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<SEC-DOCUMENT>/in/edgar/work/0001096906-00-000142/0001096906-00-000142.txt : 20000712
<SEC-HEADER>0001096906-00-000142.hdr.sgml : 20000712
ACCESSION NUMBER:		0001096906-00-000142
CONFORMED SUBMISSION TYPE:	SB-1
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20000710

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MEDINA COFFEE INC
		CENTRAL INDEX KEY:			0001117171
		STANDARD INDUSTRIAL CLASSIFICATION:	 [
]		IRS NUMBER:				880442833
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		SB-1
			SEC ACT:		
			SEC FILE NUMBER:	333-41124
			FILM NUMBER:		670876
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		P O BOX 741
				CITY:			BELLEVUE
				STATE:			WA
				ZIP:			98009
				BUSINESS PHONE:		4254530334
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		P O BOX 741
					CITY:			BELLEVUE
					STATE:			WA
					ZIP:			98009
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>SB-1
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>







                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form SB-1
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               MEDINA COFFEE, INC.
                                -----------------
                 (Name of small business issuer in its charter)

     Nevada                             5810                       88-0442833
- - --------------------      ----------------------------          ------------
(State or jurisdiction      (Primary Standard Industrial       (I.R.S. Employer
of incorporation or         Classification Code Number)      Identification No.)
organization)

                 401 Detwiller Lane, Bellevue, Washington 98004
         ---------------------------------------------------------------
          (Address and telephone number of principal executive offices)

                    P.O. Box 741, Bellevue, Washington 98009
        ----------------------------------------------------------------
               (Address of principal place of business or intended
                          principal place of business)

                          Nevada Agency & Trust Company
              50 West Liberty Street, Suite 880, Reno, Nevada 89501
             -------------------------------------------------------
            (Name, address and telephone number of agent for service)

Approximate  date of proposed sale to the public:  As soon as  practicable  from
time to time after this registration statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act  registration  statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]


If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]



<PAGE>





If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]


                         CALCULATION OF REGISTRATION FEE
 -------------------------------------------------------------------------------

Title of each      Dollar           Proposed          Proposed        Amount of
class of           Amount to be     maximum           maximum       registration
Securities         registered       offering          aggregate         fee
being Registered                    price per         offering
                                    share             price

Common             $ 10,000         $ 0.05            $ 10,000          $ 55.60
- - ------------------------------------------------------------------------------


THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(A) OF THE
SECURITIES  ACT OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

INFORMATION   CONTAINED  HEREIN  IS  SUBJECT  TO  COMPLETION  OR  AMENDMENT.   A
REGISTRATION  STATEMENT  RELATING  TO THESE  SECURITIES  HAS BEEN FILED WITH THE
SECURITIES  AND EXCHANGE  COMMISSION.  THESE  SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION  STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE  AN  OFFER  TO  SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN ANY STATE IN WHICH SUCH OFFER,  SOLICITATION  OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
Disclosure alternative used (check one): Alternative 1; Alternative 2;   X
                                                                    ---------



<PAGE>
<TABLE>
<CAPTION>


                                                 MEDINA COFFEE, INC.
                                                CROSS-REFERENCE SHEET

         Item Number and Heading                              Heading in Prospectus
<S>                                                          <C>

1.       Front of the Registration Statement and
         Outside Front Cover Page of Prospectus               Facing pages; Front Cover Page

2.       Inside Front and Outside Back Cover Pages
         of Prospectus                                        Inside Front and Outside Back Cover Pages of Prospectus

3.       Summary Information and Risk Factors                 Prospectus Summary; Risk Factors

4.       Use of Proceeds                                      Prospectus Summary; Use of Proceeds; Description of Business

5.       Determination of Offering Price                      Cover Page; Risk Factors; Investor Suitability Standards; Offering

6.       Dilution                                             Cover Page; Dilution

7.       Selling Security Holders                             Not applicable

8.       Plan of Distribution                                 Front Cover Page; Offering

9.       Legal Proceedings                                    Litigation

10.      Directors, Executive Officers,
         Promoters and Control Persons                        Management of Company

11.      Security Ownership of Certain
         Beneficial Owners and Management                     Security Ownership of Certain Beneficial Owners and Management

12.      Description of the Securities                        Description of Securities

13.      Interest of Named Experts and Counsel                Not applicable


14.      Disclosure of Commission Position on
         Indemnification for
         Securities Act Liabilities                           Indemnification

15.      Organization Within Last Five Years                  Not Applicable


<PAGE>


16.      Description of Business                              Business of the Company

17.      Management's Discussion and Analysis or
         Plan of Operation                                    Business of the Company

18.      Description of Property                              Business of the Company

19.      Certain Relationships and
         Related Transactions                                 Not applicable

20.      Market for Common Equity and Related
         Stockholder Matters                                  Front Cover Page; Risk Factors;
                                                                       Security Ownership of Certain Beneficial Owners and
                                                                       Management; Share Capital Structure; Market Information

21.      Executive Compensation                               Management of Company

22.      Financial Statements                                 Financial Statements

23.      Changes In and Disagreements with
         Accountants on Accounting and
         Financial Disclosure                                 Not Applicable

</TABLE>

<PAGE>



                                   PROSPECTUS

                               Medina Coffee, Inc.
                             (A Nevada Corporation)
                                  P.O. Box 741
                           Bellevue, Washington 98009

                              Up To 200,000 Shares
                         Offering Price: $0.05 Per Share
                                (the "Offering")

This offering (the "Offering") by Medina Coffee,  Inc. (the "Company")  consists
of a new issue of up to 200,000  common  shares in the capital of the Company (a
"Share") at a price of $ 0.05 per Share.

THIS  OFFERING IS HIGHLY  SPECULATIVE  AND INVOLVES A HIGH DEGREE OF RISK TO THE
PUBLIC  INVESTORS AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOSE
THEIR ENTIRE INVESTMENT (SEE RISK FACTORS AND DILUTION).  THE OFFERING PRICE HAS
BEEN  ARBITRARILY  DETERMINED  BY  THE  COMPANY  BASED  UPON  WHAT  IT  BELIEVES
PURCHASERS OF SUCH SPECULATIVE ISSUES WOULD BE WILLING TO PAY FOR THE SECURITIES
OF THE COMPANY AND BEARS NO RELATIONSHIP  WHATSOEVER TO ASSETS,  EARNINGS,  BOOK
VALUE OR ANY OTHER ESTABLISHED CRITERIA OF VALUE.

<TABLE>
<CAPTION>

- -------------------------- ----------------------- ---------------------------- ------------------------------------

                           Price to Public         Commission(1)(2)             Net Proceeds to Company(3)(4)
- -------------------------- ----------------------- ---------------------------- ------------------------------------
<S>                        <C>                     <C>                          <C>

Per Share                  $ 0.05                  $ 0.00                       $ 10,000
- -------------------------- ----------------------- ---------------------------- ------------------------------------

Aggregate Sale             $ 10,000                $ 0.00                       $ 10,000
- -------------------------- ----------------------- ---------------------------- ------------------------------------
<FN>

Note:
2.       Management of the Company is selling the securities and will not receive
         commission in conjunction with the sale of these securities.
3.       The Shares are being offered by to prospective investors on a direct
         participation basis.
4.       The proceeds  are stated  before  deduction of expenses  related to the
         preparation of the Offering which the Company will pay. These expenses,
         as presently  estimated,  are not expected to exceed $500,  and include
         the Company's legal and accounting fees,  transfer agents fees,  filing
         fees,   and  printing   costs.   (See  Use  of  Proceeds  and  Plan  of
         Distribution.)
5.       No escrow account will be set up and all proceeds raised in the Offering
         will be deposited immediately into the Company's corporate account to
         be utilized for working capital in the priorities set by the Company.
        (See Use of Proceeds).
</FN>
</TABLE>

The effective  offering  price per Share exceeds the net tangible book value per
Share as at March 31,  2000,  after  giving  effect to this  Offering by $ 0.04,
representing 80% of the effective  offering price per Share. See "Dilution".  An
investment in the Shares is speculative and subject to certain risk factors. See
"Risk Factors".

                                    THE DATE OF THIS PROSPECTUS IS JUNE 23, 2000

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION PASSED ON
THE ACCURACY OR ADEQUACY OF THIS OFFERING  DOCUMENT.  ANY  REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.


PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS CAREFULLY.



<PAGE>



All prospective  investors will have an opportunity to meet with representatives
of the Company to verify any of the  information  included  herein and to obtain
additional   information  regarding  the  Company.   Copies  of  all  documents,
contracts, financial statements and other Company records will be made available
for  inspection  during  normal  business  hours upon  request  to the  Company.
Prospective investors will be asked to acknowledge in the Subscription Agreement
that  they  have  read this  Prospectus  carefully;  that  they  were  given the
opportunity  to  obtain  additional  information;  and that they did so to their
satisfaction.

No person is authorized to give any  information  or to make any  representation
not contained in this Prospectus  except as noted above with regard to questions
asked of the Company and, if given or made, such  information or  representation
must not be relied  upon as having been  authorized.  This  Prospectus  does not
constitute  an  offer  to  sell  or the  solicitation  of an  offer  to buy  any
securities to any person in any  jurisdiction  where such offer or  solicitation
would be unlawful.  The delivery of this  Prospectus  at any time does not imply
that the  information  contained  herein is correct as of any time subsequent to
its date.

           THE COMPANY HAS THE RIGHT TO ACCEPT OR REJECT  SUBSCRIPTIONS IN WHOLE
OR IN PART, FOR ANY REASON OR FOR NO REASON.





















<PAGE>

<TABLE>
<CAPTION>


                                         MEDINA COFFEE, INC. - PROSPECTUS

                                                TABLE OF CONTENTS


<S>                                                                                                          <C>

PROSPECTUS SUMMARY................................................................................................0

SELECTED FINANCIAL INFORMATION....................................................................................0

AVAILABLE INFORMATION.............................................................................................1

REPORTS TO SECURITY HOLDERS.......................................................................................1

INVESTOR SUITABILITY STANDARDS....................................................................................1

DELIVERY OF PROSPECTUS BY DEALERS.................................................................................2

RISK FACTORS......................................................................................................2
         Start-up or Development Stage Company....................................................................2
         Dependent upon Offering - Insignificant Working Capital..................................................2
         Reliance Upon Officers, Directors and Key Employees......................................................2
         Expected Losses..........................................................................................2
         No Operating History.....................................................................................2
         Competition..............................................................................................3
         Dependence on Single Product Line........................................................................3
         Dependence on Third Party Coffee Suppliers...............................................................3
         Fluctuations in the Availability and Cost of Green Coffee................................................3
         Government Regulation....................................................................................3
         Conflicts of Interests...................................................................................4
         Continued Control by Management..........................................................................4
         No Firm  4
         Dividend Policy..........................................................................................4
         Arbitrary Offering Price.................................................................................4
         Possible Depressive Effect of Future Sales by Present Shareholders.......................................4
         No Trading Market for Company's Common Stock.............................................................5
         Risks of Low-Priced Stocks...............................................................................5
         Possible Use of Debt Financing...........................................................................5
         Year 2000................................................................................................5

USE OF PROCEEDS...................................................................................................5

DILUTION..........................................................................................................6

BUSINESS OF THE COMPANY...........................................................................................6
         History..................................................................................................6
         Proposed Business of the Company.........................................................................6
         Industry Overview........................................................................................7
         Business Strategy........................................................................................7
         Sales and Marketing......................................................................................8
         Competition..............................................................................................9
         Limited Operating History................................................................................9
         Employees................................................................................................9
         Description of Property..................................................................................9
         Previous Stock Issuances of Company.....................................................................10
         Government Regulation...................................................................................10

MANAGEMENT OF COMPANY............................................................................................10
         Directors, Executive Officers and Key Employees.........................................................10
         Harry Miller............................................................................................10
         Compensation of Directors, Officers and Key Employees...................................................10

INDEMNIFICATION..................................................................................................10

STOCK OPTIONS....................................................................................................11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...................................................11
         Future Sales by Present Shareholders....................................................................11

DESCRIPTION OF SECURITIES........................................................................................11
         Shares..................................................................................................11
         Transfer Agent..........................................................................................12

SHARE CAPITAL STRUCTURE..........................................................................................12

MARKET INFORMATION...............................................................................................12

OFFERING.........................................................................................................13
         Offering Being Made by the Company......................................................................13
         Opportunity to Make Inquiries...........................................................................13
         Procedures for Prospective Investors....................................................................13

DEBT.............................................................................................................13

LITIGATION.......................................................................................................13

FINANCIAL STATEMENTS.............................................................................................14
</TABLE>



<PAGE>







                               PROSPECTUS SUMMARY

         The following  summary  information is qualified in its entirety by the
detailed  information  and  financial  statements  appearing  elsewhere  in  the
Prospectus.

THE OFFERING

Securities Offered:                 200,000 Shares (See "Description of
                                    Securities")

Offering  Price Per Share:          $ 0.05 per common share in the capital stock
                                    of the Company with a par value of $0.001
                                    per share ("Share").

Offering:                           The Shares are being offered by the Company
                                    for a period not to exceed 36 days,
                                    commencing on the date of this Prospectus,
                                    on a Best Efforts basis.  (See "Offering").

Net Proceeds:                       Approximately $10,000 (See "Use of
                                    Proceeds")

Use of Proceeds:                    Espresso Cart:                     $   6,150
                                    Offering Expenses:                 $     500
                                    General Corporate Purposes:        $   3,350
                                                                       ---------
                                    Total                              $ 10,000
                                                                       --------

Number of Shares of the
Common Stock Outstanding            Before the Offering:                 900,100
                                               Shares:                   200,000
                                                                      ----------
                                    After the Offering:                1,100,100

Risk                                Factors:  The  securities  offered  in  this
                                    Prospectus involve a high degree of risk and
                                    immediate  substantial  dilution  and should
                                    not be  purchased  by  investors  who cannot
                                    afford to lose their entire investment. Such
                                    risk factors include,  among others, lack of
                                    operating  history  and  limited  resources,
                                    discretionary use of proceeds,  no escrow of
                                    proceeds,  and  competition in selected area
                                    of business. (See "Risk Factors").


                         SELECTED FINANCIAL INFORMATION

BALANCE SHEET DATA:                 Inception to March 31, 2000 (Audited)

         Current Assets:                                       $ 2,067.00
         Other Assets:                                         $     0.00
         Total Assets:                                         $ 2,067.00
         Total Liabilities:                                    $ 2,500.00
         Accumulated Loss:                                    ($ 1,233.00)
         Shareholders Equity:                                 ($   433.00)

INCOME STATEMENT DATA:     Inception to March 31, 2000 (Audited)

         Total Income:                                         $     0.00
         Total Expenses:                                       ($1,233.00)
         Net Profit (Loss):                                   ($ 1,233.00)

                     (See Financial Statements - Schedule I)


<PAGE>





                              AVAILABLE INFORMATION

The Company has filed with the United States Securities and Exchange  Commission
(the  "Commission") a Registration  Statement on Form SB-1, under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  with  respect to the shares
offered  hereby.  As permitted by the rules and  regulations of the  Commission,
this  Prospectus  does  not  contain  all of the  information  contained  in the
Registration  Statement.  For further information regarding both the Company and
the shares offered,  reference is made to the Registration Statement,  including
all exhibits and schedules thereto, which may be inspected without charge at the
public reference  facilities of the Commission's  Washington,  D.C. office,  450
Fifth Street,  N.W.,  Washington,  D.C.  20549.  Copies may be obtained from the
Washington, D.C. office upon request and payment of the prescribed fee.

We may elect not to file a Form 8-A or other  Registration  Statement  under the
Securities Exchange Act of 1934 and, therefore,  will only be subject to Section
15(d)  following the  effective  date,  therefore  the proxy rules,  short-swing
profits regulations,  beneficial ownership reporting regulations and the bulk of
the tender offer regulations will not apply to us.

We  intend  to  furnish  our   stockholders   with  annual  reports   containing
consolidated  financial  statements audited and reported upon by our independent
accounting  firm and such  other  periodic  reports  as we may  determine  to be
appropriate or as may be required by law.

We are an electronic  filer.  The Commission  maintains a Web site that contains
reports,  proxy  and  information  statements  and other  information  regarding
issuers that file electronically with the Commission.  The Commission's Web site
address is (http://www.sec.gov).

As of the  date of this  Prospectus,  we  became  subject  to the  informational
requirements  of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act") and, in accordance therewith, will file reports and other information with
the Commission.  Reports and other  information  filed by us with the Commission
pursuant to the informational requirements of the Exchange Act will be available
for inspection and copying at the public reference facilities  maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington,  D.C. 20549, and at
the following  regional  offices of the  Commission:  New York regional  Office,
Seven World Trade Center, 13th Floor, New York, New York 10048; Chicago Regional
Office,  500 West  Madison  Street,  Chicago,  Illinois  60661.  Copies  of such
material may be obtained from the public reference  section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.

                           REPORTS TO SECURITY HOLDERS

Copies of our Annual, Quarterly and other Reports which will be filed by us with
the Commission  commencing with the Quarterly Report for the first quarter ended
after the date of this  Prospectus  (due 45 days after the end of such  quarter)
will also be available upon request,  without charge,  by writing Medina Coffee,
Inc., P.O. Box 741, Bellevue, Washington 98009.

                         INVESTOR SUITABILITY STANDARDS

The  purchase  of the Shares  involves  significant  risks and is not a suitable
investment for all potential investors.

For reasons  described  below and under "Risk  Factors",  the purchase of Shares
should be considered  appropriate only for "sophisticated  investors" interested
in a long  term  investment  and not for  resale.  A  prospective  investor,  in
determining whether a Share is a suitable instrument,  should consider carefully
that there will be a limited number of Shares sold and that  transferability  of
the underlying securities thereof may be limited for a time; no active public or
secondary market will develop for the underlying securities.  The offering price
has been  arbitrarily  determined  by the Company and bears no  relationship  to
assets,  earnings or other criteria of value. No assurance can be given that the
securities  underlying  the Shares will have a market  value or that they can be
resold at this price if and when an active secondary market might exist.

The economic  benefit of an investment in the Shares depends upon the ability of
the Company to successfully  implement its business plan. The  accomplishment of
this goal may depend upon,  among other things,  such investor's  objectives and
their ability to accept highly  speculative  risks,  including the risk of total
loss of his or her investment in the Shares.  Purchase of the Shares is suitable
only for persons of economic  means who have  adequate  means of  providing  for
their current  needs,  even if investment in the Shares results in a total loss.
Accordingly,  no investor  should purchase Shares with funds which they may need
to convert to cash and for which they cannot bear the risk of loss.  The Company
reserves the right to accept or reject any subscription to purchase Shares.

                                       1


<PAGE>


                        DELIVERY OF PROSPECTUS BY DEALERS

Until 90 days after the effective date of this Prospectus, all dealers effecting
transactions  in the registered  shares,  whether or not  participating  in this
distribution,  may be required to deliver a  Prospectus.  This is in addition To
the  obligation of dealers to deliver a prospectus  when acting as  underwriters
with respect to their unsold allotments or subscriptions.

                                  RISK FACTORS

THE PURCHASE OF THE SECURITIES BEING OFFERED BY THIS PROSPECTUS  INVOLVES A HIGH
DEGREE OF RISK TO THE INVESTORS AND SHOULD BE PURCHASED  ONLY BY PERSONS WHO CAN
AFFORD TO LOSE THEIR ENTIRE INVESTMENT. (SEE "RISK FACTORS" AND "DILUTION"). THE
OFFERING PRICE HAS BEEN ARBITRARILY DETERMINED BY THE COMPANY BASED UPON WHAT IT
BELIEVES  PURCHASERS OF SUCH SPECULATIVE  ISSUES WOULD BE WILLING TO PAY FOR THE
SECURITIES  OF THE  COMPANY  AND BEARS NO  RELATIONSHIP  WHATSOEVER  TO  ASSETS,
EARNINGS, BOOK VALUE OR ANY OTHER ESTABLISHED CRITERIA OF VALUE.

Prior to  investing  in the  Shares,  a  prospective  investor  should  consider
carefully the following  risks and highly  speculative  factors which may affect
the business of the Company. In analyzing this Offering,  prospective  investors
should carefully consider, among other factors, the following:

Start-up or Development Stage Company

The Company has just  commenced  operations and it is considered a "start-up" or
"development  stage"  company.  The purchase of the  securities  offered in this
Offering must be regarded as placing funds at a high risk in a new or "start-up"
venture with all the unforseen costs,  expenses,  problems,  and difficulties to
which such ventures are subject. Furthermore, there can be no assurance that the
Company's  concept  and  products  will be as well  accepted  in the Puget Sound
markets or that the Company will be successful  in selecting its initial  market
and kiosk site.

Dependent upon Offering - Insignificant Working Capital

The Company  presently has limited  working  capital and its ability to continue
its  operations  and operate as a going  concern is wholly  contingent  upon the
successful  completion of this Offering and the receipt of the proceeds from the
sale of its products.  As of this date, the Company has generated minimal income
from its operations,  and there can be no assurance that any such income will be
forthcoming in the future.

Reliance Upon Officers, Directors and Key Employees

The Company is wholly  dependent,  at  present,  upon the  personal  effects and
abilities of its officers  and  directors.  The Company will need to continue to
attract and retain highly  qualified  people with the appropriate  technical and
management skills. (See Management).

Expected Losses

The Company  expects to incur losses during its first year of  operation.  There
can be no assurances that the Company will achieve  profitability in the future,
or, if so, as to the timing or amount  thereof.  (See  Financial  Statements and
Business of the Company).

No Operating History

The Company was originally incorporated as Medina Copy, Inc. on October 4, 1999,
in the  State of  Nevada.  The  Company  has had no  operational  history  since
inception.  The likelihood of success of the Company must be considered in light
of the risks,  expenses,  difficulties  and  delays  frequently  encountered  in
connection with the operation and development of a business in its early stages.
There is, therefore,  nothing at this time upon which to base an assumption that
the Company's business will prove successful,  and there is no assurance that it
will be able to operate profitably. (See Business of the Company).

                                       2

<PAGE>


Competition

The  specialty  coffee  market  is  highly  competitive.  Some of the  Company's
competitors  have  greater  financial  and  marketing  resources  and brand name
recognition  combined with a larger customer base than the Company.  The Company
will compete with a number of specialty  coffee retailers  including  Starbuck's
Coffee,  SBC and Peet's  Coffee & Tea as well as other  lesser  know  companies.
Nationally,  coffee  manufacturers  such as Kraft,  General  Foods,  Proctor and
Gamble,  and Nestle  distribute  coffee products in supermarkets and convenience
stores,  which may serve as  substitutes  for the  Company's  coffees and coffee
drinks.  The Company's coffee beverages  compete directly against all restaurant
and beverage  outlets that serve coffee and a growing number of espresso stands,
carts,  and stores.  The Company's  whole bean coffees and its coffee  beverages
compete indirectly against all other coffees on the market. The Company believes
that its  customers  choose  among  retailers  primarily on the basis of product
quality,  service  and  convenience,  and,  to a lesser  extent,  on price.  See
"Business -- Competition."

Dependence on Single Product Line

Approximately  two-thirds of the  Company's  revenue is derived from the sale of
coffee beverages.  Any significant  health concerns with respect to coffee could
result in decreased coffee consumption and have a material adverse effect on the
Company.

Dependence on Third Party Coffee Suppliers

The  Company  does not  intend to roast  any of its own  coffees.  Instead,  the
Company  envisions  entering into periodic supply agreements with third parties.
At this time the Company has no established  supply  relationships.  The Company
may be unable to enter into supply  contracts  with third parties to supply high
quality  roasted  beans.  There is no assurance that the Company will be able to
establish a suitable supply  relationship for roasted coffee or, if established,
that such  sources  of supply  would be able to  provide  the  Company  with the
quantities  or the  quality of  roasted  beans that the  Company  requires.  The
inability of the Company to enter into a suitable supply  agreement could have a
material adverse effect on the Company.

Fluctuations in the Availability and Cost of Green Coffee

Any  supplier  from whom the  Company  might  purchase  coffee,  is  subject  to
volatility in the supply and price of green coffee  beans.  Although most coffee
trades in the  commodity  market,  coffee of the  quality  sought by the Company
tends to trade on a negotiated  basis at a substantial  premium above  commodity
coffee  pricing,  depending  upon the supply and demand at the time of purchase.
Supply and price can be affected by many factors  such as weather,  politics and
economics in the producing  countries.  At various times,  organizations such as
the International  Coffee  Organization and other groups such as the Association
of Coffee Producing Countries have attempted to reach agreements or take actions
that would cause prices to rise.

Coffee prices are extremely volatile. The Company believes that increases in the
cost of its purchased coffee can, to a certain extent,  be passed through to its
customers  in the form of higher  prices  for beans  and  beverages  sold in the
Company's  espresso carts.  The Company  believes that its customers will accept
reasonable  price  increases  made necessary by increased  costs.  The Company's
ability to raise prices,  however,  may be limited by  competitive  pressures if
other  major  specialty  coffee  retailers  do not raise  prices in  response to
increased coffee prices.  The Company's  inability to pass through higher coffee
prices in the form of higher retail prices for beans and beverages  could have a
material adverse effect on the Company.  Alternatively,  if coffee prices remain
too low,  there  could be adverse  impacts on the level of supply and quality of
coffees available from producing countries,  which could have a material adverse
effect on the Company.

Government Regulation

The food  service  industry  is subject to  extensive  federal,  state and local
government  regulation relating to the development and operation of food service
outlets,  including  laws and  regulations  relating  to  building  and  seating
requirements,  the  preparation  and sale of food,  cleanliness,  safety  in the
workplace,  accommodations for the disabled and the Company's  relationship with
its  employees,  such as minimum wage  requirements,  anti-discrimination  laws,
overtime and working  conditions and  citizenship  requirements.  The failure to
obtain or retain necessary food licenses,  substantial  increases in the minimum
wage or substantial  increases in payroll taxes to fund mandatory health-care or
employee benefit programs could have a material adverse effect on the Company.


                                       3
<PAGE>


Conflicts of Interests

Management of the Company may devote time to other  companies or projects  which
may compete,  directly or indirectly,  with the Company. An attempt will be made
with regard to any conflicts of interest  between the Company and  management to
resolve such conflicts in favor of the Company. Persons considering the purchase
of  securities  pursuant  to this  Offering  must  appreciate  that they will be
required  to rely  on the  judgment  of  these  individuals  in  resolving  such
conflicts as they may arise.

Continued Control by Management

Following completion of this offering, the directors and officers of the Company
will  beneficially  own, in the aggregate,  approximately 82% of the outstanding
Common  Stock.  As a result,  such persons may as a practical  matter be able to
delay or prevent a change of control of the Company that is favored by the other
stockholders and may be able to effect many fundamental  corporate  changes such
as  amendment  of  the  Company's   Restated  Articles  of  Incorporation   (the
"Articles") and the election of directors.  See  "Management" and "Principal and
Selling Stockholders."

No Firm Placement or Underwriting

No one  has  guaranteed  the  purchase  or  sale of the  Shares  and  underlying
securities  offered hereby.  The Shares are being offered directly by management
of the  Company  for a period not to exceed 36 days,  commencing  on the date of
this Prospectus, on a "Best Efforts" basis. (See Offering)

Dividend Policy

The Company has never paid a cash dividend on its common shares nor will they in
the  foreseeable  future.  Accordingly,  investors who  anticipate  the need for
immediate income from their  investments by way of cash dividends should refrain
from purchasing any of the securities offered hereby.

Arbitrary Offering Price

The offering price of the Shares has been arbitrarily  determined by the Company
based upon what it  believes  purchasers  of such  speculative  issues  would be
willing to pay for the Shares of the Company and does not  necessarily  bear any
material  relationship  to book  value,  par  value,  or any  other  established
criterion of value. (See Plan of Distribution)

Possible Depressive Effect of Future Sales by Present Shareholders

The  Company  currently  has  900,100  shares of the  common  stock  issued  and
outstanding,  all of which  have not been  registered  with the  Securities  and
Exchange  Commission  or any state  securities  agency and of which all  900,100
shares  are  currently  restricted  pursuant  to  Rule  144  promulgated  by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
Rule 144 provides,  in essence,  that a person holding restricted securities for
one year  from the date the  securities  were  bought  from the  Company,  or an
affiliate of the Company,  and fully paid,  may sell limited  quantities  of the
securities to the public without registration, provided there shall be available
adequate  current  public   information  with  respect  to  the  Company.   Such
information  shall be deemed to be available if the Company is current in filing
its  reports  with  the  Securities  and  Exchange  Commission  pursuant  to the
Securities  Exchange Act of 1933,  as amended,  or for a  non-reporting  issuer,
current information  available about the Company covering all items contained in
the Company's original 15c2-11 - Information and Disclosure  Statement including
financial  statements for the last two years.  Sales of securities  held for one
year of an affiliate are limited to one percent of the total outstanding  shares
of the Company  during the three months  preceding the sale. An  "affiliate"  is
defined,  for the purposes of Rule 144, as a person who  directly or  indirectly
through one or more intermediaries,  controls,  or is controlled by, or is under
common  control  with,  such issuer.  Further,  the  securities  must be sold in
brokers  transactions within the meaning of Rule 144. Pursuant to Rule 144, such
securities  held by  non-affiliates  for more than one year may be sold  without
reference to the current public information of broker transaction  requirements,
or  the  one  percent  selling  limitation.  None  of  the  current  outstanding
restricted shares of the Company are available for resale pursuant to Rule 144.

The sale of some or all of the  currently  restricted  shares of common stock of
the Company could have a material negative impact upon the market price, if any,
of the Shares and underlying securities. (See "Market Information" and "Security
Ownership of Certain Beneficial Owners and Management".)


                                       4
<PAGE>


No Trading Market for Company's Common Stock

There is no trading  market for the Company's  Common Stock at present and there
has  been  no  trading  market  to  date.  Management  has  not  undertaken  any
discussions,  preliminary  or  otherwise,  with  any  prospective  market  maker
concerning the  participation  of such market maker in the  aftermarket  for the
Company's  securities.  There is no  assurance  that a trading  market will ever
develop or, if such a market does develop,  that it will  continue.  (See Market
Information)

Risks of Low-Priced Stocks

Securities  which trade below $5.00 per share are subject to the requirements of
certain rules promulgated under the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"), which require  additional  disclosure by broker-dealers in
connection  with  any  trades  involving  a stock  defined  as a  "penny  stock"
(generally,  any non-NASDAQ equity security that has a market price of less than
$5.00 per  share,  subject  to  certain  exceptions).  Such  rules  require  the
delivery,  prior  to any  penny  stock  transaction,  of a  disclosure  schedule
explaining the penny stock market and the risks associated therewith, and impose
various sales practice  requirements on broker-dealers  who sell penny stocks to
persons other than  established  customers and accredited  investors  (generally
defined as an investor with a net worth in excess of $1,000,000 or annual income
exceeding  $200,000,  $300,000  together  with a  spouse).  For  these  types of
transactions,  the broker-dealer must make a special  suitability  determination
for the  purchaser  and have  received the  purchaser's  written  consent to the
transaction prior to sale. The broker-dealer  also must disclose the commissions
payable to the  broker-dealer,  current bid and offer  quotations  for the penny
stock and, if the broker-dealer is the sole market-maker, the broker-dealer must
disclose  this fact and the  broker-dealer's  presumed  control over the market.
Such  information must be provided to the customer orally or in writing prior to
effecting  the   transaction   and  in  writing  before  or  with  the  customer
confirmation.   Monthly   statements  must  be  sent  disclosing   recent  price
information  for the penny  stock held in the  account  and  information  on the
limited   market  in  penny  stocks.   The  additional   burdens   imposed  upon
broker-dealers   by  such   requirements  may  discourage  them  from  effecting
transactions in the securities underlying the Shares, which could severely limit
the  liquidity  of the  securities  underlying  the  Shares  and the  ability of
purchasers in this Offering to sell the securities  underlying the Shares in the
secondary market.

Possible Use of Debt Financing

There are currently no limitations  relating to the Company's  ability to borrow
funds to increase the amount of capital  available to the Company to finance the
operations  of its  business.  The  amount and  nature of any  borrowing  by the
Company will depend on numerous considerations,  including the Company's capital
requirements,  the Company's  perceived ability to meet debt service on any such
borrowing and the then prevailing  conditions in the financial markets,  as well
as general economic  conditions.  There can be no assurance that debt financing,
if  required or  otherwise  sought,  would be  available  on terms  deemed to be
commercially  acceptable and in the best interests of the Company. The inability
of the Company to borrow funds  required to effect its business plan, may have a
material  adverse  effect  on  the  Company's  financial  condition  and  future
prospects. Additionally, to the extent that debt funding ultimately proves to be
available,  any borrowing may subject the Company to various risks traditionally
associated with incurring of indebtedness,  including the risks of interest rate
fluctuations and insufficiency of cash flow to pay principal and interest.

Year 2000

The Year 2000 issue arises due to computer programs using two digits rather than
four to define an applicable year.  Computer programs may recognize a date using
"00" as the year 1900  rather  than the year 2000.  This could  result in system
failures or miscalculations  leading to disruptions in the Company's operations.
If the Company or its  significant  customers  or suppliers  fail to  adequately
address the Year 2000 issue,  such failure  could have an adverse  impact on the
Company's ability to operate its business.

The  Company  intends to review  and,  if  necessary,  correct  Year 2000 issues
identified in all of the operations it acquires. This includes software utilized
in financial and operational  computer systems,  impact on manufacturing  plants
and building  facilities.  The Company also intends to investigate the Year 2000
capabilities of suppliers, customers and other external entities, and developing
contingency plans where necessary.


                                 USE OF PROCEEDS

The  Company  estimates  that  the  net  proceeds  from  this  Offering  will be
approximately $ 9,500, after deducting the Offering expenses including legal and
accounting fees payable by the Company. It is anticipated such proceeds will be

                                       5
<PAGE>


sufficient to proceed with the initial proposed projects of the Company. The net
proceeds of this  Offering  will be  deposited  immediately  into the  Company's
corporate account to be utilized as follows:

                           Acquisition of Espresso Cart:      $ 6,150
                           General Corporate Purposes:        $ 3,350
                                                              -------
                           Total                              $ 9,500
                                                              -------

While the Company  currently  intends to utilize the  proceeds of this  Offering
substantially  in the matter set forth above,  the Company reserves the right to
change such use if, in the judgment of the Board of Directors,  such changes are
advisable.


                                    DILUTION

Prior to this  Offering  and as of March 31,  2000,  the  Company had a total of
900,100  shares  issued  and  outstanding  and,  a net  tangible  book  value of
($433.00) or $ 0.0004 per share.  Net tangible  book value per share  represents
the amount of the Company's tangible assets, less total liabilities,  divided by
the number of shares of the common  stock of the  Company  outstanding.  Without
taking into account any further  adjustments  in net  tangible  book value other
than to give  effect to the sale of the 200,000  Shares  offered  hereby  (after
deduction of Offering  expenses)  the pro forma net  tangible  book value of the
Company at March 31,  2000,  would have been $ 12,067 or $ 0.01 per share of the
common stock of the Company  representing an increase in net tangible book value
to existing  shareholders of $ 0.01 per share and a dilution of $ 0.04 per share
to new investors.

        Public offering price per Share:                               $ 0.050
        Net tangible book value, per share, before Offering (1):       $ 0.0004
        Pro forma net tangible book value per share after Offering (2):$ 0.010
        Increase per share attributable to new investors:              $ 0.010
        Dilution per share to new investors (3):                       $ 0.040

         Note:
1.                "Net  tangible book value per share" is determined by dividing
                  the number of shares of common stock  outstanding into the net
                  tangible book value of the Company (tangible assets less total
                  liabilities).
2.                Since there can be no assurances as to how many, if any Shares
                  will be sold,  the pro forma net tangible book value per share
                  may vary from that set forth above after the Offering.
3.                "Dilution"  means the difference  between the public  offering
                  price per share and the net  tangible  book value per share of
                  common stock after giving effect to the Offering.

Each of the  current  shareholders  of the  Company  paid $ 0.002  per share for
900,100 shares of common stock of the Company currently  outstanding compared to
the  offering  price of $ 0.05 per Share  deemed to be paid by investors in this
offering.


                             BUSINESS OF THE COMPANY

History

Medina  Coffee,  Inc.  was  originally  incorporated  in the  State of Nevada on
October 4, 1999 under the name Medina Copy, Inc. The Company immediately changed
its name to Medina Coffee,  Inc. on October 6, 1999.  Prior to October 1999, the
Company has never conducted  business.  The principal  address of the Company is
P.O. Box 741, Bellevue, Washington 98009.

The Company is in the  development  stage,  being a company that is in the early
stages of starting an espresso cart business for the  distribution of coffee and
coffee related products.

Proposed Business of the Company

The Company is a development-stage  company which was founded for the purpose of
building a retail  premium  coffee  business that sells premium  quality  coffee
drinks through  Company-owned  and operated retail espresso carts. The Company's
objective is to  establish  itself as the leading  purveyor of premium  espresso
carts in the Puget Sound Area, a market that  Management is not fully  exploited
at the current time.

                                       6

<PAGE>


Industry Overview

The specialty coffee retail business in the United States is growing rapidly and
is  disproportionately  concentrated  in  the  Pacific  Northwest,  particularly
Washington  and Oregon.  Industry  sources  estimate  that total retail sales of
specialty coffee through all distribution  channels will grow to $5.0 billion by
1999 from an  estimated  $1.5 billion in 1989 and that coffee  cafes,  including
espresso carts and kiosks, will be the fastest growing distribution  channel. It
is estimated  that the number of coffee cafes,  espresso bars and espresso carts
will increase from approximately 3,000 in 1995 to approximately  10,000 by 1999.
Even at 10,000 units, the market remains far from saturated. One publicly traded
specialty  coffee  retailer has  estimated  the  potential  market for specialty
coffee cafes in the United States alone at 40,000 units.

Industry  observers suggest that several factors underlie the recent increase in
demand for  specialty  coffees,  which are made from  superior  beans roasted to
specifications  that produce coffee with more flavor and consumer appeal. A high
proportion of consumers in the United States now  recognize and  appreciate  the
difference in quality between instant and canned coffees and specialty  coffees.
Industry sources estimate that approximately 31.0% of all coffee consumed in the
United States in 1995 was specialty coffee, an increase from  approximately 3.6%
in 1983.

Another  factor leading to the increase in specialty  coffee  consumption is the
growing  popularity of specialized  coffee beverages in which coffee or espresso
is  combined  with  steamed  milk to produce  lattes,  cappuccinos  and  similar
beverages.  These specialty coffee beverages are typically served in restaurants
and  coffee  houses  using  sophisticated,  high-pressure  machines.  The  rapid
expansion of Starbucks and other  specialty  coffee houses  nationwide  has also
contributed to greater consumer awareness and appreciation of specialty coffee.

In addition to  increased  consumer  awareness  and  appreciation  of  specialty
coffee,  the rapid  growth in the  specialty  coffee  retail  business  has been
attributed to an increased desire by consumers for a small indulgence. Specialty
coffee beverages and  complementary  products offered in a pleasant  environment
provide  consumers  the  opportunity  to enjoy that small  indulgence.  Industry
observers  have also  noted  that the  increasing  number  of  people  seeking a
non-alcoholic  locale  where they can go as an  alternative  to home and work is
contributing to the popularity of specialty coffee houses.

Business Strategy

The  Company  will  offer  only the  highest-quality  coffee,  at the same  time
providing  the service as quickly as possible,  realizing  the demand for coffee
drinks to people on the go. All types of espresso  coffee drinks will be served,
including  iced coffee  drinks and various  types of premium  blended and ground
coffee.

The Company will sell its specialty  coffees through  company-owned and operated
espresso carts. The small size of the carts, approximately four feet long, three
feet deep and four  feet  high,  enable  the  espresso  carts to be  located  in
non-traditional,  key  intercept  market  locations.  The low  cost  and ease of
relocation of these espresso carts,  enables a short lead time from the setup to
the delivery of coffee drinks to the customer.

Standard  equipment in an espresso cart includes a two-group  espresso  machine,
two espresso grinders, a coffee brewer,  blender, and cash register, and display
rack for baked goods and other non-coffee items. The basic espresso cart will be
finished in an upscale design.

Espresso carts located within or outside downtown  buildings will likely be open
from 8 a.m. to 6 p.m. five days per week. Other espresso carts, those located in
shopping centers or transportation  terminals,  for example, will likely be open
to 9 p.m. or later,  seven day per week.  The typical staff per retail  espresso
cart will consist of one  full-time  full-time  employee.  Each employee will be
trained  to  be  knowledgeable  about  premium  gourmet  coffee.  Espresso  cart
operations will be service driven,  with emphasis on personalized  service while
providing a quality product to the customer.

The  espresso  cart design  will be upscale,  emphasizing  Medina  Coffee,  Inc.
branding  and style.  The  espresso  cart  design  will  reflect  the  Company's
principle position, of that of a local coffee company, representing the feel and
the attitude of the Puget Sound and the Pacific West Coast.  The espresso  carts
are intended to be billboards  themselves  as the Company  opens new  locations.
Point of sale  signage,  custom  bags,  boxes,  cups,  gift sets,  products  and
literature with the Company's distinctive name and logo are intended to increase
name  awareness  and to portray the Company's  image in terms of color,  layout,
typeface, wording, graphics and display.


                                       7
<PAGE>


The cost of building  and  equipping  an espresso  cart have been  estimated  as
follows:

         Cost to acquire an espresso cart                             $   3,000
         One group espresso machines                                        400
         One express grinders - $350 each                                   350
         One coffee brewer                                                  100
         One blender                                                        100
         One cash register (ii)                                           1,000
         Two display racks - $100 each                                      200
         Miscellaneous                                                    1,000
                                                                       --------
                           Total cost                                 $   6,150
                                                                       ========

The Company has also considered renting rather than purchasing such items as the
espresso cart, espresso machines, espresso grinders, and the cash registrar.

The Company's business strategy is as follows.

          ----------------------------------------------------------------------

             1.     The  Company  will  undertake  an  analysis   marketing  and
                    demographic   research  to  select  store  sites  acceptable
                    espresso cart locations. This will entail communicating with
                    landlords  of office  buildings,  meeting  with  managers of
                    transportation   terminals   and  sporting   facilities   to
                    determine ideal  locations for the  installation of espresso
                    carts.
          ----------------------------------------------------------------------


             2.     Design  and  outfit  first  "test"  espresso  cart including
                    merchandising sales material.
          ----------------------------------------------------------------------

             3.     Open first espresso cart site. The Company will focus on the
                    best  way  ensure  that  each   espresso   cart  provides  a
                    consistent  quality product and a superior level of customer
                    service.  This  experience  obtained  in running  this first
                    espresso  cart will  serve as the  basis  for the  Company's
                    operations  procedural  manual and as part of its  marketing
                    program as the Company strives for increased exposure in the
                    community.
          ----------------------------------------------------------------------
             4.     Evaluate the  operating  success of the first  espresso cart
                    and fine tune operation  procedures and future growth plans.
                    Determine the number of feasible locations in which espresso
                    carts will be placed.  Depending  upon the amount of capital
                    resources  available  to it,  during  the next 12 months the
                    Company  anticipates opening up to twenty additional expreso
                    carts in the Bellevue,  Medina and Seattle area. This number
                    may not be  realistic  as it may not be possible to fund all
                    new  espresso   carts  with  funds   generated  from  sales.
                    Therefore  the Company  will have to give  consideration  to
                    either debt financing or issuing more of its common stock.
          ----------------------------------------------------------------------


The Company's plans will require substantial  capital investment.  Management of
the Company  estimates  it will need a minimum of $ 200,000 over the next twelve
months to implement its business  strategy.  The Company  intends to pay for its
expansion using cash generated from sales of operating  espresso carts,  capital
stock,  notes and/or  assumption  of  indebtedness.  There can be no  assurance,
however,  that such  financing  will be available on terms  satisfactory  to the
Company,  if at all.  Failure  by the  Company to obtain  sufficient  additional
capital in the future will limit or eliminate the Company's ability to implement
its business  strategy.  Future debt  financings,  if  available,  may result in
increased  interest and  amortization  expense,  increased  leverage,  decreased
income available to fund further  acquisitions and expansion,  and may limit the
Company's ability to withstand competitive pressures and render the Company more
vulnerable to economic downturns. Future equity financings may dilute the equity
interest of existing stockholders.

Sales and Marketing

The Company  will  identify  the  highest-visibility,  highest-foot  traffic key
market  intercept  locations and acquire them where possible.  The small size of
the espresso carts and their  free-standing  nature enable the espresso carts to
be installed in non-traditional  locations.  In many cases, the locations sought
by the Company are atriums and lobbies,  anchored by vacant nooks,  crannies, or
corners;  and, as a result,  the locations are not  presently  occupied,  nor do
retailers regard them as location opportunities in general.
                                       8

<PAGE>


The Company's  initial focus will be key market  intercept  locations within the
retail  malls that anchor the  commercial  high-rises  in the  business  core of
Medina Bellevue,  and Seattle. The Company has estimated the cost of acquiring a
good  location  will be  approximately  $3,000  per  espresso  cart or a monthly
royalty  at  5%  of  the  espresso   carts'  sales.   Expanding   revenue  in  a
non-traditional  location, where revenue is not currently being generated,  will
create a "win-win" solution for both parties.

Competition

The coffee market is highly  competitive  in that there are number coffee houses
throughout the Puget Sound. Such names as Starbucks  Coffee,  SBC, Peet's Coffee
and Tea and Tully's are  household  names in Seattle  and  surrounding  area and
command  a  great  following.  In  addition,  every  restaurant  serves  coffee,
theaters,  sports  facilities,  hotels often  provide free coffee in each of its
guest rooms and nearly every office offers coffee to visitors  while they either
wait or are in a meeting.

To compete against the well such known names of Starbucks Coffee and SBC will be
difficult  for the Company  since these  companies  have a strong  following  of
coffee  drinkers  and can offer,  in the  majority  of cases,  a place for their
customers to sit while  enjoying  their coffee.  In addition,  they offer a wide
variety of coffee  drinks to satisfy  every  coffee  taste.  The Company will be
limited in the number of different coffee drinks it can offer.

Against smaller,  localized operators,  the Company will compete on the basis of
location, specialization, quality service, branding and professional management,
while taking advantage of Puget Sound resident's loyalty to their city and their
affinity to support local companies.  There can be no assurance that the Company
will be able to establish  itself in the Puget Sound coffee market by building a
solid customer base.

Management believes there are certain areas within each city which are important
to the Company's development and marketing due to their demographics, visibility
and/or population  density.  These areas are primary Company targets for its new
retail  store.  Industry  competitors  often  target the same areas for  similar
reasons.  The Company intends to open its new retail stores in these areas, even
if it means  being  across  the  street  or in the  same  office  building  as a
competitor.

The Company  faces  intense  competition  for a suitable  new store site and for
qualified  personnel  to operate its proposed  store.  There can be no assurance
that the Company  will be able to continue to secure a site at  acceptable  rent
levels  or that the  Company  will be able to  attract  a  sufficient  number of
qualified  workers.  The Company's  proposed wholesale and office coffee service
businesses also face significant competition from established wholesale and mail
order  suppliers,  many of whom have greater  financial and marketing  resources
than the Company.

Limited Operating History

The Company since its inception  has never  conducted any line of business.  The
Company has no operating history and, accordingly, there is only a limited basis
on which to evaluate the Company's prospects for achieving its intended business
objectives. To date the Company's activities have been limited to organizational
activities  and this  Offering.  The Company has limited  resources  and minimal
revenues to date.

Employees

As at June 23, 2000, the Company did not have any employees  either part time or
full time. Mr. Harry Miller, the executive officer of the Company is involved in
the  affairs of the Company as  required.  He is not  employed  full time by the
Company.  Nevertheless,  he  was  responsible  for  incorporating  the  Company,
developing the Company's coffee concept,  engaging the services of professionals
to assist in the development of the Company,  prepare  documents as required and
undertake  other duties which are normally the  responsibility  of the executive
officers of company.  The Company is not a party to any employment  contracts or
collective  bargaining  agreements.  The  Company  does not believe it will have
problems in attracting  suitable  employees.  The Bellevue area has a relatively
large pool of people experienced in food preparation and dealing with customers.
In addition,  there is no lack of people who have  experience in general  office
duties.

Description of Property

                                       9

<PAGE>


The Company  neither owns or leases any real property.  At present,  offices are
provided at no cost to the Company by Mr. Harry Miller the  President  and Chief
Executive Officer of the Company. This arrangement is expected to continue until
such  time  as  the  Company  becomes  involved  in  a  business  venture  which
necessitates its relocation, as to which no assurances can be given. The Company
has no  agreements  with respect to the  maintenance  or future  acquisition  of
office or coffee outlet facilities.

Previous Stock Issuances of Company

The  Company  issued  900,100  shares in the  common  stock of the  Company at a
purchase  price of $ 0.002 per share on October 5, 1999, to Mr. Harry Miller the
founder of the Company.

Government Regulation

The Company is subject to the general laws and regulations  relating to the food
service  industry.  There are no specific  laws or  regulations  that govern the
coffee  industry  as  a  whole,  or  coffee  retailers  specifically,  that  are
materially different than other retail or wholesale food businesses.


                              MANAGEMENT OF COMPANY

Directors, Executive Officers and Key Employees

The names,  ages and respective  positions of the current  directors,  executive
officers and key employees of the Company are:

Name              Age            Position

Harry Miller      65             President, Chief Executive Officer, Secretary,
                                                           Treasurer & Director

The Company intends to recruit and appoint additional  directors and officers as
needed who have the requisite complement of skills to successfully implement the
mandate of the Company.  Currently the Company has no employees other than those
cited  above.  The Company  will  recruit  employees  as the  Company  grows and
develops.

Harry Miller, is the President, Chief Executive Officer, Secretary and Treasurer
of  the  Company.  Mr.  Miller  brings  years  of  experience  in  starting  new
enterprises having spent the last thirty years in the founding of many companies
that  subsequently  raised  capital  via a  public  distribution.  Most of these
companies were in the medical products and health care  industries.  In the past
he has served in many capacities  including  President,  Chief Financial Officer
and Director. Mr. Miller has been semi-retired over the past five years.

The term of  office  of each  director  is one year or until  his  successor  is
elected at the annual meeting of the Company and  qualified.  The term of office
for each  officer of the Company is at the  pleasure of the Board of  Directors.
The Board of Directors has no nominating,  auditing or  compensation  committee.
There are no  arrangements  or  understandings  between  any of the  officers or
directors and any other  persons  pursuant to which such officer or director was
selected as an officer or director.

Compensation of Directors, Officers and Key Employees

Directors are permitted to receive fixed fees and other  compensation  for their
services as directors,  as determined by the Board of Directors. No amounts have
been paid to directors of the Company in such capacity.


                                 INDEMNIFICATION

The Company  will  indemnify  a director  or officer of the Company  against all
costs,  charges and  expenses  (including  an amount paid to settle an action or
satisfy a judgment) reasonably incurred by him in respect of any civil, criminal
or administrative  action or proceeding to which he is made a party by reason of
being or having  been a director  or officer of the  Company  provided  he acted
honestly and in good faith with a view to the best  interests of the Company and
in the  case of a  criminal  or  administrative  action  or  proceeding  that is
enforced by a monetary  penalty,  had reasonable  grounds for believing that his
conduct was lawful.

                                       10
<PAGE>


Insofar as indemnification  for liabilities  arising under the Securities Act of
1933, as amended, may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions.  The Company has been informed
that in the opinion of the  Commission  such  indemnification  is against public
policy as expressed in the Securities Act of 1933, as amended,  and is therefore
unenforceable.


                                  STOCK OPTIONS

There are no outstanding  options. It is the intention of the Board of Directors
to grant stock options to directors,  officers and future employees at some time
in the  future.  At the  present  time no  consideration  has been  given to the
granting of stock options.


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain  information  concerning the Common Stock
ownership  as  of  June  23,  2000  of  each  officer,  director,  promoter,  or
shareholder  who is known to the Company as management  or to be the  beneficial
owner or more than ten percent of the Company's Common Stock.

<TABLE>
<CAPTION>


Name and Address                 Amount and Nature of                    Percent of Class
of Beneficial Owner            Beneficial Ownership (1)                Before Offering After Offering (2)
- ---------------------- --------------------------------------- --------------------------------------
<S>                    <C>                                     <C>

Harry Miller (3)                      900,100                                100%/82%
Bellevue, WA            (Restricted securities as defined in
                            the Securities Act of 1933)
- ---------------------- --------------------------------------- --------------------------------------
Notes:
<FN>

1.   Unless  otherwise  indicated,  the  named  party is  believed  to have sole
     investment  and voting  control of the shares set forth in the above table.
2.   Assuming  all  200,000  Shares are sold.
3.   Mr. Miller does not intend to purchase up shares under this Offering.
</FN>
</TABLE>

Future Sales by Present Shareholders

The  Company  currently  has  900,100  shares of the  common  stock  issued  and
outstanding,  all of which  have not been  registered  with the  Securities  and
Exchange  Commission  or any state  securities  agency and of which all  900,100
shares  are  currently  restricted  pursuant  to  Rule  144  promulgated  by the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
Under Rule 144, as currently in effect,  subject to the  satisfaction of certain
other  conditions,  a person,  including an affiliate of the Company (or persons
whose shares are aggregated),  who has owned restricted shares  beneficially for
at least one year is entitled to sell,  within any three-month  period, a number
of  shares  that  does not  exceed  the  greater  of 1% of the  total  number of
outstanding shares of the same class or, if the shares are quoted on an exchange
or NASDAQ,  the average  weekly  trading  volume during the four calendar  weeks
preceding the sale. A person who has not been an affiliate of the Company for at
least three months immediately preceding the sale and who has beneficially owned
the  shares to be sold for at least  one year is  entitled  to sell such  shares
under Rule 144 without  regard to any of the  limitations  described  above.  No
prediction  can be made as to the effect,  if any,  that sales of such shares or
the  availability  of such  shares for sale will have on the  market  prices for
shares of the Company  prevailing from time to time.  Nevertheless,  the sale of
substantial amounts of shares in the public market would likely adversely affect
prevailing market prices for the Company's shares and could impair the Company's
ability to raise capital through the sale of its equity securities.  None of the
current  outstanding  restricted  shares of the Company are available for resale
pursuant to Rule 144.


                            DESCRIPTION OF SECURITIES

Shares


                                       11
<PAGE>


The Company is authorized to issue 50,000,000  shares of common stock, par value
$0.001 per share.  The  Company  has no other  classes of stock.  As of June 23,
2000, the Company had outstanding  900,100 shares of common stock. All shares of
the common  stock are equal to each other with  respect to voting,  and dividend
rights, and subject to the rights of the preferred shareholders described below,
are equal to each other with respect to liquidation rights.

Special  meetings of the Shareholders may be called by the President or Board of
Directors of the Company, or upon the request of holders of at least ten percent
of the  outstanding  voting  shares.  Holders of shares of the common  stock are
entitled  to one vote at any meeting of the  Shareholders  for each share of the
common stock they own as of the record date fixed by the Board of Directors.  At
any meeting of  Shareholders,  a quorum consists of one-third of the outstanding
shares of the common  stock of the  Company  entitled  to vote,  represented  in
person or by proxy.  A vote of the  majority  of the shares of the common  stock
represented at a meeting will govern,  even if this is substantially less than a
majority of the shares of the common stock outstanding.

There are no conversion,  pre-emptive or other subscription rights or privileges
with respect to any share. Reference is made to the Certificate of Incorporation
and Bylaws of the Company as well as to the applicable  statutes of the State of
Nevada for a more complete  description of the rights and liabilities of holders
of shares  in the  capital  stock of the  Company.  It should be noted  that the
Bylaws  may  be  amended  by  the  Board  of  Directors  without  notice  to the
Shareholders.

Non-Cumulative Voting. The shares of the common stock of the Company do not have
cumulative  voting  rights,  which  means  that the  holders  of more than fifty
percent of the shares of the common stock  voting for election of directors  may
elect all the  directors if they choose to do so. In such event,  the holders of
the  remaining  shares  aggregating  less than fifty percent will not be able to
elect directors.

Dividends. The payment of dividends by the Company, if any, in the future, rests
within the  discretion  of its Board of Directors  and will depend,  among other
things, upon the Company's earnings,  its capital requirements and its financial
condition, as well as other relevant factors. The Company has not paid a cash or
stock dividend and does not anticipate paying any cash or stock dividends in the
foreseeable future. (See Risk Factors).

Transfer Agent

The Company has  appointed  Nevada  Agency & Trust Co., 50 West Liberty  Street,
Suite 880, Reno,  Nevada 89501 as transfer agent for the Company's shares of the
common stock.


                             SHARE CAPITAL STRUCTURE

The following table shows the authorized and issued securities of the Company as
of June 23,  2000,  and what the amount  outstanding  is  expected  to be on the
completion of this Offering if all the Shares being offered are sold.

<TABLE>
<CAPTION>
                                                                                          Amount to be outstanding if
                                   Amount authorized or to     Amount outstanding as of   all Shares being issued are
    Designation of security             be authorized               June 23, 2000                     sold
- --------------------------------- --------------------------- --------------------------- -----------------------------
<S>                               <C>                         <C>                         <C>

shares of the common stock,               50,000,000                   900,100                     1,100,100
$0.001 par value
- --------------------------------- --------------------------- --------------------------- -----------------------------

</TABLE>


                               MARKET INFORMATION

No public market has been established for the Common Stock of the Company. There
are at present no plans,  proposals,  arrangements  or  understandings  with any
person  with  regard to the  development  of a trading  market in the  Company's
securities.  There is no assurance  that a trading  market will ever develop for
the Common Stock of the Company or, if such a market does develop,  that it will
continue.  Upon  completion of this offering,  we will have 1,100,100  shares of
Common Stock  outstanding,  assuming all 200,000 shares offered are sold.  After
the  offering,  200,000 of the  1,100,00  shares of common  will be  immediately
tradeable  without  restriction under the Securities Act of 1933, except for any
shares  purchased  by an  "affiliate"  of ours,  as that term is  defined in the
Securities Act. Affiliates will be subject to the resale limitations of Rule 144
under the Securities Act.

No  dividends  have  been  paid to date and none is  expected  to be paid in the
foreseeable future.

                                       12
<PAGE>



                                    OFFERING

Offering Being Made by the Company

The Company is offering up to 200,000 Shares to the public, at a price of $ 0.05
per Share, payable to the Company against delivery of certificates  representing
the Shares through management.  The Offering price was arbitrarily determined by
management. The Offering is not subject to a minimum subscription level.

The  Shares  offered by the  Company  are  subject to prior sale and  subject to
approval of certain legal  matters by legal counsel of the Company.  The Company
reserves the right to reject any offer in whole or in part, for any reason.

Opportunity to Make Inquiries

The Company will make  available to each  offeree,  prior to any sale of Shares,
the  opportunity  to (1) ask  questions of and receive  answers from the Company
concerning   any  aspect  of  the  investment  and  (2)  obtain  any  additional
information  necessary  to verify the accuracy of the  information  contained in
this  Prospectus,  to the extent the Company  possesses such  information or can
acquire it without unreasonable effort or expense.

Procedures for Prospective Investors

Each investor  purchasing  any of the Shares  offered hereby will be required to
execute a Subscription Agreement and Investor Questionnaire,  which, among other
provisions,  will contain representations as to the investor's qualifications to
purchase the Shares and the investor's  ability to evaluate and bear the risk of
an investment in the Company,  and will contain an acknowledgment of the receipt
of the Prospectus  and an  opportunity  to make inquiries and obtain  additional
information.


                                      DEBT

The debt position of the Company, on a consolidated basis, as of March 31, 2000,
is as follows:
<TABLE>
<CAPTION>

   ----------------------------------- ----------------------------- ------------------------- -------------------------

               Column 1                          Column 2                    Column 3                  Column 4
   ----------------------------------- ----------------------------- ------------------------- -------------------------
   <S>                                 <C>                            <C>                      <C>

                       Amount of Debt as of Interest Rate
             Nature of Debt                   March 31, 2000                 on Debt              Repayment Schedule
   ----------------------------------- ----------------------------- ------------------------- -------------------------

   Promissory Note - owed to Harry                 $ 500                        0%                     On Demand
   Miller
   ----------------------------------- ----------------------------- ------------------------- -------------------------

   Accounts Payable                               $2,000                        0%                     Monthly
   ----------------------------------- ----------------------------- ------------------------- -------------------------
</TABLE>


                                   LITIGATION

The Company is not a party to any litigation  and, to the best of its knowledge,
none is threatened or anticipated.



                                       13
<PAGE>


                              FINANCIAL STATEMENTS







                               MEDINA COFFEE, INC.
                          (FORMERLY MEDINA COPY, INC.)
                          (A DEVELOPMENT STAGE COMPANY)


                              FINANCIAL STATEMENTS
                                 March 31, 2000
                                December 31, 1999










                                       14

<PAGE>


                                TABLE OF CONTENTS


                                                                 PAGE

INDEPENDENT AUDITORS' REPORT ......................................1

BALANCE SHEET......................................................2

STATEMENT OF OPERATIONS ...........................................3

STATEMENT OF STOCKHOLDERS EQUITY ..................................4

STATEMENT OF CASH FLOWS ...........................................5

NOTES TO FINANCIAL STATEMENTS ...................................6-7













<PAGE>







                                                         BARRY L. FRIEDMAN, P.C.
                                                     Certified Public Accountant

   1582 TULITA DRIVE                                       OFFICE (702) 361-8414
   LAS VEGAS, NEVADA 89                                   FAX NO. (702) 896-0278

                          INDEPENDENT AUDITORS' REPORT

   Board of Directors                                             April 28, 2000
   Medina Coffee, Inc.
   Bellevue, Washington


         I have audited the accompanying  Balance Sheets of Medina Coffee, Inc.,
   (Formerly Medina Copy, Inc.), ( A Development Stage Company), as of March 31,
   2000,  and December  31,  1999,  and the related  Statements  of  Operations,
   Stockholders'  Equity and Cash Flows for the period January 1, 2000, to March
   31,  2000,  and October 4, 1999,  (inception)  to December  31,  1999.  These
   financial statements are the responsibility of the Company's  management.  My
   responsibility  is to express an opinion on these financial  statements based
   on my audit.
         I conducted my audit in accordance  with  generally  accepted  auditing
   standards.  Those  standards  require  that I plan and  perform  the audit to
   obtain reasonable  assurance about whether the financial  statements are free
   of  material  misstatement.  An audit  includes  examining,  on a test basis,
   evidence supporting the amounts and disclosures in the financial  statements.
   An  audit  also  includes  assessing  the  accounting   principles  used  and
   significant  estimates made by management,  as well as evaluating the overall
   financial  statement  presentation.  I  believe  that  my  audit  provides  a
   reasonable basis for my opinion.
         In my opinion,  the  financial  statements  referred  to above  present
   fairly, in all material  respects,  the financial  position of Medina Coffee,
   Inc.,  (Formerly Medina Copy,  Inc.), ( A Development  Stage Company),  as of
   March 31, 2000,  and December 31, 1999, and the results of its operations and
   cash flows for the period  January 1, 2000, to March 31, 2000, and October 4,
   1999, (inception) to December 31, 1999, in conformity with generally accepted
   accounting principles.
         The accompanying  financial  statements have been prepared assuming the
   Company  will  continue as a going  concern.  As  discussed in Note #4 to the
   financial  statements,  the Company has no operations  and has no established
   source of  revenue.  This  raises  substantial  doubt  about its  ability  to
   continue as a going concern. Management's plan in regard to these matters are
   also  described  in Note #4. The  financial  statements  do not  include  any
   adjustments that might result from the outcome of this uncertainty.


   /s/ Barry L. Friedman /s/
   Barry L. Friedman
   Certified Public Accountant






<PAGE>








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

                                  BALANCE SHEET


<TABLE>
<CAPTION>

                                     ASSETS

                                                                       March            December
                                                                       31, 2000         31, 1999
<S>                                                                   <C>               <C>

   CURRENT ASSETS:
            Cash                                                      $    2,067       $    2,800
                                                                      ----------       ----------

            TOTAL CURRENT ASSETS                                      $    2,067       $    2,800
                                                                      ----------       ----------

   OTHER ASSETS:                                                      $        0       $        0
                                                                      ----------       ----------

            TOTAL OTHER ASSETS                                        $        0       $        0
                                                                      ----------       ----------

            TOTAL ASSETS                                              $    2,067       $    2,800
                                                                      ----------       ----------


                LIABILITIES AND STOCKHOLDERS' EQUITY


   CURRENT LIABILITIES:
            Officers Notes Payable (Note #6)                          $      500        $   1,000
                                                                      ----------         --------
            Accounts Payable                                               2,000            1,000
                                                                      ----------         --------

            TOTAL CURRENT
               LIABILITIES                                            $    2,500         $  2,000
                                                                       ---------         --------

   STOCKHOLDERS' EQUITY:

            Common stock, $.001 par value,
            authorized 100,000,000 shares;
            issued and outstanding at
            December 31, 1999- 900,100 shares                          $    900          $    900
            March 31, 2000 - 900,100 shares

            Additional paid in Capital                                       900              900

            Deficit accumulated during
            the development stage                                         (2,233)          (1,000)

            TOTAL STOCKHOLDERS' EQUITY                               ($      433)       $     800
                                                                      ----------        ---------

   TOTAL LIABILITIES AND
   STOCKHOLDERS' EQUITY                                               $    2,067        $   2,800
                                                                      ----------        ---------
   The accompanying notes are an integral part of these financial statements
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


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

                                         STATEMENT OF OPERATIONS


                                                   Jan.   1,            Oct. 4,        Oct. 4, 1999
                                                   2000 to,            1999, to         (inception)
                                                   Mar.  31            Dec. 31,         to Mar. 31,
                                                     2000                1999             2000
                                                   --------            ---------        ----------
<S>                                               <C>                  <C>               <C>

       INCOME:
                Revenue                            $        0           $       0        $        0
                                                   ----------          ----------       -----------

       EXPENSES:
                General and
                Administrative                     $    1,233           $       0        $    1,233
                Amortization                                0               1,000             1,000
                                                   ----------          ----------       -----------

                   Total Expenses                  $    1,233           $   1,000        $    2,233
                                                   ----------          ----------       -----------

       Net Loss                                    ($   1,233)         ($   1,000)      ($    2,233)
                                                   -----------         ----------       -----------

       Net Loss
       per share-
       Basic and diluted                           ($  0.0017)         ($  0.0011)      ($   0.0028)
                                                   ----------          ----------       -----------

       Weighted average
       number of common
       shares outstanding                             900,100             900,100           900,100
                                                   ----------          ----------       -----------

</TABLE>


The accompanying notes are an integral part of these financial statements





<PAGE>
<TABLE>
<CAPTION>


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

                                             STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



                                                                                                          Deficit
                                                       Common Stock                                     accumulated
                                                       ------------                 Additional             during
                                                    Shares           Amount       paid-in capital    development stage
                                                  ----------       ----------     ---------------    -----------------
<S>                                               <C>              <C>            <C>                <C>
   October 4, 1999
   issued for cash                                   900,100            $ 900                $900     $            0

   Net loss, October 4, 1999 (inception)
   to December 31, 1999
                                                                                                     ($        1,000)
                                                  ----------       ----------     ---------------    ---------------

   Balance
   December 31, 1999                                 900,100            $ 900                $900    ($        1,000)

   Net loss January 1, to March 31, 2000
                                                                                                     ($        1,233)
                                                  ----------       ----------     ---------------    ---------------

   Balance
   March 31, 2000                                    900,100            $ 900                $900    ($        2,233
                                                  ==========        =========     ===============     ==============

</TABLE>


The accompanying notes are an integral part of these financial statements



















<PAGE>
<TABLE>
<CAPTION>


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

                                               STATEMENT OF CASH FLOWS


                                                                                   Oct. 4, 1999
                                             Jan. 1, 1999 to      Oct. 4, 1999,   (inception) to
                                               Mar. 31, 2000    to Dec. 31, 1999   Mar. 31, 2000
                                            ----------------    ----------------   --------------
<S>                                         <C>                 <C>                <C>

Cash Flows from
Operating Activities:

       Net Loss                                      ($1,233)          ($1,000)         ($2,233)

       Amortization                                        0             1,000            1,000

Changes in assets and liabilities


         Increase in current
                      liabilities:                     1,000             1,000            2,000



Cash Flows from Investing activities:
                                                           0                 0                0

       Organizational Costs                                0            (1,000)          (1,000)

Cash Flows from Financing Activities:


     Officers Notes Payable                             (500)            1,000              500

     Issuance of common stock for cash                     0             1,800            1,800
                                            ----------------    ----------------   --------------
Net increase/decrease in cash                          ($733)        $   2,800        $   2,067

Cash, Beginning of period                              2,800                 0                0
                                            ----------------    ----------------   --------------
Cash, End of period                             $      2,067         $   2,800       $   2,067
                                            ================    ================   ==============




The accompanying notes are an integral part of these financial statements



</TABLE>










<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                      March 31, 2000, and December 31, 1999

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 Copy,  Inc. The Company  currently  has no  operations  and, in
accordance with SFAS #7, is considered a development stage company.

       On October 4, 1999,  the Company  issued 900,100 shares of it's $.001 par
value common stock for cash of $ 1,800.

       On October 6, 1999, the Company changed it's name to Medina Coffee, Inc.

NOTE 2 - Accounting Policies and Procedures

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

1.   The Company uses the accrual method of accounting.

2.   Earnings or loss per share is calculated  using the weighted average number
     of shares of common stock  outstanding.

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

4.   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, 2998, with initial
     adoption  reported  as the  cumulative  effect  of a change  in  accounting
     principle.

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 - 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 no current  source of revenue.  Without the
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 financings and seeking necessary bank loans.



<PAGE>




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

                     NOTES TO FINANCIAL STATEMENTS CONTINUED
                      March 31, 2000, and December 31, 1999



NOTE 5 - Related Party Transactions

       The Company neither owns nor leases any real or personal property. Office
services  are  provided  without  charge by Harry  Miller,  the sole officer and
director of the Company.  Such costs are immaterial to the financial  statements
and accordingly,  have not been reflected therein. The officers and directors or
the Company are involved in other  business  activities  and may, in the future,
become  involved  in  other  business  opportunities.  If  a  specific  business
opportunity  becomes  available,  such  persons may face a conflict in selecting
between  the Company and their  other  business  interests.  The Company has not
formulated  a policy for the  resolution  of such  conflicts.  The  Company  has
formulated no policy for the resolution of such conflicts.

NOTE 6 - Officers Note Payable

Mr. Harry  Miller  loaned the  Company,  $1,000.00 on October 5, 1999,  to cover
legal costs and filing fees associated with incorporating the Company.  The loan
is evidenced by was of a  promissory  note,  the note carries no interest and is
payable in five years. The balance due Mr. Miller on March 31, 2000, was $500.00











<PAGE>








                               MEDINA COFFEE, INC.
                                   PROSPECTUS
                                  JUNE 23, 2000
                            CERTIFICATE OF THE ISSUER

           The  foregoing  contains no untrue  statement of a material  fact and
does not omit to state a material  fact that is required to be stated or that is
necessary to prevent a statement  that is made from being false or misleading in
the circumstances in which it was made.


           DATED: June 23, 2000




            Harry Miller
            President & Director




<PAGE>
                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

 -------------------------------------------------------------------------------


   ITEM 1 - INDEMNIFICATION OF DIRECTORS AND OFFICERS

   The statutes,  charter  provisions,  bylaws,  contracts or other arrangements
   under which controlling persons,  directors or officers of the registrant are
   insured or  indemnified  in any manner  against any liability  which they may
   incur in such capacity are as follows:

         Section  78.751 of the Nevada  Business  Corporation  Act provides that
each corporation shall have the following powers:

                   1. A  corporation  may  indemnify  any person who was or is a
                  party or is threatened  to be made a party to any  threatened,
                  pending  or  completed  action,  suit or  proceeding,  whether
                  civil,  criminal,  administrative or investigative,  except an
                  action by or in the right of the corporation, by reason of the
                  fact that he is or was a director,  officer, employee or agent
                  of the corporation, or is or was serving at the request of the
                  corporation  as a  director,  officer,  employee  or  agent of
                  another  corporation,  partnership,  joint  venture,  trust or
                  other enterprise, against expenses, including attorneys' fees,
                  judgments,  fines and amounts paid in settlement  actually and
                  reasonably incurred by him in connection with the action, suit
                  or  proceeding if he acted in good faith and in a manner which
                  he  reasonably  believed  to be in or not  opposed to the best
                  interest of the corporation, and, with respect to any criminal
                  action or proceeding,  had no reasonable  cause to believe his
                  conduct was unlawful.  The termination of any action,  suit or
                  proceeding by judgment, order, settlement, conviction, or upon
                  a plea of nolo  contendere  or its  equivalent,  does not,  of
                  itself  create a  presumption  that the  person did not act in
                  good faith and in a manner which he reasonably  believed to be
                  in or not opposed to the best  interests  of the  corporation,
                  and that,  with respect to any criminal  action or proceeding,
                  he had  reasonable  cause  to  believe  that his  conduct  was
                  unlawful.

                  2. A  corporation  may  indemnify  any  person who was or is a
                  party or is threatened  to be made a party to any  threatened,
                  pending or completed  action or suit by or in the right of the
                  corporation  to procure a  judgment  in its favor by reason of
                  the fact that he is or was a  director,  officer,  employee or
                  agent of the corporation,  or is or was serving at the request
                  of the corporation as a director,  officer,  employee or agent
                  of another corporation,  partnership,  joint venture, trust or
                  other enterprise  against expenses,  including amounts paid in
                  settlement  and   attorneys'   fees  actually  and  reasonably
                  incurred by him in  connection  with the defense or settlement
                  of the  action  or suit if he  acted  in good  faith  and in a
                  manner which he reasonably believed to be in or not opposed to
                  the best interests of the corporation. Indemnification may not
                  be made for any  claim,  issue or  matter  as to which  such a
                  person has been adjudged by a court of competent jurisdiction,
                  after exhaustion of all appeals therefrom, to be liable to the
                  corporation   or  for  amounts  paid  in   settlement  to  the
                  corporation,  unless and only to the extent  that the court in
                  which  the  action  or suit  was  brought  or  other  court of
                  competent  jurisdiction,  determines upon  application that in
                  view of all the  circumstances  of the  case,  the  person  is
                  fairly and reasonably  entitled to indemnity for such expenses
                  as the court deems proper.

                  3. To the extent that a director,  officer,  employee or agent
                  of  a  corporation  has  been  successful  on  the  merits  or
                  otherwise  in  defense  of  any  action,  suit  or  proceeding
                  referred  to in  subsections  1 and 2,  or in  defense  of any
                  claim, issue or matter therein,  he must be indemnified by the
                  corporation  against  expenses,   including  attorneys'  fees,
                  actually and reasonably incurred by him in connection with the
                  defense.

                  4.  Any  indemnification  under  subsections  1 and 2,  unless
                  ordered by a court or advanced  pursuant to subsection 5, must
                  be made by the corporation  only as authorized in the specific
                  case  upon  a  determination   that   indemnification  of  the
                  director,   officer,  employee  or  agent  is  proper  in  the
                  circumstances. The determination must be made:

                    (a)  By the stockholders;

                    (b)  By the board of directors by majority  vote of a quorum
                         consisting  of  directors  who were not  parties to the
                         act, suit or proceeding;

                    (c)  If a majority vote of a quorum  consisting of directors
                         who were not parties to the act,  suit or proceeding so
                         orders,  by  independent  legal  counsel,  in a written
                         opinion; or

<PAGE>

                    (d)  If a  quorum  consisting  of  directors  who  were  not
                         parties  to the  act,  suit  or  proceeding  cannot  be
                         obtained,  by  independent  legal  counsel in a written
                         opinion.

                 5. The certificate or articles of incorporation,  the bylaws or
                an  agreement  made by the  corporation  may  provide  that  the
                expenses of officers and directors incurred in defending a civil
                or  criminal  action,  suit  or  proceeding  must be paid by the
                corporation  as they are  incurred  and in  advance of the final
                disposition of the action,  suit or proceeding,  upon receipt of
                an  undertaking  by or on behalf of the  director  or officer to
                repay the amount if it is  ultimately  determined  by a court of
                competent jurisdiction that he is not entitled to be indemnified
                by the  corporation.  The  provisions of this  subsection do not
                affect any rights to advancement of expenses to which  corporate
                personnel other than directors or officers may be entitled under
                any contract or otherwise by law.

                6.  The  indemnification  and advancement of expenses authorized
                in or ordered by a court pursuant to this section:

                    (a)  Does not  exclude  any  other  rights to which a person
                         seeking  indemnification or advancement of expenses may
                         be  entitled  under  the  certificate  or  articles  of
                         incorporation   or  any  bylaw,   agreement,   vote  of
                         stockholders of  disinterested  directors or otherwise,
                         for  either an action in his  official  capacity  or an
                         action in another  capacity  while  holding his office,
                         except that indemnification,  unless ordered by a court
                         pursuant  to  subsection  2 or for the  advancement  of
                         expenses made pursuant to subsection 5, may not be made
                         to or on behalf of any  director  or officer if a final
                         adjudication  establishes  that his  acts or  omissions
                         involved  intentional  misconduct,  fraud or a  knowing
                         violation  of the law and was  material to the cause of
                         action.

                    (b)  Continues for a person who has ceased to be a director,
                         officer, employee or agent and inures to the benefit of
                         the  heirs,  executors  and  administrators  of  such a
                         person.

                7. The registrant's Articles of Incorporation limit liability of
                its Officers and  Directors to the full extent  permitted by the
                Nevada Business Corporation Act.



ITEM 2 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

All expenses are estimates

                                           Amount
     Expense                               Maximum
     -------------------------           ------------

     SEC Registration Fees                $      56
     Blue Sky fees and expenses           $     100
     Printing and shipping expenses       $      50
     Legal fees and expenses              $     200
     Accounting fees and expenses         $       0
     Transfer Agent and misc. expenses    $      94

     Total                                $     500





<PAGE>


ITEM 3 - UNDERTAKINGS

Subject to the terms and conditions of Section 15(d) of the Securities  Exchange
Act of 1934,  Medina Coffee,  Inc. hereby undertakes to file with the Securities
and Exchange Commission such supplementary and periodic information,  documents,
and reports as may be prescribed  by any rule or  regulation  of the  Commission
heretofore  or hereafter  duly adopted  pursuant to authority  conferred to that
section.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, we have been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person of Medina Coffee, Inc. in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities  being  registered,  we
will,  unless in the  opinion of its  counsel  the  matter  has been  settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

The Company hereby undertakes to:

     1.   File,  during  any  period in which it offers or sells  securities,  a
          post-effective amendment to this registration statement to:

                a.       Include any prospectus required by section 10(a)(3) of
                         the Securities Act;
                b.       Reflect in the  prospectus  any facts or events  which,
                         individually  or  together,   represent  a  fundamental
                         change   in  the   information   in  the   registration
                         statement.  Notwithstanding the foregoing, any increase
                         or  decrease  in volume of  securities  offered (if the
                         total  dollar  value of  securities  offered  would not
                         exceed  that which was  registered)  and any  deviation
                         from  the  low or  high  end of the  estimated  maximum
                         offering   range  may  be  reflected  in  the  form  of
                         prospectus  filed with the Commission  pursuant to Rule
                         242(b) if, in the aggregate,  the changes in volume and
                         price  represent  no  more  than  a 20%  change  in the
                         maximum  aggregate  offering  price  set  forth  in the
                         "Calculation   of   Registration   Fee"  table  in  the
                         effective registration statement; and
                c.       Include any additional or changed material information
                         on the plan of distribution.

       2.       For  determining  liability  under the Securities Act treat each
                post-effective  amendment as a new registration statement of the
                securities  offered,  and the offering of the securities at that
                time to be the initial bona fide offering.

       3.       File a post-effective amendment to remove from registration any
                of the securities that remain unsold at the end of the offering.

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing on Form  SB-1 and has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Bellevue, Washington on February 4, 2000.


MEDINA COFFEE, INC.

/s/ Harry Miller

By:

       Harry Miller
       President, C.E.O., Secretary & Treasurer





<PAGE>


ITEM 4 - UNREGISTERED SECURITIES ISSUED OR SOLD WITHIN ONE YEAR

The following unregistered securities were issued by the Company:

       On October 5, 1999,  900,100  shares  were  issued to Harry  Miller.  The
       transaction  was effected  pursuant to Section 4(2) of the Securities Act
       of 1933, as amended.


ITEM 5 - INDEX TO EXHIBITS

     Exhibit No.                 Document
     -----------                 --------

     3.1                         Articles of Incorporation

     3.2                         Articles of Amendment

     3.3                         Bylaws

     4                           Subscription Agreement

     10.1                        Promissory Note dated October 5, 2000

     10.2                        Consent of Accountant

     27                          Financial Data Schedule

ITEM 6 - DESCRIPTION OF EXHIBITS

     See Item 5.


                                   SIGNATURES

The issuer has duly caused this offering statement to be signed on its behalf by
the undersigned,  thereunto duly authorized,  in the City of Bellevue,  State of
Washington, on June 23, 2000.

MEDINA COFFEE, INC.

/s/ Harry Miller

By:
       Harry Miller
       President, C.E.O., Secretary and Treasurer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>




                                   EXHIBIT 3.1

          Articles of Incorporation & Amendments of Medina Coffee, Inc.

                            ARTICLES OF INCORPORATION

                                       OF

                                MEDINA COPY, INC.


     THE UNDERSIGNED, The undersigned,  acting as incorporator,  pursuant to the
provisions of the laws of the State of Nevada relations to private  corporation,
hereby adopts the following Articles of Incorporation:

       ARTICLE ONE:   [NAME].  The name of the corporation is:
       -----------

                                 Medina Copy, Inc.

       ARTICLE TWO: [RESIDENT AGENT].  The initial agent for service of process
       -----------
is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, City of
Reno, Washoe County, State of Nevada 89501.

       ARTICLE THREE: [PURPOSES].  The purposes for which the corporation is
       -------------
organized are to engage in any activity or business not in conflict with the
laws of the State of Nevada or of the United States of America, and without
limiting the generality of the foregoing, specifically:

         [OMNIBUS].  To  have  to  exercise  all  the  powers  now or  hereafter
                conferred  by the laws of the State of Nevada upon  corporations
                organized  pursuant to the laws under which the  corporation  is
                organized   and  any  and  all  acts   amendatory   thereof  and
                supplemental thereto.
         [CARRYING ON  BUSINESS  OUTSIDE  STATE].  To  conduct  and carry on its
                business or any branch  thereof in any state or territory or the
                United States or iin any foreign  country in conformity with the
                laws of such state,  territory,  or foreign country, and to have
                and  maintain  in any state,  territory,  or  foreign  country a
                business office, plant, store or other facility.
         [PURPOSES TO BE CONSTRUED AS POWERS].  The  purposes  specified  herein
                shall be  construed  both as purposes and powers and shall be in
                no wise  limited or  restricted  by  reference  to, or inference
                from,  the  terms  of any  other  clause  in this  or any  other
                article,  bu the  purposes  and powers  specified in each of the
                clauses  herein  shall be regarded as  independent  purposes and
                powers,  and the  enumeration  of specific  purposes  and powers
                shall not be  construed  to limit or  restrict in any manner the
                meaning  of  general  terms  or of  the  general  powers  of the
                Corporation;  nor shall the expression of one thing be deemed to
                exclude another, although it be of like nature not expressed.

     ARTICLE FOUR.  [CAPITAL  STOCK].  The  corporation  shall have authority to
     ------------
issue an aggregate of ONE HUNDRED MILLION  (100,000,000)  Common Capital Shares,
ONE MILL ($0.001) PAR VALUE per share, for a total capitalization of ONE HUNDRED
THOUSAND ($100,000) DOLLARS.

       The holders of shares of capital  stock of the  corporation  shall not be
entitled to  pre-emptive  or  preferential  rights to  subscribe to any unissued
stock or any other  securities  which the  corporation  may now or  hereafter be
authorized to issue.

       The corporation's  capital stock may be issued and sold from time to time
for such consideration as may be fixed by the Board of Directors,  provided that
the consideration fixed is not less than par value.

     The  stockholders  shall  not  possess  cumulative  voting  rights  at  all
shareholders  meeting  called for the purpose of electing a Board of  Directors.


     ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation shall be governed
     ------------
by a Board of  Directors of no more than eight (8) nor less than one (1) person.
The name and address fo the first Board of Directors is:

         Name                                    Address

       Harry Miller                       401 Detwiller Lane
                                          Bellevue, Washington 98004



<PAGE>


     ARTICLE SIX.  [ASSESSMENT OF STOCK].  The capital stock of the corporation,
    ------------
after the amount of the subscription  price or par value has been paid in, shall
not be  subject  to pay  debts of the  corporation,  and no paid up stock and no
stock issued as fully paid up shall ever be assessable or assessed.

     ARTICLE SEVEN. [INCORPORATOR].  The name and address of the incorporator of
the corporation is as follows:

       Name                               Address

       Amanda Cardinalli         50 West Liberty Street, Suite 880
                                          Reno, Nevada 89501

     ARTICLE  EIGHT.  [PERIOD  OF  EXISTENCE].  The period of  existence  of the
     --------------
corporation shall be perpetual.


     ARTICLE NINE.  [BY-LAWS].  The initial By-laws of the corporation  shall be
     ------------
adopted  by its Board of  Directors.  The power to alter,  amend,  or repeal the
By-laws,  or to adopt new  By-laws,  shall be vested in the Board of  Directors,
except as otherwise may be specifically provided for in the By-laws.

       ARTICLE TEN. [STOCKHOLDERS' MEETINGS].  Meetings of stockholders shall be
       ------------
held at such place  within or without  the State of Nevada as may be provided by
the By-laws of the  corporation.  Special  meetings of the  stockholders  may be
called by the President or any other executive  officer of the corporation,  the
Board of Directors, or any member thereof, or by the record holder or holders of
at least ten (10%) of all shares  entitled  to vote at the  meeting.  Any action
otherwise required to be taken at a meeting of the stockholders, except election
of  directors,  may be taken  without a meeting if consent in  writing,  setting
forth the  action so taken,  shall be signed by  stockholders  having at least a
majority of the voting power.

       ARTICLE ELEVEN. [CONTRACTS OF CORPORATION].  No  contract  or  other
       --------------
transaction between the corporation and any other corporation,  whether or not a
majority of the shares of the capital stock of such other  corporation  is owned
by this corporation, and no act of this corporation shall in any way be affected
or  invalidated  by the fact that any of the directors of this  corporation  are
pecuniarily  or otherwise  interested  in, or are  directors or officers of such
other corporation. Any director of this corporation,  individually,  or any firm
of which such director may be a member, may be a party to, or may be pecuniarily
or otherwise  interested  in any  contract or  transaction  of the  corporation;
provided,  however, that the fact that he or such firm is so interested shall be
disclosed  or  shall  have  been  known  to  the  Board  of  Directors  of  this
corporation,  or a majority thereof; and any director of this corporation who is
also a director or officer of such other  corporation,  or who is so interested,
may be counted in  determining  the  existence of a quorum at any meeting of the
Board of Directors of this  corporation  that shall  authorize  such contract or
transaction,  and may vote thereat to authorize  such  contract or  transaction,
with like  force and effect as if he were not such  director  or officer of such
other corporation or not so interested.

       ARTICLE.TWELVE.  [LIABILITY  OF DIRECTORS AND  OFFICERS].  No director or
       --------------
officer shall have any personal liability to the corporation or its stockholders
for damages for breach of fiduciary  duty as a director or officer,  except that
this Article  Twelve shall not eliminate or limit the liability of a director or
officer for (i) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) the payment of dividends in violation of the
Nevada Revised Statutes.

        IN WITNESS  WHEREOF,  the undersigned  incorporator has hereunto affixed
her signature at Reno, Nevada this 4th day of October, 1999.

                                          by      /s/  "Amanda Cardinalli"
                                          -------------------------------
                                          AMANDA CARDINALLI


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>







                                                                     EXHIBIT 3.2



                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION


                                MEDINA COPY, INC.


       Pursuant to the provisions of section  78,390,  Nevada Revised  Statutes,
this Nevada profit corporation adopts the following articles of amendment to its
articles of incorporation:

FIRST: Amendment adopted:

Article I is hereby amended to read as follows:

       The name of this corporation is Medina Coffee, Inc.

SECOND:         There is no change in the capital of the corporation.

THIRD:          This amendment was adopted on October 5, 1999.

FOURTH:         The number of shares of the corporation outstanding and entitled
                to vote on an amendment to the Articles of  Incorporation is one
                hundred  (100);  that the said change(s) and amendment have been
                consented to and approved by a majority vote of the stockholders
                holding at least a majority  of each class of stock  outstanding
                and entitled to vote thereon.

Signed this 5th day of October, 1999.

/s/ Harry Miller
Harry Miller
PRESIDENT/SECRETARY
                                            Prepared by:     Indira L. Nadarajan
                                                                Articled Student
                                                         Venture Law Corporation
                                                   #618-688 West Hastings Street
                                                           Vancouver, BC V6B 1P1




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>4
<FILENAME>0004.txt
<TEXT>





                                                                     EXHIBIT 3.3

                         By-Laws of Medina Coffee, Inc.

                             BY-LAWS FOR REGULATION
                     EXCEPT AS OTHERWISE PROVIDED BY STATUTE
                       OR ITS ARTICLES OF INCORPORATION OF
                               MEDINA COFFEE, INC.
                              A NEVADA CORPORATION
                                      *****

                                   ARTICLE I.

                                     Offices

       Section 1. PRINCIPAL OFFICE.  The principal office for the transaction of
the business of the  corporation  is hereby fixed and located at Suite 880, Bank
of America Plaza, 50 West Liberty Street,  Reno, Nevada 89501, being the offices
of THE NEVADA  AGENCY AND TRUST  COMPANY.  The board of the  directors is hereby
granted  full power and  authority  to change  said  principal  office  from one
location to another in the State of Nevada.

     Section 2. OTHER OFFICES.  Branch or subordinate offices may at any time be
established  by the  board  of  directors  at any  place  or  places  where  the
corporation is qualified to do business.

                                   ARTICLE II.

                             Meeting of Shareholders

       Section 1. MEETING PLACE.  All annual  meetings of  shareholders  and all
other meeting of shareholders shall be held either at the principal office or at
any other place  within or without the State of Nevada  which may be  designated
either by the board of directors,  pursuant to authority  hereinafter granted to
said  board,  or by the  written  consent of all  shareholders  entitled to vote
thereat,  given either  before or after the meeting and field with the Secretary
of the corporation.

       Section 2. ANNUAL MEETINGS.  The annual meetings of shareholders shall be
held on the 1st of July of each year,  at the hour of 10:00 o'clock a.m. of said
day commencing with the year 1999,  provided,  however that should said day fall
upon a legal holiday then any such annual meeting of shareholders  shall be held
at the same time and  place on the next day  thereafter  ensuing  which is not a
legal holiday. The board of directors of the corporation shall have the power to
change the date of the annual meeting as it deems appropriate.

       Written  notice of each annual  meeting signed by the president or a vice
president,  or the secretary, or an assistant secretary, or by such other person
or persons as the directors shall designate,  shall be given to each shareholder
entitled  to  vote  thereat,   either  personally  or  other  means  of  written
communication,  charges  prepaid,  addressed to such  shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of notice. If a shareholder gives no address, notice shall be deemed
to  have  been  given  to  him,  if sent by  mail  or  other  means  of  written

<PAGE>

communication  addressed  to  the  place  where  the  principal  office  of  the
corporation  is situated,  or if  published  at least once in some  newspaper of
general  circulation  in the country in which said  office is located.  All such
notices  shall be sent to each  shareholder  entitled  thereto not less that ten
(10) nor more than sixty 960) days before each annual meeting, and shall specify
the  place,  the day and the hour of such  meeting,  and  shall  also  state the
purpose or purposes for which the meeting is called.

       Section 3.       SPECIAL MEETINGS. Special meetings of the shareholders,
for any  purpose  or  purposes  whatsoever,  may be  called  at any  time by the
president or by the board of directors,  or by one or more shareholders  holding
not less than 10% of the  voting  power of the  corporation.  Except in  special
cases where other express  provision is made by statute,  notice of such special
meetings  shall  be  given  in  the  same  manner  as  for  annual  meetings  of
shareholders.  Notices of any special  meeting  shall specify in addition to the
place,  day and hour of such  meeting,  the  purpose or  purposes  for which the
meeting is called.

       Section  4.   ADJOURNED   MEETINGS  AND  NOTICE   THEREOF.   Any
shareholders'  meeting,  annual or special,  whether or not a quorum is present,
may be adjourned from time to time by the vote of a majority of the shares,  the
holders of which are either  present in person or  represented by proxy thereat,
but in the absence of a quorum,  no other business may be transacted at any such
meeting.


     When any shareholders' meeting,  either annual or special, is adjourned for
thirty (30) days or more,  notice of the adjourned  meeting shall be given as in
the case of any original meeting.  Save as aforesaid,  it shall not be necessary
to give  notice of an  adjournment  or of the  business to be  transacted  at an
adjourned  meeting,  other  than by  announcement  at the  meeting at which such
adjournment is taken.

     Section 5. ENTRY OF NOTICE.  Whenever any shareholder  entitled to vote has
been absent  from any meeting of  shareholders,  whether  annual of special,  an
entry in the  minutes to the  effect  that  notice has been duly given  shall be
conclusive  and  incontrovertible  evidence  that due notice of such meeting was
given  to  such  shareholders,  as  required  by  law  and  the  By-Laws  of the
corporation.

     Section 6. VOTING.  At all annual and special  meetings of  stockholders  e
entitled to vote thereat,  every holder of stock issued to a bona fide purchaser
of the same, represented by the holders thereof, either in person or by proxy in
writing,  shall have one vote for each share of stock so held and represented at
such  meetings,  unless the  Articles  of  Incorporation  of the  company  shall
otherwise  provide,  in which  event the voting  rights,  powers and  privileges
prescribed  in the said  Articles of  Incorporation  shall  prevail.  Voting for
directors and, upon demand of any stockholder,  upon any question at any meeting
shall be by  ballot.  Any  director  may be removed  from  office by the vote of
stockholders  representing  not less than  two-thirds of the voting power of the
issued and outstanding stock entitled to voting power.

     Section 7 QUORUM.  The  presence  in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business.  The  shareholders  present at a duly called or
held meeting at which quorum for the transaction of business.  The  shareholders
present  at a duly  called  or held  meeting  at which a quorum is  present  may
continue to do business  until  adjournment,  notwithstanding  the withdrawal of
enough shareholders to leave less than a quorum.

     Section  8.  CONSENT  OF  ABSENTEES.  The  transactions  of any  meeting of
shareholders,  either annual of special, however called and noticed, shall be as
valid as though at a meeting  duly held  after  regular  call and  notice,  if a
quorum be present  either in person or by proxy,  and if either  before or after
the meeting, each of the shareholders entitled to vote, not present in person or
by proxy,  sign  written  Waiver of Notice,  or a consent to the holding of such
meeting, or any approval of the minutes thereof.  All such waivers,  consents or
approvals  shall  be  filed  with the  corporate  records  or made a part of the
minutes of this meeting.

     Section 9. PROXIES. Every person entitled to vote or execute consents shall
have the right to do so either in person or by an agent or agents authorizing by
a written proxy executed by such person or his duly  authorized  agent and filed
with the  secretary  of the  corporation;  provided  that no such proxy shall be
valid after the expiration of eleven (11) months from the date of its execution,
unless the  shareholder  executing it  specifies  therein the length of time for
which such proxy is to continue in force,  which in no case shall  exceed  seven
(7) years from the date of its execution.

<PAGE>
                                   ARTICLE III

     Section  1.  POWERS.   Subject  to  the  limitations  of  the  Articles  of
Incorporation or the By-Laws,  and the provisions of the Nevada Revised Statutes
as to action to be  authorized or approved by the  shareholders,  and subject to
the duties of directors as prescribed by the By-Laws, all corporate powers shall
be exercised by or under the  authority  of, and the business and affairs of the
corporation shall be controlled by the board of directors.  Without prejudice to
such general powers,  but subject the same  limitations,  it is hereby expressly
declared that the directors shall have the following powers, to wit:

     First - To select and remove all the other  officers,  agents and employees
of the  corporation,  prescribe  such  powers  and duties for them as may not be
inconsistent  with law, with the Articles of Incorporation  or the By-Laws,  fix
their compensation, and require from them security for faithful service.

     Second - To conduct,  manage and  control  the affairs and  business of the
corporation,  and to make such rules and regulations  therefor not  inconsistent
with law, with the Articles of  Incorporation  of the By-Laws,  as they may deem
best.

     Third - To change the principal  office for the transaction of the business
of the  corporation  from one  location  to another  within  the same  county as
provided in Article I,  Section 1,  hereof;  to fix and locate from time to time
one or more subsidiary offices of the corporation within or without the State of
Nevada,  as provided in Article I,  Section 2, hereof;  to  designate  any place
within or  without  the State of Nevada  for the  holding  of any  shareholders'
meeting  or  meetings;  and to  adopt,  make and use a  corporate  seal,  and to
prescribe the forms of certificates or stock, and to alter the form of such seal
and or such  certificates  from time to time, as in their judgment they may deem
best, provided such seal and such certificates shall at all times compy with the
provisions of law.

     Fourth - To authorize the issued of shares of stock of the corporation from
time to time, upon such terms as may be lawful,  in consideration of money paid,
labor done or services  actually  rendered,  debts or  securities  canceled,  or
tangible or  intangible  property  actually  received,  or in the case of shares
issued  as a  dividend,  against  amounts  transferred  from  surplus  to stated
capital.

     Fifth - To borrow  money  and incur  indebtedness  for the  purpose  of the
corporation, and to cause to be executed and delivered thereof, in the corporate
name, promissary notes, bonds, debentures,  deeds of trust, mortgages,  pledges,
hypothecations or other evidences of debt and securities therefore.

     Sixth - To appoint  an  executive  committee  and other  committees  and to
delegate to the executive committee any of the powers and authority of the board
in management of the business and affairs of the  corporation,  except the power
to  declare  dividends  and to adopt,  amend or repeal  By-Laws.  The  executive
committee shall be composed of one or more directors.

     Section 2. NUMBER AND QUALIFICATIONS OF DIRECTORS. The authorized number of
directors of the  corporation  shall be less than one (1) and no more than eight
(8).

     Section 3. ELECTION AND TERM OF OFFICE.  The directors  shall be elected at
each annual meeting of shareholders, but if any such meeting is not held, or the
directors are not elected  thereat,  the directors may be elected at any special
meeting of shareholders.  All directors shall hold office until their respective
successors are elected.

     Section 4. VACANCIES.  Vacancies in the board of directors may be filled by
a majority of the remaining  directors,  though less than a quorum, or by a sole
remaining  director,  and each  director so elected  shall hold office until his
successor is elected at an annual or a special meeting of the shareholders.

     A vacancy or vacancies  in the board of directors  shall be deemed to exist
in  case  of the  death,  resignation  or  removal  of any  director,  or if the
authorized number of directors be increased, or if the shareholders at which any
director or directors be increased, or if the shareholders fail at any annual or
special  meeting of  shareholders at which any director or directors are elected
to  elect  the full  authorizing  number  of  directors  to be voted  for at the
meeting.

     The  shareholders may elect a director or directors at any time to fill any
vacancy or  vacancies  not filled by the  directors.  If the board of  directors
accept the  resignation of a director  tendered to take effect at a future time,
the board or the shareholders  shall have the power to elect a successor to take
office when the resignation is to become effective.

<PAGE>

     No reduction of the  authorizing  number of directors shall have the effect
of removing any director prior to the expiration of his term of office.

     Section 5. PLACE OF MEETING.  Regular  meetings  of the board of  directors
shall be held at any place within or without the State which has been designated
from  time to time by  resolution  of the  board or by  written  consent  of all
members of the board.  In the  absence of such  designation,  a regular  meeting
shall be held at the principal  office of the  corporation.  Special meetings of
the  board  may be held  either at a place so  designated,  or at the  principal
office.

     Section 6.  ORGANIZATION  OF  MEETING.  Immediately  following  each annual
meeting of shareholders, the board of directors shall hold a regular meeting for
the purpose of organization,  election of officers, and the transaction of other
business. Notice of such meeting is hereby dispensed with.

     Section 7. OTHER REGULAR  MEETINGS.  Other regular meetings of the board of
directors  shall be held  without  call and the day of each month and at an hour
deemed appropriate and set by the board of directors;  provided, however, should
such set day fall upon a legal  holiday,  than said meeting shall be held at the
same  time on the  next day  thereafter  ensuing  which is not a legal  holiday.
Notice  of all such  regular  meetings  of the  board  of  directors  is  hereby
dispensed with.

     Section 8. SPECIAL MEETINGS. Special meetings of the board of directors for
any purpose or purposes shall be called at any time by the president,  or, if he
is absent or unable or refuses to act, by any vice  president  or by any two (2)
directors.

     Written notice of the time and place of special meetings shall be delivered
personally  to the  directors or sent to each  director by mail or other form of
written communication, charges prepaid, addressed to him at his address as it is
shown upon the records of the corporation,  or if its not shown upon the records
of the  corporation,  or if it snot  shown  on such  records  or is not  readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the  telegraph  company in the place in which
the principal  office of the  corporation is located at least  forty-eight  (48)
hours  prior to the time of the holding of the  meeting.  In case such notice is
delivered as above provided,  it shall be so delivered at least twenty-four (24)
hours  prior  to  the  time  of  the  holding  of  the  meeting.  Such  mailing,
telegraphing  or delivery as above  provided  shall be due,  legal and  personal
notice to such director.

     Section 9. NOTICE OF  ADJOURNMENT.  Notice of the time and place of holding
an  adjourned  meeting  need not be given to absent  directors,  if the time and
place be fixed at the meeting adjourned.

     Section 10. ENTRY OF NOTICE. Whenever any director has been absent from any
special meeting of the board of directors, an entry in the minutes to the effect
that  notice  has been  duly  given  shall be  conclusive  and  incontrovertible
evidence that due notice of such special meeting was given to such director,  as
required by law and the By-Laws of the corporation.

     Section 11. WAIVER OF NOTICE.  The transactions of any meeting of the board
of directors,  however called and notice or wherever held,  shall be as valid as
though had a meeting  duly held after  regular  call and notice,  if a quorum be
present,  and if, either before or after the meeting,  each of the directors not
present  sign a written  waiver of notice or a consent  to the  holding  of such
meeting or an approval of the minutes  thereof.  All such  waivers,  consents or
approvals  shall  be  filed  with the  corporate  records  or made a part of the
minutes of the meeting.

     Section 12. QUORUM. A majority of the authorized  number of directors shall
be necessary to constitute a quorum for the  transaction of business,  except to
adjourn  as  hereinafter  provided.  Every  act of  decision  done  or made by a
majority  of the  directors  present at a meeting  duly held at which  quorum is
present,  shall  be  regarded  as the act of the  board of  directors,  unless a
greater number be required by law or by the Article of Incorporation..

     Section  13.  ADJOURNMENT.  A  quorum  of the  directors  may  adjourn  any
directors'  meeting to meet again at a stated day and hour;  provided,  however,
that in the  absence of a quorum,  a majority  of the  directors  present at any
directors'  meeting,  either  regular or special,  may adjourn from time to time
until the time fixed for the next regular meeting of the board.

<PAGE>

     Section  14. FEES AND  COMPENSATION.  Directors  shall not  receive  stated
salary for their services as directors,  but by resolution of the board, a fixed
fee,  with or without  expenses of attendance  may be allowed for  attendance at
each  meeting.  Nothing  herein  contained  shall be  construed  to preclude any
director  from  serving  the  corporation  in any other  capacity as an officer,
agent, employee, or otherwise, and receiving compensation thereof.

                                   ARTICLE IV.

                                    Officers

     Section 1. OFFICERS.  The officers of the corporation shall be a president,
vice president and a secretary/treasurer.  The corporation may also have, at the
discretion of the board of  directors,  a chairman of the board one or more vice
presidents, one or more assistant secretaries,  one or more assistant treasures,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this  Article.  Officers  other than  president and chairman of the
board need not be directors. Any person may hold two or more offices.

     Section 2. ELECTION. The officers of the corporation,  except such officers
as may be appointed in accordance  with the provisions of Section 3 or Section 5
of this Article,  shall be chosen  annually by the board of directors,  and each
shall hold his  office  until he shall  resign or shall be removed or  otherwise
disqualified to serve, or his successor shall be elected and qualified.

     Section 3.  SUBORDINATE  OFFICERS,  ETC. The board of directors may appoint
such other officers as the business of the corporation may require, each of whom
shall hold office for such period,  have such  authority and perform such duties
as are  provided  in the By-Laws or as the board of  directors  may from time to
time determine.

     Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with
or without cause,  by a majority of the directors at the time in office,  at any
regular or special meeting of the board.


     Any officer may resign at any time by giving written notice to the board of
directors or the  president,  or to the secretary of the  corporation.  Any such
resignation  shall take  effect at the date of the  receipt of such notice or at
any  later  time  specified  therein;  and,  otherwise  specified  therein,  the
acceptance of such resignation shall not be necessary to make if effective.

     Section  5.   VACANCIES.   A  vacancy  in  any  office  because  of  death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the By-Laws for regular appointments to such office.

     Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if there shall
be such an officer,  shall, if present,  preside at all meetings of the board of
directors,  and exercise and perform such other powers and duties as may be from
time to time  assigned to him by the board of  directors  or  prescribed  by the
By-Laws.

     Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the board of directors  to the chairman of the board,  if there be such
an  officer,  the  president  shall  be  the  chief  executive  officer  of  the
corporation  and shall,  subject to the control of the board of directors,  have
general  supervision,  direction and control of the business and officers of the
corporation.  He shall  preside at all meetings of the  shareholders  and in the
absence of the  chairman of the board,  or if there be none,  at all meetings of
the board of  directors.  He shall be  ex-officio  a member of all the  standing
committees,  including  the  executive  committee,  if any,  and shall  have the
general  powers  and  duties  of  management  usually  vested  in the  office of
president  of a  corporation,  and shall  have such  powers and duties as may be
prescribed by the board of directors or the By-Laws.

     Section 8. VICE  PRESIDENT.  In the absence or disability of the president,
the vice president in order of their rank as fixed by the board of directors, or
if not ranked,  the vice president  designated by the board of directors,  shall
perform all duties of the president and when so acting shall have all the powers
of,  and be  subject  to all the  restrictions  upon,  the  president.  The vice
presidents  shall have such other  powers and perform  such other duties as from
time to time may be prescribed for them  respectively  by the board of directors
or the By-Laws.

     Section 9. SECRETARY. The secretary shall keep, or cause to be kept, a book
of minutes at the principal office or such other place as the board of directors
may order,  of all meetings of  directors  and  shareholders,  with the time and
place of holding,  whether regular or special,  and if special,  how authorized,
the notice thereof given, the names of those present at directors' meetings, the
number of shares  present  or  represented  at  shareholders'  meetings  and the
proceedings thereof.

<PAGE>

     The secretary shall keep, or cause to be kept, at the principal  office,  a
share  register,  or a  duplicate  share  register,  showing  the  names  of the
shareholders and their addresses; the number and classes of shares held by each;
the number and date of certificates issued for the same, and the number and date
of cancellation of every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given,  notice of all the meetings
of the shareholders and of the board of directors  required by the By-Laws or by
law to be given,  and he shall keep the seal of the corporation in safe custody,
and shall  have such  other  powers  and  perform  such  other  duties as may be
prescribed by the board of directors or by the By_laws.

     Section 10. TREASURER.  The treasurer shall keep and maintain,  or cause to
be kept and  maintained,  adequate and correct  accounts of the  properties  and
business  transactions  of the  corporation,  including  accounts of its assets,
liabilities, receipts, disbursements, gains. losses capital, surplus and shares.
Any surplus,  including earned surplus, paid-in surplus and surplus arising from
a reduction of stated capital, shall be classified according to source and shown
in a  separate  account.  The  books of  account  shall at all  times be open to
inspection by any director.

     The treasurer  shall deposit all moneys and other valuables in the name and
to the credit of the corporation with such  depositaries as may be designated by
the board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of  directors,  whenever they request it, an account of all
of  his  transactions  as  treasurer  and  of  the  financial  condition  of the
corporation,  and shall have such other  powers and perform such other duties as
may be prescribed by the board of directors or the By-Laws.


                                   ARTICLE V.

                     INDEMNIFICATION OF OFFICERS, DIRECTORS

                                AND KEY PERSONNEL

     Section 1. The  corporation  may indemnify any person who was or is a party
or is  threatened,  pending or completed  action,  suit or  proceeding,  whether
civil, criminal, administrative or investigative,  except an action by or in the
right of the corporation, or is or was serving at the request of the corporation
as a  director,  officer,  employee  or agent of the  corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  or  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against expenses  including  attorneys fees,  judgments,  fines and
amounts paid in settlement  actually and  reasonable  incurred by such person in
connection  with the action,  suit or  proceeding  if such person  acted in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding, had not reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction or upon a plea of nolo  contendere or its  equivalent,  does not , of
itself,  create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interest
of the corporation, and that, with respect to any criminal action of proceeding,
such person had reasonable cause to believe that his conduct was unlawful.

     Section 2. The  corporation  may indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  corporation  to procure a judgment  in
the  corporations  favor by  reason  of the fact  that  such  person is or was a
director,  officer,  employee  or agent  of  another  corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise  against  expenses  including amount paid in settlement and attorneys
fees  actually and  reasonable  incurred by such person in  connection  with the
defense or  settlement  of the action or suit if such person acted in good faith
and in a manner which such person reasonably believed to be in or not opposed to
the best interests of the corporation.  Indemnification  may not be made for any

<PAGE>

claim,  issue or matter as to which such person has been  adjudged by a court of
competent jurisdiction  determining,  after exhaustion of all appeals therefrom,
to be  liable  to the  corporation  or for  amount  paid  in  settlement  to the
corporation, unless and only to the extent that the court in which the action or
suit was  brought  or other  court of  competent  jurisdiction  determines  upon
application  that in view of all the  circumstances  of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

     Section 3. To the extent that a director,  officer,  employee or agent of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding  referred to in Section1 and 2 of this Article V, or
in  defense  of any  claim,  issue or  matter  therein,  the  corporation  shall
indemnify  him  against  expenses,   including   attorneys  fees,  actually  and
reasonably incurred by such person in connection with the defense.

     Section 4. The procedure for  authorizing  the  indemnifications  listed in
Section 1,2 and 3 of this Article V, and the limitations of such indemnification
and  advancement  of expenses,  shall be that set forth in Section 78.751 of the
Nevada Revised Statutes,  and shall be amended from time to time as such statute
is amended.

                                   ARTICLE V1

                                  Miscellaneous

     Section 1. RECORD DATE AND CLOSING STOCK BOOKS.  The board of directors may
fix a time, in the future,  not exceeding  fifteen (15) days proceeding the date
of any meeting of shareholders, and not exceeding thirty (30) days preceding the
date  of any  meeting  of  shareholders,  and not  exceeding  thirty  (30)  days
preceding the date fixed for the payment of any dividend or distribution, or for
the allotment of rights,  or when any change or conversion or exchange of shares
shall go into effect, as a record date for the determination of the shareholders
entitled to notice of an to vote at any such meeting, or entitled to receive any
such dividend or distribution,  or any such allotment or rights,  or to exercise
the rights in respect to any such change,  conversion exchange of shares, and in
such case only  shareholders of record on the date so fixed shall be entitled to
notice  of  and  to  vote  at  such  meetings,  or  to  receive  such  dividend,
distribution or allotment or rights, or to exercise such rights, as the case may
be,  notwithstanding  any transfer of any shares on the books of the corporation
after any record date fixed as  aforesaid.  The board of directors may close the
books of the  corporation  against  transfers of shares during the whole, or any
part of any such period.





<PAGE>


     Section 2. INSPECTION OF CORPORATE RECORDS. The share register or duplicate
share  register,  the  books of  account,  and  minutes  of  proceedings  of the
shareholders  and directors  shall be open to inspection upon the written demand
of a shareholder or the holder of a voting trust certificate, as limited herein,
at any reasonable time, and for a purpose reasonably related to his interests as
a shareholder,  or as the holder of a voting trust certificate.  Such inspection
right shall be  governed  by the  applicable  provisions  of the Nevada  revised
Statutes  shall be no more  permissive  that such  statutes as to  percentage of
ownership required for inspection and scope of the permitted inspection.  Demand
of  inspection  other than at a  shareholders'  meeting shall be made in writing
upon the president, secretary or assistant secretary or the corporation.

     Section 3.  CHECKS,  DRAFTS,  ETC.  All checks,  drafts or other orders for
payment of money,  notes or other evidences of indebtedness,  issued in the name
of or payable to the corporation,  shall be signed or endorsed by such person or
persons  and in such  manner  as,  from  time to time,  shall be  determined  by
resolution of the board of directors.

     Section 4. ANNUAL REPORT.  The board of directors of the corporation  shall
cause to be sent to the  shareholders  not later than one hundred  twenty  (120)
days after the close of the fiscal or calender year an annual report.

     Section 5. CONTRACT, ETC., HOW EXECUTED. The board of directors,  except as
in the By-Laws otherwise provided, may authorize any officer or officers,  agent
or agents,  to enter into any contract,  deed or lease or execute any instrument
in the name of and on  behalf  of the  corporation,  and such  authority  may be
general or confined to specific instances; and unless so authorized by the board
of directors, no officer, agent or employee shall have any power or authority to
bind the  corporation  by any contract or  engagement or to pledge its credit to
render it liable for any purpose or to any amount.

<PAGE>

     Section 6.  CERTIFICATES OF STOCK. A certificate or certificates for shares
of the capital stock of the corporation shall be issued to each shareholder when
any such shares are fully paid up. All such certificates  shall be signed by the
president or a vice president and the secretary of an assistant secretary, or be
authenticated  by  facsimiles of the signature of the president and secretary or
by a facsimile of the signature of the  president  and the written  signature of
the secretary or an assistant  secretary.  Every certificate  authenticated by a
facsimile of a signature must be  countersigned  by a transfer agent or transfer
clerk.

     Certificates  for share  may be issued  prior to full  payment  under  such
restrictions  and for such purposes as the board of directors or the By-Laws may
provide;  provided,  however,  that any such  certificate  issued  prior to full
payment  shall  state the  amount  remaining  unpaid  and the  terms of  payment
thereof.


     Section 7. PRESENTATIONS OF SHARES OF OTHER CORPORATIONS.  The president or
any vice president and the secretary or assistant  secretary of this corporation
are authorized to vote, represent and exercise on behalf of this corporation all
rights  incident to any and all shares of any other  corporation or corporations
standing in the name of this  corporation.  The authority herein granted to said
officers to vote or represent on behalf of this  corporation or corporations may
be exercised either by such officers in person or by any person authorized so to
do by proxy or power of attorney duly executed by said officers.

     Section  8.  INSPECTION  OF  BY-LAWS.  The  corporation  shall  keep in its
principal  office for the  transaction of business the original or a copy of the
By-Laws as amended,  or otherwise  altered to date,  certified by the secretary,
which shall be open to inspection by the  shareholder  at all  reasonable  times
during office hours.

                                   ARTICLE V1.

                                   Amendments

     Section  1.  POWER OF  SHAREHOLDERS.  New  By-Laws  may be adopted or these
By-Laws  may be amended or  repealed  by the vote of  shareholders  entitled  to
exercise a majority  of the voting  power of the  corporation  or by the written
assent of such shareholders.

     Section 2. POWER OF  DIRECTORS.  Subject  to the right of  shareholders  as
provided  in  Section 1 of this  Article V1 to adopt,  amend or repeal  By-Laws,
By-Laws other that a By-Law or amendment thereof changing the authorizing number
of directors may be adopted, amended or repealed by the board of directors.


     Section 3. ACTION BY  DIRECTORS  THROUGH  CONSENT IN LIEU OF  MEETING.  Any
action  required  or  permitted  to be  taken  at any  meeting  of the  board of
directors  or of any  committee  thereof,  may be taken  without a  meeting,  if
written  consent  thereto  is signed by all the  members of the board or of such
committee.  Such written consent shall be filed with the minutes of the board of
committee.






                                                   /s/ Harry Miller


                                                       Harry Miller
                                                       Incorporator




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>0005.txt
<TEXT>



                                                                       EXHIBIT 4

                             Subscription Agreement

                               Medina Coffee, Inc.

                             SUBSCRIPTION AGREEMENT



Medina Coffee, Inc.
P.O. Box 741
Bellevue, WA 98009

Dear Sirs and Madams,

I understand  that each common share with a par value of $0.001 per share in the
capital of Medina  Coffee,  Inc. (the  "Company") is being  subscribed for at an
offering price of $0.05 per share.

A. Purchase and Sale of Shares

The undersigned (the "Purchaser") hereby tenders this Subscription  Agreement to
you and  applies  for the  purchase  of Shares for $ 0.05 each for an  aggregate
purchase price of $________. All sums are in US currency.

B. Acknowledgments of the Purchaser

The Purchaser hereby acknowledges:

1.   That upon the execution  hereof by the Purchaser,  payment by the Purchaser
     of the full price of the  Shares  subscribed  for  hereby  shall be due and
     payable and shall  accompany the return of this  Subscription  Agreement by
     the Purchaser and shall be payable in U.S. funds.

2.   This  subscription may be accepted or rejected,  in whole or in part by the
     Company in its sole and absolute discretion.  In the event his Subscription
     Agreement is rejected by the Company,  the initial payment by the Purchaser
     shall be returned to the Purchaser with the notice of such rejection.

3.   That any cash  payment  for the Shares (in a form  payable to the  Company)
     will be  deposited  directly  into the  Company's  bank account and will be
     immediately  available  for use by the  Company.  In the  event  that  this
     subscription has not been accepted by the earliest of:

       a.       the date the Company may, in its sole discretion, determine;
       b.       the date on which all the Shares are sold; or
       c.       August 31, 2000, (the "Closing  Date"),  the payment made by the
                Purchaser  and documents  provided will be promptly  returned by
                the Company to the Purchaser without further obligation.

4.   That each  subscriber  is  personally  liable  for the total  amount of the
     subscription price.

5.   No person has made to the Purchaser any written or oral representations:

       a.       that any person will resell or repurchase the Shares;
       b.       that any person will refund the purchase price of the Shares;
       c.       as to the future price or value of the Shares;
       d.       that the Shares and/or underlying  securities will be listed and
                posted for trading on a stock exchange or that  application  has
                been  made  to  list  and  post  the  Shares  and/or  underlying
                securities for trading on a stock exchange or quotation system.

6.   The Shares are a  speculative  investment  which  involves a high degree of
     risk of loss by the Purchaser of the entire investment of the Purchaser and
     there is no assurance of any income from such investment.

<PAGE>

7.   No federal or state agency has made any finding or  determination as to the
     fairness of the  offering,  or any  recommendation  or  endorsement  of the
     Shares.

8.   The  Purchaser  understands  and  acknowledges  that an  investment  in the
     Company is not liquid, not easily  transferable or disposed of, and that he
     has no need for  liquidity  of this  investment.  There  will be no  public
     market for the Shares, and accordingly, the Purchaser will need to bear the
     economic risk of his investment  for an indefinite  period of time and will
     not be readily able to liquidate this investment in case of any emergency.

9.   The  Purchaser  agrees not to transfer or assign this  subscription  or any
     interest  therein and agrees that if this  subscription  is accepted by the
     Company,  the assignment and transferability of the Shares purchased by the
     Purchaser will be governed by all applicable state and federal laws.

C. Representations and Warranties of the Purchaser

In  consideration  of the sale of the Shares and intending to be legally  bound,
the Purchaser hereby represents and warrants as follows:

1.   The Purchaser has carefully  read the Prospectus and has relied solely upon
     the  Prospectus  and  investigations  made  by  him  or  by  his  qualified
     representative in making the decision to purchase the shares.

2.   The  prospective  purchaser is aware that the shares  represent a high risk
     speculation  and has carefully  read and  considered the material set forth
     and particularly the material in the "Risk Factors" of the Prospectus.

3.   The principal residence of the Purchaser, if an individual, is in the State
     or Country  shown in this  Subscription  Agreement;  if the  Purchaser is a
     corporation,   trust  or  other  entity  (except  a  partnership),  it  was
     incorporated  or organized  and is existing  under the laws of the State or
     Country  shown  in  this  Subscription  Agreement;  if the  Purchaser  is a
     partnership,  the principle residence of all of its general partners are in
     the States or Countries shown in this  Subscription  Agreement;  and if the
     Purchaser is a corporation,  trust, partnership or other entity; it was not
     organized for the specific purpose of acquiring the Shares.

4.   The  Purchaser  has the legal  capacity  and  competence  to enter into and
     execute this agreement and to take all actions required hereunder.

5.   The Shares  for which the  Purchaser  hereby  subscribes  will be  acquired
     solely for the account of the  Purchaser  (or if the  Purchaser is a trust,
     solely for the  beneficiaries  thereof),  for  investment  and is not being
     purchased for subdivision or  fractionalization  thereof; and the Purchaser
     has no contract,  undertaking,  agreement or arrangement with any person to
     sell,  transfer or pledge to such  person,  or to anyone  else,  the Shares
     which the Purchaser hereby subscribes to purchase or any part thereof,  and
     the  Purchaser  has no  present  plans  to enter  into  any such  contract,
     undertaking, agreement or arrangement.

6.   The  Purchaser is  investing  in his own name or in the capacity  indicated
     herein.

7.   The  Purchaser  understands  that this  purchase  offer  does not  become a
     purchase  agreement  unless the check  submitted with the purchase offer is
     promptly  paid by the bank  upon  which it is drawn  and until the offer is
     accepted by a duly authorized officer or agent of the Company.  The Company
     may accept or reject any or all of the offer.

8.   The  Purchaser  hereby  acknowledges  and agrees that he is not entitled to
     cancel,  terminate or revoke this purchase  offer or any  agreements of the
     prospective  purchaser  hereunder and that such purchase  agreements  shall
     survive  death,  disability  or  transfer  of  control  of the  prospective
     purchaser.

The  representations,  warranties and acknowledgments of the Purchaser contained
in this Section will survive the Closing (as hereinafter defined).

<PAGE>

D. Closing

On or before  August 31,  2000,  the  Company  will  confirm  whether or not the
Agreement is  acceptable  and payment has been  received in full,  whereupon the
Company  will  deliver  to  the  Purchaser   certificate(s)   representing   the
securities, registered in the name of the Purchaser on or before August 31, 2000

E. Miscellaneous


The Purchaser  recognizes that the offer and sale of the Shares to the Purchaser
is based on the  representations  and  warranties of the Purchaser  contained in
Paragraphs  C.1 through to C. 9 above and hereby agrees to indemnify the Company
and the officers and directors of the Company, and to hold each of such entities
and persons  harmless  against  all  liabilities,  costs or expenses  (including
reasonable  attorney's  fees)  arising  by reason of or in  connection  with any
misrepresentations or any breach of such warranties by the Purchaser, or arising
as a result  of the sale or  distribution  of the  Shares  by the  Purchaser  in
violation of the Securities  Exchange Act of 1934, as amended,  the 1933 Act, or
any other applicable federal or state statute.

The Purchaser  hereby  indemnifies the Company and the officers and directors of
the  Company,  and holds each of such  persons and  entities  harmless  from and
against any and all loss,  damages,  liability or expense,  including  costs and
reasonable  attorney's  fees to which they may be put or which they may incur by
reason of or in connection  with any  misrepresentations  made by the Purchaser,
any  breach of any of his  warranties,  or his  failure  to  fulfill  any of his
covenants  or  agreements   set  forth   herein.   The   subscription   and  the
representations and warranties contained herein shall be binding upon the heirs,
legal representative, successors and assigns of the Purchaser.

Upon acceptance by the Company of the  subscription  agreement by the Purchaser,
the  Purchaser  agrees to become  an  investor  in the  Company.  The  Purchaser
acknowledges and agrees that the Purchaser is not entitled to cancel, terminated
revoke this  subscription  agreement or any agreements of the Purchaser  herein,
and  that  such   subscription  or  agreements  shall  survive  (a)  changes  in
transactions,  documents, and instruments described in any materials provided by
the  Company  which  the  aggregate  are not  material,  and (b)  the  death  or
disability of the Purchaser;  provided,  however,  that if the Company shall not
have  accepted  this  subscription  by the Closing  Date,  either by  personally
delivering to the Purchaser an executed copy hereof  reflecting  such acceptance
or by depositing in the United States Mail, postage prepaid, a written notice of
acceptance  addressed  to the  Purchaser  hereunder,  and the power of  attorney
granted hereby shall be automatically canceled, terminated and revoked.

The  Purchaser  acknowledges  the  he/she  is a  person  who has  knowledge  and
experience in financial and business  matters such that the Purchaser is capable
of evaluating  the merits and risk of an investment in the Company and making an
informed decision.

WHEREFORE, IN CONSIDERATION,  of the foregoing covenants and representations,  I
hereby  submit the following  subscription  for the below  referenced  number of
Shares as described in this Subscription Agreement, furthermore, I acknowledge I
have received  copies of all  information I deemed  necessary or  appropriate to
evaluate the merits and risks of an investment in the Shares.


                                         Number of Shares
        --------------------------

         $                              Cash Payment ($0.05 per Share)
        -------------------------


- -------------------------
Date

Print Name: __________________________________

Address: _____________________________________

- ---------------------------------------------

- ---------------------------------------------
Social Security Number/Employer Identification Number



<PAGE>



===========================================================================

                                   ACCEPTANCE

Medina Coffee, Inc. herewith accepts the foregoing subscription for Shares.

MEDINA COFFEE, INC.


- ----------------------------------------            ----------------------------
Per: Authorized Signatory                           Date



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>6
<FILENAME>0006.txt
<TEXT>





                                  EXHIBIT 10.2

                              Consent of Accountant


                             BARRY L. FRIEDMAN, P.C.
                           Certified Public Accountant


                     1582 Tulita DriveOffice (702) 361-8414
                  Las Vegas, Nevada 89123Fax No. (702) 896-0278



                                 April 28, 2000

                             To Whom It May Concern:

The firm of Barry L. Friedman, P.C., Certified Public Accountant consents to the
inclusion of my report of April 28, 2000, on the Financial  Statements of Medina
Coffee,  Inc. as of March 31, 2000,  in any filings that are necessary now or in
the near future with the U.S. Securities and Exchange Commission.

                                Very truly yours,

                             /s/Barry L. Friedman/s/
                         -------------------------------
                                Barry L. Friedman
                           Certified Public Accountant




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>7
<FILENAME>0007.txt
<TEXT>

<TABLE> <S> <C>


<ARTICLE>                                         5

<S>                                               <C>
<PERIOD-TYPE>                                              YEAR
<FISCAL-YEAR-END>                                   DEC-31-2000
<PERIOD-START>                                      JAN-01-2000
<PERIOD-END>                                        MAR-31-2000
<CASH>                                                        0
<SECURITIES>                                                  0
<RECEIVABLES>                                                 0
<ALLOWANCES>                                                  0
<INVENTORY>                                                   0
<CURRENT-ASSETS>                                           2067
<PP&E>                                                        0
<DEPRECIATION>                                                0
<TOTAL-ASSETS>                                             2067
<CURRENT-LIABILITIES>                                      2500
<BONDS>                                                       0
<PREFERRED-MANDATORY>                                         0
<PREFERRED>                                                   0
<COMMON>                                                 900100
<OTHER-SE>                                                    0
<TOTAL-LIABILITY-AND-EQUITY>                               (433)
<SALES>                                                       0
<TOTAL-REVENUES>                                              0
<CGS>                                                         0
<TOTAL-COSTS>                                                 0
<OTHER-EXPENSES>                                              0
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                            0
<INCOME-PRETAX>                                               0
<INCOME-TAX>                                                  0
<INCOME-CONTINUING>                                           0
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                              (1233)
<EPS-BASIC>                                               (.002)
<EPS-DILUTED>                                                 0


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
