Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report August 31, 1995
MERIT DIVERSIFIED INTERNATIONAL, INC.
(exact name of registrant as specified in its charter)
Nevada 0-12423 94-2906927
(state or other jurisdiction (commission file (IRS Employer
of incorporation) number) Identification No.)
25320 Bellanca Way, Torrance CA 90505
(address of principal executive office) (zip code)
(310) 326-3871
(registrant's telephone number)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of class)
Indicate by check mark whether the registrant (1) has file all reports
required to be filed 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 _____ No ___X_____
The aggregate market value of the voting stock held by non-affiliates of
the registrant: Currently the Company's stock is thinly traded. There
are 12,512,694 shares held by non-affiliates. The average bid and ask
price for the period covered by this Form 10-K was $0.054 per share.
Using this value of $0.054 per share, the aggregate market value is
estimated at $675,685.
Number of common shares, without par value, outstanding as of August 31,
1995 was 23,225,554.
MERIT DIVERSIFIED INTERNATIONAL, INC.
FORM 10-K
FISCAL YEAR ENDED AUGUST 31, 1995
TABLE OF CONTENTS
Page
Part I
Item 1 Business 3
Item 2 Properties 3
Item 3 Legal Proceedings 4
Item 4 Submission of Matters to a Vote of Security
Holders 4
Part II
Item 5 Market for Registrant's Common Stock and Related
Stockholder Matters 4
Item 6 Selected Financial Data 4
Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 5-6
Item 8 Consolidated Financial Statements and Supplementary
Data 7-18
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 19
Part III
Item 10 Directors and Executive Officers of the Registrant 19
Item 11 Executive Compensation 19
Item 12 Security Ownership of Certain Beneficial Owners
and Management 19-20
Item 13 Certain Relationships and Related Transactions 20
Part IV
Item 14 Exhibits, Financial Statements, Schedules and Reports
on Form 8-K 20
Signatures 21
MERIT DIVERSIFIED INTERNATIONAL, INC.
PART I
ITEM 1: BUSINESS (General)
A. The Company
The Company currently has no operations and no cash flow or operating
capital. The Company is considered to be a development stage company and
will continue to be classified as such until the Company initiates
business operations.
B. History of Operations
Merit Diversified International, Inc. ("the Company") was incorporated
in the State of Utah in 1983. Initially the Company published a
telephone directory, but this operation was suspended in 1987 due to
lack of operating funds and revenues. Since 1988 the Company has made
several attempts to acquire and operate various businesses. All efforts
have proven to be unsuccessful.
In 1994, the Company purchased from Phalanx, Ltd., certain rights to
molds and designs of exclusive jewelry. These were purchased with
27,000,000 shares of the Company's common stock. Originally valued at
$270,000 this investment proved to be worthless. Major shareholders of
the Company sued for return of the shares. On February 9, 1995 the
Superior Court of the County of Maricopa, Arizona decided that the
27,000,000 shares were improperly given and denied those shares voting
rights. On March 23, 1995 a shareholders meeting was held where those
shares were rescinded and returned to the Company.
As of August 31, 1995, the Company has no employees and no operating
assets. The Company continues to meet its organizational obligations
through the contribution of capital by major shareholders.
The Company has continued its efforts to acquire, merge with or enter
into other forms of business combinations. It is presently unknown
whether any transaction will be successfully concluded.
ITEM 2: PROPERTIES
None
ITEM 3: LEGAL PROCEEDINGS
None
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
In 1994, the Company purchased from Phalanx, Ltd., certain rights to
molds and designs of exclusive jewelry. These were purchased with
27,000,000 shares of the Company's common stock. Originally valued at
$270,000 this investment proved to be worthless. Major shareholders of
the Company sued for return of the shares. On February 9, 1995 the
Superior Court of the County of Maricopa, Arizona decided that the
27,000,000 shares were improperly given and denied those shares voting
rights. On March 23, 1995 a shareholders meeting was held where those
shares were rescinded and returned to the Company.
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON STOCK AND
RELATED STOCKHOLDER MATTERS
The Company's common stock is traded on the OTC Bulletin Board.
The quote below is from the "Pink Sheets" and the OTC Bulletin Board.
These numbers represent an average. The Company's stock was thinly
traded in fiscal year ended August 31, 1995.
Bid High .01 Low .005
Ask High .10 Low .10
The Company has paid no dividends since its incorporation.
ITEM 6: SELECTED FINANCIAL DATA
The following information is derived from the consolidated financial
statements included elsewhere herein. All information presented below
should be read in conjunction with the Consolidated Financial Statements
and Notes included elsewhere in this Form 10K.
For Year Ended August 31 1995 1994 1993 1992 1991
Net Sales 0 0 0 0 0
Net Income (Loss) 0 (21,418) (17,650) (247,760) (19,456)
Earnings (Loss) per Share NIL 0 0 (.02) 0
Cash Dividends per Share 0 0 0 0 0
Total Assets 0 0 16,418 16,300 28,900
Long Term Notes Payable 0 0 0 0 0
Total Stockholders' Equity (8,000) (109,677) (93,269) (103,464)(199,762)
Balance of Page Left Blank Intentionally
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION RESULTS OF OPERATIONS
The information set forth in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" below includes "forward
looking statements" within the meaning of Section 27A of the Securities
Act, and is subject to the safe harbor created by that section.
Factors that could cause actual results to differ materially from these
contained in the forward looking statements are set forth in
"Management's Discussion and Analysis of Financial Condition and
Results of Operations".
Year Ended August 31, 1995 and 1994
The Company has no assets and has not engaged in any operational
activities during the past five years. At present, the Company has no
employees. The Company does not expect any changes unless the Company
concludes a merger or other business combination.
During the years ended August 31, 1995 and 1994, the Company had no
operations. The Company maintained its existence through contributions
from its shareholders to satisfy its general and administrative
expenses. As detailed on the accompanying consolidated statements of
cash flows, there were no significant adjustments between the net loss
and net change in cash.
Due to the nature of the Company's activities, the Company's prospects
for the future are dependent on a number of variables which cannot be
predicted. Generally, after identifying a potential business
opportunity, the Company could incur significant costs in evaluating the
desirability of an acquisition or other form of business combination.
Should the Company determine to proceed with the business combination,
the transaction costs could be significant. Thereafter, results of
operation would likely be materially affected by the business acquired
or merge with the Company.
The Company has continued its efforts to acquire, merge with or enter
into another form of business combination with another entity, and the
Company plans to continue these efforts in the future fiscal year. It
is presently unknown whether any transaction will be successfully
concluded.
Liquidity and Capital Resources
Year Ended August 31, 1995
The Company currently does not have adequate reserves to satisfy its
short term obligations. The Company is currently seeking private
placement funding to maintain its obligation until such time as its
operations can generate cash flow. No guarantee can be made that the
current development stage search for an operational business or private
funding will be successful. The Company is able to continue because the
major shareholders continue to cover administrative expenses. No
guarantee can be made that the major shareholders will continue to cover
these expenses.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION RESULTS OF OPERATIONS (Continued)
The Company considers it current cash and cash equivalent balances
inadequate to satisfy its cash requirements for the next twelve months.
Legal and accounting and other expenses required could increase
significantly in connection with any contemplated business combination.
The Company may not have the liquidity and capital resources to
consummate such business combination. Due to the nature of the
Company's present activities, however the Company is unable to predict
its likely expenditure for professional fees and other expenses. The
Company has no major capital commitments nor access to mechanisms to
fund working or operating capital, and there can be no assurance that
it will be successful in its efforts to raise additional capital to
maintain its plan of operation.
(Balance of Page Left Blank Intentionally)
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
Item 8-Financial Statements
Index to Consolidated Financial Statements
1995, 1994 and 1993 Consolidated Financial Statements:
Page
Report of Independent Certified Public Accountants 8
Balance Sheets as of August 31, 1995 and 1994 9
Statements of Operations for the Years Ended August 31,
1995, 1994 and 1993 10
Statements of Stockholders' Equity for the Years Ended
March 31, 1995, 1994 and 1993 11
Statements of Cash Flows for the Years Ended August 31,
1995, 1994 and 1993 12
Summary of Accounting Policies and Notes to Consolidated
Financial Statements 13-17
Schedules-
II Valuation and Qualifying Accounts 18
Mark Shelley CPA
110 S. Mesa Dr. #1
Mesa, AZ 85210
(602) 833-4054
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Merit Diversified International, Inc.
I have audited the accompanying balance sheet of Merit Diversified
International, Inc., a development stage company, as of August 31, 1995
and 1994 and the related statements of operations, stockholders' equity
and cash flows for the three years ended August 31, 1995. My
responsibility is to express an opinion on these financial statements
based on my audit. I did not audit the statements prior to the year
ended August 31, 1992. Other auditors audited those statements.
I have conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit
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. I believe
that my audit provides a reasonable for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Merit
Diversified International, Inc. as of August 31, 1995 and 1994 and the
results of their operations and their cash flows for the three years
ended August 31, 1995 in conformity with generally accepted accounting
principles.
Mark Shelley CPA
April 7, 1997
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
CONSOLIDATED BALANCE SHEETS
August 31, 1995 1994
Assets $ - $ -
Total Assets $ - $ -
Liabilities and Shareholders' Equity
Current liabilities
Accounts and taxes payable $ 8,000 $ 43,313
Notes payable - 66,364
Total current liabilities 8,000 109,677
Commitments and contingencies
Shareholders' Equity
Common Stock-no par value;
50,000,000 shares authorized,
23,225,554 and 49,825,554
issued and outstanding as of
1995 and 1994,
respectively 1,332,349 1,332,349
Additional paid-in capital 1,122,215 1,038,538
Accumulated deficit-accumulated
during the developmental stage (2,462,564 (2,462,564)
Total shareholders' equity (8,000) (109,677)
Total liabilities and
shareholders' equity $ - $ -
See Notes to Consolidated Financial Statements
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
Inception
Years Ended August 31, 1995 1994 1993 to 1995
Net revenue $ - $ - $ - $ -
Costs and expenses:
General and administrative - 5,000 30,745 2,244,147
Depreciation and amortization - - 400 6,200
Income (loss) from operations - (5,000) (31,145) (2,250,347)
Other income (expense):
Interest expense - - (7,075) (22,518)
Loss on sale of fixed assets - (918) - (918)
Loss on sale of investments - (15,500) - (269,800)
Income from debt adjustment - - 21,470 86,419
Total other income (expense) - (16,418) 14,395 (206,817)
Income before taxes
on income - (21,418) (16,750) (2,457,164)
Taxes on income - - 900 5,400
Net income (loss) - (21,418) (17,650) (2,462,564)
Net income (loss) per share nil 0.00 0.00
Weighted average number of shares
and share equivalents
outstanding 36,525,554 30,962,450 22,825,554
See Notes to Consolidated Financial Statements
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended August 31, 1994, 1993, and 1992:
Common Stock Paid in Accumulated Treasury Stockholders'
Shares Amount Capital (Deficit) Stock Equity
Balance, August 31,
1992
Purchase of
investment 540,000 - - - - -
Purchase of software
libraries 1,100,054 - - - - -
Stockholder contributions - - 27,845 - - 27,845
Net loss - - - (17,650) - (17,650)
Balance, August 31,
1993 22,825,554 1,318,349 1,033,528 (2,441,146) 4,000 (93,269)
Purchase of Phalanx
rights 27,000,000 - - - - - -
Contribution to paid-
in-capital - - 5,010 - - 5,010
Cancellation of
treasury shares - (4,000) - - (4,000) -
Net loss - - - (21,418) - (21,418)
Balance, August 31,
1994 49,825,554 1,314,349 1,038,538 (2,462,564) - (109,677)
Issuance of stock 400,000 18,000 - - - 18,000
Contribution to paid-
in-capital - - 83,677 - - 83,677
Rescission of Phalanx
shares (27,000,000) - - - - -
Net loss - - - - - -
Balance, August 31,
1995 23,225,554 $1,332,349 $1,122,215 ($2,462,564) - (8,000)
See Notes to Consolidated Financial Statements
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
Years ended August 31, 1995 1994 1993
Operating activities:
Net income (loss) $ $ (21,418) $ (17,650)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation expense - - 400
Loss on devaluation - 16,418 -
Changes in operating assets and
liabilities:
Accounts payable (40,323) 5,000 2,379
Cash provided by (used in)
operating activities 40,323) - (14,871)
Investing activities:
Net decrease in notes
payable (61,354) (5,010) (12,456)
Purchase of fixed assets - - (518)
Cash used in investing
activities (61,354) (5,010) (12,974)
Financing activities:
Net change in common stock 18,000 - -
Paid-in-capital 83,677 5,010 27,845
Cash provided by financing
activities 101,677 5,010 27,845
Net increase (decrease) in
cash and cash equivalents - - -
Cash and cash equivalents,
beginning of period - - -
Cash and cash equivalents,
end of period $ - $ - $ -
Significant non cash transactions
Fiscal year ended August 31, 1995:
Rescission of Phalanx shares
Fiscal year ended August 31, 1994:
Purchase of Phalanx rights for 27,000,000 shares of common stock
Fiscal year ended August 31, 1993:
Purchase of investment for 540,000 shares of common stock
Purchase of Software Libraries, Inc. for 1,000,000 shares of common stock
See Notes to Consolidated Financial Statements
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. General Company Information and Summary of Significant
Accounting Policies
The Company was organized August 23, 1983 in the State of Utah.
Initially the Company published and attempted to market a telephone
directory, but this operation was suspended in 1987 due to lack of
operating funds and revenues. Since 1988 the Company has made several
attempts to acquire and operate various businesses. These have proven
thus far to be unsuccessful. Note 2 below lists some of the attempted
acquisitions and the results. The Company continues to pursue a path of
merger with an operating business.
The Company has incurred significant losses since its inception and as
of August 31, 1995, has no source of revenue. The Company has no cash
and has maintained its existence and paid ongoing expenses through the
issuance of common stock.
The Company has been able to continue because major shareholders have
continued to invest in the Company to meet its expenses.
The Company is considered a development stage Company and will remain in
this status until operations begin. There can be no assurance that the
Company will be able to merge with an operating company, acquire an
ongoing business, or that the major shareholders will continue to pay
the expenses of the Company.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in
accordance with United States generally accepted accounting principles.
Property and Equipment
As of August 31, 1995 the Company had no fixed assets. Previously the
Company depreciated its fixed assets over their useful lives on a
straight line basis.
Development Stage Company
The Company has had no revenue or operations during the previous five
years and because of this has considered itself a development stage
company. It will remain in this status until such time as it initiates
or merges with operations of some kind. In the early years the Company
generated nominal revenue from the sale of its telephone directory.
These minimal revenues have been netted with general and administrative
expenses of those years.
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Net Loss Per Share
Loss per share is computed based on the average number of shares
outstanding during each year.
Revenue Recognition
The Company has had no revenue during the past five years.
Provision for Income Taxes
The provision for income taxes is the total of the current taxes
payable and the net of the change in the deferred income taxes.
Provision is made for deferred income taxes where differences exist
between the period in which transactions affect current taxable income
and the period in which they enter into the determination of net income
in the financial statements. The Company has a net operating loss carry
forward of approximately $2,000,000 available to offset future taxable
income. The last of the carry forward expires in 2009. No benefit has
been recorded on the face of the balance sheet for this benefit.
Note 2. Investments and Acquisitions
Marketable securities at August 31, 1992 and 1991 had an original cost
basis of $240,000. The stock is currently considered worthless.
Investments in 1992
Original Carrying Carrying
Basis Value as of Value as of
August 31, August 31,
1992 1994
Western Airlines (38% equity position) $80,000 $ - $ -
Publishing Companies 165,000 7,500 -
Art Works 24,000 8,000 -
Totals 269,000 15,500 -
Investments in 1991
Art Works 21,900 21,900 -
Distribution Rights 5,000 5,000 -
Total Investments in 1991 $26,000 $26,000 $ -
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Investment in Western Airlines 1992
The Company acquired a 38% interest in Western Airlines for
$80,000 cash paid for by a stockholder on behalf of the Company.
Currently Western Airlines is in bankruptcy and is not expected to come
out of bankruptcy in the near future.
Purchase of Phalanx, Ltd. Rights
In 1994 the Company purchased from Phalanx, Ltd., certain rights
to molds and designs of exclusive jewelry. These were purchased with
27,000,000 shares of the Company's common stock. Originally valued at
$270,000 this investment proved to be worthless. Major shareholders of
the Company sued for return of the shares. On February 9, 1995 the
Superior Court of the County of Maricopa, Arizona decided that the
27,000,000 shares were improperly given and denied those shares voting
rights. On March 23, 1995 a shareholders meeting was held where those
shares were rescinded and returned to the Company.
Proposed Merger
As part of a proposed merger the Company issued 1,250,000 shares
to various parties for consulting. This merger was not successful,
however the shares of stock for consulting are still outstanding.
Note 3. Related Party Transactions
The Company has been able to continue in existence and to remove most of
its debts because some of the major shareholders have continued to
cover the administrative expenses and to pay outstanding debts. There
is no guarantee that these shareholders will continue to fund the
Company.
There are no outstanding obligations due to or from related parties as
of August 31, 1995.
Balance of Page Left Blank Intentionally
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Notes Payable
8/31/95 8/31/94 8/31/93
Hanson - $10,354 $10,354
10% annual interest, $150 monthly payment
secured by 533,670 shares of Merit common stock,
also secured by personal guarantee of Alfred
Cassidy
Wurtz - 33,000 33,000
10% annual interest, secured by 162,000 shares of
Merit common stock, also secured by personal
guarantee of Alfred Cassidy
Eureka Federal Savings - 5,010 5,010
amount based on a suit filed 10/1/86 in California,
settled in 9/93 for $5,010
Jackson, Private Note - 18,000 18,000
Total - $66,364 $66,364
Note 5. Commitments and Contingencies
The Company has no commitments or contingencies as of August 31, 1995
except for its outstanding debt as noted on the balance sheet.
Note 6. Going Concern
The Company has incurred significant losses since its inception and as
of the August 31, 1995 had no source of revenue. The Company also had
no cash and has paid for all of its ongoing expenses with the issuance
of its common stock.
The Company has been able to continue because the major stockholders
have been willing to continually invest in the Company to cover
expenses. The Company is to be considered a development stage company
and will remain in this status until operations have been established.
No guarantee can be made that the Company will be able to merge with an
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
operational company or that the major stockholders will continue to pay
the expenses of the Company. As of August 31, 1994 and 1995, the
Company had no assets.
Due to the nature of the Company's activities, the Company's prospects
for the future are dependent on a number of variables which cannot be
predicted. Generally, after identifying a potential business
opportunity, the Company could incur significant costs in evaluating the
desirability of an acquisition or other form of business combination.
Should the Company determine to proceed with the business combination,
the transaction costs could be significant. Thereafter, results of
operation would likely be materially affected by the business acquired
or merge with the Company.
Note 7. Subsequent Events
The Company is currently seeking additional funding through debt and
equity financing. The Company is also seeking a suitable merger
candidate. No guarantees can be made that the Company will be
successful in its attempts to obtain funding or acquire or start an
operational business.
In February 1997 major stockholders contributed $8,000 to pay old
payable.
In April 1996, the Company approved a 20 to 1 reverse stock split.
Subsequent to the stock split, the Company approved the issuance of
13,000,000 shares of common stock to NEAT Inc., a Nevada corporation,
with the intent of marketing a certain new technology and combining both
companies. There can be no assurance that the potential combination or
marketing plan will be successful.
(Balance of Page Left Blank Intentionally)
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS
NONE
Balance of Page Left Blank Intentionally
ITEM 9: CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The officers and directors of the Company were the following:
Name Age Title
Alfred Cassidy 83 Chairman/President
George Jackson 80 Vice President/Director
Gary Cassidy 65 Secretary/Treasurer/Director
Alfred Cassidy is retired and is a private investor.
George Jackson is retired and is a private investor.
Gary Cassidy is retired and is a private investor.
ITEM 11: EXECUTIVE COMPENSATION
No officer or director receives compensation for services rendered
except that the directors are authorized to receive 100 shares of R-144
Company stock for each directors meeting that they attend. No such
stock has been issued.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
As of August 31, 1995 the following were beneficial owners of more
than five percent of the Company's common stock.
Stock Name and Address Ownership %
Common Alfred H. Cassidy 10,712,860 46
25 Poncetta Dr. #307
Daley City, CA 94015
Total as a Group 10,712,860 46
The table below sets forth those directors and officers who own
shares of Company stock.
Common Alfred H. Cassidy 10,712,860 46
25 Poncetta Dr. #307
Daley City, CA 94015
Common George Jackson 740,080 3
25 Poncetta Dr. #307
Daley City, CA 94015
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No director of officer, directly or indirectly, is indebted to the
Company in an amount in excess of $60,000 as of the close of the fiscal
year August 31, 1995.
ITEM 14: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
a. Audited financial statements.
b. Shareholders meeting dated March 23, 1995.
c. Board of Directors meeting dated March 23, 1995.
Balance of Page Left Blank Intentionally
SIGNATURES
The signature below is that of Mr. Michael. Neri. Mr. Neri did not
become involved with the Company until April 1996. Mr. Neri disclaims
any knowledge or liability for any transaction prior to this time. Mr.
Neri signs below as a current officer and director. The actual officers
and directors were not available to sign.
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly
authorized.
Merit Diversified International, Inc.
(registrant)
_____________/S/_____________________
Michael Neri, Chief Accountant
Dated: April 10, 1997
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 hereunto duly authorized.
Signature Title Date
_____________/S/_________
Michael Neri Chief Accountant