-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BzS5T5syTXAeDmF9jcNMKt7sa45lAEq2Mg+qxMmZevt3Q2V9sSMxFUByTX8NDb2N duI1OyJiIrt/ffkhGdl0yQ== 0001010549-04-000395.txt : 20040621 0001010549-04-000395.hdr.sgml : 20040621 20040621154115 ACCESSION NUMBER: 0001010549-04-000395 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALTER TIMOTHY P CENTRAL INDEX KEY: 0001231565 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7272 PINEMONT CITY: HOUSTON STATE: TX ZIP: 77040 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDINA COFFEE INC CENTRAL INDEX KEY: 0001117171 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 880442833 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79906 FILM NUMBER: 04872632 BUSINESS ADDRESS: STREET 1: P O BOX 741 CITY: BELLEVUE STATE: WA ZIP: 98009 BUSINESS PHONE: 4254530334 MAIL ADDRESS: STREET 1: P O BOX 741 CITY: BELLEVUE STATE: WA ZIP: 98009 SC 13D 1 medinasc13dthalter061404.txt 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) Timothy P. Halter 12890 Hilltop Road Argyle, TX 76226 (972) 233-0300 - -------------------------------------------------------------------------------- (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. (Continued on following pages) - ---------- (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) HALTER FINANCIAL GROUP, INC. ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC ________________________________________________________________________________ 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 587,754 SHARES SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 587,754 SHARES PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 587,754 SHARES ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.0% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 584709109 13D Page 3 of 6 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TIMOTHY P. HALTER ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 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 587,754 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 587,754 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 587,754 SHARES PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 587,754 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 587,754 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.0% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 584709109 13D Page 4 of 6 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"): Halter Financial Group, Inc., a Texas corporation ("HFG, Inc."); and Timothy P. Halter, a citizen of the United States and sole shareholder of HFG, Inc. ("Tim Halter). HFG, Inc. is a Texas corporation, the principal business of which is to provide financial consulting services. The principal business address of HFG, Inc., which also serves as its principal office, is 12890 Hilltop Road, Argyle, Texas 76226. Tim Halter's principal occupation or employment is serving as the President of HFG, Inc. The principal business address of Tim Halter, which also serves as his principal office, is 12890 Hilltop Road, Argyle, Texas 76226. 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, HFG, Inc. purchased for a price of $215,000 in cash, 587,754 outstanding shares of restricted Stock from Harry Miller, the President and a director of the Issuer. Of the purchase price, $100,000 was paid directly to Venture Law Corporation of Vancouver, British Columbia at the direction of the Harry Miller (see Item 6). HFG, Inc. used "working capital" to purchase its Stock. As used herein, the term "working capital" includes income from the business operations of the entity plus sums borrowed from, among other sources, banks and brokerage firm margin accounts, to operate such business in general. ________________________________________________________________________________ Item 4. Purpose of Transaction. The Reporting Persons acquired their interests in the Issuer pursuant to a transaction whereby Tim Halter would become the president and a director of the Issuer. 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 control of the Issuer through a purchase of 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. Once a reverse merger transaction has occurred it is expected that Tim Halter will resign his positions as president and director and a new board of directors will be elected. ________________________________________________________________________________ CUSIP No. 584709109 13D Page 5 of 6 Pages ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. Pursuant to Rule 13d-3(a), at the close of business on June 18, 2004, HFG, Inc. may be deemed to be the beneficial owner of 587,754 shares of the Stock, which constitutes approximately 51.0% of the 1,152,458 shares of the Stock outstanding on June 18, 2004 (the "Outstanding Shares"). HFG, Inc., either directly or indirectly, has or shares the power to vote or to direct the vote and to dispose or to direct the disposition of, such shares of Stock. Pursuant to Rule 13d-3(a), at the close of business on June 18, 2004, Tim Halter, as sole shareholder of HFG, Inc., may be deemed to be the beneficial owner of 587,754 shares of the Stock, which constitutes approximately 51.0% of the Outstanding Shares. Tim Halter, either directly or indirectly, may have or share the power to vote or direct the vote and to dispose of or to direct the disposition of such 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 - ------------- --------------- ----------- ----------------- -------------------- HFG, Inc. June 14, 2004 587,754 $0.3658 Private Stock Purchase Agreement - ------------- --------------- ----------- ----------------- -------------------- ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. In exchange for legal and other consulting services provided to the Issuer, $100,000 of the $215,000 paid by HFG, Inc. for its 587,754 shares was paid directly to Venture Law Corporation of Vancouver, British Columbia at the direction of the seller, Harry Miller. 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) Halter Financial Group, Inc., a Texas corporation By: /s/ Timothy P. Halter ---------------------------------------- Its: President ---------------------------------------- /s/ Timothy P. Halter ---------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----