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: September 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)


         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 November 1, 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 September 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                                               September      September      December       December
------                                               30, 2004       30, 2003       31, 2003       31, 2002
                                                    -----------    -----------    -----------    -----------
<S>                                                 <C>            <C>            <C>            <C>
Current Assets
Cash                                                $    18,328    $     1,200    $       108    $     4,119
                                                    -----------    -----------    -----------    -----------

         Total Current Assets                            18,328          1,200            108          4,119

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

         TOTAL ASSETS                               $    18,328    $     4,620    $     3,148    $     7,539
                                                    ===========    ===========    ===========    ===========

Liabilities and Stockholders' Equity
------------------------------------

Current Liabilities
Officers Advances (Note #6)                         $    20,000    $    21,431    $    42,340    $     3,980
Officers Notes Payable                                        0              0              0              0
Accounts Payable                                              0              0              0            592
                                                    -----------    -----------    -----------    -----------

         Total Current Liabilities                       20,000         21,431         42,340          4,572
                                                    -----------    -----------    -----------    -----------

Stockholder's Equity: Common stock, $.001 par
value, authorized 100,00,000 shares; 1,152,458;
1,052,600; 1,052,600; and 1,052,600 shares issued
and outstanding at September 30, 2004, September
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
                                                        (68,651)       (33,861)       (56,242)       (14,083)
                                                    -----------    -----------    -----------    -----------

         Total Stockholder's Equity (Deficit)            (1,672)       (16,811)       (39,192)         2,967

         TOTAL LIABILITIES AND
         STOCKHOLDER'S EQUITY (DEFICIT)
                                                    $    18,328    $     4,620    $     3,148    $     7,539
                                                    ===========    ===========    ===========    ===========
</TABLE>

         See accompanying notes













                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                               MEDINA COFFEE, INC.
                          (A Development Stage Company)
                       (Unaudited) Statement of Operations
                       -----------------------------------

                                                                                         October 4,
                                                                                            1999
                             Nine Months     Nine Months                                 (inception)
                                Ended          Ended       Year Ended     Year Ended         to
                              September      September      December       December      September
                              30, 2004       30, 2003       31, 2003       31, 2002       30, 2004
                             -----------    -----------    -----------    -----------    -----------
<S>                          <C>            <C>            <C>            <C>            <C>
Revenue                      $      --      $    33,354    $    40,914    $     4,720    $    45,634

Cost of Goods Sold                  --           23,226         21,599          3,754         25,353
                             -----------    -----------    -----------    -----------    -----------

Gross Profit                 $      --      $    10,128    $    19,315    $       966    $    20,281

General and Administrative        12,409         29,906         61,474          7,289         88,932
                             -----------    -----------    -----------    -----------    -----------

Net Loss                     $   (12,409)   $   (19,778)   $   (42,159)   $    (6,323)   $   (68,651)
                             ===========    ===========    ===========    ===========    ===========

Net Loss per share
  Basic and diluted          $   (0.0118)   $   (0.0188)   $   (0.0401)   $   (0.0061)   $   (0.0729)

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












                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                               MEDINA COFFEE, INC.
                          (A Development Stage Company)
                  (Unaudited) Statement of Stockholder's Equity
                  ---------------------------------------------
                                                                               Deficit
                                                                              accumulated
                                                                Additional      during
                                           Common Stock           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 nine months ended
   September 30, 2003                     --             --            --         (19,778)

Balance September 30, 2003           1,052,600    $     1,050   $    16,000   $   (33,861)
                                   ===========    ===========   ===========   ===========

Balance December 31, 2003            1,052,600    $     1,050   $    16,000   $   (56,242)
Net loss nine months ended
   September 30, 2004                     --             --            --         (12,409)

Exchange Debt for Stock                 99,858            100        49,829          --

Balance September 30, 2004           1,152,458    $     1,150   $    65,829   $   (68,651)
                                   ===========    ===========   ===========   ===========

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


                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                               MEDINA COFFEE, INC.
                          (FORMERLY MEDINA COPY, INC.)
                          (A Development Stage Company)
                       (Unaudited) Statement of Cash Flows
                       -----------------------------------

                                                                                                       October 4,
                                             Nine           Nine                                          1999
                                            Months         Months                                     (inception)
                                             Ended          Ended       Year Ended     Year Ended         to
                                           September      September      December       December       September
                                           30, 2004       30, 2003       31, 2003       31, 2002       30, 2004
                                          -----------    -----------    -----------    -----------    -----------
<S>                                       <C>            <C>            <C>            <C>            <C>
Cash Flows from Operating Activities

         Net (Loss)                       $   (12,409)   $   (19,778)   $   (42,159)   $    (6,323)   $   (68,651)
         Depreciation                            --             --              380            380            760
         Adjustments to reconcile
         net loss to cash (used) in
         operating activities

         Cash in assets and liabilities
          Accounts Payable                          0           (592)          (592)        (1,408)             0
          Officers Notes Payable                    0              0              0              0              0
          Officers Advances Payable           (22,340)        17,451         38,360            200         20,000
                                          -----------    -----------    -----------    -----------    -----------

         Net Cash (used in
            operating results                 (34,749)        (2,919)        (4,011)        (7,151)       (47,891)
                                          -----------    -----------    -----------    -----------    -----------

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                18,220         (2,919)        (4,011)         4,099         18,328

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

Cash at End of Period                     $    18,328    $     1,200    $       108    $     4,119    $    18,328
                                          ===========    ===========    ===========    ===========    ===========
</TABLE>




See accompanying notes










                                      F-4
<PAGE>

                               MEDINA COFFEE, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                           September 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
President  and CEO of the company,  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
company does not intend to combine with a private company which may de 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.





                                      F-5
<PAGE>

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.


Note 4 - Property and Equipment

         Property and Equipment consists of the following:

                                               2004       2003

                       Equipment             $   --     $  3,800
                       Accumulated               --          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




                                      F-6
<PAGE>

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 has advanced  funds to the company to pay for any costs  incurred by it.
These  funds are  interest  free.  The  balance  due Mr.  Miller was $ 21,431 on
September  30, 2003.  The balance due Mr.  Halter was $20,000 on  September  30,
2004.























                                      F-7
<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 Plan of Operation

         We were  formed on October 4, 1999 for the  purpose  of  developing  an
espresso cart based business.  We obtained and delivered our first espresso cart
to the Bellevue Art Museum on July 30, 2002. However, by the end of fiscal 2003,
the decision was made to cease operations in the espresso cart business.

         On June 14, 2004,  Mr. Harry Miller,  our then  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 our issued and outstanding common shares.

         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.

         We   presently   intend  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, we do
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,  we anticipate
that we will have, aside from carrying on our search for a combination  partner,
no business  activities,  and, thus,  will have no source of revenue.  Should we
incur any significant liabilities prior to a combination with a private company,
we may not be able to satisfy such liabilities as they incurred.

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

         In  our  pursuit  for a  combination  partner,  management  intends  to
consider only  combination  candidates  which are profitable or, in management's
view,  have  growth  potential.   Management  does  not  intend  to  pursue  any
combination   proposal  beyond  the  preliminary   negotiation  stage  with  any
combination   candidate  which  does  not  furnish  us  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.  We will, if necessary  funds are  available,  engage  attorneys  and/or
accountants  in our  efforts  to  investigate  a  combination  candidate  and to
consummate  a  business  combination.  We 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,  we may
also obtain  reports  from  independent  organizations  of  recognized  standing
covering  the  technology  being  developed  and/or used by the  candidate.  Our
limited  financial  resources may make the acquisition of such reports difficult
or even  impossible to obtain and, thus,  there can be no assurance that we will
have  sufficient  funds to obtain  such  reports  when  considering  combination
proposals or candidates.


<PAGE>

         To the  extent we are  unable  to obtain  the  advice or  reports  from
experts,  the risks of any  combined  enterprise's  being  unsuccessful  will be
enhanced.  Furthermore,  to our knowledge,  neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:

         (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.

         We 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,  we  will  not  generally  take  other  steps  to  verify
independently  information  obtained in this manner which is  favorable.  Unless
something  comes  to  our  attention  which  puts  us on  notice  of a  possible
disqualification which is being concealed from them, we 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 nine month period ended September 30, 2004 was $0
compared to revenues of $33,354 for the nine month  period ended  September  30,
2003. 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 were $0
for the nine month period ended  September  30, 2004 compared to $23,226 for the
nine month period ended September 30, 2003. Our general and administrative costs
for the nine month period ended  September  30, 2004 were  $12,409,  compared to
general  and  administrative  costs of $29,906 for the nine month  period  ended
September 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 U.S. Securities and Exchange Commission.

Loss Per Period.

         Our net loss per share for the nine months ended September 30, 2004 was
$(0.0118), the net loss per share in the same period in 2003 being $0.0188.

Liquidity and Capital Resources.

         As of  September  30,  2004,  we had  $18,328  in cash and  $20,000  in
liabilities.  This is in comparison to $1,200 in cash and $21,431 in liabilities
for the quarter ended September 30, 2003.

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


<PAGE>

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

         We maintain controls and procedures designed to ensure that information
required  to be  disclosed  in the  reports  that we file or  submit  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, our Chief
Executive Officer/Chief Financial Officer concluded that our 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.

         We 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.

PART II - OTHER INFORMATION

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



<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: November 3, 2004                                  /s/ Timothy P. Halter
                                                    ----------------------------
                                                    Timothy P. Halter, President
                                                    and Chief Financial Officer