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 January 31, 2009 [ ] 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) No. 255 S. Leland Norton Way, San Bernardino, CA, 92408 ----------------------------------------------- (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 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 March 17, 2009, there were 35,660,091 shares of the registrant's common stock issued and outstanding. PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Page ---- Consolidated Balance Sheets - January 31, 2009 and April 30, 2008 F-1 Consolidated Statements of Operations - Three months and Nine Months ended January 31, 2009 and 2008 and From March 16, 1998 (Inception) to January 31, 2009 F-2 Consolidated Statements of Cash Flows - Nine Months ended January 31, 2009 and 2008 and From March 16, 1998 (Inception) to January 31, 2009 F-3 Consolidated Statement of Changes in Stockholders' Equity (Deficit) - From March 16, 1998 (Inception) to January 31, 2009 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 - Not Applicable 5 Item 4. Controls and Procedures 5 Item 4T. Controls and Procedures 5 PART II - OTHER INFORMATION Item 1. Legal Proceedings -Not Applicable 7 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 7 -Not Applicable Item 3. Defaults Upon Senior Securities - Not Applicable 7 Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable 7 Item 5. Other Information - Not Applicable 7 Item 6. Exhibits 7 SIGNATURES 8 PART I. - FINANCIAL INFORMATION F-1 MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Balance Sheets January 31, April 30, 2009 2008 ---------------------------------- (Unaudited) (Audited) Assets Current Assets: Cash $ 131 $ - Inventory 56,507 68,813 Prepaid expenses - 24,000 ---------------------------------- Total current assets 56,638 92,813 Fixed Assets: Watercraft molds 343,131 342,993 Office equipment 20,739 20,740 Manufacturing tools 12,249 12,249 ---------------------------------- 376,119 375,982 Accumulated depreciation (100,084) (57,256) ---------------------------------- Total fixed assets 276,035 318,726 Other Assets: Investment 1,000 25,500 ---------------------------------- Total other assets 1,000 25,500 ---------------------------------- TOTAL ASSETS $ 333,673 $ 437,039 ================================== LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Bank Overdraft $ - $ 20 Accounts payable and accrued interest 170,738 191,158 Accrued Interest 62,094 40,950 Lines of Credit 8,378 17,156 Customer Deposit 40,500 24,500 Notes payable 60,000 10,000 Related Parties - short-term borrowings from shareholders 332,845 362,447 ---------------------------------- Total current liabilities 674,555 646,231 Stockholders' deficit: Preferred stock, $.00001 par value, 10,000,000 shares authorized, none issued and outstanding - - Common stock, $0.00001 par value, 100,000,000 shares authorized, 35,660,091 shares issued and 35,540,091 outstanding on January 31, 2008 and April 30, 2008, respectively 3,566 3,566 Additional paid-in capital 2,429,022 2,429,022 Shares committed to be issued 242,238 241,563 Subscription receivable (3,000) (3,000) Treasury stock (24,000) - Accumulated deficit during the development stage (2,988,708) (2,880,343) ---------------------------------- Total stockholders' deficit (340,882) (209,192) ---------------------------------- TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 333,673 $ 437,039 ================================== See notes to these consolidated financial statements. F-2 MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Operations (Unaudited) Three Months Ended Nine Months Ended March 16, 1998 January 31, January 31, (Inception) to 2009 2008 2009 2008 January 31, -------------------------------- ------------------------------- -------------------- Revenues $ 42,320 $ - $ 42,320 $ 192,800 $ 260,120 Cost of Goods Sold 15,551 270 15,551 86,994 101,815 -------------------------------- ------------------------------- -------------------- Gross Profit 26,769 (270) 26,769 105,806 158,305 Operating expenses: Marketing & sales - 158 - 8,403 8,425 Professional Fees 3,380 3,251 14,608 23,142 191,796 Bank Charges 155 752 780 4,711 7,230 Telephone 194 975 2,309 4,268 16,612 Travel - 2,480 - 13,557 42,537 Settlement of Debt - - - - 17,000 Stock Compensation 125 225,338 675 895,266 1,944,779 Research & development - - - - 25,000 Consultant Expenses - - - 30,000 497,500 Commission Expenses - - - 26,510 26,510 Rent 3,000 9,000 21,000 27,000 78,000 Other Administrative Expenses 39,065 18,864 70,048 60,772 234,038 ------------------------------- ------------------------------- -------------------- Loss from operations (19,150) (261,088) (82,651) (987,823) (2,931,122) ------------------------------- ------------------------------- -------------------- Other income (expense): Other income - - 90 - 26,670 Other Expenses - - - - (3,901) Interest expense (8,164) (9,967) (25,804) (25,226) (80,355) -------------------------------- ------------------------------- -------------------- Total Other income (expense): (8,164) (9,967) (25,714) (25,226) (57,586) -------------------------------- ------------------------------- ------------------- Net loss $ (27,314) $ (271,055) $(108,365) $(1,013,049) $ (2,988,708) ================================ =============================== ==================== Weighted average number of common shares outstanding 35,660,091 33,802,898 35,660,091 32,062,672 ================================ =============================== Net loss per share $ (0.001) $ (0.008) $ (0.003) $ (0.032) ================================ =============================== See notes to these consolidated financial statements. F-3 MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) Deficit Accum. Additional Shares During the Common Stock Paid-In Committed Treasury Subscription Development Shares Amount Capital Be issued Stock Receivable Stage Totals ------------ ------------ ------------ ------------------------------------------- ----------- Balance - March 16, 1998 - $ - $ - $ - $ - $ - $ - Stock issued for services 2,400,000 240 1,760 - - - 2,000 Stock issued for cash 300,000 30 24,970 - (10,500) - 14,500 Net loss for year (2,793) (2,793) ------------ ------------ ------------ ------------------------------ ------------ ----------- Balance - April 30, 1999 2,700,000 270 26,730 - (10,500) (2,793) 13,707 ------------ ------------ ------------ ------------------------------ ------------ ----------- Cash payment of subscription receivable - - - - 10,250 - 10,250 Net loss for year - - - - - (5,253) (5,253) ------------ ------------ ------------ ------------------------------ ------------ ----------- Balance - April 30, 2000 2,700,000 270 26,730 - (250) (8,046) 18,704 ------------ ------------ ------------ ------------------------------ ------------ ----------- Net loss for year - - - - - (21,426) (21,426) ------------ ------------ ------------ ------------------------------ ------------ ----------- Balance - April 30, 2001 2,700,000 270 26,730 - (250) (29,472) (2,722) ------------ ------------ ------------ ------------------------------ ------------ ----------- Net income for year - - - - - 4,881 4,881 ------------ ------------ ------------ ------------------------------ ------------ ----------- Balance - April 30, 2002 2,700,000 270 26,730 - (250) (24,591) 2,159 ------------ ------------ ------------ ------------------------------ ------------ ----------- Net loss for year - - - - - (4,610) (4,610) ------------ ------------ ------------ ------------------------------ ------------ ----------- ------------ ------------ ------------ ------------------------------ ------------ ----------- Balance - April 30, 2003 2,700,000 270 26,730 - (250) (29,201) (2,451) ------------ ------------ ------------ ------------------------------ ------------ ----------- Net loss for year - - - - - (7,397) (7,397) ------------ ------------ ------------ ------------------------------ ------------ ----------- Balance - April 30, 2004 2,700,000 270 26,730 - (250) (36,598) (9,848) ------------ ------------ ------------ ------------------------------ ------------ ----------- Stock issued for services 24,120,000 2,412 - - - - 2,412 Subscription receivable - - (250) - 250 - - Net loss for year - - - - - (61,682) (61,682) ------------ ------------ ------------ ------------------------------ ------------ ---------- Balance - April 30, 2005 26,820,000 2,682 26,480 - - (98,280) (69,118) ------------ -------------------------- ------------------------------------------------------- Stock issued for services 1,954,109 195 976,860 - - - 977,055 Stock issued for royalties 3,600 1 1,799 - - - 1,800 Stock issued for rent 1,250 - 625 - - - 625 Stock issued for license 33,332 3 16,663 - - - 16,666 Stock issued for consideration 50,000 5 24,995 - - - 25,000 Stock issued for cash 126,100 13 63,037 - - - 63,050 Net loss for year - - - - - (1,039,512) (1,039,512) ------------ ------------ ------------ ------------------------------ ------------ ----------- Balance - April 30, 2006 28,988,391 2,899 1,110,459 - - (1,137,792) (24,434) ------------ ------------ ------------ ------------------------------ ------------ ----------- Stock issued for services 670,000 67 334,933 - - - 335,000 Stock issued for consulting 225,000 22 112,478 - - - 112,500 Stock issued for royalties 3,200 0 1,600 - - - 1,600 Stock issued for rent 450 0 225 - - - 225 Stock issued to Directors 37,500 4 18,746 - - - 18,750 Stock issued for conversion of loan 100,000 10 18,690 - - - 18,700 Stock issued for cash 100,000 10 49,990 - (4,000) - 46,000 Stock issued for cash 200,000 20 49,980 - - - 50,000 Shares to be committed to be issued - - - 30,625 - - 30,625 Net loss for year - - - - - (649,321) (649,321) ------------ ------------ ------------ ------------------------------ ------------ ----------- Balance - April 30, 2007 30,324,541 3,032 1,697,101 30,625 (4,000) (1,787,113) (60,355) ------------ ------------ ------------ ------------------------------ ------------ ----------- Stock issued for consulting 4,923,000 492 647,158 - - - 647,650 Stock issued for royalties 12,200 2 1,627 - - - 1,629 Stock issued to Directors 75,000 8 13,492 - - - 13,500 Stock issued for cash 124,000 12 14,988 - 1,000 - 16,000 Stock issued to Vendor 150,000 15 29,985 30,000 Shares issued for rent - mailbox 51,350 5 24,670 24,675 Shares to be committed to be issued - - - 210,938 - 210,938 Net loss - - - - - (1,093,230) (1,093,230) ------------ ------------ ------------ ------------------------------ ------------ ----------- Balance - April 30, 2008 35,660,091 3,566 2,429,022 241,563 (3,000) (2,880,343) (209,192) ------------ ------------ ------------ ------------------------------ ------------ ----------- Stock issued to Directors - - - 675 - - 675 Shares returned to Treasury Stock - - - - (24,000) - - (24,000) Net loss - - - - - - (108,365) (108,365) ------------ ------------ ------------ ------------------------------ ------------ ----------- Balance - January 31, 2009 35,660,091 $ 3,566 $ 2,429,022 $ 242,238 $ (24,000) $ (3,000) $ (2,988,708)$ (340,882) ============ ============ ============ ============================== ============ =========== See notes to these consolidated financial statements. F-4 MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited) March 16, 1998 Nine Months Ended (Inception) to January 31, January 31, 2009 2008 2009 -------------------------------- -------------------- Cash flows from operating activities: Net loss $ (108,365) $(1,013,049) $ (2,988,708) Adjustments to reconcile net loss to net cash used in operating activities: Common stock issued in exchange for consulting 675 911,766 2,407,826 Vendor settlement - - 6,000 Settlement of debt - 2,000 18,700 Depreciation 42,829 42,939 100,085 Impairment Loss on Investment 24,500 - 44,000 Changes in operating assets and liabilities: - - - Increase (Decrease) in inventory 12,307 (14,256) (56,506) (Decrease) increase in accounts payable and accrued interest (3,044) 62,916 172,563 Increase in customer deposits 16,000 - 40,500 -------------------------------- -------------------- Total adjustments 93,267 1,005,365 2,733,168 -------------------------------- -------------------- Net cash (used) received in operating activities (15,098) (7,684) (255,540) -------------------------------- -------------------- Cash flows from investing activities: Increase in Investment - (25,000) (25,000) Purchase of fixed assets (138) (22,476) (376,120) -------------------------------- -------------------- Net cash used in investing activities (138) (47,476) (401,120) -------------------------------- -------------------- Cash flows from financing activities: Bank overdraft (68) 1,020 (48) Proceeds from notes payables related party 24,213 39,802 367,039 Proceeds from note payable - 5,000 60,000 Payments on lines of credit (8,778) (11,773) 28,000 Proceeds from the issuance of common stock - 16,000 201,800 -------------------------------- -------------------- Net cash provided by financing activities 15,367 50,049 656,791 -------------------------------- -------------------- Net increase (decrease) in cash and cash equivalents 131 (5,111) 131 Cash and cash equivalents - beginning of period - 5,136 - -------------------------------- -------------------- Cash and cash equivalents - end of period $ 131 $ 25 $ 131 ================================ ==================== Supplemental disclosure of cash flow information: Interest Paid $ 8,164 $ 9,967 $ 80,355 ================================ ==================== Taxes paid $ - $ - $ - ================================ ==================== Non-cash financing and investing activities: Increase in office equipment and tools and related party notes payable $ 138 $ 32,989 $ 33,127 ================================ ==================== Stock issued for compensation $ 675 $ 911,766 $ 2,407,826 ================================ ==================== See notes to these consolidated financial statements. F-5 MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED JANUARY 31, 2009 (UNAUDITED) NOTE 1 - BUSINESS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Business Medina International Holdings, Inc. ("Company") was formed in 1998 as Colorado Community Broadcasting, Inc. and the Company changed the name of the business in 2005 to Medina International Holdings, Inc. The Company intended to purchase low power television licenses or stations and planned to broadcast local programming mixed with appropriate national programming. The Company plans to manufacture and sell Recreational and Commercial boats through its wholly owned subsidiary, Medina Marine, Inc. The Company has designed and built a complete mold for 21' Commercial Fire Rescue boat and recreated complete mold for 15' fire and rescue boat. The Company has acquired the licenses to manufacture 12', 15', 18', 20', 24', 28', 30', 35', 37' Rescue and Fire Rescue boats. In addition, the Company has acquired the license to manufacture and sell 22' Vortex and 30' Modena recreational boats. The Company is in the process of manufacturing the 21' Fire Rescue which was developed internally by the Company. The Company formed Medina Marine, Inc. as and wholly owned subsidiary of the company. Medina Marine was incorporated in the State of California on May 22, 2006 to produce Fire Rescue, Rescue and Recreational boats. On June 18, 2008, the following agreements were entered into: Fixed Asset Purchase Agreement On June 18, 2008, the Company entered into a Fixed Asset Purchase Agreement with MGS Grand Sports, Inc. ("MGS Grand") and Mardikian Design Associates ("Mardikian") to purchase the fixed assets of Modena Sports, Design, LLC ("Modena Sports") in exchange for 5,500,000 shares of the Company's restricted common stock. MGS Grand owns a 95% equity interest in Modena Sports and Mardikian owns the remaining 5% equity interest. The fixed assets to be acquired by us consist of office equipment, tools and machinery. In addition, we will acquire web sites and domain names for the websites of Modena Sports Designs, LLC. Upon the completion of the transaction, Modena Sports will become our wholly-owned subsidiary. The transaction will be completed upon the delivery of audited financial statements of Modena Sports Designs, LLC.. Currently, Modena Sport Designs, LLC is working towards the audit of its financial statements. Modena Sports was organized in the state of California and does business as Harbor Guard Boats. Modena Sports is involved in the manufacturing of fire and rescue boats. Modena Sports Design, LLC officially changed its name to Harbor Guard Boats, Inc. on January 15, 2009. F-6 Mold Purchase Agreement On June 18, 2008, the Company, MGS Grand and Mardikian Design entered into a Mold Purchase Agreement, as a part of the Fixed Asset Purchase Agreement, referred to above in exchange for 5,500,000 shares of the Company's restricted common stock. The Mold Purchase Agreement allows for the purchase of certain molds and tools from MGS Grand and Mardikian Design. Basis of Presentation Development Stage Company The Company has not earned significant revenues from planned operations. Accordingly, the Company's activities have been accounted for as those of a "Development Stage Company", as set forth in Statement of Financial Accounting Standards No. 7 ("SFAS"). Among the disclosures required by SFAS No. 7 are that the Company's financial statements of operations, stockholders' equity and cash flows disclose activity since the date of the Company's inception. 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, 2008. It is management's opinion that the interim financial statements be read in conjunction with the April 30, 2008, 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. Going Concern In the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2008, the report of the Independent Registered Public Accounting Firm includes an explanatory paragraph that describes substantial doubt about the Company's ability to continue as a going concern. The Company's interim financial statements for the nine months ended January 31, 2009 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported a net loss of $108,365 for the nine months ended January 31, 2009, and an accumulated deficit of $2,988,708 as of January 31,2009. The Company also has a working capital deficiency of $617,917. The future success of the Company is likely dependent on its ability to attain additional capital to develop its proposed products and ultimately, upon its ability to attain future profitable operations. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations. F-7 Summary of Accounting Policies: Use Of Estimates The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash And Cash Equivalents The Company considers all liquid investments with a maturity of three months or less from the date of purchase that are readily convertible into cash to be cash equivalents. The Company maintains its cash in bank deposit accounts that may exceed federally insured limits. The company has not experienced any losses in such accounts. At January 31, 2009, the Company had $131 in cash or cash equivalents. Inventory Inventories are stated at the lower of cost (first-in, first-out) or market and consist of finished goods and raw materials. Property & Equipment Capital assets consisting of Molds, tools and equipment is carried at cost. Depreciation of equipment is provided using the straight-line method over the estimated useful lives (5-7 years) of the assets. Expenditures for maintenance and repairs are charged to expense as incurred. Long-Lived Assets Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of," and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations for a Disposal of a Segment of a Business." The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with SFAS 144. SFAS 144 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets' carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced. Revenue Recognition Revenue Recognition is recognized when earned. The Company's revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue. F-8 Fair Value Of Financial Instruments Statement of financial accounting standard No. 107, Disclosures about fair value of financial instruments, requires that the Company disclose estimated fair values of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying, as financial instruments are a reasonable estimate of fair value. Foreign Currency Translation And Hedging The Company is exposed to foreign currency fluctuations due to international trade. The management does not intend to enter into forward exchange contracts or any derivative financial investments for trading purposes. The management does not currently hedge foreign currency exposure. Basic And Diluted Net Loss Per Share Net loss per share is calculated in accordance with the Statement of financial accounting standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128 superseded Accounting Principles Board Opinion No. 15 (APB 15). Net loss per share for all periods presented has been restated to reflect the adoption of SFAS No. 128. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Recently Issued Accounting Pronouncements: In December 2007, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141 (Revised 2007), Business Combinations, or SFAS No. 141R. SFAS No. 141R will change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value with limited exceptions. SFAS No. 141R will change the accounting treatment and disclosure for certain specific items in a business combination. SFAS No. 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Accordingly, any business combinations we engage in will be recorded and disclosed following existing GAAP until January 1, 2009. We expect SFAS No. 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time. We are still assessing the impact of this pronouncement. In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements--An Amendment of ARB No. 51, or SFAS No. 160". SFAS No. 160 establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. We believe that SFAS 160 should not have a material impact on our financial position or results of operations. F-9 In March 2008, the FASB issued Statement No. 161, "Disclosures about Derivative Instruments and Hedging Activities--an amendment of FASB Statement No. 133" (SFAS 161). The Statement requires companies to provide enhanced disclosures regarding derivative instruments and hedging activities. It requires companies to better convey the purpose of derivative use in terms of the risks that such company is intending to manage. Disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect a company's financial position, financial performance, and cash flows are required. This Statement retains the same scope as SFAS No. 133 and is effective for fiscal years and interim periods beginning after November 15, 2008. The Company does not expect the adoption of SFAS 161 to have a material effect on its results of operations and financial condition. In April 2008, the FASB issued FASB Staff Position (FSP) FAS 142-3, "Determination of the Useful Life of Intangible Assets." This FSP amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, "Goodwill and Other Intangible Assets." The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under Statement 142 and the period of expected cash flows used to measure the fair value of the asset under FASB Statement No. 141 (Revised 2007), "Business Combinations," and other U.S. generally accepted accounting principles (GAAP). This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company does not expect the adoption of FAS 142-3 to have a material effect on its results of operations and financial condition. In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles" (SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (the GAAP hierarchy). SFAS 162 will become effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, "The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles." The Company does not expect the adoption of SFAS 162 to have a material effect on its results of operations and financial condition. In May 2008, the FASB issued FASB Staff Position (FSP) No. APB 14-1 "Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)" (FSP APB 14-1). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis and will be adopted by the Company in the first quarter of fiscal 2009. The Company does not expect the adoption of FSP APB 14-1 to have a material effect on its results of operations and financial condition. F-10 NOTE 2. INVENTORY As of January 31, 2009, inventory consisted of the following: Cost Parts Vortex hull & deck shells (2) $ 11,428 Parts 6,000 ------------- Total Parts $ 17,428 -------------- Work-in-Progress 21' Fire Rescue 12,603 --------------- Total Work-in-Progress $ 12,603 -------------- Finished Goods 15' Fire Rescue - Demo $ 26,476 --------------- Total Finished Goods $ 26,476 --------------- Total Inventory $ 56,507 ============= NOTE 3. FIXED ASSETS At January 31, 2009, fixed assets consisted of the following: Fire Rescue Mold 12' $ 7,817 Fire Rescue Mold 15' 66,778 Fire Rescue Mold 21' 268,535 Office Equipment 20,740 Tools 12,249 ----------- Total 376,119 Depreciation (100,084) ----------- Net Fixed Assets $ 276,035 =========== NOTE 4. INVESTMENT Medina International Holdings, Inc. and its subsidiary have invested $500 in the exchange of 500,000 shares of the restricted common stock of Genesis Companies Group, Inc. Messrs. Medina and Mankal, directors and officers of the Company also serve as officers and directors of Genesis Companies Group, Inc. The 500,000 shares represent 3% of the issued and outstanding common shares of Genesis Companies Group, Inc. F-11 These securities are carried at their estimated fair value of $500 based upon the amount paid for the shares, due to the fact that there is no trading market for the Genesis Companies Group, Inc. shares. Because there is not a trading market for the shares, the Company is unable to recognize any gains or losses on the value of the shares and has classified the shares as a long term asset. The Company invested $25,000 in Nexgen, Inc. for innovative fire protective equipment during the nine months ended January 31, 2009. We have revalued the investment and provided for impairment in the amount of $24,500. NOTE 5. LINE OF CREDIT At January 31, 2009, the Company has credit card with an available credit of $10,000, under which the Company may borrow on an unsecured basis with an interest rate of 16.99% with a payment due date on the 18th of every month. At January 31, 2009, the outstanding balance for this credit card was $8,378. NOTE 6. NOTE PAYABLE At January 31, 2009, the Company had an unsecured note payable with an unrelated party in the amount of $10,000, which bears an 8% interest repayable within 15 months or with an option to convert the amount of the note payable into the Company's common stock at $0.25 per share. NOTE 7. RELATED PARTY BORROWINGS At January 31, 2009, in exchange for unsecured, 8.5% promissory notes, due on the demand the following individuals, who are officers, directors and shareholders of the Company loaned funds in the following amounts: Daniel Medina, President & Director $109,199 Madhava Rao Mankal, Chief Financial Officer & Director $223,646 -------- Total $332,845 ======== At January 31, 2009, the Company had an unsecured note payable with Mr. Srikrishna Mankal, son of Mr. Madhava Rao Mankal, the director and Chief Financial Officer of the Company, for consulting services in the amount of $50,000, which bears no interest. NOTE 8. STOCKHOLDERS' DEFICIT: There was no common stock issued during the nine months ended January 31, 2009. During the nine months ended January 31, 2009, the Company committed to issuing 37,500 shares of its restricted common stock to its directors for services. These shares were valued at $675 and the Company has recognized a compensation expense of $675. The company had issued 150,000 shares of common stock to a vendor in exchange for services totaling $30,000. The vendor had provided services totaling $6,000. The vendor has filed and will be unable to provide the specified services to the company in the future. The Company decided to retain the remaining common stock, valued at $24,000, as treasury stock. NOTE 9. COMMITMENTS Rental Leases The Company rents an 11,000 square-foot manufacturing facility on a month-to-month basis at 255 S. Leland Norton Way, San Bernardino, CA 92408. F-12 Fixed Asset Purchase Agreement On June 18, 2008, we entered into a Fixed Asset Purchase Agreement with MGS Grand Sports, Inc. ("MGS Grand") and Mardikian Design Associates ("Mardikian") to purchase the fixed assets of Modena Sports, Design, LLC ("Modena Sports") in exchange for 5,500,000 shares of its restricted common stock. MGA Grand owns a 95% equity interest in Modena Sports and Mardikian owns the remaining 5% equity interest. The fixed assets to be acquired by us consist of office equipment, tools and machinery. In addition, we will acquire web sites and domain names for the websites Modena Sports. Upon the completion of the transaction, Modena Sports will become our wholly-owned subsidiary. The transaction will be completed upon the delivery of audited financial statements. Currently, Harbor Guard Boats, Inc. (Modena Sports Designs, LlC) is working towards the audit of its financial statements. Modena Sports was organized in the state of California and does business as Harbor Guard Business. Modena Sports is involved in the manufacturing of fire and rescue boats. Modena Sports Design, LLC officially changed its name to Harbor Guard Boats, Inc. on January 15, 2009. Mold Purchase Agreement On June 18, 2008, Medina and MGS Grand and Mardikian Design entered into a Mold Purchase Agreement, as a part of the Fixed Asset Purchase Agreement, referred to above. The Mold Purchase Agreement allows for the purchase of certain molds and tools from MGS Grand and Mardikian Design in exchange for 5,500,000 shares of the Company's restricted common stock.. License Agreement On June 18, 2008, the Company, MGS Grand and Albert Mardikian ("Mardikian") entered into a License Agreement to allow the Registrant exclusive rights to the patents and designs for the "rescue jet" personal water craft and related assemblies, systems and design rights. The License Agreement revised the prior license agreements between the Company and Mr. Mardikian. We have agreed to pay a royalty for the use of the design and patents in an amount equal to gross sales less sales returns and freight and sales commissions for a period of 15 years. The royalties consist of: a) 2% for Patented Designs with or without Patented Fire Pump technology used in our production; b) 1% for Patented Pump Technology used in designs other than Mardikian or his associates; c) 1% for using Patents in any of distributor or associated companies products; and d) we will pay $1,000,000 to MGS ($200,000 in 2 months minimum and 3 months maximum, $800,000 at a rate of 10% of each boat sale until $800,000 has been paid). F-13 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, 2008, 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. Management's plans in regard to the factors prompting the explanatory paragraph are discussed below and also in Note 1 to the unaudited quarterly financial statements. PLAN OF OPERATIONS We are in the process of rebuilding/manufacturing water crafts ranging from 12' to 37'. Fixed Asset Purchase Agreement On June 18, 2008, we entered into a Fixed Asset Purchase Agreement with MGS Grand Sports, Inc. ("MGS Grand") and Mardikian Design Associates ("Mardikian") to purchase the fixed assets of Modena Sports, Design, LLC ("Modena Sports") in exchange for 5,500,000 shares of Medina International Holdings, Inc. restricted common stock. MGA Grand owns a 95% equity interest in Modena Sports and Mardikian owns the remaining 5% equity interest. The fixed assets to be acquired by us consist of office equipment, tools and machinery. In addition, we will acquire web sites and domain names for the websites Modena Sports. Upon the completion of the transaction, Modena Sports will become our wholly-owned subsidiary. The transaction will be completed upon the delivery of audited financial statements of Modena Sports Design, LLC. Currently, Modena Sport Designs, LLC is working towards the audit of its financial statements. Modena Sports was organized in the state of California and does business as Harbor Guard Business. Modena Sports is involved in the manufacturing of fire and rescue boats. Modena Sports Design, LLC officially changed its name to Harbor Guard Boats, Inc. on January 15, 2009. 1 Mold Purchase Agreement On June 18, 2008, the Company and MGS Grand and Mardikian Design entered into a Mold Purchase Agreement, as a part of the Fixed Asset Purchase Agreement, referred to above. The Mold Purchase Agreement allows for the purchase of certain molds and tools from MGS Grand and Mardikian Design in exchange for 5,500,000 shares of the Company's restricted common stock.. License Agreement On June 18, 2008, the Company, MGS Grand and Albert Mardikian ("Mardikian") entered into a License Agreement to allow the Registrant exclusive rights to the patents and designs for the "rescue jet" personal water craft and related assemblies, systems and design rights. The License Agreement revised the prior license agreements between the Company and Mr. Mardikian. We have agreed to pay a royalty for the use of the design and patents in an amount equal to gross sales less sales returns and freight and sales commissions for a period of 15 years. The royalties consist of: a) 2% for Patented Designs with or without Patented Fire Pump technology used in our production; b) 1% for Patented Pump Technology used in designs other than Mardikian or his associates; c) 1% for using Patents in any of distributor or associated companies products; and d) we will pay $1,000,000 to MGS ($200,000 in 2 months minimum and 3 months maximum, $800,000 at a rate of 10% of each boat sale until $800,000 has been paid). Our President and Chief Financial Officer have been engaged on full time to work with Harbor Guard Boats, Inc. (previously known as Modena Sport Design, LLC). Our securities are currently not liquid. There are no market makers in our securities and it is not anticipated that any market will develop for our securities. RESULTS OF OPERATION Results Of Operations For The Three-Month Period Ended January 31, 2009 Compared To The Same Period Ended January 31, 2008. The Company recognized $42,320 revenues by sale of used boat during the three months ended January 31, 2009. We anticipate that the Company will not generate any significant revenues until we achieve our business objective of operating revenues, of which there can be no assurance. During the three months ended January 31, 2009, operating expenses were $45,919 compared to $261,358 in the three months ended January 31, 2008. The $215,439 decrease was due to a decrease in Stock compensation by $225,338. Company provided $42,829 towards depreciation of molds. Interest expense for the three months ended January 31, 2009 and 2008 were $8,164 and $9,967, respectively. During the three months ended January 31, 2009, the Company recognized a net loss of $27,314 compared to a net loss of $271,055 during the three months ended January 31, 2008. The decrease of $243,741 was due mostly to the decrease in stock compensation expense, as discussed above. 2 Results Of Operations For The Nine Month Period Ended January 31, 2009 Compared To The Same Period Ended January 31, 2008 The Company recognized $42,320 revenue from demo boat sale during the nine months ended January 31, 2009. We anticipate that the Company will not generate any significant revenues until we achieve our business objective of operating revenues, of which there can be no assurance. During the nine months ended January 31, 2009, operating expenses were $109,420 compared to $1,093,629 in the nine months ended January 31, 2008. The $984,209 decrease was due to a decrease stock compensation for services by $894,591, and commission expenses by $26,510. Company provided $42,829 towards depreciation of molds. Interest expense for the nine months ended January 31, 2009 and 2008 were $25,804 and $25,226, respectively. During the nine months ended January 31, 2009, the Company recognized a net loss of $108,365 compared to a net loss of $1,013,049 during the nine months ended January 31, 2008. The decrease of $908,684 was due mostly to the decrease in marketing, travel, stock compensation, commission and consulting expenses, as discussed above. LIQUIDITY AND CAPITAL RESOURCES At January 31, 2009, we had total current assets of $ 56,638, consisting of $131 in cash and $56,507 in inventory. At January 31, 2009, we had total current liabilities of $674,555. The Company will need to raise capital through loans or private placements in order to carry out any operational plans. The Company does not have a source of such capital at this time. At January 31, 2009, the Company had a working capital deficit of $617,917. During the nine months ended January 31, 2009, the Company used $15,099 in its operating activities. During the nine months ended January 31, 2009, the Company recognized a net loss of $108,365, which was reconciled for non-cash items of $675 in non-cash consulting expenses and $42,829 in depreciation expense. During the nine months ended January 31, 2008, the Company used cash of $7,684 from its operational activities. During the nine months ended January 31, 2008, the Company recognized a net loss of $1,013,049, which was reconciled for non-cash items of $911,766 in non-cash consulting expenses, a $2,000 loss on the settlement of debt and $42,939 in depreciation expense. During the nine months ended January 31, 2009, the Company used $138 in its investment activities. During the nine months ended January 31, 2008, the Company used $47,476 in its investment activities. The in-house manufactured molds for our boat models were all completed during the year ended April 30, 2008. The Company is using its molds to create products and extensively market its products around the world. We have sold three boats so far. We have recognized depreciation in the first year of operation. Management is of the view that the molds are still valuable and has the ability to generate revenue in the near future. The Company received $15,367 from financing activities during nine months ended January 31, 2009. Financing activities during the nine months ended January 31, 2009, included $24,213 receipts from related parties. During the nine months ended January 31, 2009, the Company made payments totaling $8,778 on outstanding line of credit of the Company. 3 During the nine months ended January 31, 2008, the Company received cash of $50,049 from its financing activities. The Company received $16,000 from the issuance of its common stock, $5,000 from notes payable and $39,802 in loans from related parties. During the nine months ended January 31, 2008, the Company paid $11,773 on its outstanding lines of credits. During the quarter ended July 31, 2008, the Company made an initial $25,000 of a $125,000 investment in Nexgen, as part of an agreement to obtain a License of the Fire Protective Equipment from Nexgen. As part of the agreement, the Company has committed to pay the remaining balance of $100,000 in exchange for 55% shares in a new company to be formed, as part of the agreement. We have revalued the investment and provided for impairment in the amount of $24,500. The company had issued 150,000 shares of common stock to a vendor in exchange for services totaling $30,000. The vendor had provided services totaling $6,000. The vendor has filed and will be unable to provide the specified services to the company in the future. The Company decided to retain the remaining common stock, valued at $24,000, as treasury stock. To the extent our operations are not sufficient to fund our capital requirements; we may enter into a revolving loan agreement with financial institutions or attempt to raise capital through the sale of additional capital stock or through the issuance of debt. At the present time, we do not have a revolving loan agreement with any financial institution nor can we provide any assurance that we will be able to enter into any such agreement in the future or be able to raise funds through the further issuance of debt or equity. 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. 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 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. 4 ITEM 4T. CONTROLS AND PROCEDURES Management's Quarterly Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance with as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Management's assessment of the effectiveness of the small business issuer's internal control over financial reporting is as of the quarter ended January 31, 2009 2008. We believe that internal control over financial reporting is effective. 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report. There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended January 31, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 5 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - NONE ITEM 2. CHANGES IN SECURITIES - NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE ITEM 5. OTHER INFORMATION - We note that any filings subsequent to the date of revocation will be reviewed by Ron Chadwick, PC and that any filings, including our financial statements for the fiscal year ended April 30, 2007, will be audited by Ron Chadwick, PC. 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. 6 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: March 23, 2009 By: /s/ Daniel Medina ---------------------------- Daniel Medina, President Dated: March 23, 2009 By: /s/ Madhava Rao Mankal ----------------------------- Madhava Rao Mankal, Chief Financial Officer 7