UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2004
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
For the transition period from to -------------
Commission file number: 000-_______
Medallion Crest Management, Inc.
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(Name of small business issuer in its charter)
Florida 06-1686744
--------------------------------- -------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3675 North Country Club Drive, Suite 1907 Aventura, FL
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(Address of principal executive offices)
33180
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(Zip Code)
Registrant's telephone number, including area code: (305) 933-6737
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
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(Title of class)
The number of shares of the registrant's common stock, par value
$0.001 per share, outstanding as of March 9, 2003 was 5,165,500.
Transitional Small Business Disclosure Format (check one): Yes [ ]; No [X]
Part 1 Financial Information
Item 1. Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II Other Information
Item 6. Exhibits and Reports on Form 8-K
Part I. Financial Information
Item 1. Financial Statements
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED JANUARY 31, 2004
AND FOR THE PERIOD FROM APRIL 4, 2003 (INCEPTION)
THROUGH JANUARY 31, 2004
TABLE OF CONTENTS
Financial Statements:
Balance Sheet as of January 31, 2004 (unaudited) 2
Statement of Operations for the three and nine months
ended January 31, 2004 (unaudited) and from April 4,
2003 (inception) through January 31, 2004 (unaudited) 3
Statement of Changes in Stockholders' Equity for the
period from April 4, 2003 (inception) through January
31, 2004 (unaudited) 4
Statement of Cash Flows for the nine months ended
January 31, 2004 and for the period from April
4, 2003 (inception) through January 31, 2004 (unaudited) 5
Notes to Financial Statements 6-7
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
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ASSETS
------
January 31,
2004
----------
(unaudited)
Current assets:
Cash $ 5,295
----------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Stockholders' equity:
Preferred stock, 20,000,000
authorized, par value
$.0001; none issued and
outstanding -
Common stock, 100,000,000
authorized, $.0001 par value;
5,165,000 issued and outstanding $ 517
Additional paid in capital 45,783
Deficit accumulated during the
development stage (41,005)
----------
Total stockholders' equity 5,295
----------
Total liabilities and stockholders' equity $ 5,295
==========
See accompanying notes to financial statements.
2
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
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Three months Nine months April 4, 2003
ended ended (inception)
January 31 January 31 through
2004 2004 January 31, 2004
------------ ----------- -------------
(unaudited) (unaudited) (unaudited)
Revenue $ - $ - $ -
Selling, general and administrative expenses 28,000 40,842 41,005
---------- ---------- ----------
Loss from operations (28,000) (40,842) (41,005)
---------- ---------- ----------
Provision (benefit) for income taxes - - -
---------- ---------- ----------
Net loss $ (28,000) $ (40,842) $ (41,005)
========== ========== ==========
Basic and diluted loss per share $ (0.01) $ (0.01)
========== ==========
Basic and diluted weighted average shares outstanding 5,165,500 5,165,500
========== ==========
See accompanying notes to financial statements.
3
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
- --------------------------------------------
Accumulated
Common Stock Deficit
------------------- Additional Development
Shares Amount Paid-In Capital Stage Total
--------- -------- --------------- ----------- --------
Balance, April 4, 2003 (inception) - $ - $ - $ - $ -
Initial capital contributions 4,750,000 475 4,275 - 4,750
Common stock issued for cash 415,500 42 41,508 - 41,550
Net loss - April 30, 2003 - - - (163) (163)
--------- ------- -------- -------- --------
Balance, April 30, 2003 5,165,500 $ 517 $ 45,783 $ 163 $ 46,137
========= ======= ======== ======== ========
Net loss January 31, 2004 (unaudited) - - - (40,842) (40,842)
--------- ------- -------- -------- --------
Balance January 31, 2004 (unaudited) 5,165,500 517 45,783 (41,005) 5,295
========= ======= ======== ======== ========
See accompanying notes to financial statements.
4
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
- ---------------------------------
Nine months April 4, 2003
ended (inception)
January 31 through
2004 January 31, 2004
-------------- ------------
(unaudited) (unaudited)
Cash flows from operating activities:
Net loss $ (40,842) $ (41,005)
---------- ----------
Net cash used in operating activities (40,842) (41,005)
---------- ----------
Cash flows from financing activities
Common stock issued for cash - 41,550
Initial capital contribution - 4,750
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Net cash provided by financing activities - 46,300
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Net increase in cash (40,842) 5,295
Cash at beginning of period 46,137 -
--------- ----------
Cash at end of period $ 5,295 $ 5,295
========= ==========
Supplementary information:
--------------------------
Cash paid for:
Interest $ - $ -
========== ==========
Income taxes $ - $ -
========== ==========
See accompanying notes to financial statements.
5
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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NOTE 1 - DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
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Medallion Crest Management, Inc. (the "Company") was incorporated on April 4,
2003 in order to create and realize value by identifying and making
opportunistic real estate investments by the direct acquisition,
rehabilitation, financing and management of real properties.
The accompanying unaudited condensed financial statements of the Company
have been prepared in accordance with generally accepted accounting
principles for interim financial information and Regulation S-B.
Accordingly, they do not include all of the information and footnotes
required for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of
the results for the interim periods presented have been included.
These results have been determined on the basis of generally accepted
accounting principles and practices applied consistently with those
used in the preparation of the Company's Annual Financial Statements
for the year ended April 30, 2003. Operating results for the
nine months ended January 31, 2004 are not necessarily indicative
of the results that may be expected for the year ending April 30,
2004.
It is recommended that the accompanying condensed financial statements
be read in conjunction with the financial statements and notes for the
year ended April 30, 2003, found in the Company's Form SB-2/A.
Developent Stage and Going Concern
- ----------------------------------
The Company has no revenues to date. Since its inception, the Company
has been dependent upon the receipt of capital investment to fund its
continuing activities. In addition to the normal risks associated
with a new business venture, there can be no assurance that the
Company's business plan will be successfully executed. The Company's
ability to execute its business model will depend on its ability to obtain
additional financing and achieve a profitable level of operations.
There can be no assurance that sufficient financing will be obtained.
Nor can we give any assurance that we will generate substantial
revenues or that our business operations will prove to be profitable.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Cash Equivalents
- ----------------
The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with general
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
Basic and Diluted Earnings Per Share
- ------------------------------------
Basic income per common share is computed by dividing the net income
by the weighted average number of shares of common stock outstanding
during the year. Diluted income per common share is determined using
the weighted-average number of common shares outstanding during the
year, adjusted for the dilutive effect of common stock equivalents,
consisting of shares that might be issued upon exercise of common
stock options. In periods where losses are reported, the weighted-
average number of common shares outstanding excludes common stock
equivalents, because their inclusion would be anti-dilutive.
MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
- --------------------------------------------------------------
Recent Accounting Pronouncement
- -------------------------------
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity." The Statement establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity and further requires
that an issuer classify as a liability (or an asset in some
circumstances) financial instruments that fall within its scope
because that financial instrument embodies an obligation of the
issuer. Many of such instruments were previously classified as equity.
The statement is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003.
We believe that the adoption of this standard will not have a material
impact on our financial position or results of operations.
In November 2002, the FASB issued FASB Interpretation No. 45
("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others."
FIN 45 requires that a liability be recorded in the guarantor's
balance sheet upon issuance of a guarantee. In addition, FIN 45
requires disclosures about the guarantees that an entity has issued,
including a reconciliation of changes in the entity's product warranty
liabilities. The initial recognition and initial measurement
provisions of FIN 45 are applicable on a prospective basis to
guarantees issued or modified after December 31, 2002, irrespective of
the guarantor's fiscal year-end. The disclosure requirements of FIN 45
are effective for financial statements for interim or annual periods
ending after December 15, 2002. The adoption of FIN 45 did not have a
material impact on the Company's financial position or on its results
of operations.
In January 2003, the FASB issued FASB Interpretation No. 46
("FIN 46"), "Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51." FIN 46 requires certain variable
interest entities to be consolidated by the primary beneficiary of the
entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties.
FIN 46 is effective immediately for all new variable interest entities
created or acquired after January 31, 2003. For variable interest
entities created or acquired prior to February 1, 2003, the provisions
of FIN 46 must be applied for the first interim or annual period
beginning after June 15, 2003. The Company does not expect adoption of
FIN 46 to have a material impact on its financial position or on its
results of operations.
NOTE 3 - INCOME TAXES
- ---------------------
For income tax purposes, the Company has elected to capitalize start-
up costs incurred since April 4, 2003 (inception) totaling $41,005.
The start-up costs will be amortized over sixty months beginning in
the year of initial operations.
Item 2. Management's Plan of Operations
Results
- -------
Item 2. Management's Plan of Operations
Results
- -------
For the period from inception through January 31, 2004 no
revenue was generated or anticipated by management's forecast.
We incurred expenses from inception to January 31, 2004 of
$41,005, which also equaled our loss during that period. During
the three months ended January 31, 2004 we incurred losses of
$28,000, which also equaled our loss during the period and
during the nine months ended January 31, 2004 we incurred losses
of $40,842, which also equaled our loss during the period.
These amounts were financed primarily through $46,300 of
receipts from equity subscriptions. Our loss per share through
this date was de minimus. Our officers have agreed to defer
all salaries until we raise a minimum of $500,000 and to not
seek reimbursement for unpaid past compensation. Our principal
executive and administrative offices are currently located in
space owned by an officer who has agreed to contribute the value
of the rent we would anticipate paying for such a space.
Accordingly, we are not presently incurring any rent expenses
associated with this space. We anticipate relocating from this
space to a leased space, within 90 days of our completion of
raising financing in a minimum amount of at least $250,000.
Management believes that, even though our auditors have
expressed substantial doubt about our ability to continue as a
going concern, due to our low cash requirements and the
cooperation of our management in deferring salaries, even if we
are unsuccessful in raising additional funds, assuming that we
do not commence our anticipated operations, we will be able to
satisfy our cash requirements for at least the next 12 months.
We will not, however, be able to commence substantial
operations, unless and until we have raised a minimum of
$250,000 in funding. Fully executing our business plan will
significantly change our cash needs and we will not be able to
begin such execution until we have raised substantial additional
resources.
We do not anticipate that there will be any significant
changes in the number of employees or expenditures from what is
discussed in this prospectus.
We recently registered all shares of common stock held by our
management team. Although our management
team does not have a present intention of selling all of its
shares at any specific time, due to the sacrifices they are
making by not accepting a salary from the company during its
intitial growth phase management desires to have the ability to
offer shares from time to time. It is management's current
intention to remain employed by the company even if the shares
held are sold.
Plan of Operations
- ------------------
Over the next twelve (12) months, we intend to pursue
opportunities to provide revenue-generating activities. To
accomplish this, we will need to progress through several stages
of initial operations. Initially, we are currently seeking to
raise up to $1,000,000 of capital through an equity offering to be in
position to commence full business operations. We are
attempting to raise these funds through a public offering of our
common stock.
We do not currently anticipate seeking a reverse
merger/acquisition within the next twelve months.
Although we are not yet in a position to acquire any
property, we have identified and conducted preliminary due
diligence on several specific potential target properties that
we intend to pursue farther once funds have been obtained.
Once funds have been obtained, we will conduct extensive
site evaluations for possible property purchases, acquisitions,
property development, renovation and lease/sale opportunities on
these and other properties. Our site evaluation will include
detailed analysis regarding the quality and suitability of
potential opportunities and/or parcels of land. It is our goal
to explore opportunities that demonstrate superior site quality
features, such as, favorable demographics, attractive site
features (high visibility/traffic area) and a limited
competitive environment. Although this stage of operation will
be an ongoing business concern, we estimate a maximum of two
months for initial site evaluations to be conducted. Once we
have identified potential opportunities, we plan to enter
negotiations with potential investments. Based on the nature of
such investments, we anticipate 4-6 weeks of negotiations on
any/all initial projects that we may pursue. It is our goal in
the negotiation stage to position our self to accumulate various
projects that are commercial, acquisition or development in
nature, at under valued amounts. We may also look to pursue the
same negotiation tactics regarding any distressed real
properties of interest. We anticipate engaging in formal
contracts within four months of raising sufficient funds through
an offering. We will look to secure commitments in the areas
of property purchases, acquisitions, property development,
renovation and lease/sale opportunities on an ongoing basis. We
believe that sufficient revenue can be generated through the
final eight months of our first year of full operation to
produce an operating profit. This time frame includes the
acquisition and sale of potential properties, site development,
commercial lease revenues, renovation and resale. Achieving
these revenues however remains strictly contingent on raising
sufficient funds for the initiation of full business operations.
We anticipate no substantial changes to our business plan if we
raise funds less than that of $1,000,000 in funding.
In the case that funds less than that of
$1,000,000 are raised, our opportunities to make possible
property acquisitions will be more limited. Additionally,
investment opportunities that are capital intensive, such as
large commercial facilities or extensive renovation projects may
no longer be immediately feasible due to lack of funding.
We anticipate incurring various costs and expenses
associated with cultivating revenue-generating activities.
Assuming we successfully raise $1,000,000 we estimate site
analysis during the preliminary site analysis stage, (months 1-4
of full operations) to cost approximately $75,000. Due to the
nature of our business model, site analysis costs will be a
recurring cost for the Company. As sites are identified, we
anticipate incurring legal expenses associated with the
negotiation and drafting of documentation to consummate the
transaction. Our two largest expenses will be the actual
purchase and renovation of property. We anticipate incurring
costs in renovating and improving properties equal to fifty
percent of the acquisition costs. Assuming we successfully
raise $1,000,000 we estimate that we would spend approximately
$450,000 acquiring properties and an additional $225,000
renovating these properties. We have included within the
$450,000 amount our anticipated costs and expenses in regards to
monthly rent/loan payments.
Liquidity and Capital Resources
- -------------------------------
While at this time we do not have any significant current
liabilities, our business expansion will require significant
capital resources that may be funded through the issuance of
notes payable or other debt arrangements that may affect our
debt structure.
Through January 31, 2004 we have spent a total of $41,005
in general operating expenses. We raised the amounts used in
these activities from a Regulation D offering in which we raised
$46,300.
To date, we have managed to keep our monthly cash
requirements low for two reasons. First, our officers, who are
all founders and significant shareholders have agreed not to
draw a salary until a minimum of $500,000 in funding is obtained
or we have generated $500,000 in revenues. Once we have
achieved this threshold our board of directors will establish
salaries for our officers. These salaries will be at least
partially determined by the amount of funding we successfully
raise. The officers will not be reimbursed for their unpaid
compensation during the offering period. Second, we have been
able to keep our operating expenses to a minimum by operating in
space owned by Sean Miller, our Chief Executive Officer. Mr.
Miller has agreed to contribute use of this space in a rent-free
arrangement until completion of this offering and he will not be
reimbursed for the rent of this space.
Given our low monthly cash requirements and the agreement
of our officers, management believes that, even though our
auditors have expressed substantial doubt about our ability to
continue as a going concern, and assuming that we do not
commence our anticipated operations it has sufficient financial
resources to meet its obligations for at least the next twelve
months.
In the early stages of our business plan, we will need
cash for refinancing mortgages, financing acquisitions and
development, and financing capital improvements as well as for
marketing. We anticipate that during the first year, in order
to execute our business plan to any meaningful degree, we would
need to spend a minimum of $500,000 on such endeavors. We
anticipate, however, that we will be able to commence
substantial operations once we have raised a minimum of
$250,000. If we are unable to raise the funds through an equity offering
we will seek alternative financing through means such as borrowings
from institutions or private individuals. There can be no
assurance that we will be able to keep costs from being more
than these estimated amounts or that we will be able to raise
such funds. Even if we sell all shares offered through our current
equity offering, we may need to seek additional financing
in the future. However, we may not be able to obtain additional
capital or generate sufficient revenues to fund our operations.
We do not currently anticipate seeking a reverse
merger/acquisition within the next twelve months. If we are
unable to obtain additional capital or generate sufficient
revenues to fund our operations we expect that we will be
required to seek protection from creditors under applicable
bankruptcy laws. Our independent auditor has expressed
substantial doubt about our ability to continue as a going
concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and
generate revenues. See Note 1 of our financial statements.
For the foreseeable future, we do not intend to seek a
buyer for our business or look to engage in any joint ventures
with other entities.
Uncertainties
- -------------
There is intense competition in the real estate investment
market with other companies that are much larger and both
national and international in scope and which have greater
financial resources than we have. At present, we require
additional capital to make our full entrance into this industry.
Forward Looking Statements
- --------------------------
Certain statements in this report are forward-looking
statements within the meaning of the federal securities laws.
Although the Company believes that the expectations reflected in
its forward-looking statements are based on reasonable
assumptions, there are risks and uncertainties that may cause
actual results to differ materially from expectations. These
risks and uncertainties include, but are not limited to,
identifying desirable properties, negotiating desirable
investment terms, changes in the real estate market, changing
interest rates, and a general downturn in the economy.
Item 3. Controls and Procedures
The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be
disclosed in the Company's Securities Exchange Act reports is
recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.
During the 90-day period prior to the date of this report,
an evaluation was performed under the supervision and with the
participation of our Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures
were effective. Subsequent to the date of this evaluation,
there have been no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls, and no corrective actions taken with regard to
significant deficiencies or material weaknesses in such
controls.
Part II - Other Information.
Items 1-5.
There are no reportable events for Item 1 through Item 5.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on March 10, 2004.
MEDALLION CREST MANAGMENT, INC.
By: /s/ Sean Miller
---------------------
Sean Miller
Principal Executive Officer,
Principal Financial Officer
and Chairman
In accordance with the requirements of the Exchange Act,
this report has been signed by the following persons on behalf
of the registrant and in the capacities indicated on March 10, 2004.
/s/ Sean Miller Principal Executive Officer,
- -------------------------- Principal Financial Officer,
Sean Miller Principal Accounting Officer and
Director
/s/ Rose Cabasso Vice President, Secretary and
- -------------------------- Director
Rose Cabasso
CERTIFICATIONS
I, Sean Miller, Chief Executive Officer and Chief Financial
Officer of Medallion Crest Management, Inc., certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Medallion Crest Management, Inc.;
2. Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not
misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as of,
and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which
this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date");
and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the
registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have
indicated in this quarterly report whether there were
significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material
weaknesses.
Date: March 10, 2004
/s/ Sean Miller
- ------------------
Sean Miller, Chief Executive Officer and Chief Financial Officer
EX-99.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the accompanying Quarterly Report on Form 10-QSB
of Medallion Crest Management, Inc. for the quarter ended
January 31, 2004, I, Sean Miller Chief Executive Officer and
Chief Financial Officer of Medallion Crest Management, Inc.
hereby certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to
the best of my knowledge and belief, that:
(1) such Report on Form 10-QSB for the quarter ended January
31, 2004, fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in such Report on Form 10-QSB
for the quarter ended January 31, 2004, fairly presents, in all
material respects, the financial condition and results of
operations of Medallion Crest Management, Inc.
March 10, 2004
By:/s/Sean Miller
----------------
Sean Miller
Chief Executive Officer and
Chief Financial Officer