SECURITIES 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: APRIL 30, 2007
                    -----------------------------------------

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

                        Commissions file number 000-27211

                       MEDINA INTERNATIONAL HOLDINGS, INC
                       ----------------------------------
             (Exact name of registrant as specified in its charter)

                  Colorado                    84-1469319
           ----------------------   ----------------------------------
          (State of incorporation) (I.R.S. Employer Identification No.)

              10088 6th Street, Suite G, Rancho Cucamonga, CA 91730
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (303) 422-8127
                                                           --------------

           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                  ------------
                               Title of each class

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.
                                               Yes [X] No [  ]

Check if disclosure of delinquent  filers pursuant 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.
                                               Yes [  ] No [X]

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

State issuer's revenues for its most recent fiscal year.  $0

There were 31,988,541 shares of the Registrant's  common stock outstanding as of
July 16, 2007.  The  aggregate  market value of the  9,514,432  shares of common
stock held by non-affiliates of the Registrant is approximately $1,902,886 based
on the closing market price of $0.20 per share on July 16, 2007.

Transitional Small  Business  Disclosure     Yes  [  ]  No [X]


<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

<S>         <C>                                                                                 <C>
PART I

            Item 1.  Description of Business                                                     1
            Item 2.  Description of Property                                                     14
            Item 3.  Legal Proceedings                                                           14
            Item 4.  Submission of Matters to a Vote of Security Holders                         14

PART II

            Item 5.  Market for Common Equity and Related Stockholder Matters                    14
            Item 6.  Management's Discussion and Analysis or Plan of Operation                   16
            Item 7.  Financial Statements                                                        19
            Item 8.  Changes in and Disagreements with Accountants on Accounting
                     and Financial Disclosure                                                    19
            Item 8A. Controls and Procedures                                                     19
            Item 8B  Other Information                                                           19

PART III

            Item 9.  Directors, Executive Officers, Promoters and Control Persons;
                     Compliance with Section 16(a) of the  Exchange Act                          19
            Item 10. Executive Compensation                                                      23
            Item 11. Security Ownership of Certain Beneficial Owners and Management              24
            Item 12. Certain Relationships and Related Transactions                              26
            Item 13. Exhibits                                                                    27
            Item 14. Principal Accountant Fees and Services                                      28

            SIGNATURES                                                                           29




</TABLE>



<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

We were  incorporated  in 1998 in the state of Colorado  as  Colorado  Community
Broadcasting,  Inc. Our corporate offices are located at 10088 6th Street, Suite
G, Rancho  Cucamonga,  California  91730, our telephone number is (909)522-4414.
Our  common  stock  is  traded  on the  Over-the-Counter Bulletin Board  and its
trading symbol is MIHI.OB.

In 2005, we changed our name to Medina  International  Holdings,  Inc.  Prior to
2005,  we  originally  intended to  purchase  low power  television  licenses or
stations  and planned to  broadcast  local  programming  mixed with  appropriate
national programming. We were unsuccessful in our attempt to enter the low power
television business.

In 2004, after the change of our management, the board and shareholders approved
the name change to Medina  International  Holdings,  Inc. At that time,  Messrs.
Medina and Mankal were  appointed  the President  and Chief  Financial  Officer,
respectively  and were also  appointed  directors  of the  Company.  Since these
organizational  restructurings,  we have pursued a business plan that focuses on
the  manufacturing  of watercraft  for not only  recreational  use, but also for
rescue operations.

We operate our watercraft  manufacturing  activities,  through our  wholly-owned
subsidiary,   Medina  Marine,   Inc.  ("Medina   Marine").   Medina  Marine  was
incorporated  in  May  2006,  in  the  state  of  California.  Our  wholly-owned
subsidiary,  Medina Marine,  Inc.  maintains a website at  www.medinamarine.com.
Information on Medina Marine's website is not part of this Annual Report and you
should not rely on it in deciding whether to invest in our common stock.

PRODUCTS

We will  offer,  through  Medina  Marine,  four  watercraft  products  for  both
recreational use and for use by fire and/or rescue operations.

1.                The  Vortex  Recreational  Boat  ("the  Vortex").  The  Vortex
                  is a 22' long boat  that can seat up to 7  individuals  and
                  its intended  use  is  solely  for  recreational  purposes.
                  The  Vortex  has a  V-birth  cabin  that  can  seat  up to 2
                  individuals.  The Vortex is capable of reaching speeds as high
                  as 60 miles per hour.

2.                12' Commercial Rescue Boat ("12' Rescue"). The 12' Rescue boat
                  is intended to seat up to 6 people at a time,  while including
                  a containment area for multiple patients.  The 12' rescue boat
                  contains a jet engine,  which  allows it to reach speeds of 50
                  miles per hour.  The jet engine also allows the boat to obtain
                  high speeds from a stand still, in a matter of seconds,  while
                  still  being able to be  stopped  from such high  speeds.  The
                  smaller of the boats to be offered, it size and weightlessness
                  means it can be used in smaller water areas.

3.                The 15' Commercial  Rescue and Fire Boat ("15'  Rescue").  The
                  15' Rescue boat is designed using the patented  v-hull design.
                  The  v-hull  provides  the  boat  with  better  stability  and
                  provides the boat with quicker response capabilities. The boat
                  has been  designed  with a jet engine  that allows the boat to
                  reach  speeds up to 50 miles  per hour.  The boat has the same
                  capabilities  as the 12' Rescue boat. The difference is in the
                  usage of the  watercraft.  The 15' Rescue is  designed to also
                  include a  patented  water  pump,  at the  designation  of the
                  customer.  The inclusion of a water pump allows the boat to be
                  used in fighting fires.

4.                The 21' Commercial  Fire and Rescue Boat ("21'  Rescue").  The
                  21' Rescue  boat is the longest of the rescue  boats  offered.
                  The boat is  designed  to  provide  greater  stability,  while
                  providing  more room for patients and crew  members.  The boat
                  incorporates a CAT bottom hull for additional  stability.  The
                  boat is designed with five medical compartments,  allowing the
                  boat  to  carry  a  greater   amount  of  medical   equipment.
                  Additionally,  the boat is  designed  with a dive area in both
                  the front and the back of the boat.  The 21' Rescue,  like the
                  15' Rescue is  designed  to include a water pump for  fighting
                  fires.
                                       1

<PAGE>


We have recently  completed the mold to be used in the  manufacturing of the 21'
Rescue boat.

Our  watercraft  products  are made out of  fiberglass  materials.  We are using
fiberglass to build our watercraft  products in order to provide  durability and
enhance the speeds that the  watercraft  need to be able to obtain while holding
their  maximum  capacity.  In  addition,  the use of  fiberglass  means that any
repairs or damage to the  interior or exterior of the craft is easily  repaired.
The boats incorporate an enclosed platform in their designs,  which prevents the
boats from flooding and therefore provides a greater stability.

All of our  watercrafts  use jet  propulsion  for  their  power.  The use of jet
engines  allows the  watercraft to operate in waters with depths of less than 10
feet of water.  The jet engine has a hydro surge intake,  which allows the craft
to continue to operate in conditions where seaweed is present. In addition,  the
jet engines  provide a greater  safety to the rescuers and those being  rescued.
Most rescue  watercraft  use  propeller  engines,  however,  our jet  propulsion
watercrafts allow the crew members to get extremely close to the victims without
worry of doing further injury to those being rescued.

The 15' Rescue and 21' Rescue boats are designed  with water pump  inserts.  The
water pump inserts allows these boats to either be used as just rescue crafts or
for fire fighting. This innovation in design will allow us to market these boats
to both fire  departments and rescue  departments.  The water pump used in these
designs uses water found in the bottom of the boat and is able to achieve sprays
of water at 750 gallons per minute  without  compromising  the  stability of the
craft.

LICENSES

In manufacturing  our watercrafts we use several patented  designs.  The patents
and  patents  applications  used  are not  owned by or  being  developed  by the
Company.  Rather,  the Company  licenses  the right to use the patents  from Mr.
Albert Mardikian.  In connection with the  manufacturing of our watercrafts,  we
have the following licenses with Mr. Mardikian.

1.   In February 2005, we signed a license agreement ("the Vortex License") with
     Mr.  Mardikian to manufacture and sell our Vortex boats. The Vortex License
     has a term of 5 years and  provides an option to renew by the  Company,  as
     long  as the  Company  is not  in  default  on  the  terms  of the  license
     agreement.  The Vortex License grants the Company an exclusive right to use
     the  design in Vortex  boats.  The  Vortex  License  provides  for  royalty
     payments equal to 2% of the gross sales, less sales returns for a period of
     5 years. The Vortex License also requires a minimum license payment of $200
     per calendar quarter.

2.   In January 2006, we signed a license  agreement  ("the Water Pump License")
     with Mr.  Mardikian  to use his water pump  patent  (United  States  Patent
     6,343,964)  in the fire and rescue boats  designed by us. The license has a
     term of 5 years and provides an option to renew by the Company,  as long as
     the Company is not in default on the terms of the Water Pump  License.  The
     Water Pump License grants us to a non-exclusive  right to use the patent in
     the  manufacturing  of both the 15' Rescue and the 21'  Rescue  boats.  The
     Water Pump License  provides for a royalty payment equal to 1% of the gross
     sales,  less sales  returns,  up to  January  31,  2008,  at which time the
     royalty  payment  will  increase  to 1.5% of the gross  sales,  less  sales
     returns,  till  January 31,  2011.  The Water Pump  License  does require a
     minimum payment of $600 per every six-month period.

                                       2

<PAGE>




3.   In June 2006, we signed a license  agreement ("15' Rescue Design  License")
     with Mr.  Mardikian  to use his  design  for the  manufacturing  of our 15'
     Rescue  boats.  The 15'  Rescue  Design  License  has a term of 5 years and
     provides  an  option  to  renew  by the  Company,  as long as we are not in
     default  of any of the  terms of the 15'  Rescue  Design  License.  The 15'
     Rescue Design License grants us a non-exclusive  right to use the design of
     the 15' Rescue boat through out the world.  The 15' Rescue  Design  License
     provides for a royalty  payment equal to 2% of the gross sales,  less sales
     return for the period of 5 years.  The 15' Rescue Design  License  provides
     for a minimum $100.00 monthly payment.

All of the licenses  referenced above are with Mr. Mardikian,  they each provide
that they shall be treated separately and not as one license agreement.

CURRENT OPERATIONS

Our  operations to date have focused on the building of molds of our  watercraft
designs and minimal sales activities.  We have successfully  built the molds for
our 15'  Rescue and 21' Rescue  boats and intend to begin  manufacturing  of our
watercraft  products.  In  addition,  we have  subleased  an 11,000  square foot
facility in San Bernadino,  California in which to manufacture  and assemble our
watercraft products.

We do not intend to manufacture  the hulls and decks for our Vortex  watercraft.
Rather  we  have  entered  into  an  Agreement  of  Cooperation  with  Changfeng
Enterprise,  Co. of Dalian,  China  ("Cooperation  Agreement").  The Cooperation
Agreement  provides for  Changfeng  Enterprise  Co. to produce the 22' hulls and
decks that we will use for the design of our  Vortex  watercraft.  The hulls and
decks will be produced in Dalian,  China and then shipped to our  facilities  in
the United States. The Cooperation Agreement has a term of five years.

At this time,  we have  obtained  orders for two of the Vortex boats and we have
successfully assembled three of the 15' Rescue boats.

COMPETITION

We will receive  competition in the sales of our  watercraft by those  companies
already  established  in the industry.  Our  competitors  build  similar  rescue
watercraft,  though they use different  materials in the  construction  of their
products. While some competitors also use fiberglass in the construction,  while
others manufacture crafts using inflatable materials and metals.

We believe that the use of the jet propulsion engines and the innovations in our
designs that provide  greater  stability will provides us with an advantage over
our current competition.

There is greater  competition for our Vortex boats, then for our rescue and fire
watercrafts.  The  recreational  industry  is  larger  then the fire and  rescue
industry and our  competition in this industry has an established  clientele and
has far greater  resources then we have at this time. We believe that our design
of the Vortex  will  provide us an  advantage  over our  established  and larger
competition.

MARKETING

Our marketing  strategy includes  displaying and demonstrating the watercraft at
regional,  national and  international  boat show. In addition we are working to
demonstrate  the boats at the local waterways  throughout the United States.  We
are also going to  advertise in boating  magazines  and will use the internet to
produce sales.

                                       3

<PAGE>

                                  RISK FACTORS
                                  ------------

An investment in our common stock  involves a number of risks.  Before making an
investment decision, you should carefully consider all of the risks described in
this  prospectus and the documents that are  incorporated by reference into this
Annual Report. The risks discussed in this prospectus could materially adversely
affect our business, financial condition and results of operations and cause the
trading price of our common stock to decline significantly.  If this occurs, you
may lose all or part of your investment.

WE RELY UPON KEY EMPLOYEES TO PROCEED WITH OUR BUSINESS PLANS
-------------------------------------------------------------

The loss of our key  employees  could  impair our  ability  to proceed  with our
business.  Our success depends in significant part on the continued  services of
our key employees,  including Mr. Daniel Medina,  President,  Director and Chief
Executive  Officer of Design and a Director,  and Mr. Madhava Rao Mankal,  Chief
Financial Officer and Director.

WE RELY UPON LICENSES IN THE MANUFACTURING OF OUR BOATS
-------------------------------------------------------

We manufacture our boats under three licenses,  the loss of any could impair our
business.  Mr. Albert Mardikian holds the patents on the designs we use to build
our boats.  If we breach the  license  agreement,  it may  seriously  impair our
ability  to  manufacture  the boats and could  cause us to fail to  successfully
implement our business plan. The licenses are each for a certain period of time.
If Mr. Mardikian is unwilling to renew the licenses, it may seriously impair our
ability  to  manufacture  the boats and could  cause us to fail to  successfully
implement our business plan.

WE DEPEND ON OUR SUPPLIERS AND IF WE CANNOT OBTAIN  CERTAIN  COMPONENTS  FOR OUR
--------------------------------------------------------------------------------
PRODUCTS,  WE MIGHT HAVE TO DEVELOP  ALTERNATIVE DESIGNS THAT COULD INCREASE OUR
--------------------------------------------------------------------------------
COSTS.
-----
We depend upon a number of suppliers for components in manufacturing  our boats.
There is an inherent risk that certain components will be unavailable for prompt
delivery or, in some cases, discontinued.  We have only limited control over any
third-party  manufacturer  as to quality  controls,  timeliness  of  production,
deliveries  and  various  other  factors.  Should  the  availability  of certain
components  be  compromised,  it could force us to develop  alternative  designs
using other components, which could add to the cost of goods sold and compromise
delivery commitments.  If we are unable to obtain components in a timely manner,
at an acceptable cost, or at all, we may need to select new suppliers,  redesign
or reconstruct the process we use to build the hulls, which management  believes
would take a minimum of one year.  We may not be able to  manufacture  any boats
for a period of time,  which could materially and adversely affect our business,
through the results from our operations, and our financial condition.

In addition,  if a change in the  manufacturer  of a key  component is required,
qualification of a new supplier may result in delays and additional  expenses in
meeting customer demand for products.

WE HAVE A LIMITED OPERATING HISTORY AND MAY NEVER ACHIEVE OR SUSTAIN  PROFITABLE
--------------------------------------------------------------------------------
OPERATIONS.
----------

We are a development  stage  company.  We have not generated any revenue to date
from our operations.  Our ability to successfully  commercialize  the boats will
depend on, among other things, our ability to manufacture and sell our boats and
the  relative  cost to the  customer of our  product as compared to  alternative
competitive  products.  As a result, we may never achieve or sustain  profitable
operations.

                                       4

<PAGE>


IT IS POSSIBLE THAT OUR  OPERATING  LOSSES MAY INCREASE IN THE FUTURE AND WE MAY
--------------------------------------------------------------------------------
NEVER ACHIEVE OR SUSTAIN PROFITABILITY.
--------------------------------------

We  anticipate  that  we  will  continue  to  incur  operating  losses  for  the
foreseeable  future,  due to a high  level  of  planned  operating  and  capital
expenditures  developing   manufacturing   capabilities,   increased  sales  and
marketing costs, the hiring of additional  personnel,  greater levels of product
development  and  our  general  growth  objectives  related  to the  design  and
manufacturing of our boats.

We have  incurred  losses  since our  inception  and expect to continue to incur
losses in the  future.  We may never  become  profitable.  We have  historically
generated  substantial losses,  which, if continued,  could make it difficult to
fund our  operations  or  successfully  execute  our  business  plan,  and could
adversely  affect our stock price. We experienced net losses of $649,321 for the
year  ended  April 30,  2007 and we had  accumulated  losses of  $1,787,113.  We
anticipate  that we will have losses for the  foreseeable  future.  We may never
become profitable.

WE CANNOT  PREDICT  THE IMPACT OF MARKET  FLUCTUATIONS  IN MONEY  MARKETS ON OUR
--------------------------------------------------------------------------------
OPERATIONS AND FINANCIAL  PICTURE AND FINANCING COSTS COULD ADVERSELY AFFECT OUR
--------------------------------------------------------------------------------
PROFITABILITY.
-------------

Most of our expenses and capital spending are transacted in the US dollars.  The
Company's exposure to market risk for changes in interest rates relate primarily
to the  Company's  cash and cash  equivalent  balances,  marketable  securities,
investment  in  sales-type  leases,  and loan  agreement.  The  majority  of the
Company's investments may be in short-term  instruments and therefore subject to
fluctuations in US interest rates. Our financing  arrangements will periodically
renew and increase in interest  rates may result in higher  interest  charges to
us. Due to the  uncertain  nature of such,  we cannot  assure that this will not
have a  material  adverse  impact on our  financial  condition  and  results  of
operations.

OUR INDEPENDENT ACCOUNTANTS HAVE ISSUED A GOING CONCERN OPINION AND IF WE DO NOT
--------------------------------------------------------------------------------
GENERATE  ENOUGH CASH FROM  OPERATIONS  TO SUSTAIN  OUR  BUSINESS WE MAY HAVE TO
--------------------------------------------------------------------------------
LIQUIDATE ASSETS OR CURTAIL OUR OPERATIONS.
------------------------------------------

The  accompanying  financial  statements  have been  prepared  assuming  we will
continue as a going  concern.  Conditions  exist which raise  substantial  doubt
about our  ability  to  continue  our  business  unless we are able to  generate
sufficient cash flows to meet our  obligations  and sustain our  operations.  In
addition,  we have limited working  capital.  We cannot assure or guarantee that
additional  capital  and/or debt  financing  will be  available  when and to the
extent  required by us, or that if available,  it will be on terms  favorable or
acceptable by us. Our financial  statements do not include any  adjustment  that
might result from the outcome of this  uncertainty.  This may be an indicator of
our inability to continue in business which could cause loss of investment.

OUR CURRENT LIABILITIES EXCEED OUR CURRENT ASSETS BY A SIGNIFICANT AMOUNT, WHICH
--------------------------------------------------------------------------------
COULD PUT STOCKHOLDER/INVESTORS AT SERIOUS RISK OF OR LOSS OF THEIR INVESTMENT.
------------------------------------------------------------------------------

The Company,  at April 30, 2007, has current  liabilities  totaling $465,630 and
$59,811 in  current  assets.  As of April 30,  2007,  we have a working  capital
deficit of approximately $405,820. Our liabilities include accounts payables and
accrued  interest of $144,737 at April 30, 2007. In the event that  creditors or
litigants,  if any, were to attempt to collect it is unlikely that stockholders,
as equity  holders,  would  receive  some or any return of  investment,  because
creditors would be paid first.

                                       5

<PAGE>

A SEGMENT OF OUR BUSINESS FOCUSES ON GOVERNMENT  AGENCIES IS A LIMITED NUMBER OF
--------------------------------------------------------------------------------
POTENTIAL CUSTOMERS,  AND IF WE CANNOT OBTAIN GOVERNMENT  CONTRACTS,  WE MAY NOT
--------------------------------------------------------------------------------
EARN REVENUES.
-------------

Obtaining  government  contracts may involve long  purchase and payment  cycles,
competitive bidding,  qualification requirements,  delays or changes in funding,
budgetary constraints,  political agendas,  extensive specification development,
price  negotiations  and milestone  requirements.  Each  government  agency also
maintains its own rules and regulations  with which we must comply and which can
vary significantly among agencies.  Governmental agencies also often retain some
portion of fees payable upon  completion  of a project and  collection  of these
fees may be delayed for several months.

WE ARE  SUBJECT TO  SUBSTANTIAL  COMPETITION  AND WE MUST  CONTINUE  TO FOCUS ON
--------------------------------------------------------------------------------
PRODUCT DEVELOPMENT TO REMAIN COMPETITIVE.
-----------------------------------------

We are subject to  significant  competition  that could harm our ability to gain
business  and  increase  the  price  pressure  on the  boats we  offer.  We face
competition  from a  variety  of  firms.  Moreover,  we may not have  sufficient
resources to undertake  the  continuing  research and  development  necessary to
remain  competitive.  Competitors may attempt to  independently  develop similar
designs  or  duplicate  our  products  or  designs.  We or our  competitors  may
intentionally or  unintentionally  infringe upon or  misappropriate  products or
proprietary information.  In the future,  litigation may be necessary to enforce
intellectual  property  rights or to  determine  the  validity  and scope of the
proprietary  rights of others.  Any such litigation  could be time consuming and
costly.  We  operate  under  three  licensing  agreements  with the owner of the
patented  progress for the 12' and 15' fire rescue boats,  as well as the "water
pump" patent for the boat. Any patent or patents  sub-licensed to us relating to
current or future  products may be challenged,  invalidated,  or circumvented or
the rights granted there under may not be held valid if subsequently challenged.

Our boat designs are based on technological and design innovation. Consequently,
the life cycles of some of our products  can be  relatively  short.  Our success
depends  significantly  on our ability to establish  and maintain a  competitive
position in this field.  Our  products  may not remain  competitive  in light of
technological developments by others. Our competitors may succeed in discovering
and developing  technology  before we do that would render our  technology,  and
hence our products, obsolete and noncompetitive.

We are a small company in terms of employees,  technical and research  resources
and capital. We are expected to have significant research and development, sales
and marketing,  and general and administrative expenses for several years. These
amounts may be expended before any commensurate  incremental  revenue from these
efforts may be obtained.  These factors could hinder our ability to meet changes
in the boat industry as rapidly or effectively as competitors with substantially
more resources.

                                       6

<PAGE>




THE BOAT  INDUSTRY  IS VERY  COMPETITIVE,  WHICH MAY HAVE AN  ADVERSE  AFFECT ON
--------------------------------------------------------------------------------
PROFITS IF SALES FAILS SHORT OF OUR GOALS
-----------------------------------------

The boat industry is very  competitive and competition is increasing in both the
United  States and abroad.  We may not be able to compete  successfully  against
either current or future competitors. Many of our competitors have substantially
greater  financial,  technical and marketing  resources,  larger customer bases,
longer  operating  histories,  greater  name  recognition  and more  established
relationships  in the industry than we do. As a result,  these  companies may be
able to develop and expand their market share more rapidly,  adapt to changes in
customer  requirements  more quickly,  take advantage of  acquisition  and other
opportunities  more readily,  and devote greater  resources to the marketing and
sale of their  products  than we can. In addition,  competition  could result in
significant  price  erosion,  reduced  revenue,  lower margins or loss of market
share, any of which would  significantly harm our business.  If we are unable to
successfully compete, we will be unable to achieve our business plan.

COMMERCIALIZATION  OF OUR PROPOSED NEW PRODUCTS COULD FAIL IF  IMPLEMENTATION OF
--------------------------------------------------------------------------------
OUR SALES AND MARKETING STRATEGY IS UNSUCCESSFUL.
------------------------------------------------

A significant  sales and marketing effort will be necessary to achieve the level
of market awareness and sales needed to achieve  profitability from sales of our
new products.  We currently  have only limited  sales and marketing  experience,
both  in  the  United  States  and  abroad,  which  may  limit  our  ability  to
successfully develop and implement our sales and marketing strategy. We need to:

|X| Hire and train  sales and  marketing  personnel;  |X| Manage  geographically
dispersed operations; and |X| Encourage customers to purchase products.

If we fail to successfully  create and implement a sales and marketing  strategy
it could  result in  increased  costs and net losses  with  resulting  potential
failure of the Company.

WE MUST COMPLY WITH  ENVIRONMENTAL  REGULATIONS  OR WE MAY HAVE TO PAY EXPENSIVE
--------------------------------------------------------------------------------
PENALTIES OR CLEAN UP COSTS.
---------------------------

We are  subject to  federal,  state,  local and foreign  laws,  and  regulations
regarding  protection of the  environment,  including air, water,  and soil. Our
manufacturing business involves the use, handling,  storage, and contracting for
recycling or disposal of,  hazardous or toxic  substances  or wastes,  including
environmentally  sensitive materials, such as batteries,  solvents,  lubricants,
degreasing agents,  gasoline and resin. We must comply with certain requirements
for the use, management,  handling,  and disposal of these materials.  We do not
maintain  insurance  for  pollutant  cleanup  and  removal.   If  we  are  found
responsible for any hazardous contamination,  we may have to pay expensive fines
or penalties or perform costly clean-up. Even if we are charged, and later found
not responsible,  for such  contamination or clean up, the cost of defending the
charges could be high.

                                       7

<PAGE>




IF WE DO NOT COMPLY WITH  GOVERNMENT  REGULATIONS,  WE MAY BE UNABLE TO SHIP OUR
--------------------------------------------------------------------------------
PRODUCTS OR MAY HAVE TO PAY EXPENSIVE FINES OR PENALTIES.
--------------------------------------------------------

We are  subject  to  regulation  by  county,  state,  and  federal  governments,
governmental   agencies,  and  regulatory  authorities  from  several  different
countries.  If we fail to  obtain  regulatory  approvals  or  suffer  delays  in
obtaining  regulatory  approvals,  we may not be able to market our products and
services, and generate revenues. Further, we may not be able to obtain necessary
regulatory  approvals.  Although we do not anticipate problems satisfying any of
the regulations  involved, we cannot foresee the possibility of new regulations,
which could  adversely  affect our business.  Our products are subject to export
limitations  and we may be  prevented  from  shipping  our  products  to certain
nations or buyers.

WE RELY ON  PROPRIETARY  DESIGNS  AND  RIGHTS AND IF WE HAVE TO  LITIGATE  THOSE
--------------------------------------------------------------------------------
RIGHTS, OUR EXPENSES COULD SUBSTANTIALLY INCREASE.
-------------------------------------------------

Our intellectual property is important to our business. We rely on a combination
of  license  rights,  trade  secret  laws,   confidentiality   procedures,   and
contractual  provisions to protect our  intellectual  property.  The patents and
patents-pending  protect and enhance the construction of the sleek,  progressive
"V" and double pad-bottomed "V-hull" boat. The hull is designed so that as water
hits the  hull,  it flows to the next  convenient  degree,  creating  a lift and
literally  raising the boat to the top of the water.  The  progressive  "V" hull
gives  the  boats  excellent  stability  and  handling  at low and high  speeds,
extraordinary  tracking for precision handling, and reliability when utilized in
emergency and natural disaster situations.

Our success and ability to compete  depend,  in part,  on the  protection of our
designs and technology. In addition, our technology could infringe on patents or
proprietary   rights  of  others.  We  have  not  undertaken  or  conducted  any
comprehensive patent infringement searches or studies. If any third parties hold
any conflicting rights, we may be required to stop making,  using or selling our
products or to obtain  licenses  from and pay royalties to others.  Further,  in
such  event,  we may not be able to  obtain or  maintain  any such  licenses  on
acceptable  terms,  if at all.  We may need to engage in  future  litigation  to
enforce  intellectual  property  rights or the rights of  customers,  to protect
trade  secrets or to determine the validity and scope of  proprietary  rights of
others,  including customers.  This litigation could result in substantial costs
and diversion of resources and could materially and adversely affect our results
of operations.

WE WILL NEED SIGNIFICANT  ADDITIONAL FUNDS FOR OPERATIONS AND PRODUCT  MARKETING
--------------------------------------------------------------------------------
AND DEVELOPMENT, WHICH WE MAY NOT BE ABLE TO OBTAIN.
---------------------------------------------------

The  expansion  and  development  of  our  business  will  require   significant
additional  capital. We intend to seek substantial  additional  financing in the
future to fund the growth of our operations,  including  funding the significant
capital  expenditures  necessary  for us to  provide  service  in  our  targeted
markets.  We may be unable to obtain  any  future  equity or debt  financing  on
acceptable terms or at all. A market downturn or general market uncertainty will
adversely affect our ability to secure additional financing. If we are unable to
obtain  additional   capital  or  are  required  to  obtain  it  on  terms  less
satisfactory  than what we desire,  we will need to delay  deployment of our new
products  or take other  actions  that  could  adversely  affect  our  business,
prospects,  operating  results and financial  condition.  To date, our cash flow
from  operations has been  insufficient to cover our expenses and capital needs.
Our current capital resources have been expended and we need additional  capital
to continue expansion, which we may not be able to obtain, and failure to obtain
could impair or curtail operations.

                                       8

<PAGE>

THE PRIMARY  BUSINESS  LOCATION  THE COMPANY  OPERATES  FROM MAY HAVE AN ADVERSE
--------------------------------------------------------------------------------
EFFECT ON THE COMPANY'S PERFORMANCE
-----------------------------------

Our  principal  place of business is located at 255 S.  Leland  Norton Way,  San
Bernardino, California 92408, and consists of 11,000 sq. ft., which we rent from
Lasera Technologies,  Inc. on a month to month basis. Beginning October 1, 2006,
the Company began paying Lasera  Technologies  a sum of $3,000 per month for the
space.  Management  anticipates  that this  arrangement will be suitable for our
needs for the foreseeable future. If we were to terminate or if this arrangement
was terminated,  we would have to move our operations to another  location which
is feasible,  cost  effective,  and has building  codes that would allow for the
manufacturing of boats.

THE ECONOMY CAN HAVE AN ADVERSE AFFECT ON OUR COMPANY
-----------------------------------------------------

We are susceptible to fluctuations in the economy.  If fewer boats are purchased
in response to general slowdowns in the economy, our business could be adversely
affected.  Sales of  recreational  boats  generally  fluctuate with the economy.
Fluctuations in the market for  recreational  boats could cause  fluctuations in
our  operating  results  and a decline in the growth of the  recreational  boats
market  could have a material  and  adverse  effect on our  business,  financial
condition, and results of operations.

INTERNATIONAL  TRADE  SITUATIONS  WITH OUR  COMPANY  CAN HAVE AN  AFFECT  ON OUR
--------------------------------------------------------------------------------
BUSINESS
--------

The hulls for our  Vortex  recreational  boats are  manufactured  in China.  The
United States has designated China as a most favored nation,  which has resulted
in low tariffs on imports  into the United  States from  China.  Each year,  the
United  States  reconsiders  the  renewal  of China's  status as a most  favored
nation.  If import tariffs or taxes increase  because the United States does not
renew or even  revokes  China's most favored  nations  status,  or for any other
reason,  our cost of  goods  would  substantially  increase,  and our  business,
financial  condition,  and  results  of  operations  would  likely be  adversely
affected.

CHANGES IN INTERNATIONAL  POLITICAL,  SOCIAL AND ECONOMIC ENVIRONMENT MAY AFFECT
--------------------------------------------------------------------------------
OUR FINANCIAL PERFORMANCE.
-------------------------

Our  financial  performance  may be  affected  by changes in China's  political,
social  and  economic  environment.  We  expect  to be able to  cost-effectively
produce our Vortex  recreational  boats, in part, by manufacturing the hulls for
our boats in China. The role of the Chinese central and local governments in the
Chinese economy is significant. Chinese policies toward economic liberalization,
and laws and policies,  foreign  investment,  currency  exchange rates and other
matters could  change,  resulting in greater  restrictions  on our ability to do
business  and  operate  our  manufacturing  facilities  in  China.  The  Chinese
government could impose surcharges, increase our tax rates, or revoke, terminate
or suspend our operating licenses without  compensating us.  Confrontations have
occurred  between the military and civilians.  If for these or any other reason,
we lose our ability to manufacture  our products in China,  or our cost of doing
business in China increases,  our business,  financial condition, and results of
operations would be materially and adversely affected.

RISKS  RELATED  TO  THIS  OFFERING  AND  OUR  COMMON  STOCK
-----------------------------------------------------------

The Securities and Exchange Commission has adopted a number of rules to regulate
"penny  stock." Such rules include Rules 3a51-1,  15g-1,  15g-2,  15g-3,  15g-4,
15g-5,  15g-6,  15g-7 and 15g-9 under the  Securities  Exchange Act of 1934,  as
amended.

                                       9

<PAGE>

"Penny Stocks" are stocks:

|X|  with a price of less than $5.00 per share;

|X|  that are not traded on a "recognized" national exchange;

|X|  whose price are not quoted on the NASDAQ  automated  Quotation  at not less
     than $5.00 per share;

|X|  issuers with net tangible assets of less than $2 million (if the issuer has
     been in continuous operation less than three years)

The requirements  affecting  brokers  affecting trades in our shares,  which are
discussed in the Risk  Factors,  reduce the  potential  market for our shares by
reducing the number of potential investors. This will make it more difficult for
investors  in our common  stock to sell shares to their  parties or to otherwise
dispose of them.  This,  in turn,  could cause stock price to decline,  and this
impediment  to trading  could cause  difficulty to our stock to ever develop any
consistency in volume,  or any  substantial  volume,  which  negatively  affects
liquidity of the shares and which may adversely affect our share price.

INVESTORS  SHOULD BE AWARE OF THE RISKS IN THE MARKET  FOR PENNY  STOCKS AND THE
--------------------------------------------------------------------------------
POSSIBILITIES OF FRAUD AND ABUSE.
--------------------------------

Stockholders should be aware that, according to SEC, the market for penny stocks
has suffered in recent  years from  patterns of fraud and abuse.  Such  patterns
include  (i)  control  of  the  market  for  the   security  by  one  or  a  few
broker-dealers   that  are  often  related  to  the  promoter  or  issuer;  (ii)
manipulation of prices through prearranged  matching of purchasers and sales and
false and misleading  press releases;  (iii) "boiler room"  practices  involving
high-pressure  sales tactics and unrealistic  price projections by inexperienced
sales persons;  (iv) excessive and undisclosed bid-ask differentials and markups
by selling broker-dealers;  and (v) the wholesale dumping of the same securities
by promoters and broker-dealers  after prices have been manipulated to a desired
level,  along with the  resulting  inevitable  collapse of those prices and with
consequent  investor  losses.  Our  management  is aware of the abuses that have
occurred historically in the penny stock market. The Company will not be able to
control any of such patterns.

WE EXPECT OUR STOCK PRICE TO BE VOLATILE WHICH COULD CAUSE INVESTMENT  LOSSES TO
--------------------------------------------------------------------------------
PURCHASERS OF OUR STOCK.
-----------------------

The trading price of our common stock is likely to be highly volatile. Our stock
price  could  fluctuate  widely  in  response  to many  factors,  including  the
following:

|X|  Our historical and anticipated quarterly and annual operating results;

|X|  Announcements  of new products or services by us or our  competitors or new
     competing technologies;

|X|  Investors perceptions of us and investments relating to the boat industry;

|X|  Developments in the boat industry;

|X|  Technological innovations;

|X|  Changes in pricing made by us, our  competitors or providers of alternative
     services;

|X|  The addition or loss of business customers;

|X|  Variations   between  our  actual   results   and   analyst  and   investor
     expectations;

|X|  Condition   or  trends   in  the  boat   industry,   including   regulatory
     developments;

|X|  Announcements by us of significant  acquisitions,  strategic  partnerships,
     joint ventures or capital commitments;

|X|  Additions or departures of key personnel; and

|X|  General market and economic conditions.

                                       10

<PAGE>


In  addition,  in recent years the stock  market in general,  and the  Over-the-
Counter Bulletin Board Market, in particular, have experienced extreme price and
volume   fluctuations.   These   fluctuations   have  often  been  unrelated  or
disproportionate to the operating  performance of these companies.  These market
and  industry  factors may  materially  and  adversely  affect our stock  price,
regardless of our operating performance.

"PENNY STOCK" RULES  MAY  MAKE  BUYING  OR  SELLING  OUR SECURITIES DIFFICULT.
-----------------------------------------------------------------------------

Trading in our securities is subject to the SEC's "penny stock" rules, described
above and  trading in our  securities  will  continue to be subject to the penny
stock rules for the foreseeable  future.  The SEC has adopted  regulations  that
generally define a penny stock to be any equity security that has a market price
of less than $5.00 per share, subject to certain exceptions. These rules require
that any broker-dealer who recommends our securities to persons other than prior
customers  and  accredited  investors  must,  prior to the sale,  make a special
written suitability  determination for the purchaser and receive the purchaser's
written agreement to execute the transaction.  Unless an exception is available,
the regulations require the delivery, prior to any transaction involving a penny
stock, of a disclosure  schedule explaining the penny stock market and the risks
associated with trading in the penny stock market.  In addition,  broker-dealers
must disclose  commissions  payable to both the broker-dealer and the registered
representative  and  current  quotations  for the  securities  they  offer.  The
additional  burdens  imposed  upon   broker-dealers  by  such  requirements  may
discourage  broker-dealers  from  recommending  transactions  in our securities,
which could  severely  limit the liquidity of our  securities  and  consequently
adversely affect the market price for our securities.

WE WILL NEED TO RAISE ADDITIONAL FUNDS WHICH COULD DILUTE THE SHARES
--------------------------------------------------------------------

We need to raise  additional  funds  through  public or  private  debt or equity
financing to be able to fully execute our business plan. Any additional  capital
raised through the sale of equity may dilute your ownership interest. We may not
be able to raise  additional  funds on  favorable  terms,  or at all.  If we are
unable to obtain  additional  funds,  we will be unable to execute our  business
plan.

OUR SECURITIES HAVE BEEN THINLY TRADED ON THE  OVER-THE-COUNTER  BULLETIN BOARD,
--------------------------------------------------------------------------------
WHICH MAY NOT PROVIDE LIQUIDITY FOR OUR INVESTORS.
-------------------------------------------------

Our  securities  are  quoted  on  the   Over-the-Counter   Bulletin  Board.  The
Over-the-Counter Bulletin Board is an inter-dealer, over-the-counter market that
provides  significantly  less liquidity than the NASDAQ Stock Market or national
or regional exchanges.  Securities traded on the Over-the-Counter Bulletin Board
are usually thinly traded, highly volatile, have fewer market makers and are not
followed by analysts.  The Securities and Exchange  Commission's  order handling
rules,  which  apply to  NASDAQ-listed  securities,  do not apply to  securities
quoted on the Over-the-Counter Bulletin Board. Quotes for stocks included on the
Over-the-Counter Bulletin Board are not listed in newspapers.  Therefore, prices
for  securities  traded  solely on the  Over-the-Counter  Bulletin  Board may be
difficult to obtain and holders of our  securities may be unable to resell their
securities at or near their original acquisition price, or at any price.

                                       11

<PAGE>


INVESTORS MUST CONTACT A BROKER-DEALER TO TRADE OVER-THE-COUNTER  BULLETIN BOARD
--------------------------------------------------------------------------------
SECURITIES AND AS A RESULT, YOU MAY NOT BE ABLE TO BUY OR SELL OUR SECURITIES AT
--------------------------------------------------------------------------------
THE TIMES THAT YOU MAY WISH
---------------------------

Even though our securities are quoted on the  Over-the-Counter  Bulletin  Board,
the  Over-the-Counter  Bulletin  Board  may not  permit  our  investors  to sell
securities when and in the manner that they wish. Because there are no automated
systems for negotiating trades on the Over-the-Counter  Bulletin Board, they are
conducted via  telephone.  In times of heavy market volume,  the  limitations of
this  process  may  result  in a  significant  increase  in the time it takes to
execute investor orders.  Therefore, when investors place market orders an order
to buy or sell a specific  number of shares at the  current  market  price it is
possible  for the  price of a stock to go up or down  significantly  during  the
lapse of time between placing a market order and its execution.

FUTURE  SALES  OF OUR  COMMON  STOCK BY  RESTRICTED  SHAREHOLDERS  COULD  HAVE A
--------------------------------------------------------------------------------
DEPRESSIVE EFFECT ON THE MARKET PRICE FOR OUR STOCK
---------------------------------------------------

We currently have 31,988,541  shares of common stock  outstanding as of June 29,
2007, Subject to restrictions on transfer referred to below, all other shares of
common stock which we have not registered as "restricted  securities" as defined
under the Securities Act (1934) and in the future may be sold in compliance with
Rule 144 under the Securities Act or pursuant to a registration  statement filed
under the  Securities  Act.  Rule 144 generally  provides that a person  holding
restricted  securities  for a period of one year may sell every three  months in
brokerage  transactions  or  market-maker  transactions  an amount  equal to the
greater of (i) one percent  (1%) of our issued and  outstanding  common stock or
(ii) the  average  weekly  trading  volume of the common  stock  during the four
calendar  weeks  prior  to the  sale.  Rule  144  also  permits,  under  certain
circumstances,  the sale of shares  without any quantity  limitation by a person
who is not an affiliate of the company and who has  satisfied a two year holding
period.  The sale of substantial  numbers of these shares,  whether  pursuant to
Rule 144 or pursuant to a registration  statement,  may have a depressive effect
on the market price of our common stock by causing the supply exceeding demand.

In  addition,  sales of  significant  amounts of  restricted  shares held by Mr.
Madhava Rao Mankal and Mr. Daniel Medina,  who own a total of 22,344,000  shares
of common stocks,  or the prospect of these sales,  could  adversely  affect the
market price of our common stock.

WE MAY ISSUE  SHARES TO RAISE  CAPITAL OR FOR  SERVICES IN THE FUTURE AT A PRICE
--------------------------------------------------------------------------------
LOWER THAN THAT PAID BY CURRENT  INVESTORS  AND SUCH ACTIONS  WOULD BE DILUTIVE,
--------------------------------------------------------------------------------
EVEN HIGHLY  DILUTIVE,  OF CURRENT  OUTSTANDING  SHARES,  WHICH WOULD  ADVERSELY
--------------------------------------------------------------------------------
AFFECT MARKET VALUES.
--------------------

We will need to raise  substantial  additional  capital and may issue shares for
cash,  services,  or  acquisitions  at a price  less than  that paid by  current
owners,  as needs  arise.  This poses a risk for  investors  in that there is no
protection  for them against such  dilutive  issuances,  which could  ultimately
adversely affect the market and price for our shares, if a market ever develops.

                                       12

<PAGE>




OUR OPERATING  RESULTS IN FUTURE  PERIODS ARE LIKELY TO FLUCTUATE  SIGNIFICANTLY
--------------------------------------------------------------------------------
AND MAY FAIL TO MEET OR  EXCEED  THE  EXPECTATIONS  OF  SECURITIES  ANALYSTS  OR
--------------------------------------------------------------------------------
INVESTORS, AND THIS COULD AFFECT OUR MARKET PRICE.
-------------------------------------------------

Our annual and quarterly operating results are likely to fluctuate significantly
in the future due to numerous factors, many of which are outside of our control.
These factors include many of which are discussed in other risk factors; such as
low  revenues,  competition,  failure  to  approve  products  proposed,  lack of
additional capital,  management changes, and intellectual  property infringement
claims  to  extremely  high  operating  costs.  If  our  operating  results  are
negatively  affected by any of these  factors,  our operating  results in future
periods could fail to meet or exceed the expectations of securities  analysts or
investors. In that event, any trading price of our common stock would decline.

WE MAY BE  UNABLE  TO OBTAIN  THE  ADDITIONAL  CAPITAL  REQUIRED  TO EXPAND  OUR
--------------------------------------------------------------------------------
BUSINESS.  WE MAY HAVE TO  CURTAIL  OUR  BUSINESS  IF WE  CANNOT  FIND  ADEQUATE
--------------------------------------------------------------------------------
FUNDING, RESULTING ULTIMATELY IN BUSINESS FAILURE.
-------------------------------------------------

Our  ability  to  grow  depends  significantly  on our  ability  to  expand  our
operations  through  internal  growth and by acquiring other companies or assets
that  require  significant  capital  resources.  We may need to seek  additional
capital  from  public or private  equity or debt  sources to fund our growth and
operating plans and respond to other contingencies such as:

|X|  Shortfalls in anticipated revenues or increases in expenses;

|X|  The development of new services; or

|X|  The expansions of our operations, including the recruitment of additional
personnel.

We cannot be  certain  that we will be able to raise  additional  capital in the
future on terms acceptable to us or at all. If alternative  sources of financing
are  insufficient  or  unavailable,  we may be required to modify our growth and
operating  plans in  accordance  with the  extent of  available  financing.  Any
additional  equity  financing  may  involve  substantial  dilution  to our  then
existing stockholders.

OUR PRINCIPAL  OFFICERS AND DIRECTORS OWN 70% OF OUR STOCK WHICH,  IF VOTED IN A
--------------------------------------------------------------------------------
BLOCK WILL BE A CONTROLLING  INTEREST AND INVESTORS WILL HAVE A LIMITED VOICE IN
--------------------------------------------------------------------------------
OUR MANAGEMENT.
--------------

Messrs.  Daniel  Medina and Madhava Rao Mankal,  officers  and  directors of the
Company,  beneficially own approximately 70% of our outstanding common stock. As
a result,  Messrs.  Medina and Mankal have the ability to control  substantially
all matters submitted to our stockholders for approval, including:

|X|  Election of our board of directors;

|X|  Removal of any of our directors;

|X|  Amendment of our certificate of incorporation or bylaws; and

|X|  Adoption  of  measures  that could  delay or prevent a change in control or
     impede a merger,  takeover  or other  business  combination  involving  the
     company.

As a result of their  ownership and positions  with little  additional  support,
Messrs.   Mankal  and  Medina  are  able  to  influence  all  matters  requiring
stockholder  approval,  including  the  election of  directors  and  approval of
significant corporate transactions.

                                       13

<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTIES

The  Company's  principal  place of business is located at 255 S. Leland  Norton
Way, San Bernardino,  California 92408. The Company subleases 11,000 square foot
of space at a rate of $3,000  per  month  from  Lasera  Technologies,  Inc.  The
Company  uses  the  space  to  assemble  boats  and  fiberglass  lay-up.  It  is
anticipated  that this  arrangement will be suitable for the Company's needs for
the foreseeable future.

The Company's  mailing address is 10088 6th Street,  Suite G, Rancho  Cucamonga,
California  91730. The Company pays nominal rent of $50 rent for the use of this
mailing address.

ITEM 3.  LEGAL PROCEEDINGS

As of April 30, 2007,  the  Company,  nor any members of  management  were not a
party to any legal proceedings.

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

None.


                                     PART II

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

Medina     International     Holdings,     Inc.     is     quoted     on     the
Over-the-Counter Bulletin Board  (OTCBB) and the trading symbol is MIHI.OB.  The
Company began trading on the OTCBB in May 2006.  There may never be  substantial
activity in the market and if there is substantial  activity,  such activity may
not be  maintained,  and no prediction can be made as to what prices may prevail
in market.

As of the date of this  report,  there  had been  trading  or  quotation  of the
Company's  common  stock.  The range of high and low trade  quotations  for each
fiscal  quarter  since the last report,  as reported by the  National  Quotation
Bureau Incorporated, was as follows:

             2006                        High              Low
             ----                        ----              ---
July 31, 2005                       No Quote         No Quote
October 30, 2005                    No Quote         No Quote
January 31, 2006                    No Quote         No Quote
April 30, 2006                      No Quote         No Quote


             2007                        High              Low
             ----                        ----              ---
July 31, 2006                       No Quote         No Quote
October 31, 2006                    No Quote         No Quote
January 31, 2007                        0.34             0.20
April 30, 2007                          0.40             0.20

As of April 30,  2007,  there were 88  shareholders  of record of the  Company's
common Stock.

                                       14

<PAGE>

DIVIDEND POLICY

The Company has not declared or paid any cash  dividends on its common stock and
does not anticipate paying dividends for the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

The Company made the following  unregistered sales of its securities from May 1,
2004 through April 30, 2007.
<TABLE>
<CAPTION>
<S>  <C>            <C>                 <C>                 <C>                           <C>

                                          Number of
       Date                Title            Shares            Purchase/Holder           Consideration
       ----                -----            ------            ---------------           -------------

     11/15/04       Common Stock        12,000,000          Madhava Rao Mankal             $1,200
     11/15/04       Common Stock        12,000,000          Daniel F. Medina               $1,200
     12/14/05       Common Stock           120,000          Business Associates              $120
     9/26/05        Common Stock            23,700          Business Associates           $11,801
     9/26/05        Common Stock            15,609          Independent Directors         Services
     9/26/05        Common Stock            25,000          Business Associate            $12,500
     9/26/05        Common Stock            20,000          Point of View                 License utilization
     11/14/05       Common Stock               800          Business Associate            Royalty Fee
     11/18/05       Common Stock         1,000,000          Business Associate            Manufacturing Services
     11/18/05       Common Stock            71,000          Business Associates           Services
     11/18/05       Common Stock            18,750          Independent Directors         Services
     11/18/05       Common Stock               350          Business Associate            Rent
     11/18/05       Common Stock            13,332          Point View                    License utilization
     3/24/06        Common Stock            50,000          Genesis Companies             500,000 shares of Genesis
                                                            Group, Inc.                   Companies Group, Inc.
      3/7/06        Common Stock            18,750          Independent Directors         Services
      3/7/06        Common Stock               600          Business Associates           Rent
      3/7/06        Common Stock            60,000          Business Associates           $30,000
      3/7/06        Common Stock           240,000          Business Associates           Services
      3/7/06        Common Stock               800          Business Associates           Royalty Fee
     3/15/06        Common Stock            50,000          Business Associates           Services
     3/15/06        Common Stock           310,000          Business Associates           Services
     3/15/06        Common Stock           125,000          Business Associates           Services
     4/27/06        Common Stock            22,000          Business Associates           $11,000
     4/27/06        Common Stock            1,200           Business Associates           Royalty Fee
     4/27/06        Common Stock            80,000          Business Associates           Services
      8/5/06        Common Stock           125,000          Business Associates           Services
     9/21/05        Common Stock            50,000          Business Associates           Consulting Services
     9/21/06        Common Stock            50,000          Business Associates           Services
     9/21/06        Common Stock            18,750          Independent Directors         Services
     9/21/06        Common Stock               300          Business Associates           Rent
     9/21/06        Common Stock             1,200          Business Associates           Royalty Fee
     9/21/06        Common Stock            50,000          Business Associates           Services
     9/21/06        Common Stock           100,000          Business Associates           Conversion of $18,700 of debt
     10/3/06        Common Stock           100,000          Business Associates           $50,000
     10/3/06        Common Stock            20,000          Business Associates           Consulting Services
     10/25/06       Common Stock           500,000          Business Associates           Consulting Services
     2/12/07        Common Stock            18,750          Independent Directors         Services
     2/12/07        Common Stock               150          Business Associate            Rent
     2/12/07        Common Stock             2,000          Business Associate            License Royalty
     2/22/07        Common Stock           200,000          Business Associates           $50,000

</TABLE>

                                       15


<PAGE>


     EXEMPTION  FROM  REGISTRATION  CLAIMED.  The  sale  by the  Company  of its
     unregistered  securities  was made by  Registrant  in reliance upon Section
     4(2) of the  Securities  Act of 1933, as amended.  The  corporation,  which
     purchased  the  unregistered  securities,  was known to the Company and its
     management, through pre-existing business relationships.  The purchaser was
     provided access to all material  information,  which it requested,  and all
     information  necessary to verify such  information and were afforded access
     to management of the Company in connection with the purchase. The purchaser
     of the unregistered  securities acquired such securities for investment and
     not  with a view  toward  distribution  acknowledging  such  intent  to the
     Company.  All certificates or agreements  representing such securities that
     were issued contained restrictive legends,  prohibiting further transfer of
     the certificates or agreements  representing such securities,  without such
     securities   either  being  first   registered  or  otherwise  exempt  from
     registration in any further resale or disposition.


ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CAUTIONARY AND FORWARD LOOKING STATEMENTS

In  addition  to  statements  of  historical  fact,  this Form  10-KSB  contains
forward-looking  statements.  The  presentation  of  future  aspects  of  Medina
International  Holdings,   Inc.  ("Medina  International  Holdings,   Inc."  the
"Company" or "issuer") found in these statements is subject to a number of risks
and  uncertainties  that could cause actual  results to differ  materially  from
those  reflected in such  statements.  Readers are  cautioned not to place undue
reliance  on  these  forward-looking  statements,   which  reflect  management's
analysis  only as of the date hereof.  Without  limiting the  generality  of the
foregoing,  words  such as "may,"  "will,"  "expect,"  "believe,"  "anticipate,"
"intend,"  or  "could"  or  the  negative   variations   thereof  or  comparable
terminology are intended to identify forward-looking statements.

These forward-looking statements are subject to numerous assumptions,  risks and
uncertainties  that may cause the  Company's  actual  results  to be  materially
different from any future results  expressed or implied by Medina  International
Holdings,  Inc. in those  statements.  Important facts that could prevent Medina
International  Holdings,  Inc. from achieving any stated goals include,  but are
not limited to, the following:

Some of these risks might include, but are not limited to, the following:

(a)  volatility or decline of the Company's stock price;

(b)  Potential fluctuation in quarterly results;

(c)  Failure of the Company to earn revenues or profits;

(d)  Inadequate  capital to continue or expand its  business  inability to raise
     additional capital or financing to implement its business plans;

(e)  Failure to achieve a business;

(f)  Rapid and significant changes in markets;

(g)  Litigation with or legal claims and allegations by outside parties; and (h)
     Insufficient revenues to cover operating costs.

There is no assurance that the Company will be  profitable,  the Company may not
be able to successfully develop, manage or market its products and services, the
Company may not be able to attract or retain qualified executives and personnel,
the Company's products and services may become obsolete,  government  regulation
may hinder the Company's  business,  additional  dilution in  outstanding  stock
ownership may be incurred due to the issuance of more shares, warrants and stock
options, or the exercise of warrants and stock options, and other risks inherent
in the Company's businesses.

                                       16

<PAGE>


The Company  undertakes no obligation to publicly  revise these  forward-looking
statements to reflect events or circumstances  that arise after the date hereof.
Readers should  carefully  review the factors  described in other  documents the
Company  files from time to time with the  Securities  and Exchange  Commission,
including the Quarterly  Reports on Form 10-QSB and Annual Report on Form 10-KSB
filed by the Company and any Current Reports on Form 8-K filed by the Company.

RESULTS OF OPERATION FOR THE YEAR ENDED APRIL 30, 2007 AS COMPARED TO YEAR ENDED
APRIL 30, 2006.

The Company did not recognize  any revenues  during the fiscal years ended April
30, 2007 and 2006. The Company did not recognize any revenues, as the Company is
in the process of manufacturing fire and rescue boats for sale.

We  expect  the trend of losses to  continue  for the  foreseeable  future as we
attempt to commerce some business.

OPERATING EXPENSES

The Company  incurred  total  operating  expenses of $628,399 for the year ended
April 30, 2007, as compared to operating expenses  $1,039,501 for the year ended
April 30, 2006.  The  decrease of $411,103 in operating  expenses is primarily a
result of a decrease of $508,313stock compensation expenses compared to the year
ended April 30, 2006. The operating  expenses for the year ended April 30, 2007,
primarily included $38,290 in professional fees,  $485,000 in stock compensation
and $105,109 in general and administration  expenses. The operating expenses for
the year ended  April 30,  2006,  which  included  $17,185 in  profession  fees,
$993,313 in stock  compensation  and  $29,003  for  general  and  administration
expenses.

The Company  recognized an interest  expense of $18,594 for the year ended April
30, 2007, compared to an interest expense of $63 for the year ended of April 30,
2006.  The  increase  of $18,531 is due to an  increase  of funds  loaned to the
Company.  For the year ended April 30, 2007, the Company recognized other income
of $1,529,  compared to $52 for the year ended April 30,  2006.  The increase of
$1,477 was due to a one time  commission  received on the sale of some parts and
equipment that Company was unable to use.

NET LOSS

The Company recognized a net loss of $649,321 for the year ended April 30, 2007,
compared  to a net loss of  $1,039,512  for the year ended April 30,  2006.  The
decrease of $390,191  was due to the $411,103  decrease in  operating  expenses,
caused by the $508,313 decrease in stock compensation  expense. The net loss per
share for the year ended  April 30,  2007 was $0.022  compared to $0.037 for the
year ended April 30, 2006.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2007,  the Company had $5,136 in cash, an inventory  (consisting
of two recreational  boat hull and decks,  three 15' fire rescue jet engines) of
$54,557,  and fixed  assets  (consisting  of molds for the 12', 15' and 21' fire
rescue jet) of $320,465.  The Company's total current  liabilities were $465,630
as of April 30, 2007, which was represented  mainly accounts payable and accrued
interest  payable of $144,737,  advances  from  customers  of $20,500,  lines of
credits  totaling  $28,805  and  short-term  loans  from  stockholders  totaling
$261,588.  At April 30, 2007, the Company's current liabilities exceeded current
assets by $405,819.

                                       17

<PAGE>

As of April 30, 2006,  the Company had $1,968 in cash, an inventory  (consisting
of two  recreational  boat hull and decks)  totaling  $11,428,  and fixed assets
(consisting of molds for 21' fire rescue jet) totaling  $188,910.  The Company's
total  current  liabilities  were  $252,540  as of April  30,  2006,  which  was
represented  mainly by accounts payable and accrued interest payable of $79,784,
lines of credits totaling $25,765, note payable totaling $17,000, and short-term
loans from  stockholders  totaling  $129,991.  At April 30, 2006,  the Company's
current liabilities exceeded current assets by $238,344.

The Company used $105,915 in operating  activities  for the year ended April 30,
2007 compared to $13,283 for year ended April 30, 2006. The Company used cash of
$131,554  in  investing  activities  during the year ended April 30, 2007 on the
manufacturing of molds for the fire and rescue  watercrafts.  For the year ended
April 30,  2006,  the Company had used cash  $213,910 for  manufacturing  of the
molds for the fire and rescue watercrafts. During the year ended April 30, 2007,
the Company  obtained  $240,637 from  financing  activities,  which included the
$3,040  increase  in the  lines of  credits  held by the  Company  and  $131,597
obtained in short-term loans from stockholders of the Company. In addition,  the
Company sold shares of its common stock for $96,000. At the year ended April 30,
2007, the Company obtained $240,637 through its financing activities.

The Company has an  accumulated  deficit,  as of April 30, 2007,  of  $1,787,113
compared to the year ended April 30, 2006 of  $1,137,192.  The Company  does not
have  capital  sufficient  to meet  its  cash  needs,  including  the  costs  of
compliance with the continuing reporting requirements of the Securities Exchange
Act of 1934.  Management  will have to seek loans or equity  placements to cover
such cash needs and cover outstanding payables.  Lack of existing capital may be
a sufficient impediment to prevent us the Company from accomplishing the goal of
expanding operations. There is no assurance,  however, that without funds we the
Company will  ultimately be able to carry out its business.  No  commitments  to
provide  additional  funds have been made by the  Company's  management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to cover its  expenses as they are  incurred.
Irrespective of whether the Company's cash assets prove to be inadequate to meet
its  operational  needs,  the management  might seek to compensate  providers of
services by issuances of stock in lieu of cash.

GOING CONCERN

The Company's auditor has issued a "going concern"  qualification as part of his
opinion in the Audit Report. There is substantial doubt about the ability of the
Company to continue as a "going  concern."  The Company has no revenue,  limited
capital,  debt in excess of $465,630, no significant cash, minimal other assets,
and no capital commitments.

CRITICAL ACCOUNTING POLICIES

Management is required to make judgments,  assumptions and estimates that affect
the  amounts  reported  when  we  prepare   financial   statements  and  related
disclosures in conformity with generally accepted  accounting  principles in the
United  States.  Note,  "Summary of  Significant  Accounting  Policies,"  to the
financial  statements  for the fiscal year ended April 30,  2007  describes  the
significant  accounting  policies  and methods  used in the  preparation  of our
financial statements. Estimates are used for, but not limited to, our accounting
for   contingencies,   inventory   valuation,   goodwill  and  intangible  asset
impairments,  restructuring costs, and income taxes. Actual results could differ
from these estimates.

                                       18

<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

Please refer to pages F-1 through F-11.

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

None.

ITEM 8a CONTROLS AND PROCEDURES

EVALUATION OF INTERNAL AND DISCLOSURE CONTROLS

The  management of the company has evaluated the  effectiveness  of the issuer's
disclosure  controls  and  procedures  as of the end of the period of the report
(evaluation  date) and have  concluded that the  disclosure  controls,  internal
controls and procedures are adequate and effective  based upon their  evaluation
as of the evaluation date.

There  were no changes  in the small  business  issuers  internal  control  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act
that occurred  during the small business  issuers fourth fiscal quarter that has
materially  affected or is  reasonable  likely to materially  affect,  the small
business issuers internal control over financial reporting.

ITEM 8B.  OTHER INFORMATION
None.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE  OFFICERS OF THE REGISTRANT AND COMPLIANCE  WITH
SECTION 16(A)

The directors and executive officers of the Company, as of June 29, 2007, are as
follows:

           Name                    Age                 Position
           ----                    ---                 --------

Daniel Medina                       52         President Chief Executive Officer
                                               & Director
Madhava Rao Mankal                  55         Chief Financial Officer
Mike Swanson                        50         Director
Tony Eishet                         49         Director
Arun Madhav                         45         Director

Our success  depends on the  performance of our two officers and directors,  Mr.
Medina and Mr. Mankal.  We do not have "key person" life  insurance  policies on
any of our employees nor do we have  employment  agreements for fixed terms with
any of  our  employees.  Any  of our  employees,  including  any  member  of our
management  team, may terminate his or her employment with us at any time. Given
our early stage of development,  we depend on our ability to retain and motivate
high quality personnel, especially our officers. Our future success also depends
on our continuing  ability to identify,  hire, train and retain highly qualified
technical,  sales, marketing and customer service personnel.  Moreover, the boat
industry has a high level of employee  mobility  and  aggressive  recruiting  of
skilled  personnel.  We may be unable to continue to employ our key personnel or
to attract and retain qualified personnel in the future.

                                       19

<PAGE>

BIOGRAPHIES OF OFFICERS AND DIRECTORS

Set forth below is a brief  description  of the  background  of our officers and
directors, based upon information provided by them to us.

DANIEL MEDINA, PRESIDENT AND DIRECTOR

Mr.  Medina  worked  as a  Sales  Representative  and  Production  Manager  with
Rosemary's  Draperies from  1973-1985.  Daniel Medina owned Lavey Craft Boat Co.
from  1985-1992.  Mr. Medina was also a partner in California  Cool Custom Boats
from 1992- June 1997. He worked as the designer and manufacturer of all of their
boats.  Mr.  Medina  served as Director of Sales and  Marketing  and  Production
Manager for Sonic Jet  Performance,  Inc.  from October 1999 to October 2001 and
successfully  increased the company revenue by 50%. He has extensive  experience
in every phase of sales, marketing and manufacturing. Mr. Medina also serves as
an officer and director of Genesis Companies Group, Inc.

MADHAVA  RAO MANKAL, CHIEF FINANCIAL OFFICER AND DIRECTOR

Mr. Mankal has more than 28 years of  experience  as an executive.  He served as
President and the Chief Financial  Officer of Force Protection,  Inc.  (formerly
Sonic Jet  Performance,  Inc.) from May 1999 to  December  2003.  He served as a
director of Force  Protection,  Inc.  until  September  30, 2004. He has over 25
years of senior  financial  management  experience,  including  the positions of
controller,  chief financial officer and financial  advisor.  Mr. Mankal has his
Chartered  Accountant  and Cost  Accountant  certifications  from India.  He has
received a Certified Management Accountant in the Untied States. He is member of
the  Institute of Chartered  Accountants  of India,  Institute of Cost and Works
Accountants  of India and  Institute  of  Management  Accountants  in the United
States. He has Bachelor Degree in Commerce from Bangalore University.  Mr.
Mankal also serves as an officer and director of Genesis Companies Group, Inc.

MICHAEL  SWANSON, DIRECTOR

Michael Swanson has worked for the City of Orange Fire Department since 1983 and
his  present  position  is as Fire  Captain.  Prior to that,  he worked  for the
Federal Fire  Department for the last four years.  He is an active member of the
Orange Fire Department Medical Core Committee, the Safety Committee and Physical
Fitness Committee. He is also a member of the International  Association of Fire
Fighters  Local  2386,   and  is  a  member  of  the   California   Professional
Firefighters.  In 1990,  Mr. Swanson was a recipient of the Valor Award from the
Orange Rotary Club,  for his actions in saving the life of a child.  Mr. Swanson
is a Certified  Instructor at the Saddleback College Paramedic School,  where he
has served as a Spinal  Immobilization  Instructor,  Advanced Airway Instructor,
Emergency Technician Instructor, State Paramedic, State Fire Officer (on going),
Haz Mat, Trench, Swift Water, Confined Space First Responder (on going).

TONY A.  ESHIET, DIRECTOR

Mr. Eshiet has been the Chief Operating Officer of HollyTouch Corporation, since
August 2001.  Prior to that,  Mr.  Eshiet was the Executive  Vice  President and
Financial  Center  Manager of CITIBANK  from June 2000 to August 2001.  Prior to
joining Citibank,  Mr. Eshiet was the Vice-President and Branch Manager of WELLS
FARGO  BANK  from  September  1991 to June  2000,  where he  managed  high-level
branches in Century City, Long Beach and Monterey Park in California. Mr. Eshiet
was recognized as a "Circle of Stars  Performer" on many occasions,  he has also
received  Wells Fargo's  "Golden Coach Award" given to the top Branch Manager in
sales and  customer  service.  Mr.  Eshiet has a Bachelor  of Science  degree in
Banking  and  Finance  from  Johnson C. Smith  University  in  Charlotte,  North
Carolina,  where he was  honored as an  "Outstanding  Student of the Year".  Mr.
Eshiet  received his Master Degree in Business  Administration  (M.B.A) from the
University  of Phoenix.  Mr.  Eshiet holds a number of licenses in the financial
and investment field, including his Series 7, Series 24, Series 63 and also Life
and  Health.  Mr.  Eshiet  serves  on  Corporate  Board  of  Directors  of S & P
Investment Inc. and American Film Venture Group.

                                       20

<PAGE>

ARUN  MADHAV, DIRECTOR

Mr.  Madhav is the founder and  director of Eka  Technologies,  Inc.,  a product
design  and  development  company,   since  May  2003.  Prior  to  starting  Eka
Technologies,  Inc., Arun held various positions at Interlink Electronics,  Inc.
from April 1997 through May 2003.  Among those  positions he was the Director of
Product Marketing at Interlink  Electronics,  Inc. (LINK).  During his tenure at
Interlink,  he  introduced  several new and  innovative  products  ranging  from
radio-frequency  remotes to signature pads. Prior to Intelink, he introduced new
system level  products in the field of  Non-Destructive  testing for  companies,
such as Physical Acoustics,  Nuson and Ultran Laboratories.  Mr. Madhav has a BS
in  Mechanical  Engineering  from  Bangalore  University,  an MS in  Engineering
Science and  Mechanics  from Virginia  Tech,  and an MBA from  California  State
University, Northridge.

EMPLOYMENT AGREEMENTS

At this time,  none of the officers of the Company or any of its  employees  are
subject to employment agreements.

BOARD OF DIRECTORS

Our Board of Directors  consists of 5  individuals,  two of whom are officers of
the Company.  Directors  are elected to the Board of Directors for a 1 year term
and are elected on an annual  basis.  Executive  officers  are  appointed by the
board of directors on an annual basis and serve until their successors have been
duly elected and qualified.  There are no family  relationships among any of our
directors, officers or key employees.

RESOLUTION OF CONFLICTS OF INTEREST

Currently,  the Company does not have a procedure,  in place,  which would allow
our  officers or  directors to resolve  potential  conflicts  in an  arms-length
fashion.  Accordingly,  they will be required to use their discretion to resolve
them in a manner which they consider appropriate.

Further,  we do not have a procedure  in place with  regard to any  intellectual
property  that an officer or director  might  develop in another  business.  The
policy  and the  exception  is that,  if it is related  to the  business  of our
company,  it belongs to the Company.  Although our officers and  directors  have
indicated that they are not involved in any  intellectual  property  development
(IP) outside of our company, our position would be that, if it is not related to
our company's business, we would not assert any ownership claim to such IP.

We are not aware of any apparent  conflict with any other business or venture in
which any employee, officer or director may be involved. All of the officers and
directors  have  indicated  that they do not have any business  interests in any
business, suppliers,  subcontractor, or sales entity that directly or indirectly
competes with our company.

AUDIT COMMITTEE FINANCIAL EXPERT

We  currently do not have an audit  committee  financial  expert  serving on our
audit committee.


                                       21


<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain information concerning  compensation paid
by the Company to the President  and the  Company's two most highly  compensated
executive officers for the fiscal years ended April 30, 2005, 2006, and 2007 the
"Named Executive Officers"):
<TABLE>
<CAPTION>
<S>              <C>    <C>        <C>      <C>      <C>       <C>             <C>             <C>             <C>


                           SUMMARY COMPENSATION TABLE

                                                                None equity     Nonqualified
                                                                 incentive        deferred
                                            Stock    Option         plan        compensation     All other
                         Salary     Bonus   awards    awards    compensation      earnings      compensation     Total
Name & Position  Year      ($)       ($)      ($)      ($)          ($)             ($)             ($)           ($)
---------------- ------ ---------- -------- -------- --------- --------------- --------------- --------------- ----------

Daniel Medina,   2007      $ 0       $ 0     $ -0-    $ -0-        $ -0-            $-0-            $-0-          $ 0
President &      2006      $ 0       $ 0     $ -0-    $ -0-        $ -0-            $-0-            $-0-          $ 0
Director(1)      2005      $ 0       $ 0     $ 1,200  $ -0-        $ -0-            $-0-            $-0-          $ 0
---------------- ------ ---------- -------- -------- --------- --------------- --------------- --------------- ----------
Madhava Rao      2007      $ 0       $ 0     $ -0-    $ -0-        $ -0-           $ -0-           $ -0-          $ 0
Mankal, CFO &    2006      $ 0       $ 0     $ -0-    $ -0-        $ -0-           $ -0-           $ -0-          $ 0
Director(1)      2005      $ 0       $ 0    $ 1,200   $ -0-        $ -0-           $ -0-           $ -0-          $ 0
---------------- ------ ---------- -------- -------- --------- --------------- --------------- --------------- ----------
</TABLE>


(1)  Messrs.  Medina and Mankal received 12,000,000 shares at a price of $0.0001
     (par value) per share.

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
                  --------------------------------------------

The following table sets forth certain information concerning outstanding equity
awards held by the Company's  executive officers for the fiscal year ended April
30, 2007 the "Named Executive Officers":

<TABLE>
<CAPTION>

------------ -------------------------------------------------------------- ---------------------------------------
                           Option Awards Stock awards
------------ -------------------------------------------------------------- ---------------------------------------
                                                                                                          Equity
                                                                                                          incentive
                                                                                               Equity     plan
                                                                                               incentive  awards:
                                           Equity                                              plan       Market
                                          incentive                                   Market   awards:    or
                                            plan                                      value    Number     payout
                                           awards:                          Number    of       of         value
                                          Number of                         of        shares   unearned   of
              Number of     Number of    securities                         shares    of       shares,    unearned
             securities    securities    underlying                         or        units    units or   shares,
             underlying    underlying    unexercised  Option                units     of       other      units
             unexercised   unexercised    unearned    exercise  Option      of        stock    rights     or
   Name        options     options (#)     options     price    expiration  stock     that     that       others
                 (#)      unexercisable      (#)        ($)        date     that      have     have not   rights
             exercisable                                                    have      not      vested     that
                                                                            not       vested      (#)     have
                                                                             vested     ($)               not
                                                                               (#)                         vested
                                                                                                            ($)
<S>          <C>          <C>            <C>          <C>       <C>         <C>       <C>      <C>        <C>

------------ ------------ -------------- ------------ --------- ----------- --------- -------- ---------- ---------
Daniel           -0-           -0-           -0-       $ -0-        -         -0-      $ -0-      -0-       -0-
Medina
------------ ------------ -------------- ------------ --------- ----------- --------- -------- ---------- ---------
Madhava          -0-           -0-           -0-       $ -0-        -         -0-      $ -0-      -0-       -0-
Rao Mankal
------------ ------------ -------------- ------------ --------- ----------- --------- -------- ---------- ---------

</TABLE>

                                       22

<PAGE>

On May 20, 2005, the Board of Directors  approved the issuance of 10 shares of a
Series A Preferred Convertible Stock to Messrs. Medina and Mankal, each. At this
time the shares of the Series A Preferred Convertible Stock have not been issued
to Messrs. Medina and Mankal.

STOCK OPTION AND AWARD PLAN

We have adopted the 2006 Medina  International  Holdings,  Inc. Stock Option and
Compensation  Award  Plan  (the  "Plan"),  which  was  approved  by the board of
directors  on August 28, 2006 to obtain and retain the  services of the types of
employees,  consultants  and directors who will contribute to the Company's long
range success and to provide  incentives  which are linked directly to increases
in share  value  which will  incur to the  benefit  of all  stockholders  of the
Company.

Under the Plan, 2,000,000 shares of common stock shall be reserved and available
for issuance.  Stock reserved  thereunder  may consist,  in whole or in part, of
authorized  and  unissued  shares  of  treasury   shares.   The  plan  shall  be
administered  by either  (i) the Board,  or (ii) a  committee  appointed  by the
Board.  No stock options were granted or exercised  during the fiscal year ended
April 30, 2006, other than 2,000,000 shares approved for issuance and registered
on Form S-8.  During the year ended April 30, 2007,  the Company  issued a total
100,000 shares under the Plan to consultants engaged by the Company.

Aggregated  Option/SAR  Exercises  in Last  Fiscal  Year  and  Fiscal  Year  End
Option/SAR Values

No options were exercised during the fiscal years ended April 30, 2007 and 2006.

<TABLE>
<CAPTION>
Aggregated  Option/SAR  Exercises  in  Last  Fiscal  Year  and  Fiscal  Year-End
Option/SAR Values
<S>                               <C>         <C>           <C>                <C>

                                                                Number of           Value of
                                                               Securities         Unexercised
                                                               Underlying         In-the-Money
                                                               Unexercised      Options/SARS at
                                                             Options/SARS at     FY-End ($)(1)
                                                                 FY-End
                                                            ------------------ ------------------
                                   Shares
                                  Acquired
                                     on          Value
                                  Exercise    Realized        Exercisable/        Exercisable/
             Name                    (#)          ($)         Unexercisable      Unexercisable
             ----                    ---          ---         -------------      -------------

Daniel Medina                         0            0               -/0                $-/0
Madhav Rao Mankal                     0            0               -/0                $-/0
</TABLE>

Long Term Incentive Plans - Awards in Last Fiscal Year

None.

                                       23

<PAGE>
<TABLE>
<CAPTION>
                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to the Company's directors during the year ended April 30, 2007:

----------------- ------------- ------------- ------------- --------------- --------------- ---------------- ------------
<S>               <C>           <C>           <C>           <C>             <C>             <C>              <C>
                  Fees earned                                                Nonqualified
                   or paid in      Stock         Option       Non-equity       deferred
      Name            cash       awards ($)    awards ($)     incentive      compensation      All other        Total
                      ($)                                        plan          earnings      compensation        ($)
                                                             compensation        ($)              ($)
                                                                 ($)
----------------- ------------- ------------- ------------- --------------- --------------- ---------------- ------------
Daniel Medina        $ -0-         $ -0-         $ -0-          $ -0-           $ -0-            $ -0-          $ -0-
----------------- ------------- ------------- ------------- --------------- --------------- ---------------- ------------
----------------- ------------- ------------- ------------- --------------- --------------- ---------------- ------------
Madhava Rao          $ -0-         $ -0-         $ -0-          $ -0-           $ -0-            $ -0-          $ -0-
Mankal
----------------- ------------- ------------- ------------- --------------- --------------- ---------------- ------------
----------------- ------------- ------------- ------------- --------------- --------------- ---------------- ------------
Tony Eshiet(1)       $ -0-        $ 6,250        $ -0-          $ -0-            $-0-            $ -0-          $ -0-
----------------- ------------- ------------- ------------- --------------- --------------- ---------------- ------------
----------------- ------------- ------------- ------------- --------------- --------------- ---------------- ------------
Michael Swanson      $ -0-        $ 6,250        $ -0-          $ -0-           $ -0-            $ -0-          $ -0-
(1)
----------------- ------------- ------------- ------------- --------------- --------------- ---------------- ------------
----------------- ------------- ------------- ------------- --------------- --------------- ---------------- ------------
Arun Madhav(1)       $ -0-        $ 6,250        $ -0-          $ -0-           $ -0-            $ -0-          $ -0-
----------------- ------------- ------------- ------------- --------------- --------------- ---------------- ------------
</TABLE>

(1) During the year ended  April 30,  2007,  the  independent  directors  of the
Company, Messrs. Eshiet, Swanson and Madhav were issued a total of 37,500 shares
or 12,500 shares each.  The shares were issued at a price of $0.50 per share for
total compensation of $18,750.

The other compensation  consists of the individual's  salary for his services as
an officer of the Company for the year ended April 30, 2007.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Section  16(a) of the Exchange  Act,  requires our officers and  directors,  and
persons  who own more than 10% of a  registered  class of the  Company's  equity
securities, to file reports of ownership and changes in ownership of our company
equity securities with the SEC and NASDAQ. Officers,  directors and greater-than
10%  shareholders are required by the SEC regulation to furnish the Company with
copies of all Section 16(a) that they file.

The following  table sets forth  certain  information  regarding the  beneficial
ownership  of  outstanding  shares of our common  stock as of June 29, 2007 on a
fully diluted basis,  by (a) each person known by us to own  beneficially  5% or
more of our  outstanding  shares  of  common  stock,  (b) our  directors,  Chief
Executive  Officer,  Chief  Financial  Officer and executive  officers  named in
"MANAGEMENT--Director and Executive Compensation," and (c) all our directors and
executive officers as a group

                                       24

<PAGE>
<TABLE>
<CAPTION>
<S>                               <C>                          <C>                    <C>
Name, Address & Nature of
Beneficial Owner                  Title of Class                 Amount               Percent of Class(1)
----------------                  --------------                 ------               ----------------
---------------------------- -------------------------- -------------------------- --------------------------
Daniel Medina,
President, CEO & Director
11564 E. Beverly Blvd.             Common Stock                11,099,000                   34.69%
Whittier, CA 90601
---------------------------- -------------------------- -------------------------- --------------------------
Madhava Rao Mankal,                Common Stock                11,245,000                   35.15%
Chief  Financial  Officer &
Director
7476 Sungold Ave.
Corona, CA 92880
---------------------------- -------------------------- -------------------------- --------------------------
Mike Swanson,
Director
5059 Quail Run Rd #7               Common Stock                  42,703                      0.13%
Riverside, CA 92507
---------------------------- -------------------------- -------------------------- --------------------------
Tony Eshiet,
Director
10088 6th Street, Ste G            Common Stock                  42,703                      0.13%
Rancho Cucamonga, CA 90730
---------------------------- -------------------------- -------------------------- --------------------------
Arun Madhav,
Director
3637 Flordale Court                Common Stock                  44,703                      0.14%
Thousand Oaks, CA 90360
---------------------------- -------------------------- -------------------------- --------------------------
Officers and Directors, as         Common Stock                22,474,109                   70.24%
a group (5 individuals)
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

     (1) Based on 31,988,541  shares of common stock issued and  outstanding  on
June 29, 2007.

Section 16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"),  requires the Company's officers and directors,  and persons who own more
than 10% of a  registered  class of the  Company's  equity  securities,  to file
reports of  ownership  and  changes in  ownership  of equity  securities  of the
Company  with the  Securities  and  Exchange  Commission  and NASDAQ.  Officers,
directors and  greater-than  10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings. At the time of this filing,  Messrs.  Eshiet,  Madhav and Swanson
were delinquent in filing Form 4s reporting changes in their ownership  position
of the Company.

                                       25

<PAGE>

                                     PART IV

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company has adopted a policy under which any  consulting or finders fee that
may be paid to a third  party or  affiliate  for  consulting  services to assist
management  in evaluating a prospective  business  opportunity  would be paid in
stock  and/or in cash.  Any such  issuance  of stock  would be made on an ad hoc
basis.  Accordingly,  the Company is unable to predict whether or in what amount
such a stock issuance might be made.

Although there is no current plan in existence,  it is possible that the Company
will adopt a plan to pay or accrue  compensation  to its officers and  directors
for services related to seeking business  opportunities  and completing a merger
or acquisition transaction.

Although  management  has no current  plans to cause the Company to do so, it is
possible  that the  Company  may enter  into an  agreement  with an  acquisition
candidate requiring the sale of all or a portion of the Common Stock held by the
Company's  current  stockholders  to the  acquisition  candidate  or  principals
thereof,  or to other individuals or business entities,  or requiring some other
form of payment to the Company's current  stockholders,  or requiring the future
employment  of specified  officers  and payment of salaries to them.  It is more
likely  than  not  that  any  sale  of  securities  by  the  Company's   current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an  acquisition  involving  the Company would be
determined  entirely by the largely  unforeseeable  terms of a future  agreement
with an unidentified business entity.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Year Ended April 30, 2007

During the fiscal year ended April 30, 2007,  we issued a total of 37,500 shares
of our restricted stock to our independent  directors,  Messrs.  Eshiet, Swanson
and Madhav for their services as directors. Each director received 12,500 shares
of our restricted  common stock.  The shares were issued at a price of $0.50 per
share,  a  premium  to the then  market  price of $0.20  per  share.  The  total
compensation value of the shares was $18,750.

During the year ended April 30, 2007, Mr.  Medina,  the President and a Director
of the Company  advanced  the Company a total of $81,527 in funds to support our
continuing  operations.  The advances are due on demand and accrues  interest at
8.5%.

During the year ended April 30, 2007, Mr. Mankal,  the Chief  Financial  Officer
and a Director of the Company, advanced the Company a total of $180,067 in funds
to support our continuing operations. The advances are due on demand and accrues
interest at 8.5%.

Year Ended April 30, 2006

During the fiscal year ended April 30, 2006,  we issued a total of 37,500 shares
of our restricted  common stock to our independent  directors,  Messrs.  Eshiet,
Swanson  and Madhav for their  services as  directors.  Each  director  received
12,500 shares of our restricted  common stock. The shares were issued a price of
$0.50 per shares, a premium to the market price.  The total  compensation of the
shares was $18,750.

                                       26

<PAGE>

During the year ended April 30, 2006, Mr.  Medina,  the President and a Director
of the Company  advanced  the Company a total of $63,948 in funds to support our
continuing  operations.  The advances  have no due date and accrued  interest at
8.0%.

During the year ended April 30, 2006, Mr. Mankal,  the Chief  Financial  Officer
and a Director of the Company,  advanced the Company a total of $66,042 in funds
to support our continuing operations.  The advances have no due date and accrued
interest at 8%.

ITEM 13.  EXHIBITS

The following documents are filed as a part of this Report.

(i)  Financial  Statements.  See Index to Financial  Statements  and Schedule on
     page F-2 of this Report.

(ii) Exhibits.  The  following is a complete  list of exhibits  filed as part of
     this Form 10-KSB.  Exhibit numbers correspond to the numbers in the Exhibit
     Table of Item 601 of Regulation S-B.

  EXHIBIT NO.  DESCRIPTION

          3.1  The Articles of Incorporation of the Company (2)

          3.4  Amended Bylaws of Colorado Community Broadcasting (2)

          3.8  Certificate  of  Designation  of Series A  Convertible  Preferred
               Stock (3)

          10.0 Agreement of Cooperation;  Purchase/Supply  of "Vortex" Boats and
               mutual Understanding, dated August 13, 2005 (4)

          10.1 Water Pump License Agreement, dated January 24, 2006 (4)

          10.2 License Agreement, dated June 15, 2006 (5)

          10.3 Consulting Agreement with Frank F. Fahim, dated June 15, 2006 (6)

          10.4 Consulting  Agreement with Christopher  Smith, dated July 7, 2006
               (6)

          10.5 Consulting Agreement with Haung I. San, June 18, 2006 (6)

          10.6 Consulting Agreement with Walter Wright, June 28, 2006 (6)

          10.7 2006  Medina  International   Holdings,  Inc.  Stock  Option  and
               Compensation Award Plan (6)

          21   Subsidiaries of the Company (1)

          31   Certifications  pursuant to Section 302 of the Sarbanes-Oxley Act
               (1)

          32   Certifications  pursuant to Section 906 of the Sarbanes-Oxley Act
               (1)

                    (1)  Filed herewith.

                    (2)  Incorporated by reference to the Company's Registration
                         Statement  No.   000-27211,   filed  with  the  SEC  on
                         September 11, 1999.

                    (3)  Incorporated  by  reference  to the  Company's  Current
                         Report on Form 8-K, filed with the SEC on May 23, 2005.

                    (4)  Incorporated  by  reference  to the  Company's  Current
                         Report on Form 8-K,  filed with the SEC on January  30,
                         2006.

                    (5)  Incorporated  by  reference  to the  Company's  Current
                         Report  on Form  8-K,  filed  with  the SEC on July 14,
                         2006.

                    (6)  Incorporated by reference to the Company's Registration
                         Statement on Form S-8,  filed with the SEC on September
                         14, 2006.

                                       27

<PAGE>


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

General.  Jaspers + Hall, PC is the  Company's  principal  auditing/  accountant
firm. The Company's Board of directors has considered  whether the provisions of
audit services is compatible with maintaining Jaspers + Hall, PC's independence.

Audit Fees.  Jaspers + Hall billed  $1,500 for review  services and $2,500 audit
fee in the  fiscal  year  ended  April 30,  2006 and  billed  $1,500  for review
services,  $2,500 in audit fees and services for the fiscal year ended April 30,
2007.

There  were  no  other  fees  in 2006 or  2007  paid  to  Auditors  or  Auditors
affiliates.

The  Company's  Board  acts as the  audit  committee  and  had no  "pre-approval
policies and  procedures"  in effect for the auditors  engagement  for the audit
years 2006 and 2007.

                                       28

<PAGE>

                              FINANCIAL STATEMENTS
                                TABLE OF CONTENTS




                                                             PAGE
                                                            -------
INDEPENDENT AUDITOR'S REPORT............................     F-1

BALANCE SHEET................................................F-2

STATEMENT OF OPERATIONS .....................................F-3

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)..................F-4

STATEMENT OF CASH FLOWS......................................F-5

NOTES TO FINANCIAL STATEMENTS................................F-6



<PAGE>

               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                              Financial Statements
                                 April 30, 2007


JASPERS + HALL, PC
CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
9175 Kenyon Avenue, Suite 100
Denver, CO 80237
303-796-0099


REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM


To the Board of Directors
of Medina International Holdings, Inc. and subsidiary

We  have  audited  the  accompanying   consolidated  balance  sheets  of  Medina
International  Holdings, Inc. and its subsidiary as of April 30, 2007, and 2006,
and the related consolidated  statements of operations,  cash flows, and changes
in stockholders' equity for the years then ended. 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  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 consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Medina International
Holdings,  Inc. and its  subsidiary at April 30, 2007, and 2006, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 1 to the
financial statements,  conditions exists which raise substantial doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  discussed in Note 1. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


July 18, 2007

/s/Jaspers + Hall P. C.
                                       F-1



<PAGE>
<TABLE>
<CAPTION>

               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                         (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                                    APRIL 30,
<S>                                                                                               <C>              <C>


                                                                                                      2007              2006
                                                                                                  --------------   ---------------
ASSETS:

Current Assets:
  Cash                                                                                                $   5,136           $ 1,968
  Inventory                                                                                              54,557            11,428
  Prepaid Expenses                                                                                            -               800
  Other Receivables                                                                                         118                 -
                                                                                                  --------------   ---------------
   Total Current Assets                                                                                  59,811            14,196

Other Assets:
    Investment                                                                                           25,000            25,000
                                                                                                  --------------   ---------------
   Total Other Assets                                                                                    25,000            25,000

Fixed Assets:
    Mold (12', 15' and 21')                                                                             320,465           188,910
                                                                                                  --------------   ---------------
    Total Fixed Assets                                                                                  320,465           188,910

                                                                                                  --------------   ---------------
TOTAL ASSETS                                                                                          $ 405,276         $ 228,106
                                                                                                  ==============   ===============

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):

Commitments and Contingencies

Current Liabilities:
  Accounts payable and accrued interest                                                               $ 144,737          $ 79,784
  Lines of credit and Credit cards                                                                       28,805            25,765
  Customer deposit                                                                                       20,500                 -
  Note payable, current                                                                                    10,000            17,000
  Related parties - short-term borrowings from shareholders                                             261,588           129,991
                                                                                                  --------------   ---------------

TOTAL CURRENT LIABILITIES                                                                               465,630           252,540
                                                                                                  --------------   ---------------

Stockholders' Equity (Deficit):
  Preferred stock, $.001 par value, 10,000 shares authorized, unissued
 Class A Preferred stock $0.001par value, 50  shares authorized and none issued or outstanding                -                 -
  Common stock, $.0001 par value, 100,000,000
    shares authorized, 30,324,541and 28,988,391
    shares issued and outstanding                                                                         3,032             2,899
  Additional paid-in capital                                                                          1,697,101         1,110,459
  Shares committed to be issued                                                                          30,625                 -
  Subscription to be received                                                                            (4,000)                -
  Deficit accumulated during the development stage                                                   (1,787,113)       (1,137,792)
                                                                                                  --------------   ---------------

Total Stockholders' Equity (Deficit)                                                                    (60,355)          (24,434)
                                                                                                  --------------   ---------------

                                                                                                  --------------   ---------------
TOTAL LIABILITIES AND STOCKHOLDERS'  EQUITY (DEFICIT)                                                 $ 405,276         $ 228,106
                                                                                                  ==============   ===============

</TABLE>

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

                                      F-2

<PAGE>
<TABLE>
<CAPTION>

               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                         (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF OPERATIONS
<S>                                    <C>                 <C>                 <C>


                                                                              March 16, 1998
                                                     Year Ended                 (Inception) to
                                                      April 30,                   April 30,
                                       ------------------------------------
                                             2007               2006                2007
                                       -----------------   ----------------    ---------------

INCOME                                       $        -       $          -        $    25,000


OPERATING EXPENSES:
Professional Fees                                38,290             17,185            147,153
Bank Charges                                        809                270              1,585
Telephone                                         3,592              2,647              8,678
Travel                                           10,355             10,799             25,374
Settlement of debt                                    -                  -             17,000
Stock compensation                               37,500            993,313          1,058,212
Research and Development                         25,000                  -             25,000
Consultant Expenses                             447,500                  -            447,500
Other Administrative Expenses                    64,940                  -             64,940
Miscellaneous expenses                              414             15,287             20,235
                                       -----------------   ----------------    ---------------
 Total Operating Expenses                       628,399          1,039,501          1,815,676
                                       -----------------   ----------------    ---------------
Other Income(Expense)
Interest expense                                (18,594)               (63)           (19,160)
Other Expenses                                   (3,856)                 -             (3,856)
Other income                                      1,529             25,052             26,580
                                       -----------------   ----------------    ---------------
  Net Other Income(Expense)                     (20,922)            24,989              3,563
                                       -----------------   ----------------    ---------------

Net Loss from Operations                     $ (649,321)      $ (1,039,512)       $(1,787,113)
                                       =================   ================    ===============

Weighted average number of
  shares outstanding                         29,589,285         28,329,556

Net Loss Per Share                           $   (0.022)      $     (0.037)
                                       =================   ================

</TABLE>

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

                                      F-3

<PAGE>
<TABLE>
<CAPTION>
               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<S>                          <C>         <C>                 <C>                    <C>            <C>

                                                                                  Deficit Accum.
                                                 Additional   Shares                 During the
                                Common Stock      Paid-In  Committed to Subscription Development
                              Shares     Amount   Capital    Be issued  Receivable     Stage         Totals
                             ----------  ------------------  ---------------------- -------------  -----------
Balance -  March 16, 1998            -      $ -        $ -         $ -         $ -           $ -          $ -
Stock issued for services    2,400,000      240      1,760           -           -             -        2,000
Stock issued for cash          300,000       30     24,970           -     (10,500)            -       14,500
Net loss for year                                                                         (2,793)      (2,793)
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Balance -  April 30, 1999    2,700,000      270     26,730           -     (10,500)       (2,793)      13,707
                             ----------  ------- ----------  ---------- ----------- -------------  -----------

Cash payment of subscription
 receivable                          -        -          -           -      10,250             -       10,250
Net loss for year                    -        -          -           -           -        (5,253)      (5,253)
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Balance -   April 30, 2000   2,700,000      270     26,730           -        (250)       (8,046)      18,704
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Net loss for year                    -        -          -           -           -       (21,426)     (21,426)
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Balance -  April 30, 2001    2,700,000      270     26,730           -        (250)      (29,472)      (2,722)
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Net income for year                  -        -          -           -           -         4,881        4,881
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Balance - April 30, 2002     2,700,000      270     26,730           -        (250)      (24,591)       2,159
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Net loss for year                    -        -          -           -           -        (4,610)      (4,610)
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Balance - April 30, 2003     2,700,000      270     26,730           -        (250)      (29,201)      (2,451)
                             ----------  ------- ----------  ---------- ----------- -------------  -----------

Net loss for year                    -        -          -           -           -        (7,397)      (7,397)
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Balance - April 30, 2004     2,700,000      270     26,730           -        (250)      (36,598)      (9,848)
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Stock issued for services    24,120,000   2,412          -           -           -             -        2,412
Subscription receivable              -        -       (250)          -         250             -            -
Net loss for year                    -        -          -           -           -       (61,682)     (61,682)
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Balance - April 30, 2005     26,820,000   2,682     26,480           -           -       (98,280)     (69,118)
                             ----------  ------------------  ---------- --------------------------------------
Stock issued for services    1,954,109      195    976,860           -           -             -      977,055
Stock issued for royalties       3,600        1      1,799           -           -             -        1,800
Stock issued for rent            1,250        -        625           -           -             -          625
Stock issued for license        33,332        3     16,663           -           -             -       16,666
Stock issued for
 consideration                  50,000        5     24,995           -           -             -       25,000
Stock issued for cash          126,100       13     63,037           -           -             -       63,050
Net loss for year                    -        -          -           -           -    (1,039,512)  (1,039,512)
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Balance - April 30, 2006     28,988,391   2,899  1,110,459           -           -    (1,137,792)     (24,434)
                             ==========  ======= ==========  ========== =========== =============  ===========
Stock issued for services      670,000       67    334,933           -           -             -      335,000
Stock issued for consulting    225,000       22    112,478           -           -             -      112,500
Stock issued for royalties       3,200        0      1,600           -           -             -        1,600
Stock issued for rent              450        0        225           -           -             -          225
Stock issued to Directors       37,500        4     18,746           -           -             -       18,750
Stock issued for conversion
 of loan                       100,000       10     18,690           -           -             -       18,700
Stock issued for cash          100,000       10     49,990           -      (4,000)            -       46,000
Stock issued for cash          200,000       20     49,980           -           -             -       50,000
Shares to be committed to
 be issued                           -        -          -      30,625           -             -       30,625
Net loss for year                    -        -          -           -           -      (649,321)    (649,321)
                             ----------  ------- ----------  ---------- ----------- -------------  -----------
Balance - April 30, 2007     30,324,541  $ 3,032 $1,697,101   $ 30,625    $ (4,000) $ (1,787,113)   $ (60,355)
                             ==========  ======= ==========  ========== =========== =============  ===========
</TABLE>

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

                                      F-4



<PAGE>
<TABLE>
<CAPTION>

               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                         (A Development Stage Company)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<S>                                                     <C>                <C>                <C>


                                                                                                March 16, 1998
                                                                       Year Ended               (Inception) to
                                                                        April 30,                  April 30,
                                                        ------------------------------------
                                                                   2007          2006              2007
                                                        ----------------   -----------------  ----------------
Cash Flows From Operating Activities:
  Net (Loss)                                             $     (649,321)       $ (1,039,512)     $ (1,787,113)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Stock issued for services                                   498,700             996,146         1,497,259
  Stock issued in lieu of debt                                   18,700                   -            18,700
   Changes in assets and liabilities:
     Increase in inventory                                      (43,129)            (11,428)          (54,557)
     (Decrease) in prepaid expenses                                 800                (800)                0
    Increase in other receivables                                  (118)                  -              (118)
    Customer Deposit                                             20,500                   -            20,500
     Increase in accounts payables                               64,954              17,311           144,737
                                                        ----------------   -----------------  ----------------
                                                                560,407           1,001,229         1,626,521
                                                        ----------------   -----------------  ----------------
Net Cash Used in Operating Activities                           (88,914)            (38,283)         (160,592)
                                                        ----------------   -----------------  ----------------
Cash Flows From Investing Activities:
  Increase in fixed assets                                     (131,555)           (188,910)         (320,465)
                                                        ----------------   -----------------  ----------------
Net Cash Used in Investing Activities                          (131,555)           (188,910)         (320,465)
                                                        ----------------   -----------------  ----------------


Cash Flow From Financing Activities:
  Increase in lines of credit                                    22,662              25,765            48,427
  Proceeds from note payable                                     (7,000)             17,000            10,000
  Proceeds (payments) from advances by shareholders             111,975             123,166           241,966
  Issuance of common stock for cash                              96,000              63,050           185,800
                                                        ----------------   -----------------  ----------------
  Net Cash Provided By Financing Activities                     233,637             228,981           486,193
                                                        ----------------   -----------------  ----------------
Increase (Decrease) in Cash                                       3,168               1,788             5,136

Cash and Cash Equivalents - Beginning of period                   1,968                 180                 0
                                                        ----------------   -----------------  ----------------
Cash and Cash Equivalents - End of period                $        5,136         $     1,968          $  5,136
                                                        ================   =================  ================


Supplemental Cash Flow Information:
  Interest paid                                          $            -         $         -      $          -
  Taxes paid                                             $            -         $         -      $          -

 100,000 Shares issued for conversion of loans           $       17,000         $         -      $     17,000
 Accured interest payable                                $        1,700         $         -      $      1,700

</TABLE>



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

                                      F-5

<PAGE>

               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                          (A Development Stage Company)
                  NOTES TTHE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. GENERAL

Medina  International  Holdings,  Inc.  ("the  Company")  was  formed in 1998 as
Colorado  Community  Broadcasting,  Inc. and the Company changed the name of the
business in 2005 to Medina International  Holdings, Inc. The Company intended to
purchase  low power  television  licenses or stations  and planned to  broadcast
local programming mixed with appropriate national programming.

The Company plans to manufacture and sell Recreational and Commercial boats. The
Company has designed and built a mold for 21' Commercial Fire Rescue boats.  The
Company has acquired the licenses to manufacture  12' and 15' Fire Rescue boats.
In addition,  the Company has acquired the license to  manufacture  and sell 22'
Recreational boats (vortex).  The Company is in the process of manufacturing the
21' Fire Rescue which was developed internally by the Company.

The Company  formed Medina  Marine,  Inc. as and wholly owned  subsidiary of the
company.  Medina Marine was  incorporated  in the State of California on May 22,
2006 to produce Fire Rescue, Rescue and Recreational boats.

The Company owns the rights to the following websites:

www.medinamarine.com
www.medinainternationalholdings.com
www.medinaih.com

GOING CONCERN

In view of the matters described above, recoverability of a major portion of the
recorded asset amounts shown in the accompanying balance sheet is dependent upon
continued  operations  of the  Company,  which  in turn is  dependent  upon  the
company's ability to raise additional  capital,  obtain financing and to succeed
in  its  future  operations.   The  financial  statements  do  not  include  any
adjustments  relating to the recoverability and classification of recorded asset
amounts or amounts and  classification  of  liabilities  that might be necessary
should the company be unable to continue as a going concern.

The  accompanying  financial  statements  have been prepared in conformity  with
generally   accepted   accounting   principles  in  the  United  States,   which
contemplates  continuation of the Company as a going concern. On April 30, 2007,
the company's current liabilities exceeded its current assets by $405,820. Also,
the Company's operations generated no income during the current period ended and
the company's accumulated deficit is $1,787,113.

Management  has  taken  various  steps to revise  its  operating  and  financial
requirements,  which we believe are  sufficient  to provide the company with the
ability to continue on in the subsequent year.  Management devoted  considerable
effort during the period ended April 30, 2007 towards  management of liabilities
and improving our  operations.  Management  believes that the above actions will
allow the company to continue its operations through the next fiscal year.

The future  success of the company is likely  dependent on its ability to attain
additional  capital to develop its proposed  products and  ultimately,  upon its
ability to attain future profitable  operations.  There can be no assurance that
the company will be  successful  in obtaining  such  financing,  or that it will
obtain positive cash flow.

                                      F-6

<PAGE>


NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company has not earned significant revenue from planned principal
operations.  Accordingly, the Company's activities have been accounted for as
those of a "Development Stage Company" as set forth in Statement of Financial
Accounting Standards No. 7 ("SFAS").  Among the disclosures required by SFAS 7
are that the Company's financial statements of operations, stockholders' equity
(deficit) and cash flows disclose activity since the date of the Company's
inception.

USE OF ESTIMATES

The  preparation  of financial  statements  in  conformity  with U.S.  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 the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all liquid  investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.  The Company  maintains its cash in bank deposit  accounts that may
exceed federally  insured limits.  The company has not experienced any losses in
such  accounts.  At April  30th,  2007,  the  Company had $5,136 in cash or cash
equivalents.

INVENTORY

Inventories are stated at the lower of cost (first-in,  first-out) or market and
consist of finished goods and raw materials.

Property & Equipment

Capital assets are stated at cost.  Equipment  consisting of molds are stated at
cost.  Depreciation of equipment is provided using the straight-line method over
the  estimated  useful  lives  (5-7  years)  of  the  assets.  Expenditures  for
maintenance and repairs are charged to expense as incurred.

LONG-LIVED ASSETS

Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards  No. 144,  "Accounting  for the  Impairment  or Disposal of Long-Lived
Assets" ("SFAS 144"), which addresses financial accounting and reporting for the
impairment  or  disposal  of  long-lived  assets and  supersedes  SFAS No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of," and the accounting and reporting  provisions of APB Opinion No.
30,  "Reporting  the  Results of  Operations  for a  Disposal  of a Segment of a
Business." The Company  periodically  evaluates the carrying value of long-lived
assets  to be held and used in  accordance  with  SFAS  144.  SFAS 144  requires
impairment  losses to be recorded on long-lived  assets used in operations  when
indicators of impairment are present and the  undiscounted  cash flows estimated
to be generated by those assets are less than the assets' carrying  amounts.  In
that  event,  a loss is  recognized  based on the  amount by which the  carrying
amount  exceeds  the  fair  market  value  of the  long-lived  assets.  Loss  on
long-lived  assets to be disposed of is determined in a similar  manner,  except
that fair market values are reduced.

REVENUE RECOGNITION

Revenue Recognition is recognized when earned. The Company's revenue recognition
policies are in  compliance  with Staff  accounting  bulletin  (SAB) 104.  Sales
revenue  is  recognized  at the  date of  shipment  to  customers  when a formal
arrangement  exists,  the  price is  fixed  or  determinable,  the  delivery  is
completed,   no  other   significant   obligations  of  the  Company  exist  and
collectibility  is  reasonably  assured.  Payments  received  before  all of the
relevant criteria for revenue recognition are satisfied are recorded as unearned
revenue.

INCOME TAXES

Deferred income tax assets and liabilities are computed annually for differences
between the financial  statements and tax basis of assets and  liabilities  that
will result in taxable or deductible amounts in the future based on enacted laws
and rates  applicable  to the periods in which the  differences  are expected to
affect taxable income (loss).  Valuation allowance is established when necessary
to reduce deferred tax assets to the amount expected to be realized.

COMPREHENSIVE LOSS

Accounting principles generally require that recognized revenue, expenses, gains
and losses be included  in net  income.  Certain  statements,  however,  require
entities  to  report  specific  changes  in  assets  and  liabilities,  such  as
unrealized  gains and  losses on  available-for-sale  securities,  as a separate
component of the equity section of the balance sheet. Such items, along with net
income, are components of comprehensive income.

                                      F-7

<PAGE>

ISSUANCE OF SHARES FOR SERVICE

The Company accounts for the issuance of equity instruments to acquire goods and
services  based on the fair value of the goods and services or the fair value of
the  equity  instrument  at the time of  issuance,  whichever  is more  reliably
measurable.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of financial accounting standard No. 107, Disclosures about fair value
of financial  instruments,  requires that the Company  disclose  estimated  fair
values of financial instruments. The carrying amounts reported in the statements
of financial position for current assets and current liabilities qualifying,  as
financial instruments are a reasonable estimate of fair value.

FOREIGN CURRENCY TRANSLATION AND HEDGING

The Company is exposed to foreign  currency  fluctuations  due to  international
trade. The management does not intend to enter into forward  exchange  contracts
or any derivative  financial  investments for trading  purposes.  The management
does not currently hedge foreign currency exposure.

BASIC AND DILUTED NET LOSS PER SHARE

Net loss per share is calculated  in accordance  with the Statement of financial
accounting  standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded  Accounting  Principles  Board  Opinion No. 15 (APB 15). Net loss per
share for all periods  presented  has been  restated to reflect the  adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of  common  shares  outstanding.  Diluted  net  loss  per  share is based on the
assumption that all dilutive convertible shares and stock options were converted
or exercised.  Dilution is computed by applying the treasury stock method. Under
this method,  options and warrants are assumed to be exercised at the  beginning
of the period (or at the time of issuance,  if later),  and as if funds obtained
thereby were used to purchase  common  stock at the average  market price during
the period.

NOTE 3. INVENTORY

As of April 30, 2007, inventory consisted of the following:
                  Parts - Vortex Recreational Boat -          $11,428
                  Finished Goods -                             17,380
                  Work in Progress -                           25,749
                                                              --------
                  Total -                                     $54,557
                                                              --------
NOTE 4.  INVESTMENT

Medina International Holdings, Inc. and it's subsidiary have invested $25,000 in
the  exchange  of  500,000  shares of the  restricted  common  stock of  Genesis
Companies Group, Inc. Messrs.  Medina and Mankal,  directors and officers of the
Company also serve as officers and directors of Genesis  Companies Group,  Inc..
The 500,000 shares represents 3% of the issued and outstanding  common shares of
Genesis Companies Group, Inc.

These securities are carried at their estimated fair value of $25,000 based upon
the  amount  paid for the  shares,  due to the fact that  there is not a trading
market for the Genesis  Companies  Group,  Inc.  shares.  Because there is not a
trading  market for the shares,  the Company is unable to recognize any gains or
losses on the value of the shares and has  classified  the shares as a long term
asset.

                                      F-8

<PAGE>

NOTE 5. FIXED ASSETS

At April 30, 2007, fixed assets consisted of the following:

                  Mold - 21' Fire/Rescue boat -                    $ 268,535
                  Mold - 15' Fire/Rescue boat -                       46,802
                  Mold - 15' Fire/Rescue boat -                        5,128
                                                                   -------------
                  Total Fixed Assets                               $ 320,465
                                                                   -------------

NOTE 6.  LINE OF CREDIT

At April 30,  2007,  the Company has an Advanta  credit card  totaling  $10,000,
under which the Company may borrow on an unsecured  basis since the year 2005 on
an interest  rate of 16.99% with a payment due date on the 18th of every  month.
The outstanding balance for this credit card was $9,779.

At April 30,  2007,  Medina  Marine,  Inc. has a demand bank line of credit from
Bank of America  totaling  $15,000,  under  which the  Company  may borrow on an
unsecured basis since the year 2006 on an interest rate of 20.25% with a payment
due date on the 29h of every  month..  The  outstanding  balance for this credit
card was $14,228.

At April 30, 2007,  Medina Marine,  Inc. has a credit card from Wells Fargo Bank
totaling  $5,000,  under which  Medina  Marine,  Inc. may borrow on an unsecured
basis since the year 2006 on an interest  rate of 16.24% with a payment due date
on the 110h of every month..  The  outstanding  balance for this credit card was
$4,798.

NOTE 7.  NOTE PAYABLE

At April 30, 2007,  the Company had an unsecured  note payable with an unrelated
party in the amount of $10,000,  which bears an 8% interest  repayable within 15
months or with an option to  convert  the  amount of the note  payable  into the
Company's common stock at $0.25 per share.

NOTE 8.   SHAREHOLDERS' LOANS

At April 30, 2007, Shareholders' loans consisted of the following:

Shareholder's loan from shareholder of the Company, unsecured,
8.5% interest per annum, due on demand                              $  81,521

Shareholder's loan from shareholder of the Company, unsecured
8.5% interest per annum, due on demand                                180,067
                                                                  --------------

                                                         Total      $ 261,588
                                                                  --------------

                                      F-9

<PAGE>

NOTE 9.    STOCKHOLDERS' EQUITY

COMMON STOCK

At April 30, 2007, the Company has authorized for issue,  100,000,000  shares of
Common  Stock with a par value of $0.0001.  At April 30,  2007,  the Company had
30,324,541 shares of its common stock issued and outstanding.

STOCK TRANSACTIONS

     During the year ended April 30,  2007,  the  Company has issued  restricted
     shares  pursuant to exemptions from  registration  under Section 4(2), 4(6)
     and regulation D as follows:

     During the year ended April 30, 2007,  the Company issued 670,000 shares of
     its  restricted  common stock to unrelated  parties for services  valued at
     $335,000.

     During the year ended April 30, 2007,  the Company issued a total of 37,500
     shares of its restricted  common stock to its three  independent  directors
     (Messrs.  Eshiet, Swanson and Madhav) as compensation for their services as
     directors. The shares had a total value of $18,750 ($0.50 per share).

     During the year ended April 30,  2007,  the  Company  issued a total of 600
     shares of its  restricted  common  stock as  payment of rent on a mail box,
     totaling $300.

     During the year ended April 30, 2007,  the Company  issued a total of 3,200
     shares of its  restricted  common stock as payment of royalty fees totaling
     $1,600.  The shares were  issued at a premium of the market  price of $0.50
     per share.

     In October 2006, the Company issued 100,000 shares of its restricted common
     stock for $50,000 cash. The shares had a purchase price of $0.50 per share,
     a  premium  from the market  price of $0.00 per  share  of its $.0001 par
     value common stock for cash in the amount of $50,000:

     In March 2007, the Company  issued 200,000 shares of its restricted  common
     stock for $50,000 cash. The shares had a purchase price of $0.25 per share,
     a premium from the market price of $0.20 per share.

     In September  2006,  the Company  issued  100,000  shares of its restricted
     common stock as settlement on an outstanding debt of $18,700.

     During the year ended April 30, 2007,  the Company issued 225,000 shares of
     its restricted  common stock for consulting  service to an unrelated  third
     party with an estimated value of $112,500.

                                      F-10
<PAGE>

NOTE 10.   COMMITMENTS

Rental Leases

The Company rents an 11,000  square-foot  manufacturing  facility for $3,000 per
month on a month-to-month basis at 255 S. Leland Norton Way, San Bernardino,  CA
92408.

LICENSES

1.   In February 2005, we signed a license agreement ("the Vortex License") with
     Mr.  Mardikian to manufacture and sell our Vortex boats. The Vortex License
     has a term of 5 years and  provides an option to renew by the  Company,  as
     long  as the  Company  is not  in  default  on  the  terms  of the  license
     agreement.  The Vortex License grants the Company an exclusive right to use
     the  design in Vortex  boats.  The  Vortex  License  provides  for  royalty
     payments equal to 2% of the gross sales, less sales returns for a period of
     5 years. The Vortex License also requires a minimum license payment of $200
     per calendar quarter.

2.   In January 2006, we signed a license  agreement  ("the Water Pump License")
     with Mr.  Mardikian  to use his water pump  patent  (United  States  Patent
     6,343,964)  in the fire and rescue boats  designed by us. The license has a
     term of 5 years and provides an option to renew by the Company,  as long as
     the Company is not in default on the terms of the Water Pump  License.  The
     Water Pump License grants us to a non-exclusive  right to use the patent in
     the  manufacturing  of both the 15' Rescue and the 21'  Rescue  boats.  The
     Water Pump License  provides for a royalty payment equal to 1% of the gross
     sales,  less sales  returns,  up to  January  31,  2008,  at which time the
     royalty  payment  will  increase  to 1.5% of the gross  sales,  less  sales
     returns,  till  January 31,  2011.  The Water Pump  License  does require a
     minimum payment of $600 per every six-month period.

3.   In June 2006, we signed a license  agreement ("15' Rescue Design  License")
     with Mr.  Mardikian  to use his  design  for the  manufacturing  of our 15'
     Rescue  boats.  The 15'  Rescue  Design  License  has a term of 5 years and
     provides  an  option  to  renew  by the  Company,  as long as we are not in
     default  of any of the  terms of the 15'  Rescue  Design  License.  The 15'
     Rescue Design License grants us a non-exclusive  right to use the design of
     the 15' Rescue boat through out the world.  The 15' Rescue  Design  License
     provides for a royalty  payment equal to 2% of the gross sales,  less sales
     return for the period of 5 years.  The 15' Rescue Design  License  provides
     for a minimum $100.00 monthly payment.


                                      F-11

<PAGE>

                                   SIGNATURES

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

                       MEDINA INTERNATIONAL HOLDINGS, INC.
                            (a Colorado corporation)


         Date:  July 5, 2007        By:_______________________________________
                                        Daniel F. Medina, President, Director
                                        & Chief Finacial Officer



         Date:  July 5, 2007        By:________________________________________
                                        Madhava Rao Mankal,
                                        Chief Financial Officer &
                                        Chief Accounting Officer


In accordance  with the  Securities  Exchange Act of 1934,  this report has been
signed below by the  following  persons on behalf of the  registrant  and in the
capacities and on the dates indicated.

         Date:  July 5, 2007        By:________________________________________
                                        Daniel F. Medina, President & Director
                                        & Chief Financial Officer


         Date:  July 5, 2007        By:________________________________________
                                        Madhava Rao Mankal, Chief Financial
                                        Officer & Director


         Date:  July 5, 2007        By:________________________________________
                                        Tony Eshiet, Director


         Date:  July 5, 2007        By:________________________________________
                                        Arun Madhav, Director



         Date:  July 5, 2007        By:________________________________________
                                        Michael Swanson, Director

                                       29