SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: May 20, 2005
MEDINA INTERNATIONAL HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Commission File Number 000-27211
COLORADO 000-27211 84-1469319
- - - ---------------- ------------- ------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.
incorporation) pre-merger)
7609 Ralston Road, Arvada, CO 80002
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(Address of principal executive offices)(Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 422-8127
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions.
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
The Company had Preferred Stock authorized in its original Articles of
Incorporation. The Board has designated Series A Convertible Preferred Stock
and authorized 50 shares designated as Series A Convertible Preferred Stock. No
Series A was issued authorized or outstanding heretofore. The Designation of
Rights and Privileges is attached hereto as Exhibit 3.8.
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
None.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
Medina International Holdings, Inc. appointed Michael Swanson and Tony A. Eshiet
as directors of the Company effective May 19, 2005.
Michael Swanson 48: Michael Swanson has worked for the City of Orange Fire
Department since 1983 and his present position is Fire Captain. Prior to that,
he worked for the Federal Fire Department, for four years. He is an active
member of the Orange Fire Department Medical Core Committee, Safety Committee,
and Physical Fitness Committee. He is also a member of the International
Association of Fire Fighters Local 2386, and a member of the California
Professional Firefighters. He has received the Valor Award in 1999 from the
Orange Rotary Club for saving the life of a child.
Michael Swanson is a Certified Instructor at Saddleback College Paramedic School
1999, Spinal Immobilization Instructor 1998, Advanced Airway Instructor 1995,
Emergency Technician Instructor 1989, State Paramedic 1986, State Fire Officer
(on going), Haz Mat, Trench, Swift Water, Confined Space First Responder (on
going).
Tony A. Eshiet 47: Tony Eshiet has been the Chief Operating Officer of
HollyTouch Corporation since August 2001. Prior to his current position, Mr.
Eshiet was a Executive Vice President and Financial Center Manager of CITIBANK
from June 2000 to August 2001. Prior to joining Citibank Mr. Eshiet was the
Vice-President and Branch Manager of WELLS FARGO BANK from September 1991 to
June 2000, managed high-level branches in Century City, Long Beach and Monterey
Park in California, USA. The bank had recognized Mr. Eshiet as a "Circle of
Stars Performer on many occasions, he has also received Wells Fargo's "Golden
Coach Award" as number one top Branch Manager in sales and customer service. Mr.
Eshiet has a Bachelor of Science degree in Banking and Finance from Johnson C.
Smith University in Charlotte, North Carolina where he was honored as an
"Outstanding Student of the Year". Mr. Eshiet also has his Master Degree in
Business Administration (M.B.A) from the University of Phoenix. Mr. Eshiet holds
a number of licenses in the financial and investment field: Series 7, Series
24, Series 63 and also Life and Health. Mr. Eshiet serves on Corporate
Board of Directors of S & P Investment Inc. and American Film Venture
Group.
Arun Madhav is a founder - director of Eka Technologies, Inc, a product design
and development company from May 2003. Prior to founding Eka, Arun held various
positions at Interlink Electronics, Inc. between April 1997 - May 2003., with
the most recent being that of Director of Product Marketing at Interlink
Electronics, Inc (LINK). During his tenure at Interlink, he introduced several
new and innovative products ranging from RF remotes to signature pads. Prior to
Intelink, he introduced several new system level products in the field of
Non-Destructive testing for companies such as Physical Acoustics, Nuson and
Ultran Laboratories. Arun has a BS in Mechanical Engineering from Bangalore
University, an MS in Engineering Science and Mechanics from Virginia Tech, and
an MBA from California State Univeristy, Northridge.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi-
sion of the Code of Ethics.
Section 6 - [Reserved]
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
Exhibit 3.8 The Designation of Rights and Privileges
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 20, 2005 MEDINA INTERNATIONAL HOLDINGS, INC.
By: /s/ Madhava Rao Mankal
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Madhava Rao Mankal, CFO