SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Annual Report Pursuant to
Fiscal Year Ended April 30, 2005
Commission file number 000-27211
MEDINA INTERNATIONAL HOLDINGS, INC
(FORMERLY COLORADO COMMUNITY BROADCASTING, INC.)
-------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1469319
-------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)
7609 Ralston Road, Arvada, CO 80002
-----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 422-8127
--------------
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
------------
Title of each class
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.
Yes [X ] No
Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.
Yes No [X]
State issuer's revenues for its most recent fiscal year. $0
There were 26,820,000 shares of the Registrant's common stock outstanding as of
April 30, 2005.
The aggregate market value of the 26,820,000 shares of voting common stock held
by non-affiliates of the Registrant is approximately $0 on April 30, 2005.
TABLE OF CONTENTS
PART I
Item 1. Description of Business 1
Item 2. Description of Property 2
Item 3. Legal Proceedings 2
Item 4. Submission of Matters to a Vote of Security Holders 2
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters 3
Item 6. Management's Discussion and Analysis or Plan of
Operation 3
Item 7. Financial Statements 6
Item 8. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 6
Item 8a. Controls and Procedures 6
Item 8b. Other Information 7
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the
Exchange Act 7
Item 10. Executive Compensation 10
Item 11. Security Ownership of Certain Beneficial Owners and
Management 11
Item 12. Certain Relationships and Related Transactions 13
Item 13. Exhibits and Reports on Form 8-K 14
Item 14. Principal Accountant Fees and Services 15
SIGNATURES 16
PART I
Item 1. DESCRIPTION OF BUSINESS
-----------------------
MEDINA INTERNATIONAL HOLDINGS, INC (Formerly Colorado Community
Broadcasting, Inc.) (the "Company") was formed on June 23, 1998. The Company
contracted to purchase the low power television license and station serving
Estes Park, Colorado. It planned to operate the station to broadcast local
programming mixed with appropriate national programming. The Company was unable
to complete purchase arrangements and withdrew from the contract.
Concurrently, a name change for the Company was approved and Medina
International Holdings, Inc. was chosen as the new name. The forward split on a
twelve to one basis and name change were effectuated on February 14, 2005.
The Company was seeking other low power station opportunities in market areas in
the western US. On April 17, 2000, the Company entered into a Letter of Intent
to purchase a low power television license of Station K68CW owned by County
Service Area 29 in Lucerne, California. The Letter of Intent was extended
several times and subsequently, the Company assigned its right under the Letter
of Intent to a third party for assumption of the obligations.
On January 28, 2002, the Registrant entered into an Asset Purchase Agreement
with Mako Communications, LLC to sell its low power television station, W67AF of
Rock Harbor, Florida, subject to FCC approval of the license change for $25,000.
The license transfer was approved and the sale occurred on March 28, 2002. The
Company sold its Monroe County contract for $25,000 in 2002.
The Company does not now have any business operations and was seeking a business
and capital to attempt to operate. Management intends to manufacture and sell
Recreational boats and has taken the following actions during the year ended
April 30, 2005.
1. Management has signed a licensing agreement with Mr. Albert Mardikian to
Manufacture and sell Recreational boats on February 23, 2005. The Company
intends to study whether it can profitably market such a boat.
2. Management has signed a license agreement with Point of View to Market the
Fixed Assets Software both in US and Canada on April 18, 2005.
The Company is in the process of developing business pans to attempt to
launch marketing related to the products licensed.
1
Item 2. DESCRIPTION OF PROPERTY
-------------------------
a) Facilities
----------
The Company does not currently maintain an administrative office or any other
manufacturing facilities. It does currently maintain a mailing address at 10088
6th Street Suite G, Rancho Cucamonga, CA 91730. The Company pays nominal rent of
$50 rent for the use of this mailing address. The Company does not believe that
it will need to maintain an office at any time in the foreseeable future in
order to carry out its plan of operations described herein.
b) Real Property
-------------
None
Item 3. LEGAL PROCEEDINGS
-----------------
As of April 30, 2005, the Company was not a party to any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The following matters were submitted during the period covered by this report to
a vote of security holders of the Company, through the solicitation of proxies
or otherwise.
A) Shareholders meeting was held on February 14, 2005 and the following
resolutions were approved:
1. Election of Madhava Rao Mankal and Daniel Medina as Directors.
2. Appointment of Michael Johnson & Co., LLC as Auditors for the year 2005.
3. Name change from Colorado Community Broadcasting, Inc. to Medina
International Holdings, Inc.
4. Forward split of company's common stock from 1 to 12. (effectuated in
February 2005).
All the above resolutions were carried by 2,207,000 votes in favor comprising
98% outstanding shares as on February 14, 2005.
2
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
----------------------------------------------------------------------
As of the date of this report, there has been no trading or quotation of the
Company's common stock. The range of high and low trade quotations for each
fiscal quarter since the last report, as reported by the National Quotation
Bureau Incorporated, was as follows:
2005 High Low
---- ---- ---
First quarter * *
Second quarter * *
Third quarter * *
Fourth quarter * *
2004 High Low
---- ---- ---
First quarter * *
Second quarter * *
Third quarter * *
Fourth quarter * *
As of April 30, 2005, there were 29 record holders of the Company's common
Stock.
The Company has not declared or paid any cash dividends on its
common stock and does not anticipate paying dividends for the foreseeable
future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Cautionary and Forward Looking Statements
In addition to statements of historical fact, this Form 10-QSB contains
forward-looking statements. The presentation of future aspects of Medina
International Holding, Inc. ("Medina International Holding, Inc." the "Company"
or "issuer") found in these statements is subject to a number of risks and
uncertainties that could cause actual results to differ materially from those
reflected in such statements. Readers are cautioned not to place undue reliance
on these forward-looking statements, which reflect management's analysis only as
of the date hereof. Without limiting the generality of the foregoing, words such
as "may," "will," "expect," "believe," "anticipate," "intend," or "could" or the
negative variations thereof or comparable terminology are intended to identify
forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks
and uncertainties that may cause Medina International Holding, Inc. actual
results to be materially different from any future results expressed or implied
by Medina International Holding, Inc. in those statements. Important facts that
could prevent Medina International Holding, Inc. from achieving any stated goals
include, but are not limited to, the following:
3
Some of these risks might include, but are not limited to, the
following:
(a) volatility or decline of the Company's stock price;
(b) Potential fluctuation in quarterly results;
(c) Failure of the Company to earn revenues or profits;
(d) Inadequate capital to continue or expand its business,
inability to raise additional capital or financing to
implement its business plans;
(e) Failure to achieve a business;
(f) Rapid and significant changes in markets;
(g) Litigation with or legal claims and allegations by
outside parties;
(h) Insufficient revenues to cover operating costs.
There is no assurance that the Company will be profitable, the Company
may not be able to successfully develop, manage or market its products and
services, the Company may not be able to attract or retain qualified executives
and technology personnel, the Company's products and services may become
obsolete, government regulation may hinder the Company's business, additional
dilution in outstanding stock ownership may be incurred due to the issuance of
more shares, warrants and stock options, or the exercise of warrants and stock
options, and other risks inherent in the Company's businesses.
The Company undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the factors described in other documents the
Company files from time to time with the Securities and Exchange Commission,
including the Quarterly Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the Company in 2004 and any Current Reports on Form 8-K filed by the
Company.
The trend of losses can be expected to continue for the foreseeable future as
the Company attempts to commerce some business.
Financial Condition and Changes in Financial Condition
-------------------------------------------------------
Liquidity and Capital Resources
-------------------------------
The Company had total assets of $180 in cash at year-end and liabilities of
$69,248. The Company has insufficient assets and cash to carry on any operations
and will have to sell stock or borrow money to achieve any capital. The Company
currently has no source for any such capital, whatsoever.
4
Results of Operations
----------------------
Year ended April 30, 2005 compared to year ended April 30, 2004. The Company had
no revenues from operations for the years ended April 30,2005 and 2004. The
company incurred $61,627 in administrative expenses in year ended April 30, 2005
compared to $7,149 in the year ended April 30,2004.
In the year ended April 30, 2005, the Company had an operating loss of ($61,882)
including interest accrual, compared to the prior year's loss of ($7,397). Net
loss per share in year ended April 30, 2005 was ($.0022) per share compared to a
loss in the prior fiscal year of ($.0027) per share.
Company also settled an account with an attorney by a Promissory Note for
$17,000 due payable in 1 year.
NEED FOR ADDITIONAL FINANCING
The Company does not have capital sufficient to meet the Company's cash
needs, including the costs of compliance with the continuing reporting
requirements of the Securities Exchange Act of 1934. The Company will have to
seek loans or equity placements to cover such cash needs. Lack of its existing
capital may be a sufficient impediment to prevent it from accomplishing the goal
of expanding its operations. There is no assurance, however, that without funds
it will ultimately allow company to carry out its business.
The Company will need to raise additional funds to expand its business
activities in the future.
No commitments to provide additional funds have been made by management or other
stockholders. Accordingly, there can be no assurance that any additional funds
will be available to the Company to allow it to cover its expenses as they may
be incurred.
Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.
GOING CONCERN
The Company's auditor has issued a "going concern" qualification as part of
their opinion in the Audit Report. There is substantial doubt about the ability
of the Company to continue as a "going concern." During the year ended April 30,
2005, the Company generated no revenue, has a working capital deficiency, and
current liabilities exceed current assets by $69,068. The effects of such
conditions could easily be to cause the Company's bankruptcy.
5
Management hopes to seek and obtain funding, via loans or private placements of
stock for operations, debt and to provide working capital. Management has plans
to seek capital in the form of loans or stock private placements in the next
year of approximately $100,000.
ITEM 7. FINANCIAL STATEMENTS
--------------------
Please refer to pages F-1 through F-8.
ITEM 8. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
-----------------------------------------------------------------
In connection with audits of two most recent fiscal years and any interim period
preceding resignation, no disagreements exist with any former accountant on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope of procedure, which disagreements if not resolved to the
satisfaction of the former accountant would have caused him to make reference in
connection with his report to the subject matter of the disagreement(s).
The principal accountants' reports on the financial statements for any of the
past two years contained no adverse opinion or a disclaimer of opinion nor was
qualified as to uncertainty, audit scope, or accounting principles except for
the "going concern" qualification.
ITEM 8a. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures:
Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of April 30, 2005, the end of the period
covered by this report, the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures. Based upon and as of the date of that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when
required.
6
Changes in Internal Control over Financial Reporting:
----------------------------------------------------
There were no changes in the Company's internal control over financial reporting
identified in connection with the Company evaluation of these controls as of the
end of the period covered by this report that could have significantly affected
those controls subsequent to the date of the evaluation referred to in the
previous paragraph, including any correction action with regard to significant
deficiencies and material weakness.
Evaluation of Internal and Disclosure Controls
-----------------------------------------------
The management of the company has evaluated the effectiveness of the issuer's
disclosure controls and procedures as April 30, 2005 (evaluation date)and have
concluded that the disclosure controls and procedures are adequate an effective
based upon their evaluation as of the evaluation date.
There were no changes in internal controls or in other factors that could affect
internal controls subsequent to the date of the most recent evaluation of such,
including any corrective actions with regard to significant deficiencies and
material weaknesses.
ITEM 8b. OTHER INFORMATION
None.
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND COMPLIANCE WITH
SECTION 16(A)
The directors and executive officers of the Company as of April 30, 2005, are as
follows:
Name Age Position Term
---- --- -------- ----
1. Daniel Medina 51 President/Director Annual
2. Madhava Rao Mankal 54 Chief Financial Officer/Director Annual
3. Mike Swanson 48 Director Annual
4. Tony Eshiet 47 Director Annual
5. Arun Madhav 43 Director Annual
No appointee for a director position has been subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.
7
Daniel Medina 51: Mr. Medina started as a Sales Rep/ Production Manager in
1973-1985 with Rosemary's Draperies. Daniel Medina owned Lavey Craft Boat Co.
from 1985-1992. Mr. Medina was also a partner in California Cool Custom Boats
from 1992- June 1997. He was the designer and manufacturer of all of their
boats. Mr. Medina served as Director of Sales and Marketing and Production
Manager for Sonic Jet Performance, Inc. since October 1999 to October 2001 and
successfully increased the company revenue by 50%. He has extensive experience
in every phase of sales, marketing and manufacturing.
Madhava Rao Mankal 54: Mr. Mankal has more than 28 years of experience as an
executive. He has served as President/CFO of Force Protection, Inc. ( formerly
Sonic Jet Performance, Inc.) since May 1999 to December 31, 2003. He was a
member of the Board of Directors of Force Protection, Inc until September 30,
2004. He has over 25 years of senior financial management experience which
includes the position of controller, chief financial officer and financial
advisor. He is a Certified Chartered Accountant from India and Cost Accountant
from India, and Certified Management Accountant from USA. He is member of the
Institute of Chartered Accountants of India, Institute of Cost and Works
Accountants of India and Institute of Management Accountants, USA. He has
Bachelor Degree in Commerce from Bangalore University.
Michael Swanson 48: Michael Swanson has worked for the City of Orange Fire
Department since 1983 and his present position is Fire Captain. Prior to that,
he worked for the Federal Fire Department, for four years. He is an active
member of the Orange Fire Department Medical Core Committee, Safety Committee,
and Physical Fitness Committee. He is also a member of the International
Association of Fire Fighters Local 2386, and a member of the California
Professional Firefighters. He has received the Valor Award in 1999 from the
Orange Rotary Club for saving the life of a child. Michael Swanson is a
Certified Instructor at Saddleback College Paramedic School 1999, Spinal
Immobilization Instructor 1998, Advanced Airway Instructor 1995, Emergency
Technician Instructor 1989, State Paramedic 1986, State Fire Officer (on going),
Haz Mat, Trench, Swift Water, Confined Space First Responder (on going).
8
Tony A. Eshiet 47: Tony Eshiet has been the Chief Operating Officer of
HollyTouch Corporation since August 2001. Prior to his current position, Mr.
Eshiet was a Executive Vice President and Financial Center Manager of CITIBANK
from June 2000 to August 2001. Prior to joining Citibank Mr. Eshiet was the
Vice-President and Branch Manager of WELLS FARGO BANK from September 1991 to
June 2000, managed high-level branches in Century City, Long Beach and Monterey
Park in California, USA. The bank had recognized Mr. Eshiet as a "Circle of
Stars Performer on many occasions, he has also received Wells Fargo's "Golden
Coach Award" as number one top Branch Manager in sales and customer service. Mr.
Eshiet has a Bachelor of Science degree in Banking and Finance from Johnson C.
Smith University in Charlotte, North Carolina where he was honored as an
"Outstanding Student of the Year". Mr. Eshiet also has his Master Degree in
Business Administration (M.B.A) from the University of Phoenix. Mr. Eshiet holds
a number of licenses in the financial and investment field: Series 7, Series 24,
Series 63 and also Life and Health. Mr. Eshiet serves on Corporate Board of
Directors of S & P Investment Inc. and American Film Venture Group.
Arun Madhav 43 is a founder - director of Eka Technologies, Inc, a product
design and development company from May 2003. Prior to founding Eka, Arun held
various positions at Interlink Electronics, Inc. between April 1997 - May 2003.,
with the most recent being that of Director of Product Marketing at Interlink
Electronics, Inc (LINK). During his tenure at Interlink, he introduced several
new and innovative products ranging from RF remotes to signature pads. Prior to
Intelink, he introduced several new system level products in the field of
Non-Destructive testing for companies such as Physical Acoustics, Nuson and
Ultran Laboratories. Arun has a BS in Mechanical Engineering from Bangalore
University, an MS in Engineering Science and Mechanics from Virginia Tech, and
an MBA from California State University, Northridge.
The term of office of each director and executive officer ends at, or
immediately after, the next annual meeting of shareholders of the Company.
Except as otherwise indicated, no organization by which any director or officer
has been previously employed is an affiliate, parent or subsidiary of the
Company.
9
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.
ITEM 10. EXECUTIVE COMPENSATION
- -------------------------------
The Company accrued or paid compensation to the executive officers as a
group for services rendered to the Company in all capacities during the fiscal
year ended April 30, 2005. No cash bonuses were or are to be paid to such
persons.
The following table sets forth certain information concerning the remuneration
paid by the Company for the fiscal year ended December 31, 2004, for each
officer and director.
SUMMARY COMPENSATION TABLE OF EXECUTIVES
Annual Compensation Awards
- -----------------------------------------------------------------------------------------------------------------------
Name and Principal Year Salary ($) Bonus ($) Other Annual Restricted Stock Securities
Position Compensation ($) Award(s) Underlying Options/
($) SARs (#)
- -----------------------------------------------------------------------------------------------------------------------
Daniel Medina, 2002 0 0 0 0 0
President and 2003 0 0 0 0 0
Director 2004 0 0 0 1,000,000 0
- -----------------------------------------------------------------------------------------------------------------------
Madhava Rao Mankal 2002 0 0 0 0 0
Chief Financial Officer 2003 0 0 0 0 0
and Director 2004 0 0 0 1,000,000 0
-------------------------------------------------------------------------------------------------------------------------
10
- -----------------------------------------------------------------------------------------------------------------------
Mike Swanson 2002 0 0 0 0 0
2003 0 0 0 0 0
Director 2004 0 0 0 0 0
- -----------------------------------------------------------------------------------------------------------------------
Tony Eshiet 2002 0 0 0 0 0
2003 0 0 0 0 0
Director 2004 0 0 0 0 0
- -----------------------------------------------------------------------------------------------------------------------
Arun Madhav 2002 0 0 0 0 0
2003 0 0 0 0 0
Director 2004 0 0 0 0 0
- -----------------------------------------------------------------------------------------------------------------------
All Officers 2002 0 0 0 0 0
as a group (2) 2003 0 0 0 0 0
2004 0 0 0 0 0
11
The Company has no employee incentive stock option plan.
There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.
Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End option/SAR value
(None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------------------------------------
The following table sets forth information, as of April 30, 2005, with
respect to the beneficial ownership of the Company's no par value common stock
by each person known by the Company to be the beneficial owner of more than five
percent of the outstanding common stock.
12
Number of Percentage of
Name Shares Owned Class
------------------------------------- ---------------- -------------
Daniel Medina 11,184,000 45.56
10088 6th St.
Suite G
Rancho Cucamonga, CA 91730
Madhava Rao Mankal 11,400,000 46.44
10088 6th St.
Suite G
Rancho Cucamonga, CA 91730
Mike Swanson 0 0
10088 6th St.
Suite G
Rancho Cucamonga, CA 91730
Tony Eshiet 0 0
10088 6th St.
Suite G
Rancho Cucamonga, CA 91730
Arun Madhav 0 0
10088 6th St.
Suite G
Rancho Cucamonga, CA 91730
Officers and Directors as a group 22,584,000 92
PART IV
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
It is possible that the Company will adopt a plan to pay or accrue compensation
to its officers and directors for services related to seeking business
opportunities and completing a merger or acquisition transaction.
Although management has no current plans to cause the Company to do so, it is
possible that the Company may enter into an agreement with an acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's current stockholders to the acquisition candidate or principals
thereof, or to other individuals or business entities, or requiring some other
form of payment to the Company's current stockholders, or requiring the future
employment of specified officers and payment of salaries to them. It is more
likely than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price substantially
higher than that originally paid by such stockholders. Any payment to current
stockholders in the context of an acquisition involving the Company would be
determined entirely by the largely unforeseeable terms of a future agreement
with an unidentified business entity.
Transactions with Management and Others
----------------------------------------
1. 1 Million Shares each were issued to two directors, Rao Mankal, and Daniel
Medina as consideration for agreeing to become Directors of the Company in
December 2004 in reliance upon exemption provided in Section 4 (2) of the
Securities Act of 1933.
2. 10,000 shares were issued for services in December 2004 in reliance upon
exemption provided in Section 4 (2) of the Securities Act of 1933.
13
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
The following documents are filed as part of this report:
1. Reports on Form 8-K: None
2. Exhibits:
1. Exhibit 3.1 Articles of Incorporation
*Incorporated by reference to Registration Statement #000-27211
2. Exhibit 3.4 Filed on 12-10-2004:Amended Bylaws of Colorado Community
Broadcasting. *Incorporated by reference to Registration Statement #000-27211
Exhibit 3.5 Articles of Amendment.
3. Filed on 10-18-2004 : Appointment of Daniel Medina as President and Director
on October 11,2004 and appointment of Madhava Rao Mankal as Chief Financial
Officer and director become effective ten days after mailing of Notice to
Shareholders pursuant to Section 14f of the Securities exchange Act of 1934.
Adelisa Shwayder has resigned as President effective October 11, 2004. She also
has tendered her resignation as Director, to be effective upon compliance with
Section 14f of the Securities Exchange Act
4. 8-K Filed on 2-16-2005:
5. Exhibit 10.1: Licensing Agreement for Modena Sports Vortex. (Incorporated by
reference to 8-K Filed on 3/17/2005.
6. 8-K Filed on 5-20-2005: Medina International Holdings, Inc. appointed Mr.
Michael Swanson, Mr. Tony A. Eshiet and Mr. Arun Madhav as directors of the
Company effective May 19, 2005.
14
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
- - ---------------------------------------------
General. Jaspers + Hall, PC is the Company's principal auditing/ accountant
firm. The Company's Board of directors has considered whether the provisions of
audit services is compatible with maintaining Jaspers + Hall, PC's independence.
Audit Fees. Our former auditor Michael Johnson & Co, LLC billed the
Company $8,000 for the following professional services: audit of the annual
financial statement of the Company for the fiscal years ended April 30, 2002,
2003, 2004 and review of the interim financial statements included in quarterly
reports on Form 10-QSB for the periods ended July 31, 2002, October 31, 2002,
January 31, 2003, July 31, 2003, October 31, 2003, January 31, 2004, July 31,
2004, October 31, 2004 and January 31, 2005.
There were no audit related fees paid in 2002, 2003, 2004 or 2005.
There were no tax fees or other fees in 2002, 2003, 2004 or 2005 paid to
Auditors or Auditors affiliates.
The Company's Board acts as the audit committee and had no "pre-approval
policies and procedures" in effect for the auditors" engagement for the audit
year 2002, 2003, 2004 and 2005.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
MEDINA INTERNATIONAL HOLDINGS,INC.
(FORMERLY COLORADO COMMUNITY BROADCASTING, INC.)
(Registrant)
Date: August 8, 2005
/s/ Daniel Medina
------------------------------
Daniel Medina, President
DIRECTORS:
/s/ Daniel Medina
---------------------------------
Director
/s/ Madhava Rao Mankal
---------------------------------
Director
16
FINANCIAL STATEMENTS
TABLE OF CONTENTS
PAGE
-------
INDEPENDENT AUDITORS' REPORT..................................F-1
BALANCES SHEET................................................F-2
STATEMENTS OF OPERATIONS .....................................F-3
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)..................F-4
STATEMENTS OF CASH FLOWS......................................F-5
NOTES TO FINANCIAL STATEMENTS.................................F-6 - F-8
JASPERS + HALL, PC
CERTIFIED PUBLIC aCCOUNTANTS
9175 E. Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Jaspers + Hall, PC
Denver, Colorado
We have audited the accompanying balance sheet of Medina International Holdings,
Inc, formerly known as Colorado Community Broadcasting, Inc. (A Development
Stage Company) as of April 30, 2005, and the related statement of operations,
cash flows, and changes in stockholders' deficit for the year then ended and for
the period from March 16, 1998 (inception) to April 30, 2005. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 Medina International Holding,
Inc. at April 30, 2005, and the results of their operations and their cash flows
for the year ended April 30, 2005 and for the period from March 16, 1998
(inception) to April 30, 2005 in conformity with generally accepted accounting
principles.
The financial statements for the year ended April 30, 2004, were audited by
other accountants, whose report dated November 1, 2004 on those statements
included an explanatory paragraph describing conditions that raised substantial
doubt about the Company's ability to continue as a going concern.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.
Management's plans in regard to these matters are also described in Note 5. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Jaspers + Hall, PC
Denver, Colorado
July 25, 2005
/s/Jaspers + Hall, PC
F-1
MEDINA INTERNATIONAL HOLDINGS, INC
(FORMERLY COLORADO COMMUNITY BROADCASTING, INC.)
(A Development Stage Company)
Balance Sheets
April 30,
2005 2004
------------ -------------
ASSETS:
Current Assets:
Cash $ 180 $ ---
------------ -------------
TOTAL ASSETS $ 180 $ ---
============ =============
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Liabilities:
Accounts payable and accrued expenses $62,873 $ 6,748
Advances from stockholders 6,375 3,100
------------ -------------
TOTAL LIABILITIES 69,248 9,848
------------ -------------
Stockholders' Deficit:
Common stock, $.0001 par value, 100,000,000
shares authorized, 26,820,000 and 2,700,000
shares issued and outstanding 2,682 270
Additional paid-in capital 26,730 26,730
Subscription receivable - (250)
Deficit accumulated during the development stage (98,480) (36,598)
------------ -------------
Total Stockholders' Deficit (69,068) (9,848)
------------ -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 180 $ ---
============ ============
The accompanying notes are an integral part of these financial statements.
F-2
MEDINA INTERNATIONAL HOLDINGS, INC
(FORMERLY COLORADO COMMUNITY BROADCASTING, INC.)
(A Development Stage Company)
Statement of Operations
March 16, 1998
For the Year Ended (Inception) to
April 30, April 30,
2005 2004 2005
---- ---- ----
INCOME $ - $ - $ 25,000
OPERATING EXPENSES:
Professional Fees 34,075 7,058 91,678
Bank Charges 20 91 506
Telephone 2,389 - 2,439
Entertainment - - 38
Travel 1,009 - 4,182
Settlement of debt 17,000 17,000
Stock compensation 2,412 - 2,412
Miscellaneous expense 4,722 4,722
-------- -------- ---------
Total Operating Expenses 61,627 7,149 122,977
-------- -------- ---------
OTHER INCOME (EXPENSES)
Interest expense (255) (248) (503)
-------- -------- ---------
NET LOSS $(61,882) $(7,397) $ (98,480)
======= ======== =========
Weighted average number of
shares outstanding 26,820,000 2,700,000
======== ========
Net Loss Per Share $(0.0022) $(0.0027)
======== ========
* Less than $0.01 per share
The accompanying notes are an integral part of these financial statements.
F-3
MEDINA INTERNATIONAL HOLDINGS, INC
(FORMERLY COLORADO COMMUNITY BROADCASTING, INC.)
(A Development Stage Company)
Statement of Changes in Stockholders' Deficit
Deficit
Accumulated
Additional During the
Common Stock Paid-In Subscription Development Deficit
Shares Amount Capital Receivable Stage Totals
------ ------ ------- ---------- --------- ------
Balance - March 16, 1998 - $ - $ - $ - $ - $ -
Stock issued for services 2,400,000 240 1,760 - - 2,000
Stock issued for cash 300,000 30 24,970 (10,500) - 14,500
Net loss for year - - - - (2,793) (2,793)
------- ---- ------- ------- -------- -------
Balance - April 30, 1999 2,700,000 270 26,730 (10,500) (2,793) 13,707
------- ---- ------- ------- -------- -------
Cash payment of
subscription receivable - - - 10,250 - 10,250
Net loss for year - - - - (5,253) (5,253)
------- ---- ------- ------- -------- -------
Balance - April 30, 2000 2,700,000 270 26,730 (250) (8,046) 18,704
------- ---- ------- ------- -------- -------
Net loss for year - - - - (21,426) (21,426)
------- ---- ------- ------- -------- -------
Balance - April 30, 2001 2,700,000 270 26,730 (250) (29,472) (2,722)
------- ---- ------- ------- -------- -------
Net income for year - - - - 4,881 4,881
------- ---- ------- ------- -------- -------
Balance - April 30, 2002 2,700,000 270 26,730 (250) (24,591) 2,159
------- ---- ------- ------- -------- -------
Net loss for year - - - - (4,610) (4,610)
------- ---- ------- ------- -------- -------
Balance - April 30, 2003 2,700,000 270 26,730 (250) (29,201) (2,451)
--------- ---- ------- ------- -------- -------
Net loss for year - - - - (7,397) (7,397)
--------- ---- ------- ------- -------- -------
Balance - April 30, 2004 2,700,000 270 26,730 $ (250) $(36,598) $(9,848)
--------- ---- ------- ------- -------- -------
Subscription receivable - - - 250 - 250
Shares issued for services 24,120,000 2,412 - - - 2,412
Net loss for year - - - - (61,882) (61,882)
------- ---- ------- ------- -------- -------
Balance - April 30, 2005 26,820,000 $2,682 $26,730 $ - $(98,480) $(69,068)
========== ====== ======= ======= ======== =======
The accompanying notes are an integral part of these financial statements.
F-4
MEDINA INTERNATIONAL HOLDINGS, INC
(FORMERLY COLORADO COMMUNITY BROADCASTING, INC.)
(A Development Stage Company)
Statements of Cash Flows
Indirect Method
March 16, 1998
For the Year Ended (Inception)to
April 30, April 30,
2005 2004 2005
---- ---- ----------
Flows From Operating Activities:
Net (Loss) $ (61,882) $ (7,397) (98,480)
Adjustments to reconcile net loss to net cash
used in operating activities:
Non-cash item included in loss:
Stock issued for services 2,412 - 4,412
Changes in assets and liabilities:
Increase in accrued expenses 56,125 6,748
62,873
-------- ------- ---------
Total adjustments 58,537 6,748 67,285
-------- ------- ---------
Net Cash Used in Operating Activities (3,345) (649) (31,195)
-------- ------- ---------
Cash Flow From Financing Activities:
Proceeds (payments) from/to advances 3,275 - 6,375
Receipt of Subscription Receivable 250 - 25,000
------ ------- ---------
Net Cash Provided By Financing Activities 3,525 - 31,375
------ ------- ---------
Increase (Decrease) in Cash 180 (649) 180
Cash and Cash Equivalents - Beginning of period - 649 -
------ ------- ---------
Cash and Cash Equivalents - End of period $180 $ - $180
====== ======= =========
Supplemental Cash Flow Information:
Cash paid for taxes:
Interest paid $ - $ - $ -
====== ======== =========
Taxes paid $ - $ - $ -
====== ======== =========
The accompanying notes are an integral part of these financial statements.
F-5
MEDINA INTERNATIONAL HOLDINGS, INC.
(FORMERLY COLORADO COMMUNITY BROADCASTING, INC.)
(A Development Stage Company)
Notes To Financial Statements
April 30, 2005
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nature of Operations
MEDINA INTERNATIONAL HOLDINGS, INC (Formerly Colorado Community Broadcasting,
Inc.) (the "Company") was incorporated on March 16, 1998 in the state of
Colorado. The Company was primarily engaged in raising capital funds from
investors and contracting to purchase a low power television license and
station.
The Company's fiscal year end is April 30.
Basis of Presentation - Development Stage Company
The Company has not earned any significant revenue from limited principal
operations. Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Enterprise" as set forth in Financial Accounting
Standards Board Statement No. 7 ("SFAS 7").
Among the disclosures required by SFAS 7 are that the Company's financial
statements be identified as those of a development stage company, and that the
statements of operations, stockholders' equity (deficit) and cash flows disclose
activity since the date of the Company's inception.
Basis of Accounting
The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considered all cash and
other highly liquid investments with initial maturities of three months or less
to be cash equivalents.
Net earning (loss) per share
Net loss per share is based on the weighted average number of common shares and
common share equivalents outstanding during the period.
Income Taxes
The Company accounts for income taxes under SFAS No. 109, which requires the
asset and liability approach to accounting for income taxes. Under this method,
deferred tax assets and liabilities are measured based on differences between
financial reporting and tax bases of assets and liabilities measured using
enacted tax rates and laws that are expected to be in effect when differences
are expected to reverse.
F-6
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)
------------------------------------------
Other Comprehensive Income
The Company has no material components of other comprehensive income (loss) and,
accordingly, net loss is equal to comprehensive loss in all periods.
Fair Value of Financial Instruments
The carrying amount of accounts payable is considered to be representative of
its respective fair value because of the short-term nature of this financial
instrument.
NOTE 2 - CAPITAL STOCK TRANSACTIONS:
The authorized capital stock of the Company is 100,000,000 shares of common
stock at $.0001 par value. The Company has issued 26,820,000 shares to twenty
nine individuals for $25,000 and services.
On February 14, 2005, the board of directors and shareholders of the Company
declared a 12-for-1 stock split of outstanding common stock payable February 14,
2005.
All share and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to give effect to the
stock splits.
NOTE 3 - INCOME TAXES
There has been no provision for U.S. federal, state, or foreign income taxes for
any period because the Company has incurred losses in all periods and for all
jurisdictions.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets are as follows:
Deferred tax assets
Net operating loss carryforwards $98,480
Valuation allowance for deferred tax assets (98,480)
-------
Net deferred tax assets $ -
=======
========
Realization of deferred tax assets is dependent upon future earnings, if any,
the timing and amount of which are uncertain. Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance. As of April 30, 2005,
the Company had net operating loss carryforwards of $98,480 for federal and
state income tax purposes. These carryforwards, if not utilized to offset
taxable income begin to expire in 2007. Utilization of the net operating loss
may be subject to substantial annual limitation due to the ownership change
limitations provided by the Internal Revenue Code and similar state provisions.
The annual limitation could result in the expiration of the net operating loss
before utilization.
NOTE 4 - SHORT-TERM BORROWINGS:
Related Party Transactions
Officers of the Company have provided services and advanced cash to the
Company for operations. Advances from these officers and shareholders of the
Company totaled $6,375 as of April 30, 2005. These advances are unsecured, bear
no interest,and due on demand.
F-7
MEDINA INTERNATIONAL HOLDINGS, INC.
(FORMERLY COLORADO COMMUNITY BROADCASTING, INC.)
(A Development Stage Company)
Notes To Financial Statements
April 30, 2005
NOTE 5 - GOING CONCERN:
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates
continuation of the Company as a going concern. The Company has reoccurring
losses of $98,480 and current liabilities exceed current assets by $69,068.
The future success of the Company is likely dependent on its ability to attain
additional capital to develop its proposed products and ultimately, upon its
ability to attain future profitable operations. There can be no assurance that
the Company will be successful in obtaining such financing, or that it will
attain positive cash flow from operations.
F-8