UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM 10-KSB

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

For the fiscal year ended April 30, 2004

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

For the transition period from ________ to ________

                      Commission file number: 000-_____

                       Medallion Crest Management, Inc.
---------------------------------------------------------------------
              (Name of small business issuer in its charter)

                 Florida                            06-1686744
     ---------------------------------    --------------------------
     (State or other jurisdiction of    (IRS Employer Identification No.)
       incorporation or organization)


                  3675 North Country Club Drive, Suite 1907
                              Aventura, FL  33180
---------------------------------------------------------------------
                  (Address of principal executive offices)

Registrant's telephone number, including area code: (305) 933-6737

Securities registered under Section 12(g) of the Exchange Act:

                   Common Stock, par value $0.001 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 is not 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. [X]

The Company had no revenues for the year ended April 30, 2004.

As of April 30, 2004, the aggregate market value of the voting
stock held by non-affiliates of the registrant (based on the
price of $0.10 per share which was the price paid by non-
affiliates in our private placement) was $242,550.

The number of shares of the registrant's common stock, par value
$0.001 per share, outstanding as of June 21, 2004 was 5,165,500.

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


<PAGE>

                                     INDEX
                                    -------


PART I.

Item 1.  DESCRIPTION OF THE BUSINESS

Item 2.  DESCRIPTION OF PROPERTIES

Item 3.  LEGAL PROCEEDINGS

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

PART II.

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Item 6.  MANAGEMENT'S PLAN OF OPERATION

Item 7.  FINANCIAL STATEMENTS

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

Item 8A.  CONTROLS AND PROCEDURES

PART III.

Item 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Item 10. EXECUTIVE COMPENSATION

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

Item 14. PRINCIPAL ACCOUNTANT FEES ADN SERVICES.



Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.





<PAGE>

PART I.

Item 1.  DESCRIPTION OF THE BUSINESS

	Medallion Crest Management, Inc. was incorporated in the
state of Florida on April 4, 2003.  We are positioning ourselves
to acquire, develop and operate commercial real estate property
in the South Florida counties of Dade, Broward and Palm Beach.
As of the date of this report we have not generated any revenues.

     	We were organized to create and realize value by
identifying and making opportunistic real estate investments by
the direct acquisition, rehabilitation, development, financing
and management of real properties and/or participation in these
activities through the purchase of debt instruments or equity
interests of entities engaged in such real estate businesses.
Management is concentrating its efforts on defining and building
focused operating businesses with recurring sources of income.

        We intend to acquire under-performing office and other
commercial or residential properties below replacement cost,
renovating and/or repositioning them, and owning, operating
and/or reselling such properties.  We believe that appropriate
well-located commercial properties that are currently under-
performing can be acquired on advantageous terms and repositioned
with the expectation of achieving enhanced returns which are
greater than returns which could be achieved by acquiring a
stabilized property. As opportunities emerge, we may in the
future expand our real estate-related businesses and activities.

     	We currently do not intend to qualify as a real estate
investment trust ("REIT") under the Internal Revenue Code of
1986, as amended (the "Code").  Consequently, we have the
flexibility to respond quickly to opportunities without the
structural limitations inherent in REITs and to operate, when
deemed advantageous by management, on a more highly leveraged
basis than most REITs.  We may elect REIT status for certain of
our planned future subsidiaries or affiliates when management
deems it beneficial to our shareholders.    By not qualifying as
a REIT under the Code (which would require us to distribute each
year at least 95% of our net taxable income, excluding capital
gains), we have the ability and currently intend to retain for
reinvestment our cash flow generated from operations and to sell
properties without the substantial income tax penalties which may
be imposed on REITs in such transactions.  In addition, we differ
from opportunity funds that are typically structured as private
partnerships.  In that regard, our business is conducted without
the payment of acquisition, disposition or advisory fees to
general partners that should result in additional cash flow being
available for reinvestment as well as mitigate the potential for
conflicts of interest.  In addition, unlike investors in
opportunity funds, our shareholders are expected to have enhanced
liquidity through their ability to sell or margin their stock.
We also hope to attract a broader range of investors because
there is no stipulated investment minimum.  However, unlike REITs
and opportunity funds, we are subject to corporate level
taxation.

     	Our operations are led by Thomas Fastiggi, who serves as
our Chief Operating Officer.  Mr. Fastiggi has over thirty years
experience in real estate sales and property management,
including serving for the past nine years as the General Manager
of a $60 million rental community.  In analyzing potential
investments and market trends and inefficiencies, management has
reviewed, and will continue to review, current economic and
market information.

BUSINESS STRATEGY

     	In furtherance of our business strategy, we plan to
organize into two strategic business units, each covering a
separate line of business.  As opportunities emerge and in
response to changes in market, real estate and general economic
conditions, we may in the future retract from, discontinue or
expand our real estate related business and activities.

        Commercial Properties.  We seek to acquire commercial
properties below replacement cost and operate and/or resell such
properties after renovation, redevelopment and/or repositioning.
We believe that appropriate well-located commercial properties
which are currently under-performing can be acquired on
advantageous terms and repositioned with the expectation of
achieving enhanced returns which are greater than returns which
could be achieved by acquiring a stabilized property.

     	We are currently seeking to apply our business strategy to
office properties.  As opportunities arise, the Company may seek
to acquire other types of commercial properties, including
industrial properties.

     	Property Development.  We plan to engage in selective
development activities as opportunities arise and when justified
by expected returns.  We believe that by pursuing selective
development activities we can achieve returns that are greater
than returns which could be achieved by acquiring stabilized
properties.  We may also acquire land for speculation, future
development or subdivision.  Certain development activities may
be conducted in joint ventures with local developers who may bear
the substantial portion of the economic risks associated with the
construction, development and initial rent-up of properties.

     	We may in the future make equity investments in entities
owned by third parties and which engage in real estate-related
businesses and activities or businesses that service the real
estate industry.  Some of the entities in which we may invest may
be start-up companies or companies in need of additional capital.
We may also in the future invest in retail, residential, hotel
and other types of properties and may also manage and lease
properties owned by us or in which we have an equity or debt
investment.

     	In analyzing potential investments and market trends and
inefficiencies, management has reviewed, and will continue to
review, current economic and market information.

OPERATING STRATEGIES

        We seek to enhance our operating performance by developing
our core investment segments through asset quality, customer
service and establishing market share within our operating
region.

        We believe that high-quality office buildings/complexes and
retail centers present an attractive investment opportunity given
their typical strong tenant covenants, stable yields, low vacancy
levels and growth potential. Our objective is to increase cash
flow and the value of our future portfolio of properties and to
seek continued growth through the selective acquisition,
development, redevelopment, renovation and expansion of income-
producing real estate properties.  We believe we will be able to
implement an investment strategy of acquiring additional
properties with these characteristics to provide additional cash
flow and further enhance long-term portfolio value.  We believe
that our investment program will enable us to enhance our
presence and continue to diversify our portfolio.

        In order to minimize short-term leasing risk in our
portfolio, we are focusing our acquisition efforts on properties
with long-term creditworthy leases.

        Management intends to undertake regular reviews of any
property investments we make and, based on experience and local
market knowledge, assess the ongoing opportunities for the
properties.  Appropriate capital improvement projects,
renovations and remarketing initiatives will be implemented.

        Our leasing strategy for each property will reflect the
nature of the property, its position within the local
marketplace, prevailing and forecast economic conditions, the
state of the local real estate market and the status of existing
tenancies.  Management recognizes the inherent cost efficiencies
of maintaining existing tenancies and believes that early
renewal, proactive negotiations with tenants, staggered lease
maturities and contractual rental rate increases can enhance cash
flow and capital value.  Our objective is to maintain rents and
occupancy levels that, through superior operating practices,
management services and leasing strategies, outperform local
markets.

        Through sophisticated and prudent financial management we
will commit management to maximizing income form the properties
we eventually own.  Management will endeavor to optimize the
leveraged returns from our anticipated portfolio of properties,
while remaining within the overall debt limits.  Management
believes significant additional proceeds will be available as
mortgages are expected to be refinanced.  Accretive investment of
such proceeds is anticipated to increase revenues.  Whenever
possible, we will utilize a fixed rate debt financing with terms
which are appropriate for the nature of the leases and the
properties being financed.  Management intends to stagger our
debt maturities for any new financings to manage refinancing risk
and to provide a source of additional capital when refinanced,
and make use of operating lines or acquisitions facilities to
generate interim capital.


INVESTMENT POLICIES AND ACQUISITION STRATEGIES

	We intend to acquire real estate or interests in real
estate in Dade, Broward and Palm Beach County, Florida.  We plan
to invest in real estate and interests in real estate in
commercial properties such as office buildings, strip centers,
industrial warehouses including mini-storage facilities and
residential properties to include single family homes,
condominiums, and residentially zoned land.

        We intend to acquire properties through leveraged
transactions, such as first mortgages available through
institutional lenders, seller financed acquisitions, or a
combination thereof.  It is our intent to structure all debt
financing through the use of non-recourse financing, limiting our
exposure to the amount of funds we directly invest in a specific
acquisition.

        We intend to acquire under-performing office and other
commercial and residential properties below replacement cost,
renovating and/or repositioning them, and owning, operating
and/or reselling such properties.  We believe that appropriate
well-located commercial properties that are currently under-
performing  can be acquired on  advantageous terms  and
repositioned with the expectation of achieving enhanced returns
which are greater than returns which could be achieved  by
acquiring a stabilized property.   We have established a policy
limiting the percentage of our assets to be invested in any one
particular property to no greater than 49 % of our assets.

        We intend to generate a substantial portion of our revenue
through capital gains on the properties we purchase.  Although we
intend to invest in properties that produce income, our primary
focus is to generate revenue through the appreciation of real
estate and properties.  Our hope is that income generated through
properties we acquire will provide the capital needed for further
acquisitions.

	We have not limited the percentage of securities of an
issuer that we may acquire.  Due to our primary goal of
generating revenue through appreciation of real estate and
properties we do not anticipate acquiring debt securities.

	Prior to acquiring a property, we intend to determine the
possibilities of creating value and forecast profitable sales
scenarios.  We will employ the following procedure to analyze
aspects of potential acquisitions:

*	Market Depth: market liquidity and number of transactions
within the area

*	Building Quality:  age, category, type of facility, appeal
for tenants and investors, and technologies

*	Discounted Income Quality:  tenant quality, lease terms and
expiry, contract rent vs. market rent

*	Current and Overall performance

*	Financing:  interest rates and cash assets

We intend to utilize two approaches in regards to our
acquisition strategy.

        Identify Attractive Acquisitions - We seek to acquire
property or real estate that is determined to be undervalued or
possesses income potential.  We will only make acquisitions that
can be negotiated with terms and conditions at a price we believe
to be less than current market prices.  We intend to promote this
strategy to generate long-term profitability and cash flow gains
rather than just revenue growth.

        Maintain a Sell Discipline - We intend to create a
disposition strategy at the time of acquisition.  This
disposition strategy will be reviewed constantly throughout the
investment cycle.  We believe that value is created during the
acquisition and asset management phase of the investment cycle
and realized through the properly timed and executed sale of the
property.  We intend to establish a successful track record of
maximizing investment returns by selling each asset at the
optimal point in the investment cycle.

Management considers various factors when evaluating
potential property acquisitions. These factors include:

- The attractiveness of the property to existing and
potential tenants;

- The likelihood and relative attractiveness of
competitive supply;

- The anticipated demand for space in the local
market;

- The creditworthiness and diversity of risk in the
current tenants occupying the property;

- The ability to acquire the asset at an attractive
going-in yield, as well as the potential to increase
operating income over time by renewing leases for
increasing rents;

- The physical condition of the property, including
the extent of funds required for its maintenance and for
physical upgrades needed in order to establish or sustain
its market competitiveness;

- The ability to operate the property with a
competitive cost structure; and

- The property's location in one of our target markets

        In determining whether to enter into a new development,
the foregoing factors are considered as well as the additional
risks of development, including the following:

- The extent of lease-up risk in the context of the
demand/supply characteristics of the local market

- The ability to minimize construction risks; and

- The quality of local development partners, if
relevant.

	Please note that, although the above paragraphs describe
our current policy with respect to investing, these policies may
be changed by the directors without a vote of our security
holders.

INVESTMENT GUIDELINES AND RESTRICTIONS

        We may invest up to 49% of our assets in any one property.

	We have not limited the percentage of securities of an
issuer that we may acquire.  Due to our primary goal of
generating revenue through appreciation of real estate and
properties we do not anticipate acquiring debt securities or
acquiring a significant amount of equity securities.  We
anticipate that the vast majority of our acquisitions will be
asset purchases.  However in situations we determine to be
economically favorable for the company we may acquire equity
securities of an issuer or structure an acquisition as a stock
purchase instead of an asset purchase.

        We have implemented the following guidelines for our
investments:

*	We may invest up to 95% of our assets into real estate
and properties.

*	Investment interests in REITs, partnerships and joint
ventures may not collectively exceed 25% of our assets.


*       Investments in securities in total may not exceed 30%
of our assets.  If investments in securities grow in value to
exceed 30% of our assets we will liquidate sufficient amounts
of the securities so that the value does not exceed 30% of our
assets.  We are not an investment company as the focus of our
investments is in real property, not securities and we will
diligently monitor the value of our investments in order to
ensure that we do not fall within the definition of an
investment company.

	The types of real estate and interests in real estate in
which we intend to invest consist of commercial properties such
as office buildings, strip centers, industrial warehouses
including mini-storage facilities and residential properties to
include single family homes, condominiums, and residentially
zoned land.

        We intend to acquire properties through leveraged
transactions, such as first mortgages available through
institutional lenders, seller financed acquisitions, or a
combination thereof.  It is our intent to structure all debt
financing through the use of non-recourse financing, limiting our
exposure to the amount of funds we directly invest in a specific
acquisition.

        We intend to acquire under-performing office and other
commercial and residential properties below replacement cost,
renovating and/or repositioning them, and owning, operating
and/or reselling such properties.  We believe that appropriate
well-located commercial properties that are currently under-
performing can be acquired on advantageous terms and repositioned
with the expectation of achieving enhanced returns which are
greater than returns which could be achieved by acquiring a
stabilized property.

        We will also consider investing in Real Estate Investment
Trusts (REITs), and to a minor extent, partnerships and joint
ventures.  We will maintain the following criteria when
evaluating such investment opportunities:

        -Management that is highly focused and free from conflicts
of interests

	-A track record of profitability through various market or
business cycles

	-Financial strength and flexibility

	-Cash flow quality and growth potential

	-Valuation of risk-adjusted potential returns

        Furthermore, we will require that all potential REIT investments
meet guidelines such as:

	-Ready access to capital

	-Ownership of property that has appreciation potential

        We will only consider investing in REITs that are invested
in well-located areas.  We believe that well-managed equity REITs
that are not highly leveraged and generate most of their income
from rents on established or stable properties are the most
attractive REIT investments.  Key financial factors, such as
Funds From Operation (FFO) and Cash Available for Distribution
(CAD) will be analyzed as well.

        Additionally, we will look for REITs with investment
policies such as: transparent investment policy and objective,
holds real estate investments for long term investment purpose,
provides regular detailed reports regarding the performance of
the REIT, is subject to a high standard of corporate governance
and timely disclosure of financial information

	Please note that, although the above paragraphs describe
our current policy with respect to investing, these policies may
be changed by the directors without a vote of our security
holders.



CONFLICT OF INTEREST

	Our officers and directors are permitted to purchase and/or
sell property or real estate that is not affiliated with us.
They are also permitted to engage in outside real estate
investments.  Other than Mr. Miller, all of our officers are
currently employed by other businesses.  Although the officers
plan to devote their full business efforts to executing our
business plan after we raise at least $500,000, the officers
currently may be employed or work for business entities within
the real estate and property industry.


COMPETITION

	We compete in a variety of service disciplines within the
commercial real estate industry.  Each of these business areas is
highly competitive on a national as well as local level. We face
competition not only from other real estate service providers,
but also from boutique real estate advisory firms, appraisal
firms and self-managed real estate investment trusts.  In
general, there can be no assurance that we will be able to ever
compete effectively, to achieve desirable fee levels or margins,
or achieve any market share. We look to increase relative
strength and longevity in the markets in which we plan to
operate, and enhance our ability to offer clients a range of real
estate services on a local and regional basis. We believe that we
can operate successfully in the future in this highly competitive
industry.



LEGAL PROCEEDINGS

	We are not party to any legal proceedings as of the date of
this prospectus.

EMPLOYEES

	As of the date of this prospectus we have 4 employees all
of whom are serving the company in executive capacities.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND/FINANCIAL DISCLOSURE.

	We have had no disagreements with our accountants on
accounting and financial disclosure.



<PAGE>


Item 2.  DESCRIPTION OF PROPERTIES

        Our principal office facility is presently located in space
owned by an officer.  We are not presently incurring any rent
expenses associated with this space.


Item 3.  LEGAL PROCEEDINGS

	We are not party to any legal proceedings as of the date of
this report.


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

        None.


<PAGE>


PART II.

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS

Market Information

        Our common stock is not yet approved for quotation on the
National Association of Securities Dealers OTC Bulletin Board.  A
market maker has applied for quotation of our common stock.

 	As of July 22, 2004, there were, 45 shareholders of record
of our common stock and a total of 5,165,500 shares outstanding.
Of the 5,165,500 shares of common stock outstanding, 2,740,000
shares of common stock are beneficially held by "affiliates" of
the company.

        The Company has never paid a dividend on its common stock.
It is the Company's present policy to retain all earnings to
provide funds for the future growth of the Company.



<PAGE>


Item 6.  MANAGEMENT'S PLAN OF OPERATION

        The following is a discussion of our plan of operations and
our liquidity and capital resources.  To the extent that this
discussion contains statements that are not of a historical
nature, these statements are forward-looking statements, which
involve risks and uncertainties.  See "Special Note Regarding
Forward-Looking Statements".  The following should be read in
conjunction with our Consolidated Financial Statements and the
related Notes included elsewhere in this filing.

        Over the next twelve (12) months, we intend to pursue
opportunities to provide revenue-generating activities.  To
accomplish this, we will need to progress through several stages
of initial operations.  Initially, we are currently seeking to
raise up to $1,000,000 of capital to be in position to commence
full business operations.

        Although we are not yet in a position to acquire any
property, we have identified and conducted preliminary due
diligence on several specific potential target properties that we
intend to pursue farther once funds have been obtained.  The
properties include:

1)	Luxury units located in Miami Beach, Florida on the
southern most point of South Beach, with a price
range from $1.6 million to $2.8 million per unit.
We are currently negotiating the purchase of several
of these units, but the purchase is contingent on
our ability to raising sufficient funds.

2)	A portion of a strip mall located in Pembroke Pines,
Florida located in a beautiful, high-income area.
We are in the process of conducting due diligence on
this property in an attempt to determine the value
of this property versus other similar properties.

3)	Contracts of pre-construction townhouses in Pembroke
Pines, Florida, which we believe to be one of the
fastest growing areas in south Florida.  We are in
the process of conducting due diligence on the
property and believe that due to the high growth
rate in the area that the townhouses could be
desirable to purchase.

        Once funds have been obtained, we will then conduct
extensive site evaluations for possible property purchases,
acquisitions, property development, renovation and lease/sale
opportunities on these and other properties.  Our site evaluation
will include detailed analysis regarding the quality and
suitability of potential opportunities and/or parcels of land.
It is our goal to explore opportunities that demonstrate superior
site quality features, such as, favorable demographics,
attractive site features (high visibility/traffic area) and a
limited competitive environment.  Although this stage of
operation will be an ongoing business concern, we estimate a
maximum of two months for initial site evaluations to be
conducted.  Once we have identified potential opportunities, we
plan to enter negotiations with potential investments.  Based on
the nature of such investments, we anticipate 4-6 weeks of
negotiations on any/all initial projects that we may pursue.  It
is our goal in the negotiation stage to position our self to
accumulate various projects that are commercial, acquisition or
development in nature, at under valued amounts.  We may also look
to pursue the same negotiation tactics regarding any distressed
real properties of interest.  We anticipate engaging in formal
contracts within four months of raising sufficient funds through
the offering.  We will look to secure commitments in the areas of
property purchases, acquisitions, property development,
renovation and lease/sale opportunities on an ongoing basis.  We
believe that sufficient revenue can be generated through the
final eight months of our first year of full operation to produce
an operating profit.  This time frame includes the acquisition
and sale of potential properties, site development, commercial
lease revenues, renovation and resale.  Achieving these revenues
however remains strictly contingent on raising sufficient funds
for the initiation of full business operations.  We anticipate no
substantial changes to our business plan if we raise funds less
than that of $1,000,000 through this offering or otherwise. In
the case that funds less than that of $1,000,000 are raised, our
opportunities to make possible property acquisitions will be more
limited.  Additionally, investment opportunities that are capital
intensive, such as large commercial facilities or extensive
renovation projects may no longer be immediately feasible due to
lack of funding.

        We anticipate incurring various costs and expenses
associated with cultivating revenue-generating activities.
Assuming we successfully raise $1,000,000 we estimate site
analysis during the preliminary site analysis stage, (months 1-4
of full operations) to cost approximately $75,000.  Due to the
nature of our business model, site analysis costs will be a
recurring cost for the Company.  As sites are identified, we
anticipate incurring legal expenses associated with the
negotiation and drafting of documentation to consummate the
transaction.  Our two largest expenses will be the actual
purchase and renovation of property.  We anticipate incurring
costs in renovating and improving properties equal to fifty
percent of the acquisition costs.  Assuming we successfully raise
$1,000,000 we estimate that we would spend approximately $450,000
acquiring properties and an additional $225,000 renovating these
properties.  We have included within the $450,000 amount our
anticipated costs and expenses in regards to monthly rent/loan
payments.

Liquidity and Capital Resources
-------------------------------

        While at this time we do not have any significant current
liabilities, our business expansion will require significant
capital resources that may be funded through the issuance of
notes payable or other debt arrangements that may affect our debt
structure.

        To date we have spent a total of $44,668 in general
operating expenses.  We raised the amounts used in these
activities from a Regulation D offering in which we raised
$46,300.

        To date, we have managed to keep our monthly cash
requirements low for two reasons.  First, our officers, who are
all founders and significant shareholders have agreed not to draw
a salary until a minimum of $500,000 in funding is obtained or we
have generated $500,000 in revenues.  Once we have achieved this
threshold our board of directors will establish salaries for our
officers.  These salaries will be at least partially determined
by the amount of funding we successfully raise.    The officers
will not be reimbursed for their unpaid compensation during the
offering period.  Second, we have been able to keep our operating
expenses to a minimum by operating in space owned by Sean Miller,
our Chief Executive Officer.  Mr. Miller has agreed to contribute
use of this space in a rent-free arrangement until completion of
this offering and he will not be reimbursed for the rent of this
space.

        Despite our low monthly cash requirements and the agreement
of our officers, management believes that, we have insufficient financial
resources to meet its obligations for the next twelve months.

        In the early stages of our business plan, we will need cash
for refinancing mortgages, financing acquisitions and
development, and financing capital improvements as well as for
marketing.  We anticipate that during the first year, in order to
execute our business plan to any meaningful degree, we would need
to spend a minimum of $500,000 on such endeavors.  We anticipate,
however, that we will be able to commence substantial operations
once we have raised a minimum of $250,000.  We hope to raise
these funds through this offering.  If we are unable to raise the
funds through this offering we will seek alternative financing
through means such as borrowings from institutions or private
individuals.  There can be no assurance that we will be able to
keep costs from being more than these estimated amounts or that
we will be able to raise such funds.  Even if we sell all shares
offered through this registration statement, we may need to seek
additional financing in the future.  However, we may not be able
to obtain additional capital or generate sufficient revenues to
fund our operations.  If we are unable to obtain additional
capital or generate sufficient revenues to fund our operations we
expect that we will be required to seek protection from creditors
under applicable bankruptcy laws.  Our independent auditor has
expressed substantial doubt about our ability to continue as a
going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and
generate revenues.  See Note 1 of our financial statements.


<PAGE>

Uncertainties
-------------

        There is intense competition in the real estate investment
market with other companies that are much larger and both
national and international in scope and which have greater
financial resources than we have.  At present, we require
additional capital to make our full entrance into this industry.

Forward Looking Statements

        Certain statements in this report are forward-looking
statements within the meaning of the federal securities laws.
Although the Company believes that the expectations reflected in
its forward-looking statements are based on reasonable
assumptions, there are risks and uncertainties that may cause
actual results to differ materially from expectations. These
risks and uncertainties include, but are not limited to,
identifying desirable properties, negotiating desirable
investment terms, changes in the real estate market, changing
interest rates, and a general downturn in the economy.


<PAGE>


Item 7.  FINANCIAL STATEMENTS

        The Financial Statements are included with this report
commencing on page F-1.



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

        None.



Item 8A.  CONTROLS AND PROCEDURES

	The Company maintains disclosure controls and procedures
that are designed to ensure that information required to be
disclosed in the Company's Securities Exchange Act reports is
recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.  In designing and evaluating the
disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

        As of the end of the period covered by this report, an
evaluation was performed under the supervision and with the
participation of our Company's management, including the Chief
Executive Officer and the Chief Financial Officer, of the
effectiveness of the design and operation of the Company's
disclosure controls and procedures.  Based upon that evaluation,
the Chief Executive Officer and the Chief Financial Officer
concluded that the Company's disclosure controls and procedures
were effective.  Subsequent to the date of this evaluation, there
have been no significant changes in the Company's internal
controls or in other factors that could significantly affect
these controls, and no corrective actions taken with regard to
significant deficiencies or material weaknesses in such controls.


<PAGE>


PART III.

Item 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers


Name               Age          Position                       Director Since

Thomas Fastiggi    46    Chief Operating Officer

Sean Miller        28    Chief Executive Officer,
                         Chief Financial Officer, Chief
                         Accounting Officer and Director             2003

Vincent Kohen      62    President

Lisa Beach         42    Vice President


Rose Cabasso       48    Vice President, Secretary and Director      2003


Sean Miller, Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer
--------------------------------------------------------------

With a background in accounting, finance and economics, Mr.
Miller served as Managing Director for Asset Management Group,
LLC, a privately managed hedge fund from May 2001 through July
25, 2003, at which time he became our Chief Executive Officer,
Chief Financial Officer and Chief Accounting Officer.  Prior to
joining Asset Management Group, Mr. Miller provided consulting
services to the money management firm of Greystone International
Asset Management, for the period of July 2000 until April 2001,
in the capacity of Assistant Portfolio Manager.  Mr. Miller was
responsible to provide detailed research and analytical analysis
on various equities.  Mr. Miller also incorporated a successful
hedging strategy that was detailed by the use of option and
derivative trading.  From April 1999 to July 2000, Mr. Miller
served as District Manager for Automatic Data Processing Inc., a
Fortune 500 company which specializes in payroll and tax services
As District Manager, Mr. Miller's duties included: sales,
marketing and training.  Mr. Miller achieved Top Salesperson for
South Florida twice and was responsible for regaining
profitability in every territory he was assigned.  During his
tenure at ADP, Mr. Miller's marketing efforts averaged 165% above
his district's quota.  Mr. Miller currently devotes his full
business efforts to implementing our business plan.



Thomas Fastiggi, Chief Operating Officer
----------------------------------------

Mr. Fastiggi served as our Chief Executive Officer and Chief
Financial Officer from inception until July 25, 2003.  He now
serves as our Chief Operating Officer. Mr. Fastiggi has over
thirty years of experience in real estate sales, property
management, including operations, long range planning and
insurance risk management.  This experience includes preparation
of annual budgets, office and facility administration and
database management as well as overall profit and loss
responsibility.  He has managed properties in Florida and Hilton
Head, South Carolina with amenities such as beach, tennis clubs,
130 + slip marina facilities and on site restaurants. This
includes supervision of all property management, rental and sales
staff for condominiums, hotel and time shared resorts.

As a licensed Real Estate Broker, his expertise includes real
estate marketing, as well as feasibility studies having worked
for a major resort marketing company with duties such as project
profiling and positioning, competitive property analysis, buyer
profile demographics, marketing, media selection, lead generation
and sales training.

Mr. Fastiggi currently serves, and has served for the past nine
years as General Manager of Peppertree Bay Realty, a $60 million
gulf front community in Sarasota Florida.  His responsibilities
include operations, rental program and sales management, having
initiated the sales program at this location.  During the last
three years, he directed a $2 million staged upgrade of the
facility including structural repairs with concrete restoration,
renovation of on-site amenities, elevators, fire alarm and safety
upgrades as well as landscape and road renovation.

He is a graduate of Seton Hall University with a degree in
Business Administration, and is licensed by the state of Florida
as a Real Estate Broker and Community Association Manager. He is
a member of Community Associations Institute (CAI).  having
earned the "Certified Manager of Community Associations" ("CMCA")
designation from the National Board of Certification for
Community Association Managers, a CAI sister organization.  He
has earned the designated of Association Management Specialist
("AMS") by CAI, one of less than 1200 such professionals
nationwide.  He is a member of the Institute of Real Estate
Management and is a candidate for the Accredited Residential
Manager ("ARM") designation.  He has participated as a guest
speaker and panelist for the American Resort and Recreation
Development Association  ("ARRDA") southeastern region
conventions.

Mr. Fastiggi is consulted on a weekly basis regarding strategic
operational decisions and the implementation of our business
plan.  Mr. Fastiggi intends to devote his full business efforts
to executing our business plan once we have raised a minimum of
$500,000.  Mr. Fastiggi currently devotes up to five hours per
week to implementing our business plan.



Vincent J. Kohen, President
---------------------------

Mr. Kohen joined the company in July 2003 as its President and
brings forth a lifetime of expertise in the banking industry.
His last assignment was as President, Chief Executive Officer and
Director of Twin Valley Bank of Ohio.  This position involved the
turnaround of the institution from defalcation to a five star
rated financial institution.  He retired from Twin Valley Bank in
2001 after sixteen years of dedicated services.  Prior to that
assignment, Mr. Kohen spent twenty-four years as Vice President
and Branch Administrator of 39 bank branches for the First
National Bank of Dayton, now National City Bank, Dayton, Ohio.

He is a member of the American Institute of Banking, Dayton,
Ohio, having served as its President.  In addition, he served as
an instructor for the Institute in the areas of marketing, bank
operations and economics.

Mr. Kohen enjoyed a distinguished military career and retired at
the rank of Major in the United States Army Reserve with 18 years
of experience.  A graduate of the U.S. Army Officer Candidate
School, he graduated as the number one graduate in his class.

He maintains a residence in Sarasota, Florida where he has served
as a board member of his community, the Peppertree Bay
Association, for the last six years.  He was elected Treasurer in
2000 and offers his financial expertise as needed on a volunteer
basis.

Mr. Kohen is consulted on a weekly basis regarding the
implementation of our business plan.  He intends to devote his
full business efforts to executing our business plan once we have
raised a minimum of $500,000.  Mr. Kohen currently devotes up to
five hours per week to implementing our business plan.


Lisa Beach, Vice President
--------------------------

Mrs. Lisa Beach has more than twenty years experience in the real
estate industry.

Mrs. Beach has served Peppertree Bay Reality, Inc. since 1978.
In her present position as onsite Sales and Rental Coordinator,
she is responsible for marketing a 362 unit gulf front
condominium.  At this community she has been the top sales award
winner, having won awards for Sales Associate of the Year for
each of the last 7 years.  She consistently sells over 95% of her
own listings.

Her rental program experience includes marketing properties via
tenant inquiries by mail, telephone, World Wide Website, as well
as walk in traffic and existing resident referrals.  She has also
been responsible for the selection of advertising media in market
specific locations based on demographically defined seasonal
rental demand.

As Coordinator of the rental program Mrs. Beach introduces new
clients of the firm to the rental program, by explaining the
responsibilities of the firm, the owner and a prospective tenant.
Reservations are handled by Mrs. Beach through computer as well
as backup systems.  She is responsible for the escrow of rental
payments for payment of taxes, utilities, insurance and other
obligations of the unit owner, as well as distribution of rental
proceeds to the unit owner.

Mrs. Beach has responsibility for rental unit conditions,
including purchase and replacement of interior furnishings,
kitchen and bath packages, electronics, as well as other items
typically found in a resort rental condominium.  She coordinates
the cleaning and unit preparation from tenant to tenant as well
as scheduling use by owners or business or personal associates of
a unit owner.

Mrs. Beach is consulted on a weekly basis regarding the
implementation of our business plan.  She intends to devote her
full business efforts to executing our business plan once we have
raised a minimum of $500,000.  Mrs. Beach currently devotes up to
five hours per week to implementing our business plan.


Rose Cabasso, Vice President and Secretary
------------------------------------------

Ms. Rose Cabasso, age 48 is a graduate of Brooklyn College with a
degree in Psychology and Business Administration.

During her career, she has been associated with many of the
premier fashion houses in various managerial positions.  From
1975 to 1983, Ms. Cabasso was employed with Kaiser Roth in the
capacity of Advertising Manager and Assistant Merchandising
Manager.  Her efforts were focused on promoting Kaiser Roth's
lingerie, lounge-ware, gloves & accessories.  Ms. Cabasso was the
Director of Advertising and Sales Promotion for Bali Intimate
Apparel from 1983 till 1986.  She assumed a similar role at Lilly
of France, as Director of Advertising and Sales Promotion from
1986 to 1988.  Her responsibilities were centered in advertising,
marketing, and product promotion through an aggressive media
campaign in the greater New York metropolitan area.  Ms. Cabasso
developed unique point-of-purchase displays for the retailer.

Ms. Cabasso is consulted on a weekly basis regarding the
implementation of our business plan.  She intends to devote her
full business efforts to executing our business plan once we have
raised a minimum of $500,000.  Ms. Cabasso currently devotes up
to five hours per week to implementing our business plan.

Directors' Remuneration

Our directors are presently not compensated for serving on the
board of directors.  All officers are prepared to devote full-
time attention to successful implement our business plan.  If
minimum funding of $500,000 is not obtained, officers may then
decide to devote less than full-time towards the business plan.


<PAGE>


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        The Company is not aware of any director, officer or beneficial
owner of more than ten percent of the Company's Common Stock
that, during fiscal year 2003, failed to file on a timely  basis
reports  required  by  Section  16(a) of the Securities Exchange
Act of 1934.

Item 10. EXECUTIVE COMPENSATION

Employment Agreements

We have not entered into any employment agreements.


Summary Compensation Table

	The following table sets forth the total compensation paid
to or accrued for the period from inception through April 30,
2003 and for the year ended April 30, 2004 to our CEO, COO and
our President.

<TABLE>
<CAPTION>

Annual Compensation


Name and                                          Other      Restricted   Securities                 All
Principal Position                                Annual       Stock      Underlying    LTIP        Other
                       Year    Salary   Bonus   Compensation   Awards       Options     Payouts   Compensation
--------------------------------------------------------------------------------------------------------------
<S>                    <C>     <C>       <C>        <C>          <C>            <C>       <C>           <C>

Sean Miller
CEO, CFO and CAO        2004    $0        0          0            0              0         0             0
                        2003    $0        0          0            0              0         0             0


Thomas Fastiggi, COO    2004    $0        0          0            0              0         0             0
                        2003    $0        0          0            0              0         0             0

Vincent J. Kohen,
President               2004    $0        0          0            0              0         0             0


</TABLE>

Stock Option Grants in the past fiscal year

        We have not issued any grants of stock options in the past fiscal year.



<PAGE>

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth information regarding
beneficial ownership of our common stock as of the date of this
report by (i) those shareholders known to be the beneficial
owners of more than five percent of the voting power of our
outstanding capital stock, (ii) each director, and (iii) all
executive officers and directors as a group:

Name and Address of			Number of		Percent
Beneficial Owner (1)			Shares Owned		Owned
--------------------------              -------------           -----
Cardozo Services Limited(2)		1,540,000		29.8%
Ansbacher House
Bank Lane
PO Box N7768
Nassau, Bahamas

Vincent Kohen				5,000			*

Thomas Fastiggi                         350,000                 6.8%

Lisa Beach				25,000			*

Sean Miller				400,000			7.7%

Rose Cabasso				425,000			8.2%

Andrea Osman				400,000			7.7%
7745 Trieste Place
Delray Beach, FL  33446

Joseph Colonna				400,000			7.7%
2068 Arlington Street
Apartment A
Sarasota, FL 34239

Ronald Colonna				430,000			8.3%
6056 Midnight Pass Road
Sarasota, FL  34248

John Thristino				430,000			8.3%
7745 Trieste Place
Delray Beach, FL  33446

All Directors and Officers as
A Group (5 persons)			1,205,000		23.2%
--------------
(1)	Unless otherwise indicated, the address of record for the
owner is 3675 North Country Club Drive, Suite 1907,
Aventura, FL  33180.

(2)	The controlling shareholder of Cardozo Services Limited is
Redcorn Consultants Limited.  The controlling persons of
Redcorn Consultants Limited are Mr. Paul Winder and Mr.
Alan Cole.

<PAGE>


Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        We have not engaged in any transactions that are required
to be disclosed.

Item 13. EXHIBITS AND REPORTS ON FORM 8-K

        (a) Exhibits

Exhibit Number		Description

3.1	Articles of Incorporation of Medallion
        Crest Management, Inc.

3.2	Bylaws of Medallion Crest Management, Inc.

3.3	Specimen certificate of the Common Stock of
        Medallion Crest Management, Inc.

23.1	Consent of Daszkal Bolton LLP

23.2	Consent of Law Office of James G. Dodrill
        II, PA (included in Exhibit 5.1)


        (b) Reports on Form 8-K.

            None.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     	The Company paid audit fees to its independent certified
public accountant, Daszkal Bolton LLP. in the amount of $12,873
for the year ended April 30, 2004 and in the amount of $0 for the
period from April 4, 2003 (inception) to April 30, 2003
respectively.  There were no fees paid to the independent
certified public accountant for tax and other services for these
periods.


<PAGE>

                       MEDALLION CREST MANAGEMENT, INC.
                        (A DEVELOPMENT STAGE COMPANY)

                             FINANCIAL STATEMENTS



                 FOR THE YEARS ENDED APRIL 30, 2004 AND 2003
              AND FOR THE PERIOD FROM APRIL 4, 2003 (INCEPTION)
                            THROUGH APRIL 30, 2004






<PAGE>




                              TABLE OF CONTENTS





Independent Auditor's Report                                    1

Financial Statements:

Balance Sheets as of April 30, 2004 and 2003                    2

Statements of Operations for the years ended April 30, 2004
and 2003 and for the period from April 4, 2003 (inception)
through April 30, 2004                                          3

Statements of Changes in Stockholders' Equity for the period
from April 4, 2003 (inception) through April 30, 2004           4

Statements of Cash Flows for the years ended April 30, 2004
and 2003 and for the period from April 4, 2003 (inception)
through April 30, 2004                                   	5

Notes to Financial Statements                                   6






<PAGE>

                         DASZKAL BOLTON LLP
                         ------------------

Michael I. Daszkal, CPA, P.A.		2401 N.W. Boca Raton Boulevard
Jeffrey A. Bolton, CPA, P.A.		Boca Raton, FL 33431
Timothy R. Devlin, CPA, P.A.		t: 561.367.1040
Michael S. Kridel, CPA, P.A.		f: 561.750.3236
Marjorie A. Horwin, CPA, P.A. 		www.daszkalbolton.com
Patrick D. Heyn, CPA, P.A



                         INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
Medallion Crest Management, Inc.

We have audited the accompanying balance sheets of Medallion Crest Management,
Inc., (a development stage company) as of April 30, 2004 and 2003, and the
related statements of operations, changes in stockholders' equity and cash
flows for the years ended April 30, 2004 and 2003 and for the period from
April 4, 2003 (inception) through April 30, 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 audit.

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 audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. 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 Medallion Crest Management,
Inc. as of April 30, 2004 and 2003, and the results of its operations and its
cash flows for the years ended April 30, 2004 and 2003 and for the period from
April 4, 2003 (inception) through April 30, 2004, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 5 to the
financial statements, the Company has experienced losses in the development
stage.  This raises substantial doubt about the Company's ability to continue
as a going concern.  Management's plans in regard to these matters are also
described in the Note 5.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

DASZKAL BOLTON LLP


/s/ Daszkal Bolton LLP
-----------------------
Boca Raton, Florida
May 25, 2004

       Member of American Institute of Certified Public Accountants -
                 SEC and Private Companies Practice Sections
                     Member  Affiliated Offices Worldwide




<PAGE>

MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
----------------------------------------------------------------


<TABLE>
<CAPTION>

                                    ASSETS
                                    ------
<S>
                                                      <C>              <C>
                                                      April 30, 2004   April 30, 2003
                                                      --------------   --------------

Current assets:
  Cash                                                $    4,632       $   46,137
                                                      -----------      -----------
   Total assets                                            4,632           46,137
                                                      -----------      -----------

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------



Current liabilities:
  Accrued expenses                                         3,000                -
                                                      -----------      -----------
     Total liabilities                                     3,000                -
                                                      -----------      -----------

Stockholders' equity:
  Preferred stock, 20,000,000
   authorized, par value
   $.0001; none issued and
   outstanding                                                 -                -
  Common stock, 100,000,000
   authorized, $.0001 par value;
   5,165,000 issued and outstanding                          517              517
  Additional paid in capital                              45,783           45,783
  Deficit accumulated during the
   development stage                                     (44,668)            (163)
                                                      -----------      -----------

     Total stockholders' equity                            1,632           46,137
                                                      -----------      -----------
     Total liabilities and stockholders' equity       $    4,632           46,137
                                                      ===========      ===========


</TABLE>


See accompanying notes to financial statements.



<PAGE>


MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
--------------------------------

<TABLE>
<CAPTION>

                                                                                                  Period from
                                                                                April 4, 2003    April 4, 2003
                                                                                 (inception)      (inception)
                                                                                  through          through
                                                              April 30, 2004    April 30, 2003   April 30, 2004
                                                              --------------    --------------   --------------
<S>                                                           <C>               <C>              <C>

Revenue                                                         $         -       $         -      $         -

Selling, general and administrative expenses                         44,505               163           44,668
                                                                -----------       -----------      -----------

Loss from operations                                                (44,505)             (163)         (44,668)
                                                                -----------       -----------      -----------

Provision (benefit) for income taxes                                      -                 -                -
                                                                -----------       -----------      -----------

Net loss                                                        $   (44,505)      $      (163)     $   (44,668)
                                                                ===========       ===========      ===========



Basic and diluted loss per share                                $     (0.01)      $         -
                                                                ===========       ===========

Basic and diluted weighted average shares outstanding             5,165,500         2,127,712
                                                                ===========       ===========

</TABLE>

See accompanying notes to financial statements.



<PAGE>


MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
---------------------------------------------

<TABLE>
<CAPTION>

                                                                            Accumulated
                                          Common Stock                        Deficit
                                       -------------------    Additional     Development
                                        Shares     Amount   Paid-In Capital     Stage      Total
                                       ---------  --------  ---------------  -----------  --------

<S>                                    <C>        <C>         <C>             <C>         <C>
Balance, April 4, 2003 (inception)             -  $     -     $      -        $      -    $     -

Initial capital contributions          4,750,000      475        4,275               -       4,750

Common stock issued for cash             415,500       42       41,508               -      41,550

Net loss - April 30, 2003                      -        -            -            (163)       (163)
                                       ---------  -------     --------        --------    --------

Balance, April 30, 2003                5,165,500  $   517     $ 45,783        $    163    $ 46,137

Net loss - April 30, 2004                      -        -            -         (44,505)    (44,505)
                                       ---------  -------     --------        --------    --------

Balance, April 30, 2004                5,165,500  $   517     $ 45,783        $(44,668)   $  1,632
                                       =========  =======     ========        ========    ========

</TABLE>


See accompanying notes to financial statements.



<PAGE>


MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
--------------------------------

<TABLE>
<CAPTION>

                                                                                          Period from
                                                                        April 4, 2003    April 4, 2003
                                                                         (inception)      (inception)
                                                       Year Ended         through          through
                                                      April 30, 2004    April 30, 2003   April 30, 2004
                                                      --------------    --------------   --------------
<S>                                                   <C>               <C>              <C>




Cash flows from operating activities:
  Net loss                                            $ (44,505)        $    (163)       $ (44,668)
  Increase in accounts payable                            3,000                 -            3,000
                                                      ---------         ---------        ---------
  Net cash used in operating  activities                (41,505)             (163)         (41,668)
                                                      ---------         ---------        ---------
  Cash flows from financing activities
    Common stock issued for cash                              -            41,550           41,505
    Initial capital contribution                              -             4,750            4,750
                                                      ---------         ---------        ---------
  Net cash provided by financing activities                   -            46,300           46,300
                                                      ---------         ---------        ---------

  Net increase in cash                                  (41,505)           46,137            4,632
                                                                        ---------        ---------
  Cash at beginning of period                            46,137                 -                -
                                                      ---------         ---------        ---------

  Cash at end of period                               $   4,632            46,137            4,632
                                                      =========         =========        =========


  Supplementary information:
  --------------------------
    Cash paid for:
      Interest                                        $       -         $       -        $       -
                                                      =========         =========        =========
      Income taxes                                    $       -         $       -        $       -
                                                      =========         =========        =========


</TABLE>

See accompanying notes to financial statements.



<PAGE>

MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
--------------------------------


NOTE 1 - DESCRIPTION OF BUSINESS AND DEVELOPMENT STAGE RISK
-----------------------------------------------------------

Medallion Crest Management, Inc was incorporated on April 4, 2003 in order
to create and realize value by identifying and making opportunistic real
estate investments by the direct acquisition, rehabilitation, financing and
management of real properties in Dade, Broward and Palm Beach County, Florida.

The Company has no revenues to date.  Since its inception, the Company has
been dependent upon the receipt of capital investment to fund its
continuing activities.  In addition to the normal risks associated with a
new business venture, there can be no assurance that the Company's business
plan will be successfully executed.  Our ability to execute our business
model will depend on our ability to obtain additional financing and achieve
a profitable level of operations.  There can be no assurance that
sufficient financing will be obtained.  Nor can we give any assurance that
we will generate substantial revenues or that our business operations will
prove to be profitable.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

Cash and Cash equivalents
-------------------------

The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.  The Company has
no cash equivalents.

Use of Estimates
----------------

The preparation of financial statements in conformity with general accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures.  Accordingly, actual
results could differ from those estimates.

Basic and Diluted Earnings Per Share
------------------------------------

Basic income per common share is computed by dividing the net income by the
weighted average number of shares of common stock outstanding during the
year.  Diluted income per common share is determined using the weighted-
average number of common shares outstanding during the year, adjusted for
the dilutive effect of common stock equivalents, consisting of shares that
might be issued upon exercise of common stock options.  In periods where
losses are reported, the weighted-average number of common shares
outstanding excludes common stock equivalents, because their inclusion
would be anti-dilutive.

<PAGE>

MEDALLION CREST MANAGEMENT, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
--------------------------------



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

Revenue Recognition
-------------------

The Company will recognizes revenue when:

*       Persuasive evidence of an arrangement exists;
*       Shipment has occurred;
*       Price is fixed or determinable; and
*       Collectability is reasonably assured.


NOTE 3 - EQUITY TRANSACTIONS
----------------------------

Common Stock Issued for Cash
----------------------------

During the period ended April 30, 2003, the Company issued 4,750,000 of
common stock to initial investors for cash.  The Company valued the shares
at $.001 per share, for a total of $4,750.

Also during the period ended April 30, 2003, the Company issued 415,500 of
common stock at $.10 per share, for a total of $41,550.


NOTE 4 - INCOME TAXES
---------------------

For income tax purposes, the Company has elected to capitalize start-up
costs incurred during the period ended April 30, 2004 and totaling $44,505.
The start-up costs will be amortized over sixty months beginning in the
year of initial operations.


NOTE 5 - GOING CONCERN
----------------------

The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.  The Company reported net losses
of $(44,505) for the year ended April 30, 2004 and $(163) for the period
ended April 30, 2003.  Additional capital and/or borrowings will be
necessary in order for the Company to continue in existence until attaining
and sustaining profitable operations.

<PAGE>




<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, on August 10, 2004.

                MEDALLION CREST MANAGEMENT, INC.

        By:     /s/ Sean Miller
                -------------------
		Sean Miller
		Principal Executive Officer,
                Principal Financial Officer
                and Chairman


	In accordance with the requirements of the Exchange Act, this
report has been signed by the following persons on behalf of the
registrant and in the capacities indicated on August 10, 2004.

/s/ Sean Miller               Principal Executive Officer, Principal
---------------               Financial Officer, Principal Accounting
Sean Miller                   Officer and Director


/s/ Rose Cabasso              Vice President, Secretary and Director
----------------
Rose Cabasso


<PAGE>