SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10QSB
Quarterly Report under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For Quarter Ended Commission File Number
October 31, 2005 000-27211
MEDINA INTERNATIONAL HOLDINGS, INC.
(FORMERLY COLORADO COMMUNITY BROADCASTING, INC.)
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(Name of Registrant)
Colorado 84-1469319
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(State of incorporation) (I.R.S. Employer
Identification No.)
10088 6th Street, Suite G, Rancho Cucamonga, CA 91730
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 741-5785
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
----- -----
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [__] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
26,925,809 common shares as of October 31, 2005
Part I: FINANCIAL INFORMATION
MEDINA INTERNATIONAL HOLDINGS, INC.
(A Development Stage Company)
INDEX OF FINANCIAL STATEMENTS
Pages
Auditors Review Report -Jaspers + Hall, PC F - 1
Balance Sheets F - 2
Statements of Operations F - 3
Statements of Cash Flows F - 4
Notes to Financial Statements F - 5
Jaspers + Hall, PC
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Medina International Holdings, Inc.
Rancho Cucamonga, California
We have reviewed the accompanying balance sheet of Medina International
Holdings, Inc. (a Development Stage Company) as of October 31, 2005 and the
related statements of operations for the three months and six months periods
ended October 31, 2005, and the related statements of cash flows for the six
months ended October 31, 2005, included in the accompanying Securities and
Exchange Commission Form 10-QSB for the period ended October 31, 2005. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the Public
Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America and the standards of the PCAOB, the objective of which is the expression
of an opinion regarding the financial statements as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
We have previously audited, in accordance with auditing standard No. 1 of the
Public Company Accounting Oversight Board (United States), the balance sheet as
of April 30, 2005, and the related statements of operations, stockholders'
equity and cash flows for the year then ended (not presented herein). In our
report dated September 21, 2005, we expressed an unqualified opinion on those
financial statements. In our opinion, the information set forth in the
accompanying balance sheet as of October 31, 2005 is fairly
stated in all material respects in relation to the balance sheet from which it
has been derived.
Jaspers + Hall, PC.
Denver, Colorado
December 9, 2005
/s/Jaspers + Hall, PC.
F - 1
MEDINA INTERNATIONAL HOLDINGS, INC.
(A Development Stage Company)
Balance Sheets
(Unaudited)
October 31, April 30,
2005 2005
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ASSETS:
Current Assets:
Cash $ 2,824 $ 180
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Total Current Assets 2,824 180
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Fixed assets - mold plug 139,062 -
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TOTAL ASSETS $141,886 $ 180
============== ============
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Liabilities:
Accounts payable and accrued expenses $ 64,100 $ 62,873
Advances from stockholders 126,214 6,375
Loan payable - bank 17,892 -
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TOTAL LIABILITIES 208,206 69,248
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Stockholders' Deficit:
Common stock, $.0001 par value, 100,000,000
shares authorized, 26,925,809 and 26,820,000 shares
issued and outstanding, respectively 2,693 2,682
Share committed to be issued 110
Additional paid-in capital 49,475 26,730
Deficit accumulated during the development stage (118,598) (98,480)
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Total Stockholders' Deficit (66,320) (69,068)
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $141,886 $ 180
============== ============
See accountants review report and the accompanying notes to the financial
statements.
F - 2
MEDINA INTERNATIONAL HOLDINGS, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Three Months Ended Three Months Ended March 16, 1998
October 31, October 31, (Inception) to
------------------------------------ --------------------------------
2005 2004 2005 2004 October 31, 2005
---- ---- ---- ---- ----------------
INCOME $ - $ - $ - $ - $ 25,000
OPERATING EXPENSES:
Professional fees 500 29,000 3,745 29,000 95,422
Bank charges 37 - 131 - 637
Telephone 1,000 1,000 2,200 1,000 4,639
Entertainment 231 1,000 253 1,000 291
Travel 6,484 980 8,448 980 12,630
Settlement of debt - - - - 17,000
Stock compensation 112 - 113 - 2,525
Miscellaneous expenses 2,244 - 4,671 - 9,393
------------------ ----------------- ---------------- --------------- --------------------
Total Operating Expenses 10,608 31,980 19,561 31,980 142,537
------------------ ----------------- ---------------- --------------- --------------------
OTHER INCOME (EXPENSES)
Interest expense (558) - (558) - (1,061)
------------------ ----------------- ---------------- --------------- --------------------
Net Loss from Operations $ (11,166) $ (31,980) $ (20,119) $ (31,980) $(118,598)
================== ================= ================ =============== ====================
Weighted average number of
shares outstanding 26,828,715 2,700,000 26,851,361 2,700,000
Net Loss Per Share $ (.00) (0.012) $ (0.001) $ (0.012)
================== ================= ================ ===============
See accountants' review report and the accompanying notes to the financial
statements.
F -3
MEDINA INTERNATIONAL HOLDINGS, INC.
(A Development Stage Company)
Statements of cash flows
(Unaudited)
March 16, 1998
Six Months Ended (Inception) to
October 31, October 31,
----------------------------------
2005 2004 2005
----------------- ------------- ---------------
Cash Flows From Operating Activities:
Adjustments to reconcile net loss to net cash
used in operating activities:
Net (Loss) $ (20,119) $ (31,980) $ (118,598)
Non-cash items included in loss:
Stock issued for services - - 4,525
Changes in assets and liabilities:
Increase in accounts payable 124,621 - 124,620
Increase in accrued expenses (3,554) 33,080 59,320
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Total Adjustments 121,067 33,080 188,465
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Net Cash Used in Operating Activities 100,949 1,100 69,867
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Cash Flows From Investing Activities:
Purchase of Mold Plug (139,062) - (139,062)
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Net Cash Used in Investing Activities (139,062) - (139,062)
----------------- ------------- ---------------
Cash Flow From Financing Activities:
Proceeds (payments) to/from short-term borrowings - (3,100) 24,266
Proceeds from bank loan 17,892 2,000 -
Issuance of common stock 22,866 - 47,753
----------------- ------------- ---------------
Net Cash Provided By Financing Activities 40,758 (1,100) 72,019
----------------- ------------- ---------------
Increase (Decrease) in Cash 2,644 - 2,824
Cash and Cash Equivalents - Beginning of period 180 - -
----------------- ------------- ---------------
Cash and Cash Equivalents - End of period $2,824 $ - $ 2,824
================= ============= ===============
See accountants' review report and the accompanying notes to the financial
statements.
F-4
MEDINA INTERNATIONAL HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
1. Presentation of Interim Information
In the opinion of the management of Medina International Holdings,
Inc., the accompanying unaudited financial statements include all normal
adjustments considered necessary to present fairly the financial position as of
October 31, 2005, and the results of operations for the three month and six
month period ended October 31, 2005 and 2004, and cash flows for the six months
ended October 31, 2005 and 2004. Interim results are not necessarily indicative
of results for a full year.
The financial statements and notes are presented as permitted by Form
10-QSB, and do not contain certain information included in the Company's audited
financial statements and notes for the fiscal year ended April 30, 2005.
2. Going Concern
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States, which
contemplates continuation of the Company as a going concern. At October 31,
2005, the Company's current liabilities exceeded its current assets by 205,382.
Also, the Company's operations generated no income during the current period
ended and the Company's deficit is 118,598.
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
3. Fixed Assets
Fixed Assets at October 31, 2005 consisted of the following:
Mold Plug $139,062
4. Capital Stock Transactions during the period consisted of the following:
The Company has issued during the three months period ending 10-31-2005,
restricted shares pursuant to exemptions from registration under Sections 4(2),
4(6), and Regulation D as follows:
1. 200 restricted common shares issued to Bloomfield Financials,Inc. for cash.
2. 200 restricted common shares issued to Patricia Bloomfield for cash
3. 200 restricted common shares issued to Michael K. Allen & DO for cash.
4. 200 restricted common shares issued to DMA Consulting for cash.
5. 400 restricted common shares issued to Fryer & Associates & DO for cash.
6. 200 restricted common shares issued to Janet Fryer for cash.
7. 200 restricted common shares issued to Leo D Beattie for cash.
8. 200 restricted common shares issued to Paul Joseph for cash.
9. 300 restricted common shares issued to Vatche Khedesian for cash.
10. 10,000 restricted common shares issued to Greg B Beam for cash.
11. 400 restricted common shares issued to Vasumathi Krishnanad for cash.
12. 1,000 restricted common shares issued to Ashok K Bangalore for cash.
13. 200 restricted common shares issued to Sang Kim for cash.
14. 2,000 restricted common shares issued to Robert Medina for cash.
15. 6,000 restricted common shares issued to Ron L Lara for cash.
16. 2,000 restricted common shares issued to Issac L Burciaga for cash.
17. 200 restricted common shares issued to Jennifer D. Haro for cash.
18. 200 restricted common shares issued to Laticia Leal for cash.
19. 5,203 restricted common shares issued to Arun Madhav for services.
20. 5,203 restricted common shares issued to Tony A. Eshiet for services.
21. 5,203 restricted common shares issued to Mike Swanson for services.
22. 20,000 restricted common shares issued to Point Of View per license
agreement.
23. 25,000 restricted common shares issued to William Pang for Services.
F - 5
ITEM 2. MANAGEMENT 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:
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 develop its commerce some business ventures.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED OCTOBER 31, 2005 COMPARED
TO SAME PERIOD ENDED OCTOBER 31, 2004.
The Company had no revenues in the three-month period ended October 31, 2005 and
2004. The Company is in the pursuit of acquisition or merger with other business
The Company will seek financing for an attempt to acquire other companies. The
Company is planning to manufacture water craft. The Company incurred operating
expenses of $10,608 in 2005 and ($31,980) in 2004 in the quarter. The Company
had a loss on operations of ($11,166) in 2005 compared to $31,980 in 2004 in the
quarter. The loss per share was ($.00) and ($.012) in 2005 and 2004
respectively.
The trend of losses can be expected to continue for the foreseeable
future as the Company attempts to develop/manufacture water craft business.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDED OCTOBER 31, 2005 COMPARED
TO SAME PERIOD ENDED OCTOBER 31, 2004.
The Company had no revenues in the six-month period ended October 31, 2005 or
2004. The Company is in the pursuit of acquisition or merger with other business
The Company may seek financing for an attempt to acquire companies. The Company
is intending to manufacture water craft. The Company incurred operating expenses
of $19,561 in 2005 and $31,980 in 2004 in the quarter. The Company had a loss on
operations of ($20,119) in 2005 compared to ($31,980) in 2004 in the quarter.
The loss per share was ($.001) and ($.012) in 2005 and 2004 respectively.
The trend of losses can be expected to continue for the foreseeable
future as the Company attempts to commerce manufacture water craft business.
LIQUIDITY AND CAPITAL
The Company had only $2,824 in cash as of October 31, 2005, which is
insufficient for any operations of significance. The Company will need to raise
additional capital through loans, or raise equity capital through private
placements in order to carry out any operational plans. The Company has no
sources of such capital at this time.
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. In the event the
Company is able to complete a business combination during this period, lack of
its existing capital may be a sufficient impediment to prevent it from
accomplishing the goal of completing a business combination. There is no
assurance, however, that without funds it will ultimately allow registrant to
carry out its business.
However the Company has acquired the Water Craft Mold Plug from the two major
shareholders of the Company. Cost of the mold amounted to $108,003. The mold is
being completed by the Company. The Company has invested $139062 on the mold and
development work.
The Company will need to raise additional funds to conduct any business
activities in the next twelve months.
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" QUALIFICATION
The Company's auditor has issued a "going concern" qualification as part of
their opinion in the audit report for the year ended April 30, 2005. There is
substantial doubt about the ability of the Company to continue as a "going
concern." The Company has no business, limited capital, debt in excess of
205,381, all of which is current, no cash, nominal other assets, and no capital
commitments. The effects of such conditions could easily be to cause the
Company's bankruptcy.
Management hopes to develop its business plan and will need, at which to
seek and obtain funding, via loans or private placements of stock for operations
debt and to provide working capital.
ITEM 3. CONTROLS AND PROCEDURES
a. 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 October 31, 2005 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.
b. 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.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
The Company has issued during the three months period ending 10-31-2005,
restricted shares pursuant to exemptions from registration under Sections 4(2),
4(6), and Regulation D as follows:
1. 200 restricted common shares issued to Bloomfield Financials,Inc. for cash.
2. 200 restricted common shares issued to Patricia Bloomfield for cash
3. 200 restricted common shares issued to Michael K. Allen & DO for cash.
4. 200 restricted common shares issued to DMA Consulting for cash.
5. 400 restricted common shares issued to Fryer & Associates & DO for cash.
6. 200 restricted common shares issued to Janet Fryer for cash.
7. 200 restricted common shares issued to Leo D Beattie for cash.
8. 200 restricted common shares issued to Paul Joseph for cash.
9. 300 restricted common shares issued to Vatche Khedesian for cash.
10. 10,000 restricted common shares issued to Greg B Beam for cash.
11. 400 restricted common shares issued to Vasumathi Krishnanad for cash.
12. 1,000 restricted common shares issued to Ashok K Bangalore for cash.
13. 200 restricted common shares issued to Sang Kim for cash.
14. 2,000 restricted common shares issued to Robert Medina for cash.
15. 6,000 restricted common shares issued to Ron L Lara for cash.
16. 2,000 restricted common shares issued to Issac L Burciaga for cash.
17. 200 restricted common shares issued to Jennifer D. Haro for cash.
18. 200 restricted common shares issued to Laticia Leal for cash.
19. 5,203 restricted common shares issued to Arun Madhav for services.
20. 5,203 restricted common shares issued to Tony A. Eshiet for services.
21. 5,203 restricted common shares issued to Mike Swanson for services.
22. 20,000 restricted common shares issued to Point Of View per license
agreement.
23. 25,000 restricted common shares issued to William Pang for Services.
All proceeds were used for working capital.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
The Company had Preferred Stock authorized in its original Articles of
Incorporation. After the quarter end, the Board has designated Series A
Convertible Preferred Stock and authorized 50 shares designated as Series A
convertible Preferred Stock. No Series A was issued or outstanding as of October
31, 2005.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
3.10 Certificate of Resignation of Rights & Privileges of Series A Preferred.
Reports on Form 8-K made for the period for which this report is filed:
Filing Date
8K/A 5-23-2005
8K 8-5-2005
8K 8-17-2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: December 09, 2005
MEDINA INTERNATIONAL HOLDINGS, INC.
Sd// Daniel Medina, President
- -------------------------------------------
Daniel Medina, President