UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~November~~February 85, ~~2018~~2019

MEDICAL INNOVATION HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Colorado	000-27211	84-1469319
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

5805 State Bridge Road, Suite G-328, Duluth, GA 30097

(Address of Principal Executive Offices)

(866) 883-3793

(Registrant's Telephone Number, Including Area Code)

_______________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

SECTION 15 – ~~REGISTRANT’S~~CORPORATE ~~BUSINESS~~GOVERNANCE AND ~~OPERATIONS~~MANAGEMENT

Item 15.0102 –Departure ~~Entry~~of ~~into~~Directors aor ~~Material~~Certain ~~Definitive~~Officers; ~~Agreement~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Settlement~~On February ~~Agreement~~5, 2019, Bart Siegel resigned as a member of the Board of Directors of our Company due to health reasons. Concurrently, the Board authorized and ~~Release~~accepted the appointment of Raymond Demotte and Redgie Green to the Board of Directors. Mr. Demotte was also appointed Chief Financial Officer effective immediately.

~~On November~~Biographical 8,information ~~2018,~~regarding a Settlement Agreement and Release (“Settlement Agreement”) was entered into by and between Medical Innovation Holdings, Inc. f/k/a Medina International Holdings, Inc. (“Company”) and Madhava Rao Mankal, Daniel Medina and Harbor Guard Boats, Inc. (“collectively the ~~“Second~~new ~~Parties”).~~appointments ~~Certain~~are ~~administrative~~as ~~issues were not resolved until on or about November 27, 2018.~~follows:

~~The~~RAYMOND ~~Agreement provides that Second Parties shall repossess and retain the 30 Shares of Series A Preferred Stock which were the subject of the April 29~~DeMOTTE, ~~2016~~Chief ~~Share~~Financial ~~Purchase~~Officer ~~Agreement which was alleged to be breached by the purchasers (collectively) due to their failure to pay certain WGCH LLC bills which resulted in a judgment against the Second Parties~~ and the Company. The Agreement further provides for the issuance of 20 additional Series A Preferred Shares to the second parties, in consideration for the common shares which were returned to treasury by the second parties, due to the inducements in the Share Purchase Agreement referenced above, which inducements were never performed under the Share Purchase Agreement. Due to administrative delays, the stock was not issued until December 21, 2018.Director

~~The~~Mr. ~~Settlement~~DeMotte ~~Agreement~~served as Chief Executive Officer, ~~when~~President ~~performed~~and ~~under~~as a member of the ~~full~~board ~~terms~~of directors for South American Gold from September 3, 2010 until February 14, 2012. Mr. DeMotte served as Vice President of Business Development and ~~covenants~~as ~~thereof~~a director of Boulder Hill Mines, ~~compromises~~Inc., ~~settles~~a private mineral exploration company based in Idaho, and ~~otherwise~~previously ~~resolves~~was ~~all~~President and a director of Castle Creek ~~claims~~Silver, asInc., a private mineral exploration company based in Idaho from June 2008 to ~~any~~February ~~unresolved~~2014. Mr. ~~issues~~Demote ~~between~~served ~~Second~~as President ~~Parties~~and CEO of Sterling Mining Company from November 1998 to May 2008 and ~~the~~as a director of Sterling Mining Company from November 2008 to February 2009. Mr. DeMotte also served as a director and ~~Medhold~~served ~~Joint~~on ~~Venture~~the (audit committee for Silverfield Resources, Inc. and ~~its~~Wescan ~~principals)~~Uranium, Inc.Mr De Motte from 2016 has taught classes at the university level in ~~their~~History and Business.Mr. DeMotte ~~undertakings~~holds a Bachelor of Science in International Business Administration from the ~~Share~~American ~~Acquisition~~College of Switzerland. a Master of Business Administration from Golden Gate University in San Francisco, California, and ~~Purchase~~a ~~Agreement~~Master ~~dated~~of ~~April~~Arts 29in Classical History from the American Public University, ~~2016~~Charles Town, West Virginia. Mr. DeMotte is a member of the Society for the Promotion of Roman Studies and the Northumbrian Language Society.

~~A copy~~We ofbelieve that Mr. DeMotte’s extensive business expertise, his experience in the ~~Settlement~~mining ~~Agreement~~industry and ~~Release~~international isbusiness and ~~attached~~his ~~hereto~~roles as ~~Exhibit~~President 10and Chief Executive Officer gives him the qualifications and skills to serve as an officer and Director.1.

~~Assumption~~REDGIE ~~Agreement~~GREEN, Director

~~Pursuant~~Mr. toGreen ~~the~~was ~~Settlement~~a ~~Agreement~~director and ~~Release~~officer ~~referenced~~of inFuquan ~~the~~Financial ~~paragraphs~~Co ~~above~~(fka Southwestern Water Exploration, anInc.) ~~Assumption~~February ~~Agreement~~2017 ~~(“Assumption~~through ~~Agreement’)~~March 7, 2018. Mr. Green was ~~entered~~a ~~into~~director byof Golden Dragon Holding Corp. from 2006 to 2014. Mr. Green has served as the President and ~~between~~Chief ~~Medical~~Executive ~~Innovation~~Officer (until 2014) and a Director of Legacy Technology Holdings, Inc. ~~(“MIHI”)~~since October 2010 and ~~Daniel~~as ~~Medina~~a Director of Momentum BioFuels, ~~Harbor~~Inc. ~~Guard~~since ~~Boats~~May 2012. Mr. Green was co-owner and operator of Green's B&R Enterprises, a wholesale donut baker from 1983 to 1990. He has been an active investor in small capital and high-tech adventures since 1987. Mr. Green has been a director of IntreOrg Systems, Inc. from March 2008 until October 2017 and International Paintball, Inc. from 2008 to 2012. Mr. Green received a B.S. in Business Administration from the University of Colorado. He was CEO and ~~Rao~~director ~~Mankal~~of Capital Franchising Inc. from 2012 to 2014 and then again he was an officer and director from 2014 to 2015 (as “~~Second~~Jubilee ~~Parties~~4Gold, Inc.”). He was the President and director of Strategic Pharma Information Sciences, Inc. from May 2017 to January 2018.

The Assumption Agreement supplements the Settlement Agreement as to the claims and potential claims between the parties relating to WGCH, LLC judgment debt arising from or relating to the Share Purchase Agreement dated April 29, 2016. In order to induce Second Parties to accept the Settlement Agreement mentioned above, MIHI has agreed to indemnify Second Parties for 100% of the outstanding judgment of WGCH, LLC against Second Parties, including legal fees and costs and Second Parties, as consideration, have been induced to agree and have agreed to entered into a concurrent Settlement Agreement.SIGNATURES

~~A copy~~Pursuant to the requirements of the ~~Assumption~~Securities ~~Agreement~~Exchange isAct ~~attached~~of ~~hereto~~1934, asthe ~~Exhibit~~registrant 10has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.2.

~~As a~~Medical ~~result~~Innovation ~~of the Settlement Agreement and Release discussed above~~Holdings, the Company agreed to enter into a Plan and Agreement for Reorganization which will result in a change in the ownership structure to the Company whereby at least two new businesses will be brought into the CompanyInc. The Company will contribute one business each to two new subsidiaries, which, as soon as possible, the Company shall cause to be spun off, approved and implemented within 60 days, such spin off to be completed within 120 days from November 8, 2018 (unless extended automatically due to regulatory delays), in which the first spin off subsidiary (Sub “A”) shall assume and agree to pay the convertible debt of Seshadri in the amount of approximately $100,000 with accrued interest. When the first subsidiary, Sub A, is legally spun off with all regulatory approvals for trading, Second Parties agree that they shall transfer the 50 shares of the Series A Preferred Stock of the Company to the Company by Stock Powers duly executed. The Plan and Agreement for Reorganization has not been completed and is subject to negotiations at the date hereof

The Company also agreed that under the Plan and Agreement for Reorganization referenced above, the Company shall cause to be spun off a second subsidiary (Sub “B”) for the second business contributed by the Second Parties approved and implemented within 60 days, such spin off to be completed within 120 days from November 8, 2018By:

1/s/ Arturo Sanchez

(unless extended automatically due to regulatory delays), which subsidiary shall assume and agree to pay the debt to Syndicated Equity, Inc. in the approximate amount of $325,000, and the unpaid accrued legal fees to date of approximately $82,000.____________________

~~SECTION~~Arturo ~~3 – SECURITIES AND TRADING MARKETS~~Sanchez

~~Item 3.02 Unregistered Sales of Equity Securities~~Title: CEO

~~Per~~Date: ~~the~~February ~~Settlement Agreement and Release reported in Item 1.01 above~~19, the Company approved the issuance of 20 shares of Series “A” Convertible Preferred Stock (Super Majority Voting) to Second Parties designee. Due to administrative delays, the stock was not issued until December 21, 2018.2019

The Company relied on the exemption from registration provided under Section 4(a)5 as the transactions did not involve any public offering of securities, therefore being exempt from Registration under the Securities Act of 1933.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01 Changes in Control of Registrant

As a result of the Settlement Agreement, the Second Parties, Daniel Medina and Madhava Rao Mankal, now own 50 shares of Series A Preferred Stock of the Company, for which the Designation of Rights and Privileges provides that each share of Series A Preferred stock votes the equivalent of 1% of the fully diluted common stock, effectively bestowing voting control – 51% - of the common stock of the Company Registrant) to the Second Parties, which when combined with the small amount of shares of common stock owned by the second parties, gives them voting control of the Company.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following is a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

Exhibit No.		Description
10.1		Settlement Agreement and Release dated November 8, 2018
10.2		Assumption Agreement dated November 8, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Medical Innovation Holdings, Inc.

By:

_/s/ Arturo Sanchez___________________

Arturo Sanchez

Title: CEO

Date: December 24, 2018

Filing Compare · MEDICAL INNOVATION HOLDINGS, INC.