U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form SB-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MEDINA COFFEE, INC.
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(Name of small business issuer in its charter)
Nevada 5810 88-0442833
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(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
401 Detwiller Lane, Bellevue, Washington 98004
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(Address and telephone number of principal executive offices)
P.O. Box 741, Bellevue, Washington 98009
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(Address of principal place of business or intended
principal place of business)
Nevada Agency & Trust Company
50 West Liberty Street, Suite 880, Reno, Nevada 89501
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(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable from
time to time after this registration statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of each Dollar Proposed Proposed Amount of
class of Amount to be maximum maximum registration
Securities registered offering aggregate fee
being Registered price per offering
share price
Common $ 10,000 $ 0.05 $ 10,000 $ 55.60
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Disclosure alternative used (check one): Alternative 1; Alternative 2; X
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MEDINA COFFEE, INC.
CROSS-REFERENCE SHEET
Item Number and Heading Heading in Prospectus
<S> <C>
1. Front of the Registration Statement and
Outside Front Cover Page of Prospectus Facing pages; Front Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus Inside Front and Outside Back Cover Pages of Prospectus
3. Summary Information and Risk Factors Prospectus Summary; Risk Factors
4. Use of Proceeds Prospectus Summary; Use of Proceeds; Description of Business
5. Determination of Offering Price Cover Page; Risk Factors; Investor Suitability Standards; Offering
6. Dilution Cover Page; Dilution
7. Selling Security Holders Not applicable
8. Plan of Distribution Front Cover Page; Offering
9. Legal Proceedings Litigation
10. Directors, Executive Officers,
Promoters and Control Persons Management of Company
11. Security Ownership of Certain
Beneficial Owners and Management Security Ownership of Certain Beneficial Owners and Management
12. Description of the Securities Description of Securities
13. Interest of Named Experts and Counsel Not applicable
14. Disclosure of Commission Position on
Indemnification for
Securities Act Liabilities Indemnification
15. Organization Within Last Five Years Not Applicable
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16. Description of Business Business of the Company
17. Management's Discussion and Analysis or
Plan of Operation Business of the Company
18. Description of Property Business of the Company
19. Certain Relationships and
Related Transactions Not applicable
20. Market for Common Equity and Related
Stockholder Matters Front Cover Page; Risk Factors;
Security Ownership of Certain Beneficial Owners and
Management; Share Capital Structure; Market Information
21. Executive Compensation Management of Company
22. Financial Statements Financial Statements
23. Changes In and Disagreements with
Accountants on Accounting and
Financial Disclosure Not Applicable
</TABLE>
<PAGE>
PROSPECTUS
Medina Coffee, Inc.
(A Nevada Corporation)
P.O. Box 741
Bellevue, Washington 98009
Up To 200,000 Shares
Offering Price: $0.05 Per Share
(the "Offering")
This offering (the "Offering") by Medina Coffee, Inc. (the "Company") consists
of a new issue of up to 200,000 common shares in the capital of the Company (a
"Share") at a price of $ 0.05 per Share.
THIS OFFERING IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK TO THE
PUBLIC INVESTORS AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE
THEIR ENTIRE INVESTMENT (SEE RISK FACTORS AND DILUTION). THE OFFERING PRICE HAS
BEEN ARBITRARILY DETERMINED BY THE COMPANY BASED UPON WHAT IT BELIEVES
PURCHASERS OF SUCH SPECULATIVE ISSUES WOULD BE WILLING TO PAY FOR THE SECURITIES
OF THE COMPANY AND BEARS NO RELATIONSHIP WHATSOEVER TO ASSETS, EARNINGS, BOOK
VALUE OR ANY OTHER ESTABLISHED CRITERIA OF VALUE.
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<CAPTION>
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Price to Public Commission(1)(2) Net Proceeds to Company(3)(4)
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<S> <C> <C> <C>
Per Share $ 0.05 $ 0.00 $ 10,000
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Aggregate Sale $ 10,000 $ 0.00 $ 10,000
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<FN>
Note:
2. Management of the Company is selling the securities and will not receive
commission in conjunction with the sale of these securities.
3. The Shares are being offered by to prospective investors on a direct
participation basis.
4. The proceeds are stated before deduction of expenses related to the
preparation of the Offering which the Company will pay. These expenses,
as presently estimated, are not expected to exceed $500, and include
the Company's legal and accounting fees, transfer agents fees, filing
fees, and printing costs. (See Use of Proceeds and Plan of
Distribution.)
5. No escrow account will be set up and all proceeds raised in the Offering
will be deposited immediately into the Company's corporate account to
be utilized for working capital in the priorities set by the Company.
(See Use of Proceeds).
</FN>
</TABLE>
The effective offering price per Share exceeds the net tangible book value per
Share as at March 31, 2000, after giving effect to this Offering by $ 0.04,
representing 80% of the effective offering price per Share. See "Dilution". An
investment in the Shares is speculative and subject to certain risk factors. See
"Risk Factors".
THE DATE OF THIS PROSPECTUS IS JUNE 23, 2000
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED ON
THE ACCURACY OR ADEQUACY OF THIS OFFERING DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS CAREFULLY.
<PAGE>
All prospective investors will have an opportunity to meet with representatives
of the Company to verify any of the information included herein and to obtain
additional information regarding the Company. Copies of all documents,
contracts, financial statements and other Company records will be made available
for inspection during normal business hours upon request to the Company.
Prospective investors will be asked to acknowledge in the Subscription Agreement
that they have read this Prospectus carefully; that they were given the
opportunity to obtain additional information; and that they did so to their
satisfaction.
No person is authorized to give any information or to make any representation
not contained in this Prospectus except as noted above with regard to questions
asked of the Company and, if given or made, such information or representation
must not be relied upon as having been authorized. This Prospectus does not
constitute an offer to sell or the solicitation of an offer to buy any
securities to any person in any jurisdiction where such offer or solicitation
would be unlawful. The delivery of this Prospectus at any time does not imply
that the information contained herein is correct as of any time subsequent to
its date.
THE COMPANY HAS THE RIGHT TO ACCEPT OR REJECT SUBSCRIPTIONS IN WHOLE
OR IN PART, FOR ANY REASON OR FOR NO REASON.
<PAGE>
<TABLE>
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MEDINA COFFEE, INC. - PROSPECTUS
TABLE OF CONTENTS
<S> <C>
PROSPECTUS SUMMARY................................................................................................0
SELECTED FINANCIAL INFORMATION....................................................................................0
AVAILABLE INFORMATION.............................................................................................1
REPORTS TO SECURITY HOLDERS.......................................................................................1
INVESTOR SUITABILITY STANDARDS....................................................................................1
DELIVERY OF PROSPECTUS BY DEALERS.................................................................................2
RISK FACTORS......................................................................................................2
Start-up or Development Stage Company....................................................................2
Dependent upon Offering - Insignificant Working Capital..................................................2
Reliance Upon Officers, Directors and Key Employees......................................................2
Expected Losses..........................................................................................2
No Operating History.....................................................................................2
Competition..............................................................................................3
Dependence on Single Product Line........................................................................3
Dependence on Third Party Coffee Suppliers...............................................................3
Fluctuations in the Availability and Cost of Green Coffee................................................3
Government Regulation....................................................................................3
Conflicts of Interests...................................................................................4
Continued Control by Management..........................................................................4
No Firm 4
Dividend Policy..........................................................................................4
Arbitrary Offering Price.................................................................................4
Possible Depressive Effect of Future Sales by Present Shareholders.......................................4
No Trading Market for Company's Common Stock.............................................................5
Risks of Low-Priced Stocks...............................................................................5
Possible Use of Debt Financing...........................................................................5
Year 2000................................................................................................5
USE OF PROCEEDS...................................................................................................5
DILUTION..........................................................................................................6
BUSINESS OF THE COMPANY...........................................................................................6
History..................................................................................................6
Proposed Business of the Company.........................................................................6
Industry Overview........................................................................................7
Business Strategy........................................................................................7
Sales and Marketing......................................................................................8
Competition..............................................................................................9
Limited Operating History................................................................................9
Employees................................................................................................9
Description of Property..................................................................................9
Previous Stock Issuances of Company.....................................................................10
Government Regulation...................................................................................10
MANAGEMENT OF COMPANY............................................................................................10
Directors, Executive Officers and Key Employees.........................................................10
Harry Miller............................................................................................10
Compensation of Directors, Officers and Key Employees...................................................10
INDEMNIFICATION..................................................................................................10
STOCK OPTIONS....................................................................................................11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...................................................11
Future Sales by Present Shareholders....................................................................11
DESCRIPTION OF SECURITIES........................................................................................11
Shares..................................................................................................11
Transfer Agent..........................................................................................12
SHARE CAPITAL STRUCTURE..........................................................................................12
MARKET INFORMATION...............................................................................................12
OFFERING.........................................................................................................13
Offering Being Made by the Company......................................................................13
Opportunity to Make Inquiries...........................................................................13
Procedures for Prospective Investors....................................................................13
DEBT.............................................................................................................13
LITIGATION.......................................................................................................13
FINANCIAL STATEMENTS.............................................................................................14
</TABLE>
<PAGE>
PROSPECTUS SUMMARY
The following summary information is qualified in its entirety by the
detailed information and financial statements appearing elsewhere in the
Prospectus.
THE OFFERING
Securities Offered: 200,000 Shares (See "Description of
Securities")
Offering Price Per Share: $ 0.05 per common share in the capital stock
of the Company with a par value of $0.001
per share ("Share").
Offering: The Shares are being offered by the Company
for a period not to exceed 36 days,
commencing on the date of this Prospectus,
on a Best Efforts basis. (See "Offering").
Net Proceeds: Approximately $10,000 (See "Use of
Proceeds")
Use of Proceeds: Espresso Cart: $ 6,150
Offering Expenses: $ 500
General Corporate Purposes: $ 3,350
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Total $ 10,000
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Number of Shares of the
Common Stock Outstanding Before the Offering: 900,100
Shares: 200,000
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After the Offering: 1,100,100
Risk Factors: The securities offered in this
Prospectus involve a high degree of risk and
immediate substantial dilution and should
not be purchased by investors who cannot
afford to lose their entire investment. Such
risk factors include, among others, lack of
operating history and limited resources,
discretionary use of proceeds, no escrow of
proceeds, and competition in selected area
of business. (See "Risk Factors").
SELECTED FINANCIAL INFORMATION
BALANCE SHEET DATA: Inception to March 31, 2000 (Audited)
Current Assets: $ 2,067.00
Other Assets: $ 0.00
Total Assets: $ 2,067.00
Total Liabilities: $ 2,500.00
Accumulated Loss: ($ 1,233.00)
Shareholders Equity: ($ 433.00)
INCOME STATEMENT DATA: Inception to March 31, 2000 (Audited)
Total Income: $ 0.00
Total Expenses: ($1,233.00)
Net Profit (Loss): ($ 1,233.00)
(See Financial Statements - Schedule I)
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the United States Securities and Exchange Commission
(the "Commission") a Registration Statement on Form SB-1, under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the shares
offered hereby. As permitted by the rules and regulations of the Commission,
this Prospectus does not contain all of the information contained in the
Registration Statement. For further information regarding both the Company and
the shares offered, reference is made to the Registration Statement, including
all exhibits and schedules thereto, which may be inspected without charge at the
public reference facilities of the Commission's Washington, D.C. office, 450
Fifth Street, N.W., Washington, D.C. 20549. Copies may be obtained from the
Washington, D.C. office upon request and payment of the prescribed fee.
We may elect not to file a Form 8-A or other Registration Statement under the
Securities Exchange Act of 1934 and, therefore, will only be subject to Section
15(d) following the effective date, therefore the proxy rules, short-swing
profits regulations, beneficial ownership reporting regulations and the bulk of
the tender offer regulations will not apply to us.
We intend to furnish our stockholders with annual reports containing
consolidated financial statements audited and reported upon by our independent
accounting firm and such other periodic reports as we may determine to be
appropriate or as may be required by law.
We are an electronic filer. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission. The Commission's Web site
address is (http://www.sec.gov).
As of the date of this Prospectus, we became subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, will file reports and other information with
the Commission. Reports and other information filed by us with the Commission
pursuant to the informational requirements of the Exchange Act will be available
for inspection and copying at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the following regional offices of the Commission: New York regional Office,
Seven World Trade Center, 13th Floor, New York, New York 10048; Chicago Regional
Office, 500 West Madison Street, Chicago, Illinois 60661. Copies of such
material may be obtained from the public reference section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
REPORTS TO SECURITY HOLDERS
Copies of our Annual, Quarterly and other Reports which will be filed by us with
the Commission commencing with the Quarterly Report for the first quarter ended
after the date of this Prospectus (due 45 days after the end of such quarter)
will also be available upon request, without charge, by writing Medina Coffee,
Inc., P.O. Box 741, Bellevue, Washington 98009.
INVESTOR SUITABILITY STANDARDS
The purchase of the Shares involves significant risks and is not a suitable
investment for all potential investors.
For reasons described below and under "Risk Factors", the purchase of Shares
should be considered appropriate only for "sophisticated investors" interested
in a long term investment and not for resale. A prospective investor, in
determining whether a Share is a suitable instrument, should consider carefully
that there will be a limited number of Shares sold and that transferability of
the underlying securities thereof may be limited for a time; no active public or
secondary market will develop for the underlying securities. The offering price
has been arbitrarily determined by the Company and bears no relationship to
assets, earnings or other criteria of value. No assurance can be given that the
securities underlying the Shares will have a market value or that they can be
resold at this price if and when an active secondary market might exist.
The economic benefit of an investment in the Shares depends upon the ability of
the Company to successfully implement its business plan. The accomplishment of
this goal may depend upon, among other things, such investor's objectives and
their ability to accept highly speculative risks, including the risk of total
loss of his or her investment in the Shares. Purchase of the Shares is suitable
only for persons of economic means who have adequate means of providing for
their current needs, even if investment in the Shares results in a total loss.
Accordingly, no investor should purchase Shares with funds which they may need
to convert to cash and for which they cannot bear the risk of loss. The Company
reserves the right to accept or reject any subscription to purchase Shares.
1
<PAGE>
DELIVERY OF PROSPECTUS BY DEALERS
Until 90 days after the effective date of this Prospectus, all dealers effecting
transactions in the registered shares, whether or not participating in this
distribution, may be required to deliver a Prospectus. This is in addition To
the obligation of dealers to deliver a prospectus when acting as underwriters
with respect to their unsold allotments or subscriptions.
RISK FACTORS
THE PURCHASE OF THE SECURITIES BEING OFFERED BY THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK TO THE INVESTORS AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN
AFFORD TO LOSE THEIR ENTIRE INVESTMENT. (SEE "RISK FACTORS" AND "DILUTION"). THE
OFFERING PRICE HAS BEEN ARBITRARILY DETERMINED BY THE COMPANY BASED UPON WHAT IT
BELIEVES PURCHASERS OF SUCH SPECULATIVE ISSUES WOULD BE WILLING TO PAY FOR THE
SECURITIES OF THE COMPANY AND BEARS NO RELATIONSHIP WHATSOEVER TO ASSETS,
EARNINGS, BOOK VALUE OR ANY OTHER ESTABLISHED CRITERIA OF VALUE.
Prior to investing in the Shares, a prospective investor should consider
carefully the following risks and highly speculative factors which may affect
the business of the Company. In analyzing this Offering, prospective investors
should carefully consider, among other factors, the following:
Start-up or Development Stage Company
The Company has just commenced operations and it is considered a "start-up" or
"development stage" company. The purchase of the securities offered in this
Offering must be regarded as placing funds at a high risk in a new or "start-up"
venture with all the unforseen costs, expenses, problems, and difficulties to
which such ventures are subject. Furthermore, there can be no assurance that the
Company's concept and products will be as well accepted in the Puget Sound
markets or that the Company will be successful in selecting its initial market
and kiosk site.
Dependent upon Offering - Insignificant Working Capital
The Company presently has limited working capital and its ability to continue
its operations and operate as a going concern is wholly contingent upon the
successful completion of this Offering and the receipt of the proceeds from the
sale of its products. As of this date, the Company has generated minimal income
from its operations, and there can be no assurance that any such income will be
forthcoming in the future.
Reliance Upon Officers, Directors and Key Employees
The Company is wholly dependent, at present, upon the personal effects and
abilities of its officers and directors. The Company will need to continue to
attract and retain highly qualified people with the appropriate technical and
management skills. (See Management).
Expected Losses
The Company expects to incur losses during its first year of operation. There
can be no assurances that the Company will achieve profitability in the future,
or, if so, as to the timing or amount thereof. (See Financial Statements and
Business of the Company).
No Operating History
The Company was originally incorporated as Medina Copy, Inc. on October 4, 1999,
in the State of Nevada. The Company has had no operational history since
inception. The likelihood of success of the Company must be considered in light
of the risks, expenses, difficulties and delays frequently encountered in
connection with the operation and development of a business in its early stages.
There is, therefore, nothing at this time upon which to base an assumption that
the Company's business will prove successful, and there is no assurance that it
will be able to operate profitably. (See Business of the Company).
2
<PAGE>
Competition
The specialty coffee market is highly competitive. Some of the Company's
competitors have greater financial and marketing resources and brand name
recognition combined with a larger customer base than the Company. The Company
will compete with a number of specialty coffee retailers including Starbuck's
Coffee, SBC and Peet's Coffee & Tea as well as other lesser know companies.
Nationally, coffee manufacturers such as Kraft, General Foods, Proctor and
Gamble, and Nestle distribute coffee products in supermarkets and convenience
stores, which may serve as substitutes for the Company's coffees and coffee
drinks. The Company's coffee beverages compete directly against all restaurant
and beverage outlets that serve coffee and a growing number of espresso stands,
carts, and stores. The Company's whole bean coffees and its coffee beverages
compete indirectly against all other coffees on the market. The Company believes
that its customers choose among retailers primarily on the basis of product
quality, service and convenience, and, to a lesser extent, on price. See
"Business -- Competition."
Dependence on Single Product Line
Approximately two-thirds of the Company's revenue is derived from the sale of
coffee beverages. Any significant health concerns with respect to coffee could
result in decreased coffee consumption and have a material adverse effect on the
Company.
Dependence on Third Party Coffee Suppliers
The Company does not intend to roast any of its own coffees. Instead, the
Company envisions entering into periodic supply agreements with third parties.
At this time the Company has no established supply relationships. The Company
may be unable to enter into supply contracts with third parties to supply high
quality roasted beans. There is no assurance that the Company will be able to
establish a suitable supply relationship for roasted coffee or, if established,
that such sources of supply would be able to provide the Company with the
quantities or the quality of roasted beans that the Company requires. The
inability of the Company to enter into a suitable supply agreement could have a
material adverse effect on the Company.
Fluctuations in the Availability and Cost of Green Coffee
Any supplier from whom the Company might purchase coffee, is subject to
volatility in the supply and price of green coffee beans. Although most coffee
trades in the commodity market, coffee of the quality sought by the Company
tends to trade on a negotiated basis at a substantial premium above commodity
coffee pricing, depending upon the supply and demand at the time of purchase.
Supply and price can be affected by many factors such as weather, politics and
economics in the producing countries. At various times, organizations such as
the International Coffee Organization and other groups such as the Association
of Coffee Producing Countries have attempted to reach agreements or take actions
that would cause prices to rise.
Coffee prices are extremely volatile. The Company believes that increases in the
cost of its purchased coffee can, to a certain extent, be passed through to its
customers in the form of higher prices for beans and beverages sold in the
Company's espresso carts. The Company believes that its customers will accept
reasonable price increases made necessary by increased costs. The Company's
ability to raise prices, however, may be limited by competitive pressures if
other major specialty coffee retailers do not raise prices in response to
increased coffee prices. The Company's inability to pass through higher coffee
prices in the form of higher retail prices for beans and beverages could have a
material adverse effect on the Company. Alternatively, if coffee prices remain
too low, there could be adverse impacts on the level of supply and quality of
coffees available from producing countries, which could have a material adverse
effect on the Company.
Government Regulation
The food service industry is subject to extensive federal, state and local
government regulation relating to the development and operation of food service
outlets, including laws and regulations relating to building and seating
requirements, the preparation and sale of food, cleanliness, safety in the
workplace, accommodations for the disabled and the Company's relationship with
its employees, such as minimum wage requirements, anti-discrimination laws,
overtime and working conditions and citizenship requirements. The failure to
obtain or retain necessary food licenses, substantial increases in the minimum
wage or substantial increases in payroll taxes to fund mandatory health-care or
employee benefit programs could have a material adverse effect on the Company.
3
<PAGE>
Conflicts of Interests
Management of the Company may devote time to other companies or projects which
may compete, directly or indirectly, with the Company. An attempt will be made
with regard to any conflicts of interest between the Company and management to
resolve such conflicts in favor of the Company. Persons considering the purchase
of securities pursuant to this Offering must appreciate that they will be
required to rely on the judgment of these individuals in resolving such
conflicts as they may arise.
Continued Control by Management
Following completion of this offering, the directors and officers of the Company
will beneficially own, in the aggregate, approximately 82% of the outstanding
Common Stock. As a result, such persons may as a practical matter be able to
delay or prevent a change of control of the Company that is favored by the other
stockholders and may be able to effect many fundamental corporate changes such
as amendment of the Company's Restated Articles of Incorporation (the
"Articles") and the election of directors. See "Management" and "Principal and
Selling Stockholders."
No Firm Placement or Underwriting
No one has guaranteed the purchase or sale of the Shares and underlying
securities offered hereby. The Shares are being offered directly by management
of the Company for a period not to exceed 36 days, commencing on the date of
this Prospectus, on a "Best Efforts" basis. (See Offering)
Dividend Policy
The Company has never paid a cash dividend on its common shares nor will they in
the foreseeable future. Accordingly, investors who anticipate the need for
immediate income from their investments by way of cash dividends should refrain
from purchasing any of the securities offered hereby.
Arbitrary Offering Price
The offering price of the Shares has been arbitrarily determined by the Company
based upon what it believes purchasers of such speculative issues would be
willing to pay for the Shares of the Company and does not necessarily bear any
material relationship to book value, par value, or any other established
criterion of value. (See Plan of Distribution)
Possible Depressive Effect of Future Sales by Present Shareholders
The Company currently has 900,100 shares of the common stock issued and
outstanding, all of which have not been registered with the Securities and
Exchange Commission or any state securities agency and of which all 900,100
shares are currently restricted pursuant to Rule 144 promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
Rule 144 provides, in essence, that a person holding restricted securities for
one year from the date the securities were bought from the Company, or an
affiliate of the Company, and fully paid, may sell limited quantities of the
securities to the public without registration, provided there shall be available
adequate current public information with respect to the Company. Such
information shall be deemed to be available if the Company is current in filing
its reports with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1933, as amended, or for a non-reporting issuer,
current information available about the Company covering all items contained in
the Company's original 15c2-11 - Information and Disclosure Statement including
financial statements for the last two years. Sales of securities held for one
year of an affiliate are limited to one percent of the total outstanding shares
of the Company during the three months preceding the sale. An "affiliate" is
defined, for the purposes of Rule 144, as a person who directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is under
common control with, such issuer. Further, the securities must be sold in
brokers transactions within the meaning of Rule 144. Pursuant to Rule 144, such
securities held by non-affiliates for more than one year may be sold without
reference to the current public information of broker transaction requirements,
or the one percent selling limitation. None of the current outstanding
restricted shares of the Company are available for resale pursuant to Rule 144.
The sale of some or all of the currently restricted shares of common stock of
the Company could have a material negative impact upon the market price, if any,
of the Shares and underlying securities. (See "Market Information" and "Security
Ownership of Certain Beneficial Owners and Management".)
4
<PAGE>
No Trading Market for Company's Common Stock
There is no trading market for the Company's Common Stock at present and there
has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities. There is no assurance that a trading market will ever
develop or, if such a market does develop, that it will continue. (See Market
Information)
Risks of Low-Priced Stocks
Securities which trade below $5.00 per share are subject to the requirements of
certain rules promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), which require additional disclosure by broker-dealers in
connection with any trades involving a stock defined as a "penny stock"
(generally, any non-NASDAQ equity security that has a market price of less than
$5.00 per share, subject to certain exceptions). Such rules require the
delivery, prior to any penny stock transaction, of a disclosure schedule
explaining the penny stock market and the risks associated therewith, and impose
various sales practice requirements on broker-dealers who sell penny stocks to
persons other than established customers and accredited investors (generally
defined as an investor with a net worth in excess of $1,000,000 or annual income
exceeding $200,000, $300,000 together with a spouse). For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to sale. The broker-dealer also must disclose the commissions
payable to the broker-dealer, current bid and offer quotations for the penny
stock and, if the broker-dealer is the sole market-maker, the broker-dealer must
disclose this fact and the broker-dealer's presumed control over the market.
Such information must be provided to the customer orally or in writing prior to
effecting the transaction and in writing before or with the customer
confirmation. Monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. The additional burdens imposed upon
broker-dealers by such requirements may discourage them from effecting
transactions in the securities underlying the Shares, which could severely limit
the liquidity of the securities underlying the Shares and the ability of
purchasers in this Offering to sell the securities underlying the Shares in the
secondary market.
Possible Use of Debt Financing
There are currently no limitations relating to the Company's ability to borrow
funds to increase the amount of capital available to the Company to finance the
operations of its business. The amount and nature of any borrowing by the
Company will depend on numerous considerations, including the Company's capital
requirements, the Company's perceived ability to meet debt service on any such
borrowing and the then prevailing conditions in the financial markets, as well
as general economic conditions. There can be no assurance that debt financing,
if required or otherwise sought, would be available on terms deemed to be
commercially acceptable and in the best interests of the Company. The inability
of the Company to borrow funds required to effect its business plan, may have a
material adverse effect on the Company's financial condition and future
prospects. Additionally, to the extent that debt funding ultimately proves to be
available, any borrowing may subject the Company to various risks traditionally
associated with incurring of indebtedness, including the risks of interest rate
fluctuations and insufficiency of cash flow to pay principal and interest.
Year 2000
The Year 2000 issue arises due to computer programs using two digits rather than
four to define an applicable year. Computer programs may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in system
failures or miscalculations leading to disruptions in the Company's operations.
If the Company or its significant customers or suppliers fail to adequately
address the Year 2000 issue, such failure could have an adverse impact on the
Company's ability to operate its business.
The Company intends to review and, if necessary, correct Year 2000 issues
identified in all of the operations it acquires. This includes software utilized
in financial and operational computer systems, impact on manufacturing plants
and building facilities. The Company also intends to investigate the Year 2000
capabilities of suppliers, customers and other external entities, and developing
contingency plans where necessary.
USE OF PROCEEDS
The Company estimates that the net proceeds from this Offering will be
approximately $ 9,500, after deducting the Offering expenses including legal and
accounting fees payable by the Company. It is anticipated such proceeds will be
5
<PAGE>
sufficient to proceed with the initial proposed projects of the Company. The net
proceeds of this Offering will be deposited immediately into the Company's
corporate account to be utilized as follows:
Acquisition of Espresso Cart: $ 6,150
General Corporate Purposes: $ 3,350
-------
Total $ 9,500
-------
While the Company currently intends to utilize the proceeds of this Offering
substantially in the matter set forth above, the Company reserves the right to
change such use if, in the judgment of the Board of Directors, such changes are
advisable.
DILUTION
Prior to this Offering and as of March 31, 2000, the Company had a total of
900,100 shares issued and outstanding and, a net tangible book value of
($433.00) or $ 0.0004 per share. Net tangible book value per share represents
the amount of the Company's tangible assets, less total liabilities, divided by
the number of shares of the common stock of the Company outstanding. Without
taking into account any further adjustments in net tangible book value other
than to give effect to the sale of the 200,000 Shares offered hereby (after
deduction of Offering expenses) the pro forma net tangible book value of the
Company at March 31, 2000, would have been $ 12,067 or $ 0.01 per share of the
common stock of the Company representing an increase in net tangible book value
to existing shareholders of $ 0.01 per share and a dilution of $ 0.04 per share
to new investors.
Public offering price per Share: $ 0.050
Net tangible book value, per share, before Offering (1): $ 0.0004
Pro forma net tangible book value per share after Offering (2):$ 0.010
Increase per share attributable to new investors: $ 0.010
Dilution per share to new investors (3): $ 0.040
Note:
1. "Net tangible book value per share" is determined by dividing
the number of shares of common stock outstanding into the net
tangible book value of the Company (tangible assets less total
liabilities).
2. Since there can be no assurances as to how many, if any Shares
will be sold, the pro forma net tangible book value per share
may vary from that set forth above after the Offering.
3. "Dilution" means the difference between the public offering
price per share and the net tangible book value per share of
common stock after giving effect to the Offering.
Each of the current shareholders of the Company paid $ 0.002 per share for
900,100 shares of common stock of the Company currently outstanding compared to
the offering price of $ 0.05 per Share deemed to be paid by investors in this
offering.
BUSINESS OF THE COMPANY
History
Medina Coffee, Inc. was originally incorporated in the State of Nevada on
October 4, 1999 under the name Medina Copy, Inc. The Company immediately changed
its name to Medina Coffee, Inc. on October 6, 1999. Prior to October 1999, the
Company has never conducted business. The principal address of the Company is
P.O. Box 741, Bellevue, Washington 98009.
The Company is in the development stage, being a company that is in the early
stages of starting an espresso cart business for the distribution of coffee and
coffee related products.
Proposed Business of the Company
The Company is a development-stage company which was founded for the purpose of
building a retail premium coffee business that sells premium quality coffee
drinks through Company-owned and operated retail espresso carts. The Company's
objective is to establish itself as the leading purveyor of premium espresso
carts in the Puget Sound Area, a market that Management is not fully exploited
at the current time.
6
<PAGE>
Industry Overview
The specialty coffee retail business in the United States is growing rapidly and
is disproportionately concentrated in the Pacific Northwest, particularly
Washington and Oregon. Industry sources estimate that total retail sales of
specialty coffee through all distribution channels will grow to $5.0 billion by
1999 from an estimated $1.5 billion in 1989 and that coffee cafes, including
espresso carts and kiosks, will be the fastest growing distribution channel. It
is estimated that the number of coffee cafes, espresso bars and espresso carts
will increase from approximately 3,000 in 1995 to approximately 10,000 by 1999.
Even at 10,000 units, the market remains far from saturated. One publicly traded
specialty coffee retailer has estimated the potential market for specialty
coffee cafes in the United States alone at 40,000 units.
Industry observers suggest that several factors underlie the recent increase in
demand for specialty coffees, which are made from superior beans roasted to
specifications that produce coffee with more flavor and consumer appeal. A high
proportion of consumers in the United States now recognize and appreciate the
difference in quality between instant and canned coffees and specialty coffees.
Industry sources estimate that approximately 31.0% of all coffee consumed in the
United States in 1995 was specialty coffee, an increase from approximately 3.6%
in 1983.
Another factor leading to the increase in specialty coffee consumption is the
growing popularity of specialized coffee beverages in which coffee or espresso
is combined with steamed milk to produce lattes, cappuccinos and similar
beverages. These specialty coffee beverages are typically served in restaurants
and coffee houses using sophisticated, high-pressure machines. The rapid
expansion of Starbucks and other specialty coffee houses nationwide has also
contributed to greater consumer awareness and appreciation of specialty coffee.
In addition to increased consumer awareness and appreciation of specialty
coffee, the rapid growth in the specialty coffee retail business has been
attributed to an increased desire by consumers for a small indulgence. Specialty
coffee beverages and complementary products offered in a pleasant environment
provide consumers the opportunity to enjoy that small indulgence. Industry
observers have also noted that the increasing number of people seeking a
non-alcoholic locale where they can go as an alternative to home and work is
contributing to the popularity of specialty coffee houses.
Business Strategy
The Company will offer only the highest-quality coffee, at the same time
providing the service as quickly as possible, realizing the demand for coffee
drinks to people on the go. All types of espresso coffee drinks will be served,
including iced coffee drinks and various types of premium blended and ground
coffee.
The Company will sell its specialty coffees through company-owned and operated
espresso carts. The small size of the carts, approximately four feet long, three
feet deep and four feet high, enable the espresso carts to be located in
non-traditional, key intercept market locations. The low cost and ease of
relocation of these espresso carts, enables a short lead time from the setup to
the delivery of coffee drinks to the customer.
Standard equipment in an espresso cart includes a two-group espresso machine,
two espresso grinders, a coffee brewer, blender, and cash register, and display
rack for baked goods and other non-coffee items. The basic espresso cart will be
finished in an upscale design.
Espresso carts located within or outside downtown buildings will likely be open
from 8 a.m. to 6 p.m. five days per week. Other espresso carts, those located in
shopping centers or transportation terminals, for example, will likely be open
to 9 p.m. or later, seven day per week. The typical staff per retail espresso
cart will consist of one full-time full-time employee. Each employee will be
trained to be knowledgeable about premium gourmet coffee. Espresso cart
operations will be service driven, with emphasis on personalized service while
providing a quality product to the customer.
The espresso cart design will be upscale, emphasizing Medina Coffee, Inc.
branding and style. The espresso cart design will reflect the Company's
principle position, of that of a local coffee company, representing the feel and
the attitude of the Puget Sound and the Pacific West Coast. The espresso carts
are intended to be billboards themselves as the Company opens new locations.
Point of sale signage, custom bags, boxes, cups, gift sets, products and
literature with the Company's distinctive name and logo are intended to increase
name awareness and to portray the Company's image in terms of color, layout,
typeface, wording, graphics and display.
7
<PAGE>
The cost of building and equipping an espresso cart have been estimated as
follows:
Cost to acquire an espresso cart $ 3,000
One group espresso machines 400
One express grinders - $350 each 350
One coffee brewer 100
One blender 100
One cash register (ii) 1,000
Two display racks - $100 each 200
Miscellaneous 1,000
--------
Total cost $ 6,150
========
The Company has also considered renting rather than purchasing such items as the
espresso cart, espresso machines, espresso grinders, and the cash registrar.
The Company's business strategy is as follows.
----------------------------------------------------------------------
1. The Company will undertake an analysis marketing and
demographic research to select store sites acceptable
espresso cart locations. This will entail communicating with
landlords of office buildings, meeting with managers of
transportation terminals and sporting facilities to
determine ideal locations for the installation of espresso
carts.
----------------------------------------------------------------------
2. Design and outfit first "test" espresso cart including
merchandising sales material.
----------------------------------------------------------------------
3. Open first espresso cart site. The Company will focus on the
best way ensure that each espresso cart provides a
consistent quality product and a superior level of customer
service. This experience obtained in running this first
espresso cart will serve as the basis for the Company's
operations procedural manual and as part of its marketing
program as the Company strives for increased exposure in the
community.
----------------------------------------------------------------------
4. Evaluate the operating success of the first espresso cart
and fine tune operation procedures and future growth plans.
Determine the number of feasible locations in which espresso
carts will be placed. Depending upon the amount of capital
resources available to it, during the next 12 months the
Company anticipates opening up to twenty additional expreso
carts in the Bellevue, Medina and Seattle area. This number
may not be realistic as it may not be possible to fund all
new espresso carts with funds generated from sales.
Therefore the Company will have to give consideration to
either debt financing or issuing more of its common stock.
----------------------------------------------------------------------
The Company's plans will require substantial capital investment. Management of
the Company estimates it will need a minimum of $ 200,000 over the next twelve
months to implement its business strategy. The Company intends to pay for its
expansion using cash generated from sales of operating espresso carts, capital
stock, notes and/or assumption of indebtedness. There can be no assurance,
however, that such financing will be available on terms satisfactory to the
Company, if at all. Failure by the Company to obtain sufficient additional
capital in the future will limit or eliminate the Company's ability to implement
its business strategy. Future debt financings, if available, may result in
increased interest and amortization expense, increased leverage, decreased
income available to fund further acquisitions and expansion, and may limit the
Company's ability to withstand competitive pressures and render the Company more
vulnerable to economic downturns. Future equity financings may dilute the equity
interest of existing stockholders.
Sales and Marketing
The Company will identify the highest-visibility, highest-foot traffic key
market intercept locations and acquire them where possible. The small size of
the espresso carts and their free-standing nature enable the espresso carts to
be installed in non-traditional locations. In many cases, the locations sought
by the Company are atriums and lobbies, anchored by vacant nooks, crannies, or
corners; and, as a result, the locations are not presently occupied, nor do
retailers regard them as location opportunities in general.
8
<PAGE>
The Company's initial focus will be key market intercept locations within the
retail malls that anchor the commercial high-rises in the business core of
Medina Bellevue, and Seattle. The Company has estimated the cost of acquiring a
good location will be approximately $3,000 per espresso cart or a monthly
royalty at 5% of the espresso carts' sales. Expanding revenue in a
non-traditional location, where revenue is not currently being generated, will
create a "win-win" solution for both parties.
Competition
The coffee market is highly competitive in that there are number coffee houses
throughout the Puget Sound. Such names as Starbucks Coffee, SBC, Peet's Coffee
and Tea and Tully's are household names in Seattle and surrounding area and
command a great following. In addition, every restaurant serves coffee,
theaters, sports facilities, hotels often provide free coffee in each of its
guest rooms and nearly every office offers coffee to visitors while they either
wait or are in a meeting.
To compete against the well such known names of Starbucks Coffee and SBC will be
difficult for the Company since these companies have a strong following of
coffee drinkers and can offer, in the majority of cases, a place for their
customers to sit while enjoying their coffee. In addition, they offer a wide
variety of coffee drinks to satisfy every coffee taste. The Company will be
limited in the number of different coffee drinks it can offer.
Against smaller, localized operators, the Company will compete on the basis of
location, specialization, quality service, branding and professional management,
while taking advantage of Puget Sound resident's loyalty to their city and their
affinity to support local companies. There can be no assurance that the Company
will be able to establish itself in the Puget Sound coffee market by building a
solid customer base.
Management believes there are certain areas within each city which are important
to the Company's development and marketing due to their demographics, visibility
and/or population density. These areas are primary Company targets for its new
retail store. Industry competitors often target the same areas for similar
reasons. The Company intends to open its new retail stores in these areas, even
if it means being across the street or in the same office building as a
competitor.
The Company faces intense competition for a suitable new store site and for
qualified personnel to operate its proposed store. There can be no assurance
that the Company will be able to continue to secure a site at acceptable rent
levels or that the Company will be able to attract a sufficient number of
qualified workers. The Company's proposed wholesale and office coffee service
businesses also face significant competition from established wholesale and mail
order suppliers, many of whom have greater financial and marketing resources
than the Company.
Limited Operating History
The Company since its inception has never conducted any line of business. The
Company has no operating history and, accordingly, there is only a limited basis
on which to evaluate the Company's prospects for achieving its intended business
objectives. To date the Company's activities have been limited to organizational
activities and this Offering. The Company has limited resources and minimal
revenues to date.
Employees
As at June 23, 2000, the Company did not have any employees either part time or
full time. Mr. Harry Miller, the executive officer of the Company is involved in
the affairs of the Company as required. He is not employed full time by the
Company. Nevertheless, he was responsible for incorporating the Company,
developing the Company's coffee concept, engaging the services of professionals
to assist in the development of the Company, prepare documents as required and
undertake other duties which are normally the responsibility of the executive
officers of company. The Company is not a party to any employment contracts or
collective bargaining agreements. The Company does not believe it will have
problems in attracting suitable employees. The Bellevue area has a relatively
large pool of people experienced in food preparation and dealing with customers.
In addition, there is no lack of people who have experience in general office
duties.
Description of Property
9
<PAGE>
The Company neither owns or leases any real property. At present, offices are
provided at no cost to the Company by Mr. Harry Miller the President and Chief
Executive Officer of the Company. This arrangement is expected to continue until
such time as the Company becomes involved in a business venture which
necessitates its relocation, as to which no assurances can be given. The Company
has no agreements with respect to the maintenance or future acquisition of
office or coffee outlet facilities.
Previous Stock Issuances of Company
The Company issued 900,100 shares in the common stock of the Company at a
purchase price of $ 0.002 per share on October 5, 1999, to Mr. Harry Miller the
founder of the Company.
Government Regulation
The Company is subject to the general laws and regulations relating to the food
service industry. There are no specific laws or regulations that govern the
coffee industry as a whole, or coffee retailers specifically, that are
materially different than other retail or wholesale food businesses.
MANAGEMENT OF COMPANY
Directors, Executive Officers and Key Employees
The names, ages and respective positions of the current directors, executive
officers and key employees of the Company are:
Name Age Position
Harry Miller 65 President, Chief Executive Officer, Secretary,
Treasurer & Director
The Company intends to recruit and appoint additional directors and officers as
needed who have the requisite complement of skills to successfully implement the
mandate of the Company. Currently the Company has no employees other than those
cited above. The Company will recruit employees as the Company grows and
develops.
Harry Miller, is the President, Chief Executive Officer, Secretary and Treasurer
of the Company. Mr. Miller brings years of experience in starting new
enterprises having spent the last thirty years in the founding of many companies
that subsequently raised capital via a public distribution. Most of these
companies were in the medical products and health care industries. In the past
he has served in many capacities including President, Chief Financial Officer
and Director. Mr. Miller has been semi-retired over the past five years.
The term of office of each director is one year or until his successor is
elected at the annual meeting of the Company and qualified. The term of office
for each officer of the Company is at the pleasure of the Board of Directors.
The Board of Directors has no nominating, auditing or compensation committee.
There are no arrangements or understandings between any of the officers or
directors and any other persons pursuant to which such officer or director was
selected as an officer or director.
Compensation of Directors, Officers and Key Employees
Directors are permitted to receive fixed fees and other compensation for their
services as directors, as determined by the Board of Directors. No amounts have
been paid to directors of the Company in such capacity.
INDEMNIFICATION
The Company will indemnify a director or officer of the Company against all
costs, charges and expenses (including an amount paid to settle an action or
satisfy a judgment) reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of the Company provided he acted
honestly and in good faith with a view to the best interests of the Company and
in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, had reasonable grounds for believing that his
conduct was lawful.
10
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions. The Company has been informed
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is therefore
unenforceable.
STOCK OPTIONS
There are no outstanding options. It is the intention of the Board of Directors
to grant stock options to directors, officers and future employees at some time
in the future. At the present time no consideration has been given to the
granting of stock options.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the Common Stock
ownership as of June 23, 2000 of each officer, director, promoter, or
shareholder who is known to the Company as management or to be the beneficial
owner or more than ten percent of the Company's Common Stock.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent of Class
of Beneficial Owner Beneficial Ownership (1) Before Offering After Offering (2)
---------------------- --------------------------------------- --------------------------------------
<S> <C> <C>
Harry Miller (3) 900,100 100%/82%
Bellevue, WA (Restricted securities as defined in
the Securities Act of 1933)
---------------------- --------------------------------------- --------------------------------------
Notes:
<FN>
1. Unless otherwise indicated, the named party is believed to have sole
investment and voting control of the shares set forth in the above table.
2. Assuming all 200,000 Shares are sold.
3. Mr. Miller does not intend to purchase up shares under this Offering.
</FN>
</TABLE>
Future Sales by Present Shareholders
The Company currently has 900,100 shares of the common stock issued and
outstanding, all of which have not been registered with the Securities and
Exchange Commission or any state securities agency and of which all 900,100
shares are currently restricted pursuant to Rule 144 promulgated by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
Under Rule 144, as currently in effect, subject to the satisfaction of certain
other conditions, a person, including an affiliate of the Company (or persons
whose shares are aggregated), who has owned restricted shares beneficially for
at least one year is entitled to sell, within any three-month period, a number
of shares that does not exceed the greater of 1% of the total number of
outstanding shares of the same class or, if the shares are quoted on an exchange
or NASDAQ, the average weekly trading volume during the four calendar weeks
preceding the sale. A person who has not been an affiliate of the Company for at
least three months immediately preceding the sale and who has beneficially owned
the shares to be sold for at least one year is entitled to sell such shares
under Rule 144 without regard to any of the limitations described above. No
prediction can be made as to the effect, if any, that sales of such shares or
the availability of such shares for sale will have on the market prices for
shares of the Company prevailing from time to time. Nevertheless, the sale of
substantial amounts of shares in the public market would likely adversely affect
prevailing market prices for the Company's shares and could impair the Company's
ability to raise capital through the sale of its equity securities. None of the
current outstanding restricted shares of the Company are available for resale
pursuant to Rule 144.
DESCRIPTION OF SECURITIES
Shares
11
<PAGE>
The Company is authorized to issue 50,000,000 shares of common stock, par value
$0.001 per share. The Company has no other classes of stock. As of June 23,
2000, the Company had outstanding 900,100 shares of common stock. All shares of
the common stock are equal to each other with respect to voting, and dividend
rights, and subject to the rights of the preferred shareholders described below,
are equal to each other with respect to liquidation rights.
Special meetings of the Shareholders may be called by the President or Board of
Directors of the Company, or upon the request of holders of at least ten percent
of the outstanding voting shares. Holders of shares of the common stock are
entitled to one vote at any meeting of the Shareholders for each share of the
common stock they own as of the record date fixed by the Board of Directors. At
any meeting of Shareholders, a quorum consists of one-third of the outstanding
shares of the common stock of the Company entitled to vote, represented in
person or by proxy. A vote of the majority of the shares of the common stock
represented at a meeting will govern, even if this is substantially less than a
majority of the shares of the common stock outstanding.
There are no conversion, pre-emptive or other subscription rights or privileges
with respect to any share. Reference is made to the Certificate of Incorporation
and Bylaws of the Company as well as to the applicable statutes of the State of
Nevada for a more complete description of the rights and liabilities of holders
of shares in the capital stock of the Company. It should be noted that the
Bylaws may be amended by the Board of Directors without notice to the
Shareholders.
Non-Cumulative Voting. The shares of the common stock of the Company do not have
cumulative voting rights, which means that the holders of more than fifty
percent of the shares of the common stock voting for election of directors may
elect all the directors if they choose to do so. In such event, the holders of
the remaining shares aggregating less than fifty percent will not be able to
elect directors.
Dividends. The payment of dividends by the Company, if any, in the future, rests
within the discretion of its Board of Directors and will depend, among other
things, upon the Company's earnings, its capital requirements and its financial
condition, as well as other relevant factors. The Company has not paid a cash or
stock dividend and does not anticipate paying any cash or stock dividends in the
foreseeable future. (See Risk Factors).
Transfer Agent
The Company has appointed Nevada Agency & Trust Co., 50 West Liberty Street,
Suite 880, Reno, Nevada 89501 as transfer agent for the Company's shares of the
common stock.
SHARE CAPITAL STRUCTURE
The following table shows the authorized and issued securities of the Company as
of June 23, 2000, and what the amount outstanding is expected to be on the
completion of this Offering if all the Shares being offered are sold.
<TABLE>
<CAPTION>
Amount to be outstanding if
Amount authorized or to Amount outstanding as of all Shares being issued are
Designation of security be authorized June 23, 2000 sold
--------------------------------- --------------------------- --------------------------- -----------------------------
<S> <C> <C> <C>
shares of the common stock, 50,000,000 900,100 1,100,100
$0.001 par value
--------------------------------- --------------------------- --------------------------- -----------------------------
</TABLE>
MARKET INFORMATION
No public market has been established for the Common Stock of the Company. There
are at present no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in the Company's
securities. There is no assurance that a trading market will ever develop for
the Common Stock of the Company or, if such a market does develop, that it will
continue. Upon completion of this offering, we will have 1,100,100 shares of
Common Stock outstanding, assuming all 200,000 shares offered are sold. After
the offering, 200,000 of the 1,100,00 shares of common will be immediately
tradeable without restriction under the Securities Act of 1933, except for any
shares purchased by an "affiliate" of ours, as that term is defined in the
Securities Act. Affiliates will be subject to the resale limitations of Rule 144
under the Securities Act.
No dividends have been paid to date and none is expected to be paid in the
foreseeable future.
12
<PAGE>
OFFERING
Offering Being Made by the Company
The Company is offering up to 200,000 Shares to the public, at a price of $ 0.05
per Share, payable to the Company against delivery of certificates representing
the Shares through management. The Offering price was arbitrarily determined by
management. The Offering is not subject to a minimum subscription level.
The Shares offered by the Company are subject to prior sale and subject to
approval of certain legal matters by legal counsel of the Company. The Company
reserves the right to reject any offer in whole or in part, for any reason.
Opportunity to Make Inquiries
The Company will make available to each offeree, prior to any sale of Shares,
the opportunity to (1) ask questions of and receive answers from the Company
concerning any aspect of the investment and (2) obtain any additional
information necessary to verify the accuracy of the information contained in
this Prospectus, to the extent the Company possesses such information or can
acquire it without unreasonable effort or expense.
Procedures for Prospective Investors
Each investor purchasing any of the Shares offered hereby will be required to
execute a Subscription Agreement and Investor Questionnaire, which, among other
provisions, will contain representations as to the investor's qualifications to
purchase the Shares and the investor's ability to evaluate and bear the risk of
an investment in the Company, and will contain an acknowledgment of the receipt
of the Prospectus and an opportunity to make inquiries and obtain additional
information.
DEBT
The debt position of the Company, on a consolidated basis, as of March 31, 2000,
is as follows:
<TABLE>
<CAPTION>
----------------------------------- ----------------------------- ------------------------- -------------------------
Column 1 Column 2 Column 3 Column 4
----------------------------------- ----------------------------- ------------------------- -------------------------
<S> <C> <C> <C>
Amount of Debt as of Interest Rate
Nature of Debt March 31, 2000 on Debt Repayment Schedule
----------------------------------- ----------------------------- ------------------------- -------------------------
Promissory Note - owed to Harry $ 500 0% On Demand
Miller
----------------------------------- ----------------------------- ------------------------- -------------------------
Accounts Payable $2,000 0% Monthly
----------------------------------- ----------------------------- ------------------------- -------------------------
</TABLE>
LITIGATION
The Company is not a party to any litigation and, to the best of its knowledge,
none is threatened or anticipated.
13
<PAGE>
FINANCIAL STATEMENTS
MEDINA COFFEE, INC.
(FORMERLY MEDINA COPY, INC.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
March 31, 2000
December 31, 1999
14
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT ......................................1
BALANCE SHEET......................................................2
STATEMENT OF OPERATIONS ...........................................3
STATEMENT OF STOCKHOLDERS EQUITY ..................................4
STATEMENT OF CASH FLOWS ...........................................5
NOTES TO FINANCIAL STATEMENTS ...................................6-7
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors April 28, 2000
Medina Coffee, Inc.
Bellevue, Washington
I have audited the accompanying Balance Sheets of Medina Coffee, Inc.,
(Formerly Medina Copy, Inc.), ( A Development Stage Company), as of March 31,
2000, and December 31, 1999, and the related Statements of Operations,
Stockholders' Equity and Cash Flows for the period January 1, 2000, to March
31, 2000, and October 4, 1999, (inception) to December 31, 1999. 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 generally accepted auditing
standards. 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 financial statements referred to above present
fairly, in all material respects, the financial position of Medina Coffee,
Inc., (Formerly Medina Copy, Inc.), ( A Development Stage Company), as of
March 31, 2000, and December 31, 1999, and the results of its operations and
cash flows for the period January 1, 2000, to March 31, 2000, and October 4,
1999, (inception) to December 31, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #4 to the
financial statements, the Company has no operations and has no established
source of revenue. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these matters are
also described in Note #4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Barry L. Friedman /s/
Barry L. Friedman
Certified Public Accountant
<PAGE>
MEDINA COFFEE, INC.
(FORMERLY MEDINA COPY, INC.)
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS
March December
31, 2000 31, 1999
<S> <C> <C>
CURRENT ASSETS:
Cash $ 2,067 $ 2,800
---------- ----------
TOTAL CURRENT ASSETS $ 2,067 $ 2,800
---------- ----------
OTHER ASSETS: $ 0 $ 0
---------- ----------
TOTAL OTHER ASSETS $ 0 $ 0
---------- ----------
TOTAL ASSETS $ 2,067 $ 2,800
---------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Officers Notes Payable (Note #6) $ 500 $ 1,000
---------- --------
Accounts Payable 2,000 1,000
---------- --------
TOTAL CURRENT
LIABILITIES $ 2,500 $ 2,000
--------- --------
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
authorized 100,000,000 shares;
issued and outstanding at
December 31, 1999- 900,100 shares $ 900 $ 900
March 31, 2000 - 900,100 shares
Additional paid in Capital 900 900
Deficit accumulated during
the development stage (2,233) (1,000)
TOTAL STOCKHOLDERS' EQUITY ($ 433) $ 800
---------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,067 $ 2,800
---------- ---------
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MEDINA COFFEE, INC.
(FORMERLY MEDINA COPY, INC.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan. 1, Oct. 4, Oct. 4, 1999
2000 to, 1999, to (inception)
Mar. 31 Dec. 31, to Mar. 31,
2000 1999 2000
-------- --------- ----------
<S> <C> <C> <C>
INCOME:
Revenue $ 0 $ 0 $ 0
---------- ---------- -----------
EXPENSES:
General and
Administrative $ 1,233 $ 0 $ 1,233
Amortization 0 1,000 1,000
---------- ---------- -----------
Total Expenses $ 1,233 $ 1,000 $ 2,233
---------- ---------- -----------
Net Loss ($ 1,233) ($ 1,000) ($ 2,233)
----------- ---------- -----------
Net Loss
per share-
Basic and diluted ($ 0.0017) ($ 0.0011) ($ 0.0028)
---------- ---------- -----------
Weighted average
number of common
shares outstanding 900,100 900,100 900,100
---------- ---------- -----------
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
<CAPTION>
MEDINA COFFEE, INC.
(FORMERLY MEDINA COPY, INC.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
Common Stock accumulated
------------ Additional during
Shares Amount paid-in capital development stage
---------- ---------- --------------- -----------------
<S> <C> <C> <C> <C>
October 4, 1999
issued for cash 900,100 $ 900 $900 $ 0
Net loss, October 4, 1999 (inception)
to December 31, 1999
($ 1,000)
---------- ---------- --------------- ---------------
Balance
December 31, 1999 900,100 $ 900 $900 ($ 1,000)
Net loss January 1, to March 31, 2000
($ 1,233)
---------- ---------- --------------- ---------------
Balance
March 31, 2000 900,100 $ 900 $900 ($ 2,233
========== ========= =============== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
<CAPTION>
MEDINA COFFEE, INC.
(FORMERLY MEDINA COPY, INC.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Oct. 4, 1999
Jan. 1, 1999 to Oct. 4, 1999, (inception) to
Mar. 31, 2000 to Dec. 31, 1999 Mar. 31, 2000
---------------- ---------------- --------------
<S> <C> <C> <C>
Cash Flows from
Operating Activities:
Net Loss ($1,233) ($1,000) ($2,233)
Amortization 0 1,000 1,000
Changes in assets and liabilities
Increase in current
liabilities: 1,000 1,000 2,000
Cash Flows from Investing activities:
0 0 0
Organizational Costs 0 (1,000) (1,000)
Cash Flows from Financing Activities:
Officers Notes Payable (500) 1,000 500
Issuance of common stock for cash 0 1,800 1,800
---------------- ---------------- --------------
Net increase/decrease in cash ($733) $ 2,800 $ 2,067
Cash, Beginning of period 2,800 0 0
---------------- ---------------- --------------
Cash, End of period $ 2,067 $ 2,800 $ 2,067
================ ================ ==============
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
MEDINA COFFEE, INC.
(FORMERLY MEDINA COPY, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2000, and December 31, 1999
NOTE 1 - History and Organization of the Company
The Company was organized October 4, 1999, under the laws of the State of
Nevada as Medina Copy, Inc. The Company currently has no operations and, in
accordance with SFAS #7, is considered a development stage company.
On October 4, 1999, the Company issued 900,100 shares of it's $.001 par
value common stock for cash of $ 1,800.
On October 6, 1999, the Company changed it's name to Medina Coffee, Inc.
NOTE 2 - Accounting Policies and Procedures
The Company has not determined its accounting policy procedures, except
as follows:
1. The Company uses the accrual method of accounting.
2. Earnings or loss per share is calculated using the weighted average number
of shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
4. In April 1998, the American Institute of Certified Public Accountant's
issued Statement of position 98-5 ("SOP 98-5"), Reporting on the Costs of
Start-Up Activities which provides guidance on the financial reporting of
start-up costs and organization costs. It requires costs of start-up
activities and organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 2998, with initial
adoption reported as the cumulative effect of a change in accounting
principle.
NOTE 3 - Warrants and Options
There are no warrants or options outstanding to issue any additional
shares of common stock of the Company.
NOTE 4 - Going Concern
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without the
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through further equity financings and seeking necessary bank loans.
<PAGE>
MEDINA COFFEE, INC.
(FORMERLY MEDINA COPY, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
March 31, 2000, and December 31, 1999
NOTE 5 - Related Party Transactions
The Company neither owns nor leases any real or personal property. Office
services are provided without charge by Harry Miller, the sole officer and
director of the Company. Such costs are immaterial to the financial statements
and accordingly, have not been reflected therein. The officers and directors or
the Company are involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts. The Company has
formulated no policy for the resolution of such conflicts.
NOTE 6 - Officers Note Payable
Mr. Harry Miller loaned the Company, $1,000.00 on October 5, 1999, to cover
legal costs and filing fees associated with incorporating the Company. The loan
is evidenced by was of a promissory note, the note carries no interest and is
payable in five years. The balance due Mr. Miller on March 31, 2000, was $500.00
<PAGE>
MEDINA COFFEE, INC.
PROSPECTUS
JUNE 23, 2000
CERTIFICATE OF THE ISSUER
The foregoing contains no untrue statement of a material fact and
does not omit to state a material fact that is required to be stated or that is
necessary to prevent a statement that is made from being false or misleading in
the circumstances in which it was made.
DATED: June 23, 2000
Harry Miller
President & Director
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
-------------------------------------------------------------------------------
ITEM 1 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
The statutes, charter provisions, bylaws, contracts or other arrangements
under which controlling persons, directors or officers of the registrant are
insured or indemnified in any manner against any liability which they may
incur in such capacity are as follows:
Section 78.751 of the Nevada Business Corporation Act provides that
each corporation shall have the following powers:
1. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with the action, suit
or proceeding if he acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, does not, of
itself create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation,
and that, with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was
unlawful.
2. A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement
of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to
the best interests of the corporation. Indemnification may not
be made for any claim, issue or matter as to which such a
person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in
which the action or suit was brought or other court of
competent jurisdiction, determines upon application that in
view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
3. To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections 1 and 2, or in defense of any
claim, issue or matter therein, he must be indemnified by the
corporation against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the
defense.
4. Any indemnification under subsections 1 and 2, unless
ordered by a court or advanced pursuant to subsection 5, must
be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the
director, officer, employee or agent is proper in the
circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the
act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding so
orders, by independent legal counsel, in a written
opinion; or
<PAGE>
(d) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be
obtained, by independent legal counsel in a written
opinion.
5. The certificate or articles of incorporation, the bylaws or
an agreement made by the corporation may provide that the
expenses of officers and directors incurred in defending a civil
or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of
an undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified
by the corporation. The provisions of this subsection do not
affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under
any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized
in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may
be entitled under the certificate or articles of
incorporation or any bylaw, agreement, vote of
stockholders of disinterested directors or otherwise,
for either an action in his official capacity or an
action in another capacity while holding his office,
except that indemnification, unless ordered by a court
pursuant to subsection 2 or for the advancement of
expenses made pursuant to subsection 5, may not be made
to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions
involved intentional misconduct, fraud or a knowing
violation of the law and was material to the cause of
action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of
the heirs, executors and administrators of such a
person.
7. The registrant's Articles of Incorporation limit liability of
its Officers and Directors to the full extent permitted by the
Nevada Business Corporation Act.
ITEM 2 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All expenses are estimates
Amount
Expense Maximum
------------------------- ------------
SEC Registration Fees $ 56
Blue Sky fees and expenses $ 100
Printing and shipping expenses $ 50
Legal fees and expenses $ 200
Accounting fees and expenses $ 0
Transfer Agent and misc. expenses $ 94
Total $ 500
<PAGE>
ITEM 3 - UNDERTAKINGS
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, Medina Coffee, Inc. hereby undertakes to file with the Securities
and Exchange Commission such supplementary and periodic information, documents,
and reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted pursuant to authority conferred to that
section.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of Medina Coffee, Inc. in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The Company hereby undertakes to:
1. File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
a. Include any prospectus required by section 10(a)(3) of
the Securities Act;
b. Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental
change in the information in the registration
statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
242(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement; and
c. Include any additional or changed material information
on the plan of distribution.
2. For determining liability under the Securities Act treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that
time to be the initial bona fide offering.
3. File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-1 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Bellevue, Washington on February 4, 2000.
MEDINA COFFEE, INC.
/s/ Harry Miller
By:
Harry Miller
President, C.E.O., Secretary & Treasurer
<PAGE>
ITEM 4 - UNREGISTERED SECURITIES ISSUED OR SOLD WITHIN ONE YEAR
The following unregistered securities were issued by the Company:
On October 5, 1999, 900,100 shares were issued to Harry Miller. The
transaction was effected pursuant to Section 4(2) of the Securities Act
of 1933, as amended.
ITEM 5 - INDEX TO EXHIBITS
Exhibit No. Document
----------- --------
3.1 Articles of Incorporation
3.2 Articles of Amendment
3.3 Bylaws
4 Subscription Agreement
10.1 Promissory Note dated October 5, 2000
10.2 Consent of Accountant
27 Financial Data Schedule
ITEM 6 - DESCRIPTION OF EXHIBITS
See Item 5.
SIGNATURES
The issuer has duly caused this offering statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Bellevue, State of
Washington, on June 23, 2000.
MEDINA COFFEE, INC.
/s/ Harry Miller
By:
Harry Miller
President, C.E.O., Secretary and Treasurer
