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

                                    FORM 10-K

(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, 2011


[ ] 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.)

                        1802 Pomona Rd, Corona, CA 92880
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (909) 522-4414
                                                            --------------

          Securities registered pursuant to Section 12(b) of this Act:

Title of each class                  Name of each exchange on which registered
Common stock                            OTC:  Bulletin Board

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

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

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.
                                 Yes [ ] No [X]

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.
                                 Yes [ ] No [X]


<PAGE>





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 such  filing
requirements for the past 90 days.
                                 Yes [ ] No [X]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted  pursuant to Rule 405 of Regulation S-T (ss.  229.405 of
this chapter) is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated filer, or a small reporting company.

Large accelerated filer     [    ]  Accelerated filer             [    ]

Non-accelerated filer       [    ]  Small reporting company       [X ]


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

State issuer's revenues for its most recent fiscal year: $1,542,436

There were 51,110,497 shares of the Registrant's  common stock outstanding as of
July 20, 2011.  The aggregate  market value of the  14,207,496  shares of common
stock held by non-affiliates  of the Registrant is approximately  $852,450 based
on the closing market price of $0.06 per share on July 20, 2011.


                       DOCUMENTS INCORPORATED BY REFERENCE

None


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                       MEDINA INTERNATIONAL HOLDINGS, INC.
                         2010 ANNUAL REPORT ON FORM 10-K

                                TABLE OF CONTENTS
--------------------- --------------------------------------------------------------------- ---------

        ITEM                                      DESCRIPTION                                  PAGE
                                               Part I

Item 1.               Description of Business                                                  1
   Item 1A.               Risk Factors                                                         6
   Item 1B.               Unresolved Staff Comments

Item 2.               Description of Property                                                  13

Item 3.               Legal Proceedings                                                        13

Item 4.               (Removed and Reserved)                                                   13

                                              Part II

Item 5.               Market for Registrant's Common Equity, Related Stockholder Matters       14
                      and Issuer Purchases of Equity Securities

Item 6.               Selected Financial Data                                                  15

Item 7.               Management's Discussion and Analysis of Financial Condition and          15
                      Results of Operations
   Item 7A.               Quantitative and Qualitative Disclosures About Market Risk.          24

Item 8.               Financial Statements and Supplementary Data                              F-1 - F-15

Item 9.               Changes in and Disagreements With Accountants on Accounting and          25
                      Financial Disclosure.

   Item 9A.               Controls and Procedures                                              25
   Item 9A(T)             Controls and Procedures                                              26
   Item 9B.               Other Information                                                    27

                                              Part III

Item 10.              Directors, Executive Officers, Corporate Governance                      27

Item 11.              Executive Compensation                                                   30

Item 12.              Security Ownership of Certain Beneficial Owners and Management and
                      Related Stockholder Matters                                              32

Item 13.              Certain Relationships and Related Transactions, and Director
                      Independence                                                             32

Item 14.              Principal Accounting Fees and Services                                   34

                                              Part IV

Item 15.              Index to Exhibits                                                        35

                      Signatures                                                               36
--------------------- --------------------------------------------------------------------- ---------


</TABLE>

<PAGE>



                           FORWARD-LOOKING STATEMENTS

    In addition to historical information,  some of the information presented in
this Annual Report on Form 10-K contains "forward-looking statements" within the
meaning of the Private  Securities  Litigation  Reform Act of 1995 (the  "Reform
Act"). Although Medina International Holdings, Inc., ("Medina" or the "Company,"
which  may  also be  referred  to as  "we,"  "us" or  "our")  believes  that its
expectations  are  based on  reasonable  assumptions  within  the  bounds of its
knowledge of its business and operations,  there can be no assurance that actual
results will not differ materially from our expectations.  Such  forward-looking
statements  are  subject  to risks and  uncertainties  that could  cause  actual
results to differ materially from those  anticipated,  including but not limited
to,  our  ability  to  reach  satisfactorily  negotiated  settlements  with  our
outstanding   creditors  and  raise  debt  and/or  equity  to  fund   negotiated
settlements  with our  creditors  and to meet our  ongoing  operating  expenses.
Cautionary  statements  regarding  the risks,  uncertainties  and other  factors
associated  with these  forward-looking  statements are discussed on page below.
You are urged to carefully consider these factors,  as well as other information
contained in this Annual Report on Form 10-K and in our other  periodic  reports
and documents filed with the Securities and Exchange Commission ("SEC").


                                     PART I
ITEM 1. DESCRIPTION OF BUSINESS

History

Medina  International  Holdings,  Inc.  ("Medina,"  "we," "us,"  "Company")  was
incorporated  on June 23, 1998 in the state of  Colorado  as Colorado  Community
Broadcasting, Inc. In 2005, the Company changed its name to Medina International
Holdings,  Inc. Our corporate  offices are located at 1802 Pomona Road,  Corona,
California, 92880, and our telephone number is (909) 522-4414.

Medina  manufactures  products  and  services  to assist  emergency  and defense
organizations and personnel.  Our products are manufactured by the Company's two
wholly owned subsidiaries,  Medina Marine, Inc. and Harbor Guard Boats, Inc. The
Company's securities are traded on Over-the-Counter-Bulletin-Board (OTCBB) under
the symbol, "MIHI."

In 2004,  there was a change of  management.  At that  time,  Messrs.  Daniel F.
Medina and Mr.  Madhava Rao Mankal were  appointed  as the  President  and Chief
Financial  Officer,  respectively,  and were also  appointed as directors of the
Company.  In 2005 the board and shareholders  approved the name change to Medina
International Holdings, Inc. Since these organizational restructurings,  we have
pursued a business  plan that focuses on  watercraft  manufacturing  for rescue,
emergency, and defense operations, as well as, recreational use.

Medina Marine, Inc. was formed in the State of California,  on May of 2006, as a
wholly owned subsidiary for the sole purpose of manufacturing watercrafts. Since
inception,  Medina  Marine has sold  three  fiberglass  watercrafts,  two in the
United States and one abroad.  Medina Marine  currently plans to manufacture and
market three models of recreational watercrafts.

The Company  signed an  agreement to acquire  Modena  Sports  Design,  LLC, as a
wholly owned  subsidiary of the company on June 18, 2008.  Modena Sports Design,
LLC was  incorporated in the State of California in 2003 to produce fire rescue,
rescue and  recreational  boats.  Modena Sports Design,  LLC changed its name on
January 7, 2009 to Harbor Guard Boats,  Inc.  Harbor Guard Boats  currently  has
eight (8) models of commercial watercrafts, ranging from 15' to 37' in length.

Harbor Guard Boats ("HGB") designs,  manufactures, and markets high-performance,
hand-laid  fiberglass,  commercial  boats  ranging  from 15' to 37',  which  are
utilized  by fire,  search & rescue,  emergency,  patrol,  military  and defense
organizations.  These watercrafts combine innovative designs with power, safety,
handling and stability to create superior  products designed to protect and save
lives.

                                       1
<PAGE>




The Company owns the rights to the following websites:
www.medinaih.com
www.medinainternationalholdings.com
www.medinamarine.com
www.harborguardboats.com
------------------------
www.wintecprotectivesystems.com

Our Company operates under exclusive licenses for the following patents:

--------------------------- -----------
        Patent No.             Date
--------------------------- -----------
      U.S. 6,620,003        9/16/2003
      U.S. 7,004,101        2/28/2006
      U.S. 6,343,964         2/5/2002
      U.S. 6,168,481         1/2/2001
--------------------------- -----------

Agreements

On June 18, 2008 the following agreements were entered into:

       Fixed Asset Purchase  Agreement On June 18, 2008, we entered into a Fixed
Asset Purchase Agreement with MGS Grand Sports, Inc. ("MGS Grand") and Mardikian
Design  Associates  ("Mardikian") to purchase the fixed assets of Modena Sports,
Design, LLC ("Modena Sports") in exchange for 5,500,000 shares of its restricted
common  stock.  MGS Grand owns a 95% equity  interest  in Modena  Sports and Mr.
Albert  Mardikian  owns the  remaining  5% equity  interest.  The  fixed  assets
acquired by us consisted of office equipment,  tools and machinery. In addition,
we acquired web sites and domain names currently  under Modena Sports.  Upon the
completion of the transaction, Modena Sports become our wholly-owned subsidiary.
The transaction was completed upon the delivery of audited financial statements.

       Mold  Purchase  Agreement  On June 18,  2008,  Medina  and MGS  Grand and
Mardikian Design entered into a Mold Purchase Agreement,  as a part of the Fixed
Asset Purchase Agreement,  referred to above. Under the Mold Purchase Agreement,
wepurchased  certain  molds and tools  from MGS  Grand and  Mardikian  Design in
exchange for an additional  5,500,000 shares of its restricted common stock. MGS
Grand owns a 95% equity interest in Modena Sports and Mr. Albert  Mardikian owns
the remaining 5% equity interest.

         License  Agreement The License  agreement,  entered into on 18th day of
June, 2008, grants license to licensee (Medina International Holdings, Inc.) the
exclusive  right to use and enjoy the  benefits of the Patent and design  rights
associated with the patent for a period of 15 years.  License agreement provides
for the following as compensation.

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         a) 2% for Patented Designs with or without Patented Fire Pump technology used in the Company's production.
         b) 1% for Patented Pump Technology used in designs other than Mr. Mardikian's or his Associates.
         c) 1% for using Patents in any of our distributor or associated companies products.
         d) Medina agrees to pay $1,000,000 to MGS as under:
                   $200k in 2 months minimum and 3 months  maximum,  and balance
                  $800K  will be  released  at the rate of 10% of each boat sale
                  until the complete debt balance of $800K is paid off.
</TABLE>

All of the  licenses  referenced  above are with Mr.  Albert  Mardikian,  CEO of
Harbor Guard Boats,  Inc.  and/or his  affiliated  entities and shall be treated
separately and not as one license agreement.

Agreement with Wintec Protective Systems, Inc.

On  June  28,  2011,  Medina  International   Holdings,   Inc.  entered  into  a
Contribution  and  Exchange  Agreement  with  WinTec  Protective  Systems,  Inc.
("WinTec.")  As part of the  Contribution  and Exchange  Agreement,  the Company
agreed to issue 3,000,000 shares of its restricted  common stock in exchange for
20,400,000  shares of the common stock of WinTec.  As a result of such exchange,
the  Company  holds 51% of the issued and  outstanding  common  stock of WinTec,
making WinTec a subsidiary of the Company.

                                       2
<PAGE>




Wintec was incorporated in the State of Texas.  Wintec's  Operations are located
in  Houston,  Texas.  Wintec has  developed  various  products  such as CORTAIN,
Hydro-Tain, and Blast Block. Medina International Holdings, Inc. has first right
to use CORTAIN, anti-corrosion material for small marine crafts.

As part of the  Contribution and Exchange  Agreement,  the Company has agreed to
register the 3,000,000 shares issued with the Securities and Exchange Commission
("SEC") for resale by WinTec. If any of the following occur:

     (i) the  Registration  Statement  is not  filed on or before  the  Required
     Filing Date,

     (ii) the Registration  Statement is not declared effective on or before the
     Required Effective Date, or

     (iii)the  Registration  Statement  is  declared  effective  but cease to be
     effective  for a period of time which shall exceed three  hundred and sixty
     five (365) days in the  aggregate per year (defined as a period of 365 days
     commencing on the date the Registration Statement is declared effective)

then the  Company  will be  required  to pay WinTec an amount  equal to one-half
percent (0.5%) of the fair market value of the 3,000,000 shares of the Company's
common stock on the first business day after the non-registration  event and for
each subsequent thirty (30) day period (pro rata for any period less than thirty
(30) days) which are subject to such Non-Registration Event.

Stock Redemption and Purchase Agreement

Concurrent  with the signing of the  Contribution  and Exchange  Agreement,  the
Company also entered into a Stock Redemption and Purchase Agreement with WinTec.
The Stock  Redemption and Purchase  Agreement  provides that provides WinTec the
right to  repurchase  12,400,000  shares of its common stock held by the Company
upon the closing of the  Contribution  and  Exchange  Agreement  in exchange for
$1,500,000.  In addition, the Company has agreed to issue to WinTec an option to
purchase up to 3,000,000  shares of its  restricted  common stock at an exercise
price of $0.10 per share.

The Stock  Redemption and Purchase  Agreement  provides that the WinTec Board of
Directors  shall be reduced from 7 to 6 directors and that the Company will have
the ability to appoint 2 of the directors.

Upon the completion of the Stock Redemption and Purchase Agreement,  the Company
will hold  8,000,000  shares of  WinTec,  representing  28.99% of the issued and
outstanding common stock of WinTec.

Loan Agreement and Revolving Promissory Note

Concurrent  to the  signing of the  Contribution  and  Exchange  Agreement,  the
Company entered into a Loan Agreement and Revolving Promissory Note with WinTec.
As  part of the  Loan  Agreement,  the  Company  has  agreed  to lend to  WinTec
$1,500,000  cash to be used by WinTec to expand its business  operations,  which
includes at some future  point moving their  laboratory  facility  from Texas to
California.

The Loan  Agreement  provides  for the funds to be  delivered to WinTec in three
tranches, as set forth below:

     -  Fifty   Thousand   Dollars   ($50,000)   upon   execution  of  the  loan
     documentation, and

     - Four Hundred Fifty Thousand ($450,000) 30 days after the execution of the
     loan documentation and

     - One  Million  ($1,000,000)  shall be  funded at such  times,  and in such
     amounts, as requested by WinTec.

The Loan  Agreement  provides for the Company to be issued an exclusive  license
for the use of WinTec's anti-corrosion material for small marine craft, pursuant
and the first right of first refusal to  exclusively  license such  intellectual
property of WinTec as it may license to third parties.

                                       3
<PAGE>




The Revolving  Promissory  Note has an annual  interest rate of 1% and a term of
four (4) years from the date of issuance. The Revolving Promissory Note does not
provide for a payment schedule,  only that payments will be made as requested by
the Company.

Stock Issuance

On June 28, 2011,  as part of the  Contribution  and Exchange  Agreement and the
Stock  Redemption  and  Purchase  Agreement,  the  Company  made  the  following
issuances of its restricted common stock and equity instruments:

- 3,000,000  shares of its  restricted  common  stock to WinTec  pursuant to the
Contribution  and Exchange  Agreement in exchange for  20,400,000  shares of the
common stock of WinTec.

- An option to purchase  3,000,000  shares of the  Company's  restricted  common
stock at an  exercise  price of $0.10  per  share to WinTec as part of the Stock
Redemption and Purchase Agreement.

Product Description

We manufacture  commercial  and  recreational  watercrafts  under our two wholly
owned  subsidiaries,  Medina  Marine  and Harbor  Guard  Boats.  Our  commercial
products are utilized by fire, search & rescue, patrol, emergency,  military and
defense  departments,  while the  recreational  products  are  targeted  towards
leisure and sports inclined individuals.

Our Company's  products combine power,  safety,  handling and stability in rough
water  along with  high-speed  performance.  Boats  already  in use are  getting
international  praise and  recognition  for the  powerful  rescue tool they have
become to America's municipalities.


         Commercial  Boats - The  Company  currently  has eight  (8)  commercial
watercraft models, ranging from 15' to 37' in length.

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

          Watercraft              Fire Rescue         Rescue
-------------------------------- --------------- -----------------


15'      Interceptor                   o                o

21'      Interceptor                   o                o

21'      Firecat                       o                o

18'      Firehawk Defender             0                0

24/26'   Firehawk Defender             o                o

28'      Firehawk Defender             o                o

30'      Firehawk Defender             o                o

37'      Firehawk Defender             o                o
-------------------------------- --------------- -----------------

Recreational Boats - The Company currently has 3 recreational watercraft models.

Our  watercraft  products are made out of fiberglass  materials.  In addition to
durability and improved speeds,  the use of fiberglass means that any repairs or
damage to the  interior  or exterior  of the craft can be easily  repaired.  Our
products  incorporate  a  platform,  which  prevents  the boats  from  flooding,
providing a greater stability for our products.

All of our watercrafts  either use jet propulsion,  I/O and Out Boards for their
power.  The use of jet  engines  allows  the  watercraft  to  operate in shallow
waters.  In addition,  the jet engines  provide a greater safety to the rescuers
and those being rescued.  Our jet propulsion  watercrafts allow the crew members
to get  extremely  close to the  victims  without  the worry of causing  further
injury to those being rescued. The use of I/O and Outboard engines are installed
mainly in 24' and up models.  In  addition,  some of our models are  designed to
accommodate multiple or mixture of the above mentioned engine types, taking into
consideration safety and agility.

                                       4
<PAGE>




The water pump used in our products uses water  retrieved from the bottom of the
boat and sprays water at 750-3000 gallons per minute,  without  compromising the
stability  of the craft.  MCD System  allows the water  intake to be diverted to
water pump for spraying. Both of these systems are patented.

Our  innovative  watercraft  designs allow us to market our products to fire and
rescue departments, as well as to defense and military departments.

Competition

Our products  compete with those  companies that are already  established in the
industry.  Our competition may have  established  dealerships  around the United
States and other parts of the world,  which may give them an advantage  over our
company.  In  addition,  our  competition  may  have  good  relations  with  the
government  and its  personnel  and a proven track  record,  which may adversely
affect our sales  efforts.  An  established  competition to our company may have
resources  and man power to expand  into other  cities and  countries  and offer
their products at lower prices.

Our competitors build similar rescue  watercraft,  though they may use different
materials in the construction of their products, such as inflatable,  metal, and
aluminum.  We believe  that the use of the jet  propulsion,  I/O,  and  Outboard
engines and the innovations in our designs provide greater stability, which will
provide us with an advantage over our current competition.

There is greater  competition for our  recreational  products than there are for
our rescue and fire rescue watercrafts. The recreational industry is larger than
the fire and  rescue  industry  and our  competitors  in the  recreational  boat
industry have an established  clientele and may have far greater  resources than
we have at this time.

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Sales and Marketing

-------------------------------------------------------- ---------------- ---------------
        Units Sold for the year ended April 30,
-------------------------------------------------------- ---------------- ---------------
                               2011                           2010
     Department Type         No. Sold      Percentage       No. Sold        Percentage

     Fire Department             8            89%               1              50%
          Police                 1            11%               1              50%
--------------------------- ------------ --------------- ---------------- ---------------
          Total                  9            100%              2              100%
--------------------------- ------------ --------------- ---------------- ---------------
</TABLE>

Harbor Guard Boats,  Inc. has sold 32 watercrafts  since 2005 and Medina Marine,
Inc. has sold 3 watercrafts  since 2004 for combined  total of 35 watercrafts to
various domestic and international rescue and fire departments.

The Company has begun aggressively  marketing its products throughout the United
States and around the world.  By working  with  independent  sales  agents,  the
Company  has been able to expand  its reach  into  agencies  worldwide  that are
looking for watercrafts for search and rescue, defense, and emergency purposes.

Our  watercrafts  are  sold to  departments,  such  as  Fire,  Police,  Defense,
Emergency, and Volunteer Fire Departments. Most of our sales have come from Fire
Department  in the United  States and abroad;  however,  there is an  increasing
potential for sales opportunities in other departments as well.

                                       5

<PAGE>

Our Company seeks to constantly expand dealers in the U.S. and around the world.
Currently we have dealers in United States to represent  the  following  states:
Michigan,  Wisconsin,  Illinois,  South Carolina,  North Carolina,  Georgia, New
York, New Jersey, Puerto Rico and Connecticut.

In  addition,   we  have   established   dealer   relations  in  the   following
countries/region: Caribbean, India, Middle East, Turkey, and South America.

Our commercial boat marketing strategy includes displaying and demonstrating our
products at regional,  national and  international  shows  throughout the United
States, and advertising our products in industry magazines and on the Internet.

ITEM 1A. RISK FACTORS

The  ownership  of the  Company's  securities  involves  certain  risk  factors,
including without limitation, lack of liquidity,  various conflicts of interest,
and economic and market  risks.  An  investment  in the  Company's  common stock
involves  a  number  of  risks.  The  risks  discussed  in this  document  could
materially and/or adversely affect our business, financial condition and results
of  operations  and cause  the  trading  price of our  common  stock to  decline
significantly.

Risks in Equity

We expect our stock  price to be volatile  which could cause a complete  loss of
investment 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,  but not
limited to the following:

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a)       our historical and anticipated quarterly and annual operating results;
b)       announcements of new products or services by us or our competitors or new competing technologies;
c)       investors' perceptions of us and investments relating to the watercraft and/or defense industry;
d)       developments in the watercrafts and/or defense industry;
e)       technological innovations;
f)       failure to diversify;
g)       changes in pricing made by us, our competitors or providers of alternative/substitute services;
h)       the addition or loss of business customers;
i)       variations between our actual results and analyst and investor expectations;
j)       condition or trends in the boat industry, including regulatory developments;
k)       announcements by us of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
l)       additions or departures of key personnel; and
m)       general market and economic conditions.

</TABLE>

In  addition,   in  recent   years  the  stock   market  in  general,   and  the
Over-The-Counter  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 markets
and industry factors may materially adversely affect our stock price, regardless
of our operating performance.

                                       6
<PAGE>

         The stock market, from time-to time, has experienced  significant price
and volume  fluctuations that have  particularly  affected the market prices for
the common  stock of similar  companies.  These broad  market  fluctuations  may
adversely  affect the market price of the Company's  common stock.  In the past,
following  periods of volatility  in the market price of a particular  company's
securities, securities class action litigation has been instituted. There can be
no assurance that such  litigation  will not occur in the future with respect to
the  Company.  Such  litigation,  regardless  of its  outcome,  would  result in
substantial costs and a diversion of management's attention and resources, which
could have a material  adverse  effect upon the company's  business,  results of
operations, and financial condition.

         In the  past,  the  trading  price of the  Company's  common  stock has
experienced substantial volatility. Sales of substantial amounts of common stock
in the public market could adversely affect prevailing market prices. As of July
20,  2011,  we had  51,110,497  shares of  common  stock  outstanding,  of which
14,207,496 is or will be freely tradable,  other than restrictions  imposed upon
our  affiliates.  The  freely  tradable  shares,  along  with the  contractually
restricted  shares,  are significantly  greater in number than the daily average
trading volume of our shares. If the selling stockholders, or the holders of the
freely tradable shares, were to sell a significant amount of our common stock in
the  public  market,  the  market  price of our  common  stock  would  likely be
significantly and adversely affected.


         Penny Stock Reform Act. In October  1990,  congress  enacted the "Penny
Stock Reform Act of 1990" (the "90 Act") to counter fraudulent  practices common
in Penny Stock  transactions.  Rule 3a51-1 of the  Exchange  Act defines  "Penny
Stock" as an equity security that is not among other things;

          a) a reported security (i.e., listed on certain national securities
exchanges):

          b) a security  registered or approved for registration and traded on a
national securities  exchange that meets certain guidelines,  where the trade is
effected through the facilities of that national exchange;

         c) a security listed on NASDAQ;

         d) a  security  of an  issuer  that  meets  certain  minimum  financial
requirements  ("net  tangible  assets" in excess of $2,000,000 if the issuer has
been continuously  operating for less than three (3) years), or "average return"
of at least $6,000,000 for the last three years; or

         e) a  security  with a  price  of at  least  $5.00  per  share  for the
transaction  in question or that has a bid quotation (as defined in the rule) of
at least $5.00 per share.

         Under  rule  3a51-1,  the  Company's  common  stock  falls  within  the
definition of "Penny Stock,"  pursuant to the 90 Act,  broker-dealers,  prior to
effecting a transaction in a Penny Stock, are required to provide investors with
written disclosure documents containing  information  concerning various aspects
of the market for Penny Stocks as well as specific  information  about the Penny
Stock and the  transaction  involving the purchase and sale of that stock (e.g.,
price quotes and broker-dealer and associated person  compensation).  Subsequent
to the  transaction,  the broker is  required  to deliver  monthly or  quarterly
statements  containing  specific  information about the Penny Stock. These added
disclosure  requirements  will most  likely  negatively  affect  the  ability of
purchasers herein to sell their shares in the secondary market.

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 the investor's  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.

                                       7
<PAGE>




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  amount of  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.

Our securities  have been thinly traded on the Over-The-  Counter  Market,  Pink
Sheets which may not provide liquidity for our investors

Our securities are quoted on the Over-the-Counter-Bulletin-Board  (OTCBB), under
the symbol MIHI.  Securities traded on the  Over-The-Counter  Market 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 OTCBB
markets.  Quotes  for  stocks  included  on the OTCBB  market  are not listed in
newspapers.  Therefore,  prices for securities traded solely on the OTCBB 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.

 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 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

As of July 20, 2011, we had  51,110,497  shares of common stock  outstanding,  ,
subject to  restrictions  on  transfer  referred to below,  all other  shares of
common stock which we have not registered are considered "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 six months 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 one 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
to exceed demand.

In  addition,  sales of  significant  amounts of  restricted  shares held by Mr.
Madhava Rao Mankal,  CFO and  Director  of the  Company and Mr.  Daniel  Medina,
President and Director of the Company,  and Mr. Albert  Mardikian,  Director and
CEO,  Harbor  Guard Boats,  Inc.,  who own a total of  36,488,001  shares of our
Company's common stocks, or the prospect of these sales,  could adversely affect
the market price of our common stock.

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 the
company's  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.

                                       8
<PAGE>




Risks in General Operations

We rely upon licenses in the manufacturing of our boats

We manufacture  our boats under various  licenses;  the loss of any could impair
our business.  Mr. Albert  Mardikian,  Chief  Executive  Officer of Harbor Guard
Boats,  Inc., holds the patents on the designs we use to build our products.  If
we breach  the  license  agreement,  it may  seriously  impair  our  ability  to
manufacture  the  boats  and we may not be able to  successfully  implement  our
business plan. Each license is 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 we may not be able to  successfully  implement  our
business plan.

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.  Our success and
ability to compete  depends,  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 a third party holds 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 adversely affect our results of operations.

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  adversely  affect our  business,
through the results of 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.

Our ability to  successfully  commercialize  our products  will depend on, among
other things,  our ability to manufacture and sell our products 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.

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  for 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 products.

                                       9
<PAGE>




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
materially  adversely  affect  our stock  price.  We  experienced  net losses of
$566,022  for the year  ended  April  30,  2011.  At April 30,  2011,  we had an
accumulated deficit of $6,009,376.

The impact of market  fluctuations  in money  markets,  financial  stability and
financing costs could adversely affect our profitability.

Most of our expenses and capital  spending are  transacted in the U.S.  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 agreements.  The majority
of the  company's  investments  may be in short-term  instruments  and therefore
subject to fluctuations in U.S. interest rates. Our financing  arrangements will
be  periodically  renewed and an increase in interest rates may result in higher
interest  charges to us. Due to the uncertain  nature of such, we cannot provide
assurance  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  exists 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  provide  assurance or
guarantee that additional capital and/or debt financing will be available 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 part or all of
your investment.

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  products  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 it could impair
or curtail operations.

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

At April 30, 2011,  we had current  liabilities  of  $2,825,258  and $122,883 in
current  assets.  As of April 30,  2011,  we have a working  capital  deficit of
approximately $2,702,375. 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 their investment, because creditors would be
paid first.

                                       10
<PAGE>




A segment of our business  focuses on  government  agencies,  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,  varying  significantly among agencies,
with which we must adhere to. Government 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 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 these
charges could be high.

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 United  States  governments  (county,  state,
federal governments, government agencies, etc.), and regulatory authorities from
foreign nations.  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.

Risks in sales/marketing

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  pressure  on  prices  on  our  products.  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.  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 might render our  technology,  and
hence making our products, obsolete and noncompetitive.

                                       11
<PAGE>




We are a small company in terms of employees,  technical and research  resources
and capital. We expect 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.

Commercialization   of  our   current   and  future   products   could  fail  if
implementation of our sales and marketing strategy is unsuccessful

A significant  sales and marketing  effort will be necessary in order to achieve
the level of market awareness to realize profitability from sales of our current
and  future  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:

            a)  hire  and  train  sales  and  marketing  personnel;   b)  manage
            geographically  dispersed  operations;  c)  encourage  customers  to
            purchase our products.

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


         Success  dependent  on market  acceptance.  Our  Company's  success  is
dependent  on the market  acceptance  of our  products.  Despite the  increasing
demand for commercial boats, market acceptance of the company's products will be
dependent,   among  other  things,  upon  its  quality,   ease  of  use,  speed,
reliability, and cost effectiveness.  Even if the advantages of our products are
established,  we are unable to predict how quickly, if at all, our products will
be accepted in the marketplace.

Risks in management

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 and Director and Mr.
Madhava Rao Mankal, Chief Financial Officer and Director..

Our principal  officers and directors own 72.20% 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,  Albert  Mardikian and Madhava Rao Mankal,  officers and
directors  of  the  Company,   beneficially  own  approximately  71.39%  of  our
outstanding  common  stock as of July 20,  2011.  As a result,  Messrs.  Medina,
Mardikian  and Mankal  have the  ability to control  substantially  all  matters
submitted to our stockholders for approval, including:

         a) election of our board of directors;
         b) removal of any of our directors;
         c) amendment of our certificate of incorporation or bylaws; and
         d) 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,  Messrs.  Medina,  Mardikian and
Mankal are able to influence all matters requiring  stockholder  approval,  with
little additional  support,  including the election of directors and approval of
significant corporate transactions.

                                       12
<PAGE>

         Conflicts  of interest  ---- The board of  directors  of the Company is
subject to various conflicts of interest arising out of their  relationship with
the company. The officers and directors of the Company will devote such time, as
they deem  necessary to the  business  and affairs of the Company.  Officers and
directors  of the Company  are  required by law to deal fairly and in good faith
with the company and they intend to do so.  However,  in any company,  there are
certain inherent conflicts between the officers and directors and the investors,
which cannot be fully mitigated.  Because the officers and directors will engage
in activities  independent of the company, some of these activities may conflict
with those of the company. Thus, the officers and directors may be placed in the
position  where  their  decisions  could  favor  their own  activities  or other
activities  with which they are associated  over those of the Company.  Officers
and directors of the company may engage in business  separately  from activities
on behalf of the company or client  entities for which the Company also provides
services to.


         Limitations  on  directors'  and  officers'  liability.  The  Company's
articles of incorporation  provide, as permitted by governing Colorado law, that
a director  or  officer of the  Company  shall not be  personally  liable to the
company,  or its  shareholders,  for  monetary  damages for breach of his or her
fiduciary  duty of care as a director or officer,  with certain  exceptions.  In
addition,  the company has agreed to indemnify its officers and directors to the
fullest  extent  permitted  by Colorado  law.  Such  provisions  may  discourage
stockholders from bringing a lawsuit against directors for breaches of fiduciary
duty and may also have the  effect of  reducing  the  likelihood  of  derivative
litigation   against   directors  and  officers  even  though  such  action,  if
successful,  might  otherwise  have  benefited  the company's  stockholders.  In
addition, a stockholder's investment in the company may be adversely affected to
the  extent  that  the  company,  pursuant  to such  provisions,  pays  costs of
settlement and damage awards against the company's officers or directors.

ITEM 1B.               Unresolved Staff Comments

NONE

ITEM 2. DESCRIPTION OF PROPERTIES

As of April 30,  2011,  we did not own any  properties.  We moved our  Company's
activities,  including all subsidiaries,  from Costa Mesa, California to Corona,
California  during on February 3, 2010. Our management signed a three-year lease
for a 11,900 sq. ft. building in the city of Corona, California, effective April
1, 2010.  The address for this  location is 1802 Pomona Rd,  Corona,  CA, 92880.
This building is owned by unrelated  parties.  The lease to the Corona  facility
expires on March 31, 2013, and calls for monthly  payments,  initially of $2,600
per month plus costs,  escalating over the term of the lease to $6,000 per month
plus costs.

ITEM 3. LEGAL PROCEEDINGS

On December 28, 2010,  Albert Mardikian and MGS Grand Sport,  Inc., a California
corporation,  filed a Complaint  for breach of  contract;  money  lent;  account
stated;  accounting;  declaratory relief; fraud and deceit;  breach of fiduciary
duty; conversion;  and involuntary dissolution in Superior Court of the State of
California, County of Orange against Medina International Holdings, Inc.; Modena
Sports Design,  LLC;  Harbor Guard Boats,  Inc.;  Madhava Rao Mankal;  and Danny
Medina.  Plaintiffs are seeking monetary damages exceeding $1 million as well as
punitive  damages in unspecified  amounts and a dissolution of the Company.  Mr.
Mardikian is a Director and significant  shareholder of the Company. The suit is
in its  preliminary  stages  and no  prediction  can be made as to its  eventual
outcome.  The  Company  intends to  vigorously  defend the lawsuit in the normal
course of business.

ITEM 4.  REMOVED AND RESERVED.


                                       13

<PAGE>

                                     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)  market and the trading  symbol for our
Company's  common stock is MIHI. The Company's common stock began trading on the
Over-the-Counter-Bulletin-Board   (OTCBB)  in  May  of  2006.  As  a  result  of
non-timely filings of Annual and Quarterly  reports,  our stock began trading on
the Pink Sheets  market in April of 2009.  In September of 2010,  the  Company's
common stock was reinstated  for trading on the  Over-the-Counter-Bulletin-Board
(OTCBB) market.

As of the date of this  report,  the  Company's  common  stock  has been  thinly
traded.  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 for our 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, were as follows:

------------------------- ------------- -------------
                              High          Low
------------------------- ------------- -------------
Year ended April 30,
2011

First Quarter                  $0,05         $0.01

Second Quarter                 $0.05         $0.01

Third Quarter                  $0.05         $0.01

Fourth Quarter                 $0.04         $0.02


Year ended April 30,
2010

First Quarter                  $0.04         $0.01

Second Quarter                 $0.06         $0.01

Third Quarter                  $0.10         $0.04

Fourth Quarter                 $0.07         $0.04
------------------------- ------------- -------------


Dividend Policy

We have never paid nor declared any cash  dividends on our common  stock.  We do
not  expect to pay any cash  dividends  on our common  stock in the  foreseeable
future.  Payment of future  dividends,  if any, will be at the discretion of the
Board of  Directors  and will  depend  on our  financial  position,  results  of
operations,  capital requirements,  restrictions  contained in current or future
financing instruments, and other factors the Board considers relevant.

Recent Sales of Unregistered Securities

The Company issued 103,750 unregistered  securities during the fiscal year ended
April  30,  2011.  The  following  presents  the  purpose  for the  issuance  of
unregistered securities:

<TABLE>
<CAPTION>
<S>                                                                  <C>

------------------------------------------ ------------------------- ----------------------------
              Person/Entity                  No. of Common Stock               Purpose
------------------------------------------ ------------------------- ----------------------------
Board of Directors                                  93,750           Fees
Lebo Network Consulting                             10,000           Conversion of Payable
------------------------------------------ ------------------------- ----------------------------
</TABLE>

The Company did not sell any  unregistered  securities from May 1, 2010 to April
30, 2011.

                                       14
<PAGE>




For the year end April 30, 2010, the Company issued  11,010,000 shares of common
stock  to MGS  Grand  Sports/Mardikian  Design  Engineering  for  acquisition  &
royalties,  and  issued  three  officers  4,135,000  shares of common  stock for
accrued salary conversion. Exemption from Registration Claimed

The sale,  if any, 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 was
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. SELECTED FINANCIAL DATA

The following table presents selected historical financial data derived from the
audited  Consolidated  Financial  Statements for three years.  This  information
should be read in  conjunction  with  Management's  Discussion  and  Analysis of
Financial  Condition  and  Results  of  Operations,   as  well  as  the  audited
Consolidated Financial Statements and the Notes thereto.

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

      -------- -------------------------------------------- --------------------------------------------------------------
                                                                           During the year ended April 30,
                                                                   2011                  2010                 2009
                                                                   ----                  ----                 ----
      Operating Results
               Net Sales                                             $1,542,436              541,675    $      1,034,379
               Gross Margin                                             512,531              (98,837)            (76,537)
               Net Loss                                          $    (566,022)        $    (745,070)   $     (1,768,434)
      Balance Sheet
               Total assets                                       $     580,285        $    1,046,720   $      1,324,318
               Total debt                                             2,825,258             2,731,046          3,593,014
               Total Stockholders' equity                            (2,244,973)           (1,684,326)        (2,268,696)
      Cash Flows
               Net cash received by operating activities          $      14,295         $     177,211   $       (242,088)
               Net cash used by investing activities
               Net cash provided by financing activities                (71,007)             (106,564)           282,250
      -------- -------------------------------------------- -------------------- --------------------- -------------------
</TABLE>

ITEM 7. 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-K  contains
forward-looking  statements.  The  presentation  of  future  aspects  of  Medina
International Holdings, Inc. ("Medina International Holdings, Inc.,""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.

                                       15
<PAGE>





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 and/or profits;

(d)  Inadequate capital to continue or expand its business;

(e)  Inability  to raise  additional  capital  or  financing  to  implement  its
     business plans;

(f)  Failure to achieve a business;

(g)  Rapid and significant changes in markets;

(h)  Litigation or legal claims and allegations by outside parties; and

(i)  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.

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-Q and Annual Report on this Form 10-K
filed by the Company and any Current Reports on Form 8-K filed by the Company.

Overview

We are in the business of delivering  products and services to aid organizations
and  service  personnel  who  risk  their  lives  to  save  others.  We  design,
manufacture,  test,  deliver,  and  support  fire  rescue,  rescue,  and  patrol
watercrafts  (commercial)  to increase the  effectiveness  and efficiency of the
mission of our users. Our products are sold to fire, search & rescue, emergency,
police,  defense, and military departments in the United States and abroad. Fire
departments are our largest  customers and we rely heavily on government  funded
departments to achieve sales and continue our operations.

In addition, we also manufacture two recreational watercraft models.

The Company owns the rights to the following websites:

www.medinaih.com
www.medinainternationalholdings.com
www.medinamarine.com
www.harborguardboats.com
www.wintecprotectivesystems.com

                                       16
<PAGE>




Key Challenges

We face numerous  challenges to sustain  operations.  We have identified some of
the challenges we continue to face:

a) Continuing to expand our customer base both domestically and internationally;
b) Continuing to meet or exceed customer's price expectations;  c) Continuing to
build brand name both domestically and internationally; d) Continuing to provide
quality  customer  support;  e)  Competing  with  established  competitors;   f)
Continuing the  development of new products;  and g) Reducing  internal  control
weaknesses over financial reporting and disclosure.

The main uncertainty about our operations is whether we will continue to receive
orders for our  commercial  products.  Our potential  customers  rely on federal
grants or other  government  budgets to  receive  funds to  purchase  equipment.
Depending on the size of aid received,  service personnel purchase  equipment(s)
for their departments. The size of the aid received by these departments creates
a demand  for our  product,  in terms of price and  features.  The timing of the
funds cannot be predicted for our prospective  international customers. The size
of the aid cannot be predicted;  hence we will be unable to forecast our outlook
for the coming fiscal year.

In July of 2008,  we acquired  Harbor  Guard  Boats,  Inc.  as our wholly  owned
subsidiary. Our management has recognized that our business was changing, and in
response,  we are  attempting  to  rebalance  our  workforce  and  manufacturing
capacity.  We  may  incur  costs  as a  result  of our  efforts  to  meet  these
restructuring needs.

In  addition,  Our  Company's  accounting  and  financial  systems  need  to  be
substantially  improved  in order  to  accommodate  our  current  and  projected
production  levels. We may incur costs as a result of our efforts to improve the
accounting and financial systems.

Strategy

Our strategy is to not only  manufacture high quality  watercrafts,  but also to
seek  and/or  develop  innovative  products  to  assist  emergency  and  defense
personnel  and  departments  to become more  efficient  and  effective  in their
mission. In addition, our strategy includes the following:

a)       Capitalize on the demand for commercial and recreational watercrafts;
b) Build long-term  relationships  with business partners and stakeholders while
providing  profitability  for our  investors;  c) Develop  and expand  strategic
partnerships;  d) Identify new products  and markets to meet  changing  customer
requirements; e) Retain and provide opportunities for growth for our employees;

Results of Operations

The following discussion and analysis is based on our consolidated statements of
operations,  which reflect our results of  operations  for the years ended April
30, 2011 and 2010, as prepared in accordance with generally accepted  accounting
principles in the United States of America ("GAAP").

                                       17
<PAGE>




The following  tables  present our results of operations for the two years ended
April 30, 2011 and 2010, as well as the percentage changes from year to year.

<TABLE>
<CAPTION>
<S>                                                                                <C>                    <C>

---------------------------------------- ----------------------------------------- -- ---------------- -- -----------------
                                               For the year ended April 30,            Dollar Change         Percentage
                                                                                                               Change

---------------------------------------- ----------------------------------------- -- ---------------- -- -----------------
                                                 2011                  2010            2011 vs. 2010       2011 vs. 2010

Sales, net                                         $1,542,436    $541,675                 $ 1,000,761           185%

Cost Of Sales                                       1,029,905     640,512                     389,393           61%

                                         --------------------- -- ---------------- -- ---------------- -- -----------------
       Gross Profit                                   512,531     (98,837)                    611,368           619%


General and administrative expenses                   664,929     519,840                     145,089           28%

Selling and marketing expenses                        153,446      50,459                     102,987           204%

Write off of Assets                                   222,570          -                      222,570           n/a

                                         --------------------- -- ---------------- -- ---------------- -- -----------------
       Loss from operations                         (305,844)    (669,136)                    363,292          (54%)


  Other income                                         32,046       2,800                      29,246          1045%

  Interest expense                                   (69,654)      (78,734)                     9,080          (12%)

                                         --------------------- -- ---------------- -- ---------------- -- -----------------
       Net other loss                                (37,608)      (75,934)                    38,326          (50%)


Loss before income tax (expense)                  $ (566,022)    $(745,070)                  $179,048          (24%)
benefit
       Income tax (expense) benefit                       -            -                          -               -
                                         --------------------- -- ---------------- -- ---------------- -- -----------------

Net Loss from Operations                          $ (566,022)    $(745,070)                  $179,048          (24%)

---------------------------------------- --------------------- -- ---------------- -- ---------------- -- -----------------
</TABLE>

2011 Compared to 2010

Net Sales

Harbor Guard Boats has sold 32 units since its inception.
<TABLE>
<CAPTION>
<S>                                                                 <C>                <C>

------------------------------- --------------------------------- - --------------- -- ----------------
           Revenue               For the Years Ended April 30,      Dollar Change      Percent Change
------------------------------- --------------------------------- - --------------- -- ----------------
                                     2011             2010          2011 vs. 2010       2011 vs. 2010
                                     ----             ----          -------------       -------------
Boat Sales, net                    $  1,539,007       $  537,515     $                      185%
                                                                    1,001,492
Spare parts and logistics                 3,429            4,160                             (1)%
                                                                    (731)
                                   $  1,542,436       $  541,675     $                      185%
                                   ------------       ----------     -----                  ----
                                                                    1,000,761
------------------------------- ---------------- ---------------- - --------------- -- ----------------
</TABLE>

Our sole source of revenue  since our  inception is  attributable  to commercial
watercrafts. Our company sold nine watercrafts and earned $1,539,007 in revenues
for the year ended  April 30, 2011 as  compared  to two  watercrafts  and earned
$537,515 in revenues for the year ended April 30, 2010.  Since most of our sales
consist of commercial  watercrafts,  we do not anticipate  offering discounts or
other sales incentives.

The following table presents our watercraft  sales for the years ended April 30,
2011 and 2010.

-----------------------------------------------
         For the year ended April 30,
-----------------------------------------------
                        2011          2010
                        ----          ----

    Units Sold           9             2
     Revenue        $              $ 537,515
                    1,539,007
------------------- ------------- -------------

                                       18

<PAGE>




The increase in sales for the year ended April 30, 2011 of $1,000,761,  or 185%,
was primarily due to an increase in watercrafts sold.

Cost of sales

Costs of sales are costs to produce our product and generally  consist of direct
materials, direct labor and production overhead.

--------------------------------------------- ----------------------------------
                          For the year ended April 30,
--------------------------------------------- ----------------------------------
                                                          2011            2010
                                              ----------------   ---------------
Cost of sales                                 $1,029,905          $640,512

Gross profit                                  $  512,531          $(98,837)

Gross profit as a percentage of net sales          33.22%           (18.24)%

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

The increase in cost of goods sold for the year ended April 30, 2011 of $389,393
or 61%,  was  primarily  due to the  increase  in sales.  Our cost of goods sold
comprise  of direct  material,  direct  labor,  and  production  overhead  which
includes  depreciation.  Gross  loss is  mainly  due to the  under  recovery  of
depreciation during the year ended April 30, 2010. We included royalty payments,
for the use of the patents, as part of the production overhead..

<TABLE>
<CAPTION>
<S>                                                                         <C>               <C>

General and administrative expenses.

-------------------------------------------- ------------------------------ ----------------- ----------------------
General and Administrative Expenses          For the year ended April 30,    Dollar Change      Percentage Change
-------------------------------------------- ------------------------------ ----------------- ----------------------
                                                  2011            2010       2011 vs. 2010        2011 vs. 2010
                                                  ----            ----       -------------        -------------
General and Administrative Expenses                $ 664,929     $ 519,840         $ 145,089           28%
-------------------------------------------- ---------------- ------------- ----------------- ----------------------
</TABLE>

General and administrative expenses include, but not limited to:

a)       Professional fees for legal, accounting, consulting, and development
         activities;
b)       Public company related expenditures;
c)       Stock compensation for services rendered to the Company;
d)       Management salaries
e)       Compensation expenses; and
f)       Payroll taxes

The increase in general and administrative expenses for the year ended April 30,
2011 of $145,089 or 28%, was mainly due to the increase in professional  fees of
$120,738 for legal fees  incurred due to the pending  lawsuit  brought by one of
our major shareholder and board member, Mr.Albert Mardikian.

<TABLE>
<CAPTION>
<S>                                                                         <C>               <C>

Selling and marketing expenses

-------------------------------------------- ------------------------------ ----------------- ----------------------
Selling and Marketing Expenses               For the year ended April 30,    Dollar Change      Percentage Change
-------------------------------------------- ------------------------------ ----------------- ----------------------
                                                  2011            2010       2011 vs. 2010        2011 vs. 2010
                                                  ----            ----       -------------        -------------
Selling and Marketing Expenses                     $ 153,446      $ 50,459     $ 102,987              204%
-------------------------------------------- ---------------- ------------- ----------------- ----------------------
</TABLE>

Selling expenses include:
a)       Commission paid to sales personnel;
b)       Traveling expenses related to sales;
c)       Freight expenses and
d)       Marketing expenditures.

The increase in selling and marketing  expenses of $102,987 or 204%,  during the
year ended  April 30,  2011  compared  to the year  ended  April 30,  2010,  was
primarily  due to  commission  on sales,  freight  associated  with  sales,  and
attendance of trade shows.  Due to the higher unit sales of our products  during
the year ended April 30, 2011,  we incurred  $96,757 in  commission  expenses as
compared to $8,550 during the year ended April 30, 2010.

                                       19
<PAGE>



<TABLE>
<CAPTION>
<S>                                                                         <C>               <C>


Other Income and Expenses

-------------------------------------------- ------------------------------ ----------------- ----------------------
Other Income (Expenses)                      For the year ended April 30,    Dollar Change      Percentage Change
-------------------------------------------- ------------------------------ ----------------- ----------------------
                                                  2011            2010       2011 vs. 2010        2011 vs. 2010
                                                  ----            ----       -------------        -------------
Other Income                                 $ 32,046         $  2,800       $ 29,246                    1045%

Other Expense                                $(69,654)        $(78,734)      $  9,080                     (12%)

-------------------------------------------- ---------------- ------------- ----------------- ----------------------
</TABLE>

Other income consisted of cancellation of debt by our vendors.

Other Expense consists of interest expense on notes payable,  credit cards, line
of credits and shareholders' loans.

Our other  expenses  decreased by $9,080 or (12 %),  during the year ended April
30, 2011,  primarily  due to the decrease of  short-term  debt,  such as line of
credit and credit  cards,  of Harbor Guard Boats,  Inc. The interest  accrued on
shareholders'  loan during the year ended April 30, 2011 was $41,490 compared to
$35,143  during the year ended  April 30,  2010.  We also  incurred  interest on
related  party  liabilities  of $6,524  during  the year  ended  April 30,  2011
compared to $5,644 during the year ended April 30, 2010.


<TABLE>
<CAPTION>
<S>                                                                         <C>               <C>

Net Loss

------------------------------------------ -------------------------------- ----------------- ----------------------
Net Loss                                    For the year ended April 30,     Dollar Change      Percentage Change
------------------------------------------ -------------------------------- ----------------- ----------------------
                                                 2011            2010        2011 vs. 2010        2011 vs. 2010
                                                 ----            ----        -------------        -------------
Net Loss                                        $ (566,022)  $(745,070)      $179,048               (24%)

------------------------------------------ ----------------- -------------- ----------------- ----------------------
</TABLE>

Based on the explanations described above, our net loss of $745,070 for the year
ended April 30, 2010  decreased  by  $179,048,  or 24%, to $566,022 for the year
ended April 30, 2011.
<TABLE>
<CAPTION>
<S>                                                          <C>
Liquidity and Capital Resources

------------------------------------------------------------ ------------------------------------
Cash Flow                                                       For the Years Ended April 30,
------------------------------------------------------------ ------------------------------------
                                                                  2011              2010
                                                                  ----              ----

Net cash provided by (used in) operating activities              $   14,295        $     177,211
Net cash provided by (used in) investing activities              $  (33,158)       $         -

Net cash provided by (used in) financing activities              $  (71,007)       $    (106,564)

------------------------------------------------------------ --------------- --------------------
</TABLE>

As of April 30, 2011,  we had $17,353 cash on hand,  an inventory of $99,640 and
net  fixed  assets  of  $425,941.  As of  April  30,  2011,  our  total  current
liabilities were $2,825,258,  which were represented  mainly by accounts payable
of  $759,866,  accrued  liabilities  of  $295,994,  deposits  from  customers of
$238,495,  short-term debt of $214,564, notes payable of $62,077, and short-term
borrowings from shareholders  totaling $417,820. In addition, a note payable for
the  acquisition  of Harbor  Guard  Boats,  Inc.  in the amount of  $833,480  is
included in the current liabilities.  At April 30, 2011, our current liabilities
exceeded current assets by $2,702,375.

As of April 30, 2010, we had $107,223 cash on hand, an inventory of $164,652 and
net fixed assets of $703,848.  Our total current  liabilities were $2,731,046 as
of April 30,  2010,  which  were  represented  mainly  by  accounts  payable  of
$640,055, accrued liabilities of $186,075,  deposits from customers of $308,000,
short-term debt of $214,757, notes payable of $104,000 and short-term borrowings
from  shareholders  totaling  $407,217.  In  addition,   note  payable  for  the
acquisition of Harbor Guard Boats, Inc. in the amount of $870,941 is included in
the current  liabilities.  At April 30, 2010, our current  liabilities  exceeded
current assets by $2,396,423.

Our operations provided $14,295 in operating activities for the year ended April
30, 2011 compared to that of $177,211 for year ended April 30, 2010.

                                       20

<PAGE>




For the year ended April 30, 2011, we had invested $33,158 for a spray booth and
an  equipment.  The Company did not provide any cash from  investing  activities
during the year ended April 30, 2010.

During the year ended April 30, 2011,  the Company  used $71,007 from  financing
activities,  which  included  payments  of $86,819  made on notes  payables  and
payments towards credit cards and bank loan, while receiving $16,005 of proceeds
from new notes  payables,  credit  cards,  bank  loans  and  stock  subscription
receivables.

The Company has an  accumulated  deficit,  as of April 30, 2011,  of  $6,009,376
compared to that for the year ended April 30, 2010, of $5,443,354.

Subsequent Events

Agreement with Wintec Protective Systems, Inc.

On  June  28,  2011,  Medina  International   Holdings,   Inc.  entered  into  a
Contribution  and  Exchange  Agreement  with  WinTec  Protective  Systems,  Inc.
("WinTec.")  As part of the  Contribution  and Exchange  Agreement,  the Company
agreed to issue 3,000,000 shares of its restricted  common stock in exchange for
20,400,000  shares of the common stock of WinTec.  As a result of such exchange,
the  Company  holds 51% of the issued and  outstanding  common  stock of WinTec,
making WinTec a subsidiary of the Company.

Wintec was incorporated in the State of Texas.  Wintec's  Operations are located
in  Houston,  Texas.  Wintec has  developed  various  products  such as CORTAIN,
Hydro-Tain, and Blast Block. Medina International Holdings, Inc. has first right
to use CORTAIN, anti-corrosion material for small marine crafts.

Please      visit      Wintec      Protective      Systems'      website      at
http://wintecprotectivesystems.com/

As part of the  Contribution and Exchange  Agreement,  the Company has agreed to
register the 3,000,000 shares issued with the Securities and Exchange Commission
("SEC") for resale by WinTec. If any of the following occur:

(i)  the  Registration  Statement is not filed on or before the Required  Filing
     Date,

(ii) the  Registration  Statement  is not  declared  effective  on or before the
     Required Effective Date, or

(iii)the Registration  Statement is declared effective but cease to be effective
     for a period of time which shall exceed three  hundred and sixty five (365)
     days in the aggregate per year (defined as a period of 365 days  commencing
     on the date the Registration Statement is declared effective)

then the  Company  will be  required  to pay WinTec an amount  equal to one-half
percent (0.5%) of the fair market value of the 3,000,000 shares of the Company's
common stock on the first business day after the non-registration  event and for
each subsequent thirty (30) day period (pro rata for any period less than thirty
(30) days) which are subject to such Non-Registration Event.

Stock Redemption and Purchase Agreement

Concurrent  with the signing of the  Contribution  and Exchange  Agreement,  the
Company also entered into a Stock Redemption and Purchase Agreement with WinTec.
The Stock  Redemption and Purchase  Agreement  provides that provides WinTec the
right to  repurchase  12,400,000  shares of its common stock held by the Company
upon the closing of the  Contribution  and  Exchange  Agreement  in exchange for
$1,500,000.  In addition, the Company has agreed to issue to WinTec an option to
purchase up to 3,000,000  shares of its  restricted  common stock at an exercise
price of $0.10 per share.

The Stock  Redemption and Purchase  Agreement  provides that the WinTec Board of
Directors  shall be reduced from 7 to 6 directors and that the Company will have
the ability to appoint 2 of the directors.

                                       21
<PAGE>





Upon the completion of the Stock Redemption and Purchase Agreement,  the Company
will hold  8,000,000  shares of  WinTec,  representing  28.99% of the issued and
outstanding common stock of WinTec.

Loan Agreement and Revolving Promissory Note

Concurrent  to the  signing of the  Contribution  and  Exchange  Agreement,  the
Company entered into a Loan Agreement and Revolving Promissory Note with WinTec.
As  part of the  Loan  Agreement,  the  Company  has  agreed  to lend to  WinTec
$1,500,000  cash to be used by WinTec to expand its business  operations,  which
includes at some future  point moving their  laboratory  facility  from Texas to
California.

The Loan  Agreement  provides  for the funds to be  delivered to WinTec in three
tranches, as set forth below:

-    Fifty Thousand Dollars ($50,000) upon execution of the loan  documentation,
     and

-    Four Hundred Fifty  Thousand  ($450,000) 30 days after the execution of the
     loan documentation and

-    One  Million  ($1,000,000)  shall  be  funded  at such  times,  and in such
     amounts, as requested by WinTec.

The Loan  Agreement  provides for the Company to be issued an exclusive  license
for the use of WinTec's anti-corrosion material for small marine craft, pursuant
and the first right of first refusal to  exclusively  license such  intellectual
property of WinTec as it may license to third parties.

The Revolving  Promissory  Note has an annual  interest rate of 1% and a term of
four (4) years from the date of issuance. The Revolving Promissory Note does not
provide for a payment schedule,  only that payments will be made as requested by
the Company.

Stock Issuance

On June 28, 2011,  as part of the  Contribution  and Exchange  Agreement and the
Stock  Redemption  and  Purchase  Agreement,  the  Company  made  the  following
issuances of its restricted common stock and equity instruments:

- 3,000,000  shares of its  restricted  common  stock to WinTec  pursuant to the
Contribution  and Exchange  Agreement in exchange for  20,400,000  shares of the
common stock of WinTec.

- An option to purchase  3,000,000  shares of the  Company's  restricted  common
stock at an  exercise  price of $0.10  per  share to WinTec as part of the Stock
Redemption and Purchase Agreement.

Going Concern

The Company's  auditors have issued a "going concern"  qualification  as part of
their opinion in the Audit Report.  There is substantial doubt about the ability
of the  Company to  continue  as a "going  concern."  The  Company  has  limited
capital,  debt in excess of  $2,702,375  minimal  other  assets,  and no capital
commitments.

                                       22

<PAGE>




Off-Balance Sheet Arrangements

In accordance  with the  definition  under SEC rules,  the following  qualify as
off-balance sheet arrangements:

a)       Any obligation under certain guarantees or contracts;
b)       A  retained  or  contingent   interest  in  assets  transferred  to  an
         unconsolidated  entity or similar  entity or similar  arrangement  that
         serves as credit,  liquidity, or market risk support to that entity for
         such assets;
c)       Any obligation under certain derivative instruments; and
d)       Any  obligation  under  a  material   variable  interest  held  by  the
         registrant  in  an  unconsolidated   entity  that  provides  financing,
         liquidity,  market risk, or credit risk support to the  registrant,  or
         engages in leasing,  hedging, or research and development services with
         the registrant.

The following will address each of the above items pertaining to the Company.

As of April 30, 2011, we did not have any obligation under certain guarantees or
contracts as defined above.

As of April 30,  2011,  we did not have any retained or  contingent  interest in
assets as defined above.

As of April 30,  2011,  we did not hold  derivative  financial  instruments,  as
defined by FASB statement No. 133.

Accounting for Derivative Instrument and Hedging Activities, as amended.

As of April 30, 2011,  we did not  participate  in  transactions  that  generate
relationships with unconsolidated  entities or financial  partnerships,  such as
entities often  referred to as structured  finance or special  purpose  entities
("SPEs"),  which would have been  established  for the  purpose of  facilitating
off-balance  sheet  arrangements  or  other  contractually   narrow  or  limited
purposes. As of April 30, 2011, 2010, 2009 and 2008, we were not involved in any
unconsolidated SPE transactions.

Dividends
We have never paid nor declared any cash  dividends on our common  stock.  We do
not  expect to pay any cash  dividends  on our common  stock in the  foreseeable
future.  Payment of future  dividends,  if any, will be at the discretion of the
Board of  Directors  and will  depend  on our  financial  position,  results  of
operations,  capital requirements,  restrictions  contained in current or future
financing instruments, and other factors the Board considers relevant.

Short Term.

On a  short-term  basis,  we have not  generated  revenues  sufficient  to cover
operations.  Based on our  Company's  prior  history,  we may  continue  to have
insufficient  revenue to satisfy  current and recurring  liabilities.  For short
term needs the  Company  will be  dependent  on  receipt,  if any,  of  offering
proceeds.

Need for Additional Financing

We do not have capital  sufficient to meet its cash needs.  We will have to seek
loans or equity  placements to cover such cash needs.  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 us to  allow  us to  cover  our  expenses  as they may be
incurred.

We  will  need  substantial   additional   capital  to  support  our  continuing
operations.  we have only just  begun to  generate  revenues,  but  continue  to
operate at a net loss. We have no committed  source for any funds as of the date
hereof.  No representation is made that any funds will be available when needed.
In the event funds cannot be raised when needed, we may not be able to carry out
our business  plan,  may never  achieve  sales,  and could fail in business as a
result of these uncertainties.

                                       23
<PAGE>





ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency

The majority of our business is denominated in U.S.  dollars and fluctuations in
the foreign currency markets will have a minimal effect on our business.

Commodity Prices

We are exposed to market risk from changes in commodity prices.  The cost of our
products could increase and if the prices of fiberglass and/or aluminum increase
significantly,  it will  further  decrease  our  ability  to  attain  profitable
operations.  We are not  involved in any  purchase  commitments  with any of our
vendors.

Insurance

We are exposed to several risks,  including fire,  earthquakes,  theft,  and key
person  liabilities.  We do not carry any insurance for these risks,  other than
general liability  insurance,  which will adversely affect our operations if any
of these risks materialize.

                                       24
<PAGE>

ITEM 8. FINANCIAL STATEMENTS



                            RONALD R. CHADWICK, P.C.
                           Certified Public Accountant
                        2851 South Parker Road, Suite 720
                             Aurora, Colorado 80014
                             Telephone (303)306-1967
                                Fax (303)306-1944




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Medina International Holdings, Inc.
Corona, California

I  have  audited  the  accompanying   consolidated   balance  sheets  of  Medina
International  Holdings,  Inc.  as of April 30,  2011 and 2010,  and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  management.  My  responsibility  is to  express  an  opinion on these
financial statements based on my audit.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion,  the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Medina
International Holdings, Inc. as of April 30, 2011 and 2010, and the consolidated
results  of its  operations  and its cash  flows  for the  years  then  ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
financial  statements the Company has suffered  recurring losses from operations
and has a working capital deficit that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 1. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

Aurora, Colorado                            /s/Ronald R.Chadwick, P.C.
                                               ----------------------
July 28, 2011                                  RONALD R.CHADWICK, P.C.


                                      F-1


<PAGE>
<TABLE>
<CAPTION>


                       MEDINA INTERNATIONAL HOLDINGS, INC.


                                AND SUBSIDIARIES
                           Consolidated Balance Sheets


                                    (Audited)
<S>                                                                                              <C>           <C>



                                                                                                  April 30,     April 30,
                                                                                                    2011          2010
                                                                                                  (Audited)     (Audited)
                                              ASSETS

Cash                                                                                                  17,353       107,223
Receivables                                                                                            5,890        62,283
Inventory                                                                                             99,640       164,652
Other receivables                                                                                          -           465
                                                                                                 ------------  ------------
   Total current assets                                                                              122,883       334,623
                                                                                                 ------------  ------------
                                                                                                     848,213     1,065,055
Accumulated depreciation                                                                            (422,272)     (361,207)
                                                                                                 ------------  ------------
   Total property & equipment                                                                        425,941       703,848
                                                                                                 ------------  ------------


Prepaid expenses                                                                                      31,461         8,249

                                                                                                 ------------  ------------
   TOTAL ASSETS                                                                                      580,285     1,046,720
                                                                                                 ============  ============
                          LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Accounts payable                                                                                     759,866       640,055
Accrued liabilities                                                                                  295,994       186,075
Short term debt                                                                                      214,564       214,757
Customer Deposit                                                                                     238,495       308,000
Stock committed to be issued                                                                           2,962             -
Notes payable                                                                                         62,077       104,000
Related party payable                                                                                833,480       870,941
Related Parties - short-term borrowings from shareholders                                            417,820       407,217
                                                                                                 ------------  ------------
   Total current liabilities                                                                       2,825,258     2,731,046
                                                                                                 ------------  ------------

   Total Liabilties                                                                                2,825,258     2,731,046
                                                                                                 ------------  ------------
Preferred stock, $.01 par value, 10,000,000 shares authorized
Series A  preferred  stock,  $0.01 par value,  50 shares  authorized, 20 shares issued and
  outstanding                                                                                        240,000       240,000
Common stock, $0.0001 par value, 100,000,000 shares authorized
51,110,497 and 51,006,747 shares issued and outstanding on April 30, 2011 and April 30, 2010           5,111         5,100
Additional paid-in capital                                                                         3,519,292     3,513,928
Accumulated deficit                                                                               (6,009,376)   (5,443,354)
                                                                                                 ------------  ------------
   Total stockholders' equity (deficit)                                                           (2,244,973)   (1,684,326)
                                                                                                 ------------  ------------
   TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                                              580,285     1,046,720
                                                                                                 ============  ============
    The accompanying notes are an integral part of these financial statements

                                       F-2

</TABLE>


<PAGE>



              MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                    (Audited)


                                   For the years ended April 30,
                                       2011              2010
                                       ----              ----

Sales, net                     $         1,542,436 $       541,675
Cost of Goods Sold                       1,029,905         640,512
                                 ------------------  --------------
   Gross profit (loss)                     512,531         (98,837)
                                 ------------------  --------------

General and administrative expenses        664,929         519,840
Selling and marketing expenses             153,446          50,459
Write-off of assets                        222,570               -
                                 ------------------  --------------
   Income (loss)  from operations         (305,844)       (669,136)
                                 ------------------  --------------
Other income                                32,046           2,800
Interest expense                           (69,654)        (78,734)
                                 ------------------  --------------
   Net other Income (loss)                 (37,608)        (75,934)
                                 ------------------  --------------
Loss before income tax (expense)
  benefit                                 (566,022)       (745,070)
   Income tax (expense) benefit                  -               -

                                 ------------------  --------------
   Net Loss from operations    $          (566,022) $     (745,070)
                                 ==================  ==============

Net loss per share:

   Basic                       $             (0.01)$         (0.02)
   Diluted                     $             (0.01)$         (0.02)
                                 ==================  ==============
Weighted average number of shares
   outstanding:
   Basic                                51,025,792      46,666,218
   Diluted                              51,025,792      46,666,218

   The accompanying notes are an integral part of these financial statements.
                                       F-3



<PAGE>
<TABLE>
<CAPTION>


              Medina International Holdings, Inc. and Subsidiaries
                 Consolidated Statements of Shareholders' Equity
                                    (Audited)
<S>                      <C>           <C>         <C>       <C>       <C>         <C>     <C>         <C>         <C>


                                                                      Additional   Common
                              Common Stock         Preferred Stock     Paid-In     Stock   Subscription Accumulated
                         --------------------------------------------
                            Shares     Amount      Shares     Amount   Capital   Subscribed Receivable   Deficit     Totals
                         -----------------------------------------------------------------------------------------------------

Balance - April 30, 2009   35,560,091     3,556         -          -    2,419,032   10,000     (3,000) (4,698,284) (2,268,696)

Stock issued for
  subscription payable                                 20    240,000                                                  240,000
Stock issued to Directors      50,000         5                             3,157                                       3,162
Stock issued for
  subscription payable     11,091,250     1,109                           661,629                                     662,738
Stock issued for accrued
  liabilities               4,135,000       413                           413,087                                     413,500
Shares issued for services     70,406         7                             7,033                                       7,040
Stock subscription
  receivable                  100,000        10                             9,990  (10,000)     3,000      (3,000)          -
Net loss                                                                                                 (742,070)   (742,070)
                         -----------------------------------------------------------------------------------------------------
Balance - April 30, 2010   51,006,747     5,100        20    240,000    3,513,928        -          -  (5,443,354) (1,684,326)

Stock issued to Directors      93,750        10                             4,365                                       4,375
Shares issued for services     10,000         1                               999                                       1,000
Net loss                                                                                                 (566,022)   (566,022)
                         -----------------------------------------------------------------------------------------------------
Balance - April 30, 2011   51,110,497     5,111        20    240,000    3,519,292      $ -        $ - $ (6,009,376$ (2,244,973)
                         =====================================================================================================

     The accompanying notes are an integral part of the financial statements
                                       F-4

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


         MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                   Consolidated Statements of Cash Flows
                                 (Audited)
<S>                                                                            <C>               <C>


                                                                                       For Years Ended
                                                                                  April 30,
                                                                                    2011              2010
                                                                                    ----              ----
                                                                               ----------------  ---------------
Cash flows from operating activities:
     Net loss                                                                $        (566,022)$       (745,070)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
           Common stock expenses                                                         8,337           10,202
           Depreciation expenses                                                       159,273          165,066
           Write-off of fixed assets                                                   151,792                -
           Original issue note discount                                                      -            4,000
           Impairment Loss on Disposal                                                       -            4,562
     Changes in operating assets and liabilities:
           Decrease (Increase) in accounts receivable                                   56,394          (59,582)
           Decrease (Increase) in other receivable                                         465                -
           Decrease (Increase) in inventory                                             65,012          245,829
           Increase (decrease) in accounts payable                                     121,842          121,772
           Increase (decrease) in accrued liabilities                                  109,919          378,119
           Increase (decrease) in customer deposits                                    (69,505)          65,095
           (Increase) decrease in prepaid expenses                                     (23,212)               -
           Other Assets                                                                      -           (8,249)
           Increase (decrease) in other liabilites                                           -           (4,533)
                                                                               ----------------  ---------------
             Total adjustments                                                         580,317          922,281
                                                                               ----------------  ---------------
           Net cash (used) received in operating activities                             14,295          177,211
                                                                               ----------------  ---------------
Cash flows from investing activities:
     Purchase of property and equipment                                                (33,158)               -
                                                                               ----------------  ---------------
           Net cash used in investing activities                                       (33,158)               -
                                                                               ----------------  ---------------
Cash flows from financing activities:
     Proceeds from notes payable                                                        16,005           81,635
     Payments from note payable                                                        (86,819)         (23,281)
     Payments on lines of credit & credit cards                                           (193)        (167,918)
     Proceeds from stock subscription receivable                                             -            3,000
                                                                               ----------------  ---------------
           Net cash provided (used) by financing activities                            (71,007)        (106,564)
                                                                               ----------------  ---------------

Net increase (decrease) in cash and cash equivalents                                   (89,870)          70,647

Cash and cash equivalents - beginning of period                                        107,223           36,576
                                                                               ----------------  ---------------
Cash and cash equivalents - end of period                                    $          17,353 $        107,223
                                                                               ================  ===============

Supplemental disclosure of cash flow information:
     Interest Paid                                                           $          16,812 $          5,808
                                                                               ================  ===============
     Taxes Paid                                                              $               - $              -
                                                                               ================  ===============
Supplemental schedule of noncash investing and financing activities:
     Stock issued for services                                                         $ 5,375         $413,500


    The accompanying notes are an integral part of these financial statements
                                       F-5



</TABLE>


<PAGE>



              Medina International Holdings, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                             April 30, 2011 and 2010

NOTE 1. GENERAL

Medina International Holdings, Inc. ("Company," "Medina," "we," "us," "our") was
incorporated  in 1998 as  Colorado  Community  Broadcasting,  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  changed  the  name of the  business  in 2005  to  Medina  International
Holdings, Inc.

The Company,  under its two wholly owned subsidiaries,  Harbor Guard Boats, Inc.
and  Medina  Marine,  Inc.,  plans  to  manufacture  and sell  recreational  and
commercial  boats.  The Company  formed Medina  Marine,  Inc., as a wholly owned
subsidiary of the Company,  on May 22, 2006 to manufacture and sell fire rescue,
rescue and recreational boats.

The Company  signed an  agreement to acquire  Modena  Sports  Design,  LLC, as a
wholly owned  subsidiary of the Company on June 18, 2008.  Modena Sports Design,
LLC was formed in the State of California in 2003 to produce fire rescue, rescue
and recreational  boats.  Modena Sports Design,  LLC reorganized as a California
corporation on January 7, 2010 and changed its name to Harbor Guard Boats,  Inc.
The  activity  of  Harbor  Guard  Boats,  Inc.  from  its  inception  up to  the
acquisition  date of June 18,  2008 will not be  reflected  on the  consolidated
financial statements of Medina International Holdings, Inc.

Going Concern

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, 2011,
the Company's  current  liabilities  exceeded its current  assets by $2,702,375.
Also, the Company's  operations  generated $1,542,436 in revenue during the year
ended April 30, 2011 and the Company's accumulated deficit was $6,009,376.

Management  devoted  considerable  effort during the period ended April 30, 2011
towards management of liabilities and improving operations. Management has taken
various  steps to  revise  its  operating  and  financial  requirements,  and it
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.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation and Consolidation

The  accompanying  consolidated  financial  statements  of Medina  International
Holdings,  Inc. and its subsidiaries  were prepared in accordance with generally
accepted  accounting  principles  in the United  States of America  ("GAAP") and
include the assets, liabilities,  revenues, and expenses of our two wholly owned
subsidiaries,  Medina Marine, Inc. and Harbor Guard Boats, Inc. All intercompany
balances and transactions have been eliminated in consolidation.

                                      F-6
<PAGE>





Use of Estimates

The preparation of our consolidated financial statements in conformity with GAAP
requires the use of estimates and assumptions  that affect the reported  amounts
of assets and liabilities,  the disclosure of contingent  assets and liabilities
at the date of the consolidated  financial statements,  and the reported amounts
of revenues and expenses during the reporting periods. Significant estimates and
assumptions are used for, but are not limited to;

1)  Revenue recognition;
2)  Allowance for doubtful accounts;
3)  Inventory costs;
4)  Asset impairments;
5)  Depreciable lives of assets;
6)  Income tax reserves and valuation allowances;
7)  Fair value of stock  options;
8)  Allocation  of direct and indirect cost of sales;
9)  Contingent liabilities; and
10) Warranty liabilities.

Future events and their effects cannot be predicted with certainty; accordingly,
our accounting estimates require exercise of judgment.  We base our estimates on
historical  experience,  available  market  information,  appropriate  valuation
methodologies,   and  on  various  other  assumptions  that  we  believe  to  be
reasonable.  We evaluate and update our  assumptions and estimates on an ongoing
basis  and  may  employ  outside  experts  to  assist  in our  evaluation,  when
necessary. Actual results could differ materially from these estimates.

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
collectability  is  reasonably  assured.  Payments  received  before  all of the
relevant  criteria  for  revenue  recognition  are  satisfied,  are  recorded as
unearned revenue.

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.

Accounts receivable

The  Company  reviews  its  accounts  receivables   accounts   periodically  for
collectability  and  establishes an allowance for doubtful  accounts and records
bad debt expense when deemed necessary.  At April 30, 2011 and 2010, the Company
had no balance in its allowance for doubtful accounts.

Advertising costs

Advertising  costs are expensed as incurred.  The Company  recorded  advertising
costs in 2011 and 2010 of $5,961 and $3,339, respectively.

Inventory

We carry our  inventories  at the lower of their cost or market  value.  Cost is
determined using first-in, first-out ("FIFO") method. Market is determined based
on net realizable  value.  We also provide due  consideration  to  obsolescence,
excess quantities, and other factors in evaluating net realizable value.

                                      F-7
<PAGE>





Fixed Assets

Capital assets are stated at cost. Equipment consisting of molds is estimated at
the date of  acquisition  of Modena Sports Design,  LLC.  Depreciation  of fixed
assets is provided  using the  straight-line  method over the  estimated  useful
lives (3-7 years) of the assets.  Expenditures  for  maintenance and repairs are
charged to expense as incurred.

----------------------------------- -------------
Property and Equipment              No. of Years
----------------------------------- -------------
Molds                                    7
Manufacturing Tools                      5
Computers                                3
Furniture                                3
Manufacturing tool HGB -Used             3
Office Equipments                        3
Office Phone                             3
----------------------------------- -------------


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"),  now  codified  in  ASC  350,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 ASC
350. ASC 350 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.

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.

At April 30, 2011 and 2010 the Company had net operating  loss carry forwards of
approximately  $6,009,376  and  $5,443,354  which  begin to expire in 2029.  The
deferred tax asset of  approximately  $1,201,362 and $1,088,308 in 2011 and 2010
respectively,  created by the net  operating  losses  have been offset by a 100%
valuation allowance.  The change in the valuation allowance in 2011 and 2010 was
$113,054 and $148,926

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-8
<PAGE>




Issuance of Shares for Service

The Company accounts for employee and  non-employee  stock awards under ASC 718,
whereby equity  instruments  issued to employees for services are recorded based
on the fair value of the instrument issued and those issued to non-employees are
recorded based on the fair value of the consideration received or the fair value
of the equity instrument, whichever is more reliably measurable.

Fair Value of Financial Instruments

FASB ASC 825  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 Translations 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.  Management does
not currently hedge foreign currency exposure.

Basic and Diluted Net Loss per Share

Net loss per share is calculated in accordance with FASB ASC 105. 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.

Products and Services, Geographic Areas and Major Customers

The Company earns revenue from the sale of  recreational  and commercial  boats.
The Company sells its products within United States and abroad. The Company does
not  separate  sales  activities  into  different   operating   segments  and/or
geographic areas.

Recently issued accounting pronouncements

 In  June  2010,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Accounting  Standards  Codification  ("ASC") 105, "Generally Accepted Accounting
Principals"  (formerly Statement of Financial  Accounting Standards ("SFAS") No.
168, "The FASB Accounting Standards  Codification and the Hierarchy of Generally
Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single
source of authoritative nongovernmental U.S. GAAP. The standard is effective for
interim and annual  periods  ending after  September  15,  2010.  We adopted the
provisions of the standard on September 30, 2010,  which did not have a material
impact  on  our  financial  statements.  There  were  various  other  accounting
standards and interpretations issued in 2010, none of which are expected to have
a material impact on the Company's financial position, operations or cash flows.

NOTE 3. Related Party Transactions

On December 28, 2010,  Albert Mardikian and MGS Grand Sport,  Inc., a California
corporation  filed a  Complaint  for breach of  contract;  money  lent;  account
stated;  accounting;  declaratory relief; fraud and deceit;  breach of fiduciary
duty; conversion;  and involuntary dissolution in Superior Court of the State of
California, County of Orange against Medina International Holdings, Inc.; Modena
Sports Design,  LLC;  Harbor Guard Boats,  Inc.;  Madhava Rao Mankal;  and Danny
Medina.

Plaintiffs are seeking monetary damages exceeding $1 million as well as punitive
damages in unspecified amounts and a dissolution of the Company.

                                      F-9

<PAGE>





Mr. Mardikian is a Director and significant shareholder of the Company.

The suit is in its  preliminary  stages and no prediction  can be made as to its
eventual  outcome.  At this stage, the Company believes that plaintiffs'  claims
are without merit and will vigorously defend the lawsuit in the normal course of
business.


As of April 30,  2011 and 2010 the  Company  owed  $833,480  and  $870,941  to a
related party shareholder incurred as part of the purchase transaction of Modena
Sports  Design,  LLC. In addition,  at the end of April 30, 2011 $270,964 out of
$759,866 in accounts payable was owed to related parties and at the end of April
30,  2010,  $186,070  out of $640,055  in  accounts  payable was owed to related
parties.

During the year period ended April 30, 2011, the Company issued 93,750 shares of
its common  stock to its  independent  directors,  at various  fair values for a
total amount of $4,375.

During the year ended April 30, 2010, the Company issued 1,455,000 shares of its
common stock to Mr.  Daniel  Medina,  President of the Company,  in exchange for
$145,500  of salary  payable to Mr.  Medina.  The  agreement  contains a buyback
provision of  $0.10/share  or $145,500,  redeemable at any time when the Company
has surplus cash.

During the year ended April 30, 2010, the Company issued 1,380,000 shares of its
common stock to Mr. Madhava Rao Mankal,  Chief Financial Officer of the Company,
in exchange for  $138,000 of salary  payable to Mr.  Madhava Rao. The  agreement
contains a buyback provision of $0.10/share or $138,000,  redeemable at any time
when the Company has surplus cash.

During the year ended April 30, 2010, the Company issued 1,300,000 shares of its
common stock to Mr. Albert  Mardikian,  Chief Executive  Officer of Harbor Guard
Boats,  wholly  owned  subsidiary  of the  Company,  in exchange for $130,000 of
salary  payable  to Mr.  Albert  Mardikian.  The  agreement  contains  a buyback
provision of  $0.10/share  or $130,000,  redeemable at any time when the Company
has surplus cash.

During the year ended April 30, 2010,  the Company  issued  10,000 shares of its
common  stock in exchange for royalty  payments,  at the rate of $0.03/ share or
$300, to Mr. Albert  Mardikian,  Chief Executive  Officer of Harbor Guard Boats,
wholly owned subsidiary of the Company.

NOTE 4. Receivables

As of April 30, 2011 and 2010, receivables consisted of the following:

--------------------------- --------------------------------
       Receivables           For the years ended April 30,
--------------------------- --------------------------------
                                2011              2010
                                ----              ----

Commercial Boats                  $ 5,890       $  62,283
Other
                                      -                 -
                            --------------    --------------
        Total Receivables         $ 5,890       $  62,283
------- ------------------- -------------- -- --------------

                                      F-10

<PAGE>




NOTE 5. Inventory

As of April 30, 2011 and 2010, inventory consisted of the following:

---------------------- ---------------------------------
      Inventory         For the years ended April 30,
---------------------- ---------------------------------
                           2011               2010
                           ----               ----

Materials                    $ 5,465           $ 31,699
Work in progress              94,175            106,477
Finished goods                     -             26,476
                       --------------    ---------------
     Total inventory         $99,640           $164,652
---- ----------------- -------------- -- ---------------

During the year ended April 30,  2011,  the Company  wrote off  inventory in the
amount of $70,778.

NOTE 6. Fixed Assets

At April 30, 2011 and 2010, fixed assets consisted of the following:

------------------------------------- --------------------------------
            Fixed Assets               For the years ended April 30,
------------------------------------- --------------------------------
                                          2011               2010
                                          ----               ----

Machinery and equipment;
      including molds & tools             $ 828,441       $ 1,045,740
Computers                                    13,535            13,535
Furniture                                     2,537             2,080
Office equipments                             3,200             3,200
Fire Extinguisher                               500               500
      Total property and equipment          848,213         1,065,055
                                            -------         ---------
Less accumulated depreciation              (422,272)         (361,207)
                                      --------------     -------------
      Fixed Assets, net                    $425,941         $ 703,848
----- ------------------------------- -------------- --- -------------

During the year ended  April 30,  2011,  the  Company  decided to write down the
value of the Firehawk 37' mold, in the amount of $151,792. This mold was part of
the acquisition of Harbor Guard Boats, Inc.

NOTE 7. Prepaid Expenses

As of April 30, 2011 and April 30, 2010,  prepaid  expenses  included  operating
expenses and vendor deposit in the amount of $31,461 and $8,249, respectively.

NOTE 8. Accrued Liabilities

Our  accrued  liabilities  for the years  ended  April 30, 2011 and 2010 were as
follows:

------------------------------- -------------------------------
     Accrued Liabilities        For the years ended April 30,
------------------------------- -------------------------------
                                    2011             2010
                                    ----             ----

Interest - shareholders' loan        $     -           $ 4,047
Interest - related party              10,000             8,500
Interest - note payable                    -             5,272
Accrued expenses                         683             1,295
Accrued payroll                      256,490           138,488
Warranty liabilities                  28,821            28,473
                                -------------    --------------
       Total accrued               $ 295,994         $ 186,075
       liabilities
------ ------------------------ ------------- -- --------------

                                      F-11

<PAGE>




NOTE 9. Short-Term Debt

------------------------------- -------------------------------
       Short-term debt          For the years ended April 30,
------------------------------- -------------------------------
                                    2011             2010
                                    ----             ----

Loan - Financial Institution        $ 94,932          $ 94,932
Credit card                          119,632           119,825
                                -------------    --------------
       Total short-term debt        $214,564          $214,757
------ ------------------------ ------------- -- --------------

The Company has a loan from a financial institution, under which the Company may
borrow up to $100,000 on an  unsecured  basis at an interest  rate of 8.75% with
monthly payments due. As of April 30, 2011 and 2010, the outstanding balance for
this loan was $94,932.

The Company's  remaining  credit cards carry various  interest rates and require
monthly  payments,  and are  substantially  held in the name of or guaranteed by
related parties.

NOTE 10. Risk Management Activities

Foreign Currency

The  majority of the  Company's  business  is  denominated  in U.S.  dollars and
fluctuations in the foreign  currency  markets will have a minimal effect on the
Company's business activities.

Commodity Prices

The Company is exposed to market risk from changes in commodity prices. The cost
of the Company's  products  could  increase if the prices of  fiberglass  and/or
aluminum  increase  significantly,  further  decreasing the Company's ability to
attain  profitable  operations.  The  Company is not  involved  in any  purchase
commitments with any of our vendors.

Insurance

The Company is exposed to several risks, including fire, earthquakes, theft, and
key person  liabilities.  The  Company  does not carry any  insurance  for these
risks, other than general liability  insurance,  which will adversely affect the
Company's operations if any of these risks materialize.

NOTE 11. Customer Deposit

Deposits from customers consisted of the following for the years ended April 30,
2011 and April 30, 2010:

------------------------------- -------------------------------
       Customer Deposit         For the years ended April 30,
------------------------------- -------------------------------
                                    2011             2010
                                    ----             ----

Deposit for commercial boats       $ 217,995         $ 287,500
Deposit for recreational boats        20,500            20,500
                                -------------    --------------
       Total customer deposit      $ 238,495         $ 308,000
------ ------------------------ ------------- -- --------------

NOTE 12. Notes Payable

------------------------------- -------------------------------
        Notes Payable           For the years ended April 30,
------------------------------- -------------------------------
                                    2011             2010
                                    ----             ----

Note payable - related party        $ 62,077          $ 65,000
Note payable - others                      -            39,000
                                -------------    --------------
       Total notes payable          $ 62,077         $ 104,000
------ ------------------------ ------------- -- --------------

                                      F-12

<PAGE>




At April 30, 2011, the Company had an unsecured  note payable to Mr.  Srikrishna
Mankal, son of Madhava Rao Mankal, CFO of the Company, in the amount of $50,000,
which  bears an 8%  interest  per annum.  Interest  accrued to date on this note
payable is $10,000.

At April 30, 2011, the Company had an unsecured note payable to a relative of an
officer of the Company,  in the amount of $12,077.  The Company repaid $2,923 of
the principal amount during the year ended April 30, 2011.

At April 30, 2010,  the Company had an unsecured  note payable with an unrelated
party in the amount of $10,000,  which bears at 8%  interest,  and is  currently
due.

At April 30, 2010,  the Company had an unsecured  note payable with an unrelated
party in the amount of $4,000, which bears no interest and is currently due.

At April 30, 2010,  the Company had an unsecured  note payable with an unrelated
party in the amount of $25,000, which bears an interest payable in the amount of
$2,500 and is currently due. Interest accrued to date is $2,500.

At April 30, 2010, the Company had an unsecured  note payable to Mr.  Srikrishna
Mankal,  son of  Madhava  Rao  Mankal,  CFO of the  Company,  in the  amount  of
$50,000,which  bears  an 8%  interest  repayable.  Interest  accrued  to date is
$7,000.

At April 30, 2010, the Company had an unsecured note payable to a relative of an
officer  of the  Company,  in the amount of  $15,000,  which  bears an  interest
repayable in the amount of $1,500. Interest accrued to date $1,500.


NOTE 13. Shareholder Loans

At April 30, 2011, Shareholder loans consisted of the following:

------------------------------------ --------------------------------
        Shareholders' Loans           For the years ended April 30,
------------------------------------ --------------------------------
                                         2011              2010
                                         ----              ----

Daniel Medina, President                 $163,924          $ 156,743
Madhava Rao Mankal, CFO                   253,896            250,474
                                     -------------    ---------------
       Total shareholders' loan          $417,820          $ 407,217
------ ----------------------------- ------------- -- ---------------

Shareholder loans are unsecured, bear interest at 8 - 10% per annum, and are due
on demand.  From time to time,  shareholders are involved in funding operations.
These funds are provided and collected on an as needed basis.

NOTE 14. Acquisition

Medina International  Holdings,  Inc. ("Company") acquired Modena Sport Designs,
LLC (currently Harbor Guard Boats, Inc.) a California  corporation,  on June 18,
2008, as its wholly owned subsidiary.  The results of operations of Modena Sport
Designs, LLC included in the consolidated financial statements of the Company in
the form 10-K for the year ended April 30, 2009, are from June 18, 2008 to April
30, 2009.

                                      F-13
<PAGE>




The  Company  accounted  for the  acquisition  of 100%  equity in  Modena  Sport
Designs,  LLC using the purchase  method.  The purchase  price to acquire Modena
Sport Designs, LLC (fixed assets,  molds, and license agreements) was 11,000,000
shares of the Company's  common stock and $1,000,000 in cash payments,  of which
$800,000 is contingent on boat sales and $200,000 is currently due.

The 11,000,000  shares of Company's common stock was valued at $0.06,  which was
the   fair   value   of   the    Company's    common   stock   traded   on   the
Over-the-counter-bulletin-board  (OTCBB) market as of the date of the agreement.
Share  certificates  for  11,000,000  shares  were  issued  on June 1,  2009 and
accounted  in Medina  international  Holdings,  Inc.'s  books for the year ended
April 30, 2009.

The  complete  disclosure  of the  acquisition  of  Modena  Sports  Design,  LLC
(currently Harbor Guard Boats,  Inc.),  along with the acquired  goodwill,  were
reported in our annual report on Form 10-K for the period ended April 30, 2010.

NOTE 15. Stockholders' Equity

Common Stock

The Company has been  authorized  to issue,  100,000,000  shares of common stock
with a par value of $0.0001. The Company had 51,110,497 and 51,006,747 shares of
its  common  stock  issued  and   outstanding   on  April  30,  2011  and  2010,
respectively.

Preferred Stock

The Company has been  authorized to issue  10,000,000  shares of preferred stock
with a par  value  of $.01,  out of which 50  shares  have  been  designated  as
convertible  Series A preferred  stock  ("Series  A"). The Series A has a stated
value $12,000 per share,  each one share of Series A is  convertible  into 1% of
the  outstanding  common shares at the time of  conversion,  may be converted at
anytime,  is redeemable by the Company in whole or in part at anytime at a price
equal to the  greater of (a)  $12,000  per share or (b) the market  value of the
common  stock  into  which  the  Series  A  is  convertible,   has  preferential
liquidation  rights to common stock subject to a 150% of invested  capital,  and
has  voting  rights  equal to common  stock in an amount  equal to the number of
shares that Series A could be converted into.

At April 30,  2011,  the  Company  had 20 shares of Series `A'  Preferred  Stock
issued and  outstanding.  Mr.  Mankal and Mr.  Medina,  CFO and President of the
Company, respectively hold 10 shares each of Series `A' preferred stock.

Stock Subscriptions Payable

At April 30, 2011,  the Company has an obligation to issue 29,620 common shares,
in consideration of $2,962 in interest on note.

NOTE 16. Commitments

Operating Leases

The Company signed a 3 year lease for 11,900 square feet building in the city of
Corona,  in the state of  California,  effective  April 1, 2010. The address for
this  location is 1802 Pomona Rd,  Corona,  CA 92880.  This building is owned by
unrelated  parties.  The lease expires on March 31, 2013,  and calls for monthly
payments,  initially of $2,600 per month plus costs, escalating over the term of
the lease to $6,000 per month plus costs.

                                      F-14
<PAGE>




Our consolidated contractual obligations as of April 30, 2011, are as follows:

--------------------------------------- --------------------
      Operating Lease Obligation              Amount
--------------------------------------- --------------------

April 30, 2012                                   $   68,544
April 30, 2013                                       72,828
                                        --------------------
        Total operating lease                     $ 141,372
        obligation
------- ------------------------------- --------------------


Prior to February 3, 2011, the Company rented a 5,000 square-foot  manufacturing
facility at 2051 Placentia Ave.,  Costa Mesa, CA 92627, for $6,500 per month, on
a verbal  month-to-month  basis. This facility was owned by a related party, the
CEO of Harbor Guard Boats, Inc. We have accrued $75,500 in rental expenses as of
April 30, 2011, with $40,555 incurred in fiscal year 2011. The Company moved its
operations to Corona in February of 2011.

The Company has various  license  agreements  with a related party  allowing its
technology to be utilized in the  manufacture  of its boats,  along with royalty
payments based on a percentage (generally 1.5% - 2%) of related gross sales.

NOTE 17. Litigation

On December 28, 2010,  Albert Mardikian and MGS Grand Sport,  Inc., a California
corporation  filed a  Complaint  for breach of  contract;  money  lent;  account
stated;  accounting;  declaratory relief; fraud and deceit;  breach of fiduciary
duty; conversion;  and involuntary dissolution in Superior Court of the State of
California, County of Orange against Medina International Holdings, Inc.; Modena
Sports Design,  LLC;  Harbor Guard Boats,  Inc.;  Madhava Rao Mankal;  and Danny
Medina.

Plaintiffs are seeking monetary damages exceeding $1 million as well as punitive
damages in unspecified amounts and a dissolution of the Company.

Mr. Mardikian is a Director and significant shareholder of the Company.

The suit is in its  preliminary  stages and no prediction  can be made as to its
eventual  outcome.  At this stage, the Company believes that plaintiffs'  claims
are without merit and will vigorously defend the lawsuit in the normal course of
business.

                                      F-15

<PAGE>


ITEM 9 CHANGES IN  ACCOUNTANTS  AND  DISAGREEMENTS  ON ACCOUNTING  AND FINANCIAL
DISCLOSURE

None.

ITEM 9A CONTROLS AND PROCEDURES

EVALUATION OF INTERNAL AND DISCLOSURE CONTROLS

Management's Annual Report on Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules  13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of
1934,  as  amended  (the  "Exchange  Act"))  that are  designed  to ensure  that
information  required to be disclosed in our reports  under the Exchange Act, is
recorded,  processed,  summarized and reported within the time periods  required
under  the  SEC's  rules and forms  and that the  information  is  gathered  and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) to allow for timely decisions regarding required disclosure.

As required by SEC Rule  15d-15(b),  Mr.  Daniel  Medina,  our President and Mr.
Madhava Rao Mankal our Chief Financial Officer,  carried out an evaluation under
the  supervision  and  with  the   participation  of  our  management,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to Exchange Act Rule 15d-14 as of April 30, 2011.

The Company,  under the supervision and with the  participation of the Company's
management,   including  the  Company's  Principal  Executive  Officerand  Chief
Financial  Officer,  performed an evaluation of the  effectiveness of the design
and operation of the Company's  disclosure  controls and  procedures as of April
30, 2011. Based on that evaluation,  the Principal  Executive  Officer and Chief
Financial Officer  concluded that,  because of the material weakness in internal
control over  financial  reporting  described  below,  the Company's  disclosure
controls and procedures were not effective as of April 30, 2011.

                                       25

ITEM 9(A)T. INTERNAL CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal
control over financial  reporting for the company in accordance  with as defined
in Rules  13a-15(f)  and  15d-15(f)  under  the  Exchange  Act.  Our  management
conducted  an  evaluation  of the  effectiveness  of our  internal  control over
financial  reporting  based on the  framework  in Internal  Control - Integrated
Framework  issued by the Committee of Sponsoring  Organizations  of the Treadway
Commission. Our internal control over financial reporting is designed to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally accepted  accounting  principles.  Our internal control over financial
reporting includes those policies and procedures that:

(i)  pertain  to  the  maintenance  of  records  that,  in  reasonable   detail,
     accurately  and fairly reflect the  transactions  and  dispositions  of our
     assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to
     permit  preparation  of financial  statements in accordance  with generally
     accepted accounting principles,  and that our receipts and expenditures are
     being made only in accordance  with  authorizations  of our  management and
     directors; and

(iii)provide reasonable  assurance  regarding  prevention or timely detection of
     unauthorized acquisition,  use or disposition of our assets that could have
     a material effect on our financial statements.


Internal control over financial  reporting cannot provide absolute  assurance of
achieving  financial reporting  objectives because of its inherent  limitations,
including  the  possibility  of human error and  circumvention  by  collusion or
overriding of controls.  Accordingly,  even an effective internal control system
may not  prevent  or detect  material  misstatements  on a timely  basis.  Also,
projections of any evaluation of  effectiveness to future periods are subject to
the risk that controls may become inadequate because of changes in conditions or
that the degree of compliance with the policies or procedures may deteriorate.

Management's  assessment of the  effectiveness  of the small  business  issuer's
internal  control  over  financial  reporting  is as of the year ended April 30,
2011. We believe that internal control over financial reporting is not effective
because of the small size of the business.  We have not identified any,  current
material weaknesses  considering the nature and extent of our current operations
and any risks or errors in financial reporting under current operations.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the  policies or  procedures  may  deteriorate.  Attestation  Report of the
Registered Public Accounting Firm.

This  annual  report does not include an  attestation  report of our  registered
public  accounting  firm regarding  internal  control over financial  reporting.
Management's  report was not subject to  attestation  by our  registered  public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

Changes in Internal Control over Financial Reporting.

We have made no changes in our internal  control over  financial  reporting that
has  materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.

                                       26
<PAGE>




ITEM 9B. OTHER INFORMATION

None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE  OFFICERS OF THE REGISTRANT AND COMPLIANCE WITH
SECTION 16(A)

All  directors of the Company  hold office until the next annual  meeting of the
security holders or until their successors have been elected and qualified.  The
officers of the Company are  appointed by the board of directors and hold office
until their death, resignation or removal from office.

The Company's directors and executive  officers,  their ages, and positions held
are as follows:

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

Daniel Medina                       57  President & Director
Madhava Rao Mankal                  60  Chief Financial Officer & Director
John Erich Lewis                    45  Director
Mike Gallo                          53  Director
Albert Mardikian                    65  Director of MIHI, and CEO, Harbor Guard
                                        Boats, Inc.

In January 2011, Michael Swanson,  a director of the Company,  resigned from the
Board of Directors.

Our success mainly depends on the  performance of Mr. Medina and Mr. Mankal.  We
do not have "key person" life insurance  policies on any of our  employees.  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.  We may be unable to continue to employ our key personnel or
to attract and retain qualified personnel in the future.

Biographies of Officers and Directors

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.

                                       27
<PAGE>




MADHAVA RAO MANKAL, Chief Financial Officer and Director

Mr. Mankal has more than 30 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.  Mr.  Mankal
currently serves as one of the independent directors of Cavico Corp and a member
of their audit committee.  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 United States.  He is a fellow of the Institute of Chartered  Accountants of
India,  fellow of the  Institute  of Cost and Works  Accountants  of India and a
member of the Institute of Management Accountants in the United States. He holds
a Bachelors Degree in Commerce from Bangalore University.

MIKE GALLO, Director

Mr. Gallo began his  professional  career as an Officer in the United States Air
Force,  managing  Military  Airlift  Command  facility  design and operations at
Norton Air Force Base in San Bernardino,  California.  In 1989, Mr. Gallo served
as the Director of Program Control for the TRW Launch Services Organization.  In
1993 Mr. Gallo  co-founded  Kelly Space & Technology,  Inc.  (KST), a commercial
Reusable  Launch  Vehicle  (RLV),   aerospace,   energy  and  homeland  security
technology  development company where he serves as President and Chief Executive
Officer. Mr. Gallo also serves as a Director for Global Energy Systems, LLC, KST
subsidiary,  formed to implement its energy-related lines of business. Mr. Gallo
provides  leadership to the commercial,  civil and military space community as a
founding member,  the past Chairman and current Chief Financial Officer (CFO) of
the California Space Authority  (CSA), an organization  that serves as the space
policy advisor to the State of California and  represents  California's  diverse
space  enterprise  community.  Mr.  Gallo also serves as the  Arrowhead  Section
Chairman of the American  Institute of Aeronautics and Astronautics  (AIAA). Mr.
Gallo is the past  Chairman and current Vice  Chairman of the  Community  Action
Partnership of San Bernardino County (CAPSBC) providing key services and support
to our low income  community.  He is also the Past Chairman of the Board for the
San  Bernardino  Area  Chamber of  Commerce,  founding  member and School  Board
Chairman of the Norton Space and Aeronautics Academy (NSAA), a newly formed K-12
San Bernardino  County  Charter  School and is an Executive  Board Member of the
California  Workforce  Association  (CWA). As the past Chairman and current Vice
Chairman of the San Bernardino  County  Workforce  Investment  Board (WIB),  Mr.
Gallo is focused on the  implementation  of key  strategic  workforce,  economic
development  and  education  objectives  to enable  our  region to  compete  for
targeted   high-growth   industry  clusters  with  an  exceptionally   qualified
workforce.

JOHN ERICH LEWIS, Director

John Erich Lewis has 26 years of experience  in  management of various  aviation
operations and government  related programs.  As the Program Manager and Quality
Assurance  Manager of the Kelly  Space &  Technology,  Inc.  Jet and Rocket Test
Facility,  Dr.  Lewis  is  responsible  for  the  implementation  of  government
contracts  and  technical  demonstrations  of Kelly's  technologies.  Along with
Kelly, Dr. Lewis co founded the nonprofit Technical Employment Training Inc. and
serves as the  Executive  Director  providing  training and job placement in the
machine  trades for the displaced  workforce.  Prior to Kelly,  Dr. Lewis was at
Gulfstream   Aerospace  where  he  managed  special   projects   regarding  Lean
Manufacturing  on the production line,  specializing in the aircraft  electrical
system assembly methods. This included sequence of production planning, manpower
requirements and design of electrical installations in the corporate jets. Prior
to Gulfstream Dr. Lewis worked with Lockheed-Martin  providing direct support of
U.S.  Army  units  as  a  consultant  to  civilian  and  U.S.  Army   personnel.
Additionally,  he held flight status as a civilian and performed test flights on
refurbished  military aircraft.  Dr. Lewis earned a Ph.D. in Aviation Management
from  Corllins  University,  a  Masters  of  Aeronautical  Science  in  Aviation
Management,  a Masters in  Aviation  System  Safety and a Bachelor of Science in
Professional  Aeronautics from  Embry-Riddle  Aeronautical  University.  He also
holds a minor  in  Aviation  Safety  and is a  licensed  aircraft  Airframe  and
Powerplant  mechanic.  Dr.  Lewis  served in the U.S.  Army as a volunteer  with
Special  Operations,  he  served  with the  160th  Special  Operations  Aviation
Regiment  (Airborne) as a Blackhawk  helicopter  crewchief assigned to temporary
duty stations  throughout the world performing  classified  missions with elite,
multi-national  armed  forces and  completing  training  at the Army's  Airborne
Infantry School, Air Assault School, Tactical Transport Helicopter Repair School
and the JFK Special Warfare Center and School.  Dr. Lewis is a decorated  combat
veteran  during  his  participation  in  Operation  Just  Cause in  Panama,  and
Operation Desert Shield and Desert Storm in the Middle East. Dr. Lewis is a life
member in the VFW.

                                       28
<PAGE>




ALBERT MARDIKIAN, Director Chief Executive Officer - Harbor Guard Boats

Mr. Albert Mardikian is currently CEO of Harbor Guard Boats,  Inc. He is also in
charge of research and new product  development.  He holds 24 various design and
utility  patents on  watercraft,  cars and boats.  He has been  responsible  for
designs meeting stringent DOT, Coast Guard and EPA safety standards. He has been
primarily responsible for many popular designs, including:  Convertible tops for
the Mercedes Benz 500 line;  design and coach building of  convertible  tops for
BMW 3, 6,  and M  series;  design  and  fabrication  of a  Ferrari  12  cylinder
limousine;  design and coach  building  of Porsche  convertible  tops,  and many
others.  He also holds  several  patents on hull  designs for  recreational  and
search and rescue  watercraft.  His Rescue Fire Jet watercraft was the only boat
dispatched in Hurricane Floyd in New Jersey. The mission included  extinguishing
fires in over 85 buildings and rescuing people stranded by the flooding.

Mr.  Mardikian  is  a  member  of  SAE  Engineering   Group,  a  member  of  the
International  Boating  and  Safety  Group and a member of the  National  Marine
Manufacturers Association. He is Graduate from North Rope University on Aircraft
Maintenance and Design Engineering.

Employment Agreements

The  Company  has  entered  into  employment  agreements  for a five year  term,
commencing  on July 1st,  2008,  with each of the key  executive  officers.  The
current annual compensation for the Company's executive officers is as follows:

         Mr. Daniel Medina, President and Director, MIHI  -       $168,000

         Mr. Madhava Rao Mankal, CFO and Director, MIHI -    $168,000

         Mr. Albert Mardikian, CEO, Harbor Guard Boats, Inc. - $120,000

However,  due to the  lack of  revenues  and  availability  of  cash,  executive
officers have received some of their compensation in the form of Common Stock of
the  Company  and/or have  accrued  their  compensation  to be paid when cash is
available.

BOARD OF DIRECTORS

Our  Board  of  Directors  consists  of five  (5)  individuals,  two of whom are
officers of the Company.  Directors  are elected to the Board of Directors for a
one (1) year term or until the next  shareholders  meeting.  There are no family
relationships among any of our directors, officers or key employees.

The  Company's  Board of  Directors  is currently  working on  establishing  the
following committees for the following purposes:

1) Audit Committee - Oversees the work of the Company's  accounting and internal
audit  processes.  The committee is directly  responsible  for the  appointment,
compensation, retention, and oversight of the Company's independent auditors.

2)  Compensation  Committee - The  Compensation  Committee  stays informed as to
market levels of compensation and, based on evaluations, recommends compensation
levels and systems to the Board.  The Compensation  Committee  recommends to the
Board the  compensation  of the  Chief  Executive  Officer  and  determines  the
compensation of the other executive officers.

3) Nominating and Corporate Governance Committee - The Governance and Nominating
Committee  is  responsible  for  recommending  to the  Board  individuals  to be
nominated as directors.  The  committee  evaluates  new  candidates  and current
directors.

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, our officers and directors will be required to use their discretion
to resolve them in a manner which they consider appropriate.

                                       29
<PAGE>





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 our 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. Our board of directors is currently
seeking  qualified  financial  expert and/or members to establish an independent
Audit Committee.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth certain information concerning  compensation paid
by the Company to the President, Chief Financial Officer, and the Company's most
highly compensated executive officers for the fiscal years ended April 30, 2011,
2010, and 2009 the "Named Executive Officers"):

<TABLE>
<CAPTION>
<S>                                                                        <C>             <C>             <C>             <C>

------------------------------------------------------------------------------------------------------------------------------------
                      SUMMARY EXECUTIVES COMPENSATION TABLE
------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
    Name & Position       Year    Salary     Bonus    Stock     Option      None Equity     Nonqualified     All other         Total
                                                       awards    awards      incentive        deferred      compensation
                                                                                plan        compensation
                                                                            compensation      earnings
------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
                                    ($)       ($)       ($)        ($)          ($)             ($)             ($)             ($)
------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------

------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
Daniel Medina,             2011   $168,000   $  -      $-           $   -        $-          $-             $-              $168,000
------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
Director &                 2010   $148,000   $  -      $-           $   -        $-          $-             $-              $148,000
------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
President                  2009   $100,000   $  -      $-           $   -        $-          $-             $-              $100,000

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

------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
Madhava Rao Mankal,        2011   $157,500   $-        $-            $-          $-          $-              $-             $157,500
------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
Director &                 2010   $148,000                                                                                  $148,500
------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
CFO                        2009   $100,000                                                                                  $100,000
------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
Albert Mardikian,          2011   $-         $ -       $-            $-          $-           $-              $-            $-
------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
Director & CEO, Harbor     2010   $ 60,000   $ -       $-            $-          $-           $-              $-            $ 60,000
Guard Boats, Inc.
------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
                           2009   $100,000   $ -       $-            $-          $-           $-              $-            $100,000
------------------------ ------- ---------- --------- --------- ---------- --------------- --------------- --------------- ---------
</TABLE>



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 under the plan 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.

                                       30
<PAGE>



<TABLE>
<CAPTION>
<S>                                                                             <C>


No options were issued or exercised during the fiscal years ended April 30, 2011
and 2010.

------------------------------------------------------------------------------------------------------------------------------------
                          Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR values
------------------------------------------------------------------------------------------------------------------------------------
                                                                          Number of Securities           Value of Unexercised
                                                                          Underlying Unexercised         In-the-Money Options/SAR
                                                                          Options/SARS at FY-End         at FY-End ($)
------------------------------------------------- ------------ ---------- ------------------------------ ---------------------------
Name                                              Shares       Value      Exercisable/Unexercisable      Exercisable/Unexercisable
------------------------------------------------- ------------ ---------- ------------------------------ ---------------------------


Daniel Medina, Director & President               $-            $-          $-                             $ -
------------------------------------------------- ------------ ---------- ------------------------------ ---------------------------
Madhava Rao Mankal, Director & CFO                $-            $-          $-                             $ -
------------------------------------------------- ------------ ---------- ------------------------------ ---------------------------
Albert Mardikian, Director & CEO, Harbor Guard    $-            $-          $-                             $-
Boats, Inc.
------------------------------------------------- ------------ ---------- ------------------------------ ---------------------------
</TABLE>


Long Term Incentive Plans - Awards in Last Fiscal Year

None.

<TABLE>
<CAPTION>
<S>                                                                              <C>                 <C>         <C>

                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers  reported in the "Summary  Executives  Compensation  Table"
during the year ended April 30, 2011:

-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------
                                                                        Non
                           Fees                                     qualified,
                           earned                      Options      non-equity
                           or paid       Stock       awards plan     incentive
                           in cash     awards ($)    compensation    earnings         Deferred       All other
          Name                ($)         (1)            ($)            ($)       compensation($)       ($)           Total

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

Daniel Medina, Director    $-          $-             $-               $-            $-                   $-           $-
& President
-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------

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

Madhava Rao Mankal,        $-          $-             $-               $-            $-                   $-           $-
Director & CFO
-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------

-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------
Albert Mardikian,
Director & CEO, Harbor     $-          $-             $-               $-            $-                   $-           $-
Guard Boats, Inc.
-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------

-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------
Mike Swanson, Director     $-          $ 1,062        $-               $-            $-                   $-       $ 1,062
-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------

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

Mike Gallo, Director       $-         $2,063         $-               $-            $-                   $-        $ 2,063
-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------

-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------
John Erich Lewis,          $-         $1,250         $-               $-            $-                   $-        $1,250
-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------

-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------
Total                      $-         $4,375         $-               $-            $-                   $-        $4,375
-------------------------- ---------- ------------- --------------- ------------ ------------------- ----------- ----------------
</TABLE>

                                       31


<PAGE>




(1)      The Company  issued 43,750  shares to Mr. Mike Gallo,  18,750 shares to
         Mike  Swanson,  and  31,250 to John  Erich  Lewis  toward  services  as
         Directors of the Company for the year ended April 30,  2011,  valued at
         $4,375.  These shares were valued based on the closing  market price at
         the time of issuance.
(2)      Mr. Swanson, resigned as a director of the Company in January 2011.

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

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 April 30, 2011, by (a)
each person known by us to own beneficially 5% or more of our outstanding shares
of common stock, (b) our directors, Principal Executive Officer, Chief Financial
Officer  and  other  executive  officers  named  in  "MANAGEMENT--Director   and
Executive  Compensation,"  and (c) all our directors and executive officers as a
group.

The  percentages  are based on  51,110,497  shares of common  stock  issued  and
outstanding as of April 30, 2011.

<TABLE>
<CAPTION>
<S>                                                                               <C>            <C>


               ------------------------------------------------------ ----------- -------------- ----------------
                    Name, Address & Nature of Beneficial Owner        Title of       Shares        Percent of
                                                                        Class                         Class
               ------------------------------------------------------ ----------- -------------- ----------------

               Daniel Medina, Director & President,                   Common       12,220,667        23.91%
                                                                        Stock
                                                                      ----------- -------------- ----------------
               1802 Pomona Rd, Corona, CA 92880
               ------------------------------------------------------ ----------- -------------- ----------------

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

               Madhava Rao Mankal, Director & CFO                     Common       12,271,667        24.01%
                                                                        Stock
                                                                      ----------- -------------- ----------------
               1802 Pomona Rd, Corona, CA 92880
               ------------------------------------------------------ ----------- -------------- ----------------

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

               Mike Gallo, Director,                                  Common         93,750           0.18%
                                                                        Stock
                                                                      ----------- -------------- ----------------
               294 South Leland Norton Way, San Bernardino,
               California 92408
               ------------------------------------------------------ ----------- -------------- ----------------

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

               John Erich Lewis,  Director                            Common         321,250          0.62%
                                                                        Stock
                                                                      ----------- -------------- ----------------
               1802 Pomona Rd, Corona, CA 92880
               ------------------------------------------------------ ----------- -------------- ----------------

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

               Albert Mardikian, CEO, Harbor Guard Boats, Inc. and    Common         11,995,667      23.48%
               Associated companies                                     Stock
                                                                      ----------- -------------- ----------------
               45 Goleta Ave, Corona Del Mar, CA 92625
               ------------------------------------------------------ ----------- -------------- ----------------

               ------------------------------------------------------ ----------- -------------- ----------------
               Total Officers & Directors, as a group (5                             36,903,001      72.20%
               Individuals)
               ------------------------------------------------------ ----------- -------------- ----------------
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company has adopted a policy under which any consulting or finder's 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.

                                       32
<PAGE>




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 largely
unforeseeable terms of a future agreement with an unidentified business entity.

Transactions with Management and Others


Year Ended April 30, 2011

Medina Marine signed a Mold Lease Agreement, on November 5, 2011, with Daniel F.
Medina,  Jr., son of Daniel F. Medina,  Sr., President of the Company,  to lease
two recreational molds. The Mold Lease Agreement is effective for a period of 24
months from the date of the agreement. Medina Marine has the exclusive rights to
use the molds to manufacture  recreational  watercrafts.  Mr.  Medina,  Jr. will
receive a pre-determined  rate of $1,000-1,200 per boat  manufactured  using the
specified molds.

Medina  Marine's Board of Directors  passed a resolution on February 22, 2011 to
distribute ten (10) percent of its  outstanding  shares to Medina  International
Holdings,  Inc.'s shareholders,  contingent on successful registration of Medina
Marine's common shares with the Securities and Exchange Commission.

Medina Marine, wholly owned subsidiary of Medina International  Holdings,  Inc.,
appointed  Mr.  Nuvdeep  Singh  Bhasin to its board of directors on February 22,
2011. In 2007,  Mr.  Bhasin  founded  Forefront  Investments,  a commercial  and
residential brokerage firm focusing on real estate and finance transactions.  He
holds a California  Department of Real Estate Broker  License and is a member of
the California Association of Realtors and the National Association of Realtors.
He is a Certified  Management  Accountant  candidate.  Mr. Bhasin graduated from
California State  University,  Fullerton with a B.A. in Business  Administration
with an emphasis on Entrepreneurship.

Harbor Guard Boats, wholly owned subsidiary of the Company,  issued 1,000,000 of
its common shares to Medina International  Holdings, Inc. As of the date of this
report, 1,000,000 shares of Harbor Guard Boats were issued and outstanding.

Medina Marine,  wholly owned subsidiary of the Company,  issued 5,000,000 of its
common  shares to Medina  International  Holdings,  Inc.  As of the date of this
report,  5,000,000 shares of Medina Marine, in the name of Medina  International
Holdings, Inc., were issued and outstanding.

Year Ended April 30, 2010

As of April 30, 2010,  the Company  owed  $870,941 to a MGS Grand  Sports,  Inc.
controlled by Mr. Albert Mardikian incurred as part of the purchase  transaction
of Modena Sports Design, LLC.

During the year ended April 30, 2010,  the Company issued  11,000,000  shares of
its common MGS Grand Sports, Inc. and Mardikian Designs controlled by Mr. Albert
Mardikian,  in accordance with the acquisition of Modena Sports Design, LLC (now
Harbor Guard Boats).

                                       33
<PAGE>




The Company leased building space from MGS Grand Sports,  on a verbal,  month to
month basis for  approximately  $6,500 per month.  MGS Grand Sports is an entity
controlled by Mr. Albert Mardikian,  CEO of Harbor Guard Boats.  Accrued rent to
the related party as of April 30, 2010 was $75,500. The Company stopped accruing
rental  expenses under this agreement  after the Company moved its operations to
its new location in Corona, California in February of 2010.

During the year ended April 30, 2010, the Company issued 1,455,000 shares of its
common stock to Mr.  Daniel  Medina,  President of the Company,  in exchange for
$145,500  of salary  payable to Mr.  Medina.  The  agreement  contains a buyback
provision of  $0.10/share  or $145,500,  redeemable at any time when the Company
has surplus cash.

During the year ended April 30, 2010, the Company issued 1,380,000 shares of its
common stock to Mr. Madhava Rao Mankal,  Chief Financial Officer of the Company,
in exchange for  $138,000 of salary  payable to Mr.  Madhava Rao. The  agreement
contains a buyback provision of $0.10/share or $138,000,  redeemable at any time
when the Company has surplus cash.

During the year ended April 30, 2010, the Company issued 1,300,000 shares of its
common stock to Mr. Albert  Mardikian,  Chief Executive  Officer of Harbor Guard
Boats,  wholly  owned  subsidiary  of the  Company,  in exchange for $130,000 of
salary  payable  to Mr.  Albert  Mardikian.  The  agreement  contains  a buyback
provision of  $0.10/share  or $130,000,  redeemable at any time when the Company
has surplus cash.

During the year ended April 30, 2010,  the Company  issued  10,000 shares of its
common  stock in exchange for royalty  payments,  at the rate of $0.03/ share or
$300, to Mr. Albert  Mardikian,  Chief Executive  Officer of Harbor Guard Boats,
wholly owned subsidiary of the Company.

At April 30, 2010, the Company had an unsecured  note payable to Mr.  Srikrishna
Mankal, son of Madhava Rao Mankal, CFO of the Company, in the amount of $50,000,
which bears an 8% interest repayable. Interest accrued to date $7,000.

We have issued 50,000 shares to Mr. Mike Gallo and 50,000 shares to Mike Swanson
toward  services as  Directors  of the Company for the year ended April 30, 2009
and 2010.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

General

Ronald R. Chadwick,  P.C.is the Company's principal  auditing/  accountant firm.
The Company's Board of directors has considered  whether the provisions of audit
services  are  compatible   with   maintaining   Ronald  R.   Chadwick,   P.C.'s
independence.

Audit Fees.

Ronald R. Chadwick,  P.C. billed $4,500 for review services and $4,657 audit fee
in the fiscal  year ended  April 30,  2011.  Audit and Review  fees for the year
ended  April 30,  2010 was  $15,157  and for the year ended  April 30,  2009 was
$26,890.

There  were  no  other  fees  in  2011and  2010  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 2011 and 2010.


                                       34

<PAGE>



                                     PART IV

ITEM 15. EXHIBITS

The  following  is a complete  list of exhibits  filed as part of this Form 10K.
Exhibit  number  corresponds  to the numbers in the Exhibit Table of Item 601 of
Regulation S-K.

  Exhibit    Description of Document


   31.1           Certification by Chief Executive Officer. *
   31.2           Certification by Chief Financial Officer. *
   32.1           Section 906 Certification by Chief Executive Officer*
   32.2           Section 906 Certification by Chief Financial Officer*

---------------
* Filed herewith.


                                       35
<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: August 1, 2011               By: /s/Daneil F. Medina
                                          -----------------
                                          Daniel F. Medina,
                                          President & Director


Date: August 1, 2011               By: /s/Madhava Rao Mankal
                                          ------------------
                                          Madhava Rao Mankal,
                                          Chief Financial Officer & Director


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: August 1, 2011                     By: /s/Daniel F. Medina
                                              ----------------
                                                Daniel F. Medina,
                                                President & Director


Date: August 1, 2011                     By: /s/Madhava Rao Mankal
                                                ------------------
                                                Madhava Rao Mankal,
                                                Chief Financial Officer &
                                                Director


Date: August 1, 2011                      By: /s/Erich Lewis
                                                -----------
                                                Erich Lewis,
                                                Director


Date: August 1, 2011                      By: /s/Mike Gallo
                                                 -----------
                                                 Mike Gallo,
                                                 Director



                                       36