ITEM 1. DESCRIPTION OF BUSINESS
History
Medina International Holdings, Inc. ("Medina," "we," "us," "Company") was incorporated on June 23, 1998 in the state of Colorado as Colorado Community Broadcasting, Inc. In 2004, the Company changed its name to Medina International Holdings, Inc. Our corporate offices are located at 1802 Pomona Road, Corona, California, 92880, USA and our telephone number is (909) 522-4414.
Medina manufactures products and services to assist emergency and defense organizations and personnel. Our products are manufactured by the Company's two wholly owned subsidiaries, Medina Marine, Inc. and Harbor Guard Boats, Inc. The Company's securities are traded on Pink Sheets (Over-the-Counter) under the symbol, "MIHI."
In 2004 there was a change of management. At that time, Messrs. Daniel F. Medina and Mr. Madhava Rao Mankal were appointed as the President and Chief Financial Officer, respectively, and were also appointed as directors of the Company. In 2005 the board and shareholders approved the name change to Medina International Holdings, Inc. Since these organizational restructurings, we have pursued a business plan that focuses on watercraft manufacturing for rescue, emergency, and defense operations, as well as, recreational use.
In 2006, Medina Marine, Inc. was formed in the State of California, on May of 2006, as a wholly owned subsidiary for the sole purpose of manufacturing watercrafts, while the Company would be designated as a publicly traded holding company. Medina Marine ("MM") designs, manufactures, and markets innovative and practical aluminum boats ranging from 12' to 37', which are utilized by fire, search & rescue, emergency, patrol, military and defense organizations. In addition, Medina Marine also manufactures and markets two models of patented recreational watercrafts.
Medina Marine had sold two watercrafts (fiberglass material), one in the United States and one abroad, when the Company signed an agreement to acquire Modena Sports Design, LLC, as a wholly owned subsidiary of the company on June 18, 2008. Modena Sports Design, LLC was incorporated in the State of California in 2003 to produce fire rescue, rescue and recreational boats. Modena Sports Design, LLC changed its name on January 7, 2009 to Harbor Guard Boats, Inc. Harbor Guard Boats has eight (8) models of commercial watercrafts, ranging from 15' to 37' in length. The revenue of Harbor Guard Boats, Inc. from inception up to the date of acquisition are not be reflected on the consolidated financial statements of Medina International Holdings, Inc. as of April 30, 2009.
Harbor Guard Boats ("HGB") designs, manufactures, and markets high-performance, hand-laid fiberglass, commercial boats ranging from 15' to 37', which are utilized by fire, search & rescue, emergency, patrol, military and defense organizations. These watercrafts combine innovative designs with power, safety, handling and stability to create superior products designed to protect and save lives.
The Company's securities have been thinly traded on the Over-the-Counter-Bulletin-Board Market since September 2007. Since April of 2009, the Company's securities have been thinly traded on the Pink Sheets Market.
The Company owns the rights to the following websites: www.medinaih.com www.medinainternationalholdings.com www.medinamarine.com www.harborguardboats.com
Our Company operates under exclusive licenses for the following patents:
- --------------------------- ----------- Patent No. Date - --------------------------- ----------- U.S. 6,620,003 9/16/2003 U.S. 7,004,101 2/28/2006 U.S. 6,343,964 2/5/2002 U.S. 6,168,481 1/2/2001 - --------------------------- ----------- Agreements
On June 18, 2008 the following agreements were entered into:
Fixed Asset Purchase Agreement On June 18, 2008, we entered into a Fixed Asset Purchase Agreement with MGS Grand Sports, Inc. ("MGS Grand") and Mardikian Design Associates ("Mardikian") to purchase the fixed assets of Modena Sports, Design, LLC ("Modena Sports") in exchange for 5,500,000 shares of its restricted common stock. MGS Grand owns a 95% equity interest in Modena Sports and Mr. Albert Mardikian owns the remaining 5% equity interest. The fixed assets to be acquired by us consist of office equipment, tools and machinery. In addition, we will acquire web sites and domain names currently under Modena Sports. Upon the completion of the transaction, Modena Sports will become our wholly-owned subsidiary. The transaction was completed upon the delivery of audited financial statements.
Mold Purchase Agreement On June 18, 2008, Medina and MGS Grand and Mardikian Design entered into a Mold Purchase Agreement, as a part of the Fixed Asset Purchase Agreement, referred to above. The Mold Purchase Agreement allows for the purchase of certain molds and tools from MGS Grand and Mardikian Design in exchange for additional 5,500,000 shares of its restricted common stock. MGS Grand owns a 95% equity interest in Modena Sports and Mr. Albert Mardikian owns the remaining 5% equity interest.
License Agreement This agreement is entered into on 18th day of June, 2008. License agreement grants license to licensee the exclusive right to use and enjoy the benefits of the Patent and design rights associated with the patent for a period of 15 years. License agreement provides for the following as compensation.
a) 2% for Patented Designs with or without Patented Fire Pump technology used in the Company's production.
b) 1% for Patented Pump Technology used in designs other than Mr. Mardikian's or his Associates.
c) 1% for using Patents in any of our distributor or associated companies products.
d) Medina agrees to pay $1,000,000 to MGS as under: $200k in 2 months minimum and 3 months maximum, and balance $800K will be released at the rate of 10% of each boat sale until the complete debt of balance $800K is paid off.
All of the licenses referenced above are with Mr. Albert Mardikian, CEO of Harbor Guard Boats, Inc. and shall be treated separately and not as one license agreement.
Product Description
The Company manufactures commercial and recreational watercrafts under its two wholly owned subsidiaries, Medina Marine and Harbor Guard Boats. MIHI's commercial products are utilized by fire, search & rescue, patrol, emergency, military and defense departments, while the recreational products are targeted towards leisure and sports inclined individuals.
The Company's products combine power, safety, handling and stability in rough water along with high-speed performance. Boats already in use are getting international praise and recognition for the powerful rescue tool they have become to America's municipalities. The innovative patents, and patents-pending licensed by the company, give our boats eye-catching visual market retention and a competitive advantage in the boating industry, homeland security and defense in the United States and abroad.
Commercial Boats - The Company currently has eight (8) commercial watercraft models, ranging from 15' to 37' in length.
- -------------------------------- --------------- -----------------
Watercraft Fire Rescue Rescue - -------------------------------- --------------- -----------------
15' Interceptor Y Y
21' Interceptor Y Y
18' Firehawk Defender Y Y
24/26' Firehawk Defender Y Y
28' Firehawk Defender Y Y
30' Firehawk Defender Y Y
37' Firehawk Defender Y Y - -------------------------------- --------------- -----------------
Recreational Boats - The Company currently has 2 recreational watercraft models, the 22' Vortex and 30' Modena.
Our watercraft products are made out of fiberglass materials. In addition to durability and improved speeds, the use of fiberglass means that any repairs or damage to the interior or exterior of the craft can be easily repaired. Our products incorporate an enclosed platform in their designs, which prevents the boats from flooding and therefore provides a greater stability.
All of our watercrafts either use jet propulsion, I/O and Out Boards for their power. The use of jet engines allows the watercraft to operate in shallow waters. In addition, the jet engines provide a greater safety to the rescuers and those being rescued. Our jet propulsion watercrafts allow the crew members to get extremely close to the victims without worry of causing further injury to those being rescued. The use of I/O and Outboard engines are installed mainly in 24' and up models. In addition, some of our models are designed to accommodate multiple or mixture of the above mentioned engine types, taking into consideration safety and agility.
The water pump used in our products uses water retrieved from the bottom of the boat and sprays water at 750-2000 gallons per minute, without compromising the stability of the craft. MCD System allows the water intake to be diverted to water pump for spraying. Both of these systems are patented.
This innovation in fire rescue/rescue watercraft design will allow us to market these boats to both fire and rescue departments, as well as, defense and military departments.
Current Operations
Our operations focused, up to April of 2008, on building of 12' and 21' watercraft molds. On June 18, 2008, we acquired Harbor Guard Boats, Inc. (formerly Modena Sport Designs, LLC). We design, manufacture, test, deliver and support from a leased facility in Corona, California.
Competition
Our products compete with those companies that are already established in the industry. Our competition may have established dealerships around the United States and other parts of the world, which may give them an advantage over our company. In addition, our competition may have good relations with the government and its personnel and a proven track record, which may adversely affect our sales efforts. An established competition to our company may have resources and man power to expand into other cities and countries and offer their products at lower prices.
We believe that the use of the jet propulsion, I/O, and Outboard engines and the innovations in our designs provide greater stability, which will provide us with an advantage over our current competition. Our competitors build similar rescue watercraft, though they may use different materials in the construction of their products, such as inflatable, metal, and aluminum.
There is greater competition for our 22' Vortex and Modena 30' boats, than there are for our rescue and fire rescue watercrafts. The recreational industry is larger than the fire and rescue industry and our competition in this industry have an established clientele and may have far greater resources than we have at this time. We believe that our design of the Vortex and Modena will provide us with an advantage over our established and larger competitors.
Harbor Guard Boats, Inc. has sold 21 watercrafts since 2005 and Medina Marine, Inc. has sold 3 watercrafts since 2004 for combined total of 24 watercrafts to various domestic and international rescue and fire departments up to the time of merger.
The Company has begun aggressively marketing its products throughout the United States and around the world. By working with independent sales agents, the Company has been able to expand its reach into agencies worldwide that are looking for watercrafts for search and rescue, defense, and emergency purposes.
Our watercrafts are sold to departments, such as Fire, Police, Defense, Emergency, and Volunteer Fire Departments. Most of our sales have come from Fire Department in the United States and abroad; however, there is an increasing potential for sales opportunities in other departments as well.
Our Company seeks to constantly expand dealers in the U.S. and around the world. Currently we have dealers in United States to represent the following states: Michigan, Wisconsin, Illinois, South Carolina, North Carolina, Georgia, New York, New Jersey, Puerto Rico and Connecticut.
In addition, we have established dealer relations in the following countries/region: Caribbean, Canada, India, Middle East, Turkey, and South America.
The Company's commercial boat marketing strategy includes displaying and demonstrating at regional, national and international shows throughout the United States, and advertising its products in industry magazines and on the Internet.
ITEM 1A.
ITEM 1A. RISK FACTORS
The ownership of the Company's securities involves certain risk factors, including without limitation, lack of liquidity, various conflicts of interest, and economic and market risks. An investment in the Company's common stock involves a number of risks. The risks discussed in this document could materially and/or adversely affect our business, financial condition and results of operations and cause the trading price of our common stock to decline significantly.
Risks in Equity
Investors should be aware of the risks in the market for Penny Stocks and the possibilities of fraud and abuse.
Stockholders should be aware that, according to SEC, the market for Penny Stocks has suffered, in recent years, from patterns of fraud and abuse. Such patterns include, but not limited to:
a) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
b) manipulation of prices through prearranged matching of purchasers and sales and false and misleading press releases;
c) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;
d) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
e) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.
Our management is aware of the abuses that have occurred historically in the Penny Stock market. The Company will not be able to control any of such patterns.
We expect our stock price to be volatile which could cause a complete loss of investment to purchasers of our stock.
The trading price of our common stock is likely to be highly volatile. Our stock price could fluctuate widely in response to many factors, including the following:
a) our historical and anticipated quarterly and annual operating results;
b) announcements of new products or services by us or our competitors or new competing technologies;
c) investors' perceptions of us and investments relating to the watercraft and/or defense industry;
d) developments in the watercrafts and/or defense industry;
e) technological innovations;
f) failure to diversify;
g) changes in pricing made by us, our competitors or providers of alternative/substitute services;
h) the addition or loss of business customers;
i) variations between our actual results and analyst and investor expectations;
j) condition or trends in the boat industry, including regulatory developments;
k) announcements by us of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
l) additions or departures of key personnel; and
m) general market and economic conditions.
In addition, in recent years the stock market in general, and the Pink Sheets (over-the-counter) market, in particular, have experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to the operating performance of these companies. These markets and industry factors may materially adversely affect our stock price, regardless of our operating performance.
The stock market, from time-to time, has experienced significant price and volume fluctuations that have particularly affected the market prices for the common stock of similar companies. These broad market fluctuations may adversely affect the market price of the company's common stock. In the past, following periods of volatility in the market price of a particular company's securities, securities class action litigation has been instituted. There can be no assurance that such litigation will not occur in the future with respect to the company. Such litigation, regardless of its outcome, would result in substantial costs and a diversion of management's attention and resources, which could have a material adverse effect upon the company's business, results of operations, and financial condition.
In the past, the trading price of the Company's common stock has experienced substantial volatility. Sales of substantial amounts of common stock in the public market could adversely affect prevailing market prices. As of July 12, 2010, we had 51,006,747 shares of common stock outstanding, of which 12 million is or will be freely tradable, other than restrictions imposed upon our affiliates. The freely tradable shares, along with the contractually restricted shares, are significantly greater in number than the daily average trading volume of our shares. If the selling stockholders, or the holders of the freely tradable shares, were to sell a significant amount of our common stock in the public market, the market price of our common stock would likely be significantly and adversely affected.
Penny Stock Reform Act. In October 1990, congress enacted the "Penny Stock Reform Act of 1990" (the "90 Act") to counter fraudulent practices common in Penny Stock transactions. Rule 3a51-1 of the Exchange Act defines "Penny Stock" as an equity security that is not among other things;
a) a reported security (i.e., listed on certain national securities exchanges):
b) a security registered or approved for registration and traded on a national securities exchange that meets certain guidelines, where the trade is effected through the facilities of that national exchange;
c) a security listed on NASDAQ;
d) a security of an issuer that meets certain minimum financial requirements ("net tangible assets" in excess of $2,000,000 if the issuer has been continuously operating for less than three (3) years), or "average return" of at least $6,000,000 for the last three years; or
e) a security with a price of at least $5.00 per share for the transaction in question or that has a bid quotation (as defined in the rule) of at least $5.00 per share.
Under rule 3a51-1, the Company's common stock falls within the definition of "Penny Stock," pursuant to the 90 Act, broker-dealers, prior to effecting a transaction in a Penny Stock, are required to provide investors with written disclosure documents containing information concerning various aspects of the market for Penny Stocks as well as specific information about the Penny Stock and the transaction involving the purchase and sale of that stock (e.g., price quotes and broker-dealer and associated person compensation). Subsequent to the transaction, the broker is required to deliver monthly or quarterly statements containing specific information about the Penny Stock. These added disclosure requirements will most likely negatively affect the ability of purchasers herein to sell their shares in the secondary market.
We will need to raise additional funds which could dilute the shares
We need to raise additional funds through public or private debt or equity financing to be able to fully execute our business plan. Any additional capital raised through the sale of equity may dilute the investor's ownership interest. We may not be able to raise additional funds on favorable terms, or at all. If we are unable to obtain additional funds, we will be unable to execute our business plan.
We may issue shares to raise capital or for services in the future at a price lower than that paid by current investors and such actions would be dilutive, even highly dilutive, of current outstanding shares, which would adversely affect market values
We will need to raise substantial amount of additional capital and may issue shares for cash, services, or acquisitions at a price less than that paid by current owners, as needs arise. This poses a risk for investors in that there is no protection for them against such dilutive issuances, which could ultimately adversely affect the market and price for our shares, if a market ever develops.
Our securities have been thinly traded on the Pink Sheets, which may not provide liquidity for our investors
Our securities are quoted on the Pink Sheets market. The Pink Sheets is an inter-dealer, over-the-counter market that provides significantly less liquidity than the NASDAQ stock market or other national and regional exchanges. Securities traded on the Pink Sheets are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts. The Securities and Exchange Commission's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the Pink Sheets. Quotes for stocks included on the Pink Sheets market are not listed in newspapers. Therefore, prices for securities traded solely on the Pink Sheets may be difficult to obtain and holders of our securities may be unable to resell their securities at or near their original acquisition price, or at any price.
In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders to buy or sell a specific number of shares at the current market price, it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and its execution.
Future sales of our common stock by restricted shareholders could have a depressive effect on the market price for our stock
We currently have 51,006,747 shares of common stock outstanding as of July 12, 2010, subject to restrictions on transfer referred to below, all other shares of common stock which we have not registered are considered "Restricted Securities" as defined under the Securities Act (1934) and in the future may be sold in compliance with rule 144 under the Securities Act or pursuant to a registration statement filed under the Securities Act. Rule 144 generally provides that a person holding restricted securities for a period of six months may sell every three months in brokerage transactions or market-maker transactions an amount equal to the greater of (i) one percent (1%) of our issued and outstanding common stock or (ii) the average weekly trading volume of the common stock during the four calendar weeks prior to the sale. Rule 144 also permits, under certain circumstances, the sale of shares without any quantity limitation by a person who is not an affiliate of the company and who has satisfied a one year holding period. The sale of substantial numbers of these shares, whether pursuant to rule 144 or pursuant to a registration statement, may have a depressive effect on the market price of our common stock by causing the supply exceeding demand.
In addition, sales of significant amounts of restricted shares held by Mr. Madhava Rao Mankal, CFO and director of the Company and Mr. Daniel Medina, President and Director of the Company, who own a total of 37,675,703 shares of common stocks, or the prospect of these sales, could adversely affect the market price of our common stock.
Our operating results in future periods are likely to fluctuate significantly and may fail to meet or exceed the expectations of securities analysts or investors, and this could affect our market price
Our annual and quarterly operating results are likely to fluctuate significantly in the future due to numerous factors, many of which are outside of the company's control. These factors include many of which are discussed in other risk factors; such as low revenues, competition, failure to approve products proposed, lack of additional capital, management changes, and intellectual property infringement claims to extremely high operating costs. If our operating results are negatively affected by any of these factors, our operating results in future periods could fail to meet or exceed the expectations of securities analysts or investors. In that event, any trading price of our common stock would decline.
Risks in General Operations
We rely upon licenses in the manufacturing of our boats
We manufacture our boats under various licenses; the loss of any could impair our business. Mr. Albert Mardikian, Chief Executive Officer of Harbor Guard Boats, Inc., holds the patents on the designs we use to build our products. If we breach the license agreement, it may seriously impair our ability to manufacture the boats and we may not be able to successfully implement our business plan. Each license is for a certain period of time. If Mr. Mardikian is unwilling to renew the licenses, it may seriously impair our ability to manufacture the boats and we may not be able to successfully implement our business plan.
We rely on proprietary designs and rights and if we have to litigate those rights, our expenses could substantially increase
Our intellectual property is important to our business. We rely on a combination of license rights, trade secret laws, confidentiality procedures, and contractual provisions to protect our intellectual property. Our success and ability to compete depends, in part, on the protection of our designs and technology. In addition, our technology could infringe on patents or proprietary rights of others. We have not undertaken or conducted any comprehensive patent infringement searches or studies. If a third party holds any conflicting rights, we may be required to stop making, using or selling our products or to obtain licenses from and pay royalties to others. Further, in such event, we may not be able to obtain or maintain any such licenses on acceptable terms, if at all. We may need to engage in future litigation to enforce intellectual property rights or the rights of customers, to protect trade secrets or to determine the validity and scope of proprietary rights of others, including customers. This litigation could result in substantial costs and diversion of resources and could materially adversely affect our results of operations.
We depend on our suppliers and if we cannot obtain certain components for our products, we might have to develop alternative designs that could increase our costs.
We depend upon a number of suppliers for components in manufacturing our boats. There is an inherent risk that certain components will be unavailable for prompt delivery or, in some cases, discontinued. We have only limited control over any third-party manufacturer as to quality controls, timeliness of production, deliveries and various other factors. Should the availability of certain components be compromised, it could force us to develop alternative designs using other components, which could add to the cost of goods sold and compromise delivery commitments. If we are unable to obtain components in a timely manner, at an acceptable cost, or at all, we may need to select new suppliers, redesign or reconstruct the process we use to build the hulls, which management believes would take a minimum of one year. We may not be able to manufacture any boats for a period of time, which could materially adversely affect our business, through the results of our operations, and our financial condition.
In addition, if a change in the manufacturer of a key component is required, qualification of a new supplier may result in delays and additional expenses in meeting customer demand for products.
We have a limited operating history and may never achieve or sustain profitable operations.
Our ability to successfully commercialize our products will depend on, among other things, our ability to manufacture and sell our products and the relative cost to the customer of our product as compared to alternative competitive products. As a result, we may never achieve or sustain profitable operations.
We anticipate that we will continue to incur operating losses for the foreseeable future, due to a high level of planned operating and capital expenditures for developing manufacturing capabilities, increased sales and marketing costs, the hiring of additional personnel, greater levels of product development and our general growth objectives related to the design and manufacturing of our products.
The company has incurred losses since our inception and expects to continue to incur losses in the future. We may never become profitable. We have historically generated substantial losses, which, if continued, could make it difficult to fund our operations or successfully execute our business plan, and could materially adversely affect our stock price. We experienced net losses of $745,070 for the year ended April 30, 2010. At April 30, 2010, we had an accumulated deficit of $5,443,354.
The impact of market fluctuations in money markets, financial stability and financing costs could adversely affect our profitability.
Most of our expenses and capital spending are transacted in the U.S. dollars. The company's exposure to market risk for changes in interest rates relate primarily to the company's cash and cash equivalent balances, marketable securities, investment in sales-type leases, and loan agreements. The majority of the company's investments may be in short-term instruments and therefore subject to fluctuations in U.S. interest rates. Our financing arrangements will be periodically renewed and an increase in interest rates may result in higher interest charges to us. Due to the uncertain nature of such, we cannot provide assurance that this will not have a material adverse impact on our financial condition and results of operations.
Our independent accountants have issued a going concern opinion and if we do not generate enough cash from operations to sustain our business we may have to liquidate assets or curtail our operations.
The accompanying financial statements have been prepared assuming we will continue as a going concern. Conditions exists which raise substantial doubt about our ability to continue our business unless we are able to generate sufficient cash flows to meet our obligations and sustain our operations. In addition, we have limited working capital. We cannot provide assurance or guarantee that additional capital and/or debt financing will be available and to the extent required by us, or that if available, it will be on terms favorable or acceptable by us. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty. This may be an indicator of our inability to continue in business which could cause loss of part or all of your investment.
We will need significant additional funds for operations and product marketing and development, which we may not be able to obtain
The expansion and development of our business will require significant additional capital. We intend to seek substantial additional financing in the future to fund the growth of our operations, including funding the significant capital expenditures necessary for us to provide products in our targeted markets. We may be unable to obtain any future equity or debt financing on acceptable terms or at all. A market downturn or general market uncertainty will adversely affect our ability to secure additional financing. If we are unable to obtain additional capital or are required to obtain it on terms less satisfactory than what we desire, we will need to delay deployment of our new products or take other actions that could adversely affect our business, prospects, operating results and financial condition. To date, our cash flow from operations has been insufficient to cover our expenses and capital needs. Our current capital resources have been expended and we need additional capital to continue expansion, which we may not be able to obtain, and it could impair or curtail operations.
Our current liabilities exceed our current assets by a significant amount, which could put stockholder/investors at serious risk of or loss of their investment.
The Company, at April 30, 2010, had current liabilities of $2,731,046 and $334,623 in current assets. As of April 30, 2010, we have a working capital deficit of approximately $2,396,423. In the event that creditors or litigants, if any, were to attempt to collect, it is unlikely that stockholders, as equity holders, would receive some or any return of their investment, because creditors would be paid first.
A segment of our business focuses on government agencies, limited number of potential customers, and if we cannot obtain government contracts, we may not earn revenues.
Obtaining government contracts may involve long purchase and payment cycles, competitive bidding, qualification requirements, delays or changes in funding, budgetary constraints, political agendas, extensive specification development, price negotiations and milestone requirements. Each government agency also maintains its own rules and regulations, varying significantly among agencies, with which we must comply. Government agencies also often retain some portion of fees payable upon completion of a project and collection of these fees may be delayed for several months.
We must comply with environmental regulations or we may have to pay expensive penalties or clean up costs
We are subject to federal, state, local and foreign laws and regulations regarding protection of the environment, including air, water, and soil. Our manufacturing business involves the use, handling, storage, and contracting for recycling or disposal of, hazardous or toxic substances or wastes, including environmentally sensitive materials, such as batteries, solvents, lubricants, degreasing agents, gasoline and resin. We must comply with certain requirements for the use, management, handling, and disposal of these materials. We do not maintain insurance for pollutant cleanup and removal. If we are found responsible for any hazardous contamination, we may have to pay expensive fines or penalties or perform costly clean-up. Even if we are charged, and later found not responsible, for such contamination or clean up, the cost of defending these charges could be high.
If we do not comply with government regulations, we may be unable to ship our products or may have to pay expensive fines or penalties
We are subject to regulation by United States governments (county, state, federal governments, government agencies, etc.), and regulatory authorities from foreign nations. If we fail to obtain regulatory approvals or suffer delays in obtaining regulatory approvals, we may not be able to market our products and services, and generate revenues. Further, we may not be able to obtain necessary regulatory approvals. Although we do not anticipate problems satisfying any of the regulations involved, we cannot foresee the possibility of new regulations, which could adversely affect our business. Our products are subject to export limitations and we may be prevented from shipping our products to certain nations or buyers.
The economy can have an adverse affect on our company
We are susceptible to fluctuations in the economy. If fewer boats are purchased in response to general slowdowns in the economy, our business could be adversely affected. Sales of recreational boats generally fluctuate with the economy. Fluctuations in the market for recreational boats could cause fluctuations in our operating results and a decline in the growth of the recreational boats market and could have a material adverse effect on our business, financial condition, and results of operations.
Risks in sales/marketing
We are subject to substantial competition and we must continue to focus on product development to remain competitive.
We are subject to significant competition that could harm our ability to gain business and increase the pressure on prices on our products. We face competition from a variety of firms. Moreover, we may not have sufficient resources to undertake the continuing research and development necessary to remain competitive. Competitors may attempt to independently develop similar designs or duplicate our products or designs. We or our competitors may intentionally or unintentionally infringe upon or misappropriate products or proprietary information. In the future, litigation may be necessary to enforce intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time consuming and costly. Any patent or patents sub-licensed to us relating to current or future products may be challenged, invalidated, or circumvented or the rights granted there under may not be held valid if subsequently challenged.
Our boat designs are based on technological and design innovation. Consequently, the life cycles of some of our products can be relatively short. Our success depends significantly on our ability to establish and maintain a competitive position in this field. Our products may not remain competitive in light of technological developments by others. Our competitors may succeed in discovering and developing technology before we do that might render our technology, and hence making our products, obsolete and noncompetitive.
We are a small company in terms of employees, technical and research resources and capital. We expect to have significant research and development, sales and marketing, and general and administrative expenses for several years. These amounts may be expended before any commensurate incremental revenue from these efforts may be obtained. These factors could hinder our ability to meet changes in the boat industry as rapidly or effectively as competitors with substantially more resources.
The boat and/or defense industry is very competitive, which may have an adverse affect on profits if sales fall short of our goals
The boat and/or defense industry is very competitive and competition is increasing in both the United States and abroad. We may not be able to compete successfully against either current or future competitors. Many of our competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition and more established relationships in the industry than we do. As a result, these companies may be able to develop and expand their market share more rapidly, adapt to changes in customer requirements more quickly, take advantage of acquisition and other opportunities more readily, and devote greater resources to the marketing and sale of their products than we can. In addition, competition could result in significant price erosion, reduced revenue, lower margins or loss of market share, any of which would significantly harm our business. If we are unable to successfully compete, we will be unable to achieve our business plan.
Commercialization of our current and future products could fail if implementation of our sales and marketing strategy is unsuccessful
A significant sales and marketing effort will be necessary in order to achieve the level of market awareness to realize profitability from sales of our current and future products. We currently have only limited sales and marketing experience, both in the United States and abroad, which may limit our ability to successfully develop and implement our sales and marketing strategy. We need to:
a) hire and train sales and marketing personnel;
b) manage geographically dispersed operations;
c) encourage customers to purchase our products.
If we fail to successfully create and implement our sales and marketing strategy, it could result in increased costs and net losses, resulting in potential failure of the company.
Success dependent on market acceptance. The Company's success is dependent on the market acceptance of its products. Despite the increasing demand for commercial boats, market acceptance of the company's products will be dependent, among other things, upon its quality, ease of use, speed, reliability, and cost effectiveness. Even if the advantages of the company's products are established, the company is unable to predict how quickly, if at all, the products will be accepted by the marketplace.
Risks in management
We rely upon key employees to proceed with our business plans
The loss of our key employees could impair our ability to proceed with our business. Our success depends in significant part on the continued services of our key employees, including Mr. Daniel Medina, President and Director, Mr. Madhava Rao Mankal, Chief Financial Officer and Director, and Mr. Albert Mardikian, Chief Executive Officer of Harbor Guard Boats, Inc.
We may be unable to obtain additional capital required to expand our business. We may have to curtail our business if we cannot find adequate funding, resulting ultimately in business failure
Our ability to grow depends significantly on our ability to expand our operations through internal growth and by acquiring other companies or assets that require significant capital resources. We may need to seek additional capital from public or private equity or debt sources to fund our growth and operating plans and respond to other contingencies such as:
a) shortfalls in anticipated revenues or increases in expenses;
b) the development of new services; or
c) the expansions of our operations, including the recruitment of additional personnel.
We cannot be certain that we will be able to raise additional capital in the future on terms acceptable to us or at all. If alternative sources of financing are insufficient or unavailable, we may be required to modify our growth and operating plans in accordance with the extent of available financing. Any additional equity financing may involve substantial dilution to our existing stockholders.
Our principal officers and directors own 73.86% of our stock which, if voted in a block, will be a controlling interest and investors will have a limited voice in our management.
Messrs. Daniel Medina, Albert Mardikian and Madhava Rao Mankal, officers and directors of the Company, beneficially own approximately 73.86% of our outstanding common stock as of July 12, 2010. As a result, Messrs. Medina, Mardikian and Mankal have the ability to control substantially all matters submitted to our stockholders for approval, including:
a) election of our board of directors; b) removal of any of our directors; c) amendment of our certificate of incorporation or bylaws; and d) adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving the company.
As a result of their ownership and positions with little additional support, Messrs. Medina, Mardikian and Mankal are able to influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.
Conflicts of interest ---- The board of directors of the Company is subject to various conflicts of interest arising out of their relationship with the company. The officers and directors of the Company will devote such time, as they deem necessary to the business and affairs of the Company. Officers and directors of the Company are required by law to deal fairly and in good faith with the company and they intend to do so. However, in any company, there are certain inherent conflicts between the officers and directors and the investors, which cannot be fully mitigated. Because the officers and directors will engage in activities independent of the company, some of these activities may conflict with those of the company. Thus, the officers and directors may be placed in the position where their decisions could favor their own activities or other activities with which they are associated over those of the Company. Officers and directors of the company may engage in business separately from activities on behalf of the company or client entities for which the Company also provides services to.
Limitations on directors' and officers' liability. The Company's articles of incorporation provide, as permitted by governing Colorado law, that a director or officer of the Company shall not be personally liable to the company, or its shareholders, for monetary damages for breach of his or her fiduciary duty of care as a director or officer, with certain exceptions. In addition, the company has agreed to indemnify its officers and directors to the fullest extent permitted by Colorado law. Such provisions may discourage stockholders from bringing a lawsuit against directors for breaches of fiduciary duty and may also have the effect of reducing the likelihood of derivative litigation against directors and officers even though such action, if successful, might otherwise have benefited the company's stockholders. In addition, a stockholder's investment in the company may be adversely affected to the extent that the company, pursuant to such provisions, pays costs of settlement and damage awards against the company's officers or directors.
Additional risks
The Company is subject to many additional risks. The risks and uncertainties described above are not a comprehensive list. Additional risks and uncertainties not presently known or those that management does not currently deem material may also affect business operations.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Our Company received comments from the Commission staff regarding its periodic reports filed with the Commission. As of the date of filing this Form 10-K, we have successfully resolved all Commission staff comments.
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTIES
The Company does not own any properties as of the year ended April 30, 2010. We moved our operations from Costa Mesa, California to Corona, California during on February 3, 2010. Our management signed a three year lease for a 11,900 sq. ft. building in the city of Corona.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
As of April 30, 2010, neither the Company nor any member of management was a party to any legal proceedings.
ITEM 4.
ITEM 4. REMOVED AND RESERVED.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Medina International Holdings, Inc. is quoted on the Pink Sheets (Over-the-Counter) market and our trading symbol is MIHI. The Company began trading on the Over-the-Counter-Bulletin-Board (OTCBB) in May 2006. As a result of non-timely filings of Annual and Quarterly reports, our stock began trading on the Pink Sheets market in April of 2009. The Company has to timely file its reports for the next four consecutive quarters, in order to reinstate the Company onto the Bulletin Board. With the filing of this report, we have filed consecutively three reports on time.
As of the date of this report, the Company's common stock has been thinly traded. There may never be substantial activity in the market and if there is substantial activity, such activity may not be maintained, and no prediction can be made as to what prices may prevail for our Company's common stock. The range of high and low trade quotations for each fiscal quarter since the last report, as reported by the National Quotation Bureau Incorporated, was as follows:
- ------------------------- ------------- ------------- High Low - ------------------------- ------------- ------------- Year ended April 30, 2010
First Quarter $0.04 $0.01 Second Quarter $0.06 $0.01 Third Quarter $0.10 $0.04 Fourth Quarter $0.07 $0.04
Year ended April 30, 2009
First Quarter $0.09 $0.03 Second Quarter $0.07 $0.02 Third Quarter $0.05 $0.02 Fourth Quarter $0.05 $0.01 - ------------------------- ------------- -------------
Dividend Policy
The Company has not declared or paid any cash dividends on its common stock and does not anticipate paying dividends for the foreseeable future.
Recent Sales of Unregistered Securities
The Company issued 15,346,656 unregistered securities during the fiscal year ended April 30, 2010. The following presents the purpose for the issuance of unregistered securities:
The Company did not issue or sell any unregistered securities from May 1, 2008 to April 30, 2009.
Exemption from Registration Claimed
The sale, if any, by the Company of its unregistered securities was made by Registrant in reliance upon Section 4(2) of the Securities Act of 1933, as amended. The corporation, which purchased the unregistered securities, was known to the Company and its management, through pre-existing business relationships. The purchaser was provided access to all material information, which it requested, and all information necessary to verify such information and was afforded access to management of the Company in connection with the purchase. The purchaser of the unregistered securities acquired such securities for investment and not with a view toward distribution acknowledging such intent to the Company. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following table presents selected historical financial data derived from the audited Consolidated Financial Statements for three years. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the audited Consolidated Financial Statements and the Notes thereto.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY AND FORWARD LOOKING STATEMENTS
In addition to statements of historical fact, this Form 10-K contains forward-looking statements. The presentation of future aspects of Medina International Holdings, Inc. ("Medina International Holdings, Inc.,""Company" or "issuer") found in these statements is subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date hereof. Without limiting the generality of the foregoing, words such as "may," "will," "expect," "believe," "anticipate," "intend," or "could" or the negative variations thereof or comparable terminology are intended to identify forward-looking statements.
These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company's actual results to be materially different from any future results expressed or implied by Medina International Holdings, Inc. in those statements. Important facts that could prevent Medina International Holdings, Inc. from achieving any stated goals include, but are not limited to, the following:
Some of these risks might include, but are not limited to, the following:
(a) Volatility or decline of the Company's stock price;
(b) Potential fluctuation in quarterly results;
(c) Failure of the Company to earn revenues and/or profits;
(d) Inadequate capital to continue or expand its business;
(e) Inability to raise additional capital or financing to implement its business plans;
(f) Failure to achieve a business;
(g) Rapid and significant changes in markets;
(h) Litigation or legal claims and allegations by outside parties; and
(i) Insufficient revenues to cover operating costs.
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 Quarterly Reports on Form 10-Q and Annual Report on this Form 10-K filed by the Company and any Current Reports on Form 8-K filed by the Company.
Overview
We are in the business of delivering products and services to aid organizations and personnel who risk their lives to save others. We design, manufacture, test, deliver, and support fire rescue, rescue, and patrol watercrafts (commercial) to increase the effectiveness and efficiency of the mission of our users. Our products are sold to fire, search & rescue, emergency, police, defense, and military departments in the United States and abroad. Fire departments are our largest customers and we rely heavily on government funded departments to achieve sales and continue our operations.
In addition, we also manufacture two recreational watercraft models.
The Company owns the rights to the following websites:
www.medinaih.com www.medinainternationalholdings.com www.medinamarine.com www.harborguardboats.com
Key Challenges
We face numerous challenges to sustain operations. We have identified some of the challenges we continue to face:
a) Continuing to expand our customer base both domestically and internationally;
b) Continuing to meet or exceed customer's price expectations;
c) Continuing to build brand name both domestically and internationally;
d) Continuing to provide quality customer support;
e) Competing with established competitors;
f) Continuing the development of new products; and
g) Reducing internal control weaknesses over financial reporting and disclosure.
The main uncertainty about our operations is whether we will continue to receive orders for our commercial products. Our potential customers rely on federal grants or other government budgets to receive funds to purchase equipment. Depending on the size of aid received, they purchase equipment(s) for their departments. The size of the aid received by these departments creates a demand for our product, in terms of price and features. The timing of the funds cannot be predicted for our prospective international customers. The size of the aid cannot be predicted; hence we will be unable to forecast our outlook for the coming fiscal year.
In July of 2008, we acquired Harbor Guard Boats, Inc. as our wholly owned subsidiary. Our management has recognized that our business was changing, and in response, we are attempting to rebalance our workforce and manufacturing capacity. We may incur costs as a result of our efforts to meet these restructuring needs.
In addition, Our Company's accounting and financial systems need to be substantially improved in order to accommodate our current and projected production levels. We may incur costs as a result of our efforts to improve the accounting and financial systems.
Strategy
Our business strategy is to deliver products and services to aid organizations and personnel who risk their lives to save others. Our intent is to not only manufacture high quality watercrafts, but also to seek and/or develop innovative products to assist emergency and defense personnel and departments to become more efficient and effective in their mission. In addition, our strategy includes the following:
a) Capitalize on the demand for commercial and recreational watercrafts;
b) Build long-term relationships with business partners and stakeholders while providing profitability for our investors;
c) Develop and expand strategic partnerships;
d) Identify new products and markets to meet changing customer requirements;
e) Retain and provide opportunities for growth for our employees;
Results of Operations
The following discussion and analysis is based on our consolidated statements of operations, which reflect our results of operations for the years ended April 30, 2010 and 2009, as prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP").
The following tables present our results of operations for the two years ended April 30, 2010 and 2009, as well as the percentage changes from year to year.
2010 Compared to 2009
Net Sales
Harbor Guard Boats has sold 23 units since its inception, however only 11 units sold by Harbor Guard Boats were reflected in our consolidated statement of operations.
Our sole source of revenue from our inception is attributable to commercial watercrafts. Our company sold two watercrafts and earned revenues of $541,675 for the year ended April 30, 2010 as compared to nine water crafts and earned $1,034,379 for the year ended April 30, 2009. Since most of our sales consist of commercial watercrafts, we do not anticipate offering discounts or other sales incentives.
The following table presents our watercraft sales for the years ended April 30, 2010 and 2009.
For the year ended April 30, - ------------------- ----------------------------- 2010 2009
Units Sold 2 9 Revenue $ 537,515 $ 1,003,426 - ------------------- ------------- ------------
The decrease in sales for the year ended April 30, 2010 of $465,911, or (46)%, was primarily due to lack of sales. We sold two watercrafts during the year ended April 30, 2010 compared to nine watercrafts during the year ended April 30, 2009.
Cost of sales
Costs of sales are costs to produce our product and generally consists of direct materials, direct labor and production overhead.
- --------------------------------------------- ---------------------------------- For the year ended April 30, - --------------------------------------------- ---------------------------------- 2010 2009 Cost of sales $ 640,512 $ 1,110,916 Gross profit $ (98,837) $ (76,537) Gross profit as a percentage of net sales (15.4)% (6.9)% - --------------------------------------------- ------------------ ---------------
Cost of sales. The decrease in cost of goods sold for the year ended April 30, 2010 of $470,404, or 42%, was primarily due to lack of sales. Our cost of goods sold comprise of direct material, direct labor, and production overhead which includes depreciation. Gross loss is mainly due to the under recovery of depreciation during the year. The increase in depreciation and amortization expenses of $83,665, or 143%, was primarily due to the increase in molds and machinery and equipment acquired, totaling $698,178, from the acquisition of Harbor Guard Boats, Inc. We include royalty payments, for the use of the patents, as part of the production overhead. Our warranty expense was $3890 for year ended April 30, 2010 as compared to $65,558 for the year ended April 30, 2009.
The increase in general and administrative expenses for the year ended April 30, 2010 of $26,525, or 5%, was mainly due to the salary accrual of our officers.
Selling and marketing expenses
Selling expenses include: a) Commission paid for sales of our product; b) Travelling expenses related to sales; c) Freight expenses on selling boats; and d) Marketing expenditures.
The decrease in selling and marketing expenses of $119,430, or 70%, during the year ended April 30, 2010 compared to the year ended April 30, 2009, was primarily due to commission on sales. Due to the lower unit sales of our products during the year ended April 30, 2010, we incurred $25,713 in commission expenses as compared to $102,624 during the year ended April 30, 2009.
Research and Development Expenses
- ---------------------------------------- ------------------------------- For the year ended April 30, - ---------------------------------------- ------------------------------- 2010 2009 ---- ---- Research and development expenses $ - $ 148,836 As a percentage of net sales 0% 14% - ---------------------------------------- ---------------- --------------
Our other expenses increased $14,424 or 23.45%, during the year ended April 30, 2010, primarily due to the increase of short-term debt, such as line of credit and credit cards, of Harbor Guard Boats, Inc. The interest accrued on shareholders' loan during the year ended April 30, 2010 was $35,143 compared to $42,225 during the year ended April 30, 2009. We also incurred interest on related party liabilities of $5,644 during the year ended April 30, 2009 compared to $4,000 during the year ended April 30, 2009.
Based on the explanations described above, our net loss of $1,768,434 for the year ended April 30, 2009 decreased by $1,023,364, or 58%, to $745,070 for the year ended April 30, 2010.
Liquidity and Capital Resources
As of April 30, 2010, the Company had $107,223 cash on hand, an inventory of $164,652 and net fixed assets of $703,848. The Company's total current liabilities were $2,731,046 as of April 30, 2010, which were represented mainly by accounts payable of $640,055, accrued liabilities of $186,075, deposits from customers of $308,000, short-term debt of $214,757, notes payable of $104,000 and short-term borrowings from shareholders totaling $407,217. In addition, note payable for the acquisition of Harbor Guard Boats, Inc. in the amount of $870,941 is included in the current liabilities. At April 30, 2009, the Company's current liabilities exceeded current assets by $2,396,423.
As of April 30, 2009, the Company had $36,576 cash on hand, an inventory of $410,481 and net fixed assets of $874,095. The Company's total current liabilities were $3,593,014 as of April 30, 2009, which were represented mainly by accounts payable of $518,898, accrued liabilities of $377,555, deposits from customers of $242,905, short-term debt of $265,352, notes payable of $64,000 and short-term borrowings from shareholders totaling $311,712. In addition, stock subscription payable of $902,738 and note payable for the acquisition of Harbor Guard Boats, Inc. in the amount of $909,854 are included in the current liabilities. At April 30, 2009, the Company's current liabilities exceeded current assets by $3,142,791.
The Company provided $177,211 in operating activities for the year ended April 30, 2010 compared to usage of $242,088 for year ended April 30, 2009.
The Company did not provide any cash from investing activities during the year ended April 30, 2010. For the year ended April 30, 2009, the Company had used cash $3,586 for manufacturing of the molds for the fire and rescue watercrafts.
During the year ended April 30, 2010, the Company used $106,564 from financing activities, which included payments of $191,199 made on notes payables and payments towards credit cards and bank loan, while receiving $81,635 of proceeds from new notes payables. During the year ended April 30, 2009, the Company obtained $282,250 from financing activities, which included the $172,850 increase in the lines of credits and credit cards held by the Company.
The Company has an accumulated deficit, as of April 30, 2010, of $5,443,354 compared to the year ended April 30, 2009 of $4,698,284.
Going Concern
The Company's auditors have issued a "going concern" qualification as part of their opinion in the Audit Report. There is substantial doubt about the ability of the Company to continue as a "going concern." The Company has limited capital, debt in excess of $2,395,422, minimal other assets, and no capital commitments.
Contractual Obligations and Other Commercial Commitments
The Company does not have capital sufficient 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, however, that without funds we will ultimately be able to carry out its business. No commitments to provide additional funds have been made by the Company's management or other stockholders. 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.
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 April 30, 2010, we do not have any obligation under certain guarantees or contracts as defined above.
As of April 30, 2010, we do not have any retained or contingent interest in assets as defined above.
As of April 30, 2010, we do not hold derivative financial instruments, as defined by FASB statement No. 133,
Accounting for Derivative Instrument and Hedging Activities, as amended.
As of April 30, 2010, we do 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 April 30, 2010, 2009 and 2008, we were not involved in any unconsolidated SPE transactions.
Dividends
The Company has not declared or paid any cash dividends on its common stock and does not anticipate paying dividends for the foreseeable future.
Critical Accounting Policies and Estimates
In June 2009, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASC") 105, "Generally Accepted Accounting Principals" (formerly Statement of Financial Accounting Standards ("SFAS") No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single source of authoritative nongovernmental U.S. GAAP. The standard is effective for interim and annual periods ending after September 15, 2009. We adopted the provisions of the standard on September 30, 2009, which did not have a material impact on our financial statements. There were various other accounting standards and interpretations issued in 2009, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 and if the prices of fiberglass and/or aluminum increase significantly, it will further decrease 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.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS
See Financial Statements start on page.
ITEM 9
ITEM 9 CHANGES IN ACCOUNTANTS AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A
ITEM 9A CONTROLS AND PROCEDURES
EVALUATION OF INTERNAL AND DISCLOSURE CONTROLS
Management's Annual Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
(I) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(II) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial; and
(III)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or;
As required by SEC Rule 15d-15(b), Mr. Daniel Medina, our President and Mr. Madhava Rao Mankal our Chief Financial 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
The Company, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of April 30, 2010. Based on that evaluation, the Chief Executive Officer/Acting Chief Financial Officer concluded that, because of the material weakness in internal control over financial reporting described below, the Company's disclosure controls and procedures were not effective as of April 30, 2010.
ITEM 9(A)T. INTERNAL CONTROLS AND PROCEDURES
Management's Quarterly Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations, including the possibility of human error and circumvention by collusion or overriding of controls. Accordingly, even an effective internal control system may not prevent or detect material misstatements on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the year ended April 30, 2010. 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.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Attestation Report of the Registered Public Accounting Firm.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report.
Changes in Internal Control over Financial Reporting.
We have made no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND COMPLIANCE WITH SECTION 16(A)
All directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of the Company are appointed by the board of directors and hold office until their death, resignation or removal from office. The Company's directors and executive officers, their ages, and positions held are as follows:
- ------------------------------ ------ ------------------------------------ Name Age Position - ------------------------------ ------ ------------------------------------
Daniel Medina 56 President & Director Madhava Rao Mankal 59 Chief Financial Officer & Director Mike Swanson 54 Director Mike Gallo 52 Director Albert Mardikian 64 CEO, Harbor Guard Boats, Inc. - ------------------------------ ------ ------------------------------------
Our success mainly depends on the performance of Mr. Medina, Mr. Mankal and Mr. Albert Mardikian. We do not have "key person" life insurance policies on any of our employees nor do we have employment agreements for fixed terms with any of our employees. Our employees, including any member of our management team, may terminate his or her employment with us at any time. Given our early stage of development, we depend on our ability to retain and motivate high quality personnel, especially our officers. Our future success also depends on our continuing ability to identify, hire, train and retain highly qualified technical, sales, marketing and customer service personnel. Moreover, the boat industry has a high level of employee mobility and aggressive recruiting of skilled personnel. We may be unable to continue to employ our key personnel or to attract and retain qualified personnel in the future.
Biographies of Officers and Directors
DANIEL MEDINA, President and Director
Mr. Medina worked as a Sales Representative and Production Manager with Rosemary's Draperies from 1973-1985. Daniel Medina owned Lavey Craft Boat Co. from 1985-1992. Mr. Medina was also a partner in California Cool Custom Boats from 1992- June 1997. He worked as the designer and manufacturer of all of their boats. Mr. Medina served as Director of Sales and Marketing and Production Manager for Sonic Jet Performance, Inc. from October 1999 to October 2001 and successfully increased the company revenue by 50%. He has extensive experience in every phase of sales, marketing and manufacturing. Mr. Medina also serves as an officer and director of Genesis Companies Group, Inc.
MADHAVA RAO MANKAL, Chief Financial Officer and Director
Mr. Mankal has more than 30 years of experience as an executive. He served as President and the Chief Financial Officer of Force Protection, Inc. (formerly Sonic Jet Performance, Inc.) from May 1999 to December 2003. He served as a director of Force Protection, Inc. until September 30, 2004. Mr. Mankal currently serves as one of the independent directors of Cavico Corp and a member of their audit committee. He has over 25 years of senior financial management experience, including the positions of controller, chief financial officer and financial advisor. Mr. Mankal has his Chartered Accountant and Cost Accountant certifications from India. He has received a Certified Management Accountant in the United States. He is a fellow of the Institute of Chartered Accountants of India, fellow of the Institute of Cost and Works Accountants of India and a member of the Institute of Management Accountants in the United States. He holds a Bachelors Degree in Commerce from Bangalore University.
MICHAEL SWANSON, Director
Michael Swanson has worked for the City of Orange Fire Department since 1983 and his present position is as Fire Captain. Prior to that, he worked for the Federal Fire Department for the last four years. He is an active member of the Orange Fire Department Medical Core Committee, the Safety Committee and Physical Fitness Committee. He is also a member of the International Association of Fire Fighters Local 2386, and is a member of the California Professional Firefighters. In 1990, Mr. Swanson was a recipient of the Valor Award from the Orange Rotary Club, for his actions in saving the life of a child. Mr. Swanson is a Certified Instructor at the Saddleback College Paramedic School, where he has served as a Spinal Immobilization Instructor, Advanced Airway Instructor, Emergency Technician Instructor, State Paramedic, State Fire Officer (on going), Haz Mat, Trench, Swift Water, Confined Space First Responder (on going).
MIKE GALLO, Director
Mr. Gallo began his professional career as an Officer in the United States Air Force, managing Military Airlift Command facility design and operations at Norton Air Force Base in San Bernardino, California. In 1989, Mr. Gallo served as the Director of Program Control for the TRW Launch Services Organization. In 1993 Mr. Gallo co-founded Kelly Space & Technology, Inc. (KST), a commercial Reusable Launch Vehicle (RLV), aerospace, energy and homeland security technology development company where he serves as President and Chief Executive Officer. Mr. Gallo also serves as a Director for Global Energy Systems, LLC, KST subsidiary, formed to implement its energy-related lines of business. Mr. Gallo provides leadership to the commercial, civil and military space community as a founding member, the past Chairman and current Chief Financial Officer (CFO) of the California Space Authority (CSA), an organization that serves as the space policy advisor to the State of California and represents California's diverse space enterprise community. Mr. Gallo also serves as the Arrowhead Section Chairman of the American Institute of Aeronautics and Astronautics (AIAA). Mr. Gallo is the past Chairman and current Vice Chairman of the Community Action Partnership of San Bernardino County (CAPSBC) providing key services and support to our low income community. He is also the Past Chairman of the Board for the San Bernardino Area Chamber of Commerce, founding member and School Board Chairman of the Norton Space and Aeronautics Academy (NSAA), a newly formed K-12 San Bernardino County Charter School and is an Executive Board Member of the California Workforce Association (CWA). As the past Chairman and current Vice Chairman of the San Bernardino County Workforce Investment Board (WIB), Mr. Gallo is focused on the implementation of key strategic workforce, economic development and education objectives to enable our region to compete for targeted high-growth industry clusters with an exceptionally qualified workforce.
ALBERT MARDIKIAN, Chief Executive Officer - Harbor Guard Boats
Mr. Albert Mardikian is currently CEO of Harbor Guard Boats, Inc. He is also in charge of research and new product development. He holds 24 various design and utility patents on watercraft, cars and boats. He has been responsible for designs meeting stringent DOT, Coast Guard and EPA safety standards. He has been primarily responsible for many popular designs, including: Convertible tops for the Mercedes Benz 500 line; design and coach building of convertible tops for BMW 3, 6, and M series; design and fabrication of a Ferrari 12 cylinder limousine; design and coach building of Porsche convertible tops, and many others. He also holds several patents on hull designs for recreational and search and rescue watercraft. His Rescue Fire Jet watercraft was the only boat dispatched in Hurricane Floyd in New Jersey. The mission included extinguishing fires in over 85 buildings and rescuing people stranded by the flooding.
Mr. Mardikian is a member of SAE Engineering Group, a member of the International Boating and Safety Group and a member of the National Marine Manufacturers Association. He is Graduate from North Rope University on Aircraft Maintenance and Design Engineering.
Employment Agreements
The Company's executive officers are currently conducting negotiations with the Company regarding terms of employment contracts. The Company has entered into employment agreements with each of the key executive officers. The current compensation for the Company's executive officers is as follows:
- Mr. Daniel Medina, President and Director, MIHI $166,000, plus an expense allowance;
- Mr. Madhava Rao Mankal, CFO and Director, MIHI $166,000, plus an expense allowance;
- Mr. Albert Mardikian, CEO, Harbor Guard Boats, Inc. $120,000, plus an expense allowance,
However, due to the lack of revenues and availability of cash, executive officers have received some of their compensation in the form of Common Stock of the Company, and/or have accrued their compensation to be paid when cash is available.
BOARD OF DIRECTORS
Our Board of Directors consists of four (4) individuals, two of whom are officers of the Company. Directors are elected to the Board of Directors for a one (1) year term and are elected on an annual basis. Executive officers are appointed by the board of directors on an annual basis and serve until their successors have been duly elected and qualified. There are no family relationships among any of our directors, officers or key employees.
The Company's Board of Directors is currently working on establishing the following committees for the following purposes:
1) Audit Committee - Oversees the work of the Company's accounting and internal audit processes. The committee is directly responsible for the appointment, compensation, retention, and oversight of the Company's independent auditors.
2) Compensation Committee - The Compensation Committee stays informed as to market levels of compensation and, based on evaluations, recommends compensation levels and systems to the Board. The Compensation Committee recommends to the Board the compensation of the Chief Executive Officer and determines the compensation of the other executive officers.
3) Nominating and Corporate Governance Committee - The Governance and Nominating Committee is responsible for recommending to the Board individuals to be nominated as directors. The committee evaluates new candidates and current directors.
Resolution of Conflicts of Interest
Currently, the Company does not have a procedure, in place which would allow our officers or directors to resolve potential conflicts in an arms-length fashion. Accordingly, our officers and directors will be required to use their discretion to resolve them in a manner which they consider appropriate.
Further, we do not have a procedure in place with regard to any intellectual property that an officer or director might develop in another business. The policy and the exception is that, if it is related to the business of our company, it belongs to the Company. Although our officers and directors have indicated that they are not involved in any intellectual property development (IP) outside of our company, our position would be that, if it is not related to our company's business, we would not assert any ownership claim to such IP.
We are not aware of any apparent conflict with any other business or venture in which any employee, officer or director may be involved. All of our officers and directors have indicated that they do not have any business interests in any business, suppliers, subcontractor, or sales entity that directly or indirectly competes with our company.
Audit Committee Financial Expert
We currently do not have an audit committee. Our board of directors is currently seeking qualified financial expert and/or members to establish an independent Audit Committee.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation paid by the Company to the President, Chief Financial Officer, and the Company's most highly compensated executive officers for the fiscal years ended April 30, 2010, 2009, and 2008 the "Named Executive Officers"):
The salaries for Messrs. Mankal, Medina, and Mardikian have been accrued from July of 2008. The accrued salaries for each executive are recorded at $10,000 per month, for a total of $300,000, for the periods ended April 30, 2009 and $292,500 for the period ended April 30, 2010.
On May 20, 2005, the Board of Directors approved the issuance of 10 shares of a Series A Preferred Convertible Stock to Messrs. Medina and Mankal, each. The Series A Preferred Convertible Stock certificates have been issued to Messrs. Medina and Mankal on March 23, 2010.
Stock Option and Award Plan
We have adopted the 2006 Medina International Holdings, Inc. Stock Option and Compensation Award Plan (the "Plan"), which was approved by the board of directors on August 28, 2006 to obtain and retain the services of the types of employees, consultants and directors who will contribute to the Company's long range success and to provide incentives which are linked directly to increases in share value which will incur to the benefit of all stockholders of the Company.
Under the Plan, 2,000,000 shares of common stock shall be reserved and available for issuance. Stock reserved there under may consist, in whole or in part, of authorized and unissued shares of treasury shares. The plan shall be administered by either (i) the Board, or (ii) a committee appointed by the Board.
No options were issued or exercised during the fiscal years ended April 30, 2010 and 2009.
Long Term Incentive Plans - Awards in Last Fiscal Year
None.
DIRECTOR COMPENSATION
The following table sets forth certain information concerning compensation paid to our directors for services as directors, but not including compensation for services as officers reported in the "Summary Executives Compensation Table" during the year ended April 30, 2010:
No Fees were paid nor were any stock awards provided as Director's compensation for the year ended April 30, 2010.
The Company has issue 50,000 shares to Mr. Mike Gallo and 50,000 shares to Mike Swanson toward services as Directors of the Company for the year ended April 30, 2010 and 2009.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
Section 16(a) of the Exchange Act, requires our officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership of our company equity securities with the SEC and NASDAQ. Officers, directors and greater-than 10% shareholders are required by the SEC regulation to furnish the Company with copies of all Section 16(a) that they file.
The following table sets forth certain information regarding the beneficial ownership of outstanding shares of our common stock as of April 30, 2010 on a fully diluted basis, by (a) each person known by us to own beneficially 5% or more of our outstanding shares of common stock, (b) our directors, Chief Executive Officer, Chief Financial Officer and executive officers named in "MANAGEMENT--Director and Executive Compensation," and (c) all our directors and executive officers as a group.
The percentages are based upon 51,006,747 shares of common stock issued and outstanding as of April 30, 2010.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has adopted a policy under which any consulting or finder's fee that may be paid to a third party or affiliate for consulting services to assist management in evaluating a prospective business opportunity would be paid in stock and/or in cash. Any such issuance of stock would be made on an ad hoc basis. Accordingly, the Company is unable to predict whether or in what amount such a stock issuance might be made.
Although there is no current plan in existence, it is possible that the Company will adopt a plan to pay or accrue compensation to its officers and directors for services related to seeking business opportunities and completing a merger or acquisition transaction. Although management has no current plans to cause the Company to do so, it is possible that the Company may enter into an agreement with an acquisition candidate requiring the sale of all or a portion of the Common Stock held by the Company's current stockholders to the acquisition candidate or principals thereof, or to other individuals or business entities, or requiring some other form of payment to the Company's current stockholders, or requiring the future employment of specified officers and payment of salaries to them. It is more likely than not that any sale of securities by the Company's current stockholders to an acquisition candidate would be at a price substantially higher than that originally paid by such stockholders. Any payment to current stockholders in the context of an acquisition involving the Company would be determined entirely by the largely unforeseeable terms of a future agreement with an unidentified business entity.
Transactions with Management and Others
Year Ended April 30, 2010
As of April 30, 2010, the Company owed $870,941 to MGS Grand Sports, Inc. controlled by Mr. Albert Mardikian incurred as part of the purchase transaction of Modena Sports Design, LLC.
During the year ended April 30, 2010, the Company issued 11,000,000 shares of its common stock to MGS Grand Sports, Inc. and Mardikian Designs controlled by Mr. Albert Mardikian in accordance with the acquisition of Modena Sports Design, LLC (now Harbor Guard Boats).
The Company leased building space from MGS Grand Sports, on a verbal, month to month basis for approximately $6,500 per month. MGS Grand Sports is an entity controlled by Mr. Albert Mardikian, CEO of Harbor Guard Boats. Accrued rent to the related party as of April 30, 2010 was $75,500. The Company stopped accruing rental expenses under this agreement after the Company moved its operations to its new location in Corona, California in February of 2010.
During the year ended April 30, 2010, the Company issued 1,455,000 shares of its common stock to Mr. Daniel Medina, President of the Company, in exchange for $145,500 of salary payable to Mr. Medina. The agreement contains a buyback provision of $0.10/share or $145,500, redeemable at any time when the Company has surplus cash.
During the year ended April 30, 2010, the Company issued 1,380,000 shares of its common stock to Mr. Madhava Rao Mankal, Chief Financial Officer of the Company, in exchange for $138,000 of salary payable to Mr. Madhava Rao. The agreement contains a buyback provision of $0.10/share or $138,000, redeemable at any time when the Company has surplus cash.
During the year ended April 30, 2010, the Company issued 1,300,000 shares of its common stock to Mr. Albert Mardikian, Chief Executive Officer of Harbor Guard Boats, wholly owned subsidiary of the Company, in exchange for $130,000 of salary payable to Mr. Albert Mardikian. The agreement contains a buyback provision of $0.10/share or $130,000, redeemable at any time when the Company has surplus cash.
During the year ended April 30, 2010, the Company issued 10,000 shares of its common stock in exchange for royalty payments, at the rate of $0.03/ share or $300, to Mr. Albert Mardikian, Chief Executive Officer of Harbor Guard Boats, wholly owned subsidiary of the Company.
At April 30, 2010, 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 an 8% interest repayable. Interest accrued to date $7,000.
We have issued 50,000 shares to Mr. Mike Gallo and 50,000 shares to Mike Swanson toward services as Directors of the Company for the year ended April 30, 2009 and 2010.
Year Ended April 30, 2009
No shares were issued during the year ended April 30, 2009. However we have committed to issue 11,000,000 common shares to MGS Grand Sports, Inc. and Mardikian Designs in lieu of the acquisition of the assets and molds of Harbor Guard Boats, Inc. (Formerly Modena Sports Design, LLC).
We have committed to issue 25,000 shares to Mr. Mike Gallo and 25,000 shares to Mike Swanson toward services as Directors of the Company for the year ended April 30, 2009.
As of the year ended April 30, 2009, Mr. Medina, President and a Director of the Company had advanced the Company a total of $107,399 in funds to support our continuing operations. These advances are due on demand and accrue interest at 8.5%.
As of the year ended April 30, 2009, Mr. Mankal, the Chief Financial Officer and a Director of the Company, had advanced the Company a total of $204,312 in funds to support our continuing operations. These advances are due on demand and accrue interest at 8.5%.
During the year ended April 30, 2009, Mr. Albert Mardikian, CEO of Harbor Guard Boats, Inc. provided personal guarantee on all of credit cards and line of credits of Harbor Guard Boats, Inc.
During the year ended April 30, 2009, Mr. Madhava Rao Mankal, CFO of Medina International Holdings, Inc., and Mr. Daniel Medina, President of Medina International Holdings, Inc., provided personal guarantee on all of credit cards and line of credits of Medina International Holdings, Inc., Medina Marine, Inc., and Harbor Guard Boats, Inc.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
General
Ronald R. Chadwick, P.C. is the Company's principal auditing/ accountant firm. The Company's Board of directors has considered whether the provisions of audit services are compatible with maintaining Ronald R. Chadwick, P.C.'s independence.
Audit Fees.
Ronald R. Chadwick, P.C. billed $4,500 for review services and $10,657 audit fee in the fiscal year ended April 30, 2010. Audit and Review fees for the year ended April 30, 2009 was $26,890.
There were no other fees in 2010 or 2009 paid to Auditors or Auditors affiliates.
The Company's Board acts as the audit committee and had no "pre-approval policies and procedures" in effect for the auditors engagement for the audit years 2010, 2009 and 2008.
PART IV
ITEM 15.
ITEM 15. EXHIBITS
The following is a complete list of exhibits filed as part of this Form 10KSB. Exhibit number corresponds to the numbers in the Exhibit table of Item 601 of Regulation S-K.
Exhibit Description of Document
31.1 Certification by Chief Executive Officer. * 31.2 Certification by Chief Financial Officer. * 32.1 Section 906 Certification by Chief Executive Officer* 32.2 Section 906 Certification by Chief Financial Officer*
- --------------- * Filed herewith.
(1) Filed herewith.
RONALD R. CHADWICK, P.C. Certified Public Accountant 2851 South Parker Road, Suite 720 Aurora, Colorado 80014 Telephone (303)306-1967 Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors Medina International Holdings, Inc. Corona, California
I have audited the accompanying consolidated balance sheets of Medina International Holdings, Inc. as of April 30, 2010 and 2009, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Medina International Holdings, Inc. as of April 30, 2010 and 2009, and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements the Company has suffered recurring losses from operations and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Aurora, Colorado /s/Ronald R. Chadwick, P.C. - ------------------------- July 15, 2010 RONALD R.CHADWICK, P.C.
Medina International Holdings, Inc. and Subsidiaries Consolidated Statements of Operations (Audited)
--------------------------------- For the year ended April 30, 2010 2009 ---------------------------------
----------------- -------------- Sales, net $541,675 $1,034,379 Cost of Goods Sold 640,512 1,110,916 ----------------- -------------- Gross Profit (98,837) (76,537) ----------------- --------------
General and administrative expenses 519,840 489,653 Selling and marketing expenses 50,459 169,889 Research and development expenses - 148,836 Loss on Goodwill - 822,009 Impairment loss on investment - ----------------- -------------- Loss from operations (669,136) (1,706,924) ----------------- --------------
Other income 2,800 Interest expense (78,734) 61,510 ----------------- -------------- Net other income (75,934) (61,510) ----------------- --------------
Loss before income tax (expense) benefit (745,070) (1,768,434) Income tax (expense) benefit - -
----------------- -------------- Net Loss from Operations $ (745,070) $ (1,768,434) ================= ==============
Net loss per share: Basic $ (0.02) $ (0.05) ================= ============== Diluted $ (0.02) $ (0.05) ================= ==============
Weighted average number of shares outstanding: Basic 46,666,218 35,560,091 ================= ============== Diluted 46,666,218 35,560,091 ================= ==============
The accompanying notes are an integral part of the financial statements
Medina International Holdings, Inc. and Subsidiaries Consolidated Statements of Shareholders' Equity
(continued)
Accumulated Deficit Totals --------------- ----------------- Balance - April 30, 2008 $ (2,929,850) $ (500,262) Net loss (1,768,434) (1,768,434) --------------- ----------------- Balance - April 30, 2009 $ (4,698,284) $ (2,268,696) - Stock issued for subscription payable 240,000 Stock issued to Directors 3,162 Stock issued for subscription payable 662,738 Stock issued for accrued liabilities 413,500 Shares issued for rent 7,040 Stock subscription receivable (3,000) - Net loss (742,070) (742,070) ---------------------------------- Balance - April 30, 2010 $ (5,443,354) $ (1,684,326) ==================================
The accompanying notes are an integral part of the financial statements
The accompanying notes are an integral part of the financial statements
FINANCIAL STATEMENTS
Medina International Holdings, Inc. and Subsidiaries Notes to the Consolidated Financial Statements April 30, 2010 and 2009
NOTE 1. GENERAL
Medina International Holdings, Inc. ("Company," "Medina," "we," "us," "our") was incorporated in 1998 as Colorado Community Broadcasting, Inc. and the Company changed the name of the business in 2005 to Medina International Holdings, 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, 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 signed an agreement to acquire 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, 2009 and changed its name to Harbor Guard Boats, Inc. The activity of Harbor Guard Boats, Inc. from its inception up to the acquisition date of June 18, 2009 will not be reflected on the consolidated financial statements of Medina International Holdings, Inc.
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 April 30, 2010, the Company's current liabilities exceeded its current assets by $2,396,423. Also, the Company's operations generated $541,675 in revenue during the current period ended and the Company's accumulated deficit was $5,443,354.
Management devoted considerable effort during the period ended April 30, 2010 towards management of liabilities and improving our operations. Management has taken various steps to revise its operating and financial requirements, and it 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, Medina Marine, Inc. and Harbor Guard Boats, 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; 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. 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 its accounts receivables accounts periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At April 30, 2010 and 2009 the Company had no balance in its allowance for doubtful accounts.
Advertising costs
Advertising costs are expensed as incurred. The Company recorded advertising costs in 2009 and 2010 of $32,676 and $3,339, respectively.
Inventory
We carry our inventories at the lower of their 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. Equipment consisting of molds is estimated at the date of acquisition of Modena Sports Design, llc. 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.
- ----------------------------------- ------------- Property and Equipment No. of Years - ----------------------------------- ------------- Molds 7 Manufacturing Tools 5 Computers 3 Furniture 3 Manufacturing tool HGB -Used 3 Office Equipments 3 Office Phone 3 - ----------------------------------- -------------
Long Lived Assets
Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), now codified in ASC 350,which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations for a Disposal of a Segment of a Business." 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.
Income Taxes
Deferred income tax assets and liabilities are computed annually for differences between the financial statements and tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted laws and rates applicable to the periods in which the differences are expected to affect taxable income (loss). Valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
At April 30, 2009 and 2010 the Company had net operating loss carry forwards of approximately $4,698,284 and $5,443,354 which begin to expire in 2029. The deferred tax asset of approximately $939,383 and $1,088,308 in 2009 and 2010 respectively, created by the net operating losses have been offset by a 100% valuation allowance. The change in the valuation allowance in 2009 and 2010 was $353,582 and $148,926.
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 under ASC 718, 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
FASB ASC 825 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 Translations 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. Management does not currently hedge foreign currency exposure.
Basic and Diluted Net Loss per Share
Net loss per share is calculated in accordance with FASB ASC 105. 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 recreational and commercial 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
In June 2009, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASC") 105, "Generally Accepted Accounting Principals" (formerly Statement of Financial Accounting Standards ("SFAS") No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single source of authoritative nongovernmental U.S. GAAP. The standard is effective for interim and annual periods ending after September 15, 2009. We adopted the provisions of the standard on September 30, 2009, which did not have a material impact on our financial statements. There were various other accounting standards and interpretations issued in 2009, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.
NOTE 3. Related Party Transactions
As of April 30, 2010 the Company owed $870,941 to a related party shareholder incurred as part of the purchase transaction of Modena Sports Design, LLC.
During the year ended April 30, 2010, the Company issued 11,000,000 shares of its common stock to a related party, in accordance with fulfillment of a stock subscription payable incurred for the acquisition of Modena Sports Design, LLC (now Harbor Guard Boats).
The Company leased building space from MGS Grand Sports, on a verbal, month to month basis for approximately $6,500 per month. MGS Grand Sports is an entity controlled by Mr. Albert Mardikian, CEO of Harbor Guard Boats. Accrued rent to the related party as of April 30, 2010 was $75,500. The Company stopped accruing rental expenses under this agreement after the Company moved its operations to its new location in Corona, California in February of 2010.
At April 30, 2009, 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 an 8% interest repayable. Interest accrued to date $7,000.
During the year ended April 30, 2010, the Company issued 1,455,000 shares of its common stock to Mr. Daniel Medina, President of the Company, in exchange for $145,500 of salary payable to Mr. Medina. The agreement contains a buyback provision of $0.10/share or $145,500, redeemable at any time when the Company has surplus cash.
During the year ended April 30, 2010, the Company issued 1,380,000 shares of its common stock to Mr. Madhava Rao Mankal, Chief Financial Officer of the Company, in exchange for $138,000 of salary payable to Mr. Madhava Rao. The agreement contains a buyback provision of $0.10/share or $138,000, redeemable at any time when the Company has surplus cash.
During the year ended April 30, 2010, the Company issued 1,300,000 shares of its common stock to Mr. Albert Mardikian, Chief Executive Officer of Harbor Guard Boats, wholly owned subsidiary of the Company, in exchange for $130,000 of salary payable to Mr. Albert Mardikian. The agreement contains a buyback provision of $0.10/share or $130,000, redeemable at any time when the Company has surplus cash.
During the year ended April 30, 2010, the Company issued 10,000 shares of its common stock in exchange for royalty payments, at the rate of $0.03/ share or $300, to Mr. Albert Mardikian, Chief Executive Officer of Harbor Guard Boats, wholly owned subsidiary of the Company.
NOTE 4. Receivables
As of April 30, 2010 and 2009, receivables consisted of the following:
- --------------------------- -------------------------------- Receivables For the years ended April 30, - --------------------------- -------------------------------- 2010 2009 ---- ----
Commercial Boats $ 62,283 $ - Other - 3,166
Total Receivables $62,283 $3,166 - ------- ------------------- -------------- -- --------------
NOTE 5. Inventory
As of April 30, 2010 and 2009, inventory consisted of the following:
- ---------------------- --------------------------------- Inventory For the years ended April 30, - ---------------------- --------------------------------- 2010 2009 ---- ----
Raw materials $ 31,699 $ 39,410 Work in progress 106,477 344,594 Finished goods 26,476 26,477 -------------- --------------- Total inventory $164,652 $410,481 - ---- ----------------- -------------- -- ---------------
NOTE 6. Fixed Assets
At April 30, 2010 and 2009, fixed assets consisted of the following:
- ------------------------------------- -------------------------------- Fixed Assets For the years ended April 30, - ------------------------------------- -------------------------------- 2010 2009 ---- ----
Machinery and equipment; including molds & tools $1,045,740 $ 1,053,558 Computers 13,535 14,420 Furniture 2,080 3,120 Office equipments 3,200 3,200 Fire Extinguisher 500 500 Total property and equipment 1,065,055 1,074,798 Less accumulated depreciation (361,207) (200,703) -------------- ------------- Fixed Assets, net $ 703,848 $ 874,095 - ----- ------------------------------- -------------- --- -------------
NOTE 7. Deposit
At April 30, 2010 and 2009 Deposits were as follows:
- ------------------------------- --------------------------------- Prepaid Expenses For the years ended April 30, - ------------------------------- --------------------------------- 2010 2009 ---- ----
Electricity $ 1,680 $ - Rent 6,069 - Trade show 500 - -------------- ------------- Total prepaid expenses $ 8,249 $ - - ------ ------------------------ -------------- ---- -------------
NOTE 8. Accrued Liabilities
Our accrued liabilities for the years ended April 30, 2010 and 2009 were as follows:
- ------------------------------- ------------------------------- Accrued Liabilities For the years ended April 30, - ------------------------------- ------------------------------- 2010 2009 ---- ----
Interest - shareholders' loan $ 4,047 $ 42,225 Interest - related party 8,500 4,000 Interest - note payable 5,272 1,636 Accrued expenses 1,295 - Accrued payroll 138,488 296,694 Warranty liabilities 28,473 33,000 ------------- -------------- Total accrued $ 186,075 $ 377,555 liabilities
During the year ended April 30, 2010, the Company transferred interest accrued for shareholder loans into the shareholders' loan account in the amount of $75,155.
For the year ended April 30, 2010, the Company has accrued $28,473 in warranty liabilities.
NOTE 9. Short-Term Debt
- ------------------------------- ------------------------------- Short-term debt For the years ended April 30, - ------------------------------- ------------------------------- 2010 2009 ---- ----
Loan - Financial Institution $ 94,932 $ 75,347 Credit card 119,826 190,005 ------------- -------------- Total short-term debt $214,758 $265,352 - ------ ------------------------ ------------- -- --------------
The Company has a loan from a financial institution, under which the Company may borrow up to $100,000 on an unsecured basis at an interest rate of 8.75% with monthly payments due. As of April 30, 2010, the outstanding balance for this loan was $94,932.
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.
NOTE 10. 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 and if the prices of fiberglass and/or aluminum increase significantly, it will further decrease 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 11. Customer Deposit
Deposits from customers consists of the following:
- ------------------------------- ------------------------------- Customer Deposit For the years ended April 30, - ------------------------------- ------------------------------- 2010 2009 ---- ----
Deposit for commercial boats $ 287,500 $ 222,405 Deposit for recreational boats 20,500 20,500 ------------- -------------- Total customer deposit $ 308,000 $ 242,905
NOTE 12. Notes Payable
- ------------------------------- ------------------------------- Notes Payable For the years ended April 30, - ------------------------------- ------------------------------- 2010 2009 ---- ----
Note payable - related party $ 65,000 $ 50,000 Note payable - others 39,000 14,000 ------------- -------------- Total notes payable $ 104,000 $ 64,000
At April 30, 2010, the Company had an unsecured note payable with an unrelated party in the amount of $10,000, which bears at 8% interest, and is currently due.
At April 30, 2010, the Company had an unsecured note payable with an unrelated party in the amount of $4,000, which bears no interest and is currently due.
At April 30, 2010, the Company had an unsecured note payable with an unrelated party in the amount of $25,000, which bears an interest payable in the amount of $2,500 and is currently due. Interest accrued to date is $2,500.
At April 30, 2010, 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 an 8% interest repayable. Interest accrued to date is $7,000.
At April 30, 2010, the Company had an unsecured note payable to a relative of an officer of the Company, in the amount of $15,000, which bears an interest repayable in the amount of $1,500. Interest accrued to date $1,500.
NOTE 13. Shareholder Loans
At April 30, 2010, Shareholder loans consisted of the following:
- ------------------------------------ -------------------------------- Shareholders' Loans For the years ended April 30, - ------------------------------------ -------------------------------- 2010 2009
Daniel Medina, President $156,743 $ 107,399 Madhava Rao Mankal, CFO 250,474 204,314 ------------- --------------- Total shareholders' loan $407,217 $ 311,713
During the year ended April 30, 2010, the Company transferred interest accrued for shareholder loans into the shareholder loan account in the amount of $77,155, which was the interest expense incurred on the loans in 2010.
Shareholder loans are unsecured, bear interest at 0 - 10% per annum, and are due on demand. From time to time, shareholders are involved in funding operations. These funds are provided and collected on an as needed basis.
NOTE 14. Acquisition
Medina International Holdings, Inc. ("Company") acquired Modena Sport Designs, LLC a California corporation, on June 18, 2008, as its wholly owned subsidiary. The results of operations of Modena Sport Designs, LLC included in the consolidated financial statements of the Company in the form 10-K for the year ended April 30, 2009, are from June 18, 2008 to April 30, 2009.
The Company accounted for the acquisition of 100% equity of Modena Sport Designs, LLC using the purchase method. The purchase price to acquire Modena Sport Designs, LLC (fixed assets, molds, and license agreements) was 11,000,000 shares of the Company's common stock and $1,000,000 in cash payments, of which $800,000 is contingent on boat sales and $200,000 in cash.
The 11,000,000 shares of Company's common stock was valued at $0.06, which was the fair value of the Company's common stock traded on the Over-the-counter-bulletin-board (OTCBB) market as of the date of the agreement. Share certificates for 11,000,000 shares were issued on June 1, 2009 and accounted in Medina international Holdings, Inc.'s books for the year ended April 30, 2009. In addition, the amount of $276,845 was considered as intercompany receivables in Modena Sport Designs, Inc., which were recorded in Medina International Holdings, Inc. books as Goodwill write off for the year ended April 30, 2009 and consequently adjusted Modena Sport Designs, LLC's equity of 114,835 as at the end of June 18, 2008 to Goodwill write off for the year ended April 30, 2009.
- ------------------------------------------- Modena Sport Designs, LLC - ------------------------------------------- As of April 30, 2009
Shares $660,000 Intercompany receivables 276,845 Modena Sport Designs, LLC (114,835) --------- Total Goodwill $822,010
Contingent payment - The contingent payment of $800,000, out of $1,000,000 in liability, is in addition to the pre-existing license agreement with Mr. Albert Mardikian, current CEO of Modena Sport Designs, LLC. The Company also retained Mr. Albert Mardikian, the then owner of Modena Sport Designs, LLC, as the CEO of the Modena Sport Designs, LLC, after the acquisition transaction was completed. The Company had a pre-existing relationship (license agreement) with Mr. Albert Mardikian, at the acquisition date of Modena Sport Designs, LLC., as a licensee to manufacture and sell certain patented watercrafts designs and pump technology, in exchange for royalty. This business combination incorporates the pre-existing relationship and terms regarding the right to use the patents to manufacture and sell watercrafts and pump technology, in exchange for royalty payments.
The following is the condensed balance sheet of Modena Sport Designs, LLC., with both book and fair values indicated, as of the acquisition date (June 18, 2008):
The determination of fair values of each of the acquired company's identifiable tangible assets and of its liabilities, at the date of acquisition, is provided below:
Accounts Receivables - The amount of accounts receivables is generally collected within one year or the Company's operating cycle, whichever is longer, and therefore, fair value is equal to book value. All of the Company's products are sold to government agencies or government funded organizations, and Modena Sport Designs, LLC. Customers place orders only if customers have the funds ready to be disbursed.
Inventory - Inventory consisted of parts and work-in progress. Parts fair value is recorded at current replacement cost, which equals book value. Work-in progress inventory's fair value is recorded as estimated selling prices less the sum of the costs of disposal and a normal profit, which equals book value.
Property, plant, and equipment (PPE) - PPE consists of machinery, equipment, and molds, which are expected to be used in operations. The Company has accounted for PPE items using current replacement costs for similar capacity.
Accounts Payable - The amount of accounts payables is generally paid within one year or the Company's operating cycle, whichever is longer and therefore, fair value is equal to book value.
Short-term borrowings from financial institutions - The short-term debt is intended to be paid within one year or the Company's operating cycle, whichever is longer, and therefore, fair value is equal to book value.
Deposits from customers - All deposits from customers are expected to be converted into revenue within one year or the Company's operating cycle, whichever is longer, and therefore, fair value is equal to book value.
Long-term liabilities- The long-term debt is not expected to be paid within one year or the Company's operating cycle, whichever is longer.
The following presents the computation of goodwill:
- ----------------------------------------- ---------- ------------ Purchase price $1,660,000 - ----------------------------------------- ---------- ------------ Net Working Capital $143,260 Property, plant, and equipment 694,730 837,990 ------------ Goodwill (excess of cost over fair $822,010 value) - ----------------------------------------- ---------- ------------
The purchase price for the acquisition of Modena Sport Designs, LLC was computed as follows:
- ---------------------------------------------------------------- ------------- Common Stock Issuance: (11,000,000 shares @ $0.06/share) $ 660,000 - ---------------------------------------------------------------- ------------- Long-term liability 1,000,000 ------------- Total $1,660,000 - ---------------------------------------------------------------- -------------
The factors that contributed to a purchase price that resulted in the recognition of goodwill were (i) expansion in watercraft models, (ii) sales track record, and (iii) exclusive licenses.
No part of this goodwill will be expected to be deductible for tax purposes.
NOTE 15. Goodwill
The Company had not generated any material level of revenues since its inception. Management used FASB ASC 350 to test for goodwill impairment. Due to adverse changes in business climate before and after the acquisition date (June 18, 2008) of Modena Sport Designs, LLC, management of the Company was not able to develop reasonably supportable estimates of expected future cash flows for assets acquired by the Company, without undue cost and effort. Management of the Company decided to write-off all goodwill ($822,010) associated with the purchase of Modena Sport, LLC in the year acquired.
NOTE 16. Stockholders' Equity
Common Stock
The Company has been authorized to issue, 100,000,000 shares of common stock with a par value of $0.0001. The Company had 51,006,747 and 35,560,091 shares of its common stock issued and outstanding on April 30, 2010 and 2009, respectively.
Preferred Stock
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 anytime, is redeemable by the Company in whole or in part at anytime 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.
In 2010, in satisfaction of a stock subscription payable incurred in 2009, the Company issued 20 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 10 shares of Series A preferred stock, which was valued at $240,000 in total.
Stock Subscriptions Payable
The Company at April 30, 2008 had an incurred obligation to issue 41,250 common shares for consideration already rendered of $1,563, and an obligation to issue 20 Series A preferred shares for consideration already rendered of $240,000, for a total stock subscription payable liability of $241,563. When added to additional activity in 2009, at April 30, 2009 The Company had an incurred obligation to issue 11,091,250 common shares for consideration already rendered of $662,738, and an obligation to issue 20 Series A preferred shares for consideration already rendered of $240,000, for a total stock subscription payable liability of $902,738. In 2010 all subscription payables were fulfilled by the issuance of the common and preferred shares owed.
NOTE 16. Commitments
Operating 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.
Our consolidated contractual obligations as of April 30, 2010, are as follows:
- --------------------------------------- -------------------- Operating Lease Obligation Amount - --------------------------------------- --------------------
April 30, 2011 $ 52,836 April 30, 2012 68,544 April 30, 2013 72,828 -------------------- Total operating lease obligation $ 194,208 - ------- ------------------------------- --------------------
Prior to February 3, 2010, the Company rented a 5,000 square-foot manufacturing facility at 2051 Placentia Ave., Costa Mesa, CA 92627, for $6,500 per month, on a verbal month-to-month basis. This facility was owned by a related party, the CEO of Harbor Guard Boats, Inc. We have accrued $75,500 in rental expenses as of April 30, 2010, with $57,000 incurred in fiscal year 2010. The Company moved its operations to Corona in February of 2010.
The Company has various license agreements with a related party allowing its technology to be utilized in the manufacture of its boats, along with royalty payments based on a percentage (generally 1.5% - 2%) of related gross sales.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MEDINA INTERNATIONAL HOLDINGS, INC. (a Colorado corporation)
Date: July 29, 2010 By: /s/Daniel F. Medina -------------------- Daniel F. Medina, President & Director
Date: July 29, 2010 By:/s/Madhava Rao Mankal ----------------------- Madhava Rao Mankal, Chief Financial Officer & Director
In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: July 29, 2010 By: /s/Daniel F. Medina ------------------- Daniel F. Medina, President & Director
Date: July 29, 2010 By: /s/Madhava Rao Mankal --------------------- Madhava Rao Mankal, Chief Financial Officer & Director
Date: July 29, 2010 By: /s/Mike Swanson --------------- Mike Swanson, Director
Date: July 29, 2010 By: Mike Gallo ---------- Mike Gallo, Director