-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SnhlNsukoRMmfit5KZy/j6rHOAIwS3UCASsMs+DfUnJb07MXxk6h3R2Q58x98sg/ AVsccilnbldx4aoDR7vnxA== 0001135174-03-000004.txt : 20030716 0001135174-03-000004.hdr.sgml : 20030716 20030716155554 ACCESSION NUMBER: 0001135174-03-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20030716 EFFECTIVENESS DATE: 20030716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN CO LTD CENTRAL INDEX KEY: 0001135174 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-107086 FILM NUMBER: 03789455 BUSINESS ADDRESS: STREET 1: 3F MADISON VENTURE TOWER STREET 2: KANGNAM KU SEOUL REPUBLIC OF KOREA CITY: REPUBLIC OF KOREA STATE: M5 ZIP: 00000 BUSINESS PHONE: 000-00-00000 MAIL ADDRESS: STREET 1: 3F MADISON VENTURE TOWER STREET 2: KANGNAM KU SEOUL REPUBLIC OF KOREA CITY: REPUBLIC OF KOREA S-8 1 doc1.txt S-8 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MERIDIAN CO., LTD. ------------------ (Exact Name of Company as specified in its charter) Republic of Korea 0-32359 Not Applicable - ------------------- ------- --------------- (Jurisdiction) (Commission File Number) (IRS Employer ID Number) 4F, Heungseong Bldg., 197-3, Jamsilbon-Dong, Songpa-Gu, Seoul, Korea -------------------------------------------------------------------- (Address of principal executive offices) CONSULTING AGREEMENTS (Full title of the Agreement) Company's telephone number: 82-2-2194-3300 Fax No.: 82-2-2194-3333 -------------- -------------- CALCULATION OF REGISTRATION FEE
Title of Each Amount Proposed Maximum Proposed Maximum Class of Securities To Be Offering Price (1) Aggregate Amount of To Be Registered Per Unit Offering Price(1) Registration Fee Registered - --------------------------------------------------------------------------------------------------------------------- Common Stock 1,968,901(2)(3)(4) $0.17 $334,713.17 $27.11 - ---------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. (2) Includes 713,019 shares issuable pursuant to a consulting agreement between the Registrant and Hye Kyung Choi. (3) Includes 794,117 shares issuable pursuant to a consulting agreement between the Registrant and Seok Woo Lee. (4) Includes 461,765 shares issuable pursuant to a consulting agreement between the Registrant and Hye Kyung Jo. PART I INFORMATION REQUIRED IN THE PROSPECTUS Note: The document(s) containing the information concerning the Marketing Consulting Agreement between MERIDIAN CO., LTD. (the "Company"), and HYE KYUNG CHOI, dated as of January 15, 2003, the Compliance Agreement between MERIDIAN CO., LTD. (the "Company"), SEOK WOO LEE, dated as of January 15, 2003 and the Business Plan Agreement Between MERIDIAN CO., LTD. (the "Company"), and HYE KYUNG JO, dated as of February 01, 2003, the Consulting Agreement between Meridian Co., Ltd. (the "company") required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the statement of availability of registrant information, employee benefit plan annual reports and other information required by Item 2 of Form S-8 will be sent or given to participants as specified in Rule 428. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement on Form S-8 (the "Registration Statement") or as prospectuses or prospectus supplements pursuant to Rule 424. The Company will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Company shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Securities and Exchange Commission, are hereby incorporated by reference into this Prospectus: a. The Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2002; b. The Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2001; All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement, in a supplement to this Registration Statement or in a document incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed supplement to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. The Common Stock being registered pursuant to this registration statement is part of a class of securities registered under Section 12 of the Exchange Act. A description of such securities is contained in our filings under the Exchange Act, and is incorporated herein by reference. ITEM 5. Interests of Named Experts and Counsel. Not applicable. ITEM 6. Indemnification of Directors and Officers. Not applicable. ITEM 7. Exemption From Registration Claimed. Not applicable. ITEM 8. Exhibits. Exhibit Number Description - --------------- ----------- 4.1 Agreement between Meridian Co., Ltd., and Hye Kyung Choi, dated as of January 15, 2003. 4.2 Agreement between Meridian Co., Ltd., and Seok Woo Lee, dated as of January 15, 2003. 4.3 Agreement between Meridian Co., Ltd., and Hye Kyung Jo, Dated as of February 1, 2003 5 Opinion of Legal Counsel. 23.1 Consent of Accountants. 23.2 Consent of Legal Counsel (Included in Exhibit 5). ITEM 9. Undertakings 1. The Registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the formation set forth in the registration statement (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bonafide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seoul, Korea, on this 16th day of July, 2003. MERIDIAN CO., LTD. By: /s/ Myeong, Hyeon-seong - -------------------------------------- Myeong, Hyeon-seong, President and CEO In accordance with the requirements of the Securities Act of 1933 as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ Myeong, Hyeon-seong _______________________ Director, Chief Executive Officer Myeong, Hyeon-seong and President July 16, 2003 /s/ Park, Sang-yeul _______________________ Director Park, Sang-yeul July 16, 2003 /s/ Hong, Sungpil _______________________ Director Hong, Sungpil July 16, 2003 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MERIDIAN CO., LTD. (Exact name of Issuer as specified in its charter) EXHIBIT INDEX Exhibit Number Description - --------------- ----------- 4.1 Agreement between Meridian Co., Ltd., and Hye Kyung Choi, dated as of January 15, 2003. 4.2 Agreement between Meridian Co., Ltd., and Seok Woo Lee, dated as of January 15, 2003. 4.3 Agreement between Meridian Co., Ltd., and Hye Kyung Jo, Dated as of February 1, 2003 5 Opinion of Legal Counsel. 23.1 Consent of Accountants. 23.2 Consent of Legal Counsel (Included in Exhibit 5). EX-4.1 3 doc2.txt MARKETING AGREEMENT MARKETING CONSULTING AGREEMENT THIS MARKETING CONSULTING AGREEMENT is made effective this 15th day of January, 2003 by and; BETWEEN: MS. HYE KYUNG CHOI OF #508 501DONG JAMSIL JUKONG APT. 27 JAMSIL-DONG, SONGPA-KU, SEOUL KOREA (HEREINAFTER REFERRED TO AS "CONSULTANT") AND: MERIDIAN CO., LTD., OF 4F, HEUNGSEONG BLDG., 197-3 JAMSILBON-DONG, SONGPA- GU, SEOUL, KOREA (HEREINAFTER REFERRED TO AS "MERIDIAN") WHEREAS: A. MERIDIAN is engaged in the research, development, manufacturing and sales of medical devices mainly for the Oriental and Natural/Alternative Medicine; B. CONSULTANT is a marketing firm providing professional marketing services in the North America market; and C. MERIDIAN considers it to be in its best interest to engage CONSULTANT to receive marketing consulting services for its products in North America on the terms and subject to the conditions hereinafter set forth. NOW THEREFORE THIS AGREEMENT WITNESS THAT THE PARTIES MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT ---------- 1.1 Subject to the terms and conditions hereof, MERIDIAN hereby engages CONSULTANT to receive the marketing consulting services set out in Section 2.1 hereof (the "Services"). 1.2 CONSULTANT's obligation to perform the Services shall commence following the completion of the list of the Services, and will continue from the Effective Date until terminated in accordance with Article 4 hereof (the "Term"). 2. SERVICES -------- 2.1 Establish public relations methodology designed to increase awareness of MERIDIAN and its products within the North American Region. 2.2 Prepare the marketing plan and disseminate information to the market place, which information has been provided by MERIDIAN. 2.3 Expose MERIDIAN to a broad network of distributors and retail chains. 2.4 Conduct marketing campaigns. 2.5 Advertise the products of MERDIAN by various methods. 3. CONSIDERATION ------------- 3.1 In consideration for the Services, MERIDIAN shall pay CONSULTANT the minimum monthly retainer of $7,500 US or number of the MERIDIAN's common shares equivalent to the value of $7,500 US ($0.17 US per share) invoiced in advance each month. 4. EXPENSES AND COSTS -------------------- 4.1 Company shall pay all costs and expenses incurred by CONSULTANT, its directors, officers, employees, and agents, in carrying out its duties and obligations pursuant to the provisions of this Agreement, excluding CONSULTANT's general and administrative expenses and costs, but including and not limited to the following costs and expenses: a. Travel expenses, including, but not limited to transportation, lodging and food expenses, when such travel is conducted on behalf of the Company. (If requested) b. Seminars, expositions, marketing campaign. c. Radio and television time and print media advertising costs. d. Subcontract fees and costs incurred in preparation of research reports. e. Cost of on-site due diligence meetings. f. Printing and publication costs of brochures and marketing materials. g. Postage on all packages mailed. 4.2 All expenses and costs shall be paid by cash or number of the MERIDIAN's common shares equivalent to the total amount. 5. TERMINATION AND RENEWAL ------------------------- 5.1 This agreement may be terminated by MERIDIAN upon the occurrence of any default by CONSULTANT by giving written notice to CONSULTANT by giving written notice to CONSULTANT specifying the nature of the default. A default will be defined as the occurrence of any one ore more of the following: a. CONSULTANT fails to perform any of the Services in the manner or within the time required herein or commits or permits a breach of or default in any of CONSULTANT's covenants, duties or obligations hereunder; or b. MERIDIAN acting reasonably determines that CONSULTANT or any of its principals, directors, officers, agents or employees has acted, is acting or is likely to act in a manner detrimental to MERIDIAN or has violated the confidentiality of any information as provided for in this agreement. 5.2 This agreement may be renewed for consecutive one year terms, on an annual basis, as agreed to by both parties at the end of the Term. 6. CONFIDENTIALITY --------------- 6.1 All reports, documents, concepts and products together with any business contracts or any business opportunities prepared, produced, developed or acquired by CONSULTANT, directly or indirectly, in connection with CONSULTANT performing the Services (collectively, the "Work Product") will belong exclusively to MERIDIAN which will be entitled to all rights, interest, profits or benefits in respect thereof. 6.2 No copies, summaries or other reproductions of any Work Product shall be made by CONSULTANT without the express permission of MERIDIAN, provided that CONSULTANT is given permission to maintain one copy of the Work Product for its own use. 6.3 CONSULTANT will not disclose any information, documents or Work Product which is developed by CONSULTANT or to which CONSULTANT may have access by virtue of its performance of the Services to any person not expressly authorized by MERIDIAN for that purpose. CONSULTANT will comply with such directions as MERIDIAN may make to ensure the safeguarding or confidentiality of all such information, documents and Work Product. 7. LAW --- 7.1 This agreement shall be governed by and construed in accordance with the laws of the Republic of Korea and the parties hereby irrevocably attorn to the courts of such country. IN WITNESS THEREOF, the parties above have caused this Agreement to be duly executed, as of the day and year set out below. HYE KYUNG CHOI By: /s/ HYE KYUNG CHOI Date: January, 15, 2003 -------------------- ------------------- MERIDIAN CO., LTD., By: /s/ Hyeon Seong Myeong, Date: January, 15, 2003 ---------------------------------------- ------------------- Hyeon Seong Myeong, CEO/President EX-4.2 4 doc3.txt COMPLIANCE AGREEMENT COMPLIANCE AGREEMENT THIS COMPLIANCE AGREEMENT is made effective this 15th day of January, 2003 by and; BETWEEN: MR. SEOK WOO LEE OF 1049-109 SADANG 1 DONG DONGJAK-GU SEOUL, KOREA (HEREINAFTER REFERRED TO AS "CONSULTANT") AND: MERIDIAN CO., LTD., OF 4F, HEUNGSEONG BLDG., 197-3, JAMSILBON-DONG, SONGPA-GU SEOUL, REPUBLIC OF KOREA (HEREINAFTER REFERRED TO AS "MERIDIAN") WHEREAS: A. MERIDIAN is engaged in the research, development, manufacturing and sales of medical devices mainly for the Oriental and Natural/Alternative Medicine; B. CONSULTANT is an investment consulting firm providing professional corporate securities services in the North America market; and C. MERIDIAN considers it to be in its best interest to engage CONSULTANT to receive regulatory services to it on the terms and subject to the conditions hereinafter set forth. NOW THEREFORE THIS AGREEMENT WITNESS THAT THE PARTIES MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT ---------- 1.1 Subject to the terms and conditions hereof, MERIDIAN hereby engages CONSULTANT to receive the regulatory services set out in Section 2.1 hereof (the "Services"). 1.2 CONSULTANT's obligation to perform the Services shall commence following the completion of the list of the Services, and will continue from the Effective Date until terminated in accordance with Article 4 hereof (the "Term"). 2. SERVICES -------- 2.1 CONSULTANT shall perform the Services so as to comply with all applicable securities legislation, the rules and policies of the SEC and NASDAQ OTC and all of the applicable law and regulation. The Services would include: a. Prepare and file Quarterly report to SEC b. Prepare and file Annual report to SEC c. All other necessary financial and non-financial reports SEC and NASD d. Prepare the necessary information documents or packages requested by MERIDIAN 3. CONSIDERATION ------------- 3.1 In consideration for the Services, MERIDIAN shall pay CONSULTANT the minimum monthly retainer of $10,000 US or number of the MERIDIAN's common shares equivalent to the value of $10,000 US ($0.17 US per share) invoiced in advance each month. 3.2 All expenses and costs other than regular monthly service fee shall be paid by cash or number of the MERIDIAN's common shares equivalent to the total amount. 4. TERMINATION AND RENEWAL ------------------------- 4.1 This agreement may be terminated by MERIDIAN upon the occurrence of any default by CONSULTANT by giving written notice to CONSULTANT by giving written notice to CONSULTANT specifying the nature of the default. A default will be defined as the occurrence of any one ore more of the following: a. CONSULTANT fails to perform any of the Services in the manner or within the time required herein or commits or permits a breach of or default in any of CONSULTANT's covenants, duties or obligations hereunder; or b. MERIDIAN acting reasonably determines that CONSULTANT or any of its principals, directors, officers, agents or employees has acted, is acting or is likely to act in a manner detrimental to MERIDIAN or has violated the confidentiality of any information as provided for in this agreement. 4.2 Upon termination of this agreement for any reason, CONSULTANT will deliver to MERIDIAN all documents pertaining to MERIDIAN or its business, including but not limited to all correspondence, reports, contracts, data bases related to MERIDIAN and anything included in the definition of "Work Product" set out in Section 5.1 hereof. 4.3 This agreement may be renewed for consecutive one year terms, on an annual basis, as agreed to by both parties at the end of the Term. 5. CONFIDENTIALITY --------------- 5.1 All reports, documents, concepts and products together with any business contracts or any business opportunities prepared, produced, developed or acquired by CONSULTANT, directly or indirectly, in connection with CONSULTANT performing the Services (collectively, the "Work Product") will belong exclusively to MERIDIAN which will be entitled to all rights, interest, profits or benefits in respect thereof. 5.2 No copies, summaries or other reproductions of any Work Product shall be made by CONSULTANT without the express permission of MERIDIAN, provided that CONSULTANT is given permission to maintain one copy of the Work Product for its own use. 5.3 CONSULTANT will not disclose any information, documents or Work Product which is developed by CONSULTANT or to which CONSULTANT may have access by virtue of its performance of the Services to any person not expressly authorized by MERIDIAN for that purpose. CONSULTANT will comply with such directions as MERIDIAN may make to ensure the safeguarding or confidentiality of all such information, documents and Work Product. 5.4 CONSULTANT may not disseminate nor distribute to the media, members of the public, shareholders of MERIDIAN, prospective investors, members of the investment or brokerage community, securities regulators or any other third party any of the Work Product or any other written or printed information about MERIDIAN or its business, without MERIDIAN first reviewing and approving the Work Product or other information prior to dissemination or distribution. 6. LAW --- 6.1 This agreement shall be governed by and construed in accordance with the laws of the Republic of Korea and the parties hereby irrevocably attorn to the courts of such country. IN WITNESS THEREOF, the parties above have caused this Agreement to be duly executed, as of the day and year set out below. SEOK WOO LEE By: /s/ Seok Woo Lee Date: January, 15, 2003 -------------------- ------------------- MERIDIAN CO., LTD., By: /s/ Hyeon Seong Myeong Date: January, 15, 2003 ------------------------------------ ----------------- Hyeon Seong Myeong, CEO/President EX-4.3 5 doc4.txt BUSINESS PLAN AGREEMENT BUSINESS PLAN AGREEMENT THIS BUSINESS PLAN AGREEMENT ("AGREEMENT") IS DATED FOR REFERENCE THIS 1ST DAY OF FEBRUARY 2003 BETWEEN: MS. HYE KYONG JO of 108-601 Ssangyong Apt. Sungsu 1 ga, 2-dong, Sungdong-gu, Seoul, Korea ("JO") AND: MERIDIAN CO., LTD., of 4F, Heungseong Bldg., 197-3, Jamsilbon-dong, Songpa-gu Seoul, Republic of Korea ("MERIDIAN") BACKGROUND FACTS: A. JO has extensive experience in the corporate document preparation and marketing research. B. MERIDIAN seeks to benefit from JO's expertise by retaining JO to prepare a Business Plan, Marketing Plan and Company Information Materials. IN CONSIDERATION OF THE COVENANTS AND AGREEMENTS HEREIN CONTAINED, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED BY THE PARTIES, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. SERVICES -------- a. JO shall make best efforts to provide business planning services for MERIDIAN. JO will: b. Develop a Business Plan and Marketing Plan according to the concepts and information provided by MERIDIAN. c. Conduct marketing research in Korea, North America, Europe, Asia d. Provide one Draft Versions for review by MERIDIAN e. Incorporate the revisions of the draft review into the final plans f. Provide complete versions of Business Plan, Marketing Plan, Corporate Information Materials. 2. CONSIDERATION ------------- 3.1 In consideration for the Services, MERIDIAN shall pay JO $ 78,500 US or 461,765 of the MERIDIAN's common shares ($0.17 US per share). 3.2 All expenses and costs are included. 3. TERM ---- JO will prepare a business plan and present the first draft version to MERIDIAN within two months from the date first written above. 4. CONFIDENTIALITY --------------- 4.1 All reports, documents, concepts and products together with any business contracts or any business opportunities prepared, produced, developed or acquired by JO, directly or indirectly, in connection with JO performing the Services (collectively, the "Work Product") will belong exclusively to MERIDIAN which will be entitled to all rights, interest, profits or benefits in respect thereof. 4.2 No copies, summaries or other reproductions of any Work Product shall be made by JO without the express permission of MERIDIAN, provided that JO is given permission to maintain one copy of the Work Product for its own use. 4.3 JO will not disclose any information, documents or Work Product which is developed by JO or to which JO may have access by virtue of its performance of the Services to any person not expressly authorized by MERIDIAN for that purpose. JO will comply with such directions as MERIDIAN may make to ensure the safeguarding or confidentiality of all such information, documents and Work Product. 4.4 JO may not disseminate nor distribute to the media, members of the public, shareholders of MERIDIAN, prospective investors, members of the investment or brokerage community, securities regulators or any other third party any of the Work Product or any other written or printed information about MERIDIAN or its business, without MERIDIAN first reviewing and approving the Work Product or other information prior to dissemination or distribution. 5. LAW --- 5.1 This agreement shall be governed by and construed in accordance with the laws of the Republic of Korea and the parties hereby irrevocably attorn to the courts of such country. IN WITNESS THEREOF, the parties above have caused this Agreement to be duly executed, as of the day and year set out below. By: /s/ HYE KYUNG JO Date: February, 01, 2003 -------------------- ------------------- MERIDIAN CO., LTD., By: /s/ Hyeon Seong Myeong, Date: February, 01, 2003 ---------------------------------------- ------------------- Hyeon Seong Myeong, CEO/President EX-5 6 doc5.txt OPINION AND CONSENT OF LEGAL COUNSEL VENTURE LAW CORPORATION - ------------------------- Suite 618 - 688 West Hastings Street Vancouver, British Columbia, V6B 1P1 Telephone: (604) 659-9188 Facsimile: (604) 659-9178 - --------------------------- July 16, 2003 Meridian Co., Ltd. 4F, Heungseong Bldg., 197-3 Jamsilbon-Dong, Songpa-Gu Seoul, Korea Dear Sirs/Mesdames: RE: MERIDIAN CO., LTD. REGISTRATION STATEMENT ON FORM S-8 ------------------------------------------------------------ We have acted as Canadian counsel to Meridan Co., Ltd. (the "Company") in connection with the issue by the Company of 1,968,901 shares of common stock of the Company (the "Shares") to be issued pursuant to three separate consulting agreements with Mr. Seok Woo Lee, Ms. Hye Kyung Choi, and Ms. Hye Kyong Jo (the "Agreements") all of which are attached as exhibits to the Form S-8 Registration Statement provided. We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Memorandum and Articles of the Company and resolutions of the directors of the Company with respect to the matters referred to herein. We have also examined such certificates of public officials, officers of the Company, corporate records and other documents as we have deemed necessary as a basis for the opinion expressed below. In our examination of such documents, we have assumed the authenticity of all documents submitted to us as certified copies or facsimiles thereof. We have also relied upon the resolutions of the board of directors of the Company as to the adequacy of the consideration received by the Company for the issue of the Shares. Based upon the foregoing, and assuming that the Shares will be issued as set forth in the Agreements, at a time when effective, and that there will be full compliance with all applicable securities laws involved under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant to said Acts, and in those states in which the Shares may be sold, we are of the opinion that, upon issuance of the Shares according to the Form S-8 Registration Statement and receipt of the consideration to be paid for the Shares, the Shares will be validly issued, fully paid and non-assessable shares in the capital of the Company. Consent is hereby given to the use of our name in the Registration Statement and to the filing, as an exhibit to the Form S-8 Registration Statement, of this opinion. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act. Yours truly, /s/ Venture Law Corporation - ------------------------------ EX-23.1 7 doc6.txt COSENT OF INDEPENDENT OF ACCOUNTANTS CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS SamDuk Accounting Corporation July 9, 2003 Meridian Co., Ltd. 4F, Heungseong Bldg., 197-3 Jamsilbon-dong, Songpa-gu Seoul, Korea We hereby consent to the incorporation by reference in the Registration Statement on Form S-8, of our report dated May 14, 2003, with respect to the financial statements of Meridian Co., Ltd., included in its report 20-F, filed with the Securities and Exchange Commission on June 30, 2003, which has been incorporated by reference in its entirety in the Registration Statement on Form S-8: July 9, 2003 /s/ SamDuk ___________________________ SamDuk Accounting Corporation -----END PRIVACY-ENHANCED MESSAGE-----