UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C.
20549

FORM 10-KSB

(Mark One)

|[X]  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
      OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended
      December 31, 2005
|---- | --------------------------------------------------------------------------------------------------------------------------------------------
|[  ] | 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                                                                                  
|                                                                  | (State or other jurisdiction of incorporation or
      organization)                    
|                                                                  |                                                                                         
|                                                                  | **#1305 - 1090 West
      Georgia Street****Vancouver,
      British Columbia, Canada,**
|                                                                  | (Address of principal executive offices)                                                
|                                                                  |                                                                                         
|Issuers telephone number(604)
      685-9316                    
|                                                                  |                                                                                         
|Securities registered pursuant to Section 12(b) of the
      Act: |                                                                                         
|                                                                  | Title of each class                                                                     
|                                                                  | Nil                                                                                     
|                                                                  |                                                                                         
|Securities registered pursuant to Section 12(g) of the
      Act:
|                                                                  | Common
      Shares, par value $0.001                                                   
|                                                                  | (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.
[ ]

State issuers revenues for its most
recent fiscal year.Nil

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12-b-2 of theExchange Act). Yes [X] No [
]

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2

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
prices of such common equity, as of a specified date within 60 days. (See
definition of affiliate in Rule 12b-2 of the Exchange Act.)

As of March 7, 2006, the aggregate
market value of the common voting stock held by non-affiliates of the issuer,
based upon the closing price of $0.03 per share in our private placement
closed on January 19, 2006, was approximately $592,500.

Note: If determining whether a person is
an affiliate will involve an unreasonable effort and expense, the issuer may
calculate the aggregate market value of the common equity held by non-affiliates
on the basis of reasonable assumptions, if the assumptions are
stated.

(ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS)

Check whether the issuer has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Exchange Act after the distribution of securities under a plan confirmed by a
court.Yes [ ] No [X]

(APPLICABLE ONLY TO CORPORATE
REGISTRANTS)

State the number of shares outstanding of
each of the issuers classes of equity stock, as of the latest practicable
date.

31,100,006 common shares issued and
outstanding as of March 7, 2006.

DOCUMENTS INCORPORATED BY
REFERENCE

If the following documents are
incorporated by reference, briefly describe them and identify the part of the
Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the Securities Act of 1933 (Securities Act). The listed documents
should be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1990).

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

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|           | MEDINA INTERNATIONAL CORP.                                                        |   
|---------- | --------------------------------------------------------------------------------- | --
|           | ANNUAL REPORT ON FORM
      10-KSB                                                |   
|           | TABLE OF CONTENTS                                                                 |   
|           |                                                                                   |   
|PART I     |                                                                                   | 1 
|ITEM1.     | DESCRIPTIONOFBUSINESS                                                             | 1 
|           | RISKSRELATING TOOURBUSINESS                                                       | 3 
|           | RISKSASSOCIATEDWITHOURCOMMONSTOCK                                                 | 6 
|ITEM2.     | DESCRIPTION OFPROPERTY                                                            | 7 
|ITEM3.     | LEGALPROCEEDINGS                                                                  | 7 
|ITEM4.     | SUBMISSION OFMATTERS TO AVOTE OFSECURITYHOLDERS                                   | 7 
|           |                                                                                   |   
|PART II    |                                                                                   | 7 
|ITEM5.     | MARKET FORCOMMONEQUITY ANDRELATEDSTOCKHOLDERTRANSACTIONS                          | 7 
|ITEM6.     | PLAN OFOPERATION                                                                  | 8 
|ITEM7.     | FINANCIALSTATEMENTS                                                               | 12
|ITEM8.     | CHANGES INREGISTRANTSCERTIFYINGACCOUNTANT                                        | 26
|ITEM8A.    | CONTROLS ANDPROCEDURES                                                            | 26
|           |                                                                                  
|PART III   |                                                                                   | 26
|ITEM9.     | DIRECTORS, EXECUTIVEOFFICERS,
      PROMOTERS ANDCONTROLPERSONS;
      COMPLIANCE | 26
|           | WITHSECTION16(A)OF THEEXCHANGEACT                                                 |   
|ITEM10.    | EXECUTIVECOMPENSATION                                                             | 30
|ITEM11.    | SECURITYOWNERSHIP OFCERTAINBENEFICIALOWNERS ANDMANAGEMENT AND                     |   
|           | RELATEDSTOCKHOLDERS                                                               | 31
|ITEM12.    | CERTAINRELATIONSHIPSANDRELATEDTRANSACTIONS                                        | 31
|ITEM13.    | EXHIBITS                                                                          | 32
|ITEM14.    | PRINCIPALACCOUNTANTFEESANDSERVICESAUDITFEES                                       | 33
|           |                                                                                  
|SIGNATURES | 33                                                                               

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PART I

Item 1. Description Of Business

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may, will, should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including
the risks in the section entitled Risk Factors, that may cause our or our industrys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance
or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable
law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars.

Unless otherwise indicated, all references to we, us, our and Medina means Medina International Corp.

Corporate Overview

Our company was incorporated in the State of Nevada on May 22, 2002. Our principal executive and head offices are located at #1305 - 1090 West Georgia Street, Vancouver, British Columbia, Canada.

Since our inception, our business has been to provide professional consulting services for the technical and economic evaluation of petroleum and natural gas resources. The primary services that we offered were conducting
due diligence on petroleum and natural gas projects, identifying potential petroleum and natural gas projects available for acquisition by clients and the provision of professional services to petroleum and natural gas clients primarily in the
technical areas of geology, geophysics and petroleum engineering. In order to have achieved the goal of offering those services at the standard we were aiming for, we should have retained a strong database of highly experienced consultants. We were
not successful in retaining such consultants because of a lack of money and the difficulties involved in recruiting and hiring such qualified individuals. Management determined that we should wait until our business operations expanded before hiring
outside consultants. This was a reasonable decision because our officers and directors were experienced in the consulting areas and were capable of performing most, if not all, of the services that we offered.

We were not successful in fully implementing our initial business plan for the consulting services and have decided to no longer offer consulting services to oil and gas companies. To better protect stockholder interests
and provide future appreciation, management have conducted an in-depth analysis of our business and decided to find a product that we will be able to develop and license or sell. The product that we have found is a method of detecting peroxide based
explosives.

Accordingly, on February 1, 2006, we announced that we had signed a patent purchase agreement with Dr. Ehud Keinan. The patent, U.S. Patent No. 6,767,717, describes an invention that provides a method of detection of
peroxide based explosives. Through a consulting services agreement that we signed at the same time, Dr. Ehud Keinan, the inventor of the method described in the patent, has agreed to provide consulting services to us in order to develop the patent
into a commercially viable product.

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From our inception until the decision to abandon the consulting services business on February 1, 2006, we have offered consulting services to oil and gas companies in Canada and the United States. As of December 31, 2005,
we had not realized any significant revenues from operations. Our principal activities consisted of raising capital through the sale of its securities.

Our Current Business

With the execution of the Patent Purchase Agreement to acquire U.S. Patent No. 6,767,717, we changed our current mission to leverage our technology and unmatched capabilities in the field of explosive detection devices, to
commercialize a series of compelling and easy to use products for accurate and immediate detection of explosives and other suspected substances such as drugs of abuse, biological contamination and others.

Employees

We do not currently have any employees (other than Mr. DeMare, our sole director and officer who, at present, has not signed an employment or consulting agreement with us). Upon the completion of the Patent Purchase
Agreement, we may hire up to 6 employees over the next 12 month period, including a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Technician, Technical Designer, Sales Agent and Manager and other administrative staff. We
plan to outsource contract employment as needed.

Competition

When we complete our acquisition of U.S. Patent No. 6,767,717 and the related intellectual property for our potential explosive detection device products, we will be competing with other developers and manufacturers of
explosive detection device. Several corporate announcements have recently appeared in the media about efforts to develop devices that detect Triacetone Triperoxide (also known as TATP). Most of these devices are based on air-sampling followed by
spectral analysis using various methods. These instruments, which are quite heavy and expensive, are designed primarily for checkpoint stations, such as airports. Nevertheless, none of them can compete with the our potential peroxide based explosive
detection device, which is a small, disposable device, portable, easy to operate for quick analysis by anybody at any location. Another relevant development that has recently been introduced to the explosives detection market is a multipurpose
portal, which is already in use at major airports. The leading company in this market is GE.

Intellectual Property

Our success will depend in part on our ability, and the ability of our future licensees, to obtain patent protection for our technology and processes we acquired under the Patent Purchase Agreement from Dr. Ehud Keinan.
Under the Patent Purchase Agreement we have the exclusive right to purchase the technology covered by United States Patent No. 6,767,717 issued on July 27 2004.

The U.S. Patent No. 6,767,717 relates to the method for the detection of explosives. The abstract describes a method of detecting a peroxide-based explosive in a sample suspected of consisting of or comprising such
explosive, which method comprises dissolving said sample in a suitable organic solvent, contacting the solution with an aqueous solution of a strong acid capable of decomposing said explosive to release hydrogen peroxide, and contacting the
resulting mixture with a peroxidase enzyme. The invention also provides a kit for use in the method of the invention.

RISK FACTORS

This annual report on Form 10-KSB contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of these terms or
other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled Risk Factors on pages 3 to 6, that may cause our or our
industrys actual results, levels of activity, performance or achievements to

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be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of
the forward-looking statements to conform these statements to actual results.

Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.

Risks Relating to Our Business

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We incurred net losses of $157,665 for the year ended December 31, 2005 and $21,497 for the year ended December 31, 2004. On December 31, 2005, we had cash of $2,002. We anticipate that we will require up to
approximately $1,439,000 to fund the implementation of our new business plan and research and development for our potential explosive detection products for the next twelve-month period. Although we intend to raise the money required to fund our
operations during this period of time from the sale of our equity securities, there can be no assurance that we will be able to do so. These circumstances caused our independent auditors to include an explanatory paragraph in their report dated
March 2, 2006, regarding their concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

If we are unable to obtain additional funding our business operations will be harmed and if we do obtain additional financing our then existing shareholders may suffer substantial dilution.

We will require in excess of $1,439,000 in additional funds to sustain and develop our potential explosive detection products. Additional capital will be required to effect these operations and to otherwise implement
our overall business strategy. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to
continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our plans and possibly cease our operations. Any additional equity financing may involve substantial dilution to our then
existing shareholders.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have no history of revenues from operations and have no significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. We have not completed our
acquisition of U.S. Patent No. 6,767,717 and our company has no operating history in the business of research and development of explosive detection device. Accordingly, we must be considered in the development stage. Our success is significantly
dependent on a successful development and commercialization of our potential explosive detection products. Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from
the absence of a significant operating history. We may be unable to develop a useful explosive detection device or achieve commercial acceptance of our potential explosive detection device or operate on a profitable basis. We are in the development
stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of
their investment in our company.

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We have planned to acquire rights to certain patented intellectual property; however, we may not be successful in developing or marketing commercially viable products incorporating the intellectual property, which
could add expense and delay operations.

We plan to acquire U.S. Patent No. 6,767,717 and its related technology for our potential explosive detection products but have not yet commercially exploited such intellectual property through the development of final
products. We may never be able to develop or market products incorporating the intellectual property.

There is uncertainty over whether intellectual property we plan to acquire infringes on the rights of third parties, which could add expense and delay operations.

We plan to acquire U.S. Patent No. 6,767,717 from Dr. Ehud Keinan for $120,000. While Dr. Keinan has represented to us that, to the best of his knowledge, the explosive detection technology covered by the Patent does
not infringe on the rights of any third party, neither Dr. Keinan nor our company undertook a formal patent search or other investigation as to whether the detection technology infringes on the rights of any third party. In the event it is
ultimately found that this technology does infringe on the rights of a third party, we may be prohibited from developing or marketing products incorporating the technology and we may be liable for damages to the third party upon whose technology we
may have infringed

We may be unable to protect our proprietary rights, thereby permitting competitors to develop the same or similar products and technologies to ours, which could add expense and delay operations.

Our future results and ability to compete will be dependent, in large part, upon the marketing and sales of our proprietary potential products and technologies, the development of future proprietary products and
technologies and the commercialization of purchased patented technologies. While we have received a U.S. patent covering certain of aspects of our potential explosive detection products, the patent may be successfully challenged and will not
provided us with meaningful proprietary protections or that we may not have the financial resources to mount sustained patent defense. We could also incur substantial costs in asserting our intellectual property or proprietary rights against others
or if others assert their rights against us. The failure to successfully protect our intellectual property and proprietary rights could enable others to duplicate or claim rights to our potential explosive detection products or otherwise develop
similar or competitive products which may result in decreases in our future results of operations, liquidity and cash flows. Any such decreases may correspondingly decrease the market price of our common stock.

We face severe competition from other explosive detection companies, many of whom have greater resources than we do, which could cause us to lose sales add expense and delay our operations.

Once we complete our acquisition of U.S. Patent No. 6,767,717 and the related intellectual property, we will have to complete against companies that are also in the development, manufacturing and sales of explosive
detection devices. We may be unable to effectively compete in the marketplaces in which we plan to operate. There are several other explosive detection providers that have significant inroads to the market sector. There are also government
compliance issues that certain of our competitors in this field have already overcome.

Our principal research and development facilities are located in Israel and the unstable military and political conditions of Israel may cause interruption or suspension of our business operations without
warning.

Once we complete our acquisition of U.S. Patent No. 6,767,717 and the related intellectual property, our principal research and development facilities will be located in Israel. As a result, we shall be directly influenced
by the political, economic and military conditions affecting Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors and, since September 2000, involving the
Palestinian population, and a state of hostility, varying in degree and intensity, has led to security and economic problems for Israel and companies based in Israel. Acts of random terrorism periodically occur which could affect our operations or
personnel.

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In addition, Israeli-based companies and companies doing business with Israel, have been the subject of an economic boycott by members of the Arab League and certain other predominantly Muslim countries since Israels
establishment. Although Israel has entered into various agreements with certain Arab countries and the Palestinian Authority, and various declarations have been signed in connection with efforts to resolve some of the economic and political problems
in the Middle East, we cannot predict whether or in what manner these problems will be resolved. Also, since the end of September 2000, there has been a marked increase in the level of terrorism in Israel, which has significantly damaged both the
Israeli economy and levels of foreign and local investment.

Furthermore, certain of our future officers and employees may be obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called up for active military duty at any time. All Israeli
male citizens who have served in the army are subject to an obligation to perform reserve duty until they are between 45 and 54 years old, depending upon the nature of their military service.

Because some of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the management for misconduct and may not be able to enforce judgement and civil liabilities
against our officers, directors, experts and agents.

Following the completion of our acquisition of U.S. Patent No. 6,767,717 and the related intellectual property, most of our directors and officers will be nationals and/or residents of countries other than the United
States, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including
judgments predicated upon the civil liability provisions of the securities laws of the United States or any U.S. state.

Investors' interests in our company will be diluted and investors may suffer dilution in their net book value per share if we issue additional shares or raise funds through the sale of equity
securities.

Our Certificate of Incorporation authorizes the issuance of 350,000,000 shares of common stock. Our board of directors has the authority to issue additional shares up to the authorized capital stated in the certificate of
incorporation. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to obtain additional financing in the future. The issuance of any such shares may result in a reduction of the book value or
market price of the outstanding shares of our common stock. It will also cause a reduction in the proportionate ownership and voting power of all other stockholders. Further, any such issuance may result in a change of control of our
company.

Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and
reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or
officers.

Our by-laws do not contain anti-takeover provisions which could result in a change of our management and directors if there is a take-over of our company.

We do not currently have a shareholder rights plan or any anti-takeover provisions in our by-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in
our management and directors.

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Risks Associated With Our Common Stock

There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock and such a market may not develop or be sustained. Our common stock is eligible for quotation on the National Association of Securities Dealers Inc.s
OTC Bulletin Board but at the date hereof there has been no trade for our common stock. We cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will
materialize. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common
stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our common
stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and
volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies. As we are a development stage company such fluctuations may negatively affect the market price of our common stock.

Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Investors seeking dividend income or liquidity should not
invest in our common stock.

Our stock is a penny stock. Trading of our stock may be restricted by the SECs penny stock regulations and the NASDs sales practice requirements, which may limit a stockholders ability to buy and
sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines penny stock to be any equity security that has a market price (as defined) less than $5.00
per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than
established customers and accredited investors. The term accredited investor refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document
in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customers account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customers confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these
penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

In addition to the penny stock rules promulgated by the Securities and Exchange Commission, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have
reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about
the customers financial status, tax status, investment objectives and other information. Under

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interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for
broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.

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. There is no written lease agreement or other written contract for the space use.

Item 3. Legal Proceedings

We are not 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

There were no matters submitted to a vote of our security holders either through solicitation of proxies or otherwise in the forth quarter of the fiscal year ended December 31, 2005.

PART II

Item 5. Market for Common Equity and Related Stockholder Transactions

Our shares of common stock were initially approved for quotation on the OTC Bulletin Board under the symbol MNAI on September 14, 2004. Our shares became ineligible for quotation on the OTC Bulletin Board on September 22,
2004 but remained eligible for quotation on the Pink Sheets. Our common stock became eligible again for quotation on the OTC Bulletin Board on November 11, 2004. Accordingly, our shares are currently quoted both on the OTC Bulletin Board and the
Pink Sheets. On February 6, 2006, as a result of our seven for one forward split, the National Association of Securities Dealers, Inc. changed our trading symbol to MDIN.

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.

Outstanding Shares and Shareholders of Record

At March 7, 2006, there were 31,100,006 shares of our common stock issued and outstanding. These shares were held by approximately thirty-six (36) 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.

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Recent Sales of Unregistered
Securities

On January 19, 2006, we closed a private
placement consisting of 1,442,858 shares (10,100,006 shares post-split) of our
common stock at a price of $0.03 per share for gross proceeds of $43,285.74. We
received promissory notes for the full amount, payable upon our demand. We
issued the securities to eight (8) non-U.S. persons (as that term is defined in
Regulation S of the Securities Act of 1933) in an offshore transaction relying
on Regulation S and/or Section 4(2) of the Securities Act of 1933 and to one (1)
U.S. Accredited Investor (as this term is defined in Regulation D under the 1933
Act).

On January 24, 2006, our board of
directors approved a seven (7) for one (1) forward stock split of our
authorized, issued and outstanding shares of common stock. We amended our
Articles of Incorporation by filing a Certificate of Change with the Nevada
Secretary of State wherein we stated that we will issue seven shares for every
one share of common stock issued and outstanding immediately prior to the
effective date of the forward stock split. The change in our Articles of
Incorporation was effected with the Nevada Secretary of State on January 25,
2006. As a result, our authorized capital increased from 50,000,000 to
350,000,000 shares of common stock with a par value of $0.001. This increased
the issued and outstanding share capital from 4,442,858 shares of common stock
to 31,100,006 shares of common stock.

On February 20, 2006, we began the private
placement to raise the $1,000,000 required under the Patent Purchase Agreement
by offering up to 1,500,000 units of our securities at $1.00 per unit, with each
unit comprising one share of our common stock and one share purchase warrant to
purchase one share of our common stock at the price of $1.50 per share. As of
March 7, 2006, we have received total subscription of $1,188,000. We agreed to
pay a finders fee in cash equal to 8% on the $1,100,000 of the proceeds raised
to two finders.

Item 6. Plan of
Operation

Overview

Discussion of our financial condition and
results of operations should be read in conjunction with the consolidated
audited financial statements and the notes to consolidated audited financial
statements included elsewhere in this filing prepared in accordance with
accounting principles generally accepted in the United States. This discussion
contains forward-looking statements that reflect our plans, estimates and
beliefs. Our actual results could differ materially from those anticipated in
these forward-looking statements.

Our management has decided to abandon the
oil and gas consulting business and plans to become engaged in the business of
the development of methods of explosives detection. On February 1, 2006, we
entered into a Patent Purchase Agreement with Dr. Ehud Keinan, a Consulting
Services Agreement with Dr. Keinan and BioTech Knowledge LLC and a letter
agreement with BioTech Knowledge LLC. The patent that we have agreed to purchase
describes a method of detection of peroxide based explosives. Through the
Consulting Services Agreement, Dr. Ehud Keinan, the inventor of the method
described in the patent, has agreed to provide consulting services to us in
order to develop the patent into a commercially viable product.

BioTech Knowledge LLC is a limited
liability company incorporated under the laws of the state of Delaware, whose
sole member is Dr. Keinan. Through BioTech Knowledge LLC, Dr. Keinan is the
beneficial owner of 10,200,001 shares of our company, which is approximately 33%
of the issued and outstanding shares.

The Patent Purchase Agreement covers the
purchase of U.S. Patent No. 6,767,717 by us from Dr. Keinan. The Consulting
Services Agreement engages Dr. Keinan as a consultant to the Company. The letter
agreement contains obligations, representations and warranties of both the
parties that govern their conduct up to and including the closing date of the
patent purchase, which is scheduled to be March 13, 2006.

Over the next twelve months, we plan to
develop and commercialize the detection device for peroxide based explosive
using the intellectual property covered in U.S. Patent No. 6,767,717. Pursuant
to the consulting agreement Dr. Keinan, the inventor of the detection device
described in the Patent, will provide us with consultant services and will
continue to work on the development of the product into a marketable
device.

---

9

Cash
Requirements

For the next 12 months we plan to expend a
total of approximately $1,439,000 in implementing our new business plan of
developing and commercializing out potential explosive detection devise.
Pursuant to the Patent Purchase Agreement with Dr. Keinan, we have to pay cash
$120,000 to Dr. Keinan for the assignment of U.S. Patent No. 6,767,717 and the
related intellectual property. We will also be obligated to pay BioTech
Knowledge LLC, a wholly owned company of Dr. Keinan, $3,000 per month for
consulting services to be provided by Dr. Keinan. In addition, we estimate our
operating expenses and working capital requirements for the next twelve months
to December 31, 2006 to be as follows:

|Estimated Expenses to
      December 31, 2006 |   |          
|--------------------------------------------- | - | ---------
|                                             
|Product Research and
      Development        | $ | 449,000  
|                                             
|Sales and
      Marketing                     | $ | 240,000  
|Officer and Employee
      Compensation       | $ | 550,000  
|General and
      Administrative              | $ | 200,000  
|                                             
|Total                                         | $ | 1,439,000
|                                              |   |          

We plan to conduct further research and
development to improve upon the prototype explosive detection device developed
using the intellectual property covered by U.S. Patent No. 6,767,717 in the next
12 months. We plan to improve the prototype so it may gain acceptance to the
addressable market and so we may move into the full production phase. We
anticipate our research and development costs for the next 12 months will be
approximately $449,000.

Sales and Marketing

We anticipate that we may spend up to
$240,000 in the next 12 months in the sales and marketing of our potential
explosive detection products. This amount reflects our commitment to invest in
promotional activities for our potential products. We plan to introduce our
potential products to the addressable markets such as the law enforcement
agencies, military, airport security personnel and others employed in security
checkpoints at other locations vulnerable to terrorist attacks.

Officer and Employee
Compensation

We plan to employ three executive officers
including a Chief Executive Officer, a Chief Financial Officer and a Chief
Operating Officer. As a result of our change in business focus, we intend to
hire suitable individuals with specific industry knowledge in the explosive
detection business for additional positions within the next 12 month period.
Pursuant to a Consulting Services Agreement we entered with BioTech Knowledge
LLC, a company wholly owned by Dr. Keinan, we agree to pay $3,000 per month for
consulting services to be provided by Dr. Keinan. Together with this contractual
obligation we anticipate we may spend up to approximately $550,000 in officer
and employee compensation during the next 12 months.

General
Administration

We anticipate spending approximately
$200,000 on general and administration costs in the next 12 months. These costs
will consist primarily of accounting fees, banking, legal fees and telephone and
utility bills.

Trends and
Uncertainties

Our ability to generate revenues in the
future is dependent on whether our potential customers buy our products. We
cannot predict whether or when this might happen and this causes uncertainty
with respect to the growth of our company and our ability to generate
revenues.

---

-10

Liquidity and Capital
Resources

Overview

As of December 31, 2005, we had cash in
the amount of $2,002 and $98,889 in current liabilities. We had a working
capital deficiency of $96,841 as of December 31, 2005.

We currently anticipate that we will
generate revenues in the long-term as we further develop the product, conduct
marketing activities and generate sales. However, our cash flow projections are
subject to numerous contingencies and risk factors beyond our control, including
market acceptance of our product, competition from well-funded competitors, and
our ability to manage our expected growth. We can offer no assurance that our
company will generate cash flow sufficient to meet our capital expenditure
requirements. If we do not generate significant cash flow from sales of our
potential products, we will require additional monies during fiscal year ending
December 31, 2006 to execute our business plan.

There are no assurances that we will be
able to obtain funds required for our continued operation. There can be no
assurance that additional financing will be available to us when needed or, if
available, that it can be obtained on commercially reasonable terms. If we are
not able to obtain the additional financing on a timely basis, we will not be
able to meet our other obligations as they become due and we will be forced to
scale down or perhaps even cease the operation of our business.

There is substantial doubt about our
ability to continue as a going concern as the continuation of our business is
dependent upon obtaining further long-term financing, successful and sufficient
market acceptance of any product offerings that we may introduce, the continuing
successful development of our product offerings and related technologies, and,
finally, achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.

Recent Private
Placements

On January 19, 2006, we closed a private
placement consisting of 1,442,858 shares (10,100,006 shares post-split) of our
common stock at a price of $0.03 per share for gross proceeds of $43,286. We
received promissory notes for the full amount, payable upon our demand. As of
March 7, 2006, we had not yet demanded payment of the promissory
notes.

On January 24, 2006, our board of
directors approved a seven (7) for one (1) forward stock split of our
authorized, issued and outstanding shares of common stock. We amended our
Articles of Incorporation by filing a Certificate of Change with the Nevada
Secretary of State wherein we stated that we will issue seven shares for every
one share of common stock issued and outstanding immediately prior to the
effective date of the forward stock split. The change in our Articles of
Incorporation was effected with the Nevada Secretary of State on January 25,
2006. As a result, our authorized capital increased from 50,000,000 to
350,000,000 shares of common stock with a par value of $0.001. This increased
the issued and outstanding share capital from 4,442,858 shares of common stock
to31,100,006 shares of common stock.

Pursuant to the Patent Purchase Agreement,
we have agreed to raise, within 6 months after the date of closing of the patent
purchase, at least $1,000,000 in equity, loans (whether or not convertible) or
other credit arrangement, in order to finance the development and marketing of
products described in the patent. If we do not meet this obligation, we will be
required to transfer the patent back to Dr. Keinan all the rights to the patent
free and clear of any claims, pledges or other third party rights, but any
payments that we may have already made under the patent purchase agreement will
be non-refundable.

On February 20, 2006, we began the private
placement to raise the $1,000,000 required under the Patent Purchase Agreement
by offering up to 1,500,000 units of our securities at $1.00 per unit, with each
unit comprising one share of our common stock and one share purchase warrant to
purchase one share of our common stock at the price of $1.50 per share. As of
March 7, 2006, we have received total subscription of $1,188,000. We agreed to
pay a

---

-11

finders fee in cash equal to 8% on
$1,100,000 of the proceeds raised to two finders. We plan to use $200,000
from these subscription proceeds to pay for U.S. Patent No., 6,767,717 and
related operating expenses of the company.

Based on our current plan of operations,
we only have sufficient funds for the next 8 months, after which time we will
require additional funds to continue our business plan. In the event that we are
unable to raise additional financing in the next 12 months, and fail to generate
any cash flow, we may modify our operations plan accordingly. These funds may be
raised through equity financing, debt financing, or other sources, which may
result in further dilution in the equity ownership of our shares. There is still
no assurance that we will be able to maintain operations at a level sufficient
for an investor to obtain a return on his investment in our common stock.
Further, we may continue to be unprofitable.

Critical Accounting
Policies

Income Taxes

We have 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.

Share Based
Compensation

We have 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). We have 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, 2005, no options or similar instruments have been granted.

Recent Accounting
Pronouncements

The Financial Accounting Standards Board
(FASB) has issued Statement of Financial Accounting Standards No. 123(R) Share
Based Payments (SFAS 123(R)). SFAS 123(R) amends SFAS 123 by requiring share
based payments to be accounted for at fair value. SFAS 123(R) is effective for
public companies for interim or annual periods beginning after June 15,
2005.

The FASB has also issued SFAS No. 155
Accounting for Certain Hybrid Financial Instruments - an amendment of FASB
Statements No 133 and 140 (SFAS 153), which is effective for fiscal years
beginning after September 15, 2006. SFAS 155 permits fair value remeasurement
for any hybrid financial instrument that contains an embedded derivative. The
adoption of SFAS 155 is not expected to have an effect on our financial
position.

The FASB has also issued SFAS No. 154
Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20
and FASB Statement No. 3 (SFAS 154), which is effective for fiscal years
ending after December 15, 2005. SFAS 154 requires that changes in accounting
policy be accounted for on a retroactive basis. The adoption of SFAS 154 is not
expected to have an effect on our financial position.

Going Concern

Due to the uncertainty of our ability to
meet our current operating and capital expenses, in their report on our audited
financial statements for the fiscal year ended December 31, 2005, our
independent auditors included an explanatory paragraph regarding substantial
doubt about our ability to continue as a going concern. Our financial statements
contain additional note disclosures describing the circumstances that lead to
this disclosure by our independent auditors.

---

-12

Off-Balance Sheet Arrangements

Our company has no outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. Our company does not engage in trading activities involving
non-exchange traded contracts.

Item 7. Financial Statements

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following consolidated financial statements are filed as part of this annual report:

---

MEDINAINTERNATIONALCORP.

(A Development Stage
Company)

FINANCIAL STATEMENTS FOR
THEYEARS ENDED DECEMBER 31, 2005, 2004 AND
PERIOD FROM INCEPTION (MAY 22, 2002) TO DECEMBER 31, 2005

F-13

---

MEDINA INTERNATIONAL
CORP.(A Development Stage
Company)

I N D E X

|Reports of Independent Registered Public Accounting
      Firms                  | F-3 to F-4 
|-------------------------------------------------------------------------------- | -----------
|                                                                                
|Balance Sheet                                                                    |            
|December 31,
      2005                                                          | F-5        
|                                                                                
|Statements of Operations                                                         |            
|Years Ended December
      31, 2005 and 2004 and Cumulative Amounts from         |            
|Inception (May 22,
      2002) to December 31, 2005                              | F-5        
|                                                                                
|Statement of Stockholders Equity (Deficit)                                      |            
|Period from Inception
      (May 22, 2002) to December 31, 2002, and Years Ended |            
|December 31, 2003,
      2004 and 2005                                           | F-7        
|                                                                                
|Statements of Cash Flows                                                         |            
|Years Ended December
      31, 2005 and 2004 and Cumulative Amounts from         |            
|Inception (May 22,
      2002) to December 31, 2005                              | F-8        
|                                                                                
|Notes to Financial Statements                                                    | F-9 to F-13

F-14

---

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

The Board of Directors and
StockholdersMedina International
Corp.Vancouver, BC

We have audited the accompanying balance
sheet of Medina International Corp. as of December 31, 2005 and the related
statements of operations, changes in stockholders equity (deficit) and cash
flows for the year then ended and for the cumulative period from May 22, 2002
(inception) to December 31, 2005. 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 audit 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 consolidated financial statements are free of
material misstatement. The Company has determined that it is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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 audit provides 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, 2005, and the results
of their operations and their cash flows for the year then ended and for the
cumulative period from May 22, 2002 (inception) to December 31, 2005, 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 2, the Company has incurred losses since inception and has not
commenced principal operations. 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/ Gordon, Hughes & Banks,
LLPDenver, ColoradoMarch 2, 2006

F-15

---

REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

To the Board of Directors and
StockholdersMedina International
Corp.

We have audited the statements of
operations, stockholders' equity and cash flows of Medina International Corp. (a
development stage company) for the year ended December 31, 2004, 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 results of
operations and cash flows of Medina International Corp. for year ended December
31, 2004, 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.

WHEELER WASOFF,
P.C./s/ Wheeler Wasoff,
P.C.Denver, ColoradoMarch 17, 2005

F-16

---

MEDINA INTERNATIONAL
CORP.(A Development Stage
Company)

BALANCE SHEETDECEMBER 31, 2005

|                                                         | $          
|-------------------------------------------------------- | -----------
|A S S E T
      S                                       
|CURRENT
      ASSETS                                     |            
|Cash                                                     | 2,002      
|Prepaid
    expenses                                     | __
      46
|                                                         | 2,048      
|                                                         | ======     
|LIABILITIES
      & STOCKHOLDERS EQUITY (DEFICIT)      
|CURRENT
      LIABILITIES                                |            
|Accounts payable and
      accrued liabilities           | 98,889     
|STOCKHOLDERS
      EQUITY (DEFICIT) (Note 3)            |            
|Common stock, $0.001 par
      value                     |            
|Authorized - 350,000,000 shares                          |            
|Issued and outstanding - 21,000,000 shares               | 21,000     
|Additional paid-in
      capital                         | 82,991     
|(Deficit) accumulated
      during the development stage | (200,832)  
|                                                         | (96,841)   
|                                                         | 2,048      
|                                                         | ======     

F-17

---

MEDINA INTERNATIONAL
CORP.(A Development Stage
Company)STATEMENTS OF
OPERATIONS

|                                                     | Year
      Ended  December 31,  2005  $ | Year
      EndedDecember 31,  2004 
      $ | Cumulative 
      from Inception  (May 22,
      2002)  to December 31, 
      2005  $
|---------------------------------------------------- | --------------------------------------- | ------------------------------------------- | --------------------------------------------------------------------------------------
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|REVENUE                                              |                                         |                                             |                                                                                       
|Consulting fees - related                            | -                                       | -                                           | 2,000                                                                                 
|Consulting fees - other                              | -                                       | -                                           | 5,130                                                                                 
|                                                     | -                                       | -                                           | 7,130                                                                                 
|OPERATING EXPENSES                                   |                                         |                                             |                                                                                       
|Due diligence                                        | 139,905                                 | -                                           | 139,905                                                                               
|General and administrative expenses                  | 11,010                                  | 15,877                                      | 48,487                                                                                
|Consulting and administrative expenses -
    related | 6,750                                   | 5,620                                       | 19,570                                                                                
|                                                     | 157,665                                 | 21,497                                      | 207,962                                                                               
|NET (LOSS)                                           | (157,665)                               | (21,497)                                    | (200,832)                                                                             
|                                                     | =========                               | ========                                    | =======                                                                               
|NET (LOSS) PER COMMON                                |                                         |                                             |                                                                                       
|SHARE - BASIC AND DILUTED                            | $(0.008)                                | $(0.001)                                    | $(0.010)                                                                              
|                                                     | =========                               | ========                                    | ========                                                                              
|WEIGHTED AVERAGE NUMBER OF
    COMMON                |                                         |                                             |                                                                                       
|SHARES OUTSTANDING - BASIC AND
DILUTED               | 21,000,000                              | 21,000,000                                  | 21,000,000                                                                            
|                                                     | =========                               | ========                                    | ========                                                                              

F-18

---

MEDINA INTERNATIONAL
CORP.(A Development Stage
Company)

STATEMENT OF STOCKHOLDERS EQUITY
(DEFICIT)

|                                       |                    |           | Additional  Paid-In 
      Capital  $ | (Deficit)  Accumulated 
      During the  Development 
      Stage  $ | Total 
      Stockholders  Equity
      (Deficit)       $
|-------------------------------------- | ------------------ | --------- | ------------------------------------- | --------------------------------------------------------------------- | ----------------------------------------------------------
|                                       | Common
      Stock
|                                       | Shares             | Amount  $
|                                      
|                                      
|                                      
|Inception, May 22,
      2002          | -                  | -         | -                                     | -                                                                     | -                                                         
|Sale of common stock for
      cash    | 7,000,000          | 7,000     | (2,000)                               | -                                                                     | 5,000                                                     
|Net (loss) for the
      period        | -                  | -         | -                                     | (3,131)                                                               | (3,131)                                                   
|Balance, December 31,
      2002       | 7,000,000          | 7,000     | (2,000)                               | (3,131)                                                               | 1,869                                                     
|Services contributed by
      officers | -                  | -         | 3,500                                 | -                                                                     | 3,500                                                     
|Sale of common stock for
      cash    | 14,000,000         | 14,000    | 86,000                                | -                                                                     | 100,000                                                   
|Offering
    costs                     | -                  | -         | (4,509)                               | -                                                                     | (4,509)                                                   
|Net (loss) for the
      year          | -                  | -         | -                                     | (18,539)                                                              | (18,539)                                                  
|Balance, December 31,
      2003       | 21,000,000         | 21,000    | 82,991                                | (21,670)                                                              | 82,321                                                    
|Net (loss) for the
      year          | -                  | -         | -                                     | (21,497)                                                              | (21,497)                                                  
|Balance, December 31,
      2004       | 21,000,000         | 21,000    | 82,991                                | (43,167)                                                              | 60,824                                                    
|Net (loss) for the
      year          | -                  | -         | -                                     | (157,665)                                                             | (157,665)                                                 
|Balance, December 31,
      2005       | 21,000,000         | 21,000    | 82,991                                | (200,832)                                                             | (96,841)                                                  
|                                       | ========           | ========  | ========                              | ========                                                              | ========                                                  

F-19

---

|MEDINA
      INTERNATIONAL CORP.                            
|------------------------------------------------------------
|(A
      Development Stage Company)                         
|STATEMENTS OF
      CASH FLOWS                              
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|                                                            
|CASH FLOWS
      FROM OPERATING ACTIVITIES                  
|Net (loss)                                                  
|Adjustments to reconcile
      net (loss) to net cash (used)
|by operating
      activities                               
|Services contributed - related                              
|Changes in assets and
      liabilities                     
|Decrease (increase) in prepaid expense                      
|(Decrease) increase in accounts payable                     
|Net cash (used) by
      operating activities               
|CASH FLOW
      FROM INVESTING ACTIVITIES                   
|CASH FLOWS
      FROM FINANCING ACTIVITIES                  
|Proceeds from sale of
      common stock                    
|Offering
    costs                                          
|Net cash provided by
      financing activities             
|NET
      (DECREASE) INCREASE IN CASH                       
|CASH -
      BEGINNING OF PERIODS                           
|CASH - END OF
      PERIODS                                 
|                                                            
|SUPPLEMENTAL
      CASH FLOW INFORMATION                    
|Cash paid for interest                                      
|                                                            
|Cash paid for income taxes                                  
|                                                            

F-20

---

|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, 2005, 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. See also Note 6.
|  
|   | On February 1, 2006, the Company abandoned the oil and gas consulting business and entered into an agreement, as described in Note 6(b), to acquire a patent for a method to detect peroxide based explosives. The
Companys business objective will be to apply the patent technology in the field of detection of explosive and other substances.                                                                                                                                                                                                                 
|  
|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-21

---

|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, 2005, 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-22

---

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   | RECENT ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|   | The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards No. 123(R) Share Based Payments (SFAS 123(R)). SFAS 123(R) amends SFAS 123 by requiring share
based payments to be accounted for at fair value. SFAS 123(R) is effective for public companies for interim or annual periods beginning after June 15, 2005.                                                                               
|  
|   | The FASB has also issued SFAS No. 155 Accounting for Certain Hybrid Financial Instruments - an amendment of FASB Statements No 133 and 140 (SFAS 153), which is effective for fiscal years beginning after
September 15, 2006. SFAS 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative. The adoption of SFAS 155 is not expected to have an effect on the Companys financial position.
|  
|   | The FASB has also issued SFAS No. 154 Accounting Changes and Error Corrections - A Replacement of APB Opinion No. 20 and FASB Statement No. 3 (SFAS 154), which is effective for fiscal years ending after December
15, 2005. SFAS 154 requires that changes in accounting policy be accounted for on a retroactive basis. The adoption of SFAS 154 is not expected to have an effect on the Companys financial position.                        
|  
|3. | STOCKHOLDERS' EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|   | On May 22, 2002, the Company completed the sale to its founders of an aggregate of 7,000,000 shares of common stock for cash proceeds of $5,000.                                                                                                                                                                                                                                                                                                    
|  
|   | On June 30, 2003, the Company completed the sale of an aggregate of 14,000,000 shares of common stock for cash proceeds of $95,491, net of $4,509 of commissions and related issue costs.                                                                                                                                                                                                                                                           
|  
|   | The shares of common stock were sold pursuant to Section 4(2) and Regulation D, promulgated under the Securities Act of 1933, as amended.                                                                                                                                                                                                                                                                                                           
|  
|   | On January 25, 2006, the Company conducted a seven for one forward stock split of its authorized and outstanding shares of common stock. As a result, the authorized capital was increased from 50,000,000 to 350,000,000
shares of common stock. The stock split did not vary the par value of the common stock. All stock figures have been retroactively restated to reflect the stock split.                                                    
|  
|   | See also Note 6.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  
|4. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                          
|  
|   | During 2005, the Company incurred $6,750 (2004 - $5,620) for accounting and administrative services provided by a company owned by a director of the Company, of which $164 is included in accounts payable at
December 31, 2005.                                                                                                                                                                                                                   
|  

F-23

---

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, 2005, the Company had approximately $201,400 of net operating
losses for income tax purposes, expiring from 2023 to 2025.

|The provisions for income
      taxes are as follows: |                          |         
|----------------------------------------------------- | ------------------------ | --------
|                                                      | Years Ended December 31,
|                                                      | 2005                     | 2004    
|                                                      | $                        | $       
|Current                                               |                          |         
|Federal                                               | -                        | -       
|State                                                 | -                        | -       
|Total current                                         | -                        | -       
|Deferred                                              |                          |         
|Federal                                               | 68,500                   | 13,500  
|State                                                 | -                        | -       
|Total deferred                                        | 68,500                   | 13,500  
|                                                      | 68,500                   | 13,500  
|Less valuation
    allowance                          | (68,500)                 | (13,500)
|                                                      | -                        | -       
|                                                      | ========                 | ========

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,
|---------------------------------------------------------------- | ------------------------------
|                                                                 | 2005                          
|                                                                 | $                             
|Provision (recovery) at combined
      United States             |                               
|federal and state income tax rates                               | (53,600)                      
|Change in valuation
    allowance                                | 53,600                        
|Effective income
taxes                                           | -                             
|                                                                 | ========                      
|                                                                 |                               
|Deferred income tax assets
      and liabilities are as follows: |                               
|                                                                 | Years Ended December 31,      
|                                                                 | 2005                          
|                                                                 | $                             
|Asset                                                            |                               
|Net operating loss carryforwards                                 | 68,500                        
|Valuation allowance                                              | (68,500)                      
|Net deferred income
    taxes                                    | -                             
|                                                                 | ========                      

The valuation allowance increased by
$55,000 and $7,300 in 2005 and 2004, respectively.

F-24

---

|6. | SUBSEQUENT
      EVENTS
|-- | -----------------------
|  
|   | (a)                    
|  
|   |                        
|  
|   |                        
|  
|   | (b)                    
|  
|   |                        
|  
|   |                        
|  
|   |                        
|  
|   |                        
|  

F-25

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- 26 -

Item 8. Changes in Registrants Certifying Accountant

On February 23, 2006, we decided to engage new auditors as our independent accountants to audit our financial statements. Our Board of Directors approved the change of accountants to Gordon Hughes & Banks, LLP, an
independent registered firm of Certified Public Accountants registered with the Public Company Accounting Oversight Board. Accordingly, Wheeler Wasoff, P.C resigned on February 23, 2006. A former principal of Wheeler Wasoff, P.C., who was the
engagement partner with the registrant during Wheeler Wasoff, P.C.s engagement, recently joined Gordon, Hughes & Banks, LLP. The board of directors believes that Gordon, Hughes & Banks, LLP will be better able to service our needs due
to this past working relationship.

During the two most recent fiscal years and the subsequent interim period through February 23, 2006, there were no disagreements with Wheeler Wasoff, P.C. on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Wheeler Wasoff, P.C., would have caused Wheeler Wasoff, P.C. to make reference to the subject matter of the disagreements in connection with their
report.

We provided Wheeler Wasoff, P.C. with a copy of our Current Report on Form 8-K prior to its filing with the SEC, and requested that they furnish us with a letter addressed to the SEC stating whether they agree with the
statements made in our Current Report on Form 8-K, and if not, stating the aspects with which they do not agree. A copy of the letter provided by Wheeler Wasoff, P.C. has been filed as Exhibit 16.1 to the Form 8-K/A filed on March 6,
2006.

We have engaged the firm of Gordon, Hughes & Banks, LLP, effective as of February 23, 2006. Gordon, Hughes & Banks, LLP was not consulted on any matter relating to accounting principles to a specific transaction,
either completed or proposed, or the type of audit opinion that might be rendered on our financial statements.

Item 8A. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this annual report, being December 31, 2005, we have carried out an evaluation of the effectiveness of the design
and operation of our companys disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our companys management, including our companys president and our companys
chief executive officer. Based upon that evaluation, our companys president and our companys chief executive officer concluded that our companys disclosure controls and procedures are effective as at the end of the period covered
by this report. There have been no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls
over financial reporting.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time period specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our president and chief executive officer as appropriate, to allow timely decisions regarding
required disclosure.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act

Directors and Executive Officers, Promoters and Control Persons

Our current and proposed directors, executive officers and other significant employees, their ages, positions held and duration each person has held that position, are as follows:

---



- 27 -

|Name             | Position Held with the
      Company                  | Age | Date First Elected or Appointed
|---------------- | ----------------------------------------------------- | --- | -------------------------------
|
|
|Nick DeMare      | CEO,
      CFO, Secretary,Treasurer and a Director(1) | 51  | May 22, 2002                   
|Gadi Aner (2)(3) | Director                                              | 53  | To be determined(3)            
|Ehud Keinan (3)  | Director                                              | 59  | To be determined(3)            
|Dan Elnathan(3)  | Director                                              | 52  | To be determined(3)            

(1)Mr. DeMare will resign from the offices of CEO, CFO, Secretary, Treasurer
and director upon the completion of the Patent Purchase
Agreement.(2)Mr. Aner will be appointed to the office of Chief Executive
Officer of our company effective on the date of completion of the Patent
Purchase Agreement.(3)Messrs. Aner, Keinan and Elnathan will be appointed to
our board of directors effective upon the completion of the Patent Purchase
Agreement.

As of January 24, 2006, Brad Colby has
resigned as Chief Executive Officer, President and a Director of the Company and
Harvey Lim has resigned as a Director of the Company.

Business
Experience

The following is a brief account of the
education and business experience of each director and executive officer during
at least the past five years, indicating each persons principal occupation
during the period, and the name and principal business of the organization by
which he was employed.

Nick DeMare

Mr. DeMare was appointed as our Chief
Financial Officer, Secretary, Treasurer and Director since our inception. 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 16 other public reporting
companies listed on the TSX Venture Exchange and the NASDs Over the Counter
Bulletin Board.

Gadi Aner

Mr. Aner has extensive experience in the
establishment and management of companies in high technology companies,
including all operational, marketing and financial aspects. Since 2001 to
present, he has been the founder and managing director of Symposia (Israel)
Ltd., which engages in the development of applications for the organization of
events and conferences and utitlizes the Internet infrastructure to enable
clients to use these applications. From 1998 to 2000, Mr. Aner was the CEO of
Verdant Biotechnologies Ltd., which is an agricultural biotechnology company
developing technologies to enhance resistance of agricultural crops. From 1995
to 1997, Mr. Aner served as the CEO of Pharmore Therapeutics Ltd., which worked
in collaboration with the Technion, the Israel Institute of Technology, in
developing less toxic, novel compounds for treatment of cancer. Mr. Aner
received his bachelors degree in economics and political sciences from Haifa
University.

---

- 28 -

Ehud Keinan

Prof. Keinan is currently the Benno Gitter and Ilana Ben Ami Chair of Biotechnology at the Technions Faculty of Chemistry. He received his Ph.D. in Organic Chemistry from Weizmann Institute of Science in Israel in
1977 and undertook post-doctoral research in the Department of Chemistry at University of Wisconsin from 1977 to 1980. Since 2004, Prof. Keinan has served as the Dean of Faculty of Chemistry at the Technion. From 1999 to 2004, Prof. Keinan served as
the founder and head of the Institute of Catalysis Science and Technology at the Technion. Prof. Keinan has received numerous honors and awards in the fields of chemistry and biochemistry. He has also published extensively in the areas of chemistry
and biochemistry.

Dan Elnathan

Mr. Elnathan is currently the chairman of the Accounting Department at the College of Management in Israel. He has served in that position since 2002. From 2000 to 2001, he was a professor of clinical accounting at the
University of Southern Californias School and Accounting. From 2004 to present, Mr. Elnathan also served as a member of the board of director and the chairman of the audit committee of Vita Pri Hagalil, an Israeli public company. Mr. Elnathan
received his Ph.D. in Accounting from Wharton School of Business at University of Pennsylvania.

Board Meetings and Committees

Our board of directors held no formal meetings during the year ended December 31, 2005. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the
minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporation Law and the bylaws of our
company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

We do not have standing audit, nominating or compensation committees, or committees performing similar functions. Our board of directors believe that it is not necessary to have a standing audit or compensation committees
at this time because the functions of such committees are adequately performed by our board of directors.

Our board of directors also is of the view that it is appropriate for us not to have a standing nominating committee because there is currently only one director on our board of directors; this one director has performed
and will perform adequately the functions of a nominating committee. The sole director on our board of directors, who performs the functions of a nominating committee, is not independent because he is also an officer of our company. The
determination of independence of directors has been made using the definition of independent director contained under Rule 4200(a)(15) of the Rules of National Association of Securities Dealers. Our board of directors has not adopted a
charter for the nomination committee. There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. Our board of directors does not believe that a defined policy with regard
to the consideration of candidates recommended by stockholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business
operations are at a more advanced level. There are no specific, minimum qualifications that our board of directors believes must be met by a candidate recommended by our board of directors. The process of identifying and evaluating nominees for
director typically begins with our board of directors soliciting professional firms with whom we have an existing business relationship, such as law firms, accounting firms or financial advisory firms, for suitable candidates to serve as directors.
It is followed by our board of directors review of the candidates resumes and interview of candidates. Based on the information gathered, our board of directors then makes a decision on whether to recommend the candidates as nominees for
director. We do not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

---

- 29 -

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;                                                                                                                                                                            
|   
|(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 emphasises 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.

Section 16(a) Beneficial Ownership
Compliance

Section 16(a) of the Securities Exchange
Act 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 during fiscal year ended December 31, 2005,
all filing requirements applicable to its officers, directors and greater than
ten percent beneficial owners were complied with.

---

- 30 -

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, 2005, 2004 and 2003.

|SUMMARY COMPENSATION TABLE                               
|---------------------------------------------------------
|Name And PrincipalPosition                               
|Awards                                                   
|Salary($)                                                
|
|Nick DeMare CFO, Secretary,
      Treasurer  and Director
|2004                                                     
|2003                                                     
|Brad Colby(3) President, CEO and
Director                
|2004                                                     
|2003                                                     

(1)Messrs. Colby and DeMare purchased 500,000 shares each of our common
stock on May 22, 2002, in exchange for $0.005 per share, or $2,500 each. This
annual compensation dollar value is the difference between the price paid by
Messrs. Colby and DeMare of $0.005 per share and the price paid by purchasers of
securities in our offering and sale of common stock on June 30, 2003 of $0.05
per share.

(2)Charged by Chase Management Ltd., a private company owned by Nick DeMare,
for office, secretarial, accounting and professional services
performed.

(3)As of January 24, 2006, Brad Colby resigned as Chief Executive Officer,
President and a Director of the Company.

Option Grants In Last Fiscal
YearWe have not granted any stock
options since inception.Compensation Of Directors

None of our Directors received directors
fees or other compensation in the fiscal year ended December 31, 2005. However,
Chase Management Ltd., a private company owned by Nick DeMare, provides
secretarial and accounting services to our company. During fiscal years 2005,
and 2004, Chase Management Ltd. charged our company $6,750 and $5,600,
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 us
for office, secretarial, accounting and professional services provided. The
rates charged our company by Chase Management Ltd. are the same as those charged
by Chase Management Ltd. to other companies at arms length.

We have entered into a Consulting Services
Agreement with BioTech Knowledge LLC, a company wholly owned by Dr. Keinan, who
will become a director of our company upon our completion of the Patent Purchase
Agreement to acquire U.S. Patent No. 6,767,717 and the related intellectual
property. We will pay BioTech Knowledge LLC a monthly fee of $3,000 for
consulting services to be provided by Dr. Keinan to our company.

---

- 31 -

Item 11. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholders

Beneficial
Ownership

The following table sets forth, as of
March 7, 2006, 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.

|Name and Address
      of  Beneficial Owner | Amount and Nature
      of  Beneficial Ownership | Percentage 
      of Class(1)
|------------------------------------------- | ------------------------------------------------ | -----------------------------
|
|BioTech Knowledge LLC                       | 10,200,001                                       | 32.9%                        
|Nick DeMare                                 | 0                                                | 0                            

|(1) | Based on 31,000,006 shares of
      common stock issued and outstanding as of March 7, 2006. Beneficial
      ownership is determined in accordance with the rules of the SEC and
      generally includes voting or investment power with respect to securities.
      Except as otherwise indicated, we believe that the beneficial owners of
      the common stock listed above, based on information furnished by such
      owners, have sole investment and voting power with respect to such shares,
      subject to community property laws where applicable.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) | These shares are registered under
      BioTech Knowledge LLC, which is wholly owned by Prof. Ehud Keinan.                                                                                                                                                                                                                                                                                                                                                                                                                                                             

Change in
Control

In connection with execution of the Letter
Agreement, Patent Purchase Agreement and the Consulting Agreement, on January
19, 2006 BioTech Knowledge LLC acquired 7,000,000 shares of our common stock
(post-forward-split) for a purchase price of $10,000. BioTech Knowledge LLC also
subscribed for 3,200,001 shares of our common stock (post-forward split) in a
private placement closed on January 19, 2006. As a result, BioTech Knowledge LLC
is now our largest shareholder with approximately 32.9% of our common
stock.

Stock Option
Plan

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

Pension Plans

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

Item 12. Certain Relationships And
Related Transactions

Other than as disclosed below, during the
fiscal years ended December 31, 2005 and 2004, 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,
2005 and 2004, we incurred $6,750 and $5,620, 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, 2005, Nick
DeMare and Brad Colby, who were 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.

---

- 32 -

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

Exhibits required by Item 601 of
Regulation S-B

|(3)      | Articles of Incorporation and
      By-laws                                                                                                                                                                 
|-------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1      | Articles of Incorporation as amended (incorporated by
      reference from our registration statement on Form
      SB-2 filed November 21, 2003).                                                          
|3.2      | Bylaws dated February 25, 2005 (incorporated by reference
      from our current report on Form 8-K filed March 17, 2005 and March 21,
      2005).                                                         
|         |                                                                                                                                                                                                             
|(10)     | Material Contracts                                                                                                                                                                                          
|10.1     | Finders Fee
      Agreement between the Registrant and David Sidoo dated March 8, 2005
      (incorporated by reference from our current report on Form 8-K filed March
      17, 2005 and March 21, 2005).
|10.2     | Patent Purchase
      Agreement between the Registrant and Prof. Ehud Keinan (incorporated by
      reference from our current report on Form 8-K filed February 3,
      2006).                            
|10.3     | Consulting
      Agreement between the Registrant and BioTech Knowledge LLC (incorporated
      by reference from our current report on Form 8-K filed February 3,
      2006).                             
|10.4     | Letter of
      Agreement between the Registrant and BioTech Knowledge LLC (incorporated
      by reference from our current report on Form 8-K filed February 3,
      2006).                              
|         |                                                                                                                                                                                                             
|**(14)** | **Code of
      Ethics**                                                                                                                                                                                    
|14.1     | Code of Business
      Conduct and Ethics and Compliance Program (Incorporated by reference from
      our Form 10-KSB for the year ended December 31, 2004, filed on March 30,
      2005).                
|         |                                                                                                                                                                                                             
|**(16)** | **Letter
      on Change in Certifying Accountant**                                                                                                                                                         
|16.1     | Letter dated
      March 6, 2006 from Wheeler Wasoff, P.C. regarding change in independent
      accountant (incorporated by reference from our current report on Form
      8-K/A filed March 6, 2006).    
|         |                                                                                                                                                                                                             
|**(31)** | **Section
      302 Certification**                                                                                                                                                                         
|31.1     | Rule 13a-14(a)
      Certification of Principal Executive Officer and Principal Financial
      Officer.                                                                                                    
|         |                                                                                                                                                                                                             
|**(32)** | **Section
      906 Certification**                                                                                                                                                                         
|32.1     | Certification of
      Principal Executive Officer and Principal Financial Officer Pursuant to 18
      U.S.C. Section 1350, as Pursuant to Section 906
      of the Sarbanes-Oxley Act of 2002.            
|         |                                                                                                                                                                                                             
|**(99)** | **Additional Exhibits**                                                                                                                                                                                     
|99.1     | Stamped
      Certificate of Change Pursuant to NRS 78.209 filed with the State of
      Nevada (incorporated by reference from our current report on Form 8-K/A
      filed February 13, 2006).            

|
|

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- 33 -

Item 14. Principal Accountant Fees And
Services Audit Fees

For the fiscal year ended December 31,
2005, Gordon, Hughes & Banks, LLP is expected to bill approximately $10,000
for the audit of our annual financial statements.

For the fiscal year ended December 31,
2004, Wheeler Wasoff, P.C. billed $4,500 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.

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 2005 and 2004.

Tax Fees

For the fiscal year ended December 31,
2005, Gordon, Hughes & Banks, LLP is expected to bill approximately $750 for
tax compliance, tax advice and tax planning services. For the fiscal year ended
December 31, 2004, Wheeler Wasoff, P.C. is expected to bill $675 for these
services.

All Other
Fees

We do not use Gordon, Hughes & Banks,
LLP 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 Gordon, Hughes & Banks, LLP to provide
compliance outsourcing services. Effective May 6, 2003, the Securities and
Exchange Commission adopted rules that require that before Gordon, Hughes &
Banks, LLP 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 Gordon, Hughes
& Banks, LLP and believes that the provision of services for activities
unrelated to the audit is compatible with maintaining Gordon, Hughes &
Banks, LLPs independence.

SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, we have duly caused this report
to be signed on its behalf by the undersigned, thereunto duly
authorized.

MEDINA INTERNATIONAL
CORP.By: /s/ Nick
DeMareNick DeMarePresident, Chief Executive Officer and Sole
Director(Principal Executive Officer
andPrincipal Financial Officer)

Date: March 14, 2006

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