SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-KSB
                            Annual Report Pursuant to

                        Fiscal Year Ended April 30, 2006

                        Commission file number 000-27211

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

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

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                                   Yes [X ] No

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

                                 Yes [ ] No [X]

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

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

There were 28,938,391 shares of the Registrant's  common stock outstanding as of
April 30, 2006.

The aggregate  market value of the 6,589,282  shares of voting common stock held
by non-affiliates  of the Registrant is approximately  $$2,240,355 based on last
price on August 10, 2006.


<PAGE>



                                TABLE OF CONTENTS

PART I

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

PART II

            Item 5.   Market for Common Equity and Related Stockholder
                      Matters                                                 2
            Item 6.   Management's Discussion and Analysis or Plan of
                      Operation                                               3
            Item 7.  Financial Statements                                     6
            Item 8.  Changes in and Disagreements With Accountants on
                     Accounting and Financial Disclosure                      6
            Item 8A. Controls and Procedures                                  7
            Item 8B  Other Information                                        7

PART III

        Item 9.  Directors, Executive Officers, Promoters and Control
                  Persons; Compliance with Section 16(a) of the Exchange Act  7
        Item 10.  Executive Compensation                                      10
        Item 11.  Security Ownership of Certain Beneficial Owners and
                  Management                                                  11
        Item 12.  Certain Relationships and Related Transactions              11
        Item 13.  Exhibits and Reports on Form 8-K                            12
        Item 14.  Principal Accountant Fees and Services                      12

            SIGNATURES                                                        13


<PAGE>


                                     PART I

Item 1.  DESCRIPTION OF BUSINESS
         -----------------------

         MEDINA INTERNATIONAL  HOLDINGS,  INC (the "Company") was formed on June
23, 1998. The Company  contracted to purchase the low power  television  license
and station serving Estates Park, Colorado. It planned to operate the station to
broadcast local programming  mixed with appropriate  national  programming.  The
Company was unable to  complete  purchase  arrangements  and  withdrew  from the
contract.

The Company was seeking other low power station opportunities in market areas in
the western US. On April 17, 2000,  the Company  entered into a Letter of Intent
to  purchase a low power  television  license of Station  K68CW  owned by County
Service  Area 29 in  Lucerne,  California.  The  Letter of Intent  was  extended
several times and subsequently,  the Company assigned its right under the Letter
of Intent to a third party for assumption of the obligations.

On January 28, 2002,  the Registrant  entered into an Asset  Purchase  Agreement
with Mako Communications, LLC to sell its low power television station, W67AF of
Rock Harbor, Florida, subject to FCC approval of the license change for $25,000.
The license  transfer was approved and the sale occurred on March 28, 2002.  The
Company sold its Monroe County contract for $25,000 in 2002.

The Company now has commenced  Boat  manufacturing  business  operations  and is
seeking  capital  to  operate.   Management  intends  to  manufacture  and  sell
recreational, Fire CAT and Rescue CAT boats, and has taken the following actions
during the year ended 4-30-2006.

1.  Management  has signed a licensing  agreement  on February 23, 2005 with Mr.
Albert Mardikian to Manufacture and sell recreational boats.

2. Management has signed a license agreement on January 24, 2006 with Mr. Albert
Mardikian   to  use  the  Water  Pump  Patent  for  boats   designed  by  Medina
International  Holdings,  Inc.  and/or  12' V bottom  boats  designed  by Albert
Mardikian,.

3. Management has signed a licensing  agreement on June 15, 2006 with Mr. Albert
Mardikian to  manufacture  and sell 15' Fire Rescue boats designed by Mr. Albert
Mardikian.

                                        1
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTIES
        -------------------------
a) Facilities
   ----------
The Company has no property.  The Company does not currently  maintain an office
or any other facilities.  It does currently  maintain a mailing address at 10088
6th Street Suite G, Rancho Cucamonga, CA 91730. The Company pays nominal rent of
$50 rent for the use of this mailing address.  The Company does not believe that
it will need to  maintain  an office  at any time in the  foreseeable  future in
order to carry out its plan of operations described herein.

b) Real Property
   -------------

   None


ITEM 3.  LEGAL PROCEEDINGS
         -----------------
As of April 30, 2006, the Company was not a party to any legal proceedings.



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

          None


                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
----------------------------------------------------------------------
Company  received  Symbol  `MIHI' to be traded on the Bulletin  Board on May 31,
2006.

As of the date of this  report,  there had been no trading or  quotation  of the
Company's  common  stock.  The range of high and low trade  quotations  for each
fiscal  quarter  since the last report,  as reported by the  National  Quotation
Bureau Incorporated, was as follows:

                        2006              High          Low
                  First quarter             *             No Quote
                  Second quarter            *             No Quote
                  Third quarter             .34           .00

                                  2
<PAGE>

                        2005               High          Low
                  First quarter             *          No Quote
                  Second quarter            *          No Quote
                  Third quarter             *          No Quote
                  Fourth quarter            *          No Quote


As of April 30, 2006, there were 82 shareholders of the Company's common Stock.

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

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

Cautionary and Forward Looking Statements

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

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

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

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

            (b) Potential fluctuation in quarterly results;

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

                                        3

<PAGE>

            (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;

            (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.

Financial Condition and Changes in Financial Condition
-------------------------------------------------------

Liquidity and Capital Resources
-------------------------------

The Company had total  assets of $1,968 in cash at year ended April 30, 2006 and
liabilities of $252,540 The Company has insufficient assets and cash to carry on
any  operations  and will have to sell  stock or  borrow  money to  achieve  any
capital. The Company has no source for any such capital, whatsoever.

                                        4
<PAGE>

Results of Operations
----------------------

Results of Operation for the Year ended April 30, 2006 is compared to year ended
April 30, 2005.
--------------------------------------------------------------------------------

The Company had no revenues for the year ended April 30, 2006 and for year ended
April 30, 2005. The company incurred  $1,039,501 in  administrative  expenses in
year ended April 30, 2006 compared to $61,427 in the year ended April 30,2005.

In the  year  ended  April  30,  2006,  the  Company  had an  operating  loss of
($1,039,512)  including  interest accrual,  compared to the prior year's loss of
($61,682).  Net loss per share in year ended  April 30,  2006 was  ($.038)  per
share compared to a loss in the prior fiscal year of ($.0022) per share.

The trend of losses can be expected to continue  for the  foreseeable  future as
the Company attempts to commerce some business.

NEED FOR ADDITIONAL FINANCING

     The Company does not have capital  sufficient  to meet the  Company's  cash
needs,   including  the  costs  of  compliance  with  the  continuing  reporting
requirements  of the  Securities  Exchange Act of 1934. The Company will have to
seek loans or equity  placements to cover such cash needs.  Lack of its existing
capital may be a sufficient impediment to prevent it from accomplishing the goal
of expanding its operations. There is no assurance,  however, that without funds
it will ultimately allow company to carry out its business.

The  Company  will  need to  raise  additional  funds  to  expand  its  business
activities  in the  future,  and s preparing a private  offering  memorandum  to
attempt to raise $250,000 in operating capital.

The Company has established a $20,000 Line of Credit for working capital.

No commitments to provide additional funds have been made by management or other
stockholders.  Accordingly,  there can be no assurance that any additional funds
will be  available  to the Company to allow it to cover its expenses as they may
be incurred.

Irrespective of whether the Company's cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

                                        5
<PAGE>

GOING CONCERN

The Company's auditor has issued a "going concern"  qualification as part of his
opinion in the Audit Report. There is substantial doubt about the ability of the
Company to continue as a "going  concern."  The Company has no revenue,  limited
capital,  debt in excess of $252,540, no significant cash, minimal other assets,
and no capital commitments.

Management hopes to seek and obtain funding,  via loans or private placements of
stock for operations,  debt and to provide working capital. Management has plans
to seek  capital in the form of loans or stock  private  placements  in the next
year of approximately $100,000.

ITEM 7.  Financial Statements
          --------------------

              Please refer to pages F-1 through F-8.

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

The Company changed  accountants from Michael Johnson & Co. to Jaspers + Hall PC
as a result of the purchase of Michael Johnson & Co. by Jaspers + Hall PC.

The Change of  Accountants  was  approved  by the Board of  Directors.  No audit
committee exists other than the members of the Board of Directors.

In  connection  with audit of the two most recent  fiscal  years and through the
date of termination of the accountants,  no disagreements  exist with any former
accountant  on any  matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former  accountant would have caused them to
make   reference  in   connection   with  his  report  to  the  subject  of  the
disagreement(s).

The audit  report by Michael  Johnson & Co.,  LLC.for the period ended April 30,
2004and  April  30,  2003  contained  an  opinion  which  included  a  paragraph
discussing  uncertainties  related to  continuation of the Registrant as a going
concern.  Otherwise,  the audit  report by  Michael  Johnson & Co.,  LLC for the
period April 30, 2004, and April 30, 2003, did not contain an adverse opinion or
disclaimer of opinion,  nor was qualified or modified as to  uncertainty,  audit
scope, or accounting principles.

The audit report by Jaspers + Hall,  PC for the period  ended  April 30, 2005
contains an opinion which included a paragraph discussing  uncertainties related
to  continuation  of the  Registrant as a going  concern.  Otherwise,  the audit
report by Jaspers + Hall, PC for the period April 30, 2005 did not contain an
adverse  opinion or disclaimer  of opinion,  nor was qualified or modified as to
uncertainty, audit scope, or accounting principles.



                                        6
<PAGE>

         The principal  accountant's report on the financial  statements for any
of the past two years  contained no adverse  opinion or a disclaimer  of opinion
nor was qualified as to uncertainty, audit scope or accounting principles.

ITEM 8a CONTROLS AND PROCEDURES

Evaluation of Internal and Disclosure Controls
----------------------------------------------

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

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

ITEM 8B.

Other Information
-----------------

None.

                                    PART III

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

The directors and executive officers of the Company as of April 30, 2006, are as
follows:

  Name                  Age      Position                        Term
  ----                  ---      --------                        ----
1. Daniel Medina         52   President/Director                Annual

2. Madhava Rao Mankal    55   Chief Financial Officer/Director  Annual

3. Mike Swanson          49   Director                          Annual

4. Tony Eshiet           48   Director                          Annual

5. Arun Madhav           44   Director                          Annual

         No  appointee  for a director  position  has been  subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.

                                        7
<PAGE>

Daniel  Medina 52: Mr.  Medina  started  as a Sales Rep/  Production  Manager in
1973-1985 with  Rosemary's  Draperies.  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 was 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. since 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.

Madhava  Rao Mankal 55: Mr.  Mankal has more than 28 years of  experience  as an
executive.  He has served as President/CFO of Force Protection,  Inc. ( formerly
Sonic Jet  Performance,  Inc.) since May 1999 to  December  31,  2003.  He was a
member of the Board of Directors of Force  Protection,  Inc until  September 30,
2004.  He has over 25 years of  senior  financial  management  experience  which
includes the  position of  controller,  chief  financial  officer and  financial
advisor. He is a Certified  Chartered  Accountant from India and Cost Accountant
from India,  and Certified  Management  Accountant from USA. He is member of the
Institute  of  Chartered  Accountants  of  India,  Institute  of Cost and  Works
Accountants  of India and  Institute  of  Management  Accountants,  USA.  He has
Bachelor Degree in Commerce from Bangalore University.


Michael  Swanson  49:  Michael  Swanson  has worked for the City of Orange  Fire
Department since 1983 and his present  position is Fire Captain.  Prior to that,
he worked for the  Federal  Fire  Department,  for four  years.  He is an active
member of the Orange Fire Department  Medical Core Committee,  Safety Committee,
and  Physical  Fitness  Committee.  He is  also a  member  of the  International
Association  of  Fire  Fighters  Local  2386,  and a  member  of the  California
Professional  Firefighters.  He has  received  the Valor  Award in 1999 from the
Orange  Rotary  Club  for  saving  the  life of a child.  Michael  Swanson  is a
Certified  Instructor  at  Saddleback  College  Paramedic  School  1999,  Spinal
Immobilization  Instructor  1998,  Advanced Airway  Instructor  1995,  Emergency
Technician Instructor 1989, State Paramedic 1986, State Fire Officer (on going),
Haz Mat, Trench, Swift Water, Confined Space First Responder (on going).

                                        8
<PAGE>

Tony A.  Eshiet  48:  Tony  Eshiet  has  been the  Chief  Operating  Officer  of
HollyTouch  Corporation  since August 2001. Prior to his current  position,  Mr.
Eshiet was a 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, managed high-level  branches in Century City, Long Beach and Monterey
Park in  California,  USA. The bank had  recognized  Mr.  Eshiet as a "Circle of
Stars  Performer on many  occasions,  he has also received Wells Fargo's "Golden
Coach Award" as number one 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  also has 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: 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 44 is a founder -  director  of Eka  Technologies,  Inc,  a product
design and development  company from May 2003.  Prior to founding Eka, Arun held
various positions at Interlink Electronics, Inc. between April 1997 - May 2003.,
with the most recent  being that of Director of Product  Marketing  at Interlink
Electronics,  Inc (LINK). During his tenure at Interlink,  he introduced several
new and innovative  products ranging from RF remotes to signature pads. Prior to
Intelink,  he  introduced  several  new system  level  products  in the field of
Non-Destructive  testing for  companies  such as Physical  Acoustics,  Nuson and
Ultran  Laboratories.  Arun 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.


         No  appointee  for a director  position  has been  subject of any civil
regulatory proceeding or any criminal proceeding in the past five years.

         The term of office of each director and  executive  officer ends at, or
immediately  after,  the next annual  meeting of  shareholders  of the  Company.
Except as otherwise indicated,  no organization by which any director or officer
has been  previously  employed  is an  affiliate,  parent or  subsidiary  of the
Company.

                                        9
<PAGE>

         Section 16(a) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors,  and persons who
own more than 10% of a registered class of the Company's equity  securities,  to
file reports of ownership  and changes in ownership of equity  securities of the
Company  with the  Securities  and  Exchange  Commission  and NASDAQ.  Officers,
directors and  greater-than  10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings. The Company believes required filings have been made.

ITEM 10. EXECUTIVE COMPENSATION
- -------------------------------

     The Company paid or accrued a total of $0 in  compensation to the executive
officers  as a group for  services  rendered  to the  Company in all  capacities
during the fiscal year ended April 30, 2006 and 2005. No one  executive  officer
received,  or has accrued for his benefit, in excess of $60,000 for the year. No
cash bonuses were or are to be paid to such persons.

<TABLE>
<CAPTION>
                                     SUMMARY COMPENSATION TABLE OF EXECUTIVES
                                   Annual Compensation                         Awards
<S>                      <C>          <C>            <C>          <C>                     <C>                  <C>
- -----------------------------------------------------------------------------------------------------------------------
Name and Principal       Year         Salary ($)     Bonus ($)    Other Annual            Restricted Stock     Securities
Position                                                          Compensation ($)        Award(s)             Underlying Options/
                                                                                          ($)                  SARs (#)
- -----------------------------------------------------------------------------------------------------------------------
Daniel Medina,           2004         0              0            0                       12,000,0000          0
President and            2005         0              0            0                       0                    0
Director                 2006         0              0            0                       0                    0
- -----------------------------------------------------------------------------------------------------------------------
Madhava Rao Mankal       2004         0              0            0                       12,000,0000          0
Chief Financial Officer  2005         0              0            0                       0                    0
and Director             2006         0              0            0                       0                    0
-------------------------------------------------------------------------------------------------------------------------
Mike Swanson             2004         0              0            0                       0                    0
                         2005         0              0            0                       11,453               0
Director                 2006         0              0            0                       0                    0
- -----------------------------------------------------------------------------------------------------------------------
Tony Eshiet              2004         0              0            0                       0                    0
                         2005         0              0            0                       11,453               0
Director                 2006         0              0            0                       0                    0
- -----------------------------------------------------------------------------------------------------------------------
Arun Madhav              2004         0              0            0                       0                    0
                         2005         0              0            0                       11,453               0
Director                 2006         0              0            0                       0                    0
- -----------------------------------------------------------------------------------------------------------------------

All Officers             2004         0              0            0                       0                    0
as a group (2)           2005         0              0            0                       0                    0
                         2006         0              0            0                       0                    0

</TABLE>

                                        10
<PAGE>


Directors are not paid
50 Preferred  shares of `A' series to two  directors  have been  approved by the
independent members of the Board on May 20, 2005, but have not been issued.

The Company has no employee incentive stock option plan.

         There are no plans pursuant to which cash or non-cash  compensation was
paid or  distributed  during the last fiscal year,  or is proposed to be paid or
distributed in the future,  to the executive  officers of the Company.  No other
compensation not described above was paid or distributed  during the last fiscal
year to the executive  officers of the Company.  There are no compensatory plans
or  arrangements,  with respect to any executive  officer of the Company,  which
resulted  or  will  result  from  the  resignation,   retirement  or  any  other
termination of such individual's employment with the Company or from a change in
control  of  the  Company  or a  change  in  the  individual's  responsibilities
following a change in control.

Aggregated  Option/SAR Exercises in Last Fiscal Year and FY-End option/SAR value
(None)

Long Term Incentive Plans - Awards in Last Fiscal Year (None)


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         --------------------------------------------------------------

         The following table sets forth information,  as of April 30, 2006, with
respect to the  beneficial  ownership of the Company's no par value common stock
by each person known by the Company to be the beneficial owner of more than five
percent of the outstanding common stock, and by officers and directors.

                                         Number of        Percentage of
                  Name                   Shares Owned           Class
-------------------------------------   ----------------  -------------

Daniel Medina                           11,099,000            38.28
Madhava Rao Mankal                      11,245,000            38.80
Mike Swanson                                17,703             0.06
Tony Eshiet                                 17,703             0.06
Arun Madhav                                 19,703             0.07
Officers and Directors as a group       22,399,109            77.27



                                     PART IV

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
         ----------------------------------------------

The Company has adopted a policy under which any consulting or finder's fee that
may be paid to a third  party or  affiliate  for  consulting  services to assist
management  in evaluating a prospective  business  opportunity  would be paid in
stock 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.

                                        11
<PAGE>

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

Transactions with Management and Others
----------------------------------------

There were no  transactions or series of  transactions  during the  Registrant's
last  fiscal  year  or  the  current  fiscal  year,  or any  currently  proposed
transactions  or series of  transactions of the remainder of the fiscal year, in
which the amount  involved  exceeds $60,000 and in which to the knowledge of the
Registrant,  any director,  executive officer,  nominee,  future director,  five
percent  shareholder,  or any member of the  immediate  family of the  foregoing
persons,  have or will have a direct or indirect  material  interest,  except as
follows:

 53,109 restricted common shares issued to three directors for Services

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

The following documents have been filed during the year ended April 30, 2006:

Reports on Form 8-K:

8K - filed January 30, 2006
8K - filed July 14, 2006

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Company has provide for Audit services $2,500 for the year ended April 30, 2005.

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.  Our former  auditor  Michael  Johnson & Co, LLC billed the
Company  $8,000 for the  following  professional  services:  audit of the annual
financial  statement  of the Company for the fiscal  years ended April 30, 2003,
2004, 2005 and review of the interim financial  statements included in quarterly
reports on Form 10-QSB for the periods  ended July 31,  2003,  October 31, 2003,
January 31, 2004,  July 31, 2004,  October 31, 2004,  January 31, 2005, July 31,
2005, October 31, 2005 and January 31, 2006.

         Jaspers + Hall billed $4,000 for review services in fiscal 2005,  ended
April 30, 2006.

         There  were no audit  related  fees paid in 2002,  2003,  2004 or 2005.
There  were no tax  fees or  other  fees in  2003,  2004,  2005 or 2006  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
year 2003, 2004, 2005 and 2006.


                                       12
<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 - F-8


<PAGE>





                       MEDINA INTERNATIONAL HOLDINGS, INC
                          (A Development Stage Company)

                              Financial Statements
                                 April 30, 2006


<PAGE>





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


             REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM


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

We  have  audited  the  accompanying  balance  sheets  of  Medina  International
Holdings,  Inc., as of April 30, 2006, and 2005,  and the related  statements of
operations,  cash flows, and changes in stockholders'  equity for the years then
ended,  and for the period March 16, 1998 (date of inception) to April 30, 2006.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of Medina International
Holdings,  Inc. at April 30, 2006,  and 2005,  and the results of its operations
and its cash flows for the years then ended,  and for the period  March 16, 1998
(date of inception) to April 30, 2006, in conformity with accounting  principles
generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  described  in  Note 1 to the
financial statements,  conditions exists which raise substantial doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are also  discussed in Note 5. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.


July 20, 2006


                                       F-1

<PAGE>
<TABLE>
<CAPTION>



                       MEDINA INTERNATIONAL HOLDINGS, INC.
                          (A Development Stage Company)
                                 Balance Sheets
                                    April 30,

<S>                                                              <C>              <C>


                                                                     2006             2005
                                                                 -------------    -------------
ASSETS:

Current Assets:
  Cash                                                                $ 1,968            $ 180
  Inventory                                                            11,428                -
  Prepaid Expenses                                                        800                -
                                                                 -------------    -------------
   Total Current Assets                                                14,196              180
                                                                 -------------    -------------

Other Assets: Mold for Fire Rescue Boat                               188,910                -
                                                                 -------------    -------------

TOTAL ASSETS                                                        $ 203,106            $ 180
                                                                 =============    =============


LIABILITIES AND STOCKHOLDERS' DEFICIT:

Liabilities:
  Accounts payable and accrued interest                              $ 79,784         $ 62,473
  Lines of credit                                                      25,765                -
  Note payable                                                         17,000                -
  Related parties - short-term borrowings from shareholders           129,991            6,825
                                                                 -------------    -------------

TOTAL LIABILITIES                                                     252,540           69,298
                                                                 -------------    -------------

Stockholders' (Deficit):
  Preferred stock, $.001 par value, 10,000,000
   shares authorized, none issued or outstanding                            -                -
  Common stock, $.0001 par value, 100,000,000
    shares authorized, 28,938,391 and 26,820,000
    shares issued and outstanding                                         2,894          2,682
  Additional paid-in capital                                          1,085,464         26,480
  Deficit accumulated during the development stage                   (1,137,792)       (98,280)
                                                                 -------------    -------------

Total Stockholders' Deficit                                           (49,434)         (69,118)
                                                                 -------------    -------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                         $ 203,106            $ 180
                                                                 =============    =============

The accompanying notes are an integral part of theses financial statements.
</TABLE>

                                       F-2

<PAGE>
<TABLE>
<CAPTION>

                      MEDINA INTERNATIONAL HOLDINGS, INC.

                          (A Development Stage Company)
                             Statement of Operations

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


                                                                                         March 16, 1998
                                                    Year Ended                           (Inception) to
                                                    April 30,                              April 30,
                                                       2006               2005                2006
                                                  ---------------    ---------------    -----------------

INCOME                                                       $ -                $ -             $ 25,000


OPERATING EXPENSES:
Professional Fees                                         17,185             34,075              108,863
Bank Charges                                                 270                 20                  776
Telephone                                                  2,647              2,389                5,086
Travel                                                    10,799              1,009               15,019
Settlement of debt                                             -             17,000               17,000
Stock compensation                                       993,313              2,400              995,713
Miscellaneous expenses                                    15,287              4,534               19,821
                                                  ---------------    ---------------    -----------------
 Total Operating Expenses                              1,039,501             61,427            1,162,278
                                                  ---------------    ---------------    -----------------
Other Income(Expense)
Interest expense                                             (63)              (255)                (566)
Other income                                                  52                  -                   52
                                                  ---------------    ---------------    -----------------
  Net Other Income                                           (11)              (255)                (514)
                                                  ---------------    ---------------    -----------------
Net Loss from Operations                            $ (1,039,512)         $ (61,682)        $ (1,137,792)
                                                  ===============    ===============    =================

Weighted average number of
  shares outstanding                                  27,368,869         26,820,000

Net Loss Per Share                                      $ (0.038)          $ (0.002)
                                                  ===============    ===============
* Less than $0.01 per share                                   *                   *


The accompanying notes are an integral part of these financial sstatements.

</TABLE>

                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                      MEDINA INTERNATIONAL HOLDINGS, INC.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Deficit

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

                                                                                                      Deficit Accum.
                                                                       Additional                     During the
                                                Common Stock             Paid-In      Subscription    Development
                                            Shares         Amount        Capital      Receivable         Stage           Totals
                                         --------------   ----------   ------------  -------------   --------------   --------------
Balance -  March 16, 1998                            -          $ -            $ -            $ -              $ -              $ -
Stock issued for services                    2,400,000          240          1,760              -                -            2,000
Stock issued for cash                          300,000           30         24,970        (10,500)               -           14,500
Net loss for year                                                                                           (2,793)          (2,793)
                                         --------------   ----------   ------------  -------------   --------------   --------------
Balance -  April 30, 1999                    2,700,000          270         26,730        (10,500)          (2,793)          13,707
                                         --------------   ----------   ------------  -------------   --------------   --------------
Cash payment of subscription receivable              -            -              -         10,250                -           10,250
Net loss for year                                    -            -              -              -           (5,253)          (5,253)
                                         --------------   ----------   ------------  -------------   --------------   --------------
Balance -   April 30, 2000                   2,700,000          270         26,730           (250)          (8,046)          18,704
                                         --------------   ----------   ------------  -------------   --------------   --------------
Net loss for year                                    -            -              -              -          (21,426)         (21,426)
                                         --------------   ----------   ------------  -------------   --------------   --------------
Balance -  April 30, 2001                    2,700,000          270         26,730           (250)         (29,472)          (2,722)
                                         --------------   ----------   ------------  -------------   --------------   --------------
Net income for year                                  -            -              -              -            4,881            4,881
                                         --------------   ----------   ------------  -------------   --------------   --------------
Balance - April 30, 2002                     2,700,000          270         26,730           (250)         (24,591)           2,159
                                         --------------   ----------   ------------  -------------   --------------   --------------
Net loss for year                                    -            -              -              -           (4,610)          (4,610)
                                         --------------   ----------   ------------  -------------   --------------   --------------
Balance - April 30, 2003                     2,700,000          270         26,730           (250)         (29,201)          (2,451)
                                         --------------   ----------   ------------  -------------   --------------   --------------
Net loss for year                                    -            -              -              -           (7,397)          (7,397)
                                         --------------   ----------   ------------  -------------   --------------   --------------
Balance - April 30, 2004                     2,700,000          270         26,730           (250)         (36,598)          (9,848)
                                         --------------   ----------   ------------  -------------   --------------   --------------
Stock issued for services                   24,120,000        2,412              -              -                -            2,412
Subscription receivable                              -            -           (250)           250                -                -
Net loss for year                                    -            -              -              -          (61,682)         (61,682)
                                         --------------   ----------   ------------  -------------   --------------   --------------
Balance - April 30, 2005                    26,820,000        2,682         26,480              -          (98,280)         (69,118)
                                         --------------   --------------------------------------------------------------------------
Stock issued for services                    2,042,291          204          2,792              -                -            2,996
Stock issued for cash                          126,100           13         63,037              -                -           63,050
Net loss for year                                    -            -              -              -          (46,362)         (46,362)
                                         --------------   ----------   ------------  -------------   --------------   --------------
Balance - April 30, 2006                    28,988,391      $ 2,899       $ 92,309            $ -       $ (144,642)       $ (49,434)
                                         ==============   ==========   ============  =============   ==============   ==============

Stock issued for services                    1,954,109          195        976,860              -                -          977,055
Stock issued for royalties                       3,600            1          1,799              -                -            1,800
Stock issued for rent                            1,250            -            625              -                -              625
Stock issued foir license                       33,332            3         16,663              -                -           16,666
Stock issued for consideration                  50,000            5         24,995              -                -           25,000
Stock issued for cash                          126,100           13         63,037              -                -           63,050
Net loss for year                                    -            -              -              -      $(1,039,512)      (1,064,512)
                                         --------------   ----------    -----------   ------------   --------------   --------------
Balance - April 30, 2006                    28,988,391      $ 2,899      $ 110,459            $ -      $(1,137,792)       $ (49,434)
                                         =============    ==========    ===========   ============   ==============   ==============

The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       F-4

<PAGE>
<TABLE>
<CAPTION>

                       MEDINA INTERNATIONAL HOLDING, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                 Indirect Method




<S>                                                           <C>               <C>              <C>
                                                                                                  March 16, 1998
                                                                         Year Ended               (Inception) to
                                                                         April 30,                  April 30,
                                                                  2006              2005              2006
                                                              -------------     -------------    ---------------
Cash Flows From Operating Activities:
  Net (Loss)                                                  $ (1,039,512)        $ (61,682)      $ (1,137,792)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Stock issued for services                                     996,,146             2,412            998,558
   Changes in assets and liabilities:
     Increase in inventory                                         (11,428)                -            (11,428)
     Increase in prepaid expenses                                     (800)                -               (800)
     Increase in accounts payables                                  17,311            59,450             79,784
                                                              -------------     -------------    ---------------
                                                                 1,001,229            61,862          1,066,114
                                                              -------------     -------------    ---------------
Net Cash Used in Operating Activities                              (38,283)              180            (71,678)
                                                              -------------     -------------    ---------------
Cash Flows From Investing Activities:
  Purchase of mold                                                (188,910)                -           (188,910)
                                                              -------------     -------------    ---------------
Net Cash Used in Investing Activities                             (188,910)                -           (188,910)
                                                              -------------     -------------    ---------------

Cash Flow From Financing Activities:
  Increase in lines of credit                                       25,765                 -             25,765
  Proceeds from note payable                                        17,000                 -             17,000
  Proceeds (payments) from advances by shareholders                123,166                 -            129,991
  Issuance of common stock for cash                                 63,050                 -             89,800
                                                              -------------     -------------    ---------------
  Net Cash Provided By Financing Activities                        228,981                 -            262,556
                                                              -------------     -------------    ---------------
Increase (Decrease) in Cash                                          1,788               180              1,968

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


Supplemental Cash Flow Information:
  Interest paid                                                        $ -               $ -                $ -
                                                              =============     =============    ===============
  Taxes paid                                                           $ -               $ -                $ -
                                                              =============     =============    ===============
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       F-5
<PAGE>




                       MEDINA INTERNATIONAL HOLDINGS, INC.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                 April 30, 2006


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Operations

MEDINA INTERNATIONAL HOLDINGS, INC (the "Company") was incorporated on March 16,
1998 in the state of  Colorado.  The  Company  is  primarily  engaged in raising
capital funds from  investors and is developing  internally a Fire Cat boat. The
Company has  licenses to  manufacture  "Twelve Feet and Fifteen Feet Fire Rescue
Jet and recreational boats".

The Company's fiscal year end is April 30.

Basis of Presentation - Development Stage Company

The  Company  has not earned any  significant  revenue  from  limited  principal
operations.  Accordingly,  the Company's  activities  have been accounted for as
those of a "Development  Stage Enterprise" as set forth in Financial  Accounting
Standards Board Statement No. 7 ("SFAS 7").

Among  the  disclosures  required  by SFAS 7 are  that the  Company's  financial
statements be identified as those of a development  stage company,  and that the
statements of operations, stockholders' equity (deficit) and cash flows disclose
activity since the date of the Company's inception.

Basis of Accounting

The accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with U.S. generally accepted accounting principles.

Estimates

The  preparation  of  financial  statements  in  conformity  with U.S  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions that effect certain  reported amounts and disclosures.  Accordingly,
actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considered all cash and
other highly liquid  investments with initial maturities of three months or less
to be cash equivalents.

Inventories

Inventories are stated at lower of cost (FIFO) or market.  Inventories  consists
primarily of Hull & Deck Fiberglass parts and based on replacement cost.

Other Assets

Other asset consists of the cost of the Mold for 21 Feet Fire Rescue cat boat.

Net earning (loss) per share

Net loss per share is based on the weighted  average number of common shares and
common share equivalents outstanding during the period. There were no
equivalents during period.

Income Taxes

The Company  accounts  for income taxes under SFAS No. 109,  which  requires the
asset and liability  approach to accounting for income taxes. Under this method,
deferred tax assets and  liabilities  are measured based on differences  between
financial  reporting  and tax bases of assets  and  liabilities  measured  using
enacted tax rates and laws that are  expected  to be in effect when  differences
are expected to reverse.

                                       F-6
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)
         ------------------------------------------

Other Comprehensive Income

The Company has no material components of other comprehensive income (loss) and,
accordingly, net loss is equal to comprehensive loss in all periods.

Fair Value of Financial Instruments

The carrying amount of accounts  payable and advances  payable are considered to
be  representative of its respective fair value because of the short-term nature
of this financial instrument.

NOTE 2 - CAPITAL STOCK TRANSACTIONS:

The  authorized  capital  stock of the Company is  100,000,000  shares of common
stock at $.0001 par value.  The Company has issued  28,988,391  shares to eighty
two individuals for $87,800 and services.

1.   1,250 restricted common shares issued to Hollytouch  Corporation in lieu of
     $625 rent for office address for a period of twelve months.

2.   3,600  restricted  common shares were issued to Albert Mardikian in lieu of
     royalty for a $1,800 royalty for period of twelve months.

3.   126,100  restricted  common  shares issued for $63,050 in cash as part of a
     Private Placement.

4.   53,109 restricted common shares issued to three directors for Services

5.   1,901,000 restricted common shares issued to 12 persons for Services.

6.   33,332 restricted common shares issued to Point of View for License.


NOTE 3 - INCOME TAXES

There has been no provision for U.S. federal, state, or foreign income taxes for
any period  because the Company has  incurred  losses in all periods and for all
jurisdictions.

Deferred  income  taxes  reflect  the net tax effects of  temporary  differences
between the carrying  amounts of assets and liabilities for financial  reporting
purposes and the amounts used for income tax purposes. Significant components of
deferred tax assets are as follows:

Deferred tax assets
Net operating loss carryforwards                            $1,137,792
Valuation allowance for deferred tax assets                 (1,137,792)
                                                            --------

-------
Net deferred tax assets                                     $     -
                                                            =======

========

Realization  of deferred tax assets is dependent upon future  earnings,  if any,
the timing and amount of which are uncertain.  Accordingly, the net deferred tax
assets have been fully  offset by a valuation  allowance.  As of April 30, 2006,
the Company had net operating loss carryforwards of approximately $1,137,792 for
federal and state income tax purposes.  These carryforwards,  if not utilized to
offset taxable income begin to expire in 2007.  Utilization of the net operating
loss may be subject to substantial annual limitation due to the ownership change
limitations  provided by the Internal Revenue Code and similar state provisions.
The annual  limitation  could result in the expiration of the net operating loss
before utilization.


NOTE 4 - Related Party Transactions:

Officers of the Company have  provided  services and advanced cash in the amount
of $129,991 to the Company for operations. These advances are unsecured, bear no
interest, and due on demand.

                                       F-7

<PAGE>



                       MEDINA INTERNATIONAL HOLDINGS, INC.
                          (A Development Stage Company)
                          Notes To Financial Statements
                                 April 30, 2006


NOTE 5 - GOING CONCERN:

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern.  The Company's current  liabilities  exceeds current
assets  in the  amount  of  $238,344  and its  current  accumulated  deficit  is
1,137,792.

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
attain positive cash flow from operations.

NOTE 6 - NOTE PAYABLE

At April 30, 2006, note payable consists of the following:

Note payable to individual, 6% interest,
 secured by common stock, due on demand                 $17,000
                                                        =======


NOTE 7  - SUBSEQUENT EVENT

1.   Mold for the Fire Rescue and Rescue jet with Cat bottom has been completed.
     Manufacture of the first Fire Cat boat is in progress.

2.   Company  received  Symbol `MIHI' to be traded on the Bulletin  Board on May
     31, 2006.


NOTE 8  - RECENT ACCOUNTING PRONOUNCEMENT

In March 2005,  the FASB  issued FASB  Interpretation  No. 47,  "Accounting  for
Conditional Asset Retirement  Obligations"  ("FIN 47"). FIN 47 provides guidance
relating to the identification of and financial  reporting for legal obligations
to perform an asset retirement activity. The Interpretation requires recognition
of a liability for the fair value of a conditional  asset retirement  obligation
when incurred if the liability's fair value can be reasonably estimated.  FIN 47
also defines  when an entity would have  sufficient  information  to  reasonably
estimate  the fair value of an asset  retirement  obligation.  The  provision is
effective no later than the end of fiscal years ending after  December 15, 2005.
The Company  will adopt FIN 47 beginning  the first  quarter of fiscal year 2006
and  does  not  believe  the  adoption  will  have  a  material  impact  on  its
consolidated financial position or results of operations or cash flows.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections"  ("SFAS 154") which replaces  Accounting  Principles Board Opinions
No. 20 "Accounting  Changes" and SFAS No. 3,  "Reporting  Accounting  Changes in
Interim  Financial  Statements-An  Amendment  of APB  Opinion  No. 28." SFAS 154
provides guidance on the accounting for and reporting of accounting  changes and
error  corrections.  It  establishes  retrospective  application,  or the latest
practicable  date,  as the required  method for reporting a change in accounting
principle and the  reporting of a correction of an error.  SFAS 154 is effective
for accounting changes and a correction of errors made in fiscal years beginning
after  December  15,  2005 and is  required  to be adopted by the Company in the
first quarter of 2006.  The Company is currently  evaluating the effect that the
adoption  of SFAS 154 will  have on its  results  of  operations  and  financial
condition but does not expect it to have a material impact.

In June 2005, the Emerging  Issues Task Force,  or EITF,  reached a consensus on
Issue 05-6,  Determining  the  Amortization  Period for Leasehold  Improvements,
which requires that leasehold improvements acquired in a business combination or
purchased subsequent to the inception of a lease be amortized over the lesser of
the  useful  life of the  assets  or a term  that  includes  renewals  that  are
reasonably  assured at the date of the business  combination  or purchase.  EITF
05-6 is effective for periods beginning after July 1, 2005. We do not expect the
provisions  of  this  consensus  to  have a  material  impact  on the  financial
position, results of operations or cash flows.


                                       F-8
<PAGE>


SIGNATURES

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



MEDINA INTERNATIONAL HOLDINGS,INC.
(Registrant)

Date:  July 20, 2006
                                         /s/ Daniel Medina
                                         ------------------------------
                                         Daniel Medina, President

                                       13