UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 10Q

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

For the quarterly period ended July 31, 2012

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

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 of Incorporation) (IRS Employer ID Number)



1802 Pomona Rd., Corona, CA 92880
(Address of principal executive offices)

909-522-4414
(Registrant's Telephone number)

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 [X] No [ ]


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 (ss.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 [X ] No []

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 [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

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

Indicate the number of share outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

As of August 25, 2012, there were 55,890,117 shares of the registrant's common stock issued and outstanding.


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)                                      Page
                                                                               ----
                                                                                                                ----

Consolidated Balance Sheets - July 31, 2012 and April 30, 2012                 F-1

Consolidated Statements of Operations  -
      Three months ended July 31, 2012 and 2011                                F-2

Consolidated Statements of Cash Flows -
      Three months ended July 31, 2012 and 2011                                F-3

Consolidated Statement of Changes in Stockholders' Equity (Deficit)            F-4

Notes to Consolidated Financial Statements                                     F-5

Item 2.    Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                            1

Item 3.    Quantitative and Qualitative Disclosures About Market Risk -          3
           Not Applicable

Item 4.    Controls and Procedures                                               3

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings -Not Applicable                                       4

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds             4
                  -Not Applicable

Item 3.  Defaults Upon Senior Securities - Not Applicable                        4

Item 4.  Mine Safety Disclosures                                                 4

Item 5.  Other Information - Not Applicable                                      4

Item 6.  Exhibits                                                                5

SIGNATURES                                                                       6


PART I. - FINANCIAL INFORMATION


               MEDINA INTERNATIONAL HOLDINGS, INC. & SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS



                                                                                  July 31,     April 30,
                                                                                    2012          2011
                                                                                (Unaudited)    (Audited)
                                                                              -----------------------------
                          ASSETS

Current assets

      Cash                                                                    $       31,569      $      -
      Receivables                                                                    237,718       237,718
      Reserve                                                                       (237,718)     (237,718)
                                                                              -----------------------------
        Total receivables                                                                  -             -
      Inventory                                                                       99,640       224,566
                                                                              -----------------------------
                Total current assets                                                 131,209       224,566
                                                                              -----------------------------

Property and equipment                                                               765,189       753,332
      Accumulated depreciation                                                      (465,742)     (441,206)
                                                                              -----------------------------
                Total property and equipment                                         299,447       312,126
                                                                              -----------------------------
Other assets
      Prepaid expenses and deposits                                                    9,468         9,468

                                                                              -----------------------------
      Total assets                                                            $      440,124 $     546,160
                                                                              =============================
                          LIABILITIES & SHAREHOLDERS' EQUITY (DEFICIT)

Current liabilities

      Accounts payable                                                        $      621,686 $     684,678
      Accrued liabilities                                                            116,326       458,947
      Short term debt                                                                125,265       132,614
      Bank overdraft                                                                       -           192
      Customer deposit                                                               360,470       428,891
      Stock committed to be issued                                                       500             -
      Notes payable                                                                  110,500        90,500
      Related party payable                                                           50,000        57,500
      Related parties - short term                                                 1,028,558       683,041
                                                                              -----------------------------
                Total current liabilities                                          2,413,305     2,536,363

      Total liabilities                                                            2,413,305     2,536,363
                                                                              -----------------------------
Shareholders' equity (deficit)

      Preferred stock  10,000,000  shares  authorized  Series A preferred stock,
      $0.01 par value, 50 shares authorized,
           30 shares issued and outstanding                                          360,000       360,000
      Series B preferred stock, $0.001 par value, 100 shares authorized,
           20 shares issued and outstanding                                           20,000        20,000
      Common stock, $0.0001 par value: 500,000,000 shares authorized
        55,890,117 shares issued and outstanding, respectively                         5,589         5,589
      Additional paid-in capital                                                   4,880,270     4,880,270
      Accumulated deficit                                                         (7,239,040)   (7,256,062)

                                                                              -----------------------------
                Total shareholders' equity (deficit)                              (1,973,181)   (1,990,203)

                                                                              -----------------------------
Total liabilities and shareholders' equity (deficit)                          $      440,124 $     546,160
                                                                              =============================

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

                                       F-1


              MEDINA INTERNATIONAL HOLDINGS INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)



                                                                                             For the Three Months Ended
                                                                                                       July 31,
                                                                                               2012              2011

                                                                                        ------------------------------------
Sales, net                                                                              $        642,755  $         300,662
Cost of Goods Sold                                                                               463,426            177,292
                                                                                        ------------------------------------
      Gross profit (loss)                                                                        179,329            123,370
                                                                                        ------------------------------------
General and administrative expenses                                                              105,500            477,290
Selling and marketing expenses                                                                    41,237             26,198
Write-off of assets                                                                                    -                  -
                                                                                        ------------------------------------
      Income (loss) from operations                                                               32,592           (380,118)
                                                                                        ------------------------------------
Other income                                                                                           -                  -
Interest expense                                                                                 (15,570)           (52,012)
                                                                                        ------------------------------------
      Net other Income (loss)                                                                    (15,570)           (52,012)

                                                                                        ------------------------------------
Net Income (Loss) from operations                                                       $         17,022  $        (432,130)
                                                                                        ====================================
Net loss per share:
      Basic                                                                             $           0.00  $           (0.01)
                                                                                        ====================================
      Diluted                                                                           $           0.00  $           (0.01)
                                                                                        ====================================
Weighted average number of shares outstanding:
      Basic                                                                                   55,890,117         51,208,323
                                                                                        ====================================
      Diluted                                                                                 55,890,117         51,208,323
                                                                                        ====================================
      The accompanying notes are an integral part of these financial statements.

                                       F-2


              Medina International Holdings, Inc. and Subsidiaries
                 Consolidated Statements of Shareholders' Equity
                    For the Three Months Ended July 31, 2012
                                   (Unaudited)


                                             Preferred Stock Preferred Stock  Additional
                        Common Stock             Series A      Series B         Paid-In   Accumulated
                      Shares    Amount       Shares  Amount  Shares  Amount     Capital      Deficit      Totals
                     -------------------------------------------------------------------------------------------
Balance - April 30,  55,890,117  5,589        30    360,000    20    20,000   4,880,270 $ (7,256,062) $(1,990,203)
          2012

Net income (loss)              -     -         -          -     -         -           -       17,022        17,022
                     --------------------------------------------------------------------------------------------
Balance - July 31,  255,890,117  5,589        30    360,000    20    20,000   4,880,270 $ (7,239,040)  $(1,973,181)
          2012
                    ==============================================================================================

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

                                       F-3


              MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


                                                                                     For the Three Months Ended
                                                                                              July 31,
                                                                                      2012             2011

                                                                                --------------------------------
Cash flows from operating activities:
Net income (loss)                                                               $        17,022 $      (432,130)

Adjustments  to  reconcile  net  income  (loss)  to net cash  used in  operating
  activities:
      Common stock expenses                                                                 500         245,000
      Depreciation expenses                                                              24,536          41,854
      Write-off of fixed assets                                                               -               -
Changes in operating assets and liabilities:
      Decrease (Increase) in accounts receivable                                              -         (20,053)
      Decrease (Increase in other receivable                                                  -          (2,108)
      Decrease (Increase) in inventory                                                  124,926          35,486
      Increase (Decrease) in accounts payable                                           (62,992)        117,913
      Increase (Decrease) in accrued liabilities                                          3,445          73,205
      Increase (Decrease) in customer deposits                                          (68,421)       (147,695)
      (Increase) decrease in prepaid expenses                                                 -               -
                                                                                --------------------------------
      Total adjustments                                                                  21,994         343,602
                                                                                --------------------------------
Net cash received (used) in operating activities                                         39,016         (88,528)
                                                                                --------------------------------
Cash flow from investing activities:
      Purchase of property and equipment                                                (11,857)              -
                                                                                --------------------------------
      Total cash flow used in investing activities                                      (11,857)              -
                                                                                --------------------------------
Cash flows from financing activities:
      Bank overdraft                                                                       (192)              -
      Proceeds (Payments) from notes payable                                             20,000          86,797
      Proceeds (Payments) from related party note payable                                (7,500)         (6,401)
      Proceeds (Payments) from related party note payable shareholders                     (549)              -
      Proceeds (Payments) on lines of credit & credit cards                              (7,349)         (4,505)
      Proceeds from stock subscription                                                        -               -
                                                                                --------------------------------
      Total cash flow provided (used) by financing activities                             4,410          75,891

Net increase (decrease) in cash and cash equivalents                                     31,569         (12,637)

Cash and cash equivalents - beginning of period                                               -          17,353
                                                                                --------------------------------
Cash and cash equivalents - end of period                                       $        31,569 $         4,716
                                                                                ================================
Supplemental disclosure of cash flow information:
      Interest Paid                                                             $        15,570 $        17,012
                                                                                ================================
      Taxes Paid                                                                $             - $             -
                                                                                ================================
Supplemental schedule of noncash investing and financing activities:
      Stock issued from services                                                $        30,513 $       245,000
                                                                                ================================


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

                                       F-4


MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JULY 31, 2012
(Unaudited)

NOTE 1 - BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

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 two wholly owned subsidiaries, Harbor Guard Boats, Inc. and Medina Marine, Inc., plans to manufacture and sell recreational and commercial boats. The Company formed Medina Marine, Inc., as a wholly owned subsidiary of the Company, on May 22, 2006 to manufacture and sell fire rescue, rescue and recreational boats.

The Company signed an agreement to acquire Modena Sports Design, LLC, as a wholly owned subsidiary of the Company on June 18, 2008. Modena Sports Design, LLC was formed in the State of California in 2003 to produce fire rescue, rescue and recreational boats. Modena Sports Design, LLC reorganized as a California corporation on January 7, 2010 changed its name to Harbor Guard Boats, Inc.

Presentation of Interim Information

In the opinion of the management of the Company, the accompanying unaudited financial statements include all normal adjustments considered necessary to present fairly the financial position and operating results of the Company for the periods presented. The financial statements and notes are presented as permitted by Form 10-Q, and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2012. It is management's opinion that when the interim financial statements are read in conjunction with the April 30, 2012 Annual Report on Form 10-K, the disclosures are adequate to make the information presented not misleading. Interim results are not necessarily indicative of results for a full year or any future period. The accompanying consolidated financial statements of Medina International Holdings, Inc. and its subsidiaries were prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") and include the assets, liabilities, revenues, and expenses of subsidiaries, Medina Marine, Inc., Harbor Guard Boats, Inc. All intercompany balances and transactions have been eliminated in consolidation.

F-5

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 July 31, 2012, the Company's current liabilities exceeded its current assets by $2,282,159. Also, the Company's operations generated $642,755 revenue during the current period ended and the Company's accumulated deficit is $7,239,085.

Management has taken various steps to revise its operating and financial requirements, which we believe are sufficient to provide the Company with the ability to continue on in the subsequent year. Management devoted considerable effort during the period ended July 31, 2012 towards management of liabilities and improving our operations. Management believes that the above actions will allow the Company to continue its operations through the next fiscal year.

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

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

Basis of Presentation and Consolidation

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

Use of Estimates

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

1) Revenue recognition;
2) Allowance for doubtful accounts;
3) Inventory costs;
4) Asset impairments;
5) Depreciable lives of assets;
6) Income tax reserves and valuation allowances;
7) Fair value of stock options;
8) Allocation of direct and indirect cost of sales;
9) Contingent liabilities; and 10) Warranty liabilities.

F-6

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 ASC 650 "Revenue Recognition." Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied, are recorded as unearned revenue.

Cash and Cash Equivalents

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

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. At July 31, 2012 and April 30, 2012, the Company had $237,718 in its allowance for doubtful accounts.

Inventory

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

Fixed Assets

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

Long Lived Assets

The Company adopted codification ASC 350 "Accounting for the Impairment or Disposal of Long-Lived Assets", 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.

F-7

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, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to non-employees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable.

Fair Value Of Financial Instruments

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

Foreign Currency Translation And Hedging

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

Basic And Diluted Net Loss Per Share

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

Products and services, geographic areas and major customers

The Company earns revenue from the sale of recreational and commercial boats. The Company's products were sold domestically and internationally. The Company does not separate sales activities into different operating segments.

Recently issued accounting pronouncements

There were accounting standards and interpretations issued during the three months ended July 31, 2012, none of which are expected to have a material impact on the Company's financial position, operations or cash flows.

F-8

NOTE 3. INVENTORY

As of July 31, 2012, inventory consisted of the following:

                            Inventory                         Cost
                            ---------                         ----

Parts                                                         $         0
Work-in-Progress                                                   99,640
Finished Goods                                                          0
                                                           ----------------
Total Inventory                                                $   99,640
                                                           ================

NOTE 4. FIXED ASSETS

As of July 31, 2012, fixed assets consisted of the following:

Property and Equipment                                               Cost
----------------------                                               ----

Machinery and equipment; including molds & tools                  $672,502
Computers                                                           13,535
Furniture & fixture                                                  2,537
Office equipments                                                    4,540
Fire Extinguisher                                                      500
Intangible Assets                                                   71,575
                                                         ------------------
Total Property and Equipment                                       765,189
Less accumulated depreciation                                     (465,742)
                                                         ------------------
Fixed Assets, Net                                                 $299,447
                                                         ==================

NOTE 5. SHORT-TERM DEBT

As of July 31, 2012, Short term debts consisted of the following:

Financial Institutions
----------------------

Citi bank                                                        $  94,866
Wells Fargo bank                                                     8,000
Credit Cards                                                        22,379
                                                           -------------------
Total Short Term debt                                            $ 125,265
                                                           ===================

F-9

At July 31, 2012, the Company has a line of credit totaling $100,000, under which the Company may borrow on an unsecured basis since the year 2008 at an interest rate of 8.75.% with monthly payments due. The outstanding balance for this loan was $94,886.

At July 31, 2012, the Company originally borrowed $11,024.92 from Wells Fargo bank as equipment loan repayable in monthly installments over a period of 60 monthly installments of $212.

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

NOTE 6. RELATED PARTY TRANSACTION

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

NOTE 7. CUSTOMER DEPOSIT

Deposit from customers at the end of quarter ended July 31, 2012 consists of the following:

Deposit for commercial boats                       $   339,970
Deposit for recreational boats                          20,500
                                                    -----------
                  Total                             $  360,470
                                                    ===========

NOTE 8. NOTE PAYABLE

Deposit from customers at the end of quarter ended July 31, 2012 consists of the following:

Notes payable - related party $ 50,000 Notes payable - others 110,500 Total $160,500

At July 31, 2012, the Company had an unsecured note payable to Mr. Srikrishna Mankal, son of Madhava Rao Mankal, CFO of the Company, in the amount of $50,000, which bears an 8% interest repayable. Interest accrued to date $14,000.

At July 31, 2012, the Company had an unsecured convertible note payable with an unrelated party in the amount of $90,500, which bears at 8-22% interest and is currently due. The note is convertible at the holders' option (principal & interest) in full or part into common stock at 60% of the average of the three lowest market bid prices on the Company's common stock from the previous 10 days' quotes. The Company recognized a $95,000 beneficial conversion expense during the year ended April 30, 2012 with an offset to additional paid in capital.

NOTE 9. SHAREHOLDERS' LOANS

At July 31, 2012, Shareholders' loans consisted of the following:

Daniel Medina, President & Director                      $256,444
Madhava Rao Mankal, Chief Financial Officer  & Director   241,330
                                                          -------
Total                                                    $497,774
                                                          ========

F-10

Shareholder's loan from shareholder of the Company, unsecured, 10% interest per annum, due on demand.

NOTE 9. STOCKHOLDERS' EQUITY

During the quarter ended July 31, 2012, the Company did not issue any shares of its common stock.

NOTE 10. COMMITMENTS AND CONTINGENCIES

Rental Leases

The Company signed a 3 year lease for 11,900 square feet building in the city of Corona, in the state of California, effective April, 2010. The address for this location is 1802 Pomona Rd, Corona, CA 92880. This building is owned by unrelated parties. The lease expires on March 31, 2013, and calls for monthly payments initially of $2,600 per month plus costs, escalating over the term of the lease to $6,000 per month plus costs.

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

NOTE 11 - SUBSEQUENT EVENTS

On August 31, 2012, the Board of Directors of the Company authorized the creation of a new series of its Preferred Stock. On August 28, 2012, the Company amended its Articles of Incorporation to designate the Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock ("Series C Preferred Stock") has 500 authorized shares. At the time of this filing no shares of the Series C Preferred Stock have been issued.

The holders of the Series C Preferred Stock have a voting right equal to that of the common stock holders in any matter that the common stock holders of the Company are able to vote upon. The Series C Preferred Stock is equal to such number of votes as shall be equal to the aggregate number of shares of common stock into which such holder's shares of Series C Stock are convertible immediately after the close of business on the record date determined for any vote.

The Series C Preferred Stock is convertible into shares of the Company's restricted common stock. The Series C Preferred Stock will convert at a rate of 1 share of Series C Preferred Stock for 62,500 shares of the Company's common stock.

The Company has evaluated it activities subsequent to the period ended July 31, 2012, through September 05, 2012 and found no reportable subsequent events.

F-11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

The independent registered public accounting firm's report on the Company's financial statements as of April 30, 2012, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern.

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

The Company engages approximately six full time employees. Our President and Chief Financial Officer have been engaged on full time to work with Harbor Guard Boats, Inc.

On August 31, 2012, the Board of Directors of the Company authorized the creation of a new series of its Preferred Stock. On August 28, 2012, the Company amended its Articles of Incorporation to designate the Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock ("Series C Preferred Stock") has 500 authorized shares. At the time of this filing no shares of the Series C Preferred Stock have been issued.

The holders of the Series C Preferred Stock have a voting right equal to that of the common stock holders in any matter that the common stock holders of the Company are able to vote upon. The Series C Preferred Stock is equal to such number of votes as shall be equal to the aggregate number of shares of common stock into which such holder's shares of Series C Stock are convertible immediately after the close of business on the record date determined for any vote.

The Series C Preferred Stock is convertible into shares of the Company's restricted common stock. The Series C Preferred Stock will convert at a rate of 1 share of Series C Preferred Stock for 62,500 shares of the Company's common stock.

1

Our securities are currently not liquid. There are limited market makers in our securities and it is not anticipated that any market will develop for our securities until such time as we successfully implement our business plan of producing and marketing our Fire and Rescue boats. We presently have no liquid financial resources to offer such a candidate and must rely upon an exchange of our stock to complete such a merger or acquisition.

RESULTS OF OPERATION

Results Of Operations For The Three-Month Period Ended July 31, 2012 Compared To The Same Period Ended July 31, 2011

The Company recognized $642,755 in revenues during the three months ended July 31, 2012 compared to $300,662 during the three months ended July 31, 2011. This resulted in an increase of sales over the prior period of $342,092. We sold two boats during the quarter ended July 31, 2012, one of which was aluminum, with a higher sale price compared to two during the quarter ended July 31, 2011.

During the three months ended July 31, 2012 general and administrative expenses decreased by $371,790 or 77.89% to $105,500 compared to $477,290 for the quarter ended July 31, 2011. Selling and marketing expenses increased by $15,039 to $41,237 for the quarter ended July 31, 2012 compared to $26,198 for the quarter ended July 31, 2011. The increase is mainly due to increase in sales commission for the quarter ended July 31, 2012 caused by the increase in sales.

During the three months ended July 31, 2012 interest expense decreased by $36,442 or 70.06% to $15,570 compared to $52,012 for the period ended July 31, 2011. This decrease is due to interest expense amount of $35,000 on account of the loss on the conversion feature of the loan agreement for the quarter ended July 31, 2011.

During the three months ended July 31, 2012, the Company recognized a net income of $17,022 compared to a net loss of $432,130 for the quarter ended July 31, 2011. The increase of $449,152 was due to the write off of the cost of the 3,000,000 shares valued at $219,600 originally issued towards the acquisition of 51% of Wintec Protective Systems, Inc., cost of administration expenses of Wintec Protective Systems, Inc., and legal expenses. In March 2012, the Company entered into a Settlement Agreement and Mutual Release, which terminated the original purchase agreements and as a result Wintec Protective Systems, Inc. is no longer a subsidiary of the Company.

LIQUIDITY AND CAPITAL RESOURCES

At July 31, 2011, we had total current assets of $131,209, consisting of cash of $31,569 and $99,640 in inventory. At July 31, 2012, the Company had current liabilities of $2,413,305. At July 31, 2012, the Company has a working capital deficit of $2,282,096. The Company will need to raise capital through loans or private placements in order to carry out any operational plans.

During the three months ended July 31, 2012, the Company provided $39,016 from its operating activities. The Company used $11,857 for purchase of equipment. The Company used $4,410 through financing activities during the three months ended July 31, 2011.

During the three months ended July 31, 2011, the Company used $88,528 from its operating activities. The Company had $4,716 in cash at July 31, 2011. The Company used $75,891 through financing activities during the three months ended July 31, 2011.

2

At July 31, 2011, the Company had an unsecured note payable to Mr. Srikrishna Mankal, son of Madhava Rao Mankal, CFO of the Company, in the amount of $50,000, which bears an 8% interest repayable. Interest accrued to date $14,000.

At July 31, 2012, the Company had an unsecured convertible note payable with an unrelated party in the amount of $90,500, which bears at 8-22% interest and is currently due. The note is convertible at the holders' option (principal & interest) in full or part into common stock at 60% of the average of the three lowest market bid prices on the Company's common stock from the previous 10 days' quotes.

Going Concern

The independent registered public accounting firm's report on the Company's financial statements as of April 30, 2012, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern.

Short Term.

On a short-term basis, we do not generate any revenue or revenues sufficient to cover operations. Based on prior history, we will continue to have insufficient revenue to satisfy current and recurring liabilities as we continue to develop our operations. For short term needs we will be dependent on receipt, if any, of offering proceeds.

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 our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred.

ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

Disclosures Controls and Procedures

We have adopted and maintain disclosure controls and procedures (as such term is defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods required under the SEC's rules and forms and that the information is gathered and communicated to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

3

As required by SEC Rule 15d-15(b), our Chief Executive Officer carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures are not effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of the deficiency in our internal control over financial reporting discussed below.

Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the quarter ended July 31, 2012. We believe that internal control over financial reporting is not effective because of the small size of the business. We have not identified any, current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations. There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended July 31, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS -
NONE

ITEM 2. CHANGES IN SECURITIES
NONE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES -

NONE

ITEM 4. MINE SAFETY DISCLOSURES. .

NOT APPLICABLE.

ITEM 5. OTHER INFORMATION

NONE.

4

ITEM 6. EXHIBITS

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Exhibit 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

Exhibit 101.INS       XBRL Instance Document (1)

Exhibit 101.SCH       XBRL Taxonomy Extension Schema Document (1)

Exhibit 101.CAL       XBRL Taxonomy Extension Calculation Linkbase Document (1)

Exhibit 101.LAB       XBRL Taxonomy Extension Label Linkbase Document (1)

Exhibit 101.PRE       XBRL Taxonomy Extension Presentation Linkbase Document (1)

        (1)     Pursuant to Rule 406T of Regulation S-T, this  interactive  data
                file is deemed not filed or part of a registration  statement or
                prospectus  for purposes of sections 11 or 12 of the  Securities
                Act of 1933,  is deemed not filed for  purposes of section 18 of
                the  Securities  Exchange  Act of  1934,  and  otherwise  is not
                subject to liability under these sections.

5

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MEDINA INTERNATIONAL HOLDINGS, INC.
(Registrant)

Dated:  September 10, 2012     By: /s/ Daniel Medina
                                       --------------
                                       Daniel Medina, President

Dated: September 10, 2012      By: /s/ Madhava Rao Mankal
                                       ------------------
                                       Madhava Rao Mankal, Chief Financial
                                       Officer (Principal Accounting Officer)

6

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)
(Section 302 of the Sarbanes Oxley Act of 2002)

I, Daniel Medina, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Medina International Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant issuer as of, and for, the periods presented in this report;

4. As registrant's certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant issuer's internal control over financial reporting that occurred during the registrant issuer's most recent fiscal quarter (the registrant issuer's 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant issuer's internal control over financial reporting; and

5. As the registrant issuer's certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant issuer's auditors and the audit committee of the registrant issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant issuer's internal control over financial reporting.

Date:  September 10, 2012

     By:/s/ Daniel Medina
         ---------------------------
         Daniel Medina
         President and Chief Executive Officer


CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a)
(Section 302 of the Sarbanes Oxley Act of 2002)

I, Madhava Rao Mankal, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Medina International Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant issuer as of, and for, the periods presented in this report;

4. As registrant's certifying officer I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant issuer's internal control over financial reporting that occurred during the registrant issuer's most recent fiscal quarter (the registrant issuer's 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant issuer's internal control over financial reporting; and

5. As the registrant issuer's certifying officer, I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant issuer's auditors and the audit committee of the registrant issuer's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant issuer's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant issuer's internal control over financial reporting.

Date:  September 10, 2012

  By:      /s/ Madhava Rao Mankal
         ---------------------------
         Madhava Rao Mankal
         Chief Financial Officer


EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Medina International Holdings, Inc. (the "Company") on Form 10-Q for the period ending July 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Daniel Medina, President of the company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief.

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

                                         /s/ Daniel Medina
                                         --------------------------------
                                         Daniel Medina, President
Date: September 10, 2012


EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Medina International Holdings, Inc. (the "Company") on Form 10-Q for the period ending July 31, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Rao Mankal, Chief Financial Officer of the company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief.

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

                                         /s/ Rao Mankal
                                         --------------------------------
                                         Rao Mankal, Chief Financial Officer
Date: September 10, 2012