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

                                   FORM 10-KSB

(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934

                     For Fiscal Year Ended: October 31, 2003

                                       OR

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

                 For the transition period from ___ to ________

        Commission file number: 000-27795


                         MEIER WORLDWIDE INTERMEDIA INC.
        (Exact name of small business issuer as specified in its charter)

            Nevada                                       52-2079421
  (State or other jurisdiction                          (IRS Employer
of 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 Act: NONE

Securities registered under Section 12(g) of the Act: 17,408,244 shares of
common stock, par value $.001 per share

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation SB is not contained in this form, and no disclosure will




                                       1




be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

         State issuer's revenues for its most recent fiscal year:  None

         State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.) $3,072 as of December 31,
2003.

         Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

     ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

         Indicate by check mark whether the issuer has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a court. Yes [ ]
No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 17,408,244

                       DOCUMENTS INCORPORATED BY REFERENCE

         If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
etc.) into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990).

         No documents are incorporated by reference into this Annual Report on
Form 10-KSB.

        Transitional Small Business Disclosure Format (check one): Yes [ ];
No [X]




                                       2



TABLE OF CONTENTS

PART I.....................................................................4

ITEM 1. DESCRIPTION OF BUSINESS............................................4
ITEM 2. DESCRIPTION OF PROPERTY............................................8
ITEM 3. LEGAL PROCEEDINGS..................................................8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS................10

PART II....................................................................10

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS........................................................10
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION..........................................................11
ITEM 7. FINANCIAL STATEMENTS...............................................13
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.........................27

PART III...................................................................27

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS; COMPLIANCE WITH SECTION
16(A) OF THE EXCHANGE ACT..................................................27
ITEM 10. EXECUTIVE COMPENSATION............................................29
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT......................................................29
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................30
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K..................................31
ITEM 14. CONTROLS AND PROCEDURES...........................................31

SIGNATURES.................................................................31





                                       3





        Part I

Item 1. Description of Business.

Business Development

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 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 16,520,500 shares of our common stock, making Covenant our wholly
owned subsidiary.

Covenant is developing a service designed to counteract online piracy of video,
music and software files. Covenant's primary service essentially uploads to
pirate sites a large number of fictitious files with a video, music or software
name, making it more difficult for visitors to the pirate site to download the
real video, music or software they are attempting to pirate.

Services

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.

At a recent Grammy Awards, the Recording Academy head Michael Greene, stated "No
question the most insidious virus in our midst is the illegal downloading of
music on the Net. This illegal file-sharing and ripping of music files is
pervasive, out of control, and oh so criminal." Greene further went on to say
that music piracy is a "life or death issue" for the music industry.

In general, in music piracy, if a user wants to download a pirated version of,
for example, Nelly's top single, Hot in Herre, they would go to a pirate
website, enter a search for the song and the search would produce approximately
8-25 files of the song that reside on various people's computers. The consumer
simply picks one to download and in a very short time they have the song
downloaded onto their computer.




                                       4




If Covenant were protecting Hot in Herre, what a consumer would have pulled up
in the search is 50-100+ files that all seem like the one consumers want.
Covenant would have uploaded those additional files and made them look like the
one the user was searching for, when in fact they were false files that Covenant
had uploaded to the pirated site. These false files, created by Covenant,
contain only a portion of actual song, along with short reminders to do right by
the artists, by purchasing the music and not stealing it, as well as directing
consumers to the Covenant website to entice them to help stop piracy.

We believe these false files will cause consumers to turn away from attempting
to download these files as they will never know which are the actual pirated
files that people have uploaded and which are false ones. If a consumer decides
to download every single file, not only could it take an entire day for just one
song, but the cost of the Internet usage could cost more then what it would have
cost the consumer to actually purchase the single or CD from a store. We believe
this could eliminate the primary reason for consumers downloading pirated
software in that it would no longer be economical for them.

This is referred to in the industry as "spoofing". Covenant is the first and
only company that actually uses Pirates to help stop Piracy, by having the
Pirates serve Covenant's false files from their computers. Consumers can become
free members of Covenant and help disseminate the false files onto the pirate
sites. Covenant is giving away cash and prizes to consumers, who become members
of Covenant, for their help in stopping piracy. Covenant has already awarded 5
of its members cash prizes of between $100 to $200 U.S.

There have been around a dozen songs that have been, or are still currently
being protected by Covenant. These include multi-platinum recording artists such
as 3 Doors Down and Matthew Good Band.

Marketing Strategy

Covenant will also advertise on sites that meet the demographics of potential
Covenant members. Covenant did a trial of this with one of the worlds premier
College sites, for a period of two days. Covenant received approximately 200 new
users during the 2 day test trial.

Competition

Many of our competitors have significantly greater brand recognition, customer
bases, operating histories and financial and other resources. We compete with
other anti-piracy firms. In addition, many of our competitors offer less
effective but somewhat similar services.

Our primary competitors are Overpeer and MediaDefender.

These competitors have the following advantages over the services that we now
offer:

        o A larger sales force;
        o Greater brand recognition; and
        o A longer corporate history.

Although some other companies offer anti-piracy programs, they are different
from our pservice in that they do not work with pirates, instead they spend
enormous amounts of money to serve false files from their own server
infrastructure. As well, our competitor's false files are typically loops (a few
seconds of a song looped over and over). They also use other much more
aggressive means of anti-piracy, which the legality of those means are currently





                                       5




under debate. Our product is much more cost effective and not only doesn't
agitate pirates, but allows the pirates to help stop piracy. There also are no
legal concerns for how our service operates.

The system we bring to market has not been introduced previously. Entertainment
industry professionals may be cautious about recommending new services to the
market if not familiar with them.

Employees

We have one employee, our Chairman of the Board Mr. Meier.

RISK FACTORS

We are a development stage company. We have no revenues and an accumulated loss
of approximately $762,000 from inception on May 10, 2002 through October 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.

At October 31, 2003, we have cash available of approximately $33,000 to fund
future expenses. From May 10, 2002 through October 31, 2003, we raised
approximately $70,000 through the sale of our common stock. Additionally, we
borrowed $91,530 from our shareholders. We have funded our development stage
operations through these amounts.

As of December 31, 2003, we had approximately $14,000 of cash on hand available.
Our cash on hand resources as of December 31, 2003 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 October 31, 2003, the Company had assets of approximately $41,000 and
liabilities of approximately $206,000, resulting in a stockholders' deficit of
approximately $165,000.

Our ability to continue as a going concern is dependent on our ability to raise
funds to implement our planned development; however we may not be able to raise
sufficient funds to do so. Our independent auditors have indicated that there is
substantial doubt about our ability to continue as a going concern over the next
twelve months. Our poor financial condition could inhibit our ability to achieve
our business plan. Because we are currently operating at a substantial loss with
no operating history and very limited revenues, an investor cannot determine if
we will ever become profitable.

We have a limited operating history; because our planned growth is contingent
upon receiving additional funding, you will be unable to evaluate whether our
business will be successful.

Our business development is contingent upon raising debt or equity funding. We
have no sources of funding identified. You must consider the risks,
difficulties, delays and expenses frequently encountered by development stage
companies in our business, which have little or no operating history, including
whether we will be able to overcome the following challenges:




                                       6




        o Our ability to generate sufficient cash flow or raise necessary capital to
          operate for the next 12 months or thereafter
        o Advertising and marketing costs that may exceed our current estimates
        o Unanticipated development expenses
        o Our ability to generate sufficient revenues to offset the substantial costs
          of operating our business

Because significant up-front expenses, including advertising, sales, and other
expenses are required to develop our business, we anticipate that we may incur
losses until revenues are sufficient to cover our operating costs. Future losses
are likely before our operations become profitable. As a result of our lack of
operating history, you will have no basis upon which to accurately forecast our:

        o Total assets, liabilities, and equity
        o Total revenues
        o Gross and operating margins
        o Labor costs

Accordingly, the proposed business plans described in this prospectus may not
either materialize or prove successful and we may never be profitable. Also, you
have no basis upon which to judge our ability to develop our business and you
will be unable to forecast our future growth.

Because our anti-piracy system has not been accepted as a recognized form of
piracy protection, we face significant barriers to acceptance of our services.

Our business involves the use of aeration anti-piracy equipment. The use of
equipment such as ours is a relatively new form of anti-piracy. Traditionally,
these services are provided through other anti-piracy methodologies, such as
hardware encryption solutions. Accordingly, we face significant barriers to
overcome the consumer preferences of traditionally used programs for the type of
anti-piracy products and services that we offer.

Our officers, directors and principal stockholders can exert control over
matters requiring stockholder approval.

Our executive officers and directors, and those of our subsidiary Covenant, and
holders of 5% or more of our outstanding common stock beneficially owns
approximately 57% of our outstanding common stock. These individuals will be
able to significantly influence all matters requiring approval by our
stockholders, including the election of directors and the approval of
significant corporate transactions. This concentration of ownership may also
have the effect of delaying, deterring or preventing a change in control and may
make some transactions more difficult or impossible without the support of these
stockholders.

Our management decisions are made by our founder and Chairman of the Board, Mr.
James Meier; if we lose his services, our revenues may be reduced.

The success of our business is dependent upon the expertise of our Chairman of
the Board, Mr. James Meier. Because Mr. Meier is essential to our operations,
you must rely on his management decisions. Our Chairman of the Board, Mr. James
Meier will continue to control our business affairs after the filing. We have
not obtained any key man life insurance relating to Mr. James Meier. If we lose
his services, we may not be able to hire and retain another Chairman of the
Board with comparable experience. As a result, the loss of Mr. James Meier's
services could reduce our revenues.




                                       7




Sales of our common stock under Rule 144 could reduce the price of our stock.

As of January 1, 2004, there are 8,890,744 shares of our common stock held by
non-affiliates and 8,517,500 shares of our common stock held by affiliates that
Rule 144 of the Securities Act of 1933 defines as restricted securities and
493,476 shares held by non-affiliates which can be resold without registration
under the Securities Act of 1933. As of January 1, 2004, there are 177,500
shares held by affiliates eligible for resale under 144.

The availability for sale of substantial amounts of common stock under Rule 144
could reduce prevailing market prices for our securities.

Certain Nevada corporation law provisions could prevent a potential takeover of
us which could adversely affect the market price of our common stock or deprive
you of a premium over the market price.

We are incorporated in the State of Nevada. Certain provisions of Nevada
corporation law could adversely affect the market price of our common stock.
Because Nevada corporation law requires board approval of a transaction
involving a change in our control, it would be more difficult for someone to
acquire control of us. Nevada corporate law also discourages proxy contests
making it more difficult for you and other shareholders to elect directors other
than the candidate or candidates nominated by our board of directors. Our
articles of incorporation and by-laws contain no similar provisions.


Item 2. Description of Property.

The Company's principal business office is located at 320-1100 Melville Street,
Vancouver, British Columbia. The Company in the past paid rent to Corporate
House Inc. in the amount of CDN $550.00 per month on a month-to-month basis for
the above noted office space. We never had a written agreement and no monies are
owed for past rent. We currently pay no rent as the agreement is that we will
start paying rent when we are financially able to do so.

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.

Item 3. Legal Proceedings.

As of January 31, 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 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




                                       8




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.

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

4. Michael McGowan v. the Company, Meier Studios (Lake City) Inc., Meier
Worldwide Entertainment B.C. Ltd. and G.G. Studios Ltd. (Supreme Court of
British Columbia, Vancouver Registry, action # C992476, commenced May 14, 1999):
Mr. McGowan loaned CDN$40,000 (US$26,890.75) without specific terms as to
interest and 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.




                                       9




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 4. Submission of Matters to a Vote of Security Holders.

None

        PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

The Company was quoted on the "Pink Sheets" until Dec. 02/03, when it became
quoted on the over the counter bulletin board under the symbol "MWWD."

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

                                   HIGH                   LOW
                            (Price per Share $)   (Price per Share $)

                  Jan 02           .025                  .003
                  Apr 02           .013                  .009
                  July 02          .006                  .006
                  Oct 02           .006                  .005
                  Jan 03           .02                   .01
                  Apr 03           .027                  .02
                  July 03          .65                   .10
                  Oct 03           .71                   .25

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




                                       10




Options

On July 15, 2003 we issued options to acquire 1,700,000 shares to Mr. James
Meier. On July 17, 2003 we issued options to acquire 1,000,000 shares to Mr.
John Meier. The options are exercisable at a price of $.10 per share, payable in
cash, commencing 90 days from the date of issuance and ending 3 years from the
date of issuance.

Holders

The number of recorded holders of the Company's common stock as of December 31,
2003 is approximately 388.

Dividends

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

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 6. Management's Discussion and Analysis or 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




                                       11




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 for the period June 26, 2003 (date of the reverse
acquisition) to July 31, 2003.

All amounts are stated in US$.

We are a development stage company. We have no revenues and an accumulated loss
of approximately $762,000 from inception on May 10, 2002 through October 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.

At October 31, 2003, we have cash available of approximately $33,000 to fund
future expenses. From May 10, 2002 through October 31, 2003, we raised
approximately $70,000 through the sale of our common stock. Additionally, we
borrowed $91,530 from our shareholders. We have funded our development stage
operations through these amounts.

As of December 31, 2003, we had approximately $14,000 of cash on hand available.
Our cash on hand resources as of December 31, 2003 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 October 31, 2003, we had assets of approximately $41,000 and liabilities
of approximately $206,000. A portion of these liabilities totaling approximately
$115,852 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.

Event                                       Time                             Total 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




                                       12




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.


Item 7. Financial Statements.





                                       13





                         MEIER WORLDWIDE INTERMEDIA INC.

                        (A Development Stage Enterprise)

                        Consolidated Financial Statements
                                  as of and for
                              various periods ended
                           October 31, 2003 and 2002,
                                       and
                          Independent Auditors' Report





                                       14





                         MEIER WORLDWIDE INTERMEDIA INC.
                        (A Development Stage Enterprise)

                                TABLE OF CONTENTS



Independent Auditors' Report                                             16

Consolidated Financial Statements:

  Balance Sheet as of October 31, 2003                                   17

  Statements of Operations for the year ended October 31, 2003
    and for the periods May 10, 2002 (date of incorporation) to
    October 31, 2002 and 2003                                            18

  Statements of Stockholders' Equity (Deficit) for the year ended
    October 31, 2003 and for the periods May 10, 2002 (date of
    incorporation) to October 31, 2002 and 2003                          19

  Statements of Cash Flows for the year ended October 31, 2003
    and for the periods May 10, 2002 (date of incorporation) to
    October 31, 2002 and 2003                                            20

   Notes to Financial Statements                                         21





                                       15





                          Kingery, Crouse, & Hohl, P.A.
                            4350 W Cypress, Suite 275
                                 Tampa, FL 33607
                                  813-874-1280



INDEPENDENT AUDITORS' REPORT

To the Board of Directors and stockholders of Meier Worldwide Intermedia Inc.:

We have audited the accompanying  consolidated  balance sheet of Meier Worldwide
Intermedia Inc. and  subsidiaries  (collectively  the "Company"),  a development
stage  enterprise,  as  of  October  31,  2003,  and  the  related  consolidated
statements of operations,  stockholders' equity (deficit) and cash flows for the
year then ended,  and for the periods  May 10, 2002 (date of  incorporation)  to
October 31, 2002 and 2003. 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 auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  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 financial  statements  referred to above present fairly, in
all material  respects,  the financial position of the Company as of October 31,
2003,  and the  results of its  operations  and its cash flows for the year then
ended, and for the periods May 10, 2002 (date of  incorporation)  to October 31,
2002 and 2003, in conformity with accounting  principles  generally  accepted in
the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Notes A and B
to the consolidated  financial  statements,  the Company has suffered  recurring
losses  from  operations  and will  require a  significant  amount of capital to
implement its business plan.  These  factors,  among others,  raise  substantial
doubt about the Company's  ability to continue as a going concern.  Management's
plans in regard to these matters are also described in Note B. The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

KINGERY, CROUSE & HOHL P.A.
February 5, 2004
Tampa, FL.



                                       16




                         MEIER WORLDWIDE INTERMEDIA INC.
                        (A Development Stage Enterprise)

                CONSOLIDATED BALANCE SHEET AS OF OCTOBER 31, 2003
________________________________________________________________________________

ASSETS

CURRENT ASSETS:
Cash                                                             $   33,327
Due from affiliate                                                    2,445 
      Total current assets                                           35,772

EQUIPMENT (net of accumulated depreciation of $2,383)                 5,561 

TOTAL                                                            $   41,333
                                                                 ===========

LIABILITIES AND STOCKHOLDERS' DEFICITM

CURRENT LIABILITIES:
Accounts payable and accrued liabilities                         $   49,562
Accounts payable - related party                                     24,322
Advance from shareholder                                             91,530
Notes payable and accrued interest in default                        40,290 
      Total current liabilities                                     205,704 

CONTINGENCIES (NOTE G)

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                                         (58,300)
Deficit accumulated during the development stage                   (761,965)
     Total stockholders' deficit                                   (164,371)

TOTAL                                                            $   41,333
                                                                 ===========

________________________________________________________________________________

See notes to consolidated financial statements.




                                       17




                         MEIER WORLDWIDE INTERMEDIA INC.
                        (A Development Stage Enterprise)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
________________________________________________________________________________________________

                                                           For the Period      For the Period
                                         For the            May 10, 2002        May 10, 2002
                                           Year               (date of            (date of
                                          Ended           incorporation) to   incorporation) to
                                    October 31, 2003      October 31, 2002    October 31, 2003

REVENUES                               $        -           $        -            $        - 

OPERATING EXPENSES:
Professional and consulting fees           74,446                    -                74,446
Stock based compensation                  661,750                4,800               666,550
Depreciation                                2,383                    -                 2,383
Interest                                      796                    -                   796
Other                                      17,734                   56                17,790 
     Total operating expenses             757,109                4,856               761,965 

NET LOSS                               $ (757,109)          $   (4,856)           $ (761,965)
                                       ===========          ===========           ===========

NET LOSS PER COMMON SHARE

  Basic and diluted                    $    (0.04)          $    (0.00)
                                       ===========          ===========

  Shares used in computing net
    loss per share - Basic and
    diluted                            17,183,000           10,000,000
                                       ===========          ===========
________________________________________________________________________________________________

See notes to consolidated financial statements.




                                       18




                         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
                                           Shares       Amount     Capital     Receivable   Compensation      Stage         Total

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                                      -          -            -           -       149,200             -          149,200

Net loss                                          -          -            -           -             -      (757,109)        (757,109)


BALANCES, OCTOBER 31, 2003               17,408,244   $ 17,408   $  640,986   $  (2,500)   $  (58,300)   $ (761,965)      $ (164,371)
                                        ===========   ========   ===========  ==========   ===========   ===========      ===========

____________________________________________________________________________________________________________________________________

See notes to consolidated financial statements.




                                       19




                         MEIER WORLDWIDE INTERMEDIA INC.
                        (A Development Stage Enterprise)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                  For the period May        For the period May
                                                                 For the           10, 2002 (date of         10, 2002 (date of
                                                               Year Ended         incorporation) to         incorporation) to
                                                            October 31, 2003       October 31, 2002          October 31, 2003

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                     $    (757,109)        $      (4,856)            $     (761,965)
Adjustments to reconcile net loss to net cash used in
operating activities:
   Depreciation                                                      2,383                     -                      2,383
   Compensation for services and expenses
      contributed by shareholders                                        -                 4,800                      4,800
   Stock based compensation and consulting                         661,750                     -                   661,750
Changes in assets and liabilities, net:
   Increase in accrued interest on note payable                        796                     -                        796
   Increase in accounts payable and accrued liabilities                196                     -                        196 
NET CASH USED IN OPERATING ACTIVITIES                              (91,984)                  (56)                   (92,040)

CASH FLOWS USED IN INVESTING ACTIVITIES-
   Purchases of equipment - related party                           (7,944)                    -                    (7,944)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Advance from shareholder, net                                    91,530                     -                     91,530
   Advances to affiliates                                          (26,719)                    -                    (26,719)
   Proceeds from issuance of common stock                           67,500                 1,000                     68,500 
NET CASH PROVIDED BY FINANCING ACTIVITIES                          132,311                 1,000                    133,311 

NET INCREASE IN CASH                                                32,383                   944                     33,327

CASH AT BEGINNING OF PERIOD                                            944                     -                          - 

CASH AT END OF PERIOD                                        $      33,327         $         944             $       33,327
                                                             ==============        ==============            ===============

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         $           -             $       49,366
   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                    39,494                     -                     39,494 
       Total                                                 $     137,456         $           -             $      137,456
                                                             ==============        ==============            ===============
_____________________________________________________________________________________________________________________________

See notes to consolidated financial statements.




                         MEIER WORLDWIDE INTERMEDIA INC.
                        (A Development Stage Enterprise)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
________________________________________________________________________________

NOTE A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

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 for the period
June 26, 2003 (date of the reverse acquisition) to October 31, 2003. All
significant intercompany accounts and balances have been eliminated in
consolidation.




                                       21




Equipment

Equipment is stated at cost. Major additions are capitalized, while minor
additions and maintenance and repairs, which do not extend the useful life of an
asset, are expensed as incurred. Depreciation is provided using the
straight-line method over the assets' estimated useful lives of approximately
three years.

Long-Lived Assets

Statement of Financial Accounting Standards (SFAS) 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" requires that long-lived assets,
including certain identifiable intangibles, be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying value of the
assets in question may not be recoverable. We evaluated our long-lived assets
during 2003 and determined that they were not impaired as of October 31, 2003.
Accordingly, the adoption of SFAS 144 did not have a significant impact on our
consolidated financial statements.

Income Taxes

We compute income taxes in accordance with Financial Accounting Standards
Statement No. 109 "Accounting for Income Taxes" ("SFAS 109"). Under SFAS 109,
deferred taxes are recognized for the tax consequences of temporary differences
by applying enacted statutory rates applicable to future years to differences
between the financial statement carrying amounts and the tax basis of existing
assets and liabilities. Also, the effect on deferred taxes of a change in tax
rates is recognized in income in the period that included the enactment date.

Statement of Cash Flows

For purposes of the statement of cash flows, we consider all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents.

Foreign Currency Translation

Some of our transactions have been completed in Canadian dollars and translated
to U.S. dollars as incurred (at the exchange rate in effect at the time).
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. The functional currency is considered to be U.S. dollars.

Investments

We currently hold 20% ownership interests in several entities that are
effectively dormant and have no value. As a result, we have not recorded an
investment balance and/or any equity pick up relating to such entities in the
accompanying consolidated financial statements.

Stock-Based Compensation 

We account for equity instruments issued to employees for services using the
fair value of the equity instruments issued. For equity instruments issued to
non-employees we use the fair value of the consideration received, or the fair
value of the equity instruments, whichever is more reliably measurable to record
compensation expense.




                                       22




We have adopted SFAS No 123, "Accounting for Stock-Based Compensation" which
requires us to recognize as expense the fair value of all stock-based awards on
the date of grant, or continue to apply the provisions of Accounting Principles
Board Opinion No. 25 and provide pro-forma net income (loss) earnings per share
disclosure for employee stock option grants and all other stock-based
compensation as if the fair-value-based method defined in SFAS 123 had been
applied. We have elected to continue to apply APB 25 in accounting for our stock
option plan.

Net Loss Per Common Share

We compute net loss per share in accordance with Financial Accounting Standards
Statement No. 128 "Earnings per Share" ("SFAS 128") and SEC Staff Accounting
Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS No. 128 and SAB 98,
basic net loss per share is computed by dividing the net loss available to
common stockholders by the weighted average number of common shares outstanding
during the period. Diluted net loss per share is computed by dividing the net
loss for the period by the weighted average number of common and common
equivalent shares outstanding during the period. Because common equivalent
shares outstanding are anti-dilutive, they have been ignored in our
calculations. Accordingly, basic and diluted net loss per common share are
identical for both of the years ended October 31, 2003 and 2002.

Advertising Costs

We expense advertising costs as they are incurred. We incurred no advertising
costs during the year ended October 31, 2003, or for the period May 10, 2002
(date of incorporation) to October 31 2002.

Recent Pronouncements

We do not expect that the adoption of any recent accounting pronouncements will
have a material impact on our consolidated financial statements.

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 $164,000 at
October 31, 2003. 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 G. 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.




                                       23




NOTE C - INCOME TAXES

We recognized losses for both financial and tax reporting purposes during each
of the periods in the accompanying statements of operations. Accordingly, no
provision for income taxes and/or deferred income taxes payable have been
provided for in the accompanying consolidated financial statements.

Assuming our net operating loss carryforwards are not disallowed by United
States and Canadian taxing authorities because of our failure to file certain
corporate income tax returns and assuming that the transaction discussed at Note
A does not trigger certain "change in control" provisions of the applicable tax
code, as of October 31 2003 we have net operating loss carryforwards of
approximately $1,045,000 for income tax purposes (which includes approximately
$950,000 of loss carryforwards prior to the reverse acquisition described in
Note A). The net operating loss carryforwards expire in various years through
October 31, 2010 for Canadian reporting and October 31, 2023 for United States
reporting. Assuming an effective rate of 34%, the deferred income tax asset
arising from these net operating losses would approximate $355,000, however such
asset is not recorded in the accompanying consolidated balance sheet because we
established a valuation allowance to fully reserve such asset (as it's
realization did not meet the required asset recognition standard established by
SFAS 109).

Temporary differences arise primarily from certain liabilities that are not
deductible for income tax purposes until they are paid. In addition, stock based
expenses of approximately $667,000 are considered to be a permanent difference
between book and tax reporting.

NOTE D - EQUITY TRANSACTIONS

During July 2003 our board of directors authorized us to issue stock options to
related parties. The options were granted at an exercise price of $0.10 per
share, and expire three years after the grant date. The options were exercisable
90 days from issuance. The status of our stock options are summarized below:


                                                                  Weighted
                                           Number of               Average
                                             Shares             Exercise Price

Outstanding at May 10, 2002                      -                $        -
Granted                                          -                         -
Exercised                                        -                         -
Canceled                                         -                         -

Outstanding at October 31, 2002                  -                         -
Granted                                  2,700,000                      0.10
Exercised                                        -                         -
Canceled                                         -                         -
Outstanding at October 31, 2003          2,700,000                $     0.10
                                        ==========                ==========

Options exercisable at-
   October  31, 2003                     2,700,000                $     0.10
                                        ==========                ==========




                                       24




We account for our stock-based compensation using the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees". With respect to stock options granted in 2003, the market
value of our common stock at the date of grant of the stock options approximated
the exercise price for such options resulting in no stock compensation expense.

Because all options were exercisable within 90 days of grant, there would be no
significant difference between our net loss and pro forma net loss per share,
had our compensation expense for stock-based compensation plans been determined
based upon fair values at the grant dates for awards in accordance with SFAS No.
123, "Accounting for Stock-Based Compensation".

NOTE E- NOTE PAYABLE

On August 15, 1997, Meier received a loan of $27,397 from a non-related party. A
legal action was started for collection of the amount due and a consent judgment
was given whereby we agreed to make monthly payments of $672.26 including
interest at 1% above the HSBC Canada Bank prime rate with payments starting
October 1, 1999. No payments were made during the period June 26, 2003 (date of
reverse acquisition) through October 31, 2003, and the note and related accrued
interest payable remain in default.

NOTE F- 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.

We recognized $4,800 of non-cash compensation during the period May 10, 2002
(date of incorporation) through October 31, 2002. We believe this amount
represents the fair value of services, office space and other expenses provided
to us by our directors during this period. Because these expenses will not be
paid, now or in the future, the amounts have been reflected as increases in
additional paid-in capital.

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
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 leaving a balance of $58,300 to be expensed in 2004.

During 2003, we purchased, for cash, equipment from our president and other
officers totalling $7,944.

NOTE G - 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




                                       25




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.

________________________________________________________________________________




                                       26




Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

Not Applicable

        PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.

The board of directors elects our executive officers annually. A majority vote
of the directors who are in office is required to fill vacancies. Each director
shall be elected for the term of one year, and until his successor is elected
and qualified, or until his earlier resignation or removal. Our director and
executive officer is as follows:


   Name           Age      Position

James Meier        32      President and Chairman of the Board
Harry Evans        66      Director



James Meier, 32, our founder, has been President and Director since our
inception. James Meier was also the founder and president of Meier Entertainment
Group Inc. From 1997 to the present, he has been managing our business. 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 from 1996 to 1999, and is a voting member of the
Academy of Canadian Cinema and Television.

Harry K. Evans, 66, was appointed Executive Vice President and Director in
January 1998. He serves as United States and international liaison/consultant
for us in Los Angeles. From 1990 through 1995 he was Chief Executive Officer and
Chief Financial Officer of the American Society of Cinematographers and an
executive with the Directors Guild of America for 15 years ending in 1998 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.

Directors serve for a one-year term. Our bylaws currently provide for a board of
directors comprised of a minimum of one director.

Covenant Officers, Directors and Significant Consultants

John Meier
Mr. Meier has been an internationally renowned businessman and financial
consultant for over 40 years. In addition to serving as an aid to U.S.
industrialist Howard R. Hughes, he served on President Richard Nixon's Task
Force on Resources and Environment. A candidate for the U.S. Senate, Mr. Meier
has advised several U.S. Senators, including Hubert Humphrey and Robert F.
Kennedy, and has provided consultation to Heads of State. Mr. Meier has held
managerial and executive positions with the New York Life Insurance Company,
Remington Rand Univac, Hughes Aircraft Co., Hughes Tool Co., and has served as
the Chairman of Satellite Geophysics Ltd. and as President of the Nevada




                                       27




Environmental Foundation. In 1966 Mr. Meier earned the Aerospace Man of the Year
Award for the application of computer systems in understanding industrial and
institutional problems. As a financier and merchant banker, Mr. Meier has been
responsible for the funding of numerous international corporations, including
high technology companies, health companies, an international bank, a motion
picture company and real estate development projects.


Jeff Berwick
Jeff was the founder and CEO of StockHouse Media Corporation
(StockHouse.com/.ca/.au/.hk/.uk/.sg) in 1995. StockHouse provided financial
information from its offices throughout eight countries in Asia, North America
and Europe and employed 250 people at its peak. Jeff raised more than $30
million U.S. from global media companies, investment banks and funds during that
time. The company was valued at $140 million U.S. in 2000. He remained CEO and
director of the company until 2002 when a majority of the company's main assets
were sold to Stockgroup Information Systems [SWEB]. Jeff maintains a role with
Stockgroup as a large shareholder and Director. Under Stockgroup, StockHouse.ca
remains the highest trafficked financial website in Canada, with StockHouse.com
and StockHouse.com.au remaining in the top tier of financial sites in the US &
Australia. His awards and acknowledgements include: Business In Vancouver - Top
40 under 40 (1999), Ernst & Young - Entrepreneur of the Year (1999), Business In
Vancouver - Top 40 under 40 (2000), T-Net - BC's Top 100 Technology Companies
(2000), T-Net - BC's Top 100 Technology Companies (2001), Profit 100 - Canada's
Fastest Growing Companies (2001), Profit 100 - Canada's Fastest Growing
Companies (2002).

Benjamin West
Benjamin   is  an  expert  in  the   formation,   execution   and   delivery  of
cost-conscious, high-performance technology infrastructures, with specialization
in  financial  data.  Experienced  in all phases of the project  life cycle from
initial analysis, management discussions and reality-checks, execution, testing,
training and follow-up.  Director of mission-critical operations for over half a
decade  involving  offices in seven  countries  and direct  manager of technical
teams ranging in size from two to over sixty. He was the Chief Technical Manager
for  Stockhouse.com for over five years, as well as being the lead developer for
the  company  for two  years.  StockHouse.com  is one of the  largest  financial
websites on the Internet with close to one billion page views per year.

Board Committees

We currently have no compensation  committee or other board committee performing
equivalent  functions.   Currently,  all  members  of  our  board  of  directors
participate in discussions concerning executive officer compensation.

Legal Proceedings

No officer,  director,  or persons  nominated  for such  positions,  promoter or
significant  employee  has been  involved  in legal  proceedings  that  would be
material to an evaluation of our management.

Section 16(a) of the Securities Exchange Act of 1934, as amended

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors and executive officers, and persons who beneficially own
more than 10% of a registered class of the Company's equity securities, to file
reports of beneficial ownership and changes in beneficial ownership of the
Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial




                                       28




Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5
(Annual Statement of Beneficial Ownership of Securities). Directors, executive
officers and beneficial owners of more than 10% of the Company's Common Stock
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms that they file. Except as otherwise set forth herein, based
solely on review of the copies of such forms furnished to the Company, or
written representations that no reports were required, the Company believes that
for the period from November 1, 2002 through October 31, 2003, directors,
executive officers and greater than 10% beneficial owners complied with all
Section 16(a) filing requirements applicable to them.

Item 10. Executive Compensation.

No officers or directors of the Company have employment contracts with the
company but do have stock as noted. Directors are not presently reimbursed for
expenses incurred in attending Board meetings.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following tables set forth the ownership, as of the date of this
registration statement, of our common stock by each person known by us to be the
beneficial owner of more than 5% of our outstanding common stock, our directors,
and our executive officers and directors as a group. To the best of our
knowledge, the persons named have sole voting and investment power with respect
to such shares, except as otherwise noted. There are not any pending or
anticipated arrangements that may cause a change in control.

The information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner of
the same securities. The percentage of beneficial ownership by any person as of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable community property laws, we believe that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown.


      Name and Address                       Number of Shares of         Percentage
                                             Common Stock

      James Meier [1] [2]                    4,577,500                   26.29
      Suite 320-1100 Melville Street
      Vancouver, BC Canada V6E 4A6

      Harry Evans                            250,000                     1.43
      John Meier [3] [4]                     2,500,000                   14.36
      Suite 320-1100 Melville Street
      Vancouver, BC Canada V6E 4A6


      Jeff Berwick                           2,700,000                   15.50
      Suite 320-1100 Melville Street
      Vancouver, BC Canada V6E 4A6


[1] Owned by Meier Entertainment Group, Inc., of which Mr. James Meier is the principal.

[2]  Includes options to acquire 1,750,000 shares commencing October 13, 2003.

[3]  Mr. John Meier is the father of Mr. James Meier.

[4]  Includes options to acquire 1,000,000 shares commencing October 15, 2003.

This table is based upon information derived from our stock records. Unless
otherwise indicated in the footnotes to this table and subject to community
property laws where applicable, it believes that each of the shareholders named
in this table has sole or shared voting and investment power with respect to the
shares indicated as beneficially owned. Applicable percentages are based upon
17,408,244 shares of common stock outstanding as of October 31, 2003.


Item 12. Certain Relationships and Related Transactions.

Certain related parties periodically advance funds to us. These advances, which
totalled approximately $92,000 at October 31, 2003 are unsecured, non-interest
bearing and due on demand. Additionally, we owe certain shareholders
approximately $24,000 for expenses incurred on our behalf.

We recognized $4,800 of non-cash compensation during the period May 10, 2002
(date of incorporation) through October 31, 2002. We believe this amount
represents the fair value of services, office space and other expenses provided
to us by our directors during this period. Because these expenses will not be
paid, now or in the future, the amounts have been reflected as increases in
additional paid-in capital in the accompanying consolidated balance sheet.

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
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 leaving a balance of $58,300 to be expensed in 2004.

During 2003, we purchased, for cash, equipment from our president and other
officers totalling $7,944.




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Item 13. Exhibits and Reports on Form 8-K.

31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief
     Financial Officer, James Meier

32.1 Section 1350 Certification, James Meier


Item 14.  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 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 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 and year that have
materially affected, or are reasonably likely to materially affect, the
Corporation's internal control over financial reporting.




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


      Meier Worldwide Intermedia, Inc.



By   /s/ James Meier
James Meier, Chief Executive Officer and Chief Financial Officer and Director


By:  /s/ Harry Evans
Harry Evans, Director



Date: February 5, 2004`