UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 10-QSB
(X) Quarterly report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934.
For the quarterly period ended January 31, 2004
( ) Transition report pursuant to Section 13 or 15(d) of the Exchange Act for
the transition period from __________ to ____________ .
Commission File Number: 0-27795
Meier Worldwide Intermedia Inc.
(Exact name of registrant as specified in charter)
Nevada52-2079421
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Ste 320-1100 Melville Street
Vancouver, BC, Canada V6E 4A6
(Address of principal executive offices)
(604) 689-7572
(Registrant's Telephone Number, Including Area Code)
Check whether the registrant: (1) has filed all reports required to be filed by
Section by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES (X) NO ( )
State the number of shares outstanding of each of the issuer's classes of common
equity, as of March 1, 200417,408,244
Transitional Small Business Disclosure Format:
YES ( ) NO (X)
1
Meier Worldwide Intermedia Inc. and Subsidiaries(A Development Stage Enterprises)
INDEX TO FORM 10-QSB
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (unaudited):
Consolidated Balance Sheets as of January 31, 2004................... 4
Consolidated Statements of Operations for the three-months ended
January 31, 2004 and 2003, and the period May 10, 2002 (date of
inception) to January 31, 2004....................................... 5
Consolidated Statements of Cash Flows for the three-months ended
January 31, 2004 and 2003, and the period May 10, 2002 (date of
inception) to January 31, 2004....................................... 6
Notes to Consolidated Financial Statements........................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................ 10
Item 3. Controls and Procedures.............................................. 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................................... 12
Item 2. Changes in Securities................................................ 14
Item 3. Defaults Upon Senior Securities...................................... 14
Item 4. Submission of Matters to a Vote of Securities Holders................ 14
Item 5. Other Information.................................................... 14
Item 6. Exhibits and Reports on Form 8-K..................................... 14
Signatures 14
2
PART IFORWARD-LOOKING STATEMENTS
Certain statements contained in this filing are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, such as statements relating to financial results and plans for future
business development activities, and are thus prospective. These statements
appear in a number of places in this Form 10-QSB and include all statements that
are not statements of historical fact regarding intent, belief or our current
expectations, with respect to, among other things: (i) our financing plans; (ii)
trends affecting our financial condition or results of operations; (iii) our
growth strategy and operating strategy; and (iv) the declaration and payment of
dividends. The words "may,""would,""could,""will,""expect,""estimate,""anticipate,""believe,""intend,""plans," and similar expressions and
variations thereof are intended to identify forward-looking statements.
Investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, many of
which are beyond our ability to control. Actual results may differ materially
from those projected in the forward-looking statements as a result of various
factors. Among the key risks, assumptions and factors that may affect operating
results, performance and financial condition are changes in technology,
fluctuations in our quarterly results, ability to continue and manage our
growth, liquidity and other capital resources issues, competition and the other
factors discussed in detail in our filings with the Securities and Exchange
Commission.
3
Meier Worldwide Intermedia Inc.(A Developmental Stage Enterprise)
CONSOLIDATED BALANCE SHEET
(Unaudited)
________________________________________________________________________________
ASSETS
CURRENT ASSETS:
Cash $ 65,201
Due from affiliate 2,445
Other 263
Total current assets 67,909
EQUIPMENT (net of accumulated depreciation of $3,090) 16,162
Marketable equity securities - Soloran, Inc. (net of
unrealized loss of $850) 9,150
TOTAL $ 93,221
===========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 57,096
Accounts payable - related party 24,322
Advance from shareholder 105,030
Notes payable and accrued interest in default 40,732
Total current liabilities 227,180 CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Common stock, par value $0.001, 200,000,000 shares authorized;
17,408,244 shares issued and outstanding 17,408
Additional paid-in capital 640,986
Stock subscription receivable (2,500)
Deferred stock compensation (6,400)
Unrealized loss on marketable equity securities (850)
Deficit accumulated during the development stage (782,603)
Total stockholders' deficit (133,959)
TOTAL $ 93,221
===========
________________________________________________________________________________
See accompanying notes.
4
MEIER WORLDWIDE INTERMEDIA INC.(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
_____________________________________________________________________________________
For the For the For the period
Three Months Three Months May 10, 2002
Ended Ended (date of
January 31, January 31, incorporation) to
20042003January 31, 2004REVENUES $ 80,000 $ - $ 80,000
OPERATING EXPENSES:
Professional and consulting fees 41,884 - 116,330
Stock based compensation 51,900 17,300 718,450
Depreciation 707 - 3,090
Interest 447 - 1,243
Other 5,700 741 23,490
Total operating expenses 100,638 18,041 862,603 NET LOSS $ (20,638) $(18,041) $ (782,603)
=========== ========= ===========
NET LOSS PER COMMON SHARE
Basic and diluted $ (0.00) $ (0.00)
=========== =========
Shares used in computing net
loss per share - Basic and
diluted 17,408,000 12,726,000
=========== ==========
_____________________________________________________________________________________
See accompanying notes.
5
MEIER WORLDWIDE INTERMEDIA INC.(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
__________________________________________________________________________________________________________
For the For the For the period May
Three Months Three Months 10, 2002 (date of
Ended January Ended January incorporation) to
31, 200431, 2003January 31, 2004CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (20,638) $ (18,041) $ (782,603)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation 707 - 3,090
Compensation for services and expenses
contributed by shareholders - - 4,800
Stock based compensation and consulting 51,900 17,300 713,650
Changes in assets and liabilities, net:
Increase in other assets (263) - (263)
Increase in accrued interest on note payable 447 - 1,243
Increase in accounts payable and accrued
liabilities 7,529 - 7,725 NETCASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES 39,682 (741) (52,358)CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment (11,308) - (19,252)
Purchase of marketable securities (10,000) - (10,000)NET CASH FLOWS USED IN INVESTING ACTIVITIES (21,308) - (29,252)CASH FLOWS FROM FINANCING ACTIVITIES:
Advance from shareholder, net 13,500 - 105,030
Advances to affiliates - - (26,719)
Proceeds from issuance of common stock - - 68,500 NET CASH PROVIDED BY FINANCING ACTIVITIES 13,500 - 146,811 NET INCREASE IN CASH 31,874 (741) 65,201
CASH AT BEGINNING OF PERIOD 33,327 944 - CASH AT END OF PERIOD $ 65,201 $ 203 $ 65,201
=========== ============ ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ - $ - $ -
=========== ============ ==============
Income taxes paid $ - $ - $ -
=========== ============ ==============
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION:
Stock issued in acquisition (see Note A):
Accounts payable and accrued expenses $ - $ - $ 49,366
Accounts payable - related party - - 24,322
Due to Covenant Corporation, subsequently
eliminated - - 24,274
Notes payable and accrued interest in default - - 39,494
Total $ - $ - $ 137,456
=========== ============ ==============
__________________________________________________________________________________________________________
See accompanying notes.
6
Meier Worldwide Intermedia Inc.(A Development Stage Enterprise)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
________________________________________________________________________________
NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS
Covenant Corporation ("Covenant"), which was incorporated in the State of Nevada
on May 10, 2002 for the purpose of developing tools to counteract the online
piracy of video, music and software files, was acquired by Meier Worldwide
Intermedia, Inc. ("Meier") on June 26, 2003 (collectively referred to as "we",
"us", "our"). Meier was formed in 1997.
For financial statement purposes, the transaction was treated as a reverse
acquisition and a recapitalization with Covenant being treated as the acquirer.
In connection therewith, Meier issued one share of its common stock for each of
Covenant's 16,540,500 outstanding shares. Immediately before the acquisition,
Meier had 617,744 shares outstanding and liabilities in excess of assets of
approximately $137,500. Since the transaction was accounted for as a purchase,
the deficiency of $137,500 was reflected as an adjustment to stockholders'
equity as of the acquisition date.
Because we have not yet generated revenues and/or commenced our planned
principal operations we are considered to be in the development stage as defined
in Financial Accounting Standards Board Statement No. 7. Accordingly, some of
our accounting policies and procedures have not yet been established.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements. The reported amounts of revenues and expenses during
the reporting period may be affected by the estimates and assumptions we are
required to make. Estimates that are critical to the accompanying financial
statements include our estimate of expenses and related liabilities arising from
certain contingent liabilities discussed at Note G. It is at least reasonably
possible that our estimates could change in the near term with respect to this
matter.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts and
balances of Covenant, and Meier and its inactive subsidiaries since June 26,2003 (date of the reverse acquisition). All significant intercompany accounts
and balances have been eliminated in consolidation.
Basis of Presentation
Our accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and the instructions to Form 10-QSB
and Rule 10-1 of Regulation S-X of the Securities and Exchange Commission (the
"SEC"). Accordingly, these consolidated financial statements do not include all
7
of the footnotes required by accounting principles generally accepted in the
United States of America. In our opinion, all adjustments (consisting of normal
and recurring adjustments) considered necessary for a fair presentation have
been included. Operating results for the three months ended January 31, 2004 are
not necessarily indicative of the results that may be expected for the year
ended October 31, 2004. The accompanying consolidated financial statements and
the notes thereto should be read in conjunction with our audited consolidated
financial statements as of and for the year ended October 31, 2003 contained in
our Form 10-KSB.
Marketable Equity Securities
During the three months ended January 31, 2004, we purchased 3,000 shares of
Soloran, Inc. (SNRN) for $10,000. We are not actively trading the shares but
they are available for sale, therefore any unrealized gains and losses are
recognized as a separate component of stockholders' deficit. As of January 31,2004, we have recorded $850 as an unrealized loss for the decrease in Soloran's
stock price.
Revenue Recognition
During the three months ended January 31, 2004, we performed consulting services
for which we were paid in full for. We recognize consulting income as the
services are performed.
NOTE B - GOING CONCERN
Our consolidated financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. We have suffered recurring losses
from operations and have a stockholders' deficit of approximately $134,000 at
January 31, 2004. We are also involved in certain litigation that could
adversely impact our results of operations and cash flow if we are unable to
prevail in such matters. Finally, we will require a significant amount of
capital to proceed with our business plan. Accordingly, our ability to continue
as a going concern is ultimately dependent upon our ability to secure an
adequate amount of capital to finance our planned principal operations and/or to
pay any adverse judgments that may arise from the contingencies discussed at
Note D. Our plans will include attempts to raise public and/or private equity or
debt financing. However, there is no assurance that we will be successful in
attracting the necessary capital and/or if such capital will be offered on terms
acceptable to us. These factors, among others, indicate that we may be unable to
continue as a going concern for a reasonable period of time. Our financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should we be unable to continue as a going
concern.
NOTE C- OTHER RELATED PARTY TRANSACTIONS
Certain related parties periodically advance funds to us. These advances, which
are reflected as related party accounts payable and shareholder advances in the
accompanying consolidated balance sheet, are unsecured, non-interest bearing and
due on demand.
During 2003, certain officers and consultants received, in lieu of cash,
6,575,500 shares of common stock valued at approximately $720,000 (based on the
estimated fair value of the shares at date of issuance). Approximately $512,500
of this amount was immediately expensed; the remaining $207,500 was deferred to
8
account for the value of services, office space and other expenses expected to
be provided by these individuals over twelve months from the date of issuance.
During the year ended October 31, 2003, $149,200 of the deferred amount was
amortized to expense and an additional $51,900 was amortized to expense during
the three months ended January 31, 2004 leaving a balance of $6,400 to be
expensed during the remainder of 2004.
NOTE D - CONTINGENCIES
We are involved in certain litigation in which various plaintiffs have alleged
damages in excess of $549,000. Approximately $41,435 of this amount is included
in accounts payable in the accompanying consolidated financial statements, which
represents our best estimate of the liability we are required to record in
accordance with accounting principles generally accepted in the United States of
America. In our opinion, the remaining litigation will not result in a material
loss to us.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS OR PLAN OF OPERATION
The following discussion and analysis should be read in conjunction with the
balance sheet as of January 31, 2004 and statements of operations for the three
months ended January 31, 2004 and 2003 included with this Form 10-QSB.
Plan of Operation
Until November 1, 1998, we and our subsidiaries were in the business of
developing websites on the internet as well as the acquisition, management and
leasing of sound studio space which it marketed to the local entertainment
industry through its five wholly-owned British Columbia incorporated
subsidiaries. On November 1, 1998, these subsidiaries were disposed of for total
consideration of $6.50 to Meier Entertainment Group Inc., a company owned by
James Meier, for their failure to produce revenue. They were: Meier Studios
Inc., incorporated August 25,1997; G.G. Studios Inc., incorporated October 6,1997; Meier Worldwide Intermedia Inc. (BC), incorporated November 28, 1996;
Meier Studios (Lake City) Inc., incorporated December 18, 1997; and Meier
Studios (B.B.) Inc., incorporated March 26, 1998.
On June 30, 1997 we acquired a movie industry website from Meier Entertainment
Group Inc., a company wholly-owned by James Meier. On June 30, 1997, the Company
issued 180,000 shares at $0.20 per share to Mr. Meier. These shares were issued
for services and operating the Internet site.
On June 26, 2003, a Common Stock Purchase Agreement (the "Agreement") was made
and entered into and closed between Meier Worldwide Intermedia and Covenant
Corporation, a Nevada corporation.
We acquired all issued and outstanding shares of common stock of Covenant. As a
result of the exchange, the outstanding shares of Covenant common stock were
exchanged for 16,540,500 shares of our common stock, making Covenant our wholly
owned subsidiary.
Covenant is developing a service designed to counteract online piracy of music,
video and software files. Covenant's primary service essentially uploads to
pirate sites a large number of fictitious files with a music, video or software
name, making it more difficult for visitors to the pirate site to download the
real music, video or software they are attempting to pirate.
Covenant was incorporated in the State of Nevada on May 10, 2002. For financial
statement purposes, the transaction was treated as a reverse acquisition and a
recapitalization with Covenant being treated as the acquirer. Immediately before
the acquisition, Meier had 617,744 shares outstanding and liabilities in excess
of assets of approximately $137,500.
As a result of the above, our financial information includes the accounts and
balances of Covenant since its inception on May 10, 2002, and Meier and its
inactive subsidiaries since June 26, 2003 (date of the reverse acquisition).
All amounts are stated in US$.
We are a development stage company. We have recognized, and received our first
revenues from consulting of $80,000 during the three months ended January 31,2004. However we continue to experience losses and have an accumulated loss of
approximately $783,000 from inception on May 10, 2002 through January 31, 2004.
Our losses result primarily from the issuance of common stock to various
10
individuals and companies for assisting us with the development of our products,
marketing and general business strategy.
At January 31, 2004, we had cash available of approximately $65,201 to fund
future expenses. From May 10, 2002 through January 31, 2004, we raised
approximately $70,000 through the sale of our common stock. Additionally, we
borrowed $105,000 from our shareholders. We have funded our development stage
operations through these amounts.
As of February 29, 2004, we had approximately $28,000 of cash on hand available.
Our cash on hand resources as of February 29, 2004 is sufficient to satisfy our
operating cash requirements over the next 3 months. In order to remain
operational at our current level for the entire 12 month period, we will need an
additional $200,000 We may not generate operating revenues or raise equity or
debt financing sufficient to fund this amount. We currently have no sources of
financing identified. If we don't raise or generate these funds, the
implementation of our short-term and long-term business plan will be delayed or
eliminated.
As of January 31, 2004, we had assets of approximately $93,000 and liabilities
of approximately $227,000. A portion of these liabilities totaling approximately
$129,000 is owed to three of our shareholders. There are no notes. The debt is
payable upon demand for no interest. Management anticipates settling
substantially all current outstanding debt with existing creditors by issuing
shares for debt.
Our anticipated business development milestones for the next 12 months are set
forth below.
EventTimeTotal estimated cost
Protect the several bands that Within 5 months, Nothing more then
Covenant is currently negotiating depending on the Covenants operating
with finalized release costs during that
dates of the CD's time, $5,000 month
Have a contract with each of the 12 months See above.
5 major record labels
If any of the steps above are not completed as presented in the preceding
milestone table, it could delay the overall schedule and eliminate or reduce
revenues during the next 12 months.
Music CD release dates could run months behind schedule, which would effect
Covenant's timeframe for protecting certain bands. Covenant might not be able to
get contracts with all the major record labels.
Critical Accounting Policies
Our critical accounting policies, including the assumptions and judgments
underlying them, are disclosed in the notes to the consolidated financial
statements. We have consistently applied these policies in all material
respects. At this stage of our development, these policies primarily address
matters of expense recognition. Management does not believe that our operations
to date have involved uncertainty of accounting treatment, subjective judgment,
or estimates, to any significant degree.
11
ITEM 3 - CONTROLS AND PROCEDURES
Within 90 days prior to the date of filing of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including the Chief Executive Officer (who also effectively serves as the Chief
Financial Officer), of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our Chief Executive Officer concluded that
our disclosure controls and procedures are effective for gathering, analyzing
and disclosing the information we are required to disclose in the reports we
file under the Securities Exchange Act of 1934, within the time periods
specified in the SEC's rules and forms. There have been no significant changes
in our internal controls or in other factors that could significantly affect
internal controls subsequent to the date of this evaluation.
PART IIItem 1. Legal Proceedings.
As of March 1, 2004 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 June1, 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 judgment would affect the Company.
3. Ms. Renee Giesse. v. the Company, Meier Studio Management Inc., 532352 B.C.
Ltd. and Dennis Rudd (Supreme Court of British Columbia, Vancouver Registry,
action # C986645, commenced December 22, 1999): the plaintiff's claim as against
the Company and Meier Studio Management Inc. claiming unpaid wages of CDN
$83,333.33 (US$56,816.88) plus damages for wrongful dismissal, interest and
costs. In the statement of claim, the Ms. Giesse alleges that in December 1997
she agreed to be employed by the Company and it's subsidiary, Meier Studio
Management Inc., as a Vice President, Studio Management for the movie studios
12
operated by the defendant in British Columbia. Ms. Giesse alleges that under the
terms of the oral employment agreement she was to be paid a salary and benefits
commensurate to similar industry executives. Ms. Giesse alleges that a
commensurate salary is CDN $125,000 per annum plus the reimbursement of certain
expenses. Ms. Giesse further alleges that she carried out her duties as Vice
President from December 15, 1997 to August 18, 1998 when she was dismissed
without cause. The plaintiff seeks damages in the amount of salary for the
period of December 17, 1997 to August 18, 1998. Management denies each and every
allegation fact contained in Ms. Giesse's statement of claim. Specifically,
management disputes that there was any employment agreement and believes that
the claim is frivolous and without merit. Since the Company filed it's statement
of defense on January 18, 1999, there has been no further action taken by Ms.
Giesse in relation to her claim.
4. Michael McGowan v. the Company, Meier Studios (Lake City) Inc., Meier
Worldwide Entertainment B.C. Ltd. and G.G. Studios Ltd. (Supreme Court of
British Columbia, Vancouver Registry, action # C992476, commenced May 14, 1999):
Mr. McGowan loaned CDN$40,000 (US$26,890.75) without specific terms as to
interest and repayment to the Company on August 15, 1997. Mr. McGowan requested
that the loan be repaid and when the Company did not comply, he commenced the
above action. Prior to filing a statement of defense, the Company agreed to a
consent judgment of CDN$43,552.49 (US$29,278.98) as at September 1, 1999, to
make monthly payments of CDN$1,000.00 (US$672.26) commencing on October 1, 1999,
to pay interest at 1% above the HSBC Canada Bank prime rate and to pay the
balance on October 1, 2000. The loan and related accrued interest through
January 31, 2003 is included in "Note payable and accrued interest in default"
in the accompanying financial statements.
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.
13
Item 2. Changes in Securities.
Sales of Unregistered Securities
NONE
Item 3. Defaults upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Security Holders.
NONE
Item 5. Other Information.
NONE
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
& Chief Accounting Officer, James Meier
32.1 Section 1350 Certification, James Meier
(b) Reports on Form 8-K.
NONE
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Meier Worldwide Intermedia Inc.
By:/s/ James MeierJames Meier, President, CEO and Chief Accounting Officer
Date: March 15, 2004
14
Dates Referenced Herein and Documents Incorporated by Reference
