Subsequent Event (Unaudited) | NOTE 17. SUBSEQUENT EVENT (UNAUDITED) Company filed Preliminary Proxy statement PRER 14C to approve the following 1) To amend the Company's articles of incorporation to increase the authorized common shares of the Company from 500,000,000 shares of common stock at par value $0.0001 to 12,000,000,000 shares of common stock at par value $0.00001. This action will become effective upon the filing of an amendment to our Articles of Incorporation with the Secretary of State of Colorado. 2. (a) TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new class of preferred Series C shares. Corporation has defined the terms of new class of Super Preferred Series C stock. (b) TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new class of preferred Series D shares. Corporation has defined the terms of new class of Super Preferred Series D stock. This was never approved as Company was not current in reporting. 3. Mr. Erick Wolf resigned from board of Directors on September 8, 2014 for personal reasons. Acquisition Agreement - April 20, 2016 On April 20, 2016, Medina International Holdings, Inc. (the "Company") entered into an Acquisition and Purchase Agreement with Medical Innovation Holdings, a Joint Venture ("MedHold") whereby all of the assets of MedHold would be acquired by the Company from MedHold. Medical Innovation Holdings, a Joint Venture, is establishing a nationwide, state by state, multi-disciplinary medical specialist provider/practice network, staffed by 16 types of Physician Specialists who serve the rural patient population via a seamless, comprehensive, sophisticated telemedicine program. Pursuant to the Asset Acquisition Agreement, the closing of the Acquisition was effective April 20, 2016 although completed later. Per the Acquisition and Purchase Agreement, the following items occurred: (1) The Company approved the issuance of 351,000,000 shares of the Company's restricted common stock to MedHold's designees; (2) 30 shares of Class A Preferred Convertible Stock (Super Majority Voting) of Medina International Holdings, Inc. from Madhava Rao Mankal and Daniel Medina shall be conveyed for $100 to MedHold; (3) A total of 35,000,000 common shares owned by Madhava Rao Mankal, Daniel Medina and Albert Mardikian, and MGS Grand Sports, Inc. shall be conveyed under separate Share Purchase Agreements to retire to treasury for $100 each; (4) The outstanding notes for legal fees for a total of $256,025, approximately, plus accrued interest thereon, were assumed and agreed to be paid in accordance with the terms thereof, without defenses or disagreements thereto at the time of closing. The outstanding balances due to the auditor (approximately $20,000, including current quarter review fees) and transfer agent (approximately $1,600) shall be paid as the earnest money; and (5) Assignment of the Assets were issued in the form of a Bill of Sale duly executed. Settlement Agreement and Release Medina International Holdings, Inc. (the "Company") entered into a Settlement Agreement and Release with Chenji Srinivasan Seshadri ("Debtholder") and Harbor Guard Boats, Inc., a California Corporation ("Harbor Guard"). The Agreement compromises, settles and otherwise resolves all claims for common shares, subscriptions, or Notes, or debts, relating to the Company and Debtholder as to any and all claims or causes of action whatsoever against the Company by Debtholder for any matter, action, or representation as the Company, any debt or Note, the subscription, by the subscriber, and other potential claims and causes of action arising from any relationship, agreement, subscription, debt, or Note, or actions of the Company or its management which may be claimed by Debtholder up to the date hereof. The Agreement requires payment of the sum of $60,000 to effectuate the release. Divestiture of Harbor Guard Boats, Inc. On April 20, 2016, the Company entered into an Acquisition Agreement with Daniel Medina and Rao Mankal, whereby they acquired the Harbor Guard Boats, Inc. stock from Medina, by assuming the debt related to Harbor Guard, totaling$1,819,091, and providing releases of liability for all of such debt, and retiring a total of 35 million shares of common stock of Medina to the treasury. The Board made a determination that the assets were totally impaired, (which assets were fully impaired on the books) as no significant revenue was generated for over two years from the assets, and the assets had no net value exceeding even a portion of the debt relieved, and the company had no capital for recommencing business and had no sales. Further the debt relief to the company, was significant to allow the company to recapitalize. Mr. Mankal and Mr. Medina were affiliates and officers and directors and have concurrently tendered their resignations as officers and directors effective with the closing. Two new directors are appointed and the four disinterested directors have approved the divestiture as being in the best interests of the Company, and its shareholders, in conjunction with the new business of the Company in the health care field. This subsequent event has to be read in conjunction with the 8K filed concurrently here with. On April 20, 2016 we agreed to an acquisition of the assets and business plan of Medical Innovation Holdings, Joint Venture for 351,000,000 shares and to immediately sell our subsidiary Harbor Guard Boats, Inc. to Mr. Daniel Medina and Madhava Rao Mankal. A definitive Stock Purchase Agreement was closed on April 26, 2016 During our consideration of the terms and further discussion we received $20,000 cash for payment of certain fees to auditors but no cash for the sale of Harbor Guard Boats, Inc. The principals purchasing the Harbor Guard assets provided the retirement of 35, 000,000 shares of common stock of Medina and the assumption and release of a total of $1,225,192 in liabilities formerly consolidated with the medina financial statements. Cash Payment In the total consideration paid to us for the sale of Harbor Guard Boats Inc. we received no cash. The terms of the sale provided that we receive for payment of Audit fees. Medina International Holdings, Inc. Liabilities At the time of the closing Medina International Holdings, Inc. held approximately $1,819,091 of liabilities. These liabilities included approximately $23,677 on a line of credit with Wells Fargo Bank and Advanta, $176,163 of accounts payable, $478,929 Notes Payable to various parties, and $1,140,311 to Daniel Medina and Madhava Rao Mankal. Harbor Guard Boats, Inc. Liabilities At the time of the closing, Harbor Guard Boats, Inc. held approximately $1,225,192 of liabilities. These liabilities included approximately $71,491 on a line of credit with Citi Bank, $173,264 of accounts payable, $177,411 of Accrued Payroll Liabilities, $535,487 of Customer deposit, $69,020 of notes payable, $172,519 of shareholders loan and $26,000 in other liabilities. Medina International Holdings, Inc.'s outstanding liabilities of accounts payable and promissory notes amounting to $176,163 (detail this number) and $256,025 respectively remained on the books of Medina International Holdings, Inc. All other liabilities in the sale of Harbor Guard Boats, Inc., being assumed by the Daniel Medina and Madhava Rao Mankal. Divestiture Considerations The terms of the sale did provide us reduction of our overall debt by approximately $1,386,893, or approximately 76% of our total liabilities. In addition, a future deferred payment of nearly $432,188 in outstanding notes may further reduce our liabilities by another 24% of our total liabilities if and when paid. In total, the sale of Harbor Guard Boats, Inc. facilitates the reduction of our total liabilities as of the time of this report by approximately 76%. Harbor Guard Boats, Inc. specialized in developing Rescue and Fire Rescue boats. In evaluating the offer and sale of Harbor Guard Boats, Inc.. we considered many important factors including the current and on going negative cash flow of the operations, the difficulties encountered raising additional working capital in such a condition, including the extremely high cost of such capital, and the additional time and working capital needed to achieve positive cash flow and more favorable operating conditions. In addition to the operating factors, we also considered the approximately $1,140,311 of Officers payroll liabilities, $222,904.55 of notes payable relief to various parties, and $23,677 for additional credit card debt relief included as part of the consideration in the sale of Harbor Guard Boats, Inc. as relevant to our decision. We believe that the sale of Harbor Guard Boats, Inc. may help shareholder value by allowing the company to refocus on new business. Assumed Debt from which Medina International Holdings, Inc. has been released The specific notes assumed by Daniel Medina and Madhava Rao Mankal in connection with the sale of Harbor Guard Boats, Inc. are summarized below, and has been released by the parties as to Medina. MIHI recorded a gain on forgiveness of debt of $ 3,243,077 and $3,112,601 for the year ended April 30, 2015 and the nine months ended January 31, 2016, respectively on a pro forma basis as a result of the forgiveness of debt. |