UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended of March 31 ,2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to _______________
Commission file number____________________
MEDINA COFFEE, INC.
-------------------
(Exact name of registrant as specified in its charter)
Nevada 88-0442833
------ ----------
(State or other jurisdictions of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 741, Bellevue, Washington, 98009
------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 453-0355
---------------
Check whether the issuer
(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 such filing requirements for the past 90 days.
Yes X No
--- ----
As of March 31, 2002 the registrant had 1,102,100 shares of Common Stock
outstanding with a par value of $0.001 par value.
MEDINA COFFEE, INC.
INDEX
Page No.
PART 1 - FINANCIAL INFORMATION....................................................................................2
ITEM 1. FINANCIAL STATEMENTS...........................................................................2
Unaudited Financial Statements March 31, 2002 and 2001.......................................3
Balance Sheet......................................................................5
Statement of Operations............................................................7
Statement of Stockholders' Equity..................................................8
Statement of Cash Flows............................................................9
Notes to Financial Statements.....................................................10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.....................................12
General ..................................................................................12
Overview ..................................................................................12
Plan of Operation...........................................................................12
Three months ended March 31, 2002 versus Three months ended March 31, 2001..................13
Results of Operations.............................................................13
Revenue .......................................................................13
Loss Per Period/General and Administrative Expenses...............................13
Liquidity and Capital Resources..................................................13
Recent Accounting Pronouncements............................................................14
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995..........14
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....................................14
PART II - OTHER INFORMATION......................................................................................15
ITEM 1. LEGAL PROCEEDINGS.............................................................................15
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.....................................................15
Changes in Securities.......................................................................15
Recent Sales of Unregistered Securities.....................................................15
Recent Sales of Registered Securities.......................................................15
Use of Proceeds.............................................................................15
ITEM 3. DEFAULTS UPON SENIOR SECURITIES...............................................................15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...........................................16
ITEM 5. OTHER INFORMATION.............................................................................16
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K..............................................................16
SIGNATURES ......................................................................................................16
INDEX TO EXHIBITS................................................................................................17
PART 1 - FINANCIAL INFORMATION
--------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------
The information in this report for the three months ended March 31,
2002 is unaudited but includes all adjustments (consisting only of normal
recurring accruals, unless otherwise indicated) which Medina Coffee, Inc
("Medina" or the "Company") considers necessary for a fair presentation of the
financial position, results of operations, changes in stockholders' equity and
cash flows for those periods.
The condensed consolidated financial statements should be read in
conjunction with Medina's financial statements and the notes thereto contained
in Medina's Annual Report on Form 10-KSB for the year ended December 31, 2001
Interim results are not necessarily indicative of results for the
full fiscal year.
1
MEDINA COFFEE, INC
(FORMERLY MEDINA COPY, INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
2
MEDINA COFFEE, INC
TABLE OF CONTENTS PAGE #
----------------- ------
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
Notes of Financial Statements 6 -8
3
MEDINA COFFEE, INC
(FORMERLY MEDINA COPY, INC.)
(A Development Stage Company)
(Unaudited) Balance Sheet
-------------------------
Assets March 31, March 31, December December
------ 2002 2001 31, 2001 31, 2002
-------- -------- -------- --------
Current Assets
Cash $ 13,300 $ 25 $ 20 $ 315
-------- -------- -------- --------
Total Current Assets 13,300 25 20 315
Other Assets 0 0 0 0
TOTAL ASSETS $ 13,300 $ 25 $ 20 $ 315
======== ======== ======== ========
Liabilities and Stockholders' Equity
------------------------------------
Current Liabilities
Officers Advances (Note #6) $ 3,980 $ 1,000 $ 3,780 1,000
Officers Notes Payable (Note #7) 0 0 0 0
Accounts Payable 2,000 2,000 2,000 2,000
-------- -------- -------- --------
Total Current Liabilities 5,980 3,000 5,780 3,000
Stockholders' Equity: Common Stock, $.001 par
value, authorized 100,000,000 shares; shares
issued and outstanding 1,052,600 at 3/31/02;
900,100 at 3/31/01; 902,100 at 12/31/01 and
900,100 at 12/31/00 1,050 900 900 900
Additional paid in capital 16,000 900 1,100 900
Deficit accumulated during the development stage
(9,730) (4,775) (7,760) (4,485)
-------- -------- -------- --------
Total Stockholders' Equity (Deficit) (7,320) (2,975) (5,760) (2,685)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 13,300 $ 25 $ 20 $ 315
======== ======== ======== ========
See accompanying notes
4
MEDINA COFFEE, INC
(FORMERLY MEDINA COPY, INC)
(A Development Stage Company)
(Unaudited) Statement of Operations
-----------------------------------
Oct 4,
Three Three Year Year 1999
Months Months Ended Ended (inception)
Ended Ended Dec 31, Dec 31, to
March 31, March 31, 2001 2000 March
2002 2001 31, 2002
-------- -------- -------- -------- --------
Income
Revenue $ - $ - $ - $ - $ -
Expenses
General and Administrative 1,970 290 3,275 3,485 9,730
-------- -------- -------- -------- --------
Total Expenses 1,970 290 3,275 3,485 9,730
Net Loss $ 1,970 $ (290) $ (3,275) $ (3,485) $ (9,730)
======== ======== ======== ======== ========
Net Loss Per Share
Basic and Diluted ($0.0020) ($0.0003) ($0.0036) ($0.0039) ($0.0107)
Weighted average number of
common shares outstanding 977,350 900,100 900,100 900,100 907,825
======== ======== ======== ======== ========
See accompanying notes
5
MEDINA COFFEE, INC
(FORMERLY MEDINA COPY, INC.)
(A Development Stage Company)
(Unaudited) Statement of Stockholders' Equity
Deficit
accumulated
Common Stock during
-------------------------- Additional development
Shares Amount Paid-In Capital stage
------------------------------------------------------
Balance December 31, 2000 900,100 $ 900 $ 900 $ (4,485)
Net loss three months ended
March 31, 2001 (290)
Balance March 31, 2001 900,100 $ 900 $ 900 $ (4,775)
========== ========== ========== ===========
Balance December 31, 2001 902,100 $ 900 $ 1,100 $ (7,760)
Issue for Cash 150,500 $ 150 $ 14,900 0
Net loss three months ended
March 31, 2002 (1,970)
Balance March 31, 2002 1,052,600 $ 1,050 $ 16,000 $ (9,730)
---------- ---------- ---------- ----------
October 4, 1999
issued for cash 900,100 $ 900 $ 900 $ 0
Net loss, October 4, 1999
(inception) to December 31, 2000 (4,485)
Balance December 31, 2000 900,100 900 900 (4,485)
---------- ---------- ---------- ----------
Issued for Cash 2,000 0 200 0
Net loss year ended
December 31, 2001 (3,275)
Balance December 31, 2001 902,100 $ 900 $ 1,100 $ (7,760)
========== ========== ========== ===========
See accompanying notes
6
MEDINA COFFEE, INC
(FORMERLY MEDINA COPY, INC)
(A Development Stage Company)
(Unaudited) Statement of Cash Flows
-----------------------------------
Oct 4,
Three Three Year Year 1999
Months Months Ended Ended (inception)
Ended Ended Dec 31, Dec 31, to
March 31, March 31, 2001 2000 March
2002 2001 31, 2002
-------- -------- -------- -------- --------
Cash Flows from Operating Activities
Net (Loss) $ (1,970) $ (290) $ (3,275) $ (3,485) $ (9,730)
Adjustments to reconcile net loss to
cash (used) in operating activities
Changes in assets and liabilities
Accounts Payable 0 0 0 1,000 2,000
Officers Notes Payable 0 0 0 (1,000) 0
Officers Advances Payable 200 0 2,980 1000 3,980
-------- -------- -------- -------- --------
Net Cash (used) in operating results (1,770) (290) (295) (2,485) (3,760)
Cash Flows from Financing Activities
Proceeds from issuance of stock 15,050 0 0 0 17,050
-------- -------- -------- -------- --------
Net increase (decrease) in cash 13,280 (290) (295) (2,485) 13,300
Cash at Beginning of Period 20 315 315 2,800 0
-------- -------- -------- -------- --------
Cash at End of Period $ 13,300 $ 25 $ 20 $ 315 $ 13,300
See accompanying notes
7
MEDINA COFFEE, INC
(FORMERLY MEDINA COPY, INC)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
March 31, 2002 and 2001
(Unaudited)
Notes 1 - History and Organization of the Company
The Company was organized October 4, 1999, under the laws of the State of Nevada
as Medina Copy, Inc. The Company currently has no operations and, in accordance
with SFAS # 7 is considered a development stage company.
On October 4, 1999, the Company issued 900,100 shares of its $0.001 par value
common stock for cash of $1,800. On November 30, 2001, the Company issued 2,000
shares of its $0.001 par value common stock for cash of $200. On February 25,
2002, the Company issued 69,000 shares of its $0.001 par value common stock for
cash of $6,900. On March 15, 2002, the Company issued 81,500 shares of its
$0.001 par value common stock for cash of $8,150.
On October 6, 1999, the Company changed its name to Medina Coffee, Inc.
The Company has devoted substantially all of its present efforts to: (1)
researching the espresso cart industry; (2) searching the Puget Sound Area for
potential sites to place an espresso cart; (3) developing a business plan; and
(4) preparing an SB-1 prospectus offering to allow the Company to raise capital
and test the interest of investors in the espresso cart industry.
Note 2 - Accounting Policies and Procedures
The Company has not determined its accounting policies and procedures, except as
follows:
The Company uses the accrual method of accounting.
Earnings per share is computed using the weighted average number of shares of
common stock outstanding.
The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid since inception.
In April 1998, the American Institute of Certified Public Accountant's issued
Statement of Position 98-5 ("SOP 98- 5"), Reporting on the Costs of Start-up
Activities which provides guidance of the financial reporting of start-up costs
and organization costs. It requires costs of start-up activities and
organization costs to be expensed as incurred. SOP 98-5 is effective for fiscal
years beginning after December 15, 1998, with initial adoption reported as the
cumulative effect of change in accounting principle.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
Note 3 - Warrants and Options
There are no warrants or options outstanding to issue any additional shares of
common stock of the Company.
Note 4 - Going Concern
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through further equity financing's and seeking necessary bank loans.
Note 5 - Related Party Transactions
The Company neither owns nor leases any real or personal property. Office
services are provided without charge by Harry Miller, the sole officers and
director of the Company. Such costs are immaterial to the financial statements
and accordingly, have not been reflected therein. The sole officer and director
of the Company is involved in other
8
business activities and may in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, he may face
a conflict in selecting between the Company and his other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
Note 6 - Officers Advances
While the Company is seeking additional capital, an officer of the Company has
advanced funds to the Company to pay for costs incurred by it. These funds are
interest free. The balances due to Mr. Miller were $3,980 and $1,000 on March
31, 2002 and March 31, 2001 respectively.
Note 7 - Officers Notes Payable
Mr. Harry Miller loaned the Company, $1,000 on October 5, 1999, $510 on June 11,
2001, $2,000 on June 18, 2001, $140 on September 14, 2001 and $1,000 on
September 17, 2001 to cover legal costs and filing fees associated with
incorporating the Company. The loan is evidenced by way of a promissory note,
the note carries no interest and is payable in five years. The balance due to
Mr. Miller were $0 and $0 on March 31, 2002 and 2001 respectively.
9
--------------------------------------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
--------------------------------------------------------------------------------
General
The following discussion and analysis should be read in conjunction
with the financial statements, including the notes thereto, appearing elsewhere
in this document.
Overview
Since Medina was formed on October 4, 1999, Medina has been involved
in research of the espresso coffee cart market, preparing and clearing a public
offering document and scouting for suitable equipment and site for its proposed
business. During this time, there have been no revenues from operations. Without
revenues to offset expenditures, Medina has reported a loss in each of its years
of existence. To March 31, 2002, Medina has financed its operations through a
private placement and loans from its sole shareholder. Medina, in the quarter
ended March 31, 2002, commenced a registered offering to raise up to $20,000.
Plan of Operation
Medina's Plan of Operation in the next three months is as follows.
1 Medina will complete its' analysis of data to select espresso cart
site locations and enter into negotiation and complete a lease for one
such as site to test its espresso cart operations.
2 Complete the design and outfit the first Medina espresso cart
including merchandising sales material.
3 Open first espresso cart site. Medina will focus on the best way
ensure that each espresso cart provides a consistent quality product
and a superior level of customer service. This experience obtained in
running this first espresso cart will serve as the basis for our
operations procedural manual and as part of its marketing program as
Medina strives for increased exposure in the community.
4 Evaluate the operating success of the first espresso cart in first
three months of from date of operation and fine tune operation
procedures and future growth plans.
5 Determine the number of feasible locations in which espresso carts
will be placed.
Depending on the amount of capital resources available to it, during
the next 12 months Medina anticipates opening up to five additional espresso
carts in the Bellevue, Medina and Seattle area. This number may not be realistic
as it may not be possible to fund all new espresso carts with funds generated
from sales. Therefore Medina will have to give consideration to either debt
financing or issuing more of its common stock.
To date, Medina's efforts have been concentrated on the investigation
and planning stages of its proposed business and completing the documentation
necessary to sell its common stock in a registered offering. Mr. Miller has
gathered information about the specialty coffee industry and about espresso cart
operations from the National Coffee Association of North America, the Specialty
Coffee Association of America, the general media sources, espresso cart and
machine manufacturers, the market segment specialization program of the IRS and
various individuals. He has sourced where to get espresso cart, equipment and
supplies and contacted the various city licensing offices for licensing and
operation information. Mr. Miller has also looked for suitable locations for an
espresso cart in Medina and Bellevue, Washington and has cold called a number of
office managers to enquire about
10
rental opportunities.
Medina anticipates the following expenditures over the next three
months as it designs, outfits and tests its first espresso cart:
Equipment for espresso cart $5,250
Labor for three months(1) $1,750
Rent or lease expenses (three months)(2) $ 750
Miscellaneous $1,000
------
Total cost: $8,750
======
Medina's plans over the next twelve months will require substantial
capital investment. Medina is currently completing a registered offering of its
securities to raise up to $20,000. Even if all shares available for sale under
this offering are sold, it alone will not be sufficient to finance Medina's
operation over the next twelve months. Management of Medina estimates it will
need a minimum of $80,000 over the next twelve months to implement its business
strategy.
Medina intends to pay for its expansion using cash generated from
sales of operating espresso carts, capital stock, notes and/or assumption of
indebtedness. There can be no assurance, however, that sales from operation will
materialize or that Medina will be able to secure financing on terms
satisfactory to Medina, if at all. Failure by Medina to obtain sufficient
additional capital in the future will limit or eliminate Medina's ability to
implement its business strategy. Future debt financings, if available, may
result in increased interest and amortization expense, increased leverage,
decreased income available to fund further acquisitions and expansion, and may
limit Medina's ability to withstand competitive pressures and render Medina more
vulnerable to economic downturns. Future equity financings may dilute the equity
interest of existing stockholders.
Three months ended March 31, 2002 versus Three months ended March 31, 2001
Results of Operations.
---------------------
As of March 31, 2002 Medina's only activity has involved the continued
investigation, feasibility, and opportunity of an espresso cart business in
various areas of the Puget Sound and completion of its Form SB-1 filing with the
Securities and Exchange Commission and concurrent clearance of that document
with the Washington State Securities Commission.
Revenue.
-------
Medina has had no revenue since inception and does not expect to
generate revenue until it has established its first espresso cart in 2002.
Loss Per Period/General and Administrative Expenses.
---------------------------------------------------
Medina's net loss for the three months ended March 31, 2002 was
$1,970 or approximately $1,680 more than recorded for the same period in 2001.
The majority of the costs and expenses Medina has incurred over the last quarter
has been related to its SB-1 filing with the Securities and Exchange Commission
and concurrent clearance of that document with the Washington State Securities
Commission. To date these costs and expenses have been covered by loans from Mr.
Harry Miller the sole officer and director of Medina.
Liquidity and Capital Resources.
--------------------------------
As of March 31, 2002 Medina had $13,300 in cash, no assets and $5,980
in liabilities of which $3,980 is a promissory note to Mr. Miller. The note
carries no interest and is payable in five years. During the quarter ended March
31, 2002, Medina received $15,050 from the sales of its equity securities under
a registered offering.
11
Recent Accounting Pronouncements
In June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activity," which was subsequently amended by SFAS 137,
"Accounting for Derivative Instruments and Hedging Activities: Deferral of
Effective Date of FASB 133" and Statement No.138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities: an amendment of FASB
Statement No. 133." SFAS 137 requires adoption of SFAS 133 in years beginning
after June 15, 2000. SFAS 138 establishes accounting and reporting standards for
derivative instruments and addresses a limited number of issues causing
implementation difficulties for numerous entities. The Statement requires us to
recognize all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be recorded at fair value through earnings. If the
derivative qualifies as a hedge, depending on the nature of the exposure being
hedged, changes in the fair value of derivatives are either offset against the
change in fair value of hedged assets, liabilities, or firm commitments through
earnings or are recognized in other comprehensive income until the hedged cash
flow is recognized in earnings. The ineffective portion of a derivative's change
in fair value is recognized in earnings. The Statement permits early adoption as
of the beginning of any fiscal quarter. SFAS 133 will become effective for our
first fiscal quarter of fiscal year 2002 and we do not expect adoption to have a
material effect on our financial statements.
In December 1999, the SEC issued SAB 101, "Revenue Recognition in
Financial Statements." SAB 101 summarizes certain aspects of the staff's views
in applying generally accepted accounting principles to revenue recognition in
financial statements. On March 24, 2000 and June 26, 2000, the SEC issued Staff
Accounting Bulletin No. 101A and No. 101B, respectively, which extend the
transition provisions of SAB 101 until no later than the fourth quarter of
fiscal years beginning after December 15, 1999, which would be December 31, 2000
for us.
In March 2000, the FASB issued FIN 44, Accounting for Certain
Transactions Involving Stock Compensation - an Interpretation of APB No. 25,
Accounting for Stock Issued to Employees". This Interpretation clarifies (a) the
definition of employee for purposes of applying Opinion 25, (b) the criteria for
determining whether a plan qualifies as a non-compensatory plan, (c) the
accounting consequences of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination. This Interpretation is effective
July 1, 2000, but certain conclusions in this Interpretation cover specific
events that occur after either December 15, 1998, or January 12, 2000. To the
extent that this Interpretation covers events occurring during the period after
December 15, 1998, or January 12, 2000, but before the effective date of July 1,
2000, the effects of applying this Interpretation are recognized on a
prospective basis from July 1, 2000.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995
This Form 10-QSB report may contain certain "forward-looking"
statements as such term is defined in the Private Securities Litigation Reform
Act of 1995 or by the Securities and Exchange Commission in its rules,
regulations and/or releases, which represent our expectations or beliefs,
including but not limited to, statements concerning our economic performance,
financial condition, growth and marketing strategies, availability of additional
capital, ability to attract suitable personal and future operational plans. For
this purpose, any statements contained herein that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the generality of the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "intend," "could," "estimate," "might," or "continue"
or the negative or other variations thereof or comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, certain of which are beyond
our control, and actual results may differ materially depending on a variety of
important facts, including but not limited to those risk factors Company's
Amended Registration Statement on Form SB-1 filed with the Securities and
Exchange Commission on January 8, 2002.
-------------------------------------------------------------------------------
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------------------
Medina's primary market risk exposure is that of interest rate risk
on borrowings under our credit lines, which are subject to interest rates based
on the banks' prime rate, and a change in the applicable interest rate that
would affect the rate at which we could borrow funds or finance equipment
purchases.
12
PART II - OTHER INFORMATION
---------------------------
--------------------------------------------------------------------------------
ITEM 1. LEGAL PROCEEDINGS
--------------------------------------------------------------------------------
To Medina's knowledge, no lawsuits were commenced against Medina
during the quarter ended March 31, 2002, nor did Medina Commence any lawsuits
during the same period.
--------------------------------------------------------------------------------
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
--------------------------------------------------------------------------------
Changes in Securities
None.
Recent Sales of Unregistered Securities
None.
Recent Sales of Registered Securities
1. The effective date of the Securities Act registration statement:
February 14, 2002
2. Commission file number assigned to the registration statement:
333-41124
3. The offering commenced and ongoing from: February 14, 2002
4. Class of securities registered: Common stock with a par value of
$0.001 per share
5. The amount registered: 200,000 shares of common stock.
6. The aggregate price of the offering amount registered: $20,000.00
7. The amount sold to March 31, 2002: 150,500 shares of common stock
8. The aggregate offering price of the amount sold to March 31, 2002:
$15,050.00
9. From the effective date of the Securities Act registration statement
to March 31, 2002, the expenses incurred in connection with the
issuance and distribution of the securities registered were
approximately: $820.00
10. The net offering proceeds to Medina after deducting the total expenses
described above was:$14,230.00
Use of Proceeds
As of March 31, 2002 none of the funds received in connection with the
Securities Act registration statement offering outlined above have been used for
any purpose and were held as cash for future use as outlined in the use of
proceeds section of the Securities Act registration statement of Medina.
--------------------------------------------------------------------------------
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
--------------------------------------------------------------------------------
Not applicable.
13
--------------------------------------------------------------------------------
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
--------------------------------------------------------------------------------
Not applicable.
--------------------------------------------------------------------------------
ITEM 5. OTHER INFORMATION
--------------------------------------------------------------------------------
Not applicable.
--------------------------------------------------------------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------
(a) Reference is made to the Index of Exhibits included herein.
(b) Reports on Form 8-K.
--------------------------------------------------------------------------------
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.
MEDINA COFFEE, INC.
-------------------
(Registrant)
Date: MAY 13, 2002 By: /s/ Harry Miller/
------------- ----------------------------------------
Harry Miller
Chief Executive Officer, President,
Secretary and Director
14
MEDINA COFFEE, INC
INDEX TO EXHIBITS
Exhibits
--------
Exhibit Number Description
-------------- -----------
3.1 * Articles of Incorporation filed on October 4, 1999 with the
Secretary of The State of Nevada;
3.2 * Certificate of Amendment filed October 6, 1999 with the
Florida Department of State to change name;
3.3 * By-laws as Adopted on October 5, 1999.
4 * Subscription Agreement
10.1 * Promissory Note dated October 5, 2000
10.2 * Consent of Accountant
11.1 * Opinion Re Legality
11.2 * Consent of Attorney
*Documents Incorporated by Reference
(1) Documents previously filed as exhibits to Form 10SB as filed on April 25,
2002 and incorporated herein by this reference.
15