SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: December 8, 2004
Commission File Number 000-27211 COLORADO 000-27211 84-1469319 - - ---------------- ------------- ------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No. incorporation) pre-merger)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (303) 422-8127
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
[_] Written communications pursuant to Rule 425 under the Securities Act
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
Item 1.03 Bankruptcy or Receivership
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 2.02 Results of Operations and Financial Condition
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement
Item 2.05 Costs Associated with Exit or Disposal Activities
Item 2.06 Material Impairments
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.02 Unregistered Sales of Equity Securities
Item 3.03 Material Modification to Rights of Security Holders
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 14, 2005 the Company held a Shareholder Meeting. As a result of this meeting the shareholders approved a name change. The shareholders also authorized a twelve to one forward split of the common stock , and authorized an appropriate amendment to the Company's Articles.
Concurrently, a name change for the Company was approved and Medina International Holdings, Inc. was chosen as the new name. The forward split on a twelve to one basis and name change were effectuated on February 14, 2005.
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provi- sion of the Code of Ethics.
Section 6 - [Reserved]
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
Section 8 - Other Events
Item 8.01 Other Events
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
3.4 Articles of Amendment
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 16, 2005 COLORADO COMMUNITY BROADCASTING, INC. By: /s/ Madhava Rao Mankal ---------------------------------------- Madhava Rao Mankal, CFO
ARTICLES OF AMENDMENT
ARTICLES OF INCORPORATION
COLORADO COMMUNITY BROADCASTING, INC.
ARTICLE FIVE is hereby amended as follows:
The aggregate number of shares which this corporation shall have authority to issue is one hundred million (100,000,000) shares of $.0001 par value which shares shall be designated common stock.
"Forward Stock Split. Each share of the Corporation's Common Stock, no par value, issued and outstanding immediately prior to February 15, 2005 (the "Old Common Stock") shall automatically and without any action on the part of the holder thereof be reclassified as and changed, pursuant to a forward stock split (the "Forward Stock split"), into twelve shares of the Corporation's outstanding Common Stock, $.0001 par value (the "New Common Stock"). Each holder of a certificate or certificates which immediately prior to the February 15, 2005 represented outstanding shares of Old Common Stock (the "Old Certificates," whether one or more) shall be entitled to receive, upon surrender of such Old Certificates to the Corporation's Transfer Agent for cancellation, a certificate or certificates (the "New Certificates," whether one or more) representing the number of whole shares of the New Common Stock into which and for which the shares of the Old Common Stock formerly represented by such Old Certificates so surrendered are classified under the terms hereof. From and after the February 15, 2005, Old Certificates shall represent only the right to receive New Certificates pursuant to the provisions hereof. If any New Certificate is to be issued in a name other than that in which the Old Certificates surrendered for exchange are issued, the Old Certificates so surrendered shall be properly endorsed and otherwise in proper form for transfer. From and after the February 15, 2005, the amount of capital represented by the shares of the New Common Stock into which and for which the shares of the Old Common Stock are reclassified under the terms hereof shall be the same as the amount of capital represented by the shares of Old Common Stock so reclassified until after reduced or increased in accordance with applicable law."