Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 13, 2012
MEDINA INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Colorado 000-27211 84-1469319
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
1802 Pomona Rd., Corona, CA 92880
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(Address of Principal Executive Offices) (Zip Code)
(909) 522-4414
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Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
Entry Into Settlement Agreement
On February 10, 2012, Medina International Holdings, Inc. ("the Company"), its
subsidiaries, Modena Sports Design, LLC, Harbor Guard Boats, Inc., its officers
and directors, Madhava Rao Mankal and Daniel Medina, entered into a Settlement
Agreement and Mutual Release ("the Settlement Agreement") with Albert Mardikian,
MGS Grand Sport, Inc., and Mardikian Design and Associates ("the Mardikian
Parties"). The Settlement Agreement is connection with the lawsuit filed by Mr.
Mardikian, as discussed below.
On December 28, 2010, Albert Mardikian and MGS Grand Sport, Inc., filed a
Complaint for breach of contract; money lent; account stated; accounting;
declaratory relief; fraud and deceit; breach of fiduciary duty; conversion; and
involuntary dissolution in Superior Court of the State of California, County of
Orange against Medina International Holdings, Inc.; Modena Sports Design, LLC;
Harbor Guard Boats, Inc.; Madhava Rao Mankal; and Danny Medina.
Mr. Mardikian and MGS Grand Sport, Inc. were seeking monetary damages exceeding
$1 million as well as punitive damages in unspecified amounts and a dissolution
of the Company. Mr. Mardikian was a Director and significant shareholder of the
Company.
The Settlement Agreement provides that the Mardikian Parties shall grant the
Company's subsidiary, Harbor Guard Boats, Inc. a License to make, have made,
develop, sell, promote, distribute and market commercial and governmental boats
utilizing U.S. Patent Nos. 6,620,003, 6,343,964 and 7,004,101. Such License will
have a 5 year term from the effective date of the Settlement Agreement. The
License will provide for a royalty payment of $1,500 per boat during the term of
the License.
The Settlement further provides, that all molds, inventory, tools, machinery,
parts, drawings, manuals and other materials acquired from the Mardikian parties
remain the property of the Company and that any trademarks will remain the
property of Harbor Guard Boats, Inc.
The Settlement Agreement provides for a the Company and Harbor Guard Boats to
pay the Mardikian Parties up to $250,000 starting January 1, 2012, as a
contingency payment. The contingency payment is based on the collective sale of
the boats manufactured per calendar year. If 4 or less boats are manufactured
the Company does not have to pay the contingency payment. If 5 or more boats are
manufactured, the Company shall make payments towards the contingency payment as
set forth in the Settlement Agreement.
Further, the Settlement Agreement provides for the Company and Harbor Guard
Boats to pay off a credit line that Mr Mardikian is a signatory totaling $94,932
and the payments are to be made as set forth in the Settlement Agreement.
Pursuant to the Settlement Agreement, once the contingency payments made by the
Company and Harbor Guard Boats total $250,000 and the credit line has been paid
in full, the Mardikian Parties will return to the Company 5,500,000 shares of
the Company's common stock held by the Mardikian Parties.
On March 13, 2012, all the parties to the litigation filed a request to dismiss
the litigation in its entirety. The Registrant anticipates that the request
will be granted in the near future.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is a complete list of exhibits filed as
part of this Report. Exhibit numbers correspond to the numbers in the exhibit
table of Item 601 of Regulation S-K.
Exhibit No. Description
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10.1 Settlement Agreement and Mutual Release, dated
February 2, 2011
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, hereunto duly authorized.
MEDINA INTERNATIONAL HOLDINGS, INC.
By: /s/Daniel Medina
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Daniel Medina, President
Date: March 14, 2012
