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 July 31, 2003
( ) 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 October 1, 200317,408,244
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 INFORMATIONItem 1. Consolidated Financial Statements (unaudited):
Consolidated Balance Sheet.......................................... 4
Consolidated Statements of Operations............................... 5
Consolidated Statements of Stockholders' Equity (Deficit)........... 6
Consolidated Statements of Cash Flows............................... 7
Notes to Consolidated Financial Statements.......................... 8
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................................................... 13
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.................................... 15
Signatures.......................................................... 15
Certifications...................................................... 16
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 Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET AS OF JULY 31, 2003
________________________________________________________________________________
ASSETS
CURRENT ASSETS:
Cash $ 2,348
Due from affiliate 2,445
Prepaid expenses and other current assets 9,500
Total current assets 14,293 TOTAL $ 14,293
============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 56,325
Accounts payable - related party 24,322
Advance from shareholder 15,000
Notes payable and accrued interest in default 39,833
Total current liabilities 135,480
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 (110,200)
Deficit accumulated during the development stage (666,881)
Total stockholders' deficit (121,187)TOTAL $ 14,293
============
________________________________________________________________________________
See notes to consolidated financial statements.
4
Meier Worldwide Intermedia Inc.(A Development Stage Enterprise)CONSOLIDATED STATEMENTS OF OPERATIONS
_______________________________________________________________________________________________________
For the
Three For the For the Period For the Period
Months Nine May 10, 2002May 10, 2002
Ended Months (date of (date of
July 31, Ended incorporation) to incorporation) to
2003July 31, 2003July 31, 2002July 31, 2003REVENUES $ - $ - $ - $ -
OPERATING EXPENSES:
Professional and consulting fees 6,100 31,450 - 31,450
Non-cash compensation 37,300 609,850 2,400 614,650
Other 19,404 20,725 29 20,781
Total operating expenses 62,804 662,025 2,429 666,881 NET LOSS $ (62,804) $ (662,025) $ (2,429) $ (666,881)
=========== ============ ============ ============
NET LOSS PER COMMON SHARE
Basic and diluted $ (0.00) $ (0.04) $ (0.00)
=========== ============ ============
Shares used in computing net
loss per share - Basic and
diluted 17,255,000 17,107,000 10,000,000
=========== ============ ============
_______________________________________________________________________________________________________
See notes to consolidated financial statements.
5
Meier Worldwide Intermedia Inc.(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
____________________________________________________________________________________________________________________________________
Deficit
accumulated
Additional Stock Deferred during the
Common Stock Paid in Subscription Stock Development
SharesAmountCapitalReceivableCompensationstageTotal
BALANCES, MAY 10, 2002 - $ - $ - $ - $ - $ - $ -
Common stock issued to founders at
inception 10,000,000 10,000 (9,000) - - - 1,000
Services and office space contributed
by shareholder - - 4,800 - - - 4,800
Net loss - - - - - (4,856) (4,856)
BALANCES, OCTOBER 31, 2002 10,000,000 10,000 (4,200) - - (4,856) 944
Common stock issuances for services
and office space:
at $0.10 per share in January, 2003 6,325,500 6,325 626,225 - (120,000) - 512,550
at $0.35 per share in June, 2003 250,000 250 87,250 - (87,500) - -
Common stock issued for cash:
at $0.25 per share in 2003 150,000 150 37,350 (2,500) - - 35,000
at $0.50 per share in 2003 65,000 65 32,435 - - - 32,500
Common stock issued June 26, 2003 for
acquisition (see Note A) 617,744 618 (138,074) - - - (137,456)
Amortization of deferred stock
compensation - - - - 97,300 - 97,300
Net loss - - - - - (662,025) (662,025)
BALANCES, JULY 31, 2003 17,408,244 $ 17,408 $ 640,986 $ (2,500) $ (110,200) $ (666,881) $ (121,187)
=========== ======== =========== =========== =========== =========== ============
____________________________________________________________________________________________________________________________________
See notes to consolidated financial statements.
6
Meier Worldwide Intermedia Inc.(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
_________________________________________________________________________________________________________________
For the Period For the period
For the May 10, 2002May 10, 2002
Nine Months (date of (date of
Ended July 31, incorporation) to incorporation) to
2003July 31, 2002July 31, 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (662,025) $ (2,429) $ (666,881)
Adjustments to reconcile net loss to net cash used
in operating activities:
Compensation for services and expenses
contributed by shareholders - 2,400 4,800
Stock based compensation and consulting 609,850 - 609,850
Increase in affiliate receivables (26,719) - (26,719)
Increase in prepaid assets and other current assets (9,500) - (9,500)
Increase in accounts payable and accrued liabilities 7,298 - 7,298
Net Cash Used in Operating Activities (81,096) (29) (81,152)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advance from shareholder, net 15,000 - 15,000
Proceeds from issuance of common stock 67,500 1,000 68,500
Cash Provided by Financing Activities 82,500 1,000 83,500
NET INCREASE IN CASH 1,404 971 2,348
CASH AT BEGINNING OF PERIOD 944 - -
CASH AT END OF PERIOD $ 2,348 $ 971 $ 2,348
=============== ========== ==============
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 $ 49,027 $ - $ 49,027
Accounts payable - related party 24,322 - 24,322
Due to Covenant Corporation, subsequently eliminated 24,274 - 24,274
Notes payable and accrued interest in default 39,833 - 39,833
Total $ 137,456 $ - $ 137,456
=============== ========== ==============
_________________________________________________________________________________________________________________
See notes to consolidated financial statements.
7
Meier Worldwide Intermedia Inc.(A Development Stage Enterprise)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
________________________________________________________________________________
Nature of Operations and Basis of Presentation
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.
Because we have not yet generated significant 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.
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
our 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.
Our accompanying unaudited 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 financial statements do not include all 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 nine months ended July 31, 2003 are not necessarily
indicative of the results that may be expected for the year ended October 31,2003. The accompanying financial statements and the notes thereto should be read
in conjunction with our audited financial statements as of and for the period
May 10, 2002 (date of incorporation) to October 31, 2002 contained in our Form
8-K.
Going Concern
Our 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 are in the development stage and 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. 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.
8
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.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts and
balances of Covenant, and Meier and its inactive subsidiaries for the period
June 26, 2003 (date of the reverse acquisition) to July 31, 2003. All
significant intercompany accounts and balances have been eliminated in
consolidation.
Related Parties
During the nine months ended July 31, 2003, we paid consulting fees of
approximately $20,000 to our President. We believe this amount represents
appropriate remuneration for services provided by this officer during this
period.
The advance from shareholder and accounts payable-related party are non-interest
bearing, unsecured and due on demand.
________________________________________________________________________________
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 July 31, 2003 and statements of operations for the three and
nine months ended July 31, 2003 and the periods May 10, 2002 to July 31, 2002
and 2003 included with this Form 10-QSB.
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
our 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 $137,500 was reflected as an adjustment to stockholders' equity as of the
acquisition date.
As a result of the above, our financial information includes the accounts and
balances of Covenant, and Meier and its inactive subsidiaries for the period
June 26, 2003 (date of the reverse acquisition) to July 31, 2003. All
significant intercompany accounts and balances have been eliminated in
consolidation.
All amounts are stated in US$.
Results of Operations
We are a development stage company. We have no revenues and an accumulated loss
of approximately $670,000 from inception on May 10, 2002 through July 31, 2003.
Our losses result primarily from the issuance of common stock to various
individuals and companies for assisting us with the development of our products,
marketing and general business strategy.
Plan of Operation
We intend to focus on the development of the business of our wholly-owned
subsidiary, Covenant Corporation. Covenant is in the business of developing
tools to counteract the online piracy of video, music and software files.
Things we have done already to implement Covenant's business plan:
1) Launched beta site at www.protectedbycovenant.com which was the beginning of
some of our services being offered
2) Launched Members site and www.protectedbycovenant.com and Corporate site at
www.covenant-corporation.com
3) Have developed a patent-pending application referred to as the Covenant Media
Distributor (CMD)
4) Have protected Platinum Recording Artists 3 Doors Down and Matthew Good, as
well as New School.
10
5) Have 2,000 Covenant members
6) Have begun talking and meeting with the major record labels to discuss having
them as clients
Things to implement over the next 12 months
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 anti-piracy protection 12 months See above.
contract with each of the 5 major
record labels
Continue R&D into anti-piracy 12 months If there are
methods. additional funds that
become available that
could be used towards
R&D, then the more
money put into it the
more further R&D can
be done. If necessary,
Covenant can get by
over the next 12
months, without any
further funds provided
to R&D.
Liquidity and Capital Resources
At July 31, 2003, we have cash available of approximately $2,350 to fund future
expenses. From May 10, 2002 through July 31, 2003, we raised approximately
$70,000 through the sale of our common stock. Additionally, we borrowed $15,000
from one of our shareholders. We have funded our development stage operations
through these amounts.
As of September 30, 2003, we had $15,384.74 of cash on hand available. Our cash
on hand resources of $15,384.74 as of September 30, 2003 are 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 $45,000. 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.
11
As of July 31, 2003,we had limited assets and liabilities of approximately
$135,000. A portion of these liabilities totaling approximately $39,300 is owed
to two 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.
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.
ITEM 3 - CONTROLS AND PROCEDURES
The Corporation maintains disclosure controls and procedures designed to ensure
that information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this report, the Corporation's Chief Executive Officer and Chief Financial
Officer evaluated the effectiveness of the Corporation's disclosure controls and
procedures. Based on the evaluation, which disclosed no significant deficiencies
or material weaknesses, the Corporation's Chief Executive Officer and Chief
Financial Officer concluded that the Corporation's disclosure controls and
procedures are effective as of the end of the period covered by this report.
There were no changes in the Corporation's internal control over financial
reporting that occurred during the Corporation's most recent fiscal quarter that
have materially affected, or are reasonably likely to materially affect, the
Corporation's internal control over financial reporting.
12
PART IIItem 1. Legal Proceedings.
As of October 1, 2003 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
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.
13
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.
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
14
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: October 22, 2003
15
Dates Referenced Herein and Documents Incorporated by Reference
