-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALrdpS1ddMOQk951i1tQebIm1nKSMl2rZPhzuXGyLEnnXJEO4M9b6yyFioZPZHyi WH9xVwdbjrHC2ea/93QO2A== 0001072588-08-000323.txt : 20080915 0001072588-08-000323.hdr.sgml : 20080915 20080915170743 ACCESSION NUMBER: 0001072588-08-000323 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080731 FILED AS OF DATE: 20080915 DATE AS OF CHANGE: 20080915 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDINA INTERNATIONAL HOLDINGS, INC. CENTRAL INDEX KEY: 0001093248 STANDARD INDUSTRIAL CLASSIFICATION: SHIP & BOAT BUILDING & REPAIRING [3730] IRS NUMBER: 841469319 STATE OF INCORPORATION: CO FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-27211 FILM NUMBER: 081072265 BUSINESS ADDRESS: STREET 1: 10088 6TH STREET STREET 2: SUITE G CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 BUSINESS PHONE: 3034228127 MAIL ADDRESS: STREET 1: 10088 6TH STREET STREET 2: SUITE G CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 FORMER COMPANY: FORMER CONFORMED NAME: COLORADO COMMUNITY BRAODCASTING INC DATE OF NAME CHANGE: 19990813 10-Q 1 mihi10q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ----------------- FORM 10Q ----------------- (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 31, 2008 [ ] 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 August 15, 2008, 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 - July 31, 2008 and April 30, 2008 F-1 Consolidated Statements of Operations - Three months ended July 31, 2008 and 2007 and From March 16, 1998 (Inception) to July 31, 2008 F-2 Statements of Cash Flows - Three months ended July 31, 2008 and 2007 and From March 16, 1998 (Inception) to July 31, 2008 F-3 Statement of Changes in Stockholders' Equity (Deficit) - From March 16, 1998 (Inception) to July 31, 2008 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 4 Item 4. Controls and Procedures 4 Item 4T. Controls and Procedures 5 PART II - OTHER INFORMATION Item 1. Legal Proceedings -Not Applicable 6 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 6 -Not Applicable Item 3. Defaults Upon Senior Securities - Not Applicable 6 Item 4. Submission of Matters to a Vote of Security Holders - Not Applicable 6 Item 5. Other Information - Not Applicable 6 Item 6. Exhibits 7 SIGNATURES 8
PART I. - FINANCIAL INFORMATION
MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Balance Sheets July 31, April 30, 2008 2008 (Unaudited) (Audited) ---------------- ---------------- ASSETS Current Assets: Cash $ 542 $ - Inventory 68,912 68,813 Prepaid Expenses 24,000 24,000 Other receivables - - ---------------- ---------------- Total current assets 93,454 92,813 Fixed Assets: Watercraft molds 343,074 342,993 Office equipment 20,740 20,740 Manufacturing tools 12,249 12,249 ---------------- ---------------- 376,063 375,982 Accumulated depreciation (71,572) (57,256) ---------------- ---------------- Total fixed assets 304,491 318,726 Other Assets: Investment 25,500 25,500 Total other assets 25,500 25,500 ---------------- ---------------- TOTAL ASSETS $ 423,445 $ 437,039 ================ ================ LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities: Bank Overdraft $ - $ 20 Accounts payable 145,928 191,158 Accrued Interest 45,679 40,950 Lines of Credit 5,280 17,156 Customer Deposit 40,500 24,500 Notes payable 97,325 10,000 Related Parties - short-term borrowings from shareholders 334,546 362,447 ---------------- ---------------- Total current liabilities 669,258 646,231 Stockholders' equity (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 and 35,660,091 shares issued and outstanding on July 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 241,563 241,563 Subscription receivable (3,000) (3,000) Accumulated deficit during the development stage (2,916,964) (2,880,343) ---------------- ---------------- Total stockholders' equity (deficit) (245,813) (209,192) ---------------- ---------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) $ 423,445 $ 437,039 ================ ================ The accompanying notes are an integral part of these financial statements. F-2
MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Company) CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) March 16, 1998 Three Months Ended (Inception) to July 31, July 31, 2008 2007 2008 ---------------- ---------------- ---------------------- INCOME Sales $ - $ 192,800 $ 217,800 Cost Of Goods Sold - 86,994 86,264 ---------------- ---------------- ---------------------- Gross Profit - 105,806 131,536 ---------------- ---------------- ---------------------- OPERATING EXPENSES: Professional Fees 1,711 12,907 178,899 Bank Charges 490 - 6,940 Telephone 605 - 14,907 Travel 43 - 42,580 Settlement of debt - - 17,000 Stock compensation 310 665,311 1,944,104 Research and Development - - 25,000 Consultant Expenses - 26,509 497,500 Commission - - 26,510 Marketing - - 8,426 Rent 9,000 9,000 66,000 Other Administrative Expenses 15,297 28,071 179,598 ---------------- ---------------- ---------------------- Total Operating Expenses 27,456 741,798 3,007,464 ---------------- ---------------- ---------------------- Other Income (Expense) Interest expense (9,255) (7,771) (63,805) Other Expenses - - (3,901) Other income 90 - 26,670 ---------------- ---------------- ---------------------- Net Other Income (Expense) (9,165) (7,771) (41,036) ---------------- ---------------- ---------------------- Net Loss from Operations $ (36,621) $ (643,763) $ (2,916,964) ================ ================ ====================== Weighted average number of shares outstanding 35,660,091 31,077,839 ================ ================ Net Loss Per Share $ * $ * ================ ================ * Less than $0.01 per share The accompanying notes are an integral part of these financial statements. F-2
MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) July 31, 2008 (Unaudited) Deficit Accum. Additional Shares During the Common Stock Paid-In Committed to Subscription Development Shares Amount Capital Be issued 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) ------------- ------------- ------------ -------------------- ------------- ------------ Net loss - - - - - (36,621) (36,621) ------------- ------------- ------------ -------------------- ------------- ------------ Balance - July 31, 2008 35,660,091 $ 3,566 $ 2,429,022 $ 241,563 $ (3,000) $ (2,916,964) $ (245,813) ============= ============= ============ ==================== ============= ============ The accompanying notes are an integral part of these financial statements. F-3
MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY (A Development Stage Company) Consolidated Statement of Cash Flows (Unaudited) March 16, 1998 Three Months Ended (Inception) to July 31, July 31, 2008 2007 2008 ------------------------------------ -------------- Cash flows from operating activities: Net loss $ (36,621) $ (643,763) $ (2,916,964) ------------------------------------ -------------- Adjustments to reconcile net loss to net cash used in operating activities: Common stock issued in exchange for Consulting - 666,563 2,407,151 Common stock issued in exchange services - - 6,000 Settlement of debt - 2,000 18,700 Depreciation 14,316 3,794 71,572 Changes in operating assets and liabilities: Impairment Loss on Investment - - 24,500 (Increase) decrease in inventory (99) 24,958 (68,912) Increase in accounts payable 4,770 10,919 199,555 Increase in accrued interest 4,729 - 30,552 Increase in customer deposits 16,000 - 40,500 -------------------------------- ------------------ Total adjustments 39,716 708,234 2,729,618 -------------------------------- ------------------ Net cash received from (used in) operating activities 3,095 64,471 (187,346) -------------------------------- ------------------ Cash flows from investing activities: Increase in Investment - - (25,000) Purchase of fixed assets (81) (55,266) (376,063) -------------------------------- ------------------ Net cash used in investing activities (81) (55,266) (401,063) -------------------------------- ------------------ Cash flows from financing activities: Bank overdraft (20) 24,899 - (Payments on) proceeds from notes payables, related party (27,901) (23,723) 314,924 Proceeds from note payable 37,325 - 47,325 Proceeds (payments) from lines of Credit (11,876) (21,517) 24,902 Proceeds from the issuance of common stock - 6,000 201,800 -------------------------------- ------------------ Net cash (used in) provided by financing activities (2,472) (14,341) 588,951 -------------------------------- ------------------ Net increase (decrease) in cash 542 (5,136) 542 Cash and cash equivalents - beginning of period - 5,136 - -------------------------------- ------------------ -------------------------------- ------------------ Cash and cash equivalents - end of period $ 542 $ - $ 542 ================================ ================== Supplemental disclosure of cash flow information: Interest Paid $ - $ - $ - ==================================================== Taxes paid $ - $ - $ - ==================================================== Non-cash financing and investing activities: Equipment Purchased from related party $ - $ 32,790 $ - ==================================================== Stock issued for prepaid expenses $ - $ 24,000 $ - ==================================================== Stock issued for compensation $ - $666,563 $ 2,407,151 ==================================================== The accompanying notes are an integral part of these financial statements. F-4
MEDINA INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY (A DEVELOPMENT STAGE COMPANY) NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Three Months Ended JULY 31, 2008 (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 subsidiary. 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 : 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. 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 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 Designs, LLC which is expected within 120 days of this agreement 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. F-5 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. 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-KSB for the fiscal year ended April 30, 2008. It is management's opinion that when the interim financial statements are read in conjunction with the April 30, 2008. Annual Report on Form 10-KSB, 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-KSB 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 three months ended July 31, 2008 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 $36,671 for the three months ended July 31, 2008, and an accumulated deficit of $2,917,013 as of July 31, 2008. The Company also has a working capital deficiency of $575,804 and the Company has not recognized any revenues from its business operations. F-6 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. 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 July 31, 2008, the Company had $542 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 are stated at cost. Equipment consisting of laser stripping 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. F-7 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. 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. 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. F-8 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. 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. F-9 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. NOTE 2. INVENTORY As of July 31, 2008, inventory consisted of the following: Cost ---- Parts Vortex hull & deck shells (2) $ 11,427 Parts 19,193 ------ Total Parts $ 30,620 ------ Work-in-Progress 15' Fire Rescue $ 19,885 21' Fire Rescue 12,171 ------ Total Work-in-Progress $ 32,056 ------ Finished Goods 15' Fire Rescue - Demo $ 6,236 ------ Total Finished Goods $ 6,236 ------ Total Inventory $ 68,912 ====== NOTE 3. 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. 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 (10) innovative fire protective equipment during the fiscal year ended July 31, 2008. NOTE 4. FIXED ASSETS At July 31, 2008, fixed assets consisted of the following: Fire Rescue Mold 12' $ 7,761 Fire Rescue Mold 15' 66,778 Fire Rescue Mold 21' 268,535 Office Equipment 20,740 Tools 12,249 ------- Total 376,063 Depreciation (71,572) ------- Net Fixed Assets $ 304,491 ======== NOTE 5. LINE OF CREDIT At July 31, 2008, the Company has credit card totaling $10,000, under which the Company may borrow on an unsecured basis since the year 2005 on an interest rate of 16.99% with a payment due date on the 18th of every month. The outstanding balance for this credit card was $5,125. At July 31, 2008, Medina Marine, Inc. has a credit card from Wells Fargo Bank totaling $7,500, under which Medina Marine, Inc. may borrow on an unsecured basis since the year 2006 on an interest rate of 16.24% with a payment due date on the 11th of every month. The outstanding balance for this credit card was $155. F-10 NOTE 6. NOTE PAYABLE At July 31, 2008, 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. SHAREHOLDERS' LOANS At July 31, 2008, Shareholders' loans consisted of the following: Daniel Medina, President & Director $102,477 Madhava Rao Mankal, Chief Financial Officer & Director $232,069 ------- Total $334,546 ======= Shareholder's loan from shareholder of the Company, unsecured, 8.5% interest per annum, due on demand. NOTE 8. STOCKHOLDERS' EQUITY : There was no common stock issued during the three months ended July 31, 2008. NOTE 10. COMMITMENTS Rental Leases The Company rents an 11,000 square-foot manufacturing facility for $3,000 per month on a month-to-month basis at 255 S. Leland Norton Way, San Bernardino, CA 92408. 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. 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. F-11 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. 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-12 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. 1 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 which is expected within 120 days of this agreement. 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. 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. 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: 2 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). The Company engages five full time employees. Our President and Chief Financial Officer have been engaged on full time to work with Modena Sports 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 until such time as we successfully implement our business plan of producing and marketing our laser stripping machine and/or acquiring other assets or equipment. We presently have no liquid financial resources to offer such a candidate and must rely upon an exchange of our stock to complete such a merger or acquisition. RESULTS OF OPERATION Results Of Operations For The Three-Month Period Ended July 31, 2008 Compared To The Same Period Ended July 31, 2007 The Company did not recognize any revenues during the three months ended July 31, 2008. The Company did recognize $192,800 in revenues during the three months ended July 31, 2007. 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 July 31, 2008, operating expenses were $27,456 compared to $741,798 in the three months ended July 31, 2007. The $714,342 decrease was due to a decrease in stock compensation of $665,001, professional fees of $11,196 and consulting expenses of $26,509. Interest expense for the three months ended July 31, 2008 and 2007 were $9,255 and $7,771, respectively. During the three months ended July 31, 2008, the Company recognized a net loss of $36,621 compared to a net loss of $643,763 during the three months ended July 31, 2007. The decrease of $607,142 was due mostly to the decrease in stock compensation, professional fees, and consulting expenses, as discussed above. LIQUIDITY AND CAPITAL RESOURCES At July 31, 2008, we had $542 in cash, $376,063 in fixed assets. 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. 3 During the three months ended July 31, 2008, the Company received $3,095 from its operating activities. The Company had $542 in cash at July 31, 2008. The Company did not receive any funds through either financing or investing activities during the three months ended July 31, 2008. At July 31, 2008, the Company had a working capital deficit of $575,804. During the three months ended July 31, 2007, the Company received $64,471 from its operating activities. The Company used $55,266 in its investing activities to purchase fixed assets during the three months ended July 31, 2007. During the three months ended July 31, 2007, the Company used $14,341 in its financing activities. During the three months ended July 31, 2008, the Company made a payment of $27,901 on promissory notes owed to officers and directors of the Company. During the three months ended July 31, 2008, the Company received $37,325 in funds in the form of an 8.5% promissory note from a third party. The promissory note is unsecured and has a due date of three months from the date of receipt. During the three months ended July 31, 2008, the Company made payments totaling $11,876 on outstanding lines of credit. Currently, the Company's securities are not liquid. There are no market makers in our securities and it is not anticipated that any market will develop for our securities until such time as we successfully implement our business plan of producing and marketing our laser stripping machine and/or acquiring other assets or equipment. We presently have no liquid financial resources to offer such a candidate and must rely upon an exchange of our stock to complete such a merger or acquisition. 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. 4 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. 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 June 30, 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. 5 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 July 31, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS - NONE ITEM 2. CHANGES IN SECURITIES - NONE ITEM 3. DEFAULTS UPON SENIOR SECURITIES - NONE ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE ITEM 5. OTHER INFORMATION - NONE 6 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 7 SIGNATURES Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MEDINA INTERNATIONAL HOLDINGS, INC. (Registrant) Dated: September 15, 2008 By: /s/ Daniel Medina --------------------------------- Daniel Medina, President Dated: September 15, 2008 By: /s/ Madhava Rao Mankal --------------------------------- Madhava Rao Mankal, Chief Financial Officer 8 EX-31.1 2 ex31dm.txt EXHIBIT 31.1 CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Daniel Medina, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Medina International Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrants's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 4th quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and Date: September 15, 2008 By: /s/ Daniel Medina --------------------------- Daniel Medina President and Chief Executive Officer EX-31.2 3 ex31rm.txt EXHIBIT 31.1 CERTIFICATION PURSUANT TO 18 U.S.C. ss. 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Madhava Rao Mankal, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Medina International Holdings, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrants's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's 4th quarter in the case of an quarterly report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and Date: September 15, 2008 By: /s/ Madhava Rao Mankal --------------------------- Madhava Rao Mankal Chief Financial Officer EX-32.1 4 ex32dm.txt EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Medina International Holdings, Inc. (the "Company") on Form 10-QSB for the period ending July 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Daniel Medina, President of the company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief. (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Daniel Medina -------------------------------- Daniel Medina, President Date:September 15, 2008 EX-32.2 5 ex32rm.txt EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Medina International Holdings, Inc. (the "Company") on Form 10-QSB for the period ending July 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"). I, Rao Mankal, President of the company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief. (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Rao Mankal -------------------------------- Rao Mankal, CFO Date: September 15, 2008, 2008 -----END PRIVACY-ENHANCED MESSAGE-----