MEDINA INTERNATIONAL HOLDINGS, INC. SCHEDULE 14C - PRELIMINARY INFORMATION
STATEMENT.

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            SCHEDULE 14C INFORMATION/A #4
               Information Statement Pursuant to Section 14(c) of
                       the Securities Exchange Act of 1934

Check the appropriate box:

[ X] Preliminary Information Statement

[ ]Confidential, for Use of the Commission Only (as permitted by Rule
   14c-5(d)(2))

[ ]Definitive Information Statement

                       MEDINA INTERNATIONAL HOLDINGS, INC.
                (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X] None required

[ ]Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
    1.  Title of each class of securities to which transaction applies:
    2.  Aggregate number of securities to which transaction applies:
    3.  Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set
    4.  Proposed maximum aggregate value of transaction:
    5.  Total fee paid:

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing

    1.  Amount previously paid:
    2.  Form, Schedule or Registration Statement No.:
    3.  Filing Party:
    4.  Date Filed:









                       MEDINA INTERNATIONAL HOLDINGS, INC.
                                191 Kettering DR.
                                Ontario, CA 91761
                                  909-522-4414


NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF OUR MAJORITY STOCKHOLDERS

To Our Stockholders:

We are writing to advise you that  certain  common and  preferred  stockholders,
owning approximately 76.84% of combined voting power of the common and preferred
stock, have approved by written consent in lieu of a stockholders'  meeting, the
proposal to effect the following:

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

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

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

On June 23,  2014,  our  board  of  directors  unanimously  approved  the  above
proposals.


PLEASE  NOTE THAT THE  NUMBER OF VOTES  RECEIVED  FROM  STOCKHOLDERS  BY WRITTEN
CONSENT IS  SUFFICIENT TO SATISFY THE  STOCKHOLDER  VOTE  REQUIREMENT  FOR THESE
ACTIONS UNDER COLORADO LAW AND NO ADDITIONAL  VOTES WILL  CONSEQUENTLY BE NEEDED
TO APPROVE THE ACTIONS.

No  action  is  required  by you.  The  accompanying  Information  Statement  is
furnished only to inform  stockholders of those actions taken by written consent
described  above  before  they  take  effect  in  accordance  with  Rule  14c-2,
promulgated  under  the  Securities  Exchange  Act of  1934,  as  amended.  This
Information Statement is first being mailed to you on or about ................,
2014,  and we  anticipate  the  effective  date of the  proposed  actions  to be
.............,  2014,  the record date, or as soon  thereafter as  practicable in
accordance with applicable law, including the Colorado Revised Statutes.  WE ARE
NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.







The  accompanying  Information  Statement is for  information  purposes only and
explains  the actions  taken by written  consent.  Please read the  accompanying
Information Statement carefully.


July 7, 2014                                            Very truly yours,


                                  DANIEL MEDINA
                                  -------------
                                  DANIEL MEDINA
                                    President












                       MEDINA INTERNATIONAL HOLDINGS, INC.
                                191 Kettering DR.
                                Ontario, CA 91761
                                  909-522-4414

                 INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
                   OF THE SECURITIES EXCHANGE ACT OF 1934 AND
                            REGULATION 14C THEREUNDER

This  Information  Statement is being sent by first class mail to all record and
beneficial  owners of the common stock,  $0.0001 par value per share and Class A
preferred  stock,  $0.01 par value per share of MEDINA  INTERNATIONAL  HOLDINGS,
INC.,  a Colorado  corporation,  which we refer to herein as "MIHI,"  "company,"
"we," "our" or "us." The mailing  date of this  Information  Statement  is on or
about  ...............,  2014. The Information Statement has been filed with the
Securities and Exchange Commission (the "SEC") and is being furnished,  pursuant
to  Section  14(c) of the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act"), to notify our stockholders of actions we are taking pursuant to
written  consents  of a  majority  of our  voting  power in lieu of a meeting of
stockholders.


On  June  20,  2014,  we had  56,090,117  shares  of  common  stock  issued  and
outstanding and 30 shares of Class A preferred stock outstanding.  Each share of
common stock is entitled to one vote per share;  each share of Class A preferred
stock is 1% percent of issued and outstanding common stock. All shares of common
stock  and  preferred  stock  vote as a single  class on  matters  submitted  to
shareholders.  Accordingly,  the combined voting power of all of the outstanding
shares of common stock and all of the outstanding preferred shares is 72,917,153
votes. Accordingly,  36,458,576 combined votes of the common and preferred stock
is necessary to pass the resolution approving the above resolutions.


NO VOTE OR OTHER CONSENT OF OUR  STOCKHOLDERS  IS BEING  SOLICITED IN CONNECTION
WITH THIS INFORMATION  STATEMENT.  WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.

On June 20, 2014,  certain  stockholders who beneficially owned 56,030,037 votes
out of 72,917,153 or  approximately  76.84% of the combined  voting power of the
common stock and preferred stock consented in writing to effect:

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

2.   a. TO AMEND THE COMPANY'S  ARTICLES OF  INCORPORATION TO issue new class of
     preferred  Series C shares.  Corporation has defined the terms of new class
     of Super Preferred Series C stock, please see attached EXHIBIT A.

     b. TO AMEND THE COMPANY'S  ARTICLES OF  INCORPORATION TO issue new class of
     preferred  Series D shares.  Corporation has defined the terms of new class
     of Super Preferred Series D stock, please see attached EXHIBIT A.








Following have approved the above resolutions:


1. Tim Spooner                          1,900,000    Salesman - Not an affiliate
2. Michael Gallo                         293,750    Director
3. Erich Lewis                           521,250    Director
4. Madhava Rao Mankal                 20,685,185    Director
5. Daniel Medina                      20,634,185    Director
6. Albert Mardikian & Associates      11,995,667    5% shareholder
                                      ----------
                           Total      56,030,037
                                      ----------


Also on June 23, 2014, our board of directors approved the above action, subject
to  approval  by the  stockholders.  No other  corporate  actions to be taken by
written consent were considered.

We are not aware of any substantial  interest,  direct or indirect,  by security
holders or otherwise, that is in opposition to matters of action being taken. In
addition,  pursuant to the laws of Colorado,  the action to be taken by majority
written  consent  in lieu of a  special  stockholders  meeting  does not  create
appraisal or dissenters' rights.

Our board of  directors  determined  to pursue  stockholder  action by  majority
written  consent  of those  shares  entitled  to vote in an effort to reduce the
costs and management time required to hold a special meeting of stockholders and
to implement the above action in a timely manner.

Under  Section  14(c) of the  Exchange  Act,  actions  taken by written  consent
without a meeting of  stockholders  cannot become  effective until 20 days after
the mailing date of this definitive Information Statement, or as soon thereafter
as is  practicable.  We are not seeking  written  consent from any  stockholders
other than as set forth  above and our other  stockholders  will not be given an
opportunity to vote with respect to the actions taken.  All necessary  corporate
approvals have been obtained, and this Information Statement is furnished solely
for the purpose of advising stockholders of the actions taken by written consent
and giving stockholders advance notice of the actions taken.









                                TABLE OF CONTENTS




                                                                             
                                                                                      Page
                                                                               --------------------

  FORWARD-LOOKING STATEMENTS                                                            7
  QUESTIONS AND ANSWERS                                                                 7
  SUMMARY                                                                               7
  MEDINA INTERNATIONAL HOLDINGS, INC.                                                   8
  OUTSTANDING VOTING SECURITIES AND CONSENTING STOCKHOLDERS                             8
  Amendment to Articles of Incorporation                                                9
  New Class of preferred Series C shares                                                9
  New Class of preferred Series D shares                                                9
  ProForma Balance Sheet as of January 31, 2014                                        15
  No Appraisal Rights                                                                  14
  SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                     21
  WHERE YOU CAN FIND MORE INFORMATION                                                  22
  EFFECTIVE DATE                                                                       22
  MISCELLANEOUS MATTERS                                                                22
  CONCLUSIONS                                                                          22












                           FORWARD-LOOKING INFORMATION

This  Information  Statement and other reports that we file with the SEC contain
certain  forward-looking  statements relating to future events  performance.  In
some cases, you can identify  forward-looking  statements by terminology such as
"may," "will" "should,"  "expect,"  "intend," "plan,"  "anticipate,"  "believe,"
"estimate," "predict," "potential,"  "continue," or similar terms, variations of
such terms or the negative of such terms.  These statements are only predictions
and involve known and unknown risks,  uncertainties and other factors, including
those risks discussed elsewhere herein. Although forward-looking statements, and
any  assumptions  upon which they are based,  are made in good faith and reflect
our  current  judgment,  actual  results  could  differ  materially  from  those
anticipated in such statements.  Except as required by applicable law, including
the securities laws of the United States,  we do not intend to update any of the
forward-looking statements to conform these statements to actual results.

                              QUESTIONS AND ANSWERS

Q: Why did I receive this Information Statement?
A:  Stockholders  owning  a  majority  of  the  combined  voting  power  of  our
outstanding  shares of common stock and Series A preferred  stock took action by
written  consent in lieu of a  stockholders'  meeting.  Federal  securities laws
require that our other  stockholders  receive this Information  Statement before
the action can become effective.

Q: What actions did the stockholders take?
A: The  stockholders  executed a written  consent on June 20, 2014 approving the
proposals  pursuant  to  SEC  rules  and  regulations,   these  actions  require
notification to all of our stockholders.

Q: What action do I need to take as a stockholder?
A: You are not  required  to take any action.  The  actions  approved by written
consent  can take  effect  20 days  from the date of  mailing  this  Information
Statement.

Q: Am I entitled to appraisal rights?
A: No. You are not entitled to appraisal  rights in accordance with Colorado law
in connection with the actions taken by written consent.

Q: Where can I find more information about the company?
A: As required by law, we file annual,  quarterly and current  reports and other
information with the SEC that contain additional  information about our company.
You can inspect and copy these materials at the public  reference  facilities of
the SEC's Washington,  D.C. office, 100 F Street, NE, Washington, D.C. 20549 and
on its Internet site at http://www.sec.gov.

Q: Who can help answer my questions?
A: If you have  questions  about the  company  after  reading  this  Information
Statement,  please contact us in writing at our principal  executive  offices at
191 Kettering DR., Ontario, CA 91761.


                                     SUMMARY

This  summary  sets  forth  certain  selected  information   contained  in  this
Information  Statement  that  may  be  important  to you  to  better  understand
transactions   referred  to  in  this   summary.   This  summary  also  provides
cross-references to the location in the Information Statement of the information
summarized.

                                       7






MEDINA INTERNATIONAL HOLDINGS, INC.

Medina  International  Holdings,  Inc.  ("Medina,"  "we," "us,"  "Company")  was
incorporated  on June 23, 1998 in the state of  Colorado  as Colorado  Community
Broadcasting,  Inc. In February 14, 2005, the Company changed its name to Medina
International  Holdings, Inc. Our corporate offices are located at 191 Kettering
Dr., Ontario, California, 91761, and our telephone number is (909) 522-4414.

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

In  2004,  there  was  a  change  of  management.   Since  these  organizational
restructurings,  we have  pursued a business  plan that  focuses  on  watercraft
manufacturing  for  rescue,  emergency,  and  defense  operations,  as well  as,
recreational uses.

Medina Marine, Inc. was formed in the State of California,  on May of 2006, as a
wholly owned subsidiary for the sole purpose of manufacturing watercrafts. Since
inception,  Medina  Marine has sold  three  fiberglass  watercrafts,  two in the
United States and one abroad. Presently it is not an operating Company.

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

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

MIHI is a reporting  company under the Exchange Act, and our public  filings can
be accessed at  www.sec.gov.  MIHI's common stock is listed for quotation on the
OTC-QB under the trading symbol "MIHI".

            OUTSTANDING VOTING SECURITIES AND CONSENTING STOCKHOLDER

      On June 20,  2014,  we had  56,090,117  shares of common  stock issued and
      outstanding; 30 shares of Class A preferred stock outstanding.  Each share
      of common stock is entitled to one vote per share  (56,090,117)  plus each
      share of the Class A  preferred  stock is  entitled to the number of votes
      equal 1% of the total number of common shares  outstanding.  All shares of
      common  stock  and  preferred  stock  vote as a single  class  on  matters
      submitted to shareholders.  Accordingly,  the combined voting power of all
      of the  outstanding  shares  of common  stock  and all of the  outstanding
      preferred shares is 72,917,153.  As such, 36,458,576 combined votes of the
      common and preferred stock was necessary to pass the resolution approving

1.       Authorized Capital Increase and Par Value change:

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

                                       8





2.        Issue New Class of preferred  Series C shares:  TO AMEND THE COMPANY'S
          ARTICLES OF  INCORPORATION  TO issue new class of  preferred  Series C
          shares.  Corporation  has  defined  the  terms  of new  class of Super
          Preferred Series C stock, please see attached EXHIBIT A.

         Issue New Class of preferred  Series D shares: TO AMEND THE  COMPANY'S
         ARTICLES  OF  INCORPORATION  TO issue new class of  preferred  Series D
         shares.  Corporation  has  defined  the  terms  of new  class  of Super
         Preferred Series D stock, please see attached EXHIBIT A.

Two  stockholders  (Daniel Medina and Madhava Rao Mankal) who  beneficially  own
41,319,370  votes or 56.66%  of the  combined  voting  power of the  common  and
preferred shares approved the resolutions proposed on June 20, 2014.

Because the actions were approved by the written consent of stockholders holding
a  majority  of our  voting  power,  no proxies  are being  solicited  with this
Information Statement.

Colorado corporate law provides in substance that unless a company's articles of
incorporation provide otherwise,  stockholders may take action without a meeting
of  stockholders  and without  prior notice if a consent or consents in writing,
setting  forth the action so taken,  is signed by  stockholders  having not less
than the minimum  number of votes that would be necessary to take such action at
a meeting at which all shares entitled to vote thereon were present.

                     Amendment to Articles of Incorporation
                     --------------------------------------

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

                     New Class of Preferred Series C shares
                     --------------------------------------

TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new class of preferred
Series C  shares.  Corporation  has  defined  the  terms  of new  class of Super
Preferred Series C stock, please see attached EXHIBIT A.

                     New Class of Preferred Series D shares
                     --------------------------------------

TO AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO issue new class of preferred
Series D  shares.  Corporation  has  defined  the  terms  of new  class of Super
Preferred Series D stock, please see attached EXHIBIT A.

All shares of our common stock have equal rights and privileges  with respect to
voting,  liquidation and dividend rights. Each share entitles the holder thereof
to (i) one  non-cumulative  vote for each  share  held of record on all  matters
submitted  to a vote of the  stockholders;  (ii) to  participate  equally and to
receive any and all such dividends as may be declared by the board of directors;
and (iii) to participate pro rata in any  distribution  of assets  available for
distribution  upon  liquidation.  Holders of our common stock have no preemptive
rights to acquire additional shares of common stock or any other securities. The
common  stock is not  subject  to  redemption  and  carries no  subscription  or
conversion rights.

                                       9






Each  share of  common  stock is  entitled  to one vote per  share;  the Class A
preferred  stock is voting;  All shares of common stock and preferred stock vote
as a single class on matters submitted to shareholders.  Holders of our share of
common and  preferred  stock  have no  preemptive  rights to acquire  additional
shares of any other  securities.  The Common Stock and  Preferred  Stock are not
subject to redemption and carry no subscription or conversion rights. All common
and  preferred  shares  have  rights  and  privileges  with  respect  to voting,
liquidation and dividend rights.

Under  applicable  Colorado  law,  a  corporation  may give  effect to the above
resolutions correspondingly if:

(a)  The board of directors  adopts a resolution  setting  forth the proposal to
     decrease the number of issued and outstanding  shares of a class or series;
     and

(b)  The proposal is approved by the vote of stockholders  holding a majority of
     the voting power of the outstanding shares of As our board of directors has
     approved  the all the  proposed  resolutions  and  stockholders  holding  a
     majority of the voting power of the outstanding  shares of common stock and
     preferred  stock have also  approved  the proposed  resolutions  by written
     consent, upon the effectiveness of the resolutions Amended Articles will be
     filed with the State of Colorado.

Other Effect on Outstanding shares:

COMMON STOCK:

It is proposed to increase the authorized common stock  12,000,000,000.  And the
par value to $0.00001.

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


Convertible Debt:

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

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



                                       10





The Company has another Note payable for $20,000  which bears no interest and is
payable on demand.

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


Company is further  planning to raise  additional  funds  through  private  debt
financing to be able to execute our business  plan. We may issue shares to raise
capital or for services in the future at a price lower than that paid by current
investors and such actions would be dilutive,  even highly dilutive,  of current
outstanding  shares,  which would adversely affect market values. Our securities
have been thinly traded on the Over-The-  Counter Market,  Pink Sheets which may
not provide liquidity for our investors.


Under rule 3a51-1,  the  Company's  common stock falls within the  definition of
"Penny  Stock,"  pursuant  to the 90  Act.  Our  securities  are  quoted  on the
Over-the-Market   (OTC),  under  the  symbol  MIHI.  Securities  traded  on  the
Over-The-Market  are usually thinly traded,  highly volatile,  have fewer market
makers  and  are  not  followed  by  analysts.   The   Securities  and  Exchange
Commission's order handling rules, which apply to NASDAQ-listed  securities,  do
not apply to securities quoted on OTC markets. Quotes for stocks included on the
OTC market are not listed in newspapers. Therefore, prices for securities traded
solely on the OTC may be difficult to obtain and holders of our  securities  may
be unable to resell  their  securities  at or near  their  original  acquisition
price, or at any price.

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

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

As of April 30, 2014,  we had  56,090,117  shares of common  stock  outstanding,
subject to  restrictions  on  transfer  referred to below,  all other  shares of
common stock which we have not registered are considered "Restricted Securities"
as  defined  under the  Securities  Act  (1934) and in the future may be sold in
compliance  with rule 144 under the Securities Act or pursuant to a registration
statement  filed under the  Securities  Act. Rule 144 generally  provides that a
person holding  restricted  securities for a period of six months may sell every
three months in brokerage  transactions or  market-maker  transactions an amount
equal to the  greater of (i) one  percent  (1%) of our  issued  and  outstanding
common  stock or (ii) the  average  weekly  trading  volume of the common  stock
during the four calendar weeks prior to the sale.  Rule 144 also permits,  under
certain  circumstances,  the sale of shares without any quantity limitation by a
person who is not an affiliate  of the company and who has  satisfied a one year
holding  period.  The  sale of  substantial  numbers  of these  shares,  whether
pursuant  to rule  144 or  pursuant  to a  registration  statement,  may  have a
depressive  effect on the market price of our common stock by causing the supply
to exceed demand.

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

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

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

                                       11






We expect that our common  stock will  continue to be quoted on the  OTC-Markets
and we plan to continue to file  periodic  and other  reports with the SEC under
the Exchange Act.

Company  will be able to issue  further  common  shares  which  will  dilute the
existing  stock  holders.  The par value of our common  stock will be changed to
$0.00001 and also we are increasing the authorized common stock from 500,000,000
to 12,000,000,000.

SERIES `A' PREFERRED STOCK:

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

At April 30,  2014,  the  Company  had 30 shares of Series `A'  Preferred  Stock
issued and  outstanding.  Mr.  Mankal and Mr.  Medina,  CFO and President of the
Company,  were issued 15 shares each of Series `A'  preferred  stock.  No shares
have been redeemed so far.

 SERIES `B' PREFERRED STOCK:

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

Company is canceling Series `B' Preferred shares.

SERIES  `C'  PREFERRED  STOCK:  The new  class  of  stock  of  this  corporation
heretofore  named  "Preferred  Stock"  shall be named and  designated  "Series C
Preferred  Stock".  It shall  have 10 shares  authorized  at $0.01 par value per
share.  This  class of shares  will be issued to the  Management,  employees  or
consultants to convert debt.

a) If at least one share of Series C Preferred Stock is issued and  outstanding,
then the total aggregate  issued shares of Series C Preferred Stock at any given
time, regardless of their number, shall be convertible into the number of shares
of Common  Stock  which  equals  four  times the sum of: i) the total  number of
shares  of  Common  Stock  which  are  issued  and  outstanding  at the  time of
conversion, plus ii) the total number of shares of Series A, Series B and Series
D Preferred Stocks which are issued and outstanding at the time of conversion.

b) Each individual  share of Series C Preferred Stock shall be convertible  into
the number of shares of Common Stock equal to:

                                       12






         [four  times  the sum of:  {all  shares  of  Common  Stock  issued  and
         outstanding  at time of  conversion  + all shares of Series A, Series B
         and  Series  D  Preferred  Stocks  issued  and  outstanding  at time of
         conversion}]  divided  by [the  number of shares of Series C  Preferred
         Stock issued and outstanding at the time of conversion]

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


The available  authorized  and unissued  shares of preferred  Series C stock and
preferred  Series D stock  gives the  company  the  ability to cause a potential
anti-takeover effect by creating potential dilution to the number of outstanding
shares. Management currently not contemplating any such anti-takeover plan.



SERIES D PREFERRED  STOCK:  Proposed  10,000,000  shares of  proposed  Series D
Preferred Stock, par value $0.00001 per share (the "Series D Preferred Stock" or
"Series D Preferred  Shares").  The holders of Series D Preferred Stock shall be
entitled  to  receive  dividends  when,  as and if  declared  by  the  Board  of
Directors, in its sole discretion. Upon any liquidation,  dissolution or winding
up of the Corporation, whether voluntary or involuntary, before any distribution
or  payment  shall be made to the  holders  of any stock  ranking  junior to the
Series D Preferred  Stock,  the holders of the Series D Preferred Stock shall be
entitled  to be paid out of the  assets of the  Corporation  an amount  equal to
$1.00  per  share or,  in the  event of an  aggregate  subscription  by a single
subscriber for Series D Preferred Stock in excess of $100,000,  $0.997 per share
(as adjusted for any stock dividends,  combinations,  splits,  recapitalizations
and the like with  respect to such shares) (the  "Preference  Value"),  plus all
declared but unpaid  dividends,  for each share of Series D Preferred Stock held
by them. After the payment of the full applicable Preference Value of each share
of the Series D Preferred Stock as set forth herein, the remaining assets of the
Corporation  legally  available for  distribution,  if any, shall be distributed
ratably to the holders of the Corporation's Common Stock. Each share of Series D
Preferred  Stock  shall be  convertible  at par value  $0.00001  per share  (the
"Series D Preferred"), at any time, and/or from time to time, into the number of
shares of the  Corporation's  common  stock,  par value  $0.00001 per share (the
"Common  Stock")  equal to the  price of the  Series  D  Preferred  Stock of the
proposed Bylaws amendments,  divided by the par value of the Series D Preferred,
subject to adjustment  as may be determined by the Board of Directors  from time
to time (the "Conversion  Rate"). For example,  assuming a $2.50 price per share
of Series D Preferred Stock for conversion of affiliate  debts,  and a par value
of $0.00001 per share for Series D  Preferred,  each share of Series D Preferred
Stock would be convertible  into 100,000 shares of Common Stock  irrespective of
the share price of Series D Preferred Stock.  Such conversion shall be deemed to
be effective on the business day (the  "Conversion  Date") following the receipt
by the  Corporation  of written notice from the holder of the Series D Preferred
Stock of the  holder's  intention  to  convert  the  shares  of  Series D Stock,
together with the holder's  stock  certificate  or  certificates  evidencing the
Series D Preferred Stock to be converted.

Shares of Series D Preferred  Stock are  anti-dilutive  to reverse  splits,  and
therefore  in the case of a reverse  split,  are  convertible  to the  number of
Common  Shares  after the  reverse  split as would  have been equal to the ratio
established  prior to the reverse split. The conversion rate of shares of Series
D  Preferred  Stock,  however,  would  increase  proportionately  in the case of
forward  splits,  and may not be diluted by a reverse split  following a forward
split.  The  initial  price of each share of Series D  Preferred  Stock shall be
$2.50 for conversion of affiliate debts.  Shares of Series D Preferred Stock may
not be converted  into shares of Common Stock for a period of: a) six (6) months
after purchase, if the Company voluntarily or involuntarily files public reports
pursuant  to  Section 12 or 15 of the  Securities  Exchange  Act of 1934;  or b)
twelve (12) months if the Company does not file such public reports.

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

Affiliate  shareholders  debts are converted to Preferred Series D shares by the
amount of debt divided by $2.50 per share.

To protect the existing  shareholders from dilutive issuance of shares for cash,
services,  it is proposed  to issue one  Preferred  Series D shares  dividend to
existing  shareholders  for every 100,000  common shares  outstanding  on record
date.  Shareholders  holding  less than 100,000  common  shares are paid cash as
dividend by  multiplying  number of shares held by $0.00001.  Ex.  60,000 common
shares gets a dividend of $0.60.


                                       13



The available  authorized  and unissued  shares of preferred  Series C stock and
preferred  Series D stock  gives the  company  the  ability to cause a potential
anti-takeover effect by creating potential dilution to the number of outstanding
shares. Management currently not contemplating any such anti-takeover plan.

Modification or Exchange of Securities
--------------------------------------

Company  proposes  to issue  preferred  series `C' and `D' in  exchange  for the
management  debts under item 12 of Proxy Statement  Pursuant to Section 14(a) of
the Securities Exchange Act of 1934.



                                                                             

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

                                                                             Preferred
                                                                             Series C   No of       Preferred       No of
                                       Accrued                               in         Preferred  Series D in    Preferred
                            Loan       Payroll     Interest       Total       Dollars   Series C     Dollars      Series D*
-------------- --------- ----------- ------------ ----------- -------------- ---------- --------- -------------- ------------

Daniel Medina  President $144,762     $364,369      $41,814      $550,945      $100,000        1  $450,945        180,378
-------------- --------- ----------- ------------ ----------- -------------- ---------- --------- -------------- ------------
 Madhava Rao
   Mankal        CFO     $180,248     $326,807      $51,708      $558,763      $100,000        1  $458,763        183,505
-------------- --------- ----------- ------------ ----------- -------------- ---------- --------- -------------- ------------

                TOTAL    $325,010     $691,176     $ 93,522    $1,109,708      $200,000        2  $909,708        363,883
-------------- --------- ----------- ------------ ----------- -------------- ---------- --------- -------------- ------------



*Each  preferred  series C is valued at $100,000 and each preferred  series D is
valued at $2.50.

Our authorized and unissued shares can be used by management to oppose a hostile
takeover attempt,  delay or prevent changes of control, or changes in or removal
of  management.  Company has recorded  debts in the books as  shareholders  debt
which  cannot  be  converted  to  freely  tradable  stock.  In the  interest  of
protecting  the  debts  of  shareholders  it  is  decided  to  convert  $200,000
shareholders  debt  to  two  Series  C  Preferred  Stock  and  balance  $909,708
shareholders  debt to $363,883 Series D preferred Stock at $2.50 per share.  The
effect of this  proposed  exchange will result in dilution of rights of existing
shareholders.

No Appraisal Rights

Under  Colorado  Corporations  Law,  stockholders  are not entitled to appraisal
rights with respect to the proposed amendments to our articles of incorporation.

We are hereby  notifying  our  stockholders  of the approval of the amendment to
increase the authorized  common shares of the company to  12,000,000,000  and to
issue new class of preferred series C and D shares, and pursuant to the exchange
at filing this  information  statement on Schedule 14C, which will mailed to all
stockholders of record as of the record date established before.


Shareholders' debt of $1,109,708 included in the Quarterly report for the period
ended January 31, 2014 filed June 17th,  2014. This meets the requirement of the
appropriate  portion of item 13(a) of Proxy Statement  Pursuant to Section 14(a)
of the Securities Exchange Act of 1934.


Stockholder Materials

In some instances we may deliver only one copy of this Information  Statement to
multiple  stockholders  sharing a common  address.  If  requested by phone or in
writing,  we will promptly  provide a separate copy to a stockholder  sharing an
address  with another  stockholder.  Requests by phone should be directed to our
President at (951)  493-6785,  and requests in writing  should be sent to Medina
International  Holdings,  Inc.,  Attention  President,  at  191  Kettering  Dr.,
Ontario,  CA 91761.  Stockholders  sharing  an  address  who  currently  receive
multiple  copies and wish to receive  only a single  copy should  contact  their
broker or send a signed, written request to us at the above address.

Financial Statement

The Pro Forma  financial  information  presented below is based on the Company's
unaudited Financial Statements as of January 31, 2014. The pro forma information
reflects the  following  transactions  as if these  transactions  were closed on
January 31, 2014.

                                      14





                                                                             



                 MEDINA INTERNATIONAL HOLDINGS, INC.
                          AND SUBSIDIARIES
                Consolidated Proforma Balance Sheets
                                                                                                      Proforma
                                                                 January 31,                          January 31,
                                                                    2014          Adjustment            2014
                                                                  (Un-Audited)                       (Un-Audited)
                                                                --------------   --------------     -------------
                               ASSETS

Cash                                                              $     9,891   $                   $      9,891
Inventory                                                             103,878                            103,878
Other receivables                                                     237,718                            237,718
Reserve                                                              (237,718)                          (237,718)
                                                                --------------   --------------     -------------
       Total other receivables                                              -          0                       -
       Total current assets                                           113,769          0                 113,769
                                                                --------------   --------------     -------------
Fixed Assets:                                                         812,475                            812,475
Accumulated depreciation                                             (603,716)                          (603,716)
                                                                --------------   --------------     -------------
       Total property & equipment                                     208,759          0                 208,759
                                                                --------------   --------------     -------------
Prepaid expenses  & deposits                                           10,292                             10,292

                                                                --------------   --------------     -------------
       TOTAL ASSETS                                                 $ 332,820      $   0              $  332,820
                                                                ==============   ==============     =============
                   LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Accounts payable                                                    $ 699,825      $                    $699,825
Accrued liabilities                                                   965,746              (784,698)     181,048
Short term debt                                                       128,628                            128,628
Bank overdraft                                                              -                                  -
Customer Deposit                                                       40,500                             40,500
Stock committed to be issued                                            6,375                              6,375
Notes payable                                                         110,500                            110,500
Related party payable                                                 105,000                            105,000
Related Parties - short-term borrowings from shareholders             438,638              (325,010)     113,628
                                                                --------------   --------------     -------------
       Total current liabilities                                    2,495,212       (1,109,708)        1,385,504
                                                                --------------   --------------     -------------
       Total Liabilities                                            2,495,212       (1,109,708)        1,385,504
                                                                --------------   --------------     -------------

Preferred stock 10,000,000 shares authorized
       Series A preferred  stock,  $0.01 par value,  50
       shares  authorized, 30 shares issued and outstanding
       on January 31, 2014                                            360,000                             360,000

       Series B preferred stock,  $0.001 par value,  100
       shares  authorized, 20 shares issued and outstanding
       as of January 31, 2014                                          20,000                              20,000

       Series C preferred  stock,  $0.01 par value, 10
       shares authorized, 0 issued and outstanding as on
       January 31, 2014                                                               200,000             200,000

       Series D preferred  stock,  $0.00001  par value,
       10,000,000  shares authorized, 0 shares issued and
       outstanding as on January 31, 2014                                             909,708             909,708
Common stock, $0.0001 par value, 500,000,000 shares
authorized 56,090,117, shares issued and outstanding on
January 31, 2014                                                        5,609                              5,609

Additional paid-in capital                                          4,887,950                          4,887,950
Accumulated deficit                                                (7,435,951)                        (7,435,951)
                                                                --------------   --------------     -------------
       Total stockholders' equity (deficit)                        (2,162,392)       1,109,708        (1,052,684)
                                                                --------------   --------------     -------------

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

       TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)     $     332,820  $             -    $      332,820
                                                                ==============   ==============     =============





                                       15




              MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                      Consolidated Statement of Operations
                                                                             


                                                                                                      Proforma
                                                                 Nine months ended                   Nine months
                                                                   January 31,       Adjustment    ended January 31,
                                                                       2014                             2014
                                                                   (Un-Audited)                     (Un-Audited)
                                                                 --------------------------------------------------
Sales, net                                                             $ 2,110,219             $ -     $ 2,110,219
Cost of Goods Sold                                                       1,388,692                       1,388,692
                                                                 --------------------------------------------------
                                Gross Profit (Loss)                        721,527               -         721,527
                                                                 --------------------------------------------------
General and administrative expenses                                        283,651                         283,651
Selling and marketing expenses                                             146,184                         146,184
                                                                 --------------------------------------------------
                                Income (Loss)  from operations             291,692               -         291,692
                                                                 --------------------------------------------------
Other income                                                                     -                               -
Interest expense                                                           (54,305)                        (54,305)
                                                                 --------------------------------------------------
                                Net other loss                              54,305               -          54,305
                                                                 --------------------------------------------------
Loss before income tax (expense) benefit                                   237,387                         237,387
Income tax (expense) benefit                                                     -                               -

                                                                 --------------------------------------------------
Net Income (Loss)                                                 $      237,387               $ -  $      237,387
Net loss per share (Medina International Holdings, Inc.):
                                Basic                                     $ 0.00               $ -          $ 0.00
                                                                 --------------------------------------------------
                                Diluted                                   $ 0.00               $ -          $ 0.00
                                                                 ==================================================
Weighted average number of shares outstanding:
                                Basic                                  55,841,239                       55,841,239
                                Diluted                                55,841,239                       55,841,239







                                       16






              MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                                                                             



                                                                                       For Nine Months Ended January
                                                                                                               Proforma
                                                                                     2014                        2014
                                                                                 (Un-Audited)  Adjustment    (Un-Audited)
                                                                                 -------------------------------------------

Cash flows from operating activities:
    Net loss                                                                         $ 237,387           -        $ 237,387
    Adjustments to reconcile net loss to net cash
      used in operating activities:
             Stock subscription payable/Issued for services                              6,375           -            6,375
             Depreciation expenses                                                      77,281           -           77,281
    Changes in operating assets and liabilities:                                                                          -
             Decrease (Increase) in accounts receivable                                                                   -
             Decrease (Increase) in other receivable                                    10,000           -           10,000
             Decrease (Increase) in inventory                                           89,870           -           89,870
             Increase (decrease) in accounts payable and accrued liabilities            77,687           -           77,687
             Increase (decrease) in customer deposits                                 (498,083)          -         (498,083)
             (Increase) decrease in prepaid expenses                                     8,382           -            8,382
                                                                                 -------------------------------------------
           Total adjustments                                                          (228,488)          -         (228,488)
                                                                                 -------------------------------------------
             Net cash (used) received in operating activities                            8,899           -            8,899
                                                                                 -------------------------------------------
Cash flows from investing activities:
    Purchase of property and equipment                                                 (43,518)          -          (43,518)
                                                                                 -------------------------------------------
             Net cash used in investing activities                                     (43,518)          -          (43,518)
                                                                                 -------------------------------------------
Cash flows from financing activities:
    Bank overdraft                                                                      (9,428)          -           (9,428)
    Proceeds/(Payments) from notes payable
    Proceeds/(Payments) from related party note payable                                 55,000           -           55,000
    Proceeds/(Payments) from related party note payable shareholders                    (3,483)          -           (3,483)
    Proceeds/(Payments) on lines of credit & credit cards                                 (214)          -             (214)
    Proceeds from stock subscription
                                                                                 -------------------------------------------
             Net cash provided (used) by financing activities                           41,875           -           41,875
                                                                                 -------------------------------------------
Net increase (decrease) in cash and cash equivalents                                     7,256           -            7,256

Cash and cash equivalents - beginning of period                                          2,635           -            2,635
                                                                                 -------------------------------------------
Cash and cash equivalents - end of period                                              $ 9,891     $     -          $ 9,891
                                                                                 ==============------------=================
Supplemental disclosure of cash flow information:
    Interest Paid                                                                       13,634           -           13,634
                                                                                 ===========================================
    Taxes Paid                                                                               -           -             -
                                                                                 ===========================================



                                       17





              Medina International Holdings, Inc. and Subsidiaries
                Consolidated Statements of Shareholders' Equity
                                  (Un-Audited)
                                    Proforma
                                                                             


                                          Common Stock             Preferred Stock         Preferred Stock        Preferred Stock
                                                                    Series A                  Series B               Series C
                                        Shares     Amount       Shares       Amount        Shares      Amount     Shares      Amount
                                     -----------------------------------------------------------------------------------------------
Balance - April 30, 2012               55,890,117   $ 5,589             30   $ 360,000          20   $ 20,000
                                     -----------------------------------------------------------------------------------------------
Net loss

                                     -----------------------------------------------------------------------------------------------
Balance - April 30, 2013               55,890,117   $ 5,589             30   $ 360,000          20   $ 20,000
                                     ===============================================================================================
Shares issued for accrued expenses        200,000        20
Net profit (loss)
Shares issued for conversion of debt                                                                                  2     200,000
Shares issued for conversion of debt

                                     -----------------------------------------------------------------------------------------------
Balance - January 31, 2014             56,090,117   $ 5,609             30   $ 360,000          20   $ 20,000         2   $ 200,000
                                     ===============================================================================================



                                       18





              Medina International Holdings, Inc. and Subsidiaries
                 Consolidated Statements of Shareholders' Equity
                                  (Un-Audited)
                                    Proforma


(continued)
                                                                             





                                                                      Additional
                                               Preferred Stock          Paid-In     Accumulated      Totals
                                                  Series D              Capital       Deficit
                                              Shares       Amount



Balance - April 30, 2012                                                $ 4,880,270  $ (7,256,062) $ (1,990,203)
                                          ----------------------------------------------------------------------
Net loss                                                                           (417,276.00)     (417,276)

                                          ----------------------------------------------------------------------
Balance - April 30, 2013                                                $ 4,880,270  $ (7,673,338) $ (2,407,479)
                                          ======================================================================
Shares issued for accrued expenses                                            7,680                       7,700
Net profit (loss)                                                                         237,387       237,387
Shares issued for conversion of debt                                                                    200,000
Shares issued for conversion of debt           363,883        909,708                                   909,708

                                          ----------------------------------------------------------------------
Balance - January 31, 2014                     363,883      $ 909,708   $ 4,887,950  $ (7,435,951) $ (1,052,684)
                                          ======================================================================



                                       19






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

RESULTS OF OPERATION

For the Nine Months  Ended  January 31, 2014  Compared to Proforma  for the Nine
Months ended January 31, 2014.
Company  had a net profit of $237,387  for the period  ended  January 31,  2014.
Company's  operation  did not incur any expenses or earned any income due to the
restructuring of debts and capital of the company.

LIQUIDITY AND CAPITAL RESOURCES

There is no change in the Cash Flow statement due to restructuring.  The Company
has an accumulated  deficit of $7,435,951as of January 31, 2014, and there is no
change due to the restructuring.

Restructuring  of debts and capital reduces the debts owed to the Management and
increases the equity.  Restructuring provides for converting $784,698 of accrued
liabilities to Series D Preferred  Shares,  which  includes  $364,369 in accrued
payroll for Mr. Medina,  $326,807 in accrued payroll for Mr. Mankal,  $41,814 in
accrued  interest on Medina's  loan and $51,708 in accrued  interest on Mankal's
loan.

Restructuring  also provides for converting  $325,010 of shareholders loan which
includes  $144,762  loan from Mr.  Medina,  $180,248  loan from Mr.  Mankal to 2
Series C Preferred  Shares valued at $200,000 and the balance amount of $125,010
loan due to shareholders  loan will be will be issued Series D Preferred  shares
at $2.50 per share.

Shareholders' debt of $1,109,708 included in the Quarterly report for the period
ended January 31, 2014 filed June 17th,  2014. This meets the requirement of the
appropriate  portion of item 13(a) of Proxy Statement  Pursuant to Section 14(a)
of the Securities Exchange Act of 1934.

                                       20







        SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth certain  information  as of June 20, 2014,
with respect to the beneficial ownership of our common stock:

___  each stockholder believed to be the beneficial owner of more than 5% of our
     common stock;

___  by each of our directors and executive officers; and

___  all of our directors and executive officers as a group.

For purposes of the  following  table,  a person is deemed to be the  beneficial
owner of any  shares of common  stock (i) over  which the  person has or shares,
directly or indirectly,  voting or investment power, or (ii) of which the person
has a right to acquire beneficial ownership at any time within 60 days after the
date of this report. "Voting power" is the power to vote or direct the voting of
shares  and  "investment  power"  includes  the power to  dispose  or direct the
disposition of shares.



                                                                             

                                                                Number                   Percentage
                                                                of                       of
                                                                Class A                  Class A
                                                                Preferred Converted to   Preferred
    Name and Address of            Number of     Percentage of  Stock     Common Stock   Stock     Total
    Beneficial Owner            Common Shares    Ownership
                                                 Of Common
                                                 Shares

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

    Daniel Medina                    12,220,667         21.79%        15      8,413,518       50%       20,634,185
    --------------------------- ---------------- -------------- --------- -------------- --------- ----------------
    Madhava Rao Mankal               12,271,667         21.88%        15      8,413,518       50%       20,685,185
    --------------------------- ---------------- -------------- --------- -------------- --------- ----------------

    Mike Gallo                          293,750          0.52%                                             293,750
    --------------------------- ---------------- -------------- --------- -------------- --------- ----------------
    Erich Lewis                         521,250          0.937%                                            521.250
    --------------------------- ---------------- -------------- --------- -------------- --------- ----------------
    All officers and
    directors as a group (4
    individuals)                     25,307,334         45.12%        30     16,827,036      100%       42,134,370
    --------------------------- ---------------- -------------- --------- -------------- --------- ----------------
    Albert Mardikian                 11,995,667         21.39%                                          11,995,667
    --------------------------- ---------------- -------------- --------- -------------- --------- ----------------
    Total                            37,303,001         66.49%        30     16,827,036                 54,130,037
    --------------------------- ---------------- -------------- --------- -------------- --------- ----------------



                                       21





On June 20, 2014, the record date for  determining  the identity of stockholders
who are entitled to receive this Information Statement, we had 56,090,117 shares
of common stock  issued and  outstanding;  30 shares of Class A preferred  stock
outstanding.  Each  share of  common  stock is  entitled  to one vote per  share
56,090,117;  the Class A preferred stock is 1% of the total  outstanding  shares
16,827,036.  All  shares of common  stock and  preferred  stock vote as a single
class on matters  submitted to  shareholders.  Accordingly,  the combined voting
power  of  all  of  the  outstanding  shares  of  common  stock  and  all of the
outstanding  preferred shares is votes 72,917,153.  As such, 36,458,577 combined
votes  of the  common  and  preferred  stock  is  necessary  to pass the all the
resolutions.  Officers  and  directors  as a  group  combined  voting  power  is
42,134,370  votes or 57.78%.  Combined voting power of beneficial  owner of more
than 5% of our common stock; officers and directors is 54,130,037 or 74.23%.

                       WHERE YOU CAN FIND MORE INFORMATION

We file periodic  reports and other  information with the SEC, which reports and
other  information  are available for  inspection at the SEC's Public  Reference
Room at 100 F Street,  N.E.,  Washington,  D.C.  20549.  You may call the SEC at
1-800-SEC-0330   for  information  about  these   facilities.   Copies  of  such
information  may be  obtained  by mail,  upon  payment  of the  SEC's  customary
charges, by writing to the SEC at 100 F Street,  N.E.,  Washington,  D.C. 20549.
The SEC also maintains a web site on the Internet at  www.sec.gov  that contains
reports,  proxy  statements  and  other  information  about  MIHI  that  we file
electronically  with the SEC. We will also mail  copies of our prior  reports to
any stockholder upon written request.

                                 EFFECTIVE DATE

Pursuant to Rule 14c-2 under the Exchange  Act, the above  actions to effect the
Resolutions  shall not be effective until a date at least twenty (20) days after
the date on which the  definitive  Information  Statement has been mailed to the
stockholders.  We  anticipate  that  the  actions  contemplated  hereby  will be
effected on or about ______, 2014.

                              MISCELLANEOUS MATTERS

The entire cost of furnishing  this  Information  Statement will be borne by the
company. We will request brokerage houses, nominees, custodians, fiduciaries and
other like  parties to forward  this  Information  Statement  to the  beneficial
owners  of the  common  stock  held of record  by them and will  reimburse  such
persons for their reasonable charges and expenses in connection  therewith.  The
board of directors has fixed the close of business on ________________,  2014 as
the record  date for the  determination  of  Stockholders  who are  entitled  to
receive this Information Statement.

This Information Statement is being mailed on or about ___________________, 2014
to all stockholders of record as of the record date.

                                   CONCLUSION

As a matter  of  regulatory  compliance,  we are  sending  you this  Information
Statement  that  describes  the  purpose and effect of the above  actions.  Your
consent  to the above  action is not  required  and is not  being  solicited  in
connection with this action.  This Information  Statement is intended to provide
our  stockholders  information  required  by the  rules and  regulations  of the
Securities Exchange Act of 1934.

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WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE  REQUESTED NOT TO SEND US A PROXY.
THE ATTACHED MATERIAL IS FOR INFORMATIONAL PURPOSES ONLY.

                                            BY ORDER OF THE BOARD OF DIRECTORS


______, 2014                     /s/Daniel Medina
                                    -------------
                                    Daniel Medina
                                    President

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