UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______)*

MEDINA INTERNATIONAL HOLDINGS, INC.
( Name of Issuer
)

Common Shares, $0.0001 par value
( Title of Class of Securities
)

None
( CUSIP Number
)

Arturo "Jake" Sanchez, CEO

5805 State Bridge Road, Suite G-328

Duluth, GA 30097
(
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications )

April 29, 2016
( 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 §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -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.

* 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 (“Act”) 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).

1



CUSIP No.  

 

(1)

NAME OF REPORTING PERSONS:

Arturo "Jake" Sanchez

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X ]
(b) [ ]

(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

United States


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

20,000,000 (a)

(8)

SHARED VOTING POWER

0

(9)

SOLE DISPOSITIVE POWER

20,000,000 (a)

(10)

SHARED DISPOSITIVE POWER

0

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

20,000,000 Common Shares (a)

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[ ]

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.70% (b)

(14)

TYPE OF REPORTING PERSON

IN

 

(a) At Closing (as defined herein) of the Acquisition and Purchase Agreement between Issuer and MedHold Innovations Holdings, Joint Venture, Mr. Sanchez (as a designee)  received 20,000,000 common shares.

(b) Based on 372,090,117 shares issued and outstanding as of the date of this filing.

2



CUSIP No.

 

(1)

NAME OF REPORTING PERSONS:

Lawrence R. Litowitz

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X]
(b) [ ]

(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

United States


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

1,000,000 (a)

(8)

SHARED VOTING POWER

0

(9)

SOLE DISPOSITIVE POWER

1,000,000 (a)

(10)

SHARED DISPOSITIVE POWER

0

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,000,000 Common Shares (a)

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[ ]

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.28% (b)

(14)

TYPE OF REPORTING PERSON

IN

 

(a) At Closing (as defined herein) of the Acquisition and Purchase Agreement between Issuer and MedHold Innovations Holdings, Joint Venture, Mr. Litowitz (as a designee)  received 1,000,000 common shares.

(b) Based on 372,090,117 shares issued and outstanding as of the date of this filing.

3



CUSIP No.  

 

(1)

NAME OF REPORTING PERSONS:

John Stol

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X]
(b) [ ]

(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

United States


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

3,000,000 (a)

(8)

SHARED VOTING POWER

0

(9)

SOLE DISPOSITIVE POWER

3,000,000 (a)

(10)

SHARED DISPOSITIVE POWER

0

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,000,000 Common Shares (a)

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[ ]

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.85% (b)

(14)

TYPE OF REPORTING PERSON

IN

 

(a) At Closing (as defined herein) of the Acquisition and Purchase Agreement between Issuer and MedHold Innovations Holdings, Joint Venture, Mr. Stol (as a designee)  received 3,000,000 common shares.

(b) Based on 372,090,117 shares issued and outstanding as of the date of this filing.

4



CUSIP No.

 

(1)

NAME OF REPORTING PERSONS:

IMS Group, LLC

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X ]
(b) [ ]

(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

Florida Limited Liability Company


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

17,000,000 (a)

(8)

SHARED VOTING POWER

0

(9)

SOLE DISPOSITIVE POWER

17,000,000 (a)

(10)

SHARED DISPOSITIVE POWER

0

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

17,000,000 Common Shares (a)

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[ ]

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.84% (b)

(14)

TYPE OF REPORTING PERSON

CO

 

(a) At Closing (as defined herein) of the Acquisition and Purchase Agreement between Issuer and MedHold Innovations Holdings, Joint Venture, IMS Group, LLC (as a designee)  received 17,000,000 common shares.

(b) Based on 372,090,117 shares issued and outstanding as of the date of this filing.

 

5



CUSIP No.

 

(1)

NAME OF REPORTING PERSONS:

Elk Health Holdings, LLC

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X]
(b) [ ]

(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

Colorado Limited Liability Company


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

144,000,000 Common Shares; 12 Series "A" Convertible Preferred Stock (a)

(8)

SHARED VOTING POWER

0

(9)

SOLE DISPOSITIVE POWER

144,000,000 Common Shares; 12 Series "A" Convertible Preferred Stock  (a)

(10)

SHARED DISPOSITIVE POWER

0

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

144,000,000 Common Shares; 12 Series "A" Convertible Preferred Stock  (a)

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[ ]

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

41.02% Common Shares (b); 40% Series "A" Convertible Preferred Stock (c)

(14)

TYPE OF REPORTING PERSON

CO

 

(a) At Closing (as defined herein) of the Acquisition and Purchase Agreement between Issuer and MedHold Innovations Holdings, Joint Venture, Elk Health Holdings, LLC (as a designee)  received 144,000,000 common shares and 12 Series "A" Convertible Preferred  Shares.

(b) Based on 372,090,117 common shares issued and outstanding as of the date of this filing.

(c) Based on 30 Series "A" Convertible Preferred  Shares issued and outstanding as of the date of this filing.

6



CUSIP No.

 

(1)

NAME OF REPORTING PERSONS:

OB Holdings, LLC

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ X]
(b) [ ]

(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

Florida Limited Liability Partnership


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

154,000,000 Common Shares; 18 Series "A" Convertible Preferred Stock (a)

(8)

SHARED VOTING POWER

0

(9)

SOLE DISPOSITIVE POWER

154,000,000 Common Shares; 18 Series "A" Convertible Preferred Stock (a)

(10)

SHARED DISPOSITIVE POWER

0

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

154,000,000 Common Shares; 18 Series "A" Convertible Preferred Stock (a)

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[ ]

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

43.84% Common Shares (b);  60%  Series "A" Convertible Preferred Stock (c)

(14)

TYPE OF REPORTING PERSON

CO

 

(a) At Closing (as defined herein) of the Acquisition and Purchase Agreement between Issuer and MedHold Innovations Holdings, Joint Venture, OB  Holdings, LLC (as a designee)  received 154,000,000 common shares and 18  Series "A" Convertible Preferred Shares.

(b) Based on 372,090,117 common shares issued and outstanding as of the date of this filing.

(c) Based on 30 Series "A" Convertible Preferred  Shares issued and outstanding as of the date of this filing.

7



CUSIP No.

 

(1)

NAME OF REPORTING PERSONS:

RELIABLE ENERGY MANAGEMENT INFORMATION, LLC

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [X]
(b) [ ]

(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

Ohio Limited Liability Company


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

1,000,000 Common Shares (a)

(8)

SHARED VOTING POWER

0

(9)

SOLE DISPOSITIVE POWER

1,000,000 Common Shares (a)

(10)

SHARED DISPOSITIVE POWER

0

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,000,000 Common Shares (a)

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[ ]

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.28% Common Shares (b)

(14)

TYPE OF REPORTING PERSON

CO

 

(a) At Closing (as defined herein) of the Acquisition and Purchase Agreement between Issuer and MedHold Innovations Holdings, Joint Venture, Reliable Energy Management Information, LLC (as a designee)  received 1,000,000 common shares.

(b) Based on 372,090,117 common shares issued and outstanding as of the date of this filing.

8



CUSIP No.

 

(1)

NAME OF REPORTING PERSONS:

Dr. Leonard Makowka

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ X]
(b) [ ]

(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

United States


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

0

(8)

SHARED VOTING POWER

1,000,000 Common Shares (a) (b)

(9)

SOLE DISPOSITIVE POWER

0

(10)

SHARED DISPOSITIVE POWER

1,000,000 Common Shares (a) (b)

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,000,000 Common Shares indirectly (a) (b)

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[ ]

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.28% Common Shares indirectly (a) (b) (c)

(14)

TYPE OF REPORTING PERSON

IN

 

(a) At Closing (as defined herein) of the Acquisition and Purchase Agreement between Issuer and MedHold Innovations Holdings, Joint Venture, Reliable Energy Management Information, LLC (as a designee)  received 1,000,000 common shares.

(b) Dr. Makowka is a 33% Interest Holder in Reliable Energy Management Information, LLC.

(c) Based on 372,090,117 common shares issued and outstanding as of the date of this filing.

9



CUSIP No.

 

(1)

NAME OF REPORTING PERSONS:

Dr. Christopher Leggett, CMD

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ X]
(b) [ ]

(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

United States


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

4,000,000 Common Shares (a)

(8)

SHARED VOTING POWER

0

(9)

SOLE DISPOSITIVE POWER

4,000,000 Common Shares (a)

(10)

SHARED DISPOSITIVE POWER

0

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,000,000 Common Shares (a)

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[ ]

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.14% Common Shares (b)

(14)

TYPE OF REPORTING PERSON

IN

 

(a) At Closing (as defined herein) of the Acquisition and Purchase Agreement between Issuer and MedHold Innovations Holdings, Joint Venture, Dr. Christopher Leggett, CMD (as a designee)  received 4,000,000 common shares.

(b) Based on 372,090,117 common shares issued and outstanding as of the date of this filing.

 

10



CUSIP No.

 

(1)

NAME OF REPORTING PERSONS:

OROSA Holdings, Inc.

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ X]
(b) [ ]

(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

Florida Corporation


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

7,000,000 Common Shares (a)

(8)

SHARED VOTING POWER

0

(9)

SOLE DISPOSITIVE POWER

7,000,000 Common Shares (a)

(10)

SHARED DISPOSITIVE POWER

0

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,000,000 Common Shares (a)

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[ ]

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2% Common Shares (b)

(14)

TYPE OF REPORTING PERSON

CO

 

(a) At Closing (as defined herein) of the Acquisition and Purchase Agreement between Issuer and MedHold Innovations Holdings, Joint Venture, OROSA Holdings, Inc. (as a designee)  received 7,000,000 common shares.

(b) Based on 372,090,117 common shares issued and outstanding as of the date of this filing.

11



CUSIP No.

 

(1)

NAME OF REPORTING PERSONS:

Derrick Orosa

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) [ X]
(b) [ ]

(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

United States


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

(7)

SOLE VOTING POWER

0

(8)

SHARED VOTING POWER

7,000,000 Common Shares (a) (b)

(9)

SOLE DISPOSITIVE POWER

0

(10)

SHARED DISPOSITIVE POWER

7,000,000 Common Shares (a) (b)

(11)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

7,000,000 Common Shares indirectly (a) (b)

(12)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES

[ ]

(13)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

2% Common Shares indirectly (a) (b) (c)

(14)

TYPE OF REPORTING PERSON

IN

 

(a) At Closing (as defined herein) of the Acquisition and Purchase Agreement between Issuer and MedHold Innovations Holdings, Joint Venture, OROSA Holdings, Inc. (as a designee)  received 7,000,000 common shares.

(b) Derrick Orosa is President of OROSA Holdings, Inc.

(c) Based on 372,090,117 common shares issued and outstanding as of the date of this filing.

12



Item 1. Security and Issuer

This Schedule 13D (this "13D") is filed with respect to the Common Shares,  par value $0.0001 per share (the "Common Shares") and Series "A" Convertible Preferred Stock, par value $0.001 per share (the "Series "A" Convertible Preferred Stock"), of Medina International Holdings, Inc., a Colorado corporation (the "Issuer"). The principal executive office of the Issuer is located at 5805 State Bridge Road, Suite G-328, Duluth, GA 30097.

Item 2. Identity and Background

Below is information regarding the Reporting Persons.

(a)

This 13D is being filed on behalf of the following person: Arturo "Jake" Sanchez

(b)

The principal business address for the Reporting Person is 3231 Manor Ridge, Gainesville, GA 30506.

(c)

Employment Information:

Arturo "Jake" Sanchez was appointed CEO and Director of Medina International Holdings, Inc. on May 13, 2016. Jake is a seasoned executive with extensive skills in operations, technology, P&L oversight, direct and non-direct channel sales and marketing working with both startups and growth organizations.  He is a results oriented leader with proven accomplishments in strategic positioning using process driven approach to manage and scale organizations. He comes with a track record of increasing revenue, driving down costs, growing the bottom line while driving up productivity.  He has worked extensively in disruptive market opportunities where technology, regulations, and laws create havoc and change in existing markets allowing new players to enter the marketplace. 

 

Mr. Sanchez was founder and Chairman/ CEO of Planning Technologies, Inc. where he developed leadership tactics focused on growth and revenue. PTI was recognized as one of the nation's premier leading providers of consulting and engineering services. The company grew under Mr. Sanchez's leadership to include more than 200 employees serving a worldwide client base of Fortune 100 companies and U.S. government agencies.  While working with the Veterans Administration Mr. Sanchez and his company designed, developed, integrated, and installed one of the first tele medicine applications for remote heart monitoring and diagnostics.

While at Sunrise Computer Systems in Atlanta, GA., he designed corporate data networks for large hospital systems most notably Piedmont Hospital in Atlanta.  He also worked with Wellstar, Georgia Baptist, Emory, and Northside Hospital.

 

Mr. Sanchez has been recognized as one of the nation's top entrepreneurs. Planning Technologies, Inc. won distinction as the Atlanta Hispanic Chamber of Commerce Hispanic Business of the Year, The Small Business Administration (SBA) Minority/Supplier of the year, the fastest growing Hispanic firm of the year, and The Department of Agriculture Minority Firm of the year. Mr. Sanchez has been recognized as a finalist for the Ernst & Young Entrepreneur of the Year Award and as a member of various High Tech 50 awards for Hispanic Magazine and various other technology publications. 

 

He has served on the boards of the Red Cross, Georgia State Mack Robinson College of Business, Kennesaw State University Foundation executive committee, Charter Bank, One Georgia Bank (advisor) and was governor-appointed to serve on the Georgia Port Authority Board where he became chair of trade development.   Mr. Sanchez was also recognized as a Kennesaw State University Fellow and was awarded the prestigious Erwin Zaban Entrepreneurial award by the Foundation.

Mr. Sanchez received his undergraduate degree in Finance and was a four-year letterman in wrestling at Marshall University.

(d)

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Person has not, during the last five years, been 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 not 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.

(f)

Mr. Sanchez  is a citizen of United States.


(a)

This 13D is being filed on behalf of the following person: Lawrence R. Litowitz

(b)

The principal business address for the Reporting Person is 9217 Equus Circle, Boynton Beach, Florida 33472.

(c)

Employment Information:

 

Mr. Litowitz was appointed Interim CFO of Medina International Holdings, Inc. on May 13, 2016. Mr. Litowitz's experience includes over 35 years focusing on entrepreneurial and middle-market companies in a broad range of businesses. He has worked in venture capital, venture capital backed companies and companies with a nation- wide footprint. Additionally, he has participated or led 11 IPO transactions.  Additionally, he has been the CFO of 3 public companies ranging in size from $25mm to $350mm implementing Sarbox programs and interacting with institutional investors on road shows and investor calls. Mr. Litowitz has also been the CFO of a major Private Equity firm participating in many different financing rounds of all types.

 

He was the Chief Financial Officer for Galen Partners, a leading venture capital firm with over $400 million under management, specializing in healthcare businesses, including high tech enterprises. These included voice recognition technology, specialized data information and high tech infusion system companies. Total revenue of the portfolio companies was over $800 million. While at Galen, he was a member of numerous boards of portfolio companies of which three were taken public. He was the first employee and he structured the firm's due diligence as well as its reporting and accounting policies. Mr. Litowitz's responsibilities included acting as mentor and leader to portfolio Chief Financial Officers and was a liaison to many of Galen's investors.

(d)

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Person has not, during the last five years, been 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 not 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.

(f)

Mr. Litowitz is a citizen of United States.

 

13



(a)

This 13D is being filed on behalf of the following person: John Stol

(b)

The principal business address for the Reporting Person is 2 Grove Isle 1206, Miami, Florida 33133.

(c)

Employment Information:

Mr. Stol was appointed Director of Medina International Holdings Company, Inc. on May 13, 2016.  His experience includes establishing startup businesses; running family owned operations; leading mergers and acquisition initiatives; transforming underperforming business models into successful corporations; and managing highly profitable divestures in complex or high risk situations. Mr. Stol is President and a Board Member of Royal Mining Investments, LLC (2009-present), Vice-President and a Board Member of Geologix America Consulting, S.A. (2009-present), and International Sales Director of Johnson, Morgan and White (2009-present) which are all Latin American companies.  Mr. Stol is also a Board Member of Andino International B.V.I and High Management Consulting (Colombia and Equador).  Mr. Stol earned an Industrial/Mechanical Engineer BA from the Universidad de los Andes of Bogota, Colombia in 1987.  In 1988, Mr. Stol received a BA in Psychology and in 1996 and MBA from the Universidad de la Sabana in Bogota, Colombia.  In 2001, he completed the Investors Program LATAM at the University of Miami.

(d)

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Person has not, during the last five years, been 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 not 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.

(f)

Mr. Stol  is a citizen of United States.


(a)

This 13D is being filed on behalf of the following entity: IMS Group, LLC

(b)

The principal business address for the Reporting Entity is 4701 N. Federal Hwy, Suite 300, Office #312, Pompano Beach, FL 33064.

(c)

Employment Information: IMS Group, LLC is a Florida Limited Liability Company.

(d)

The Reporting Entity has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Entity has not, during the last five years, been 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 not 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.

(f)

IMS Group, LLC is a Florida Limited Liability Company.


(a)

This 13D is being filed on behalf of the following person/entity: Elk Health Holdings, LLC

(b)

The principal business address for the Reporting Person/Entity is 7150 SW 98th Street, Miami, Florida 33156.

(c)

Employment Information:  Elk Health Holdings, LLC is a Florida Limited Liability Company.

(d)

The Reporting Person/Entity has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Person/Entity has not, during the last five years, been 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 not 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.

(f)

Elk Health Holdings, LLC is a Colorado Limited Liability Corporation.

 

14



(a)

This 13D is being filed on behalf of the following entity: OB Holdings, LLC

(b)

The principal business address for the Reporting Entity is 12680 SW 91st Avenue, Miami, FL 33176.

(c)

Employment Information: OB Holdings, LLC is a Florida Limited Liability Company

(d)

The Reporting Person/Entity has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Person/Entity has not, during the last five years, been 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 not 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.

(f)

OB Holdings, LLC is a Florida Limited Liability Company.


(a)

This 13D is being filed on behalf of the following person: RELIABLE ENERGY MANAGEMENT INFORMATION, LLC

(b)

The principal business address for the Reporting Person is 2931 Plumbrook, Maumee, OH 43537.

(c)

Employment Information: Reliable Energy Management Information, LLC is an Ohio Limited Liability Company.

(d)

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Person has not, during the last five years, been 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 not 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.

(f)

Reliable Energy Management Information, LLC is an Ohio Limited Liability Company.


(a)

This 13D is being filed on behalf of the following person: Dr. Leonard Makowka

(b)

The principal business address for the Reporting Person is 1827 Peacock Lane, Holland, OH 43528.

(c)

Employment Information:

Dr. Makowka was appointed Strategic Medical Manager of Medina International Holdings, Inc. on May 13, 2016. Dr. Makowka earned and received an M.D. in 1977 from the University of Toronto, a Master of Science from the Department of Pathology at the University of Toronto in 1979 and a Doctor of Philosophy in 1982 from the Department of Pathology at the University of Toronto.

(d)

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Person has not, during the last five years, been 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 not 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.

(f)

Dr. Makowka is a United States citizen.

15



 

(a)

This 13D is being filed on behalf of the following person:   Dr. Christopher JWB Leggett, CMD

(b)

The principal business address for the Reporting Person is P.O. Box 280, Duluth, GA 30097.

(c)

Employment Information:

Dr. Christopher JWB Leggett is a clinical academic interventional cardiologist. He received his board certifications in internal medicine, cardiology and interventional cardiology through the American Board of Internal Medicine. He presents to us with a lifetime of stellar achievement. A Native of Cleveland, Ohio he was born the tenth of eleven children to Willie and Ethel Leggett. At thirteen years of age, he was awarded a three year academic scholarship by the "A Better Chance" organization to attend Phillips Academy in Andover, Massachusetts. After graduation, he received a four year academic scholarship to attend Princeton University. He graduated with a Bachelor of Arts degree in Sociology in 1982. He was a campus leader and member of the Princeton University basketball team.

His education continued at Case Western Reserve School of Medicine where he received his Doctorate of Medicine in 1986. He completed his internal medicine internship and residency at the world renowned Johns Hopkins Hospital in Baltimore, Maryland. He then completed his cardiology fellowship at Emory University School of Medicine. Immediately following his fellowship he remained on faculty at Emory as an attending in the Cardiac Catheterization Laboratory at the Veterans Administration Hospital of Atlanta. Dr. Leggett was then offered a prestigious interventional cardiology fellowship at the University of Alabama at Birmingham under the tutelage of world leader and pioneer of cardiac stent technology, Dr. Gary Roubin. He was subsequently expertly trained in all aspects of coronary and peripheral endovascular interventions and technology.

(d)

The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Person has not, during the last five years, been 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 not 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.

(f)

Dr. Christopher JWB Leggett, CMD is a citizen of the United States of America.


(a)

This 13D is being filed on behalf of the following person:  OROSA Holdings, Inc.

(b)

The principal business address for the Reporting Person is 927 Lincoln Road, Suite #200,  Miami Beach, FL 33139.

(c)

Employment Information: OROSA Holdings, Inc. is a Florida corporation.

(d)

The Reporting Person/Entity has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Person/Entity has not, during the last five years, been 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 not 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.

(f)

OROSA Holdings, Inc. a a Florida corporation.


(a)

This 13D is being filed on behalf of the following person:  Derrick Orosa

(b)

The principal business address for the Reporting Person is 12021 SW 40th Street,  Miami, FL 33175.

(c)

Employment Information: Mr. Orosa's knowledge and proven track record in creating companies that have been profitable and successful at capitalizing the markets have been the main components to his own success, and most importantly, his clients'.  Mr. Orosa is currently in the process of creating and organizing Health Care City, in which an ACO, MCO, MSO, hospitals and strategically located outpatient centers providing a complete array of Healthcare Services using Integrated Technology on site and in each location, including, Pharmacy, Clinical and Diagnostic Lab, Radiology, Durable Medical Equipment, Home Health and Connective Medicine using Tele-Health along with Physician and Specialist Services.

(d)

The Reporting Person/Entity has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

The Reporting Person/Entity has not, during the last five years, been 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 not 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.

(f)

Mr. Orosa is a citizen of the United States of America.

 

16



Item 3. Source and Amount of funds or Other Consideration

On April 29, 2016, Medina International Holdings, Inc. (the "Company") entered into an Acquisition and Purchase Agreement with Medical Innovation Holdings, a Joint Venture ("MedHold") with an effective date of April 29, 2016, whereby all of the assets of MedHold would be acquired by the Company from MedHold.  Per the Agreement, MedHold received 351,000,000 common shares (98.3%) of the Company.  At the Closing of the Acquisition and Purchase Agreement, the following persons/entity received shares  as designated by MedHold as follows:

Name and Address of Beneficial Owner (1)

Nature of Beneficial Ownership

Amount and Nature of Beneficial Owner

Arturo "Jake" Sanchez, CEO

Common Stock

20,000,000

Lawrence R. Litowitz, Interim CFO

Common Stock

1,000,000

John Stol, Director

Common Stock

3,000,000

IMS Group, LLC

Common Stock

17,000,000

Elk Health Holdings, LLC

Common Stock

144,000,000

OB Holdings, LLC

Common Stock

154,000,000

Reliable Energy Management Information, LLC (1)

Common Stock

1,000,000

Dr. Christopher Leggett, CMD

Common Stock

4,000,000

OROSA Holdings, Inc. (2)

Common Stock

7,000,000

OB Holdings, LLC

Series "A" Convertible Preferred Stock

18

Elk Health Holdings, LLC

Series "A" Convertible Preferred Stock

12

     
(1) Dr. Leonard Makowka, Strategic medical Manager, is a 33% Interest Holder Member  in the LLC
(2) Derrick Orosa is President of OROSA Holdings, Inc.

17



Item 4. Purpose of Transaction

The information set forth or incorporated in Item 3 is incorporated herein by reference.

Arturo "Jake" Sanchez and Lawrence R. Litowiz are deemed beneficial owners as Officers of the Issuer.  John Stol and Ramuindo Dias are deemed beneficial owners as Directors of the Issuer.  Elk Health Holdings, LLC and OB Holdings, LLC are more than 5% beneficial owners.  Dr. Leonard Makowka, Dr. Christopher Leggett, CMD and Derrick Orosa were deemed beneficial owners as management with MedHold.

The Reporting Persons have plans which relate to, or could result in the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D as follows:

  (a) - (c)

Acquisition Agreement - April 29, 2016 - Medina International Holdings, Inc. and Medical Innovation Holdings

On April 29, 2016, Medina International Holdings, Inc. (the "Company") entered into an Acquisition and Purchase Agreement with Medical Innovation Holdings, a Joint Venture ("MedHold") with an effective date of April 29, 2016, whereby all of the assets would be acquired by the Company from MedHold. In conjunction therewith, a total of approximately $3,112,599 in debt owed by the company and its subsidiaries, will be released from the company at closing.

     
   

Acquisition and Purchase Agreement - Medina International Holdings, Inc. and  Daniel Medina and Rao Mankal

The Company has entered into an Agreement and completed a disposition of assets to Madhava Rao Mankal and Daniel Medina, who agreed to purchase those certain assets known as the "boat assets" and the stock of Harbor Guard Boats, Inc., and have agreed to assume certain of the debts listed in the Agreement attached as an exhibit hereto.  Madhava Rao Mankal and Daniel Medina  released the notes to themselves, and  provided releases of the other notes or obligations as to any liability of Medina International Holdings, Inc.  The closing shall occurred simultaneously and as a condition of the closing of the Acquisition Agreement with medical Innovation Holdings, Joint Venture. The company is relieved, through this divestiture, of the large debt of over $1,140,311 carried on its books, and any assets associated therewith, which have all been written off at this time.  The agreement further provided that certain common shares  of the company be surrendered, owned by Albert Mardikian, MGS Gran Sports, Daniel Medina, and Madhava Rao Mankal, totaling 35 million shares, which shall be cancelled and retired to treasury.

     
   

Settlement Agreement and Release - Medina International Holdings, Inc. and Chenji Srinivasan Seshadri

In conjunction with the Acquisition and Purchase Agreement discussed in the preceding section, Medina International Holdings, Inc. (the "Company") entered into a Settlement Agreement and Release with Chenji Srinivasan Seshadri ("Debtholder") and Harbor Guard Boats, Inc., a California Corporation ("Harbor Guard").

The Agreement compromises, settles and otherwise resolves all claims for common shares, subscriptions, or Notes, or debts, relating to the Company and Debtholder as to any and all claims or causes of action whatsoever against the Company by Debtholder for any matter, action, or representation as the Company, any debt or Note, the subscription, by the subscriber, and other potential claims and causes of action arising from any relationship, agreement, subscription, debt, or Note, or actions of the Company or its management which may be claimed by Debtholder up to the date hereof.

     
   

Settlement Agreement and Release - Medina International Holdings, Inc., Daniel Medina, and Harbor Guard Boats, Inc.

In conjunction with the Acquisition and Purchase Agreement discussed in the preceding section, Medina International Holdings, Inc. (the "Company") entered into a Settlement Agreement and Release with Daniel Medina ("Debtholder") and Harbor Guard Boats, Inc., a California Corporation ("Harbor Guard").

Harbor Guard assumed and agreed to pay the debt that Debtholder hold of Medina International and that is released from the Company.  Such debt is $567,660.30 including all interest and accrued payroll.

18



 

     
   

Settlement Agreement and Release - Medina International Holdings, Inc., Madhava Rao Mankal, and Harbor Guard Boats, Inc.

In conjunction with the Acquisition and Purchase Agreement discussed in the preceding section, Medina International Holdings, Inc. (the "Company") entered into a Settlement Agreement and Release with Madhava Rao Mankal ("Debtholder") and Harbor Guard Boats, Inc., a California Corporation ("Harbor Guard").

Harbor Guard assumed and agreed to pay the debt that Debtholder hold of Medina International and that is released from the Company.  Such debt is $572,651.30 including all interest and accrued payroll.

     
   

Settlement Agreement and Release - Medina International Holdings, Inc.,  Srikrishna Mankal, and Harbor Guard Boats, Inc.

In conjunction with the Acquisition and Purchase Agreement discussed in the preceding section, Medina International Holdings, Inc. (the "Company") entered into a Settlement Agreement and Release with Srikrishna Mankal ("Debtholder") and Harbor Guard Boats, Inc., a California Corporation ("Harbor Guard").

Harbor Guard assumed and agreed to pay the debt that Debtholder hold of Medina International and that is released from the Company.  Such debt is $57,000 including all accrued interest.

     
   

Completion of Acquisition

On April 29, 2016, Medina International Holdings, Inc. (the "Company") entered into an Acquisition Agreement ("Acquisition") with Medical Innovation Holdings, a Joint Venture ("MedHold") with an effective date of April 29, 2016, whereby all of the assets of Medhold would be acquired by the Company from MedHold. Pursuant to the Asset Acquisition Agreement, the closing of the Acquisition was effective April 29, 2016.

Per the Acquisition Agreement, the following items occurred:

  1. The Company approved the issuance of 351,000,000 shares of the Company's restricted common stock  to MedHold's designees;

  2. 30 shares of Series "A" Convertible Preferred Stock, representing all the Preferred issued and outstanding of Medina International Holdings, Inc. from Madhava Rao Mankal and Daniel Medina shall be conveyed for $100 to MedHold;

  3. A total of 35,000,000 common shares owned by Madhava Rao Mankal, Daniel Medina and Albert Mardikian, and MGS Grand Sports, Inc. shall be conveyed under separate Share Purchase Agreements to retire to treasury for $100 each;

  4. The outstanding notes for legal fees for a total of $256,000, approximately, plus accrued interest thereon, were assumed and agreed to be paid in accordance with the terms thereof, without defenses or disagreements thereto at the time of closing.  The outstanding balances due to the auditor (approximately $18,000, including current quarter review fees) and transfer agent (approximately $1,500) shall be paid as the earnest money; and

  5. Assignments of the Assets were issued in the form of a Bill of Sale duly executed.

Disposition of assets:  The Company has completed a disposition of assets to Madhava Rao Mankal and Daniel Medina, who agreed to purchase those certain assets known as the "boat assets" and the stock of Harbor Guard Boats, Inc., and have agreed to assume certain of the debts listed in the Agreement attached as an exhibit hereto.  Madhava Rao Mankal and Daniel Medina  released the notes to themselves, and  provided releases of the other notes or obligations as to any liability of Medina International Holdings, Inc.  The closing shall occurred simultaneously and as a condition of the closing of the Acquisition Agreement with Medical Innovation Holdings, Joint Venture. The Company is relieved, through this divestiture, of the large debt of over $1,140,311 carried on its books, and any assets associated therewith, which have all been written off at this time.  The agreement further provided that certain common shares of the Company be surrendered, owned by Albert Mardikian, MGS Gran Sports, Daniel Medina, and Madhava Rao Mankal, totaling 35 million shares, which shall be cancelled and retired to treasury.

     
  (d)

In connection with the closing of the Acquisition and Purchase Agreement on April 29, 2016, and effective ten days after mailing of a Notice pursuant to Section 14(f) of the Securities Exchange Act of 1934, John Erich Lewis and Michael J. Gallo resigned as Officers and Directors of the Company.  Daniel Medina and Madhava Rao Mankal resigned as Officers and Directors upon filing of the Form 10K and Form 10Q filings on May 13, 2016.  John Stol and Raimundo Dias are appointed as Directors concurrent with the transactions herein described, and Arturo Sanchez and Lawrence Litowitz are appointed effective ten days after the mailing of the Section 14(f) Notice to Shareholders.

     
  (e) None.
     
  (f) None.
     
  (g) New Management and the Company intends to change the Company's name and reverse split of the Company's stock.
     
  (h) None.
     
  (i) None.
     
  (j) None.
     

The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

19



Item 5. Interest in Securities of the Issuer

(b) Number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition:

(a) Aggregate number and percentage of the class of securities beneficially owned

Sole Power to Vote or to Direct the Vote:

Shared Power to or to Direct the Vote

Sole Power to Dispose or to Direct the Disposition of:

Shared Power to Dispose or to Direct the Disposition of:

 

(Common Stock)

       

Arturo "Jake" Sanchez

20,000,000 - 5.70%

20,000,000

0

20,000,000

0

Lawrence R. Litowitz

1,000,000 - 0.28%

1,000,000

0

1,000,000

0

John Stol

3,000,000 - 0.85%

3,000,000

0

3,000,000

0

IMS Group, LLC 17,000,000 - 4.84%

17,000,000

0 17,000,000 0

Elk Health Holdings, LLC

144,000,000 - 41.02%

144,000,000

0

144,000,000

0

OB Holdings, LLC

154,000,000 - 43.84%

154,000,000

0

154,000,000

0

Reliable Energy Management Information, LLC

1,000,000 - 0.28%

1,000,000

0

1,000,000

0

Dr. Leonard Makowka (1) 1,000,000 - 0.28% 0 1,000,000 0 1,000,000

Dr. Christopher Leggett, CMD

4,000,000 - 1.14%

4,000,000

0

4,000,000

0

OROSA Holdings, Inc. (2)

7,000,000 - 2%

7,000,000

0

7,000,000

0

           
           
 

(Series "A" Convertible Preferred Stock)

       
OB Holdings, LLC 18-60% 18 0 18 0
Elk Health Holdings, LLC 12-40% 12 0 12 0
 
         

(1) Dr. Leonard Makowka, Strategic Medical Manager, is a 33% Interest Holder Member in Reliable Energy Management Information, LLC.

(2) Derrick Orosa is President of OROSA Holdings, Inc.

 

(c)

Except as disclosed above, the Reporting Person has not effected any transaction in the shares during the preceding 60 days.

(d)

No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares reported on this Schedule 13D.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 4 above which is incorporated by reference herein.

Item 7. Material to Be filed as Exhibits

10.1 Acquisition and Purchase Agreement between Medina International Holdings, Inc. and MedHold Innovations Holdings, Joint Venture
10.2 Acquisition and Purchase Agreement - Medina International Holdings, Inc. and Daniel Medina and Rao Mankal

20



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.

Dated: June 8, 2016

By:

/s/ Arturo "Jake" Sanchez

Name:

Arturo "Jake" Sanchez

 

By:

/s/ Lawrence R. Litowitz

Name:

Lawrence R. Litowitz

 

By:

/s/ John Stol

Name:

John Stol

 

      IMS Group, LLC
       

By:

/s/ Maria Hernandez

Name:

Maria Hernandez, Manager

 

      Elk Health Holdings, LLC
       

By:

/s/ Maria Del Pilar Gutierrez

Name:

Maria Del Pilar Gutierrez, Manager

 

      OB Holdings, LLC
       

By:

/s/ Alexis Birbragher

Name:

Alexis Birbragher, Manager

 

 

      Reliable Energy Management Information, LLC
       

By:

/s/ John Antonio

Name:

John Antonio, Manager

 

By:

/s/ Dr. Leonard Makowka

Name:

Dr. Leonard Makowka

 

By:

/s/ Dr. Christopher Leggett

Name:

Dr. Christopher Leggett, CMD

 

      OROSA Holdings, Inc.
       

By:

/s/ Derrick Orosa

Name:

Derrick Orosa, President

 

By:

/s/ Derrick Orosa

Name:

Derrick Orosa

 

 

21

EXHIBIT 10.1

EXHIBIT 10.2

ACQUISITION AND PURCHASE AGREEMENT

DATED AS OF

April 29, 2016

BY AND BETWEEN

MEDINA INTERNATIONAL HOLDINGS, INC.

AND

 

 Daniel Medina and Rao Mankal



AGREEMENT

This AGREEMENT, dated as of April  29, 2016 (the "Agreement"), is by and between MEDINA INTERNATIONAL HOLDINGS, INC. ("MIHI"), a Colorado Corporation, and Daniel Medina   and Rao Mankal (" Purchasers ")

WHEREAS, the Board of Directors of MIHI has approved the Agreement (the "Agreement");

NOW, THEREFORE, in consideration of the foregoing and to document the respective intentions, representations, warranties, covenants and agreements by and between the undersigned, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties do hereby agree as follows:

ARTICLE I
THE
CONSIDERATION

SECTION 1.01 Consideration and Acquisition. The  consideration deliverable at Closing  between the parties is as follows:

In consideration for the conveyance by MIHI to  PURCHASERS , of 100% of the issued and outstanding stock of Harbor Guard Boats, Inc., (a California Corporation), holder of the assets listed on exhibit A, Purchasers shall assume all of the debt as listed on Exhibit B, obtaining releases of the debt satisfactory to MIHI to be delivered at closing, and Purchasers shall execute a separate indemnity agreement that shall survive the closing hereunder indemnifying MIHI from all of the debt associated with Harbor Guard Boats, Inc. including any taxes, franchise taxes, personal property taxes or sales taxes that may ever be asserted against MIHI for the Harbor Guard Boats, Inc. operations.

SECTION 1.02  Effective Date of the Acquisition

The Acquisition shall be deemed effective as of April 29, 2016, regardless of the date of the requirement of delivery of certain items deliverable under this or any related transaction documents,  including the delivery of the certificate for the shares of Stock of Harbor Guard Boats, Inc. duly executed with a stock power by Purchasers to MIHI simultaneously with the delivery of the assumption and the releases of the debt, and the executed Indemnity Agreement as set forth in 1.01 above.

ARTICLE II

TITLE AND LICENSING MATTERS

SECTION 2.01  Title

MIHI warrants and represents that when delivered hereunder, the shares of Harbor Guard Boats, Inc., shall be free and clear of all liens and encumbrances, and the conveyance of the shares of Harbor Guard Boats, Inc. will not trigger a default or be an event of default as to any other business aspect or matter pertaining to MIHI.

-1-



ARTICLE III

CLOSING

 

SECTION 3.01  Closing

Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the closing of the Acquisition (the "Closing") shall take place as soon as reasonably practicable (but in no event on written notice of less than two (2) business days) after all of the conditions set forth in Article VII are satisfied or, to the extent extended hereunder, at the offices of_____________, located at _____________________ on or before 10:00 a.m. local time on _________________, or at such other time and place as may be agreed to in writing by the parties hereto (the date of such Closing being referred to herein as the "Closing Date") at which time the Assets and the consideration identified in Section 1.01 shall be delivered.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF MIHI

Except as set forth in the applicable section of any disclosure schedule delivered by "MIHI" to Purchasers prior to the execution of this Agreement (the "MIHI" Disclosure Schedule"), MIHI represents and warrants to Purchasers as follows:

SECTION 4.01   Organization of MIHI; Authority

MIHI is an entity duly organized, validly existing, and in good standing under the laws of the State of Colorado.  MIHI has all requisite corporate power and corporate authority to enter into the transaction documents to which it is a party ("Transaction Documents"), to consummate the transactions contemplated hereby and thereby, to own, lease and operate its properties, and to conduct its business.  The execution, delivery, and performance by MIHI of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of MIHI, including, without limitation, the approval of the board of directors of MIHI.  The Transaction Documents have been duly executed and delivered and, assuming that the Transaction Documents constitute a valid and binding obligation of the other parties thereto, constitute a valid and binding obligation of MIHI, enforceable against MIHI in accordance with their terms. 

SECTION 4.02   No Violation; Consents and Approvals

The execution and delivery by MIHI of the Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby and MIHI's compliance and performance with the terms hereof and thereof will not, conflict with or result in any violation of or default (or an event which, with notice or lapse of time or both, would constitute a default) under, (a) the terms and conditions or provisions of the certificate of incorporation or by-laws of MIHI (b) any Law applicable to MIHI or the property or assets of MIHI, or (c) give rise to any right of termination, cancellation or acceleration under, or result in the creation of any lien upon any of the properties of MIHI under any contract to which MIHI is a party or by which MIHI or any assets of MIHI may be bound.  No

-2-



governmental approval is required to be obtained or made by or with respect to MIHI in connection with the execution and delivery of this Agreement or the consummation by MIHI of the transactions contemplated hereby.

SECTION 4.03   Litigation; Compliance with Laws

(a)   There are no claims, actions, suits, investigations or proceedings pending or, to the knowledge of MIHI, threatened against, relating to or affecting MIHI, its business or its assets that could prevent or enjoin, or delay in any respect, consummation of the transactions contemplated hereby or MIHI's operation of its business after Closing.  MIHI is not in default under any order, license, regulation or demand of any federal, state, or local court or other governmental agency with respect to any order, writ, injunction, or decree of any court or such agency.

(b)    MIHI has complied with, and is in compliance in all material respects with, all federal, state, and local statutes, laws, regulations, ordinances, rules, judgments, orders or decrees applicable to MIHI, the operation of its business, and its assets (individually, a "Law" and collectively, "Laws").  MIHI has received no notice from any federal, state, or local court, agency, organization, or political subdivision (each, a "Governmental Entity") or other person of any violation of any Law.  MIHI has obtained and holds all required permits, licenses, certificates of authority, orders, and approvals (collectively, "Licenses") of, and has made all filings, applications and registrations with, federal, state, local, or foreign governmental or regulatory bodies that are required in order to permit it to carry on its business as presently conducted and the absence of which would have an adverse effect on such business.  All such Licenses are in full force and effect and current.  To the knowledge of MIHI, no suspension or cancellation of License is threatened, no violations are or have been recorded in respect of any such License, and no proceeding is pending, or, to the knowledge of "MIHI", threatened to revoke or limit any such License.

SECTION 4.05  No Brokers or Finders

Neither MIHI nor any of its officers, directors, employees, or agents has employed any broker or finder or incurred any liability for any financial advisory fees, brokerage fees, consulting fees, commissions or finder's fees, and no broker or finder has acted directly or indirectly for MIHI, in connection with this Agreement or the transactions contemplated hereby, in each case, whose fees MIHI would be required to pay.

ARTICLE V
ADDITIONAL AGREEMENTS

SECTION 5.01  Legal Conditions to Transaction; Reasonable Efforts

The parties shall take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on itself with respect to the Transaction and will promptly cooperate with and furnish information to each other in connection with any such requirements imposed upon any of them in connection with the Transaction.  The parties will take all reasonable actions necessary to obtain (and will cooperate with each other in obtaining) any consent, authorization, order or

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approval of, or any exemption by, any Governmental Entity or other public or private third party, required to be obtained or made by the parties in connection with the Transaction or the taking of any action contemplated thereby or by this Agreement.

SECTION 5.02  Certain Filings

Each party shall cooperate with the other in (a) connection with the preparation of an announcement or required filings, (b) determining whether any action by or in respect of, or filing with, any governmental body, agency, official or authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any material contracts, in connection with the consummation of the transactions contemplated by this Agreement and (c) seeking any such actions, consents, approvals or waivers or making any such filings, furnishing information required in connection therewith and seeking timely to obtain any such actions, consents, approvals or waivers.  Each party shall consult with the other in connection with the foregoing and shall use all reasonable commercial efforts to take any steps as may be necessary in order to obtain any consents, approvals, permits or authorizations required in connection with the transaction.

SECTION 5.04   Public Announcements and Filings

Prior to any release, each party shall give the other a reasonable opportunity to comment upon, and, unless disclosure is required, in the opinion of counsel, by applicable Law, approve (which approval shall not be unreasonably withheld), all press releases or other public communications of any sort relating to this Agreement or the transactions contemplated hereby.

SECTION 5.05  TAX Matters

No representation is made with regard to the tax implications of the agreement for any entity or investor.

ARTICLE VI
CONDITIONS OF THE CLOSING

SECTION 6.01   Conditions to Each Party's Obligation to Effect the Transaction

The respective obligations of each party to close the Transaction contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following condition, which may be waived, in whole or in part to the extent permitted by applicable Law.  No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, execution order, decree, injunction or other order (whether temporary, preliminary or permanent) which is in effect and which materially restricts, prevents or prohibits consummation of the Transaction or any transaction contemplated by this Agreement; provided, however, that the parties shall use reasonable commercial efforts to cause any such decree, judgment, injunction or other order to be vacated or lifted.

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SECTION 6.02   Additional Conditions of Obligations of MIHI

The obligation of MIHI to effect the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by MIHI:

(a)        Representations and Warranties.  The representations and warranties of Purchasers set forth in this Agreement shall be true and correct in all material respects [except for those representations and warranties qualified by materiality] as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, except as otherwise contemplated by this Agreement.

(b)         Performance of Obligations of Purchasers.  Purchasers shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by her under this Agreement at or prior to the Closing Date.

 (d)        Third Party Consents.    Purchasers shall have obtained all consents and approvals, required to be obtained prior to or at the Closing Date, from third parties or Governmental Authorities in connection with the execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby.

SECTION 6.03   Additional Conditions of Obligations of  Purchasers

The obligation of Purchasers to close the Transaction is also subject to the satisfaction at or prior to the Closing Date of the following additional conditions unless waived in writing by  Purchasers :

(b)        Performance of Obligations of MIHI .  MIHI shall have performed in all material respects all conditions, covenants, agreements and obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c)         Deliveries .  At the Closing, MIHI shall have delivered to Purchasers, a certificate for 100% of the duly issued and authorized common shares of Harbor Guard Boats, Inc., a California Corporation.

ARTICLE VII
TERMINATION

SECTION 7.01   Termination

This Agreement may be terminated at any time prior to closing, by MIHI or  Purchasers  as set forth below:

(a)        by mutual consent of the board of directors of MIHI and  PURCHASERS ; or

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(b)        by MIHI upon written notice to PURCHASERS , if any condition to the obligation of MIHI to close contained in Article VII hereof has not been satisfied by ninety (90) days after date hereof (the "End Date") (unless such failure is the result of MIHI's breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of its duties and obligations hereunder); or

(c)        by Purchasers upon written notice to MIHI, if any condition to the obligation of Purchasers to close contained in Article VII hereof has not been satisfied by the End Date (unless such failure is the result of  PURCHASERS 's or  PURCHASERS 's breach of any of its representations, warranties, covenants or agreements contained herein or failure to diligently pursue and fulfill any of her duties and obligations hereunder); or

(d)        by MIHI or by Purchasers if the board of directors or special committee of MIHI or Purchasers acting with authority granted by said company's by-laws or board of directors determines, in good faith, based upon the written opinion of its outside legal counsel, that the failure to terminate this Agreement would constitute a breach of the fiduciary duties of the MIHI or Purchasers board of directors or special committee to the MIHI stockholders or Purchasers stockholder under applicable Law; or

(e)        by MIHI or  PURCHASERS , upon written notice to the other party, in the event that any Governmental Entity shall have issued any order, decree, or injunction or taken any other action restraining, enjoining, or prohibiting any of the transactions contemplated by this Agreement, and such order, decree, injunction or other action shall have become final and non-appealable.

SECTION 7.02   Effects of Termination

In the event of any termination of this Agreement as provided in Section 8.01 of this Agreement, this Agreement shall forthwith become wholly void and of no further force and effect (other than Article VIII and Article X, which shall remain in full force and effect); provided that nothing herein shall relieve any party from liability for breaches of this Agreement prior to its termination.

SECTION 7.03  Fees, Costs and Expenses

Whether or not the Transaction is consummated, all legal costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such cost and expense.

ARTICLE VIII

SURVIVAL OF REPRESENTATIONS AND WARRANTIES;

POST-CLOSING CONDITIONS AND COVENANTS

SECTION 8.01  Survival of Representations and Warranties

 The covenants, agreements, obligations, representations and warranties of the parties set forth in this Agreement shall survive the Closing. 

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SECTION 8.02  Indemnifications

            The Purchasers shall deliver a separate Indemnification Agreement at closing which shall provide as follows, together with such other reasonable language as is necessary to complete an enforceable agreement of indemnity.

(a)        Purchasers shall indemnify MIHI against and save and hold MIHI and the estates, legatees, devisees, legal and personal representatives, successors and assigns (collectively the "Indemnified Parties") forever harmless from any and all accounts, actions, assessments, causes of action, claims, contracts, controversies, costs, covenants, damages, debts, demands, disbursements, expenses, interest, liabilities, losses, judgments, penalties, promises and suits whatsoever (including without limitation punitive and consequential damages), including all reasonable attorneys' fees and expenses of counsel, and other reasonable expenses incurred by an Indemnified Party in connection with the investigation of, preparation for, or defense of, any pending or threatened claim, action or proceeding, whether or not resulting in any liability and whether or not such Indemnified Party is a party, which fees and expenses shall be paid or reimbursed by Purchasers as they are incurred by the Indemnified Party), imposed upon, incurred or sustained by, or asserted against an Indemnified Party, as a result of or arising out of or by virtue of:

 (i)        Any breach of any representation or warranty made by Purchasers to MIHI herein or in any agreement, document, assumption, release, or instrument executed and delivered pursuant hereto or in connection herewith; and

(ii)        The failure of Purchasers to comply with, or the breach by Purchasers of, any of the covenants of this Agreement or in any agreement, document or instrument executed and delivered pursuant hereto or in connection herewith, to be performed by Purchasers (including, without limitation, this Section 8.02(a).

The Indemnified Party shall give Purchasers written notice of any matter hereby indemnified against, and Purchasers shall satisfy, pay and discharge any and all of an Indemnified Party's above-described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (10) days of the sending of said notice.  In the event that the matter indemnified hereunder involves an action at law or in equity against an Indemnified Party by a 3 rd party, or any type of quasi-judicial, administrative or other type of proceeding against an Indemnified Party by a 3 rd party, the Indemnified Party shall give Purchasers written notice of said matter within ten (10) days of discovery thereof.  Purchasers may and, upon the Indemnified Party's request, shall at Purchasers' expense, resist and defend such matter by counsel selected by Purchasers and reasonably approved by the Indemnified Party.  The appearance of an Indemnified Party in any such defense shall not constitute a waiver of its right to require Purchasers to fulfill its obligations under this indemnity.  An Indemnified Party shall provide such information and cooperation as Purchasers shall reasonably request, and Purchasers shall satisfy, pay and discharge any and all judgments and fines that may be recovered against an Indemnified Party in any such action or actions. 

MIHI shall give Purchasers written notice of any matter hereby indemnified against, and Purchasers shall satisfy, pay and discharge any and all of MIHI's above-described claims, demands, damages, costs, expenses, etc. under this indemnity within ten (10) days of the sending of said notice.  In the event that the matter

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indemnified hereunder involves an action at law or in equity against MIHI by a 3 rd party, or any type of quasi-judicial, administrative or other type of proceeding against MIHI by a 3 rd party, MIHI shall give Purchasers written notice of said matter within ten (10) days of discovery thereof.  Purchasers may and, upon MIHI's request, shall at  Purchaser's expense, resist and defend such matter by counsel selected by Purchasers and reasonably approved by MIHI.  The appearance of MIHI in any such defense shall not constitute a waiver of its right to require Purchasers to fulfill her obligations under this indemnity.  MIHI shall provide such information and cooperation as Purchasers shall reasonably request, and Purchasers shall jointly and severally satisfy, pay and discharge any and all judgments and fines that may be recovered against MIHI in any such action or actions. 

ARTICLE IX
MISCELLANEOUS

SECTION 9.01 Notices

Any notice or communication required or permitted by this Agreement shall be given in writing and addressed as follows:

if to MIHI to:

 

MEDINA INTERNATIONAL HOLDINGS, INC.

                                               

                                               

                                                 

if to Purchasers              

                                    

Notices shall be served personally, by overnight express mail service by a nationally recognized courier, or by first-class, certified mail, return receipt requested, postage pre-paid.  If sent personally, notice shall be deemed delivered upon receipt.  If sent by overnight express mail service, notice shall be deemed delivered 24 hours after delivery into the possession and control of the courier.  If sent by first-class, certified mail, return receipt requested, notice shall be deemed delivered the earlier of seventy-two (72) hours after mailing or the date on the return receipt, a refusal being deemed a delivery on the date of refusal.  If the party to whom any such notice is sent has relocated without leaving a forwarding address, then the notice shall be deemed delivered on the date the notice-receipt is returned stating that the same was undeliverable at such address.  Any party may give notification to the other party in any manner described above for change of address for the sending of notices.

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SECTION 9.02  Amendment; Waiver

This Agreement may be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may be given, provided that the same are in writing and signed by or on behalf of all of the parties hereto.

SECTION 9.03  Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, estates, legal and personal representatives, successors and assigns; provided, that no party shall assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other party hereto.

SECTION 9.04 Governing Law

This Agreement shall be construed in accordance with and governed by the law of the State of Colorado without regard to principles of conflict of laws.

SECTION 9.05  Mediation / Arbitration  

(a)        In the event that a dispute should arise under this Agreement, the dispute shall be submitted to mediation under the Uniform Mediation Act (even if said Act has not been adopted in the State of Colorado.  Upon written notice by one party to the other of a dispute for mediation, seven (7) days shall be provided for the answer, including an indication of the answering party's willingness to move forward with mediation.  In the event said answering party is NOT willing to mediate the identified dispute, the matter shall be moved forward to arbitration as set forth below.  All costs of mediation shall be equally borne by the parties hereto.

(b)        In the event that one or both parties determine that Mediation of an identified dispute is unacceptable, the dispute shall be settled by binding arbitration conducted in Denver, Colorado in accordance with the Expedited Procedures of the Commercial Arbitration Rules of the American Arbitration Association, modified as follows: The party seeking arbitration shall submit to the other party a statement of the issues(s) to be arbitrated and shall designate such party's nominated arbitrator.  The responding party shall respond with any additional or counter statement of the issue(s) to be arbitrated and shall designate the responding party's arbitrator within fourteen (14) days after receipt of the initial notice of arbitration.  The two (2) arbitrators thus nominated shall proceed promptly to select a third arbitrator, who will conduct the arbitration hearing as promptly as the circumstances allow, and within a schedule set forth to both parties not less than 30 days following appointment unless a shorter time is agreed in writing by both parties hereto, and shall render a decision in writing.  Any decision rendered in any arbitration shall be accepted by the parties as final and binding, and shall be controlled by the United States Arbitration Act, 9 U.S.C. §1, et seq.  Any judgment awarded may be entered and recorded in any court of competent jurisdiction.  The arbitration panel shall have no authority to make any ruling, finding or award that does not conform to applicable law.  The arbitrator shall have authority to award costs and attorney fees to the prevailing party in accordance with the merits and good faith position asserted by the parties.

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SECTION 9.06  Consent to Jurisdiction

Each of the parties hereby irrevocably and unconditionally submits to the exclusive jurisdiction of any court of the State of Colorado or any federal court sitting in Colorado for purposes of any suit, action, or other proceeding arising out of this Agreement and the Transaction Documents (and agrees not to commence any action, suit or proceedings relating hereto or thereto except in such courts).  Each of the parties agrees that service of any process, summons, notice or document pursuant to the laws of the State of Colorado and on the parties designated in Section 9.01 shall be effective service of process for any action, suit or proceeding brought against it in any such court.

SECTION 9.07 Counterparts; Effectiveness

(a)        This Agreement may be signed and transmitted by facsimile machine or by electronic mail.  The signature of any person on a facsimile/electronically transmitted copy hereof shall be considered an original signature, and a facsimile/electronically transmitted copy hereof shall have the same binding effect as an original signature on an original document.  At the request of any party hereto, any facsimile/electronic copy of this Agreement shall be re-executed in original form.  No party hereto may raise the use of a facsimile machine or computer, or the fact that any signature was transmitted through the use of a facsimile machine or electronically as a defense to the enforcement of this Agreement or any amendment or other document executed in compliance with this paragraph.

(b)        The exchange of copies of this Agreement and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by a combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of an original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

(c)        This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

SECTION 9.08  Entire Agreement; No Third Party Beneficiaries; Rights of Ownership

Except as expressly provided herein, this Agreement (including the Exhibits, documents, and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.  Except as expressly provided herein, this Agreement is not intended to confer upon any person, other than the parties hereto, any rights or remedies hereunder.  The parties hereby acknowledge that MIHI shall not be deemed to have acquired the Assets until Closing of the transactions described herein.

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SECTION 9.09  Headings

The headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

SECITON 9.10  No Strict Construction

The parties hereto have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises under any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the parties thereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

SECTION 9.11  Severability

If any term or other provision of this Agreement is invalid, illegal or unenforceable, all other provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a manner that is materially adverse to any party.

SECTION 9.12   Attorneys Fees

In the event it becomes necessary for any party to employ legal counsel or to bring an action at law, in equity or other proceedings to enforce any of the terms of this Agreement, the prevailing party in any such action or proceeding shall be awarded its costs and reasonable attorneys' fees from the non-prevailing party.

SECTION 9.13 Directors  Replacement

After the approval of this transaction by the Board, effective at the closing, the Board shall shall appoint two more directors concurrent with the closing hereof, Cory Coppage and Redgie Green, and John Eric Lewis and Mike Gallo shall tender their resignations as directors effective upon the closing, and Rao Mankal and Daniel Medina agree to serve as directors until a Section 14 f Notice has been mailed, or 90 days whichever is earlier.

SECTION 9.13   Confidentiality

Each party to this Agreement will hold, and will cause its respective directors, officers, employees, agents, consultants, and advisors to hold, in strict confidence, unless, based on the advice of outside counsel, disclosure to a Governmental Entity is necessary or appropriate in connection with any necessary regulatory approval, or request for information or similar process, or unless compelled to disclose by judicial or administrative process or by other requirement of law or the applicable requirements of any Governmental Entity (in which case, the party permitted to disclose such information shall, to the extent legally permissible and reasonably practicable, provide the other party with prior written notice of such permitted disclosure), all nonpublic records, books, contracts, instruments, computer data and other data and information (collectively, " Confidential Information ") concerning the other party hereto furnished to it by such other party or its representatives pursuant to this Agreement (except to the extent that such information can be shown to have been (a) previously known by such party on a non-

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confidential basis, (b) in the public domain without disclosure by such party in breach of this Agreement, or (c) later lawfully acquired from other sources by the party to which it was furnished), and neither party hereto shall release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, other consultants, and advisors with the express understanding that such parties will maintain the confidentiality of the Information and, to the extent permitted above, to bank regulatory authorities.

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 EXHIBIT A