SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark one)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE FISCAL YEAR ENDED: APRIL 30, 2008

[ ] 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.)

               255, S. Leland Norton Way, San Bernardino, CA 92408
              -----------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

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

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

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

Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. Yes [ ] No [X]

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

State issuer's revenues for its most recent fiscal year. $192,800


<PAGE>





There were 35,660,091 shares of the Registrant's  common stock outstanding as of
June 10, 2008.  The aggregate  market value of the  13,148,482  shares of common
stock held by non-affiliates  of the Registrant is approximately  $788,909 based
on the closing market price of $0.06 per share on June 10, 2008.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


Transitional Small Business Disclosure  Yes [ ] No [X]





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







                       MEDINA INTERNATIONAL HOLDINGS, INC.
                        2008 ANNUAL REPORT ON FORM 10-KSB

                                TABLE OF CONTENTS

                ITEM         DESCRIPTION                                                           PAGE
             ---------       ------------                                                          ----
             Part I.

             Item 1.         Description of Business                                                    4

             Item 2.         Description of Property                                                   14

             Item 3.         Legal Proceedings                                                         15

             Item 4.         Submission of Matters to a Vote of Security Holders                       15

             Part II.

             Item 5.         Market for Common Equity and Related Stockholder Matters                  15

             Item 6.         Management's Discussion and Analysis or Plan of Operation                 18

             Item 7.         Financial Statements                                                      21

             Item 8.         Changes in and Disagreements With Accountants on Accounting and           21
                             Financial Disclosure

             Item 8a.        Controls and Procedures.                                                  21

             Item 8(a)T.     Internal Controls and Procedures                                          21

             Item 8b.        Other Information

             Part III.

             Item 9.         Directors, Executive Officers, Promoters and Control Persons and          24
                             Corporate Governance; Compliance with Section 16(a) of the
                             Exchange Act

             Item 10.        Executive Compensation                                                    26

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

             Item 12.        Certain Relationships and Related Transactions, and Director
                             Independence

             Part IV.

             Item 13.        Index to Exhibits                                                         31

             Item 14.        Principal Accountant Fees and Services                                    32

</TABLE>

<PAGE>



                           FORWARD-LOOKING STATEMENTS

    In addition to historical information,  some of the information presented in
this Annual Report on Form 10-KSB 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 18 below.
You are urged to carefully consider these factors,  as well as other information
contained in this Annual Report on Form 10-KSB and in our other periodic reports
and documents filed with the Securities and Exchange Commission ("SEC").


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

Medina International  Holdings,  Inc. ("Medina") was incorporated in 1998 in the
state of Colorado as Colorado Community Broadcasting,  Inc. In 2005, the Company
changed its name to Medina  International  Holdings,  Inc. Our corporate offices
are  located at 255 S.  Leland  Norton  Way,  San  Bernardino,  CA 92408 and our
telephone number is (909)522-4414.

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

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

We operate our watercraft  manufacturing  activities,  through our  wholly-owned
subsidiary,   Medina  Marine,   Inc.  ("Medina   Marine").   Medina  Marine  was
incorporated  in  May  2006,  in  the  state  of  California.  Our  wholly-owned
subsidiary,  Medina Marine,  Inc.  maintains a website at  www.medinamarine.com.
Information on Medina Marine's website is

not part of this Annual Report and you should not rely on it in deciding whether
to invest in our common stock.

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 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 for
the websites  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.

Modena  Sports was  organized in the state of  California  and does  business as
Harbor Guard Business.  Modena Sports is involved in the  manufacturing  of fire
and rescue boats.

                                       1

<PAGE>




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.


PRODUCTS

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

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

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

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

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

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

All of our  watercrafts  use jet  propulsion  for  their  power.  The use of jet
engines  allows the  watercraft to operate in waters with depths of less than 10
feet of water.  In  addition,  the jet engines  provide a greater  safety to the
rescuers and those being rescued.  Most rescue watercraft use propeller engines,
however, our jet propulsion  watercrafts allow the crew members to get extremely
close to the  victims  without  worry of causing  further  injury to those being
rescued.

The water pump used in these designs uses water retrieved from the bottom of the
boat and  spray  water at 750  gallons  per  minute,  without  compromising  the
stability of the craft.

This innovation in fire rescue/rescue  watercraft design will allow us to market
these boats to both fire departments and rescue departments.

                                       2

<PAGE>




LICENSES

In  manufacturing  our  watercrafts we utilize  several  patented  designs.  The
patents  and  patents  applications  used are not owned by or  developed  by the
Company.  Rather,  the Company  licenses  the right to use the patents  from Mr.
Albert Mardikian.  Prior to June 18, 2008, we had entered into several different
license agreements with Mr. Mardikan.  On June 18, 2008, the Company,  MGS Grand
and Albert Mardikian ("Mardikian") entered into a License Agreement to allow the
Registrant  exclusive  rights to the patents  and  designs for the "rescue  jet"
personal  water craft and related  assemblies,  systems and design  rights.  The
License Agreement revised the prior license  agreements  between the Company and
Mr. Mardikian.

We have  agreed to pay a royalty  for the use of the  design  and  patents in an
amount equal to gross sales less sales returns and freight and sales commissions
for a period of 15 years. The royalties consist of:

     a)   2% for Patented  Designs with or without Patented Fire Pump technology
          used in our production;

     b)   1% for Patented Pump  Technology  used in designs other than Mardikian
          or his associates;

     c)   1% for using Patents in any of  distributor  or  associated  companies
          products; and

     d)   we will pay  $1,000,000  to MGS  ($200,000  in 2 months  minimum and 3
          months  maximum,  $800,000  at a rate of 10% of each boat  sale  until
          $800,000 has been paid).


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.

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

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

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

                                       3

<PAGE>




CURRENT OPERATIONS

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

COMPETITION

Our products  complete 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 engines and the innovations in our
designs  provide  greater  stability will provides 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.  While some
competitors also use fiberglass in the construction,  others  manufacture crafts
using inflatable materials, metals, and aluminum.

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

MARKETING

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

We are  taking  measures  to build  dealer  relations  as well as  customer  and
supplier relations, to further improve our establishment in the marine industry.
Currently,  we have  dealers for the country of Turkey,  Colombia,  and the U.S.
military.  We are aggressively looking into establishing  dealerships around the
world, which have proven track record of selling watercrafts to their respective
governments.

RISK FACTORS

An investment in our common stock  involves a number of risks.  Before making an
investment decision, you should carefully consider all of the risks described in
this Form-10KSB.  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.  If this
occurs, you may lose all or part of your investment.

WE RELY UPON KEY EMPLOYEES TO PROCEED WITH OUR BUSINESS PLANS

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

                                       4

<PAGE>




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

WE DEPEND ON OUR SUPPLIERS AND IF WE CANNOT OBTAIN  CERTAIN  COMPONENTS  FOR OUR
PRODUCTS,  WE MIGHT HAVE TO DEVELOP  ALTERNATIVE DESIGNS THAT COULD INCREASE OUR
COSTS.

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

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

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

We  have  generated  $217,800  in  revenues  from  inception  to date  from  our
operations.  Our ability to successfully commercialize the boats will depend on,
among  other  things,  our  ability  to  manufacture  and sell our boats and the
relative  cost  to the  customer  of our  product  as  compared  to  alternative
competitive  products.  As a result, we may never achieve or sustain  profitable
operations.

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.

We have  incurred  losses  since our  inception  and expect to continue to incur
losses in the  future.  We may never  become  profitable.  We have  historically
generated  substantial losses,  which, if continued,  could make it difficult to
fund our  operations  or  successfully  execute  our  business  plan,  and could
adversely  affect our stock price.  We experienced  net losses of $1,093,230 for
the year  ended  April 30,  2008 and at April 30,  2008,  we had an  accumulated
deficit of $2,880,343.

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

                                       5

<PAGE>




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

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

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

The Company,  at April 30, 2008, has current  liabilities  totaling $283,784 and
$92,813 in  current  assets.  As of April 30,  2008,  we have a working  capital
deficit of approximately  $190,971.  At April 30, 2008, our liabilities  include
accounts payables of $190,358 and accrued interest of $40,950. In the event that
creditors or litigants,  if any, were to attempt to collect, it is unlikely that
stockholders, as equity holders, would receive some or any return of investment,
because creditors would be paid first.

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  with which we must comply and which can
vary significantly among agencies.  Governmental agencies also often retain some
portion of fees payable upon  completion  of a project and  collection  of these
fees may be delayed for several months.

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

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

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

                                       6

<PAGE>




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

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

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

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

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

          |X|  Hire  and   train   sales   and   marketing   personnel;   Manage
               geographically dispersed operations;

          |X|  Encourage customers to purchase products.

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

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

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

                                       7


<PAGE>




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

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

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

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

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

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

The  expansion  and  development  of  our  business  will  require   significant
additional  capital. We intend to seek substantial  additional  financing in the
future to fund the growth of our operations,  including  funding the significant
capital  expenditures  necessary  for us to  provide  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 failure to obtain
could impair or curtail operations.


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

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

                                       8

<PAGE>





THE ECONOMY CAN HAVE AN ADVERSE AFFECT ON OUR COMPANY

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

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

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

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

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

RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK

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

"Penny Stocks" are stocks:

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

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

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

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

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

                                       9

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

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

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

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

          |X|  Our historical  and  anticipated  quarterly and annual  operating
               results;
          |X|  Announcements of new products or services by us or our
               competitors or new competing technologies;
          |X|  Investors  perceptions of us and investments relating to the boat
               industry;
          |X|  Developments in the boat industry;
          |X|  Technological innovations;
          |X|  Failure to diversify.
          |X|  Changes in pricing  made by us, our  competitors  or providers of
               alternative services;
          |X|  The addition or loss of business customers;
          |X|  Variations  between our actual  results and analyst and  investor
               expectations;
          |X|  Condition or trends in the boat  industry,  including  regulatory
               developments;
          |X|  Announcements  by  us  of  significant  acquisitions,   strategic
               partnerships, joint ventures or capital commitments;
          |X|  Additions or departures of key personnel; and
          |X|  General market and economic conditions.

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

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

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

                                       10

<PAGE>




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

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

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

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

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

Even though our securities are quoted on the  Over-the-Counter  Bulletin  Board,
the  Over-the-Counter  Bulletin  Board  may not  permit  our  investors  to sell
securities when and in the manner that they wish. Because there are no automated
systems for negotiating trades on the Over-the-Counter  Bulletin Board, they are
conducted via  telephone.  In times of heavy market volume,  the  limitations of
this  process  may  result  in a  significant  increase  in the time it takes to
execute investor orders. Therefore, when investors place market orders 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 35,660,091  shares of common stock outstanding as of August 1,
2008, Subject to restrictions on transfer referred to below, all other shares of
common stock which we have not registered as "restricted  securities" as defined
under the Securities Act (1934) and in the future may be sold in compliance with
Rule 144 under the Securities Act or pursuant to a registration  statement filed
under the  Securities  Act.  Rule 144 generally  provides that a person  holding
restricted  securities  for a period of one year may sell every three  months in
brokerage  transactions  or  market-maker  transactions  an amount  equal to the
greater of (i) one percent  (1%) of our issued and  outstanding  common stock or
(ii) the  average  weekly  trading  volume of the common  stock  during the four
calendar  weeks  prior  to the  sale.  Rule  144  also  permits,  under  certain
circumstances,  the sale of shares  without any quantity  limitation by a person
who is not an affiliate of the company and who has  satisfied a two year holding
period.  The sale of substantial  numbers of these shares,  whether  pursuant to
Rule 144 or pursuant to a registration  statement,  may have a depressive effect
on the market price of our common stock by causing the supply exceeding demand.

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

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

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

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

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

         |X|  Shortfalls in anticipated  revenues or increases in expenses;  |X|
         The  development  of  new  services;  or  |X|  The  expansions  of  our
         operations, including the recruitment of additional personnel.

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

OUR PRINCIPAL  OFFICERS AND DIRECTORS OWN 62.81% OF OUR STOCK WHICH, IF VOTED IN
A BLOCK WILL BE A CONTROLLING  INTEREST AND INVESTORS  WILL HAVE A LIMITED VOICE
IN OUR MANAGEMENT.

Messrs.  Daniel  Medina and Madhava Rao Mankal,  officers  and  directors of the
Company,  beneficially own approximately 62.66% of our outstanding common stock.
As a result, Messrs. Medina and Mankal have the ability to control substantially
all matters submitted to our stockholders for approval, including:

          |X|  Election of our board of directors;

          |X|  Removal of any of our directors;

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

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

                                       12

<PAGE>




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

ITEM 2. DESCRIPTION OF PROPERTIES

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

The  Company's  mailing  address is 255 S. Leland  Norton Way,  San  Bernardino,
California 92408.

ITEM 3. LEGAL PROCEEDINGS

As of April 30, 2008,  the  Company,  nor any members of  management  were not a
party to any legal proceedings.

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

None.

                                       13

<PAGE>




                                     PART II

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

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

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

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

------------------------------------------------ ---------------- --------------
------------------------------------------------ ---------------- --------------
Year ended April 30, 2007
------------------------------------------------ ---------------- --------------
------------------------------------------------ ---------------- --------------
First Quarter                                        No Quote         No Quote
------------------------------------------------ ---------------- --------------
------------------------------------------------ ---------------- --------------
Second Quarter                                       No Quote         No Quote
------------------------------------------------ ---------------- --------------
------------------------------------------------ ---------------- --------------
Third Quarter                                         $ 0.34           $ 0.20
------------------------------------------------ ---------------- --------------
------------------------------------------------ ---------------- --------------
Fourth Quarter                                        $ 0.40           $ 0.20
------------------------------------------------ ---------------- --------------

As of April 30,  2008,  there were 99  shareholders  of record of the  Company's
common Stock.

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.

                                       14

<PAGE>




RECENT SALES OF UNREGISTERED SECURITIES


The Company made the following  unregistered sales of its securities from May 1,
2007 to April 30, 2008

<TABLE>
<CAPTION>
<S>                   <C>                      <C>                      <C>                     <C>
  DATE ISSUED      TITLE OF SECURITIES      NO. OF SHARES            CONSIDERATION           CLASS OF PURCHASER


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

    05/15/07       Common Stock                       850,000  Consulting Services              Business Associates
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------

    05/15/07       Common Stock                         2,500  License Royalty Fee
                                                                                                Business Associate
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
    05/15/07       Common Stock                        37,500  Services                         Directors
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
    05/15/07       Common Stock                        24,000  Cash                             Business Associate
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
    06/22/07       Common Stock                       750,000  Consulting Services              Business Associates
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
    12/10/07       Common Stock                       523,000  Consulting Services              Business Associate
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
    12/10/07       Common Stock                        37,500  Services                         Directors
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
    12/10/07       Common Stock                         9,700  Royalty                          Business Associate
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
    12/10/07       Common Stock                       100,000  $10,000                          Business Associate
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
    12/10/07       Common Stock                         1,350  Rent                             Business Associate
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------
    12/18/07       Common Stock                     3,000,000  Consulting Services              Business Associate
------------------ -------------------------- ---------------- -------------------------------- ----------------------------------

</TABLE>


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

                                       15

<PAGE>




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

CAUTIONARY AND FORWARD LOOKING STATEMENTS

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

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

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

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

            (b) Potential fluctuation in quarterly results;

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

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

            (e) Failure to achieve a business;

            (f) Rapid and significant changes in markets;

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

            (h) Insufficient revenues to cover operating costs.

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

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

                                       16

<PAGE>





RESULTS OF OPERATION FOR THE YEAR ENDED APRIL 30, 2008 AS COMPARED TO YEAR ENDED
APRIL 30, 2007.

The Company earned  $192,800 in revenues  during the fiscal year ended April 30,
2008,  as  compared  to $0 during the  fiscal  year ended  April 30,  2007.  The
revenues were from the sale of two fire rescue  watercrafts,  one for a customer
in the state of  Connecticut  and the other for a  customer  in the  country  of
Turkey.

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

The Company  incurred total operating  expenses of $1,164,331 for the year ended
April 30, 2008,  as compared to operating  expenses  $628,399 for the year ended
April 30, 2007.  The  increase of $535,932 in operating  expenses is primarily a
result of an increase of $400,892 in stock compensation expenses compared to the
year ended April 30, 2007.  The operating  expenses for the year ended April 30,
2008,  primarily  included  $30,035  in  professional  fees,  $885,892  in stock
compensation and $278,439 in general and administration  expenses. The operating
expenses for the year ended April 30, 2007, which included $38,290 in profession
fees, $485,000 in stock compensation and $105,109 for general and administration
expenses.

The Company  recognized an interest  expense of $35,390 for the year ended April
30, 2008, compared to an interest expense of $18,594 for the year ended of April
30,  2007.  The increase of $16,796 is due to an increase of funds loaned to the
Company.  For the year ended April 30, 2008, the Company recognized other income
of $0,  compared to $1,529 for the year ended April 30,  2007.  The increase was
due to a one time  commission  received on the sale of some parts and  equipment
that Company was unable to use.

The Company  recognized  a net loss of  $1,093,230  for the year ended April 30,
2008,  compared to a net loss of $649,321 for the year ended April 30, 2007. The
decrease of $439,909  was due to the $535,932  increase in  operating  expenses,
caused mainly by the $400,892 increase in stock  compensation  expense.  The net
loss per share for the year ended April 30, 2008 was $0.03 compared to $0.02 for
the year ended April 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2008, the Company had no cash on hand, an inventory  (consisting
of two recreational  boat hull and decks,  three 15' fire rescue jet engines) of
$68,813,  prepaid expenses of $24,000 and net fixed assets  (consisting of molds
for the 12', 15' and 21' fire rescue jet) of  $318,726.  The  Company's  current
liabilities  were $183,784 as of April 30, 2008,  which was  represented  mainly
accounts payable of $190,358, accrued interest payable of $40,950, advances from
customers of $24,500,  lines of credits  totaling  $17,156 and short-term  loans
from stockholders  totaling  $362,447.  At April 30, 2008, the Company's current
liabilities exceeded current assets by $190,971.

As of April 30, 2007,  the Company had $5,136 in cash, an inventory  (consisting
of two  recreational  boat hull and decks)  totaling  $54,557,  and fixed assets
(consisting of molds for 21' fire rescue jet) totaling  $320,465.  The Company's
current  liabilities  were $204,042 as of April 30, 2007,  which was represented
mainly by accounts  payable of $129,610,  accrued  interest  payable of $15,127,
lines of credits  totaling  $28,805,  advances  from  customers  of $20,500  and
short-term loans from  stockholders  totaling  $261,588.  At April 30, 2007, the
Company's current liabilities exceeded current assets by $144,231.

The Company used $29,849 in  operating  activities  for the year ended April 30,
2008  compared to $105,915 for year ended April 30, 2007.  The Company used cash
of $80,517 in investing  activities  during the year ended April 30, 2008 on the
manufacturing of molds for the fire and rescue  watercrafts.  For the year ended
April 30,  2007,  the Company had used cash  $131,554 for  manufacturing  of the
molds for the fire and rescue watercrafts.

During the year  ended  April 30,  2008,  the  Company  obtained  $105,230  from
financing  activities,  which  included  the  $11,649  decrease  in the lines of
credits  held by the Company and  $100,859  obtained  in  short-term  loans from
stockholders of the Company. In addition,  the Company sold shares of its common
stock for  $16,000.  At the year ended  April 30,  2007,  the  Company  obtained
$240,637 through its financing activities.

                                       17

<PAGE>




The Company has an  accumulated  deficit,  as of April 30, 2008,  of  $2,880,343
compared to the year ended April 30, 2007 of $1,787,113.

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

GOING CONCERN

The Company's  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  minimal
revenue,  limited capital,  debt of $646,231, no significant cash, minimal other
assets, and no capital commitments.

CRITICAL ACCOUNTING POLICIES

Management is required to make judgments,  assumptions and estimates that affect
the  amounts  reported  when  we  prepare   financial   statements  and  related
disclosures in conformity with generally accepted  accounting  principles in the
United  States.  Note,  "Summary of  Significant  Accounting  Policies,"  to the
financial  statements  for the fiscal year ended April 30,  2008  describes  the
significant  accounting  policies  and methods  used in the  preparation  of our
financial statements. Estimates are used for, but not limited to, our accounting
for   contingencies,   inventory   valuation,   goodwill  and  intangible  asset
impairments,  restructuring costs, and income taxes. Actual results could differ
from these estimates.

ITEM 7. FINANCIAL STATEMENTS

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

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

None.

ITEM 8a CONTROLS AND PROCEDURES

EVALUATION OF INTERNAL AND DISCLOSURE CONTROLS

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:

                                       18

<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

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

ITEM 8(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,  2008,  we did  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.

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 8B. OTHER INFORMATION

None.
                                    PART III

ITEM 9. 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,  positions held, and the duration of their
office are as follows:

                                       19

<PAGE>





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

------------------------------ ------ ------------------------------------
Daniel Medina                     54  President & Director
------------------------------ ------ ------------------------------------
Madhava Rao Mankal                57  Chief Financial Officer & Director
------------------------------ ------ ------------------------------------
Mike Swanson                      52  Director
------------------------------ ------ ------------------------------------
Tony Eishet                       49  Resigned as Director 12-14-2007
------------------------------ ------ ------------------------------------
Arun Madhav                       45  Resigned as Director 4-14-2008
------------------------------ ------ ------------------------------------
Mike Gallo                            Director
------------------------------ ------ ------------------------------------

Our success  depends on the  performance of our two officers and directors,  Mr.
Medina and Mr. Mankal.  We do not have "key person" life  insurance  policies on
any of our employees nor do we have  employment  agreements for fixed terms with
any of our  employees.  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 28 years of  experience  as an executive.  He served as
President and the Chief Financial  Officer of Force Protection,  Inc.  (formerly
Sonic Jet  Performance,  Inc.) from May 1999 to  December  2003.  He served as a
director  of Force  Protection,  Inc.  until  September  30,  2004.  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 Untied  States.  He is member of the Institute of Chartered  Accountants  of
India,  Institute  of Cost and  Works  Accountants  of India  and  Institute  of
Management  Accountants in the United States. He has Bachelor Degree in Commerce
from Bangalore University.

                                       20

<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).

TONY A. ESHIET, DIRECTOR Resigned on December 14, 2007

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


ARUN MADHAV, DIRECTOR Resigned on April 14, 2008

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

MIKE GALLO, DIRECTOR  Appointed April 14, 2008

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, a
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.

                                       21


<PAGE>






EMPLOYMENT AGREEMENTS

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

BOARD OF DIRECTORS

Our  Board  of  Directors  consists  of 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.

RESOLUTION OF CONFLICTS OF INTEREST

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

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

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

AUDIT COMMITTEE FINANCIAL EXPERT

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

                                       22

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth certain information concerning  compensation paid
by the Company to the President  and the  Company's two most highly  compensated
executive officers for the fiscal years ended April 30, 2008, 2007, and 2006 the
"Named Executive Officers"):

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

---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------
                                                                          Non-equity     Non-qualified
                                                                           incentive        deferred
                                                   Stock      Option         plan         compensation      All other
                                Salary     Bonus    awards     awards    compensation       earnings      compensation     Total
   Name & Position      Year      ($)       ($)       ($)        ($)          ($)             ($)              ($)          ($)
---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------
---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------

---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------
---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------
Daniel Medina, (1)      2008       0         0         0          0            0               0                0            0
President & Director    2007       0         0         0          0            0               0                0            0
                        2006       0         0         0          0            0               0                0            0
---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------
---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------

---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------
---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------
Madhava Rao             2008       0         0         0          0            0               0                0            0
---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------
---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------

---------------------- ------- ---------- -------- ---------- ---------- -------------- ----------------- -------------- ----------
(1)       Messrs.   Mankal  and  Medina  provide  their  services  as  officers   without
         compensation.
</TABLE>

                                       23

<PAGE>

<TABLE>
<CAPTION>
<S>                  <C>           <C>            <C>          <C>       <C>        <C>          <C>         <C>         <C>
                                                                                                                         Equity
                                                                                                                         incentive
                                                  Equity                                                      Equity     plan
                                                  incentive                                                  incentive   awards:
                                                  plan                                                       plan        Market or
                                                  awards:                                                    awards:     payout
                     Number of     Number of      Number of                                                  Number of   value of
                     Securities    Securities     securities                                     Market      unearned    unearned
                     underlying    underlying     underlying                        Number of    value of    shares,     shares,
                     unexercised   unexercised    unexercised                       shares of    shares of   units or    units or
                     options       options        unearned                          units of     units of    other       others
                     (#)           (#)            options      Option    Option     stock that   stock that  rights that rights that
                     exercisable   unexercisable  (#)          exercise  expiration have not     have not    have not    have not
                                                               price     date       vested(#)    vested ($)  vested(#)   vested ($)
---------------------------------------------------------------------------------------------------------------------------------
Daniel Medina        $ -           $ -          $ -          $ -           $ -          $ -           $ -        $ -         $ -
---------------------------------------------------------------------------------------------------------------------------------
Madhava Rao Mankal   $ -           $ -          $ -          $ -           $ -          $ -           $ -        $ -         $ -
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>



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

STOCK OPTION AND AWARD PLAN

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

Under the Plan, 2,000,000 shares of common stock shall be reserved and available
for issuance.  Stock reserved  thereunder  may consist,  in whole or in part, of
authorized  and  unissued  shares  of  treasury   shares.   The  plan  shall  be
administered  by either  (i) the Board,  or (ii) a  committee  appointed  by the
Board.  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.

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

No options were exercised during the fiscal years ended April 30, 2008 and 2007.

                                       24

<PAGE>



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


Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR values

                                                                  Number of       Value of
                                                                  Securities      Unexercised
                                                                  Underlying      In-the-Money
                                                                  Unexercised     Options/SAR
                                                                  Options/SAR     at FY-End ($)
                                                                  S at FY-End
 -------------------------------------------------------------------------------------------------
 -------------------------------------------------------------------------------------------------
 Name                                        Shares     Value     Exercisable/    Exercisable/
                                             Acquired   Realized  Unexercisable   Unexercisable
                                             on         ($)
                                             Exercise
                                             (#)
 -------------------------------------------------------------------------------------------------
 -------------------------------------------------------------------------------------------------
 Daniel Medina, President & Director         $       -  $       - $       -       $       -
 -------------------------------------------------------------------------------------------------
 -------------------------------------------------------------------------------------------------
 Madhava Rao Mankal, CFO & Director          $       -  $       - $       -       $       -
 -------------------------------------------------------------------------------------------------

</TABLE>

Long Term Incentive Plans - Awards in Last Fiscal Year

None.

                                       25

<PAGE>

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



                              DIRECTOR COMPENSATION

The following table sets forth certain information concerning  compensation paid
to our directors for services as directors,  but not including  compensation for
services as officers  reported in the "Summary  Executives  Compensation  Table"
during the year ended April 30, 2008:

----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
                                                                             Non-qualified
                                                               Non-equity       deferred
                  Fees earned                                   incentive     compensation     All other
                   or paid in   Stock awards      Option          plan          earnings      compensation       Total
      Name            cash           ($)        awards ($)    compensation        ($)             ($)             ($)
                      ($)                                          ($)
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------

----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
Daniel Medina        $ -0-          $ -0-          $ -0-          $ -0-          $ -0-            $-0-           $ -0-
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------

----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
Madhava Rao          $ -0-          $ -0-          $ -0-          $ -0-          $ -0-           $ -0-           $-0-
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------

----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
Tony Eshiet (1)      $ -0-         $ 4,500         $-0-           $ -0-           $-0-           $ -0-          $ 4,500
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------

----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
Mike Swanson (1)     $ -0-         $4,500          $-0-           $ -0-           $-0-            $-0-          $4,500
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------

----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
Arun Madhav (1)      $ -0-         $4,500          $-0-           $-0-            $-0-            $-0-          $4,500
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------

----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------
Mike Gallo           $ -0-          $ -0-          $-0-           $ -0-           $-0-            $-0-           $-0-
----------------- ------------- -------------- -------------- -------------- --------------- --------------- --------------

(1)      During the year ended April 30, 2008, certain directors of the Company,
         Messrs. Eshiet, Swanson and Madhav were issued a total of 75,000 shares
         or 25,000 shares each. The shares were issued for a total  compensation
         of $13,500.
</TABLE>

                                       26

<PAGE>




ITEM 11.  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 1, 2008 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

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

    Name And Address* of           Class of Equity         Amount and Nature of       Percent of Class(1)
    Beneficial Ownership                                     Beneficial Owner
----------------------------- -------------------------- -------------------------- -------------------------
----------------------------- -------------------------- -------------------------- -------------------------


Daniel Medina,                Common Shares                     11,099,000                   31.12%
President & Director
11564 E. Beverly Blvd.
Whittier, CA 90601

Madhava Rao Mankal, Chief     Common Shares                     11,245,000                   31.53%
Financial Officer &
Director
7476 Sungold Ave,
Corona, CA 92880

Mike Swanson, Director        Common Shares                       55,203                     0.15%
5059 Quail Run Rd, #7
Riverside, CA 92507

Mike Gallo, Director          Common Shares                       -                             -

                                                         -------------------------- -------------------------
All Directors and Executive Officers as a Group                 22,399,203                   62.81%
(4 persons)


(1)      Based upon 35,660,091 shares of common stock issued and outstanding on August 1,
         2008.

At the time of this filing, Messrs. Swanson, Medina and Gallo were delinquent in
filing  Form 3s & 4s  reporting  changes  in  their  ownership  position  of the
Company.
</TABLE>


                                       27



<PAGE>


                                     PART IV

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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

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

TRANSACTIONS WITH MANAGEMENT AND OTHERS

Year Ended April 30, 2008

During the year ended April 30, 2008,  we issued a total of 75,000 shares of our
restricted  stock to our  independent  directors,  Messrs.  Eshiet,  Swanson and
Madhav for their  services  as  directors.  The shares were issued at a price of
$0.25,  $0.20,  and $0.07 per share for the  first,  second  and third  quarter,
respectively. The total compensation value of the shares was $13,500.

During the year ended April 30, 2008, Mr.  Medina,  the President and a Director
of the Company  advanced  the Company a total of $37,998 in funds to support our
continuing  operations.  The advances are due on demand and accrues  interest at
8.0%.

During the year ended April 30, 2008, Mr. Mankal,  the Chief  Financial  Officer
and a Director of the Company,  advanced the Company a total of $93,747 in funds
to support our continuing operations. The advances are due on demand and accrues
interest at 8.0%.

The  Company  in May  2005,  has  committed  to  issue a total of 20  shares  of
preferred  stock at the value of $12,000 per share to Mr. Madhava Rao Mankal (10
shares of  Preferred  Stock) and Mr.  Daniel F.  Medina (10 shares of  Preferred
Stock).

During the year ended April 30, 2008,  the Company  issued  50,000 shares of its
restricted  common stock for  consulting  service to Srikrishna  Mankal,  son of
Madhava Rao  Mankal,  Chief  Financial  Officer  and  director  of the  Company,
recorded at market value of $0.20 per share with total value of $10,000.

                                       28

<PAGE>




During the year ended April 30, 2008,  the Company  issued  50,000 shares of its
restricted common stock for consulting  service to Michelle Medina,  daughter of
Daniel F. Medina,  president  and  director of the  Company,  recorded at market
value of $0.07 per share with total value of $3,500.
During the year ended April 30, 2008, the Company issued 1,500,000 shares of its
restricted  common stock for consulting  service to Daniel  Medina,  Jr., son of
Daniel F. Medina,  president  and  director of the  company,  recorded at market
value of $0.07 per share with total value of $105,000.

During the year ended April 30, 2008,  the Company  issued 750,000 shares of its
restricted  common stock for  consulting  service to Srikrishna  Mankal,  son of
Madhava Rao  Mankal,  Chief  Financial  Officer  and  director  of the  company,
recorded at market value of $0.07 per share with total value of $52,500.

During the year ended April 30, 2008,  the Company  issued 750,000 shares of its
restricted  common stock for  consulting  service to Pavan Kumar Mankal,  son of
Madhava Rao  Mankal,  Chief  Financial  Officer  and  director  of the  company,
recorded at market value of $0.07 per share with total value of $52,500.


Year Ended April 30, 2007

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

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

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

ITEM 13. EXHIBITS

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

    Exhibit        Description of Document

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

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


 (1) Filed herewith.

                                       29

<PAGE>





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Audit Fees.  Jaspers + Hall billed  $2,000 for review  services and $2,000 audit
fee in the  fiscal  year  ended  April 30,  2008 and  billed  $2,250  for review
services,  $1,000 in audit fees and services for the fiscal year ended April 30,
2007.

There  were  no  other  fees  in 2007 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 2008 and 2007.

                                       30

<PAGE>
                              FINANCIAL STATEMENTS
                                TABLE OF CONTENTS




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

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

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

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

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

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




<PAGE>





REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM


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

To the Board of Directors
Medina International Holdings, Inc.

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Medina International Holdings,
Inc.(A Development Stage Company) as of April 30, 2008 and 2007, and the related
statements of operations,  cash flows, and changes in stockholders'  deficit for
the years then ended and for the period March 16, 1998  (inception) to April 30,
2008.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.


The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 1 to the
financial  statements,  the Company is in the  development  stage and conditions
exist,  which raise substantial doubt about the Company's ability to continue as
a going concern.  Management's plans in regard to these matters are described in
Note 2. The  financial  statements  do not  include any  adjustments  that might
result from the outcome of this uncertainty.



August...., 2008
/s/Jaspers + Hall PC




                                      F-1

<PAGE>
<TABLE>
<CAPTION>


               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
<S>                                                                 <C>                    <C>
                                                                                    APRIL 30,
                                                                           2008                 2007
                                                                    --------------------   ---------------
ASSETS:

Current Assets:
  Cash                                                                              $ -           $ 5,136
  Inventory                                                                      68,813            54,557
  Prepaid Expenses                                                               24,000                 -
  Other Receivables                                                                   -               118
                                                                    --------------------   ---------------
   Total Current Assets                                                          92,813            59,811

Other Assets:
    Investment                                                                   25,500            25,000
                                                                    --------------------   ---------------
   Total Other Assets                                                            25,500            25,000

Fixed Assets:
     Fixed Assets                                                               375,982           320,465
     Accumulated Depreciation                                                   (57,256)                -
                                                                    --------------------   ---------------
    Total Net Fixed Assets                                                      318,726           320,465

                                                                    --------------------   ---------------
TOTAL ASSETS                                                                  $ 437,039         $ 405,276
                                                                    ====================   ===============
LIABILITIES AND STOCKHOLDERS'DEFICIT:

Liabilities:
  Accounts payable                                                            $ 190,358         $ 129,610
  Accrued Interest                                                               40,950            15,127
  Bank Overdraft                                                                     20                 -
  Franchise Tax                                                                     800                 -
  Lines of credit and Credit cards                                               17,156            28,805
  Customer deposit                                                               24,500            20,500
  Note payable                                                                   10,000            10,000
  Related parties - short-term borrowings from shareholders                     362,447           261,588
                                                                    --------------------   ---------------
TOTAL LIABILITIES                                                               646,231           465,630
                                                                    --------------------   ---------------
Stockholders' Deficit:
  Preferred stock, $.001 par value, 10,000 shares authorized, none issued
 Class A Preferred stock $0.001par value, 50  shares authorized                       -                 -
   and none issued or outstanding
  Common stock, $.0001 par value, 100,000,000 shares authorized,  35,660,091 and
    30,324,541 shares issued and outstanding on April 30, 2008
    and 2007, respectively                                                        3,566             3,032
  Additional paid-in capital                                                  2,429,022         1,697,101
  Shares committed to be issued                                                 241,563            30,625
  Subscription to be received                                                    (3,000)           (4,000)
  Deficit accumulated during the development stage                           (2,880,343)       (1,787,113)
                                                                    --------------------   ---------------

Total Stockholders' Deficit                                                    (209,192)          (60,355)
                                                                    --------------------   ---------------

                                                                    --------------------   ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                   $ 437,039         $ 405,276
                                                                    ====================   ===============


The accompanying notes are an integral part of the financial statements


</TABLE>

                                      F-2

<PAGE>
<TABLE>
<CAPTION>
               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF OPERATIONS
<S>                                    <C>                 <C>                 <C>

                                                                                March 16, 1998
                                                     Year Ended                 (Inception) to
                                                     April 30,                    April 30,
                                             2008               2007                2008
                                       -----------------   ----------------    ---------------
INCOME
  Sales                                       $ 192,800                $ -          $ 217,800
  Cost Of Goods Sold                             86,264                  -           $ 86,264
                                       -----------------   ----------------    ---------------
Gross Profit                                    106,536                  -            131,536

OPERATING EXPENSES:
Professional Fees                                30,035             38,290            177,188
Bank Charges                                      4,865                809              6,450
Telephone                                         5,624              3,592             14,302
Travel                                           17,163             10,355             42,537
Settlement of debt                                    -                  -             17,000
Stock compensation                              885,892            485,000          1,944,104
Research and Development                              -             25,000             25,000
Consultant Expenses                              50,000                  -            497,500
Commission Expenses                              26,510                  -             26,510
Marketing                                         8,426                  -              8,426
Rent                                             36,000             21,000             57,000
Other Administrative Expenses                    99,816             44,354            163,991
                                       -----------------   ----------------    ---------------
 Total Operating Expenses                     1,164,331            628,399          2,980,008
                                       -----------------   ----------------    ---------------
Other Income(Expense)
Interest expense                                (35,390)           (18,594)           (54,550)
Other Expenses                                      (45)            (3,856)            (3,901)
Other income                                          -              1,529             26,580
                                       -----------------   ----------------    ---------------
  Net Other Income                              (35,435)           (20,922)           (31,871)
                                       -----------------   ----------------    ---------------
Net Loss from Operations                   $ (1,093,230)        $ (649,321)       $(2,880,343)
                                       =================   ================    ===============

Weighted average number of
  shares outstanding                         33,211,319         29,589,285
                                       =================   ================
Net Loss Per Share                              $ (0.03)           $ (0.02)
                                       =================   ================




The accompanying notes are an integral part of the financial statements


</TABLE>

                                      F-3

<PAGE>
<TABLE>
<CAPTION>
               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                  June 30, 2008
<S>                                        <C>                <C>            <C>                 <C>              <C>    <C>


                                                                               Additional            Shares
                                              Common Stock                       Paid-In          Committed to    Subscription
                                               Shares           Amount           Capital           Be issued       Receivable
                                           ---------------    ------------   ----------------    ---------------------------------
Balance -  March 16, 1998                               -             $ -                $ -                $ -               $ -
Stock issued for services                       2,400,000             240              1,760                  -                 -
Stock issued for cash                             300,000              30             24,970                  -           (10,500)
Net loss
                                           ---------------    ------------   ----------------    ---------------------------------
Balance -  April 30, 1999                       2,700,000             270             26,730                  -           (10,500)
                                           ---------------    ------------   ----------------    ---------------------------------
Cash payment of subscription receivable                 -               -                  -                  -            10,250
Net loss                                                -               -                  -                  -                 -
                                           ---------------    ------------   ----------------    ---------------------------------
Balance -   April 30, 2000                      2,700,000             270             26,730                  -              (250)
                                           ---------------    ------------   ----------------    ---------------------------------
Net loss                                                -               -                  -                  -                 -
                                           ---------------    ------------   ----------------    ---------------------------------
Balance -  April 30, 2001                       2,700,000             270             26,730                  -              (250)
                                           ---------------    ------------   ----------------    ---------------------------------
Net income                                              -               -                  -                  -                 -
                                           ---------------    ------------   ----------------    ---------------------------------
Balance - April 30, 2002                        2,700,000             270             26,730                  -              (250)
                                           ---------------    ------------   ----------------    ---------------------------------
Net loss                                                -               -                  -                  -                 -
                                           ---------------    ------------   ----------------    ---------------------------------
Balance - April 30, 2003                        2,700,000             270             26,730                  -              (250)
                                           ---------------    ------------   ----------------    ---------------------------------
Net loss                                                -               -                  -                  -                 -
                                           ---------------    ------------   ----------------    ---------------------------------
Balance - April 30, 2004                        2,700,000             270             26,730                  -              (250)
                                           ---------------    ------------   ----------------    ---------------------------------

Stock issued for services                      24,120,000           2,412                  -                  -                 -
Subscription receivable                                 -               -               (250)                 -               250
Net loss                                                -               -                  -                  -                 -
                                           ---------------    ------------   ----------------    ---------------------------------
Balance - April 30, 2005                       26,820,000           2,682             26,480                  -                 -
                                           ---------------    -------------------------------    ---------------------------------
Stock issued for services                       1,954,109             195            976,860                  -                 -
Stock issued for royalties                          3,600               1              1,799                  -                 -
Stock issued for rent                               1,250               -                625                  -                 -
Stock issued for license                           33,332               3             16,663                  -                 -
Stock issued for consideration                     50,000               5             24,995                  -                 -
Stock issued for cash                             126,100              13             63,037                  -                 -
Net loss                                                -               -                  -                  -                 -
                                           ---------------    ------------   ----------------    ---------------------------------
Balance - April 30, 2006                       28,988,391           2,899          1,110,459                  -                 -
                                           ---------------    ------------   ----------------    ---------------------------------
Stock issued for services                         670,000              67            334,933                  -                 -
Stock issued for consulting                       225,000              22            112,478                  -                 -
Stock issued for royalties                          3,200               0              1,600                  -                 -
Stock issued for rent                                 450               0                225                  -                 -
Stock issued to Directors                          37,500               4             18,746                  -                 -
Stock issued for conversion of loan               100,000              10             18,690                  -                 -
Stock issued for cash                             100,000              10             49,990                  -            (4,000)
Stock issued for cash                             200,000              20             49,980                  -                 -
Shares to be committed to be issued                     -               -                  -             30,625                 -
Net loss                                                -               -                  -                  -                 -
                                           ---------------    ------------   ----------------    ---------------------------------
Balance - April 30, 2007                       30,324,541           3,032          1,697,101             30,625            (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                  -             1,000
Stock issued to Vendor                            150,000              15             29,985
Shares issued for rent                             51,350               5             24,670
Shares to be committed to be issued                     -               -                  -            210,938
Net loss                                                -               -                  -                  -                 -
                                           ---------------    ------------   ----------------    ---------------------------------
Balance - April 30, 2008                       35,660,091         $ 3,566        $ 2,429,022          $ 241,563          $ (3,000)
                                           ===============    ============   ================    =================================

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

                                      F-4

</TABLE>

<PAGE>

               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                   STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                  June 30, 2008
                                   (continued)

  Deficit Accum.
    During the
   Development
      Stage             Totals
 -----------------   --------------
              $ -              $ -
                -            2,000
                -           14,500
           (2,793)          (2,793)
 -----------------   --------------
           (2,793)          13,707
 -----------------   --------------
                -           10,250
           (5,253)          (5,253)
 -----------------   --------------
           (8,046)          18,704
 -----------------   --------------
          (21,426)         (21,426)
 -----------------   --------------
          (29,472)          (2,722)
 -----------------   --------------
            4,881            4,881
 -----------------   --------------
          (24,591)           2,159
 -----------------   --------------
           (4,610)          (4,610)
 -----------------   --------------
          (29,201)          (2,451)
 -----------------   --------------
           (7,397)          (7,397)
 -----------------   --------------
          (36,598)          (9,848)
 -----------------   --------------
                -            2,412
                -                -
          (61,682)         (61,682)
 -----------------   --------------
          (98,280)         (69,118)
------------------   --------------
                -          977,055
                -            1,800
                -              625
                -           16,666
                -           25,000
                -           63,050
       (1,039,512)      (1,039,512)
 -----------------   --------------
       (1,137,792)         (24,434)
 -----------------   --------------
                -          335,000
                -          112,500
                -            1,600
                -              225
                -           18,750
                -           18,700
                -           46,000
                -           50,000
                -           30,625
         (649,321)        (649,321)
 -----------------   --------------
       (1,787,113)         (60,355)
 -----------------   --------------
                -          647,650
                -            1,629
                -           13,500
                -           16,001
                            30,000
                            24,675
                -          210,938
       (1,093,230)      (1,093,230)
 -----------------   --------------
     $ (2,880,343)      $ (209,192)
 =================   ==============

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

                                       F-5

<PAGE>
<TABLE>
<CAPTION>
               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENT OF CASH FLOWS
<S>                                                        <C>               <C>               <C>


                                                                                               March 16, 1998
                                                                                               (Inception) to
                                                              April 30,         April 30,         April 30,
                                                                2008              2007              2008
                                                           ----------------  ------------------------------------
Cash flows from operating activities:
      Net loss                                                $ (1,093,230)       $ (649,321)       $ (2,880,343)
      Adjustments to reconcile net loss to net cash
         used in operating activities:
             Common stock issued in exchange
                   for Consulting                                  909,892           498,700           2,407,151
             Upholstry services                                      6,000                 -               6,000
             Settlement of debt                                          -                 -              18,700
             Depreciation                                           57,256                 -              57,256
             Impairment Loss on Investment                          19,500                 -              19,500
      Changes in operating assets and liabilities:
              Decrease (increase) in other receivable                  118              (118)                  -
              Increase  in inventory                               (14,256)          (43,129)            (68,813)
              Decrease  in prepaid expenses                              -               800                   -
              Increase in accounts payable                          55,049            66,653             199,786
              Increasein accrued interest                           25,823                 -              25,823
              Increase in customer deposits                          4,000            20,500              24,500
                                                           ----------------  ------------------------------------
      Total adjustments                                          1,063,381           543,406           2,694,902
                                                           ----------------  ------------------------------------
        Net cash used in operating activities                      (29,849)         (105,915)           (185,441)

Cash flows from investing activities:
        Increase in investment                                     (25,000)                -             (25,000)
        Purchase of fixed assets                                   (55,517)         (131,554)           (375,982)
                                                           ----------------  ------------------------------------
       Net cash used in investing activities                       (80,517)         (131,554)           (400,982)

Cash flows from financing activities:
      Bank overdraft                                                    20                 -                  20
      Proceeds from notes payables, related party                  100,859           131,597             342,825
      Proceeds from note payable                                         -            10,000              10,000
      Proceeds (payments) from lines of Credit                     (11,649)            3,040              36,778
      Proceeds from the issuance of common stock                    16,000            96,000             201,800
                                                           ----------------  ------------------------------------
      Net cash provided by financing activities                    105,230           240,637             591,423

Net decrease in cash and cash equivalents                           (5,136)            3,168                   -

Cash and cash equivalents - beginning of period                      5,136             1,968                   -
                                                           ----------------  ------------------------------------
Cash and cash equivalents - end of period                              $ -           $ 5,136             $     -
                                                           ================  ====================================
Supplemental disclosure of cash flow information:
    Interest Paid                                                      $ -               $ -                 $ -
                                                           ================  ====================================
    Taxes paid                                                         $ -               $ -                 $ -
                                                           ================  ====================================



See notes to these consolidated financial statements.

</TABLE>

                                      F-6

<PAGE>

               MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                  NOTES TTHE CONSOLIDATED FINANCIAL STATEMENTS
                                 April 30, 2008

NOTE 1. GENERAL

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

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

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

The Company owns the rights to the following websites:

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

DEVELOPMENT STAGE

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

GOING CONCERN

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

The  accompanying  financial  statements  have been prepared in conformity  with
generally   accepted   accounting   principles  in  the  United  States,   which
contemplates  continuation of the Company as a going concern. On April 30, 2008,
the company's current liabilities exceeded its current assets by $139,315. Also,
the Company's  operations generated $192,800 during the current period ended and
the company's accumulated deficit is $2,880,343.

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, 2008 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-7

<PAGE>




NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

In  September  2006,  the FASB issued SFAS No.  157,  "Fair Value  Measurements"
("SFAS No. 157").  SFAS No. 157 defines fair value,  establishes a framework for
measuring fair value in generally accepted accounting  principles ("GAAP"),  and
expands disclosures about fair value measurements.  This statement applies under
other accounting  pronouncements  that require or permit fair value  measurement
where the FASB has previously  determined that under those  pronouncements  fair
value is the  appropriate  measurement.  This statement does not require any new
fair value  measurements but may require  companies to change current  practice.
This statement is effective for those fiscal years  beginning after November 15,
2007 and to the interim  periods within those fiscal years. We believe that SFAS
No. 157 should not have a material  impact on our financial  position or results
of operations

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities (SFAS No. 159). SFAS No. 159 permits
entities to choose to measure,  on an item-by-item  basis,  specified  financial
instruments and certain other items at fair value.  Unrealized  gains and losses
on items for which the fair value  option has been  elected  are  required to be
reported in earnings  at each  reporting  date.  SFAS No. 159 is  effective  for
fiscal years  beginning  after  November 15, 2007,  the  provisions of which are
required to be applied prospectively. We believe that SFAS 159 should not have a
material impact on our financial position or results of operations

 In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  Business
Combinations,  or SFAS No. 141R.  SFAS No. 141R will change the  accounting  for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
first  annual  reporting  period  beginning  on  or  after  December  15,  2008.
Accordingly,  any  business  combinations  we  engage  in will be  recorded  and
disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R
will have an impact on accounting for business combinations once adopted but the
effect is dependent upon  acquisitions  at that time. We are still assessing the
impact of this pronouncement.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160".
SFAS  No.  160  establishes  new  accounting  and  reporting  standards  for the
noncontrolling  interest  in a  subsidiary  and  for  the  deconsolidation  of a
subsidiary.  SFAS No. 160 is effective  for fiscal  years  beginning on or after
December 15, 2008. We believe that SFAS 160 should not have a material impact on
our financial position or results of operations.

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.

USE OF ESTIMATES

The  preparation  of  financial  statements  in  conformity  with United  States
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all liquid  investments with a maturity of three months or
less from the date of purchase that are readily convertible into cash to be cash
equivalents.  The Company  maintains its cash in bank deposit  accounts that may
exceed federally  insured limits.  The company has not experienced any losses in
such  accounts.  At  April  30th,  2008,  the  Company  had $0 in  cash  or cash
equivalents.

                                      F-8

<PAGE>

INVENTORY

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

Property & Equipment

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

LONG-LIVED ASSETS

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

REVENUE RECOGNITION

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

INCOME TAXES

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

COMPREHENSIVE LOSS

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


ISSUANCE OF SHARES FOR SERVICE

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


                                      F-9

<PAGE>



FAIR VALUE OF FINANCIAL INSTRUMENTS

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

FOREIGN CURRENCY TRANSLATION AND HEDGING

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

BASIC AND DILUTED NET LOSS PER SHARE

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

NOTE 3. INVENTORY

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

Item                                              Cost
----                                              ----

Parts

        Vortex hull & deck shells(2)            $11,428
        Parts                                   $19,193
                                                -------
    Total Parts                                 $30,620

Work in Progress

        15' Fire Rescue                         $19,885
        21' Fire Rescue                         $12,171
                                                -------
    Total Work in Progress                      $32,056

Finished Goods

        15' Fire Rescue - Demo                  $ 6,137
                                                -------
    Total Finished Goods                        $ 6,137
                                                =======
Total Inventory                                 $68,813

NOTE 4. INVESTMENT

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

These securities are carried at their estimated fair value of $25,000 based upon
the amount paid for the shares,  due to the fact that there is no trading market
for the Genesis  Companies Group,  Inc.  shares.  Because there is not a trading
market for the shares, the Company is unable to recognize any gains or losses on
the value of the shares and has classified the shares as a long term asset.

                                      F-10

<PAGE>

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 (10) innovative fire protective
equipment during the fiscal year ended April 30, 2008.

Company                         Sub-total
-------                         ---------

Genesis Companines Group, Inc.  $   500
Nexgen, Inc.                    $25,000
                                -------
Total                           $25,500
NOTE 5. FIXED ASSETS

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

Molds                   Total
-----                   -----

  15' Fire Rescue       $ 66,778
  21' Fire Rescue       $268,535
  12' Fire Rescue       $  7,680
                        --------
Total Molds             $342,993

NOTE 6. LINE OF CREDIT

At April 30, 2008, the Company has an credit card totaling $10,000,  under which
the Company may borrow on an unsecured  basis since the year 2005 on an interest
rate of  16.99%  with a  payment  due  date  on the  18th of  every  month.  The
outstanding balance for this credit card was $9,735.

At April 30, 2008,  Medina Marine,  Inc. has a credit card from Wells Fargo Bank
totaling  $7,500,  under which  Medina  Marine,  Inc. may borrow on an unsecured
basis since the year 2006 on an interest  rate of 16.24% with a payment due date
on the 11th of every  month.  The  outstanding  balance for this credit card was
$7,421.

NOTE 7. NOTE PAYABLE

At April 30, 2008,  the Company had an unsecured  note payable with an unrelated
party in the amount of $10,000,  which bears an 8% interest  repayable within 15
months or with an option to  convert  the  amount of the note  payable  into the
Company's common stock at $0.25 per share.

NOTE 8. SHAREHOLDERS' LOANS

At April 30, 2008, Shareholders' loans consisted of the following:


Daniel Medina, President & Director                                 $119,520
Madhava Rao Mankal, Chief Financial Officer & Director              $242,927
                                                                    ========
Total                                                               $362,447
                                                                    ========

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

                                      F-11

<PAGE>




NOTE 9. STOCKHOLDERS' EQUITY

COMMON STOCK

The Company has been  authorized for issue,  100,000,000  shares of Common Stock
with a par value of $0.0001.  At April 30,  2008,  the  Company  had  35,660,091
shares of its common stock issued and outstanding.

STOCK TRANSACTIONS

During the year ended April 30, 2008, the Company has issued  restricted  shares
pursuant to exemptions from registration under Section 4(2), 4(6) and regulation
D as follows:

During the year ended April 30, 2008,  the Company  issued 124,000 shares of its
restricted common stock to unrelated parties for cash valued at $16,000.

During the year  ended  April 30,  2007,  the  Company  issued a total of 75,000
shares  of its  restricted  common  stock  to its  three  independent  directors
(Messrs.  Eshiet,  Swanson and  Madhav) as  compensation  for their  services as
directors. The shares were issued at market value at issue date of $0.20, $0.25,
and $0.07 for a total value of $13,500.

During the year ended April 30, 2008, the Company issued a total of 1,350 shares
of its restricted common stock as payment of rent on a mail box, totaling $675.

During the year  ended  April 30,  2008,  the  Company  issued a total of 50,000
shares of its  restricted  common  stock as  payment  of rent of space at 255 S.
Leland Norton Way, San  Bernardino,  CA 92408, in exchange for $24,000 of rental
payments.

During the year  ended  April 30,  2008,  the  Company  issued a total of 12,200
shares of its  restricted  common stock as payment of royalty  fees.  The shares
were issued at market value at issue date of $0.20, $0.25, and $0.07 for a total
value of $1,629.

During the year ended April 30, 2008, the Company issued 1,600,000 shares of its
restricted  common stock for  consulting  service to 4 unrelated  third parties,
recorded at market value of $0.25 per share with total value of $400,000.

During the year ended April 30,  2008,  the Company  issued  8,000 shares of its
restricted  common  stock for  consulting  service to 1 unrelated  third  party,
recorded at market value of $0.20 per share with total value of $1,600.

During the year ended April 30, 2008, the Company issued 150,000 shares
restricted common stock to one vendor for providing services to the Company,
recorded at a market value of $0.20 per share with a total value of $30,000.

During the year ended April 30, 2008,  the Company  issued 165,000 shares of its
restricted  common stock for  consulting  service to 2 unrelated  third parties,
recorded at market value of $0.07 per share with total value of $11,550.

During the year ended April 30, 2008,  the Company  issued  50,000 shares of its
restricted  common stock for consulting  service to Daniel  Medina,  Jr., son of
Daniel F. Medina,  president  and  director of the  Company,  recorded at market
value of $0.20 per share with total value of $10,000.

During the year ended April 30, 2008,  the Company  issued  50,000 shares of its
restricted  common stock for  consulting  service to Srikrishna  Mankal,  son of
Madhava Rao  Mankal,  Chief  Financial  Officer  and  Director  of the  Company,
recorded at market value of $0.20 per share with total value of $10,000.

During the year ended April 30, 2008,  the Company  issued  50,000 shares of its
restricted common stock for consulting  service to Michelle Medina,  daughter of
Daniel F. Medina,  President  and  Director of the  Company,  recorded at market
value of $0.07 per share with total value of $3,500.

During the year ended April 30, 2008, the Company issued 1,500,000 shares of its
restricted  common stock for consulting  service to Daniel  Medina,  Jr., son of
Daniel F. Medina,  president  and  director of the  company,  recorded at market
value of $0.07 per share with total value of $105,000.

                                      F-12

<PAGE>

During the year ended April 30, 2008,  the Company  issued 750,000 shares of its
restricted  common stock for  consulting  service to Srikrishna  Mankal,  son of
Madhava Rao  Mankal,  Chief  Financial  Officer  and  director  of the  company,
recorded at market value of $0.07 per share with total value of $52,500.

During the year ended April 30, 2008,  the Company  issued 750,000 shares of its
restricted  common stock for  consulting  service to Pavan Kumar Mankal,  son of
Madhava Rao  Mankal,  Chief  Financial  Officer  and  director  of the  company,
recorded at market value of $0.07 per share with total value of $52,500.

NOTE 10. COMMITMENTS

Rental Leases

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

LICENSES

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

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

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

NOTE 11. SUBSEQUENT EVENTS

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. MGA Grand owns a
95% equity  interest in Modena Sports and 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 for
the websites  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.

Modena  Sports was  organized in the state of  California  and does  business as
Harbor Guard Business.  Modena Sports is involved in the  manufacturing  of fire
and rescue boats.

                                      F-13

<PAGE>

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.

License Agreement

On June 18, 2008,  the  Company,  MGS Grand and Albert  Mardikian  ("Mardikian")
entered into a License Agreement to allow the Registrant exclusive rights to the
patents  and  designs  for the  "rescue  jet"  personal  water craft and related
assemblies,  systems and design rights.  The License Agreement revised the prior
license agreements between the Company and Mr. Mardikian.

We have  agreed to pay a royalty  for the use of the  design  and  patents in an
amount equal to gross sales less sales returns and freight and sales commissions
for a period of 15 years. The royalties consist of:

          a)   2% for  Patented  Designs  with or  without  Patented  Fire  Pump
               technology used in our production;

          b)   1% for  Patented  Pump  Technology  used in  designs  other  than
               Mardikian or his associates;

          c)   1%  for  using  Patents  in  any  of  distributor  or  associated
               companies products; and

          d)   we will pay $1,000,000 to MGS ($200,000 in 2 months minimum and 3
               months maximum, $800,000 at a rate of 10% of each boat sale until
               $800,000 has been paid).

                                      F-14

<PAGE>




                                   SIGNATURES

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




                       MEDINA INTERNATIONAL HOLDINGS, INC.
                            (a Colorado corporation)


Date:  August 14, 2008       By:_______________________________________
                                Daniel F. Medina,
                                President & Director


Date: August 14, 2008        By:________________________________________
                                Madhava Rao Mankal,
                                Chief Financial Officer & Director


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

Date: August 14, 2008                By:_______________________________________
                                       Daniel F. Medina,
                                       President & Director


Date: August 14, 2008                By:________________________________________
                                        Madhava Rao Mankal,
                                        Chief Financial Officer & Director


Date: August 14, 2008                By:_______________________________________
                                        Mike Swanson,
                                        Director


Date: August 14, 2008                By:________________________________________
                                        Mike Gallo,
                                        Director