Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10Q
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended January 31, 2013
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ___________
Commission file number: 000-27211
MEDINA INTERNATIONAL HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
COLORADO 84-1469319
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(State of Incorporation) (IRS Employer ID Number)
1802 Pomona Rd., Corona, CA 92880
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(Address of principal executive offices)
909-522-4414
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(Registrant's Telephone number)
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.
Yes [X] No [ ]
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 (ss.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).
Yes [X] No [ ]
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.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do
not check if a smaller reporting company) Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
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, 2013, there were 55,890,117 shares of the registrant's common
stock issued and outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
----
Consolidated Balance Sheets - January 31, 2013 and April 30, 2012 F-1
Consolidated Statements of Operations -
Three months and nine months ended January 31, 2013 and 2012 F-2
Statements of Cash Flows -
Nine months ended January 31, 2013 and 2012 F-3 & 4
Statement of Changes in Stockholders' Equity (Deficit) F-5
Notes to Consolidated Financial Statements F-6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 1
Item 3. Quantitative and Qualitative Disclosures About Market Risk - Not Applicable 6
Item 4. Controls and Procedures 7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 7
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds - Not Applicable 7
Item 3. Defaults Upon Senior - Not Applicable 7
Item 4. Mine Safety Disclosures - Not Applicable 7
Item 5. Other Information - Not Applicable 8
Item 6. Exhibits 8
SIGNATURES 9
PART I. - FINANCIAL INFORMATION
MEDINA INTERNATIONAL HOLIDNGS, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
January 31, April 30,
2013 2012
(Unaudited) (Audited)
------------------------------
ASSETS
Current assets
Cash $ 189,934 $ -
Receivables 237,718 237,718
Reserve (237,718) (237,718)
------------------------------
Total receivables - -
------------------------------
Inventory 160,089 224,566
------------------------------
Total current assets 350,023 224,566
------------------------------
Property and equipment 788,155 753,332
Accumulated depreciation (514,213) (441,206)
------------------------------
Total property and equipment 273,942 312,126
------------------------------
Other assets
Prepaid expenses 15,644 9,468
------------------------------
Total assets $ 639,609 $ 546,160
==============================
LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable $ 592,790 $ 684,678
Accrued liabilities 42,387 458,947
Short term debt 128,709 132,614
Bank overdraft - 192
Customer deposit 762,349 428,891
Stock subscription payable 2,200 -
Notes payable 110,500 90,500
Related party payable 50,000 57,500
Related parties - short term 1,250,887 683,041
------------------------------
Total current liabilities 2,939,822 2,536,363
------------------------------
Shareholders' equity (deficit)
Preferred stock 10,000,000 shares authorized Series A preferred stock,
$0.01 par value, 50 shares authorized,
30 shares issued and outstanding as on January 31, 2013 and April 30, 2012 360,000 360,000
Series B preferred stock, $0.01 par value, 100 shares authorized,
20 shares issued and outstanding as on January 31, 2013 and April 30, 2012 20,000 20,000
Common stock, $0.0001 par value: 500,000,000 shares authorized
55,890,117 and 55,890,117 shares issued and outstanding as on
January 31, 2013 and April 30, 2012 5,589 5,589
Additional paid-in capital 4,880,270 4,880,270
Accumulated deficit (7,566,072) (7,256,062)
------------------------------
Total Medina International Holdings, Inc. shareholders' equity
(deficit) (2,300,213) (1,990,203)
------------------------------
Total liabilities and shareholders' equity (deficit) $ 639,609 $ 546,160
==============================
The accompanying notes are an integral part of these financial statements.
F-1
MEDINA INTERNATIONAL HOLIDNGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
For the three months ended For the nine months ended
January 31, January 31,
2013 2012 2013 2012
--------------------------- ---------------------------
Sales, net $ 347,86$ 9,576 $ 1,048,373$ 449,919
Cost of Goods Sold 346,966 35,436 877,384 328,841
--------------------------- ---------------------------
Gross profit (loss) 895 (25,860) 170,989 121,078
--------------------------- ---------------------------
General and administrative expenses 226,289 408,813 389,377 1,126,004
Selling and marketing expenses 28,475 31,487 76,233 88,032
Write-off of assets - - - 219,600
--------------------------- ---------------------------
Income (loss) from operations (253,869) (466,160) (294,621) (1,312,558)
--------------------------- ---------------------------
Other income 26,722 17,164 24,874 17,164
Interest expense (13,579) (23,665) (40,263) (124,119)
--------------------------- ---------------------------
Net other Income (loss) 13,143 (6,501) (15,389) (106,955)
--------------------------- ---------------------------
Net (income) loss $ (240,726)$ (472,661) $ (310,010)$ (1,419,513)
===========================================================
Net loss per share:
Basic $ 0.00 $ (0.01) $ (0.01)$ (0.03)
=========================== ===========================
Diluted $ 0.00 $ (0.01) $ (0.01)$ (0.03)
=========================== ===========================
Weighted average number of shares outstanding:
Basic 55,890,117 53,723,597 55,890,117 53,723,597
=========================== ===========================
Diluted 55,890,117 53,723,597 55,890,117 53,723,597
=========================== ===========================
The accompanying notes are an integral part of these financial statements.
F-2
Medina International Holdings, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity
For the Nine Months Ended January 31, 2013
(Unaudited)
Preferred Stock Preferred Stock Additional
Common Stock Series A Series B Paid-In
Shares Amount Shares Amount Shares Amount Capital
-----------------------------------------------------------------------------------------
Balance - April 30, 2012 55,890,117 5,589 30 360,000 20 20,000 4,880,270
Net income (loss) - - - - - - -
-----------------------------------------------------------------------------------------
Balance - January 31, 2013 55,890,117 5,589 30 360,000 20 20,000 4,880,270
=========================================================================================
The accompanying notes are an integral part of these financial statements.
F-3
Medina International Holdings, Inc. and Subsidiaries
Consolidated Statements of Shareholders' Equity
For the Nine Months Ended January 31, 2013
(Unaudited)
(continued)
Accumulated
Deficit Totals
------------------------------
Balance - April 30, 2012 $ (7,256,062) $ (1,990,203)
Net income (loss) (310,010) (310,010)
----------------------------------
Balance - January 31, 2013 $ (7,566,072) $ (2,300,213)
==================================
The accompanying notes are an integral part of these financial statements.
F-4
MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the nine months ended
January 31,
2013 2012
--------------------------------
Cash flows from operating activities:
Net income (loss) $ (310,010)$ (1,419,513)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation expenses 73,007 25,647
Stock issued for acquiring 51% of Wintec - 259,600
Gain on settlement of accounts payable - 295,449
Interest on Convertible Notes - 63,333
Stock issued for services 2,200 16,500
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable - 5,321
(Increase) decrease in other receivable - -
(Increase) decrease in inventory 64,477 13,688
Increase (Decrease) in accounts payable
and accrued liabilities 65,046 220,195
Increase (Decrease) in customer deposits 333,458 77,656
(Increase) decrease in prepaid expenses (6,167) 23,678
--------------------------------
Total adjustments 532,021 1,001,067
--------------------------------
Net cash (used) received in operating activities 222,011 (418,446)
--------------------------------
Cash flow from investing activities:
Purchase of property and equipment (34,823) (90,799)
--------------------------------
Total cash flow used in investing activities (34,823) (90,799)
--------------------------------
Cash flows from financing activities:
Proceeds (Payments) from notes payable - related party (7,500) (4,705)
Proceeds (Payments) from note payable 20,000 102,500
Proceeds (Payments) on lines of credit & credit cards (3,905) 89,992
Proceeds (Payments) from short-term borrowings Shareholders (5,839) 57,775
Proceeds from sale of stock - 250,000
--------------------------------
Total cash flow provided (used) by financing activities 2,756 495,562
Net increase (decrease) in cash and cash equivalents 189,944 (13,683)
Cash and cash equivalents - beginning of period - 17,353
--------------------------------
Cash and cash equivalents - end of period $ 209,626 $ 3,670
================================
Supplemental disclosure of cash flow information:
Interest Paid $ 10,239 $ 5,212
================================
Taxes Paid $ - $ -
================================
Accrued payroll accounts of Mr. Daniel Medina and Madhava Rao Mankal amounting
to $573,685 transferred from Accounts Payable to Short Term Borrowings
accounts.
The accompanying notes are an integral part of these financial statements.
F-5
MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED JANUARY 31, 2013
(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.
The Company entered into an agreement with WinTec Protective Systems, Inc. on
June 28, 2011 to acquire 51% of the equity of Wintec Protective Systems, Inc. in
exchange for 3,000,000 common shares of the Company. The Company has invested
$237,718 in Wintec Protective Systems, Inc. under the acquisition agreement.
This agreement was cancelled under the settlement agreement, dated March 28,
2012. Wintec Protective Systems, Inc. has agreed to repay $237,718 within two
years from the date of settlement agreement.
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 unaudited 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, 2012. It is management's opinion that when the interim financial
statements are read in conjunction with the April 30, 2012 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 ("USGAAP") and include the assets, liabilities, revenues, and expenses
of subsidiaries, Harbor Guard Boats, Inc. All intercompany balances and
transactions have been eliminated in consolidation.
F-6
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.
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,
2013, the Company's current liabilities exceeded its current assets by
$2,589,799. Also, the Company's operations generated $1,048,373 revenue during
the nine months ended January 31, 2013 and the Company's accumulated deficit at
January 31, 2013 is $7,566,072.
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, 2013 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 ("USGAAP") 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
USGAAP 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;
8) Allocation of direct and indirect cost of sales;
9) Contingent liabilities; and
10) Warranty liabilities.
F-7
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 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. At January 31, 2013 and April 30, 2012, the Company had
$237,718 in its allowance for doubtful accounts.
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.
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.
F-8
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.
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.
F-9
Recently issued accounting pronouncements
There were accounting standards and interpretations issued during the nine
months ended January 31, 2013, 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, 2013 and April 30, 2012, inventory consisted of the following:
January 31, April 30,
Item 2013 2012
---------------------------------------- ---------------------- ----------------
Raw material and supplies $ 0 $ 0
Work in progress 160,089 224,566
Finished goods 0 0
---------------------- ----------------
Total Inventory $ 160,089 $ 224,566
NOTE 4. FIXED ASSETS
As of January 31, 2013 and April 30, 2012, property and equipment consisted of
the following:
January 31, April 30,
Property and Equipment 2013 2012
----------------------------------------------------------------- ---------------------- ---------------------
Machinery and equipment, including molds & tools $ 679,021 $ 668,474
Computers 13,535 13,535
Furniture and fixtures 2,537 2,537
Office equipment 4,540 3,286
Fire extinguisher 500 500
Intangible assets 88,022 65,000
---------------------- ---------------------
Total property and equipment 788,155 753,332
Less: Accumulated Depreciation (514,213) (441,206)
---------------------- ---------------------
Total Property and equipment $ 273,942 $ 312,126
====================== =====================
The 20' mold for production of boats was developed and is ready for production
purposes. The expense on the mold is not a research and development (R&D)
expense as the mold is used for production. The guidance of ASC 730-10 relates
to research and development costs and therefore does not apply to our 20' mold
as we are going to use it for production purposes.
As at the year ended April 30, 2012, a majority of the work on the mold was
complete and it was decided to depreciate starting year ended April 30, 2012.
Management decided to include the mold under its Machinery and Equipment
category and is depreciated using seven years useful life, although the mold
will last longer than 7 years. We will revise the sub heading to read, 20' Fire
Rescue Mold instead of 20' Fire Rescue Mold WIP.
Design Drawings at a cost of $65,000 is for making drawings which helps in
building standard 26' and 30' boats. Actual life of the boat design may last
longer than 10 years as these standard drawings can be modified to make it
custom boat. Therefore, we provided 10 years as the life span.
F-10
We invested in two designs of boats for commercially manufacturing boats. We
have already built and delivered two boats of both designs. We will use these
designs and drawings for future boats manufacturing. We have estimated that the
usefulness of these Design and drawings for 10 years, as these designs can be
used with minor changes for more than 10 years.
NOTE 5. PREPAID EXPENSES AND OTHER ASSETS
As of January 31, 2013 and April 30, 2012, prepaid expenses and other assets
included operating expenses, vendor deposit and trade mark in the amount of
$9,370 and $9,468, respectively.
NOTE 6. ACCRUED LIABILITIES
As of January 31, 2013 and April 30, 2012, accrued liabilities consisted of the
following:
January 31, April 30,
Accrued Liabilities 2013 2012
----------------------------------------------------------------- ---------------------- ---------------------
Interest - shareholder loan $ 0 $ 70,372
Interest - related party 13113 14,000
Interest - notes payable 11,270 7,179
Payroll and taxes 4,933 354,324
Warranty liabilities 13,072 13,072
---------------------- ---------------------
Total Accrued liabilities $ 42,387 $ 458,947
====================== =====================
NOTE 7. SHORT-TERM DEBT
As of January 31, 2013 and April 30, 2012, short term debt consisted of the
following:
January 31, April 30,
Short-Term Debt 2013 2012
---------------------------------------------------- ---------------------- ----------------------
Line of credit - Financial Institution $ 101,017 $ 94,932
Credit card 27,692 37,682
---------------------- ----------------------
Total $ 128,709 $ 132,614
====================== ======================
As of January 31, 2013, 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% with monthly payments due. The outstanding balance as of January 31, 2013
was $94,886.
At January 31, 2013, Company owed $6,131. The Company originally borrowed
$11,024.92 from Wells Fargo bank as equipment loan repayable over a period of 60
monthly installments of $212.
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.
F-11
NOTE 8. 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 9. RELATED PARTY TRANSACTIONS
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 10. CUSTOMER DEPOSIT
As of January 31, 2013 and April 30, 2012, customer deposit consisted of the
following:
January 31, April 30,
Customer Deposits 2013 2012
----------------------------------------------- ---------------------- ----------------------
Deposit for commercial boats $ 741,849 $ 408,391
Deposit for recreational boats 20,500 20,500
---------------------- ----------------------
Total customer deposits $ 796,924 $ 428,891
====================== ======================
NOTE 11. NOTE PAYABLE
As of January 31, 2013 and April 30, 2012, notes payable consisted of the
following:
January 31, April 30,
Notes Payable 2013 2012
----------------------------------------------------------------- ---------------------- ---------------------
Notes payable - related party $ 50,000 $ 57,500
Notes payable - other 110,500 90,500
---------------------- ---------------------
Total notes payable $ 160,500 $ 148,000
====================== =====================
As of January 31, 2013, the Company had an unsecured note payable to Mr.
Srikrishna Mankal, son of Madhava Rao Mankal, CFO of the Company, in the amount
of $50,000, which bears interest at 0% per annum. As of January 31, 2013,
accrued Interest on this note was $13,113.
F-12
The convertible notes for $52,500 issued to Asher Enterprises, Inc. ("Asher") in
June 24, 2011 have a maturity date on the March 13, 2012 with interest of 8% per
annum. These notes are convertible at the election of Asher 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 Asher 150% of the then outstanding principal
and interest. The note agreements contain covenants requiring Asher'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
Asher 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 Asher. We have provided $35,000 as interest expense
loss on the above transaction. Of the $52,500 in principal, $4,500 is converted
to 2,500,000 common shares. The balance of the loan amount is $48,000.
The convertible notes for $42,500 issued to Asher in August 1, 2011 had a
maturity date on the May 1, 2012 with interest of 8% per annum. These notes are
convertible at the election of Asher from time to time after the issuance date.
In the event of default, the amount of principal and interest not paid and the
notes became immediately due and payable, as a result, the Company is liable to
pay Asher 150% of the then outstanding principal and interest. The note
agreements contain covenants requiring Asher'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 Asher 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
Asher. We have provided $28,333 as interest expense loss on the above
transaction.
Both convertible notes have been transferred by Asher to C.S. Seshadri, the two
notes have principal balances of amount of $48,000 and $42,500 and have retained
their original terms, as discussed above.
NOTE 12. SHAREHOLDERS' LOANS
As of January 31, 2013 and April 30, 2012, shareholders loans consisted of the
following:
January 31, April 30,
Shareholders' Loans 2013 2012
-------------------------------------------------------------------- ---------------------- ----------------------
Daniel Medina, President & Director $ 651,545 $ 360,629
Madhava Rao Mankal, Chief Financial Officer & Director 599,342 322,412
---------------------- ----------------------
Total Shareholders' Loans $ 1,250,887 $ 683,042
====================== ======================
Shareholder's loans are unsecured, accrued at 10% interest per annum and due on
demand. Shareholders' loans includes accrued payroll for Daniel Medina and
Madhava Rao Mankal, shareholders, officers and directors of the Company.
F-13
NOTE 13. STOCKHOLDERS' EQUITY
Common Stock
The Company has been authorized to issue, 500,000,000 shares of common stock
with a par value of $0.0001. As of January 31, 2013 and April 30, 2012, the
Company had 55,890,117 and 55,890,117 shares of its common stock issued and
outstanding respectively.
Preferred Stock
Series A
The Company has been authorized to issue 10,000,000 shares of preferred stock
with a par value of $.01, out of which 50 shares have been designated as
convertible Series `A' preferred stock ("Series A"). The Series `A' has a stated
value $12,000 per share, each one share of Series `A' is convertible into 1% of
the outstanding common shares at the time of conversion, may be converted at any
time, is redeemable by the Company in whole or in part at any time at a price
equal to the greater of (a) $12,000 per share or (b) the market value of the
common stock into which the Series `A' is convertible, has preferential
liquidation rights to common stock subject to a 150% of invested capital cap,
and has voting rights equal to common stock in an amount equal to the number of
shares that Series `A' could be converted into common shares were issued or
outstanding at January 31, 2013.
The Company has issued 30 shares of its Series `A' preferred stock to two of its
executive officers, Messrs. Madhava Rao Mankal, CFO of the Company and Daniel
Medina, President of the Company. Mr. Mankal and Mr. Medina each received 15
shares of Series `A' preferred stock, which was valued at $360,000 in total. No
shares were issued during the three months ended January 31, 2013.
Series B
During the year ended April 20, 2012, 20 shares of Preferred Series "B" was
issued to one individual and were valued at $20,000 per the redemption clause of
the Preferred Series B shares. The holders of the Series B Stock have the
following rights under the Certificate of Designation with respect to the
redemption, at any time, the Company may, in its sole discretion, redeem some or
all of the outstanding shares of Series B Stock at a "Redemption Price" equal to
the greater of (i) $1,000 per share or (ii) the market value of the common stock
into which the Series B Stock is convertible, as of the Redemption Date.
NOTE 14. COMMITMENTS AND CONTINGENCIES
Rental Leases
The Company signed a 3 year lease for 11,900 square feet building in the city of
Corona, in the state of California, effective April, 2010. The address for this
location is 1802 Pomona Rd, Corona, CA 92880. This building is owned by
unrelated parties. The lease expires on March 31, 2013, and calls for monthly
payments initially of $2,600 per month plus costs, escalating over the term of
the lease to $6,000 per month plus costs.
F-14
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.
The Board of Directors of the Company authorized the creation of a new series of
its Preferred Stock. On August 28, 2012, the Company amended its Articles of
Incorporation to designate the Series C Convertible Preferred Stock. The Series
C Convertible Preferred Stock ("Series C Preferred Stock") has 500 authorized
shares. At the time of this filing no shares of the Series C Preferred Stock
have been issued.
The holders of the Series C Preferred Stock would 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 C 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 C Stock are convertible
immediately after the close of business on the record date determined for any
vote.
NOTE 15. SUBSEQUENT EVENTS
The Company has evaluated it activities subsequent to the period ended January
31, 2013, through March 12, 2013 and found no reportable subsequent events.
F-15
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, 2012, 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 six full time employees. Our President and
Chief Financial Officer have been engaged on full time to work with Harbor Guard
Boats, Inc.
The Board of Directors of the Company authorized the creation of a new series of
its Preferred Stock. On August 28, 2012, the Company amended its Articles of
Incorporation to designate the Series C Convertible Preferred Stock. The Series
C Convertible Preferred Stock ("Series C Preferred Stock") has 500 authorized
shares. At the time of this filing, no shares of the Series C Preferred Stock
have been issued.
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.
1
RESULTS OF OPERATION
For the Three Months Ended January 31, 2013 Compared to the Three Months Ended
January 31, 2012
The Company recognized $347,861 in revenues during the three months ended
January 31, 2013 as compared to $9,576 for the three months period ended January
31, 2012, resulting in an increase in sales during the quarter of $338,285. We
sold two boats for the three months ended January 31, 2013 compared to none
during the three months ended January 31, 2012. While we sold no boats in the
prior period, we did during that period recognize revenues from the activities
of Wintec Systems, which we no longer are involved with.
Our cost of goods sold for the three months ended January 31, 2013 was $346,966
compared to $35,436 during the three months ended January 31, 2012. The increase
in cost of goods sold of $311,530 or 879.13% was a result of increase in
corresponding sales activities.
Gross profit margin increased to $895 for the three months period ended January
31, 2013 compared to ($25,860) for the three months period ended January 31,
2012. Increases in gross profit by $26,755 due to sale of two boats at an
average price of $173,930 per boat.
During the three months period ended January 31, 2013, we incurred general and
administrative expenses of $226,289 compared to $408,813 during the three months
period ended January 31, 2012. The decrease in general and administrative
expenses for the three months period ended January 31, 2013 of $182,524 or
44.65% was mainly due to the decrease of development expenditures of Wintec
Protective Systems, Inc. and professional & legal expenses.
During the three months ended January 31, 2013, the Company incurred selling and
marketing expenses of $28,475 compared to $31,487 during the three months ended
January 31, 2012. The decrease of $3,012 or 9.56% in selling expenses was
primarily due to the decrease in selling commissions and sales expenditure of
Wintec Protective Systems, Inc.
Interest expense decreased by $10,086 or 42.61% for the three month period ended
January 31, 2013. The Company incurred $13,579 for the three month period ended
January 31, 2013 compared to $23,665 for the three month period ended January
31, 2012. Decreases in interest expenses was mainly due to reduction in interest
from borrowing.
During the three months ended January 31, 2013, the Company recognized a net
loss of $240,726 compared to $472,661 during the three months ended January 31,
2012. Decrease in net loss of $231,935 was result of decrease in administration
expenses, selling and marketing and interest expenses which included expenses of
Wintec Protective Systems, Inc.
For the Six Months Ended January 31, 2013 Compared to the Nine Months Ended
January 31, 2012
The Company recognized $1,048,373 in revenue during the nine months period ended
January 31, 2013 as compared to $449,919 for the nine months period ended
January 31, 2012 resulting in an increase in sales during the period of
$598,454. We sold five boats made of custom made aluminum and fiberglass, during
the nine months ended January 31, 2013 compared to three made out of fiberglass
during the six months ended January 31, 2012. The difference in building
materials allowed us to charge a higher price on those boats sold in the nine
months ended January 31, 2013, compared to the prior period.
Our cost of goods sold for the nine months ended January 31, 2013 was $877,384
compared to $328,841 during the nine months ended January 31, 2012. The increase
in cost of goods sold of $548,543 or 166.81% was a result due to increase in
corresponding sales activities and in the different materials used in the
construction of the boats, as discussed above.
2
Gross profit margin increased to $170,989 for the nine months period ended
January 31, 2013 compared to $121,989 for the nine months period ended January
31, 2012. Increase in gross profit by $49,911, due to increase of sale of two
boats and also the use of additional building material increase the average
price of boat by $59,701.
During the nine months ended January 31, 2013, we incurred general and
administrative expenses of $389,377 compared to $1,126,004 during the nine
months ended January 31, 2012. The decrease in general and administrative
expenses for the nine months period ended January 31, 2013 of $736,627 or 65.41%
was mainly due to the decrease in expenditures of Wintec Protective Systems,
Inc. amounting to $463,528 and Professional & Legal expenses amounting to
$188,699, write off of asset amounting to 219,600.
During the nine months ended January 31, 2013, the Company incurred selling and
marketing expenses of $76,232 compared to $88,032 during the nine months ended
January 31, 2012. The decrease of $11,800 or 13.40% was primarily due to the
marketing expenses amounting to $20,085 and in expenditure of Wintec Protective
Systems, Inc. amounting to $27,582, with corresponding increase in sales
commission amounting to $32,003.
Interest expense decreased by $83,856 or 67.56% for the nine month period ended
January 31, 2013. The Company incurred $40,263 for the nine month period ended
January 31, 2013 compared to $124,119 for the nine month period ended January
31, 2012. Decreases in interest expense is mainly due to decrease in beneficial
interest from additional borrowing.
During the nine months ended January 31, 2013, the Company recognized a net loss
of $310,010 compared to $1,419,513 during the nine months ended January 31,
2012. Decrease in net loss of $1,109,503 or 78.16% was a result of the $736,627
decrease in administration expenses and expenses of Wintec Protective Systems,
Inc. combined with the $598,454 increase in sales
LIQUIDITY AND CAPITAL RESOURCES
As of January 31, 2013, the Company had $189,934 cash on hand, inventory of
$160,089 and net property and equipment of $273,942. The Company's total current
liabilities were $2,939,822 as of January 31, 2013, which was represented mainly
accounts payable of $592,791, accrued liabilities of $42,387, deposits from
customers of $762,349, short-term debt of $128,709, notes payable of $110,500
and short-term borrowings from shareholders totaling $1,250,887. At January 31,
2013, the Company's current liabilities exceeded current assets by $2,904,799.
The Company used $222,011 in operating activities for the nine months period
ended January 31, 2013 compared to usage of $418,446 for nine month period ended
January 31, 2012.
The Company used $34,823 in investing activities for the nine months period
ended January 31, 2013 compared to $90,799 for nine month period ended January
31, 2012.
During the nine months period ended January 31, 2013, the Company provided
$2,766 in financing activities includes loan in the amount of $20,000 from
unrelated party compared to the nine months period ended January 31, 2012 the
Company provided $495,562 includes proceeds from $250,000 from sale of stock,
$102,500 from notes payable, $57,775 from shareholders.
During the nine months period ended January 31, 2012, the Company provided
$495,562 in financing activities includes loan in the amount of $102,500 from
unrelated party, proceeds from sale of restricted stock for $150,000, proceeds
in the amount of $89,992 from credit cards and $57,775 from short-term
borrowings from shareholder. The Company made payments of $4,705 towards notes
payable related parties held by the Company.
3
Loan from unrelated party during the nine months ended January 31, 2011 includes
convertible notes for $48,000 issued to Asher Enterprises, Inc. ("Asher") in
June 24, 2011 and has a maturity date on the March 13, 2012 with interest of 8%
per annum. These notes are convertible at the election of Asher 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 Asher 150% of the then outstanding
principal and interest. The note agreements contain covenants requiring Asher'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
Asher 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 Asher. We have provided $35,000 as interest expense
loss on the above transaction.
The convertible notes for $42,500 issued to Asher in August 1, 2011 had a
maturity date on the May 1, 2012 with interest of 8% per annum. These notes are
convertible at the election of Asher from time to time after the issuance date.
In the event of default, the amount of principal and interest not paid and the
notes became immediately due and payable. In that event, the Company is liable
to pay Asher 150% of the then outstanding principal and interest. The note
agreements contain covenants requiring Asher'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 Asher 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
Asher. We have provided $28,333 as interest expense loss on the above
transaction.
Both convertible notes have been transferred by Asher to C.S. Seshadri, the two
notes have principal balances of amount of $48,000 and $42,500 and have retained
their original terms, as discussed above, with the exception of the due dates,
which have been extended to __________________________.
The Company has an accumulated deficit, as of January 31, 2013, of $7,566,072
compared to $7,256,062 as of April 30, 2012.
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, 2012,
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."
4
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.
5
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, 2013, we do not have any obligation under certain guarantees
or contracts as defined above.
As of January 31, 2013, we do not have any retained or contingent interest in
assets as defined above.
As of January 31, 2013, we do not hold derivative financial instruments.
Accounting for Derivative Instrument and Hedging Activities, as amended.
As of January 31, 2013, 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, 2013 and April 30, 2012, 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.QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
6
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,
2013. 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, 2013, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES -
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES -
NONE
ITEM 4. MINE SAFETY DISCLOSURES.
NONE.
7
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
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.
8
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: March 15, 2013 By: /s/ Daniel Medina
-----------------------------------
Daniel Medina,
President
Dated: March 15, 2013 By: /s/ Madhava Rao Mankal
-----------------------------------
Madhava Rao Mankal,
Chief Financial Officer
(Principal Accounting Officer)
