Edgar Filing: MEDINA INTERNATIONAL HOLDINGS, INC.

MEDINA INTERNATIONAL HOLDINGS, INC. SCHEDULE 14C - PRELIMINARY INFORMATION
STATEMENT.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C INFORMATION/A
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934

Check the appropriate box:

[ X] Preliminary Information Statement

[ ]Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))

[ ]Definitive Information Statement

MEDINA INTERNATIONAL HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] None required

[ ]Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing

1. Amount previously paid:
2. Form, Schedule or Registration Statement No.:
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4. Date Filed:

MEDINA INTERNATIONAL HOLDINGS, INC.
191 Kettering DR.
Ontario, CA 91761
909-522-4414

NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF OUR MAJORITY STOCKHOLDERS

To Our Stockholders:

We are writing to advise you that certain common and preferred stockholders,
owning approximately 76.84% of combined voting power of the common and preferred
stock, have approved by written consent in lieu of a stockholders' meeting, the
proposal to effect the following:

1. To amend the Company's articles of incorporation to increase the
authorized common shares of the Company from 500,000,000 shares of
common stock at par value $0.0001 to 12,000,000,000 shares of common
stock at par value $0.00001. This action will become effective upon
the filing of an amendment to our Articles of Incorporation with the
Secretary of State of Colorado.

2.(a) TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new
class of preferred Series C shares. Corporation has defined the
terms of new class of Super Preferred Series C stock, please see
attached EXHIBIT A.

(b) TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new
class of preferred Series D shares. Corporation has defined the
terms of new class of Super Preferred Series D stock, please see
attached EXHIBIT A.

On June 23, 2014, our board of directors unanimously approved the above
proposals.

PLEASE NOTE THAT THE NUMBER OF VOTES RECEIVED FROM STOCKHOLDERS BY WRITTEN
CONSENT IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT FOR THESE
ACTIONS UNDER COLORADO LAW AND NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED
TO APPROVE THE ACTIONS.

No action is required by you. The accompanying Information Statement is
furnished only to inform stockholders of those actions taken by written consent
described above before they take effect in accordance with Rule 14c-2,
promulgated under the Securities Exchange Act of 1934, as amended. This
Information Statement is first being mailed to you on or about ................,
2014, and we anticipate the effective date of the proposed actions to be
............., 2014, the record date, or as soon thereafter as practicable in
accordance with applicable law, including the Colorado Revised Statutes. WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The accompanying Information Statement is for information purposes only and
explains the actions taken by written consent. Please read the accompanying
Information Statement carefully.

July 7, 2014 Very truly yours,

DANIEL MEDINA
-------------
DANIEL MEDINA
President

MEDINA INTERNATIONAL HOLDINGS, INC.
191 Kettering DR.
Ontario, CA 91761
909-522-4414

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND
REGULATION 14C THEREUNDER

This Information Statement is being sent by first class mail to all record and
beneficial owners of the common stock, $0.0001 par value per share and Class A
preferred stock, $0.01 par value per share of MEDINA INTERNATIONAL HOLDINGS,
INC., a Colorado corporation, which we refer to herein as "MIHI," "company,"
"we," "our" or "us." The mailing date of this Information Statement is on or
about ..............., 2014. The Information Statement has been filed with the
Securities and Exchange Commission (the "SEC") and is being furnished, pursuant
to Section 14(c) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to notify our stockholders of actions we are taking pursuant to
written consents of a majority of our voting power in lieu of a meeting of
stockholders.

On June 20, 2014, we had 56,090,117 shares of common stock issued and
outstanding and 30 shares of Class A preferred stock outstanding. Each share of
common stock is entitled to one vote per share; the Class A preferred stock is
1% percent of issued and outstanding common stock. All shares of common stock
and preferred stock vote as a single class on matters submitted to shareholders.
Accordingly, the combined voting power of all of the outstanding shares of
common stock and all of the outstanding preferred shares is 72,917,153 votes.
Accordingly, 36,458,576 combined votes of the common and preferred stock is
necessary to pass the resolution approving the above resolutions.

NO VOTE OR OTHER CONSENT OF OUR STOCKHOLDERS IS BEING SOLICITED IN CONNECTION
WITH THIS INFORMATION STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.

On June 20, 2014, certain stockholders who beneficially owned 56,030,037 votes
out of 72,917,153 or approximately 76.84% of the combined voting power of the
common stock and preferred stock consented in writing to effect:

1. To amend the Company's articles of incorporation to increase the authorized
common shares of the Company from 500,000,000 shares of common stock at par
value $0.0001 to 12,000,000,000 shares of common stock at par value
$0.00001. This action will become effective upon the filing of an amendment
to our Articles of Incorporation with the Secretary of State of Colorado.

2. a. TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new class of
preferred Series C shares. Corporation has defined the terms of new class
of Super Preferred Series C stock, please see attached EXHIBIT A.

b. TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new class of
preferred Series D shares. Corporation has defined the terms of new class
of Super Preferred Series D stock, please see attached EXHIBIT A.

Following have approved the above resolutions:

1.Tim Spooner 1,900,000 Salesman - Not an affiliate
2. Michael Gallo 293,750 Director
3. Erich Lewis 521,250 Director
4. Madhava Rao Mankal 20,685,185 Director
5. Daniel Medina 20,634,185 Director
6. Albert Mardikian & Associates 11,995,667 5% shareholder
----------
Total 56,030,037
----------

Also on June 23, 2014, our board of directors approved the above action, subject
to approval by the stockholders. No other corporate actions to be taken by
written consent were considered.

We are not aware of any substantial interest, direct or indirect, by security
holders or otherwise, that is in opposition to matters of action being taken. In
addition, pursuant to the laws of Colorado, the action to be taken by majority
written consent in lieu of a special stockholders meeting does not create
appraisal or dissenters' rights.

Our board of directors determined to pursue stockholder action by majority
written consent of those shares entitled to vote in an effort to reduce the
costs and management time required to hold a special meeting of stockholders and
to implement the above action in a timely manner.

Under Section 14(c) of the Exchange Act, actions taken by written consent
without a meeting of stockholders cannot become effective until 20 days after
the mailing date of this definitive Information Statement, or as soon thereafter
as is practicable. We are not seeking written consent from any stockholders
other than as set forth above and our other stockholders will not be given an
opportunity to vote with respect to the actions taken. All necessary corporate
approvals have been obtained, and this Information Statement is furnished solely
for the purpose of advising stockholders of the actions taken by written consent
and giving stockholders advance notice of the actions taken.

TABLE OF CONTENTS

Page
--------------------

FORWARD-LOOKING STATEMENTS 6
QUESTIONS AND ANSWERS 6
SUMMARY 6
MEDINA INTERNATIONAL HOLDINGS, INC. 7
OUTSTANDING VOTING SECURITIES AND CONSENTING STOCKHOLDERS 7
Amendment to Articles of Incorporation 8

New Class of preferred Series C shares 8
New Class of preferred Series D shares 8
Other Effects on Outstanding Shares 9
No Appraisal Rights 14
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 14
WHERE YOU CAN FIND MORE INFORMATION 15
EFFECTIVE DATE 15
MISCELLANEOUS MATTERS 15
CONCLUSIONS 15

FORWARD-LOOKING INFORMATION

This Information Statement and other reports that we file with the SEC contain
certain forward-looking statements relating to future events performance. In
some cases, you can identify forward-looking statements by terminology such as
"may," "will" "should," "expect," "intend," "plan," "anticipate," "believe,"
"estimate," "predict," "potential," "continue," or similar terms, variations of
such terms or the negative of such terms. These statements are only predictions
and involve known and unknown risks, uncertainties and other factors, including
those risks discussed elsewhere herein. Although forward-looking statements, and
any assumptions upon which they are based, are made in good faith and reflect
our current judgment, actual results could differ materially from those
anticipated in such statements. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.

QUESTIONS AND ANSWERS

Q: Why did I receive this Information Statement?
A: Stockholders owning a majority of the combined voting power of our
outstanding shares of common stock and Series A preferred stock took action by
written consent in lieu of a stockholders' meeting. Federal securities laws
require that our other stockholders receive this Information Statement before
the action can become effective.

Q: What actions did the stockholders take?
A: The stockholders executed a written consent on June 20, 2014 approving the
proposals pursuant to SEC rules and regulations, these actions require
notification to all of our stockholders.

Q: What action do I need to take as a stockholder?
A: You are not required to take any action. The actions approved by written
consent can take effect 20 days from the date of mailing this Information
Statement.

Q: Am I entitled to appraisal rights?
A: No. You are not entitled to appraisal rights in accordance with Colorado law
in connection with the actions taken by written consent.

Q: Where can I find more information about the company?
A: As required by law, we file annual, quarterly and current reports and other
information with the SEC that contain additional information about our company.
You can inspect and copy these materials at the public reference facilities of
the SEC's Washington, D.C. office, 100 F Street, NE, Washington, D.C. 20549 and
on its Internet site at http://www.sec.gov.

Q: Who can help answer my questions?
A: If you have questions about the company after reading this Information
Statement, please contact us in writing at our principal executive offices at
191 Kettering DR., Ontario, CA 91761.

SUMMARY

This summary sets forth certain selected information contained in this
Information Statement that may be important to you to better understand
transactions referred to in this summary. This summary also provides
cross-references to the location in the Information Statement of the information
summarized.

MEDINA INTERNATIONAL HOLDINGS, INC.

Medina International Holdings, Inc. ("Medina," "we," "us," "Company") was
incorporated on June 23, 1998 in the state of Colorado as Colorado Community
Broadcasting, Inc. In February 14, 2005, the Company changed its name to Medina
International Holdings, Inc. Our corporate offices are located at 191 Kettering
Dr., Ontario, California, 91761, and our telephone number is (909) 522-4414.

Medina manufactures products and services to assist emergency and defense
organizations and personnel. Our products are manufactured by the Company's
wholly owned subsidiary Harbor Guard Boats, Inc. The Company's securities are
traded on Over the Market under the symbol, "MIHI."

In 2004, there was a change of management. Since these organizational
restructurings, we have pursued a business plan that focuses on watercraft
manufacturing for rescue, emergency, and defense operations, as well as,
recreational uses.

Medina Marine, Inc. was formed in the State of California, on May of 2006, as a
wholly owned subsidiary for the sole purpose of manufacturing watercrafts. Since
inception, Medina Marine has sold three fiberglass watercrafts, two in the
United States and one abroad. Presently it is not an operating Company.

The Company acquired Harbor Guard Boats, Inc. (Formerly called Modena Sports
Design, LLC) as a wholly owned subsidiary of the company on June 18, 2008 and is
incorporated in the State of California since 2003 to produce fire rescue,
rescue and recreational boats. Harbor Guard Boats currently has nine (9) models
of commercial and recreational watercrafts, ranging from 15' to 40' in length.

Harbor Guard Boats ("HGB") designs, manufactures, and markets high-performance,
hand-laid fiberglass and aluminum commercial watercrafts ranging from 15' to
40', which are utilized by fire, search & rescue, emergency, patrol, military
and defense organizations. These watercrafts combine innovative designs with
power, safety, handling and stability to create superior products designed to
protect and save lives.

MIHI is a reporting company under the Exchange Act, and our public filings can
be accessed at www.sec.gov. MIHI's common stock is listed for quotation on the
OTC-QB under the trading symbol "MIHI".

OUTSTANDING VOTING SECURITIES AND CONSENTING STOCKHOLDER

On June 20, 2014, we had 56,090,117 shares of common stock issued and
outstanding; 30 shares of Class A preferred stock outstanding. Each share
of common stock is entitled to one vote per share (56,090,117) plus each
share of the Class A preferred stock is entitled to the number of votes
equal 1% of the total number of common shares outstanding. All shares of
common stock and preferred stock vote as a single class on matters
submitted to shareholders. Accordingly, the combined voting power of all
of the outstanding shares of common stock and all of the outstanding
preferred shares is 72,917,153. As such, 36,458,576 combined votes of the
common and preferred stock was necessary to pass the resolution approving

1. Authorized Capital Increase and Par Value change:

To amend the Company's articles of incorporation to increase the
authorized common shares of the Company from 500,000,000 shares of
common stock at par value $0.0001 to 12,000,000,000 shares of common
stock at par value $0.00001. This action will become effective upon the
filing of an amendment to our Articles of Incorporation with the
Secretary of State of Colorado.

2. Issue New Class of preferred Series C shares: TO AMEND THE COMPANY'S
ARTICLES OF INCORPORATION TO issue new class of preferred Series C
shares. Corporation has defined the terms of new class of Super
Preferred Series C stock, please see attached EXHIBIT A.

Issue New Class of preferred Series D shares: TO AMEND THE COMPANY'S
ARTICLES OF INCORPORATION TO issue new class of preferred Series D
shares. Corporation has defined the terms of new class of Super
Preferred Series D stock, please see attached EXHIBIT A.

Two stockholders (Daniel Medina and Madhava Rao Mankal) who beneficially own
41,319,370 votes or 56.66% of the combined voting power of the common and
preferred shares approved the resolutions proposed on June 20, 2014.

Because the actions were approved by the written consent of stockholders holding
a majority of our voting power, no proxies are being solicited with this
Information Statement.

Colorado corporate law provides in substance that unless a company's articles of
incorporation provide otherwise, stockholders may take action without a meeting
of stockholders and without prior notice if a consent or consents in writing,
setting forth the action so taken, is signed by stockholders having not less
than the minimum number of votes that would be necessary to take such action at
a meeting at which all shares entitled to vote thereon were present.

Amendment to Articles of Incorporation
--------------------------------------

To amend the Company's articles of incorporation to increase the authorized
common shares of the Company from 500,000,000 shares of common stock at par
value $0.0001 to 12,000,000,000 shares of common stock at par value $0.00001.
This action will become effective upon the filing of an amendment to our
Articles of Incorporation with the Secretary of State of Colorado.

New Class of Preferred Series C shares
--------------------------------------

TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new class of preferred
Series C shares. Corporation has defined the terms of new class of Super
Preferred Series C stock, please see attached EXHIBIT A.

New Class of Preferred Series D shares
--------------------------------------

TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new class of preferred
Series D shares. Corporation has defined the terms of new class of Super
Preferred Series D stock, please see attached EXHIBIT A.

All shares of our common stock have equal rights and privileges with respect to
voting, liquidation and dividend rights. Each share entitles the holder thereof
to (i) one non-cumulative vote for each share held of record on all matters
submitted to a vote of the stockholders; (ii) to participate equally and to
receive any and all such dividends as may be declared by the board of directors;
and (iii) to participate pro rata in any distribution of assets available for
distribution upon liquidation. Holders of our common stock have no preemptive
rights to acquire additional shares of common stock or any other securities. The
common stock is not subject to redemption and carries no subscription or
conversion rights.

Each share of common stock is entitled to one vote per share; the Class A
preferred stock is voting; All shares of common stock and preferred stock vote
as a single class on matters submitted to shareholders. Holders of our share of
common and preferred stock have no preemptive rights to acquire additional
shares of any other securities. The Common Stock and Preferred Stock are not
subject to redemption and carry no subscription or conversion rights. All common
and preferred shares have rights and privileges with respect to voting,
liquidation and dividend rights.

Under applicable Colorado law, a corporation may give effect to the above
resolutions correspondingly if:

(a) The board of directors adopts a resolution setting forth the proposal to
decrease the number of issued and outstanding shares of a class or series;
and

(b) The proposal is approved by the vote of stockholders holding a majority of
the voting power of the outstanding shares of As our board of directors has
approved the all the proposed resolutions and stockholders holding a
majority of the voting power of the outstanding shares of common stock and
preferred stock have also approved the proposed resolutions by written
consent, upon the effectiveness of the resolutions Amended Articles will be
filed with the State of Colorado.

Other Effect on Outstanding shares:

COMMON STOCK:

It is proposed to increase the authorized common stock 12,000,000,000. And the
par value to $0.00001.

We need to raise additional funds through public or private debt or equity
financing to be able to fully execute our business plan. Any additional capital
raised through the sale of equity or convertible debt may dilute the existing
investor's ownership interest. We may not be able to raise additional funds on
favorable terms at all. If we are unable to obtain additional funds, we will be
unable to execute our business plan.

Convertible Debt:

The convertible notes for $52,500 issued to Asher Enterprises, Inc. ("Asher") in
June 24, 2011. This note carries interest of 8% per annum. $ 4,500 of the note
principal was converted in to common shares. The remaining balance of $48,000 is
payable on demand and has been assigned in the name of C S Sheshadri. This note
is convertible at the election of CS Seshadri from time to time after the
issuance date. Due to the non-payment of the loan, the amount of principal and
interest has become payable immediately at 150% of the outstanding balance. The
note agreements contain covenants requiring CS Seshadri's written consent for
certain activities not in existence or not committed to by the Company on the
issue date of the notes, as follows: dividend distributions in cash or shares,
stock repurchases, borrowings, sale of assets and certain advances and loans in
excess of $100,000. Outstanding note principal and interest accrued thereon can
be converted in whole, or in part, at any time by CS Seshadri after the issuance
date into an equivalent of the Company's common stock determined by 60% of the
average of the three lowest closing bid prices of the Company's common stock
during the ten trading days prior to the date the conversion notice is sent by
CS Seshadri.

The convertible notes for $42,500 issued to Asher in August 1, 2011. This note
carries interest of 8% per annum This note has been assigned in the name of C S
Sheshadri and is payable on demand. This note is convertible at the election of
CS Seshadri from time to time after the issuance date. Due to the non-payment of
the loan, the amount of principal and interest has become payable immediately at
150% of the outstanding balance. The note agreements contain covenants requiring
CS Seshadri's written consent for certain activities not in existence or not
committed to by the Company on the issue date of the notes, as follows: dividend
distributions in cash or shares, stock repurchases, borrowings, sale of assets
and certain advances and loans in excess of $100,000. Outstanding note principal
and interest accrued thereon can be converted in whole, or in part, at any time
by CS Seshadri after the issuance date into an equivalent of the Company's
common stock determined by 60% of the average of the three lowest closing bid
prices of the Company's common stock during the ten trading days prior to the
date the conversion notice is sent by CS Seshadri.

The Company has another Note payable for $20,000 which bears no interest and is
payable on demand.

Company has a right to issue additional common stocks without further
shareholders' approval. Our authorized and unissued shares can be used by
management to oppose a hostile takeover attempt, delay or prevent changes of
control, or changes in or removal of management.

Company is further planning to raise additional funds through private debt
financing to be able to execute our business plan. We may issue shares to raise
capital or for services in the future at a price lower than that paid by current
investors and such actions would be dilutive, even highly dilutive, of current
outstanding shares, which would adversely affect market values. Our securities
have been thinly traded on the Over-The- Counter Market, Pink Sheets which may
not provide liquidity for our investors.

Under rule 3a51-1, the Company's common stock falls within the definition of
"Penny Stock," pursuant to the 90 Act. Our securities are quoted on the
Over-the-Market (OTC), under the symbol MIHI. Securities traded on the
Over-The-Market are usually thinly traded, highly volatile, have fewer market
makers and are not followed by analysts. The Securities and Exchange
Commission's order handling rules, which apply to NASDAQ-listed securities, do
not apply to securities quoted on OTC markets. Quotes for stocks included on the
OTC market are not listed in newspapers. Therefore, prices for securities traded
solely on the OTC may be difficult to obtain and holders of our securities may
be unable to resell their securities at or near their original acquisition
price, or at any price.

In times of heavy market volume, the limitations of this process may result in
a significant increase in the time it takes to execute investor orders.
Therefore, when investors place market orders to buy or sell a specific number
of shares at the current market price, it is possible for the price of a stock
to go up or down significantly during the lapse of time between placing a market
order and its execution.

Future sales of our common stock by restricted shareholders could have a
depressive effect on the market price for our stock

As of April 30, 2014, we had 56,090,117 shares of common stock outstanding,
subject to restrictions on transfer referred to below, all other shares of
common stock which we have not registered are considered "Restricted Securities"
as defined under the Securities Act (1934) and in the future may be sold in
compliance with rule 144 under the Securities Act or pursuant to a registration
statement filed under the Securities Act. Rule 144 generally provides that a
person holding restricted securities for a period of six months may sell every
three months in brokerage transactions or market-maker transactions an amount
equal to the greater of (i) one percent (1%) of our issued and outstanding
common stock or (ii) the average weekly trading volume of the common stock
during the four calendar weeks prior to the sale. Rule 144 also permits, under
certain circumstances, the sale of shares without any quantity limitation by a
person who is not an affiliate of the company and who has satisfied a one year
holding period. The sale of substantial numbers of these shares, whether
pursuant to rule 144 or pursuant to a registration statement, may have a
depressive effect on the market price of our common stock by causing the supply
to exceed demand.

In addition, sales of significant amounts of restricted shares held by Mr.
Madhava Rao Mankal, CFO and Director of the Company and Mr. Daniel Medina,
President and Director of the Company, and Mr. Albert Mardikian who own a total
of 36,488,001 shares of our Company's common stocks, or the prospect of these
sales, could adversely affect the market price of our common stock.

Our operating results in future periods are likely to fluctuate significantly
and may fail to meet or exceed the expectations of securities analysts or
investors, and this could affect our market price

Our annual and quarterly operating results are likely to fluctuate significantly
in the future due to numerous factors, many of which are outside of the
company's control. These factors include many of which are discussed in other
risk factors; such as low revenues, competition, failure to approve products
proposed, lack of additional capital, management changes, and intellectual
property infringement claims to extremely high operating costs. If our operating
results are negatively affected by any of these factors, our operating results
in future periods could fail to meet or exceed the expectations of securities
analysts or investors. In that event, any trading price of our common stock
would decline.

We expect that our common stock will continue to be quoted on the OTC-Markets
and we plan to continue to file periodic and other reports with the SEC under
the Exchange Act.

Company will be able to issue further common shares which will dilute the
existing stock holders. The par value of our common stock will be changed to
$0.00001 and also we are increasing the authorized common stock from 500,000,000
to 12,000,000,000.

SERIES `A' PREFERRED STOCK:

The Company has been authorized to issue 10,000,000 shares of preferred stock
with a par value of $.01, out of which 50 shares have been designated as
convertible Series A preferred stock ("Series A"). The Series A has a stated
value $12,000 per share, each one share of Series A is convertible into 1% of
the outstanding common shares at the time of conversion, may be converted at
anytime, is redeemable by the Company in whole or in part at anytime at a price
equal to the greater of (a) $12,000 per share or (b) the market value of the
common stock into which the Series A is convertible, has preferential
liquidation rights to common stock subject to a 150% of invested capital, and
has voting rights equal to common stock in an amount equal to the number of
shares that Series A could be converted into.

At April 30, 2014, the Company had 30 shares of Series `A' Preferred Stock
issued and outstanding. Mr. Mankal and Mr. Medina, CFO and President of the
Company, were issued 15 shares each of Series `A' preferred stock. No shares
have been redeemed so far.

SERIES `B' PREFERRED STOCK:

Series B Convertible, Redeemable Preferred Stock; 100 shares designated; $1,000
per share stated value; Each one share of Series B is convertible into 0.20% of
the outstanding common shares at time of conversion; convertible at any time;
Redeemable by the Company in whole or in part at any time, at a price equal to
the greater of (a) $1,000 per share or (b) the market value of the common into
which the Series B is convertible on the date of redemption. Preferential
liquidation rights to common, whereby Series B would receive up to150% of
invested capital upon liquidation; voting rights equal to common, in an amount
of shares that Series B could be converted into.

Company is canceling Series `B' Preferred shares.

SERIES `C' PREFERRED STOCK: The new class of stock of this corporation
heretofore named "Preferred Stock" shall be named and designated "Series C
Preferred Stock". It shall have 10 shares authorized at $0.01 par value per
share. This class of shares will be issued to the Management, employees or
consultants to convert debt.

a) If at least one share of Series C Preferred Stock is issued and outstanding,
then the total aggregate issued shares of Series C Preferred Stock at any given
time, regardless of their number, shall be convertible into the number of shares
of Common Stock which equals four times the sum of: i) the total number of
shares of Common Stock which are issued and outstanding at the time of
conversion, plus ii) the total number of shares of Series A, Series B and Series
D Preferred Stocks which are issued and outstanding at the time of conversion.

b) Each individual share of Series C Preferred Stock shall be convertible into
the number of shares of Common Stock equal to:

[four times the sum of: {all shares of Common Stock issued and
outstanding at time of conversion + all shares of Series A, Series B
and Series D Preferred Stocks issued and outstanding at time of
conversion}] divided by [the number of shares of Series C Preferred
Stock issued and outstanding at the time of conversion]

We will need to raise substantial amount of additional capital and may issue
shares for cash, services, or acquisitions at a price less than that paid by
current owners, as needs arise. This poses a risk for shareholders debts in that
there is no protection for shareholder debts against such dilutive issuances,
which could ultimately adversely affect the market and price for our shares, if
a market ever develops.

Preferred
Series C No of Preferred No of
Accrued in Preferred Series D in Preferred
Loan Payroll Interest Total Dollars Series C Dollars Series D*
-------------- --------- ----------- ------------ ----------- -------------- ---------- --------- -------------- ------------

Daniel Medina President $144,762 $364,369 $55,434 $564,565 $100,000 1 $464,563 185,825
-------------- --------- ----------- ------------ ----------- -------------- ---------- --------- -------------- ------------
Madhava Rao
Mankal CFO $181,449 $326,807 $66,244 $574,499 $100,000 1 $474,500 189,800
-------------- --------- ----------- ------------ ----------- -------------- ---------- --------- -------------- ------------

TOTAL $326,211 $691,176 $121,677 $1,139,065 $200,000 2 $939,063 375,625
-------------- --------- ----------- ------------ ----------- -------------- ---------- --------- -------------- ------------

*Each preferred series C is valued at $100,000 and each preferred series D is
valued at $2.50.

Our authorized and unissued shares can be used by management to oppose a hostile
takeover attempt, delay or prevent changes of control, or changes in or removal
of management. Company has recorded debts in the books as shareholders debt
which cannot be converted to freely tradable stock. In the interest of
protecting the debts of shareholders it is decided to convert $200,000
shareholders debt to two Series C preferred Stock and balance $939,063
shareholders debt to Series D preferred Stock at $2.50 per share. The effect of
this proposed exchange will result in dilution of rights of existing
shareholders.

The available authorized and unissued shares of preferred Series C stock and
preferred Series D stock gives the company the ability to cause a potential
anti-takeover effect by creating potential dilution to the number of outstanding
shares. Management currently not contemplating any such anti-takeover plan.

SERIES D PREFERRED STOCK: Proposed 10,000,000 shares of proposed Series D
Preferred Stock, par value $0.00001 per share (the "Series D Preferred Stock" or
"Series D Preferred Shares"). The holders of Series D Preferred Stock shall be
entitled to receive dividends when, as and if declared by the Board of
Directors, in its sole discretion. Upon any liquidation, dissolution or winding
up of the Corporation, whether voluntary or involuntary, before any distribution
or payment shall be made to the holders of any stock ranking junior to the
Series D Preferred Stock, the holders of the Series D Preferred Stock shall be
entitled to be paid out of the assets of the Corporation an amount equal to
$1.00 per share or, in the event of an aggregate subscription by a single
subscriber for Series D Preferred Stock in excess of $100,000, $0.997 per share
(as adjusted for any stock dividends, combinations, splits, recapitalizations
and the like with respect to such shares) (the "Preference Value"), plus all
declared but unpaid dividends, for each share of Series D Preferred Stock held
by them. After the payment of the full applicable Preference Value of each share
of the Series D Preferred Stock as set forth herein, the remaining assets of the
Corporation legally available for distribution, if any, shall be distributed
ratably to the holders of the Corporation's Common Stock. Each share of Series D
Preferred Stock shall be convertible at par value $0.00001 per share (the
"Series D Preferred"), at any time, and/or from time to time, into the number of
shares of the Corporation's common stock, par value $0.00001 per share (the
"Common Stock") equal to the price of the Series D Preferred Stock of the
proposed Bylaws amendments, divided by the par value of the Series D Preferred,
subject to adjustment as may be determined by the Board of Directors from time
to time (the "Conversion Rate"). For example, assuming a $2.50 price per share
of Series D Preferred Stock for conversion of affiliate debts, and a par value
of $0.00001 per share for Series D Preferred, each share of Series D Preferred
Stock would be convertible into 100,000 shares of Common Stock irrespective of
the share price of Series D Preferred Stock. Such conversion shall be deemed to
be effective on the business day (the "Conversion Date") following the receipt
by the Corporation of written notice from the holder of the Series D Preferred
Stock of the holder's intention to convert the shares of Series D Stock,
together with the holder's stock certificate or certificates evidencing the
Series D Preferred Stock to be converted.

Shares of Series D Preferred Stock are anti-dilutive to reverse splits, and
therefore in the case of a reverse split, are convertible to the number of
Common Shares after the reverse split as would have been equal to the ratio
established prior to the reverse split. The conversion rate of shares of Series
D Preferred Stock, however, would increase proportionately in the case of
forward splits, and may not be diluted by a reverse split following a forward
split. The initial price of each share of Series D Preferred Stock shall be
$2.50 for conversion of affiliate debts. Shares of Series D Preferred Stock may
not be converted into shares of Common Stock for a period of: a) six (6) months
after purchase, if the Company voluntarily or involuntarily files public reports
pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b)
twelve (12) months if the Company does not file such public reports.

We will need to raise substantial amount of additional capital and may issue
shares for cash, services, or acquisitions at a price less than that paid by
current owners, as needs arise. This poses a risk for investors in that there is
no protection for them against such dilutive issuances, which could ultimately
adversely affect the market and price for our shares, if a market ever develops.

Affiliate shareholders debts are converted to Preferred Series D shares by the
amount of debt divided by $2.50 per share.

To protect the existing shareholders from dilutive issuance of shares for cash,
services, it is proposed to issue one Preferred Series D shares dividend to
existing shareholders for every 100,000 common shares outstanding on record
date. Shareholders holding less than 100,000 common shares are paid cash as
dividend by multiplying number of shares held by $0.00001. Ex. 60,000 common
shares gets a dividend of $0.60.

No Appraisal Rights

Under Colorado Corporations Law, stockholders are not entitled to appraisal
rights with respect to the proposed amendments to our articles of incorporation.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of June 20, 2014,
with respect to the beneficial ownership of our common stock:

___ each stockholder believed to be the beneficial owner of more than 5% of our
common stock;

___ by each of our directors and executive officers; and

___ all of our directors and executive officers as a group.

For purposes of the following table, a person is deemed to be the beneficial
owner of any shares of common stock (i) over which the person has or shares,
directly or indirectly, voting or investment power, or (ii) of which the person
has a right to acquire beneficial ownership at any time within 60 days after the
date of this report. "Voting power" is the power to vote or direct the voting of
shares and "investment power" includes the power to dispose or direct the
disposition of shares.

Number Percentage
of of
Class A Class A
Preferred Converted to Preferred
Name and Address of Number of Percentage of Stock Common Stock Stock Total
Beneficial Owner Common Shares Ownership
Of Common
Shares

--------------------------- ---------------- -------------- --------- -------------- --------- ----------------

Daniel Medina 12,220,667 21.79% 15 8,413,518 50% 20,634,185
--------------------------- ---------------- -------------- --------- -------------- --------- ----------------
Madhava Rao Mankal 12,271,667 21.88% 15 8,413,518 50% 20,685,185
--------------------------- ---------------- -------------- --------- -------------- --------- ----------------

Mike Gallo 293,750 0.52% 293,750
--------------------------- ---------------- -------------- --------- -------------- --------- ----------------
Erich Lewis 521,250 0.95% 521.250
--------------------------- ---------------- -------------- --------- -------------- --------- ----------------
All officers and
directors as a group (4
individuals) 25,307,334 45.14% 30 16,827,036 100% 42,134,370
--------------------------- ---------------- -------------- --------- -------------- --------- ----------------
Albert Mardikian 11,995,667 21.46% 11,995,667
--------------------------- ---------------- -------------- --------- -------------- --------- ----------------
Total 37,303,001 66.60% 30 16,827,036 54,130,037
--------------------------- ---------------- -------------- --------- -------------- --------- ----------------

On June 20, 2014, the record date for determining the identity of stockholders
who are entitled to receive this Information Statement, we had 56,090,117 shares
of common stock issued and outstanding; 30 shares of Class A preferred stock
outstanding. Each share of common stock is entitled to one vote per share
56,090,117; the Class A preferred stock is 1% of the total outstanding shares
16,827,036. All shares of common stock and preferred stock vote as a single
class on matters submitted to shareholders. Accordingly, the combined voting
power of all of the outstanding shares of common stock and all of the
outstanding preferred shares is votes 72,917,153. As such, 36,458,577 combined
votes of the common and preferred stock is necessary to pass the all the
resolutions. Officers and directors as a group combined voting power is
42,134,370 votes or 57.78%. Combined voting power of beneficial owner of more
than 5% of our common stock; officers and directors is 54,130,037 or 74.23%.

WHERE YOU CAN FIND MORE INFORMATION

We file periodic reports and other information with the SEC, which reports and
other information are available for inspection at the SEC's Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. You may call the SEC at
1-800-SEC-0330 for information about these facilities. Copies of such
information may be obtained by mail, upon payment of the SEC's customary
charges, by writing to the SEC at 100 F Street, N.E., Washington, D.C. 20549.
The SEC also maintains a web site on the Internet at www.sec.gov that contains
reports, proxy statements and other information about MIHI that we file
electronically with the SEC.

EFFECTIVE DATE

Pursuant to Rule 14c-2 under the Exchange Act, the above actions to effect the
Resolutions shall not be effective until a date at least twenty (20) days after
the date on which the definitive Information Statement has been mailed to the
stockholders. We anticipate that the actions contemplated hereby will be
effected on or about ______, 2014.

MISCELLANEOUS MATTERS

The entire cost of furnishing this Information Statement will be borne by the
company. We will request brokerage houses, nominees, custodians, fiduciaries and
other like parties to forward this Information Statement to the beneficial
owners of the common stock held of record by them and will reimburse such
persons for their reasonable charges and expenses in connection therewith. The
board of directors has fixed the close of business on ................, 2014 as
the record date for the determination of Stockholders who are entitled to
receive this Information Statement.

This Information Statement is being mailed on or about ..................., 2014
to all stockholders of record as of the record date.

CONCLUSION

As a matter of regulatory compliance, we are sending you this Information
Statement that describes the purpose and effect of the above actions. Your
consent to the above action is not required and is not being solicited in
connection with this action. This Information Statement is intended to provide
our stockholders information required by the rules and regulations of the
Securities Exchange Act of 1934.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.

BY ORDER OF THE BOARD OF DIRECTORS

______, 2014 /s/Daniel Medina
-------------
Daniel Medina
President