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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2002

OR

For the transition period from                                  to                                 

Commission file number 000-24594

MEREDITH ENTERPRISES, INC.

(formerly West Coast Realty Investors, Inc.)

(Exact name of registrant as specified in its charter)

3000 SAND HILL ROAD BUILDING 2, SUITE 120

MENLO PARK, CALIFORNIA 94025

(Address of principal executive offices) (Zip Code)

(650) 233-7140

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports 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  þ  No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

The aggregate market value of voting and non-voting common equity of the registrant’s common stock held by non-affiliates was $9,748,940 as of March 14, 2003.

As of March 14, 2003, there were 975,298 shares of the registrant’s common stock outstanding.

Documents incorporated by reference: None

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MEREDITH ENTERPRISES, INC.

(formerly West Coast Realty Investors, Inc.)

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

TABLE OF CONTENTS

As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “we,” “us,” or “the Company” and “our” refer to Meredith Enterprises, Inc., a Delaware corporation, formerly West Coast Realty Investors, Inc.

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PART I

ITEM 1.    BUSINESS

Special Note Regarding Forward-Looking Statements

This annual report contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are identified by words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates,” or “anticipates” or in their negative form or other variations, or by discussions of strategy, plans or intentions. Forward-looking statements are based on assumptions, data or methods that may be incorrect, imprecise or incapable of being realized. These statements include our statements of this nature concerning the following:

These statements are subject to risks and uncertainties that could cause actual results and events to differ materially. For a detailed discussion of these risks and uncertainties, see “Risk Factors” at the end of this Item 1. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this annual report.

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Overview

Meredith Enterprises, Inc. (formerly West Coast Realty Investors, Inc.) is a real estate company engaged in acquiring, owning and managing, suburban office, retail shopping center and light industrial properties. We were originally incorporated in 1989 under the laws of the State of Delaware. We have elected to be taxed as a real estate investment trust, or “REIT,” for federal income tax purposes, which requires, among a number of other organizational and operational requirements, that we distribute at least 90% of our taxable income (excluding capital gains) to our stockholders. From inception to March 31, 2002, West Coast Realty Advisors, Inc. advised us and West Coast Realty Management, Inc. managed our properties. Each of these companies is a wholly owned subsidiary of Associated Financial Group, Inc., and we sometimes refer to them together in this annual report as the “Advisor.” Since March 31, 2002, we have been self-managed and self-administered.

At December 31, 2002, we had a real estate portfolio of 14 properties, including:

All of our properties are located in California and Georgia.

Our executive offices are located at 3000 Sand Hill Road Building 2, Suite 120, Menlo Park, California 94025, and our telephone number is (650) 233-7140.

Business Strategies

Our business objective is to increase stockholders’ long-term total return through dividends and the appreciation in value of our common stock.

We seek to grow our asset base through (1) the acquisition of suburban office, retail shopping center and light industrial properties, (2) the acquisition of portfolios of similar properties, and (3) the rehabilitation and repositioning of suburban office, retail shopping center and light industrial properties. Our strategy is to operate in markets that demonstrate superior economic growth while restrained by entitlement limitations of similar properties. We intend to continue to target selected California and Southeastern markets where assets are currently owned, and we can benefit from our real estate expertise and access to superior properties introduced by high quality brokers. Specific strategies include:

Significant Recent Events

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Significant Events During 2002

Significant Events During 2001

Significant Events During 2000

In April and June 2000, we sold the Huntington Beach, CA (OPTO-22) and the Fremont, CA properties, respectively. We realized a total gain of $2,154,727.

Industry Segments

We have one reportable segment—real estate. We do not have foreign operations and our business is not seasonal. Statement of Financial Accounting Standard No. 131 (“SFAS 131”) establishes standards for the

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way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports issued to stockholders. See “Notes to Consolidated Financial Statements” which are part of this annual report, for further discussion.

Insurance

We carry comprehensive general liability, fire, extended coverage and rental loss insurance on all of our properties, with policy specifications, insured limits and deductibles customarily carried for similar properties. We intend to carry similar insurance with respect to our properties under construction, but with appropriate exceptions given the nature of these properties.

The Terrorism Risk Insurance Act of 2002 was signed into law on November 26, 2002. The law provides that losses resulting from certified acts of terrorism will be partially reimbursed by the United States after the insurance company providing coverage pays a statutory deductible. The law also requires that the insurance company offer coverage for terrorist acts for an additional premium. Our policies in effect during 2002 did not exclude coverage for terrorist acts and we paid no additional premium for coverage under the Terrorism Risk Insurance Act of 2002, although we may pay additional amounts in the future for such coverage.

We believe that our properties are adequately covered by insurance. There are, however, some types of losses (such as losses arising from civil unrest, or acts of war) that are not generally insured because they are either uninsurable or not economically insurable. We do not carry flood and earthquake insurance for our properties, nor do we carry insurance coverage for environmental liabilities. If an uninsured loss or a loss in excess of insured limits occurs, we could lose our capital invested in a property, as well as the anticipated future revenues from the property, and we would continue to be obligated on any mortgage indebtedness or other obligations related to the property. Any loss of that kind would adversely affect us.

Our Policies for Investment, Financing, and Conflicts of Interest

Our bylaws do not restrict the types of transactions that we may enter into and do not restrict transactions between affiliates and the company. Our investment policies, financing policies and conflict of interest policies are set by our board of directors. The board has adopted the policies summarized below. Our board may amend or revise them from time to time, however, without a vote of our stockholders, except that

Investment Policies

Investments in Real Estate or Interests in Real Estate.    Our business objective is to increase stockholders’ long-term total return through increases in the dividend and the appreciation in value of our common stock. We seek to grow our asset base through:

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We intend to operate in markets that are experiencing economic growth while restrained by entitlement limitations of similar properties.

We also intend to maximize our value to our stockholders by increasing cash flow by:

Our October 2002 acquisition of the Northlake Festival Shopping Center in Atlanta, Georgia represented a change in our business focus, which had previously been to acquire, own and manage suburban office, retail shopping center and light industrial properties in California.

Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers.    We also may invest in securities of other entities engaged in real estate activities or invest in securities of other issuers, including investments for the purpose of exercising control over those entities. We may acquire all or substantially all of the securities or assets of other REITs or similar entities where those investments would be consistent with our investment policies. We do not currently intend to invest in the securities of other issuers, and federal tax laws place restrictions on such ownership by a REIT. In making any of the investments described in this paragraph we intend to comply with the percentage of ownership limitations and gross income tests necessary for REIT qualification under the Internal Revenue Code. Also, we will not make any investments if the proposed investment would cause us to be an “investment company” under the Investment Company Act of 1940.

No Investments in Mortgages.    We do not own any mortgages and do not currently intend to invest in mortgages or to engage in originating, servicing or warehousing mortgages.

Financing Policies

Our organizational documents do not limit the amount of debt we may incur. We have adopted a policy that we shall not incur any additional liabilities if, after giving effect to the additional liabilities, total liabilities would exceed 65% of what the board of directors believes is the fair market value of our total portfolio. Fair market value for this purpose may differ from the amounts reported on our December 31, 2002 financial statements prepared under generally accepted accounting principles because the financial statements reduce the value of the assets by accumulated depreciation and do not record any appreciation in value above the cost of the property. We may, however, from time to time re-evaluate our

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borrowing policies in light of then current economic conditions, relative costs of debt and equity capital, market value of our real estate assets, growth and acquisition opportunities and other factors. If we decide to change this policy to increase the percentage of debt we incur, we will implement the change only after we seek and obtain the approval of the holders of a majority in voting power of our outstanding shares. Modification of this policy may adversely affect the interests of our stockholders.

To the extent that the board of directors determines to seek additional capital, we may raise capital through additional equity offerings, debt financing or retention of cash flow or a combination of these methods. Our retention of cash flow is subject to provisions in the Internal Revenue Code requiring a REIT to distribute a specified percentage of taxable income, and we must also take into account taxes that would be imposed on undistributed taxable income.

We have not established any limit on the number or amount of mortgages on any single property or on our portfolio as a whole.

Conflict of Interest Policies

Our board of directors is subject to provisions of Delaware law that are designed to eliminate or minimize potential conflicts of interest. We can give no assurances, however, that these policies will always eliminate the influence of those conflicts. If these policies are not successful, the board could make decisions that might fail to reflect fully the interests of all stockholders.

Under Delaware law, a director may not misappropriate corporate opportunities that he or she learns of solely by serving as a member of the board of directors. In addition, under Delaware law, no contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee which authorizes the contract or transaction, or solely because any such director’s or officer’s votes are counted for such purpose, if:

Our board of directors has adopted a policy that all conflicting interest transactions must be authorized by a majority of the disinterested directors, but only if there are at least two directors who are disinterested with respect to the matter at issue.

Our bylaws contain a provision providing in summary as follows: Any director, affiliate, officer, employee or agent of the company may acquire, own, hold, and dispose of shares of the company’s capital stock for his individual account, and may exercise all rights of a stockholder to the same extent and in the same manner as if he were not a director, officer, employee, or agent of the company. Any director, affiliate,

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officer, employee, or agent of the company may have personal business interests and may engage in personal business activities. These interests and activities may include the acquisition, syndication, holding, management, operation or disposition, for his own account or for the account of others, of interests in mortgages, interests in real property including, but not limited to, real property investments presented to and rejected by the company, or interests in persons engaged in the real estate business. Any director, officer, employee, or agent of the company may (a) be interested as director, officer, director, stockholder, partner, member, advisor, or employee of or otherwise have a direct or indirect interest in any person who may be engaged to render advice or services to the company, and (b) receive compensation from that person as well as compensation as director, affiliate, officer, or otherwise from the company. None of these activities shall be deemed to conflict with his duties and powers as director, officer, employee, or agent. Any director, affiliate, officer, employee, or agent of the company may engage with or for others in business activities of types conducted by the company and shall not have any obligation to present to the company any investment opportunities which come to them other than in their capacities as directors, officers, employees, or agents, regardless of whether those opportunities are within the company’s investment policies. Notwithstanding the foregoing, each director must disclose to the company any interest he has in any investment opportunity presented to the company and any interest he knows to be held by any person of which he is an affiliate.

Other Policies

We have authority to offer our securities and to repurchase and otherwise reacquire our securities, and we may engage in those activities in the future. We may also make loans to joint ventures in which we participate to meet working capital needs. We have not engaged in trading, underwriting, agency distribution or sale of securities of other issuers, and we do not intend to do so. We intend to make investments in a manner so that we will not be treated as an investment company under the Investment Company Act of 1940.

At all times, we intend to make investments in a manner to be consistent with the requirements of the Internal Revenue Code for us to qualify as a REIT unless, because of changing circumstances or changes in the Internal Revenue Code or in applicable regulations, the board of directors decides that it is no longer in our best interests to qualify as a REIT and obtains the necessary approval of the holders of a majority in voting power of the outstanding shares of our capital stock at a meeting of stockholders called for that purpose.

Competition

The real estate business is highly competitive. Our properties compete for tenants with similar properties located in the same markets primarily on the basis of location, rent charged, suitability, services provided and the design and condition of improvements. This competition could harm our ability to lease our properties and could negatively affect the rents we charge. We also compete with other real estate investors for real estate investment opportunities. These real estate investors may include other REITs, life insurance companies, pension trusts, trust funds, partnerships and individual investors, many of whom have greater resources than we do. This competition could negatively affect our ability to expand our property portfolio with desirable properties.

Employees

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As of December 31, 2002, we had four employees. None of these employees is covered by collective bargaining agreements.

Tax Status

We believe we are organized and operate so as to qualify as a real estate investment trust, or REIT, under Sections 856-860 of the Internal Revenue Code of 1986, as amended. We have elected to be taxed as a REIT for federal income tax purposes, which requires, among a number of other organizational and operational requirements, that we distribute at least 90% of our taxable income (excluding capital gains) to our stockholders. If we fail to qualify as a REIT, our taxable income may be subject to income tax at regular corporate rates.

Investment Properties

See Items 2, 7 and 8 in this annual report for a description of our individual properties and significant developments during the year with respect to these properties. See Item 15 (d), Schedule III (Real Estate and Accumulated Depreciation), for additional information about our properties, including locations, cost and encumbrances.

RISK FACTORS

Stockholders should carefully consider the risks described below. These risks are not the only ones we face. Additional risks not presently known to us or that we currently consider immaterial may also materially impair our business operations and hinder our ability to make expected distributions to our stockholders.

Risks Due to Investment in Real Estate

Decreased yields from an investment in real property may result from factors that may cause a decrease in revenues or values or an increase in operating expenses.

Real property investments are subject to varying degrees of risk. The yields available from equity investments in real estate depend upon the amount of revenues generated and expenses incurred. If our properties do not generate revenues sufficient to meet operating expenses, debt service and capital expenditures, our results of operations and ability to make distributions to stockholders and to pay amounts due on our debt will be adversely affected. The performance of the economy in each of the areas in which the properties are located can affect occupancy, market rental rates and expenses, which in turn can affect the revenues from the properties and their underlying values. The financial results of major local employers may also affect the revenues and value of some properties. Other factors include:

Our tenants may go bankrupt.

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Our tenants may file for bankruptcy protection or become insolvent in the future. Currently, one of our tenants and the parent company of another tenant have filed for bankruptcy protection. In addition, another tenant has not paid rent since November 2002. We cannot evict a tenant solely because of its bankruptcy. A court might authorize the tenant to reject and terminate its lease with us. In that case, our claim against the bankrupt tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease, and, even so, our claim for unpaid rent would likely not be paid in full.

Our tenants may not renew their leases.

We cannot predict whether current tenants will renew their leases upon the expiration of their terms or whether current tenants will attempt to terminate their leases before they expire. Because the tenants in our Irvine, CA and Tustin, CA properties are not fully using the properties for their operations, and they may be less likely to re-lease the properties when the leases expire or may re-lease a smaller space. Further, the leases for our Sacramento, CA (Horn Road) and Chino, CA properties expire in the first half of 2003. The tenant of the Chino, CA property has advised us that it will not renew its lease. If we are unable to promptly re-lease or renew the leases for significant vacant properties, or if the rental rates upon such renewal or re-leasing are significantly lower than expected rates, then our ability to make expected distributions to stockholders and to pay amounts due on our debt may be adversely affected.

We may be unable to lease vacant space in our properties.

To lease vacant space, we may need to pay substantial leasing commissions and renovation costs. We may acquire properties that are not fully leased, and the cash flow from existing operations may be insufficient to pay the operating expenses and debt service associated with that property until the property is fully leased. Operating costs, including real estate taxes, insurance and maintenance costs, and mortgage payments, if any, do not, in general, decline when circumstances cause a reduction in income from a property from a vacancy or other reason. In addition, as many of our leases are “triple-net”, that make the tenant responsible for property taxes, insurance and maintenance, we, and not the tenant would bear such costs, once the tenant no longer leases the property for any reason. We could sustain a loss as a result of foreclosure on the property if a property is mortgaged to secure payment of indebtedness and we were unable to meet our mortgage payments. As a result, our ability to make distributions to our stockholders could be adversely affected.

Investments in newly acquired properties may not perform as we expect.

In the normal course of business, we typically evaluate potential acquisitions, enter into non-binding letters of intent, and may, at any time, enter into contracts to acquire and may acquire additional properties. We can give no assurance, however, that we will have the financial resources to make suitable acquisitions or that properties that satisfy our investment policies will be available for acquisition. The acquisition of property entails risks that investments will fail to perform in accordance with expectations. Those risks may include financing not being available on favorable terms or at all. Estimates of the costs of improvements to bring an acquired property up to standards established for the market position intended for that property might prove inaccurate. Although we evaluate the physical condition of each new property before we acquire it, we may not detect some defects or necessary repairs until after we acquire the property. This could significantly increase our total acquisition cost, which could have a material adverse effect on us and our ability to make distributions to stockholders and pay amounts due on our debt.

The value of our property interests depends on conditions beyond our control.

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General and local economic conditions, neighborhood values, competitive overbuilding, weather, casualty losses and other factors beyond our control may adversely affect real property income and capital appreciation. For example, the U.S. economy is currently performing poorly, which may negatively impact property values. We are unable to determine the effect, if any, the performance of the worldwide or U.S. economy will have on us or on the value of our common stock.

The lack of liquidity of real estate may reduce economic returns to investors.

Because real estate investments are relatively illiquid, our ability to adjust our portfolio in response to changes in economic or other conditions is somewhat limited. Additionally, the Internal Revenue Code places certain limits on the number of properties a REIT may sell without adverse tax consequences. To effect our current operating strategy, we will seek to raise funds, both through outside financing and through the orderly disposition of assets that no longer meet our investment criteria. Depending upon interest rates, current acquisition opportunities and other factors, generally we will reinvest the proceeds in suburban office, retail shopping center and light industrial properties, although such funds may be employed in other uses.

The risk that we may be unable to reinvest in attractive properties may affect our returns to stockholders.

In the markets we have targeted for future acquisition of properties, there is considerable buying competition from other real estate companies, many of whom may have greater resources, experience or expertise than we do. In many cases, this competition for acquisition properties has resulted in an increase in property prices and a corresponding decrease in property yields. We can give no assurances that we can reinvest the proceeds realized from the disposition of assets into new assets that will produce economic returns comparable to those being realized from the properties disposed of, or that we will be able to acquire properties meeting our investment criteria. To the extent that we are unable to reinvest those proceeds, or if the properties we acquire with those proceeds produce a lower rate of return than the properties disposed of, those results may have a material adverse effect on us.

If we are unable to reinvest sales or refinancing proceeds as quickly as we expect, our returns to stockholders may be adversely affected.

A delay in reinvestment of sales or refinancing proceeds may have a material adverse effect on us. We may seek to structure future dispositions as tax-free exchanges, where appropriate, using the non-recognition provisions of Section 1031 of the Internal Revenue Code to defer income taxation on the disposition of the exchanged property. For an exchange to qualify for tax-free treatment under Section 1031 of the Internal Revenue Code, we must meet certain technical requirements. Given the competition for properties meeting our investment criteria, it may be difficult for us to identify suitable properties within the required time frames to meet the requirements of Section 1031.

Substantial competition among properties and real estate companies may adversely affect our rental revenues and acquisition opportunities.

All of our properties are located in developed areas where we face substantial competition from other properties and from other real estate companies who may develop or renovate competing properties. The number of competitive properties and real estate companies could have a material adverse effect on our ability to rent our properties, the rents we charge and our acquisition opportunities. The activities of these competitors could cause us to pay a higher price for a new property than we otherwise would have paid or

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may prevent us from purchasing a desired property at all, which could have a material adverse effect on us and our ability to make distributions to stockholders and to pay amounts due on our debt.

Our geographic concentration of properties in California and Georgia may adversely affect us.

Our portfolio is located entirely in California and Georgia. Economic conditions in, and other factors relating to, California and Georgia, including supply and demand for properties, zoning and other regulatory conditions and competition from other properties, could adversely affect our performance. In that regard, these regions have in the past experienced economic recessions and depressed conditions in the local real estate markets. To the extent general economic or social conditions in any of these areas deteriorate or any of these areas experiences natural disasters, the value of the portfolio, our results of operations and our ability to make distributions to stockholders and to pay amounts due on our debt could be materially adversely affected.

We depend on single tenants in many of our properties.

Many of our properties are leased to a single tenant, and some of these single tenant properties are individually significant to our total revenue. In the twelve months ended December 31, 2002, four tenants accounted for 15%, 13%, 12% and 10%, respectively, of our total rental revenue, including discontinued operations. The tenant may attempt to terminate the lease before its scheduled term, or we may be unable to renew the lease with the tenant. In that event, we may be unable to re-lease the space to another anchor tenant of similar or better quality upon expiration of the current lease on similar or better terms, and we could experience material adverse consequences such as higher vacancy, re-leasing on less favorable economic terms, reduced net income and reduced funds from operations. Similarly, if one or more of our single tenants goes bankrupt, we could experience material adverse consequences like those described above. There can be no assurance that our sole tenants will renew their leases when they expire or will be willing to renew on similar economic terms.

Construction and development risks could adversely affect our profitability.

We currently are renovating some of our properties and may in the future renovate or build other properties, including tenant improvements required under leases. Further, on March 26, 2003, we acquired undeveloped land and intend to build a 30,000 square foot shopping center on the land. We may incur renovation or development costs for a property that exceed our original estimates due to increased costs for materials or labor or other costs that are unexpected. We also may be unable to complete renovation or development of a property on schedule, which could result in increased debt service expense or construction costs and loss of rents until the property is ready for occupancy. Additionally, the time required to recoup our renovation and construction costs and to realize a return on such costs can often be lengthy.

We may be unable to implement our growth strategy and may fail to identify, acquire or integrate new acquisitions.

Our future growth will be dependent upon a number of factors, including our ability to identify acceptable properties for acquisition, complete acquisitions on favorable terms, successfully integrate acquired properties and obtain financing to support expansion. We can give no assurances that we will be successful in implementing our growth strategy, that growth will indeed occur at all or that any expansion will improve operating results. The failure to identify, acquire and integrate new properties effectively could have a material adverse affect on us and our ability to make distributions to stockholders and to pay amounts due on our debt. We intend to acquire properties that meet our investment criteria. Acquisitions of properties entail risks that investments will fail to perform in accordance with expectations. Estimates of

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the costs of improvements to bring an acquired property up to standards established for the market position intended for that property may prove inaccurate.

We may suffer uninsured and underinsured losses, and our insurance coverage may be limited.

We carry (or require our tenants to carry) liability, fire, extended coverage and rental loss insurance on our properties. This insurance has policy specifications, limits and deductibles. We do not carry flood and earthquake insurance for our properties. In addition, some types of extraordinary losses (such as those resulting from civil unrest or acts of war) are not generally insured (or fully insured against) because they are either uninsurable or not economically insurable. In addition, we do not carry insurance coverage for environmental liabilities. If an uninsured or underinsured loss occurs to a property, we could be required to use our own funds for restoration or lose all or part of our investment in, and anticipated revenues from, the property and would continue to be obligated on any mortgage indebtedness on the property. Any loss of that nature could have a material adverse effect on us and our ability to make distributions to stockholders and pay amounts due on our debt.

Adverse changes in laws may affect our potential liability relating to the properties and our operations.

Increases in real estate taxes and income, service and transfer taxes cannot always be passed through to tenants in the form of higher rents (or charges on triple-net leases), and may adversely affect our cash available for distribution and our ability to make distributions to stockholders and to pay amounts due on our debt. Similarly, changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions, as well as changes in laws affecting construction and safety requirements, may result in significant unanticipated expenditures, which could have a material adverse effect on us and our ability to make distributions to stockholders and pay amounts due on our debt.

Compliance with laws benefiting disabled persons may increase our costs and adversely affect our performance.

A number of federal, state and local laws (including the Americans with Disabilities Act) and regulations may require modifications to existing buildings or restrict certain renovations by requiring improved access to such buildings by disabled persons and may require other structural features that add to the cost of buildings under construction. Legislation or regulations adopted in the future may impose further burdens or restrictions on us with respect to improved access by disabled persons. The costs of compliance with these laws and regulations may be substantial, and restrictions on construction or completion of renovations may limit implementation of our investment strategy in certain instances or reduce overall returns on our investments, which could have a material adverse effect on us and our ability to make distributions to stockholders and to pay amounts due on our debt.

We may have liability under environmental laws.

Under federal, state and local environmental laws, ordinances and regulations, we may be required to investigate and clean up the effects of releases of hazardous or toxic substances or petroleum products at our properties, regardless of our knowledge or responsibility, simply because of our current or past ownership or operation of the real estate. Thus, we may have liability with respect to properties we have already sold. If unidentified environmental problems arise, we may have to take extensive measures to

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remediate the problems, which could adversely affect our cash flow and our ability to make distributions to our stockholders because:

These costs could be substantial and in extreme cases could exceed the value of the contaminated property. The presence of hazardous or toxic substances or petroleum products and the failure to properly remediate that contamination may materially and adversely affect our ability to borrow against, sell or rent an affected property. In addition, applicable environmental laws create liens on contaminated sites in favor of the government for damages and costs it incurs in connection with a contamination.

We face particular environmental risks related to asbestos.

Environmental laws also govern the presence, maintenance and removal of asbestos. Those laws require that owners or operators of buildings containing asbestos:

Those laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow others to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers. Some of our properties are located in urban, industrial and previously developed areas where fill or current or historic industrial uses of the areas have caused site contamination.

Recently, there has been an increasing number of lawsuits against owners and managers of properties alleging personal injury and property damage caused by the presence of mold in real estate. Some of these lawsuits have resulted in substantial monetary judgments or settlements. Our insurance policy presently in effect does not exclude mold related claims; however, we cannot assure you we will be able to obtain coverage in the future for such claims or at a commercially reasonable price. The presence of significant mold could expose us to liability from tenants and others if property damage, health concerns, or allegations thereof, arise.

Our environmental due diligence may be inadequate.

Our policy is to retain independent environmental consultants to conduct Phase I environmental site assessments and asbestos surveys of properties we intend to acquire. These assessments generally include a visual inspection of the properties and the surrounding areas, an examination of current and historical uses of the properties and the surrounding areas and a review of relevant state, federal and historical documents, but they do not involve invasive techniques such as soil and ground water sampling. Where appropriate, on a property-by-property basis, our practice is to have these consultants conduct additional

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testing, including sampling for asbestos, for lead in drinking water, for soil contamination where underground storage tanks are or were located or where other past site usages create a potential environmental problem, and for contamination in groundwater. Notwithstanding these environmental assessments, we still face the risk that:

We may acquire properties that are subject to liabilities for which we have no recourse, or only limited recourse, against the seller.

These liabilities can include:

If we are required to spend time and money to deal with these claims, our intended returns from the affected property may be materially reduced.

We may change some of our policies without obtaining the approval of our stockholders.

Our board of directors determines some of our operating and financial policies, including our policies with respect to acquisitions, growth, operations, leverage, capitalization and dividends. For example, unlike our previous certificate of incorporation and bylaws, our new organizational documents do not limit the amount of debt that we may incur. Accordingly, stockholders will have little direct control over these policies.

Risks Due to Real Estate Financing

We have a significant amount of indebtedness. As of December 31, 2002, we had total assets of $59,038,125, total secured indebtedness of $41,659,539, total liabilities of $42,528,111 and a debt-to-total assets ratio of 72%, calculated on the basis of generally accepted accounting principles. Because this calculation method reflects accumulated depreciation and does not reflect any appreciation of the properties beyond their cost, it may result in assets being valued at less than their fair market values as determined by the board of directors. Further, this calculation excludes the effects, if any, of the ground lease on the Northlake Festival property.

We anticipate that future acquisitions and properties we develop, if any, will be financed under a line of credit, construction loans, other forms of secured or unsecured financing or through our issuing additional debt or equity. We expect to review periodically our financing options regarding the appropriate mix of debt and equity financing. Equity, rather than debt, financing of future acquisitions could have a dilutive effect on the interests of our existing stockholders.

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We may incur substantial additional indebtedness in the future.

Increased debt and leverage can reduce cash available for distribution and cause losses.

Using debt, whether with recourse to us generally or only with respect to a particular property, to acquire properties creates an opportunity for increased net income, but at the same time creates risks. We use debt to fund investments only when we believe it will enhance our risk-adjusted returns. We cannot be sure, however, that our use of leverage will prove to be beneficial. Additional leverage may:

Any of the foregoing could have a material adverse effect on us and our ability to make distributions to stockholders and to pay amounts due on our debt.

We may be unable to renew, repay or refinance our debt financing.

We are subject to the normal risks associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest, the risk that we will not be able to renew, repay or refinance our debt when it matures or that the terms of any renewal or refinancing will not be as favorable as the existing terms of that debt. In most of the mortgage notes on our properties, the mortgage payment terms do not fully amortize the loan balance, and a balloon payment of the balance will be due upon its maturity. If we are unable to refinance our indebtedness on acceptable terms, or at all, we might be forced to dispose of one or more of the properties on disadvantageous terms, which might result in losses to us. Those losses could have a material adverse effect on us and our ability to make distributions to stockholders and pay amounts due on our debt. Furthermore, if a property is mortgaged to secure payment of indebtedness and we are unable to meet mortgage payments, the mortgagee could foreclose upon the property, appoint a receiver and receive an assignment of rents and leases or pursue other remedies, all with a consequent loss of our revenues and asset value. Foreclosures could also create taxable income without accompanying cash proceeds, thereby hindering our ability to meet the REIT distribution requirements of the Internal Revenue Code.

The cost of our indebtedness may increase due to rising interest rates.

We have incurred and may in the future again incur debt that bears interest at a variable rate. Accordingly, increases in interest rates would increase our interest costs, which could have a material adverse effect on us and our ability to make distributions to stockholders. In addition, an increase in market interest rates may lead holders of our common shares to expect a higher yield on their shares from distributions by us, which could adversely affect the market price of our common stock.

We may incur additional debt and related debt service.

We intend to fund the acquisition of additional properties partially through borrowings and from other sources such as sales of properties that no longer meet our investment criteria or the contribution of property to joint ventures or other financing methods. Unlike our previous certificate of incorporation and bylaws, our new organizational documents do not limit the amount of debt that we may incur.

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If we incur additional debt, the agreement governing our debt could contain various covenants that limit our discretion in the operation of our business.

Any additional debt we incur will be governed by an agreement with our lenders. Typically, these types of agreements contain various provisions that could limit our discretion in the operation of our business by restricting our ability to:

Further, the loan documents from our August 5, 2002 refinancing contain “cross-collateral” provisions. If one of the loans is in default and the lender forecloses on the property securing that loan, and the proceeds from the foreclosure are not sufficient to repay the defaulted loan in full, the lender can foreclose upon one or more of the other properties to recover the loan. Previously, we had no such cross collateral provisions in our loans.

If we are unable to pay our obligations to our secured lenders, they could proceed against any or all of the collateral securing our indebtedness to them. In addition, a breach of the restrictions or covenants contained in our loan documents could cause an acceleration of our indebtedness. We may not have, or be able to obtain, sufficient funds to repay our indebtedness in full upon acceleration.

Risks Related to our Stock

The market value of our common stock could decrease based on our performance and market perception and conditions.

Although our common stock has been listed on the American Stock Exchange since October 31, 2002, there have been relatively few trades in relatively small volumes to date. Accordingly, it is difficult to estimate the fair market value of our common stock at any particular moment. Stockholders are cautioned that prior sales data do not necessary indicate the prices at which our common stock would trade in an active market. The market value of our common stock may be based primarily upon the market’s perception of our growth potential and current and future cash dividends, and may be secondarily based upon the real estate market value of our underlying assets. The market price of our common stock is also influenced by the dividend on our common stock relative to market interest rates. Rising interest rates may lead potential buyers of our common stock to expect a higher dividend rate, which would adversely affect the market price of our common stock. In addition, the value of our common stock could be adversely affected by general market conditions or market conditions of real estate companies in general.

We cannot assure stockholders that we will be able to make future dividend payments at any particular rate, or at all.

Although our board of directors currently intends to continue to declare quarterly dividends on our common stock, the declaration and payment of dividends is subject to the discretion of our board of directors. Any determination as to the payment of dividends, as well as the level of those dividends, will depend on, among other things, general economic and business conditions, our strategic plans, our financial results and

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condition, and contractual, legal and regulatory restrictions on our ability to pay dividends. In the fourth quarter of 2001, the board of directors decreased our quarterly dividend due to a variety of factors, including the vacancy at our Vacaville, CA property. We cannot assure stockholders that the current quarterly dividend level will be maintained or that we will pay dividends in any future period.

Additional issuances of equity securities may be dilutive to current stockholders.

The interests of our existing stockholders could be diluted if we issue additional equity securities to finance future developments and acquisitions instead of incurring additional debt. Our ability to execute our business strategy depends on our access to an appropriate blend of debt financing, which could include a line of credit and other forms of secured and unsecured debt, equity financing, including common and preferred equity, or joint ventures.

Risks Due to Becoming and Self-administered and Self-managed

Until March 31, 2002, the Advisor had managed our properties, administrated our business affairs and sold, purchased and refinanced properties, under the direction of the board of directors. Effective March 31, 2002 and subsequently, we have become self-administrated and self-managed.

We are exposed to new risks previously assumed by the Advisor.

Becoming a self-administered and self-advised REIT exposes us to risks to which we have not historically been exposed, such as the risks associated with our own management. In particular, becoming a self-advised and self-administered REIT has resulted in higher expenses of administration than those previously charged by the Advisor. We now bear the following risks previously associated with the activities of the Advisor:

We have incurred additional expenses and may have difficulties in recruiting and retaining additional management.

Our success is, in part, dependent on the support, services and contributions of Mr. Meredith and Mr. Wingard. The loss of the services of the existing management team through death, disability or otherwise could seriously harm our prospects. In August 2001, we entered into an agreement (and amended March 2002) with Mr. Meredith to serve as our President and Chief Executive Officer. Mr. Wingard, our Chief Financial Officer, is also an employee. If Mr. Meredith or Mr. Wingard ceases to perform management services for us, or we consider their performance unsatisfactory, we will be required to secure management services from other personnel. There can be no assurance in such instance that we would be able to obtain qualified management or advisory services or that such services could be obtained on favorable terms. In addition, our agreement in conjunction with the Advisor provided for limitations of the costs in connection with our management. Under self-management, there are no such limitations. As a result, the costs of being a self-advised and self-managed REIT could significantly exceed the fees paid to the Advisor or payable to a successor advisor.

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Becoming a self-advised and self-administered REIT has increased the influence of our current management over our affairs

Pursuant to Mr. Meredith’s employment agreement, on March 3, 2003 we granted Mr. Meredith options to purchase 66,667 split adjusted shares of our common stock at a strike price equal to fair market value of or stock at the grant date. These options vest over a period of two years, calculated as if the options had been granted upon Mr. Meredith’s employment on August 22, 2001, thus 50,000 options are currently vested. Once the options are fully vested, and including shares Mr. Meredith owns as of March 14, 2003, Mr. Meredith will beneficially own approximately 6.9% of our issued and outstanding common stock, assuming exercise of these options. Mr. Meredith’s employment agreement provides for severance benefits to Mr. Meredith following a change of control, which would include certain changes in the composition of the board. If enough current board members resign for any reason, we may be obligated to pay these benefits to Mr. Meredith. Mr. Meredith may purchase additional shares. Under our new restated Certificate of Incorporation, Mr. Meredith is permitted to own up to 29% of our outstanding shares, and accordingly, no other stockholder may own over 5% of our outstanding shares. By assuming the services previously performed by the Advisor, and particularly if Mr. Meredith acquires a significant ownership interest in us, Mr. Meredith and our management will be in a position to exercise greater control or significant influence over our affairs.

Provisions that Could Limit a Change in Control or Deter a Takeover

Restrictions in our organizational documents and Delaware law could limit a change in control or deter a takeover.

A number of the provisions in our certificate of incorporation and bylaws have or may have the effect of deterring a takeover of the company. These provisions include:

In addition, Section 203 of the Delaware General Corporation Law provides, in relevant part, that the corporation shall not engage in any business combination for a period of three years following the time on which such stockholder first becomes an “interested stockholder” unless

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These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future. These provisions may facilitate management entrenchment that may delay, defer or prevent a change in our control, which may not be in the best interests of our stockholders.

Change of control agreements could deter a change of control.

We have entered into a change of control agreement with Allen K. Meredith, our President and Chief Executive Officer, providing for the payment of money to him upon the occurrence of a change of control, as defined in these agreements. If, within one year following a change of control, Mr. Meredith resigns or is terminated, we will make a severance payment equal to a portion of the executive’s base salary, his average bonus over last three years and medical and other benefits. Based upon his current salary and benefit levels, this provision would result in payments totaling at least $200,000 to Mr. Meredith. The agreement with Mr. Meredith may deter changes of control because of the increased cost for a third party to acquire control of us, thus limiting the opportunity for stockholders to receive a premium for our common stock over then-prevailing market prices.

Tax Risks

Although we believe we are organized and are operating so as to qualify as a REIT under the Internal Revenue Code, we cannot give assurances that we have in fact operated or will be able to continue to operate in a manner so as to qualify or remain so qualified.

We may incur tax liabilities as a consequence of failure to qualify as a REIT.

Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial or administrative interpretations and the determination of various factual matters and circumstances not entirely within our control. For example, to qualify as a REIT in 2003, at least 95% of our taxable gross income in any year must be derived from qualifying sources and we must make distributions to stockholders aggregating annually at least 90% of our REIT taxable income (excluding net capital gains). Thus, to the extent revenues from non-qualifying sources represents more than 5% of our gross income in any taxable year, we will not satisfy the 95% income test and may fail to qualify as a REIT, unless certain relief provisions apply. Even if those relief provisions apply, a tax would be imposed with respect to excess net income, which could have a material adverse effect on us and our ability to make distributions to stockholders and to pay amounts due on our debt. We cannot give assurances that new legislation, new regulations, administrative interpretations or court decisions will not change the tax laws with respect to qualification as a REIT or the federal income tax consequences of such qualification. If we fail to qualify as a REIT, we will be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at corporate rates, which

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would likely have a material adverse effect on us and our ability to make distributions to stockholders and to pay amounts due on our debt. In addition, unless entitled to relief under certain statutory provisions, we would also be disqualified from treatment as a REIT for the four taxable years following the year during which REIT qualification is lost. This treatment would reduce funds available for investment or distributions to stockholders because of the additional tax liability to us for the year or years involved. In addition, we would no longer be required to make, and indeed may not make, distributions to stockholders. To the extent that distributions to stockholders would have been made in anticipation of qualifying as a REIT, we might be required to borrow funds or to liquidate certain investments to pay the applicable tax. Further, to maintain our real estate investment trust status, we may borrow funds on a short-term basis to meet the real estate investment trust distribution requirements, even if the then-prevailing market conditions are not favorable for these borrowings.

Gain on disposition of assets deemed held for sale in the ordinary course is subject to 100% tax.

We currently are attempting to sell six of our properties. If we sell any of our properties, the Internal Revenue Service may determine that the sale is a disposition of an asset held primarily for sale to customers in the ordinary course of a trade or business. Gain from this kind of sale generally will be subject to a 100% tax. Whether an asset is held “primarily for sale to customers in the ordinary course of a trade or business” depends on the particular facts and circumstances of the sale. Although we will attempt to comply with the terms of safe-harbor provisions in the Internal Revenue Code prescribing when asset sales will not be so characterized, we cannot assure stockholders that we will be able to do so.

ITEM 2.    PROPERTIES

GENERAL

In addition to the information in this Item 2, additional information on our properties and encumbrances is contained in our financial statements under Item 3, Item 8 and in Schedule III under Item 15 (d) in this annual report. As of December 31, 2002 and March 14, 2003, all of our properties were located in California and Georgia.

Based on appraisals and holding periods, we determined in conjunction with the Advisor, that the total expected future cash flows from operations and the ultimate disposition of six properties were less than their carrying values at September 30, 2001. As a result, we recorded an impairment loss totaling $3,800,000, primarily related to the Riverside, CA and Vacaville, CA properties, in that quarter, measured as the amount by which the carrying amounts of the assets exceeded their aggregate fair value. Further, in the fourth quarter of 2000, we also recorded an impairment loss on our Fresno, CA property of $300,000.

In the fourth quarter of 2001 and in 2002, we determined that continued ownership of six of our properties was not consistent with our strategic plan, either (a) because they involved single tenant retail operations or (b) we believed that future appreciation prospects were limited relative to other opportunities. Consequently, we have listed them for sale. Accordingly, we no longer recorded depreciation expense for these properties upon listing them for sale.

Property taxes on our properties are assessed on asset values based on the valuation method and tax rate used by the respective jurisdiction. During 2002, the rates were approximately 1.1%, and in many cases, those taxes were paid directly by the tenant, in accordance with the lease.

A summary of our properties follows:

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Meredith Enterprises, Inc.

Summary of Properties Owned

December 31, 2002

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A discussion of circumstances in specific properties follows:

Chino, CA

The tenant owes us rent for December 2002 to the present and has announced that it will not lease space after the scheduled lease expiration in April 2003.

Fresno, CA

We have negotiated a new lease with the Wherehouse Entertainment, Inc., for five years effective February 2003 and have leased the remaining space for three years, also effective February 2003. Wherehouse Entertainment, Inc. has filed for bankruptcy protection, and did not pay rent in January 2003, the final month of the previous lease; however, at present it is current with the lease payments due under the lease commencing in February 2003.

Ontario, CA

The parent company of the tenant, Adelphia Communications, Inc. has filed for bankruptcy protection. Presently, the rent is current.

Sacramento, CA (Horn Road)

The lease expired on January 31 2003, and a new lease has not yet been executed. The tenant has continued to pay rent as per the expired lease to the present. Under the previous lease, Laufen International, Inc. leased the entire 48,000 square feet and sublet approximately one-half the space. We anticipate we will execute two new leases where Laufen International, Inc. leases approximately 32,000 square feet and the prior sub-tenant leases the remainder directly.

Tustin, CA

The tenant has sublet the entire property and remains liable under the lease.

Atlanta, GA

We acquired the Northlake Festival Shopping Center in October 2002. It is currently approximately 97% leased to 47 tenants including Toys “R” Us, OfficeMax, PETsMART, Haverty’s, AMC Theaters and Bally Total Fitness. The land is owned by an unrelated third party and is subject to a separate ground lease that extends through 2057. See “Notes to Consolidated Financial Statements” which are part of this annual report, for further discussion of amounts due the ground lessor.

Vacaville, CA

A tenant occupying a small portion of the building on a month-to-month basis moved out in October 2002, and the property is currently completely vacant.

Significant Tenants

Tenants representing 10% or more of our total rental revenue (including discontinued operations) for the year ended December 31, 2002 were as follows:

Safeguard (Tustin, CA) accounted for 15% of our total rental revenue;

Tycom (Irvine, CA) accounted for 13% of our total rental revenue;

California Independent System Operator (Folsom, CA) accounted for 12% of our total rental revenue; and

Adelphia Communications, Inc. (Ontario, CA) accounted for 10% of our total rental revenue.

Tenants representing 10% or more of our total rental revenue (including discontinued operations) for the year ended December 31, 2001 were as follows:

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Safeguard (Tustin, CA) accounted for 14% of our total rental revenue; and

Tycom (Irvine, CA) accounted for 12% of our total rental revenue.

Tenants representing 10% or more of our total rental revenue including discontinued operations) for the year ended December 31, 2000 were as follows:

Safeguard (Tustin, CA) accounted for 13% of our total rental revenue; and

Tycom (Irvine, CA) accounted for 11% of our total rental revenue.

Headquarters

We currently lease our headquarters at 3000 Sand Hill Road, Building 2, Suite 120, Menlo Park, California, 94025 under a lease dated February 1, 2003 for a two-year period for approximately $7,000 per month. We previously subleased office space on a month-to-month basis for $2,000 per month. In addition, during 2000 and 2001, the Advisor provided us office space and other office services at 5933 West Century Blvd., Suite 900, Los Angeles, California, 90045 for $2,000 per month. We have continued to use this office space at no cost after the Advisor terminated its advisory and management agreements with us in March 2002.

ITEM 3.    LEGAL PROCEEDINGS

We are a defendant in a lawsuit entitled John Lonberg; Ruthee Goldkorn v. Sanborn Theaters, Inc. and So-Cal Cinema, Inc.; Salts, Troutman and Kaneshiro, Inc.; West Coast Realty Investors, Inc., in the U.S. District Court for the Central District of California (Case #CV-97-6598AHM(JGx)). We were added as a defendant in the plaintiff’s First Amended Complaint filed May 7, 1998.

The plaintiffs alleged violations of the federal Americans with Disabilities Act and the California Unruh Civil Rights Act with respect to their movie-going experiences, including inadequate physical accommodations for individuals with disabilities and insensitive theater personnel. Sanborn Theaters, Inc (“Sanborn”) is the tenant and theater operator. Salts, Troutman and Kaneshiro, Inc. is the architect who designed the theater and its interiors.

The plaintiffs seek actual damages of $1,000 for each violation of law; three times actual damages; and attorney’s fees, expenses and costs. The plaintiffs also seek mandatory injunctive relief requiring the defendants to reconfigure the theater.

The plaintiffs have agreed to dismiss their claims under the Unruh Civil Rights Act.

The U.S. Department of Justice, Civil Rights Division (“DOJ”) filed a Motion to Intervene in the case on March 1, 1999. DOJ has sued Sanborn only, and preliminary discussions have been held between the DOJ and Sanborn. Sanborn intends to vigorously defend against the DOJ.

We cannot determine the likelihood of an unfavorable outcome or range of potential loss, if any. We believe we have complied with all applicable provisions of law and intend to vigorously defend against the allegations contained in the lawsuit. We believe that the lawsuit will not have a material impact on our continuing operations or overall financial condition.

On July 31, 2002, James E. Prock filed an action against us and our Chief Executive Officer, Mr. Allen Meredith, in Los Angeles County Superior Court. Mr. Prock was an employee of the Advisor and not an employee of West Coast Realty Investors, Inc. He provided services as our Chief Operating Officer from 1992 to August 2001 and as Acting Chief Operating Officer from August 2001 to March 2002. The lawsuit alleges that during the fall of 2001 and winter of 2002, we purportedly made promises to Mr. Prock that we would hire him as a full time managerial employee after we became a self-managed REIT. The

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lawsuit seeks damages for unspecified purported lost compensation and punitive damages, and the discovery process has commenced. We cannot determine the likelihood of an unfavorable outcome or range of potential loss, if any. We believe the suit is without merit and intend to vigorously defend against the allegations contained in the lawsuit. We believe that the lawsuit will not have a material impact on our continuing operations or overall financial condition.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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PART II

ITEM 5.    MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock was not listed on any stock exchange or over-the-counter market until May 2002 when our common stock was listed on the Over-the-Counter Bulletin Board. On October 31, 2002, we listed our common stock on the American Stock Exchange. Previously, our stock traded from time to time on the American Partnership Board, an auction-based resale system on the Internet that facilitates trading of illiquid securities (the “APB”). As of March 14, 2003, there were 975,298 shares of our common stock outstanding and 815 stockholders of record. The stock price data for 2001 in the table below was prepared from data provided by the APB. Stockholders are cautioned that prior sales data should not be used to determine the value of our common stock nor should it be used to anticipate the prices at which our common stock might trade in an active market. All amounts shown are adjusted for the November 15, 2002 1:3 reverse stock split

During 2002 our board of directors declared and paid the following dividends:

During 2001 our board of directors declared and paid the following dividends:

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During 2000, our board of directors declared and paid the following dividends:

Our board of directors has the authority to pay dividends based on such considerations as the board of directors may deem necessary. As a REIT, we are required to distribute at least 90% of our taxable income (excluding capital gains) to our stockholders. Even if we determine to pay a dividend or make a distribution on our common stock, there can be no assurance that we will generate sufficient cash flow to pay that dividend, or that we will maintain the current dividend payment levels.

ITEM 6.    SELECTED FINANCIAL DATA

Please read the following selected financial data in conjunction with the financial statements and related notes and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in this annual report. Certain reclassifications have been made to the prior years’ amounts to conform to the presentation of the current year’s financial statements. Also, please see Notes 2 and 10 to the Consolidated Financial Statements included in this annual report for information about discontinued operations, dispositions of properties and our acquisition in October 2002 of the Northlake Festival Shopping Center in Atlanta, Georgia.

In conjunction with the evaluation of our strategic goals, we are in the process of evaluating all of our properties. We may dispose of certain properties, primarily properties with retail operations that are inconsistent with our new investment objectives. In the fourth quarter of 2001 and in 2002, we determined that continued ownership of six of our properties was not consistent with our strategic plan, as they involved either single tenant retail operations or we believed that future growth prospects in value were limited relative to other opportunities. Accordingly, we have listed those properties for sale.

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Overview

We are a real estate company engaged in acquiring, owning and managing suburban office, retail shopping center and light industrial properties. We have elected to be taxed as a REIT for federal income tax purposes, which requires, among a number of other organizational and operational requirements, that we distribute at least 90% of our taxable income (excluding capital gains) to our stockholders. From inception to March 31, 2002, we were advised and managed by the Advisor. Since March 31, 2002, we have been self-managed and self-administered.

At December 31, 2002, we had a real estate portfolio of 14 properties, including:

All of our properties are located in California and Georgia. Until 2002, our business focus was the ownership and operation of suburban office properties and light industrial buildings. We have broadened our focus to include large shopping centers and properties outside of California. We acquired an Atlanta, Georgia shopping center in October 2002 and may pursue other real estate opportunities. Most of our leases are “triple-net” leases where the tenant is responsible for maintenance, taxes and insurance.

Other than our becoming self-managed and self-advised as noted above, the most significant factors affecting our historical financial results are as follows:

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In the future, we believe our financial results will also be affected by the following:

As a result of the August 2002 refinancing and the purchase of Northlake Festival, as of December 31, 2002, we had total assets of $59,038,125, total secured indebtedness of $41,659,539, total liabilities of $42,528,111 and a debt-to-total assets ratio of 72%, calculated on the basis of generally accepted accounting principles. Because this calculation method reflects accumulated depreciation and does not reflect any appreciation of the properties beyond their cost, it may result in assets being valued at less than their fair market values as determined by the board of directors. Further, this calculation excludes the effects, if any, of the ground lease on the Northlake Festival property. In addition, our aggregate monthly debt service has increased from approximately $150,000 to $300,000 or 100%, from June 2002 to November 2002, which reflects the August 2002 refinancing, the sale of our Huntington Beach, CA and Corona, CA properties and the assumption of debt with the purchase of the Northlake Festival. We plan to use revenues in excess of operating costs from the Northlake Festival property to pay the increased debt service.

Results of Operations

2002 Compared to 2001

In January 2002, we adopted Statement of Financial Accounting Standards No. 144 (“SFAS 144”). Although the adoption of SFAS No. 144 did not have a material impact on our financial position or results of operations for the year ended December 31, 2002, it did have a significant effect on the comparability of amounts from year to year on the consolidated statements of income.

As of December 31, 2001, we had designated four properties as held for sale: Fresno, CA, Huntington Beach, CA, Roseville, CA and Riverside, CA. In accordance with SFAS 144, the results of these properties are not included in the line item discontinued operations until we adopted SFAS 144 as of January 1, 2002. In 2002, we designated three additional properties as held for sale: Sacramento, CA (717 W. Del Paso Road), Sacramento, CA (721 W. Del Paso Road) and Vacaville, CA and sold another property, Corona, CA. In accordance with SFAS 144, we have restated the prior results of the properties designated as held for sale in 2002 and the Corona, CA property we sold in 2002 as discontinued

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operations for all periods presented. The results of properties designated as held for sale in 2001 have been included in discontinued operations in 2002 and in continuing operations for the year ended December 31, 2001 and prior periods.

Operations for the years ended December 31, 2002 and 2001 represented full years of rental operations for all of our properties we classify as continuing operations, except for the Northlake Festival Shopping Center in Atlanta, which we acquired in October 2002. The eight properties designated as held for sale during 2002 are included in the line items under “discontinued operations” with revenues netted against expenses. The results of the four properties designated as held for sale in 2002 were included in discontinued operations in both 2002 and 2001; the results of the four properties designated as held for sale in 2001 are included in discontinued operations in 2002, but are included in continuing operations in 2001.

Rental revenue increased by $383,979 (10%) for the year ended December 31, 2002, as compared to the year ended December 31, 2001, primarily due to the addition of revenues from of Northlake Festival property and offset in part by the reclassification of revenues from properties designated as held for sale in 2001, which were classified as revenues from continuing operations in 2001, to revenues from discontinued operations in 2002.

Interest income decreased by $5,104 (11%) for the year ended December 31, 2002, as compared to the year ended December 31, 2001, due to lower average balances maintained in interest earning assets and lower interest rates.

Interest expense increased by $198,098 (15%) for the year ended December 31, 2002, as compared to the year ended December 31, 2001, due to:

This increase is offset in part by the reclassification of interest expense from properties designated as held for sale in 2001, which were classified as interest from continuing operations in 2001, to interest from discontinued operations in 2002.

General and administrative costs increased by $555,559 (79%) principally due to our conversion to a self-advised and self-managed REIT, including the hiring of three employees, legal expenses related to two proxy statements, other general legal issues, securities filing fees and outsourcing functions previously performed by the Advisor.

Depreciation expense increased by $15,194 (3%) for the year ended December 31, 2002, as compared to the year ended December 31, 2001, due to the addition of Northlake Festival property in October 2002. This increase is offset in part by not charging depreciation on properties classified as held for sale during 2001 starting in the fourth quarter of 2001, and we did not charge depreciation at all during 2002 on all properties classified as held for sale.

Ground rent was $235,924 in 2002, due to the ground lease for Northlake Festival; there was no ground lease expense in 2001.

Operating expenses increased by $35,019 (10%) in the year ended December 31, 2002, as compared to the year ended December 31, 2001, due the addition of Northlake Festival property in October 2002. This increase is offset in part by the reclassification of operating expense from properties designated as held for sale in 2001, which were included in continuing operations in 2001, to discontinued operations in 2002.

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Property tax expense increased $88,836 (87%) in the year ended December 31, 2002, as compared to the year ended December 31, 2001, primarily due to the addition of Northlake Festival. Most of the properties included in the category held for sale have tenants with a net lease where the tenant, and not us, is responsible for paying the property taxes directly. Accordingly, the property tax expense is not included in our accounts.

During the quarter ended September 30, 2001, we determined, in conjunction with the Advisor, that the total expected future cash flows from operations and the ultimate disposition of four properties (three of which were designated as held for sale in 2001 and included in continuing operations) was less than their carrying values. Accordingly, we recorded a loss of $2,628,575 to reduce the properties to their fair values, based on current appraisals. We recorded no impairment loss in 2002.

In March 2001, we received $165,053 from Banker’s Standard Insurance Company (“Banker’s Standard”) in partial settlement of a lawsuit regarding Banker’s Standard’s responsibility to defend us in the Market Place Cinema lawsuit. Banker’s Standard is also required to pay the subsequent legal costs of defending this action. We had previously expensed these legal costs, and as a result, we took the proceeds of the settlement into income in March 2001. We had no similar item in 2002.

Discontinued operations—gain on sale of rental real estate held for sale was $733,424 from the sales of the Huntington Beach, CA and Corona, CA properties in 2002. We sold no properties in 2001.

Discontinued operations—impairment loss was $1,171,425 in 2001; we recorded no impairment loss in 2002. During the quarter ended September 30, 2001, we determined, in conjunction with the Advisor, that the total expected future cash flows from operations and the ultimate disposition of two properties (which were designated as held for sale in 2002 and included in discontinued operations for 2001) was less than their carrying values. Accordingly, we recorded the impairment loss in 2001 to reduce the properties to their fair values, based on current appraisals.

Discontinued operations—income from operations decreased by $38,151 (12%) primarily due to full years of income for the Huntington Beach, CA and Corona, CA properties and a partial year of income from the Vacaville, CA property in 2001. This decrease is offset in part by including the results from the four properties designated as held for sale in 2001 in this line item in 2002, while results of these four properties were included in continuing operations in 2001.

Net income for the year ended December 31, 2002 was $1,058,306, compared to a net loss of ($2,522,159) in year ended December 31, 2001. This increase was due primarily to the gain on sale of the Huntington Beach, CA and Corona, CA properties in 2002 and the impairment loss recorded in 2001.

The weighted average number of shares outstanding (after adjusting for the November 15, 2002 1:3 reverse stock split) was 975,298 and 975,989 for the years ended December 31, 2002 and 2001, respectively. Net income per share increased to $1.09 in 2002 from a net loss per share of ($2.59) in 2001, primarily as a result of the gain on sales of properties during 2002, and the impairment loss recorded in 2001.

2001 Compared to 2000

Operations for the years ended December 31, 2001 and 2000 represented full years of rental operations for all of our properties except for the Huntington Beach, CA (OPTO-22) property, which was sold on April 12, 2000, and the Fremont, CA property, which we sold on June 30, 2000. No properties were sold in 2001. As noted above, the results of properties designated as held for sale in 2002 have been included in discontinued operations for prior years.

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Rental revenue decreased by $317,257 (8%) for the year ended December 31, 2001, as compared to the year ended December 31, 2000, primarily due to the loss of rents in 2001 from the sale of the Huntington Beach, CA (OPTO-22) and Fremont, CA properties in 2000.

Interest income decreased by $57,133 (55%) for the year ended December 31, 2001, as compared to the year ended December 31, 2000, due to lower average balances maintained in interest earning assets and lower interest rates.

Interest expense decreased by $263,690 (17%) for the year ended December 31, 2001, as compared to the year ended December 31, 2000, due to the partial year of interest on debt associated with the sales of the Huntington Beach, CA (OPTO-22) and Fremont, CA properties and significantly lower interest rates on our variable rate debt.

General and administrative costs increased by $212,756 (43%) principally due to the our conversion to a self-advised and self-managed REIT, including the hiring of three employees, legal expenses related to two proxy statements and other general legal issues.

Depreciation expense decreased by $79,554 (12%) for the year ended December 31, 2001, as compared to the year ended December 31, 2000, primarily due to the sales of the Huntington Beach, CA (OPTO-22) and Fremont, CA properties, and the re-characterization of four properties as “held for sale” in the fourth quarter of 2001, where we stopped charging depreciation on those four properties in the fourth quarter of 2001, while depreciation was charged during the same quarter in 2000.

Operating expenses increased by $1,733 (0%), primarily due to parking lot repairs at the Cerritos, CA property and was offset in part by no operating costs during 2001 for the Huntington Beach, CA (OPTO-22) and Fremont properties, which were sold in 2000.

Property tax expense decreased by $3,103 (3%), primarily due to the sales of the Huntington Beach, CA (OPTO-22) and Fremont, CA properties, and was offset in part by tax increases on other properties.

During the quarter ended September 30, 2001, we determined, in conjunction with the Advisor, that the total expected future cash flows from operations and the ultimate disposition of four properties (three of which were designated as held for sale in 2001 and included in continuing operations) was less than their carrying values. Accordingly, we recorded a loss of $2,628,575 to reduce the properties to their fair values, based on current appraisals. Based on the above methodology, we recorded an impairment loss in 2000 of $300,000 on our Fresno, CA property.

In March 2001, we received $165,053 from Banker’s Standard in partial settlement of a lawsuit regarding Banker’s Standard’s responsibility to defend the Company in the Market Place Cinema lawsuit. See Item 3. Banker’s Standard is also required to pay the subsequent legal costs of defending this action. We had previously expensed these legal costs, and as a result the proceeds of the settlement were taken into income in March 2001. There was no such item in 2000.

Net gain on sale of real estate investments was $2,154,727 in 2000 from the sales of the Huntington Beach, CA (OPTO-22) and Fremont, CA properties; there were no property sales in 2001.

Discontinued operations—impairment loss was $1,171,425 in 2001; we recorded no impairment loss in 2000 for properties included in discontinued operations. During the quarter ended September 30, 2001, we determined, in conjunction with the Advisor, that the total expected future cash flows from operations and the ultimate disposition of two properties (which were designated as held for sale in 2002 and included in discontinued operations for 2001 and 2000) was less than their carrying values. Accordingly, we recorded the impairment loss in 2001 to reduce the properties to their fair values, based on current appraisals.

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Discontinued operations—income from operations increased by $2,428 (1%) primarily due higher revenues offset in part by higher operating expense.

Net (loss) income for the year ended December 31, 2001 was ($2,522,159), compared to net income of $3,207,617 in year ended December 31, 2000. This decrease was primarily due to the gain on sale of the Huntington Beach, CA (OPTO-22) and Fremont, CA properties in 2000 and the impairment loss recorded in 2001.

The weighted average number of shares outstanding (after adjusting for the November 15, 2002 1:3 reverse stock split) was 975,989 for both years ended December 31, 2001 and 2000. Net (loss) income per share decreased to ($2.59) in 2001 from $3.29 in 2000, primarily as a result of the gain on sales of properties during 2000 and the impairment loss recorded in 2001.

Inflation and changing prices have not had a material effect on our operations.

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity to fund distributions, principal payment on notes payable and minor capital expenditures is our cash flows from operating activities. In order to qualify as a REIT for federal income tax purposes, among other requirements, we must distribute annually at least 90% of our REIT taxable income (excluding capital gains). Accordingly, we currently intend to continue to make, but have not contractually bound ourselves to make, regular quarterly distributions to holders of our common stock. As a policy, we keep cash balances on hand for reserves for unexpected cash requirements. Our primary source for liquidity to fund asset acquisitions, major capital expenditures and balloon payments on notes payable is to refinance selected existing notes payable and the proceeds from asset sales. Further, we may attempt to obtain funding by issuing additional equity either in the form of common stock or through joint ventures.

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The following table presents our contractual cash obligations as of December 31, 2002:

At December 31, 2002, our total investments in rental real estate and rental real estate held for sale totaled $56,264,192 for the 14 properties we own. Depending upon the availability and cost of external capital, we anticipate making additional investments in suburban office, retail shopping center and light industrial properties, although we may make other types of investments. We intend to fund new investments from existing cash balances (subject to maintaining reasonable cash reserves), refinancing of selected existing mortgage debt to higher balances and the proceeds from asset sales. We may consider other sources of possible funding, including joint ventures. To increase our financial flexibility, we may obtain a revolving line of credit, although there can be no assurance we will be successful.

We believe our liquidity and various sources of capital are sufficient to fund operations including capital expenditures and leasing commissions, meet debt service and dividend requirements under the Internal Revenue Code for REIT status and finance future investments. We believe our properties are in good condition without significant deferred maintenance obligations and many are leased under “triple-net” leases, which reduce our risk pertaining to excessive maintenance and operating costs. However, we anticipate we will continue to require outside sources of financing to meet our long-term liquidity needs beyond 2002, such as scheduled debt repayments (including balloon payments on our debt) and property acquisitions.

On September 24, 2002, our stockholders voted to amend and restate our bylaws to, among other items, eliminate the limit on our leverage. Unlike our previous certificate of incorporation and bylaws, these new organizational documents do not limit the amount of debt that we may incur. We have adopted a policy that we shall not incur any additional liabilities if, after giving effect to the additional liabilities, total liabilities would exceed 65% of what the board of directors believes is the fair market value of our portfolio. If we decide to change this policy to increase the percentage of debt we incur above 65% of our overall portfolio fair market value, we will implement the change only after we seek and obtain the approval of the holders of a majority in voting power of our outstanding shares.

CASH FLOWS IN 2002

Our cash resources increased $2,800,096 during the year ended December 31, 2002. During 2002, cash provided by operating activities was $582,910 primarily from net income adjusted for non-cash items as depreciation and amortization. Investing activities in 2002 resulted in a $905,461 use of cash resources primarily for purchase of the Northlake Festival property and offset by proceeds from the sale of the Huntington Beach, CA and Corona, CA properties. For the year ended December 31, 2002 financing activities provided $3,122,647, due largely to the refinancing of four loans and offset in part by the payoff of loans secured by properties sold, dividends, loan origination fees and principal payments on notes payable secured by rental real estate and notes payable secured by rental real estate held for sale.

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CASH FLOWS IN 2001

Our cash resources decreased $124,508 during the year ended December 31, 2001. During 2001, cash provided by operating activities was $2,097,513 primarily from net income adjusted for non-cash items as depreciation and impairment loss. Investing activities in 2001 resulted in a $178,368 use of cash resources for capital expenditures at our Cerritos, CA and Corona, CA properties. For the year ended December 31, 2001 financing activities used $2,043,653, due largely to dividends totaling $1,610,381 and principal payments on notes payable totaling $466,763.

CASH FLOWS IN 2000

Our cash resources decreased $626,545 during the year ended December 31, 2000. Cash provided by operating activities in 2000 was $2,344,955, primarily from $3,207,619 in net income, less the non-operating gain on sale of rental real estate totaling $2,154,727 from the Huntington Beach (OPTO-22) and Fremont properties, plus non-cash charges. Investing activities resulted in a $7,999,984 increase in cash resources for the year 2000 due to cash proceeds from the sale of these two properties. For the year ended December 31, 2000 financing activities used $10,970,484 due to distributions of dividends totaling $6,617,206 (largely in order to meet REIT distribution requirements from the taxable income related to the property sales) and repayments on notes payable secured by rental real estate held for sale of $4,353,278, also primarily from the property sales.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates and assumptions on an ongoing basis based on a combination of historical information and various other assumptions that we believe are reasonable under the particular circumstances. Actual results may differ from these estimates based on different assumptions or conditions. We believe the critical accounting policies that most impact our consolidated financial statements are described below.

Revenue Recognition—We recognize minimum rents on the straight-line method over the terms of the leases, as required under Statement of Financial Accounting Standard No. 13. Certain of the leases also provide for additional revenue based on contingent percentage income which is recorded on an accrual basis once the specified target that triggers this type of income is achieved. The leases also typically provide for tenant recoveries of common area maintenance, real estate taxes and other operating expenses. These recoveries are recognized as revenue in the period the applicable costs are incurred. Rents due, but not yet collected, are recognized to the extent determined by management to be collectible.

Capital Expenditures—We capitalize those expenditures related to conducting significant rehabilitation of existing assets and extending the useful life of existing assets. These expenditures are depreciated over estimated useful lives determined by management. We expense certain improvements related to the operation of our properties, as well as those expenditures necessary to maintain a property in ordinary operating condition. The determination as to whether expenditures should be capitalized or expensed, and the period over which depreciation is recognized, requires management’s judgment.

Real Estate—We record real estate assets at the lower of cost or fair value if impaired. Costs incurred to unaffiliated third parties for the acquisition of properties are capitalized.

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We evaluate the recoverability of our investment in real estate whenever events or changes in circumstances indicate that the carrying amount of an asset may be impaired. Our assessment of recoverability of our real estate assets includes, but is not limited to recent operating results, expected cash flows and our plans for future operations.

Properties classified as held for sale are segregated from rental real estate in our financial statement presentation. We stop recording depreciation on a property once it is classified as “held for sale”.

On January 1, 2002, we adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” which requires that the assets and liabilities and the results of operations of any properties which have been sold during 2002, or otherwise qualify as held for sale as of December 31, 2002, be presented as discontinued operations in our consolidated financial statements in both current and prior periods presented. The property specific real estate classified as held for sale is stated at the lower of its carrying amount or estimated fair value less disposal costs. Depreciation is not recorded on assets classified as held for sale.

In accordance with SFAS No. 144, our investments in real estate are carried at cost and are periodically evaluated for indicators of impairment. The evaluation of impairment and the determination of values are based on several factors, and future events could occur which would cause management to conclude that indicators of impairment exist and a reduction in carrying value to estimated fair value is warranted.

In the normal course of business, we will receive offers for sale of our properties, either solicited or unsolicited. For those offers that are accepted, the prospective buyer will usually require a due diligence period before consummation of the transaction. It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process. We classify real estate as “held for sale” when it is probable, in the opinion of management, that a property will be disposed of within one year.

Use of Estimates—The preparation of financial statements in conformity with generally accepted accounting principles requires management to make 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

New Accounting Pronouncements

Information on new accounting pronouncements is contained in our financial statements under Item 8 in this annual report.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

All of our debt instruments have fixed rates, and we do not have exposure to market risk for changes in interest rates. Therefore, subsequent changes in market interest rates do not affect the rate of our debt. We have in the past and may in the future, however, enter into debt instruments that bear interest at a variable rate. We generally enter into fixed and variable rate debt obligations to support general corporate purposes, including acquisitions, capital expenditures and working capital needs. We periodically evaluate the level of variable rate debt with respect to total debt and other factors, including our assessment of the current and future economic environment. We did not have any derivative financial instruments on December 31, 2002 or December 31, 2001.

The fair values of our financial instruments (including such items in the financial statement captions as cash, other assets and liabilities other than notes payable) approximate their carrying or contract values based on their nature, terms and interest rates that approximate current market rates. The fair value of notes payable is estimated based on a discounted cash flow analysis with interest rates similar to that of current market borrowing

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arrangements. Under this analysis, the fair value of our notes payable exceeded their carrying value by approximately $1,836,000 and $1,800,000 at December 31, 2002 and 2001, respectively.

We had $0 and $6,126,595 in variable rate debt outstanding at December 31, 2002 and 2001, respectively. On August 5, 2002, we refinanced our two variable rate loans into fixed rate loans. A hypothetical 10% adverse change in interest rates would have had an annualized unfavorable impact of approximately $0 and $30,000, respectively, on the years ended December 31, 2002 and 2001 on our earnings and cash flows based on these debt levels. Further, many of our fixed rate loans have significant balloon payments that would need to be refinanced at maturity, possibly at unfavorable rates. We cannot predict the effect of adverse changes in interest rates on our variable rate debt and, therefore, our exposure to market risk. We can give no assurances that fixed rate, long-term debt will be available to us at advantageous pricing. Consequently, our future results may differ materially from the estimated adverse changes discussed above.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Report of Independent Certified Public Accountants

Meredith Enterprises, Inc.

Menlo Park, California

We have audited the accompanying consolidated balance sheets of Meredith Enterprises, Inc. (the “Company”, formerly West Coast Realty Investors, Inc.) as of December 31, 2002 and 2001 and the related consolidated statements of income, cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2002. We have also audited the schedule listed in the accompanying index. These consolidated financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule 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 and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and schedule. 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 Meredith Enterprises, Inc., at December 31, 2002 and 2001 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

Also, in our opinion, the Schedule III presents fairly, in all material respects, the information set forth therein.

As discussed in Note 1 to the consolidated financial statements, the Company adopted Statement of Financial Accounting Standards No. 144 “Accounting for the Impairment of Disposal of Long-Lived Assets”, on January 1, 2002.

/s/    BDO SEIDMAN, LLP

Los Angeles, California

February 11, 2003 (except for

Footnote 12 which is as of

March 26, 2003)

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MEREDITH ENTERPRISES, INC.

CONSOLIDATED BALANCE SHEETS

See accompanying summary of accounting policies and notes to consolidated financial statements.

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MEREDITH ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF INCOME