10KSB/A 1 cb4822.txt FORM 10KSB/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 ---------- FORM 10-KSB/A AMENDMENT NO. 1 ---------- (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _________ TO _________. Commission File Number 000-49712 ---------- CHINA BAK BATTERY, INC. (Exact name of registrant as specified in its charter) ---------- Nevada 88-0442833 (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) BAK Industrial Park, No. 1 BAK Street Kuichong Town, Longgang District Shenzhen, People's Republic of China, 518119 (Address of Principal Executive Offices including Zip Code) Registrant's telephone number, including area code: (86 755) 897-70060 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, $0.001 PAR VALUE PER SHARE ---------- Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ] Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained herein, and none will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ] The issuer's revenues for its most recent fiscal year were: $0. Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). YES [ ] NO [X] The aggregate market value of common stock held by non-affiliates of the registrant was $124,689,728 at March 29, 2005.(1) As of March 29, 2005, 40,978,533 shares of the issuer's common stock, par value $0.001, were issued and outstanding. Transitional Small Business Disclosure Format (check one): Yes [ ] No [X] (1) Based upon a closing bid price on March 29, 2005 of $6.50 per share of common stock on the OTC Bulletin Board. ================================================================================ EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-KSB/A (this "Amendment") amends the Annual Report on Form 10-KSB for the year ended December 31, 2004 filed on March 31, 2005 (the "Original Filing"). China BAK Battery, Inc. (f.k.a. Medina Coffee, Inc.) (the "Company") has filed this Amendment to amend Item 5 of Part II to correct the presentation of the high and low bid prices for our common stock for the third and fourth quarters of 2004. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of Item 5 of Part II, as amended, is set forth below. The Company has also filed this Amendment to amend Item 8A of Part II to clarify that the evaluation of disclosure controls and procedures required by Item 307 of Regulation S-B was made as of the end of the period covered by the Original Filing, December 31, 2004 and to further clarify the conclusion. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the complete text of Item 8A of Part II, as amended, is set forth below. The remainder of the Original Filing is unchanged and is not reproduced in this Amendment. This Amendment speaks as of the original filing date of the Form 10-KSB and reflects only the changes discussed above. No other information included in the Original Filing, including the Company's financial statements and the footnotes thereto, has been modified or updated in any way. PART II ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES. GENERAL As of March 29, 2005 our stock is quoted on the Over the Counter Bulletin Board ("OTCBB") under the symbol "CBBT.OB". The following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. The high and low bid prices for our common shares for each full financial quarter for the two most recent full fiscal years were as follows: Fiscal Period High Low ------------- ------ ------ 2003 First Quarter $ 0.39 $ 0.37 Second Quarter $ 0.60 $ 0.60 Third Quarter $ 1.01 $ 1.01 Fourth Quarter $ 1.01 $ 1.01 2004 First Quarter $ 1.01 $ 1.01 Second Quarter $ 1.01 $ 1.01 Third Quarter $ 1.45 $ 1.25 Fourth Quarter $ 3.50 $ 1.25 As of March 29, 2005, the current bid ask of the Company is $6.50/$6.65. Our stock is thinly traded and the above trading prices do not accurately represent the trading market of the Company. DIVIDENDS POLICY We have not declared or paid cash dividends or made distributions in the past, and we do not anticipate that we will pay cash dividends or make distributions in the foreseeable future. We currently intend to retain and reinvest future earnings, if any, to finance our operations. 2 SALES OF "UNREGISTERED" AND "RESTRICTED" SECURITIES OVER THE PAST THREE YEARS The shares of our common stock issued over the past three fiscal year periods that was not covered by a registration statement is as follows: o 99,858 shares of common stock of the Company in full satisfaction of a debt in the amount of $49,929 on June 8, 2004 and previously disclosed by the Company in a Form 8-K filed on June 10, 2004. ITEM 8A. CONTROLS AND PROCEDURES. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 2004. Based upon their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2004 our disclosure controls and procedures (i) were designed and were effective to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission and (ii) were also effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions on required disclosure. CHANGES IN INTERNAL CONTROLS During the fourth quarter of the year ended December 31, 2004, there were no changes in our internal controls over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. 3 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHINA BAK BATTERY, INC. (f.k.a. MEDINA COFFEE, INC.) By: /s/ Xiangqian Li ----------------------------------- Xiangqian Li Chairman, President, Chief Executive Officer and Director (Principal Executive Officer) Date: February 9, 2006 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CHINA BAK BATTERY, INC. (f.k.a. MEDINA COFFEE, INC.) By: /s/ Yongbin Han ----------------------------------- Yongbin Han Chief Financial Officer, Secretary, and Treasurer (Principal Financial and Accounting Officer) Date: February 9, 2006 4 EXHIBITS 31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 5