UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB


                                   FORM 10-KSB


[X]      Annual Report under Section 13 or 15(d) of the Securities  Exchange Act
         of 1934

         For the fiscal year ended:  DECEMBER 31, 2004

[ ]      Transition Report Under Section 13 or 15 (D) of the Securities Exchange
         Act of 1934

         For the transition period from ___________ to ____________


                        Commission file number: 000-50482
                                                ---------

                           MEDINA INTERNATIONAL CORP.
--------------------------------------------------------------------------------
                 (Name of small business issuer in its charter)


            NEVADA                                       98-0377767
---------------------------------           ------------------------------------
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

 #1305 - 1090 WEST GEORGIA STREET, VANCOUVER, BRITISH COLUMBIA, CANADA, V6E 3V7
 ------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)

Issuer's telephone number: (604) 685-9316
                          -----------------

Securities registered under Section 12(b) of the Exchange Act: NONE
                                                               ----
Securities registered under Section 12(g) of the Exchange Act:

                  COMMON STOCK WITH $0.001 PAR VALUE PER SHARE
                  --------------------------------------------
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.   Yes [ X ] No [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  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  [ ]

State issuer's revenues for its most recent fiscal year:    $ NIL

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days:    $ NIL


<PAGE>

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

             3,000,000 SHARES OF COMMON STOCK, AS OF MARCH 23, 2005

Documents incorporated by reference:   NONE

Transitional Small Business Disclosure Format (Check one):  Yes [ ]  No [X]


                           MEDINA INTERNATIONAL CORP.
                          ANNUAL REPORT ON FORM 10-KSB
                                TABLE OF CONTENTS

                                                                            PAGE

PART I.........................................................................3
    Item 1.   Description of Business..........................................5
    Item 2.   Description of Property..........................................9
    Item 3.   Legal Proceedings................................................9
    Item 4.   Submission of Matters to a Vote of Security Holders..............9

PART II........................................................................9
    Item 5.   Market for Common Equity and Related Stockholder Matters.........9
    Item 6.   Management's Discussion and Analysis or Plan of Operation........9
    Item 7.   Financial Statements............................................12
    Item 8.   Changes in and Disagreements with Accountants on
                 Accounting and Financial Disclosure..........................13
    Item 8A.  Controls and Procedures.........................................13

PART III......................................................................13
    Item 9.   Directors, Executive Officers, Promoters and Control
                 Persons, Compliance With Section 16(a) of The Exchange Act...13
    Item 10.  Executive Compensation..........................................16
    Item 11.  Security Ownership of Certain Beneficial Owners and Management..17
    Item 12.  Certain Relationships and Related Transaction...................18
    Item 13.  Exhibits........................................................18
    Item 14.  Principal Accountant Fees and Services..........................19

SIGNATURES....................................................................20




<PAGE>


                                     PART I

This report includes  "forward-looking  statements."  All statements  other than
statements of historical  facts  included or  incorporated  by reference in this
report, including, without limitation, statements regarding our company's future
financial position,  business strategy,  budgets,  projected costs and plans and
objectives of management for future operations, are forward-looking  statements.
In addition,  forward-looking  statements generally can be identified by the use
of  forward-looking  terminology such as "may," "expect,"  "intend,"  "project,"
"estimate,"  "anticipate,"  "believe," or "continue" or the negative  thereof or
variations thereon or similar terminology. Although our management believes that
the expectations reflected in such forward-looking statements are reasonable, we
cannot  give any  assurance  that  such  expectations  will  prove to have  been
correct.  Important  factors  that  could  cause our  actual  results  to differ
materially  from  our  expectations  include,  by  way  of  example  but  not in
limitation, assumptions about energy markets, production levels, reserve levels,
operating  results,  competitive  conditions,  technology,  the  availability of
capital resources,  capital expenditure  obligations,  the supply and demand for
oil and natural gas, the price of oil and natural gas,  currency exchange rates,
the weather,  inflation, the availability of goods and services, drilling risks,
future processing volumes and pipeline  throughput,  general economic conditions
(either  internationally  or nationally or in the  jurisdictions in which we are
doing  business),  legislative  or  regulatory  changes  (including  changes  in
environmental regulation, environmental risks and liability under federal, state
and foreign  environmental  laws and  regulations),  the  securities  or capital
markets and other factors disclosed under "Item 6.  Management's  Discussion and
Analysis or Plan of Operation,"  "Item 2. Description of Property" and elsewhere
in  this  annual  report.  All  subsequent  written  and  oral   forward-looking
statements  attributable  to our company,  or persons acting on our behalf,  are
expressly  qualified  in their  entirety by the  foregoing.  We do not intend to
update or revise our  forward-looking  statements  based on changes in  internal
estimates or expectations or otherwise.

ITEM 1.           DESCRIPTION OF BUSINESS

SUMMARY

Our company was  incorporated in the State of Nevada on May 22, 2002. We provide
consulting services to oil and gas companies in Canada and the United States. We
are still in the development stage and have generated only $7,130 in revenues to
date. We do not have significant cash or other material assets nor do we have an
established  source of revenues.  Our ability to continue as a going  concern is
dependent upon our success in obtaining capital through the sale of common stock
or other securities,  generation of revenues and ultimately achieving profitable
operations.  From inception to December 31, 2004, we had an accumulated  deficit
of $43,167.

We offer and provide  professional  consulting  services for the  technical  and
economic  evaluation  and  prospect  generation  of  petroleum  and  natural gas
resources  worldwide.  Since  our  directors  combined  have  over 57  years  of
experience  in their  respective  fields,  we expect to be able to complete  all
consulting  jobs  ourselves  until  such time as demand for  consulting  work is
sufficient to hire outside consultants.

Our primary business operations consist of:

1.       Conducting  due diligence  service for clients on petroleum and natural
         gas projects,  to include determination of ownership of rights and land
         by searching  government records such as the Bureau of Land Management,
         U.S. Geological Survey records, etc.

2.       Identifying  potential petroleum and natural gas projects available for
         acquisition  by clients  using  Internet web searches,  public  records
         searches, review of industry journal classified ads, etc.; and

3.       Providing  professional  services to petroleum  and natural gas clients
         primarily in the technical  areas of geology,  geophysics and petroleum
         engineering. These services will include seismic acquisition,  planning
         and  interpretation,   including  3-D  modeling,   geochemistry,  field
         mapping,  core logging,  drilling  prospect  reviews,  quantitative log
         analysis and basin and structural analysis.  In addition,  we will also
         perform reserve estimation and audits, reservoir management,  evaluate,
         design  and  implement  field  production  management  and  enhancement
         programs to maximize  the  economic  return,  as well as other  related
         professional consulting services requested by our clients.


                                      -3-

<PAGE>



We provide consulting services to the following type of clients:

1.       Corporate  and  institutional  non-operating  petroleum and natural gas
         investors  who do not have the  in-house  technical  expertise to fully
         evaluate a project.  We will  assist the  investor  in  evaluating  the
         merits of a  project  before  the  investor  commits  to fund a project
         through direct investment or the acquisition of shares in the corporate
         target.

2.       Petroleum  and  natural  gas  companies  who do not have  the  in-house
         technical  expertise to evaluate or generate prospects in a part of the
         world the company has decided to seek or obtain projects in.

Our typical clients may include petroleum and natural gas companies, oil service
companies,  utilities and manufacturing  companies with petroleum and/or natural
gas interests,  institutional and individual investors, banks, independent power
developers,  drilling and producing  property income funds and various  agencies
within domestic and foreign governments.

The consulting services we offer include the following:

Geology & Geophysics:

          -    Drilling prospect review and analysis.
          -    Evaluation  and  design of  exploration,  production  and  infill
               drilling and field appraisal programs.
          -    Seismic interpretation, including 3-D workstation modeling.
          -    Regional and local geological studies.

Petroleum Engineering:

          -    Reserve estimation and audits.
          -    Reservoir management.
          -    Design and  implementation  of production  management  systems to
               maximize the economic return from petroleum investments.
          -    Oilfield operations oversight.
          -    Service company operations.

Economics and Commercial:

          -    Determination  of fair  market  values of  current  assets,  from
               direct investments in individual  projects to entire companies or
               subsidiaries.
          -    Prospect and project financial modeling.
          -    Development  of  new  business  plans,   including   analysis  of
               re-allocation of invested capital to higher yielding projects.
          -    Management of nonoperated  direct  mineral  interests to maximize
               financial return to investors.
          -    Business operation audits.
          -    Recommendation   to  improve  corporate   operating   efficiency,
               profitability and growth.

Corporate Finance:

          -    Conduct due diligence  research and assessment of potential joint
               partners or investment targets, encompassing industry reputation,
               prior track record,  technical capabilities,  financial condition
               and litigation background.
          -    Fair market valuations and fairness opinions.
          -    Structure and negotiate the  acquisition or sale of assets,  from
               individual producing properties to entire companies.
          -    Advise and assist  clients in maximizing  the value received from
               asset  divestitures,  inclusive  of  establishing  data rooms and
               preparation of marketing brochures.
          -    Prepare documentation and corporate profiles to introduce clients
               to new capital sources and joint venture funding.



                                      -4-

<PAGE>


Contract Issues:

We are seeking to retain, on an as-needed basis,  consultants with both domestic
and international  petroleum contract  experience to evaluate and design various
mineral resource contracts, including:

          -    Mineral leases.
          -    Joint venture agreements.
          -    Joint operating agreements.
          -    Division orders.
          -    Oil & gas sales and transportation agreements.
          -    International concession and production sharing agreements.

Currently,  the following services can be offered and performed by the following
officers, directors and/or unrelated third parties:

Financial Services:

     Economics & Commercial                  Brad Colby, Nick DeMare, Harvey Lim
     Corporate Finance                       Nick DeMare, Harvey Lim
     Contract Revision                       Brad Colby, Nick DeMare

Engineering Services:

     Geology and Geophysics                  Brad Colby
     Drilling prospect review & analysis     Brad Colby
     Evaluation & design of exploration,
        production and infill drilling
        and field appraisal programs         Brad Colby

Petroleum Engineering Services:

     Oilfield operations oversight           Brad Colby
     Service company operations              Brad Colby

Geology & Geophysics Services:

     Seismic interpretation, including
        3-D workstation modeling             R. Marc Bustin, Professor
     Regional and local geological studies   R. Marc Bustin, Professor

Petroleum Engineering Services:

     Reserve estimation and audits           R. Marc Bustin, Professor
     Reservoir management                    Craig Phelps
     Design and implementation of
        production management systems to
        maximize the economic return from
        petroleum investments                Malkawiez,Hueni & Associates

CONSULTANTS

Our  strength,  as technical  consultants,  is the ability of our  management to
assess the economic and commercial  aspects of direct  investments  and ventures
and to provide recommendations and execution/implementation  strategies designed
to maximize the economical  return  associated  with  established or prospective
projects for our clients.  In order to achieve that goal, we will need to retain
a strong database of highly  experienced  consultants.  We have not yet retained
any consultants, however, we have verbal agreements with several consultants and
consulting companies with consultants for hire to fill any consulting support we
may need on an as-needed basis. Some of those companies are: Nalkaweig,  Hueni &



                                      -5-
<PAGE>


Associates,  Craig Phelps, Splitrock Energy, Magus Engineering,  Fox Consulting,
Hunt Wallace & Associates  and PNP  Petroleum.  We have also  discussed  getting
referrals of graduate  students  from Dr. Marc Bustin,  a Professor of Petroleum
and Coal Geology in the Department of Earth and Ocean Sciences at the University
of British Columbia. We do not currently have a Consulting Agreement, but intend
to work with our legal  counsel over the next  several  months to design such an
agreement.  Until our business operations expand, we don't anticipate  retaining
any outside consultants, as our officers and directors are capable of performing
most,  if not all,  of the  services  we offer.  All  services to date have been
performed by our officers and  directors.  Our  directors  combined have over 57
years of  experience  in their  respective  fields  and  have  established  many
personal  contacts and  friendships  all over the world.  As a result,  we don't
anticipate  having any problem filling our consulting  database with the experts
we will need to perform the services we offer.

During the next twelve months, we will be trying to locate worldwide consultants
experienced in the following areas of expertise to form a database from which we
could draw on an as-needed basis to provide consulting services to our clients:

         -     Geology
         -     Geophysics
         -     Reservoir Engineering
         -     Drilling
         -     Legal for Mining, Oil and Gas Industry
         -     Contract Negotiation for Mining, Oil and Gas Industry
         -     Accounting for Mining, Oil and Gas Industry
         -     Finance for Mining, Oil and Gas Industry

The  members  we choose  for our  consulting  "pool"  will have  obtained  their
training  by working for  petroleum  and  natural  gas  companies  and will have
extensive experience in the mining, oil and gas industries.

In many cases, they will have worked in different regions of the world,  thereby
enabling them to quickly evaluate a project based upon previous  experience.  We
will also seek to retain  consultants  who have their own equipment to avoid the
expense of leasing equipment necessary to perform some of our offered consulting
services.

We will be seeking consultants who are widely distributed geographically, giving
us active  representation  in the various  major  centers of the  petroleum  and
natural gas business worldwide.

The primary  locations that we will  concentrate on initially  establishing  our
services  and  consultants  are  the  United  States  and  Canada.  Once we have
established  consultants in these  countries and as funds become  available,  we
intend to expand into the United Kingdom and South America, followed by Africa.

It is our vision to be a virtual company of  widely-dispersed  experts linked by
the  Internet.  The skills  necessary  to  evaluate or generate a project can be
brought  together  quickly  providing a team  approach by utilizing the Internet
when appropriate to evaluate and/or generate petroleum and natural gas projects.
If we do not already  have a technical  expert in our  database/consulting  pool
capable of  performing a certain  task,  we anticipate we will be able to locate
someone though one of our technical industry contacts or by referral from one of
our  consultants.  We don't  anticipate  any  problems  filling  our  consulting
database with the experts we will need to perform the services we offer.

We anticipate  beginning  solicitation  and recruitment of consultants  once our
business  increases  to a  level  that  we can  start  giving  work  to  outside
consultants or until we receive a consulting job that our officers and directors
cannot  perform or if a conflict  arises with the  schedules of our officers and
directors  that will not allow any of them to handle  the job.  Until that time,
our officers and directors intend to perform all consulting services.

SALES AND REVENUE DISTRIBUTION

Our revenues are earned by charging  consulting fees for services  rendered.  We
bill out our consultants at $200 per hour for the following services:

         -     review and analysis of existing prospects;
         -     seismic evaluation and interpretation; and
         -     regional and local geological studies.



                                      -6-
<PAGE>


If new  projects/prospects  are generated  for a client,  a fee of $200 per hour
will be billed,  along with obtaining a contract for a gross overriding  royalty
on 100% of  production  on the  property  of  between  2% and 5%,  which will be
negotiated on a project-by-project basis. By obtaining an overriding royalty, we
will be able to participate in any profits  associated  with oil and natural gas
prospects that prove up reserves.

Services  provided relating to petroleum  engineering,  economics and commercial
contracts will be billed at $200 per hour.

When we provide market  valuations and fairness opinions the fee charged will be
a set  amount  depending  upon  the  value  of  the  asset  and  the  degree  of
complication  associated  with the valuation.  With respect to  structuring  and
negotiating  the  sale of  assets,  we will  charge a set fee of 1% to 2% of the
value of the asset.  All other  corporate  finance  consulting  services will be
charged out at $200 per hour.

To date, we have had limited business operations and have only generated a total
of $7,130 in consulting fee revenue in 2003. No revenue was generated in 2004.

We  currently do not have any  customers  and are working  diligently  on making
contact,  both in person and via  telephone,  with business  associates,  former
business  associates and  acquaintances  in the industry in an effort to attract
customers and develop our business.

COMPETITION

Providing  consulting  services to the mining and petroleum industry is a highly
competitive business. Some of our principal competitors are:

          -    Sproule  Associates  Inc., a company founded in 1951 with offices
               in Calgary,  Denver and  Houston,  which  offers  geological  and
               petroleum  engineering  consulting services for both domestic and
               international oil and gas companies,  financial organizations and
               government agencies.

          -    IHS  Energy,  a worldwide  consulting  company  headquartered  in
               Englewood,  Colorado,  which provides decision-making support and
               services to exploration  and production  companies to include new
               venture assessment,  asset management,  portfolio  management and
               petroleum data  management.  The company assists its clients with
               specific  analysis  of project  economics,  risk  assessment  and
               reserve estimation.

          -    Malkewicz  Hueni and  Associates,  located in  Golden,  Colorado,
               specializes  in providing  high end technical  analysis for tough
               reservoir   management   problems  and  decision  making,   using
               integrated   analysis  of  geophysics,   petrophysics,   geology,
               reservoir simulation and economic valuation and risk assessment.

In order to be  competitive,  we must have the ability to respond  promptly  and
efficiently to the  ever-changing  marketplace.  We must establish our name as a
reliable  and  constant  source  for  professional  consulting  services  in the
industry.  Any  significant  increase  in  the  number  of  our  competitors  or
competitors  with better,  more efficient  services could make it more difficult
for us to gain market share or  establish  and generate  revenues;  however,  we
believe  we  can  successfully  compete  in  the  market  by  providing  timely,
efficient,  effective  and reliable  services to our clients.  Since we are only
starting our business operations, we do not yet have a ranking in the industry.

MARKETING PLAN

We intended to be fully operational by the end of the second quarter of 2004. As
of March 15, 2005, we have not achieved full operational  status.  We are in the
process of building our client and consultant base. We intend to attract some of
our clients by referral from our business associates and co-workers; however, we
also  intend to  advertise  in industry  journals  and  publications  and attend
industry trade shows during the next 12 months.

In   addition,   in  January   2004,   we   finished   building   our   website,
www.medina-international.com,  which is now  fully  operational.  We  intend  to
continue improving the site to add new content over the next few months,  hoping
to attract new business and possibly  consultants.  We have recently  discovered



                                      -7-
<PAGE>


that another business is using a similar  website,  www.medinainternational.com;
however,  since they are a company that  specializes  in conducting  third party
audits  for  flight  catering,  we don't  expect  the  similarity  to affect our
business. In the event we do find a conflict with the similarity,  we may decide
to change our domain name to a more distinctive and unique name.

PATENTS AND TRADEMARKS

We  currently  do  not  have  any  patents,  trademarks,  licenses,  franchises,
concessions,  royalty  agreements  or  labor  contracts,  as  our  services  are
consulting in nature and do not require any such proprietary protection.

COMPLIANCE WITH GOVERNMENTAL REGULATIONS

Since we only provide consulting  services,  our business operations will not be
subject to any government regulation. However, there are an increasing number of
laws  and  regulations  pertaining  to the  Internet  being  proposed.  Laws  or
regulations  may be adopted with  respect to the Internet  relating to liability
for information retrieved from or transmitted over the Internet,  online content
regulation,  user  privacy,  taxation,  and  quality of products  and  services.
Moreover,  it may take years to determine whether and how existing laws, such as
those  governing   issues  related  to  intellectual   property   ownership  and
infringement,  privacy, libel, copyright,  trademark,  trade secret,  obscenity,
personal privacy, taxation,  regulation of professional services,  regulation of
medical  devices and the  regulation  of the sale of other  specified  goods and
services  apply to the  Internet and  Internet  advertising.  We fully intend to
comply with any new  legislation  or regulation  which may apply to our business
operations, however, any unanticipated application or interpretation of existing
laws,  may decrease the growth in the use of the  Internet,  which could in turn
decrease the demand for our services,  increase our cost of doing  business,  or
otherwise have a material adverse effect on our business operations,  results of
operations and financial condition.

In addition,  several  federal and state statutes  prohibit the  transmission of
indecent, obscene or offensive content over the Internet to certain persons. The
enforcement  of these  statutes  and  initiatives,  and any  future  enforcement
activities,  statutes and initiatives,  may result in limitations on the type of
content and  advertisements  available  on our website.  Legislation  regulating
online  content  could  slow the  growth in use of the  Internet  generally  and
decrease the acceptance of the Internet as an advertising and e-commerce medium,
which could have a material adverse effect on our ability to generate  revenues.
E-commerce is fairly new and rapidly changing and worldwide  regulation relating
to the Internet and e-commerce is still evolving.  Currently, there are few laws
or  regulations  directly  applicable to e-commerce on the Internet.  Due to the
increasing  popularity of the Internet, it is possible that laws and regulations
may be  enacted  with  respect  to the  Internet  covering  issues  such as user
privacy,  pricing,  taxation,  content and quality of products and services. The
adoption  of such laws or  regulations  could  reduce  the rate of growth of the
Internet,  which  could  potentially  decrease  use of  our  website,  or  could
otherwise have a material adverse effect on our business.

EMPLOYEES

As of March  15,  2005,  we have no  full-time  or  part-time  employees.  Three
individuals who are our officers and directors, currently work on a part time or
as needed  basis and devote  approximately  5 hours per month to the business of
our Company. We intend to add administrative  staff only if needed, as we expand
our  operations.  Administrative  and accounting  services are provided by Chase
Management Ltd., a private Canadian corporation owned by Nick DeMare, one of our
directors and officers.  In addition,  Harvey Lim, one of our directors,  is the
Controller  of  Chase   Management.   Chase  Management   provides   accounting,
administration,  secretarial and management  services to a number of private and
public companies.  It has six full-time employees (not including Mr. DeMare) and
charges its staff at rates  comparable to those  charged by other  companies who
provide similar  services.  We consider the rates charged by Chase Management to
be at fair market value.

AVAILABLE INFORMATION

We are  subject to the  information  reporting  requirements  of the  Securities
Exchange Act of 1934, as amended (the Exchange Act), and, accordingly, will file
periodic reports,  including  quarterly and annual reports and other information
with the Securities and Exchange Commission. These reports and other information
may be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street,  N.W., Room 1024,  Washington,  D.C. 20549.  The
public may obtain  information on the operation of the Public  Reference Room by
calling the SEC at  1-800-SEC-0330.  In addition,  the SEC maintains an Internet
website  that  contains  reports,  proxy and  information  statements  and other
information regarding  registrants that file electronically.  The address of the
website is http://www.sec.gov.



                                      -8-
<PAGE>



ITEM 2.           DESCRIPTION OF PROPERTY

We are currently using the office and business premises of one of our directors,
Nick DeMare, at #1305 - 1090 West Georgia Street, Vancouver, BC, Canada V6E 3V7,
on a rent-free  basis.  The  business  premises  consist of a single  office and
administrative  support.  There is no written  lease  agreement or other written
contract for the space use.


ITEM 3.           LEGAL PROCEEDINGS

Neither  our  company  nor our  property  is a party to, or the  subject of, any
pending legal proceeding.  We are not aware of any proceeding being contemplated
by a governmental authority.


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                    PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted in the pink sheets under the trading  symbol  "MNAI";
however,  trading has not yet  commenced.  As a result,  there is  currently  no
active  trading in our  common  stock and there is no  assurance  that an active
trading market will ever develop. Accordingly, there is no current public market
for our common shares. There are no outstanding options or warrants to purchase,
or securities convertible into, any of our common equity.

At March 15, 2005,  there were 3,000,000 of our  outstanding  common shares that
could be sold pursuant to Rule 144 under the Securities Act of 1933. We have not
agreed to register any of our securities for sale by security holders.

OUTSTANDING SHARES AND SHAREHOLDERS OF RECORD

At March 15, 2005,  there were three  million  (3,000,000)  shares of our common
stock issued and outstanding.  These shares were held by forty (40) shareholders
of record.

DIVIDENDS

We have not paid any cash dividends on our common stock and we do not anticipate
paying any cash dividends in the  foreseeable  future.  Our current policy is to
retain earnings, if any, to fund the development and growth of our business. Any
future  determination  to pay cash  dividends  will be at the  discretion of the
board of directors and will be dependent upon our financial condition, operating
results, capital requirements, applicable contractual restrictions and any other
factors that our board of directors deems relevant.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

We do  not  currently  have,  nor  have  we  since  inception  had,  any  equity
compensation plans.

RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

PLAN OF OPERATION

From  inception to December 31, 2004, we had expenses of $50,297,  consisting of
$37,477  that we spent on general and  administration  expenses  with  unrelated
parties and $12,820 to related  parties.  These  expenses  included  the cost of
designing our website, telephone calls and postage, fees and travel expenses for
attendance at trade shows and  conferences,  the  preparation  and filing of our
initial  offering  documents in the State of Nevada,  audit services and ongoing


                                      -9-

<PAGE>


corporate  administration  and  accounting.  During  that  same  period,  we had
revenues of $7,130,  all of which were received  during the year ended  December
31,  2003.  These  revenues  resulted  from the  performance  of two  consulting
contracts that were  performed by our officers and directors.  We currently have
no contracts or written agreements to provide any further services to any party.
We had no revenues during the 12 month period ending December 31, 2004.

During the next  twelve  months,  we intend to spend  approximately  $20,000 for
ongoing corporate general and administrative expenses, and we anticipate that we
will incur additional consulting expenses of $60,000. We also intend to maintain
and use our website to attract and maintain consultants for our consulting pool.
At December  31, 2004,  we had cash in the bank of $63,503.  We do not intend to
purchase any significant property or equipment,  hire any employees or engage in
any  research  and  development  during the next 12  months.  We hope to pay our
anticipated expenses during the next 12 months from a combination of our cash in
the bank and revenue from operations.

Since  inception we have been pursuing our business  plan and generated  initial
revenues of $7,130,  during the fiscal year ended December 31, 2003.  Activities
during the fiscal year ended December 31, 2004 were not, due to our inability to
attract  customers,  as successful and we failed to realize any revenues for the
fiscal  year.  We are  continuing  in our  efforts  to  generate  revenues  from
operations  for the next fiscal year but we also intend to initiate a search for
and evaluation of additional business  opportunities.  To further this search we
have  retained,  on a month to month basis,  an unrelated  third party  business
consultant,  to  identify,  research and  introduce  us to potential  additional
business opportunities. We have agreed to pay the consultant a consulting fee in
the amount of $5,000 per month.  The  consultant's  mandate is not restricted to
any specific  business,  industry or geographical  location and we will consider
any  recommendations  that may come forward. To date the consultant has not made
any recommendation.

In the event we are unable to generate  revenues  sufficient for operations,  we
may need to  consider  raising  additional  funds  through  loans or the sale of
additional equity securities for use in our day-to-day operations. Currently, no
such loans or equity sales are planned.

Our  independent  auditors  have raised  substantial  doubt about our ability to
continue as a going concern. We have suffered losses from operations and require
additional  financing.  We need to obtain additional capital through the sale of
our common stock or other securities.  Ultimately,  we need to generate revenues
and attain profitable operations.

SOME OF THE SIGNIFICANT RISKS ASSOCIATED WITH OUR BUSINESS

WE ARE A HIGH  RISK,  START-UP  COMPANY  AND,  AS  SUCH,  THERE  IS  UNCERTAINTY
REGARDING OUR FUTURE PROFITABILITY.

Since we have only been  incorporated and in existence since May 2002, we are in
our  organizational  and development  stage and have not yet had any significant
earnings.  There is no  guarantee  that we will be  successful  in our  business
plans. We face all the risks inherent in a relatively new business and there can
be no assurance  that our  activities  will be  successful  and/or result in any
substantial revenues.

IF WE ARE UNABLE TO GENERATE  REVENUES  OR OBTAIN  ADDITIONAL  FINANCING,  WHICH
COULD CAUSE  FURTHER  DILUTION TO OUR  SHAREHOLDERS,  OUR CURRENT  BUSINESS PLAN
COULD FAIL.

Our continued  operations  are dependent  upon our ability to generate  revenues
from operations  and/or obtain further  financing,  if and when needed,  through
borrowing from banks or other lenders or equity  funding.  There is no assurance
that sufficient  revenues can be generated or that additional  financing will be
available,  if and when required,  or on terms favorable to us. If we are unable
to generate  sufficient revenues and/or obtain financing if and when needed, our
current business plans could fail.

OUR COMPANY IS IN THE  DEVELOPMENT  STAGE.  THE FACT THAT WE HAVE ONLY GENERATED
NOMINAL  REVENUES SINCE OUR  INCORPORATION  RAISES  SUBSTANTIAL  DOUBT ABOUT OUR
ABILITY  TO  CONTINUE  AS A  GOING  CONCERN,  AS  INDICATED  IN OUR  INDEPENDENT
AUDITORS' OPINION GIVEN IN CONNECTION WITH OUR AUDITED FINANCIAL  STATEMENTS FOR
THE YEAR ENDED  DECEMBER 31, 2004 AND IN THE NOTES TO THE  FINANCIAL  STATEMENTS
INCLUDED WITH THIS ANNUAL REPORT ON FORM 10-KSB.

Our company is in the development stage. We have only generated nominal revenues
since we were  incorporated  on May 22, 2002. We incurred a loss of $21,497,  or
$0.01 per share, for the year ended December 31, 2004 and we have an accumulated
deficit of $43,167  from the date of our  incorporation  on May 22, 2002 through
the period ending  December 31, 2004.  We  anticipate  that we will operate in a
deficit  position  for  the  foreseeable  future.  We  will  require  additional
financing in order to fund our marketing  efforts and our monthly  overhead.  To
date,  our  primary  source of funds has been the sale of our  common  stock but



                                      -10-
<PAGE>


there  can be no  assurance  that we will be able to  raise  additional  working
capital  through the sale of our common stock or through any other means.  If we
cannot raise the working  capital  required for the development of our business,
our business will fail. These  circumstances  raise  substantial doubt about our
ability to continue as a going concern as expressed in an explanatory  note that
forms part of our independent  auditors' report on our financial  statements for
the year ending  December 31, 2004 and is included in the notes to the financial
statements included with this annual report on Form 10-KSB.

THERE IS CURRENTLY NO PUBLIC TRADING  MARKET FOR OUR COMMON STOCK.  AS A RESULT,
OUR SHAREHOLDERS MAY NOT BE ABLE TO SELL THEIR SHARES AND COULD POTENTIALLY LOSE
ALL OF THEIR INVESTMENT.

Our  common  stock is  characterized  as a penny  stock and as such,  the market
liquidity for our common stock could be severely  affected.  In such event,  the
regulations  on penny stocks could limit the ability of  broker/dealers  to sell
our securities  and, thus, the ability of purchasers of our Common Stock to sell
their shares in the secondary market.

Our common stock is quoted in the "pink sheets" under the trading symbol "MNAI";
however,  trading has not yet  commenced.  As a result,  there is  currently  no
active  trading in our  common  stock and there is no  assurance  that an active
trading  market will ever develop.  Accordingly,  there is a very high risk that
our current  stockholders  may not be able to be resell their  securities at any
time in the future.

Since our  securities  are not quoted on the OTC Bulletin  Board of the National
Association of Securities  Dealers,  Inc. ("NASD") and we do not have $3,000,000
in net  tangible  assets,  trading in our common  stock would be covered by Rule
15c2-6 promulgated under the Securities  Exchange Act of 1934, as amended,  (the
"Exchange Act") for non-NASDAQ and non-exchange  listed  securities.  Under such
rule,  broker/dealers  who  recommend  such  securities  to  persons  other than
established  customers  and  accredited  investors  must make a special  written
suitability  determination for the purchaser and receive the purchaser's written
agreement to a transaction  prior to sale.  Securities also are exempt from this
rule if the market price is at least $5.00 per share.

IF WE DO NOT SUCCESSFULLY ESTABLISH AND MAINTAIN OUR COMPANY AS A HIGHLY TRUSTED
AND RESPECTED NAME IN THE INDUSTRY OR ARE UNABLE TO ATTRACT AND RETAIN  CLIENTS,
WE COULD  SUSTAIN  LOSS OF  REVENUES,  WHICH COULD  RESULT IN THE FAILURE OF OUR
CURRENT BUSINESS PLAN.

In order to attract  and retain a client  base and  increase  business,  we must
establish, maintain and strengthen our name and services we provide. In order to
be  successful in  establishing  our  reputation,  clients must perceive us as a
trusted  source for  quality  services.  If we are unable to attract  and retain
clients with our current  marketing  plans,  we may not be able to  successfully
establish our name and reputation, which could result in loss of revenues.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet  arrangements  that have or are  reasonably
likely to have a current or future effect on our financial condition, changes in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital expenditures or capital resources that is material to investors.

RELATED PARTY TRANSACTIONS

From  inception  to December  31,  2004,  we incurred a total of $9,320 to Chase
Management  Ltd., a  privately-held  Canadian  corporation that is owned by Nick
DeMare, one of our officers and directors and a shareholder,  for accounting and
administrative services.

From inception to December 31, 2004, we received $2,000 for consulting  services
provided to North  American Oil & Gas Inc., a publicly  traded  company of which
Nick DeMare,  one of our officers,  directors and a shareholder,  is an officer,
director and minority shareholder.



                                      -11-
<PAGE>





From  inception to December 31, 2004,  Nick DeMare and Brad Colby,  both of whom
are  officers,   directors  and  shareholders  of  our  company,  have  provided
consulting  services for no  consideration.  For  accounting  purposes,  we have
estimated and recorded the fair value of these services to be $3,500.

We  currently  use the  office and  business  premises  of one of our  officers,
directors and  shareholders,  Nick DeMare,  at #1305 - 1090 West Georgia Street,
Vancouver,  BC,  Canada  V6E  3V7,  on a  rent-free  basis,  without  a  written
agreement.

ITEM 7.           FINANCIAL STATEMENTS


                            MEDINA INTERNATIONAL INC.
                          FINANCIAL STATEMENTS FOR THE
                     YEARS ENDED DECEMBER 31, 2004, 2003 AND
               THE PERIOD OF INCEPTION (May 22, 2002) to DECEMBER
                                    31, 2002

                                Table of Contents

Report of Independent Registered Public Accounting Firm                      F-3

Financial Statements:

   Balance Sheet
        December 31, 2004                                                    F-4

   Statements of Operations
        Years Ended December 31, 2004 and 2003 and Cumulative Amounts
        from Inception (May 22, 2002) to December 31, 2004                   F-5

   Statement of Stockholders' Equity
        Period from Inception (May 22, 2002) to December 31, 2002, and
        Years Ended December 31, 2003 and 2004                               F-6

   Statements of Cash Flows
        Years Ended December 31, 2004 and 2003 and Cumulative Amounts
        from Inception (May 22, 2002) to December 31, 2004                   F-7

   Notes to Financial Statements                                     F-8 to F-12




                                      -12-
<PAGE>



ITEM 8.           CHANGES IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

None.


ITEM 8A.          CONTROLS AND PROCEDURES

As required by SEC rules, we have evaluated the  effectiveness of the design and
operation of our  disclosure  controls and  procedures  at the end of the period
covered by this report, being December 31, 2004. This evaluation was carried out
under the supervision and with the  participation  of our management,  including
Brad Colby, who is our principal executive officer,  and Nick DeMare, who is our
principal  financial  officer.  Based on this  evaluation,  our  management  has
concluded  that  the  design  and  operation  of  our  disclosure  controls  and
procedures  are  effective.  There were no  significant  changes in our internal
controls  over  financial  reporting or in other  factors  that have  materially
affected,  or are reasonably likely to materially  affect, our internal controls
over financial reporting.

Disclosure  controls and procedures are controls and other  procedures  that are
designed to ensure that  information that we are required to in the reports that
we file or submit under the Exchange Act is recorded, processed,  summarized and
reported,  within  the time  periods  specified  in the SEC's  rules and  forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that information that we are required to disclose
in the reports that we file or submit under the Exchange Act is accumulated  and
communicated to our management,  including our principal  executive  officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required disclosure.


ITEM 8B.          OTHER INFORMATION

None.


                                    PART III


ITEM 9.           DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION  16(A) OF THE  EXCHANGE ACT

--------------------------------------------------------------------------------
NAME          AGE     POSITION
--------------------------------------------------------------------------------

Brad Colby     48     President ,CEO, Chairman and Director, since May 22, 2002

Nick DeMare    50     Secretary, Treasurer, CFO and Director, since May 22, 2002

Harvey Lim     46     Director since May 22, 2002
--------------------------------------------------------------------------------

BRAD COLBY (AGE 48), PRESIDENT, CEO, CHAIRMAN AND DIRECTOR

From March 2000 to October 2002, Mr. Colby was the President, CEO and a Director
of Kern County Resources, Ltd. in Littleton,  Colorado, a privately held oil and
gas  exploration  and  production  company which he founded.  From March 1998 to
March  2000,  Mr.  Colby  was  President  and a  Director  of  Hilton  Petroleum
Ltd./Stanford Oil & Gas Ltd. in Vancouver,  BC and Calgary,  Alberta,  Canada, a
publicly traded junior oil and gas exploration and production  company listed on
the TSX Venture Exchange.  Mr. Colby holds a Bachelor of Science Business Degree
in Minerals Land Management from the University of Colorado,  where he graduated
in 1979, Cum Laude.  Mr. Colby  attended the Colorado  School of Mines in Golden
Colorado in Petroleum Engineering from 1975 to 1978. Mr. Colby currently devotes
approximately 5 hours per week to our business,  unless he is providing contract
consulting services, at which time he could provide up to 20 hours per week.

Mr. Colby is not  currently a director or officer of any other public  reporting
company.


                                      -13-
<PAGE>


NICK DEMARE (AGE 50), SECRETARY, TREASURER, CFO AND DIRECTOR

Mr.  DeMare holds a Bachelor of Commerce  degree from the  University of British
Columbia  and is a  member  in  good  standing  of the  Institute  of  Chartered
Accountants  of British  Columbia.  Since  May,  1991,  Mr.  DeMare has been the
President of Chase  Management Ltd., a private Canadian company which provides a
broad range of administrative,  management and financial services to private and
public companies engaged in mineral exploration and development, gold and silver
production,  oil and gas  exploration  and production and venture  capital.  Mr.
DeMare  indirectly owns 100% of Chase  Management.  Mr. DeMare currently devotes
approximately 5 hours per week to our business,  unless he is providing contract
consulting services, at which time he could provide up to 20 hours per week. Mr.
DeMare currently serves as an officer and director of the following other public
reporting companies:

--------------------------------------------------------------------------------
NAMES OF REPORTING ISSUERS           POSITIONS HELD                    MARKET
--------------------------------------------------------------------------------

Aguila American Resources Ltd.       Director                           TSXV
Andean American Mining Corp.         Director & Secretary               TSXV
Baradero Resources Limited           Director, President & CEO      TSXV & OTCBB
Dial Thru International Inc.         Director                           OTCBB
GGL Diamond Corp.                    Director                           TSXV
Global Energy Inc.                   Director, President & CEO          OTCBB
Golden Peaks Resources Ltd.          Director                           TSXV
Goldmarca Limited                    Director                           TSXV
Gold Point Exploration Ltd.          Director & President               TSXV
Halo Resources Ltd.                  Director, Chairman             TSXV & OTCBB
Hilton Resources Ltd.                Director, President & CEO      TSXV & OTCBB
Kookaburra Resources Ltd.            Director                           TSXV
Lariat Resources Ltd.                Director & President               TSXV
Mawson Resources Limited             Director                           TSXV
Tinka Resources Limited              Director & Secretary               TSXV
Tumi Resources Limited               Director                       TSXV & OTCBB
--------------------------------------------------------------------------------

HARVEY LIM, (AGE 46), DIRECTOR

Mr. Lim holds a Bachelor  of  Commerce  Degree  from the  University  of British
Columbia  (1981) and obtained his  Chartered  Accountancy  designation  in 1984.
Since  1988  Mr.  Lim has been  the  Controller  of  Chase  Management  Ltd.  in
Vancouver,  British Columbia,  a private Canadian company which provides a broad
range of administrative, management and financial services to private and public
companies which engage in mineral  exploration and development,  gold and silver
production, oil and gas exploration and production, and venture capital. Mr. Lim
currently devotes  approximately 5 hours per week to our business,  unless he is
providing contract consulting services,  at which time he could provide up to 20
hours per week.  Mr. Lim currently  serves as a director  and/of  officer of the
following public companies:

--------------------------------------------------------------------------------
NAMES OF REPORTING ISSUERS           POSITIONS HELD                    MARKET
--------------------------------------------------------------------------------

Baradero Resources Limited           Director                       TSXV & OTCBB
Gold Point Exploration Ltd.          Director & Secretary               TSXV
Halo Resources Ltd.                  Secretary                      TSXV & OTCBB
Hilton Resources Ltd.                Secretary                      TSXV & OTCBB
Tumi Resources Limited               Director                       TSXV & OTCBB
--------------------------------------------------------------------------------



                                      -14-
<PAGE>


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934  requires our  executive
officers and  directors,  and persons who own more than 10% of our common stock,
to file reports regarding ownership of, and transactions in, our securities with
the  Securities  and Exchange  Commission and to provide us with copies of those
filings.  Based solely on our review of the copies of such forms received by us,
or written  representations  from certain reporting persons, we believe that all
three of our officers and directors, two of whom own more than 10% of our issued
and  outstanding  common shares,  failed to timely file the reports  required of
them by Section  16(a) of the Exchange  Act.  These persons have since filed the
required  reports.  Except for these  three late  filings,  we believe  that all
filing requirements  applicable to our officers,  directors and greater than 10%
beneficial shareholders for calendar year 2004 were complied with.

COMMITTEES

We do not currently have any audit, compensation, or executive committees of its
board of directors. Our entire board of directors serves as our audit committee.
Our board of directors has determined that Mr. DeMare meets the  requirements of
an audit committee financial expert; however, Mr. DeMare would not be considered
"independent"  as that term is defined  in  Section  (a)(15) of Rule 4200 of the
NASD Manual.

CONFLICTS OF INTEREST

Nick DeMare, our corporate  Secretary,  Chief Financial Officer, and a director,
and Harvey  Lim,  one of our  directors,  are each  associated  with other firms
involved in a range of business  activities.  Consequently,  there are potential
inherent  conflicts of interest in their  acting as an officer and  directors of
our  company.  Insofar as Messrs.  DeMare and Lim are engaged in other  business
activities, management anticipates they will not devote all of their time to our
business affairs.

Our officers and directors  are now and may in the future  become  shareholders,
officers or directors of other companies, which may be formed for the purpose of
engaging in business  activities  similar to our business.  Accordingly,  direct
conflicts of interest  may arise in the future with respect to such  individuals
acting on our behalf. Moreover,  additional conflicts of interest may arise with
respect to opportunities which come to the attention of these individuals in the
performance of their duties or otherwise.  Currently,  we do not have a right of
first refusal  pertaining to opportunities  that come to management's  attention
and may relate to our business operations.

Our officers and directors are, for so long as they are officers or directors of
our company,  subject to the restriction that all opportunities  contemplated by
our plan of operation which come to their  attention,  either in the performance
of their duties or in any other manner, will be considered opportunities of, and
be made available to our company and the companies that they are affiliated with
on an  equal  basis.  A  breach  of this  requirement  will be a  breach  of the
fiduciary  duties of the officer or  director.  If our company or the  companies
with  which the  officers  and  directors  are  affiliated  both  desire to take
advantage of an opportunity, then said officers and directors would abstain from
negotiating and voting upon the  opportunity.  However,  all directors may still
individually  take advantage of  opportunities if we decline to do so. Except as
set forth above,  our has not adopted any other conflict of interest policy with
respect to such transactions.

CODE OF ETHICS

Effective  March 23, 2005,  our Company's  board of directors  adopted a Code of
Business  Conduct and Ethics and  Compliance  Program that applies to all of our
Company's officers,  directors and employees.  As adopted,  our Code of Business
Conduct and Ethics and Compliance  Program sets forth written standards that are
designed to deter wrongdoing and to promote:

(1)      honest and ethical conduct, including the ethical handling of actual or
         apparent  conflicts  of  interest  between  personal  and  professional
         relationships;
(2)      full, fair, accurate,  timely, and understandable disclosure in reports
         and  documents  that we file with,  or submit to,  the  Securities  and
         Exchange Commission and in other public communications made by us;
(3)      compliance with applicable governmental laws, rules and regulations;



                                      -15-
<PAGE>


(4)      the prompt  internal  reporting of  violations  of the Code of Business
         Conduct and Ethics and Compliance  Program to an appropriate  person or
         persons  identified  in the Code of  Business  Conduct  and  Ethics and
         Compliance Program; and
(5)      accountability for adherence to the Code of Business Conduct and Ethics
         and Compliance Program.

Our Code of Business Conduct and Ethics and Compliance  Program requires,  among
other things,  that all of our Company's personnel shall be accorded full access
to our chief  financial  officer  with  respect  to any  matter  which may arise
relating to the Code of  Business  Conduct  and Ethics and  Compliance  Program.
Further,  all of our  Company's  personnel are to be accorded full access to our
Company's  board of directors if any such matter  involves an alleged  breach of
the Code of  Business  Conduct  and Ethics and  Compliance  Program by our Chief
Financial Officer.

In  addition,  our Code of Business  Conduct and Ethics and  Compliance  Program
emphasizes that all employees,  and  particularly  managers and/or  supervisors,
have a responsibility  for maintaining  financial  integrity within our Company,
consistent with generally accepted accounting principles,  and federal and state
securities  laws.  Any employee  who becomes  aware of any  incidents  involving
financial  or  accounting  manipulation  or  other  irregularities,  whether  by
witnessing  the  incident  or being  told of it,  must  report  it to his or her
immediate supervisor or to our Chief Financial Officer. If the incident involves
an alleged  breach of the Code of  Business  Conduct  and Ethics and  Compliance
Program by the chief  financial  officer,  the incident  must be reported to any
member of our board of directors.  Any failure to report such  inappropriate  or
irregular conduct of others is to be treated as a severe disciplinary matter. It
is against our Company policy to retaliate against any individual who reports in
good  faith the  violation  or  potential  violation  of our  Company's  Code of
Business Conduct and Ethics and Compliance Program by another.

Our Code of Business Conduct and Ethics and Compliance Program is filed herewith
with the Securities and Exchange Commission as Exhibit 14 to this annual report.
We will provide a copy of the Code of Business Conduct and Ethics and Compliance
Program to any person  without  charge,  upon request.  Requests can be sent to:
Medina International Corp., #1305, 1090 West Georgia Street, Vancouver,  British
Columbia, Canada V6E 3V7.


ITEM 10.          EXECUTIVE COMPENSATION

The following  table sets forth certain  compensation  paid or accrued to former
and current  officers  during the fiscal years ended December 31, 2004, 2003 and
2002.


<TABLE>
<CAPTION>

                                                                        -------------------------------
                                                                              LONG TERM COMPENSATION
                                            -------------------------   -------------------------------
                                               ANNUAL COMPENSATION              AWARDS          PAYOUTS
                                            -------------------------   ----------------------  -------
                                                                                    SECURITIES            ---------
                                                                OTHER   RESTRICTED  UNDERLYING               ALL
                                  ------                       ANNUAL      STOCK     OPTIONS/               OTHER
                                   YEAR                        COMPEN-    AWARDS       SARS       LTIP     COMPEN-
NAME AND PRINCIPAL POSITION       ENDING    SALARY    BONUS    SATION       ($)        (#)      PAYOUTS    SATION
                                  ------    -------------------------   ----------------------  -------   ---------
<S>                               <C>      <C>       <C>      <C>       <C>         <C>         <C>     <C>

Brad Colby                          2004      Nil      Nil       Nil        Nil         Nil        Nil       Nil
President, Chief Executive          2003      Nil      Nil    $22,500(1)    Nil         Nil        Nil       Nil
Officer, Chairman and               2002      Nil      Nil       Nil        Nil         Nil        Nil       Nil
Director

Nick DeMare                         2004      Nil      Nil       Nil        Nil         Nil        Nil    $5,600(2)
Secretary, Treasurer, Chief         2003      Nil      Nil    $22,500(1)    Nil         Nil        Nil    $3,000(2)
Financial Officer and Director      2002      Nil      Nil       Nil        Nil         Nil        Nil       Nil
                                  ------    -------------------------   ----------------------  -------   ---------

</TABLE>



                                      -16-
<PAGE>


(1)      Messrs.  Colby and DeMare  purchased  500,000 shares each of our common
         stock on May 22, 2002, in exchange for $.005 per share, or $2,500 each.
         This annual  compensation  dollar value is the  difference  between the
         price paid by Messrs. Colby and DeMare of $.005 per share and the price
         paid by  purchasers  of  securities  in our offering and sale of common
         stock on June 30, 2003 of $.05 per share.
(2)      Charged  by Chase  Management  Ltc.,  a private  company  owned by Nick
         DeMare, for office, secretarial and accounting services performed.

OPTION GRANTS IN LAST FISCAL YEAR

We have not granted any stock options since inception.

COMPENSATION OF DIRECTORS

None of our Directors  received  director's fees or other compensation in fiscal
2004.  However,  Chase  Management Ltd., a private company owned by Nick DeMare,
provides  office,  secretarial  and accounting  services to our company.  During
fiscal 2004 and 2003,  Chase  Management  Ltd.  charged  our company  $5,600 and
$3,000, respectively.

EMPLOYMENT CONTRACTS

We do not currently have any  employment  agreements in effect.  However,  Chase
Management  Ltd., a Canadian  company owned by Nick DeMare,  one of our officers
and directors and a shareholder,  bills our company for office,  secretarial and
accounting services provided.  The rates charged our company by Chase Management
are the same as those  charged by Chase  Management  Ltd. to other  companies at
arm's length.


ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 15, 2005,  information  with respect
to  the  beneficial  ownership  by  each  person  who is  known  to us to be the
beneficial  owner of more than 5% of our common  shares and of Mr.  DeMare.  All
persons  named below have sole  voting and  investment  power over their  shares
except  as  otherwise  noted.  Our  common  stock  is the only  class of  voting
securities outstanding.

--------------------------------------------------------------------------------
                                              AMOUNT
                                           AND NATURE OF
                                            BENEFICIAL             PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER         OWNERSHIP              OF CLASS (1)
--------------------------------------------------------------------------------

Brad Colby                                    500,000                  16.5%
26 Wedge Way
Littleton, Colorado  80123
President, Chief Executive Officer,
Chairman and Director

Nick DeMare                                   500,000                  16.5%
#1305-1090 West Georgia Street
Vancouver, British Columbia,
Canada V6E 3V7
Secretary, Treasurer, Chief
Financial Officer and Director

Officers and Directors,
as a group (2 persons)                       1,000,000                 33.0%
--------------------------------------------------------------------------------

(1)      Where persons listed on this table have the right to obtain  additional
         shares of common stock through the exercise of  outstanding  options or
         warrants  or through the  conversion  of  debentures  within 60 days of
         March 15, 2005,  these  additional  shares are deemed to be outstanding
         for the purpose of computing  the  percentage  of common stock owned by
         such persons,  but are not deemed to be outstanding  for the purpose of
         computing the percentage owned by any other person.  Based on 3,000,000
         shares of common stock outstanding as of March 15, 2005.

STOCK OPTION PLAN

We do not currently, nor have we had since inception, a stock option plan.



                                      -17-
<PAGE>



PENSION PLANS

We did not have a defined  benefit pension plan that provides annual benefits to
any Executive Officers.

CHANGE OF CONTROL

As of the date of this report,  there are no arrangements  known to us which may
at a subsequent date result in a change of control.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as disclosed  below,  during the fiscal years ended December 31, 2004
and 2003, none of our current directors, officers or principal shareholders, nor
any family  member of the  foregoing,  nor, to the best of our  information  and
belief, any of our former directors,  senior officers or principal shareholders,
nor  any  family  member  of  such  former  directors,   officers  or  principal
shareholders,  has or had any  material  interest,  direct or  indirect,  in any
transaction,  or in any proposed  transaction  which has materially  affected or
will materially affect us.

During the fiscal years ended December 31, 2004 and 2003, we incurred $5,620 and
$3,000,  respectively,  to Chase  Management,  Ltd., a private  Canadian company
owned by Nick DeMare,  one of our  officers,  directors and a  shareholder,  for
office,  secretarial and accounting  services  performed.  The rates charged our
company  by Chase  Management  are the same as those  charged  by Chase to other
arm's-length companies.

From inception to December 31, 2004, we received $2,000 for consulting  services
that we provided to North American Oil & Gas Inc., a publicly  traded company of
which Nick DeMare,  one of our  officers,  directors  and a  shareholder,  is an
officer, director and shareholder.

From  inception to December 31, 2004,  Nick DeMare and Brad Colby,  who are both
officers,  directors and shareholders of our company,  have provided  consulting
services to our company for no compensation.  For accounting  purposes,  we have
estimated and recorded the fair value of these services to be $3,500.

We currently use the office and business premises of one of our directors,  Nick
DeMare, at #1305 - 1090 West Georgia Street, Vancouver, BC, Canada V6E 3V7, on a
rent-free basis, without a written agreement.


ITEM 13.          EXHIBITS

----------     -----------------------------------------------------------------
REGULATION     EXHIBIT
S-B NUMBER
----------     -----------------------------------------------------------------
    3.1        Articles of Incorporation, as amended(1)

    3.2        Bylaws dated February 25, 2005(2)

   10.1        Consulting Agreement between the Registrant and Sukh Athwal dated
               March 1, 2005(2)

   10.2        Finder's Fee Agreement between the Registrant and David Sidoo
               dated March 8, 2005(2)

   14          Code of Business Conduct and Ethics and Compliance Program

   31.1        Rule 13a-14(a) Certification of Principal Executive Officer and
               Principal Financial Officer

   32.1        Certification of Principal Executive Officer and Principal
               Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
               Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)     Incorporated by reference from our Form 10-SB filed November 21, 2003
(2)     Incorporated by reference from our Form 8-K filed March 21, 2005



                                      -18-
<PAGE>


ITEM 14.          PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES

For the fiscal year ended December 31, 2004, Wheeler Wasoff, P.C. is expected to
bill approximately $5,000 for the audit of our annual financial statements.  For
the fiscal year ended December 31, 2004, Wheeler Wasoff,  P.C. billed $2,222 for
the review of our Form  10-QSB  filings  and $525 for the review of our  initial
Registration  Statement.  For the fiscal year ended  December 31, 2003,  Wheeler
Wasoff, P.C. billed $4,648 for the audit of our annual financial statements.

AUDIT-RELATED FEES

There were no fees billed for services  reasonably related to the performance of
the audit or review of our financial  statements outside of those fees disclosed
above under "Audit Fees" for fiscal years 2004 and 2003.

TAX FEES

For the fiscal year ended December 31, 2004, Wheeler Wasoff, P.C. is expected to
bill  approximately  $650  for tax  compliance,  tax  advice  and  tax  planning
services.  For the fiscal year ended  December 31, 2003,  Wheeler  Wasoff,  P.C.
billed $675 for these services.

ALL OTHER FEES

We do not use Wheeler Wasoff,  P.C. for financial  information system design and
implementation. These services, which include designing or implementing a system
that  aggregates  source data  underlying the financial  statements or generates
information  that is  significant  to our  financial  statements,  are  provided
internally or by other service providers.  We do not engage Wheeler Wasoff, P.C.
to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that
require that before Wheeler Wasoff, P.C. is engaged by us to render any auditing
or permitted non-audit related service, the engagement be:

     -   approved  by our audit committee (which consists of our entire Board of
         Directors); or

     -   entered  into  pursuant  to   pre-approval   policies  and   procedures
         established  by  the  audit   committee,   provided  the  policies  and
         procedures  are  detailed  as to  the  particular  service,  the  audit
         committee is informed of each service, and such policies and procedures
         do not include delegation of the audit committee's  responsibilities to
         management.

The audit  committee  pre-approves  all  services  provided  by our  independent
auditors.  The pre-approval process has just been implemented in response to the
new rules,  and  therefore  the audit  committee  does not have  records of what
percentage  of the  above  fees  were  pre-approved.  However,  all of the above
services  and fees were  reviewed  and  approved by the audit  committee  either
before or after the respective services were rendered.

The audit  committee  has  considered  the nature  and amount of fees  billed by
Wheeler Wasoff,  P.C. and believes that the provision of services for activities
unrelated to the audit is  compatible  with  maintaining  Wheeler  Wasoff P.C.'s
independence.


                                      -19-

<PAGE>


                                   SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    MEDINA INTERNATIONAL CORP.

                                    Per:
                                          /s/ Bradley Colby
                                          --------------------------------------
                                          Bradley Colby,
                                          President, CEO, Chairman and Director
                                          Dated:  March 24, 2005
                                                  --------------

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

                                    Signature:


                                          /s/ Bradley Colby
                                          --------------------------------------
                                          Bradley Colby,
                                          President, CEO, Chairman and Director
                                          Dated:  March 24, 2005
                                                  --------------

                                          /s/ Nick DeMare
                                          --------------------------------------
                                          Nick DeMare
                                          Secretary, Treasurer, CFO and Director
                                          Dated:  March 24, 2005
                                                  --------------

                                          /s/ Harvey Lim
                                          --------------------------------------
                                          Harvey Lim
                                          Director
                                          Dated:  March 24, 2005
                                                  --------------





                                      -20-
<PAGE>





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




                           MEDINA INTERNATIONAL CORP.

                          (A Development Stage Company)

                          FINANCIAL STATEMENTS FOR THE
               YEARS ENDED DECEMBER 31, 2004, 2003 AND PERIOD FROM
                  INCEPTION (MAY 22, 2002) TO DECEMBER 31, 2004



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





                                       F-1

<PAGE>



                           MEDINA INTERNATIONAL CORP.
                          (A Development Stage Company)


                                    I N D E X



Report of Independent Registered Public Accounting Firm                  F-3

Balance Sheet
     December 31, 2004                                                   F-4

Statements of Operations
     Years Ended December 31, 2004 and 2003 and Cumulative Amounts
     from Inception (May 22, 2002) to December 31, 2004                  F-5

Statement of Stockholders' Equity
     Period from Inception (May 22, 2002) to December 31, 2002, an
     d Years Ended December 31, 2003 and 2004                            F-6

Statements of Cash Flows
     Years Ended December 31, 2004 and 2003 and Cumulative Amounts
     from Inception (May 22, 2002) to December 31, 2004                  F-7

Notes to Financial Statements                                        F-8 to F-12





                                       F-2

<PAGE>



WHEELER WASOFF, P.C.
1601 Blake Street
Suite 505
Denver, Colorado  80202




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Medina International Corp.

We have audited the accompanying  balance sheet of Medina International Corp. (a
development  stage company) as of December 31, 2004, and the related  statements
of  operations,  stockholders'  equity  and cash flows for each of the two years
then ended, and cumulative amounts from inception (May 22, 2002) to December 31,
2004.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits 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.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Medina  International Corp. as
of December 31, 2004,  and the results of its  operations and its cash flows for
each of the two years then ended, and cumulative amounts from inception (May 22,
2002) to December 31, 2004 in conformity  with accounting  principles  generally
accepted in the United States of America.

The  accompanying  statements have been prepared  assuming that the Company will
continue  as a going  concern.  As  discussed  in Note 2,  the  Company  has not
commenced   principal   operations  and  has  incurred  operating  losses  since
inception.  These  factors,  among  others,  raise  substantial  doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these  matters  are  described  in Note 2. The  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.



/s/ WHEELER WASOFF, P.C.

Denver, Colorado
March 17, 2005




                                       F-3

<PAGE>



                           MEDINA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                DECEMBER 31, 2004





                                                                         $
                                     ASSETS

CURRENT ASSETS

Cash                                                                     63,503
                                                                   ------------

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities                                  2,679
                                                                   ------------

STOCKHOLDERS' EQUITY (Note 3)

Common stock, $0.001 par value
     Authorized - 50,000,000 shares
     Issued and outstanding - 3,000,000 shares                            3,000
Additional paid-in capital                                              100,991
(Deficit) accumulated during the development stage                      (43,167)
                                                                   ------------
                                                                         60,824
                                                                   ------------
                                                                         63,503
                                                                   ============





              The accompanying notes are an integral part of these
                             financial statements.



                                       F-4

<PAGE>



                           MEDINA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS




<TABLE>
<CAPTION>

                                                                                     CUMULATIVE
                                                                                   FROM INCEPTION
                                                   YEAR ENDED       YEAR ENDED     (MAY 22, 2002)
                                                  DECEMBER 31,     DECEMBER 31,    TO DECEMBER 31,
                                                      2004             2003             2004
                                                        $                $                $
<S>                                             <C>              <C>              <C>

REVENUE

Consulting fees - related                                    -            2,000            2,000
Consulting fees - other                                      -            5,130            5,130
                                                  ------------     ------------     ------------
                                                             -            7,130            7,130
                                                  ------------     ------------     ------------
OPERATING EXPENSES

General and administrative expenses                     15,877           19,169           37,477
Consulting and administrative expenses - related         5,620            6,500           12,820
                                                  ------------     ------------     ------------
                                                        21,497           25,669           50,297
                                                  ------------     ------------     ------------
NET (LOSS)                                             (21,497)         (18,539)         (43,167)
                                                  ============     ============     ============


NET (LOSS) PER COMMON
     SHARE - BASIC AND DILUTED                          $(0.01)          $(0.01)          $(0.01)
                                                  ============     ============     ============
WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING -
     BASIC AND DILUTED                               3,000,000        3,000,000        3,000,000
                                                  ============     ============     ============

</TABLE>



              The accompanying notes are an integral part of these
                             financial statements.



                                       F-5

<PAGE>



                           MEDINA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY




<TABLE>
<CAPTION>

                                                                                      (DEFICIT)
                                                                                     ACCUMULATED
                                          COMMON STOCK              ADDITIONAL       DURING THE          TOTAL
                                 -----------------------------        PAID-IN        DEVELOPMENT     STOCKHOLDERS'
                                    SHARES           AMOUNT           CAPITAL           STAGE           EQUITY
                                 ------------     ------------     ------------     ------------     ------------
                                                        $                $                $                $
<S>                             <C>              <C>              <C>              <C>              <C>

Inception, May 22, 2002                     -                -                -                -                -

Sale of common stock for cash
     at $0.005 per share            1,000,000            1,000            4,000                -            5,000
Net (loss) for the period                   -                -                -           (3,131)          (3,131)
                                 ------------     ------------     ------------     ------------     ------------
Balance, December 31, 2002          1,000,000            1,000            4,000           (3,131)           1,869

Services contributed by officers            -                -            3,500                -            3,500
Sale of common stock for cash
     at $0.05 per share             2,000,000            2,000           98,000                -          100,000
Offering costs                              -                -           (4,509)               -           (4,509)
Net (loss) for the year                     -                -                -          (18,539)         (18,539)
                                 ------------     ------------     ------------     ------------     ------------
Balance, December 31, 2003          3,000,000            3,000          100,991          (21,670)          82,321

Net (loss) for the year                     -                -                -          (21,497)         (21,497)
                                 ------------     ------------     ------------     ------------     ------------
Balance, December 31, 2004          3,000,000            3,000          100,991          (43,167)          60,824
                                 ============     ============     ============     ============     ============
</TABLE>



              The accompanying notes are an integral part of these
                             financial statements.



                                       F-6

<PAGE>



                           MEDINA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>

                                                                                     CUMULATIVE
                                                                                   FROM INCEPTION
                                                   YEAR ENDED       YEAR ENDED     (MAY 22, 2002)
                                                  DECEMBER 31,     DECEMBER 31,    TO DECEMBER 31,
                                                      2004             2003             2004
                                                        $                $                $
<S>                                             <C>              <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES

Net (loss)                                             (21,497)         (18,539)         (43,167)
Adjustments to reconcile net (loss) to net cash
   (used) by operating activities
     Services contributed - related                          -            3,500            3,500
Changes in assets and liabilities
     Decrease (increase) in prepaid expense                 52              (52)               -
     (Decrease) increase in accounts payable              (301)           2,345            2,679
                                                  ------------     ------------     ------------
Net cash (used) by operating activities                (21,746)         (12,746)         (36,988)
                                                  ------------     ------------     ------------

CASH FLOW FROM INVESTING ACTIVITIES                          -                -                -
                                                  ------------     ------------     ------------

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from sale of common stock                           -          100,000          105,000
Offering costs                                          (2,000)          (1,509)          (4,509)
                                                  ------------     ------------     ------------
Net cash provided by financing activities               (2,000)          98,491          100,491
                                                  ------------     ------------     ------------

NET (DECREASE) INCREASE IN CASH                        (23,746)          85,745           63,503

CASH - BEGINNING OF PERIODS                             87,249            1,504                -
                                                  ------------     ------------     ------------
CASH - END OF PERIODS                                   63,503           87,249           63,503
                                                  ============     ============     ============


SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest                                       -                -                -
                                                  ============     ============     ============
Cash paid for income taxes                                   -                -                -
                                                  ============     ============     ============

</TABLE>




              The accompanying notes are an integral part of these
                             financial statements.



                                       F-7

<PAGE>


                           MEDINA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



1.       ORGANIZATION AND NATURE OF BUSINESS

         Medina  International Corp. (the "Company") was incorporated on May 22,
         2002, under the laws of the State of Nevada.  The Company is an oil and
         gas  consulting  company  in  Canada  and  the  United  States  and  is
         considered  a  development  stage  company as defined by  Statement  of
         Financial  Accounting  Standards  No. 7 ("SFAS 7"). As at December  31,
         2004,  the Company has not realized any  significant  revenues from its
         planned operations.  The Company's principal  activities have consisted
         of raising capital through the sale of its securities.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF ACCOUNTING

         The accompanying  financial  statements have been prepared on the basis
         of  accounting  principles   applicable  to  a  going  concern,   which
         contemplates   the   realization  of  assets  and   extinguishment   of
         liabilities in the normal course of business.

         The  Company  is in the  development  stage  and has not  realized  any
         significant revenues from its planned operations. The management of the
         Company  intends to raise  working  capital  through the sale of common
         stock or other securities, or through other financings.

         The  Company's  financial  statements  do not include  any  adjustments
         related  to the  realization  of the  carrying  value of  assets or the
         amounts  and  classification  of  liabilities  that might be  necessary
         should the Company be unable to continue in existence.

         The ability of the Company to continue operations as a going concern is
         dependent  upon its success in  obtaining  capital  through the sale of
         common stock or other securities,  generation of revenue and ultimately
         achieving profitable operations.

         INCOME TAXES

         The Company has adopted the  provisions  of SFAS 109,  "Accounting  for
         Income   Taxes".   SFAS  109  requires   recognition  of  deferred  tax
         liabilities  and assets for the  expected  future tax  consequences  of
         events  that have been  included  in the  financial  statements  or tax
         returns.  Under this method,  deferred tax  liabilities  and assets are
         determined based on the difference between the financial  statement and
         tax basis of assets and  liabilities  using enacted tax rates in effect
         for the year in which the differences are expected to reverse.

         USE OF ESTIMATES

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosure of contingent  assets and liabilities at the
         date of the financial  statements and reported  amounts of revenues and
         expenses during the reporting period.  Actual results could differ from
         those estimates.




                                       F-8

<PAGE>


                           MEDINA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         REVENUE RECOGNITION

         The Company recognizes revenue from consulting services rendered in the
         period that the services are performed.

         (LOSS) PER COMMON SHARE

         (Loss) per  common  share is  computed  based on the  weighted  average
         number of common  shares  outstanding  during the  periods.  All shares
         issued  from  inception  are  considered  outstanding  for all  periods
         presented.

         SHARE BASED COMPENSATION

         The  Company  has  adopted  SFAS  123,   "Accounting   for  Stock-Based
         Compensation".  This  standard  defines a fair  value  based  method of
         accounting for an employee  stock option or similar equity  instrument.
         This  statement   gives  entities  a  choice  of  recognizing   related
         compensation  expense  by  adopting  the new fair  value  method  or to
         continue to measure  compensation  using the intrinsic  value  approach
         under  Accounting  Principles  Board  Opinion  No. 25 ("APB  25").  The
         Company  has  elected  to  utilize  APB 25 for  measurement;  and will,
         pursuant to SFAS 123, disclose  supplementally the pro forma effects on
         net income and earnings per share of using a new measurement  criteria.
         At  December  31,  2004,  no options or similar  instruments  have been
         granted.

         CASH EQUIVALENTS

         For purposes of  reporting  cash flows,  the Company  considers as cash
         equivalents  all highly  liquid  investments  with a maturity  of three
         months or less at the time of purchase.  On  occasion,  the Company may
         have cash in banks in excess of federally insured amounts.

         CONCENTRATION OF CREDIT RISK

         Financial  instruments,   which  potentially  subject  the  Company  to
         concentrations  of credit risk,  consist of cash. The Company maintains
         cash accounts at one financial  institution.  The Company  periodically
         evaluates  the  credit  worthiness  of  financial   institutions,   and
         maintains   cash  accounts   only  in  large  high  quality   financial
         institutions,  thereby  minimizing  exposure  for deposits in excess of
         federally  insured  amounts.  The  Company  believes  that  credit risk
         associated with cash is remote.

         FAIR VALUE

         The carrying amount reported in the balance sheet for cash and accounts
         payable  approximates fair value because of the immediate or short-term
         maturity of these financial instruments.

         COMPREHENSIVE INCOME

         There are no  adjustments  necessary  to the net (loss) as presented in
         the accompanying statement of operations to derive comprehensive income
         in accordance with SFAS 130, "Reporting Comprehensive Income".




                                       F-9

<PAGE>


                           MEDINA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         RECENT ACCOUNTING PRONOUNCEMENTS

         In December 2004, the FASB issued SFAS 123(R),  "Share-Based  Payment",
         which  is a  revision  of SFAS No.  123,  "Accounting  for  Stock-Based
         Compensation".  SFAS  123(R) is  effective  for  public  companies  for
         interim or annual periods beginning after June 15, 2005, supersedes APB
         Opinion 25, "Accounting for Stock Issued to Employees", and amends SFAS
         95, "Statement of Cash Flows".

         SFAS 123(R) requires all share-based  payments to employees,  including
         grants of  employee  stock  options,  to be  recognized  in the  income
         statement based on their fair values. Pro-forma disclosure is no longer
         an  alternative.  The new standard  will be effective  for the Company,
         beginning August 1, 2005. Management intends to comply with SFAS 123(R)
         at the scheduled  effective date for the relevant financial  statements
         of the Company.

         In December 2004,  the FASB issued SFAS 153,  "Exchanges of Nonmonetary
         Assets",  which changes the guidance in APB Opinion 29, "Accounting for
         Nonmonetary   Transactions".   This  Statement  amends  Opinion  29  to
         eliminate the exception for nonmonetary exchanges of similar productive
         assets  and  replaces  it with a general  exception  for  exchanges  of
         nonmonetary assets that do not have commercial substance. A nonmonetary
         exchange  has  commercial  substance  if the  future  cash flows of the
         entity  are  expected  to  change  significantly  as a  result  of  the
         exchange.  SFAS 153 is effective  during fiscal years  beginning  after
         June 15,  2005.  The Company  does not believe the adoption of SFAS 153
         will have a material impact on the Company's financial statements.


3.       STOCKHOLDERS' EQUITY

         On May 22, 2002,  the Company  completed the sale to its founders of an
         aggregate of 1,000,000 shares of common stock, at a price of $0.005 per
         common share, for cash proceeds of $5,000.

         On June 30,  2003,  the Company  completed  the sale of an aggregate of
         2,000,000 shares of common stock, at a price of $0.05 per common share,
         for cash proceeds of $95,491,  net of $4,509 of commissions and related
         issue  costs,  of which  $2,000 was  included  in  accounts  payable at
         December 31, 2003. This amount was paid in 2004.

         The shares of common  stock  were sold  pursuant  to  Section  4(2) and
         Regulation D, promulgated under the Securities Act of 1933, as amended.


4.       RELATED PARTY TRANSACTIONS

         During 2004, the Company incurred $5,620 (2003 - $3,000) for accounting
         and  administrative  services provided by a company owned by a director
         of the  Company,  of which  $605 is  included  in  accounts  payable at
         December 31, 2004.

         During 2003:

         i)       the  Company  received $2,000 for consulting services provided
                  to a company with a common director; and

         ii)      directors of the Company provided  consulting  services to the
                  Company for no  consideration.  The Company estimated the fair
                  value of these services to be $3,500. Accordingly, the Company
                  has recorded a charge to operations and a credit to additional
                  paid in capital for the services.



                                      F-10

<PAGE>


                           MEDINA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS



5.       INCOME TAXES

         The Company  follows the asset and liability  method of accounting  for
         deferred  income taxes.  Deferred income tax assets and liabilities are
         determined  based on the  temporary  differences  between the financial
         statements  and  income  tax bases of  assets  and  liabilities.  As at
         December  31,  2004,  the  Company  had  approximately  $39,700  of net
         operating losses for income tax purposes, expiring in 2024.

         The provisions for income taxes are as follows:

                                                     YEARS ENDED DECEMBER 31,
                                                  -----------------------------
                                                      2004             2003
                                                        $                $
              Current
                  Federal                                    -                -
                  State                                      -                -
                                                  ------------     ------------
              Total current                                  -                -
                                                  ------------     ------------

              Deferred
                  Federal                               13,500            6,200
                  State                                      -                -
                                                  ------------     ------------
              Total deferred                            13,500            6,200
                                                  ------------     ------------

                                                        13,500            6,200
              Less valuation allowance                 (13,500)          (6,200)
                                                  ------------     ------------
                                                             -                -
                                                  ============     ============

         The  following is a  reconciliation  of income  taxes at the  statutory
         United States federal and state income tax rates to the income taxes at
         the effective income tax rates:

                                                     YEARS ENDED DECEMBER 31,
                                                  -----------------------------
                                                      2004             2003
                                                        $                $

              Provision (recovery) at combined
                 United States federal and state
                    income tax rates                    (7,300)          (6,300)
              Non-deductible expense                         -            1,200
              Change in valuation allowance              7,300            5,100
                                                  ------------     ------------
              Effective income taxes                         -                -
                                                  ============     ============

         Deferred income tax assets and liabilities are as follows:

                                                     YEARS ENDED DECEMBER 31,
                                                  -----------------------------
                                                      2004             2003
                                                        $                $

              Asset
                 Net operating loss carryforwards       13,500            6,200
                 Valuation allowance                   (13,500)          (6,200)
                                                  ------------     ------------
              Net deferred income taxes                      -                -
                                                  ============     ============

         The  valuation  allowance  increased  by $7,300  and $5,100 in 2004 and
         2003, respectively.


                                      F-11

<PAGE>


                           MEDINA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS


6.       SUBSEQUENT EVENT

         Effective  March 1, 2005,  the Company  engaged an  unrelated  party to
         provide  consulting  services to the  Company at $5,000 per month.  The
         arrangement can be terminated by either party with 30 days notice.


                                      F-12

<PAGE>