Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________ )(1)
Medina Coffee, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
584709109
- --------------------------------------------------------------------------------
(CUSIP Number)
Kevin B. Halter, Jr.
2591 Dallas Parkway, Suite 102
Frisco, TX 75034
(972) 963-0001
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 14, 2004
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
- ----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.584709109 13D Page 2 of 6 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN B. HALTER, JR.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
100,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
100,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
364,204
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
464,204
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.3%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.584709109 13D Page 3 of 5 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, $0.001 par value per
share (the "Stock"), of Medina Coffee, Inc., a Nevada corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 401
Detwiller Lane, Bellevue, WA 98004.
________________________________________________________________________________
Item 2. Identity and Background.
Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
this Schedule 13D Statement is hereby filed by the following persons
(collectively, the "Reporting Persons"): Kevin B. Halter, Jr., a citizen of the
United States ("Kevin Halter").
Kevin Halter's principal occupation or employment is serving as
President of Securities Transfer Corporation. The principal business address of
Kevin Halter is 2591 Dallas Parkway, Suite 102, Frisco, TX 75034.
During the last five years, none of the Reporting Persons (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a stock purchase agreement, on June 14, 2004, Kevin Halter
purchased for a price of $150,000 in cash, 100,000 outstanding shares of free
trading Stock from Carol Miller, the wife of Harry Miller, the President and a
director of the Issuer. Kevin Halter used personal funds to purchase his Stock.
In addition, Kevin Halter entered into an option agreement with Harry Miller
whereby Mr. Miller granted Kevin Halter an option to purchase 364,204
outstanding shares of restricted stock. This option is exercisable from and
including the date that the Issuer completes any form of merger or exchange
transaction with an unaffiliated entity to and including the day 95 days from
the Merger Date. At the time of filing, Kevin Halter has not exercised any
rights under this option. If Kevin Halter decides to exercise his rights under
this option he anticipates using personal funds to purchase his shares of Stock.
________________________________________________________________________________
Item 4. Purpose of Transaction.
The purpose of this transaction is to facilitate the desire of the
Issuer to effect a reverse merger with an as yet unidentified private company at
some point in the future. In order to further such a potential reverse merger,
the Reporting Persons have acquired the 100,000 outstanding shares of common
stock and the option to acquire the 364,204 outstanding shares of common stock.
At the time of filing, neither the Issuer nor the Reporting Persons
have any formal plans or proposals with regard to such a reverse merger. Upon
identification of a suitable reverse merger candidate, the candidate would be
merged into the Issuer and the primary business of the candidate would become
the primary business of the Issuer. The purpose of such a reverse merger
transaction is to allow the private company candidate to become a public
reporting company pursuant to the Securities Exchange Act of 1934.
CUSIP No.584709109 13D Page 4 of 5 Pages
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
Pursuant to Rule 13d-3(a), at the close of business on June 18, 2004,
Kevin Halter, may be deemed to be the beneficial owner of 464,204 shares of the
Stock, which constitutes approximately 40.3% of the 1,152,458 shares of stock
outstanding on June 18, 2004 and consists of (i) the 100,000 shares owned
individually by Kevin Halter and (ii) an option exercisable into 364,204 shares
of Stock owned individually by Kevin Halter. Until the option is exercised,
Kevin Halter does not have the power to vote or direct the vote of the option
shares. Kevin Halter, either directly or indirectly, may have or share the power
to dispose of or to direct the disposition of both the option shares and the
individually owned shares of Stock.
Other than as set forth above, none of the Reporting Persons named
herein is the beneficial owner of any shares of the Stock.
Transactions effected in the last 60 days:
- ------------- --------------- ----------- ----------------- --------------------
Reporting Date Number of Price per Share How the
Person Shares transaction was
effected
- ------------- --------------- ----------- ----------------- --------------------
Kevin Halter June 14, 2004 100,000 $1.50 Private Stock
Purchase Agreement
- ------------- --------------- ----------- ----------------- --------------------
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
To the best knowledge of the Reporting Persons, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
among the Reporting Persons or between the Reporting Persons and any other
person with respect to any securities of the Issuer, including but not limited
to, transfer or voting of any of the securities of the Issuer, finders fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies,
or a pledge or contingency, the occurrence of which would give another person
voting power over shares of the Stock.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
None
________________________________________________________________________________
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 17, 2004
----------------------------------------
(Date)
/s/ Kevin B. Halter, Jr.
----------------------------------------
(Signature)