SECURITIES
AND EXCHANGE COMMISSION





Washington, D.C. 20549


FORM 10-K





x  ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the Fiscal Year Ended December 31, 2009o  TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
File Number 000-30013


MEZABAY
INTERNATIONAL, INC.


(FORMERLY, CARDTREND
INTERNATIONAL INC.)


(Exact
name of registrant as specified in its charter)





Nevada
            
            98-0204780(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)800
      5thAvenue, Suite 4100, Seattle, WA
              (Address of
      principal executive offices)
            
            98014
              (Zip
      Code)





(206)
447-1379


(Registrant’s
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Act: NONE





Securities
registered pursuant to Section 12(g) of the Act:





Title of each
      class:
            
            Name
      of each exchange on which registered:Common
      Stock, $.001 par value
            
            Over-the-Counter
      Bulletin Board





Indicate
by check mark if a registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act.    Yes  o
  No  x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act.    Yes  o
  No  x





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 preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past
90 days.    Yes  x    No  o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this
Form 10-K.    o





Indicate
by check mark whether the registrant is a large accelerated filer, 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. (Check
one):





Large
      Accelerated Filer  o
            
            Accelerated
      Filer  oNon-accelerated
      Filer   o
              (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 Act).    Yes  o
  No  x





As of
March 15, 2010, 1,370,714,204 shares of the registrant’s common stock were held
by non-affiliates. The aggregate market value as of that date, based on the
$0.025 closing stock price as of March 15, 2010, was $34,267,855.





As of
March 15, 2010, the registrant had 1,478,815,204 shares of Common Stock
outstanding





DOCUMENTS
INCORPORATED BY REFERENCE


Location
      in Form 10-K
            
            Incorporated
      DocumentItem
      15. Exhibits And Financial Statements Schedules
            
            See
      Exhibit Index






































MEZABAY
INTERNATIONAL INC.





Table
of Contents








PART
      IITEM 1.    BUSINESS
            3ITEM 1A. RISK FACTORS
            4ITEM 1B.  UNRESOLVED STAFF
COMMENTS
            5ITEM 2.  DESCRIPTION OF
      PROPERTY
            5ITEM 3.  LEGAL
      PROCEEDINGS
            5ITEM 4.   SUBMISSION OF MATTERS TO
      A VOTE OF SECURITY HOLDERS
            5PART
      IIITEM 5.    MARKET FOR REGISTRANT’S COMMON
      EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
      PURCHASES OF EQUITY SECURITIES
            5ITEM 6.  SELECTED FINANCIAL
      DATA
            6ITEM 7.MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS 0F
      OPERATIONS
            6ITEM 7A. QUANTITATIVE AND QUALITATIVE
      DISCLOSURE ABOUT MARKET RISK
            8ITEM 8.    FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
            F-1
      to F-14ITEM 9.   CHANGES IN
      AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            9ITEM 9A.  CONTROLS AND
      PROCEDURES
            9ITEM 9B.   OTHER
    INFORMATION
            9PART
      IIIITEM 10. DIRECTORS, EXECUTIVE
      OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a) OF THE EXCHANGE ACT
            10ITEM 11.  EXECUTIVE
      COMPENSATION
            11ITEM 12. SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
            12ITEM 13.   CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS
            13ITEM 14.PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
            13PART
      IVITEM 15. EXHIBITS AND FINANCIAL
      STATEMENT SCHEDULES
            14SIGNATURES
            15EXHIBITS
            16











2





FORWARD
LOOKING INFORMATION





Our
disclosure contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These include statements about our
expectations, beliefs, intentions or strategies for the future, which we
indicate by words or phrases such as “anticipate”, “expect”, “potential”,
“continue”, “intend,” “plan”, “may”, “will”, “should”, “we believe”, “our
company believes”, “management believes” or other similar expressions or
language. Our forward-looking statements are subject to risks and uncertainties.
You should note that many factors, some of which are described in this Part I or
discussed elsewhere in this document, could affect our company in the future and
could cause our results to differ materially from those expressed in our
forward-looking statements, including those matters discussed under the heading
“Risk Factors” below. Our actual results may differ materially from results
anticipated in these forward-looking statements. We base the forward-looking
statements on information currently available to us, and we assume no obligation
to update or revise them, whether as a result of new information, future events
or otherwise. In addition, our historical financial performance is not
necessarily indicative of the results that may be expected in the future and we
believe that such comparisons cannot be relied upon as indicators of future
performance.





As used
in this Annual Report on form 10-K, “Company,” “us,” “we,” “our” or
any similar term means Mezabay International Inc. a Nevada
corporation.





PART
I





ITEM 1.  BUSINESS





Overview


We
conduct our operations through our wholly owned subsidiary, Gaeawave Sdn Bhd.
 We primarily engage in the e-commerce business including IT consulting,
programming and display advertising services.





Our
History


In August
1999, we, then known as Asia Alliance Ventures, Inc., entered into a joint
venture agreement with Shandong Hengtong Chemical Industrial Company, Ltd.
(“Shandong Industrial”), a large, established company in Linyi City, partially
owned by the People’s Republic of China (“China” or “PRC”) and located in the
southeast of Shandong Province. Together with Shandong Industrial, we formed
Shandong Hengtong Development Chemical Co. Ltd (“Shandong Development”) as our
joint venture enterprise. The purpose of the joint venture was to acquire
and run the nitrogen fertilizer plant of Shandong Industrial, to expand the
fertilizer operations by adding power generation plants and to acquire other
fertilizer plants. From 1999 to mid 2003, our former management attempted
unsuccessfully to raise $13 million, which was to be our contribution to the
joint venture.





In August
2003, we terminated the joint venture with Shandong Industrial and sought to
acquire a new business. We acquired WelWay Development Limited, a corporation
organized under the laws of Hong Kong SAR, China, in consideration of 6,500,000
restricted shares of our common stock. WelWay was developing a business to
provide credit card clearing services for merchants in China and throughout
Asia, as well as providing third party credit card clearing services to
financial institutions and oil companies in China.





In
November 2003, we changed our name to Asia Payment Systems, Inc. In February
2004, we completed the acquisition of WelWay. The management and assets of
WelWay were transferred to us, and we ceased to use the name WelWay Development.
Subsequently, our common stock began trading on the Over-The-Counter Bulletin
Board under the symbol “APYM.OB” in March 2004.





In
September 2004, we completed the development of our credit card transaction
processing systems (“ApayCard”) integrating with Triversity retail POS system.
In December 2004, we commenced providing our third party credit card transaction
processing services to a duty free retailer in Okinawa, Japan, DFS Okinawa KK,
using ApayCard system, generating our maiden revenue. This marked the beginning
of our business in the payments industry in Asia.





In
October 2005, we established a wholly owned subsidiary in Shanghai, China, known
as Asia Payment Systems (China) Co. Ltd. (“APS China”), to facilitate the
development of our intended business in China.





In
October 2006, we acquired, in consideration of 25 million restricted shares of
our common stock, Cardtrend Systems Sdn. Bhd. (“Cardtrend Systems”), a company
incorporated in Malaysia which has developed card processing systems selling to
operators of credit cards, prepaid cards, debit cards, loyalty cards and airtime
reloads. Its customers are multinational companies in Asia like Shell and other
national and regional oil companies, banks and telecommunication services
companies. It has been awarded the Multimedia Super Corridor (MSC) status by the
Government of Malaysia and enjoys tax-free benefit.





In
December 2006, we acquired, in consideration of 17.5 million restricted shares
of our common stock, Interpay International Group Ltd. (“IIG”), a holding
company of various companies in Asia involving in the payment cards (credit
cards and prepaid cards) and loyalty cards (discount cards, bonus reward cards
and rebate cards) industries. It has a joint venture credit card company, a
loyalty card company and a prepaid card distribution company in
Malaysia.





In July
2007, in order to reflect the expanded business scope of the Company, we changed
our name to Cardtrend International Inc., and our stock is now traded under the
symbol “CDTR.”.





In
November 2007, through our wholly owned subsidiary in Shanghai, China, we
acquired, in consideration of CNY 1,500,000 (approximately $198,176, at the then
exchange rate) the operating assets of Global Uplink Communications Ltd., a
business process outsourcing company in Guangzhou, Guangdong Province, China. At
the same time we recruited four executives and about 110 staff and began to
generate revenues in China. At about the same time, we acquired Global
Uplink Ltd., the marketing company in Hong Kong associated with Global
Uplink Communication Ltd. for a cash consideration of HK$500,000 (approximately
$64,610 at the then exchange rate).





On
September 14, 2009, the directors of the Company approved the re-structuring of
the Company’s subsidiaries as follows:





(i)
            The
      100% share equity in Payment Business Solution Sdn. Bhd., a wholly owned
      subsidiary of Interpay International Group Ltd., be transferred from
      Interpay International Group Ltd., to the Company with immediate effect
      (Note: Interpay International Group Ltd. is a wholly owned subsidiary of
      the Company and the holding company of several companies in BVI and
      Malaysia);(ii)
            The
      100% share equity in Asia Payment Systems (Hong Kong) Ltd., Asia Payment
      Systems (China) Co. Ltd., Interpay International Group Ltd., and Cardtrend
      Systems Sdn. Bhd., Global Uplink Inc., and Cardtrend Inc., all of which
      are wholly owned subsidiaries of the Company, be transferred from the
      Company to Payment Business Solutions Sdn. Bhd. with immediate effect;
      and(iii)
            The
      business segments of the Company be re-organized as (1) E-commerce and
      M-Commerce Group (“EMCG”) under Gaeawave Sdn. Bhd. and (2) Payment and
      Loyalty Group under Payment Business Solutions Sdn. Bhd., with effect from
      the date of the Closing of the Share Exchange Agreement for the
      acquisition of 100% equity of Gaeawave Sdn. Bhd. (see below).





3


On
September 23, 2009, the Company completed the acquisition of 100% equity of
Gaeawave Sdn. Bhd. (“Gaeawave”), a company incorporated in Malaysia involving in
the e-commerce business including IT consulting, programming and display
advertising services, for the issuance by the Company to the previous
shareholders of Gaeawave 10 million shares of the Company’s Series D Preferred
Stock, 5 million of which would be convertible into 500 million shares of the
Company’s common stock within 7 days from the date of issuance of such shares of
preferred stock and 5 million of which would be convertible to 500 million
shares of the Company’s common stock within 5 business days from the date the
Company effectively amend its Article of Incorporation for the increase in its
authorized number of shares of the Company Common Stock to minimum of three
billion (3,000,000,000) shares or more.  On September 30, 2009, the
Company approved the conversion of 5 million of the said shares of the Company’s
Series D Preferred Stock into 500 million shares of the Company’s common stock
and had subsequently issued 250 million of shares of common stock to Tey Yong
Qing and 250 million shares of common stock to Chai Kok Wai. As at the date of
this report, there are still outstanding 5 million shares of the Company’s
Series D Preferred Stock issued to Tey Yong Qing  and Chai Kok Wai,
each of them holding 2.5 million shares of preferred stock.





On
September 24, 2009, the directors of the Company approved the disposal of
Payment Business Solutions Sdn. Bhd. (“PBS”) as an independent company in
Malaysia. Mezabay will distribute 100% of the PBS shares to Mezabay’s
shareholders. Mezabay's shareholders will receive, on a pro rata basis, one (1)
share of PBS common stock of par value of Malaysia Ten Sen (RM0.10) per share
(equivalent to approximately US$0.028 per share) for every eighty (80) shares of
Mezabay’s Common Stock and one point two five (1.25) shares of PBS common stock
of par value of Malaysia Ten Sen (RM0.10) for every one (1) share of Mezabay’s
Series D Preferred Stock, held on September 30, 2009 (“Record Date”), and with
one share of PBS’s common stock for any fractional share of PBS’s common stock
that any shareholder may be entitled to for the distribution. The distribution
of the certificates for PBS shares is expected to be completed on or about
November 30, 2009, subject to the approvals of the relevant regulatory
authorities in Malaysia. There will be about 974.36 million shares of common
stock and 10 million shares of Series D Preferred Stock issued and outstanding
as at the Record Date, and hence about 24.68 million shares of PBS will be
distributed. In November 2009, Tey Yong Qing and Chai Kok Wai , each holding 5
million shares of Mezabay’s Series D Preferred Stock as at the Record Date, had
voluntarily forgone their entitlements of the PBS shares and hence, only 12.1795
million PBS shares would be distributed.





The
rationales for the disposal of PBS are based on the belief that by enabling it
to operate as an independent company will permit PBS to (i) concentrate its
management efforts to take better advantage of the market opportunities in
payment cards and loyalty cards related services in Asia, and (ii) to tap new
equity in Asia for the expansion of its businesses in Asia and (iii) to give
better returns to Mezabay’s shareholders who will become shareholders of PBS
after the distribution.





PBS,
after the disposal, will become an independent public limited company (not
listed in any stock exchange). After the disposal, Mezabay will have no
ownership stake in PBS and will continue to operate the E-commerce and
M-Commerce Group (“EMCG”) under its wholly owned subsidiary in Malaysia,
Gaeawave. PBS, on the other hand, will continue to operate its payment and
loyalty businesses through its various subsidiaries under a management team
independent of the Company.





With the
disposal of PBS and new acquisition of Gaeawave, the primary business of the
Company has now changed to E-commerce, including IT consulting, outsourcing,
programming and display advertising services.





ITEM 1A.  RISK FACTORS





Risks
Related To Our Business:


1.   Our
results of operations are subject to significant foreign economic and political
risks.


Our
operations are currently established in Malaysia. Our revenues are derived from
the provision of Internet based services to existing and potential customers.
Accordingly, our business, financial condition and results of operations may be
influenced by the political, economic and legal environments in Asian
countries.





2.   We
are substantially dependent upon the continued service of our senior management
staff and key technical and managerial personnel.


Our
success has been and will continue to be dependent on the services of our
current senior management staff and key technical and managerial personnel who
are in great demand in the payments and loyalty industries in Asia. Although we
have entered into 3-year contracts with the senior management staff, we are,
however, still facing with the risk that we may not be able to fully compensate
them with cash–based salaries and thereby not able to retain such employees, and
our failure to do so could adversely affect our business.





3.
 We may be required to indemnify our officers and directors for liability
to shareholders or the public.


Our
articles of incorporation and bylaws provide that we will indemnify any
director, officer, agent and/or employee for liabilities on the terms and
conditions permitted by the corporate laws of the State of Nevada. We may
purchase and maintain insurance on behalf of any such persons whether or not we
would have the power to indemnify such person against the liability insured.
This could result in substantial expenditures by us and prevent our recovery
from such officers, directors, agents and employees for losses incurred by us as
a result of their actions. We have been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is,
therefore, unenforceable.





4.
 We may be subjected to Other Regulations.


Any
acquisition made by us may be of a business that is subject to regulation or
licensing by federal, state, or local authorities. Foreign companies may also be
considered, and be subject to similar business regulations as are applicable in
the United States and also may be subject to limitations on ownership by foreign
persons and entities. Compliance with such regulations and licensing can be
expected to be a time-consuming, expensive process and may limit our other
expansion opportunities. We are pursuing and intend to continue to pursue
potential business opportunities in foreign countries, including China, and as
such, such opportunities will be subject to foreign country laws and regulations
affecting foreign investment, business operations, currency exchange,
repatriation of profits, and taxation, which will increase the risk of your
investment.





Risks
Related To Our Common Stock:


1.  We
do not plan to pay dividends and shareholders may not receive any return on
their investment.


We do not
plan to pay dividends, cash or otherwise, on our common stock in the foreseeable
future. Future dividends will depend on earnings, if any, our financial
requirements and other factors beyond our control.





2.   The
market price for shares of our common stock could be volatile and you may be
unable to resell your shares in the market.


The
market price for the shares of our common stock may fluctuate in response to a
number of factors, many of which are beyond our control. Such factors may
include, without limitation, the general economic and monetary environment and
the open-market trading of our shares in particular. Such market trading may
include speculative short-selling by speculators. Investors may be unable to
resell their shares in the market due to variations in trading volume or
other market conditions.





3.   Possible
Rule 144 Sales.


Although
most of our issued and outstanding shares of our common stock as at March 31,
2010 (totaling 1,478,815,204) are "restricted securities" within the meaning
under the Securities Act 1933, as amended (the "Act"), most of these shares
shall have piggy-back registration rights or the restriction period has lapsed.
These stockholders may be able to sell their shares pursuant to an effective
registration statement. A sale under Rule 144 or under any other exemption from
the Act, if available, or pursuant to subsequent registrations of our shares,
may have a depressive effect upon the price of our shares in any market
that may develop.





4


ITEM 1B.   UNRESOLVED STAFF COMMENT





None.





ITEM 2.    DESCRIPTION OF
PROPERTY





We do not
own any real estate.





ITEM 3.   LEGAL PROCEEDINGS





We are
not a party to any legal proceedings that could cause a material adverse impact
on our business, assets or results of operations.





ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS





On
January 15, 2009, the Company obtained the votes of 73.42 %, forming a majority,
of the shareholders of all classes of the Company’s common stock in favor of
increasing the authorized number of shares of its common stock from 250,000,000
to 500,000,000. The change was effective January 30, 2009.





On April
28, 2009, the Company filed Form PRE14A for a Special Meeting of the Company’s
shareholders to be held on June 11, 2009 to vote for (i) the increase of the
authorized shares of the Company’s common stock from 500,000,000 to
1,500,000,000, and (ii) the change of name of the Company from Cardtrend
International Inc. to Mezabay International Inc.





On May
11, 2009 and May 13, 2009, the Company filed Form DEF14A and DEFR14A,
respectively, for the Special Meeting of the Company’s shareholders as mentioned
above.





On June
12, 2009, the Company obtained (i) the votes of 74.26 %, forming a majority, of
the shareholders of all classes of the Company’s common stock in favor of
increasing the authorized number of shares of its common stock from 500,000,000
to 1,500,000,000, and (ii) the votes of 77.14%, forming a majority, of the
shareholders of all classes of the Company’s common stock in favor of the name
of the Company from Cardtrend International Inc. to Mezabay International Inc.
These changes were effective June 18, 2009. On September 10, 2009, the Company’s
stock symbol was changed to ‘MZBY’.





PART
II





ITEM 5.   MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES





Our
securities commenced trading in February 2004 on the OTC Bulletin Board under
the symbol “APYM”. On August 16, 2007, due to the change of our name from Asia
Payment Systems, Inc. to Cardtrend International Inc., the symbol was changed to
“CDTR”.  On June 18, 2009, the Company changed name to Mezabay
International Inc. and the symbol was changed to ‘MZBY’





The
following table sets forth the closing high and low bid prices of the common
stock for each quarter within the last two years, from January 2008 through
December 2009. The quotations reflect inter-dealer prices and do not represent
retail mark-ups, markdowns, commissions, and may not reflect actual
transactions.





Our
common stock is traded on the OTC Bulletin Board under the symbol
"MZBY".  The following table sets forth the range of high and low
prices per share of our common stock for each period indicated.





2008(1)
            
            
            2009(2)High
            
            
            Low
            
            
            High
            
            
            LowFirst
      quarter
            
            $
            0.075
            
            
            $
            0.040
            
            
            $
            0.006
            
            
            $
            0.0007Second
      quarter
            
            $
            0.045
            
            
            $
            0.015
            
            
            $
            0.015
            
            
            $
            0.001Third
      quarter
            
            $
            0.020
            
            
            $
            0.005
            
            
            $
            0.009
            
            
            $
            0.002Fourth
      quarter
            
            $
            0.014
            
            
            $
            0.001
            
            
            $
            0.01
            
            
            $
            0.002





(1) For
fiscal year 01/01/2008 – 12/31/2008





(2) For
fiscal year 01/01/2009 – 12/31/2009





Emerging
companies and the stock market generally have experienced significant price and
volume fluctuations. Similarly, the market price of our common shares may
fluctuate related to a number of events and reasons, often not related to or
consistent with operating performance.





ITEM 6.   SELECTED FINANCIAL DATA





We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.





ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS





The
information contained herein also reflects a prospective plan of future
operation. There are no assurances as to when, if ever, the Company will have
the funds to implement this plan of operations. The following discussion
and analysis of the Company’s financial condition and results of operations
should be read in conjunction with the accompanying consolidated financial
statements and related notes included in this annual report.





5


Business
Review





Upon
completion of reverse-merger between Gaeawave Sdn Bhd with Payment Business
Solutions and the disposal of Payment Business Solutions and its subsidiaries,
the company now provides Information Technology Services Business to include
Software Programming Outsourcing (“SPO”), Information Technology Consulting
Services, Electronic Commerce services and Social Network Services. In addition,
our sources of revenues for the Software and IT Businesses are derived from
Malaysia.





Company’s
Outlook





The
demands for social network and e-commerce trend with related products and
services by both the consumers and corporations still remain strong and growing
in Asia, particularly in China Market. The Company’s new management team,
comprising newly appointed CEO, COO and CFO, have upon completion of the
reverse-merger, been implementing the New Strategy with a set of new action
plans to achieve the vision and objectives of the Company.





The
organizational structure has been solidified with increased staff strength and
business network affiliates in regions of Asia Pacific which includes China,
Hong Kong, Malaysia, Thailand, Brunei, Indonesia, Taiwan and Singapore. In view
of the current global market and financial uptrend, the Company is confident and
expects to raise further funds needed for the management to continue
implementing the New Strategy and plans to continue its momentum in increasing
its revenues from all of its Business Units in 2010. Therefore, the Company will
restructure its subsidiaries and curtail its expenses in all areas to avoid the
need of external funds.





Critical
Accounting Policies


In
preparing the Company’s financial statements, we make estimates, assumptions and
judgments that can have a significant effect on the Company’s revenues, income
or loss from operations, and net income or net loss, as well as on the value of
certain assets on the Company’s balance sheet. We believe that there are several
accounting policies that are critical to an understanding of the Company’s
historical and future performance as these policies affect the reported amounts
of revenues, expenses, and significant estimates and judgments applied by
management. While there are a number of accounting policies, methods and
estimates affecting the Company’s financial statements, the following policies
are considered critical. In addition, you should refer to the Notes to the
accompanying consolidated financial statements for further discussion of the
Company’s accounting policies.





1.
            Business
      Combinations2.
            Stock-based
      Compensation3.
            Revenue
      Recognition4.
            Intangible
      assets5.
            Impairment
      of long-lived assets


1.   Business
Combinations


The
Financial Accounting Standards Board (FASB)issued Accounting
Standards Codification (“ASC”) 805, “Business Combinations”,
which established accounting and reporting standards for business combinations
and requires that all business combinations be accounted for by the purchase
method. Under the purchase method of accounting, the cost, including transaction
costs, is allocated to the underlying net assets, based on their respective
estimated fair values. The excess of the purchase price over the estimated fair
values of the net assets acquired is recorded as goodwill.





The
judgments made in determining the estimated fair values and expected useful
lives assigned to each class of assets and liabilities acquired can
significantly impact net income. For example, different classes of assets will
have useful lives that differ. Consequently, to the extent a longer-lived asset
is ascribed greater value under the purchase method than a shorter-lived asset,
there may be less amortization recorded in a given period.





Determining
the fair value of certain assets and liabilities acquired is subjective in
nature and often involves the use of significant estimates and assumptions. We
use a one-year period following the consummation of acquisitions to finalize
estimates of the fair values of assets and liabilities acquired. Two areas, in
particular, that require significant judgment are estimating the fair values and
related useful lives of identifiable intangible assets. While there are a number
of different methods used in estimating the value of acquired intangibles, there
are two approaches primarily used: the discounted cash flow and market
comparison approaches. Some of the more significant estimates and assumptions
inherent in the two approaches include: projected future cash flows (including
timing); discount rate reflecting the risk inherent in the future cash flows;
perpetual growth rate; determination of appropriate market comparables; and the
determination of whether a premium or a discount should be applied to
comparables. Most of the foregoing assumptions are made based on available
historical information.





2.   Stock-based
Compensation


We adopt
ASC Topic 718, "Stock
Compensation", ("ASC Topic 718") using the fair value method. Under ASC
Topic 718, the stock-based compensation is measured using the Black-Scholes
Option-Pricing model on the date of grant.





For
non-employee stock-based compensation, we adopt ASC Topic 505-50, “Equity-Based Payments to
Non-Employees” and stock-based compensation related to non-employees is
accounted for based on the fair value of the related stock or options or the
fair value of the services on the grant date, whichever is more readily
determinable in accordance with ASC Topic 718.





3.   Revenue
Recognition


In
accordance with the ASC Topic 605,“Revenue Recognition”, the
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable, and
collectibility is reasonably assured.





The
Company derives its revenue from provision of IT consulting and programming
service based upon the customer’s specifications. The service contracts are
billed either on a fixed-fee basis or on a time-and-material basis. Generally,
the Company recognizes revenue as services are performed and accepted by the
customers.





The
Company also provides display advertising service on its own webpage in a term
of 12 months on a prepaid fixed-rate basis. The Company recognizes its revenues
on a straight-line basis over the service period. Payment received from
customers for display advertising not yet delivered are recorded as deferred
revenues until actual deliveries take place.





4.
            Intangible
      assets





Intangible
assets consist of software applications acquired from a third party at the
purchase costs. Such application software is subject to further modification and
implementation based on the Company’s website development activity. As such, the
Company follows the guidance set forth in ASC Topic 350-40, “ Internal-Use Software ” (“ASC
350-40”), in accounting for the development of its application service.
Additionally, the Company follows the guidance in ASC 350-40 for costs incurred
for computer software developed or obtained for internal use. ASC 350-40
requires companies to capitalize qualifying computer software costs, which are
incurred during the application development stage. Costs related to preliminary
project activities and post-implementation activities are expensed as
incurred.





6


These
software applications are further developed for a brand-new type of social
network called Jompal, blending social networking and e-commerce to advertisers
to deliver advertisement and promotion service to its target audience via mobile
phones and other mobile devices.





5.
            Impairment
      of long-lived assets





In
accordance with the provisions of Accounting ASC Topic 360-10-5, “Impairment or Disposal of Long-Lived
Assets”, all long-lived assets such as plant and equipment and intangible
assets held and used by the Company are reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used is evaluated by
a comparison of the carrying amount of assets to estimated discounted net cash
flows expected to be generated by the assets. If such assets are considered to
be impaired, the impairment to be recognized is measured by the amount by which
the carrying amounts of the assets exceed the fair value of the
assets.








Results
of Operations


Full
Year Ended December 31, 2009 Compared to Full Year Ended December 31,
2008





1.   Revenue and Operating
Expenses


Net
revenue for the Company’s totaled $73,539 for the year ended December 31, 2009
compare to $32,991 in the previous year. An increase of $40,548 or 123%. The
increase of revenue was because of longer operating period of twelve months in
Year 2009 compare to only one month in previous year. The revenue was primarily
contributed by its subsidiary, Gaeawave.





Cost of
sales for the Company’s totaled $34,573 for the year ended December 31, 2009
compare to $22,392 in the previous year. An increase of $12,181 or 54%. The
increase of the cost of sales was because of longer operating period of 12
months in Year 2009 compare to only one month in the previous
year.  The revenue was primarily incurred by Gaewave in the course of
their business operations.





Net
revenue for the Company totaled $38,966 for the year ended December 31, 2009
compare to $10,599 in the previous year. An increase of $28,367 or 268%.
The  Gross Profit Margin was 53% and 32% for Year 2009 and 2008
respectively.  The higher gross profit margin in Year 2009 was because
part of the cost of sales such as sub-contract wages and repair and maintenance
cost were fixed cost and do not increase with higher sales volume.








The
Company incurred total operating expenses of $180,233 for the year ended
December 31,  2009 compare to $2,131 in the previous year. Out of the
total, $4,738, $105,000 and $70,495 were for depreciation of fixed assets, stock
based compensation for consultants and, general and administrative expenses
respectively. The operating expense for last year was $2,131, all of which were
general and administrative expenses. The increase in the operating expenses was
primary attributable to the stock-based compensation for the
consultants.





Net loss
for the year ended December 31, 2009 was $141,267 compare to net gain of $8,645
in the previous year. A decrease of $149,912,653 or 1,734%. Decrease in net loss
was mainly due to the increase in operating expenses.





2.   Liquidity
and Capital Reserve


As of
December 31, 2009, the Company had cash of $835 compare to $42,750 in the
previous year. A decrease of $41,915 or 168% over last year. The decrease of the
cash was due to settlement of creditors during the year.





Net cash
used in operating activities was $7,332 for the year ended December 31, 2009
compare to a generated cash of $41,874 in the previous year. A decrease of
$49,206 or 118% over last year. The increase in cash used in operations was due
to were due to the combine effect of deposit paid and prepayments, increase of
other receivables and offset by the increase of accrued expenses and other
payables.





Net cash
provided by financing activities was $699,324 for the year ended December 31,
2009. All the proceeds was financed by paid up capital. There was no net cash
provided by financing activities reported last year.





As of
December 31, 2009, total current liabilities exceeded total current assets by
$336,059 compare to a net asset surplus of $8,646 in the previous year. A
decrease of $344,705 or 3,987% over last year.





3.   Financial
Condition


As of
December 31, 2009, the Company’s consolidated cash and cash equivalents totaled
$835 which are available to use by the Company to meet their commitments and
on-going requirements. The Company has established a management plan to guide
the Company in curtailing their expenses and generate cash flows from operations
during 2009.





The
accompanying consolidated financial statements have been prepared on the basis
that the Company will continue as a going concern which assumes the realization
of assets and settlement of liabilities in the normal course of business. In
2009, the Company incurred a net loss of $141,267, and a negative cash flow from
operations of $7,332. As of December 31, 2009, the Company had a working capital
deficit of 336,059 (as compared to $347,277 as at December 31, 2008) and an
accumulated deficit of $1,099,351 (as compared to $496,531 as at December 31,
2008). Continuation of the Company's existence is dependent upon its ability to
obtain additional capital and sustain profitable
operations.   The continuation of the Company is dependent upon
the continuing financial support of shareholders and obtaining short-term
financing.





The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





4.   Contractual
Obligations





The
Company’s contractual obligations as required to be disclosed by Item 303(a)(5)
of Regulation S_K are tabulated as follows:





Contractual
      obligations
            Payments
      due by periodTotal
            Less
      than
              1
      year
            1-3
      years
            3-5
      years
            More
      than 5 yearsOperating
      Lease Obligations
            $
            5,824
            $
            5,824
            $
            -
            $
            -
            $
            -Total
            $
            5,824
            $
            5,824
            $
            -
            $
            -
            $
            -








7


5.   Off-Balance Sheet
Arrangements


We have
not entered into any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on the Company’s financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources and would be considered
material to investors.





6.   Inflation


The
effect of inflation on the Company's revenue and operating results was not
significant.








ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK





We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information required under this item.






























8








ITEM8.   FINANCIAL STATEMENTS





Mezabay
      International Inc.(Formerly
      Cardtrend International Inc.)Index
      to Consolidated Financial StatementsPageReport of Independent Registered Public Accounting
      Firm
            F-2Consolidated Balance Sheets
            F-3Consolidated Statements of Operations and Comprehensive
      (Loss) Income
            F-4Consolidated Statements of Changes in
      Stockholders’ (Deficit) Equity
            F-5Consolidated Statements of Cash
    Flows
            F-6Notes to the Consolidated Financial
      Statements
            F-7 – F-14




























F-1
 9




















REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM





The Board
of Directors and stockholders of


Mezabay
International Inc.


(Formerly
Cardtrend International Inc.)





We have
audited the accompanying consolidated balance sheets of Mezabay International
Inc. (formerly Cardtrend International Inc.) and its subsidiary (“the Company”)
as of December 31, 2009 and 2008 and the related consolidated statements of
operations and comprehensive (loss) income, cash flows and changes in
stockholders’ (deficit) equity for the years ended December 31, 2009 and 2008.
The consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits include consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2009 and 2008 and the results of their (loss) income and their cash flows
for the years ended December 31, 2009 and 2008 in conformity with accounting
principles generally accepted in the United States of America.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has incurred substantial losses
and capital deficit, all of which raise substantial doubt about its ability to
continue as a going concern. Management’s plans in regard to these matters are
also described in Note 2. These consolidated financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.




















ZYCPA
Company Limited


Certified
Public Accountants





Hong
Kong, China


April 15,
2010






















F-2
 10





MEZABAY INTERNATIONAL
      INC.(FORMERLY
      CARDTREND INTERNATIONAL INC.)CONSOLIDATED BALANCE SHEETSAS OF DECEMBER 31, 2009 AND
      2008(Currency
      expressed in United States Dollars (“US$”), except for number of
      shares)





December
      31, 2009
            
            December
      31, 2008(Restated)ASSETSCurrent
      assets:Cash
      and cash equivalents
            $
            835
            
            $
            42,750Prepayments,
      deposits and other receivables
            
            19,642
            
            
            -Total
      current assets
            
            20,477
            
            
            42,750Plant
      and equipment, net
            
            27,662
            
            
            -Intangible
      assets
            
            722,180
            
            
            -TOTAL
      ASSETS
            $
            770,319
            
            $
            42,750LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      liabilities:Deferred
      revenue
            $
            5,397
            
            $
            17,679Accrued
      liabilities and other payables
            
            251,139
            
            
            16,425Loan
      payable
            
            100,000
            
            
            -Total
      liabilities
            
            356,536
            
            
            34,104Commitments
      and contingenciesStockholders’
      equity:Preferred
      stock, 10,000,000 authorized preferred shares of $0.001 par
      value,5,000,000
      shares and 10,000,000 shares issued and outstanding as of December 31,
      2009and
      December 31, 2008, respectively
            
            5,000
            
            
            5,000Common
      stock, 1,500,000,000 authorized common shares of $0.001 par
      value,1,478,815,204
      and 500,000,000 share issued and outstanding as of December
      31,2009
      and December 31, 2008, respectively
            
            1,478,815
            
            
            500,000Additional
      paid-in capital
            
            -
            
            
            1Accumulated
      deficits
            
            (1,099,351)
            
            
            (496,532)Accumulated
      other comprehensive income
            
            29,319
            
            
            177Total
      stockholders’ equity
            
            413,783
            
            
            8,646TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY
            $
            770,319
            
            $
            42,750




























See
accompanying notes to consolidated financial statements.





F-3
 11





MEZABAY
INTERNATIONAL INC.


(FORMERLY
CARDTREND INTERNATIONAL INC.)


CONSOLIDATED
STATEMENTS OF


OPERATIONS
AND COMPREHENSIVE (LOSS) INCOME


FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





Years
      ended December 31,2009
            
            
            2008REVENUE,
      NETSales
            $
            73,539
            
            $
            32,991COST
      OF REVENUE
            
            (34,573
            )
            
            (22,392)GROSS
      PROFIT
            
            38,966
            
            
            10,599OPERATING
      EXPENSES:Stock
      based compensation
            
            105,000
            
            
            -Selling,
      general and administrative expenses
            
            75,233
            
            
            2,131Total
      operating expenses
            
            180,233
            
            
            2,131(LOSS)
      INCOME BEFORE INCOME TAX
            
            (141,267
            )
            
            8,468Income
      tax expense
            
            -
            
            
            -NET
      (LOSS) INCOME
            
            (141,267
            )
            
            8,468Other
      comprehensive (loss) income:-
      Foreign currency translation gain
            
            29,142
            
            
            177COMPREHENSIVE
      (LOSS) INCOME
            
            (112,125
            )
            
            8,645Net
      (loss) income per share – basic
            $
            (0.00)
            
            
            0.00Net
      (loss) income per share – diluted
            $
            (0.00)
            
            
            0.00Weighted
      average shares outstanding – basic
            
            635,278,877
            
            
            77,777,778Weighted
      average shares outstanding – diluted
            
            1,135,278,877
            
            
            577,777,778







































































See
accompanying notes to consolidated financial statements.





F-4
 12





MEZABAY
INTERNATIONAL INC.


(FORMERLY
CARDTREND INTERNATIONAL INC.)


CONSOLIDATED
STATEMENTS OFCASH FLOWS


FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”))


(Unaudited)





Years  ended
      December 31,2009
            
            2008Cash
      flows from operating activities:Net
      (loss) income
            $
            (141,267
            )
            $
            8,468Adjustments
      to reconcile net (loss) income to net cash (used in) provided by operating
      activities:Depreciation
            
            4,738
            
            
            -Stock
      issued for services, non-cash
            
            105,000
            
            
            -Changes
      in operating assets and liabilities:Other
      receivables, deposits and prepayments
            
            (17,370
            )
            
            -Deferred
      revenue
            
            (12,211
            )
            
            17,317Accrued
      liabilities and other payables
            
            53,778
            
            
            16,089Net
      cash (used in) provided by operating activities
            
            (7,332
            )
            
            41,874Cash
      flows from investing activities:Purchase
      of plant and equipment
            
            (31,586
            )
            
            -Purchase of intangible assets
            
            (700,919
            )
            
            -Net
      cash used in investing activities
            
            (732,505
            )
            
            -Cash
      flows from financing activities:Capital
      contribution from stockholders
            
            699,324
            
            
            -Net
      cash provided by financing activities
            
            699,324
            
            
            -Effect
      of exchange rate changes on cash and cash equivalents
            
            (1,402)
            
            
            876NET
      CHANGE IN CASH AND CASH EQUIVALENTS
            
            (41,915
            )
            
            42,750CASH
      AND CASH EQUIVALENTS, BEGINNING OF YEAR
            
            42,750
            
            
            -CASH
      AND CASH EQUIVALENTS, END OF YEAR
            $
            835
            
            $
            42,750SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONCash
      paid for income taxes
            $
            -
            
            
            -Cash
      paid for interest
            $
            -
            
            
            -



































See
accompanying notes to consolidated financial statements.





F-5
 13





MEZABAY
INTERNATIONAL INC.


(FORMERLY
CARDTREND INTERNATIONAL INC.)


CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY


FOR
THE YEARS ENDED DECEMBER 31, 2009 AND 2008


(Currency
expressed in United States Dollars (“US$”), except for number of
shares)


(Unaudited)





AccumulatedPreferred
      stock
            Common
      stock
            
            Additional
            
            other
            
            
            
            TotalNo.
      of
            
            
            No.
      of
            
            
            
            paid-in
            
            comprehensive
            
            Accumulated
            
            stockholders’shares
            
            Amount
            shares
            
            Amount
            
            capital
            
            income
            
            deficit
            
            equityBalance
      as ofNovember
      5, 2008  (restated)
            5,000,000
            $
            5,000
            500,000,000
            $
            500,000
            $
            1
            $
            -
            $
            (505,000)
            $
            1Net
      income for the period
            -
            
            -
            -
            
            -
            
            -
            
            -
            
            8,468
            
            8,468Foreign
      currencytranslation
      adjustment
            -
            
            -
            -
            
            -
            
            -
            
            177
            
            -
            
            177Balance
      as ofDecember
      31, 2008
            5,000,000
            $
            5,000
            500,000,000
            $
            500,000
            $
            1
            $
            177
            $
            (496,532)
            $
            8,646Recapitalization
      ofreverse
      acquisition
            -
            
            -
            978,815,204
            
            978,815
            
            (699,325
            )
            -
            
            (461,552)
            
            (182,062)Capital
      contribution by shareholders
            
            
            
            
            
            
            
            699,324
            
            
            
            
            
            699,324Net
      loss for the year
            -
            
            -
            -
            
            -
            
            -
            
            -
            
            (141,267
            )
            (141,267)Foreign
      currencyTranslation
      adjustment
            -
            
            -
            -
            
            
            
            
            
            29,142
            
            
            
            29,142Balance
      as ofDecember
      31, 20095,000,000
            $
            5,000
            
            1,478,815,204
            $
            1,478,815
            $
            -
            $
            29,319
            $
            (1,099,351
            )  
      $
            413,783











































See
accompanying notes to consolidated financial statements.








F-6
 14
 MEZABAY
INTERNATIONAL INC.
 (FORMERLY
CARDTREND INTERNATIONAL INC.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 and 2008
 (Currency
expressed in United States Dollars (“US$”))





1.  ORGANIZATION
AND BUSINESS BACKGROUND





Mezabay
International Inc. (the “Company” or “MZBY”) was incorporated under the laws of
the State of Nevada in 1998 to engage in international business as Asian
Alliance Ventures Inc. and subsequently changed its name to Asia Payment Systems
Inc. in 2003 and to Cardtrend International Inc. on July 24, 2007. On June 18,
2009, the Company has approved to change its current name to Mezabay
International, Inc.





On
September 11, 2009, the Company entered into a Share Exchange Agreement (the
"Agreement") with Gaeawave Sdn Bhd, (“Gaeawave”) a company organized as a
limited liability company under Companies Act, 1965 in Malaysia among the
stockholders of the Company and Gaeawave. Pursuant to the Agreement, the Company
issued 10,000,000 shares of the Company’s Series D Preferred Stock (the "Series
D Preferred Stock") to the shareholders of Gaeawave in exchange for 100% capital
stock in Gaeawave, thus causing to become a subsidiary of the Company. This
share exchange transaction resulted in the shareholders of Gaeawave obtaining a
majority voting interest in the Company.





After the
consummation of the share exchange transaction, the new board of directors was
established and appointed with a new group of officers. Gaeawave’s shareholders
became the major shareholders in the Company representing approximately 50.09%
of the voting rights in the combined entity.





Gaeawave
was incorporated as a limited liability company under Companies Act, 1965 in
Malaysia on November 5, 2008. Its principal business is engaged in the provision
of IT consulting, programming and display advertising services in
Malaysia.





The stock
exchange transaction has been accounted for as a reverse acquisition and
recapitalization of the Company whereby Gaeawave is deemed to be the accounting
acquirer (legal acquiree) and the Company to be the accounting acquiree (legal
acquirer). The accompanying consolidated financial statements are in substance
those of Gaeawave, with the assets and liabilities, and revenues and expenses,
of the Company being included effective from the date of stock exchange
transaction. The Company is deemed to be a continuation of the business of
Gaeawave.





Accordingly,
the accompanying consolidated financial statements include the
following:





(1)         the
balance sheet consists of the assets of the accounting acquirer at historical
cost and the net liabilities of $182,062 of the accounting acquiree at
historical cost;





(2)         the
financial position, results of operations, and cash flows of the accounting
acquirer for all periods presented as if the recapitalization had occurred at
the beginning of the earliest period presented and the operations of the
accounting acquiree from the date of stock exchange transaction.





Details
of the Company’s subsidiary is described below:


Name
            Place
      of incorporation
              and kind of legal
      entity
            Principal
      activities and
              place of
      operation
            Particulars
      of issued /
              registered share
      capital
            Effective
      interest
              heldGaeawave
      Sdn. Bhd.
              (formerly
      Intersenz Sdn Bhd.) (“Gaeawave”)
            Malaysia,
      a limited liability company
            Engaging
      in IT software design and online advertising services in
      Malaysia
            2,500,000
      issued shares of common stock of MYR 1 each.
            100%





Mezabay
International Inc. and its subsidiary are hereinafter referred to as (the
“Company”).








2.   GOING
CONCERN UNCERTAINTIES





These
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the realization of assets
and the discharge of liabilities in the normal course of business for the
foreseeable future.





As of
December 31, 2009, the Company suffered from a net loss of $141,267 and negative
operating cash flow of $7,332. Additionally, the Company incurred a working
capital deficit of $336,059. The continuation of the Company is dependent upon
the continuing financial support of shareholders. Management believes that this
action will enable the Company to continue its operations through December 31,
2010. As a result, these consolidated financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of the Company’s ability to continue as a going
concern.








3.   SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





·  Basis of
presentation





These
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America (“US
GAAP”).





·  Basis of
consolidation





The
consolidated financial statements include the financial statements of MZBY and
its subsidiary. All significant inter-company balances and transactions within
the Company have been eliminated upon consolidation.





·
            Use
      of estimates





In
preparing these consolidated financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheets and revenues and expenses during the years reported. Actual
results may differ from these estimates.





F-7
 
 15


MEZABAY
INTERNATIONAL INC.
 (FORMERLY
CARDTREND INTERNATIONAL INC.)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 and 2008
 (Currency
expressed in United States Dollars (“US$”))


·  Cash and
cash equivalents





Cash and
cash equivalents are carried at cost and represent cash on hand, demand deposits
placed with banks or other financial institutions and all highly liquid
investments with an original maturity of three months or less as of the purchase
date of such investments.





·  Plant and
equipment





Plant and
equipment are stated at historical cost less accumulated depreciation and
accumulated impairment losses, which mainly include office fixtures and
equipment. Depreciation is calculated on the straight-line basis over the
expected useful lives from the date on which they become fully operational,
generally 5 years. Expenditure for maintenance and repairs is expensed as
incurred. When assets have retired or sold, the cost and related accumulated
depreciation are removed from the accounts and any resulting gain or loss
is recognized in the results of operations.





Depreciation
expense for the years ended December 31, 2009 and 2008 was $4,738 and $0,
respectively.





·  Intangible
assets





Intangible
assets consist of software applications acquired from a third party at the
purchase costs. Such application software is subject to further modification and
implementation based on the Company’s website development activity. As such, the
Company follows the guidance set forth in ASC Topic 350-40, “ Internal-Use Software ” (“ASC
350-40”), in accounting for the development of its application service.
Additionally, the Company follows the guidance in ASC 350-40 for costs incurred
for computer software developed or obtained for internal use. ASC 350-40
requires companies to capitalize qualifying computer software costs, which are
incurred during the application development stage. Costs related to preliminary
project activities and post-implementation activities are expensed as
incurred.





These
software applications are further developed for a brand-new type of social
network called Jompal, blending social networking and e-commerce to advertisers
to deliver advertisement and promotion service to its target audience via mobile
phones and other mobile devices.





Since the
capitalized software applications are not currently in commercial service, no
amortization has been provided for the year ended December 31, 2009. These
capitalized costs are to be amortized on a straight line basis over the expected
useful life of the software, which is 5 years. The management expects to launch
its new software products in mid-2010.





For the
year ended December 31, 2009, the Company tested for impairment in accordance
with ASC Topic 360-10-15. Based on the results of the Company's discounted cash
flows calculation, the Company evaluated whether or not there was an impairment
loss by comparing the fair value of the intangible asset to its carrying
value.





·  Impairment
of long-lived assets





In
accordance with the provisions of the provision of Accounting ASC Topic
360-10-5, “Impairment or
Disposal of Long-Lived Assets”, all long-lived assets such as plant and
equipment and intangible assets held and used by the Company are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is evaluated by a comparison of the carrying amount of assets
to estimated discounted net cash flows expected to be generated by the assets.
If such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amounts of the assets exceed the
fair value of the assets.





·  Revenue
recognition





In
accordance with the ASC Topic 605, “Revenue Recognition”, the
Company recognizes revenue when persuasive evidence of an arrangement exists,
delivery has occurred, the sales price is fixed or determinable, and
collectibility is reasonably assured.





The
Company derives its revenue from provision of IT consulting and programming
service based upon the customer’s specifications. The service contracts are
billed either on a fixed-fee basis or on a time-and-material basis. Generally,
the Company recognizes revenue as services are performed and accepted by the
customers.





The
Company also provides display advertising service on its own webpage in a term
of 9 to 12 months on a prepaid fixed-rate basis. The Company recognizes its
revenues on a straight-line basis over the service period. Payment received from
customers for display advertising not yet delivered are recorded as deferred
revenue until actual deliveries take place.





·  Advertising
expense





Advertising
costs are expensed as incurred under ASC Topic 720-35, “Advertising Costs”. The
Company incurred no advertising cost for the years ended December 31, 2009 and
2008.





·  Income
taxes





The
Company adopts the ASC Topic 740, “Income Taxes” regarding
accounting for uncertainty in income taxes which prescribes the recognition
threshold and measurement attributes for financial statement recognition and
measurement of tax positions taken or expected to be taken on a tax return. In
addition, the guidance requires the determination of whether the benefits of tax
positions will be more likely than not sustained upon audit based upon the
technical merits of the tax position. For tax positions that are determined to
be more likely than not sustained upon audit, a company recognizes the largest
amount of benefit that is greater than 50% likely of being realized upon
ultimate settlement in the financial statements. For tax positions that are not
determined to be more likely than not sustained upon audit, a company does not
recognize any portion of the benefit in the financial statements. The guidance
provides for de-recognition, classification, penalties and interest, accounting
in interim periods and disclosure.





For the
years ended December 31, 2009 and 2008, the Company did not have any interest
and penalties associated with tax positions. As of December 31, 2009 and 2008,
the Company did not have any significant unrecognized uncertain tax
positions.





The
Company conducts major businesses in Malaysia and is subject to tax in this
jurisdiction. As a result of its business activities, the Company files tax
returns that are subject to examination by the foreign tax
authority.





F-8
 
 16


MEZABAY
INTERNATIONAL INC.
 (FORMERLY
CARDTREND INTERNATIONAL INC.)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 and 2008
 (Currency
expressed in United States Dollars (“US$”))
  Net
(loss) income per share





The
Company calculates net (loss) income per share in accordance with ASC Topic 260,
“Earnings per Share.”
Basic (loss) income per share is computed by dividing the net income by the
weighted-average number of common shares outstanding during the period. Diluted
(loss) income per share is computed similar to basic (loss) income per share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common stock
equivalents had been issued and if the additional common shares were
dilutive.





·  Comprehensive
(loss) income





ASC Topic
220, “Reporting Comprehensive
Income”, establishes standards for reporting and display of comprehensive
income, its components and accumulated balances. Comprehensive income as defined
includes all changes in equity during a period from non-owner sources.
Accumulated other comprehensive income, as presented in the accompanying
statement of changes in stockholders’ equity, consists of changes in unrealized
gains and losses on foreign currency translation. This comprehensive income is
not included in the computation of income tax expense or benefit.





·  Foreign
currencies translation





Transactions
denominated in currencies other than the functional currency are translated into
the functional currency at the exchange rates prevailing at the dates of the
transaction. Monetary assets and liabilities denominated in currencies other
than the functional currency are translated into the functional currency using
the applicable exchange rates at the balance sheet dates. The resulting exchange
differences are recorded in the consolidated statement of
operations.





The
reporting currency of the Company is United States Dollar ("US$"). The Company's
subsidiary in Malaysia maintain its books and records in its local currency,
Malaysian Ringgit (“MYR”), which is functional currency as being the primary
currency of the economic environment in which these entities
operate.





In
general, for consolidation purposes, assets and liabilities of its subsidiaries
whose functional currency is not the US$ are translated into US$, in accordance
with ASC Topic 830-30, “Translation of Financial
Statement”,using the exchange rate on the balance sheet date. Revenues and expenses
are translated at average rates prevailing during the year. The gains and losses
resulting from translation of financial statements of foreign subsidiaries are
recorded as a separate component of accumulated other comprehensive income
within the statement of stockholders’ equity.





Translation
of amounts from MYR into US$1 has been made at the following exchange rates for
the respective year:





2009
            
            2008Year
      end MYR: US$1 exchange rate
            3.4292
            
            3.4872Annual
      average MYR: US$1 exchange rate
            3.5332
            
            3.3391





·  Stock
based compensation





The
Company adopts ASC Topic 505, "Equity Basd Payments to
Non-Employees" ("ASC 505") using the fair value method. Under ASC 505,
stock-based compensation expense is measured at the grant date based on the
value of the option or restricted stock and is recognized as expense, less
expected forfeitures, over the requisite service period.





·  Retirement
plan costs





Contributions
to retirement schemes (which are defined contribution plans) are charged to
general and administrative expenses in the consolidated statements of operation
and comprehensive income as and when the related employee service is
provided.





·  Related
parties





Parties,
which can be a corporation or individual, are considered to be related if the
Company has the ability, directly or indirectly, to control the other party or
exercise significant influence over the other party in making financial and
operating decisions. Companies are also considered to be related if they are
subject to common control or common significant influence.





·  Segment
reporting





ASC Topic
280, “Segment Reporting”establishes standards for reporting information about operating segments
on a basis consistent with the Company’s internal organization structure as well
as information about geographical areas, business segments and major customers
in the financial statements. The Company operates one reportable segment in IT
software design and advertising business in Malaysia.







F-9
 
 17


MEZABAY
INTERNATIONAL INC.
 (FORMERLY
CARDTREND INTERNATIONAL INC.)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 and 2008
 (Currency
expressed in United States Dollars (“US$”))
 l
            Fair
      value measurement





ASC Topic
820-10, “Fair Value
Measurements and Disclosures” ("ASC 820-10") establishes a new framework
for measuring fair value and expands related disclosures. Broadly, ASC 820-10
framework requires fair value to be determined based on the exchange price that
would be received for an asset or paid to transfer a liability (an exit price)
in the principal or most advantageous market for the asset or liability in an
orderly transaction between market participants. ASC 820-10 establishes a
three-level valuation hierarchy based upon observable and non-observable inputs.
These tiers include: Level 1, defined as observable inputs such as quoted prices
in active markets; Level 2, defined as inputs other than quoted prices in active
markets that are either directly or indirectly observable; and Level 3, defined
as unobservable inputs in which little or no market data exists, therefore
requiring an entity to develop its own assumptions.





For
financial assets and liabilities, fair value is the price the Company would
receive to sell an asset or pay to transfer a liability in an orderly
transaction with a market participant at the measurement date. In the absence of
active markets for the identical assets or liabilities, such measurements
involve developing assumptions based on market observable data and, in the
absence of such data, internal information that is consistent with what market
participants would use in a hypothetical transaction that occurs at the
measurement date.





l
            Fair
      value of financial instruments





The
carrying value of the Company’s financial instruments include cash and cash
equivalents, other receivable and prepayments, deferred revenue, loan payable,
accrued liabilities and other payables. Fair values were assumed to approximate
carrying values for these financial instruments because they are short term in
nature and their carrying amounts approximate fair values.





l
            Recent
      accounting pronouncements





The
Company has reviewed all recently issued, but not yet effective, accounting
pronouncements and does not believe the future adoption of any such
pronouncements may be expected to cause a material impact on its financial
condition or the results of its operations.





During
2009, Accounting Standards Codification (“ASC”) became the source of
authoritative U.S. GAAP recognized by the Financial Accounting Standards Board
(“FASB”) for nongovernmental entities, except for certain FASB Statements not
yet incorporated into ASC. Rules and interpretive releases of the SEC under
federal securities laws are also sources of authoritative U.S. GAAP for
registrants. The discussion below includes the applicable ASC
reference.





The
Company adopted ASC Topic 810-10, “Consolidation” (formerly SFAS
No. 160, “Noncontrolling
Interests in Consolidated Financial Statements – an amendment of ARB No.
51”) effective January 2, 2009. Topic 810-10 changes the manner of
presentation and related disclosures for the noncontrolling interest in a
subsidiary (formerly referred to as a minority interest) and for the
deconsolidation of a subsidiary. The adoption of these sections did not have a
material impact on the Company’s consolidated financial statements.





ASC Topic
815-10, “Derivatives and
Hedging” (formerly SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities”) was adopted by the Company effective
January 2, 2009. The guidance under ASC Topic 815-10 changes the manner of
presentation and related disclosures of the fair values of derivative
instruments and their gains and losses.





In April
2009, the FASB issued an update to ASC Topic 820-10, “Fair Value Measurements and
Disclosures” (“ASC 820-10) (formerly FASB Staff Position No. SFAS 157-4,
“Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly”). The
standard provides additional guidance on estimating fair value in accordance
with ASC 820-10 when the volume and level of transaction activity for an asset
or liability have significantly decreased in relation to normal market activity
for the asset or liability have significantly decreased and includes guidance on
identifying circumstances that indicate if a transaction is not orderly. The
Company adopted this pronouncement effective April 1, 2009 with no impact on its
consolidated financial statements.





In April
2009, the FASB issued FSP SFAS No. 107-1, “Disclosures about Fair Value of
Financial Instruments” (“ASC 825-10”). ASC 825-10 requires fair value of
financial instruments disclosure for interim reporting periods of publicly
traded companies as well as in annual financial statements. ASC 825-10 is
effective for interim periods ending after June 15, 2009 and was adopted by the
Company in the second quarter of 2009. There was no material impact to the
Company’s consolidated financial statements as a result of the adoption of ASC
825-10.





In April
2009, the FASB issued FSP APB No. 28-1, “Interim Financial Reporting”
(“ASC 825-10”). ASC 825-10 requires the fair value of financial instruments
disclosure in summarized financial information at interim reporting periods. ASC
825-10 is effective for interim periods ending after June 15, 2009 and was
adopted by the Company in the second quarter of 2009. There was no material
impact to the Company’s consolidated financial statements as a result of the
adoption of ASC 825-10.





In June
2009, the FASB finalized SFAS No. 167, “Amending FASB interpretation No.
46(R)”, which was included in ASC Topic 810-10-05 “Variable Interest Entities”.
The provisions of ASC Topic 810-10-05 amend the definition of the primary
beneficiary of a variable interest entity and will require the Company to make
an assessment each reporting period of its variable interests. The provisions of
this pronouncement are effective January 1, 2010. The Company is evaluating the
impact of the statement on its consolidated financial statements.





In July
2009, the FASB issued SFAS No. 168, “The Hierarchy of Generally Accepted
Accounting Principles”. SFAS 168 codified all previously issued
accounting pronouncements, eliminating the prior hierarchy of accounting
literature, in a single source for authoritative U.S. GAAP recognized by the
FASB to be applied by nongovernmental entities. SFAS 168, now ASC Topic 105-10
“Generally Accepted Accounting
Principles”, is effective for financial statements issued for interim and
annual periods ending after September 15, 2009. The adoption of this
pronouncement did not have an effect on the Company’s consolidated financial
statements.





In August
2009, the FASB issued an update of ASC Topic 820, “Measuring Liabilities at Fair Value”. The new guidance provides clarification that in circumstances in which
a quoted price in an active market for the identical liability is not available,
a reporting entity is required to measure fair value using prescribed
techniques. The Company adopted the new guidance in the third quarter of 2009
and it did not materially affect the Company’s financial position and results of
operations.





In
October 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-13,
“Revenue Recognition (Topic
605): Multiple-Deliverable Revenue Arrangements (a consensus of the FASB
Emerging Issues Task Force)” which amends ASC 605-25, “Revenue Recognition:
Multiple-Element Arrangements.” ASU No. 2009-13 addresses how to
determine whether an arrangement involving multiple deliverables contains more
than one unit of accounting and how to allocate consideration to each unit of
accounting in the arrangement. This ASU replaces all references to fair value as
the measurement criteria with the term selling price and establishes a hierarchy
for determining the selling price of a deliverable. ASU No. 2009-13 also
eliminates the use of the residual value method for determining the allocation
of arrangement consideration. Additionally, ASU No. 2009-13 requires expanded
disclosures. This ASU will become effective for us for revenue arrangements
entered into or materially modified on or after April 1, 2011. Earlier
application is permitted with required transition disclosures based on the
period of adoption. The Company is currently evaluating the application date and
the impact of this standard on its consolidated financial
statements.





In
September 2009, the FASB issued certain amendments as codified in ASC 605-25,
“Revenue Recognition;
Multiple-Element Arrangements.” These amendments provide clarification on
whether multiple deliverables exist, how the arrangement should be separated,
and the consideration allocated. An entity is required to allocate revenue in an
arrangement using estimated selling prices of deliverables in the absence of
vendor-specific objective evidence or third-party evidence of selling price.
These amendments also eliminate the use of the residual method and require an
entity to allocate revenue using the relative selling price method. The
amendments significantly expand the disclosure requirements for
multiple-deliverable revenue arrangements. These provisions are to be applied on
a prospective basis for revenue arrangements entered into or materially modified
in fiscal years beginning on or after June 15, 2010, with earlier application
permitted. The Company is currently evaluating the impact of these amendments to
its consolidated financial statements.





F-10
 
 18


MEZABAY
INTERNATIONAL INC.
 (FORMERLY
CARDTREND INTERNATIONAL INC.)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 and 2008
 (Currency
expressed in United States Dollars (“US$”))
 Transfers and Servicing Accounting for
Transfers of Financial Assets Accounting for
Transfers of Financial Assets Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities








4.
            OTHER
      RECEIVABLES AND PREPAYMENTS





Other
receivables and prepayments consisted of the followings:





As
      of December 31,2009
            
            2008Prepayments
            
            $
            15,892
            
            $
            -Utility
      and rental deposits
            
            
            1,998
            
            
            -Other
      receivables
            
            
            1,752
            
            
            -$
            19,642
            
            $
            -








5.         INTANGIBLE
ASSETS





As
      of December 31,2009
            
            2008Software
      applications, at cost
            
            $
            722,180
            
            $
            -





Since the
capitalized software applications are not currently in commercial service, no
amortization has been provided for the year ended December 31,
2009.





For the
year ended December 31, 2009, the Company tested for impairment in accordance
with ASC Topic 360-10-15 and there was no impairment loss provided.








6.         ACCRUED
LIABILITIES AND OTHER PAYABLES





Accrued
liabilities and other payables are comprised of the following:





As
      of December 31,2009
            
            2008Accrued
      expenses
            
            $
            212,080
            
            $
            16,425Advances
      from third party
            
            
            13,368
            
            
            -Other
      payables
            
            
            25,691
            
            
            -$
            251,139
            
            $
            16,425








7.         LOAN
PAYABLE





As of
December 31, 2009 and 2008, loan payable represented temporary borrowing for
working capital purposes from a third party, which was unsecured and
interest-free, with no fixed terms of repayment. The imputed interest on the
loan payable was not significant.











F-11
 19
 MEZABAY
INTERNATIONAL INC.
 (FORMERLY
CARDTREND INTERNATIONAL INC.)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 and 2008
 (Currency
expressed in United States Dollars (“US$”))





8.         INCOME
TAX





For the
years ended December 31, 2009 and 2008, the local (“United States of America”)
and foreign components of income before income taxes were comprised of the
following:





Years
      ended December 31,2009
            
            2008Tax
      jurisdiction from:–
      Local
            
            $
            (118,452)
            
            $
            -–
      Foreign
            
            
            (22,815)
            
            
            8,468(Loss)
      income before income taxes
            
            $
            (141,267)
            
            $
            8,468





The
provision for income taxes consisted of the following:





Years
      ended December 31,2009
            
            2008Current:–
      Local
            
            $
            -
            
            $
            -–
      Foreign
            
            
            -
            
            
            -Deferred:–
      Local
            
            
            -
            
            
            -–
      Foreign
            
            
            -
            
            
            -Income
      tax expense
            
            $
            -
            
            $
            -





The
effective tax rate in the years presented is the result of the mix of income
earned in various tax jurisdictions that apply a broad range of income tax
rates. The Company has subsidiary that operate in various countries: United
States and Malaysia that are subject to tax in the jurisdictions in which they
operate, as follows:





United
States of America





MZBY is
registered in the State of Nevada and is subject to the tax laws of the United
States of America. The Company has incurred an operating loss of $118,452 and $0
for the years ended December 31, 2009 and 2008, respectively which can be
carried forward to offset future taxable income. The net operating loss
carryforwards begin to expire in 2029, if unutilized. The Company has provided
for a full valuation allowance against the deferred tax assets of $40,274 on the
expected future tax benefits from the net operating loss carryforwards as the
management believes it is more likely than not that these assets will not be
realized in the future..





Malaysia





Pursuant
to the Malaysia Income Tax Laws, the Corporate Income Tax is at a statutory rate
ranging from 20% to 25% for 2009 and from 20% to 26% for 2008. Unutilized tax
losses and capital allowances may be carried forward indefinitely to offset
future taxable income. For capital allowances, there is an additional
requirement that the same trade or business in respect of which these capital
allowances were made continues to be carried on. No provision for Malaysia
Corporate Income Tax has been made as the subsidiary operating in Malaysia
incurred an operating loss of $22,815 and an operating income of $8,468,
respectively for the years ended December 31, 2009 and 2008.





The
following table sets forth the significant components of the aggregate net
deferred tax assets of the Company as of December 31, 2009 and
2008:





As
      of December 31,2009
            
            2008Deferred
      tax assets:Net
      operating loss carryforwards from:–
      United States
            
            $
            40,274
            
            $
            -–
      Malaysia
            
            
            4,563
            
            
            -Total
      deferred tax assets
            
            
            44,837
            
            
            -Less:
      valuation allowance
            
            
            (44,837)
            
            
            -Deferred
      tax assets
            
            $
            -
            
            $
            -





As of
December 31, 2009, the Company incurred $132,799 the aggregate net operating
loss carryforwards available to offset its taxable income for income tax
purposes. The Company has provided for a full valuation allowance against the
deferred tax assets of $44,837 on the expected future tax benefits from the net
operating loss carry forwards as the management believes it is more likely than
not that these assets will not be realized in the future. For the year ended
December 31, 2009, the valuation allowance increased by $44,837, primarily
relating to net operating loss carry forwards from local and foreign
regimes.








F-12
 
 20


MEZABAY
INTERNATIONAL INC.
 (FORMERLY
CARDTREND INTERNATIONAL INC.)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 and 2008
 (Currency
expressed in United States Dollars (“US$”))





(a)
            Preferred
      stock





On
September 22, 2009, the Company approved the issuance of 10,000,000 shares of
the Company’s Series D Preferred Stock with par value of $0.001 per share in
exchange for the entire share capital of Gaeawave totaling 2,500,000 shares with
par value of MYR 1 each.





On
September 30, 2009, the Company approved the conversion of 5,000,000 shares of
Series D Preferred Stock at a conversion ratio of 1:100 into 500,000,000 shares
of common stock with a par value of $0.001 per share in connection with the
share exchange. Upon the conversion of the 5,000,000 shares of Series D
Preferred Stock, the par value of common stock totaling $5,000 is recognized as
common stock issued and outstanding. The excess of $495,000 is recognized as a
reduction to the additional paid-in capital.





As of
December 31, 2009, there were 5,000,000 shares of issued and outstanding
preferred stock.





(b)
            Common
      stock





On
January 30, 2009, the Company increased its authorized shares of common stock
from 250,000,000 shares to 500,000,000 shares with a par value of $0.001 per
share.





On June
18, 2009, the Company further increased its authorized shares of common stock
from 500,000,000 shares to 1,500,000,000 shares with a par value of $0.001 per
share.





On
September 30, 2009, the directors approved the conversion of 5,000,000 shares of
Series D Preferred Stock into 500,000,000 shares of common stock under
Registration S.





As of
December 31, 2009, the Company has authorized shares of 1,500,000,000 shares and
1,478,815,204 shares of common stock issued and outstanding.








10.         STOCK
BASED COMPENSATION





(a)
            Options





There is
no movement for the year ended December 31, 2009.





As of
December 31, 2009, the Company has 3,221,073 outstanding options under 2007
Plan; for 1,700,000 outstanding options will be expired in the first quarter in
2010 and the remaining option will be expired on August 31, 2010.





(b)
            Warrants





On
September 28, 2009 and September 30, 2009, 1,448,985 and 645,644 shares of
warrants were expired.





As of
December 31, 2009, the Company has 2,088,159 outstanding warrants which will be
expired in August 2010.








11.         RELATED
PARTY TRANSACTIONS





For the
years ended December 31, 2009 and 2008, the Company paid rent and utilities
charge of $10,614 and $0, respectively to Mpay Services Limited, a related
company which was controlled by a director, Mr. Tey Yong Qing, at the current
market value in a normal course of business.








12.         CONCENTRATIONS
OF RISK





The
Company is exposed to the following concentrations of risk:





(a)
            Major
      customers





For the
year ended December 31, 2009, the customer who accounted for 10% or more of the
Company’s revenues and its outstanding balance at year-end date, are presented
as follows:





For
      the year ended December 31, 2009
            
            December
      31, 2009Revenues
            
            Percentage
              of
      revenues
            
            Trade
      accounts receivableCustomer
      A
            
            $
            27,454
            
            37%
            
            $
            -Customer
      B
            
            
            13,302
            
            18%
            
            
            -Customer
      C
            
            
            12,404
            
            17%
            
            
            -Customer
      D
            
            
            8,564
            
            12%
            
            
            -Total:
            
            $
            61,724
            
            84%
            
            $
            -





F-13
 
 21


MEZABAY
INTERNATIONAL INC.
 (FORMERLY
CARDTREND INTERNATIONAL INC.)
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2009 and 2008
 (Currency
expressed in United States Dollars (“US$”))





For
      the year ended December 31, 2008
            
            December
      31, 2008Revenues
            
            Percentage
              of
      revenues
            
            Trade
      accounts receivableCustomer
      D
            
            $
            11,826
            
            36%
            
            $
            -Customer
      E
            
            
            11,135
            
            34%
            
            
            -Customer
      F
            
            
            8,927
            
            27%
            
            
            -Total:
            
            $
            31,888
            
            97%
            
            $
            -





(b)
            Major
      vendors





For the
years ended December 31, 2009 and 2008, there was no vendor represented more
than 10% of the Company’s purchases.





(c)
            Exchange
      rate risk





The
reporting currency of the Company is US$, to date the majority of the revenues
and costs are denominated in MYR and a significant portion of the assets and
liabilities are denominated in MYR. As a result, the Company is exposed to
foreign exchange risk as its revenues and results of operations may be affected
by fluctuations in the exchange rate between US$ and MYR. If MYR depreciate
against US$, the value of MYR revenues and assets as expressed in US$ financial
statements will decline. The Company does not hold any derivative or other
financial instruments that expose to substantial market risk.








13.         COMMITMENTS
AND CONTINGENCIES





(a)            Operating
lease commitments





The
Company’s subsidiary operating in Malaysia was committed under a number of
non-cancelable operating leases of premises with a term arranging from 6 to 12
months  with fixed monthly rentals, due through September 2010. Total
rent expense for the years ended December 31, 2009 and 2008 was $10,328 and $0,
respectively.





As of
December 31, 2009, the Company has future minimum rental payments of $5,824 due
under various non-cancelable operating leases in the next 12
months.





(b)             Consulting
services contract commitments





On
September 10, 2009, the Company entered into a six-month consulting service
contract with three individual consultants, each with an initial payment of
10,000,000 restricted shares issued at a fair value of $0.0035 per share upon
the commencement of the contract and the following contingent fees of: (i) a fee
equals to two percent (2%) of the gross consideration paid by or to the Company
for the Acquisition or Merger, or of gross amount of capital contribution on the
part of the Company for the joint venture that may be introduced by the
consultant and successfully consummated by the Company; and (ii) a fee of two
percent (2%) of the gross loan amount or debt proceeds upon any loan or debt
financing arranged or introduced by the consultant to the Company.





As of the
date of this filing, the consulting service contracts are expired and the
Company is not obligated to any contingent fee due to non-performance by the
consultants.





(c)         Legal
proceedings





During
2009, 7Bridge Capital Partners, Ltd., et al. issued a threatened litigation
letter against the Company. The threatened litigation seeks rescission of the
acquisition of Gaeawave and the disposal of PBS, and any damages related
thereto; compensatory damages; punitive and exemplary damages; treble damages;
attorneys’ fees, and expert fees; preliminary and permanent injunctive relief;
costs and disbursements of the action; and, such other relief and further
equitable relief as the Court many deem just and proper. As of December 31,
2009, the plaintiff, 7Bridge Capital Partners, Ltd., et al., have not defined an
amount and the case has not been filed, therefore, no case number has been
assigned and no trial date has been set.








14.           COMPARATIVE
FIGURES





Certain
amounts in the prior periods presented have been reclassified to conform to the
current period financial statement presentation.














F-14
 22





ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE





There
were no changes and disagreements with our accountants on accounting and
financial disclosure during the fiscal years ending December 31, 2008 and
2009.





ITEM 9A. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures


We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) that are designed to be effective in providing reasonable assurance that
information required to be disclosed in our reports under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission (the “SEC”),
and that such information is accumulated and communicated to our management to
allow timely decisions regarding required disclosure.





In
designing and evaluating disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable, not absolute assurance of achieving the
desired objectives. Also, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake. The
design of any system of controls is based, in part, upon certain assumptions
about the likelihood of future events and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions.





As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, management concluded that our disclosure controls and procedures are
effective as of December 31, 2009 to cause the information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods prescribed
by SEC, and that such information is accumulated and communicated to management,
including our chief executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.





Evaluation
of and Report on Internal Control over Financial Reporting


Management
is responsible for establishing and maintaining adequate internal control over
financial reporting of the Company. Management, with the participation of our
principal executive officer and principal financial officer, has evaluated the
effectiveness of our internal control over financial reporting as of December
31, 2009 based on the criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation, because of the Company’s limited resources
and limited number of employees, management concluded that, as of December 31,
2009, our internal control over financial reporting is not effective in
providing reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with U.S. generally accepted accounting principles.





To
mitigate the current limited resources and limited employees, we rely heavily on
direct management oversight of transactions, along with the use of legal and
accounting professionals. As we grow, we expect to increase our number of
employees, which will enable us to implement adequate segregation of duties
within the internal control framework.





This
Annual 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 SEC that permit the
company to provide only management's report in this Annual Report.





Changes
in Internal Control over Financial Reporting


There
were no changes in internal controls over financial reporting that occurred
during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





ITEM 9B.   OTHER INFORMATION





None.








23





PART
III





ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
ACT.





Executive
Officers and Directors





Effective
September 22, 2009 (Eastern Time 9PM), the following individuals were appointed
as directors of the Company:





(i)
            Mr.
      Shoon Hau Tsin, a Malaysian and a graduate from Wigan & Leigh College
      of UK in 1999 with a bachelor degree in Electrical and Electronic
      Engineering, began his career in the security and automation industry and
      was the General Manager of Business Development and Operations of a mobile
      payment company in Malaysia. Mr. Shoon resides at 30, Jalan SS 20/18,
      Damansara Utama, Petaling Jaya, 47400 Selangor,
  Malaysia.(ii)
            Mr.
      Tey Yong Qing, a Malaysian and a graduate from Multimedia University of
      Malaysia in 2007 with a Bachelor Acc (Hons) degree, began his career in
      the system development, project Management and e-Commerce industry with
      more than 4 years of proven track records and co-founded Gaeawave Sdn.
      Bhd. Mr. Tey resides at 110, Taman Perdana, Jalan Bakri, 84000 Muar,
      Johor, Malaysia.(iii)
            Mr.
      Fan Foo Min, a Malaysian and a graduate from Informatics College in
      Malaysia in 1995 with a First Class Diploma in Information Technology,
      began his career as a system analyst and developing business models and
      integrated transaction solutions for a travel agency, and pioneering the
      online business development and transactions system for the travel
      industry in Malaysia. Mr. Fan resides at 21, Jalan Perdana 2/1, Pandan
      Perdana, 55300, Kuala Lumpur, Malaysia.(iv)
            Ms.
      Thum May Yin, a Malaysian and Institute of Certified Management
      Accountants (“ICMA”) Level Diploma holder, began her career as an
      administration and accounting manager for a Malaysian company in 1991 and
      worked for various local and international companies in Malaysia as
      finance manager. Ms. Thum resides at 59/1, Jalan 35/26, Block E, Rampai
      Court, Setapak, 53300 Kuala Lumpur, Malaysia.


Effective
September 23, 2009 (Eastern Time, 9PM), the following individuals resigned as
directors and/or officers of the Company:





(i)
            Mr.
      Jee Sam Choo as director, Member of the Audit Committee and Chairman of
      the Board of Director;(ii)
            Mr.
      King K. Ng as director, Member of the Audit Committee, President &
      Chief Executive Officer;(iii)
            Mr.
      Kok Keng Low as director, Member of the Audit Committee, Executive Vice
      President & Chief Operating Officer;(iv)
            Mr.
      Yu Hua Chen as director and Chief Officer – Greater
  China;(v)
            Mr.
      Thomas Chee Leong Wong as Chief Financial Officer; and(vi)
            Ms.
      Katherine Yoke-Lin Tung as Secretary & Treasurer.


None of
the above ex-directors and ex-officers has any disagreement with the Company or
with one another and their resignations are to pave ways for the new management
team to grow the Company’s businesses in the E-Commerce and M-commerce
industry.





Effective
September 23 (Eastern Time 9PM), 2009, the following individuals were appointed
as officers of the Company:





(i)
            Mr.
      Shoon Hau Tsin as Chief Executive Officer, Secretary &
      Treasurer;(ii)
            Mr.
      Tey Yong Qing, as Chief Operating Officer; and(iii)
            Ms.
      Thum May Yin as Chief Financial
Officer





Audit
Committee and Charter


Our audit
committee consists of our entire board of directors. Our audit committee,
established in 2004, during the year 2009 and as at the date of this Annul
Report, comprises all of our directors – Shoon Hau Tsin (Chief Executive
Officer), Tey Yong Qing (Chief Operating Officer), Fan Foo Min and Thum May Yin
(Chief Financial Officer).Our audit committee is responsible for:





*
            Selection
      and oversight of our independent accountant;*
            Establishing
      procedures for the receipt, retention and treatment of complaints
      regarding accounting, internal controls and auditing
    matters;*
            Establishing
      procedures for the confidential, anonymous submission by our employees of
      concerns regarding accounting and auditing matters;*
            Engaging
      outside advisors; and*
            Sourcing
      for funds for fee payments to the outside auditor and any outside advisors
      engaged by the Company.





A copy of
our audit committee charter was filed as an exhibit to our Annual Report on Form
10-KSB for the year ended December 31, 2004.





Audit
Committee Financial Expert


We do not
have a financial expert in our Audit Committee. We believe the cost related to
retaining a financial expert at this time is prohibitive.








24


Code
of Ethics


We have
adopted a corporate code of ethics applicable to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. A copy of the code of
ethics was filed as an exhibit to our Annual Report on Form 10-KSB for the year
ended December 31, 2004.





ITEM11.   EXECUTIVE COMPENSATION





Compensation
of Officers.


Option
award compensation is the fair value for stock options vested during the fiscal
years ended December 31, 2006, 2007, 2008 and 2009, a notional amount estimated
at the date of the grant using the Black-Scholes option-pricing model. The
actual value received by the executives may differ materially and adversely from
that estimated. A summary of cash and other compensation paid in accordance with
management consulting contracts for our Principal Executive Officers and other
executives for the most recent two years is as follows:





Non-equity
            NonqualifiedName
      and
            
            
            
            
            
            Incentive
            Deferred
            OtherPrincipal
            
            
            
            Stock
            Option
            Plan
            Compensation
            CompensationPosition
            Year
            Salary
      ($)
            Bonus
      ($)
            awards
      ($)
            awards
      ($)
            compensation
      ($)
            earnings
      ($)
            ($)
            Total
      ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Shoon
      Hau Tsin
            2008
            N/A
            N/A
            N/A
            N/A
            N/A
            N/A
            N/A
            N/APresident,
      CEO, and
            2009
            N/A
            N/A
            N/A
            N/A
            N/A
            N/A
            N/A
            N/ADirectorThum
      May Yin
            2008
            N/A
            N/A
            N/A
            N/A
            N/A
            N/A
            N/A
            N/ACFO
            2009
            N/A
            N/A
            N/A
            N/A
            N/A
            N/A
            N/A
            N/A





Tey
      Yong Qing
            2008
            N/A
            N/A
            N/A
            N/A
            N/A
            N/A
            N/A
            N/ACOO
            2009
            5,095
            N/A
            N/A
            N/A
            N/A
            N/A
            4,937
            10,032








Narrative
Disclosure To Summary Compensation Table





(1)
            Shoon
      Hau Tsin, President, Chief Executive Officer, Company Secretary, Treasurer
      and a Director, does not draw any salary or
  benefit.


(2)
            Thum
      May Yin was appointed Chief Financial Officer does not draw any salary or
      benefit.


(3)
            Tey
      Yong Qing was appointed Chief Operating Officer and was paid a non
      recurring total salary of $5,095 and sales commission of $4,937 in
      2009.




Executive
Compensation Agreements





Principal
      Executive OfficerOn
      September 23, 2009, the Company entered into an employment contract with
      Shoon Hau Tsin as the Principal Executive Officer, Company Secretary and
      Treasurer.





Chief Financial
Officer


On
September 23, 2009, the Company entered into an employment contract with Thum
May Yin as the Chief Financial Officer.





Chief
Operating Officer


On
September 23, 2009, the Company entered into an employment contract with Tey
Yong Qing as the Chief Operating Officer.





Retirement,
Resignation or Termination Plans





There was
no retirement, resignation or termination plan awarded during the 2009 and
2008.





Directors’
Compensation


There was
no directors’ compensation awarded during the year 2009 and 2008.





Indemnification


Pursuant
to the articles of incorporation and bylaws of the corporation, we may indemnify
an officer or director who is made a party to any proceeding, including a law
suit, because of his position, if he acted in good faith and in a manner he
reasonably believed to be in its best interest. In certain cases, we may advance
expenses incurred in defending any such proceeding. To the extent that the
officer or director is successful on the merits in any such proceeding as to
which such person is to be indemnified, we must indemnify him against all
expenses incurred, including attorney’s fees. With respect to a derivative
action, indemnity may be made only for expenses actually and reasonably incurred
in defending the proceeding, and if the officer or director is judged liable,
only by a court order. The indemnification is intended to be to the fullest
extent permitted by the laws of the State of Nevada.





Regarding
indemnification for liabilities arising under the Securities Act of 1933 which
may be permitted for directors or officers pursuant to the foregoing provisions,
we are informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy, as expressed in the Act and
is therefore unenforceable.











25





ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





The
following table sets forth certain information regarding the beneficial
ownership of our common stock and preferred stock as of December 31, 2009 by
each director, officer, affiliate and person or entity known by us to be the
beneficial owner of more than 5% of the outstanding shares of common and/or
preferred stock.





Where the
Number of Shares Beneficially Owned includes shares of common stock which may be
purchased upon the exercise of outstanding stock options and warrants which are
or within sixty days will become exercisable (“presently exercisable options”
and “presently exercisable warrants”, respectively) and the shares of common
stock which may be issued upon the conversion of the shares of preferred stock
which are or within sixty days will become convertible (“presently convertible
preferred shares”), the percentage of class of shares of common stock reported
in this column has been calculated assuming the exercises of such options and
warrants and the conversion of such preferred shares. The percentages below for
the class of common stock are calculated based on the sum of 1,478,815,204
shares of our common stock issued and outstanding as of March 15, 2010 and
presently exercisable options of 3,221,073 and presently exercisable warrants of
2,088,159, which is equal to 1,484,124,436. There were no presently exercisable
options and presently exercisable warrants owned by any of the directors and
officers of the Company as of December 31, 2009. The percentages below for the
class of preferred stock are calculated based on 5,000,000 shares of preferred
stock issued and outstanding as of December 31, 2009. The number of authorized
shares of common stock and preferred stock was 1,500,000,000 and 10,000,000,
respectively.





Name and address
      of
            Amount and nature
      of
            PercentBeneficial
      Owner
            Beneficial
      Ownership
            Of
      ClassOfficers and Directors
      (1)Tey
      Yong Qing (2a)
            36,109,000
      common stock
            2.43
            %Tey
      Yong Qing (2b)
            2,500,000
      preferred stock
            50.00
            %Shoon
      Hau Tsin (3)
            31,250,000
      common stock
            2.11
            %Thum
      May Yin (4)
            3,400,000
      common stock
            0.23
            %Fan
      Foo Min (5)
            1,200,000
      common stock
            0.08
            %AffiliateChai
      Kok Wai (6a)
            36,142,000  common
      stock
            2.43
            %Chai
      Kok Wai (6b)
            2,500,000
      preferred stock
            50.00
            %All
      Officers, Directors and Affiliate as a Group (5 Persons)
    (7a)
            108,101,000
      common stock
            7.28
            %All
      Officers, Directors and Affiliate as a Group (5 Persons)
    (7b)
            5,000,000
      preferred stock
            100.00
            %Other
      PersonsNg
      King Kau (8)
            153,801,792
      common stock
            10.36
            %Low
      Kok Keng (8)
            129,550,159
      common stock
            8.73
            %Chen
      Yu Hua (10)
            100,742,553
      common stock
            6.79
            %





(1)
            The
      address for each of the Company's directors and executive officers as of
      September 23, 2009 is the Company's principal offices, Cardtrend
      International, Inc. 800 5th
      Avenue, Suite 4100, Seattle, WA 98104.(2a)
            Appointed
      as a director on September 22, 2009 and Chief Operating Officer on
      September 23, 2009. The shares comprised 4,859,000 directly owned shares
      of common stock and 250,000,000 shares of common stock when 2,500,000
      directly owned shares of presently convertible preferred stock were
      converted on September 30, 2009.(2b)
            The
      shares comprised only directly owned shares of preferred stock which are
      convertible to 250,000,000 shares of common stock when the Company’s
      authorized number of shares of common stock has been increased to
      3,000,000,000 or more.(3)
            Appointed
      as a director on September 22, 2009, and Chief Executive Officer and
      Secretary & Treasurer on September 23, 2009.  26
 (4)
            Appointed
      as a director on September 22, 2009 and Chief Financial Officer on
      September 23, 2009.(5)
            Appointed
      as a director on September 22, 2009.(6a)
            One
      of the two equal shareholders of Gaeawave prior to it being acquired by
      the Company on September 22, 2009. The shares comprised
      4,892,000  directly owned shares of common stock and 250,000,000
      shares of common stock when 2,500,000 directly owned shares of presently
      convertible preferred stock were converted on September 30, 2009. The
      address is A-6-1, Seri Cendekia Condo, Jalan 4/124, Taman Connaught, 56100
      Cheras, Kuala Lumpur, Malaysia.(6b)
            The
      shares comprised only directly owned shares of preferred stock which are
      convertible to 250,000,000 shares of common stock when the Company’s
      authorized number of shares of common stock has been increased to
      3,000,000,000 or more.(7a)
            The
      shares comprised 5,000,000 shares of common stock and 500,000,000 shares
      of common stock when presently convertible shares are converted on or
      before September 30, 2009, directly owned by the directors, officers and
      the affiliate as a group.(7b)
            The
      shares comprised 5,000,000 shares of preferred stock which are convertible
      to 500,000,000 shares of common stock when the Company’s number of
      authorized shares of common stock has been increased to 3,000,000,000 or
      more, directly owned by the directors, officers and the affiliate as a
      group.(8)
            Resigned
      as a director and Chief Executive Officer on September 23, 2009, and the
      shares comprised only directly owned shares of common stock. All
      previously vested and un-vested options were cancelled on September 23,
      2009. The current address is 7, Persiaran Damansara Endah, Damansara
      Heights, 50490 Kuala Lumpur, Malaysia.(9)
            Resigned
      as a director and Chief Operating Officer on September 23, 2009, and the
      shares comprised only directly owned shares of common stock. All
      previously vested and un-vested options were cancelled on September 23,
      2009.The current address is 35, Jalan USJ 5/4, 47610 Subang UEP, Selangor,
      Malaysia.(10)
            Resigned
      as a director and Chief Officer – Greater China on September 23, 2009, and
      the shares comprised only directly owned shares of common stock. All
      previously vested and un-vested options were cancelled on September 23,
      2009. The current address is Room 1608, East Tower, No. 13, XinChengNam
      Street, TienHeDong Road, Guangzhou,
China.





ITEM
13.   CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS





For the
years ended December 31, 2009 and 2008, the Company paid rent and utilities
charge of $10,614 and $0, respectively to Mpay Services Limited, a related
company which was controlled by a director, Mr. Tey Yong Qing, at the current
market value in a normal course of business





ITEM14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





Fees
Billed For Audit and Non-Audit Services





The
following table represents the aggregate fees billed for professional audit
services rendered by ZYCPA Company Limited (formerly Zhong Yi (Hong Kong) C.P.A.
Company Limited), our current independent auditor, and all fees billed for other
services rendered by the said firms during those periods.





Years Ended December 31,
            
            2009
            
            2008Audit
      Fees (1)
            
            82,000
            
            
            62,000Audit-Related
      Fees (2)
            
            -
            
            
            -Tax
      Fees (3)
            
            -
            
            
            -All
      Other Fees (4)
            
            -
            
            
            -Total
      Accounting Fees and Services
            
            82,000
            
            
            62,000





27


(1)
            Audit Fee. These are
      fees for professional services for the audit of the Company's annual
      financial statements, and for the review of the financial statements
      included in the Company's filings on Form 10-Q, and for services that are
      normally provided in connection with statutory and regulatory filings or
      engagements.(2)
            Audit-Related Fee.
      These are fees for the assurance and related services reasonably related
      to the performance of the audit or the review of the Company's financial
      statements.





(3)
            Tax Fees. These are
      fees for professional services with respect to tax compliance, tax advice,
      and tax planning.





(4)
            All Other Fees. These
      are fees for permissible work that does not fall within any of the other
      fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax
      Fees.





Audit
Fees


“Audit
Fees” consists of fees billed for professional services rendered for the audits
of the Company’s consolidated financial statements and reviews of the interim
consolidated financial statements included in quarterly reports and services
that are normally provided by the Company’s registered public accounting firms
in connection with statutory and regulatory filings or engagements.





Audit-Related
Fees


“Audit-Related
Fees” consists of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of the Company’s
consolidated financial statements and are not reported under "Audit Fees" There
were no Audit-Related services provided in fiscal years ended December 31, 2009
and 2008.





Tax
Fees


“Tax
Fees” consists of fees billed for professional services for tax compliance, tax
advice and tax planning. There were no tax services provided in the years ended
December 31, 2009 and 2008.





Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
Independent Auditors


The Audit
Committee which comprises all the members of the Board of Directors is to
pre-approve all audit and permissible non-audit services provided by the
independent auditors. These services may include audit services, audit-related
services, tax services and other services. Pre-approval is generally provided
for up to one year and any pre-approval is detailed as to the particular service
or category of services and is generally subject to a specific budget. The
independent auditors and management are required to periodically report to the
Company’s Board of Directors regarding the extent of services provided by
the independent auditors in accordance with this pre-approval, and the fees for
the services performed to date. The Board of Directors may also pre-approve
particular services on a case-by-case basis.





ITEM15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES.





The
following documents are filed as part of the Annual Report on form
10-K:


1. All
Financial Statements: The consolidated financial statements are filed as part of
this report under Item 8 - “Financial Statements and Supplementary Data”.
All other schedules are omitted as the required information is inapplicable or
the information is presented in the Consolidated Financial statements and notes
thereto in Item 8 above.





2.
Exhibits: The following exhibits are filed herewith or are incorporated by
reference to exhibits previously filed with the SEC. Mezabay International Inc.
shall furnish copies of exhibits for a reasonable fee (covering the expense of
furnishing copies) upon request.








EXHIBITS





ExhibitNumber
            
            Description






31.1
            +
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Ian
      Shoon Hau Tsin, the Registrant’s Chief Executive
  Officer.31.2
            +
            Certification
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Karen
      Thum May Yin,, the Registrant’s Chief Financial
Officer.32.1
            +
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002, signed by King K. Ng,
      the Registrant’s Chief Executive Officer.32.2
            +
            Certification
      pursuant to 18 U.S.C. Section 1350, s adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002, signed by Thomas CL
      Wong, the Registrant’s Chief Financial
Officer.








28


SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrants
have duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on this 15th  day of April,
2010.





MEZABAY
      INTERNATIONAL INC.A
      Nevada corporationBy:
            SHOON HAU
      TSINShoon
      Hau TsinChief
      (Principal) Executive OfficerBy:
            THUM MAY
      YINThum
      May YinChief
      (Principal) Financial Officer











Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacities and on the date indicated.





Signatures
            Title
            DateSHOON HAU
      TSIN
            Director,
      Chief Executive Officer, Secretary & Treasurer
            April 15,
      2010Shoon
      Hau TsinTEY YONG
      QING
            Director
       and Chief Operating Officer
            April 15,
      2010Tey
      Yong Qing





FAN FOO
      MIN
            Director
            April 15,
      2010Fan
      Foo Min








THUM MAY
      YIN
            Director  and
      Chief Financial Officer
            April 15,
      2010Thum
      May Yin

























29