U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934

                  For the quarterly period ended: June 30, 2004

[_]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

                          Commission File No. 000-49712

                               Medina Coffee, Inc.
        (Exact name of Small Business Issuer as Specified in Its Charter)


           Nevada                                               88-0442833
(State or Other Jurisdiction of                             (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

                     12890 Hilltop Road, Argyle, Texas 76226
                    (Address of Principal Executive Offices)
                                  972.233.0300
                           (Issuer's Telephone Number)

                    P.O. Box 741 Bellevue, Washington 98009.
                 (Former Address, if Changed Since Last Report)


         Check whether the issuer (1) filed all reports  required to be filed by
Section  13 or 15(d) of the  Exchange  Act  during  the past 12  months  (or for
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                     Yes   [X]                No   [ ]


As of August  12,  2004,  1,152,458  shares of the  Issuer's  common  stock were
outstanding.

Transitional Small Business Disclosure Format
                     Yes  [ ]                 No  [X]



<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

Balance Sheet as of June 30, 2004 (Unaudited)............................... F-1

Statement of Operations (Unaudited)......................................... F-2

Statement of Stockholders' Equity (Unaudited)............................... F-3

Statement of Cash Flows (Unaudited)......................................... F-4

Notes to Financial Statements............................................... F-5






























<PAGE>
<TABLE>
<CAPTION>

                               MEDINA COFFEE, INC.
                          (A Development Stage Company)
                            (Unaudited) Balance Sheet

Assets
------
                                                            June          June        December      December
                                                          30, 2004      30, 2003      31, 2003      31, 2002
                                                         ----------    ----------    ----------    ----------
<S>                                                      <C>           <C>           <C>           <C>
Current Assets
Cash                                                     $     --      $      472    $      108    $    4,119
                                                         ----------    ----------    ----------    ----------

              Total Current Assets                                0           472           108         4,119

Property & Equipment                                              0         3,420         3,040         3,420
                                                         ----------    ----------    ----------    ----------

              TOTAL ASSETS                               $     --      $    3,892    $    3,148    $    7,539
                                                         ==========    ==========    ==========    ==========

Liabilities and Stockholders' Equity

Current Liabilities
Officers Advances (Note #6)                              $     --      $   24,143    $   42,340    $    3,980
Officers Notes Payable (Note #7)                                  0             0             0             0
Accounts Payable                                                  0         2,186             0           592
                                                         ----------    ----------    ----------    ----------

              Total Current Liabilities                           0        26,329        42,340         4,572

Stockholder's Equity:  Common stock, $.001 par value,
authorized 100,000,000 shares; 1,152,458;1,052,600;
1,052,600; and 1,052,600 shares issued and outstanding
at June 30, 2004, June 30, 2003, December 31, 2003 and
December 31, 2002 respectively                                1,150         1,050         1,050         1,050
Additional paid in capital                                   65,829        16,000        16,000        16,000
Deficit accumulated during the development
stage                                                       (66,979)      (39,487)      (56,242)      (14,083)
                                                         ----------    ----------    ----------    ----------

              Total Stockholder's Equity (Deficit)                0       (22,437)      (39,192)        2,967

              TOTAL LIABILITIES AND
              STOCKHOLDER'S EQUITY (DEFICIT)             $     --      $    3,892    $    3,148    $    7,539
                                                         ==========    ==========    ==========    ==========
</TABLE>



                             See accompanying notes


<PAGE>
<TABLE>
<CAPTION>

                               MEDINA COFFEE, INC.
                          (A Development Stage Company)

                       (Unaudited) Statement of Operations
                       -----------------------------------
                                                                                                     Oct. 4, 1999
                               Six Months        Six Months        Year Ended        Year Ended       (inception)
                             Ended June 30,    Ended June 30,        Dec 31,           Dec 31,        to June 30,
                                  2004              2003              2003              2002              2004
                             --------------    --------------    --------------    --------------    --------------
<S>                          <C>               <C>               <C>               <C>               <C>

Revenue                      $         --      $       32,251    $       40,914    $        4,720    $       45,634

Cost of Goods Sold                   16,725            21,599             3,754            25,353
                             --------------    --------------    --------------    --------------    --------------

Gross Profit                 $         --      $       15,526    $       19,315    $          966    $       20,281

General and Administrative           10,737            40,930            61,474             7,289            87,260
                             --------------    --------------    --------------    --------------    --------------

Net Loss                     $      (10,737)   $      (25,404)   $      (42,159)   $       (6,323)   $      (66,979)
                             ==============    ==============    ==============    ==============    ==============


Net Loss per share
   Basic and diluted         ($      0.0102)      ($   0.0241)          (0.0401)          (0.0061)          (0.0712)


Weighted average number of
common shares outstanding         1,052,600         1,052,600         1,052,600         1,033,267           941,126
                             ==============    ==============    ==============    ==============    ==============
</TABLE>






                             See accompanying notes


<PAGE>
<TABLE>
<CAPTION>
                               MEDINA COFFEE, INC.
                          (A Development Stage Company)
                  (Unaudited) Statement of Stockholder's Equity


                                                                                Deficit
                                                                              accumulated
                                          Common Stock          Additional       during
                                   --------------------------     Paid-in     development
                                      Shares         Amount       capital        stage
                                   -----------    -----------   -----------   -----------
<S>                                <C>            <C>           <C>           <C>

Balance December 31, 2002            1,052,600    $     1,050   $    16,000   $   (14,083)
                                   -----------    -----------   -----------   -----------
Net loss six months ended
      June 30, 2003                    (25,404)

Balance June 30, 2003                1,052,600    $     1,050   $    16,000   $   (39,487)
                                   ===========    ===========   ===========   ===========


Balance December 31, 2003            1,052,600    $     1,050   $    16,000   $   (56,242)
Net loss six months ended
      June 30, 2004                    (10,737)

Exchange Debt for Stock                 99,858            100        49,829

Balance June 30, 2004                1,152,458    $     1,150   $    65,829   $   (66,979)
                                   ===========    ===========   ===========   ===========

October 4, 1999
issued for cash                        900,100    $       900   $       900   $      --

Net loss, October 4, 1999
(inception) to December 31, 2000        (4,485)

Balance December 31, 2000              900,100            900           900        (4,485)
                                   -----------    -----------   -----------   -----------

Issue for Cash                           2,000              0           200
Net loss year ended
        December 31, 2001               (3,275)

Balance December 31, 2001              902,100    $       900   $     1,100   $    (7,760)
                                   -----------    -----------   -----------   -----------

Issue for Cash                         150,500            150        14,900
Net loss year ended
        December 31, 2002               (6,323)

Balance December 31, 2002            1,052,600    $     1,050   $    16,000   $   (14,083)
                                   -----------    -----------   -----------   -----------

Net loss year ended
        December 31, 2003              (42,159)

Balance December 31, 2003            1,052,600    $     1,050   $    16,000   $   (56,242)
                                   ===========    ===========   ===========   ===========
</TABLE>




                          See accompanying notes


<PAGE>
<TABLE>
<CAPTION>

                               MEDINA COFFEE, INC.
                           (FORMERLY MEDINA COPY, INC.
                          (A Development Stage Company)

                       (Unaudited) Statement of Cash Flows


                                                          Three Months    Three Months      Year           Year       Oct. 4, 1999
                                                             Ended          Ended          Ended          Ended       (inception)
                                                            June 30,       June 30,       Dec 31,        Dec 31,      to June 30,
                                                              2004           2003           2003           2002           2004
                                                          -----------    -----------    -----------    -----------    -----------
<S>                                                       <C>            <C>            <C>            <C>            <C>
Cash Flows from Operating Activities

              Net (Loss)                                  $   (10,737)   $   (25,404)   $   (42,159)   $    (6,323)   $   (66,979)
              Depreciation                                        380            380            760
              Adjustments to reconcile net loss to cash
              (used) in operating activities

              Changes in assets and liabilities
                 Accounts Payable                                   0          1,594           (592)        (1,408)             0
                 Officers Notes Payable                             0              0              0              0              0
                 Officers Advances Payable                    (42,340)        20,163         38,360            200              0
                                                          -----------    -----------    -----------    -----------    -----------

              Net Cash (used) in operating results            (53,077)        (3,647)        (4,011)        (7,151)       (66,219)
                                                          -----------    -----------    -----------    -----------    -----------

Cash flows from Financing Activities
              Proceeds from issuance of stock                  49,929              0              0         15,050         66,979
                                                          -----------    -----------    -----------    -----------    -----------

Cash flows from Investing Activities
              Sale (Purchase) of Property                       3,040         (3,800)          (760)
                                                          -----------    -----------    -----------    -----------    -----------

Net increase (decrease) in cash                                  (108)        (3,647)        (4,011)         4,099              0

Cash at Beginning of Period                                       108          4,119          4,119             20              0
                                                          -----------    -----------    -----------    -----------    -----------

Cash at End of Period                                     $      --      $       472    $       108    $     4,119    $      --
                                                          ===========    ===========    ===========    ===========    ===========
</TABLE>


                             See accompanying notes


<PAGE>

                               MEDINA COFFEE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                             June 30, 2004 and 2003


Note 1   - History and Organization of the Company

The Company was organized October 4, 1999, under the laws of the State of Nevada
as Medina Coffee, Inc. The Company commenced operations December 1, 2002 and, in
accordance with SFAS # 7, is considered a development stage company.

On October 4, 1999,  the Company  issued  900,100 shares of its $0.001 par value
common stock for cash of $ 1,800. On November 30, 2001, the Company issued 2,000
shares of its $0.001 par value  common  stock for cash of $200.  On February 25,
2002,  the Company issued 69,000 shares of its $0.001 par value common stock for
cash of $6,900.  On March 15,  2002,  the Company  issued  81,500  shares of its
$0.001 par value common stock for cash of $8,150.

On June 10,  2004,  the Company  issued  99,858  shares of its $ 0.001 par value
common stock in full  settlement  of debt owed to Harry  Miller,  the  Company's
former  President  and  CEO , in  the  amount  of $  49,929.  The  price  of the
transaction was $ .50 per share.

On June 14, 2004,  Mr. Harry Miller,  the  Company's  sole officer and director,
sold 586,224 restricted, common shares (the "Shares") to Halter Financial Group,
Inc., a Texas corporation  ("Halter") for $115,000.  Halter also paid Mr. Miller
$1,050 to compensate Mr. Miller for expenses  related to the agreement of sale..
The  consideration  for the Shares  was  determined  as a result of  arms-length
negotiation  between  the  parties.  The  Shares  sold by Mr.  Miller  to Halter
represented  approximately  51% of the  issued  and  outstanding  shares  of the
company.

Concurrently with the foregoing transaction,  Mr. Miller resigned from the Board
of  Directors  and as an officer  of the  Company  and Mr.  Timothy P Halter was
appointed the Company's sole officer and director.

The  Company   presently  intends  to  locate  and  combine  with  an  existing,
privately-held  company which is profitable or, in management's view, has growth
potential,  irrespective  of the industry in which it is engaged.  However,  the


<PAGE>

Company does not intend to combine with a private company which may be deemed to
be an  investment  company  subject to the  Investment  Company  Act of 1940.  A
combination  may be  structured  as a  merger,  consolidation,  exchange  of the
company's  common  stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.

Note 2 - Accounting Policies and Procedures

The Company has not determined its accounting policies and procedures, except as
follows:

The company uses the accrual method of accounting.

The Company's equipment is depreciated using primarily the straight-line  method
for  financial  reporting  purposes  and amounted to $ 380 during 2003 and $ 380
during 2002.

Earnings per share is computed  using the weighted  average  number of shares of
common stock outstanding.

The Company has not yet adopted any policy  regarding  payment of dividends.  No
dividends have been paid since inception.

In April 1998, the American  Institute of Certified Public  Accountant's  issued
Statement  of Position  98-5 ("SOP  98-5"),  Reporting  on the Costs of Start-up
Activities which provides guidance on the financial  reporting of start-up costs
and   organization   costs.  It  requires  costs  of  start-up   activities  and
organization costs to be expensed as incurred.  SOP 98-5 is effective for fiscal
years beginning after December 15, 1998, with initial  adoption  reported as the
cumulative  effect of a change  in  accounting  principle.  The  preparation  of
financial statements in conformity with generally accepted accounting principles
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and  liabilities  at the date of the financial  statements and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Note 3 - Warrants and Options

There are no warrants or options  outstanding to issue any additional  shares of
common stock of the Company.


<PAGE>

Note 4 - Property and Equipment

Property and Equipment consists of the following:

                                            2004              2003

      Equipment                          $                 $   3,800
      Accumulated Depreciation                                   380
                                         ---------         ---------
                                         $                 $   3,420


Note 5 - Going Concern

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the Company has incurred  operating losses since inception.
Without  realization of additional capital, it would be unlikely for the Company
to continue  as a going  concern.  It is  management's  plan to seek  additional
capital through further equity financing's and seeking necessary bank loans.

Note 6 - Related Party Transactions

The  Company  neither  owns nor leases  any real or  personal  property.  Office
services are provided without charge by timothy P. Halter,  the sole officer and
director of the Company.  Such costs are immaterial to the financial  statements
and accordingly,  have not been reflected therein. The sole officer and director
of the Company is involved in other business  activities and may, in the future,
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes available,  he may face a conflict in selecting between the
Company and his other  business  interests.  The Company  has not  formulated  a
policy for the resolution of such conflicts.

Note 7 - Officers Advances

While the Company is seeking additional  capital,  an officer of the Company had
advanced  funds to the Company to pay for any costs  incurred by it. These funds
are interest  free.  The balances due Mr.  Miller were $-0- and $ 24,143 on June
30, 2004 and June 30, 2003 respectively.

Note 8 - Officers Notes Payable

Mr.  Harry Miller  loaned the  Company,  $ 1,000.00 on October 5, 1999, $ 510 on
June 11, 2001, $ 2,000 on June 18, 2001,  $140 on September 14, 2001 and $ 1,000
on  September  17, 2001 to cover legal  costs and filing  fees  associated  with
incorporating  the company.  The loan is evidenced by way of a promissory  note,
the note carries no interest and is payable in five years.  The balances due Mr.
Miller were $0 and $0 on June 30,  2004 and 2003,  respectively,  as Mr.  Miller
elected  to  receive  99,858  shares of common  stock in  satisfaction  of these
obligations.




<PAGE>

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Caution Concerning Forward-Looking Statements
---------------------------------------------

The  following  discussion  should  be read in  conjunction  with the  company's
financial  statements and the notes thereto and the other financial  information
appearing elsewhere in this document. In addition to historical information, the
following   discussion  and  other  parts  of  this  document   contain  certain
forward-looking information. When used in this discussion, the words "believes,"
"anticipates,"  "expects,"  and  similar  expressions  are  intended to identify
forward-looking  statements.  Such  statements  are subject to certain risks and
uncertainties,  which could cause actual results to differ materially from those
projected  due to a number of factors  beyond our control.  The company does not
undertake  to publicly  update or revise any of its  forward-looking  statements
even if experience or future  changes show that the indicated  results or events
will not be realized.  You are  cautioned  not to place undue  reliance on these
forward-looking statements, which speak only as of the date hereof. You are also
urged to carefully  review and consider our  discussions  regarding  the various
factors,  which affect our  business,  included in this section and elsewhere in
this report..

General
-------

Since Medina was formed on October 4, 1999, Medina has been involved in research
and  development  of an  espresso  cart  based  business.  Medina  obtained  and
delivered  its first  espresso cart to the Bellevue Art Museum on July 30, 2002.
This cart  subsequently  remained in storage  awaiting  the signing of a written
agreement  between the  parties.  During this time Medina  obtained  all permits
necessary  to operate the espresso  cart at the Bellevue Art Museum.  In January
2003,  Medina signed a formal  agreement  with the Bellevue Art Museum and under
the terms of this agreement  Medina set up an espresso cart outside the Bellevue
Art  Museum  and took over the  management  of the 510 Cafe  located  inside the
Bellevue Art Museum.

In November and  December  2002,  we operated our espresso  cart at the Bellevue
Botanical  Garden's light festival.  Our espresso cart  complimented the show of
lights and well received by the viewing public.  Although the Botanical  Gardens
requested we return in 2003 we declined their offer as another  coffee  supplier
would also be on the premises at the same time.


<PAGE>

Plan of Operation

On June 14, 2004,  Mr. Harry  Miller,  our principal  stockholder,  sold 586,224
restricted,  common  shares  (the  "Shares")  of Medina  Coffee,  Inc. to Halter
Financial Group, Inc., a Texas corporation ("Halter") for $115,000.  Halter also
paid Mr.  Miller $1,050 to  compensate  Mr.  Miller for expenses  related to the
agreement of sale.. The  consideration for the shares was determined as a result
of arms-length negotiation between the parties.

The Shares sold by Mr.  Miller to Halter  represented  approximately  51% of the
issued and outstanding shares of the company.

Concurrently with the foregoing transaction,  Mr. Miller resigned from the Board
of  Directors  and as an officer  of the  company  and Mr.  Timothy P Halter was
appointed the company's sole officer and director.

The  company  intends to locate and  combine  with an  existing,  privately-held
company which is profitable  or, in  management's  view,  has growth  potential,
irrespective of the industry in which it is engaged.  However,  the company does
not  intend  to  combine  with a  private  company  which may be deemed to be an
investment  company subject to the Investment Company Act of 1940. A combination
may be structured as a merger,  consolidation,  exchange of the company's common
stock for stock or assets or any other form which  will  result in the  combined
enterprise's becoming a publicly-held corporation.

Pending negotiation and consummation of a combination, the company anticipates
that it will have, aside from carrying on its search for a combination partner,
no business activities, and, thus, will have no source of revenue. Should the
company incur any significant liabilities prior to a combination with a private
company, it may not be able to satisfy such liabilities as are incurred.

If the company's management pursues one or more combination opportunities beyond
the  preliminary  negotiations  stage and those  negotiations  are  subsequently
terminated,  it is  foreseeable  that such efforts  will  exhaust the  company's
ability to continue to seek such combination opportunities before any successful
combination can be consummated.  In that event,  the company's common stock will
become  worthless  and  holders of the  company's  common  stock will  receive a
nominal distribution, if any, upon the Company's liquidation and dissolution.

Combination Suitability Standards

In its pursuit for a combination  partner,  the company's  management intends to
consider only  combination  candidates  which are profitable or, in management's
view, have growth potential.  The company's management does not intend to pursue
any  combination  proposal  beyond the  preliminary  negotiation  stage with any
combination  candidate which does not furnish the company with audited financial
statements  for at least its most  recent  fiscal year and  unaudited  financial
statements for interim periods  subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner.  The company will, if necessary  funds are available,  engage  attorneys
and/or accountants in its efforts to investigate a combination  candidate and to
consummate a business  combination.  The company may require  payment of fees by
such combination  candidate to fund the investigation of such candidate.  In the
event such a combination candidate is engaged in a high technology business, the
company may also obtain  reports from  independent  organizations  of recognized
standing  covering the technology  being developed and/or used by the candidate.
The  company's  limited  financial  resources may make the  acquisition  of such
reports  difficult  or even  impossible  to obtain  and,  thus,  there can be no
assurance  that the company  will have  sufficient  funds to obtain such reports
when considering combination proposals or candidates.  To the extent the company
is  unable to  obtain  the  advice or  reports  from  experts,  the risks of any
combined enterprise's being unsuccessful will be enhanced.  Furthermore,  to the
knowledge of the company's officers and directors, neither the candidate nor any
of  its  directors,   executive  officers,  principal  shareholders  or  general
partners:


<PAGE>

         (1)      will have been convicted of securities  fraud, mail fraud, tax
                  fraud,  embezzlement,  bribery,  or a similar criminal offense
                  involving  misappropriation  or  theft  of  funds,  or be  the
                  subject of a pending investigation or indictment involving any
                  of those offenses;

         (2)      will have been subject to a temporary or permanent  injunction
                  or  restraining  order arising from unlawful  transactions  in
                  securities, whether as issuer, underwriter, broker, dealer, or
                  investment  advisor,   may  be  the  subject  of  any  pending
                  investigation or a defendant in a pending lawsuit arising from
                  or  based  upon   allegations  of  unlawful   transactions  in
                  securities; or

         (3)      will have been a defendant in a civil action which resulted in
                  a  final  judgment  against  it or  him  awarding  damages  or
                  rescission   based  upon   unlawful   practices  or  sales  of
                  securities.

The company's  officers and directors will make these  determinations  by asking
pertinent  questions of the  management of prospective  combination  candidates.
Such persons will also ask pertinent  questions of others who may be involved in
the combination proceedings.  However, the officers and directors of the company
will not generally take other steps to verify independently information obtained
in this manner which is favorable.  Unless  something  comes to their  attention
which  puts  them on  notice  of a  possible  disqualification  which  is  being
concealed  from them,  such persons will rely on  information  received from the
management of the prospective  combination  candidate and from others who may be
involved in the combination

Results of Operations

Revenue.

Total  revenue for the six month  period  ended June 30, 2004 was $0 compared to
revenues  of $32,251 for the six month  period  ended June 30,  2003.  We had no
revenue in 2002.  The majority of our revenues in 2003 were  generated  from our
operations  at the  Bellevue  Art  Museum  which  were  subsequently  closed  in
September  of 2003 as the museum  decided to close its  facilities  as part of a
cost savings measure.

Expenses.

Our expenses are directly  related to the costs of goods sold was $0 for the six
month  period  ended June 30, 2004  compared to $16,725 for the six month period
ended June 30,  2003.  Our  general and  administrative  costs for the six month
period ended June 30, 2004 was $10, 737, compared to general and  administrative
costs of $40,930 for the six month period  ended June 30, 2003. A large  portion
of these  costs are related to  professional  and other  costs  associated  with
maintaining  our status as a reporting  issuer with the  Securities and Exchange
Commission.

Loss Per Period

Medina's  net loss  for the six  months  ended  June 30,  2004  was  $10,737  or
approximately  $8,197 less than  recorded  for the same period in 2003,  the net
losses in the same period in 2003 being $25,404. The majority of these costs and
expenses have been covered by the funds  received from a former  director.  -11-

Liquidity and Capital Resources

As of June 30, 2004,  Medina had $0 in cash, and $0 in  liabilities.  This is in
comparison to $472 in cash and $26,329 in liabilities for the quarter ended June
30, 2003.


<PAGE>

Recent Accounting Pronouncements

In June 1998, the FASB issued SFAS 133,  "Accounting for Derivative  Instruments
and Hedging Activity," which was subsequently  amended by SFAS 137,  "Accounting
for Derivative Instruments and Hedging Activities: Deferral of Effective Date of
FASB 133" and Statement No.138,  "Accounting for Certain Derivative  Instruments
and Certain  Hedging  Activities:  an amendment of FASB Statement No. 133." SFAS
137 requires  adoption of SFAS 133 in years  beginning after June 15, 2000. SFAS
138 establishes  accounting and reporting  standards for derivative  instruments
and addresses a limited number of issues causing implementation difficulties for
numerous entities. The Statement requires us to recognize all derivatives on the
balance sheet at fair value. Derivatives that are not hedges must be recorded at
fair value through earnings.  If the derivative qualifies as a hedge,  depending
on the  nature  of the  exposure  being  hedged,  changes  in the fair  value of
derivatives are either offset against the change in fair value of hedged assets,
liabilities,  or firm  commitments  through  earnings or are recognized in other
comprehensive  income until the hedged cash flow is recognized in earnings.  The
ineffective  portion of a  derivative's  change in fair value is  recognized  in
earnings. The Statement permits early adoption as of the beginning of any fiscal
quarter.  SFAS 133 will become  effective for our first fiscal quarter of fiscal
year  2002  and we do not  expect  adoption  to have a  material  effect  on our
financial statements.

In December  1999,  the SEC issued SAB 101,  "Revenue  Recognition  in Financial
Statements." SAB 101 summarizes certain aspects of the staff's views in applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements. On March 24, 2000 and June 26, 2000, the SEC issued Staff Accounting
Bulletin  No.  101A and No.  101B,  respectively,  which  extend the  transition
provisions  of SAB 101 until no later  than the fourth  quarter of fiscal  years
beginning after December 15, 1999, which would be December 31, 2000 for us.

In March 2000,  the FASB  issued FIN 44,  Accounting  for  Certain  Transactions
Involving Stock  Compensation - an  Interpretation of APB No. 25, Accounting for
Stock Issued to Employees".  This Interpretation clarifies (a) the definition of
employee for purposes of applying  Opinion 25, (b) the criteria for  determining
whether  a  plan  qualifies  as a  non-compensatory  plan,  (c)  the  accounting
consequences of various  modifications  to the terms of a previously fixed stock
option or award,  and (d) the accounting  for an exchange of stock  compensation
awards in a business combination. This Interpretation is effective July 1, 2000,
but certain conclusions in this Interpretation  cover specific events that occur
after either  December 15,  1998,  or January 12, 2000.  To the extent that this
Interpretation  covers  events  occurring  during the period after  December 15,
1998, or January 12, 2000,  but before the effective  date of July 1, 2000,  the
effects of applying this  Interpretation  are recognized on a prospective  basis
from July 1, 2000.

ITEM 3.  CONTROLS AND PROCEDURES

The  Company  maintains   controls  and  procedures   designed  to  ensure  that
information  required to be disclosed  in the reports that the Company  files or
submits  under  the  Securities  Exchange  Act of 1934 is  recorded,  processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission.  Based upon their evaluation of those
controls  and  procedures  performed  within 90 days of the filing  date of this
report,  the Chief  Executive  Officer/Chief  Financial  Officer of the  Company
concluded that the Company's disclosure controls and procedures are effective in
ensuring that all material  information  required to be filed in this  quarterly
report has been made known to them in a timely manner.

The Company made no  significant  changes in its  internal  controls or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation of those controls by the Chief Executive  Officer/Chief Financial
Officer,   including  any   corrective   actions  with  regard  to   significant
deficiencies and material weaknesses.


<PAGE>

PART II  - OTHER INFORMATION

ITEM 2. CHANGES IN  SECURITIES  AND SMALL  BUSINESS  ISSUER  PURCHASES OF EQUITY
SECURITIES

On June 8th,  2004,  Mr.  Miller  agreed to subscribe  for, and the  Corporation
agreed to issue and allot, to Mr. Miller, 99,858 common shares in the capital of
the Corporation (the "Shares") in full  satisfaction of a debt, in the amount of
$49,929, owed by the Corporation to Mr. Miller.

The  Shares  are  issued  subject  to an  exemption  from  registration  and are
therefore,  restricted  shares as that term is defined in the  Securities Act of
1933.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         31.1     Chief Executive  Officer/Chief Financial Officer Certification
                  filed  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
                  2002

         32.1     Chief Executive  Officer/Chief Financial Officer Certification
                  furnished pursuant to Section 906 of the Sarbanes-Oxley Act of
                  2002

(b) Reports on Form 8-K
                  A Current  Report  on Form 8-K was  filed on June 10,  2004 to
                  report matters under Item 5.
                  A Current  Report  on Form 8-K was  filed on June 15,  2004 to
                  report matters under Items 1 and 6.


<PAGE>

                                   SIGNATURES

In accordance  with the  requirements  of the Exchange Act, the  registrant  has
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.

                                                Medina Coffee, Inc.



Date: August 13, 2004                            /s/ Timothy P. Halter
                                                --------------------------------
                                                Timothy P. Halter, President and
                                                Chief Financial Officer