UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-K

 

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended April 30, 2015

 

OR

 

/_/ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ___________________.

Commission file number: 000-27211

MEDINA INTERNATIONAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Colorado

84-1469319

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

191 Kettering Dr., Ontario, CA 92880

(Address of principal executive offices)

 

(909) 522-4414

(Registrant's telephone number, including area code)

 

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

Title of each class

 

Name of each exchange on which registered

Common Stock

 

OTC Markets

 

 

 

 

 

 

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

 

 

 

 

Common Stock

 

 

Title of each class

 

 



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes

[_]

No

[X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes

[_]

No

[X]

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 past 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 the past 90 days.             

Yes

[_]

No

[X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).           

Yes

[_]

No

[_]

Indicate by check mark if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

Large accelerated filer

[_]

Accelerated filer

[_]

Non-accelerated filer

[_]

Smaller reporting company

[X]

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes

[_]

No

[X]

State issuer's revenues for its most recent fiscal year: $239,059.  There were 56,090,117 shares of the Registrant's common stock outstanding as of April 30, 2015. The aggregate market value of the 16,426,497 shares of common stock held by non-affiliates of the Registrant is approximately $164,264 based on the closing market price of $0.01 per share on April 30, 2015.

DOCUMENTS INCORPORATED BY REFERENCE

None



MEDINA INTERNATIONAL HOLDINGS, INC.

2015 ANNUAL REPORT ON FORM 10-K

 

TABLE OF CONTENTS

ITEM

DESCRIPTION

PAGE

Part I

Item 1.

Description of Business

4

   Item 1A.

Risk Factors

6

   Item 1B.

Unresolved Staff Comments

 

 

Item 2.

Description of Property

13

      

 

Item 3.

Legal Proceedings

14

 

Item 4.

(Removed and Reserved)

14

 

Part II

 

Item 5.

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

14

 

Item 6.

Selected Financial Data

15

 

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

15

   Item 7A.

    Quantitative and Qualitative Disclosures About Market Risk.

21

 

Item 8.

Financial Statements and Supplementary Data

22

 

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

51

 

 

   Item 9A.

Controls and Procedures

51

   Item 9A(T)

Controls and Procedures

51

   Item 9B.

Other Information

51

 

Part III

 

Item 10.

Directors, Executive Officers, Corporate Governance

52

 

Item 11.

Executive Compensation

55

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 57

 

Item 13.

Certain Relationships and Related Transactions, and Director Independence

58

 

Item 14.

Principal Accounting Fees and Services

59

 

Part IV

 

Item 15.

Exhibits, Financial Statement Schedules.

60

 

Signatures

61



FORWARD-LOOKING STATEMENTS

In addition to historical information, some of the information presented in this Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). Although Medina International Holdings, Inc., ("Medina" or the "Company," which may also be referred to as "we," "us" or "our") believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that actual results will not differ materially from these 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, its ability to reach satisfactorily negotiated settlements with its outstanding creditors and raise debt and/or equity to fund negotiated settlements with its creditors and to meet its ongoing operating expenses. Cautionary statements regarding the risks, uncertainties and other factors associated with these forward-looking statements are discussed on page 5 below. You are urged to carefully consider these factors, as well as other information contained in this Annual Report on Form 10-K and in our other periodic reports and documents filed with the Securities and Exchange Commission  ("SEC").

PART I 

ITEM 1. DESCRIPTION OF BUSINESS

History

Medina International Holdings, Inc. ("Medina," "we," "us," "Company") was incorporated on June 23, 1998 in the state of Colorado as Colorado Community Broadcasting, Inc. In 2005, the Company changed its name to Medina International Holdings, Inc. Our corporate offices are located at 191 Kettering Dr., Ontario, California, 91761 and our telephone number is (951) 493-6785.

Medina manufactures products and services to assist emergency and defense organizations and personnel. Our products are manufactured by the Company's wholly owned subsidiary Harbor Guard Boats, Inc. The Company's securities are traded on Over the Market under the symbol, "MIHI."

In 2004, there was a change of management. In 2005, the board and the stockholders approved the name change to Medina International Holdings, Inc. Since these organizational restructurings, we have pursued a business plan that focuses on watercraft manufacturing for rescue, emergency, and defense operations, as well as, recreational uses.

Medina Marine, Inc. was formed in the State of California, on May of 2006, as a wholly owned subsidiary for the sole purpose of manufacturing watercrafts.  Medina Marine, Inc. was not an operating company since 2008. Management of the Company transferred 100% share capital of Medina Marine in March 2015 without any liability to a buyer.

The Company acquired Harbor Guard Boats, Inc. (Formerly called Modena Sports Design, LLC) as a wholly owned subsidiary of the company on June 18, 2008 and is incorporated in the State of California since 2003 to produce fire rescue, rescue and recreational boats. Harbor Guard Boats currently has nine (9) models of commercial and recreational watercrafts, ranging from 15' to 40' in length.

Harbor Guard Boats ("HGB") designs, manufactures, and markets high-performance, hand-laid fiberglass and aluminum  commercial watercrafts ranging from 15' to 40', which are utilized by fire, search & rescue, emergency, patrol, military and defense organizations. These watercrafts combine innovative designs with power, safety, handling and stability to create superior products designed to protect and save lives.

The Company owns the rights to the following websites:

www.medinaih.com

www.harborguardboats.com

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Our Company operates under non-exclusive licenses for the following patents:

 

Patent No.

Date

 U.S. 6,620,003

9/16/2003

 U.S. 7,004,101

2/28/2006

 U.S. 6,168,481

1/2/2001

Product Description

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

Commercial Boats - The Company currently has nine (9) commercial watercraft models, ranging from 15' to 40' in length.

Watercraft

Fire Rescue

Rescue

Aluminum

Fiber Glass

15'      Interceptor

X

X

20'      Interceptor

X

X

X

21'      Firecat

X

X

X

24'      Firehawk/Defender

X

X

X

26'      Firehawk/Defender

X

X

X X

30'      Firehawk/Defender

X

X X

37'      Firehawk/Defender

X

X X

40'      Firehawk/Defender

X

X X

40'      Ambulance Rescue

X

X X

 

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

All of our watercrafts either use jet propulsion, I/O and Out Boards for their power. The use of jet engines allows the watercraft to operate in shallow waters. In addition, the jet engines provide a greater safety to the rescuers and those being rescued. Our jet propulsion watercrafts allow the crew members to get extremely close to the victims without the worry of causing further injury to those being rescued. The use of I/O and Outboard engines are installed mainly in 20' and up models. In addition, some of our models are designed to accommodate multiple or mixture of the above mentioned engine types, taking into consideration safety and agility.

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

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

Competition

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

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

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

Sales and Marketing

Units Sold for the year ended April 30,

 

 

 

2015

2014

Department Type

No. Sold

Percentage

No. Sold

Percentage

 

Fire Department

1

100%

3

60%

Others

2

40%

Total

1

100%

5

100%

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

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

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

ITEM 1A. RISK FACTORS

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

Risks in Equity

We expect our stock price to be volatile which could cause a complete loss of investment to purchasers of our stock.

The trading price of our common stock is likely to be highly volatile. Our stock price could fluctuate widely in response to many factors, including, but not limited to the following:

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a.

 

our historical and anticipated quarterly and annual operating results;

 

 

 

b.

 

announcements of new products or services by us or our competitors or new competing technologies;

 

 

 

c.

 

investors' perceptions of us and investments relating to the watercraft and/or defense industry;

 

 

 

d.

 

developments in the watercrafts and/or defense industry;

 

 

 

e.

 

technological innovations;

 

 

 

f.

 

failure to diversify;

 

 

 

g.

 

changes in pricing made by us, our competitors or providers of alternative/substitute services;

 

 

 

h.

 

the addition or loss of business customers

 

 

 

i.

 

variations between our actual results and analyst and investor expectations

 

 

 

j.

 

condition or trends in the boat industry, including regulatory developments

 

 

 

k.

 

announcements by us of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

 

 

 

l.

 

additions or departures of key personnel; and

 

 

 

m.

 

general market and economic conditions.

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

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

In the past, the trading price of the Company's common stock has experienced substantial volatility. Sales of substantial amounts of common stock in the public market could adversely affect prevailing market prices. As of April 30, 2015, we had 56,090,117 shares of common stock outstanding, of which approximately 16,426,497 shares of common stock is or will be freely tradable, other than restrictions imposed upon our affiliates. The freely tradable shares, along with the contractually restricted shares, are significantly greater in number than the daily average trading volume of our shares. If the selling stockholders, or the holders of the freely tradable shares, were to sell a significant amount of our common stock in the public market, the market price of our common stock would likely be significantly and adversely affected.

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

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

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

c)       a security listed on NASDAQ;

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

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

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

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

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

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

We will need to raise substantial amount of additional capital and may issue shares for cash, services, or acquisitions at a price less than that paid by current owners, as needs arise. This poses a risk for investors in that there is no protection for them against such dilutive issuances, which could ultimately adversely affect the market and price for our shares, if a market ever develops.

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

Our securities are quoted on the Over-the-Market (OTC), under the symbol MIHI. Securities traded on the Over-The-Market are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts. The Securities and Exchange Commission's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on OTC markets. Quotes for stocks included on the OTC market are not listed in newspapers. Therefore, prices for securities traded solely on the OTC may be difficult to obtain and holders of our securities may be unable to resell their securities at or near their original acquisition price, or at any price.

In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders to buy or sell a specific number of shares at the current market price, it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and its execution.

 

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Future sales of our common stock by restricted shareholders could have a depressive effect on the market price for our stock

As of April 30, 2015, we had 56,090,117 shares of common stock outstanding, subject to restrictions on transfer referred to below, all other shares of common stock which we have not registered are considered "Restricted Securities" as defined under the Securities Act (1934) and in the future may be sold in compliance with rule 144 under the Securities Act or pursuant to a registration statement filed under the Securities Act. Rule 144 generally provides that a person holding restricted securities for a period of six months may sell every three months in brokerage transactions or market-maker transactions an amount equal to the greater of (i) one percent (1%) of our issued and outstanding common stock or (ii) the average weekly trading volume of the common stock during the four calendar weeks prior to the sale. Rule 144 also permits, under certain circumstances, the sale of shares without any quantity limitation by a person who is not an affiliate of the company and who has satisfied a one year holding period. The sale of substantial numbers of these shares, whether pursuant to rule 144 or pursuant to a registration statement, may have a depressive effect on the market price of our common stock by causing the supply to exceed demand.

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

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

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

Risks in General Operations

We rely upon licenses in the manufacturing of our boats

We manufacture our boats under various licenses; the loss of any could impair our business. Mr. Albert Mardikian, holds the patents on the designs we use to build our products. If we breach the license agreement, it may seriously impair our ability to manufacture the boats and we may not be able to successfully implement our business plan. License is for a certain period of time. If Mr. Mardikian is unwilling to renew the licenses, it may  impair our ability to manufacture the boats and we may not be able to successfully implement our business plan.

We rely on proprietary designs and rights and if we have to litigate those rights, our expenses could substantially increase

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

 

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We depend on our suppliers and if we cannot obtain certain components for our products, we might have to develop alternative designs that could increase our costs

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

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

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

Our ability to successfully commercialize our products will depend on, among other things, our ability to manufacture and sell our products and the relative cost to the customer of our product as compared to alternative competitive products. As a result, we may never achieve or sustain profitable operations.

We anticipate that we will continue to incur operating losses for the foreseeable future, due to a high level of planned operating and capital expenditures for developing manufacturing capabilities, increased sales and marketing costs, the hiring of additional personnel, greater levels of product development and our general growth objectives related to the design and manufacturing of our products.

We have incurred losses since our inception and expect to continue to incur losses in the future. We may never become profitable. We have historically generated substantial losses, which, if continued, could make it difficult to fund our operations or successfully execute our business plan, and could materially adversely affect our stock price. We experienced net loss of $650,893 for the year ended April 30, 2015. At April 30, 2015, we had an accumulated deficit of $8,368,686.

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

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

Our independent accountants have issued a going concern opinion and if we do not generate enough cash from operations to sustain our business we may have to liquidate assets or curtail our operations.

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

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We will need significant additional funds for operations and product marketing and development, which we may not be able to obtain

The expansion and development of our business will require significant additional capital. We intend to seek substantial additional financing in the future to fund the growth of our operations, including funding the significant capital expenditures necessary for us to provide products in our targeted markets. We may be unable to obtain any future equity or debt financing on acceptable terms or at all. A market downturn or general market uncertainty will adversely affect our ability to secure additional financing. If we are unable to obtain additional capital or are required to obtain it on terms less satisfactory than what we desire, we will need to delay deployment of our new products or take other actions that could adversely affect our business, prospects, operating results and financial condition. To date, our cash flow from operations has been insufficient to cover our expenses and capital needs. Our current capital resources have been expended and we need additional capital to continue expansion, which we may not be able to obtain, and it could impair or curtail operations.

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

At April 30, 2015, we had current liabilities of $3,243,077 and $91,002 in current assets. As of April 30, 2015, we have a working capital deficit of approximately $3,152,075. In the event that creditors or litigants, if any, were to attempt to collect, it is unlikely that stockholders, as equity holders, would receive some or any return of their investment, because creditors would be paid first.

A segment of our business focuses on government agencies, limited number of potential customers, and if we cannot obtain government contracts, we may not earn revenues

Obtaining government contracts may involve long purchase and payment cycles, competitive bidding, qualification requirements, delays or changes in funding, budgetary constraints, political agendas, extensive specification development, price negotiations and milestone requirements. Each government agency also maintains its own rules and regulations, varying significantly among agencies, with which we must adhere to. Government agencies also often retain some portion of fees payable upon completion of a project and collection of these fees may be delayed for several months.

We must comply with environmental regulations or we may have to pay expensive penalties or clean up costs

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

If we do not comply with government regulations, we may be unable to ship our products or may have to pay expensive fines or penalties

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

 

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Risks in sales/marketing

We are subject to substantial competition and we must continue to focus on product development to remain competitive.

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

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

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

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

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

a) hire and train sales and marketing personnel;

b) manage geographically dispersed operations;

c) encourage customers to purchase our products.

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

Success dependent on market acceptance .

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

 

Risks in management

We rely upon key employees to proceed with our business plans

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

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Our principal officers and directors own 56.90% 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. Medina and Mankal, officers and directors of the Company beneficially own approximately 56.90% of our outstanding common stock as of April 20, 2015. As a result, Messrs. Medina and Mankal have the ability to control substantially all matters submitted to our stockholders for approval, including

a) election of our board of directors;

b) removal of any of our directors;

c) amendment of our certificate of incorporation or bylaws; and

d) adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving the company.

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

Conflicts of interest. 

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

Limitations on directors' and officers' liability .

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

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None

ITEM 2. DESCRIPTION OF PROPERTIES

As of April 30, 2015, we did not own any properties. Our management signed a three-year lease for a 13,045 sq. ft. building in the city of Ontario, California, effective May 1, 2013. The address for this location is 191 Kettering Dr., Corona, CA, 91761. This building is owned by unrelated parties. The lease to the Ontario facility expires on June 30, 2016, and calls for monthly payments, initially at $5,610.00 per month plus $495.00 costs, escalating over the term of the lease to $5,950 per month plus costs.

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ITEM 3. LEGAL PROCEEDINGS

As of April 30, 2015, neither the Company nor any member of  management  was a party to any legal proceedings.

ITEM 4.  REMOVED AND RESERVED

PART II

 

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

Medina International Holdings, Inc. is quoted on the Over-the-Market (OTC) market and the trading symbol for the Company's common stock is MIHI. The Company's common stock began trading on the Over-the-Market (OTC) in May of 2006.

As of the date of this report, the Company's common stock has been thinly traded. There may never be substantial activity in the market and if there is substantial activity, such activity may not be maintained, and no prediction can be made as to what prices may prevail for our Company's common stock. The range of high and low trade quotations for each fiscal quarter since the last report, as reported by the National Quotation Bureau Incorporated, were as follows:

 

Year ended April 30, 2015

High

Low

First Quarter

$         0.04

$            0.01

Second Quarter

$         0.03

$            0.01

Third Quarter

$         0.01

$            0.01

Fourth Quarter

$         0.01

$            0.01

Year ended April 30, 2014

High

Low

First Quarter

$         0.04

$            0.00

Second Quarter

$         0.04

$            0.01

Third Quarter

$         0.17

$            0.01

Fourth Quarter

$         0.05

$            0.02

Dividend Policy

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

Recent Sales of Unregistered Securities

The Company committed 200,000 unregistered securities during the fiscal year ended April 30, 2015. The following presents the purpose for the issuance of unregistered securities:

Person/Entity

No. of Common Stock

Purpose

Board of Directors

   200,000

Fees for two independent Directors

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Exemption from Registration Claimed

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

ITEM 6. SELECTED FINANCIAL DATA

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

 

During the year ended April 30,

 

2015

2014

2013

Operating Results

  

Net Sales

$ 239,059

$ 2,124,657

$1,355,179

 

Gross Margin

$ (19,350)

$719,890

        282,078

 

Net Gain/Loss

$ (650,893)

$(44,455)

$(417,276)

Balance Sheet

 

 

 

Total assets

$147,950

$310,611

$467,579

 

Total debt

$3,243,077

$2,754,845

    2,875,058

 

Total Stockholders' equity

$(3,095,127)

$(2,444,234)

$(1,990,203)

Cash Flows

 

 

 

Net cash received (used) by operating activities

$16,146

$(18,817)

$ (415,545)

 

Net cash used by investing activities

$ -

$(67,183)

$(107,034)

 

Net cash provided (used) by financing activities

$(23,190)  

$(83,392)  

$505,226

 

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

CAUTIONARY AND FORWARD LOOKING STATEMENTS 

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

These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause the Company's actual results to be

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materially different from any future results expressed or implied by Medina International Holdings, Inc. in those statements. Important facts that could prevent Medina International Holdings, Inc. from achieving any stated goals include, but are not limited to, the following:

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

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

(b) Potential fluctuation in quarterly results;

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

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

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

(f) Failure to achieve a business;

(g) Rapid and significant changes in markets;

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

               (i) Insufficient revenues to cover operating costs.

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

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

Overview

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

The Company owns the rights to the following websites:

www.medinaih.com

www.harborguardboats.com

Key Challenges

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

a)  Continuing to expand our customer base both domestically and internationally;

b)  Continuing to meet or exceed customer's price expectations;

c)  Continuing to build brand name both domestically and internationally;

d)  Continuing to provide quality customer support;

e)  Competing with established competitors;

f)   Continuing the development of new products; and

g)   Reducing internal control weaknesses over financial reporting and disclosure.

The main uncertainty about our operations is whether we will continue to receive orders for our commercial products. Our potential customers rely on federal grants or other government budgets to receive funds to purchase equipment. Depending on the size of aid received, service personnel purchase equipment(s) for their

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departments. The size of the aid received by these departments creates a demand for our product, in terms of price and features. The timing of the funds cannot be predicted for our prospective international customers. The size of the aid cannot be predicted; hence we will be unable to forecast our outlook for the coming fiscal year.

Strategy

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

a)

 

Capitalize on the demand for commercial and recreational watercrafts;

 

 

 

b)

 

Build long-term relationships with business partners and stakeholders while providing profitability for our investors;

 

 

 

c)

 

Develop and expand strategic partnerships;

 

 

 

d)

 

Identify new products and markets to meet changing customer requirements; and

 

 

 

e)

 

Retain and provide opportunities for growth for our employees

 

 

 

Results of Operations

The following discussion and analysis is based on our consolidated statements of operations, which reflect our results of operations for the years ended April 30, 2015 and 2014, as prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP").

 

The following tables present our results of operations for the two years ended April 30, 2015 and 2014, as well as the percentage changes from year to year.

 

For the year ended April 30,

 

Dollar Change

 

Percentage Change

 

2015

 

2014

 

2015 vs. 2014

 

2015 vs.

 2014

 

Sales, net

$239,059

$2,124,657

$(1,885,598)

     (88.75)%

Cost Of Sales

 258,409

 1,404,767

$(1,146,358)

     (81.60)%

       Gross Profit

 (19,350)

     719,890

$   (739,240)

   (102.69)%

 

General and administrative expenses

 376,788

     580,604

$  (203,816)

   (35.10)%

Selling and marketing expenses

   34,303

     150,094

$  (115,791)

     (77.15)%

Write of off Inventory

   93,949

         0

        93,949

0

Write of off Intangible asset

   73,765

          0

        73,765

            

0

Loss from Operation

(598,155)

    (10,808)

$  ( 587,347)

(5,434.37)%

 

  Other income

   30,347

       41,252

 $   (10,905)

    (26.44)%

  Interest expense

 (83,085)

     (74,899)

 $    (8,186)

    (10.93)%

       Net other loss

 (52,738)

    (33,647)

 $    (19,091)

    (56.74)%

 

Loss before income tax (expense) benefit

$(650,893 )

$  (44,455)

$  (606,438)

(1,364.16)%

  Income tax (expense) benefit

               -

               -

 

Net  Loss from Operations

$(650,893)

 

$  (44,455)

 

$  (606,438)

 

(1,364.16)%

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2015 Compared to 2014

Net Sales

Revenue

For the Years Ended April 30,

 

Dollar Change

 

Percent Change

 

2015

2014

 

2015 vs. 2014

 

2015 vs. 2014

Number of Boats

1

5

    (4)

         80%

Boat sales, net

$239,059

$ 2,124,657

$1,885,598

88.75%

           

       Total

$239,059   

$ 2,124,657

 

  1,885,598

 

88.75%

Our sole source of revenue since our inception is attributable to commercial watercrafts. Our company sold watercraft and parts and earned $239,059 in revenues for the year ended April 30, 2015 as compared to $2,124,657 in revenues for the year ended April 30, 2014.

The decrease in sales for the year ended April 30, 2015 of $1,885,598 or 88.75%, was primarily due to an decrease in watercrafts sales.

Cost of sales

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

 

For the year ended April 30,

Dollar Change

Percentage Change

 

2015

2014

2015  vs 2014

2015  vs 2014

Cost of sales

$258,409

$  1,404,767   

$(1,146,358)

   (81.60)%

Gross profit

$(19,350)

$     719,890

$ (739,240)

 (102.69)%

Gross profit as a percentage of net sales

   (7.49)%

        51.25%

 

 

The decrease in cost of goods sold for the year ended April 30, 2015 of $1,146,358 or 81.60%, was primarily due to the decrease in sales. Our cost of goods sold comprise of direct material, direct labor, and production overhead which includes depreciation. Decrease in gross profit for the year ended April 30, 2015 of $739,240 or 102.69% was mainly due to decrease in sales. We include royalty payments for the use of the patents, as part of the production overhead.

General and administrative expenses.

General and Administrative Expenses

For the year ended April 30,

Dollar Change

Percentage Change

 

2015

2014

2015 vs. 2014

2015 vs.

2014

General and Administrative Expenses

$    376,788

$   580,604

$    203,816  

35.10%

 

General and administrative expenses included, but not limited to:

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

b)             Public company related expenditures;

c)              Stock compensation for services rendered to the Company;

d)             Management salaries

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e)              Compensation expenses; and

f)               Payroll taxes

The decrease in general and administrative expenses for the year ended April 30, 2015 of $203,816 or 35.10%, was mainly due to the decrease in depreciation, designs, licenses, medical, moving, repair, office, postage, professional expense, public relation and insurance expense for the year ended April 30, 2015.

Selling and marketing expenses

 

Selling and Marketing Expenses

For the year ended April 30,

Dollar Change

Percentage Change

 

2015

2014

2015 vs. 2014

2015 vs.

2014

Selling and Marketing Expenses

$   34,303

$150,094

$    115,791

77.15%

 

Selling expenses included:

a)              Commission paid to sales personnel;

b)             Traveling expenses related to sales;

c)              Freight expenses and

d)             Marketing expenditures.

e)              Trade show expenses

The decrease in selling and marketing expenses of $115,791 or 77.15%, during the year ended April 30, 2015 compared to that for the year ended April 30, 2014, was primarily due to commission on sales and freight associated with sales.

Other Income and Expenses

Other Income (Expenses)

For the year ended April 30,

Dollar Change

Percentage Change

 

2015

2014

2015 vs. 2014

2015 vs.

2014

Other Income

$     30,347

$  41,252

$(10,905)               

(26.43)%

Other Expense

$   (83,085)

$(74,899)

  ($8,186)

  10.93%

Other income consisted of cancellation of debt by our vendors.

Other Expense consists of interest expense on notes payable, credit cards, line of credits and shareholders' loans. Our other expenses increased by $8,186 or 10.93%, during the year ended April 30, 2015.

Net Income (Loss)

Net Income (Loss)

For the year ended April 30,

Dollar Change

Percentage Change

 

2015

2014

2015 vs. 2014

2015 vs.

2014

Net Income (Loss)

$(650,893)

$ (44,455)

$  (606,438)

1,364.16%

Based on the explanations described above, our net loss of $650,893 for the year ended April 30, 2015 increased by $606,438, or 1,364.16%, from net loss  $44,455 for the year ended April 30, 2014.

 

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Liquidity and Capital Resources

 

Cash Flow

For the Years Ended April 30,

 

2015

2014

 

Net cash provided by (used in) operating activities

 $34,255

$(18,817)

Net cash provided by (used in) investing activities

 $(0)

$(67,183)

Net cash provided by (used in) financing activities

$(23,190)

 $ 83,392

As of April 30, 2015, we had $11,092 cash on hand, inventory $79,910 and net fixed assets of $48,359. As of April 30, 2015, our total current liabilities were $3,243,077, which were represented mainly by accounts payable of $658,792, accrued liabilities of $1,465,792, deposits from customers of $306,025, short-term debt of $110,481, notes payable of $219,500 to unrelated party, and short-term borrowings from shareholders totaling $471,112. At April 30, 2015, our current liabilities exceeded current assets by $3,152,075.

As of April 30, 2014, we had $27 cash on hand, an inventory of $93,949 and net fixed assets of $208,046. As of April 30, 2014, our total current liabilities were $2,754,845, which were represented mainly by accounts payable of $700,903, accrued liabilities of $1,219,783, deposits from customers of $2,000, short-term debt of $127,041, notes payable of $216,650 to unrelated party, and short-term borrowings from shareholders totaling $480,592. At April 30, 2014, our current liabilities exceeded current assets by $2,663,869.

Our operations provided $34,255 in operating activities for the year ended April 30, 2015 compared to that of $18,817 used for year ended April 30, 2014.                                                                        

For the year ended April 30, 2015, we had invested zero dollars for equipment, designs & drawings and mold compared to $67,183 for the year ended April 30, 2014.

Financing activity used $23,190 in operating activities for the year ended April 30, 2015 compared to that of $83,392 provided for year ended April 30, 2014.

The Company had an accumulated deficit, as of April 30, 2015, of $8,368,686 compared to that for the year ended April 30, 2014, of $7,717,793.

Subsequent Events

Company filed Preliminary Proxy statement PRER 14C to approve the following  

1)              To amend the  Company's  articles of  incorporation  to increase the authorized common shares of the Company from 500,000,000  shares of common stock at par value $0.0001 to 12,000,000,000  shares of common stock at par value $0.00001.  This action will become effective upon the filing of an amendment to our Articles of Incorporation with the Secretary of State of Colorado.

 2.        (a) TO AMEND THE  COMPANY'S  ARTICLES OF  INCORPORATION  TO issue new class of preferred Series C shares. Corporation has defined the terms of new class of Super Preferred Series C stock.

(b) TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new class of preferred Series D shares. Corporation has defined the terms of new class of Super Preferred Series D stock.

This was never approved as Company was not current in reporting.

3. Mr. Erick Wolf resigned from board of Directors on September 8, 2014 for personal reasons.

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Acquisition Agreement - April 20, 2016

On April 20, 2016, Medina International Holdings, Inc. (the "Company") entered into an Acquisition and Purchase Agreement with Medical Innovation Holdings, a Joint Venture ("MedHold") whereby all of the assets of MedHold would be acquired by the Company from MedHold.

Medical Innovation Holdings, a Joint Venture, is establishing a nationwide, state by state, multi-disciplinary medical specialist provider/practice network, staffed by 16 types of Physician Specialists who serve the rural patient population via a seamless, comprehensive, sophisticated telemedicine program.

Pursuant to the Asset Acquisition Agreement, the closing of the Acquisition was effective April 20, 2016 although completed later.

Per the Acquisition and Purchase Agreement, the following items occurred:

(1)  The Company approved the issuance of 351,000,000 shares of the Company's restricted common stock to MedHold's designees;

(2) 30 shares of Class A Preferred Convertible Stock (Super Majority Voting) of Medina International Holdings, Inc. from Madhava Rao Mankal and Daniel Medina shall be conveyed for $100 to MedHold;

(3)  A total of 35,000,000 common shares owned by Madhava Rao Mankal, Daniel Medina and Albert Mardikian, and MGS Grand Sports, Inc. shall be conveyed under separate Share Purchase Agreements to retire to treasury for $100 each;

(4) The outstanding notes for legal fees for a total of $256,025, approximately, plus accrued interest thereon, were assumed and agreed to be paid in accordance with the terms thereof, without defenses or disagreements thereto at the time of closing.  The outstanding balances due to the auditor (approximately $20,000, including current quarter review fees) and transfer agent (approximately $1,600) shall be paid as the earnest money; and

(5)  Assignment of the Assets were issued in the form of a Bill of Sale duly executed.

Settlement Agreement and Release

 Medina International Holdings, Inc. (the "Company") entered into a Settlement Agreement and Release with Chenji Srinivasan Seshadri ("Debtholder") and Harbor Guard Boats, Inc., a California Corporation ("Harbor Guard").

The Agreement compromises, settles and otherwise resolves all claims for common shares, subscriptions, or Notes, or debts, relating to the Company and Debtholder as to any and all claims or causes of action whatsoever against the Company by Debtholder for any matter, action, or representation as the Company, any debt or Note, the subscription, by the subscriber, and other potential claims and causes of action arising from any relationship, agreement, subscription, debt, or Note, or actions of the Company or its management which may be claimed by Debtholder up to the date hereof. The Agreement requires payment of the sum of $60,000 to effectuate the release.

Divestiture of Harbor Guard Boats, Inc.

On April 20, 2016, the Company entered into an Acquisition Agreement with Daniel Medina and Rao Mankal, whereby they acquired the Harbor Guard Boats, Inc. stock from Medina, by assuming the debt related to Harbor Guard, totaling$1,819,091, and providing releases of liability for all of such debt, and retiring a total of 35 million shares of common stock of Medina to the treasury.  The Board made a determination that the assets were totally impaired, (which assets were fully impaired on the books) as no significant revenue was generated for over two years from the assets, and the assets had no net value exceeding even a portion of the debt relieved, and the company had no capital for recommencing business and had no sales. Further the debt relief to the company, was significant to allow the

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company to recapitalize.  Mr.  Mankal and Mr. Medina were affiliates and officers and directors and have concurrently tendered their resignations as officers and directors effective with the closing.  Two new directors are appointed and the four disinterested directors have approved the divestiture as being in the best interests of the Company, and its shareholders, in conjunction with the new business of the Company in the health care field.

This subsequent event has to be read in conjunction with the 8K filed concurrently here with.

On April 20, 2016 we agreed to an acquisition of the assets and business plan of Medical Innovation Holdings, Joint Venture for 351,000,000 shares and  to immediately sell our subsidiary Harbor Guard Boats, Inc. to Mr. Daniel Medina and Madhava Rao Mankal.  A definitive Stock Purchase Agreement was closed on April 26, 2016  During our consideration of the terms and further discussion we received $20,000 cash for payment of certain fees to auditors but no cash for the sale of Harbor Guard Boats, Inc.  The principals purchasing the Harbor Guard assets provided the retirement of 35, 000,000 shares of common stock of Medina and the assumption and release of a total of $1,225,192 in liabilities formerly consolidated with the medina financial statements.

Cash Payment 

In the total consideration paid to us for the sale of Harbor Guard Boats Inc. we received no cash.  The terms of the sale provided that we receive for payment of Audit fees. 

Medina International Holdings, Inc. Liabilities 

At the time of the closing Medina International Holdings, Inc. held approximately $1,819,091 of liabilities.  These liabilities included approximately $23,677 on a line of credit with Wells Fargo Bank and Advanta, $176,163 of accounts payable,  $478,929 Notes Payable to various parties, and  $1,140,311 to Daniel Medina and Madhava Rao Mankal. 

Harbor Guard Boats, Inc. Liabilities 

At the time of the closing, Harbor Guard Boats, Inc. held approximately $1,225,192 of liabilities.  These liabilities included approximately $71,491 on a line of credit with Citi Bank, $173,264 of accounts payable,   $177,411 of Accrued Payroll Liabilities, $535,487 of Customer deposit, $69,020 of notes payable, $172,519 of shareholders loan and $26,000 in other liabilities.

Medina International Holdings, Inc.'s outstanding liabilities of accounts payable and promissory notes  amounting to $176,163 (detail this number) and $256,025 respectively remained on the books of  Medina International Holdings, Inc. All other liabilities in the sale of Harbor Guard Boats, Inc., being assumed by the Daniel Medina and Madhava Rao Mankal.

Divestiture Considerations 

The terms of the sale did provide us  reduction of our overall debt by approximately $1,386,893, or approximately 76% of our total liabilities.  In addition, a future deferred payment of nearly $432,188 in outstanding notes may further reduce our liabilities by another 24% of our total liabilities if and when paid.  In total, the sale of Harbor Guard Boats, Inc. facilitates the reduction of our total liabilities as of the time of this report by approximately 76%.

Harbor Guard Boats, Inc. specialized in developing Rescue and Fire Rescue boats.

In evaluating the offer and sale of Harbor Guard Boats, Inc.. we considered many important factors including the current and on going negative cash flow of the operations, the difficulties encountered raising additional working capital in such a condition, including the extremely high cost of such capital, and the additional time and working capital needed to achieve positive cash flow and more favorable operating conditions. In addition to the operating factors, we also considered the approximately $1,140,311 of Officers payroll liabilities, $222,904.55 of notes payable relief to various parties, and $23,677 for additional credit card debt relief included as part of the consideration in the sale of Harbor Guard Boats, Inc. as relevant to our decision.

We believe that the sale of Harbor Guard Boats, Inc. may help shareholder value by allowing the company to refocus on new business.

-22-



Assumed Debt from which Medina International Holdings, Inc. has been released

The specific notes assumed by Daniel Medina and Madhava Rao Mankal in connection with the sale of Harbor Guard Boats, Inc. are summarized below, and has been released by the parties as to Medina.

MIHI recorded a gain on forgiveness of debt of $ 3,243,077 and $3,112,601 for the year ended April 30, 2015 and the nine months ended January 31, 2016, respectively on a pro forma basis as a result of the forgiveness of debt.

Pro forma financial information.

 

Medina International Holdings, Inc.

EXPLANATORY NOTE TO PRO FORMA FINANCIAL STATEMENTS

 

As of April 26, 2016, the Company completed  agreement pursuant to which the Company sold 100% of its interest in its subsidiary Harbor Guard Boats, Inc.,  to Daniel Medina and Madhava Rao Mankal, retiring 35,000,000 common shares of certain shareholders, obtaining releases of debt, and by which Medical Innovation Holdings Joint Venture acquired control of the company concurrent with vending in its business plan, assets, intellectual property and licenses for 351,000,000 restricted common shares. Company business plan, intellectual property and license is valued at $989,434 and it is written off due to impairment of asset. The pro forma financial information presented below has been derived from the financial statements of MIHI as of January 31, 2016 for balance sheet purposes as if the transaction took place on January 31, 2016. The pro forma statements of operations have been derived from the audited statement of operation for the year ended April 30, 2015 and the unaudited statement of operations for the nine months ended January 31, 2016 as if the transactions took place on May 1, 2014 and May 1, 2015.

-23-



  MEDINA INTERNATIONAL HOLDINGS, INC.             
Proforma  Balance Sheets            
             
             
      January 31,2016 Proforma Proforma Proforma April 26, 2016
      (Un-Audited) Adjustments Adjustments Adjustments Post Closing
      Pre-Closing MIHI HGB MEDHOLD MIHI
  ASSETS            
Cash $                             33,822  $                         33,822  $                                  -  
Inventory                             240,966                        240,966                                   -  
  Total current assets                             274,788                        274,788                                   -  
               
Fixed Assets:                             745,742                      412,729                      333,013                                   -  
Accumulated depreciation                            (717,686)                    (412,729)                      304,957                                   -  
  Total property & equipment                               28,056                          28,056                                   -  
             
Prepaid expenses  & deposits                                 8,589                            8,589                                   -  
  TOTAL ASSETS $                         311,433  $                           -                        311,433  $                                  -  
               
  LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)            
Accounts payable $                           349,427                        173,254                         176,173
Accrued liabilities                          1,582,672                   1,140,311                      442,361    
Short term debt                               94,640                        23,677                        70,963                                   -  
Customer Deposit                             535,488                        535,488                                   -  
Notes payable                             489,842                      233,817                           256,025
Related Parties - short-term borrowings from shareholders                             492,730                        492,730                                   -  
  Total current liabilities                          3,544,799                   1,397,805                   1,714,796                         432,198
  Shareholders Equity            
Series A  preferred  stock,  $0.01 par value,  50 shares  authorized,  30 shares issued and outstanding on Janaury 31, 2016                             360,000                             360,000
Common stock, $0.0001 par value, 500,000,000 shares authorized 56,090,117 shares issued and outstanding on January 31, 2016                                 5,609                          3,500                       35,100                         37,209
Additional paid-in capital                          4,907,950                 (1,401,305)                    (684,297)                   954,334                    6,579,292
Accumulated deficit                         (8,506,925)                     2,087,660                  (989,434)                  (7,408,699)
  Total stockholders' equity (deficit)                         (3,233,366)                 (1,397,805)                   1,403,363                             -                       (432,198)
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $                         311,433                                -                        311,433  $                                  -  

-24-

 

 



  MEDINA INTERNATIONAL HOLDINGS, INC.           
  Proforma  Statement of Operations          
  For the 12 Months Ended April 30, 2015          
             
    12 Months        
    Ended 4/30/2015 Proforma  Proforma  Proforma  Proforma
    Pre Closing Adjustment Adjustment Adjustment Post Closing
    CONSOLIDATED HGB MEDHOLD Note A MIHI
Sales, net    $               239,059  $           239,059 0    $                     -  
Cost of Goods Sold                   258,409               258,409 0    $                     -  
  Gross Profit (Loss)                   (19,350)                 19,350 0                           -  
             
General and administrative expenses 376,788               333,339 0    $             43,449
Selling and marketing expenses                   34,303                 34,303 0    $                     -  
Write off Inventory                   93,949                 93,949 0    $                     -  
Write of Intangible Assets                   73,765                         -              989,434    $        1,063,199
  Income (Loss)  from operations                  (598,155)             (480,941)           (989,434)              1,106,648
             
Other income                    30,347                 30,347 0    $                     -  
Forgiveness of debt                3,243,077  $        3,243,077
Interest expense (83,085)               (28,043) 0    $            (55,042)
  Net other (loss)                   (52,738)                 (2,304)                      -           3,243,077            3,188,035
                              -          
Loss before income tax (expense) benefit                  (650,893)             (478,637)           (989,434)         3,243,077            2,081,387
Income tax (expense) benefit                           -          
             
Net Income (Loss)  $              (650,893)             (478,637)           (989,434)         3,243,077            2,081,387
Net loss per share (Medina International Holdings, Inc.):           
  Basic  $                   (0.01)  $                     -    $                  -      $                     -  
  Diluted  $                   (0.01)  $                     -    $                  -      $                     -  
             
Weighted average number of shares outstanding:          
  Basic 56,090,117          56,090,117     372,090,117          372,090,117
  Diluted 56,090,117          56,090,117     372,090,117          372,090,117
             
Note A:  $3,243,077 liability was transferred to Harbor Guard Boats is recorded as extinguishment of debt.     
  There is no tax liability because of Medina has net operating losses carried forward .      

-25-

 

 



  MEDINA INTERNATIONAL HOLDINGS, INC.                 
  Proforma  Statement of Operations                
  For the Nine Months Ended January 31, 2016                
  (Unaudited)                
                   
   

9 Months

             
    Ended 1/31/2016   Proforma   Proforma   Proforma Proforma
    Pre Closing   Adjustment   Adjustment   Adjustment Post Closing
    CONSOLIDATED   HGB   MEDHOLD   Note A MIHI
Sales, net    $                             27,645                        (27,645)   0                                         -  
Cost of Goods Sold                                 74,521                        (74,521)   0                                         -  
  Gross Profit (Loss)                                (46,876)                          46,876   0                                         -  
                   
General and administrative expenses 159,118                      (152,125)   0                                   6,993
Selling and marketing expenses                                      960                             (960)   0                                         -  
Impairment of Assets                                         -                                    -                          989,434                               989,434
  Income (Loss)  from operations                              (206,954)                        199,961                        989,434                               996,427
                   
Other income                                 94,038                        (94,038)   0                                         -  
Forgiveness of debt                                  3,112,601                        3,112,601
Interest expense (25,325)                        (10,782)   0                                (14,543)
  Net other (loss)                                 68,713                        (83,256)   0                       3,112,601                        3,098,058
                                            -                
Loss before income tax (expense) benefit                               138,241                        116,705                        989,434                       3,112,601                        2,101,631
Income tax (expense) benefit                
                   
Net Income (Loss)  $                         138,241                        116,705                        989,434                     (3,112,601)                        2,101,631
Net loss per share (Medina International Holdings, Inc.):                 
  Basic  $                                 0.00 $ 0.00 $ 0.00     0.00
  Diluted  $                                 0.00 $ 0.00 $ 0.00     0.00
                   
Weighted average number of shares outstanding:                
  Basic 56,090,117                   56,090,117                 351,000,000                        372,090,117
  Diluted 56,090,117                   56,090,117                 351,000,000                        372,090,117
                   
Note A:  $3,243,077 liability was transferred to Harbor Guard Boats is recorded as extinguishment of debt.           
  There is no tax liability because of Medina has net operating losses carried forward .              

-26-


Going Concern

The Company's auditors have included "going concern" emphasis of matter paragraph in the Audit Report. There is substantial doubt about the ability of the Company to continue as a "going concern." The Company has limited capital, debt in excess of $3,152,075, minimal other assets, accumulated deficit and a stockholders' deficiency as of April 30, 2015 .

Off-Balance Sheet Arrangements

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

a)                          Any obligation under certain guarantees or contracts;

b)                         A retained or contingent interest in assets transferred to an unconsolidated entity or similar entity or similar arrangement that serves as credit, liquidity, or market risk support to that entity for such assets;

c)                          Any obligation under certain derivative instruments; and

d)                         Any obligation under a material variable interest held by the registrant in an unconsolidated entity that provides financing, liquidity, market risk, or credit risk support to the registrant, or engages in leasing, hedging, or research and development services with the registrant.

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

As of April 30, 2015, we did not have any obligation under certain guarantees or contracts as defined above.

As of April 30, 2015, we did not have any retained or contingent interest in assets as defined above.

As of April 30, 2015, we did not hold derivative financial instruments, as defined by FASB statement No. 133.

Accounting for Derivative Instrument and Hedging Activities, as amended.

As of April 30, 2015, we did not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities ("SPEs"), which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of April 30, 2015, 2014 and 2013, we were not involved in any unconsolidated SPE transactions.

Dividends

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

Short Term

On a short-term basis, we have not generated revenues sufficient to cover operations.  Based on our Company's prior history, we may continue to have insufficient revenues to satisfy current and recurring liabilities.

Need for Additional Financing 

We do not have capital sufficient to meet our cash needs.  We will have to seek loans or equity placements to cover such cash needs.  No commitments to provide additional funds have been made by the Company's management or other stockholders.  Accordingly, there can be no assurance that any additional funds will be available to us to allow us to cover our expenses as they may be incurred.

-27-



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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency

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

Commodity Prices

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

Insurance

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

-28-



ITEM 8. FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Medina International Holdings, Inc.

We have audited the accompanying consolidated balance sheet of Medina International Holdings, Inc., and subsidiary as of April 30, 2015 and 2014, and the related consolidated statements of operations and comprehensive loss, stockholders' equity (deficit) and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audits 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 consolidated financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Medina International Holdings, Inc., and subsidiary as of April 30, 2105, and the consolidated results of their operations and their consolidated cash flows for the year ended April 30, 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company had accumulated deficit of $8.37 million and a stockholders' deficit of $ 3.10 million as of April 30, 2015.  These conditions raise substantial doubt about its ability to continue as a going concern. Management's plans are also discussed in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

MJF & Associates, APC

Los  Angeles, California
October 26, 2015

-29-



MEDINA INTERNATIONAL HOLDINGS, INC.   
AND SUBSIDIARY  
Consolidated Balance Sheets  
             
    April 30,     April 30,  
    2015     2014  
    (Audited)     (Audited)  
  ASSETS            
               
Cash $         11,092   $                27  
Inventory           79,910              93,949  
Other receivables         237,718            237,718  
Reserve        (237,718)           (237,718)  
  Total other receivables                  -                       -    
  Total current assets           91,002              93,976  
               
Fixed Assets:         745,640            836,140  
Accumulated depreciation        (697,281)           (628,094)  
  Total property & equipment           48,359            208,046  
               
Prepaid expenses  & deposits             8,589                8,589  
               
  TOTAL ASSETS $       147,950   $        310,611  
               
  LIABILITIES AND SHAREHOLDERS' DEFICIT            
               
Accounts payable $       658,792   $        700,902  
Accrued liabilities      1,465,792         1,219,784  
Short term debt         110,481            127,041  
Customer Deposit         306,025                2,000  
Stock committed to be issued           11,375                7,876  
Notes payable         219,500            216,650  
Related Parties - short-term borrowings from shareholders         471,112            480,592  
  Total current liabilities      3,243,077         2,754,845  
               
Preferred stock 10,000,000 shares authorized            
  Series A  preferred  stock,  $0.01 par value,  30 shares  authorized,  30 shares issued and outstanding on April 30, 2015 & 2014         360,000            360,000  
  Series B  preferred  stock,  $0.001 par value,  100 shares  authorized,  20 shares issued and outstanding as on April 30, 2015 & 2014                  -                20,000  
Common stock, $0.0001 par value, 500,000,000 shares authorized            
56,090,117  shares issued and outstanding on April 30, 2015 and 2014             5,609                5,609  
Additional paid-in capital      4,907,950         4,887,950  
Accumulated deficit     (8,368,686)        (7,717,793)  
  Total stockholders' deficit     (3,095,127)        (2,444,234)  
               
  TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT $       147,950   $        310,611  
               
  The accompanying notes are an integral part of these financial statements
 

 

-30-



MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
Consolidated Statements of Operations
 
         
    For the years ended April 30,
    2015   2014
         
Sales, net $             239,059 $       2,124,657
Cost of Goods Sold               258,409         1,404,767
  Gross profit                (19,350)           719,890
         
General and administrative expenses               376,788           580,604
Selling and marketing expenses                 34,303           150,094
Write-off of inventory                 93,949                    -  
Write-off of intangible assets                 73,765                    -  
  Income (loss)  from operations              (598,155)            (10,808)
         
Other income - Gain on debt relief                 30,347             41,252
Interest expense                (83,085)            (74,899)
Net other Income (expense)                (52,738)            (33,647)
         
Income (Loss) before income tax (expense) benefit              (650,893)            (44,455)
Income tax (expense) benefit                        -                      -  
         
Net Income (Loss) from operations $            (650,893) $          (44,455)
         
         
Net Income (loss) per share:        
Basic $                 (0.01) $              (0.00)
  Diluted $                 (0.01) $              (0.00)
         
Weighted average number of shares outstanding:        
Basic   56,090,117   56,055,502
Diluted   56,090,117   56,055,502
         
The accompanying notes are an integral part of these financial statements.

-31-



MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
             
        For Years Ended
        April 30,
        2015   2014
Cash flows from operating activities:        
Net Income (loss) $     (650,893)  $     (44,455)
Adjustments to reconcile net Income (loss) to net cash        
  used in operating activities:        
    Common stock for services            3,499         7,876
    Depreciation expenses          85,922     101,659
    Write of off Intangible Asset          73,765    
             
Changes in operating assets and liabilities:        
    Decrease (Increase) in other receivable                 -         10,000
    Decrease (Increase) in inventory          14,040       99,799
    Increase (decrease) in accounts payable         (42,111)       44,000
    Increase (decrease) in accrued liabilities        246,008     288,802
    Increase (decrease) in customer deposits        304,025    (536,583)
    (Increase) decrease in prepaid expenses                 -         10,085
       Total adjustments        685,148       25,638
    Net cash (used in) provided by operating activities          34,255      (18,817)
             
Cash flows from investing activities:        
Purchase of property and equipment                 -        (67,183)
Sale of asset                 -                -  
    Net cash used in investing activities                 -        (67,183)
             
Cash flows from financing activities:        
Bank overdraft            (9,428)
Proceeds from notes payable             2,850           500
Proceeds/(Payments) from related party note payable           55,650
Net Proceeds/(Payments) from related party note payable shareholders         (9,480)       38,471
Net Proceeds/(Payments) on lines of credit & credit cards         (16,560)        (1,801)
                      -      
    Net cash provided by (used in) financing activities         (23,190)       83,392
             
Net increase (decrease) in cash and equivalents          11,065        (2,608)
             
Cash and equivalents - beginning of period                27         2,635
Cash equivalents - end of period $        11,092  $            27
             
Supplemental disclosure of cash flow information:        
Interest Paid $        20,149 $     17,909
  Income Taxes Paid $               -   $            -  
             
Supplemental schedule of noncash investing and financing activities:        
Stock issued for services    $      3,500    $   7,876
             
             
    The accompanying notes are an integral part of these financial statements

-32-



Medina International Holdings, Inc. and Subsidiary
Consolidated Statements of Shareholders' Equity (Deficit)
                 
            Additional    
Common Stock Preferred Stock Series A Preferred Stock Series B Paid-In Accumulated  
Shares Amount Shares Amount Shares Amount Capital Deficit Totals
Balance - April 30, 2012       55,890,117  $      5,589              30  $          360,000        20  $             20,000  $   4,880,270  $  (7,256,062)  $  (1,990,203)
                 
Net loss                           (417,276)            (417,276)
                 
Balance - April 30, 2013       55,890,117  $      5,589              30  $          360,000        20  $             20,000  $   4,880,270  $  (7,673,338)  $  (2,407,479)
                 
Stock issued to Directors               200,000                 20                         7,680                   7,700
Net gain                            (44,455)              (44,455)
Balance - April 30, 2014       56,090,117          5,609              30               360,000        20                 20,000       4,887,950      (7,717,793)      (2,444,234)
Stock cancelled              (20)  $           (20,000)  $         20,000    $                   -  
Net gain                          (650,893)            (650,893)
Balance - April 30, 2015       56,090,117          5,609              30               360,000         -                            -         4,907,950      (8,368,686)      (3,095,127)
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
 The accompanying notes are an integral part of the financial statements

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Medina International Holdings, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

April 30, 2015 and 2014

 

NOTE 1. GENERAL

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

The Company, under its wholly owned subsidiary, Harbor Guard Boats, Inc. plans to manufacture and sell recreational and commercial boats

The Company acquired Modena Sports Design, LLC, as a wholly owned subsidiary of the Company on June 18, 2008. Modena Sports Design, LLC was formed in the State of California in 2003 to produce fire rescue, rescue and recreational boats. Modena Sports Design, LLC reorganized as a California corporation on January 7, 2011 and changed its name to Harbor Guard Boats, Inc.

Going Concern

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

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplates continuation of the Company as a going concern. On April 30, 2015, the Company's current liabilities exceeded its current assets by $3,152,075. Also, the Company's operations generated $239,059 in revenue during the year ended April 30, 2015 and the Company's accumulated deficit was $8,368,686.

Management devoted considerable effort during the period ended April 30, 2015 towards management of liabilities and improving operations. Management has taken various steps to revise its operating and financial requirements, and it believes that the above actions will allow the Company to continue its operations through the next fiscal year.

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Basis of Presentation and Consolidation

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

Use of Estimates

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

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1)  Revenue recognition;

2)  Allowance for doubtful accounts;

3)  Inventory costs;

4)  Asset impairments;

5)  Depreciable lives of assets;

6)  Income tax reserves and valuation allowances;

7)  Fair value of stock options;

8)  Allocation of direct and indirect cost of sales;

9)  Contingent liabilities; and

10)  Warranty liabilities.

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

Revenue Recognition

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

Cash and Cash Equivalents

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

Accounts Receivable

The Company reviews its accounts receivables accounts periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.

Advertising costs

Advertising costs are expensed as incurred.  The Company recorded  no advertisement costs in 2015 and 2014.

Inventory

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

Fixed Assets

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

 

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Property and Equipment

No. of Years

Molds

7

Manufacturing Tools

5

Computers

3

Furniture

3

Office Equipment

3

Office Phone

3

Long Lived Assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), now codified in ASC 350,which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations for a Disposal of a Segment of a Business." The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 350. ASC 350 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced.

Income Taxes

2015

2014

Accumulated Deficit

 $8,368,686

 $7,717,793

Deferred tax asset

 $2,929,040

 $2,701,227

Valuation Allowance

 $227,813

 $15,558

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

At April 30, 2015 and 2014 the Company had net operating loss carry forwards of approximately $8,368,686 and $7,717,793, respectively, which begin to expire in 2034. The deferred tax asset of approximately $2,929,040 and $2,701,227 in 2015 and 2014 respectively, created by the net operating losses have been offset by a 100% valuation allowance. The change in the valuation allowance in 2015 and 2014 was $227,813 and $15,558.

Comprehensive Loss

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

Issuance of Shares for Service

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

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value of the equity instrument, whichever is more reliably measurable.

Fair Value of Financial Instruments

FASB ASC 825 requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying, as financial instruments are a reasonable estimate of fair value.

Foreign Currency Translations and Hedging

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

Basic and Diluted Net Loss per Share

Net loss per share is calculated in accordance with FASB ASC 105. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

Products and Services, Geographic Areas and Major Customers

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

Recently issued accounting pronouncements

In June 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASC") 105, "Generally Accepted Accounting Principals" (formerly Statement of Financial Accounting Standards ("SFAS") No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles"). ASC 105 establishes the FASB ASC as the single source of authoritative nongovernmental U.S. GAAP. The standard is effective for interim and annual periods ending after September 15, 2011. We adopted the provisions of the standard on September 30, 2011, which did not have a material impact on our financial statements. There were various other accounting standards and interpretations issued in 2011, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.

NOTE 3. RELATED PARTY TRANSACTIONS

The Company has various license agreements with a shareholder allowing its technology to be utilized in the manufacture of its boats. The license agreements typical provide for $1,500 royalty payment on every boat manufactured by the company except on boats manufactured where Mr. Albert Mardikian's patents are not used.

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

NOTE 4. TRADE RECEIVABLES

As of April 30, 2015 and 2014, we had no trade receivables.

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NOTE 5. INVENTORY

As of April 30, 2015 and 2014, inventory consisted of the following:

Inventory

For the years ended  April 30,

 

2015

 

2014

Work in progress

    $ 79,910

 

$93,949

  Total inventory

    $ 79,910

 

$   93,949

 

NOTE 6. OTHER RECEIVABLES

Other Receivables

For the years ended April 30,

 

2015

 

2014

Disposal of Subsidiary

$237,718

 

   $237,718

Reserve

(237,718)

 

   (237,718)

Sale of Spray booth

 

 

 

 

Total Receivables

$0

 

$     0     

At April 30, 2015 and 2014, the Company has provided a reserve in the amount of $237,718 due to non availability of financial statements of Wintec Protective Systems, Inc. Wintec Protective Systems, Inc. has defaulted the payment of $237,718 on March 28, 2015 per agreement. Company has sent letter to Wintec Protective Systems, Inc.  to pay the amount per settlement agreement. 

Entry in Settlement Agreement - Disposition of Subsidiary

On March 28, 2012, ROK Global, PLC ("ROK") entered into a Settlement Agreement and Mutual Release ("the Settlement Agreement") with Medina International Holdings, Inc. ("the Company"), Wintec Protective Systems, Inc. ("Wintec"), Mr. Daniel Medina, and Mr. Madhava Mankal Rao. Mr. Medina and Mankal are officers and directors of the Company.

In 2011, the Company, Wintec and ROK entered into agreements that provided for the Company to provide funding to Wintec and to contribute 3,000,000 shares of its common stock in exchange for 20,400,000 shares of Wintec. As a result of the agreements, Wintec had become the Company's 51% held subsidiary.

The Settlement Agreement provides for the agreements entered into in 2011 to be terminated and cancelled, effective immediately. All parties agree to the termination of the agreements without remedy and resolve each party of any claims or liabilities arising out of such agreements. As a result of the termination, Wintec is no longer a subsidiary of the Company. The Company transferred back to Wintec the 20,400,000 shares of Wintec in exchange for $1. Wintec transferred 3,000,000 shares of the Company's common stock issued in 2011, in exchange for $1; 

Wintec per agreement to pay to the Company $237,718 within two years of the date of the Settlement Agreement, which we have reserved at 100% of total receivable due to non availability of financial statements of Wintec Protective Systems, Inc.

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NOTE 7. FIXED ASSETS

At April 30, 2015 and 2014, fixed assets consisted of the following:

 

Fixed Assets

For the years ended April 30,

 

2015

 

2014

       
Machinery and equipment;

 

 

 

including molds & tools  

$722,514

 

$722,514

Computers

13,535

 

13,535

Office equipments

9,591

 

    9,591

Drawings  

0

 

90,500

Total Property and equipment  

745,640

 

836,140

Less accumulated depreciation

(697,281)

 

(628,094)

  Fixed Assets, net

$ 48,359  

 

$208,046   

 

                               

NOTE 8. PREPAID EXPENSES

As of April 30, 2015 and April 30, 2014, prepaid expenses included operating expenses and a vendor deposit in the amount of $8,589 and $8,589, respectively.

NOTE 9. ACCRUED LIABILITIES

Our accrued liabilities for the years ended April 30, 2015 and 2014 were as follows:

 

Accrued Liabilities

For the years ended April 30,

 

               2015

 

                     2014

Taxes

     $22,433  

 

$   23,413

Interest - shareholders' loan

149,622 

 

                   121,678

Interest - note payable

77,427

  

                            50,517

Accrued payroll

  1,144,510

 

991,176

Other Accrued  Expenses

45,800

 

0

Warranty liabilities

26,000

 

26,000

  Total accrued liabilities

$1,465,792 

 

     $  1,219,784

NOTE 10. SHORT-TERM DEBT

Short-term debt

For the years ended April 30,

 

2015

 

2014

 

 

 

 

Loan - Financial Institution

$ 84,279

 

$    94,887

Credit card 26,202

 

33,955

  Total short-term debt

$110,481

 

$128,842

 

The Company has a loan from a financial institution, under which the Company may borrow up to $100,000 on an unsecured basis at an interest rate of 8.75% with monthly payments due. As of April 30, 2015 and 2014, the outstanding balance for this loan was $84,279 and $94,887 respectively.

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

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NOTE 11. RISK MANAGEMENT ACTIVITIES

Foreign Currency

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

Commodity Prices

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

Insurance

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

NOTE 12. CUSTOMER DEPOSIT

Deposits from customers consisted of the following for the years ended April 30, 2015 and April 30, 2014:

Customer Deposit

For the years ended April 30,

 

2015

 

2014

       
Deposit for commercial boats

$301,025

 

$    0

Deposit for boatrecreation

 $   5,000

 

 2,000

  Total customer deposit

$306,025

 

$   2,000

 

NOTE 13. NOTES PAYABLE

Notes Payable consisted of the following for the years ended April 30, 2015 and April 30, 2014:

Notes Payable

For the years ended April 30,

 

 

2015

 

2014

 

 

 

 

 

 

Sri Krishna Mankal

$     50,000

 

$  50,000

Pavan Mankal

       59,000

 

    $  50,000

 

Seshadri

     110,500

 

    $110,500

 

 

Total notes payable

$   219,500

 

$   216,650

 

 

At April 30, 2015, the Company had an unsecured note payable to Mr. Srikrishna Mankal, non affiliate, in the amount of $50,000, which bears no interest. Interest accrued to date on this note payable is $7,000 and is currently due. Note was amended May 5 th , 2015 to include conversion feature to common stock with 25% discount on the closing bid price at the time of conversion to cover loan and interest. Note holder can convert at makers par value or 25% discount on market bid price, which ever is lower.

At April 30, 2015, the Company had an unsecured note payable to Mr. Pavan Mankal, non affiliate , in the amount of $59,000 includes interest of $4,000. Note was amended May 5 th , 2015 to include conversion feature to common stock with discount on the closing bid price at the time of conversion to cover loan and interest. Note holder can convert at makers par value or 25% discount on market bid price, which ever is lower.

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The convertible notes for $52,500 issued to Asher Enterprises, Inc. ("Asher") in June 24, 2011. This note carries interest of 8% per annum. $ 4,500 of the note principal was converted in to common shares. The remaining balance of $48,000 is payable on demand and has been assigned in the name of Mr. C S Seshadri. This note is convertible at the election of Mr. Seshadri from time to time after the issuance date. Due to the non-payment of the loan, the amount of principal and interest has become payable immediately at 150% of the outstanding balance. The note agreements contain covenants requiring Mr. Seshadri's written consent for certain activities not in existence or not committed to by the Company on the issue date of the notes, as follows: dividend distributions in cash or shares, stock repurchases, borrowings, sale of assets and certain advances and loans in excess of $100,000. Outstanding note principal and interest accrued thereon can be converted in whole, or in part, at any time by Mr. Seshadri after the issuance date into an equivalent of the Company's common stock determined by 60% of the average of the three lowest closing bid prices of the Company's common stock during the ten trading days prior to the date the conversion notice is sent by Mr. Seshadri. We have provided $35,000 as interest expense loss on the above transaction. The note contains a BCF amount of $35,000 which is amortized over the term of the loan.

The convertible notes for $42,500 issued to Asher in August 1, 2011. This note carries interest of 8% per annum This note has been assigned in the name of Mr. Seshadri and is payable on demand. This note is convertible at the election of Mr. Seshadri from time to time after the issuance date. Due to the non-payment of the loan, the amount of principal and interest has become payable immediately at 150% of the outstanding balance. The note agreements contain covenants requiring Mr. Seshadri's written consent for certain activities not in existence or not committed to by the Company on the issue date of the notes, as follows: dividend distributions in cash or shares, stock repurchases, borrowings, sale of assets and certain advances and loans in excess of $100,000. Outstanding note principal and interest accrued thereon can be converted in whole, or in part, at any time by Mr. Seshadri after the issuance date into an equivalent of the Company's common stock determined by 60% of the average of the three lowest closing bid prices of the Company's common stock during the ten trading days prior to the date the conversion notice is sent by Mr. Seshadri. We have provided $28,333 as interest expense loss on the above transaction. The note contains a BCF amount of $28,333 which is amortized over the term of the loan.

Above notes payable to C S Seshadri bears 8% interest per annum and currently due. Interest accrued to date on these notes payable is $70,427.

The Company has another Note payable for $20,000 which is payable on demand. Loan do not provide for any interest.

Company has a right to issue additional common stocks without further shareholders' approval. Our authorized and unissued shares can be used by management to oppose a hostile takeover attempt, delay or prevent changes of control, or changes in or removal of management.  

NOTE 14. SHAREHOLDER LOANS

Shareholder loans consisted of the following for the years ended April 30, 2015 and April 30, 2014:

 

Shareholders' Loans

For the years ended April 30,

 

2015

 

2014

 

 

 

 

Daniel Medina, President 

$285,881

 

$ 275,269

Madhava Rao Mankal, CFO

  185,231

 

   205,323

 

Total shareholders' loan

$471,112   

 

 $480,592

Shareholder loans are unsecured, bear interest at10% per annum, and are due on demand. From time to time, shareholders are involved in funding operations. These funds are provided and collected on  as needed basis.

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NOTE 15. STOCKHOLDERS' EQUITY

Common Stock

The Company has been authorized to issue, 500,000,000 shares of common stock with a par value of $0.0001. The Company had 56,090,117 shares of its common stock issued and outstanding on April 30, 2015.

During the year period ended April 30, 2015, the Company committed to issue 200,000 shares of its common stock to its independent directors for services, at various fair values for a total amount of $3,500 which were expensed in financial statement.

Preferred Stock

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

The Company issued 10 shares of Series 'A' Preferred Stock to each Mr. Mankal and Mr. Medina, CFO and President of the Company on January 14, 2010 for past services approved by board on May 19, 2005. On April 4, 2012 board approved further 5 shares each to Mr. Mankal and Mr. Medina for services.

Series B Convertible, Redeemable Preferred Stock; 100 shares designated; $1,000 per share stated value; Each one share of Series B is convertible into 0.20% of the outstanding common shares at time of conversion; convertible at any time; Redeemable by the Company in whole or in part at any time, at a price equal to the greater of (a) $1,000 per share or (b) the market value of the common into which the Series B is convertible on the date of redemption. Preferential liquidation rights to common, whereby Series B would receive up to150% of invested capital upon liquidation; voting rights equal to common, in an amount of shares that Series B could be converted. 20 shares of Series B preferred issued was subsequently cancelled in April 2015.

NOTE 16. COMMITMENTS

Operating Leases

As of April 30, 2015, we did not own any properties. Our management signed a three-year lease for a 13,045 sq. ft. building in the city of Ontario, California, effective May 1, 2013. The address for this location is 191 Kettering Dr., Ontario, CA, 91761. The lease to the Ontario facility expires on June 30, 2016, and calls for monthly payments, initially at $5,610 per month plus $495 costs, escalating over the term of the lease to $5,950 per month plus costs.

Our consolidated contractual obligations as of April 30, 2015, are as follows:

Operating Lease Obligation

Amount

April 30, 2016

May 2016 - June 2016

    67,320

    11,220

 

Total operating lease obligation

$  78,540

 

 

The Company has license agreements with a Mr. Albert Mardikian, related party allowing his technology to be utilized in the manufacture of its boats, along with $1,500 per boat towards royalty payments.

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NOTE 17.  SUBSEQUENT EVENT (UNAUDITED)

Company filed Preliminary Proxy statement PRER 14C to approve the following  

1)              To amend the  Company's  articles of  incorporation  to increase the authorized common shares of the Company from 500,000,000  shares of common stock at par value $0.0001 to 12,000,000,000  shares of common stock at par value $0.00001.  This action will become effective upon the filing of an amendment to our Articles of Incorporation with the Secretary of State of Colorado.

 2.        (a) TO AMEND THE  COMPANY'S  ARTICLES OF  INCORPORATION  TO issue new class of preferred Series C shares. Corporation has defined the terms of new class of Super Preferred Series C stock.

(b) TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new class of preferred Series D shares. Corporation has defined the terms of new class of Super Preferred Series D stock.

This was never approved as Company was not current in reporting.

3. Mr. Erick Wolf resigned from board of Directors on September 8, 2014 for personal reasons.

Acquisition Agreement - April 20, 2016

On April 20, 2016, Medina International Holdings, Inc. (the "Company") entered into an Acquisition and Purchase Agreement with Medical Innovation Holdings, a Joint Venture ("MedHold") whereby all of the assets of MedHold would be acquired by the Company from MedHold.

Medical Innovation Holdings, a Joint Venture, is establishing a nationwide, state by state, multi-disciplinary medical specialist provider/practice network, staffed by 16 types of Physician Specialists who serve the rural patient population via a seamless, comprehensive, sophisticated telemedicine program.

Pursuant to the Asset Acquisition Agreement, the closing of the Acquisition was effective April 20, 2016 although completed later.

Per the Acquisition and Purchase Agreement, the following items occurred:

(1)  The Company approved the issuance of 351,000,000 shares of the Company's restricted common stock to MedHold's designees;

(2) 30 shares of Class A Preferred Convertible Stock (Super Majority Voting) of Medina International Holdings, Inc. from Madhava Rao Mankal and Daniel Medina shall be conveyed for $100 to MedHold;

(3)  A total of 35,000,000 common shares owned by Madhava Rao Mankal, Daniel Medina and Albert Mardikian, and MGS Grand Sports, Inc. shall be conveyed under separate Share Purchase Agreements to retire to treasury for $100 each;

(4) The outstanding notes for legal fees for a total of $256,025, approximately, plus accrued interest thereon, were assumed and agreed to be paid in accordance with the terms thereof, without defenses or disagreements thereto at the time of closing.  The outstanding balances due to the auditor (approximately $20,000, including current quarter review fees) and transfer agent (approximately $1,600) shall be paid as the earnest money; and

(5)  Assignment of the Assets were issued in the form of a Bill of Sale duly executed.

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Settlement Agreement and Release

 Medina International Holdings, Inc. (the "Company") entered into a Settlement Agreement and Release with Chenji Srinivasan Seshadri ("Debtholder") and Harbor Guard Boats, Inc., a California Corporation ("Harbor Guard").

The Agreement compromises, settles and otherwise resolves all claims for common shares, subscriptions, or Notes, or debts, relating to the Company and Debtholder as to any and all claims or causes of action whatsoever against the Company by Debtholder for any matter, action, or representation as the Company, any debt or Note, the subscription, by the subscriber, and other potential claims and causes of action arising from any relationship, agreement, subscription, debt, or Note, or actions of the Company or its management which may be claimed by Debtholder up to the date hereof. The Agreement requires payment of the sum of $60,000 to effectuate the release.

Divestiture of Harbor Guard Boats, Inc.

On April 20, 2016, the Company entered into an Acquisition Agreement with Daniel Medina and Rao Mankal, whereby they acquired the Harbor Guard Boats, Inc. stock from Medina, by assuming the debt related to Harbor Guard, totaling$1,819,091, and providing releases of liability for all of such debt, and retiring a total of 35 million shares of common stock of Medina to the treasury.  The Board made a determination that the assets were totally impaired, (which assets were fully impaired on the books) as no significant revenue was generated for over two years from the assets, and the assets had no net value exceeding even a portion of the debt relieved, and the company had no capital for recommencing business and had no sales. Further the debt relief to the company, was significant to allow the company to recapitalize.  Mr.  Mankal and Mr. Medina were affiliates and officers and directors and have concurrently tendered their resignations as officers and directors effective with the closing.  Two new directors are appointed and the four disinterested directors have approved the divestiture as being in the best interests of the Company, and its shareholders, in conjunction with the new business of the Company in the health care field.

This subsequent event has to be read in conjunction with the 8K filed concurrently here with.

On April 20, 2016 we agreed to an acquisition of the assets and business plan of Medical Innovation Holdings, Joint Venture for 351,000,000 shares and  to immediately sell our subsidiary Harbor Guard Boats, Inc. to Mr. Daniel Medina and Madhava Rao Mankal.  A definitive Stock Purchase Agreement was closed on April 26, 2016  During our consideration of the terms and further discussion we received $20,000 cash for payment of certain fees to auditors but no cash for the sale of Harbor Guard Boats, Inc.  The principals purchasing the Harbor Guard assets provided the retirement of 35, 000,000 shares of common stock of Medina and the assumption and release of a total of $1,225,192 in liabilities formerly consolidated with the medina financial statements.

Cash Payment 

In the total consideration paid to us for the sale of Harbor Guard Boats Inc. we received no cash.  The terms of the sale provided that we receive for payment of Audit fees. 

Medina International Holdings, Inc. Liabilities 

At the time of the closing Medina International Holdings, Inc. held approximately $1,819,091 of liabilities.  These liabilities included approximately $23,677 on a line of credit with Wells Fargo Bank and Advanta, $176,163 of accounts payable,  $478,929 Notes Payable to various parties, and  $1,140,311 to Daniel Medina and Madhava Rao Mankal. 

Harbor Guard Boats, Inc. Liabilities 

At the time of the closing, Harbor Guard Boats, Inc. held approximately $1,225,192 of liabilities.  These liabilities included approximately $71,491 on a line of credit with Citi Bank, $173,264 of accounts payable,   $177,411 of Accrued Payroll Liabilities, $535,487 of Customer deposit, $69,020 of notes payable, $172,519 of shareholders loan and $26,000 in other liabilities.

Medina International Holdings, Inc.'s outstanding liabilities of accounts payable and promissory notes  amounting to $176,163 (detail this number) and $256,025

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respectively remained on the books of  Medina International Holdings, Inc. All other liabilities in the sale of Harbor Guard Boats, Inc., being assumed by the Daniel Medina and Madhava Rao Mankal.

Divestiture Considerations 

The terms of the sale did provide us  reduction of our overall debt by approximately $1,386,893, or approximately 76% of our total liabilities.  In addition, a future deferred payment of nearly $432,188 in outstanding notes may further reduce our liabilities by another 24% of our total liabilities if and when paid.  In total, the sale of Harbor Guard Boats, Inc. facilitates the reduction of our total liabilities as of the time of this report by approximately 76%.

Harbor Guard Boats, Inc. specialized in developing Rescue and Fire Rescue boats.

In evaluating the offer and sale of Harbor Guard Boats, Inc.. we considered many important factors including the current and on going negative cash flow of the operations, the difficulties encountered raising additional working capital in such a condition, including the extremely high cost of such capital, and the additional time and working capital needed to achieve positive cash flow and more favorable operating conditions. In addition to the operating factors, we also considered the approximately $1,140,311 of Officers payroll liabilities, $222,904.55 of notes payable relief to various parties, and $23,677 for additional credit card debt relief included as part of the consideration in the sale of Harbor Guard Boats, Inc. as relevant to our decision.

We believe that the sale of Harbor Guard Boats, Inc. may help shareholder value by allowing the company to refocus on new business.

Assumed Debt from which Medina International Holdings, Inc. has been released

The specific notes assumed by Daniel Medina and Madhava Rao Mankal in connection with the sale of Harbor Guard Boats, Inc. are summarized below, and has been released by the parties as to Medina.

MIHI recorded a gain on forgiveness of debt of $ 3,243,077 and $3,112,601 for the year ended April 30, 2015 and the nine months ended January 31, 2016, respectively on a pro forma basis as a result of the forgiveness of debt.

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Pro forma financial information.

 

Medina International Holdings, Inc.

EXPLANATORY NOTE TO PRO FORMA FINANCIAL STATEMENTS

 

As of April 26, 2016, the Company completed  agreement pursuant to which the Company sold 100% of its interest in its subsidiary Harbor Guard Boats, Inc.,  to Daniel Medina and Madhava Rao Mankal, retiring 35,000,000 common shares of certain shareholders, obtaining releases of debt, and by which Medical Innovation Holdings Joint Venture acquired control of the company concurrent with vending in its business plan, assets, intellectual property and licenses for 351,000,000 restricted common shares. Company business plan, intellectual property and license is valued at $989,434 and it is written off due to impairment of asset. The pro forma financial information presented below has been derived from the financial statements of MIHI as of January 31, 2016 for balance sheet purposes as if the transaction took place on January 31, 2016. The pro forma statements of operations have been derived from the audited statement of operation for the year ended April 30, 2015 and the unaudited statement of operations for the nine months ended January 31, 2016 as if the transactions took place on May 1, 2014 and May 1, 2015.

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  MEDINA INTERNATIONAL HOLDINGS, INC.             
Proforma  Balance Sheets            
             
             
      January 31, 2016 Proforma Proforma Proforma April 26, 2016
      (Un-Audited) Adjustments Adjustments Adjustments Post Closing
      Pre-Closing MIHI HGB MEDHOLD MIHI
  ASSETS            
Cash $                             33,822