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, 2009

[ ] 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.)

                    2051 Placentia Ave., Costa Mesa, CA 92627
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

Title of each class registered              Name of each exchange
                                             on which registered
----------------------------------          ------------------------
         Not Applicable                         Not Applicable

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

                                  Common Stock
                                  ------------

                                (Title of Class)
<PAGE>


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. |_|

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K (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. |X|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definitions  of "large  accelerated  filer,"  "accelerated  filer" and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

--------------------------------------------------------------------------------
Large accelerated filer    [___]         Accelerated filer     [___]
--------------------------------------------------------------------------------
Non-accelerated filer      [___]         Smaller reporting company [_X_]
--------------------------------------------------------------------------------

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

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant  does not have an aggregate  market value,  since the common stock of
the registrant does not trade on any market, at the time of this filing.

There were 35,560,091 shares outstanding of the registrant's  Common Stock as of
October 19, 2009.

<PAGE>



State  issuer's  revenues  for its most  recent  fiscal  year:  $0.  There  were
35,560,091 shares of the Registrant's common stock outstanding as of October 19,
2009. The aggregate  market value of the 35,560,091  shares of common stock held
by  non-affiliates  of the Registrant is  approximately  $2,133,606 based on the
closing market price of $0.06 per share on October 19, 2009.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


Transitional Small Business Disclosure Yes [ ] No [X]





<PAGE>







                       MEDINA INTERNATIONAL HOLDINGS, INC.
                        2009 ANNUAL REPORT ON FORM 10-K

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                    <C>


   ITEM          DESCRIPTION                                                           PAGE
---------
                                    PART I.

ITEM 1.          DESCRIPTION OF BUSINESS                                                   1

ITEM 2.          DESCRIPTION OF PROPERTY                                                  18

ITEM 3.          LEGAL PROCEEDINGS                                                        18

ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                      18

                                    PART II.

ITEM 5.          MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS    19

ITEM 6.          SELECTED FINANCIAL DATA                                                  20

ITEM 7.          MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                 OF OPERATIONS                                                            20

ITEM 8.          FINANCIAL STATEMENTS                                                     30

ITEM 9           CHANGES IN  ACCOUNTANTS  AND  DISAGREEMENTS  ON ACCOUNTING  AND
                 FINANCIAL DISCLOSURE                                                     30

ITEM 9a          CONTROLS AND PROCEDURES                                                  30

ITEM 9(A)T.      INTERNAL CONTROLS AND PROCEDURES                                         31

                                   PART III.

ITEM 10.         DIRECTORS AND EXECUTIVE  OFFICERS OF THE REGISTRANT AND COMPLIANCE WITH
                 SECTION 16(A)                                                            32

ITEM 11.         EXECUTIVE COMPENSATION                                                   36

ITEM 12.         SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND   41
                 RELATED STOCKHOLDER MATTERS.

ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                          41

ITEM 14.         PRINCIPAL ACCOUNTANT FEES AND SERVICES                                   42

                                    PART IV.

ITEM 15.         EXHIBITS                                                                 43

SIGNATURE                                                                                 44



</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

Mission Statement

Medina  International  Holdings' mission is to be the most successful company in
the world at delivering the best products and services to aid  organizations and
personnel  who  risk  their  lives  to  save  others.   We  will  meet  customer
expectations  with high  quality  products  at  competitive  prices and  provide
premium  customer  support.  We  will  strive  to  produce  and  operate  in  an
environmentally   friendly  manner,   continually  improving  our  environmental
footprint.  We seek to provide healthy  financial  rewards for investors,  while
gaining long-term  relationships  with business partners and the community.  Our
employees will be provided with ample  opportunities  for growth and enrichment.
We intend to conduct business with honesty, integrity, openness, and fairness.

Company 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 2051  Placentia Ave, Costa
Mesa, CA 92627 and our telephone number is (909) 522-4414.

Medina  International  Holdings,   Inc.,  a  publicly  traded  holding  company,
manufactures  high  quality  and  innovative  products  and  services  to assist
emergency and defense organizations and personnel. The products are manufactured
under 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."

                                       1

<PAGE>

In 2004, after the change of our management, the board and shareholders approved
the name change to Medina  International  Holdings,  Inc.  At the 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.  Since  these  organizational  restructurings,  we have  pursued a
business  plan that  focuses  on the  manufacturing  of  watercraft  for  rescue
operations, as well as recreational use.

Prior to the  organizational  restructuring,  we intended to purchase  low power
television licenses or stations and planned to broadcast local programming mixed
with appropriate  national  programming.  We were unsuccessful in our attempt to
enter the low power television business.

In 2006,  Medina Marine,  Inc. was formed in the State of California,  in May of
2006, as a wholly owned  subsidiary  for the sole purpose of  manufacturing  the
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 sold 21  watercrafts  domestically  and  internationally
since its  inception.  Harbor  Guard  Boats has eight (8)  models of  commercial
watercrafts,  ranging  from 12' to 37' in length.  The  revenue of Harbor  Guard
Boats,  Inc. from inception up to the acquisition  date will not be reflected on
the consolidated financial statements of Medina International Holdings, Inc.

Harbor Guard Boats ("HGB") designs,  manufactures, and markets high-performance,
hand-laid  fiberglass,  commercial  boats  ranging from 12' to 37',  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.

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

You can access the latest videos of our products using the following links:

http://www.youtube.com/medinamarine
http://www.youtube.com/hgboats

                                       2
<PAGE>






Our Company operates under the following exclusive licenses:


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

Agreements

On June 18, 2008 the following agreements were entered:

       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  will be  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.

Prior to June 18,  2008,  the  Company had entered  into the  following  license
agreements,  all of which have been  rescinded  as a result of the June 18, 2008
License Agreement.

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

                                       3
<PAGE>





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

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

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

Product Description

Medina International  Holdings,  Inc.  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 12' to 37' in length.

12' Interceptor  (Rescue Only) - With a patented V-hull,  the 12' rescue boat is
designed to keep stability and  quick-response  in mind while serving to protect
the waterways. With a powerful jet engine, this watercraft can reach speed of up
to 50 mph. In addition,  our 12' rescue boat can pick-up speed from a standstill
and can be stopped  from high power  movement  within a matter of seconds.  This
light-weight vessel can accommodate up to 4 people at a time, including multiple
containment area for patients.

15'  Interceptor  (Rescue  and Fire  Rescue) - With a patented  V-hull,  the 15'
rescue boat is  designed  to keep  stability  and  quick-response  in mind while
serving to protect the waterways.  With a powerful jet engine,  this  watercraft
can reach  speed of up to 50 mph. In  addition,  our 15' rescue boat can pick-up
speed from a  standstill  and can be stopped from high power  movement  within a
matter of seconds.  This light-weight vessel can accommodate up to 6 people at a
time, including multiple containment area for patients.

The 15' Fire Rescue model offers a patented  water pump,  in addition to all the
features mentioned in the 15' Rescue model, draws water from underneath the boat
and sprays at 750 GPM.

21'  Rescue  and Fire  Rescue-  The  Company  is  currently  in the  process  of
completing a prototype model of the 21' Fire Rescue model for testing.

                                       4
<PAGE>





This  particular  boat is 21 feet  in  length  and  has a CAT  bottom  hull  for
additional stability. Our 21' rescue model comes with five medical compartments,
storage  space  for  spine  boards,  and dive  area in the front and back of the
watercrafts.  This  watercraft  is  designed  to hold a powerful  engine and can
accommodate three crew members and four patients at one time.

The Company's 21' Fire Rescue model offers an additional feature compared to the
21' Rescue boat. It includes patented water pump draws water from underneath the
boat and sprays at 750 GPM.

The Firehawk Defender is a quick response solution,  strictly designed and built
to save lives in marine emergencies and security  situations.  These watercrafts
have hulls with dual closed cell foam filled cavities and self bailing deck.

Firehawk Model comes in 18', 24'/26', 28', 30'and 37' in length.

Firehawk Defender 18 - Patented - Dual 7' collapsible dive platform doors. These
doors are manually  controlled.  The doors (foam  filled) float on the waterline
when completely lowered providing multiple patient access in a rescue situation.
These doors also provide a flat waterline platform for dive exercises and rescue
basket area for easier  helicopter  attachment  and removal.  When both Port and
Starboard  doors are lowered  these also provide  additional  boat  stability in
heavy seas.

The Outboard  Firehawk  (Fire model) also  provides a 1200 GPM fire pump and bow
mounted  monitor  for  fire   suppression   (water  and  foam)  and  "pump  out"
capabilities.  The below deck fire pump is  directly  plumbed  through  the keel
(Patented).  The pump is always primed and can supply water with a turn of a key
for the fire pump engine.

The Twin Jet Drive  Firehawk  allows  water to be  diverted  from one of the jet
drives to provide 1200 GPM.  This system  avoids the cost of the  separate  Hale
pump and engine.  The deck is also self  bailing  with the open transom and side
dive door design allowing water to escape from the deck quickly.

This  watercraft's  hull design  creates a minimal wake  designed for high speed
pursuit in "no wake" areas as well as rescue situations in heavy seas.

Firehawk  Defender 24'/26' - Patented - Dual 8' collapsible dive platform doors.
These doors are  hydraulically  controlled  from the drivers' helm with a manual
override. The doors (foam filled) float on the waterline when completely lowered
providing  multiple  patient  access in a rescue  situation.  These  doors  also
provide a flat waterline  platform for dive exercises and rescue basket area for
easier helicopter attachment and removal.

When both Port and  Starboard  doors are lowered  these also provide  additional
boat stability in heavy seas.

The  FIREHAWK  (Fire  model)  also  provides  a 1200 GPM Hale  fire pump and bow
mounted  Elkhart  monitor for fire  suppression  (water and foam) and "pump out"
capabilities.  The below deck fire pump is  directly  plumbed  through  the keel
(Patented).  The pump is always primed and can supply water with a turn of a key
for the fire pump engine.

The Twin Jet Drive  Firehawk  can utilize one of the jet drives to divert  water
for fire  suppression.  This system  also  provides  1200 GPM.  With either fire
suppression  system  there is  always  full  maneuverability  of the  boat  will
pumping. The deck is also self bailing with the open transom design and with the
side dive doors allowing water to escape from the deck.

Firehawk Defender 28 - Patented - Dual 8' collapsible dive platform doors. These
doors  are  hydraulically  controlled  from  the  drivers'  helm  with a  manual
override. The doors (foam filled) float on the waterline when completely lowered
providing  multiple  patient  access in a rescue  situation.  These  doors  also
provide a flat waterline  platform for dive exercises and rescue basket area for
easier helicopter attachment and removal.

                                       5
<PAGE>




When both Port and  Starboard  doors are lowered  these also provide  additional
boat stability in heavy seas.

Patented  Multi  Function  Combo Drive System (MCD) - This system is  configured
with twin 4-stroke  Outboards  and a single V8  Mercruiser  Inboard / Jet drive.
This system offers the best of worlds,  performance  of Twin 4 stroke  outboards
and the shallow water capability and safety of using a jet drive during a rescue
situation  (no moving  props!)  The Jet also  serves a dual  purpose by not only
helping with propulsion, but also acting as an approximately 2000 GPM fire pump.
Water is diverted from the jet drive to 1 or 2 monitors. From 1 monitor pressure
is approximately 145 psi, from 2 monitors -125 psi.

Boat can maneuver  with just the Twin  Outboards  with top speeds around 64 mph,
with just the  single  jet for  speeds  around 45 mph,  or with all 3 drives for
speeds around 70 mph. The deck is also self bailing with the open transom design
and with the side dive doors allowing water to escape from the deck.

Firehawk Defender 30 - Patented - Dual 8' collapsible dive platform doors. These
doors  are  hydraulically  controlled  from  the  drivers'  helm  with a  manual
override. The doors (foam filled) float on the waterline when completely lowered
providing  multiple  patient  access in a rescue  situation.  These  doors  also
provide a flat waterline  platform for dive exercises and rescue basket area for
easier helicopter attachment and removal. When both Port and Starboard doors are
lowered these also provide additional boat stability in heavy seas.

The Firehawk  (Fire  model) also  provides up to 3000 GPM fire pump and Twin bow
monitors for fire suppression (water and foam) and "pump out" capabilities.  The
below deck fire pump is directly plumbed through the keel  (Patented).  The pump
is always  primed  and can  supply  water with a turn of a key for the fire pump
engine.

The deck is also self  bailing  with the open  transom  design and with the side
dive door opening acting as 8' deck drains allowing any water to escape from the
deck. The Enclosed Pilot House design also allows for added  protection and heat
and AC in foul weather and extreme sea conditions.

Firehawk Defender 37- Patented - Dual 8' collapsible dive platform doors.  These
doors  are  hydraulically  controlled  from  the  drivers'  helm  with a  manual
override. The doors (foam filled) float on the waterline when completely lowered
providing  multiple  patient  access in a rescue  situation.  These  doors  also
provide a flat waterline  platform for dive exercises and rescue basket area for
easier helicopter attachment and removal. When both Port and Starboard doors are
lowered these also provide additional boat stability in heavy seas.

The Firehawk  (Fire  model) also  provides up to 3000 GPM fire pump and Twin bow
monitors for fire suppression (water and foam) and "pump out" capabilities.  The
below deck fire pump is directly plumbed through the keel  (Patented).  The pump
is always  primed  and can  supply  water with a turn of a key for the fire pump
engine.

The deck is also self  bailing  with the open  transom  design and with the side
dive door opening acting as 8' deck drains allowing any water to escape from the
deck. The Enclosed Pilot House design also allows for added  protection and heat
and AC in foul weather and extreme sea conditions.

         Recreational  Boats The Company has acquired the license to manufacture
and sell  22'  Vortex  and  metricconverterProductID30'30'  Modena  recreational
boats. Company has made arrangements to get the manufacture of hull and deck for
22' vortex in Dalian China.  Also,  we have the Mold for 30' Modena.  There is a
great demand for the recreational sports models.

Vortex -This patented watercraft is 22' long and reaches speeds of up to 60 MPH.
The  boat  embraces  a blend  of the  latest  technology  and  can  seat up to 7
passengers.  The Vortex  also  includes a V-birth  cabin that can seat up to two
people.

Modena 30' - This watercraft is 30' long and reaches speeds of up to 60 MPH. The
boat embraces a blend of the latest technology and can seat up to 12 passengers.
The Modena also includes a V-birth  cabin that can seat up to 4 persons.  Modena
comes with Open and Closed Bowl Technology combined as one unit.

                                       6


<PAGE>


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

Medina Marine,  Inc., in May of 2009,  decided to pursue the  manufacturing  and
marketing of watercraft products utilizing aluminum materials.

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 waters with
depths of less than 10 feet of water.  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 these designs uses water retrieved from the bottom of the
boat and sprays water at 750-3000 gallons per minute,  without  compromising the
stability  of the craft.  MED 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 departments and rescue departments.

CURRENT OPERATIONS

Our  operations  focused,  up to  April  of  2008,  on  building  of 15' and 21'
watercraft molds. In July, we acquired Harbor Guard Boats, Inc. (formerly Modena
Sport Designs,  LLC). We have  manufactured  and sold 11  watercrafts  since the
acquisition  with total revenues of $1,252,179.  We design,  manufacture,  test,
deliver, and support from a rented facility in Costa Mesa,  California.  We also
store molds for the 21' watercraft in San Bernardino  International Airport, San
Bernardino, California.

                                       7

<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  effort.  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,  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 materials.

There is greater  competition for our 22' Vortex and Modena 30' boats,  than 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 an
advantage over our established and larger competitors.

Sales and Marketing

Units Sold for the year ended April 30, 2009
--------------------------------------------------
Department Type         No. Sold        Percentage
--------------------------------------------------
Fire Department         3               33%
Organization*           1               11%
Emergency               1               11%
Police                  3               33%
Homeland Security       1               11%
                        -------------------
Total                   9              100%
--------------------------------------------------
* - Volunteer Fire Department

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.  However,  the
revenue of Harbor Guard Boats,  Inc. from inception up to the  acquisition  date
will  not be  reflected  on the  consolidated  financial  statements  of  Medina
International Holdings, Inc.

                                       8

<PAGE>

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 & rescue, defense, and emergency purposes.

The types of water bodies in which MIHI's  products are  currently  utilized are
lakes, seas/oceans, and rivers. MIHI's products are currently utilized in lakes,
at 56% of total units sold,  while  products sold to be utilized in  seas/oceans
are 33% of total units sold. Products sold to be used in rivers are 11% of total
units sold.

Our watercrafts are sold to various 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.

The table  below  presents  the  number  of units  sold,  and  their  respective
percentages,  in each region.  Regions are divided into  Eastern  United  States
(including  Midwest),  Western United States,  and  International.  Eastern U.S.
provided more than 2/3 of total units sold for the Company. 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.

Units Sold for the year ended April 30, 2009
--------------------------------------------------
Regional Sales          No. Sold        Percentage
--------------------------------------------------
Eastern U.S.                   7        78%
Western U.S.                   1        11%
International                  1        11%
--------------------------------------------------
Total                          9        100%

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.

                                       9
<PAGE>





Prospective investors should carefully consider the following:

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.

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.

                                       10
<PAGE>





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

         In the  past,  the  trading  price of the  company's  common  stock has
experienced substantial volatility. Sales of substantial amounts of common stock
in the public market could adversely affect  prevailing market prices. As of may
31, 2009,  we had  35,560,091  shares of common stock  outstanding,  of which 12
million is or will be freely tradable,  other than restrictions imposed upon our
affiliates.  An  additional  12 million  shares are subject to  restrictions  on
trading,  but will  become  freely  tradable  upon  removal of the  restrictions
placed.  The average daily trading volume of shares from January 2007 to present
was  approximately  1,400 shares.  The freely  tradable  shares,  along with the
contractually  restricted shares,  are significantly  greater in number than the
daily average trading volume of our shares. If the selling stockholders,  or the
holders of the freely tradable shares,  were to sell a significant amount of our
common  stock in the public  market,  the market price of our common stock would
likely be significantly and adversely affected.

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

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

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

               c)   a security listed on Nasdaq;

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

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

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

We will need to raise additional funds which could dilute the shares

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

                                       11
<PAGE>


We may issue  shares to raise  capital or for  services in the future at a price
lower than that paid by current  investors  and such actions  would be dilutive,
even highly  dilutive,  of current  outstanding  shares,  which would  adversely
affect market values

We will need to raise  substantial  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.

Investors must contact a broker-dealer to trade Pink Sheets  securities and as a
result,  investors  may not be able to buy or sell our  securities  at the times
that you may wish

Even though our securities are quoted on the Pink Sheets market, the Pink Sheets
may not permit our investors to sell securities when and in the manner that they
wish.  Because there are no automated systems for negotiating trades on the Pink
Sheets,  they are conducted via telephone.  In times of heavy market volume, the
limitations of this process may result in a significant  increase in the time it
takes to execute investor orders.  Therefore, when investors place market orders
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 45,560,091 shares of common stock outstanding as of August 12,
2009, 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.

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 22,344,000  shares of
common stocks, or the prospect of these sales, could adversely affect the market
price of our common stock.

                                       12
<PAGE>




Our operating  results in future  periods are likely to fluctuate  significantly
and may fail to meet or  exceed  the  expectations  of  securities  analysts  or
investors, and this could affect our market price

Our annual and quarterly operating results are likely to fluctuate significantly
in the  future  due to  numerous  factors,  many of  which  are  outside  of 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.

                                       13
<PAGE>




We have a limited operating history and may never achieve or sustain  profitable
operations.

We have  generated  $1,252,179  in  revenues  from  inception  to date  from our
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
$1,768,434  for the year ended  April 30,  2009.  At April 30,  2009,  we had an
accumulated deficit of $4,698,284.

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.

                                       14
<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,  2009,  had current  liabilities  of  $3,593,014  and
$450,223 in current  assets.  As of April 30,  2009,  we have a working  capital
deficit of approximately  $3,142,791.  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 the
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, and
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.

                                       15
<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 products.

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

                                       16
<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,  the  company's  products  represents an advanced
approach to the industry,  and 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.

The primary business location the company operates may have an adverse effect on
the company's performance

The company's corporate  headquarters,  final boat assembly, and quality control
in a 5,000 sq. ft.  facility  located in Costa Mesa,  California,  strategically
positioned near the Los Angeles and Long Beach Harbors,  in addition to numerous
marine related  suppliers.  In addition,  the commercial boat business unit does
prototyping  and  boat  assembly  at  this  location.  This  agreement  is  on a
month-to-month  basis.  Management  anticipates  that this  arrangement  will be
suitable for our needs for the foreseeable future. If we were to terminate or if
the Costa Mesa arrangement was terminated,  we would have to move our operations
to another  location which is feasible,  cost effective,  and has building codes
that would allow for the manufacturing of our products.

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

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

               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.

                                       17
<PAGE>




Our principal  officers and directors own 71.68% of our stock which, if voted in
a block, will be a controlling  interest and investors will have a limited voice
in our management

Messrs.  Daniel Medina,  Albert  Mardikian and Madhava Rao Mankal,  officers and
directors  of  the  company,   beneficially  own  approximately  71.68%  of  our
outstanding  common stock as of August 12, 2009.  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.

         Conflicts   of  interest   ----  the  board  of   directors  of  Medina
International Holdings, Inc. 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 2. DESCRIPTION OF PROPERTIES

The Company does not own any properties as of the year ended April 30, 2009.

ITEM 3. LEGAL PROCEEDINGS

As of April 30,  2009,  neither the Company nor any member of  management  was a
party to any legal proceedings.

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

None.

                                       18

<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 the 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 in April of 2009. The Company has to file its reports on time
for the next 4 consecutive  quarters, in order to reinstate the Company onto the
Bulletin Board.

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 in market. 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, 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
------------------------------------------------------------------------


                                                High            Low
------------------------------------------------------------------------
Year ended April 30, 2008

First Quarter                                   $1.30           $0.55
Second Quarter                                  $0.55           $0.20
Third Quarter                                   $0.20           $0.01
Fourth Quarter                                  $0.04           $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 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.

                                       19

<PAGE>




ITEM 6. SELECTED FINANCIAL DATA

The following table presents selected historical financial data derived from the
audited Consolidated Financial Statements for two 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.

                                               2009             2008
--------------------------------------------------------------------------------
Operating Results

Net Sales                                       $2,034,379      $  192,800
Cost of Goods Sold                               1,110,916         115,114
Gross Margin                                       (82,537)         77,686
General and Administrative expenses                489,653       1,059,346
Selling & marketing expenses                       169,889          47,946
Research and development expenditures              148,836               -
Other operating expenses                           822,009          68,500
Other income (expenses)                            (61,510)        (34,631)
Net Loss                                        (1,768,434)     (1,142,737)
--------------------------------------------------------------------------------
Balance Sheet

Total assets                                    $ (242,088)      $ 386,776
Total debt                                       3,593,014         887,038
Total Stockholders' equity                      (2,268,696)       (500,262)
--------------------------------------------------------------------------------
Cash Flows

Net cash used by operating activities           $ (242,088)     $  (96,576)
Net cash provided by investing activities           (3,586)        (33,489)
Net cash provided b financing activitie            282,250         124,929
--------------------------------------------------------------------------------

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:

                                       20
<PAGE>




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

            (a)  Volatility  or  decline  of  the  Company's  stock  price;  (b)
            Potential  fluctuation  in  quarterly  results;  (c)  Failure of the
            Company to earn revenues or profits;
            (d) Inadequate  capital to continue or expand its business inability
            to raise  additional  capital or financing to implement its business
            plans; (e) Failure to achieve a business;  (f) Rapid and significant
            changes  in  markets;  (g)  Litigation  with  or  legal  claims  and
            allegations by outside  parties;  and (h)  Insufficient  revenues to
            cover operating costs.

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

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. Our commercial watercrafts
are sold to organizations  dedicated to protecting its country and its citizens.
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 watercrafts.

The Company owns the rights to the following websites:

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

You can access the latest videos of our products using the following links:

http://www.youtube.com/medinamarine
http://www.youtube.com/hgboats

                                       21
<PAGE>




Our Company operates under the following exclusive licenses:

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

--------------------------- -- ------------------ -------------
        Patent No.                 Inventor           Date
--------------------------- -- ------------------ -------------
      U.S. 6,620,003           Albert Mardikian    9/16/2003    Boat Having a Combination of Jets and Outboard Motors and/or
                                                                Extendable hydroplanes

      U.S. 7,004,101           Albert Mardikian    2/28/2006    Boat with Stabilizer Adapted to Serve as Loading Platform

      U.S. 6,343,964           Albert Mardikian     2/5/2002    Jet Boat with Improved Hull Design and Engine Placement

      U.S. 6,168,481           Albert Mardikian     1/2/2001    Jet Boat with Improved Hull Design and Engine Placement
--------------------------- -- ------------------ -------------

</TABLE>

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 to bring to market; 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.

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 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;

                                       22
<PAGE>




Operating Revenues

Our sole source of revenue from our inception is  attributable to our commercial
watercrafts.  Our  company  has sold 11  watercrafts,  and  earned  revenues  of
$1,034,379  for the year ended April 30,  2009 as  compared to $192,800  for the
year  ended  April 30,  2008.  Since  most of our sales  consist  of  commercial
watercrafts,  we do not anticipate offering discounts or other sales incentives.
During the year ended  April 30,  2008,  we offered a discount  of $16,700 as an
incentive for our potential customer to purchase the Company's first watercraft.

Harbor Guard Boats, Inc. has sold 21 boats from its inception.

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


------------------------------------------------------- --------------------------------    --------------    -----------------
                                                          For the Years Ended April 30,     Dollar Change     Percent Change
                                                             2009            2008           2009 vs. 2008     2009 vs. 2008
------------------------------------------------------- --------------- ----------------    --------------    -----------------


Boat Sales, net                                         $1,003,426       $192,800             $810,626                 420%
Spare parts and logistics                                   30,953             --               30,953                  17%
------------------------------------------------------- --------------- ----------------    --------------    -----------------
                                                        $1,034,379       $192,800             $841,579                 437%
</TABLE>


Operating Expenses

Operating  Expenses consists of cost of goods sold,  general and  administrative
expenses, selling expenses, and research and development expenses.

Cost of Goods Sold

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

                                       For the year ended April 30,
                                        2009                  2008
                                        --------------------------
Cost of goods sold                     $1,110,916           $115,114
Gross profit                              (76,537)            77,686
                                      --------------      -----------
Gross profit as a percentage of net sales  (7)%                   67%



General and Administrative Expenses

General and administrative expenses include, but not limited to:

a)   Professional  fees  for  legal,  accounting,  consulting,  and  development
     activities;

b)   Rental Expense (administrative portion only);

c)   Public company related expenditures;

d)   Stock compensation for services rendered to the Company;

e)   Compensation expenses; and

f)   Income taxes.

                                       23
<PAGE>




Selling Expenses

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

Research and Development Expenses

                                            For the year ended April 30,
                                            2009                  2008
                                            --------------------------
Research and development                     $148,836              $0
As a percentage of net sales                      14%               0%

Other Income (Expense)

Other Income (Expense) consists of:

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

Results of Operations

The following  tables  present our results of operations for the two years ended
April 30, 2009 and 2008, as well as the percentage changes from year to year.

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

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

                                                For the
                                               year ended
                                                 April
                                                  30,                             Dollar Change       Percentage Change
                                                  2009             2008           2009 vs. 2008         2009 vs. 2008
--------------------------------------------- ------------- -- --------------    ----------------   ----------------------


Sales, net                                   $1,034,379       $192,800         $ 841,579                    437%

Cost Of Goods Sold                            1,110,916        115,114           995,802                    865%
                                              -------------    --------------    ----------------   ----------------------

       Gross Profit                             (76,537)        77,686          (154,223)                  -199%
                                              -------------    --------------    ----------------   ----------------------

General and administrative expenses             489,653      1,059,346          (569,563)                  -54%
Selling and marketing expenses                  169,889         57,946           111,943                   193%

Research and development expenses               148,836              -           148,836                      -
Loss on Goodwill                                822,009              -           822,009                      -
Impairment loss on investment                         -         68,500           (68,500)                  -100%
       Loss from operations                  (1,706,924)    (1,108,106)         (598,818)                    54%

  Other income                                        -              -                 -                      -

  Interest expense                               61,510         34,631            26,879                     78%
       Net other income                         (61,510)       (34,631)          (26,879)                    78%

Loss before income tax (expense) benefit     (1,768,434)    (1,142,737)         (625,697)                    55%
       Income tax (expense) benefit                  -              -                 -                       -


Net Loss from Operations                    $(1,768,434)   $(1,142,737)        $(625,697)                    55%
                                          =============    ==============    ================   ======================


</TABLE>

                                       24

<PAGE>



2009 Compared to 2008

Sales.  The increase in sales for the year ended April 30, 2009 of $841,579,  or
437%,  was  primarily  due to sales of  commercial  watercrafts  by Harbor Guard
Boats,  Inc., wholly owned subsidiary of the Company since July 18, 2008. Harbor
Guard  Boats  sold 8  watercrafts  during  the year ended  April 30,  2009.  The
Firehawk  models  (24'/26' and 28') were the highest  selling models with 67% of
the total dollar sales.  Medina  Marine,  Inc.,  wholly owned  subsidiary of the
company,  sold one (1)  Interceptor 12' model for the year ended April 30, 2009.
During  the  year  ended  April  30,  2008,  we  sold  two (2)  Interceptor  15'
watercrafts for net dollar sales of $192,800. Since most of our sales consist of
commercial  watercrafts,  we do not anticipate offering discounts or other sales
incentives.  During  the year ended  April 30,  2008,  we offered a discount  of
$16,700 as an  incentive  for our  customer  to  purchase  the  Company's  first
watercraft. Since our inception, we have not sold any recreational watercrafts.

Cost of goods sold.  The increase in cost of goods sold for the year ended April
30, 2009 of $1,110,916,  or 870%, was primarily due to the acquisition of Harbor
Guard Boats,  Inc.,  wholly owned subsidiary of the Company since July 18, 2008,
and the  increase in sales  activity due to the  acquisition.  Our cost of goods
sold comprise of direct  material,  direct labor,  and production  overhead.  We
include royalty payments,  for the use of the patents, as part of the production
overhead.  Our  royalty  expense  was  $43,343  for year ended April 30, 2009 as
compared to $2,629 for the year ended April 30, 2008.  We estimated  and accrued
$33,000 of warranty  reserve.  Our  warranty  expense was $65,558 for year ended
April 30, 2009 as compared to none for the year ended April 30, 2008.

                                       25
<PAGE>

General and Administrative

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

                                                For the Years Ended April 30,       Dollar Change    Percent Change
                                                     2009              2008          2009vs 2008     2009vs2008
                                                     --------------------------------------------------------------

General and Administrative                           489,653           1,059,346       $(575,693)        -54%

</TABLE>

Selling and marketing expenses. The increase in selling expenses of $111,943, or
193%,  during the year ended April 30, 2009 compared to the year ended April 30,
2008, was primarily due to the  acquisition of Harbor Guard Boats,  Inc. and its
operating  activities.  Due to the higher unit sales of our products  during the
year ended April 30,  2009,  we  incurred  $101,624  in  commission  expenses as
compared to $26,510 during the year ended April 30, 2008.

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



Selling and Marketing Expenses                       For the Years Ended April 30,      Dollar Change   Percent Change
                                                     2009              2008                2009vs 2008    2009vs2008
                                                     ----------------------------------------------------------------

Selling and Marketing Expenses                       $169,889          $57,946            $111,943          193%

</TABLE>

Depreciation  and  amortization  expenses.  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.

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

Depreciation and Amortization                        For the Years Ended April 30,      Dollar Change  Percent Change
                                                     2009              2008                2009vs 2008  2009vs2008
                                                     ----------------------------------------------------------------
Depreciation and Amortization                        $142,184          $58,519          $83,665           143%
</TABLE>

Other Expenses.  Our other expenses increased  $26,879,  or 78%, during the year
ended April 30, 2009,  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, 2009 was $42,225
compared  to $40,134  during the year ended  April 30,  2008.  We also  incurred
interest on related party  liabilities of $4,000 during the year ended April 30,
2009 compared to none during the year ended April 30, 2008.

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

Other Income (Expense)                      For the Years Ended April 30,       Dollar Change    Percent
Change
                                            2009              2008                2009vs 2008  2009vs2008
                                            -------------------------------------------------------------
Other Income                                    -               -                  -              -
Other Expense                               $61,510           $34,631           $26,879          78%

</TABLE>

                                       26
<PAGE>

Net Loss. Based on the explanations  described above, our net loss of $1,768,434
for the  year  ended  April  30,  2009  increased  by  $625,697,  or  55%,  from
$1,142,737, for the year ended April 30, 2008.

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

Net Loss                                    For the Years Ended April 30,       Dollar Change    Percent Change
                                            2009              2008                2009vs 2008  2009vs2008
                                            -------------------------------------------------------------
Net Loss                                    $(1,768,434)      $(1,142,737)      $(625,697)       55%

</TABLE>


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

Liquidity and Capital Resources

------------------------------------------------------- -----------------------------------
Cash Flow - Snapshot                                      For the Years Ended April 30,
                                                              2009              2008
------------------------------------------------------- ----------------- -----------------


Net cash provided by (used in) operating activities    $(242,088)        $(96,576)
Net cash provided by (used in) investing activities       (3,586)         (33,489)
Net cash provided by (used in) financing activities      282,250           124,929
------------------------------------------------------- ----------------- -----------------
</TABLE>

As of April 30,  2009,  the Company had $36,577  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 was represented  mainly
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
$909,854  are  included  in the  current  liabilities.  At April 30,  2009,  the
Company's current liabilities exceeded current assets by $3,142,791.

As of April 30, 2008, the Company had no cash on hand,  inventory of $68,813 and
net fixed assets of $317,963.  The  Company's  total  current  liabilities  were
$887,038 as of April 30, 2008, which was represented  mainly accounts payable of
$190,359,  accrued  liabilities of $40,952,  deposits from customers of $24,500,
short-term  debt  of  $17,156,   short-term  loans  from  shareholders  totaling
$361,688,  and stock subscriptions  payable of $241,563.  At April 30, 2008, the
Company's current liabilities exceeded current assets by $818,225.

The Company used $242,088 in operating  activities  for the year ended April 30,
2009 compared to usage of $96,576 for year ended April 30, 2008.

The Company  used cash of $3,586 in investing  activities  during the year ended
April 30,  2009.  For the year ended April 30,  2008,  the Company had used cash
$33,489 for manufacturing of the molds for the fire and rescue watercrafts.

During  the year  ended  April  30,  2009,  the  Company  obtained  $282,250from
financing  activities,  which  included  the  $172,850  increase in the lines of
credits and credit  cards held by the  Company.  During the year ended April 30,
2008, the Company obtained  $124,929 from financing  activities,  which included
the $11,649  decrease in the lines of credits  held by the Company and  $216,259
obtained through the issuance of notes payables.  In addition,  the Company sold
shares of its common stock for $16,000.

                                       27
<PAGE>




The Company has an  accumulated  deficit,  as of April 30, 2009,  of  $4,698,284
compared to the year ended April 30, 2008 of $2,929,850.

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, 2009, we do not have any obligation under certain  guarantees or
contracts as defined above.

As of April 30,  2009,  we do not have any  retained or  contingent  interest in
assets as defined above.

As of April  30,  2009,  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,  2009,  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,  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.

                                       28
<PAGE>




Critical Accounting Policies and Estimates

     In June 2008, the Financial  Accounting  Standards Board ("FASB")  ratified
Emerging  Issues Task Force  ("EITF")  Issue No. 07-5,  "Determining  Whether an
Instrument (or an Embedded  Feature) is indexed to an Entity's Own Stock" ("EITF
07-5").  EITF 07-5  provides  that an entity  should use a two step  approach to
evaluate whether an equity-linked  financial instrument (or embedded feature) is
indexed to its own  stock,  including  evaluating  the  instrument's  contingent
exercise and settlement  provisions.  It also clarifies on the impact of foreign
currency  denominated  strike  prices and market  based  employee  stock  option
valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years
beginning  after  December 15, 2008.  The adoption of EITF 07-5 will not have an
impact on our consolidated financial position and results of operations.

     In May 2008, the FASB issued  Statement of Financial  Accounting  Standards
No. 162 ("SFAS No.  162"),  "The  Hierarchy  of  Generally  Accepted  Accounting
Principles."  SFAS No. 162 identifies  the sources of accounting  principles and
the framework for selecting the principles  used in the preparation of financial
statements that are presented in conformity with generally  accepted  accounting
principles.  SFAS No. 162 becomes effective 60 days following the Securities and
Exchange  Commission's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, "The Meaning of Present Fairly in Conformity  With
Generally Accepted Accounting Principles." We do not expect that the adoption of
SFAS  No.  162  will  have  a  material  impact  on our  consolidated  financial
statements.

     In April 2008, the FASB issued FSP No. 142-3 ("FSP 142-3"),  "Determination
of the Useful Life of Intangible Assets." FSP 142-3 amends the factors an entity
should  consider  in  developing  renewal  or  extension   assumptions  used  in
determining the useful life of recognized intangible assets under FASB Statement
No. 142,  "Goodwill  and Other  Intangible  Assets."  This new guidance  applies
prospectively  to  intangible  assets that are acquired  individually  or with a
group of other assets in business combinations and asset acquisitions. FSP 142-3
is  effective  for  financial  statements  issued for fiscal  years and  interim
periods  beginning after December 15, 2008. Early adoption is prohibited.  Since
this  guidance  will be applied  prospectively,  on  adoption,  there will be no
impact to our current consolidated financial statements.

     In March 2008,  the FASB,  affirmed the  consensus  of FASB Staff  Position
(FSP) Accounting  Principles  Board Opinion No. 14-1 (APB 14-1),  Accounting for
Convertible  Debt  Instruments  That  May Be  Settled  in Cash  upon  Conversion
(Including  Partial Cash  Settlement),  which  applies to all  convertible  debt
instruments  that  have  a  net  settlement  feature;   which  means  that  such
convertible  debt  instruments,  by their terms, may be settled either wholly or
partially in cash upon conversion.  FSP APB 14-1 requires issuers of convertible
debt instruments that may be settled wholly or partially in cash upon conversion
to  separately  account  for the  liability  and equity  components  in a manner
reflective of the issuer's nonconvertible debt borrowing rate. Previous guidance
provided for accounting for this type of convertible debt instrument entirely as
debt. FSP APB 14-1 is effective for financial statements issued for fiscal years
beginning after December 15, 2008 and interim periods within those fiscal years.
The  adoption  of FSP  APB  14-1  will  not  have  an  impact  on our  financial
statements.

     In March 2008, the FASB issued SFAS No. 161  Disclosures  about  Derivative
Instruments and Hedging Activities.  SFAS No. 161 requires additional disclosure
related to derivatives  instruments  and hedging  activities.  The provisions of
SFAS No. 161 are  effective  as of January 1, 2008 and the Company is  currently
evaluating the impact of adoption.

     In  February  2008,  the FASB  issued  FASB FSP 157-2,  which  delayed  the
effective  date of SFAS No. 157 for all  nonfinancial  assets  and  nonfinancial
liabilities,  except those that are recognized or disclosed at fair value in the
financial  statements  on a recurring  basis (at least  annually),  until fiscal
years beginning after November 15, 2008, and interim periods within those fiscal
years. These nonfinancial items include assets and liabilities such as reporting
units  measured  at fair value in a goodwill  impairment  test and  nonfinancial
assets acquired and  liabilities  assumed in a business  combination.  Effective
January 1, 2008,  we adopted SFAS No. 157 for financial  assets and  liabilities
recognized at fair value on a recurring  basis. The partial adoption of SFAS No.
157 for financial  assets and  liabilities did not have a material impact on our
consolidated financial position, results of operations or cash flows.

                                       29
<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  $3,142,791,  no  significant  cash,  minimal  other
assets, and no capital commitments.

ITEM 8. FINANCIAL STATEMENTS

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

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

Jaspers + Hall, PC formerly the  independent  registered  public  accountant for
Medina  International  Holdings,  Inc.  (the  Company),  was  dismissed  as  the
Company's  independent  registered  public accountant on October 21, 2008 due to
the auditor's revocation from the Public Accounting Oversight Board (PCAOB).

In  connection  with audit of fiscal years ended April 30, 2008 and 2007 and the
cumulative  period of May 1, 2008  through July 31, 2008 and through the date of
termination  of  the  accountants,   no  disagreements  exist  with  the  former
independent  registered public accountant on any matter of accounting principles
or practices,  financial statement disclosure,  internal control assessment,  or
auditing  scope  of  procedure,  which  disagreements  if  not  resolved  to the
satisfaction of the former  accountant  would have caused them to make reference
in connection with their report to the subject of the disagreement(s).

The audit  reports by Jaspers + Hall,  PC for the fiscal  years  ended April 30,
2008 and 2007,  contained  an  opinion  which  included a  paragraph  discussing
uncertainties  related to continuation of the Company as a going concern and did
not include an adverse  opinion or a disclaimer of opinion or were not qualified
or modified as to uncertainty, audit scope or accounting principles

On October 21, 2008,  the Board of the Company  approved the  engagement  of new
auditors,  Ronald R.  Chadwick,  PC, of  Aurora,  Colorado  to be the  Company's
independent  registered public accountant to audit for the year ended April 30,
2009 and re-audit for the year ended April 30, 2008.

The action to engage new  auditors was  approved by the Board of  Directors.  No
audit committee exists, other than the members of the Board of Directors.

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.

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:

                                       30
<PAGE>





(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,
2009.  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, 2009.

ITEM 9(A)T. INTERNAL CONTROLS AND PROCEDURES

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

Management is responsible for  establishing  and maintaining  adequate  internal
control over financial reporting.  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.  Based on our evaluation,
management  has concluded,  as of April 30, 2009, we did not maintain  effective
controls over the financial reporting process.

Inherent Limitations over Internal Controls

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.

                                       31
<PAGE>

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                     55  President & Director
------------------------------ ------ --------------------------------------
Madhava Rao Mankal                58  Chief Financial Officer & Director
------------------------------ ------ --------------------------------------
Mike Swanson                      53  Director
------------------------------ ------ --------------------------------------
Mike Gallo                        51  Director
------------------------------ ------ --------------------------------------
Albert Mardikian                  63  CEO, Harbor Guard Boats, Inc.
------------------------------ ------ --------------------------------------

                                       32
<PAGE>







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.


BIOGRAPHIES OF OFFICERS AND DIRECTORS

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

DANIEL MEDINA, PRESIDENT AND DIRECTOR

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

MADHAVA RAO MANKAL, CHIEF FINANCIAL OFFICER AND DIRECTOR

Mr. Mankal has more than 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,  associate member of the Institute of Cost and Works Accountants of India
and Institute of Management  Accountants in the United  States.  He has Bachelor
Degree in Commerce from Bangalore University.

                                       33
<PAGE>




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.

ALBERT MARDIKIAN, CEO, Harbor Guard Boats, Inc.

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 also the owner of Green  Environmental  Waste &  Recycling,  a
solid  waste and  recycling  services  company in Costa  Mesa,  California.  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.

                                       34
<PAGE>





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:

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

Mr. Daniel Medina, President and Director, MIHI               $120,000, plus an expense allowance;

Mr. Madhava Rao Mankal, CFO and Director, MIHI                $120,000, plus an expense allowance;

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

</TABLE>

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

The Company  anticipates  that each employment  agreement into which the Company
will enter will provide for warrants  and/or  options to purchase  shares of the
Company's  Common Stock that vest upon the  achievement  of certain  performance
objectives.  In addition,  the Board of Directors may, at its discretion,  award
these  officers cash bonuses,  options to purchase  shares of Common Stock under
the Company's Stock Option Plan, and such other  compensation,  including equity
based  compensation,  as the Board of Directors,  or a committee thereof,  shall
approve from time to time.

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.

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

                                       35
<PAGE>




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

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

AUDIT COMMITTEE FINANCIAL EXPERT

We  currently  do not  have an  audit  committee.  Board  is  currently  seeking
qualified financial expert and/or members to set up an 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, 2009,
2008, and 2007 the "Named Executive Officers"):
<TABLE>
<CAPTION>


                     SUMMARY EXECUTIVES COMPENSATION TABLE
<S>                          <C>     <C>        <C>        <C>       <C>        <C>              <C>               <C>       <C>

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

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


Daniel Medina,                 2009  -          -          -          -         -                 -                -            -
President &                    2008  -          -          -          -         -                 -                -            -
Director                       2007  -          -          -          -         -                 -                -            -
------------------------    ------- ---------- ---------- ---------- --------- ----------------- ---------------- ----------- ------

Madhava Rao Mankal,            2009  -          -          -          -         -                 -                -            -
CFO &                          2008  -          -          -          -         -                 -                -            -
Director                       2007  -          -          -          -         -                 -                -            -
------------------------    ------- ---------- ---------- ---------- --------- ----------------- ---------------- ----------- ------

Albert Mardikian,              2009  7,000      -          -          -         -                 -                -          7,000
CEO, Harbor Guard Boats, Inc.  2008  -          -          -          -         -                 -                -            -
                               2007  -          -          -          -         -                 -                -            -
----------------------      -------- ---------- ---------- ---------- --------- ----------------- ---------------- ---------- ------

</TABLE>

                                       36
<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 up to April 30, 2009.

--------------------------------------------------------------------------------
                          Option Awards & Stock Awards

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

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

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

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

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

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

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

                                       37
<PAGE>

(continued)

Equity
incentive
plan
awards:
Market or
payout
value of
unearned
shares,
units or
others
rights
that have
not vested
($)
 ------------

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

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

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

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

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

                                       38
<PAGE>


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

Stock Option and Award Plan

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

Under the Plan, 2,000,000 shares of common stock shall be reserved and available
for issuance.  Stock reserved  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.  During the year ended April 30, 2009 no shares were  issued,  During the
year ended April 30, 2008 the Company  issued a total 100,000  shares to two (2)
consultants under the Plan to consultants engaged by the Company.

                                       39
<PAGE>




No options  were  offered or  exercised  during the fiscal years ended April 30,
2009 and 2008.
                                            <TABLE>
<CAPTION>
<S>                                               <C>          <C>        <C>                            <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
------------------------------------------------- ------------ ---------- ------------------------------ ---------------------------


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, 2009:

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

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

                                       40
<PAGE>




No Fees were paid nor any stock awards  provided as Director's  compensation  in
the year ended April 30, 2009.  The Company has 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.

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 August 12, 2009 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  46,560,091  shares of common  stock issued and
outstanding as of July 1, 2009.

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

----------------------------------------------------- --------------- -------------- ------------
                                                                                     Percent of
     Name, Address & Nature of Beneficial Owner       Title of Class     Shares         Class
----------------------------------------------------- --------------- -------------- ------------
Daniel Medina President & Director, 11564 E.
Beverly Blvd.                                          Common Stock   11,099,000       23.79%
----------------------------------------------------- --------------- -------------- ------------
Madhava Rao Mankal, Chief Financial Officer &
Director, 7476 Sungold Ave, Corona, CA 92880           Common Stock   11,245,000       24.16%
----------------------------------------------------- --------------- -------------- ------------
Mike Swanson, Director, 5059 Quail Run Rd, #7,
Riverside, CA 92507                                    Common Stock   55,203            0.12%
----------------------------------------------------- --------------- -------------- ------------
Mike Gallo, Director, 255 Leland Norton Way, San
Bernardino, CA 92408                                   Common Stock   -                 0.00%
----------------------------------------------------- --------------- -------------- ------------
Albert Mardikian, CEO, Harbor Guard Boats, Inc.
2051 Placentia Ave, CA 92627                           Common Stock   11,000,000       23.63%
----------------------------------------------------- --------------- -------------- ------------
Total Officers & Directors, as a group (5
Individuals)                                                          44,399,203       71.68%
----------------------------------------------------- --------------- -------------- ------------
</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.

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.

                                       41
<PAGE>


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, 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.

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

During the year ended April 30, 2009, Mr. Mankal,  the Chief  Financial  Officer
and a Director of the Company, advanced the Company a total of $204,312 in funds
to support our continuing operations.  The 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 $3,000 for review services and $8,000 audit fee
in the fiscal year ended April 30, 2009 and April 2008.

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

                                       42


<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

   21.1           List of Subsidiaries of Medina International Holdings, Inc.
   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.



                                       43


<PAGE>
                              FINANCIAL STATEMENTS
                                TABLE OF CONTENTS
                                                                           PAGE
                                                                         -------
INDEPENDENT AUDITOR'S REPORT............................                     F-1

BALANCE SHEETS................................................               F-2

STATEMENTS OF OPERATIONS .....................................               F-3

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

STATEMENTS OF CASH FLOWS......................................               F-5


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

<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.
Costa Mesa, California

I  have  audited  the  accompanying   consolidated   balance  sheets  of  Medina
International  Holdings,  Inc.  as of April 30,  2008 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, 2008 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.

As discussed in Note 16 to the financial  statements,  management  determined in
the current year that certain  inventory and investment  balances in 2008 should
have been written off.  Accordingly,  the 2008  financial  statements  have been
restated.

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.
                    --------------------------
August 19, 2009     RONALD R.CHADWICK, P.C.






<PAGE>
<TABLE>
<CAPTION>


              Medina International Holdings, Inc. and Subsidiaries
                           Consolidated Balance Sheets
                                    (Audited)
<S>                                                                             <C>                <C>
                                                                                --------------------------------
                                                                                    For the year ended April 30,
                                                                                     2009              2008
                                                                                --------------------------------
                                    Assets                                                          (As Restated)
Current assets:
  Cash                                                                                 $ 36,576             $ -
  Receivables                                                                             3,166               -
  Inventory                                                                             410,481          68,813
                                                                                ----------------   -------------
       Total current assets                                                             450,223          68,813
                                                                                ----------------   -------------
Fixed assets:
     Fixed assets                                                                     1,074,798         376,482
     Accumulated depreciation                                                          (200,703)        (58,519)
                                                                                ----------------   -------------
       Total net fixed assets                                                           874,095         317,963
                                                                                ----------------   -------------
Other assets:
                                                                                              -               -
                                                                                ----------------   -------------
       Total other assets                                                                     -               -
                                                                                ----------------   -------------
Total assets                                                                        $ 1,324,318       $ 386,776
                                                                                ================   =============

                Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
  Accounts payable                                                                    $ 518,898       $ 190,359
  Accrued liabilities                                                                   377,555          40,952
  Bank overdraft                                                                              -              20
  Franchise Tax                                                                               -             800
  Short-term debt                                                                       265,352          17,156
  Deposit from customers                                                                242,905          24,500
  Stock subscriptions payable                                                           902,738         241,563
  Note payable - current                                                                 64,000          10,000
  Related party payable                                                                 909,854
  Related parties - short-term borrowings from shareholders                             311,712         361,688
                                                                                ----------------   -------------
       Total Current Liabilities                                                      3,593,014         887,038
  Long-term liabilities                                                                       -               -
                                                                                ----------------   -------------
Total liabilities                                                                     3,593,014         887,038
                                                                                ----------------   -------------

Stockholders' Equity (Deficit):
  Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued
      or outstanding                                                                          -               -
  Common stock, $.0001 par value, 100,000,000 shares authorized, 35,560,091
     shares issued and outstanding                                                        3,556           3,556
  Additional paid-in capital                                                          2,419,032       2,419,032
  Common stock subscribed (100,000 shares)                                               10,000          10,000
  Subscription to be received                                                            (3,000)         (3,000)
  Accumulated deficit                                                                (4,698,284)     (2,929,850)
                                                                                ----------------   -------------
Total Stockholders' Equity (Deficit)                                                 (2,268,696)       (500,262)
                                                                                ----------------   -------------

Total liabilities and shareholders' equity (deficit)                                $ 1,324,318       $ 386,776
                                                                                ================   =============

                                       F-1
     The accompanying notes are an integral part of the financial statements



</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

                                               -----------------------------------
                                                   For the year ended April 30,
                                                     2009              2008
                                               -----------------------------------
                                                                   (As Restated)

Sales, net                                           $1,034,379          $192,800
Cost of Goods Sold                                    1,110,916           115,114
                                               -----------------  ----------------
       Gross Profit                                     (76,537)           77,686
                                               -----------------  ----------------

General and administrative expenses                     489,653         1,059,346
Selling and marketing expenses                          169,889            57,946
Research and development expenses                       148,836             -
Loss on Goodwill                                        822,009             -
Impairment loss on investment                                              68,500
                                               -----------------  ----------------
       Loss from operations                          (1,706,924)       (1,108,106)
                                               -----------------  ----------------

  Other income                                                              -
  Interest expense                                       61,510            34,631
                                               -----------------  ----------------
                                               -----------------  ----------------
       Net other income                                 (61,510)          (34,631)
                                               -----------------  ----------------

Loss before income tax (expense) benefit             (1,768,434)       (1,142,737)
       Income tax (expense) benefit                        -                -

                                               -----------------  ----------------
Net Loss from Operations                           $ (1,768,434)     $ (1,142,737)
                                               =================  ================

Net loss per share:
   Basic                                                $ (0.05)          $ (0.04)
                                               =================  ================
                                               =================  ================
   Diluted                                              $ (0.05)          $ (0.04)
                                               =================  ================

Weighted average number of shares outstanding:
   Basic                                             35,560,091        32,241,762
                                               =================  ================
   Diluted                                           35,560,091        32,241,762
                                               =================  ================
                                       F-2
     The accompanying notes are an integral part of the financial statements



</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

<S>                                      <C>             <C>       <C>              <C>              <C>
                                                                     Additional         Common
                                               Common Stock            Paid-In           Stock        Subscription
                                             Shares       Amount       Capital        Subscribed      Receivable
                                         --------------- --------- ---------------- ---------------- --------------
Balance - April 30, 2007                     30,224,541   $ 3,022      $ 1,687,111         $ 10,000       $ (4,000)
Stock issued for consulting                   4,923,000       492          647,158
Stock issued for royalties                       12,200         2            1,627
Stock issued to Directors                        75,000         8           13,492
Stock issued for cash                           124,000        12           14,989
Stock issued to Vendor                          150,000        15           29,985
Shares issued for rent                           51,350         5           24,670
Stock subscription receivable                                                                                1,000
Net loss
                                         --------------- --------- ---------------- ---------------- --------------
Balance - April 30, 2008 (As restated)       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)
                                         =============== ========= ================ ================ ==============


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

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

(continued)

<S>                                                   <C>                <C>


                                                         Accumulated
                                                           Deficit            Totals
                                                      ------------------ ------------------
Balance - April 30, 2007                                   $ (1,787,113)           (90,980)
Stock issued for consulting                                                        647,650
Stock issued for royalties                                                           1,629
Stock issued to Directors                                                           13,500
Stock issued for cash                                                               15,001
Stock issued to Vendor                                                              30,000
Shares issued for rent                                                              24,675
Stock subscription receivable                                                        1,000
Net loss                                                     (1,142,737)        (1,142,737)
                                                      ------------------ ------------------
Balance - April 30, 2008 (As restated)                     $ (2,929,850)        $ (500,262)
Net loss                                                     (1,768,434)        (1,768,434)
                                                      ------------------ ------------------
Balance - April 30, 2009                                   $ (4,698,284)      $ (2,268,696)
                                                      ================== ==================

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

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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


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

                                                                           For the year ended April 30,
                                                                            2009               2008
                                                                      ------------------------------------
                                                                                           (As Restated)
Cash flows from operating activities:
       Net loss                                                            $ (1,768,434)     $ (1,142,737)
       Adjustments to reconcile net loss to net cash
         used in operating activities:
              Compensatory stock issuances                                            -           717,455
              Depreciation                                                      143,002            58,519
              Goodwill write off                                                882,009                 -
              Write offs - other                                                 28,431                 -
              Impairment Loss on Investment                                           -            68,500
       Changes in operating assets and liabilities:
              Decrease (Increase) in accounts receivable                         (3,166)                -
              Decrease  (increase)  in inventory                               (341,668)          (14,256)
              Increase (decrease) in accounts payable                           280,532            61,548
              Increase (decrease) in accrued liability                         (342,374)         (116,286)
              Increase in customer deposits                                     218,405             4,000
              Stock subscriptions payable                                       661,175           241,563
              Other assets                                                            -            25,000
              Increase in other receivables                                           -               118
                                                                      ------------------  ----------------
                 Total adjustments                                            1,526,346         1,046,161
                                                                      ------------------  ----------------
   Net cash used (received) in operating activities                            (242,088)          (96,576)
                                                                      ------------------  ----------------
Cash flows from investing activities:
        Purchase of fixed assets                                                 (3,586)          (33,489)
                                                                      ------------------  ----------------
   Net cash used in investing activities                                         (3,586)          (33,489)
                                                                      ------------------  ----------------

Cash flows from financing activities:
      Bank overdraft                                                                (20)               20
      Proceeds from notes payables                                              176,814           216,259
      Payments on notes payables                                                (67,394)          (95,701)
      Proceeds (payments) from lines of credit & credit cards                   172,850           (11,649)
      Proceeds from the issuance of common stock                                      -            16,000
                                                                      ------------------  ----------------
   Net cash (used in) provided by financing activities                          282,250           124,929
                                                                      ------------------  ----------------
   Increase (decrease) in cash and cash equivalents                              36,576            (5,136)
   Cash and cash equivalents - beginning of period                                    -             5,136
                                                                      ------------------  ----------------
   Cash and cash equivalents - end of period                                   $ 36,576               $ -
                                                                      ==================  ================
Supplemental disclosure of cash flow information:
    Cash paid during the year for Interest, net of amounts capitalized         $ 28,276               $ -
                                                                      ==================  ================
     Income taxes                                                                   $ -               $ -
                                                                      ==================  ================
Supplemental schedule of noncash investing and financing activities:
    Property and equipment additions in accounts payable                      $ 694,730               $ -
                                                                      ==================  ================
                                 F-5

     The accompanying notes are an integral part of the financial statements


</TABLE>


<PAGE>





              MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             April 30, 2008 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.  Medina  Marine  was  incorporated  in the State of
California  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  inception up to the  acquisition
date of June  18,  2009  will not be  reflected  on the  consolidated  financial
statements  of Medina  International  Holdings,  Inc.  In  fiscal  year 2008 the
Company ceased reporting as a development stage company.

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, 2009,
the Company's  current  liabilities  exceeded its current  assets by $3,142,791.
Also,  the  Company's  operations  generated  $1,034,379  in revenue  during the
current period ended and the Company's accumulated deficit is $4,698,284.

Management  has  taken  various  steps to revise  its  operating  and  financial
requirements,  which we believe are  sufficient  to provide the Company with the
ability to continue on in the subsequent year.  Management devoted  considerable
effort during the period ended April 30, 2009 towards  management of liabilities
and improving our  operations.  Management  believes that the above actions will
allow the Company to continue its operations through the next fiscal year.

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

                                      F-6
<PAGE>




NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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  accounts  receivable  periodically for  collectability  and
establishes an allowance for doubtful accounts and records bad debt expense when
deemed  necessary.  At April 30, 2009 and 2008 the Company had no balance in its
allowance for doubtful accounts.

                                      F-7
<PAGE>





Advertising costs

Advertising  costs are expensed as incurred.  The Company  recorded  advertising
costs in 2008 and 2009 of $8,426 and $32,676.


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

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, 2008 and 2009 the Company had net operating loss  carryforwards  of
approximately  $2,900,000  and  $4,700,000  which  begin to expire in 2019.  The
deferred  tax asset of  approximately  $585,000  and  $939,000  in 2008 and 2009
created  by the net  operating  losses  have  been  offset  by a 100%  valuation
allowance.  The change in the valuation  allowance in 2008 and 2009 was $228,000
and $354,000.

                                      F-8
<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 SFAS
123(r), 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

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

Foreign Currently 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.  The management
does not currently hedge foreign currency exposure.

Basic and Diluted Net Loss per Share

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

Products and services, geographic areas and major customers

The Company earns revenue from the sale of  recreational  and commercial  boats.
Sales each year were sold domestically and  internationally and only to external
customers.  The  Company  does not  separate  sales  activities  into  different
operating  segments.  In 2008 two major customers accounted for 100% of sales or
$192,800.  In 2009  six  major  customers  accounted  for  approximate  sales as
follows: 12% or $124,481,  13% or $127,386, 15% or $151,012, 16% or 158,385, 11%
or 109,348 and 12% or $117,405.

                                      F-9
<PAGE>


Recently issued accounting pronouncements

     In June 2008, the Financial  Accounting  Standards Board ("FASB")  ratified
Emerging  Issues Task Force  ("EITF")  Issue No. 07-5,  "Determining  Whether an
Instrument (or an Embedded  Feature) is indexed to an Entity's Own Stock" ("EITF
07-5").  EITF 07-5  provides  that an entity  should use a two step  approach to
evaluate whether an equity-linked  financial instrument (or embedded feature) is
indexed to its own  stock,  including  evaluating  the  instrument's  contingent
exercise and settlement  provisions.  It also clarifies on the impact of foreign
currency  denominated  strike  prices and market  based  employee  stock  option
valuation instruments on the evaluation. EITF 07-5 is effective for fiscal years
beginning  after  December 15, 2008.  The adoption of EITF 07-5 will not have an
impact on our consolidated financial position and results of operations.

     In May 2008, the FASB issued  Statement of Financial  Accounting  Standards
No. 162 ("SFAS No.  162"),  "The  Hierarchy  of  Generally  Accepted  Accounting
Principles."  SFAS No. 162 identifies  the sources of accounting  principles and
the framework for selecting the principles  used in the preparation of financial
statements that are presented in conformity with generally  accepted  accounting
principles.  SFAS No. 162 becomes effective 60 days following the Securities and
Exchange  Commission's approval of the Public Company Accounting Oversight Board
amendments to AU Section 411, "The Meaning of Present Fairly in Conformity  With
Generally Accepted Accounting Principles." We do not expect that the adoption of
SFAS  No.  162  will  have  a  material  impact  on our  consolidated  financial
statements.

     In April 2008, the FASB issued FSP No. 142-3 ("FSP 142-3"),  "Determination
of the Useful Life of Intangible Assets." FSP 142-3 amends the factors an entity
should  consider  in  developing  renewal  or  extension   assumptions  used  in
determining the useful life of recognized intangible assets under FASB Statement
No. 142,  "Goodwill  and Other  Intangible  Assets."  This new guidance  applies
prospectively  to  intangible  assets that are acquired  individually  or with a
group of other assets in business combinations and asset acquisitions. FSP 142-3
is  effective  for  financial  statements  issued for fiscal  years and  interim
periods  beginning after December 15, 2008. Early adoption is prohibited.  Since
this  guidance  will be applied  prospectively,  on  adoption,  there will be no
impact to our current consolidated financial statements.

     In March 2008,  the FASB,  affirmed the  consensus  of FASB Staff  Position
(FSP) Accounting  Principles  Board Opinion No. 14-1 (APB 14-1),  Accounting for
Convertible  Debt  Instruments  That  May Be  Settled  in Cash  upon  Conversion
(Including  Partial Cash  Settlement),  which  applies to all  convertible  debt
instruments  that  have  a  net  settlement  feature;   which  means  that  such
convertible  debt  instruments,  by their terms, may be settled either wholly or
partially in cash upon conversion.  FSP APB 14-1 requires issuers of convertible
debt instruments that may be settled wholly or partially in cash upon conversion
to  separately  account  for the  liability  and equity  components  in a manner
reflective of the issuer's nonconvertible debt borrowing rate. Previous guidance
provided for accounting for this type of convertible debt instrument entirely as
debt. FSP APB 14-1 is effective for financial statements issued for fiscal years
beginning after December 15, 2008 and interim periods within those fiscal years.
The  adoption  of FSP  APB  14-1  will  not  have  an  impact  on our  financial
statements.

     In March 2008, the FASB issued SFAS No. 161  Disclosures  about  Derivative
Instruments and Hedging Activities.  SFAS No. 161 requires additional disclosure
related to derivatives  instruments  and hedging  activities.  The provisions of
SFAS No. 161 are  effective  as of January 1, 2008 and the Company is  currently
evaluating the impact of adoption.

     In  February  2008,  the FASB  issued  FASB FSP 157-2,  which  delayed  the
effective  date of SFAS No. 157 for all  nonfinancial  assets  and  nonfinancial
liabilities,  except those that are recognized or disclosed at fair value in the
financial  statements  on a recurring  basis (at least  annually),  until fiscal
years beginning after November 15, 2008, and interim periods within those fiscal
years. These nonfinancial items include assets and liabilities such as reporting
units  measured  at fair value in a goodwill  impairment  test and  nonfinancial
assets acquired and  liabilities  assumed in a business  combination.  Effective
January 1, 2008,  we adopted SFAS No. 157 for financial  assets and  liabilities
recognized at fair value on a recurring  basis. The partial adoption of SFAS No.
157 for financial  assets and  liabilities did not have a material impact on our
consolidated financial position, results of operations or cash flows.

                                      F-10
<PAGE>




NOTE 3. Related Party Transactions

As of April 30, 2009 the Company owed  $909,854 to a related  party  shareholder
incurred as part of the purchase transaction of Modena Sports Design, LLC.

The  Company  leases  building  space from the same party on a verbal,  month to
month basis for approximately  $6,500 per month plus various costs. Rent paid to
the related party in 2009 was $67,000.

NOTE 4. Inventory

As of April 30, 2009 and 2008, inventory consisted of the following:

--------------------------------------------------------------------------------
Item                            For the years ended April

                                2009            2008
--------------------------------------------------------------------------------
Raw materials and supplies     $ 39,410         $ 30,620
Work in progress                344,594           38,193
Finished goods                   26,477           -
                               --------         --------
Total Inventory                $410,481         $ 68,813
--------------------------------------------------------------------------------


NOTE 5. Investments

Medina  International  Holdings,  Inc. and its subsidiary  invested  $25,000 for
500,000 shares of the restricted  common stock of Genesis  Companies Group, Inc.
Messrs.  Medina and Mankal,  directors and officers of the Company also serve as
officers and directors of Genesis Companies Group, Inc.

These securities were considered of no value, hence written-off, due to the fact
that there is no trading market for the Genesis Companies Group, Inc. shares.

During the fiscal year ended April 30, 2008, the Company  received $5,000 of the
principal  amount  and  management  believed  that  the  investment  in  Genesis
Companies  Group,  Inc. was impaired,  therefore  expensed  $19,500 as a loss of
investment.

The Company  invested  $25,000 in Nexgen,  Inc. for innovative  fire  protective
equipment during the fiscal year ended April 30, 2008. Our management  estimated
that it is more than  likely the  investment  in Nexgen has been  impaired.  The
Company expensed the total investment as a loss of investment.


NOTE 6. Fixed Assets

At April 30, 2009 and 2008, fixed assets consisted of the following:

--------------------------------------------------------------------------------
Property and Equipment                           For the years ended April 30,
                                                        2009            2008
--------------------------------------------------------------------------------

Machinery and equipment; including molds & tools        $1,053,558     $355,242
Computers                                                   14,420       14,420
Furniture and fixtures                                       3,120        3,120
Office equipments                                            3,200        3,200
Fire Extinguisher                                       ----------     --------
  Total property and equipment                           1,074,798      376,482
Less Accumulated Depreciation                             (200,703)     (58,519)
                                                        ----------     ---------
Fixed Assets, net                                       $ 874,095      $317,963
--------------------------------------------------------------------------------

                                      F-11
<PAGE>




NOTE 7. Accrued Liabilities

Our  accrued  liabilities  for the years  ended  April 30,  2009 and 2008 are as
follows:

--------------------------------------------------------------------------------
                                        For the years ended April 30,
Accounts                                2009            2008
--------------------------------------------------------------------------------
Interest - SHareholders' Loan           $ 42,225        $40,134
Interest - Related party                   4,000           -
Interest - note payable                    1,636            818
Payroll                                  296,694           -
Warranty Liabilities                      33,000           -
                                        --------        --------
Total accrued liabilities               $377,555        $40,952
--------------------------------------------------------------------------------

NOTE 8. Short-Term Debt

--------------------------------------------------------------------------------
Financial Institutions                  For the years ended April
                                        2009            2008
--------------------------------------------------------------------------------
Line of Credit
--------------
Citi Bank                               $ 75,347        $  -

Credit Card
-----------
Advanta                                 $  9,240        $ 9,735
American Express-1                        33,842           -
American Express-2                        33,751           -
Bank of America                           37,363           -
Citi Bank                                 30,276           -
Wells Fargo Bank                          26,258          7,421
Well Fargo Bank-2                         16,385           -
Citi Bank                                  2,890           -
                                        --------        -------
Total short-term debt                   $265,352        $17,156
--------------------------------------------------------------------------------

At April 30, 2009 the Company has a credit card totaling  $100,000,  under which
the Company may borrow on an unsecured  basis since the year 2008 at an interest
rate of 8.75.% with  monthly  payments  due.  The  outstanding  balance for this
credit card was $75,347.

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 9. 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,  if the prices of fiberglass and/or aluminum  increases
significantly,  further decreasing our ability to attain profitable  operations.
We are not involved in any purchase commitments with any of our vendors.

                                      F-12
<PAGE>




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 10. Customer Deposit

Deposit from customers consists of the following:


--------------------------------------------------------------------------------
Items                                   For the years ended April 30,
                                 2009            2008
--------------------------------------------------------------------------------
Deposit for commercial boats    $222,405        $ 4,000
Deposit for recreational boats    20,500         20,500
                                --------        -------
Total                           $242,905        $24,500
--------------------------------------------------------------------------------


NOTE 11. Note Payable

--------------------------------------------------------------------------------
Items                                   For the years ended April 30,
                                 2009            2008
--------------------------------------------------------------------------------
Notes payable - related party   $50,000         $  -
Notes payable - others           14,000          10,000
                                -------         -------
Total                           $64,000         $10,000
--------------------------------------------------------------------------------

At April 30, 2009 and 2008,  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, 2009,  the Company had an unsecured  note payable with an unrelated
party in the amount of $4,000,  which bears no interest and is repayable by July
30, 2009.

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 $4,000.

NOTE 12. Shareholders' Loans

At April 30, 2009, Shareholders' loans consisted of the following:


--------------------------------------------------------------------------------
Shareholders' Loan             For the years ended April 30,
                                 2009            2008
--------------------------------------------------------------------------------
Daniel Medina, President        $107,399        $119,520
Madhava Rao Mankal, Chief
 Financial Officer                204,314         242,168
                                ---------       ---------
Total Shareholders' Loan        $311,713        $361,688
                                ---------       ---------
Shareholders' loan from shareholder of the Company, unsecured, 8.5% interest per
annum, due on demand.
--------------------------------------------------------------------------------

From time to time, shareholders' are involved in funding operations. These funds
are provided and collected on an as needed basis.

                                      F-13
<PAGE>




NOTE 13. Acquisition

On June  18,  2008  the  Company  acquired  100% of the  outstanding  membership
interests of Modena Sport Design, LLC ("Modena") in a transaction  accounted for
as a purchase.  Modena's  business is similar to that of the  Company's,  namely
boat  manufacturing and sales. The Modena membership  interests were acquired in
exchange for 11,000,000 of the Company's common shares valued at market price of
$.06 per share or $660,000 total, and payable commitments to Modena of $276,845.
The  purchase  value of Modena was  recorded  at the net equity of Modena on the
date of purchase of $114,836,  with allocations based on fair value, of $100,726
to cash,  $338,100 accounts  receivable,  $276,845 other  receivables,  $262,686
inventory, $694,730 fixed assets, $50,848 to accounts payable, $138,444 to other
accrued payables,  $368,959 customer  deposits,  and $1,000,000 to related party
payables. Results of operations from the acquisition have been consolidated from
June 18, 2008 forward.

Pro forma  revenues,  net income  (loss) and  earnings per share of the Company,
assuming that Modena was acquired at the beginning of fiscal year 2007 and 2008,
are shown below.


                                          2007                        2008
                                       --------------             --------------

Pro forma revenue                       $     693,055            $      767,910
                                         ==============           ==============

Pro forma net income (loss)             $    (684,711)           $   (1,231,512)
                                         ==============           ==============

Pro forma net income (loss) per share   $        (.02)           $         (.03)
                                         ==============           ==============

Pro forma weighted average common
shares outstanding                         40,589,285                43,241,762
                                         ==============           ==============



NOTE 14. 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.  At April  30,  2009  and  2008 the  Company  had
35,560,091 shares of its common stock issued and outstanding.

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. No preferred shares were issued or
outstanding at April 30, 2009 or 2008.

                                      F-14
<PAGE>




Stock Subscriptions Payable

The Company at April 30, 2008 had an incurred  obligation to issue 41,240 common
shares for consideration  already rendered of $1,562, 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.  As a  subsequent  event,  the Company  issued
11,000,000 of the shares due under stock subscriptions payable in July 2009.

NOTE 15. Commitments

Operating Leases

The Company  rents a 5,000  square-foot  manufacturing  facility  for $6,500 per
month, on a verbal  month-to-month basis, at 2051 Placentia Ave., Costa Mesa, CA
92627. This facility is owned by a related party, the CEO of Harbor Guard Boats,
Inc. We have  accrued  $67,000 in rental  expenses  for the year ended April 30,
2009.

The  Company  also rents  warehouse  space on a verbal,  as needed  basis in San
Bernardino, California. Costs are currently approximately $1,000 per month, with
rent expense in 2009 of $13,000 and 2008 of $36,300.

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

NOTE 16. RESTATEMENT

The  Company in 2009  restated  its 2008  financial  statements,  as  management
determined  that  certain  inventory  and  investments  assets  should have been
written off. The effect of these changes on certain material financial statement
categories are as follows:

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


                                     Prior to                    Adjustment               After
Year 2008                             Adjustment                 Amount                   Adjustment

Inventory                           $      24,000             $  (24,000)               $        0
Investments                         $      25,500             $  (25,500)               $        0
Accumulated deficit                 $  (2,880,343)            $  (49,507)               $(2,929,850)
Net income (loss)                   $  (1,093,230)            $  (49,507)               $(1,142,737)
Impairment loss - cash flow         $      19,500             $   49,000                $    68,500



                                      F-15

</TABLE>


<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: October 19, 2009              By:/s/Daniel F. Medina
                                         -------------------
                                         Daniel F. Medina,
                                         President & Director


Date: October 19, 2009              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: October 19, 2009              By:/s/Daniel F. Medina
                                         -------------------
                                          Daniel F. Medina,
                                          President & Director


Date: October 19, 2009              By:/s/Madhava Rao Mankal
                                         ---------------------
                                          Madhava Rao Mankal,
                                          Chief Financial Officer & Director


Date: October 19, 2009              By:/s/Mike Swanson
                                         ---------------
                                          Mike Swanson,
                                          Director


Date: October 19, 2009              By:/s/Mike Gallo
                                         -------------
                                          Mike Gallo,
                                          Director

                                       44