Entertainment Group Inc. which is 100% owned  
by James Meier.                                                                 

Item  7.          Certain Relationships and Related Transactions                

On June 30, 1997, the Company issued 3,500,000 shares of its common stock to    

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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 September 30, 1999, 12,355,260 shares were outstanding. 

Common Stock                                                                    

Each holder of record of the Company's common stock is entitled to one vote per 
share in the election of the Company's directors and all other matters submitted
to the Company's stockholders for a vote.  Holders of the Company's common stock
are also entitled to share ratably in all dividends when, as, and if declared by
the Company's Board of Directors from funds legally available therefore, and to 
share ratably in all assets available for distribution to the Company's         
stockholders upon liquidation or dissolution, subject in both cases to any      
preference that may be applicable to any outstanding preferred stock.  There are
no preemptive rights to subscribe to any of the Company's securities, and no    
conversion rights or sinking fund pro-visions applicable to the common stock.   

Neither the Company's articles of incorporation nor its bylaws provide for      
cumulative voting.  Accordingly, persons who own or control a majority of the   
shares outstanding may elect all of the Company's directors, and persons owning 
less than a majority could be foreclosed from electing any.                     

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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        
Jul 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 September 30,
1999 is 784.                                                                    

Dividends                                                                       

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

Year 2000 Computer Problems                                                     

The 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 September 30, 1999 the following lawsuits and claims have been made       
against the Company and/or subsidiaries of the Company:                         

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

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 
it's statement of defense on January 18, 1999, there has been no further action 
taken by Ms. Giesse in relation to her claim.                                   

4.     Michael McGowan v. the Company, Meier Studios (Lake City) Inc., Meier    
Worldwide Entertainment B.C. Ltd. and G.G. Studios Ltd. (Supreme Court of       
British Columbia, Vancouver Registry, action # C992476, commenced May 14, 1999):
Mr. McGowan loaned CDN$40,000 (US$26,890.75) without specific terms as to       
interest and 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 September 30, 1999, the Company's Auditors were Andersen,     
Andersen & Strong, L.C. of Salt Lake City, Utah, U.S.A. Such firm's Audited     
financial statements for the period from inception to October 31,1998, did not  
contain any adverse opinion or disclaimer, nor were there any disagreements     
between them and the management of the Company.                                 

Item  4.          Recent Sales of Unregistered Securities                       

From inception through September 30, 1999, the Company has issued and/or sold   
the following unregistered securities. Such transactions were exempt from       
registration by virtue of Rule 504 of Regulation D promulgated under the        
Securities Act of 1933.  Such transactions were also exempt from registration by

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virtue of the fact that they did not involve a public offering of securities and
occurred outside of the United States.                                          

No. of
Name and Address of                  Shares     Date of Issue    Price Per Share
Shareholder                                                                     
================================================================================
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 Inc. 925,000       June 30, 1997    Issued for Cash
No. 2 Commercial Centre Square                                   at $.001       
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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--------------------------------------------------------------------------------
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 Canada V3B 3A8                                $1.00          
--------------------------------------------------------------------------------
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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--------------------------------------------------------------------------------
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 Avernue                                             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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--------------------------------------------------------------------------------
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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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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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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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                                                at $1.00       
Richmond, BC  V6W 1G7                                                           
--------------------------------------------------------------------------------
Hyphen International Trading Ltd.   2,857      June 15, 1998     Issued for Cash
Suite 304 - 7117 Antrim Avenue                                   at $1.00       
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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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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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 & Associates Inc. 350,000     August 28, 1998    Issued for     
6261 NW 6th Way Suite 207                                        Services       
Fort Lauderdale , FL  33309                                                     
--------------------------------------------------------------------------------
Ossie Bains                         3,000     November 5, 1998   Issued for Cash
9-1063 Valewood Trail                                            at $1.00       
Victoria, BC  V8X                                                               
--------------------------------------------------------------------------------
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                                                     
--------------------------------------------------------------------------------
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                                                              
--------------------------------------------------------------------------------
Murrary Weissman                    6,000     January 21, 1999   Issued for     
4605 Lankershim Blvd.                                            Services       
North Hollywood, CA 91602                                                       
--------------------------------------------------------------------------------

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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                                               Service        
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                                                              
--------------------------------------------------------------------------------
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 12,455,260 unregistered shares issued to  
September 30, 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 32                                                                         

             PART II F/S

                  Audited Financial Statements

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

Accountant's  Report                                                         33 
Consolidated Financial Statements of Meier Worldwide Intermedia                 
 and Subsidiaries                                                        34-35
Consolidated Balance Sheets as of October 31, 1998 and                
October 31, 1997                                                      
Consolidated Statements of Operations for the Year Ended October                
  31, 1998 and the Period                                                   36
June 17, 1997 (date of inception) to October 31, 1997                         
Statement of Changes in Stockholders' Equity Period                       37-38 
from June 17, 1997 to October 31, 1998                                
Consolidated Statement of Cash Flows for the Period from June 17, 1997    39-40 
to October 31, 1998                                                   
Notes to Financial Statements (Unaudited)                                 41-45 
November 1, 1998                                                      
Consolidated Balance Sheet (Unaudited) November 1, 1998                      46 

            INTERIM UNAUDITED FINANCIAL STATEMENTS FOR THE
             THIRD QUARTER JULY 31, 1999

                (Unaudited - Prepared by Management)

The following financial statements are filed with this Form 10-SB.              

                                                                      Page No.
                                                                      --------

Cover Page                                                                   47 
Accountants'  Report                                                         48 
Meier Worldwide Intermedia Inc. and Subsidiaries                          49-50 
Interim Unaudited Consolidated Balance Sheets                     
Interim Unaudited Consolidated Statements of Operations                      51 
Interim Unaudited Statement of Changes in Stockholders Equity for the     52-54 
Period from June 17, 1997 (Date of Inception) to July 31, 1999    
Interim Unaudited Consolidated Statements of Cash Flows                   55-57 
Notes to the Interim Unaudited Financial Statements July 31, 1999.        58-62 
Board of Directors                                                              
Meier Worldwide Intermedia Inc. and Subsidiaries                                
Vancouver, B.C. Canada                                                          

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Page 33                                                                         

              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying consolidated balance sheet of Meier Worldwide  
Intermedia Inc, and subsidiaries, at October 31, 1998 and October 31, 1997 and  
the consolidated statement of operations, changes in stockholders' equity, and  
cash flows for the year ended October 31, 1998 and the period from June 17, 1997
(date of inception) to October 31, 1997. These financial statements are the     
responsibility of the Company's management. Our responsibility is to express an 
opinion on these financial statements based on our audits.                      

We conducted our audits in accordance with generally accepted auditing          
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes 
assessing the accounting principles used and significant estimates made by      
management, as well as evaluating the overall financial statement presentation. 
We believe that our audits provide a reasonable basis for our opinion.          

In our opinion the consolidated financial statements referred to above present  
fairly, in all material respects, the financial position for Meier Worldwide    
Intermedia Inc. and Subsidiaries at October 31, 1998 and October 31, 1997, and  
the results of operations and cash flows for the year ended October 31, 1998 and
the period June 17, 1997 (date of inception) to October 31, 1997, in conformity 
with generally accepted accounting principles.                                  

The accompanying financial statements have been prepared assuming that the      
Company will continue as a going concern. The Company will need additional      
working capital to service its debt for the coming year and for its planned     
activity, which raises substantial doubt about its ability to continue as a     
going concern. Management's plans in regard to these matters are describer in   
Note 10. These financial statements do not include any adjustments that might   
result form the outcome of this uncertainty.                                    

September 24, 1999                          By: /s/ Andersen Anderson & Strong  
                                          ----------------------------------
Salt Lake City, Utah.                                                           

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Page 34                                                                         

    MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
         CONSOLIDATED BALANCE SHEETS
         October 31, 1998 and October 31, 1997
         -------------------------------------

            ASSETS

CURRENT ASSETS                               October                    October 
                                           31, 1998                   31, 1997
                                          ---------                  ---------

   Cash                                  $     27,453                      2,778
Accountants receivable -                                                  
        related parties                          -                        35,446
   Prepaid expenses                            25,860                        680
                                               ------                   --------
      Total Current Assets                     53,313                     38,904

PROPERTY AND EQUIPMENT -net of accumulated                                      
   Depreciation - Note 2                         -                        14,569
                                               ------                   --------

OTHER ASSETS                                                                    

Advance lease-purchase deposit-                                           
       Land and buildings - Note 4               -                       340,430
   Advance security deposits - auto leases      6,063                     17,422
   Accounts receivable - officer                 -                         3,424
Motion picture rights - Notes 5               -                          -
                                              -------                   --------
                                                6,063                    361,276
                                              -------                   --------
                                            $  59,376                 $  414,749

            LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES                                                             

Current portion long term debt - Note 6  $  8,064                  $     -
Accrued rent payable - Note 4             184,133                        -
   Accounts payable - related parties         81,548                      83,841
   Accounts payable - other                   61,593                     117,684
                                             -------                  ----------
      Total current Liabilities              335,338                     201,525
                                             -------                  ----------

NON CURRENT LIABILITIES                                                         

   Advance sub-lease deposits received          -                         16,749
Note payable - long term - Note            20,547                        -
                                             -------                 -----------
                                              20,547                      16,749
                                             -------                 -----------

     The accompanying notes are an integral part of these financial statements

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      MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
       CONSOLIDATED BALANCE SHEETS - continued
         October 31, 1998 and October 31, 1997
--------------------------------------------------------------------------------

STOCKHOLDERS EQUITY                          October                    October 
                                           31, 1998                   31, 1997
                                          ---------                  ---------

Common stock                                                                    
200,000,000 shares authorized, at                                         
$.001 par value;                                                  
11,467 issued and outstanding at                                          
October 31, 1998;                                                 
10,308,542 at October 31, 1997            11,467                    10,309

Capital in excess of par value            1,247,888                   279,559   

Accumulated deficit                      (1,555,864)                  (93,393)  
                                     -----------                  --------

Total Stockholders' Equity (deficiency) (296,509)                  196,475
                                         -------                  --------
                                       $  59,376                $  414,749
                                       ---------                ----------

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

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

                                          Year Ended               June 17, 1997
                                             October                  to October
                                          31, 1998                    31, 1997
                                         -----------                 ---------

REVENUES                                  $ 625,528                   $ 148,072 
                                         ---------                   ---------

EXPENSES                                                                        

  Operating and administrative1          1,716,684                     238,588
  Interest                                   1,533                       2,375
  Depreciation                                -                            502
Loss of assets2                          369,782                   $    - 
                                        -----------                     --------
                                         2,087,999                     241,465
                                          ---------                      -------
NET LOSS                                 (1,462,471)                   $(93,393)
                                        -----------                    ---------

LOSS PER COMMON SHARE                                                           

Basic                                 $    (0.13)                   $   - 
                                        -----------                   ----------

AVERAGE OUTSTANDING COMMON SHARES                                               

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

1   Operating and Administration Expenses for the year ended October 31, 1998   
consisted of the following:                                             

Professional                          $     68,034            
Advertising and promotion                   65,125            
Auto expenses                               26,845            
Office expenses and maintenance             41,342            
Insurance                                    5,558            
Rents - studios                            786,445            
Travel                                      57,396            
Utilities                                   18,364            
Bad debts                                   42,444            
Services - management and other            605,131            
                               -------
                       $     1,716,684
                             ---------
2  Loss of Assets - The $369,782 loss in assets resulted from the loss of a     
commercial lease made by the Company with 289 Taurus Ventures Ltd. for a 64,000 
square feet of studio space located in Delta, B.C.  The amount consists of the  
net of the advance rent paid by the Company on the lost lease less the advance  
lease payments received by the Company.                                         

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

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MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES            
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY            
Period June 17, 1997 (Date of Inception) to October 31, 1998          
------------------------------------------------------------------------------  

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

Balance June 17, 1997                                                           
(Date of Inception)           -         $-             $              $         

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

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

Issuance of common                                                              
stock for cash and                                                          
services - at $.061                                                         
July 30, 1997            400,000          400        24,009              -  
(related parties)                                                           
Issuance of common                                                              
stock for cash                                                              
- at $.50 -                                                                 
October 1997             105,366          105        52,578              -  

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

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

Net loss from operations                                                        
for the period June 17,                                                     
1997 to October 31,                                                         
1997                        -            -            -            (93,393) 
                     ---------      -------      --------      ---------
Balance October 31,                                                             
1997                  10,308,542       10,309      279,559         (93,393) 

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

Issuance of common                                                              
stock for cash -                                                            
at $1.00 - net of                                                           
issuance expenses -                                                         
December  1997           169,327          169      164,122               -  
Issuance of common                                                              
stock for services                                                          
At $1.00 - December                                                         
31, 1997                   4,038            4       4,038                -  
(related parties)                                                           

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

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MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period June 17, 1997 (Date of Inception) to October 31, 1998

------------------------------------------------------------------------------  

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

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

Issuance of common                                                              
stock for services                                                          
at $1.00 - October                                                          
31, 1998                   355,442            355     368,145             - 
                         ---------      -------      --------      ---------
Net operating loss                                                              
for the year ended                                                          
 October 31, 1998            -               -           -         (1,462,471)
                         ---------      -------      --------      ---------
Balance October 31,                                                             
  1998                   11,467,320     $11,467    $1,247,888     $(1,555,864)
                         ---------      -------      --------      ---------

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

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Page 39                                                                         

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

CASH FLOWS FROM                                                                 
OPERATING ACTIVITIES                                                            
                                   Year                    June 17, 1997
                           Ended October 21, 1999               to October
                                   31,1998                         31,1997
                                   -------                    ------------

Net loss                               $(1,462,471)                 $(93,393)   

Adjustments to reconcile net loss                                               
To net cash provided by operating                                               
Activities                                                                      

Depreciation                                 -                           502    
Amortization of lease-purchase deposit       -                        21,889    
Common capital stock issued                                                     
for services and expenses               372,542                    74,488 
(Increase) decrease in accounts                                                 
receivable  35,446                      (38,870)                          
(Increase) in prepaid expenses             (25,179)                      680    
Increase in accounts payable               137,610                   121,856    
Increase in advance sub-lease                                                   
deposits received                          -                       16,749 
Loss of assets                             369,782                      -       
                                       --------                   --------
Net cash (used for) provided                                                    
by operations                          (572,270)                  102,541 
                                       --------                   --------

CASH FLOWS FROM INVESTING ACTIVITIES                                            

Advance security deposit - auto lease        -                       (17,422)   
Advance lease purchase deposit - land        -                      (362,319)   
                                      ---------                  ---------
and building net of amortization                                          
to expense                                                                

CASH FLOWS FROM FINANCING ACTIVITIES                                            

Proceeds from issuance of capital                                         
stock net of issuance costs             596,945                   200,308 
Net proceeds from loans                                               79,670    
                                      --------                  --------

Net increase in cash                        24,675                     2,778    

Cash at beginning of period                  2,778                              
                                      --------                  --------

Cash at end of period                    $  27,453                $    2,778    
                                     ---------                ----------

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

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

SCHEDULE OF NONCASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES               

Issuance of 3,600,000 shares for services -                                     
related parties - 1997                                          $  3,600  
                                                              --------

Issuance of 400,000 shares for assets and services -                            
related parties - 1998                                            24,409  
                                                             ---------

Issuance of 61,551 shares for services - related                                
parties - 1997                                                    61,551  
                                                             ---------

Issuance of 4,038 shares for services - related                                 
parties - 1998                                                     4,042  
                                                            ----------

Issuance of 355,442 shares for services - related                               
parties - 1998                                                   368,500  
                                                               -------

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

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

1.     ORGANIZATION                                                             

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

The Company and subsidiaries (referred to as the Company in this report)        
outlined in note 3 are in the business of leasing sound studio space to the     
entertainment industry. After October 1998 the Company changed its business     
purpose to engage in film production and the multi-media interactive technology.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                               

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

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

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

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

Cash and Cash Equivalents                                                       
-------------------------                                                       

The Company considers all highly liquid instruments purchases with a maturity at
the time of purchase, less than three months, to be cash equivalents.           

Earnings Per Share                                                              
------------------                                                              

Earnings (loss) per share amounts are computed based on the weighted average    
number of common shares, or equivalents, outstanding during the period in       
accordance with FASB statement No. 128. The options granted, shown in note 8,   
have not been used in the computation of earnings per share because they are    
considered to be anti-dilutive.                                                 

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

On October 31, 1998 the Company had a net operating loss carryover of           
$1,555,864. The tax benefit from the loss carry forward has been fully offset by
a valuation reserve because the future tax benefit is undeterminable since the  
Company is unable to establish a predictable projection of operating profits for
future years. The net operating loss carryover will expire in 2205 for Canadian 
reporting and 2019 for U.S. reporting.                                          

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

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

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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                                                           
---------------------                                                           

The principal income received by the Company was rental income, which was       
assigned to income in the period defined by the lease agreements.               

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.                                           

3.     ACQUISITION OF SUBSIDIARIES                                              

During 1997 and 1998 the Company organized and acquired all of the outstanding  
stock of the following subsidiaries all of which were incorporated under the    
laws of British Columbia. On November 1, 1998 all of the outstanding stock of   
the subsidiaries indicated by (1) were transferred to a related party. See note 
11 - subsequent events.                                                         

(1)     G.G. Studios Inc. - incorporated October 6, 1998 - manages and leases   
studio space to the film industry.                              
(1)     Meier Worldwide Intermedia Inc. (cdn) - incorporated November 28, 1996 -
   to engage in Internet activity (Acquired from James Meier, founding
shareholder of the Company).                                    
(1)     Meier Studios Inc. - incorporated August 25, 1997 - manages and leases  
real property in the entertainment industry.                    
(1)     Meier Studios (Lake City) Inc. - incorporated December 18, 1997 - leases
and operated a studio                                           
(1)     Meier Studios (BB) - incorporated March 26, 1998.                       
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.                             

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

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 completed a lease agreement,     
including an option to purchase, with 289 Taurus Ventures Ltd., for the land and
building, located in Delta, British Columbia, containing 64,000 square feet of  
building space and 13 acres of land for use in the motion picture industry.     

The terms of the lease specify that the lease has a five year life with a five  
year renewal provision, and provides for an advance payment of $362,319, which  
was paid by the Company, and includes 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 and 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
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%, les 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.                                                                       

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

After notice, the landlord has a right to terminate the agreement if the rents  
and additional rents become 15 days past due.  At February 28, 1998, $62,215 in 
lease payments were more than 15 days past due however at the report date the   
past due payments had been made and the default satisfied.                      

For reporting purposes, the lease is considered to be an operating lease.       

Subsequent to the balance sheet date the lease and option to purchase were lost 
due to nonpayment of the lease amounts due by the Company and a legal action for
eviction and damages was started by the lessor. However, the lessor has a legal 
responsibility to reduce the damages by using his best efforts to release the   
property. Management believes that the damages against the subsidiaries will not
be more than $184,133, which has been accrued as a payable on the books of the  
subsidiaries.  The Company has guaranteed $41,435 of the amount which remained  
as a payable on the books of the Company after the transfers of the subsidiaries
shown in note 11.                                                               

5.     ACQUISITION OF MOTION PICTURE RIGHTS                                     

During June 1997 the Company received the rights to produce a movie on the life 
of John Meier from an officer of the Company which is shown at his remaining    
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 and a consent judgement was given by the Company agreeing to monthly    
payments of $672.26 including interest at 1% above the HSBC Canada Bank prime   
rate with payments starting October 1, 1999.                                    

7.     RELATED PARTY TRANSACTIONS                                               

The balance sheet, the statement of changes in stockholder's equity, and cash   
flows include identified related party transactions. See note 9 for service     
contracts with officers of the Company, note 5 for the acquisition of movie     
rights, note 8 for stock options granted, and note 11 for other transactions    
with related parties.                                                           

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

8.     OPTIONS TO PURCHASE COMMON CAPITAL STOCK                                 

The Company has granted options to purchase 1,800,000 shares of its common stock
to related parties; 1,100,000 of the shares at $1.00 per share with expiration  
dates in March and October 2003 and 700,000 shares at $0.75 per share with an   
expiration date of March 17, 2004.  No value was recognized for the options on  
the option date because there was no established market for the stock of the    
Company.                                                                        

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

9.     CONTINUING AND CONTINGENT LIABILITIES                                    

The Company may be liable as a guarantor on a legal action against a formed     
subsidiary in an amount of $41,435.  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.               

10.     GOING CONCERN                                                           

On the balance sheet date the Company did not have the working capital to       
service its debt for the coming year and for its planned activity. As outlined  
in Note 11, the necessary working capital to service its debt had been obtained 
however additional amounts will be necessary to be successful in its future     
planned activity. Continuation of the Company in its planned activity is        
dependent upon obtaining additional working capital and the management of the   
Company has developed a strategy, which it believes will accomplish this        
objective through seeking additional equity funding, and long term financing,   
which will enable the Company to be successful in its efforts.                  

11.     SUBSEQUENT EVENTS                                                       

From November 1998 through September 1999 the Company issued 34,760 common      
shares for cash at $1.00 per share, 494,380 common shares as payment for loans  
received and used in the Company operations at $0.20 per share, and 458,800     
common shares for services.                                                     

On November 1, 1998 all of the stock of the subsidiaries, identified in note 3, 
was transferred to a related party and the Company discontinued the operations  
they conducted.  The transfer resulted in a net gain to the Company of $107,552 
by the transfer of net assets of $59,376 and by the assumption of Company       
liabilities of $166,928.  Management  believes that there will be no contingent 
liability resulting from the transfer, however, the Company will continue to    
carry the liability referred to in note 4 until the amount is settled. An       
unaudited consolidated balance sheet of the Company and its remaining           
subsidiaries after the transfer is shown as follows.                            

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Page 46                                                                         

MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES          
CONSOLIDATED BALANCE SHEET            
(Unaudited)           
November 1, 1998          
------------------------------------------------------------------------------- 

ASSETS                                                                          

CURRENT ASSETS                                                                  

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

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

MOTION PICTURE RIGHTS - Note 5                           $        -             
                                                --------------

LIABILITIES AND STOCKHOLDERS' EQUITY                                            

CURRENT LIABILITIES                                                             

Current portion long term debt - Note 6               $       8,064       
Accrued rent payable - Note 4                                41,435       
Accounts payable - related party                             10,000       
Accounts payable - other                                      8,911       
                                                 -------------

Total Current Liabilities                                 68,410    
                                                 -------------

NON CURRENT LONG TERM DEBT - Note  6                            20,547          
                                                 -------------

STOCKHOLDERS' EQUITY                                                            

Common stock                                                              
200,000,000 shares authorized, at $0.001 par                          
value; 11,467,320 shares issued and outstanding            11,480     

Capital in excess of par value                               1,247,875          

Accumulated deficit                                         (1,348,312)         
                                                 -------------

Total Stockholders' Equity (deficiency)                     (88,957)      
                                                 -------------

                                           $         -
                                                 -------------

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

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MEIER  WORLDWIDE  INTERMEDIA  INC. AND SUBSIDIARIES                 

INTERIM  UNAUDITED  FINANCIAL  STATEMENTS                       

THIRD QUARTER                     

JULY 31, 1999                     

(UNAUDITED - PREPARED BY MANAGEMENT)                      

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Page 48                                                                         

  MANAGEMENT  DISCLOSURE  ON
INTERIM  UNAUDITED  CONSOLIDATED  FINANCIAL  STATEMENTS 
   FOR  THE  NINE  MONTHS  ENDED
 JULY 31, 1999

The accompanying interim unaudited consolidated balance sheets of Meier         
Worldwide Intermedia Inc. (the "Company") and its subsidiaries at July 31, 1999 
and the interim unaudited consolidated statements of operations and the interim 
unaudited consolidated statements of cash flows for nine months ended July 31,  
1999 and the interim unaudited statement of changes in stockholders' equity for 
the period from June 17, 1997 (date of inception) to July 31, 1999, and the     
interim unaudited comparative statements thereto, have been prepared by the     
Company's management and they do not include all information and notes to the   
interim unaudited financial statements necessary for a complete presentation of 
the financial position, results of operations, cash flows, and stockholders'    
equity in conformity with generally accepted accounting principles.  In the     
opinion of management, all adjustments considered necessary for a fair          
presentation of the results of operations and financial position have been      
included and all such adjustments are of a normal recurring nature.             

Operating results for the third quarter ended July 31, 1999 are not necessarily 
indicative of the results that can be expected for the year ending October 31,  
1999.                                                                           

/s/  James Meier                                                                
President                                             October 13, 1999          

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      MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
     INTERIM UNAUDITED CONSOLIDATED BALANCE SHEETS

      (UNAUDITED - Prepared by Management)
--------------------------------------------------------------------------------

                                              July 31, 1999     October 31, 1998
                                  Notes     (Unaudited)          (Audited)
                                     -------------------------------------------
ASSETS                                                                          

CURRENT ASSETS                                                                  
Cash                                          $     -          $     27,453   
Prepaid expenses                                    -                25,860   
                                              ----------------------------------
                                                 -                53,313
                                              ----------------------------------

OTHER ASSETS                                                                    
Advance security deposits-auto leases               -                 6,063   
Motion picture rights                    4          -                   -     
Long-term investments                    5          1                   -     
                                              ----------------------------------
                                                 1                 6,063
                                              ----------------------------------
                                           $     1          $     59,376
                                              ==================================

LIABILITIES                                                                     

CURRENT LIABILITIES                                                             
Bank overdraft                               $     12          $        -     
Current portion of long-term debt        7      7,303                 8,064   
Interest payable                                5,906                   -     
Accrued rent payable                     6     41,435               184,133   
Accounts payable - related parties             59,994                81,548   
Accounts payable - other                       14,537                61,593   
                                              ----------------------------------
                                           129,187               335,338
                                              ----------------------------------
NON-CURRENT LIABILITIES                                                         
Note payable - long-term portion         7     20,547                20,547   
Loan payable                             8     98,427                   -     
                                              ----------------------------------
                                           118,974                20,547
                                              ----------------------------------
                                          $248,161          $    355,885
                                              ----------------------------------

The accompanying notes are an integral part of these interim unaudited financial
statements                                                                      

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MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
INTERIM UNAUDITED CONSOLIDATED BALANCE SHEETS - continued 

(UNAUDITED - Prepared by Management)  

                                              July 31, 1999     October 31, 1998
                                  Notes     (Unaudited)          (Audited)
                                     -------------------------------------------

STOCKHOLDERS' EQUITY (DEFICIENCY)                                               

Common stock                                                                    
200,000,000 shares authorized at                                                
$0.001 par value; 11,860,880 issued                                             
and outstanding at July 31, 1999;                                               
11,467,320 at October 31, 1998                 $    11,861     $      11,467    

Capital in excess of par value                   1,422,054         1,247,888    

Accumulated deficit                             (1,682,075)       (1,555,864)   
                                            ------------------------------
                                               (248,160)         (296,509)
                                            ------------------------------
                                           $         1     $      59,376
                                            ==============================

The accompanying notes are an integral part of these interim unaudited financial
statements                                                                      

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    MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
   INTERIM UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED - Prepared by Management)

                                                        [Enlarge/Download Table]

Three Months             Nine Months         Inception) to                               
                                            Ended July 31,          Ended July 31,       
                                      ---------------------------------------------------
                                           1999        1998        1999         1998     
                                           ----        ----        ----         ----     
                                                                                         
REVENUES                                $     -     $  175,171  $       -    $  411,224  
                                      ---------------------------------------------------
EXPENSES                                                                                 
Operating and administrative              103,356      339,789      168,447     899,458  
Interest                                    2,031           16        6,012       1,507  
Depreciation                                  -            741          -         2,319  
Loss of assets                                -            -            -           -    
Loss from disposition of                                                                 
    subsidiaries                              -            -          6,544         -    
Write-off of related party debts                                                         
    (Note 9)                              987,943          -        987,943         -    
                                      ---------------------------------------------------
                                        1,093,330      340,546    1,168,946     903,284  
                                      ---------------------------------------------------

Net loss before undernoted             (1,093,330)    (165,375)  (1,168,946)   (492,060) 

Net loss attributed to disposed                                                          
    subsidiaries                              -            -            -           -    
                                      ---------------------------------------------------

Net Loss attributed to parent                                                            
    and remaining subsidiaries        $(1,093,330)  $ (165,375) $(1,168,946) $ (492,060) 
                                      ===================================================
LOSS PER COMMON SHARE                                                                    

Basic                                 $     (0.09)  $    (0.02) $     (0.10) $    (0.05) 
                                      ===================================================

Diluted                               $     (0.08)  $    (0.02) $     (0.09) $    (0.05) 
                                      ===================================================

AVERAGE OUTSTANDING COMMON SHARES                                                        

Basic                                  11,745,663   10,876,541   11,616,240  10,782,915  
                                      ===================================================
Diluted                                13,877,179   10,976,541   13,352,255  10,855,076  
                                      ===================================================

The accompanying notes are an integral part of these interim unaudited financial
statements                                                                      

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          MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
        INTERIM UNAUDITED STATEMENT OF CHANGES
       IN STOCKHOLDERS' EQUITY
        For the Period from June 17, 1997 (Date of Inception) to July 31, 1999

    (UNAUDITED - Prepared by Management)

                                                        [Enlarge/Download Table]

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

Issuance of common stock for services - at                                                        
$0.001 - June 30, 1997                         3,600,000      3,600          -              -     

Issuance of common stock for cash - at                                                            
$0.001 - June 30, 1997                         6,000,000      6,000          -              -     

Issuance of common stock for assets and                                                           
services - at $0.061 - July 30, 1997             400,000        400        24,009           -     

Issuance of common stock for cash - at                                                            
$0.50 - October 1997                             105,366        105        52,578           -     

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

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

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

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

The accompanying notes are an integral part of these interim unaudited financial
statements                                                                      

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      MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
     INTERIM  UNAUDITED STATEMENT OF CHANGES
    IN STOCKHOLDERS'  EQUITY - continued
    For the Period from June 17, 1997 (Date of Inception) to July 31, 1999

        (UNAUDITED - Prepared by Management)

                                                        [Enlarge/Download Table]

                                                                        Capital                       
                                                                     in Excess of     Accumulated     
                                                   Common Stock        Par Value        Deficit       
                                                --------------------------------------------------    
                                                 Shares     Amount                                    
                                                 ------     ------                                    
                                                                                                      
Issuance of common stock for cash - at                                                                
$0.50 - December 1997                          394,634      $   395     $  196,922     $             -

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

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

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

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

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

The accompanying notes are an integral part of these interim unaudited financial
statements                                                                      

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    MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
     INTERIM  UNAUDITED STATEMENT OF CHANGES
     IN STOCKHOLDERS' EQUITY - continued
    For the Period from June 17, 1997 (Date of Inception) to July 31, 1999

    (UNAUDITED - Prepared by Management)

                                                        [Enlarge/Download Table]

                                                                          Capital                    
                                                                       in Excess of     Accumulated  
                                                     Common Stock        Par Value        Deficit    
                                              ------------------------------------------------------ 
                                                   Shares     Amount                                 
                                                   ------     ------                                 
                                                                                                     
Accumulated deficit attributable to disposed                                                         
 subsidiaries - November 1, 1998                      -       $    -      $     -        $ 1,042,735 

Issuance of common stock for cash - at                                                               
$1.00 - November 5, 1998                           25,760           26        25,734             -   

Issuance of common stock for services - at                                                           
$1.00 - November 5, 1998                           46,800           47        46,753             -   

Issuance of common stock for cash - at                                                               
$1.00 - December 30, 1998                           9,000            9         8,991             -   

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

Issuance of common stock for services - at                                                           
$0.25 - May 18, 1999                              200,000          200        49,800             -   

Issuance of common stock for services - at                                                           
$0.31 - July 9, 1999                              100,000          100        30,900             -   

Net operating loss for the nine months                                                               
ended July 31, 1999                                   -            -             -        (1,168,946)
                                              -------------------------------------------------------
Balance, July 31, 1999                         11,860,880     $ 11,861    $1,422,054     $(1,682,075)
                                              =======================================================

The accompanying notes are an integral part of these interim unaudited financial
statements                                                                      

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    MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
     INTERIM  UNAUDITED CONSOLIDATED STATEMENTS OF CASH  FLOWS

(UNAUDITED - Prepared by Management)

                                                        [Enlarge/Download Table]


                                          Three Months             Nine Months         
                                          Ended July 31,          Ended July 31,       
                                    ---------------------------------------------------
                                         1999        1998        1999         1998     
                                         ----        ----        ----         ----     
                                                                                       
CASH FLOWS FROM THE                                                                    
FOLLOWING ACTIVITIES:                                                                  

OPERATING ACTIVITIES                                                                   

Net loss                            $(1,096,097)  $ (165,375) $(1,168,946) $  (492,060)

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

Depreciation                                -            741          -         2,319  
Amortization of lease-purchase                                                         
    deposit                                 -         16,192          -        48,576  
Common capital stock issued                                                            
    for services and expenses            81,000       15,713      139,800      15,713  
Accounts receivable                         -        (10,431)     (25,840)    (53,542) 
Prepaid expenses                          2,755       (2,285)      25,860     (14,042) 
Accounts payable                        (11,179)      (9,131)    (104,488)    (22,098) 
Interest payable                          1,969          -          5,906        -     
Advance sub-lease deposits                                                             
    received                                -           (451)         -        32,357  
Loss of assets                              -            -            -           -    
Loss on disposition of                                                                 
    subsidiaries                            -            -          6,544         -    
Write-down of long-term                                                                
    investment                               12          -             12         -    
Write-off of related parties debts      987,943          -        987,943         -    
                                    ---------------------------------------------------
                                    $   (33,597)  $ (155,027) $  (133,209) $ (482,777) 
                                    ---------------------------------------------------

The accompanying notes are an integral part of these interim unaudited financial
statements                                                                      

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  MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
  INTERIM  UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS - continued

(UNAUDITED - Prepared by Management)  

                                                        [Enlarge/Download Table]


                                         Three Months             Nine Months         
                                         Ended July 31,          Ended July 31,       
                                   ---------------------------------------------------
                                        1999        1998        1999         1998     
                                        ----        ----        ----         ----     
                                                                                      
INVESTING ACTIVITIES                                                                  

Acquisition of office equipment    $       -     $   (5,195) $       -    $   (7,663) 
Advance security deposit - auto                                                       
    lease                                  -           (952)         -         9,064  
Advance lease-purchase deposit                                                        
    - land and building, net of                                                       
    amortization to expense                -            -            -           -    
Proceeds from disposition of                                                          
    subsidiaries                           -            -            6           -    
Long-term investment                       -            -          (13)          -    
Loss of cash reserves from                                                            
    disposition of subsidiaries            -            -      (27,436)          -    
                                   ---------------------------------------------------
                                           -         (6,147)   (27,443)        1,401  
                                   ---------------------------------------------------
FINANCING ACTIVITIES                                                                  

Proceeds from issuance of capital                                                     
 stock - net of issuance costs             -        201,644     34,760       588,987  
Net proceeds (settlement) from                                                        
 loans                                  33,585          -       98,427       (50,684) 
                                   ---------------------------------------------------
                                        33,585      201,644    133,187       538,303  
                                   ---------------------------------------------------

Net increase (decrease) in cash            (12)      40,470    (27,465)       56,927  

Cash, beginning of period                  -         19,235     27,453         2,778  
                                   ---------------------------------------------------
Cash (bank overdraft), ending                                                         
    of the period                  $       (12)  $   59,705  $     (12)   $   59,705  
                                   ===================================================

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  MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES
     INTERIM  UNAUDITED CONSOLIDATED STATEMENTS OF CASH  FLOWS

(UNAUDITED - Prepared by Management)
------------------------------------------------------------------------------- 

SCHEDULE OF NONCASH FLOWS FROM OPERATING AND INVESTING ACTIVITIES   

Issuance of 3,600,000 shares for services - related parties - 1997     $  3,600 
                                                                     =========
Issuance of 400,000 shares for assets and services - related                    
parties - 1997                                                        $ 24,409
                                                                     =========
Issuance of 61,551 shares for services - related parties - 1997        $ 61,551 
                                                                     =========
Issuance of 4,038 shares for services - related parties - 1998         $  4,042 
                                                                     =========
Issuance of 355,442 shares for services - related parties - 1998       $368,500 
                                                                     =========
Issuance of 46,800 shares for services - related parties - 1999        $ 46,800 
                                                                     =========
Issuance of 12,000 shares for services - related parties - 1999        $ 12,000 
                                                                     =========
Issuance of 200,000 shares for services - related parties - 1999       $ 50,000 
                                                                     =========
Issuance of 100,000 shares for services - related parties - 1999       $ 31,000 
                                                                     =========

The accompanying notes are an integral part of these interim unaudited financial
statements                                                                      

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MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES        
NOTES TO THE INTERIM UNAUDITED FINANCIAL  STATEMENTS        
JULY 31, 1999           

(UNAUDITED - Prepared by Management)          
--------------------------------------------------------------------------------

1.     ORGANIZATION                                                             

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

The Company owns all of the outstanding stock of the subsidiaries outlined in   
Note 3.                                                                         

Prior to November 1998, the Company and its subsidiaries which were disposed of 
November 1, 1998 were involved in the business of leasing sound studio space to 
the entertainment industry.                                                     

Subsequent to October 1998, the Company and its existing subsidiaries (referred 
to as the "Company" in this report) changed its business purpose to engage in   
film production and multi-media interactive technology.                         

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                               

(a)     Accounting Methods                                                      
------------------                                              

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

(b)     Dividend Policy                                                         
---------------                                                 

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

(c)     Cash and Cash Equivalents                                               
-------------------------                                       

The Company considers all highly liquid instruments purchased with a maturity,  
at the time of purchase, of less than three months to be cash equivalents.      

(d)     Earnings (Loss) per Share                                               
-------------------------                                       

Earnings (loss) per share amounts are computed based on the weighted average    
number of common shares, or equivalents, outstanding during the period using the
treasury stock method in accordance with FASB statement No. 128.  Diluted       
earnings (loss) per share are computed assuming the shares in Note 10 were      
issued on the date the options were granted.                                    

(e)     Income Taxes                                                            
------------                                                    

On July 31, 1999, the Company had a net operating loss carryover of $1,682,075. 
The tax benefit from the loss carry forward has been fully offset by a valuation
reserve because the future tax benefit is undeterminable since the Company is   
unable to establish a predictable projection of operating profits for future    
years.                                                                          

The net operating loss carryover will expire in 2006 for Canadian reporting and 
2020 for U.S. reporting.                                                        

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MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES        
NOTES TO THE INTERIM UNAUDITED FINANCIAL  STATEMENTS        
JULY 31, 1999           

(UNAUDITED - Prepared by Management)          
--------------------------------------------------------------------------------

(f)     Principles of Consolidation                                             
---------------------------                                     

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

(g)     Foreign Currency Translation                                            
----------------------------                                    

Part of the transactions of the Company were completed in Canadian dollars and  
have been translated to US dollars as incurred, at the exchange rate in effect  
at the time, and therefore, no gain or loss from the translations is recognized.
If a completed transaction has a balance sheet date between a later settlement  
date, resulting in a gain or loss, the amount is reported in the current period 
income statement.                                                               

(h)     Financial Instruments                                                   
---------------------                                           

The carrying amounts of financial instruments, including cash, prepaid expenses,
bank overdraft, interest payable and accounts payable, are considered by        
management to be their estimated fair values.  These values are not necessarily 
indicative of the amounts that the Company could realize in a current market    
exchange.                                                                       

(i)     Estimates and Assumptions                                               
-------------------------                                       

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

3.     ACQUISITION OF SUBSIDIARIES                                              

During 1997 and 1998, the Company organized and acquired all of the outstanding 
stock of the following subsidiaries, all of which were incorporated under the   
laws of British Columbia.  On November 1, 1998, all of the outstanding stock of 
the subsidiaries indicated by (*) were disposed and transferred to a related    
party.                                                                          

*G.G. Studios Inc. - incorporated October 6, 1997 - manages and leases          
studio space to the film industry;                                          
*Meier Worldwide Intermedia Inc. (Cdn) - incorporated November 28, 1996 - to    
engage in the internet activity;                                            
*Meier Studios Inc. - incorporated August 25, 1997 - manages and leases real    
property in the entertainment industry;                                     
*Meier Studios (Lake City) Inc. - incorporated December 18, 1997 - leases and   
operates a studio;                                                          
*Meier Studios (B.B.) Inc. - incorporated March 26, 1998;                       
H.R.H. Productions Inc. - incorporated October 6, 1997 - movie production     
company - no operations;                                                    
Meier Studio Management Inc. - incorporated March 26, 1998 - movie production 
company - no operations;   and                                              
Meier Entertainment Security Inc. - incorporated September 16, 1998 - movie   
production company - no operations.                                         

4.     ACQUISITION OF MOTION PICTURE RIGHTS                                     

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

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MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES        
NOTES TO THE INTERIM UNAUDITED FINANCIAL  STATEMENTS        
JULY 31, 1999           

(UNAUDITED - Prepared by Management)          
--------------------------------------------------------------------------------

5.     LONG-TERM INVESTMENT                                                     

On April 4, 1999, the Company invested $13 for a 20% interest in a related      
company, Meier Rose Pictures Inc., which share a certain common director and has
no active operations.  The investment was written down by $12 to a nominal value
of $1.                                                                          

The Company has no future funding obligations.                                  

6.     REAL PROPERTY LEASE-PURCHASE AGREEMENT                                   

On August 18, 1997, a subsidiary, which was disposed on November 1, 1998, of the
Company completed a lease agreement, including an option to purchase, with 289  
Taurus Ventures Ltd., for the land and building, located in Delta, BC,          
containing 64,000 square feet of building space and 13 acres of land for use in 
the motion picture industry.                                                    

During the three quarters ended July 31, 1999, the lease and option to purchase 
was lost and a legal action for eviction and damages was started by the leasee. 
However, the lesee has a legal responsibility to reduce the damages by using    
its best efforts to release the property.  Management with counsel believes that
the damages against the subsidiaries will not be more than $184,133, of which   
the Company has guaranteed $41,435.                                             

7.     NOTE PAYABLE                                                             

On August 15, 1997, the Company received a loan of $27,397.  A legal action was 
started for collection of the amount and a consent judgement was given by the   
Company whereby the Company agreed to monthly payments of $672.26 including     
interest at 1% above the HSBC Canada Bank prime rate with payments starting     
October 1, 1999.                                                                

8.     LOAN PAYABLE                                                             

On April 9, 1999, the Company received a convertible line of credit for         
CAD$300,000 of which CAD$100,000 (US$64,843) was already advanced on December 4,
1998 and a further CAD$50,000 (US$33,584) was advanced on July 27, 1999.  Funds 
advanced from the convertible line of credit are repayable on demand and bear an
interest rate of 8% per annum.  All or any portion of the principal amount of   
the loan is convertible into common shares of the Company at a conversion price 
of $0.20 per share at the option of the Company to the Lender or the Company.   
Such conversion shall constitute full payment of the indebtedness owing by the  
Company to the Lender in respect of the principal amount converted, including   
all accrued but unpaid interest thereon.  On September 9, 1999, a loan amount   
of $98,876 was converted into 494,380 common shares of the Company.  Since      
September 9,1999, the line of credit has no longer been available to the        
Company.                                                                        

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MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES        
NOTES TO THE INTERIM UNAUDITED FINANCIAL  STATEMENTS        
JULY 31, 1999           

(UNAUDITED - Prepared by Management)          
--------------------------------------------------------------------------------

9.     RELATED PARTY TRANSACTIONS                                               

The interim unaudited consolidated balance sheets and the interim unaudited     
statements of changes in stockholders' equity and cash flows include identified 
related party transactions.  Related party transactions are also included in    
Note 11 for service contracts with officers of the Company, Note 10 for stock   
options granted, and Note 14 for other transactions with related parties.       

On November 1, 1998, the Company disposed of certain wholly owned subsidiaries  
as identified in Note 3 to a company controlled by the President of the Company 
for total consideration of $7.                                                  

During the third quarter ended July 31, 1999, the Company wrote off amounts     
receivable of $987,943 due from wholly-owned subsidiaries which were disposed on
November 1, 1998.                                                               

10.     OPTIONS TO PURCHASE COMMON CAPITAL STOCK                                

The Company has granted options to purchase 1,800,000 shares of its common stock
to related parties.  Options for 1,100,000 shares are exercisable at $1.00 per  
share with expiration dates in March and October 2003, and options for 700,000  
shares are exercisable at $0.75 per share with an expiration date of March 17,  
2004.                                                                           

11.     CONTINUING AND CONTINGENT LIABILITIES                                   

The Company may be liable as a guarantor on a legal action against a former     
subsidiary in the amount of $41,435.  Refer to Note 6.                          

A legal action was started against the Company during the nine months ended July
31, 1999 by an individual making claim for unpaid wages resulting from an       
alleged employment agreement.  Management with counsel believe the claim is     
frivolous and without merit.                                                    

The Company has a management agreement with James Meier, President of the       
Company providing for a monthly management fee of $5,000.  James Meier has      
agreed to forego his monthly management fee for the next six months commencing  
November 1, 1999 for which he has agreed to accept restricted stock in the      
Company at current market price (an average price to be determined at the end   
of the six month period) in consideration.                                      

12.     GOING CONCERN                                                           

The Company does not have the working capital to service its debt for the coming
year and will need additional working capital for its planned activity.         
Continuation of the Company as a going concern is dependent upon obtaining      
additional working capital to operate for the coming year and the management of 
the Company has developed a strategy, which it believes will accomplish this    
objective through seeking additional equity funding and long term financing,    
which will enable the Company to service its debt and continue to operate for   
the coming year.                                                                

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MEIER WORLDWIDE INTERMEDIA INC. AND SUBSIDIARIES        
NOTES TO THE INTERIM UNAUDITED FINANCIAL  STATEMENTS        
JULY 31, 1999           

(UNAUDITED - Prepared by Management)          
--------------------------------------------------------------------------------

13.     UNCERTAINTY DUE TO THE YEAR 2000 ISSUE                                  

The Year 2000 Issue arises because many computerized systems use two digits     
rather than four digits to identify a year.  Date-sensitive systems may         
recognize the year 2000 as 1900 or some other date, resulting in errors when    
information using year 2000 dates is processed.  In addition, similar problems  
may arise in some systems which use certain dates in 1999 to represent something
other than a date.  The effects of the Year 2000 Issue may be experienced       
before, on or after January 1, 2000, and if not addressed, the impact on        
operations and financial reporting may range from minor errors to significant   
systems failure which could affect a company's ability to conduct normal        
business operations.  It is not possible to be certain that all aspects of the  
Year 2000 Issue affecting the Company, including those related to the efforts of
customers, suppliers, or other third parties, will be fully resolved.           

14.     SUBSEQUENT EVENTS                                                       

On September 9, 1999, an amount of $98,876 from the convertible line of credit  
was converted into 494,380 common shares of the Company at a conversion price of
$0.20 per share.  The conversion of the loan is in complete satisfaction of the 
principal amount of the loan outstanding as at the date of conversion.          

On July 6, 1999 the Company paid $2000.00 for 2,000,000 shares representing a   
20% interest in a Nevada incorporated company called Internet Television        
Network ("ITN").  ITN plans to pursue a business plan that will see it          
delivering real-time interactive multimedia services to the public via the      
Internet.  There are no future funding obligations for the Company in regard    
to its investment in ITN.                                                       

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Page 63                                                                         
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:  January  31,  2000               By:     /s/  JAMES  MEIER               
                             ---------------------
James  Meier,  President      

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Page 64                                                                         

Item  1.                         Index  to  Exhibits                            

Exhibit 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   Stock purchase option dated March 4, 1998, granted to Harry Evans.        
10f   Stock Purchase option dated October 23, 1998, granted to Meier            
Entertainment Group Inc.                                          
10g   Stock Purchase option dated March 17, 1999, granted to John Meier         
10h   Stock Purchase option dated March 17, 1999, granted to Alexandra Rose     
10i   Bill of Sale dated August November 1, 1998 between the Registrant and     
Five Subsidiary companies.                                        
10j   An Agreement dated August 5, 1998 between the Registrant and Emerson      
Bennet & Associates                                               
10k   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                                                   

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Exhibit #3                                                                      
SECRETARY OF STATE            

"The Great Seal of the State of Nevada"           
State of Nevada           

CORPORATE CHARTER             

I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do    
hereby certify that MEIER WORLDWIDE INTERMEDIA INC. did on JUNE 17, 1997 file   
in this office the original Articles of Incorporation; that said Articles are   
now on file and of record in the office of the Secretary of State of the State  
Nevada, and further, that said Articles contain all the provisions required by  
the law of said State of Nevada.                                                

SEAL                                                  
"The Great Seal of the State of Nevada"        IN WITNESS WHEREOF, I have       
        State of Nevada                       hereunto set my hand and affixed
                                            the Great Seal of State, at my
                                             office, in Carson City, Nevada,
                               on June 17, 1997.

                             /s/ Dean Heller
                                Secretary of State

               /s/
              By
                                       Certification Clerk

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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION       

(Before Payment of Capital Issuance of Stock)           
STAMP " FILED - The Office of the Secretary of State of the State of Nevada"    
" DATED - July 17, 1997"                                            
" SIGNED - Dean Heller, Secretary of State"                         
                                         Filed by:

D. McPhearson                     and   S. Johnson                              
----------------------------------      ----------------------------------      
name of incorporator or director        name of incorporator or director        

certify that:                                                                   

1. They constitute at least two-thirds of the original incorporators or of
 the directors of Meier Worldwide Intermedia Inc., Nevada corporation.
--------------------------------    
 2. The original Articles were filed in the Office of the Secretary of State
on June 17, 1997.                                                   
-------    --                                                 
 3. As of the date of this certificate, no stock of the corporation has been
issued.                                                             
4. They hereby adopt the following amendments to the articles of          
incorporation: Article Three is amended to read as follows:         
-----                 

    Number of shares with par value: 200,000,000 Par Value: $0.001 Number of
shares without par value: 0                                         

     /s/ D. McPhearson
            ------------------------
Signature   

  /s/ S. Johnson
            ------------------------
Signature   

State of Washington )                                                           
----------   ss.                                              
County of King      )                                                           
----------                                                    

On July 17, 1997, personally appeared before me, a Notary Public,         
-------------                                                       
B. McPhearson and S. Johnson, who acknowledged that they executed the above     
----------------------------                                                    
instrument.                                                                     
               -----------------------------
     Signature of Notary

(Notary Stamp or Seal)           Laurie L. Waud                                 

(NEV.-987-10\27\95)                                                             

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Articles of Incorporation     
(PURSUANT TO NRS 78)      
STATE OF NEVADA       
Secretary of State        
------------------------------------------------------------------------------- 

STAMP " FILED - In the Office of the Secretary of State of the State of Nevada" 
" DATED - June 17, 1997"                                            
" SIGNED - Dean Heller, Secretary of State"                         

IMPORTANT: Read instructions on reverse side before completing this form.       
TYPE OR PRINT (BLACK INK ONLY)                            

1. NAME OF CORPORATION:  Meier Worldwide Intermedia Inc.                        
   ---------------------------------
2. RESIDENT AGENT: (designated resident agent and his STREET ADDRESS in Nevada  
        where process may be served )     --------------
Name of Resident Agent:  The Corporation Trust Company of Nevada          
                 -----------------------------------------
 Street Address:    One       East First Street         Reno, Nevada   89501
                 -------------------------------------------------------------
              Street No.    Street Name               City           Zip
3. SHARES: (number of shares the corporation is authorized to issue)            
 Number of shares with par value: 200,000,000  Par Value:  $0.01   Number of
                       -----------              ------
shares without par value:     0                                           
----------              
4. GOVERNING BOARD: Shall be styled as (check one): X  Directors     Trustees   
                                        ----          ----
 The FIRST BOARD OF DIRECTORS shall consist of  1  members and the names and
                     ---
addresses are as follows (attach additional pages if necessary):          
Jim Meier                  250-1075 Georgia St., Vancouver, BC V6E 3C9    
-------------------------  ---------------------------------------------- 
Name                       Address               City/State/Zip           

-------------------------  ---------------------------------------------- 
Name                       Address               City/State/Zip           
5. PURPOSE(optional-see reverse side): The purpose of the corporation shall be: 
Any and all lawful purposes                     
------------------------------------------------------------------------- 
6. OTHER MATTERS: This form includes the minimal statutory requirements to      
 incorporate under NRS 78. You may attach additional information pursuant to
NRS 78.037 or any other information you deem appropriate.  If any of the  
 additional information is contradictory to this form it cannot be filed and
will be returned to you for correction.  Number of pages attached  0  .   
                                                              ----
7. SIGNATURES OF INCORPORATORS: The names and addresses of each of the          
incorporators signing the articles: (signature must be notarized)         
(Attach additional pages if there are more than two incorporators.)       
S. Johnson                           D. McPhearson                        
--------------------------------     ------------------------------------ 
Name (print)                         Name (print)                         
520 Pike Street, Seattle WA 98101    520 Pike Street, Seattle WA 98101    
---------------------------------    -------------------------------------
Address          City/State/Zip            Address          City/State/Zip
/s/ S. Johnson                       /s/ K. McPhearson                    
---------------------------------    -------------------------------------
Signature                            Signature                            
State of Washington County of King   State of Washington County of King   
      ----------           ----            ----------           ----
This instrument was acknowledged     This instrument was acknowledged     
before me on                         before me on                         
June 17              19 97 , by      June 17              19 97 , by      
---------------------   --           ---------------------   --           
S. Johnson                           D. McPhearson                        
----------------------------------   -------------------------------------
Name of person                       Name of person                       
as incorporator                      as incorporator                      
of Meier Worldwide Intermedia Inc.   of Meier Worldwide Intermedia Inc.   
  -------------------------------      ---------------------------------
 (name of party on behalf of whom     (name of party on behalf of whom
instrument was executed)             instrument was executed)     
/s/ Laurie L. Waud                   /s/ Laurie L. Waud                   
-----------------------------------  -------------------------------------
Notary Public Signature              Notary Public Signature              
     Laurie L. Waud                       Laurie L. Waud

Official Seal - Laurie Waud          Official Seal - Laurie Waud          
Notary Public - State of             Notary Public - State of             
 Washington                           Washington

8. CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT                   
The Corporation Trust Company of Nevada hereby accepts appointment as     
---------------------------------------                                   
Resident Agent for the above named corporation.                           

The Corporation Trust Company of Nevada By:                               
/s/ Jack Caskey,                                       10 - 17 - 97       
----------------------------------                     ------------       
Signature of Resident Agent (Assistant Secretary)      Date               
Jack Caskey, Asst. V.P.                                                   

(NEV - 103 - 11/8/95)                                                     

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BY LAWS   

OF    

MEIER WORLDWIDE INTERMEDIA INC. 

A Nevada Corporation  

ARTICLE I   
---------   

Offices   

Section 1.     The registered office of this corporation shall be in the City of
Reno, State of Nevada.                            
Section 2.     The Corporation may also have offices at such other places both  
              within and without the State of Nevada as the Board of Directors
     may from time to time, determine or the business of the
corporation may require.                          

ARTICLE 2   
---------   

Meetings of Stockholders  

Section 1.     All annual meetings of the stockholders shall be held at the     
registered office of the corporation or at such other place within or without   
the State of Nevada as the Directors shall determine. Special meetings of the   
stockholders may be held at such time and place within or without the State of  
Nevada as shall be stated in the notice of the meeting, or in a duly executed   
waiver of notice thereof.                                                       

Section 2.     Annual meetings of the stockholders, commencing with the year    
1998 shall be held on June 17 each year if not a legal holiday and, and if a    
legal holiday, then on the next secular day following, or at such other time    
as may be set by the Board of Directors from time to time, at which the         
stockholders shall elect by vote a Board of Directors and transact such other   
business as may properly be brought before the meeting.                         

Section 3.     Special meetings of the stockholders, for any purpose or         
purposes, unless otherwise prescribed by statute or by the Articles of          
Incorporation, may be called by the President or the Secretary, by              
resolution of the Board of Directors or at the request in writing of            
stockholders owning a majority in amount of the entire capital stock of the     
corporation issued and outstanding and entitled to vote. Such request shall     
state the purpose of the proposed meeting.                                      

Section 4.     Notices of meetings shall be in writing and signed by the        
President or Vice-President or the Secretary or an Assistant Secretary or by    
such other person or persons as the Directors shall designate. Such notice      
shall state the purpose or purposes for which the meeting is called and         
the time and the place, which may be within or without this State, where it     
is to be held. A copy of such notice shall be either delivered personally to    
or shall be mailed, postage prepaid, to each stockholder of record entitled     
to vote at such meeting not less than ten nor more than sixty days before such  
meeting. If mailed, it shall be directed to a stockholder at his address as it  
appears upon the records of the corporation and upon such mailing of any such   
notice, the service thereof shall be complete and the time of the notice shall  
begin to run from the date upon which such notice is deposited in the mail for  
transmission to such stockholder. Personal delivery of any such notice to an    
officer of the corporation or association, or to any member of a partnership    
shall constitute delivery of such notice to such corporation, association or    
partnership. In the event of the transfer of stock after delivery of such notice
of and prior to the holding of the meeting, it shall not be necessary to deliver
or mail such notice of the meeting to the transferee.                           

Section 5.     Business transactions at any special meeting of stockholders     
shall be limited to the purpose stated in the notice.                           

Section 6.     The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall      
constitute a quorum at all meetings of the stockholders for the transaction of  
business except as otherwise provided by statute or by the Articles of          
Incorporation. If, however, such quorum shall not be present or represented at  

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Page 2                                                                          

any meeting of the stockholders, the stockholders entitled to vote thereat,     
present in person or represented by proxy, shall have power to adjourn the      
meeting from time to time, without notice other than announcements at the       
meeting, until a quorum shall be presented or represented. At such adjourned    
meetings at which a quorum shall be present or represented, any business may be 
transacted which might have been transacted at the meeting as originally        
notified.                                                                       

Section 7.     When a quorum is present or represented at any meeting, the vote 
of the holders of 10% of the stock having voting power present in person or     
represented by proxy shall be sufficient to elect Directors or to decide any    
question brought before such meeting, unless the question is one upon which by  
express provision of the statute or of the Articles of Incorporation, a         
different vote shall govern and control the decision of such question.          

Section 8.     Each stockholder of record of the corporation shall be entitled  
at each meeting of the stockholders to one vote for each share standing in his  
name on the books of the corporation. Upon the demand of any stockholder, the   
vote for Directors and the vote upon any question before the meeting shall be   
by ballot.                                                                      

Section 9.     At any meeting of the stockholders any stockholder may be        
represented and vote by a proxy or proxies appointed by an instrument in        
writing. In the event that any such instrument in writing shall designate two   
or more persons to act as proxies, a majority of such persons present at the    
meeting, or, if only one shall be present, then that one shall have and may     
exercise all the powers conferred by such written instruction upon all of the   
persons so designated unless the instrument shall otherwise provide. No proxy   
or power of attorney to vote shall be voted at a meeting of the stockholders    
unless it shall have been filed with the Secretary of the meeting when required 
by the inspectors of election. All questions regarding the qualifications of    
voters, the validity of proxies and the acceptance of or rejection of votes     
shall be decided by the inspectors of election who shall be appointed by the    
Board of Directors, or if not so appointed, then by the presiding officer at    
the meeting.                                                                    

Section 10.     Any action which may be taken by the vote of the stockholders at
a meeting may be taken without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power, unless the        
provisions of the statute or the Articles of Incorporation require a greater    
proportion of voting power to authorize such action in which case such greater  
proportion of written consents shall be required.                               

   ARTICLE 3
   ---------

Directors                                                                       

Section 1.     The business of the corporation shall be managed by its Board of 
Directors which may exercise all such powers of the corporation and do all such 
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the          
stockholders.                                                                   

Section 2.     The number of Directors which shall constitute the whole board   
shall be not less than one and not more than eight. The number of Directors may 
from time to time be increased or decreased to not less than one nor more than  
eight by action of the Board of Directors. The Directors shall be elected at the
annual meeting of the stockholders and except as provided in section 2 of this  
Article, each Director elected shall hold office until his successor is elected 
and qualified. Directors need not be stockholders.                              

Section 3.     Vacancies in the Board of Directors including those caused by an 
increase in the number of Directors, may be filed by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, and each 
Director so elected shall hold office until his successor is elected at the     
annual or a special meeting of the stockholders. The holders of a two-thirds of 
the outstanding shares of stock entitled to vote may at any time peremptorily   
terminate the term of office of all or any of the Directors by vote at a meeting
called for such purpose or by a written statement filed with the Secretary or,  
in his absence, with any other officer. Such removal shall be effective         
immediately, even if successors are not elected simultaneously and the vacancies
on the Board of Directors resulting therefrom shall only be filled from the     
stockholders.                                                                   

   A vacancy or vacancies on the Board of Directors shall be deemed to exist
in case of death, resignation or removal of any Director, or if the authorized  
number of Directors be increased, or if the stockholders fail at any annual or  
special meeting of stockholders at which any Director or Directors are elected  
to elect the full authorized number of Directors to be voted for at that        
meeting.                                                                        

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    The stockholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors. If the Board of Directors     
accepts the resignation of a Director tendered to take effect at a future time, 
the Board or the stockholders shall have power to elect a successor to take     
office when the resignation is to become effective.                             

     No reduction of the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of his term of office.            

   ARTICLE 4
   ---------

 Meeting of the Board of Directors

Section 1.     Regular meetings of the Board of Directors shall be held at any  
place within or without the State which has been designated from time to time by
resolution of the Board or by written consent of all members of the Board. In   
the absence of such designation regular meetings shall be held at the registered
office of the corporation. Special meetings of the Board may be held either at a
place so designated or at the registered office.                                

Section 2.     The first meeting of each newly elected Board of Directors shall 
be held immediately following the adjournment of the meeting of stockholders and
at the place thereof. No notice of such meeting shall be necessary to the       
Directors in order legally to constitute the meeting, provided a quorum be      
present. In the event such meeting is not so held, the meeting may be held at   
such time and place as shall be specified in a notice given as hereinafter      
provided for special meetings of the Board of Directors.                        

Section 3.     Regular meetings of the Board of Directors may be held without   
call or notice at such time and at such place as shall from time to time be     
fixed and determined by the Board of Directors.                                 

Section 4.     Special meetings of the Board of Directors may be called by the  
Chairman or the President or by the Vice-President or by any two Directors.     

     Written notice of the time and place of special meetings shall be delivered
personally to each Director, or sent to each Director by mail or by other form  
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the records or if not readily ascertainable, at the place in which
the meetings of the Directors are regularly held. In case such notice is mailed 
or telegraphed, it shall be deposited in the postal service or delivered to the 
telegraph company at least forty-eight (48) hours prior to the time of the      
holding of the meeting. In case such notice is delivered or faxed, it shall be  
so delivered or faxed at least twenty-four (24) hours prior to the time of the  
holding of the meeting. Such mailing, telegraphing, delivery or faxing as above 
provided shall be due, legal and personal notice of such Director.              

Section 5.     Notice of the time and place of holding an adjourned meeting need
not be given to the absent Directors if the time and place be fixed at the      
meeting adjourned.                                                              

Section 6.     The transaction of any meeting of the Board of Directors, however
called and noticed or wherever held, shall be as valid as though transacted at a
meeting duly held after regular call and notice, if a quorum be present, and if,
either before or after such meeting, each of the Directors not present signs a  
written waiver of notice, or a consent of holding such meeting, or approvals of 
the minutes thereof. All such waivers, consents or approvals shall be filed     
with the corporate records or made a part of the minutes of the meeting.        

Section 7.     The majority of the authorized number of Directors shall be      
necessary to constitute a quorum for the transaction of business, except to     
adjourn as hereinafter provided. Every act or decision done or made by a        
majority of the Directors present at a meeting duly held at which a quorum is   
present shall be regarded as the act of the Board of Directors, unless a greater
number be required by law or by the Articles of Incorporation.  Any action of a 
majority, although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board shall be as     
valid and effective in all respects as if passed by the Board in regular        
meeting.                                                                        

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Section 8.     A quorum of the Directors may adjourn any Directors meeting to   
meet again at stated day and hour; provided, however, that in the absence of a  
quorum, a majority of the Directors present at any Directors meeting, either    
regular or special, may adjourn from time to time until the time fixed for the  
next regular meeting of the Board.                                              

   ARTICLE 5
   ---------

 Committees of Directors

Section 1.     The Board of Directors may, by resolution adopted by a majority  
of the whole Board, designate one or more committees of the Board of Directors, 
each committee to consist of two or more of the Directors of the corporation    
which, to the extent provided in the resolution, shall and may exercise the     
power of the Board of Directors in the management of the business and affairs   
of the corporation and may have power to authorize the seal of the corporation  
to be affixed to all papers which may require it. Such committee or committees  
shall have such name or names as may be determined from time to time by the     
Board of Directors. The members of any such committee present at any meeting and
not disqualified from voting may, whether or not they constitute a quorum,      
unanimously appoint another member of the Board of Directors to act at the      
meeting in the place of any absent or disqualified member. At meetings of such  
committees, a majority of the members or alternate members at any meeting at    
which there is a quorum shall be the act of the committee.                      

Section 2.     The committee shall keep regular minutes of their proceedings and
report the same to the Board of Directors.                                      

Section 3.     Any action required or permitted to be taken at any meeting of   
the Board of Directors or of any committee thereof may be taken without a       
meeting if a written consent thereto is signed by all members of the Board of   
Directors or of such committee, as the case may be, and such written consent is 
filed with the minutes of proceedings of the Board or committee.                

   ARTICLE 6
   ---------

Compensation of Directors                                                       

Section 1.     The Directors may be paid their expenses of attendance at each   
meeting of the Board of Directors and may be paid a fixed sum for attendance at 
each meeting of the Board of Directors or a stated salary as Director. No such  
payment shall preclude any Director from serving the corporation in any other   
capacity and receiving compensation therefor. Members of special or standing    
committees may be allowed like reimbursement and compensation for attending     
committee meetings.                                                             

   ARTICLE 7
   ---------

   Notices

Section 1.     Notices to Directors and stockholders shall be in writing and    
delivered personally or mailed to the Directors or stockholders at their        
addresses appearing on the books of the corporation. Notices to Directors may   
also be given by fax and by telegram. Notice by mail, fax or telegram shall be  
deemed to be given at the time when the same shall be mailed.                   

Section 2.     Whenever all parties entitled to vote at any meeting, whether of 
Directors or stockholders, consent, either by a writing on the records of the   
meeting or filed with the Secretary, or by presence at such meeting or oral     
consent entered on the minutes, or by taking part in the deliberations at such  
meeting without objection, the doings of such meeting shall be as valid as if   
had at a meeting regularly called and noticed, and at such meeting any business 
may be transacted which is not excepted from the written consent to the         
consideration of which no objection for want of notice is made at the time, and 
if any meeting be irregular for want of notice or such consent, provided a      
quorum was present at such meeting, the proceedings of said meeting may be      
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at   
such meeting; and such consent or approval of stockholders may be by proxy or   
attorney, but all such proxies and powers of attorney must be in writing.       

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Section 3.     Whenever any notice whatever is required to be given under the   
provisions of the statute, of the Articles of Incorporation or of these Bylaws, 
a waiver thereof in writing, signed by the person or persons entitled to said   
notice, whether before or after the time stated therein, shall be deemed        
equivalent thereto.                                                             

   ARTICLE 8
   ---------

  Officers

Section 1.     The officers of the corporation shall be chosen by the Board of  
Directors and shall be a President, a Secretary and a Treasurer. Any person may 
hold two or more offices.                                                       

Section 2.     The Board of Directors at its first meeting after each annual    
meeting of stockholders shall choose a Chairman of the Board who shall be a     
Director, and shall choose a President, a Secretary and a Treasurer, none of    
whom need be Directors.                                                         

Section 3.     The Board of Directors may appoint a Vice-Chairman of the Board, 
Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers  
and such other officers and agents as it shall deem necessary who shall hold    
their offices for such terms and shall exercise such powers and perform such    
duties as shall be determined from time to time by the Board of Directors.      

Section 4.     The salaries and compensation of all officers of the corporation 
shall be fixed by the Board of Directors.                                       

Section 5.     The officers of the corporation shall hold office at the pleasure
of the Board of Directors.  Any officer elected or appointed by the Board of    
Directors may be removed any time by the Board of Directors. Any vacancy        
occurring in any office of the corporation by death, resignation, removal or    
otherwise shall be filled by the Board of Directors.                            

Section 6.     The Chairman of the Board shall preside at meetings of the       
stockholders and the Board of Directors, and shall see that all orders and      
resolutions of the Board of Directors are carried into effect.                  

Section 7.     The Vice-Chairman shall, in the absence or disability of the     
Chairman of the Board, perform the duties and exercise the powers of the        
Chairman of the Board and shall perform other such duties as the Board of       
Directors may from time to time prescribe.                                      

Section 8.     The President shall be the chief executive officer of the        
corporation and shall have active management of the business of the corporation.
He shall execute on behalf of the corporation all instruments requiring such    
execution except to the extent the signing and execution thereof              
shall be expressly designated by the Board of Directors to some other officer   
or agent of the corporation.                                                    

Section 9.     The Vice-Presidents shall act under the direction of the         
President and in absence or disability of the President shall perform the duties
and exercise the powers of the President. They shall perform such other duties  
and have such other powers as the President or the Board of Directors may from  
time to time prescribe. The Board of Directors may designate one or more        
Executive Vice-Presidents or may otherwise specify the order of seniority of the
Vice-Presidents. The duties and powers of the President shall descend to the    
Vice-Presidents in such specified order of seniority.                           

Section 10.     The Secretary shall act under the direction of the President.   
Subject to the direction of the President he shall attend all meetings of the   
Board of Directors and all meetings of the stockholders and record the          
proceedings. He shall perform like duties for the standing committees when      
required. He shall give, or cause to be given, notice of all meetings of the    
stockholders and special meetings of the Board of Directors, and will perform   
other such duties as may be prescribed by the President or the Board of         
Directors.                                                                      

Section 11.     The Assistant Secretaries shall act under the direction of the  
President. In order of their seniority, unless otherwise determined by the      
President or the Board of Directors, they shall, in the absence or              

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disability of the Secretary, perform the duties and exercise the powers of the  
Secretary. They shall perform other such duties and have such other powers as   
the President and the Board of Directors may from time to time prescribe.       

Section 12.     The Treasurer shall act under the direction of the President.   
Subject to the direction of the President he shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and  
disbursements in books belonging to the corporation and shall deposit all money 
and other valuable effects in the name and to the credit of the corporation in  
such depositories as may be designated by the Board of Directors. He shall      
disburse the funds of the corporation ~as may be ordered by the President or the
Board of Directors, taking proper vouchers for such disbursements, and shall    
render to the President and the Board of Directors, at its regular meetings, or 
when the Board of Directors so requires, an account of all his transactions as  
Treasurer and of the financial condition of the corporation.                    

If required by the Board of Directors, the Treasurer shall give the   
corporation a bond in such sum and with such surety as shall be satisfactory to 
the Board of Directors for the faithful performance of the duties of his office 
and for the restoration to the corporation, in case of his death, resignation,  
retirement or removal from office, of all books, papers, vouchers, money and    
other property of whatever kind in his possession or under his control belonging
to the corporation.                                                             

Section 13.     The Assistant Treasurers in order of their seniority, unless    
otherwise determined by the President or the Board of Directors, shall, in the  
absence or disability of the Treasurer, perform the duties and exercise the     
powers of the Treasurer. They shall perform such other duties and have such     
other powers as the President or the Board of Directors may from time to time   
prescribe.                                                                      

   ARTICLE 9
   ---------

 Certificates of Stock

Section 1.     Every stockholder shall be entitled to have a certificate signed 
by the President or a Vice-President and the Treasurer or an Assistant          
Treasurer, or the Secretary or an Assistant Secretary of the corporation,       
certifying the number of shares owned by him in the corporation. If the         
corporation shall be authorized to issue more than one class of stock or more   
that one series of any class, the designations, preferences and relative,       
participating, optional or other special rights of the various classes of stock 
or series thereof and the qualifications, limitations or restrictions of such   
rights, shall be set forth in full or summarized on the face or back of the     
certificate which the corporation shall issue to represent such stock.          

Section 2.     If a certificate is signed (a) by a transfer agent other than the
corporation or its employees or (b) by a registrar other than the corporation or
its employees, the signatures of the officers of the corporation may be         
facsimiles. In case any officer who has signed or whose facsimile signatures    
have been placed upon a certificate shall cease to be such officer before such  
certificate is issued, such certificate may be issued with the same effect as   
though the person had not ceased to be such officer. The seal of the            
corporation, or a facsimile thereof, may, but need not be, affixed to           
certificates of stock.                                                          

Section 3.     The Board of Directors may direct a new certificate or           
certificates to be issued in place of any certificate or certificates           
theretofore issued by the corporation alleged to have been lost or destroyed    
upon the making of an affidavit of that fact by the person claiming the         
certificate of stock to be lost or destroyed. When authorizing such issue of    
a new certificate or certificates, the Board of Directors may, in its           
discretion and as a condition precedent to the issuance thereof, require the    
owner of such lost or destroyed certificate or certificates, or his legal       
representative, to advertise the same in such manner as it shall require        
and/or give the corporation a bond in such sum as it may direct as              
indemnity against any claim that may be made against the corporation with       
respect to the certificate alleged to have been lost or destroyed.              

Section 4.     Upon surrender to the corporation or the transfer agent of the   
corporation of a certificate for shares duly endorsed or accompanied by proper  
evidence of succession, assignment or authority to transfer, it shall be the    
duty of the corporation, if it is satisfied that all provisions of the laws and 
regulations applicable to the corporation regarding transfer and ownership of   
shares have been compiled with, to issue a new certificate to the person        
entitled thereto, cancel the old certificate and record the transaction         
upon its books.                                                                 

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Section 5.     The Board of Directors may fix in advance a date not exceeding   
sixty (60) days nor less than ten (10) days preceding the date of any meeting   
of stockholders, or the date of the payment of any dividend, or the date of the 
allotment of rights, or the date when any change or conversion or exchange of   
capital stock shall go into effect, or a date in connection with obtaining the  
consent of stockholders for any purpose, as a record date for the termination of
the stockholders entitled to notice of and to vote at any such meeting, and any 
adjournment thereof, or entitled to receive payment of any such dividend, or to 
give such consent, and in the such case, such stockholders, and only such       
stockholders as shall be stockholders of record on the date so fixed, shall be  
entitled to notice of and to vote as such meeting, or any adjournment thereof,  
or to receive such payment of dividend, or to receive such allotment of rights, 
or to exercise such rights, or to give such consent, as the case may be,        
notwithstanding any transfer of any stock on the books of the corporation after 
such record date fixed as aforesaid.                                            

Section 6.     The corporation shall be entitled to recognize the person        
registered on its books as the owner of the share to be the exclusive owner for 
all purposes including voting and dividends, and the corporation shall not be   
bound to recognize any equitable or other claims to or interest in such shares  
or shares on the part of any other person, whether or not it shall have express 
or other notice thereof, except as otherwise provided by the laws of Nevada.    

    ARTICLE 10
    ----------

    General Provisions

Section 1.     Dividends upon the capital stock of the corporation, subject to  
the provisions of the Articles of Incorporation, if any, may be declared by the 
Board of Directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.                                

Section 2.     Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the        
Directors from time to time, in their absolute discretion, think proper as a    
reserve or reserves to meet contingencies, or for equalizing dividends or for   
repairing and maintaining any property of the corporation, or for such other    
purpose as the Directors shall think conducive to the interests of the          
corporation, and the Directors may modify or abolish any such reserve in the    
manner in which it was created.                                                 

Section 3.     All checks or demands for money and notes of the corporation     
shall be signed by such officer or officers or such other person or persons as  
the Board of Directors may from time to time designate.                         

Section 4.     The fiscal year of the corporation shall be fixed by resolution  
of the Board of Directors.                                                      

Section 5.     The corporation may or may not have a corporate seal, as may be  
from time to time determined by resolution of the Board of Directors. If a      
corporate seal is adopted, it shall have inscribed thereon the name of the      
corporation and the words "Corporate Seal" and "Nevada". The seal may be used   
by causing it or a facsimile thereof to be impressed or affixed or in any       
manner reproduced.                                                              

    ARTICLE 11
    ----------

     Indemnification

     Every person who was or is a party or is a threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,      
administrative or investigative, by reason of the fact that he or a person of   
whom he is the legal representative is or was a Director or officer of the      
corporation or is or was serving at the request of the corporation or for its   
benefit as a Director or officer of another corporation, or as its              
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest legally permissible under the   
General Corporation Law of the State of Nevada from time to time against all    
expenses, liability and loss (including attorney's fees, judgments, fines and   
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and Directors incurred in     
defending a civil or criminal action, suit or proceeding must be paid by the    
corporation as they are incurred and in advance of the final disposition of the 
action, suit or proceeding upon receipt of an undertaking by or on behalf of the

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Director or officer to repay the amount if it is ultimately determined by a     
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may  
be enforced in any manner desired by such person. Such right of indemnification 
shall not be exclusive of any other right which such Directors, officers or     
representatives may have or hereafter acquire and, without limiting the         
generality of such statement, they shall be entitled to their respective rights 
of indemnification under any bylaw, agreement, vote of stockholders, provision  
of law or otherwise, as well as their rights under this Article.                

   The Board of Directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a Director or officer of the    
corporation, or is or was serving at the request of the corporation as a        
Director or officer of another corporation, or as its representative in a       
partnership, joint venture. trust or other enterprise against any liability     
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify   
such person.                                                                    

The Board of Directors may form time to time adopt further Bylaws with
respect to indemnification and amend these and such Bylaws to provide at all    
times the fullest indemnification permitted by the General Corporation Law of   
the State of Nevada.                                                            

    ARTICLE 12
    ----------

    Amendments

Section 1.     The Bylaws may be amended by a majority vote of all the stock    
issued and outstanding and entitled to vote at any annual or special meeting of 
the stockholders, provided notice of intention to amend shall have been         
contained in the notice of the meeting.                                         

Section 2.     The Board of Directors by a majority vote of the whole Board at  
any meeting may amend these Bylaws, including Bylaws adopted by the             
stockholders, but the stockholders may from time to time specify                
particulars of the Bylaws which shall not be amended by the Board of Directors. 

APPROVED AND ADOPTED June 17,1997.                                              

    CERTIFICATE OF THE SECRETARY
    ----------------------------

I,.Carrie Hunter, hereby certify that I am the Secretary of Meier Worldwide     
Intermedia Inc., and the foregoing Bylaws, consisting of 8 pages, constitute the
code of Bylaws of this company as duly adopted at a regular meeting of the Board
of Directors of the corporation held on June 17, 1997.                          

IN WITNESS WHEREOF, I have hereunto subscribed my name on June 16, 1997.        

Per:     /s/Carrie Hunter                                                       
----     --------------------                                                   
Secretary                                                                       

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Exhibit #4                                                                      

SPECIMEN STOCK CERTIFICATE    

                                                       CUSIP NO. 585204 10 0
NUMBER                                                                  SHARES  

 MEIER WORLDWIDE
 INTERMEDIA INC.
 Authorized Common Stock: 200,000,000 Shares
Par Value: $.001

THIS CERTIFIES THAT                                                             

IS THE RECORD HOLDER OF                                                         

Shares of MEIER WORLDWIDE INTERMEDIA INC. Common Stock  

transferable  on  the  books  of the Corporation in person or by duly authorized
attorney  upon surrender of this Certificate properly endorsed. This Certificate
is  not  valid  until  countersigned by the Transfer Agent and registered by the
Registrar.                                                                      

   Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.                 

Dated:                                                                          

             MEIER WORLDWIDE
             INTERMEDIA INC.
            Corporate Seal
--------------------                   June 17, 1997                            
   Secretary                               NEVADA                      President

NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT        Countersigned Registered
                                                 NEVADA AGENCY AND TRUST COMPANY
                                      90  WEST  LIBERTY  STREET,  SUITE  880  by
                                                            Reno,  Nevada  89501

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Exhibit 10a                                                                     

  TRANSFER AGENT AND REGISTRAR AGREEMENT
  --------------------------------------

     THIS AGREEMENT made and entered into this 15th day of January, 1998. by and
between:                                                                        

NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880. Reno, Nevada
89501. hereinafter called "Transfer Agent," and                                 

MEIER WORLDWIDE INTERMEDIA, INC., 250-1075 West Georgia Street, Vancouver, B.C. 
V6E 3C9, a Nevada corporation, hereinafter called "'Company."                   

  NOW THEREFORE, for valuable consideration and the mutual promises herein
contained. the parties hereto agree as follows, to wit:                         

1.     [APPOINTMENT OF TRANSFER AGENT] The Company hereby appoints    
Transfer Agent as the Transfer Agent and Registrar for the Company's Common ,   
commencing on this 15th day of January 1998.                                    

 2.     [COMPANY'S DUTY] The Company agrees Transfer Agent's stockholder
list showing the name of the individual stockholder, current address, the number
of shares and the certificate numbers is correct.                               

3.     [STOCK CERTIFICATES1 The Company agrees to provide an adequate 
number of stock certificates to handle the Company's transfers on a current     
basis. Upon receipt of Transfer Agent's request, the Company agrees to furnish  
additional stock certificates as Transfer Agent deems necessary considering the 
volume of transfers. The stock certificates shall be supplied at Company's cost.
The Transfer Agent agrees to order stock certificates from its printer upon     
request of the Company.                                                         

4.    [TRANSFER AGENT DUTIES] Transfer Agent agrees to handle the     
Company's transfers. record the same, and maintain a ledger, together with a    
file containing all correspondence relating to said transfers, which records    
shall be kept confidential and be available to the Company and its Board of     
Directors, or to any person specifically authorized by the Board of  Directors  
to review the records which shall be made available by Transfer Agent during    
the regular business hours.                                                     

5.    [TRANSFER AGENT REGISTRATION] Transfer Agent warrants that it is
registered as a Transfer Agent with the United States Securities and Exchange   
Commission under the Securities Act  of'1934, as amended.                       

6.    [STOCKHOLDER LIST] From time to time, as necessary for Company  
stockholders meetings or mailings, the Transfer Agent will certify and make     
available the current, active stockholder list for Company purposes. It is      
agreed that a reasonable charge for supplying such list will be made by Transfer
Agent to the Company. It is further agreed that In the event the Transfer Agent 
received a request or demand from a stockholder or the attorney or agent for a  

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stockholder, for a list of stockholders, the Transfer Agent will serve written  
notice of such request by certified mail to the Company. The Company will have  
forty-eight (48) hours to respond in writing to the Transfer Agent. If the      
Company orders the Transfer Agent to withhold delivery of a list of'            
stockholders as requested, the Transfer Agent agrees to follow the orders of the
Company. The Company will then follow the procedure set forth in the Uniform    
Commercial Code to restrain the Transfer Agent from making delivery of a        
stockholders list.                                                              

   7.    [TRANSFER FEE] Transfer Agent agrees to assess and collect from the
person requesting a transfer and/or the transferror, a fee of Ten and No/100    
dollars ($10.00) for each stock certificate issued. except original issues of   
stock or warrant certificates, which fees shall be paid by the Company. This fee
may be decreased or increased at any time by the Transfer Agent. This fee shall 
be the property of the Transfer Agent.                                          

   8.    [ANNUAL FEE] The Company agrees to pay the Transfer Agent an annual
fee of TWELVE HUNDRED DOLLARS ($1,200.00).This fee reimburses the Transfer Agent
------------        
for the expense and time required to respond to the written and oral inquiries  
from brokers and the investing public as well as maintaining the transfer books 
and records of the corporation. The annual fee will be due on 1st of January of 
                                                       -----------------
each year and is subject to annual review.                                      

9.    [TERMINATION] This Agreement may be terminated by either party  
giving written notice of such termination to the other party at least ninety    
(90) days before the effective date. The Transfer Agent shall return all of the 
transfer records to the Company and its duties and obligations as Transfer Agent
shall cease at that time. The Transfer Agent will be paid a Termination Fee of  
$1.00 per registered stockholder of the Company at the time the written         
termination notice is served.                                                   

10.   [COMPANY STATUS] The Company will promptly advise the Transfer  
Agent of any changes or amendments to the Articles of Incorporation, any        
significant changes in corporate status, changes in officers, etc., and of all  
changes in filing status with the Securities and Exchange Commission, or any    
state entity, and to hold the Transfer Agent harmless from its failure to do so.

11.   [INDEMNIFICATION OF TRANSFER AGENT] The Company agrees to       
indemnify and hold harmless the Transfer Agent, from any and all loss, liability
of damage, including, reasonable attorneys' fees and expenses, arising out of or
resulting from the assertion against the Transfer Agent of any claims, debts or 
obligations in connection with any of the Transfer Agent's duties as set forth  
in the Agreement, and specifically it is understood that the Transfer Agent     
shall have the right to apply to independent counsel at the Company's expense in
following the Company's directions and orders.                                  

12.   [COUNTERPARTS] This Agreement may be executed in any number of  
counterparts, each of which, when executed and delivered, shall be all original,
but all such counterparts shall constitute one and the same instrument.         

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Page 3                                                                          

 13.   [NOTICES] Any notice under this Agreement shall be deemed to have
been sufficiently given if sent by registered or certified mail, postage        
prepaid, addressed as follows:                                                  

To the Company:                                           
Jim Meier, President                                      
MEIER WORLDWIDE INTERMEDIA, INC.                          
250-1075 West Georgia Street                              
Vancouver, B.C. V6E 3C9                                   

To the Transfer agent:                                    
NEVADA AGENCY AND TRUST COMPANY                           
50 West Liberty Street, Suite 880                         
Reno, Nevada 89501                                        

  14.   [MERGER CLAUSE] This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally, 
and no attempted change, termination or waiver of any of the provisions hereof  
shall be binding unless in writing and signed by the parties hereto.            

 15.   [GOVERNING LAW] This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada.                             

  THIS AGREEMENT has been executed by the parties hereto as of the day and
year first above written, by the duly authorized officer or officers of said    
parties, and the same will be binding upon the assigns and successors in        
interest of the parties hereto.                                                 

   NEVADA AGENCY AND TRUST COMPANY
Transfer Agent              

By /s/Amanda Cardinalli     
      ----------------------------
 Amanda Cardinalli
Vice President  

    MEIER WORLDWIDE INTERMEDIA, INC.
Company                     

By /s/Jim Meier             
      ----------------------------
Jim Meier       
President       

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Exhibit 10b                                                                     

Asset Purchase Agreement    

THIS AGREEMENT dated June 30,1997                             

BETWEEN:                                                                        

     GYRO-GYM ENTERPRISES INC., a company incorporated under the laws of
British Columbia;                                             

(the "Vendor")                                                

                                                     OF THE FIRST PART

AND:                                                                            

        MEIER WORLDWIDE INTERMEDIA INC., a company incorporated under the laws
of Nevada;                                                    

(the "Purchaser")                                             

                                                     OF THE  SECOND PART

WHEREAS:                                                                        

A.     The Vendor is the legal and beneficial owner of the assets described in  
Schedule "A" attached hereto (the "Assets"); and                                

B.     The Vendor has agreed to sell and the Purchaser has agreed to buy the    
Assets;                                                                         

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the   
premises, and the covenants, agreements and warranties hereinafter contained,   
the parties hereto covenant, agree, represent and promise as follows:           

PURCHASE AND SALE                                                               

1.     The Vendor agrees to sell to the Purchaser, and the Purchaser agrees to  
purchase from the Vendor, the Assets on the terms and conditions hereinafter    
set forth.                                                                      

PURCHASE PRICE                                                                  

2.     The Purchase Price for the Assets is 400,000 Common shares of the        
Purchaser, and shall be issued by the Purchaser at closing.                     

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Page 2                                                                          

VENDOR'S REPRESENTATIONS                                                        

3.     The Vendor severally represents and wan-ants to the Purchaser (and the   
Vendor acknowledges the Purchaser has relied upon such representations and      
warranties in connection with the purchase of the Assets) as follows:           

(a)     the Vendor own the Assets as the legal and beneficial owners thereof,   
        free and clear of all liens, mortgages, encumbrances, equities or claims
of every kind and nature whatsoever;                            

(b)     the Vendor has due and sufficient right and authority to enter into this
       Agreement on the terms and conditions set forth herein, and to transfer
 the legal and beneficial title and ownership of the Assets to the
Purchaser;                                                      

(c)     no person, firm or corporation has any agreement or option or any       
      right capable of becoming an agreement for the purchase of the Assets;

(d)     there is no basis for and there are no actions, suits, judgments,       
  investigations or proceedings outstanding or pending or threatened
  against or affecting the Vendor or the Assets at law or in equity;

(e)     the Vendor is a resident of Canada within the meaning of the Income Tax 
Act (Canada); and                                               

(f)     the representations and warranties herein contained will be true at the 
time of closing.                                                

COVENANTS                                                                       

4.     The Vendor shall make available to the Purchaser or its nominees, at all 
reasonable times prior to closing, the Assets for the purpose of inspection,    
valuation, verification and authentication thereof.                             

5.     Both parties shall keep confidential and not disclose to any person the  
terms of this Agreement, and in particular the Purchase Price, and shall ensure 
that their respective agents also keep the terms of this Agreement confidential,
except that either party may disclose the fact that this Agreement exists.      

PURCHASER'S CONDITIONS                                                          

6.     Notwithstanding anything contained herein, the obligation of the         
Purchaser to complete the purchase herein shall be subject to the following     
conditions:                                                                     

(a)     the representations and warranties of the Vendor contained herein shall 
be true at the time of closing;                                 

(b)     all of the covenants and agreements of the Vendor to be performed on or 
before closing pursuant to this Agreement shall have been duly  
performed; and                                                  

(c)     the Purchaser shall be satisfied in its sole discretion with the Assets 
at the time of closing.                                         

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The foregoing conditions are for the sole and exclusive benefit of the Purchaser
and may be waived by it in whole or in part.                                    

CLOSING                                                                         

7.     The purchase and sale of the Assets and the other transactions           
contemplated by this Agreement shall be closed at Corporate House, 320-1100     
Melville Street, Vancouver, BC V6E 4A6, on Wednesday, July 30, 1997, or on      
such other date or place as may be agreed upon by the parties (the "Closing     
Date").                                                                         

8.     At closing, the Vendor shall deliver or cause to be delivered to the     
Purchaser:                                                                      

(a)     possession of the Assets;                                               

(b)     a bill of sale of the Assets executed by the Vendor which is            
satisfactory to the Purchaser; and                              

(c)     such further documents and instruments as the Purchaser may reasonably  
require.                                                        

9.     At closing, the Purchaser shall pay the Purchase Price to the Vendor, and
shall pay all provincial sales taxes in connection with the sale and transfer of
the Assets.                                                                     

RISK OF LOSS                                                                    

10.    From the date hereof to the time of closing, the Assets shall be and     
remain at the risk of the Vendor. If any of the Assets shall be lost, damaged or
destroyed prior to the time of closing, the Purchaser may terminate this        
Agreement.                                                                      

GENERAL PROVISIONS                                                              

11.     The parties shall cooperate with each other, do such things and perform 
such acts as may be necessary or advisable to implement and carry out the full  
intent and meaning of this Agreement                                            

12.     Captions are inserted for convenience of reference only and shall not be
considered in the interpretation of this Agreement, which shall be interpreted  
with such changes of gender and number as the context hereof requires.          

13.     All the representations, warranties, covenants and agreements of the    
parties contained herein shall survive the Closing Date.                        

14.     The terms and provisions contained herein constitute. the entire        
agreement between the parties hereto and supersede all previous written or oral 
communications, and there are no warranties, representations, terms, conditions 
or collateral agreements, express or implied, other than expressly set forth    
herein.                                                                         

15.     The Vendor shall indemnify and save the Purchaser harmless from all     
loss, damages, costs, actions and suits arising out of or in connection with any
breach of any representation, warranty, covenant, agreement or condition        

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contained in this Agreement. The Vendor acknowledges and agrees that the        
Purchaser has entered into this Agreement relying on the warranties and         
representations and other terms and conditions of this Agreement.               

16.     This Agreement shall enure to the benefit of and be binding upon the    
parties hereto and their respective heirs, personal representatives, successors 
and assigns.                                                                    

17.     Any notice given hereunder by any party shall be deemed to have been    
well and sufficiently given if mailed by prepaid registered mail, faxed or      
delivered to the address of the other party on the first page of this Agreement,
or at such other address as the other party may from time to time direct in     
writing; and any such notice shall be deemed to have been received: if mailed,  
two days after the date of mailing; and if faxed or delivered, upon the date of 
faxing or delivery. In the event of postal disruption, any notice shall be faxed
or delivered to the recipient thereof and not mailed.                           

  IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the day and year first above written.                                           

GYRO-GYM ENTERPRISES INC.                                                       

By: /S/ Dennis Rudd                                                             
---------------                                                         
Authorized Signatory                                                    

MEIER WORLDWIDE INTERMEDIA INC.                                                 

By: /s/ Jim Meier                                                               
---------------                                                         
Authorized Signatory                                                      

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Page 5                                                                          
SCHEDULE "A"  

ASSET PURCHASE  

PREPAID EXPENSES:                                                               

Last month's lease payment on Acura           1,971.95                
Down payment on Acura                         4,000.00                
Invoices paid and to be reimbursed later        640.90                
     Additional down payment on up grade of Acura  7,850.95         $  14,463.80
                              --------
OFFICE EQUIPMENT - desks, chairs, etc. - net of accumulated                     
                   depreciation                                         5,848.44

TELEPHONE EQUIPMENT - no depreciation has been taken to date           10,633.64

COMPUTER EQUIPMENT - net of accumulated depreciation                    1,316.64

RENTAL EQUIPMENT - sofa, chair and furniture in reception room                  
                   - net of accumulated depreciation                    1,536.53

STUDIO CONTRACTS:                                                               

Operational studios (to be managed by G.G. Studios Inc.):                   

Lake City Studio,                                                         
GG Studio                                                                 
Burnaby Studio                                                            

Commission based Studios:                                                   
B B Studio                                                                
WC Studio                                                                 
MC Studio                                                                 
   Underhill Studio                                                         7.00
                                                                          ------

TOTAL ASSET PURCHASED                                                 $33,806.05
                                                                      ----------

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Exhibit 10c                                                                     

TRANSFER OF MOVIE RIGHTS IN THE JOHN MEIER STORY

For good and valuable consideration, receipt of which is hereby acknowledged,   
the undersigned  (the "Owner")  does hereby transfer, sell and assign to MEIER  
ENTERTAINMENT GROUP INC., a British Columbia Company, its successors and        
assigns, the audio-visual rights to make one motion picture in and to certain   
characters and story currently named "The John Meier Story", and all supporting 
characters created with respect thereto, including, without limitation, in and  
to any and all plots, themes, titles, storyline, names and copyright in         
connection therewith, and all tangible and intangible properties respecting the 
foregoing.                                                                      

IN WITNESS WHEREOF the undersigned has executed this document as of May 24,     
1996.                                                                           

/s/ Jennie Meier                                                                
----------------                                                                
JENNIE MEIER                                                                    

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TRANSFER OF MOVIE RIGHTS IN THE JOHN MEIER STORY  

For good and valuable consideration, receipt of which is hereby acknowledged,   
the undersigned  (the "Owner")  does hereby transfer, sell and assign to his    
wife, JENNIE MEIER, her heirs, executors, administrators and assigns, the       
audio-visual rights to make one motion picture in and to certain characters     
and story currently named "The John Meier Story", and all supporting characters 
created with respect thereto, including, without limitation, in and to any and  
all plots, themes, titles, storyline, names and copyright in connection         
therewith, and all tangible and intangible properties respecting the foregoing. 

IN WITNESS WHEREOF the undersigned has executed this document as of August 9,   
1973.                                                                           

/s/ John Meier                                                                  
----------------                                                                
JOHN MEIER                                                                      

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Assignment  

For good and valuable consideration, receipt of which is hereby acknowledged,   
the undersigned (the " Owner") does hereby transfer, sell and assign to MEIER   
WORLDWIDE INTERMEDIA INC., its successors and assigns, the audio-visual rights  
to make one motion picture in and to certain characters and story currently     
named "The John Meier Story", and all supporting characters created with respect
thereto, including, without limitation, in and to any and all plots, themes,    
titles, storyline, names and copyright in connection therewith, and all         
tangible and intangible properties respecting the foregoing.                    

IN WITNESS WHEREOF the undersigned has executed this document on August 27,     
1997.                                                                           

MEIER ENTERTAINMENT GROUP INC.                                                  

Per: /s/Jim Meier                                                               
------------------------                                                        
Authorized Signatory                                                            

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TRANSFER OF ECONOMIC          
AND ARTISTIC INTERESTS IN           
THE LIFE STORY OF JOHN MEIER            

1.   JOHN MEIER and JENNIE MEIER (herein "Meier" and "Mrs. Meier" respectively, 
and "The Parties" collectively) agree that Meier has had numerous life
experiences which, when related, may have an economic component which 
 could inure to the benefit of an individual or corporate entity holding
the rights thereto.                                                   

2.   Accordingly, Meier and Mrs. Meier intend that this agreement shall settle  
    the matter of ownership of all rights of, to and about Meier's life story,
 in whole and/or in part.  Specifically excluded from this paragraph and
  this Agreement is any biographical book which may be written by Meier or
by an author, whether now known or unknown.                           

3.   It is Meier's desire and intent that his life story, pursuant to the       
    limitations embodied in Paragraph 2 hereof, be wholly owned by Mrs. Meier,
to inure to her benefit and to the benefit of the Parties' children.  

4.   Meier represents that no encumbrances exist which could or would interfere 
   with according the rights described in Paragraph 2 to another personal or
 corporate entity.  Accordingly, Meier hereby assigns all such rights to
Mrs. Meier.                                                           

5.   It is expressly understood that these rights shall, without limitation,    
   extend to any and all dramatic motion pictures and television productions
  and documentary presentations (regardless of media), whether recorded on
  tape, wire or film or any other means or methods, now known or yet to be
     devised and/or perfected.  Subject only to the specific limitation embodied
in Paragraph 2 herein, such rights shall extend to all print media.   

6.   This Agreement shall endure for seven (7) years, and shall automatically   
   renew after such seven-year period, and shall again renew in that manner,
   in perpetuity.  This Agreement may be cancelled if either party sends the
other a notice within sixty (60) days of any automatic renewal date.  

7.   Mrs. Meier shall be free to sell or license or otherwise dispose of the    
rights herein, of and on her own volition, and without specific       
consultation with Meier.                                              

Agreed:                                                                         

/s/ John Meier            Aug. 9, 1973     /s/ Jennie Meier       Aug. 9, 1973  
-------------------------------------      -----------------------------------  
JOHN MEIER                DATE             JENNIE MEIER           DATE          

Witness:                                                                        

/s/ Abe Froese            Aug. 9, 1973                                          
--------------------------------------                                          
ABE FROESE                DATE                                                  

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TRANSFER OF ECONOMIC            
AND ARTISTIC INTERESTS IN           
THE LIFE STORY OF JOHN MEIER            

1.   Reference is hereby made to that certain Agreement between John Meier      
and Jennie Meier, executed and dated on August 9, 1973.               

2.   In that Agreement and on that date, John Meier (herein "Mr. Meier") and    
     and Jennie Meier (herein "Owner") concluded that the rights of ownership as
  therein defined, to and about Mr. Meier's life story, in whole and/or in
 part, would be assigned to Mrs. Meier, who is now the owner of all such
rights.                                                               

3.   This instrument is intended to embody every right, obligation and benefit  
contained in the Agreement dated August 9, 1972.                      

4.   The Owner herein agrees to license all rights, obligations and benefits,   
pursuant to paragraph 3 hereof, to:                                   

Meier Entertainment Group       
360 English Bluff Road,       
Delta, British Columbia       
Canada        

Telephone:  604/671-0640      

 For any and all notices required and/or deemed necessary hereunder, the
foregoing address shall be deemed the proper address.                 

 Such license shall be deemed effective for a period of seven (7) years,
   and shall automatically renew after such seven (7) year period, and shall
again renew in that manner, in perpetuity.  This Assignment may be    
  cancelled if the Owner deems it prudent and proper, by serving notice on
  Meier Entertainment Group within sixty (60) days of the end of the first
seven (7) year term or any ensuing seven (7) year term.               

5.   The foregoing Paragraph 4 notwithstanding, any Agreement between Meier     
Entertainment Group and any motion picture production company,        
  distributor, television network, talent agency, financing entity, or any
  other corporate or private entity or individual shall not be affected by
 the exercise of termination specified in paragraph 4, and any Agreement
 between Meier Entertainment Group and any such entity shall survive any
 such termination, and shall remain in full force and effect, based upon
its terms.                                                            

6.   As full consideration for the foregoing licensing agreement, the Owner     
  agrees to the sum of $1.00 (one), as full and complete compensation, for
each seven year term hereof.                                          

Agreed:                                    Witness                              
/s/ Jennie Meier   Jan. 11, 1995           /s/ Abe Froese       Jan. 11/95      
--------------------------------           --------------------------------     
JENNIE MEIER       DATE                    ABE FROESE           DATE            

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Exhibit 10d                                                                     

MANAGEMENT AGREEMENT

THIS AGREEMENT is made and executed the 6th day of October 1997.                

BETWEEN:                                                                        

      G. G. STUDIOS INC., a body corporate duly incorporated under the laws of
      British Columbia and having an office at 250 - 1075 West Georgia Street,
Vancouver, British Columbia V6E 3C9                               

AND:                                                                            

       DENNIS RUDD, an individual residing at 1179 Pacific Drive, Delta, British
Columbia, V7E 4W6                                                 

("Rudd"")                                                         

WHEREAS:                                                                        

A.     G.G. is in the business of leasing studio space and wishes to engage the 
services of Rudd as President and Director of G.G.;                             

B      Rudd is an individual with experience in the studio leasing industry; and

C.     G.G. and Rudd are desirous to enter into a contractual agreement under   
the terms and conditions described in this Agreement.                           

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual     
covenants and agreements herein contained and the sum of One Dollar ($1.00) paid
by G.G. to Rudd (the receipt of which is hereby acknowledged), the parties      
thereto agree as follows:                                                       

1.     REPRESENTATIONS, WARRANTIES AND COVENANTS                                

1.01   G.G. represents and warrants to Rudd that:                               

(a)    it is a company duly incorporated, organized and validly subsisting      
under the laws of its incorporating jurisdiction;                 

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Page 2                                                                          

(b)    it has the power and authority to carry on its business and to enter     
into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;                                   

(c)    neither the execution and delivery of this Agreement referred to herein  
     or contemplated hereby, nor the consummation of the transactions hereby
       contemplated conflict with, win result in the breach of or accelerate the
performance required by, any agreement to which it is a party; and

(d)    the execution and delivery of this Agreement and the agreements          
      contemplated hereby will not violate or result in the breach of the laws
       of any jurisdiction applicable or pertaining thereto or of its constating
documents.                                                        

1.02   Rudd represents and warrants to G.G. that:                               

(a)    he is above the age of eighteen (18) year old;                           

(b)    he is capable of managing his own affairs;                               

(c)    he declares he is an officer and director of G.G.; and                   

(d)    neither the execution and delivery of this Agreement referred to herein  
     or contemplated hereby, nor the consummation of the transactions hereby
    contemplated conflict with, will result in the breach of or accelerate
the performance required by, any agreement to which he is a party.

1.03   The representations, warranties and covenants herein before set out are  
conditions on which the parties have relied in entering into this Agreement and 
shall survive any interest in this Agreement and any loss, damage, cause of     
action and suit arising out of or in connection with any breach of any          
representation, warranty, covenant, agreement or condition made by them and     
contained in this Agreement.                                                    

2.     EMPLOYMENT                                                               

2.01   G.G. hereby agrees to give to Rudd for his services as President and     
Director of G.G. the following considerations:                                  

(a)    A monthly remuneration of five thousand dollars ($5,000.00) commencing   
November 1, 1997;                                                 

(b)    The payment for one leased automobile for which the lease price shall    
not exceed one thousand dollars ($1,000.00) per month; and        

(c)    The reimbursement of any reasonable out of pocket and properly vouched   
      expenses incurred on behalf of G.G. in the performance of this Agreement
and submitted for approval on an expense report form.             

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Page 3                                                                          

2.02   Rudd agrees to adhere to the following:                                  

(a)    he, as President and Director, will always work in the best interest of  
G.G. at all times; and                                            
(b)    any conflicts of interest will be revealed to the Board of Directors of  
       G.G. as soon as possible once they are known to Rudd and he will abide by
      the wishes of the Board of Directors as to the direction he should take.

3.     TERMINATION OF AGREEMENT                                                 

3.01   The engagement of Rudd under this Agreement shall be terminated forthwith
upon any one or more of the following events:                     

(a)    the death of Rudd;                                                       

(b)    at the election of G.G., upon:                                           

  (i)  the conviction of Rudd for a crime involving fraud or moral turpitude; or

(ii) the unreasonable refusal by Rudd to render services as required under  
this Agreement; or                                                

(c)    at the election of Rudd, upon giving not less than 90 days' written      
 notice to the Company of his intention to terminate this Agreement.

4.     FORCE MAJEURE                                                            

4.01   No party will be liable for its failure to perform any of its obligations
under this Agreement due to a cause beyond its reasonable control (except those 
caused by its own lack of funds) including, but not limited to acts of God,     
fire, storm, flood, explosions, strikes, lockouts or other industrial           
disturbances, act of the public enemy, riots, laws, rules and regulations or    
orders of any duly constituted governmental authority, including environmental  
protection agencies, or nonavailability of materials or transportation (each an 
"Intervening Event").                                                           

4.02   All time limits imposed by this Agreement will be extended by a period of
equivalent to the period of delay resulting from an Intervening Event described 
in paragraph 5.01 hereof                                                        

4.03   A party relying on the provisions of paragraph 4.01 hereof will take all 
reasonable steps to eliminate any Intervening Event and, if possible, will      
perform its obligations under this Agreement as far as practical, but nothing   
herein will require such party to settle or adjust any labour dispute or to     
question or to test the validity of any law, rule, regulation or order of any   
duly constituted governmental authority or to complete its obligations under    
this Agreement if an Intervening Event renders completion impossible.           

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Page 4                                                                          

5.     NOTICE                                                                   

5.01   Any notice, direction, cheque or other instructions required or permitted
to be given under this Agreement shall be in writing and may be given by the    
delivery of the same or by mailing the same by prepaid registered or certified  
mail or by sending the same by telegram, telex, telecommunication or other      
similar forms of communication including facsimile, in each case addressed to   
the intended recipient at the address of the respective party set out on the    
front page hereof                                                               

5.02   Any notice, direction, cheque or other instrument aforesaid will, if     
delivered, be deemed to have been given and received on the day it was          
delivered, and if mailed, be deemed to have been given and received on the third
business day following the day of mailing, except in the event of a disruption  
of the postal service in which event notice will be deemed to be received only  
when actually received and, if sent by telegram, telex, fax machine,            
telecommunication or other similar form of communication, be deemed to have been
given or received on the day it was so sent.                                    

5.03   Any party may at any time give to the other notice in writing of any     
changes or address of the party giving such notice and fi7orn and after the     
giving of such notice the address or addresses therein specified will be deemed 
to be the address of such party for the purposes of giving notice hereunder.    

6.     WAIVER                                                                   

6.01   If any provision of this Agreement shall fail to be strictly enforced or 
any party shall consent to any actions by any other party or shall waive any    
provision as set out herein such action by such party shall not be construed as 
a waiver thereof other than at the specific time that such waiver or failure to 
enforce takes place and shall at no time be construed as a consent, waiver or   
excuse for any failure to perform and act in accordance with this Agreement at  
any past or future occasions.                                                   

7.     FURTHER ASSURANCES                                                       

7.01  Each of the parties hereto shall from time to time and at all times do all
such further acts and execute and deliver all further deeds and documents as    
shall be reasonably required in order to fully perform and carry out the terms  
of this Agreement. For greater certainty this section shall not be construed as 
imposing any obligation on any party to provide guarantees.                     

8.     ENTIRE AGREEMENT                                                         

8.01   This Agreement embodies the entire agreement and understanding between   
G.G. and Rudd and supersedes all prior agreements and undertakings, whether     
oral or written, relative to the subject matter hereof                          

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Page 5                                                                          

9.     AMENDMENT                                                                

9.01   This Agreement may be changed orally but only by an agreement in writing 
by the party or parties against which enforcement, waiver, change, modification 
or discharge is sought.                                                         

10.    ARBITRATION                                                              

10.01  If any question, differences or disputes shall arise between the parties 
in respect of any matters arising under this Agreement or in relation to the    
construction hereof the same shall be determined by the award of three          
arbitrators to be named as follows:                                             

(a)     the party sharing one side of the dispute shall name an arbitrator and  
     give notice thereof to the pay sharing the other side of the dispute;

(b)     the party sharing the other side of the dispute shall, within 14 days of
receipt of the notice, name an arbitrator; and                  

(c)     the two arbitrators so named shall, within 15 days of the naming of the 
latter of them, select a third arbitrator.                      

The decision of the majority of these arbitrators shall be made within 30 days  
after the selection of the latter of them. The expense of the arbitration shall 
be borne equally by G.G and Rudd. If the parties on either side of the dispute  
fail to name an arbitrator within the time limit or proceed with the            
arbitration, the arbitrator named may decide the question. The arbitration shall
be conducted in accordance with the provisions of the Commercial Arbitrations   
Act of the Province of British Columbia as amended, and the decision of the     
arbitrator or the majority of the arbitrators, as the case may be, shall be     
conclusive and binding upon all parties. The rules and procedures for the       
arbitration shall be procedures established in the B.C. Arbitrators Institute   
and the appoint authority, if the two arbitrators appointed under paragraph     
10.01(a) and (b) cannot agree on the third arbitrator, shall be the B.C.        
Arbitrators Institute. The place of arbitration shall be Vancouver, British     
Columbia, Canada.                                                               

11.     RULES AGAINST PERPETUITIES                                              

11.01   If any right, power or interest of either G. G. or Rudd under this      
Agreement would violate the Rule against perpetuities, then such right, power   
and interest shall terminate at the expiration of 20 years after the death of   
the last survivor of all the lineal descendants of his late Majesty, King George
V of England, living on the date of execution of this Agreement.                

12.     ENUREMENT                                                               

12.01   This Agreement shall enure to the benefit and be binding upon the       
parties hereto and their respective successors and permitted assigns.           

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Page 6                                                                          

13.     GOVERNING LAW                                                           

13.01   This Agreement shall be governed by and interpreted in accordance with  
the laws of the Province of British Columbia.                                   

14.     SEVERABILITY                                                            

14.01   If any one or more of the provisions contained herein shall be invalid, 
illegal or unenforceable in any respect in any jurisdiction, the validity,      
legality and enforceability of such provision shall not in any way be affected  
or impaired thereby in any other jurisdiction and the validity, legality and    
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.                                                

15.     NUMBER AND GENDER                                                       

15.01   Words used herein importing the singular number only shall include the  
plural, and vice versa, and words importing the masculine gender shall include  
the feminine and neuter genders, and vice versa, and words importing persons    
shall include firms and corporations.                                           

16.     HEADINGS                                                                

16.01   The division of this Agreement into articles and sections and the       
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.                           

17.     TIME OF THE ESSENCE                                                     

17.01   Time shall be of the essence in the performance of this Agreement.      

18.     CONFIDENTIAL INFORMATION                                                

18.01   Until such time as the same may become publicly known, Rudd agrees that 
any information provided to it by G.G. of a confidential nature will not be     
revealed or disclosed to any person or entity, except in the performance of this
Agreement, and upon termination of this Agreement, Rudd shall return to G.G. any
original documentation provided by G.G.                                         

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Page 7                                                                          

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the    
day, month and year first above written.                                        

G. G. STUDIOS INC.                                                              

Per: /s/ J. Meier                                                               
-----------------                                                               
Chairman                                                              

WITNESSED:                                                                      

/s/ Richard T. Hethey                               /s/ Dennis Rudd             
---------------------                               ---------------             
Signature                                           Dennis Rudd                 

Richard T. Hethey                                                               
--------------------                                                            
Print Name                                                                      
397 Ventura Crescent                                                            
--------------------                                                            
Address                                                                         

North Van, BC V7N 3G7                                                           

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Page 8                                                                          

(Letter of Resignation handwritten by Dennis Rudd.) 

Dec. 8, 1998                                                                    

Jim Meier                                                                       
Meier Worldwide Intermedia Inc.                                                 
#320-1100 Melville Street                                                       
Vancouver, B.C. V6E 4A6                                                         

Dear Jim,                                                                       

I'd like to take this opportunity to personally thank you for acquiring G.G.    
Studios and affording me the opportunity to work with the M.W. I. organization. 

It is with both sadness and some joy that I announce my retirement from G. G.   
Studios Inc., both as president and operating manager. The challenges and       
rewards have not been fulfilling my daily requirements to maintain the lifestyle
for which I have aspired. The experiences along the way have helped me grow and 
I have learned a great deal about people and the film industry,                 

I am giving thirty days notice of my departure, during which time I will rebook 
the A-frame studio for the new year, brief a replacement and tie up any         
outstanding issues. I will have (unreadable name) forward an accounting summary 
to head office.                                                                 

I would also at this time request an interview with you to apply for a V.P.     
position at Meier Worldwide, overseeing the development of a one stop studio    
Mecca and create history in B.C. on behalf of MWI.                              

Sincerely                                                                       

By: /s/ Dennis Rudd                                                             

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Exhibit 10e                                                                     

Share Purchase Option 

THIS OPTION AND AGREEMENT made March 4,1998                           

BETWEEN:                                                                        

         MEIER WORLDWIDE INTERMEDIA INC., a Nevada corporation, having an office
 at 250-1075 West Georgia Street, Vancouver, BC, Canada V6E 3C9;

(the "Optionor)                                               
                                                               OF THE FIRST PART

AND:                                                                            

HARRY EVANS, Businessman, of 1777 Via Verde Drive, Rialto, CA,
USA 92376;                                                    

(the "Optionee")                                              
                                                              OF THE SECOND PART

    NOW THEREFORE THIS OPTION AND AGREEMENT WITNESSES that in consideration of
the sum of $10.00 paid by the Optionee to the Optionor, and other good and      
valuable consideration (the receipt and sufficiency of which is by the Optionor 
hereby acknowledged), the parties hereto agree as follows:                      

1.     The Optionor hereby grants to the Optionee the sole, exclusive and       
irrevocable option to purchase at any time during the period hereinafter        
specified 100,000 shares of Common Stock of the Optionor at a price of US$ 1.00 
per share (the "Shares").                                                       

2.     This option may be exercised at any time after March 4, 1999 until 5:00  
p.m. on March 4, 2003, at which time this option shall terminate and be null    
and void and no longer binding on either party hereto.                          

3.     This option may be exercised in whole or in part at any time and from    
time to time by giving the Optionor written notice specifying the number of     
Shares being purchased, accompanied by payment in full for the number of Shares 
so purchased, whereupon the Optionor shall forthwith deliver to the Optionee a  
certificate representing the Shares so purchased.                               

4.     If any change is made to the issued shares of the Optionor which are the 
same class and kind as the Shares by way of consolidation, subdivision,         
reclassification, amalgamation or otherwise at any time before this option is   
exercised, the Shares shall be deemed to be increased or decreased to such      
number or altered to such class and kind as would have resulted from such change
if this option had been exercised before the date of such change.               

5.     Time shall be of the essence of this option and agreement.               

6.     This option and agreement are personal to the Optionee and may no be     
assigned by the Optionee.                                                       

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7.     This Agreement will enure to the benefit of and be binding on the parties
and their respective successors, and will be interpreted with such changes of   
gender and number as the context hereof requires.                               

8. This Agreement constitutes the entire agreement, and supersedes all previous 
understandings, expectations, communications, representations and agreements,   
whether written or verbal, between the parties with respect to the subject      
matter hereof.                                                                  

   IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day and year first above written.                                               

MEIER WORLDWIDE INTERMEDIA INC.                                                 

Per:  /s/Jim Meier                                                              
------------------------                                                        

/s/Harry Evans                                                                  
------------------------                                                        
HARRY EVANS                                                                     

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Exhibit 10f                                                                     
 Share Purchase Option

THIS OPTION AND AGREEMENT made October 23, 1998.                  

BETWEEN:                                                                        

    MEIER WORLDWIDE INTERMEDIA INC., a Nevada corporation, having an
    office at Suite 320-1100 Melville Street, Vancouver, B.C. Canada
V6E 4A6;                                                    

(the "Optionor")                                              

                                                         OF THE FIRST PART

AND:                                                                            

       MEIER ENTERTAINMENT GROUP INC. Suite 320 - 1100 West Georgia Street
Vancouver, B.C. V6E 4A6                                     

(the "Optionee")                                              

                                                        OF THE SECOND PART

    NOW THEREFORE THIS OPTION AND AGREEMENT WITNESSES that in consideration of
the sum of $10.00 paid by the Optionee to the Optionor, and other good an       
valuable consideration (the receipt and sufficiency of which is by the Optionor 
hereby acknowledges), the parties hereto agree as follows:                      

1.   The Optionor hereby grants to the Optionee the sole, exclusive and         
irrevocable option to purchase at any time during the period hereinafter        
specified 1,000,000 shares of Common Stock of the Optionor at a price of US$1.00
per share (the "Shares").                                                       

2.   This option may be exercised at any time after October 23, 1998 until 5:00 
p.m. on October 23, 2003 at which time this option shall terminate and be null  
and void and no longer binding on either party hereto.                          

3.   Those options may be exercised in whole or in part at any time and form    
time to time by giving the Optionor written notice specifying the number of     
Shares being purchased, accompanied by payment in full for the number of Shares 
so purchased, whereupon the Optionor shall forthwith deliver to the Optionee a  
certificate representing the Shares so purchased.                               

4.   If any change is made to the issued shares of the Optionor which are the   
same class and kind as the Shares by way of consolidation, subdivision,         
reclassification, amalgamation or otherwise at any time before this option is   
exercised, the Shares shall be deemed to be increased                           

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or decreased to such. number or altered to such class and kind as would have    
resulted from such change if this option had been exercised before the date of  
such change                                                                     

5     Time shall be of the essence of this option and agreement.                

6.    This option and agreement are personal to the Optionee -and may not be    
assigned by the optionee.                                                       

7.    This Agreement will enure to the benefit of and be binding on the parties 
and their respective successors, heirs, executors and administrators, and will  
be interpreted with such changes or gender and number as the context hereof     
requires.                                                                       

8     This Agreement constitutes the entire agreement, and supercedes all       
previous understandings, expectations, communications, representations and      
agreements, whether written or verbal, between the parties with respect to the  
subject matter hereof.                                                          

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day   
and year first above written.                                                   

MEIER WORLDWIDE INTERMEDIA INC                                                  

Per: /s/Jim Meier                                                               
------------------                                                    
Authorized Signatory                                                            

/s/Jim Meier                                                                    
-----------------------                                                         
JAMES MEIER, PRESIDENT                                                          
MEIER ENTERTAINMENT GROUP INC.                                                  

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Exhibit 10g                                                                     

   Share Purchase Option

THIS OPTION AND AGREEMENT made March 17,1999                        

BETWEEN:                                                                        

   MEIER WORLDWIDE INTERMEDIA INC., a Nevada corporation, having an office
at Suite 320-1100 Melville Street, Vancouver, BC, Canada V6E 4A6;   

(the "Optionor")                                                    
                                                           OF THE FIRST PART

AND:                                                                            

JOHN MEIER, Businessman;                                            

(the "Optionee")                                                    
                                                          OF THE SECOND PART

    NOW THEREFORE THIS OPTION AND AGREEMENT WITNESSES that in consideration of
the sum of $10.00 paid by the Optionee to the Optionor, and other good and      
valuable consideration (the receipt and sufficiency of which is by the Optionor 
hereby acknowledged), the parties hereto agree as follows:                      

1.   The Optionor hereby grants to the Optionee the sole, exclusive and         
irrevocable option to purchase at any time during the period hereinafter        
specified 500,000 shares of Common Stock of the Optionor at a price of US$0.75  
per share (the "Shares").                                                       

2.   This option may be exercised at any time after March 17, 1999 until 5:00   
p.m. on March 17, 2004, at which time this option shall terminate and be null   
and void and no longer binding on either party hereto.                          

3.   This option may be exercised in whole or in part at any time and from time 
to time by giving the Optionor written notice specifying the number of Shares   
being purchased, accompanied by payment in full for the number of Shares so     
purchased, whereupon the Optionor shall forthwith deliver to the Optionee a     
certificate representing the Shares so purchased.                               

4.   If any change is made to the issued shares of the Optionor which are the   
same class and kind as the Shares by way of consolidation, subdivision,         
reclassification, amalgamation or otherwise at any time before this option is   
exercised, the Shares shall be deemed to be increased or decreased to such      
number or altered to such class and kind as would have resulted from such change
if this option had been exercised before the date of such change.               

5.   Time shall be of the essence of this option and agreement.                 

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Page 2                                                                          

6.   This option and agreement are personal to the Optionee and may not be      
assigned by the Optionee.                                                       

7.   This Agreement will enure to the benefit of and be binding on the parties  
and their respective successors, heirs, executors and administrators, and will  
be interpreted with such changes of gender and number as the context hereof     
requires.                                                                       

8.   This Agreement constitutes the entire agreement, and supersedes all        
previous understandings, expectations, communications, representations and      
agreements, whether written or verbal, between the parties with respect to the  
subject matter hereof.                                                          

   IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day and year first above written.                                               

MEIER WORLDWIDE INTERMEDIA INC.                                                 

Per: /s/Jim Meier                                                               
--------------------------                                            
Authorized Signatory                                                  

/s/John H. Meier                                                      
--------------------------                                            
John Meier                                                      

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Exhibit 10h                                                                     

       Share Purchase Option

THIS OPTION AND AGREEMENT made March 17,1999                        

BETWEEN:                                                                        

      MEIER WORLDWIDE INTERMEDIA INC., a Nevada corporation, having an
     office at Suite 320-1100 Melville Street, Vancouver, BC, Canada
V6E 4A6;                                                  

(the "Optionor")                                          
                                                         OF THE FIRST PART

AND:                                                                            

ALEXANDRA ROSE, Producer;                                 

(the "Optionee")                                            
                                                        OF THE SECOND PART

    NOW THEREFORE THIS OPTION AND AGREEMENT WITNESSES that in consideration of
the sum of $10.00 paid by the Optionee to the Optionor, and other good and      
valuable consideration (the receipt and sufficiency of which is by the Optionor 
hereby acknowledged), the parties hereto agree as follows:                      

1.     The Optionor hereby grants to the Optionee the sole, exclusive and       
irrevocable option to purchase at any time during the period hereinafter        
specified 200,000 shares of Common Stock of the Optionor at a price of US$0.75  
per share (the "Shares").                                                       

2.     This option may be exercised at any time after March 17,1999 until 5:00  
p.m. on March 17, 2004, at which time this option shall terminate and be null   
and void and no longer binding on either party hereto.                          

3.     This option may be exercised in whole or in part at any time and from    
time to time by giving the Optionor written notice specifying the number of     
Shares being purchased, accompanied by payment in full for the number of Shares 
so purchased, whereupon the Optionor shall forthwith deliver to the Optionee a  
certificate representing the Shares so purchased.                               

4.      If any change is made to the issued shares of the Optionor which are the
same class and kind as the Shares by way of consolidation, subdivision,         
reclassification, amalgamation or otherwise at any time before this option is   
exercised, the Shares shall be deemed to be increased or decreased to such      
number or altered to such class and kind as would have resulted from such change
if this option had been exercised before the date of such change.               

5.     Time shall be of the essence of this option and agreement.               

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6.     This option and agreement are personal to the Optionee and may not be    
assigned by the Optionee.                                                       

7.     This Agreement will enure to the benefit of and be binding on the parties
and their respective successors, heirs, executors and administrators, and will  
be interpreted with such changes of gender and number as the context hereof     
requires.                                                                       

8.     This Agreement constitutes the entire agreement and supersedes all       
previous understandings, expectations, communications, representations and      
agreements, whether written or verbal, between the parties with respect to the  
subject matter hereof.                                                          

   IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day and year first above written.                                               

MEIER WORLDWIDE INTERMEDIA INC.                                                 

Per:  /s/Jim Meier                                                              
------------------------                                                        
Authorized Signatory                                                            

------------------------                                                        
ALEXANDRA ROSE                                                                  

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Exhibit 10i                                                                     
Bill of Sale

In consideration of the sum of $10.00 Canadian funds and other good and valuable
consideration, MEIER WORLD WIDE INTERMEDIA INC., a Nevada company, hereby       
transfers, sells and assigns to MEIER ENTERTAINMENT GROUP INC., a Canadian      
company:                                                                        

(a) 1,000 common shares of Meier Studios Inc., a British Columbia company;      
(b) 1,000 common shares of Meier Studios (B.B.) Inc., a British Columbia        
company;                                                                
(c) 1,000 common shares of Meier Studios (Lake City) Inc., a British Columbia   
company;                                                                
(d) 9,000,000 common shares of Meier Worldwide Intermedia Inc., a British       
Columbia company; and                                                   
(e) 1,000 common shares of G.G. Studios Inc., a British Columbia company.       

Dated November 1, 1998.                                                         

MEIER WORLDWIDE INTERMEDIA INC.                                                 

Per: /s/Jim Meier                                                               
-----------------------                                                         
Authorized Signatory                                                            

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 MEIER WORLDWIDE INTERMEDIA INC.
 (the "Company")

RESOLUTIONS OF THE DIRECTORS
----------------------------

SALE OF SUBSIDIARY COMPANIES                                                    
----------------------------                                                    

RESOLVED THAT, in consideration of the sum of $10.00 Canadian funds and other   
good and valuable consideration, the Company transfer, sell and assign to MEIER 
ENTERTAINMENT GROUP INC., a Canadian company:                                   

(a) 1,000 common shares of Meier Studios Inc., a British Columbia company;      
(b) 1,000 common shares of Meier Studios (B.B.) Inc., a British Columbia        
company;                                                                
(c) 1,000 common shares of Meier Studios (Lake City) Inc., a British Columbia   
company;                                                                
(d) 9,000,000 common shares of Meier Worldwide Intermedia Inc., a British       
Columbia company; and                                                   
(e) 1,000 common shares of G.G. Studios Inc., a British Columbia company.       

Dated: November 1, 1998                                                         

/s/Jim Meier                                                                    
---------------------                                                           
Jim Meier                                                                       

/s/Harry Evans                                                                  
---------------------                                                           
HARRY EVANS                                                                     

/s/Carrie Hunter                                                                
---------------------                                                           
CARRIE HUNTER                                                                   

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Exhibit 10j                                                                     
 EMERSON BENNETT
& ASSOCIATES

August 5, 1998                                                                  

Jim Meier, President                                                            
Meier Worldwide Intermedia, Inc.                                                
Suite 320-1100 Melville Street                                                  
Vancouver. BC V6E4A6                                                            

Re: Financial Advisory Agreement between Emerson Bennett & Associates and Meier 
Worldwide Intermedia, Inc.                                                      

Mr. Meier:                                                                      

This letter is to confirm our understanding that Emerson Bennett & Associates   
(the "Financial Advisor,) has been engaged as a non-exclusive financial advisor 
by Meier Worldwide Intermedia, Inc. (the "Company") for a period of one-year    
commencing on the date of execution. This agreement (the "Agreement") between   
the Company and the Financial Advisor shall not be an exclusive agreement and   
nothing in this agreement should be construed as a binding exclusive commitment 
to use Emerson Bennett & Associates as the Sole Financial Advisor. In connection
with the foregoing assignment, the Financial Advisor will provide the following 
services to the Company:                                                        

1.  Study and review the business, operations, historical financial             
 performance of the Company (based upon management's forecast of financial
performance) as to enable the Financial Advisor to provide advice to the
Company:                                                                
2.  Assist the Company in attempting to formulate the optimal strategy to       
 meet the Company's working capital and capital resources needs during the
period of this Agreement;                                               
3.  Assist in the formulation of the terms and structure of any reasonable      
proposed business combination transaction ("Transaction") involving the 
Company and presented to the Company;                                   
4.  Assist the Company in obtaining debt and/or equity financing in such        
 amounts that the Company and the Financial Advisor agree are required for
the purpose of financing the operations ("Financing");                  
5.  Assist in any presentation to the Board of Directors of the Company, as     
requested, in connection with a proposed Transaction or Financing;      
6.  If requested, render an opinion ("Fairness Opinion") to the Board of the    
Company as to whether the consideration is to be paid in any proposed   
  acquisition of any business by the Company from a financial point of view;
and,                                                                    
7.  Advise the Company as to the expected reaction of the financial community   
to any Transaction and assist in determining the optimum means of       
communicating the pertinent aspects, such as strategic considerations,  
    benefits to the Company and the financial impact to the financial community.

For our providing the financial advisory and investment banking services, the   
Company agrees to compensate the Financial Advisor as follows:                  

FINANCIAL ADVISORY FEE                                                          

A financial advisory fee ("Financial Advisory Fee") of a total of $500.00 (U.S. 
Dollars) which is due upon your counter-signing this agreement. In addition, the
company shall issue (a) 350,000 shares of common stock, which shall be issued   
pursuant to Rule 504 no later than 30 days from the date of this agreement; and,
(b) 100,000 options to purchase the common stock of the Company at $ 1.25 US    
Dollars per share, to be undertaken as a cashless exercise to purchase common   
stock issued under Rule 504. It is understood that all of the before-mentioned  
stock, including the common stock underlying the purchase options, should be    
free from any restrictions and/or encumbrances at the time of issuance and any  
time thereafter.                                                                

 Corporate Headquarters, Florida: 6261 N.W. 6th Way, Suite 207, Fort Lauderdale,
FL 33309 - Toll Free: (800) 652-8262 - Tel: (954) 776-6118 - Fax: (954) 776-2794
   Westchester Office: 4 West Red Oak Lane, Suite 302. Harrison, NY 10528 - Toll
 Free: (888) 330-8262 - Tel: (914) 694-9500 - Fax (914) 694-9517

Member: NASD - MSRB - SIPC

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FAIRNESS OPINION FEE                                                            

A Fee ("Fairness Opinion Fee") in the minimum amount of $500.00 (U.S. Dollars)  
in connection with each and every Fairness Opinion provided to the Company's    
Board of Directors is payable against delivery of such opinion. During the term 
of this Agreement, the Financial Advisor will have a right of first opportunity 
with respect to each and every Fairness Opinion required by the Board of        
Directors.                                                                      

WARRANT SOLICITATION FEE                                                        

A warrant solicitation fee ("Warrant Solicitation Fee") in the amount of 10% of 
the gross proceeds received by the Company for exercise of its warrants during  
the term of its agreement (payable within 30 days of the Company's receipt of   
such proceeds), provided that the payment of such fee is consistent with all    
applicable federal and state laws, and the articles, by-laws, rules, regulations
and interpretations of the National Association of Securities Dealers, Inc. and 
each exchange of which the Financial Advisor is a member.                       

TRANSACTION FEE                                                                 

A transaction fee (the "Transaction Fee") will be payable upon the closing of a 
Transaction as follows: 5% of any amount up to a cumulative total of one million
dollars; 4% of the next million dollars; 3% of the next million dollars; 2% of  
the next million dollars; and, 1% of the balance of the value of the            
transaction. The Transaction Fee will be in no way less than $10,000 for any    
transaction consummated by the Company in which the Financial Advisor introduced
the other party to the Company during a period ending five years from the date  
hereof                                                                          

A Transaction means everything paid or payable by one party to the other in a   
transaction, including but not limited to cash, securities, promissory notes,   
any loans as an integral part of the transaction, earnings, assumed obligations,
covenants not to compete, consulting agreements, employment contracts, bonuses, 
leases or rent, and any other economic benefits, rights, property, or interest  
including, payments contingent upon future events or conditions. Any such       
Transaction Fee due to the Financial Advisor will be paid in cash or other      
consideration that is acceptable to the Financial Advisor at the closing of the 
particular Transaction for which the Transaction Fee is due.                    

FINANCING FEE                                                                   

In the event that the Company issues, sells or obtains any Financing in the form
of. (a) Senior Debt and/or Bank Credit (or any form of senior indebtedness) in a
private transaction, the Company will pay the Financial Advisor a fee with      
respect to such Financing in an amount equal to ten percent (10%) together with 
a non-accountable expense allowance of three percent  of the amount of all such 
financing obtained or committed payable in the event of and on the date of      
closing of the financing; (b) Subordinated Debt Financing or Convertible        
Subordinated Debt Financing in a private transaction, the Company will pay the  
Financial Advisor a fee with respect to such Financing in an amount equal to    
ten percent (10%) together with a non-accountable expense allowance of three    
percent (3%) of the gross proceeds of such Financing payable in the event of and
on the date of closing of the Financing; (c) Common and/or Preferred Stock will 
pay the Financial Advisor a fee with respect to such Equity Securities in an    
amount equal to ten percent (10%) of the gross proceeds of such Financing       
together with a non-accountable expense allowance equal to three percent (3%)   
of the gross proceeds of such Financing and Warrants to purchase such Equity    
Securities sold by the Company in the Financing to equal ten percent (10%) of   
the aggregate number of Equity Securities sold by the Company at the same price 
and terms as those sold in a private transaction, all of which shall be payable 
in the event of and on the date of the closing of the Financing: (d) a public   
issuance or sale of Debt and/or Equity Securities, a fee with respect to such   
issuance or safe in an amount equal to ten percent (10%) of the gross proceeds  
of such Financing together with a non-accountable expense allowance equal to    
three percent (3%) of the gross proceeds of such Financing and, in the event of 
the public issuance or sale of Equity Securities, Wan-ants to purchase such     
Equity Securities or to be sold by the Company equal to ten percent (10%) of    
the aggregate amount of Equity Securities so issued or sold                     

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at such price and terms as shall be allowed by the NASD Regulations'            
interpretation - all of which shall be payable in the event of and on the date  
of the closing of the financing.                                                

In the event that the Company engages in the issuance of securities or any other
Financing transaction, the Financial Advisor would discuss their possible       
assistance to the Company in such Financing at the time. In addition to any fees
that may be payable to the Financial Advisor hereunder and regardless of whether
any Transaction of Financing is consummated, the Company hereby agrees upon     
request to reimburse the Financial Advisor (a) for all reasonable travel, legal 
and all other out of pocket expenses incurred in performing the services        
hereunder (it is understood that reimbursement for expenses in excess of $200.00
shall be subject to the prior approval of the Company, such approval not to be  
unreasonably withheld); and (b) for all reasonable travel, legal, and out of    
pocket expenses incurred in assisting the Company to prepare for, or defend     
against, any action, suit, proceeding or claim brought or threatened to be      
brought or otherwise participating in any such action, suit, proceeding or      
claim.                                                                          

INDEMNIFICATION                                                                 

Recognizing the matters of the type contemplated in this engagement sometimes   
result in litigation and the Financial Advisor's role is advisory, the Company  
agrees to hold the affiliated companies and any director, officer, employee or  
agent of the Financial Advisor) and any other controlling person within the     
meaning of Section 15 of the Securities Act of 1993 (the " 1993 Act") or Section
20 (a) of the Securities Exchange Act 1934 (the " 1934 Act") of the Financial   
Advisor (including any of its affiliated companies) (collectively, "Indemnified 
Persons") from and against any and all losses claims, damages, liabilities or   
expenses whatsoever as incurred by any Indemnified Person in investigating,     
preparing or defending any litigation or proceeding, commenced or threatened, or
in connection with any claim whatsoever, whether or not resulting in any        
liability, to which such Indemnified Person may become subject under any        
applicable Federal or state law or otherwise cause by, arising out of or bases  
upon or otherwise relating to or in connection with the Financial Advisor's     
engagement hereunder, or any Transaction. If such indemnification were for any  
reason not to be available, the Company agrees to contribute to the settlement, 
loss or expenses involved in the proportion that the Company's interest bears to
the Financial Advisor's interest in any transaction referred to herein under the
Financial Advisor pursuant to this letter. However, such indemnification and    
contribution shall not apply to any claim, loss or expense, which is finally    
adjudicated to have arisen solely from Financial Advisor's gross negligence or  
willful misconduct in performing its services hereunder.                        

ACCEPTANCE OF AGREEMENT CONDITIONS                                              

In recognition and acceptance of the aforementioned terms and conditions, the   
following signatures are representative of the corresponding parties and their  
respective roles, responsibilities, and expectations as delineated in the       
material above:                                                                 

Date   Aug. 7, 1998                 Date  August 5, 1998                        
------------                       --------------                 

The Company:                        The Financial Advisor:                      

Jim Meier, President                Brentley C. Martin, President               
Meier Worldwide Intermedia. Inc.     Emerson Bennett & Associates               

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Exhibit 10k                                                                     

CONVERTIBLE LINE OF CREDIT AGREEMENT        

THIS AGREEMENT made between GRANITE HILL LIMITED, a Niue Borrower having its    
registered office at No. 2 Commercial Centre Square, Alofi, Niue (the "Lender"),
and MEIER WORLDWIDE INTERMEDIA INC. (the "Borrower"), a Nevada corporation      
having an office at Suite 320-1100 Melville Street, Vancouver, BC V6E 4A6,      
WITNESSES THAT in consideration of the Lender providing the line of credit      
described below, the parties agree as follows:                                  

1. Line of Credit. The parties acknowledge that the Lender advanced to the      
---------------                                                           
Borrower the sum of $100,000.00 Canadian currency on December 4, 1998. Pursuant 
to this Agreement, the Lender has agreed to provide a line of credit to the     
Borrower in the principal amount of up to $300,000.00 Canadian currency, of     
which the $100,000.00 already advanced shall form a part. The Lender shall      
advance additional funds up to the aforesaid maximum amount when and as directed
by the Borrower until December 31, 1999.                                        

2. Payment. The Borrower shall pay to the Lender on demand, the amount of all   
-------                                                                   
indebtedness owing by the Borrower to the Lender in respect of this Agreement,  
together with interest thereon at the rate of 8% per annum. calculated annually 
from the date of each advance.                                                  

3, Promissory Notes. The Borrower shall deliver to the Lender from time to time,
-----------------                                                         
promptly on request by the Lender and in form and substance satisfactory to the 
Lender, demand promissory notes or other acknowledgement of debt evidencing the 
amount of each advance made under this line of credit.                          

4. Conversion. The Lender or the Borrower may from time to time convert all or  
----------                                                                
part of the principal amount advanced under this line of credit into common     
shares of the Borrower at the rate of $0.20 United States currency per share    
during the term of this Agreement. Such conversion shall constitute full payment
of the indebtedness owing by the Borrower to the Lender in respect of the       
principal amount converted, including all accrued but unpaid interest thereon.  

5. Capital Alteration. If any change is made to the issued shares of the        
-------------------                                                       
Borrower by way of consolidation, subdivision, reclassification, amalgamation   
or otherwise at any time before conversion of the indebtedness, the shares for  
conversion shall be deemed to be increased or decreased to such number or       
altered to such class and kind as would have resulted from such change if such  
conversion had occurred before the date of such change.                         

6. Interpretation. All words denoting the singular shall be pluralized          
---------------                                                           
throughout this Agreement as the context requires and all words denoting gender 
shall be construed as the context requires and will include a body corporate    
where the context requires.                                                     

7. Enurement. This Agreement is in addition to any other debt instrument,       
----------                                                                
security or agreement between the Lender and the Borrower, and shall enure to   
the benefit of the Lender, its successors and assigns, and shall be binding on  
the Borrower, its successors and assigns,                                       

8. Jurisdiction. The Borrower agrees that any legal action or proceeding against
-------------                                                             
it with respect to this Agreement may be brought in British Columbia or in such 
other court as the Lender may elect and, by execution and delivery of this      
Agreement, the Borrower irrevocably submits to each such jurisdiction.          

DATED: April 9, 1999                                                            

GRANITE HILL LIMITED                            MEIER WORLDWIDE INTERMEDIA INC. 

Per: /s/                                        Per:  /s/  Jim Meier            
-------------------------                       -------------------------       
Authorized Signatory                            Authorized Signatory            

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    Promissory Note  {CANCELLED}

$50,000.00 CDN                                               Date: June 27, 1999

FOR VALUE RECEIVED, MEEIER WORLDWIDE INTERMMDIA INC. (the "Promissor") hereby   
promises to pay to GRANITE HILL LIMITED, or such other holder for the time being
hereof (the "Holder") at Vancouver, Canada, the principal amount of Fifty       
Thousand Dollars ($50,000.00) 'in Canadian funds (the "Principal Amount"),      
together with interest thereon at the rate of eight per cent (8%) per annum     
calculated annually, ON DEMAND.                                                 

Time shall be of the essence of this Note. Extension of time for payment of all 
or any part of the amount owing hereunder at any time or times or failure of the
Holder to enforce any of the rights or remedies hereunder, shall not release the
Promissor and shall not constitute a waiver of the rights of the Holder to      
enforce such rights and remedies thereafter.                                    

The Promissor hereby waives demand and presentment for payment, notice of       
non-payment, protest and notice of protest of this Note.                        

IN WITNESS WHEREOF the Promissor has executed this Note on June 27, 1999        

MEIER WORLDWIDE INTERMEDIA INC.                                                 

Per: /s/ Jim Meier                                                              
------------------                                                              
Authorized Signatory                                                            

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   Promissory Note {CANCELLED}

$100,000.00 CDN                                         Date: December 4, 1998  

FOR VALUE RECEIVED, MEIER WORLDWIDE INTERMEDIA INC. (the "Promissor") hereby    
promises to pay to GRANITE HILL LIMITED, or such other holder for the time being
hereof (the "Holder") at Vancouver, Canada, the principal amount of One Hundred 
Thousand Dollars ($100,000.00) in Canadian funds (the "Principal Amount"),      
together with interest thereon at the rate of eight per cent (8%) per annum     
calculated annually, ON DEMAND.                                                 

Time shall be of the essence of this Note. Extension of time for payment of all 
or any part of the amount owing hereunder at any time or times, or failure of   
the Holder to enforce any of the rights or remedies hereunder, shall not release
the Promissor and shall not constitute a waiver of the rights of the Holder to  
enforce such rights and remedies thereafter.                                    

The Promissor hereby waives demand and presentment for payment, notice of       
non-payment, protest and notice of protest of this Note.                        

IN WITNESS WHEREOF the Promissor has executed this Note on December 4, 1998.    

MEIER WORLDWIDE INTERMEDIA INC.                                                 

Per: /s/ Jim Meier                                                              
------------------                                                              
Authorized Signatory                                                            

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Exhibit 21                                                                      

MEIER WORLDWIDE INTERMEDIA INC.   

Subsidiaries of the Registrant  
------------------------------  

H.R.H. Productions Inc. ("H.R.H.") was formed as the subsidiary that will       
produce the movie based on the life of John Meier. This story is featured in the
book "Age of Secrets, The Conspiracy that toppled Richard Nixon and the Hidden  
Death of Howard Hughes". H.R.H. was incorporated under British Columbia law in  
October 1997                                                                    

Meier Rose Pictures Inc. ("Meier Rose") was incorporated in British Columbia on 
April 28, 1999, as a film production company in partnership with Alexandra Rose,
Chief Operating Officer of the company. Rose is serving as producer of some     
projects while supervising several films that the company intends to produce.   
The production of these films is subject to the availability of financing. ,    
Each film will be produced through subsidiaries.                                

Meier Rose Pictures Inc. ("US") was incorporated on April 19, 1999 in Nevada,   
U.S.A. as a film production company and is currently dormant.                   

Meier Studio Management Inc. a British Columbia company was incorporated on     
March 26, 1998. The company was originally formed to control and manage all of  
the studio subsidiaries that were subsequently disposed of (see same page below)
as of November 1, 1998 and is currently dormant.                                

Meier Entertainment Security Inc. a British Columbia company was                
incorporated on September 16, 1998. This company was established to provide     
personal and production site security services for the entertainment industry   
and is currently dormant                                                        

Subsidiaries disposed of by the Registrant as of November 1. 1998     
-----------------------------------------------------------------     

MEIER STUDIOS INC.                                                              
Place of incorporation: British Columbia                              
Trade name: Meier Studios                                             

G.G. STUDIOS INC.                                                               
Place of incorporation: British Columbia                              
Trade name: G. G. Studios                                             

MEIER STUDIOS [LAKE CITY] INC.                                                  
Place of incorporation: British Columbia                              
Trade name; Lake City Studio                                          

MEIER WORLDWIDE INTERMEDIA INC. (B.C.)                                          
Place of incorporation: British Columbia                              
Trade name: MWI (B.C.)                                                

MEIER STUDIOS (B.B.) INC.                                                       
Place of incorporation: British Columbia                              
Trade name: Meier BB.                                                 

10SB12G/A
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Exhibit 23                                                                      

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

Meier Worldwide Intermedia, Inc.                                                

     We hereby consent to the use of our report dated September 24, 1999, in the
registration statement of Meier Worldwide Intermedia, Inc., filed in Form 10-SB 
in accordance with Section 12 of the Securities Exchange Act of 1934.           

                                    Andersen Andersen & Strong, L.C.

   /s/ L. REX ANDERSEN

Salt Lake City, Utah                                                            
September 24, 1999                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G/A’ Filing		Date		First		Last			Other Filings
		3/17/04		18		106
		10/23/03		18		102
		3/4/03		18		100
		10/1/00		13		23
Filed on:		2/7/00
		1/31/00		65					10QSB
		1/1/00		64
		12/31/99		113
		12/22/99		13		23
		11/1/99		7		63
		10/31/99		50					10KSB
		10/21/99		41
		10/20/99		33
		10/13/99		50
		10/1/99		13		62
		9/30/99		9		33
		9/24/99		35		117
		9/9/99		11		64
		9/1/99		13		23
		8/31/99		4		17
		7/31/99		10		64
		7/27/99		11		62
		7/12/99		12		22
		7/9/99		33
		7/6/99		4		64
		6/27/99		114
		6/1/99		11		22
		5/18/99		33
		5/14/99		13		23
		4/28/99		4		116
		4/19/99		12		116
		4/9/99		11		113
		4/4/99		62
		3/31/99		12		22
		3/17/99		19		104
		3/4/99		19		100
		1/21/99		32		33
		1/18/99		13		47
		12/30/98		32
		12/8/98		99
		12/4/98		11		115
		11/5/98		32
		11/1/98		3		116
		10/31/98		17		55
		10/26/98		21
		10/23/98		19		102
		10/6/98		44
		9/16/98		3		116
		9/4/98		13		23
		8/28/98		32
		8/18/98		13		23
		8/17/98		45
		8/7/98		112
		8/5/98		66		112
		7/31/98		31		32
		6/15/98		29		31
		4/14/98		27		29
		4/1/98		11		22
		3/31/98		11		22
		3/26/98		3		116
		3/4/98		66
		2/28/98		45		46
		1/30/98		24		27
		12/18/97		3		61
		12/17/97		13		23
		12/15/97		13		23
		11/1/97		93
		10/31/97		34		54
		10/6/97		3		61
		8/27/97		89
		8/25/97		44		61
		8/18/97		45		62
		8/15/97		13		62
		7/30/97		24		84
		7/17/97		68
		7/1/97		66
		6/30/97		3		24
		6/17/97		3		78
		6/16/97		77
		11/28/96		3		61
		5/24/96		87
		1/11/95		91
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