UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended January 31, 2015

 

OR

 

/_/ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ___________________.

 

 

Commission file number: 000-27211

 

 

MEDINA INTERNATIONAL HOLDINGS, INC.

 

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 past 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 the past 90 days.       

       

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

      

 

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Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Indicate the number of share  outstanding  of each of the  issuer's  classes of common stock, as of the latest practicable date.

As of January 31, 2015, there were 56,090,117 shares of the registrant's common stock issued and outstanding.

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Table of Contents

 

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PART I. - FINANCIAL INFORMATION

 

 

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MEDINA INTERNATIONAL HOLDINGS, INC.
AND SUBSIDIARIES
Consolidated Balance Sheets
			January		April 30,
			2015		2014
			(Un-Audited)		(Audited)
	ASSETS
Cash		$	143,499	$	27
Inventory			93,949		93,949
Other receivables			237,718		237,718
Reserve			(237,718)		(237,718)
	Total other receivables		-		-
	Total current assets		237,448		93,976
Fixed Assets:			836,140		836,140
Accumulated depreciation			(699,259)		(628,094)
	Total property & equipment		136,881		208,046
Prepaid expenses  & deposits			8,589		8,589
	TOTAL ASSETS	$	382,918	$	310,611
	LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Accounts payable		$	673,997	$	700,902
Accrued liabilities			1,407,240		1,219,784
Short term debt			115,069		127,041
Bank overdraft			-		-
Customer Deposit			301,025		2,000
Stock committed to be issued			10,875		7,876
Notes payable			221,280		216,650
Related party payable			-		-
Related Parties - short-term borrowings from shareholders			445,666		480,592
	Total current liabilities		3,175,152		2,754,845
	Total Liabilities		3,175,152		2,754,845
Preferred stock 10,000,000 shares authorized
	Series A  preferred  stock,  $0.01 par value,  50 shares  authorized,  30 shares issued and outstanding on January 31, 2015 and April 30, 2014		360,000		360,000
	Series B  preferred  stock,  $0.001 par value,  100 shares  authorized,  20 shares issued and outstanding as on January 31, 2015 and April 30, 2014		20,000		20,000
Common stock, $0.0001 par value, 500,000,000 shares authorized			5,609		5,609
56,090,117  shares issued and outstanding on January 31, 2015 and April 30, 2014
Additional paid-in capital			4,887,950		4,887,950
Accumulated deficit			(8,065,793)		(7,717,793)
	Total stockholders' equity (deficit)		(2,792,234)		(2,444,234)
	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)	$	382,918	$	310,611
The accompanying notes are an integral part of these financial statements

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	MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
	Consolidated Statement of Operations
	(Unaudited)
			For the three months ended January 31,					For the nine months ended January  31,
			2015		2014			2015		2014
Sales, net		$	161,331	$	1,347,892		$	239,059	$	2,110,219
Cost of Goods Sold			103,706		866,471			215,744		1,388,692
	Gross Profit (Loss)		57,625		481,421			23,315		721,527
General and administrative expenses			91,540		88,587			299,478		283,651
Selling and marketing expenses			9,431		68,442			24,852		146,184
	Income (Loss)  from operations		(43,346)		324,392			(301,015)		291,692
Other income			12,952		0			19,177		0
Interest expense			(21,450)		(17,854)			(66,162)		(54,305)
	Net other (loss)		(8,497)		(17,854)			(46,985)		(54,305)
								0
Loss before income tax (expense) benefit			(51,843)		306,538			(348,000)		237,387
Income tax (expense) benefit			0		0			0		0
Net Income (Loss)		$	(51,843)	$	306,538		$	(348,000)	$	237,387
Net loss per share (Medina International Holdings, Inc.):
	Basic	$	(0.00)	$	0.01		$	(0.01)	$	0.00
	Diluted	$	(0.00)	$	0.01		$	(0.01)	$	0.00
Weighted average number of shares outstanding:
	Basic		56,090,117		56,090,117			56,090,117		56,090,117
	Diluted		56,090,117		56,090,117			56,090,117		56,090,117
The accompanying notes are an integral part of these financial statements.

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
					For Nine Months Ended
					January 31,
					2015		2014
Cash flows from operating activities:
	Net loss			$	(348,000)	$	237,387
	Adjustments to reconcile net loss to net cash
		used in operating activities:
			Stock subscription payable/Issued for services		2,999		6,375
			Depreciation expenses		71,165		77,281
	Changes in operating assets and liabilities:
			Decrease (Increase) in accounts receivable
			Decrease (Increase) in other receivable		-		10,000
			Decrease (Increase) in inventory		-		89,870
			Increase (decrease) in accounts payable and accrued liabilities		160,551		77,687
			Increase (decrease) in customer deposits		299,025		(498,083)
			(Increase) decrease in prepaid expenses		-		8,382
		Total adjustments			533,740		(228,488)
			Net cash (used) received in operating activities		185,740		8,899
Cash flows from investing activities:
	Purchase of property and equipment				-		(43,518)
			Net cash used in investing activities		-		(43,518)
Cash flows from financing activities:
	Bank overdraft				-		(9,428)
	Proceeds/(Payments) from notes payable
	Proceeds/(Payments) from related party note payable				4,630		55,000
	Proceeds/(Payments) from related party note payable shareholders				(34,926)		(3,483)
	Proceeds/(Payments) on lines of credit & credit cards				(11,972)		(214)
	Proceeds from stock subscription
			Net cash provided (used) by financing activities		(42,268)		41,875
Net increase (decrease) in cash and cash equivalents					143,472		7,256
Cash and cash equivalents - beginning of period					27		2,635
Cash and cash equivalents - end of period				$	143,499	$	9,891
Supplemental disclosure of cash flow information:
	Interest Paid			$	17,305	$	13,634
	Taxes Paid			$	-	$	-
					-		-
The accompanying notes are an integral part of these financial statements

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Medina International Holdings, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity (Deficit)
							Additional
	Common Stock		Preferred Stock Series A		Preferred Stock Series B		Paid-In	Accumulated
	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Deficit	Totals
Balance - April 30, 2012	55,890,117	$        5,589	30	$   360,000	20	$        20,000	$   4,880,270	$(7,256,062)	$ (1,990,203)
Net loss								(417,276.00)	(417,276)
Balance - April 30, 2013	55,890,117	$        5,589	30	$   360,000	20	$        20,000	$   4,880,270	$(7,673,338)	$ (2,407,479)
Stock issued to Directors	200,000	20					7,680		7,700
Net gain (loss)								(44,455)	(44,455)
Balance - April 30, 2014	56,090,117	5,609	30	360,000	20	20,000	4,887,950	(7,717,793)	(2,444,234)
Net gain (loss)								$   (348,000)	(348,000)
Balance - January 31, 2015	56,090,117	5,609	30	360,000	20	20,000	4,887,950	(8,065,793)	(2,792,234)
The accompanying notes are an integral part of the financial statements

 

 

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

 

 

NOTE 1. BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Medina International Holdings, Inc. ("Company," "Medina," "we," "us," "our") was incorporated in 1998 as Colorado Community Broadcasting, Inc. The Company intended to purchase low power television licenses or stations and planned to broadcast local programming mixed with appropriate national programming. The Company changed the name of the business in 2005 to Medina International Holdings, Inc.

 

The Company, under its two wholly owned subsidiaries, Harbor Guard Boats, Inc. and Medina Marine, Inc., plans to manufacture and sell recreational and commercial boats. The Company formed Medina Marine, Inc., as a wholly owned subsidiary of the Company, on May 22, 2006 to manufacture and sell fire rescue, rescue and recreational boats.

 

The Company acquired Modena Sports Design, LLC, as a wholly owned subsidiary of the Company on June 18, 2008. Modena Sports Design, LLC was formed in the State of California in 2003 to produce fire rescue, rescue and recreational boats. Modena Sports Design, LLC reorganized as a California corporation on January 7, 2010 changed its name to Harbor Guard Boats, Inc.

 

Presentation of Interim Information

 

In the opinion of the  management  of the Company,  the  accompanying  unaudited financial  statements  include all normal  adjustments  considered  necessary to present fairly the financial  position and operating  results of the Company for the periods  presented.  The financial  statements  and notes are  presented as permitted by Form 10-Q, and do not contain certain information included in the Company's  Annual  Report on Form 10-K for the fiscal year ended  April 30, 2014. It is management's  opinion that when the interim financial statements are read in conjunction with the April 30, 2014 Annual Report on Form 10-K, the disclosures  are  adequate to make the  information  presented  not  misleading. Interim results are not necessarily indicative of results for a full year or any future period. The accompanying consolidated financial statements of Medina International Holdings, Inc. and its subsidiaries were prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and include the assets, liabilities, revenues, and expenses of subsidiaries, Harbor Guard Boats, Inc. All intercompany balances and transactions have been eliminated in consolidation.

 

Going Concern

 

Recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to raise additional capital, obtain financing and to succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplates continuation of the Company as a going concern. On January 31, 2015, the Company's current liabilities exceeded its current assets by $2,937,704. Also, the Company's operations generated $239,059 revenue during the nine months ended January 31, 2015 and the Company's accumulated deficit at January 31, 2015 is $8,065,793.

 

Management takes various steps to revise its operating and financial requirements, which we believe are sufficient to provide the Company with the ability to continue on in the subsequent year. Management devoted considerable effort during the period ended January 31, 2015 towards management of liabilities and improving our operations. Management believes that the above actions will allow the Company to continue its operations through the next fiscal year.

 

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 obtain positive cash flow.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Consolidation

 

The  accompanying  consolidated  financial  statements  of Medina  International Holdings,  Inc. and its subsidiaries  were prepared in accordance with generally accepted  accounting  principles  in the United  States of America  ("GAAP") and include the assets, liabilities,  revenues, and expenses of our two wholly owned subsidiaries, Harbor Guard Boats, Inc., and Medina Marine, Inc. All intercompany balances and transactions have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of our consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities,  the disclosure of contingent  assets and liabilities at the date of the consolidated  financial statements,  and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are used for, but are not limited to;

 

1)       Revenue recognition;

2)       Allowance for doubtful accounts;

3)       Inventory costs;

4)       Asset impairments;

5)       Depreciable lives of assets;

6)       Income tax reserves and valuation allowances;

7)       Fair value of stock options;

 

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

 

8)       Allocation of direct and indirect cost of sales;

9)       Contingent liabilities; and

10)     Warranty liabilities.

 

Future events and their effects cannot be predicted with certainty; accordingly, our accounting estimates require exercise of judgment.  We base our estimates on historical  experience,  available  market  information,  appropriate  valuation methodologies,   and  on  various  other  assumptions  that  we  believe  to  be reasonable.  We evaluate and update our  assumptions and estimates on an ongoing basis  and  may  employ  outside  experts  to  assist  in our  evaluation,  when necessary. Actual results could differ materially from these estimates.

 

Revenue Recognition

 

Revenue Recognition is recognized when earned. The Company's revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. ASC 650 "Revenue Recognition." Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied, are recorded as unearned revenue.

             

Cash and Cash Equivalents

 

The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company maintains its cash in bank deposit accounts that may exceed federally insured limits. The Company has not experienced any losses in such accounts.

 

Accounts receivable

 

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

 

Inventory

 

We carry our inventories at the lower of its cost or market value. Cost is determined using first-in, first-out ("FIFO") method. Market is determined based on net realizable value. We also provide due consideration to obsolescence, excess quantities, and other factors in evaluating net realizable value.

 

Fixed Assets

 

Capital assets are stated at cost. Fixed assets consist of tools (molds), office equipment, fire extinguishers and manufacturing tools and are stated at cost. Depreciation of fixed assets is provided using the straight-line method over the estimated useful lives (3-7 years) of the assets. Expenditures for maintenance and repairs are charged to expense as incurred.

 

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

 

 

Long Lived Assets

 

The Company adopted codification ASC 350 "Accounting for the Impairment or Disposal of Long-Lived Assets", The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 350. ASC 350 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced.

Comprehensive Loss

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income.  Certain  statements,  however,  require entities  to  report  specific  changes  in  assets  and  liabilities,  such  as unrealized  gains and  losses on  available-for-sale  securities,  as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income.

Issuance of Shares for Service

The Company accounts for employee and non-employee stock awards, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

Fair Value Of Financial Instruments

Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying, as financial instruments are a reasonable estimate of fair value.

Foreign Currency Translation And Hedging

The Company is exposed to foreign currency fluctuations due to international trade. The management does not intend to enter into forward exchange contracts or any derivative financial investments for trading purposes. The management does not currently hedge foreign currency exposure.

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

 

Basic and Diluted Net Loss per Share

Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised.

Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Products and services, geographic areas and major customers

The Company earns revenue from the sale of commercial and recreational boats. The Company's products were sold domestically and internationally. The Company does not separate sales activities into different operating segments.

Recently issued accounting pronouncements

There were accounting standards and interpretations issued during the nine months ended January 31, 2015, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.

NOTE 3. INVENTORY

As of January 31, 2015  inventory consisted of the following:

 

NOTE 4. OTHER RECEIVABLES

 

As of January 31, 2015, other receivables consisted of the following:

 

 

 

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

 

 

Entry in Settlement Agreement - Disposition of Subsidiary

On March 28, 2012, ROK Global, PLC ("ROK") entered into a Settlement Agreement and Mutual Release ("the Settlement Agreement") the Company, Wintec Protective Systems, Inc. ("Wintec"), Mr. Daniel Medina, and Mr. Madhava Mankal Rao. Mr. Medina and Mankal are officers and directors of the Company.

In 2011, the Company, Wintec and ROK entered into agreements that provided for the Company to provide funding to Wintec and to contribute 3,000,000 shares of its common stock in exchange for 20,400,000 shares of Wintec. As a result of the agreements, Wintec had become the Company's 51% held subsidiary.

The Settlement Agreement provides for the agreements entered into in 2011 to be terminated and cancelled, effective immediately. All parties agree to the termination of the agreements without remedy and resolve each party of any claims or liabilities arising out of such agreements. As a result of the termination, Wintec is no longer a subsidiary of the Company. The Company transferred back to Wintec the 20,400,000 shares of Wintec in exchange for $1. Wintec transferred 3,000,000 shares of the Company's common stock issued in 2011, in exchange for $1.

Wintec per agreement to pay to the Company $237,718 within two years of the date of the Settlement Agreement, which we have reserved at 100% of total receivable due to non availability of financial  of Wintec Protective Systems, Inc.

NOTE 5. FIXED ASSETS

 

As of January 31, 2015 Property and equipment consisted of the following:

 

 

The Company has spent on Designs for new designs for 26', 30' and 37' models which is treated as intangible asset.

 

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

 

NOTE 6. PREPAID EXPENSES AND OTHER ASSETS

 

As of January 31, 2015 prepaid expenses and other assets included prepaid operating expenses and vendor deposit in the amount of $8,589.

 

NOTE 7. ACCRUED LIABILITIES

 

As of January 31, 2015 accrued liabilities consisted of the following:

 

 

NOTE 8. SHORT-TERM DEBT

 

As of January 31, 2015 short term debt consisted of the following:

 

 

As of January 31, 2015, the Company had a line of credit totaling $100,000, under which the Company may borrow on an unsecured basis at an interest rate of 8.75% monthly. The outstanding balance as of January 31, 2015 was $88,971.

 

At January 31, 2015, Company owed $2,152. The Company originally borrowed $11,024.92 from Wells Fargo bank as equipment loan repayable over a period of 60 monthly installments of $212.12.

 

The Company's remaining credit cards carry various interest rates and require monthly payments, and are substantially held in the name of or guaranteed by related parties.

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

 

 

NOTE 9. RISK MANAGEMENT ACTIVITIES

 

Foreign Currency

 

The majority of our business is denominated in U.S. dollars and fluctuations in the foreign currency markets will have a minimal effect on our business.

 

Commodity Prices

 

We are exposed to market risk from changes in commodity prices. The cost of our products could increase, if the prices of fiberglass and/or aluminum increases significantly, further decreasing our ability to attain profitable operations. We are not involved in any purchase commitments with any of our vendors.

 

Insurance

 

We are exposed to several risks, including fire, earthquakes, theft, and key person liabilities. We do not carry any insurance for these risks, other than general liability insurance, which will adversely affect our operations if any of these risks materialize.

 

NOTE 10. RELATED PARTY TRANSACTIONS

The Company has various license agreements with a  allowing its technology to be utilized in the manufacture of its boats. The license agreements typical provide for $1,500 royalty payment on every boat manufactured by the company except on boats manufactured where Mr. Albert Mardikian's patents are not used.

 

NOTE 11. CUSTOMER DEPOSIT

 

As of January 31, 2015 customer deposit consisted of the following:

 

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

 

NOTE 12. NOTE PAYABLE

As of January 31, 2015 notes payable consisted of the following:

Srikrishna Mankal	$	51,080
Pavan Mankal		59,700
CS Seshadri		110,500
Total		221,280

At October 31, 2014, the Company had an unsecured note payable to Mr. Srikrishna Mankal, non-affiliate, in the amount of $51,080, which bears an 8% interest per annum and currently due. Interest accrued to date on this note payable is $7,000. Due to negotiation with Mr. Srikrishna Mankal, the accrual for interest on the said loan was mutually agreed to cease from August 1, 2012. Note was amended on July 1, 2014 to include conversion feature to common stock with 25% discount on the closing market bid price or par value whichever is lower at the time of conversion to cover loan and interest.

At April 30, 2014, the Company had an unsecured note payable to Mr. Pavan Mankal, non-affiliate, in the amount of $59,700, which bears an 8% interest per annum and currently due. Note was amended July 1, 2014 to include conversion feature to common stock with 25% discount on the closing market bid price or par value whichever is lower at the time of conversion to cover loan and interest.

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 $48,500 is payable on demand and has been transferred in the name of C S Sheshadri. This note are convertible at the election of CS Seshadri from time to time after the issuance date. In the event of non payment the loan will be in default and principal and interest will 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.  We have provided $35,000 as interest expense loss on the above transaction. The note contains a BCF amount of $ 35,000 which is being amortized over the term of the loan.

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 transferred 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. In the event of default, the amount of principal and interest not paid and the notes become immediately due and payable. Should that occur, the Company is liable to pay CS Seshadri 150% of

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

the then outstanding principal and interest. 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. We have provided $28,333 as interest expense loss on the above transaction. The note contains a BCF amount of $ 28.333 which is being amortized over the term of the loan.

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

 

NOTE 13. SHAREHOLDERS' LOANS

 

As of January 31, 2015 shareholders loans consisted of the following:

 

 

Shareholder's loan from shareholder of the Company, unsecured, accrued at 10% interest per annum and due on demand.

 

NOTE 14. STOCKHOLDERS' EQUITY

 

175,000 common shares were issued during the nine months period to independent board of directors for services.

 

NOTE 15. COMMITMENTS AND CONTINGENCIES

Rental Leases

As of January 31, 2015, we did not own any properties. We moved our Company's activities, including all subsidiaries, from Corona, California to Ontario, California in April 2013. Our management signed a three-year lease for a 13,045 sq. ft. building in the city of Ontario, California, effective May 1, 2013. The address for this location is 191 Kettering Dr., Corona, CA, 91761. This building is owned by unrelated parties. The lease to the Corona facility expires on June 30, 2016, and calls for monthly payments, initially of $5,610 per month plus $495 costs, escalating over the term of the lease to $5,950 per month plus costs.

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

 

The Company has various license agreements with a related party allowing its technology to be utilized in the manufacture of its boats. The license agreements typical provide for $1,500 royalty payment on every boat manufactured by the company except on boats manufactured where Mr. Albert Mardikian's patents are not used.

NOTE 16. LITIGATION

NONE

NOTE 17. SUBSEQUENT EVENT

Acquisition Agreement - April 20, 2016

On April 20, 2016, Medina International Holdings, Inc. (the "Company") entered into an Acquisition and Purchase Agreement with Medical Innovation Holdings, a Joint Venture ("MedHold") whereby all of the assets of MedHold would be acquired by the Company from MedHold.

Medical Innovation Holdings, a Joint Venture, is establishing a nationwide, state by state, multi-disciplinary medical specialist provider/practice network, staffed by 16 types of Physician Specialists who serve the rural patient population via a seamless, comprehensive, sophisticated telemedicine program.

Pursuant to the Asset Acquisition Agreement, the closing of the Acquisition was effective April 20, 2016 although completed later.

Per the Acquisition and Purchase Agreement, the following items occurred:

 

(1)   The Company approved the issuance of 351,000,000 shares of the Company's restricted common stock to MedHold's designees;

(2)   30 shares of Class A Preferred Convertible Stock (Super Majority Voting) of Medina International Holdings, Inc. from Madhava Rao Mankal and Daniel Medina shall be conveyed for $100 to MedHold;

(3)   A total of 35,000,000 common shares owned by Madhava Rao Mankal, Daniel Medina and Albert Mardikian, and MGS Grand Sports, Inc. shall be conveyed under separate Share Purchase Agreements to retire to treasury for $100 each;

 

 

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MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED JANUARY 31, 2015

(Unaudited)

 

(4)   The outstanding notes for legal fees for a total of $256,025, approximately, plus accrued interest thereon, were assumed and agreed to be paid in accordance with the terms thereof, without defenses or disagreements thereto at the time of closing.  The outstanding balances due to the auditor (approximately $20,000, including current quarter review fees) and transfer agent (approximately $1,600) shall be paid as the earnest money; and

(5)   Assignment of the Assets were issued in the form of a Bill of Sale duly executed (attached hereto as Exhibit 10.3).

Settlement Agreement and Release

Medina International Holdings, Inc. (the "Company") entered into a Settlement Agreement and Release with Chenji Srinivasan Seshadri ("Debtholder") and Harbor Guard Boats, Inc., a California Corporation ("Harbor Guard").

The Agreement compromises, settles and otherwise resolves all claims for common shares, subscriptions, or Notes, or debts, relating to the Company and Debtholder as to any and all claims or causes of action whatsoever against the Company by Debtholder for any matter, action, or representation as the Company, any debt or Note, the subscription, by the subscriber, and other potential claims and causes of action arising from any relationship, agreement, subscription, debt, or Note, or actions of the Company or its management which may be claimed by Debtholder up to the date hereof. The Agreement requires payment of the sum of $60,000 to effectuate the release.

Divestiture of Harbor Guard Boats, Inc.

On April 20, 2016, the Company entered into an Acquisition Agreement with Daniel Medina and Rao Mankal, whereby they acquired the Harbor Guard Boats, Inc. stock from Medina, by assuming the debt related to Harbor Guard, totaling$1,819,091, and providing releases of liability for all of such debt, and retiring a total of 35 million shares of common stock of Medina to the treasury.  The Board made a determination that the assets were totally impaired, (which assets were fully impaired on the books) as no significant revenue was generated for over two years from the assets, and the assets had no net value exceeding even a portion of the debt relieved, and the company had no capital for recommencing business and had no sales. Further the debt relief to the company, was significant to allow the company to recapitalize.  Mr.  Mankal and Mr. Medina were affiliates and officers and directors and have concurrently tendered their resignations as officers and directors effective with the closing.  Two new directors are appointed and the four disinterested directors have approved the divestiture as being in the best interests of the Company, and its shareholders, in conjunction with the new business of the Company in the health care field.

This subsequent event has to be read in conjunction with the 8K filed concurrently here with.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

The independent registered public accounting firm's report on the Company's financial statements as of April 30, 2014, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern.

The Company, under its two wholly owned subsidiaries, Harbor Guard Boats, Inc. and Medina Marine, Inc., plans to manufacture and sell recreational and commercial boats.

The Company engages approximately nine full time employees. Our President and Chief Financial Officer have been engaged on full time to work with Harbor Guard Boats, Inc.

Our securities are currently not liquid. There are limited market makers in our securities and it is not anticipated that any market will develop for our securities until such time as we successfully implement our business plan of producing and marketing our Fire and Rescue boats. We presently have no liquid financial resources to offer such a candidate and must rely upon an exchange of our stock to complete such a merger or acquisition.

RESULTS OF OPERATION

For the Three Months Ended January 31, 2015 Compared to the Three Months Ended January 31, 2014

 

The Company recognized $161,331 in revenues during the three months ended January 31, 2015 as compared to $1,347,892 for the three months period ended January 31, 2014, resulting in a decrease in sales during the quarter of $1,186,561 or 88.03%. We sold one during the three months ended January 31, 2015 compared to three boats during the three months ended January 31, 2014.

 

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Our cost of goods sold for the three months ended January 31, 2015 was $103,706 compared to $866,471 during the three months ended January 31, 2014. The decrease in cost of goods sold of $762,765 or 88.03% was a result of decrease in corresponding sales activities.

 

During the three months ended January 31, 2015, we incurred general and administrative expenses of $91,540 compared to $88,587 during the three months ended January 31, 2014. The increase in general and administrative expenses for the three months period ended January 31, 2015 of $2,953 or 3.22% was mainly due to the increase of admin expense.

 

During the three months ended January 31, 2015, the Company incurred selling and marketing expenses of $9,431 compared to $68,442 during the three months ended January 31, 2014. The decrease of $59,011 or 86.22% in selling expenses was primarily due to the decrease in selling commissions and marketing expenses.

 

Interest expense increased by $3,596 or 20% for the three month period ended January 31, 2015. The Company incurred $21,450 for the three month period ended January 31, 2015 compared to $17,854 for the three month period ended January 31, 2014. Increases in interest expenses was mainly due to credit card interest.

 

During the three months ended January 31, 2015, the Company recognized a net loss of $51,843 compared to net profit of  $306,538 during the three months ended January 31, 2014. Increase in net loss of $358,381 or 117% was result of decrease in gross sales and gross profit.

 

For the Nine Months Ended January 31, 2015 Compared to the Nine Months Ended January 31, 2014

 

The Company recognized $239,069 in revenue during the nine months period ended January 31, 2015 as compared to $2,110,219 for the nine months period ended January 31, 2014 resulting in an decrease in sales during the period of $1,871,150 or 89%. We sold one boat during the nine months ended January 31, 2015 compared to  five during the nine months ended January 31, 2014

 

Our cost of goods sold for the nine months ended January 31, 2015 was $215,744 compared to $1,388,692 during the nine months ended January 31, 2014. The decrease in cost of goods sold of $1,172,948 or 543.67% was a result due to decrease in sales.

 

During the nine months ended January 31, 2015, we incurred general and administrative expenses of $299,478 compared to $283,651 during the nine months ended January 31, 2014. The increase in general and administrative expenses for the nine months period ended January 31, 2015 of $15,827 or 5.28%. 

 

During the nine months ended January 31, 2015, the Company incurred selling and marketing expenses of $24,852 compared to $146,184 during the nine months ended January 31, 2014. The decrease of $121,332 or 83% was primarily due to the marketing, consulting and sales commission.

 

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Interest expense increased by $11,857 or 22% for the nine month period ended January 31, 2015. The Company incurred $66,162 for the nine month period ended January 31, 2015 compared to $54,305 for the nine month period ended January 31, 2014. Increases in interest expense is mainly due to increase in interest on credit card.

 

During the nine months ended January 31, 2015, the Company recognized a net loss of $348,000 compared to net profit of $237,387 during the nine months ended January 31, 2014. Increase in net loss of $585,387.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2015, the Company had $143,499 cash on hand, an inventory of $93,949 and net property and equipment of $136,881. The Company's total current liabilities were $3,175,152 as of January 31, 2015, which was represented mainly accounts payable of $673,997, accrued liabilities of $1,407,240, deposits from customers of $301,025, short-term debt of $115,069, notes payable of $221,280 and short-term borrowings from shareholders totaling $445,666. At January 31, 2015, the Company's current liabilities exceeded current assets by $2,937,704.

The Company provided $185,740 in operating activities for the nine months period ended January 31, 2015 compared to usage of $8,899 for nine month period ended January 31, 2014.

The Company used $0 in investing activities for the nine months period ended January 31, 2015 compared to $43,518 for nine month period ended January 31, 2014.

During the nine months period ended January 31, 2015, the Company used $42,218 in financing activities includes loan in the amount of, $4,630 from party. The Company made payments includes $11,972 towards the lines of credits and credit cards and $34,926 towards shareholders loans.  

During the nine months period ended January 31, 2014, the Company used $41,875 in financing activities includes loan in the amount of $55,000 from unrelated party. The Company made payments includes $214 towards the lines of credits and credit cards, $3,483 towards shareholders loan.

The Company has an accumulated deficit, as of January 31, 2015, of $8,065,793 compared to $7,717,793 as of April 30, 2015.

Going Concern

The Company's auditors have issued a "going concern" qualification independent registered public accounting firm's report on the Company's financial statements as part of their opinion in the Audit Report. For the year ended April 30, 2014 and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability of the Company to continue as a "going concern."

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Short Term.

On a short-term basis, we do not generate revenues sufficient to cover operations. Based on prior history, we will continue to have insufficient revenue to satisfy current and recurring liabilities as we continue to develop our operations. For short term needs we will be dependent on receipt, if any, of offering proceeds.

Need for Additional Financing

We do not have capital sufficient to meet our cash needs. We will have to seek loans or equity placements to cover such cash needs. No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred.

 

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 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 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed by the Company and any Current Reports on Form 8-K filed by the Company.

 

Contractual Obligations and Other Commercial Commitments

 

The Company does not have sufficient capital to meet its cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934. Management will have to seek loans or equity placements to cover such cash needs and cover outstanding payables. Lack of existing capital may be a sufficient impediment to prevent the Company from accomplishing its goal of expanding operations. There is no assurance that the Company will be able to carry out our business. No commitments to provide additional funds have been made by the Company's management or other shareholders. Accordingly, there can be no assurance that any additional funds will be available to the Company to cover its expenses as they are incurred.

 

Irrespective of whether the Company's cash assets prove to be inadequate to meet its operational needs, the management might seek to compensate providers of services by issuances of stock in lieu of cash.

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Off-Balance Sheet Arrangements

 

In accordance with the definition under SEC rules, the following qualify as off-balance sheet arrangements:

 

a)      Any obligation under certain guarantees or contracts;

b)      A retained or contingent interest in assets transferred to an unconsolidated entity or similar entity or similar arrangement that serves as credit, liquidity, or market risk support to that entity for such assets;

c)      Any obligation under certain derivative instruments; and

d)      Any obligation under a material variable interest held by the registrant in an unconsolidated entity that provides financing, liquidity, market risk, or credit risk support to the registrant, or engages in leasing, hedging, or research and development services with the registrant.

 

The following will address each of the above items pertaining to the Company.

 

As of January 31, 2015, we do not have any obligation under certain guarantees or contracts as defined above.

                    

As of January 31, 2015, we do not have any retained or contingent interest in assets as defined above.

 

As of January 31, 2015, we do not hold derivative financial instruments.

 

Accounting for Derivative Instrument and Hedging Activities, as amended.

 

As of January 31, 2015, we did not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities ("SPEs"), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of January 31, 2015 and April 30, 2014, we were not involved in any unconsolidated SPE transactions.

 

Dividends

 

The Company has not declared or paid any cash dividend on its common stock and does not anticipate paying dividends for the foreseeable future.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

Not Applicable

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Disclosures Controls and Procedures

 

We have adopted and maintained disclosure controls and procedures (as such term is defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

 

As required by SEC Rule 15d-15(b), our Chief Executive Officer carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are not effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of the deficiency in our internal control over financial reporting discussed below.

 

Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the quarter ended January 31, 2015. We believe that internal control over financial reporting is not effective because of the small size of the business. We have not identified any, current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations.

 

There was no change in our internal control over financial reporting that occurred during the quarter ended January 31, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

None

ITEM 1A. RISK FACTORS.

None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None

ITEM 4. MINE SAFETY DISCLOSURES.

None 

ITEM 5 OTHER INFORMATION.

None

ITEM 6. EXHIBITS.

 

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

 

Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

 

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101.INS		XBRL Instance Document (1)
101.SCH		XBRL Taxonomy Extension Schema Document (1)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB		XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (1)
(1)  Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		MEDINA INTERNATIONAL HOLDINGS, INC.
		(Registrant)
Dated: May 2, 2016		By:/s/ Daniel Medina
		Daniel Medina,
		President
		(Principal Executive Officer)
Dated: May 2, 2016		By:/s/ Madhava Rao Mankal
		Madhava Rao Mankal,
		Chief Financial Officer
		(Principal Accounting Officer)

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