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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, 1996
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 942,423 shares held by non-affiliates. The average bid and ask price for
the period covered by this Form 10-K was $1.125 per share. Using this
value of $1.125 per share, the aggregate market value is estimated at
$1,060,226. Number of common shares, without par value, outstanding as
of August 31, 1996 was 16,209,316.
MERIT DIVERSIFIED INTERNATIONAL, INC.
FORM 10-K
FISCAL YEAR ENDED AUGUST 31, 1996
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
Merit Diversified International, Inc. ("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
The Company was incorporated in the State of Utah in 1983,
subsequently reincorporating in the State of Nevada. 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.
In April 1996, the Company approved a 20 to 1 reverse stock split.
Subsequent to the stock split, the Company approved a merger with a
company, NEAT, Inc., a Nevada corporation, through the issuance of
13,000,000 shares of common stock, with the intent of marketing a
certain new technology and combining the companies. Both parties
chose not to continue the merger, however NEAT, Inc. intends to
infuse new technology and business operations into the Company.
During February 1997, NEAT, Inc. returned 13,000,000 shares to the
Company. There is no assurance that the potential business will be
successful or placed into operation by the Company.
As of August 31, 1996, 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
None
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, 1996.
Bid High .25 Low .25
Ask High 2.25 Low 1.75
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 1996 1995 1994 1993 1992
Net Sales 0 0 0 0 0
Net Income (Loss) 0 0 (21,418) (17,650) (247,760)
Earnings (Loss) per Share NIL NIL 0 0 (.02)
Cash Dividends per Share 0 0 0 0 0
Total Assets 0 0 0 16,418 16,300
Long Term Notes Payable 0 0 0 0 0
Total Stockholders' Equity (8,000) (8,000) (109,677) (93,269) (103,464)
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, 1996 and 1995
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, 1996 and 1995, 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, 1996
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
1996, 1995 and 1994 Consolidated Financial Statements:
Page
Report of Independent Certified Public Accountants 8
Balance Sheets as of August 31, 1996 and 1995 9
Statements of Operations for the Years Ended August 31,
1996, 1995 and 1994 10
Statements of Stockholders' Equity for the Years Ended
March 31, 1996, 1995 and 1994 11
Statements of Cash Flows for the Years Ended August 31,
1996, 1995 and 1994 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,
1996 and 1995 and the related statements of operations,
stockholders' equity and cash flows for the three years ended August
31, 1996. 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, 1996 and 1995 and
the results of their operations and their cash flows for the three
years ended August 31, 1996 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, 1996 1995
Assets $ - $ -
Total Assets $ - $ -
Liabilities and Shareholders' Equity
Current liabilities
Accounts and taxes payable $ 8,000 $ 8,000
Total current liabilities 8,000 8,000
Commitments and contingencies
Shareholders' Equity
Common Stock-no par value;
50,000,000 shares authorized,
16,209,316 and 23,225,554
issued and outstanding as of
1996 and 1995,
respectively 1,332,349 1,332,349
Additional paid-in capital 1,122,215 1,122,215
Accumulated deficit-accumulated
during the developmental stage (2,462,564) (2,462,564)
Total shareholders' equity (8,000) (8,000)
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, 1996 1995 1994 to 1995
Net revenue $ - $ - $ - $ -
Costs and expenses:
General and administrative - - 5,000 2,244,147
Depreciation and amortization - - - 6,200
Income (loss) from operations - - (5,000) (2,250,347)
Other income (expense):
Interest expense - - - (22,518)
Loss on sale of fixed assets - - (918) (918)
Loss on sale of investments - - (15,500) (269,800)
Income from debt adjustment - - - 86,419
Total other income (expense) - - (16,418) (206,817)
Income before taxes
on income - - (21,418) (2,457,164)
Taxes on income - - - 5,400
Net income (loss) - - (21,418) (2,462,564)
Net income (loss) per share nil nil 0.00
Weighted average number of shares
and share equivalents
outstanding 19,717,435 36,525,554 30,962,450
See Notes to Consolidated Financial Statements
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended August 31, 1995, 1994, and 1993:
Common Stock Paid in Accumulated Treasury Stockholders'
Shares Amount Capital (Deficit) Stock Equity
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)
Purchase of consulting 25,000,000
Reverse stock split (45,814,276)
Purchase of stock 13,000,000
Purchase of consulting 798,038
Net loss -
Balance, August 31,
1996 16,209,316 $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, 1996 1995 1994
Operating activities:
Net income (loss) $ - $ - $ (21,418)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation expense - - -
Loss on devaluation - - 16,418
Changes in operating assets and
liabilities:
Accounts payable - (40,323) 5,000
Cash provided by (used in)
operating activities - (40,323) -
Investing activities:
Net decrease in notes payable - (61,354) (5,010)
Purchase of fixed assets - - -
Cash used in investing activities - (61,354) (5,010)
Financing activities:
Net change in common stock - 18,000 -
Paid-in-capital - 83,677 5,010
Cash provided by financing
activities - 101,677 5,010
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, 1996:
Reverse stock split 20 to 1
Issuance of 13,000,000 common shares to NEAT, Inc.
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
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, 1996, 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, 1996 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, 1996.
Balance of Page Left Blank Intentionally
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Notes Payable
8/31/96 8/31/95 8/31/94
Hanson - - $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
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
amount based on a suit filed 10/1/86 in California,
settled in 9/93 for $5,010
Jackson, Private Note - - 18,000
Total - - 66,364
Note 5. Commitments and Contingencies
The Company has no commitments or contingencies as of August 31, 1996
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, 1996 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 operational company
MERIT DIVERSIFIED INTERNATIONAL, INC.
(A Developmental Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
or that the major stockholders will continue to pay the expenses of
the Company. As of August 31, 1995 and 1996, 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.
(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
Mike Neri 47 President/Sec./Treasurer/Director
Mike Neri is a mechanical engineer who speaks four languages.
Currently he is Vice President of N.E.A.T. Inc..
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, 1996 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 1,016,893 6
25 Poncetta Dr. #307
Daley City, CA 94015
Common N.E.A.T. Inc. 13,000,000 80
850 South Boulder Hwy.
Suite 300
Henderson, NV 89015
Common New World Equities 1,250,000 8
Total as a Group 15,266,893 94
The table below sets forth those directors and officers who own
shares of Company stock.
Common Mike Neri 1,000,000 5
25320 Bellanca Way
Torrance, CA 90505
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, 1996.
ITEM 14: EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS
a. Audited financial statements.
b. Reverse split amendment.
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