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
January 31, 2006 000-27211
MEDINA INTERNATIONAL HOLDINGS, INC.
(Formerly Known as 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) 422-8127 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.
28,030,041 common shares as of January 31, 2006
MEDINA INTERNATIONAL HOLDINGS, INC.
( (A Development Stage Company)
Financial Statements
For the Nine-Month Period Ended January 31, 2006
(Unaudited)
MEDINA INTERNATIONAL HOLDINGS, INC.
(Formerly Known as Colorado Community Broadcasting, Inc.)
FORM 10-Q
INDEX OF FINANCIAL STATEMENTS
Pages
Auditors Report- F-1
Balance Sheets F-2
Statements of Operations F-3
Statements of Cash Flow F-4
Notes to Financial Statements F-5 - F-6
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. ( as of January 31, 2006 and the related statements of operations
for the three-month and nine-month periods ended January 31, 2006 and 2005, and
the cash flows for the nine-months ended January 31, 2006 and 2005 included in
the accompanying Securities and Exchange Commission Form 10-QSB for the period
ended January 31, 2006. These financial statements are the responsibility of the
Company's management.
We conducted our reviews in accordance with standards established by the Public
Company Accounting Oversight Board (PCAOB). 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 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 reviews, 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.
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.
Jaspers + Hall, PC
Denver, Colorado
March 8, 2006
/s/Jaspers + Hall, PC
F-1
MEDINA INTERNATIONAL HOLDINGS, INC.
(A Development Stage Company)
Balance Sheets
(Unaudited)
January 31, April 30,
2006 2005
--------------------------------
ASSETS:
Current Assets:
Cash $ 9,367 $ 180
Inventory 11,428 -
--------------------------------
Total Current Assets 20,795 180
--------------------------------
Work in Process - Mold 161,773 -
--------------------------------
TOTAL ASSETS $182,568 $ 180
================================
LIABILITIES AND STOCKHOLDERS' EQUITY:
Liabilities:
Accounts payable $ 66,874 $ 62,873
Line of credits - bank 23,999
Deposits from customer 10,000
Short-term borrowing from shareholders - related parties 134,542 6,375
--------------------------------
TOTAL LIABILITIES 235,415 69,248
--------------------------------
Stockholders' Deficit:
Common stock, $.0001 par value, 100,000,000
shares authorized, 28,030,041 and 26,820,000 shares
issued and outstanding, respectively 2,803 2,682
Shares to be issued 18,000
Additional paid-in capital 50,050 26,730
Subscription receivable - -
Deficit accumulated during the development stage (123,700) (98,480)
--------------------------------
Total Stockholders' Deficit (52,847) (69,068)
--------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $182,568 $ 180
================================
See accountants' review report and accompanying notes to the financial
statements.
F-2
MEDINA INTERNATIONAL HOLDINGS, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
Three Months Ended Nine Months Ended March 16, 1998
January 31, January 31, (Inception) to
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2006 2005 2006 2005 January 31, 2006
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INCOME $ - $ - $ - $ - $ 25,000
OPERATING EXPENSES:
Professional Fees 1,412 500 5,157 29,500 96,834
Bank Charges 191 697
Telephone 2,200 1,000 4,639
Entertainment 253 1,000 291
Travel 851 87 9,299 1,068 13,481
Settlement expenses 17,000 17,000 17,000
Stock compensation expenses 243 592 356 592 2,768
Miscellaneous expenses 1,273 5,943 10,666
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Total Operating Expenses 3,839 18,179 23,399 50,160 146,376
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Net Loss from Operations (3,839) (18,179) (23,399) (50,160) (121,376)
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OTHER EXPENSES
Interest expense (1,263) (255) (1,821) (255) (2,324)
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NET LOSS $ (5,102) $ (18,434) $ (25,220) $ (50,415) $ (123,700)
============================================================================================
Weighted average number of
shares outstanding 27,731,539 18,148,692 27,115,990 18,148,692
Net loss per share $ 0.00 $ (0.001) $ (0.001) $ (0.003)
===================================================================
See accountants' review report and accompanying notes to the financial
statements.
F-3
MEDINA INTERNATIONAL HOLDINGS, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
March 16, 1998
Nine Months Ended (Inception) to
January 31, January 31,
---------------------------------
2006 2005 2006
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Cash Flows From Operating Activities:
Adjustments to reconcile net loss to net cash
used in operating activities:
Net (Loss) $ (25,220) $ (50,672) $ (123,700)
Non-cash items included in loss:
Stock issued for services 1,189 400 5,714
Stock issued for debt - - 700
Changes in assets and liabilities:
Increase in inventory (11,428) - (11,428)
Increase in accounts payable 4,001 50,672 66,874
Increase in deposits from customers 10,000 10,000
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Total adjustments 3,762 51,072 71,860
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Net Cash Used in Operating Activities (21,458) 400 (51,840)
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Cash Flows From Investing Activities:
Purchase of mold plug (161,773) - (161,773)
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Net Cash Used in Investing Activities (161,773) - (161,773)
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Cash Flow From Financing Activities:
Proceeds from short-term borrowings 128,167 2,700 137,642
Payment of short-term borrowings - (3,100) (3,100)
Proceeds from lines of credit 23,999 - 23,999
Issuance of common stock 40,252 - 64,439
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Net Cash Provided By Financing Activities 192,418 (400) 222,980
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Increase (Decrease) in Cash 9,187 - 9,367
Cash and Cash Equivalents - Beginning of period
180 - -
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Cash and Cash Equivalents - End of period $ 9,367 - $ 9,367
======================================================
Supplemental Cash Flow Information:
Cash paid for :
Interest paid
$ - $ - $ -
======================================================
Taxes paid
$ - $ - $ -
======================================================
See accountants' review report and accompanying notes to the financial
statements.
F-4
MEDINA INTERNATIONAL HOLDINGS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Presentation of Interim Information
In the opinion of the management of Medina International Holdings, Inc.,
formerly known as Colorado Community Broadcasting, Inc., the accompanying
unaudited financial statements include all normal adjustments considered
necessary to present fairly the financial position as of January 31, 2006, and
the results of operations for the three-months and nine-months ended January 31,
2006 and 2005, and cash flows for the nine-months ended January 31, 2006.
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. The Company's
operations generated no income during the current period ended and the Company's
deficit is $(215,000) approximately.
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.
3.Property & Equipment : Property & Equipment are stated at cost. The Company
fallows the practice of capitalization of Plant and Equipment purchased over
$1,000. The cost of ordinary maintenance and repair is charged to operations,
while renewals and replacements are capitalized. Depreciation is computed on
straight line method. However the useful life of the related assets are
estimated
4.Inventory: Inventory at January 31, 2006 were composed of the following:
1. Work in Progress: $11, 428.
5.Related Party Transactions: Short Term Borrowings During the year: officers of
the Company advanced money for the operation of the company Total advances from
the officers equal $134,542. Such advances are unsecured and bear no interest.
F-5
6.Capital Stock Transactions
The Company has issued during the nine months period ending 01-31-2006,
restricted shares pursuant to exemptions from registration under Sections 4(2),
4(6), and Rule 506 Regulation D as follows:
a) 44,100 shares were issued for cash of $ 22,050.
b) 1,165,941 restricted common shares were issued for various services.
c) 33,332 restricted common shares were issued to Point of View for License.
F-6
Part I: FINANCIAL INFORMATION
ITEM 2. 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:
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 2002 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.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDED JANUARY 31, 2006 COMPARED
TO SAME PERIOD ENDED JANUARY 31, 2005.
The Company had no revenues in the period in 2006 or 2005 . The Company is in
the boat manufacturing and marketing business, but has achieved no sales,
although it has orders for 2 boats. The Company incurred operations expenses of
$3,839 in 2006 and $18,436 in 2005 in the quarter. The Company had a loss on
operations of ($5,102) in 2006 compared to ($18,691) in 2005 in the quarter. The
loss per share was nominal and ($.001) in 2006 and 2005 respectively.
RESULTS OF OPERATIONS FOR THE NINE MONTH PERIOD ENDED JANUARY 31, 2006 COMPARED
TO THE SAME PERIOD ENDED JANUARY 31, 2005
The Company had no revenues in the period in 2006 or 2005. The Company had
expenses of $23,399 and $50,160 in the periods in 2006 and 2005 respectively.
The Company had a net loss of ($25,220) in the nine month period in 2006
compared to a net loss of ($50,415) in the same period in 2005. The loss per
share for the nine month period was nominal in 2006 and in 2005.
The trend of losses can be expected to continue for the foreseeable future as
the Company attempts to increase sales in the boat business. Company has
imported two Hulls and Decks from China and assembly is in progress. A newly
designed 22.1 feet Hull and Deck mold for Patrol, Rescue with fire pump has been
developed. The company is assembling one boat for testing.
LIQUIDITY AND CAPITAL
The Company had $9,367 in cash as of January 31, 2006 which is insufficient for
any operations. The Company will need to raise capital through loans or private
placements in order to carry out 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
The Company will need to raise additional funds to conduct any business
activities in the next twelve months. The company has commenced a private
placement of shares @ $.50 share for up to 1,500,000 shares.
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 his
opinion in the Audit Report. There is substantial doubt about the ability of the
Company to continue as a "going concern." The Company has no business, limited
capital, debt of $235,415 all of which is current, minimal cash, illiquid
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 January 30, 2006 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
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 Rule 506 Regulation D as follows:
a) 44,100 shares were issued for cash of $ 22,050.
b) 1,165,941 restricted common shares were issued for various services.
c) 33,332 restricted common shares were issued to Point of View for License
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. The Board has designated Series A Convertible Preferred Stock and
authorized 50 shares designated as Series A Preferred stock. No Series A shares
are issued or outstanding as of January 31, 2006.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 3.10 Certificate of Designation of Rights and Privileges of Series A
Preferred.
Filing Date
Form 8K/A 12-10-2005
Form 8K 8-5-2005
Form 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: March 10, 2006
Medina International Holdings, Inc.
Madhava Rao Mankal
-------------------------------------
/s/Madhava Rao Mankal Chief Financial Officer