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, 2010


[ ] 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: (951)493-6785
                                                            --------------

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

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

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]

Note-  Checking the box above will not relieve any  registrant  required to file
reports  pursuant  to  Section  13 or  15(d)  of the  Exchange  Act  from  their
obligations under those Sections.


<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: $541,675.

There were 51,006,747 shares of the Registrant's  common stock outstanding as of
July 15, 2010.  The aggregate  market value of the  13,331,044  shares of common
stock held by non-affiliates  of the Registrant is approximately  $666,552 based
on the closing market price of $0.05 per share on July 15, 2010.


                       DOCUMENTS INCORPORATED BY REFERENCE

None


Transitional Small Business Disclosure Yes [ ] No [X]






<PAGE>



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



                       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                                                         5
   Item 1B.               Unresolved Staff Comments                                           13

Item 2.               Description of Property                                                 13

Item 3.               Legal Proceedings                                                       13

Item 4.               (Removed and Reserved)                                                  14

                                              Part II

Item 5.               Market for Registrant's Common Equity, Related Stockholder Matters      15
                      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.         22

Item 8.               Financial Statements and Supplementary Data                             22

Item 9.               Changes in and Disagreements With Accountants on Accounting and         22
                      Financial Disclosure.

   Item 9A.               Controls and Procedures                                             22
   Item 9A(T)             Controls and Procedures                                             23
   Item 9B.               Other Information                                                   24

                                              Part III

Item 10.              Directors, Executive Officers, Corporate Governance                      24

Item 11.              Executive Compensation                                                   27

Item 12.              Security Ownership of Certain Beneficial Owners and Management and
                      Related Stockholder Matters                                              30

Item 13.              Certain Relationships and Related Transactions, and Director
                      Independence                                                             30

Item 14.              Principal Accounting Fees and Services                                   32

                                              Part IV

Item 15.              Index to Exhibits                                                        33

Signature                                                                                      34
--------------------- --------------------------------------------------------------------- ---------

</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 2004, the Company changed its name to Medina International
Holdings,  Inc. Our corporate  offices are located at 1802 Pomona Road,  Corona,
California, 92880, USA 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 Pink  Sheets  (Over-the-Counter)  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.

In 2006,  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,  while the Company would be designated as a publicly traded holding
company. Medina Marine ("MM") designs,  manufactures, and markets innovative and
practical  aluminum  boats ranging from 12' to 37',  which are utilized by fire,
search & rescue,  emergency,  patrol,  military  and defense  organizations.  In
addition,  Medina  Marine also  manufactures  and markets two models of patented
recreational watercrafts.

Medina Marine had sold two watercrafts (fiberglass material),  one in the United
States and one abroad,  when 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 has eight (8) models of commercial watercrafts,  ranging from
15' to 37' in length.  The revenue of Harbor Guard Boats, Inc. from inception up
to the date of acquisition  are not be reflected on the  consolidated  financial
statements of Medina International Holdings, Inc. as of April 30, 2009.

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's     securities    have    been    thinly    traded    on    the
Over-the-Counter-Bulletin-Board  Market  since  September  2007.  Since April of
2009,  the  Company's  securities  have been  thinly  traded on the Pink  Sheets
Market.

The Company owns the rights to the following websites:
www.medinaih.com
www.medinainternationalholdings.com
www.medinamarine.com
www.harborguardboats.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 to be
acquired by us consist of office equipment, tools and machinery. In addition, we
will acquire web sites and domain names currently under Modena Sports.  Upon the
completion  of the  transaction,  Modena  Sports  will  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. The Mold Purchase Agreement allows
for the purchase of certain molds and tools from MGS Grand and Mardikian  Design
in exchange for 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  This agreement is entered into on 18th day of June,
2008.  License  agreement  grants license to licensee 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.

     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 of balance
          $800K is paid off.

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

                                       2
<PAGE>



Product Description

The Company manufactures  commercial and recreational  watercrafts under its two
wholly  owned  subsidiaries,  Medina  Marine  and  Harbor  Guard  Boats.  MIHI's
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.


The 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.  The innovative patents, and patents-pending
licensed by the company, give our boats eye-catching visual market retention and
a competitive  advantage in the boating industry,  homeland security and defense
in the United States and abroad.


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

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

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


15'      Interceptor                   Y                Y

21'      Interceptor                   Y                Y

18'      Firehawk Defender             Y                Y

24/26' Firehawk Defender               Y                Y

28'      Firehawk Defender             Y                Y

30'      Firehawk Defender             Y                Y

37'      Firehawk Defender             Y                Y
-------------------------------- --------------- -----------------


         Recreational   Boats  -  The  Company   currently  has  2  recreational
watercraft models, the 22' Vortex and 30' Modena.

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 an enclosed platform in their designs,  which prevents the
boats from flooding and therefore provides a greater stability.

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 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.

The water pump used in our products uses water  retrieved from the bottom of the
boat and sprays water at 750-2000 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.

This innovation in fire rescue/rescue  watercraft design will allow us to market
these  boats to both  fire and  rescue  departments,  as well  as,  defense  and
military departments.

Current Operations

Our  operations  focused,  up to  April  of  2008,  on  building  of 12' and 21'
watercraft  molds.  On June 18,  2008,  we acquired  Harbor  Guard  Boats,  Inc.
(formerly Modena Sport Designs, LLC). We design, manufacture,  test, deliver and
support from a leased facility in Corona, California.

                                       3
<PAGE>




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.

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.  Our competitors build similar rescue
watercraft, though they may use different materials in the construction of their
products, such as inflatable, metal, and aluminum.

There is greater competition for our 22' Vortex and Modena 30' boats, than there
are for our rescue and fire rescue  watercrafts.  The  recreational  industry is
larger than the fire and rescue  industry and our  competition  in this industry
have an established clientele and may have far greater resources than we have at
this time.  We believe  that our design of the Vortex and Modena will provide us
with an advantage over our established and larger competitors.

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

Sales and Marketing

-------------------------------------------------------- ---------------- ---------------
        Units Sold for the year ended April 30,
-------------------------------------------------------- ---------------- ---------------
                               2009                           2010
     Department Type         No. Sold      Percentage       No. Sold        Percentage

     Fire Department             3            33%               1              50%
Volunteer Fire Departments       1            11%               1              50%
        Emergency                1            11%
          Police                 3            33%
    Homeland Security            1            11%
          Total                  9            100%              2              100%
--------------------------- ------------ --------------- ---------------- ---------------
</TABLE>

Harbor Guard Boats,  Inc. has sold 21 watercrafts  since 2005 and Medina Marine,
Inc. has sold 3 watercrafts  since 2004 for combined  total of 24 watercrafts to
various domestic and international rescue and fire departments up to the time of
merger.

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.

                                       4

<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,  Canada,  India,  Middle East,  Turkey,  and South
America.

The  Company's  commercial  boat  marketing  strategy  includes  displaying  and
demonstrating  at regional,  national and  international  shows  throughout  the
United States,  and  advertising  its 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

Investors  should be aware of the risks in the market  for Penny  Stocks and the
possibilities of fraud and abuse.

Stockholders should be aware that, according to SEC, the market for Penny Stocks
has suffered,  in recent years,  from patterns of fraud and abuse. Such patterns
include, but not limited to:

     a)   control of the market for the security by one or a few  broker-dealers
          that are often related to the promoter or issuer;

     b)   manipulation of prices through prearranged  matching of purchasers and
          sales and false and misleading press releases;

     c)   "boiler  room"  practices  involving  high-pressure  sales tactics and
          unrealistic price projections by inexperienced sales persons;

     d)   excessive and undisclosed bid-ask differentials and markups by selling
          broker-dealers; and

     e)   the  wholesale  dumping  of  the  same  securities  by  promoters  and
          broker-dealers  after prices have been manipulated to a desired level,
          along with the resulting  inevitable collapse of those prices and with
          consequent investor losses.

Our  management  is aware of the abuses that have occurred  historically  in the
Penny  Stock  market.  The  Company  will  not be  able to  control  any of such
patterns.

                                       5
<PAGE>



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  the
following:

     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.

               In addition, in recent years the stock market in general, and the
Pink Sheets (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.

         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
12, 2010,  we had  51,006,747  shares of common stock  outstanding,  of which 12
million 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.

                                       6

<PAGE>





         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.

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 Pink Sheets, which may not provide
liquidity for our investors

Our  securities  are quoted on the Pink  Sheets  market.  The Pink  Sheets is an
inter-dealer, over-the-counter market that provides significantly less liquidity
than  the  NASDAQ  stock  market  or  other  national  and  regional  exchanges.
Securities traded on the Pink Sheets are usually thinly traded, highly volatile,
have fewer market makers and are not followed by analysts.  The  Securities  and
Exchange  Commission's  order  handling  rules,  which  apply  to  NASDAQ-listed
securities,  do not apply to  securities  quoted on the Pink Sheets.  Quotes for
stocks  included  on the  Pink  Sheets  market  are not  listed  in  newspapers.
Therefore,  prices  for  securities  traded  solely  on the Pink  Sheets  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

We currently have 51,006,747  shares of common stock  outstanding as of July 12,
2010, 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
exceeding demand.

                                       7
<PAGE>




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,  who own a total of 37,675,703  shares of
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.

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.

                                       8
<PAGE>




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.

The company has incurred  losses since our  inception and expects 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
$745,070  for the year  ended  April  30,  2010.  At April 30,  2010,  we had an
accumulated deficit of $5,443,354.

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.

                                       9
<PAGE>




Our current liabilities exceed our current assets by a significant amount, which
could put stockholder/investors at serious risk of or loss of their investment.

The Company,  at April 30,  2010,  had current  liabilities  of  $2,731,046  and
$334,623 in current  assets.  As of April 30,  2010,  we have a working  capital
deficit of approximately  $2,396,423.  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.

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 comply. 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.

The economy can have an adverse affect on our company

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

                                       10
<PAGE>



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.

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.

The boat and/or defense industry is very competitive,  which may have an adverse
affect on profits if sales fall short of our goals

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

Commercialization   of  our   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.

                                       11
<PAGE>





         Success  dependent  on market  acceptance.  The  Company's  success  is
dependent  on the market  acceptance  of its  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 the company's
products are  established,  the company is unable to predict how quickly,  if at
all, the products will be accepted by 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,  Mr.
Madhava  Rao  Mankal,  Chief  Financial  Officer and  Director,  and Mr.  Albert
Mardikian, Chief Executive Officer of Harbor Guard Boats, Inc.

We may be unable to obtain  additional  capital required to expand our business.
We may  have to  curtail  our  business  if we  cannot  find  adequate  funding,
resulting ultimately in business failure

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

     a)   shortfalls in anticipated revenues or increases in expenses;

     b)   the development of new services; or

     c)   the  expansions  of  our  operations,  including  the  recruitment  of
          additional personnel.

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

Our principal  officers and directors own 73.86% 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  73.86%  of  our
outstanding  common  stock as of July 12,  2010.  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  with little  additional  support,
Messrs. Medina, Mardikian and Mankal are able to influence all matters requiring
stockholder  approval,  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.


Additional risks

The Company is subject to many  additional  risks.  The risks and  uncertainties
described above are not a comprehensive list. Additional risks and uncertainties
not presently  known or those that  management  does not currently deem material
may also affect business operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Our Company  received  comments from the Commission staff regarding its periodic
reports filed with the  Commission.  As of the date of filing this Form 10-K, we
have successfully resolved all Commission staff comments.


ITEM 2. DESCRIPTION OF PROPERTIES

The Company does not own any  properties as of the year ended April 30, 2010. We
moved our operations 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.

ITEM 3. LEGAL PROCEEDINGS

As of April 30,  2010,  neither the Company nor any member of  management  was a
party to any legal proceedings.

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  Pink   Sheets
(Over-the-Counter)  market and our trading  symbol is MIHI.  The  Company  began
trading on the Over-the-Counter-Bulletin-Board  (OTCBB) in May 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.  The Company has to timely file its
reports  for the next  four  consecutive  quarters,  in order to  reinstate  the
Company onto the Bulletin Board.  With the filing of this report,  we have filed
consecutively three reports on time.

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, was as follows:

------------------------- ------------- -------------
                              High          Low
------------------------- ------------- -------------
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

Year ended April 30, 2009

First Quarter                  $0.09         $0.03
Second Quarter                 $0.07         $0.02
Third Quarter                  $0.05         $0.02
Fourth Quarter                 $0.05         $0.01
------------------------- ------------- -------------

Dividend Policy

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

Recent Sales of Unregistered Securities

The Company issued  15,346,656  unregistered  securities  during the fiscal year
ended April 30,  2010.  The  following  presents the purpose for the issuance of
unregistered securities:

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

------------------------------------------ ------------------------- ----------------------------
              Person/Entity                  No. of Common Stock               Purpose
------------------------------------------ ------------------------- ----------------------------
Board of Directors                                 131,250             Fees
MGS Grand Sports/Mardikian                      11,010,000             Acquisition & Royalty
Design Engineering
Officers                                         4,135,000             Accrued Salary conversion
Landlord of Costa Mesa building                     70,406             Rent

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

</TABLE>

                                       14
<PAGE>



The Company did not issue or sell any  unregistered  securities from May 1, 2008
to April 30, 2009.


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  and the  audited  Consolidated
Financial Statements and the Notes thereto.

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

-------- -------------------------------------------- --------------------------------------------------------------
                                                                     During the year ended April 30,
-------- -------------------------------------------- --------------------------------------------------------------
                                                                   2010                 2009                 2008
                                                                   ----                 ----                 ----
Operating Results
         Net Sales                                          $     541,675   $       1,034,379    $         192,800
         Cost of Goods Sold                                       640,512           1,110,916              115,114
         Gross Margin                                            (98,837)             (76,537)              77,686
         General and administrative expenses                      519,840             489,653            1,059,346
         Selling & marketing expenses                              50,459             169,889               57,946
         Research and development expenditures                          -             148,836                    -
         Other operating expenses                                       -             822,009               68,500
         Other income (expenses)                                 (75,934)             (61,510)             (34,631)
         Net Loss                                          $    (745,070)   $     (1,768,434)    $     (1,142,737)
Balance Sheet
         Total assets                                      $    1,046,720   $       1,324,318    $         386,776
         Total debt                                             2,731,046           3,593,014              887,038
         Total Stockholders' equity                            (1,684,326)         (2,268,696)            (500,262)
Cash Flows
         Net cash used by operating activities             $      177,211   $        (242,088)   $         (96,576)
         Net cash provided by investing activities                      -              (3,586)             (33,489)
         Net cash provided by financing activities               (106,564)            282,250              124,929
-------- -------------------------------------------- -------------------- -------------------- --------------------

</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.

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.

                                       15
<PAGE>



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 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

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,  they  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.

                                       16
<PAGE>




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 business  strategy is to deliver products and services to aid  organizations
and  personnel  who risk their lives to save  others.  Our intent 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, 2010 and 2009, as prepared in accordance with generally accepted  accounting
principles in the United States of America ("GAAP").

The following  tables  present our results of operations for the two years ended
April 30, 2010 and 2009, as well as the percentage changes from year to year.

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

                                                 For the year ended April 30,          Dollar Change         Percentage
                                                                                                               Change
--------------------------------------------- ------------------------------------ -- ---------------- -- -----------------
                                                   2010                2009            2010 vs. 2009       2010 vs. 2009

Sales, net                                       $    541,675      $   1,034,379           $(492,704)          (48)%
Cost Of Sales                                         640,512          1,110,916            (470,404)          (42)%
       Gross Profit                                  (98,837)           (76,537)             (22,300)           29%

General and administrative expenses                   519,840           489,653               30,187             6%
Selling and marketing expenses                         50,459           169,889             (119,430)          (70)%
Research and development expenses                           -           148,863             (148,836)            -
Loss on Goodwill                                            -           822,009             (822,009)            -
Impairment loss on investment                               -            -                          -            -
       Loss from operations                         (669,136)        (1,706,924)           (1,041,450)         (61)%

  Other income                                          2,800                 -                 2,800            -
  Interest expense                                   (78,734)           (61,510)               17,228           28%
       Net other loss                                (75,934)           (61,510)               14,428           23%

Loss before income tax (expense) benefit          $ (745,070)      $ (1,768,434)         $ (1,027,022)         (58)%
       Income tax (expense) benefit                        -                  -                     -            -

Net Loss from Operations                          $ (745,070)      $ (1,768,434)         $ (1,027,022)         (58)%
--------------------------------------------- ---------------- -- ---------------- -- ---------------- -- -----------------

</TABLE>

                                       17

<PAGE>



2010 Compared to 2009

Net Sales

Harbor Guard Boats has sold 23 units since its inception,  however only 11 units
sold by Harbor  Guard Boats were  reflected  in our  consolidated  statement  of
operations.

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

-------------------------------- -------------------------------- -- -------------- -- -----------------
            Revenue               For the Years Ended April 30,      Dollar Change      Percent Change
-------------------------------- -------------------------------- -- -------------- -- -----------------
                                      2010            2009           2010 vs. 2009      2010 vs. 2009
                                      ----            ----           -------------      -------------
Boat Sales, net                      $  537,515   $   1,003,426       $ (465,911)            (46)%

Spare parts and logistics                 4,160          30,953          (26,793)            (87)%

                                     $  541,675  $    1,034,379      $  (492,704)            (48)%
                                     ----------  --------------      ------------            -----

</TABLE>

Our sole source of revenue from our  inception  is  attributable  to  commercial
watercrafts.  Our company sold two  watercrafts  and earned revenues of $541,675
for the year ended April 30,  2010 as  compared to nine water  crafts and earned
$1,034,379 for the year ended April 30, 2009. 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,
2010 and 2009.

                     For the year ended April 30,
------------------- -----------------------------
                        2010         2009

    Units Sold           2             9
     Revenue         $ 537,515    $ 1,003,426
------------------- ------------- ------------


The decrease in sales for the year ended April 30, 2010 of  $465,911,  or (46)%,
was  primarily  due to lack of sales.  We sold two  watercrafts  during the year
ended April 30, 2010  compared to nine  watercrafts  during the year ended April
30, 2009.

Cost of sales

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

--------------------------------------------- ----------------------------------
                          For the year ended April 30,
--------------------------------------------- ----------------------------------
                                    2010 2009
Cost of sales                                         $ 640,512    $ 1,110,916
Gross profit                                          $ (98,837)   $   (76,537)
Gross profit as a percentage of net sales                 (15.4)%         (6.9)%
--------------------------------------------- ------------------ ---------------

Cost of sales.  The  decrease in cost of goods sold for the year ended April 30,
2010 of $470,404,  or 42%, was primarily due to lack of 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.  The increase in  depreciation  and  amortization
expenses of $83,665,  or 143%,  was  primarily  due to the increase in molds and
machinery and equipment  acquired,  totaling  $698,178,  from the acquisition of
Harbor  Guard  Boats,  Inc.  We  include  royalty  payments,  for the use of the
patents, as part of the production overhead.  Our warranty expense was $3890 for
year ended  April 30,  2010 as  compared to $65,558 for the year ended April 30,
2009.

                                       18
<PAGE>
<TABLE>
<CAPTION>
<S>                                          <C>                            <C>               <C>



General and administrative expenses.

-------------------------------------------- ------------------------------ ----------------- ----------------------
General and Administrative Expenses          For the year ended April 30,    Dollar Change      Percentage Change
-------------------------------------------- ------------------------------ ----------------- ----------------------
                                                  2010            2009       2010 vs. 2009        2010 vs. 2009
                                                  ----            ----       -------------        -------------
General and Administrative Expenses                $ 519,840     $ 489,653          $ 30,187           6%
-------------------------------------------- ---------------- ------------- ----------------- ----------------------

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 etc.
</TABLE>

The increase in general and administrative expenses for the year ended April 30,
2010 of $26,525, or 5%, was mainly due to the salary accrual of our officers.

Selling and marketing expenses

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

-------------------------------------------- ------------------------------ ----------------- ----------------------
Selling and Marketing Expenses               For the year ended April 30,    Dollar Change      Percentage Change
-------------------------------------------- ------------------------------ ----------------- ----------------------
                                                  2010            2009       2010 vs. 2009        2010 vs. 2009
                                                  ----            ----       -------------        -------------
Selling and Marketing Expenses                      $ 50,459     $ 169,889       $ (119,430)          (70)%
-------------------------------------------- ---------------- ------------- ----------------- ----------------------

</TABLE>

Selling expenses include:
a)       Commission paid for sales of our product;
b)       Travelling expenses related to sales;
c)       Freight expenses on selling boats; and
d)       Marketing expenditures.

The decrease in selling and marketing  expenses of $119,430,  or 70%, during the
year ended  April 30,  2010  compared  to the year  ended  April 30,  2009,  was
primarily  due to  commission  on  sales.  Due to the  lower  unit  sales of our
products during the year ended April 30, 2010, we incurred $25,713 in commission
expenses as compared to $102,624 during the year ended April 30, 2009.

Research and Development Expenses

---------------------------------------- -------------------------------
                                          For the year ended April 30,
---------------------------------------- -------------------------------
                                              2010            2009
                                              ----            ----
Research and development expenses              $ -           $  148,836
As a percentage of net sales                   0%              14%
---------------------------------------- ---------------- --------------

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

Other Income and Expenses

-------------------------------------------- ------------------------------ ----------------- ----------------------
Other Income (Expenses)                      For the year ended April 30,    Dollar Change      Percentage Change
-------------------------------------------- ------------------------------ ----------------- ----------------------
                                                  2010            2009       2010 vs. 2009        2010 vs. 2009
                                                  ----            ----       -------------        -------------
Other Income                                       $  2,800     $   -                $ 2,800            -
Other Expense                                      $(78,734)    $ (61,510)           $17,228           28%
-------------------------------------------- ---------------- ------------- ----------------- ----------------------

Other Income (Expense) consists of:

a)       Interest income
b)       Interest expense on notes payable, credit cards, line of credits and shareholders' loans.

</TABLE>

                                       19
<PAGE>



Our other expenses increased $14,424 or 23.45%,  during the year ended April 30,
2010,  primarily due to the increase 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, 2010 was $35,143 compared to
$42,225  during the year ended  April 30,  2009.  We also  incurred  interest on
related  party  liabilities  of $5,644  during  the year  ended  April 30,  2009
compared to $4,000 during the year ended April 30, 2009.

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

Net Loss

------------------------------------------ -------------------------------- ----------------- ----------------------
Net Loss                                    For the year ended April 30,     Dollar Change      Percentage Change
------------------------------------------ -------------------------------- ----------------- ----------------------
                                                 2010            2009        2010 vs. 2009        2010 vs. 2009
                                                 ----            ----        -------------        -------------
Net Loss                                        $ (745,070)  $ (1,768,434)     $ (1,023,364)          (58)%
------------------------------------------ ----------------- -------------- ----------------- ----------------------
</TABLE>

Based on the  explanations  described  above, our net loss of $1,768,434 for the
year ended April 30, 2009 decreased by  $1,023,364,  or 58%, to $745,070 for the
year ended April 30, 2010.

Liquidity and Capital Resources
<TABLE>
<CAPTION>
<S>                                                          <C>

------------------------------------------------------------ -------------------------------------------------------
Cash Flow                                                             For the Years Ended April 30,
------------------------------------------------------------ -------------------------------------------------------
                                                                     2010              2009
                                                                     ----              ----

Net cash provided by (used in) operating activities                $ 177,211        $   (242,088)
Net cash provided by (used in) investing activities                $       -        $     (3,586)
Net cash provided by (used in) financing activities                $(106,564)       $    282,250

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


As of April 30,  2010,  the Company had $107,223  cash on hand,  an inventory of
$164,652  and  net  fixed  assets  of  $703,848.  The  Company's  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,  2009,  the
Company's current liabilities exceeded current assets by $2,396,423.

As of April 30,  2009,  the Company had $36,576  cash on hand,  an  inventory of
$410,481  and  net  fixed  assets  of  $874,095.  The  Company's  total  current
liabilities were $3,593,014 as of April 30, 2009, which were represented  mainly
by accounts payable of $518,898, accrued liabilities of $377,555,  deposits from
customers of $242,905, short-term debt of $265,352, notes payable of $64,000 and
short-term borrowings from shareholders  totaling $311,712.  In addition,  stock
subscription  payable of $902,738 and note payable for the acquisition of Harbor
Guard  Boats,  Inc.  in the  amount of  $909,854  are  included  in the  current
liabilities.  At April 30, 2009,  the  Company's  current  liabilities  exceeded
current assets by $3,142,791.

The Company provided  $177,211 in operating  activities for the year ended April
30, 2010 compared to usage of $242,088 for year ended April 30, 2009.

The Company did not provide any cash from investing  activities  during the year
ended April 30, 2010.  For the year ended April 30,  2009,  the Company had used
cash $3,586 for manufacturing of the molds for the fire and rescue watercrafts.

During the year ended April 30, 2010,  the Company used $106,564 from  financing
activities,  which  included  payments of $191,199  made on notes  payables  and
payments towards credit cards and bank loan, while receiving $81,635 of proceeds
from new notes  payables.  During the year ended  April 30,  2009,  the  Company
obtained  $282,250  from  financing  activities,  which  included  the  $172,850
increase in the lines of credits and credit cards held by the Company.

The Company has an  accumulated  deficit,  as of April 30, 2010,  of  $5,443,354
compared to the year ended April 30, 2009 of $4,698,284.

                                       20
<PAGE>



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  $2,395,422,  minimal other  assets,  and no capital
commitments.


Contractual Obligations and Other Commercial Commitments

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

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, 2010, we do not have any obligation under certain  guarantees or
contracts as defined above.

As of April 30,  2010,  we do not have any  retained or  contingent  interest in
assets as defined above.

As of April  30,  2010,  we do 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,  2010,  we do 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,  2010,  2009 and 2008,  we were not  involved  in any
unconsolidated SPE transactions.

Dividends

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

                                       21
<PAGE>



Critical Accounting Policies and Estimates

 In  June  2009,  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,  2009.  We adopted the
provisions of the standard on September 30, 2009,  which did not have a material
impact  on  our  financial  statements.  There  were  various  other  accounting
standards and interpretations issued in 2009, none of which are expected to have
a material impact on the Company's financial position, operations or cash flows.

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.

ITEM 8. FINANCIAL STATEMENTS

See Financial Statements start on page F-1.

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 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.

                                       22
<PAGE>



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; and

     (III)provide reasonable  assurance regarding prevention or timely detection
          of unauthorized acquisition, use or;

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 the end of the period
covered by this report

The Company,  under the supervision and with the  participation of the Company's
management,  including the Company's Chief Executive Officer and 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,
2010.  Based  on that  evaluation,  the  Chief  Executive  Officer/Acting  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, 2010.


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.


                                       23

<PAGE>





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,
2010. 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 change in our internal control over financial reporting that has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.

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                     56  President & Director
Madhava Rao Mankal                59  Chief Financial Officer & Director
Mike Swanson                      54  Director
Mike Gallo                        52  Director
Albert Mardikian                  64  CEO, Harbor Guard Boats, Inc.
------------------------------ ------ ------------------------------------


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

                                       24
<PAGE>




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.

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.

MICHAEL SWANSON, Director

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

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.


                                       25

<PAGE>





ALBERT MARDIKIAN, 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's executive officers are currently conducting  negotiations with the
Company  regarding terms of employment  contracts.  The Company has entered into
employment  agreements  with each of the key  executive  officers.  The  current
compensation for the Company's executive officers is as follows:

     -    Mr. Daniel  Medina,  President and Director,  MIHI  $166,000,  plus an
          expense allowance;

     -    Mr.  Madhava Rao Mankal,  CFO and  Director,  MIHI  $166,000,  plus an
          expense allowance;

     -    Mr. Albert Mardikian,  CEO, Harbor Guard Boats, Inc. $120,000, plus an
          expense allowance,

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 four  (4)  individuals,  two of whom are
officers of the Company.  Directors  are elected to the Board of Directors for a
one (1) year term and are elected on an annual  basis.  Executive  officers  are
appointed  by the board of  directors  on an annual  basis and serve until their
successors   have  been  duly  elected  and  qualified.   There  are  no  family
relationships among any of our directors, officers or key employees.

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.

                                       26

<PAGE>




     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.

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, 2010,
2009, and 2008 the "Named Executive Officers"):
<TABLE>
<CAPTION>
<S>                                                                 <C>
------------------------------------------------------------------------------------------------------------------------------------
                                                  SUMMARY EXECUTIVES COMPENSATION TABLE
-----------------------------------------------------------------------------------------------------------------------------------
Name & Position    Year    Salary      Bonus    Stock      Option      None Equity      Nonqualified       All other        Total
                                                awards     awards    incentive plan      deferred        compensation
                                                                      compensation     compensation
                                                                                         earnings
---------------- -------- ---------- ---------- ---------- --------- ----------------- ---------------- ----------------- ----------
                            ($)        ($)        ($)       ($)           ($)               ($)              ($)            ($)
---------------- ------- ---------- ---------- ---------- --------- ----------------- ---------------- ----------------- ----------
Daniel Medina,     2010   $156,000  $       -   $      -    $   -     $      -           $   -             $     -         $156,000
President &        2009   $100,000  $       -   $      -    $   -     $      -           $   -             $     -         $100,000
Director           2008   $   0     $       -   $      -    $   -     $      -           $   -             $     -         $      -
--------------- ------- ---------- ---------- ---------- --------- ----------------- ---------------- ----------------- ----------

--------------- ------- ---------- ---------- ---------- --------- ----------------- ---------------- ----------------- ----------
Madhava Rao
Mankal, CFO        2010   $148,500 $        -   $      -    $   -     $      -           $   -             $     -         $148,500
CFO &              2009   $ 0      $        -   $      -    $   -     $      -           $   -             $     -         $100,000
Director           2008   $ 0      $        -   $      -    $   -     $      -           $   -             $     -         $      -
--------------- ------- ---------- ---------- ---------- --------- ----------------- ---------------- ----------------- ----------

--------------- ------- ---------- ---------- ---------- --------- ----------------- ---------------- ----------------- ----------
Albert
Mardikian,     2010      $ 60,000  $        -   $      -    $   -     $      -           $   -             $     -         $ 60,000
CEO, Harbor
Guard          2009      $100,000  $        -   $      -    $   -     $      -           $   -             $     -         $100,000
               2008      $  0      $        -   $      -    $   -     $      -           $   -             $     -         $      -
-------------- ------- ---------- ---------- ---------- --------- ----------------- ---------------- ----------------- ----------

</TABLE>

                                       27

<PAGE>



The salaries for Messrs.  Mankal,  Medina,  and Mardikian have been accrued from
July of 2008.  The accrued  salaries for each  executive are recorded at $10,000
per month,  for a total of  $300,000,  for the periods  ended April 30, 2009 and
$292,500 for the period ended April 30, 2010.

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

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

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

--------------- -------------- ----------------- -------------- ----------- ------------ ---------- ---------- ------------ --------
Albert                          $
Mardikian,      $              -                 $              $           $            $          $          $            $
CEO, Harbor     -                                -              -           -            -          -          -            -
Guard Boats,
Inc.
--------------- -------------- ----------------- -------------- ----------- ------------ ---------- ---------- ------------ --------
</TABLE>

On May 20, 2005, the Board of Directors  approved the issuance of 10 shares of a
Series A Preferred  Convertible  Stock to Messrs.  Medina and Mankal,  each. The
Series A Preferred  Convertible  Stock  certificates have been issued to Messrs.
Medina and Mankal on March 23, 2010.

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  there under 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.

                                       28
<PAGE>




No options were issued or exercised during the fiscal years ended April 30, 2010
and 2009.

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

------------------------------------------------------------------------------------------------------------------------------------
                          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 ($)
------------------------------------------------- ------------ ---------- ------------------------------ ---------------------------
Name                                              Shares       Value      Exercisable/Unexercisable      Exercisable/Unexercisable
                                                  Acquired     Realized
                                                  on           ($)
                                                  Exercise
                                                  (#)
------------------------------------------------- ------------ ---------- ------------------------------ ---------------------------

                                                  $      -      $      -    $       -                       $       -
Daniel Medina, President & Director
------------------------------------------------- ------------ ---------- ------------------------------ ---------------------------
Madhava Rao Mankal, CFO & Director                $      -      $      -    $       -                       $       -
------------------------------------------------- ------------ ---------- ------------------------------ ---------------------------
</TABLE>



Long Term Incentive Plans - Awards in Last Fiscal Year

None.

                              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, 2010:


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

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

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

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

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


Mike Swanson, Director         $    625    $       -      $       -         $      -       $      -             $   -         $    -
------------------------------ ---------- ------------- ---------------- ------------- ------------------- ------------ ------------

                               $    625    $       -      $       -         $      -       $      -             $   -         $    -
Mike Gallo, Director
------------------------------ ---------- ------------- ---------------- ------------- ------------------- ------------ ------------
</TABLE>


No Fees were paid nor were any stock awards provided as Director's  compensation
for the year ended April 30, 2010.

The Company has issue 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,
2010 and 2009.



                                       29

<PAGE>




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, 2010 on a
fully diluted basis,  by (a) each person known by us to own  beneficially  5% or
more of our  outstanding  shares  of  common  stock,  (b) our  directors,  Chief
Executive  Officer,  Chief  Financial  Officer and executive  officers  named in
"MANAGEMENT--Director and Executive Compensation," and (c) all our directors and
executive officers as a group.

The  percentages  are based upon  51,006,747  shares of common  stock issued and
outstanding as of April 30, 2010.

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

      Name, Address & Nature of Beneficial Owner          Title of Class      Shares        Percent of
                                                                                               Class
-------------------------------------------------------- ----------------- -------------- ----------------
Daniel Medina, President & Director,                       Common Stock     12,554,000        24.61%
1802  Pomoma Rd. Corona, 92880
-------------------------------------------------------- ----------------- -------------- ----------------

-------------------------------------------------------- ----------------- -------------- ----------------
Madhava Rao Mankal, Chief Financial Officer &              Common Stock     12,625,000        24.75%
Director,
1802 Pomona Rd, Corona, CA 92880
-------------------------------------------------------- ----------------- -------------- ----------------

-------------------------------------------------------- ----------------- -------------- ----------------
Mike Swanson, Director,                                    Common Stock       117,703          0.23%
1802 Pomona Rd, Corona, CA 92880
-------------------------------------------------------- ----------------- -------------- ----------------

-------------------------------------------------------- ----------------- -------------- ----------------
Mike Gallo, Director,                                      Common Stock       50,000           0.10%
294 South Leland Norton Way, San Bernardino,
California 92408
-------------------------------------------------------- ----------------- -------------- ----------------

-------------------------------------------------------- ----------------- -------------- ----------------
Albert Mardikian, CEO, Harbor Guard Boats, Inc. and        Common Stock     12,329,000        24.17%
Associated companies
2051 Placentia Ave, Costa Mesa, CA 92627
-------------------------------------------------------- ----------------- -------------- ----------------

-------------------------------------------------------- ----------------- ------------- ----------------
Total Officers & Directors, as a group (5 Individuals)                       37,675,703        73.86%

-------------------------------------------------------- ----------------- -------------- ----------------
</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.

                                       30

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

Transactions with Management and Others

Year Ended April 30, 2010

As of April 30,  2010,  the  Company  owed  $870,941 to 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 stock to 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).

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.

                                       31
<PAGE>



Year Ended April 30, 2009

No shares were  issued  during the year ended  April 30,  2009.  However we have
committed  to issue  11,000,000  common  shares to MGS Grand  Sports,  Inc.  and
Mardikian  Designs in lieu of the  acquisition of the assets and molds of Harbor
Guard Boats, Inc. (Formerly Modena Sports Design, LLC).

We have  committed to issue 25,000 shares to Mr. Mike Gallo and 25,000 shares to
Mike  Swanson  toward  services as  Directors  of the Company for the year ended
April 30, 2009.

As of the year ended April 30, 2009, Mr. Medina, President and a Director of the
Company  had  advanced  the  Company a total of $107,399 in funds to support our
continuing  operations.  These advances are due on demand and accrue interest at
8.5%.

As of the year ended April 30, 2009, Mr. Mankal, the Chief Financial Officer and
a Director of the Company, had advanced the Company a total of $204,312 in funds
to support  our  continuing  operations.  These  advances  are due on demand and
accrue interest at 8.5%.

During the year ended April 30, 2009, Mr. Albert Mardikian,  CEO of Harbor Guard
Boats,  Inc.  provided  personal  guarantee  on all of credit  cards and line of
credits of Harbor Guard Boats, Inc.

During the year ended April 30,  2009,  Mr.  Madhava  Rao Mankal,  CFO of Medina
International  Holdings,  Inc.,  and Mr.  Daniel  Medina,  President  of  Medina
International Holdings, Inc., provided personal guarantee on all of credit cards
and line of credits of Medina International Holdings, Inc., Medina Marine, Inc.,
and Harbor Guard Boats, Inc.

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 $10,657 audit fee
in the fiscal  year ended  April 30,  2010.  Audit and Review  fees for the year
ended April 30, 2009 was $26,890.

There  were  no  other  fees  in 2010 or  2009  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 2010, 2009 and 2008.


                                       32

<PAGE>


                                     PART IV

ITEM 15. EXHIBITS

The following is a complete  list of exhibits  filed as part of this Form 10KSB.
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.


 (1) Filed herewith.

                                       33

<PAGE>
                            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,  2010 and 2009,  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, 2010 and 2009, 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 15, 2010
RONALD R.CHADWICK, P.C.

                                      F-1

<PAGE>
<TABLE>
<CAPTION>



              Medina International Holdings, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                    (Audited)
<S>                                                                                  <C>           <C>

                                                                                     -----------------------------
                                                                                     For the year ended April 30,
                                                                                        2010            2009
                                                                                     -----------------------------
                                       Assets
Current assets:
  Cash                                                                                 $ 107,223         $ 36,576
  Receivables                                                                             62,283            3,166
  Inventory                                                                              164,652          410,481
                                                                                     ------------  ---------------
  Other receivables                                                                         465                -
                                                                                     ------------  ---------------
       Total current assets                                                              334,623          450,223
                                                                                     ------------  ---------------
Fixed assets:
     Fixed assets                                                                      1,065,055        1,074,798
     Accumulated depreciation                                                           (361,207)        (200,703)
                                                                                     ------------  ---------------
       Total net fixed assets                                                            703,848          874,095
                                                                                     ------------  ---------------
Other assets:
      Deposits                                                                             8,249                -
                                                                                     ------------  ---------------
       Total other assets                                                                  8,249                -
                                                                                     ------------  ---------------
Total assets                                                                          $1,046,720      $ 1,324,318
                                                                                     ============  ===============

                   Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
  Accounts payable                                                                     $ 640,055        $ 518,898
  Accrued liabilities                                                                    186,075          377,555
  Bank overdraft                                                                          94,932                -
  Short-term debt                                                                        119,825          265,352
  Deposit from customers                                                                 308,000          242,905
  Stock subsciptions payable                                                                              902,738
  Note payable - current                                                                 104,000           64,000
  Related party payable                                                                  870,941          909,854
  Related parties - short-term borrowings from shareholders                              407,217          311,712
                                                                                     ------------  ---------------
       Total Current Liabilities                                                       2,731,046        3,593,014
  Long-term liabilities                                                                        -                -
                                                                                     ------------  ---------------
Total liabilities                                                                      2,731,046        3,593,014
                                                                                     ------------  ---------------

Stockholders' Equity (Deficit):
  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
 Common stock,  $.0001 par value,  100,000,000  shares authorized,  51,006,747
  and  35,560,091  shares issued and  outstanding as of April 30, 2010 and 2009,
  respectively
Additional paid-in capital
Common  stock  subscribed  (100,000  shares)                                                               10,000
Subscription  to  be  received                                                                             (3,000)
Accumulated   deficit                                                                 (5,443,354)      (4,698,284)
                                                                                     ------------  ---------------
Total Stockholders' Equity (Deficit)                                                  (1,684,326)      (2,268,696)
                                                                                     ------------  ---------------
Total liabilities and shareholders' equity (deficit)                                  $1,046,720      $ 1,324,318
                                                                                     ============  ===============

                                       F-2
     The accompanying notes are an integral part of the financial statements


</TABLE>


<PAGE>


                Medina International Holdings, Inc. and Subsidiaries
                         Consolidated Statements of Operations
                                            (Audited)

                                               ---------------------------------
                                                  For the year ended April 30,
                                                     2010              2009
                                               ---------------------------------

                                               -----------------  --------------
Sales, net                                           $541,675        $1,034,379
Cost of Goods Sold                                    640,512         1,110,916
                                               -----------------  --------------
       Gross Profit                                   (98,837)          (76,537)
                                               -----------------  --------------

General and administrative expenses                   519,840           489,653
Selling and marketing expenses                         50,459           169,889
Research and development expenses                           -           148,836
Loss on Goodwill                                            -           822,009
Impairment loss on investment                               -
                                               -----------------  --------------
       Loss from operations                          (669,136)       (1,706,924)
                                               -----------------  --------------

  Other income                                          2,800
  Interest expense                                    (78,734)           61,510
                                               -----------------  --------------
       Net other income                               (75,934)          (61,510)
                                               -----------------  --------------

Loss before income tax (expense) benefit             (745,070)       (1,768,434)
       Income tax (expense) benefit                          -                -

                                               -----------------  --------------
Net Loss from Operations                           $ (745,070)     $ (1,768,434)
                                               =================  ==============

Net loss per share:
   Basic                                              $ (0.02)          $ (0.05)
                                               =================  ==============
   Diluted                                            $ (0.02)          $ (0.05)
                                               =================  ==============

Weighted average number of shares outstanding:
   Basic                                           46,666,218        35,560,091
                                               =================  ==============
   Diluted                                         46,666,218        35,560,091
                                               =================  ==============

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





<PAGE>
<TABLE>
<CAPTION>


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


                                                                                             Additional       Common
                                                Common Stock           Preferred Stock         Paid-In        Stock     Subscription
                                              Shares      Amount     Shares      Amount        Capital      Subscribed   Receivable
                                           ------------- ---------- --------- ------------- -------------- -------------------------
Balance - April 30, 2008                     35,560,091    $ 3,556         -           $ -    $ 2,419,032     $ 10,000     $ (3,000)
Net loss
                                           ------------- ---------- --------- ------------- -------------- ------------ ------------
Balance - April 30, 2009                     35,560,091    $ 3,556         -           $ -    $ 2,419,032     $ 10,000     $ (3,000)

Stock issued for subscription payable                                     20       240,000
Stock issued to Directors                        50,000          5                                  3,157
Stock issued for subscription payable        11,091,250      1,109                                661,629
Stock issued for accrued liabilities          4,135,000        413                                413,087
Shares issued for rent                           70,406          7                                  7,033
Stock subscription receivable                   100,000         10                                  9,990      (10,000)       3,000
Net loss
                                           ------------------------ ----------------------------------------------------------------
Balance - April 30, 2010                     51,006,747    $ 5,100        20     $ 240,000    $ 3,513,928          $ -          $ -
                                           ======================== ================================================================

                                       F-4

     The accompanying notes are an integral part of the financial statements

</TABLE>

<PAGE>

              Medina International Holdings, Inc. and Subsidiaries
                 Consolidated Statements of Shareholders' Equity

(continued)


                                                 Accumulated
                                                    Deficit           Totals
                                              --------------- -----------------
Balance - April 30, 2008                        $ (2,929,850)       $ (500,262)
Net loss                                           (1,768,434)       (1,768,434)
                                              --------------- -----------------
Balance - April 30, 2009                        $ (4,698,284)     $ (2,268,696)
                                                                              -
Stock issued for subscription payable                                   240,000
Stock issued to Directors                                                 3,162
Stock issued for subscription payable                                   662,738
Stock issued for accrued liabilities                                    413,500
Shares issued for rent                                                    7,040
Stock subscription receivable                         (3,000)                -
Net loss                                             (742,070)         (742,070)
                                              ----------------------------------
Balance - April 30, 2010                        $ (5,443,354)     $ (1,684,326)
                                              ==================================


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


<PAGE>
<TABLE>
<CAPTION>


              Medina International Holdings, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                    (Audited)
<S>                                                                          <C>             <C>


                                                                           For the year ended April 30,
                                                                            2010               2009
                                                                      ------------------------------------

Cash flows from operating activities:

       Net loss                                                              $ (745,070)     $ (1,768,434)
       Adjustments to reconcile net loss to net cash
         used in operating activities:

              Compensatory stock issuances                                       10,202                 -
              Depreciation                                                      165,066           143,002

              Goodwill write off                                                      -           882,009
              Write offs - other                                                      -            28,431
              Original issue note discount                                        4,000
              Impairment Loss on Disposal                                         4,562                 -
       Changes in operating assets and liabilities:

              Decrease (Increase) in accounts receivable                        (59,582)           (3,166)
              Decrease  (increase)  in inventory                                245,829          (341,668)
              Increase (decrease) in accounts payable                           121,772           280,532
              Increase (decrease) in accrued liability                          378,119          (342,374)
              Increase in customer deposits                                      65,095           218,405
              Stock subscriptions payable                                                         661,175
              Other assets                                                       (8,249)                -
              Increase (decrease) in other liabilities                           (4,533)                -
                                                                                ---------       ----------
                  Total adjustments                                             922,281         1,526,346
                                                                                ---------       ----------
   Net cash used (received) in operating activities                             177,211          (242,088)
                                                                                ---------       ----------
Cash flows from investing activities:
        Purchase of fixed assets                                                                   (3,586)
                                                                                ---------       ----------
   Net cash used in investing activities                                              -            (3,586)
                                                                                ---------       ----------
Cash flows from financing activities:
      Bank overdraft                                                                                  (20)
      Proceeds from notes payables                                               81,635           176,814
      Payments on notes payables                                                (23,281)          (67,394)
      Proceeds (payments) from lines of credit & credit cards                  (167,918)          172,850
      Proceeds from stock subscription receivable                                 3,000                 -
                                                                                ---------       ----------
   Net cash (used in) provided by financing activities                         (106,564)          282,250
                                                                                ---------       ----------
   Increase (decrease) in cash and cash equivalents                              70,647            36,576
   Cash and cash equivalents - beginning of period                               36,576                 -
                                                                                ---------       ----------
   Cash and cash equivalents - end of period                                  $ 107,223          $ 36,576
                                                                                =========       ==========
Supplemental disclosure of cash flow information:

    Cash paid during the year for Interest, net of amounts capitalized          $ 5,808          $ 28,276
                                                                                =========       ==========
     Income taxes                                                                   $ -               $ -
                                                                                =========       ==========
Supplemental schedule of noncash investing and financing activities:

    Property and equipment additions in accounts payable                            $ -         $ 694,730
    Stock issued for wages payable                                            $ 413,500               $ -
                                                                                =========       ==========

                                 F-6
</TABLE>

     The accompanying notes are an integral part of the financial statements



<PAGE>

 FINANCIAL STATEMENTS

              Medina International Holdings, Inc. and Subsidiaries
                 Notes to the Consolidated Financial Statements
                             April 30, 2010 and 2009

NOTE 1. GENERAL

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

The Company,  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, 2009 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,  2009 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, 2010,
the Company's  current  liabilities  exceeded its current  assets by $2,396,423.
Also, the Company's  operations generated $541,675 in revenue during the current
period ended and the Company's accumulated deficit was $5,443,354.

Management  devoted  considerable  effort during the period ended April 30, 2010
towards  management of liabilities and improving our 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.

                                      F-7
<PAGE>




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.

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, 2010 and 2009 the Company
had no balance in its allowance for doubtful accounts.

                                      F-8
<PAGE>




Advertising costs

Advertising  costs are expensed as incurred.  The Company  recorded  advertising
costs in 2009 and 2010 of $32,676 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.

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, 2009 and 2010 the Company had net operating  loss carry forwards of
approximately  $4,698,284  and  $5,443,354  which  begin to expire in 2029.  The
deferred tax asset of  approximately  $939,383 and  $1,088,308  in 2009 and 2010
respectively,  created by the net  operating  losses  have been offset by a 100%
valuation allowance.  The change in the valuation allowance in 2009 and 2010 was
$353,582 and $148,926.

                                      F-9
<PAGE>




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.

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's products were sold domestically and  internationally.  The Company
does not separate sales activities into different operating segments.

Recently issued accounting pronouncements

 In  June  2009,  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,  2009.  We adopted the
provisions of the standard on September 30, 2009,  which did not have a material
impact  on  our  financial  statements.  There  were  various  other  accounting
standards and interpretations issued in 2009, none of which are expected to have
a material impact on the Company's financial position, operations or cash flows.

                                      F-10
<PAGE>




NOTE 3. Related Party Transactions

As of April 30, 2010 the Company owed  $870,941 to a related  party  shareholder
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 stock to a related party, in accordance  with  fulfillment of a stock
subscription  payable incurred for the acquisition of Modena Sports Design,  LLC
(now Harbor Guard Boats).

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.

At April 30, 2009, 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.

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, 2010 and 2009, receivables consisted of the following:

--------------------------- --------------------------------
       Receivables           For the years ended April 30,
--------------------------- --------------------------------
                                2010              2009
                                ----              ----

Commercial Boats                 $ 62,283       $   -
Other                                  -         3,166

        Total Receivables         $62,283       $3,166
------- ------------------- -------------- -- --------------


                                      F-11
<PAGE>




NOTE 5. Inventory

As of April 30, 2010 and 2009, inventory consisted of the following:

---------------------- ---------------------------------
      Inventory         For the years ended April 30,
---------------------- ---------------------------------
                           2010               2009
                           ----               ----

Raw materials               $ 31,699           $ 39,410
Work in progress             106,477            344,594
Finished goods                26,476             26,477
                       --------------    ---------------
     Total inventory        $164,652           $410,481
---- ----------------- -------------- -- ---------------

NOTE 6. Fixed Assets

At April 30, 2010 and 2009, fixed assets consisted of the following:

------------------------------------- --------------------------------
            Fixed Assets               For the years ended April 30,
------------------------------------- --------------------------------
                                          2010               2009
                                          ----               ----

Machinery and equipment;
      including molds & tools            $1,045,740       $ 1,053,558
Computers                                    13,535            14,420
Furniture                                     2,080             3,120
Office equipments                             3,200             3,200
Fire Extinguisher                               500               500
      Total property and equipment        1,065,055         1,074,798
Less accumulated depreciation             (361,207)         (200,703)
                                      --------------     -------------
      Fixed Assets, net                  $ 703,848          $ 874,095
----- ------------------------------- -------------- --- -------------

NOTE 7. Deposit

At April 30, 2010 and 2009 Deposits were as follows:

------------------------------- ---------------------------------
       Prepaid Expenses          For the years ended April 30,
------------------------------- ---------------------------------
                                    2010                2009
                                    ----                ----

Electricity                           $ 1,680            $ -
Rent                                    6,069              -
Trade show                                500              -
                                --------------      -------------
       Total prepaid expenses         $ 8,249            $ -
------ ------------------------ -------------- ---- -------------

NOTE 8. Accrued Liabilities

Our  accrued  liabilities  for the years  ended  April 30, 2010 and 2009 were as
follows:

------------------------------- -------------------------------
     Accrued Liabilities        For the years ended April 30,
------------------------------- -------------------------------
                                    2010             2009
                                    ----             ----

Interest - shareholders' loan       $  4,047          $ 42,225
Interest - related party               8,500             4,000
Interest - note payable                5,272             1,636
Accrued expenses                       1,295                 -
Accrued payroll                      138,488           296,694
Warranty liabilities                  28,473            33,000
                                -------------    --------------
       Total accrued               $ 186,075         $ 377,555
       liabilities

                                      F-12

<PAGE>




During the year ended April 30, 2010, the Company  transferred  interest accrued
for  shareholder  loans  into the  shareholders'  loan  account in the amount of
$75,155.

For the year ended April 30, 2010,  the Company has accrued  $28,473 in warranty
liabilities.

NOTE 9. Short-Term Debt

------------------------------- -------------------------------
       Short-term debt          For the years ended April 30,
------------------------------- -------------------------------
                                    2010             2009
                                    ----             ----

Loan - Financial Institution        $ 94,932          $ 75,347
Credit card                          119,826           190,005
                                -------------    --------------
       Total short-term debt        $214,758          $265,352
------ ------------------------ ------------- -- --------------

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, 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 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.

NOTE 11. Customer Deposit

Deposits from customers consists of the following:

------------------------------- -------------------------------
       Customer Deposit         For the years ended April 30,
------------------------------- -------------------------------
                                    2010             2009
                                    ----             ----

Deposit for commercial boats       $ 287,500         $ 222,405
Deposit for recreational boats        20,500            20,500
                                -------------    --------------
       Total customer deposit      $ 308,000         $ 242,905


                                      F-13
<PAGE>




NOTE 12. Notes Payable

------------------------------- -------------------------------
        Notes Payable           For the years ended April 30,
------------------------------- -------------------------------
                                    2010             2009
                                    ----             ----

Note payable - related party        $ 65,000          $ 50,000
Note payable - others                 39,000            14,000
                                -------------    --------------
       Total notes payable         $ 104,000          $ 64,000

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, 2010, Shareholder loans consisted of the following:

------------------------------------ --------------------------------
        Shareholders' Loans           For the years ended April 30,
------------------------------------ --------------------------------
                                         2010              2009

Daniel Medina, President                 $156,743          $ 107,399
Madhava Rao Mankal, CFO                   250,474            204,314
                                     -------------    ---------------
       Total shareholders' loan          $407,217          $ 311,713

During the year ended April 30, 2010, the Company  transferred  interest accrued
for  shareholder  loans  into the  shareholder  loan  account  in the  amount of
$77,155, which was the interest expense incurred on the loans in 2010.

Shareholder loans are unsecured, bear interest at 0 - 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 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.

The  Company  accounted  for the  acquisition  of 100%  equity of  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 in cash.

                                      F-14
<PAGE>




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.  In  addition,  the  amount  of  $276,845  was  considered  as
intercompany  receivables in Modena Sport Designs,  Inc., which were recorded in
Medina  International  Holdings,  Inc.  books as Goodwill write off for the year
ended April 30, 2009 and  consequently  adjusted  Modena  Sport  Designs,  LLC's
equity of 114,835 as at the end of June 18, 2008 to  Goodwill  write off for the
year ended April 30, 2009.

-------------------------------------------
        Modena Sport Designs, LLC
-------------------------------------------
           As of April 30, 2009

Shares                            $660,000
Intercompany receivables          276,845
Modena Sport Designs, LLC         (114,835)
                                  ---------
Total Goodwill                    $822,010

Contingent  payment - The contingent  payment of $800,000,  out of $1,000,000 in
liability,  is in addition to the pre-existing license agreement with Mr. Albert
Mardikian,  current CEO of Modena Sport Designs,  LLC. The Company also retained
Mr. Albert Mardikian, the then owner of Modena Sport Designs, LLC, as the CEO of
the Modena Sport Designs, LLC, after the acquisition  transaction was completed.
The Company had a pre-existing  relationship (license agreement) with Mr. Albert
Mardikian,  at the acquisition date of Modena Sport Designs, LLC., as a licensee
to  manufacture  and  sell  certain  patented   watercrafts   designs  and  pump
technology,  in exchange for royalty. This business combination incorporates the
pre-existing  relationship  and terms  regarding the right to use the patents to
manufacture and sell  watercrafts and pump  technology,  in exchange for royalty
payments.

The following is the condensed balance sheet of Modena Sport Designs, LLC., with
both book and fair values indicated, as of the acquisition date (June 18, 2008):

<TABLE>
<CAPTION>
<S>                                                                             <C>
----------------------------------- ----------- ------------ ---------------------------------- ---------- -----------
Assets                              Book Value  Fair Value   Liabilities  and  Stockholders'    Book       Fair Value
------                              ----------  ----------   ---------------------------------  -----      ----------
                                                             Equity                             Value
                                                             ------                             -----
----------------------------------- ----------- ------------ ---------------------------------- ---------- -----------
Cash                                $ 100,726      $100,726  Accounts payable                     $50,848    $50,848
Accounts Receivables, net             338,100       338,100  Short-term borrowings from           138,444    138,444
                                                              financial institutions
Other receivables                                   276,845
Inventory                           262,685         262,686  Deposits from customers              368,959    368,959
Property, plant, and equipment      -               694,730  Long-term liabilities                  -      1,000,000


                                                             Stockholders' equity (deficit)       143,260    114,836
                                    ----------- ------------                                    ---------- -----------
Total assets                        $701,511    $1,673,087   Total  liabilities and              $701,511 $1,673,087
                                                             stockholders' equity
----------------------------------- ----------- ------------ ---------------------------------- ---------- -----------
</TABLE>

The determination of fair values of each of the acquired company's  identifiable
tangible assets and of its liabilities,  at the date of acquisition, is provided
below:

Accounts Receivables - The amount of accounts receivables is generally collected
within one year or the  Company's  operating  cycle,  whichever  is longer,  and
therefore,  fair value is equal to book value. All of the Company's products are
sold to government agencies or government funded organizations, and Modena Sport
Designs,  LLC.  Customers place orders only if customers have the funds ready to
be disbursed.

Inventory - Inventory consisted of parts and work-in progress.  Parts fair value
is recorded  at current  replacement  cost,  which  equals  book value.  Work-in
progress inventory's fair value is recorded as estimated selling prices less the
sum of the costs of disposal and a normal profit, which equals book value.

Property, plant, and equipment (PPE) - PPE consists of machinery, equipment, and
molds,  which are expected to be used in  operations.  The Company has accounted
for PPE items using current replacement costs for similar capacity.

                                      F-15
<PAGE>




Accounts Payable - The amount of accounts  payables is generally paid within one
year or the Company's operating cycle,  whichever is longer and therefore,  fair
value is equal to book value.

Short-term  borrowings  from financial  institutions  - The  short-term  debt is
intended to be paid within one year or the Company's operating cycle,  whichever
is longer, and therefore, fair value is equal to book value.

Deposits  from  customers  - All  deposits  from  customers  are  expected to be
converted  into  revenue  within  one  year or the  Company's  operating  cycle,
whichever is longer, and therefore, fair value is equal to book value.

Long-term  liabilities- The long-term debt is not expected to be paid within one
year or the Company's operating cycle, whichever is longer.

The following presents the computation of goodwill:

----------------------------------------- ---------- ------------
Purchase price                                       $1,660,000
----------------------------------------- ---------- ------------
Net Working Capital                       $143,260
Property, plant, and equipment             694,730      837,990
                                                     ------------
Goodwill   (excess of cost over fair                   $822,010
value)
----------------------------------------- ---------- ------------

The purchase price for the acquisition of Modena Sport Designs, LLC was computed
as follows:

---------------------------------------------------------------- -------------
Common Stock Issuance: (11,000,000 shares @ $0.06/share)         $   660,000
---------------------------------------------------------------- -------------
Long-term liability                                                1,000,000
                                                                 -------------
Total                                                             $1,660,000
---------------------------------------------------------------- -------------

The  factors  that  contributed  to  a  purchase  price  that  resulted  in  the
recognition  of goodwill  were (i) expansion in  watercraft  models,  (ii) sales
track record, and (iii) exclusive licenses.

No part of this goodwill will be expected to be deductible for tax purposes.

NOTE 15. Goodwill

The  Company  had not  generated  any  material  level  of  revenues  since  its
inception.  Management used FASB ASC 350 to test for goodwill impairment. Due to
adverse changes in business  climate before and after the acquisition date (June
18, 2008) of Modena Sport Designs,  LLC,  management of the Company was not able
to develop  reasonably  supportable  estimates of expected future cash flows for
assets acquired by the Company, without undue cost and effort. Management of the
Company  decided  to  write-off  all  goodwill  ($822,010)  associated  with the
purchase of Modena Sport, LLC in the year acquired.

NOTE 16. 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 51,006,747 and 35,560,091 shares of
its  common  stock  issued  and   outstanding   on  April  30,  2010  and  2009,
respectively.

                                      F-16
<PAGE>




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 cap,
and has voting  rights equal to common stock in an amount equal to the number of
shares that Series A could be converted into.

In 2010, in satisfaction of a stock  subscription  payable incurred in 2009, the
Company issued 20 shares of its Series A preferred stock to two of its executive
officers,  Messrs.  Madhava  Rao Mankal,  CFO of the Company and Daniel  Medina,
President of the Company.  Mr.  Mankal and Mr. Medina each received 10 shares of
Series A preferred stock, which was valued at $240,000 in total.

Stock Subscriptions Payable

The Company at April 30, 2008 had an incurred  obligation to issue 41,250 common
shares for consideration  already rendered of $1,563, and an obligation to issue
20 Series A preferred shares for consideration already rendered of $240,000, for
a total  stock  subscription  payable  liability  of  $241,563.  When  added  to
additional  activity  in 2009,  at April 30,  2009 The  Company  had an incurred
obligation to issue 11,091,250 common shares for consideration  already rendered
of  $662,738,  and an  obligation  to issue 20  Series A  preferred  shares  for
consideration  already  rendered of  $240,000,  for a total  stock  subscription
payable liability of $902,738.  In 2010 all subscription payables were fulfilled
by the issuance of the common and preferred shares owed.

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, 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.

Our consolidated contractual obligations as of April 30, 2010, are as follows:

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

April 30, 2011                                     $ 52,836
April 30, 2012                                       68,544
April 30, 2013                                       72,828
                                        --------------------
      Total operating lease obligation            $ 194,208
------- ------------------------------- --------------------


Prior to February 3, 2010, 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, 2010, with $57,000 incurred in fiscal year 2010. The Company moved its
operations to Corona in February of 2010.

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.


                                      F-17

<PAGE>

                                   SIGNATURES

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



                                        MEDINA INTERNATIONAL HOLDINGS, INC.
                                             (a Colorado corporation)


Date: July 29, 2010                          By: /s/Daniel F. Medina
                                                 --------------------
                                                Daniel F. Medina,
                                                President & Director


Date: July 29, 2010                        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: July 29, 2010                           By: /s/Daniel F. Medina
                                                  -------------------
                                                 Daniel F. Medina,
                                                 President & Director


Date: July 29, 2010                         By: /s/Madhava Rao Mankal
                                                ---------------------
                                              Madhava Rao Mankal,
                                              Chief Financial Officer & Director


Date: July 29, 2010                          By: /s/Mike Swanson
                                                 ---------------
                                                Mike Swanson,
                                                Director


Date: July 29, 2010                          By: Mike Gallo
                                                 ----------
                                                Mike Gallo,
                                                 Director


                                       34