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: April 12, 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
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 3 - SECURITIES AND TRADING MARKETS
Item 3.03 Material Modification to Rights of Security Holders.
Authorization of Series B Convertible Preferred Stock
On March 26, 2012, the Board of Directors of Medina International Holdings, Inc.
("the Company") authorized the creation of a new series of its Preferred Stock.
The Series B Convertible Preferred Stock ("Series B Preferred Stock") shall have
100 authorized shares.
The holders of the Series B Preferred Stock have a voting right equal to that of
the common stock holders in any matter that the common stock holders of the
Company are able to vote upon. The Series B Preferred Stock is equal to such
number of votes as shall be equal to the aggregate number of shares of common
stock into which such holder's shares of Series B Stock are convertible
immediately after the close of business on the record date determined for any
vote.
The Series B Preferred Stock is convertible into shares of the Company's
restricted common stock. The Series B Preferred Stock convert at a rate of 1
share of Series B Preferred Stock for a number of shares of common stock equal
to 0.2% of the total number of issued and outstanding shares at the time of
conversion.
The Series B Preferred Stock is redeemable by the Company, at a price equal to
the great of $1,000 per share or the market value of the common stock into which
the Series B Preferred Stock is convertible on the date of redemption.
The Series B Preferred Stock has liquidation preference over the holders of
common stock that does provide for the holders of the Series B Preferred Stock
to receive a 150% return on their capital, on a pro rata basis, based upon the
number of shares of the Company's common stock the Series B Preferred Stock
would be convertible into at the time of the liquidation event. The Company's
issued and outstanding Series A Preferred Stock has the same liquidation
preference.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 12, 2012, the Company filed an Amendment to its Articles of
Incorporation, to create a Series B Convertible Preferred Stock. The Series B
Convertible Preferred stock is described in greater detail in Item 3.03, above.
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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3(i).1 Amendment to the Articles of Incorporation,
Certificate of Designation of Series B
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: April 12, 2012
