UNITED STATES SECURITIES EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-KSB  [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended September 30, 2008  [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ______ to ______  Melo Biotechnology Holdings Inc. (Name of small business issuer in its charter)  Canada0-30801N/A(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)Room 1411, West Tower,
Shuntak Center,
168-200 Connaught Rd.,
Central, Hong KongAddress of Principal Executive Office  Securities registered under Section 12(b) of the Exchange Act: None Securities registered under Section 12(g) of the Exchange Act: Common Stock, No Par Value  Check whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Exchange during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X] No [ ]  Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. [ ]  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [X]  Issuers revenues for its most recent fiscal year: CAD $1,151,184  The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of September 30, 2008: US$350,030  As of September 30, 2008, the Issuer had 1,237,134 shares of common stock issued and outstanding.  - 1 -    ITEM 1. DESCRIPTION OF BUSINESS  (a) Business Development  Melo Biotechnology Holdings Inc., (hereinafter referred to as We, Us,  Melo, or the Company) is a publicly traded company whose shares trade on the OTC Bulletin Board (the OTCBB) under the trading symbol MLOBF.   The Company was organized under the laws of Ontario, Canada, as MIAD Systems, Ltd. in March 1993.   On November 16, 2006, the Company changed its name to Melo Biotechnology Holdings, Inc. We are located at Room 1411, West Tower, Shuntak Center, 168-200 Connaught Rd., Central, Hong Kong.  On July 10, 2001, we filed a Form 10-SB registration statement with the Securities and Exchange Commission (SEC) which became effective on September 8, 2001.  Since such time, we have been subject to the reporting requirements of the Securities Exchange Act of 1934.  Prior to October 1, 2006, the Companys business consisted exclusively of a computer distribution and custom assembled personal computer system business located in Ontario, Canada.  Subsequent to October 1, 2006, following a change of control in the Company, as reported on a Form 8-K filed with the SEC on August 2, 2006, the Company formed a wholly-owned subsidiary, Melo Biotechnology Limited (Melo HK), a British Virgin Islands corporation, to engage in the sales of health products in Hong Kong.  Following the establishment of Melo HK, on October 10, 2006, the Company entered into an Asset Sale, Purchase and Transfer Agreement (the Asset Sale Agreement) with MIAD Information Systems Ltd., a Canadian corporation (MIAD Information).  Pursuant to the terms of the Asset Sale Agreement, the Company agreed to sell to MIAD Information, and MIAD Information agreed to purchase, all of the rights, properties, and assets used in the conduct of the Companys computer distribution and custom assembled personal computer system business located exclusively in Ontario, Canada (the Computer Business).  The transaction did not relate to or affect any of the Companys other business operations.  As consideration for the purchase of the Computer Business, MIAD Information assumed all liabilities associated with the Companys Computer Business.  As the date of closing under the Asset Sale Agreement, November 22, 2006, the Companys Computer Business had liabilities which exceeded its assets.  Therefore, as a result of the transaction, the Company transferred all assets relating to the Companys computer business and Miad Information assumed all liabilities relating to the Companys computer business.  Under the terms of the Agreement, the Company retained no liability for any aspect of the Companys Computer Business.  Additionally, Miad Information agreed to indemnify the Company for any potential liability that may arise out of the sale of the rights, properties and assets used in the Companys Computer Business.  Consequently, because the liabilities of the Companys Computer Business exceeded its assets, the transaction resulted in an increase in the net assets and in the shareholder equity of the Company.  On October 30, 2006, a majority of the shareholders of the Company approved a proposal submitted by the Board of Directors to: 1) change the Companys name to Melo Biotechnology Holdings Inc; and 2) decrease the number of issued and outstanding shares of the Company through authorization of a 1:3 reverse stock split of all issued and outstanding shares, without causing a reduction in the total number of authorized shares.  (b) Business of the Company  Overview  - 2 -       The Company, through its wholly owned subsidiary, Melo HK, develops, trades and markets health products, with a primary focus on nutritional supplements, in Hong Kong. The business operations of Melo HK are the Companys only business operations.  Melo HK purchases nutritional supplements from manufacturers in both the United States and China and then distributes the products in Hong Kong.  Products  During the fiscal year ended September 30, 2008, there are no material changes in our product mix. We currently market and sell twenty-four (24) various types of nutritional supplements. These products are divided into six broad categories: 1) feminine health products; 2) masculine health products; 3) general vitamins and supplements; 4) immunity enhancement and support products; 5) products oriented towards supporting a modern lifestyle; 6) life stage specific products. Within and across the categories products are targeted at a variety of health benefits and solutions. Not all of our products are offered in every geographical market.  The following is a list of the twenty-three of the products that we currently distribute:  Feminine Health Products · Womans Formula. - Provides relief for PMS and menopause related problems. · Life Spring - Clarifies and nourishes the skin as well as providing relief from some symptoms of hormonal imbalance experienced during menstruation. · Harmony - Regulates mood swings that may occur during menstruation.  This product can also improve skin tone as well as help with blood pressure. · Revive - Moistens the skin and restores elasticity, leaving skin looking and feeling younger. · Tone - A slimming formula to help detoxify the system and improve digestion.  Masculine Health Products · Prostate Health - This supplement is formulated to protect the prostate gland. · Superman - A formula of oriental origin to help improve satisfaction with lovemaking.  General Vitamins and Supplements · 100% Natural Vitamin - Helps to eliminate free radicals and improve blood circulation E&C resulting in lower risks of heart disease and certain cancers. · Super Vitamin B Complex - This combination of B complex vitamins can help increase vitality, improve skin condition and eliminate mouth odor. · Harp Seal Oil - Rich in omega 3, EPA and DHA, Harp Seal Oil helps maintain a healthy heart and a strong immune system.  Immunity Enhancement and Support Products · Immunity Active Peptide - On oriental formula for strengthening the immune system and improving the function of the liver and kidneys. · Liquid Compound Calcium - An immunity boosting formula aimed at children, post Amino Acid menopausal women and seniors. · Red Glossy Ganoderma - A Chinese herb based formula for increasing stamina, improving sleep quality and enhancing the immune system. · OPC Antioxidant - This formula can neutralize free radicals that are believed to cause many cancers, as well as generally boosting the immune system. · Immunity Protein - An immunoglobulin formula that can boost the immune system and speed up recovery from illness.  Modern Lifestyle Supporting Products  - 3 -      · Liverex - A blend of herbal extracts and vitamins formulated for people with hectic business and social lives.  Liverex can help eliminate toxins and stimulate the repair of liver cells. · Better Mood - A combination of ten therapeutic herbs formulated to improve the quality of sleep and reduce anxiety.  Life Stage Specific Products · Swiftlet nest - Swiftlet nest has been used for centuries in Asia to maintain skin tone and keep skin supple and looking young. It is also believed to balance qi and strengthen the lungs. · Kids Omega 3 Complex - Premium quality fish oil fortified with taurine, especially formulated for children. · Glucosamine - This formula helps reduce inflammation and stiffness associated with osteoarthritis. · Super OPC EGCG - EGCG can help improve and maintain cardiovascular health, fight free radicals and reduce the signs of aging. · Original Marine Protein - The collagen and rosehip extract in this formula can nourish the skin making it look younger with fewer wrinkles. · Ginkgo Biloba- Ginkgo Biloba can help improve blood circulation and is particularly beneficial to the cardiovascular and cerebrovascular systems.  Distribution Methods  Our products are manufactured by suppliers both in the United States and China.  Once the Company receives its products from the suppliers, the Company then distributes the products to sales agents in Hong Kong.  The sales agents then market and sell the products to various internet based vendors throughout mainland China and Hong Kong.  Customers and Marketing  Customers  The Companys customers are internet based companies that maintain a strong network and customer base throughout China.  Marketing  Our business is particularly subject to changing consumer trends and preferences. Our continued success is the result of our ability to anticipate and respond to these changes; through our marketing efforts, we respond in a timely or commercially appropriate manner to such changes. Because markets for nutrition supplement products differentiate geographically, we have accurately assessed demand in each specific market into which we wish to make sales.  The nutritional supplement industry is characterized by rapid product development, with significant competitive advantages gained by companies that introduce products that are first to market, deliver constant innovation in products and techniques, offer frequent new product introductions and have competitive prices. Our future growth partially depends on our ability to develop products that are more effective in meeting consumer needs. In addition, we must be able to manufacture and effectively market those products.  The success of our new product offerings depends upon a number of factors, including our ability to:  · accurately anticipate consumer needs;  - 4 -      · innovate and develop new products; · successfully commercialize new products in a timely manner; · price our products competitively; · manufacture and deliver our products in sufficient volumes and in a timely manner; and · differentiate our product offerings from those of our competitors.  Competition  Our main competitors are direct sales companies, such as Amway, Avon, Mary Kay, Nu Skin, Herbalife, SunRider, Unicity Network, FLP and Morinda. Some of these competitors have been granted a direct selling business license in China pursuant to China's recent regulations governing direct selling.  Such licenses may give the Companys competitors a business advantage over the Company.  Intellectual Property  The Company does not own any trademarks or patents on any of the products that is sells or methods that it utilizes in such sales.  Other parties are actively developing products similar to those that we distribute. We expect these parties to continue to take steps to protect these products, including seeking patent protection. There may be patents issued or pending that are held by others and cover significant parts of our business methods or services. We cannot be certain that our products do not or will not infringe on any valid patents, copyrights or other intellectual property rights held by third parties. We may be subject to legal proceedings and claims, from time to time, relating to the intellectual property of others in the ordinary course of our business.  In addition, we may license products or technology from third parties. The market is evolving and we may need to license additional products or technologies to remain competitive. We may not be able to license these products or technologies on commercially reasonable terms or at all. In addition, we may fail to successfully integrate any licensed technology or products into our services. Our inability to obtain any of these licenses could delay product and service development until alternative technologies can be identified, licensed and integrated.  Government Regulations  Nutritional supplements are considered to be "ordinary food" and therefore, they do not require any type of specific health certificate.  Additionally, because the Company sells all its products to internet trading companies based in Hong Kong, the effect of Governmental regulations on the Companys business is minimal with regards to the importation and exportation of products.  Research and Development  We did not carry out any research and development activities in 2008, and do not have any specific plans for research and development in 2009.  Employees  At present, we have 4 full time employees and 3 part-time employees. We presently do not have pension, health, annuity, insurance, stock options, profit sharing and similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employees.  Subsequent Event  - 5 -       Subsequent to the fiscal year ended September 30, 2008, as disclosed on Form 8-K filed with the SEC on December 10, 2008, on December 4, 2008, the Company entered into an Agreement for Share Exchange (the Exchange Agreement) with Melo Biotechnology Limited (Melo Limited), a British Virgin Islands corporation, Melo International Holdings Limited, a British Virgin Islands corporation (Melo International) and the shareholders of the Melo International (the Shareholders).  Pursuant to the terms of the Exchange Agreement the Company agreed to issue a total of 22,127,000 shares of its restricted common stock to the Shareholders in exchange for the transfer by the Shareholders of all of the issued and outstanding common stock of Melo International to the Companys wholly-owned subsidiary, Melo Limited, thereby making Melo International a wholly-owned subsidiary of the Company (the Share Exchange).  The foregoing description of the Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Exchange Agreement, which is filed as Exhibit 2.1 to the Form 8-K filed with the SEC on December 10, 2008 and is hereto and incorporated herein by reference.  Upon the closing of the Share Exchange on December 4, 2008, the Shareholders delivered all of their equity capital in Melo International to the Companys subsidiary, Melo Limited, in exchange for a total of 22,127,000 shares of common stock of the Company.  Prior to completion of the Share Exchange, the Company had 1,237,134 shares of common stock issued and outstanding.  Immediately following completion of the Share Exchange, the Company had a total of approximately 23,364,134 shares of its common stock issued and outstanding.  As a result of the Share Exchange, Melo International became a wholly-owned subsidiary of the Company. Melo International engages in the trading of health products. Through the closing of the Share Exchange, the Company succeeded to the business of Melo International.  The Company will carry on the business of Melo International in addition to its other business operations. The Chart below depicts the corporate structure of the Company as of the date of this 8-K.  The Company owns 100% of the capital stock of Melo Limited and has no other direct subsidiaries.  Melo Limited owns 100% of the capital stock of Melo International and has no other direct subsidiaries.  Melo International has no subsidiaries. [melo10ksb91302008final001.jpg]  - 6 -      Reports to Security Holders  We are subject to the reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder, and, accordingly file reports, information statements or other information with the Securities and Exchange Commission, including quarterly reports on Form 10-QSB, annual reports on Form 10-KSB, reports of current events on Form 8-K, and proxy or information statements with respect to shareholder meetings.  Although we may not be obligated to deliver an annual report to our shareholders, we intend to voluntarily send such a report, including audited financial statements, to our shareholders each year. The public may read and copy any materials we file with the Securities and Exchange Commission at its Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission at http://www.sec.gov.  ITEM 2. PROPERTIES  Our facilities are located at Unit 1411, West Tower, Shuntak Centre, Sheung Wan, Hong Kong. The facility is a modern, secure, commercial building. Through a commercial lease which expires in early 2009, we currently occupy 1,500 square feet of service and office space.Our monthly rent is US$5,000 per month.  ITEM 3. LEGAL PROCEEDINGS  We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting the Company, our common stock, any of our subsidiaries or of our Company's or our Company's subsidiaries' officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  No matters were submitted to the shareholders for a vote during the quarter ended September 30, 2008  PART II  ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS  (a) Market Information.  The Companys shares trade on the OTCBB under the symbol MLOBF.  From June 1999 until our listing on the OTCBB in November 2001, we traded in the pink sheets under the trading symbol MIAD.   On November 14, 2006 the Company name change from MIAD Systems Limited to Melo Biotechnology Holdings Inc. became effective and the stock ceased trading under the symbol "MIADF". With the reverse 1:3 common stock split effective, the common stock started trading on the OTCBB under the symbol "MLOBF."  The following table sets forth the high and low bid prices of our common stock (USD) for the last two fiscal years and subsequent interim period, as reported by the National Quotation Bureau and represents inter  - 7 -      dealer quotations, without retail mark-up, mark-down or commission and may not be reflective of actual transactions:  (U.S. $)2007HIGHLOWQuarter Ended March 31$.80$0.50Quarter Ended June 30$1.95$0.45Quarter Ended September 30$2.23$1.21Quarter Ended December 31$1.98$1.502008HIGHLOWQuarter Ended March 31$1.88$.86Quarter Ended June 30$1.01$.35Quarter Ended September 30$1.01$.35Quarter Ended December 31$.65$.20  (b) Holders.  As of September 30, 2008 there were 1,237,134 shares of common stock issued and outstanding and 11 shareholders of record.  (c) Dividends.  The Company has not declared or paid any cash dividends on its common stock during the fiscal years ended September 30, 2008 or 2007.  There are no restrictions on the common stock that limit the ability of us to pay dividends if declared by the Board of Directors and  the loan agreements and general security agreements covering the Companys assets do not limit its ability to pay dividends.  The holders of common stock are entitled to receive dividends when and if declared by the Board of Directors, out of funds legally available therefore and to share pro-rata in any distribution to the stockholders. Generally, the Company is not able to pay dividends if after payment of the dividends, it would be unable to pay its liabilities as they become due or if the value of the Companys assets, after payment of the liabilities, is less than the aggregate of the Companys liabilities and stated capital of all classes.  ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Forward Looking Statements  CERTAIN STATEMENTS IN THIS REPORT, INCLUDING STATEMENTS IN THE FOLLOWING DISCUSSION, ARE WHAT ARE KNOWN AS "FORWARD LOOKING STATEMENTS", WHICH ARE BASICALLY STATEMENTS ABOUT THE FUTURE. FOR THAT REASON, THESE STATEMENTS INVOLVE RISK AND UNCERTAINTY SINCE NO ONE CAN ACCURATELY PREDICT THE FUTURE. WORDS SUCH AS "PLANS," "INTENDS," "WILL," "HOPES," "SEEKS," "ANTICIPATES," "EXPECTS "AND THE LIKE OFTEN IDENTIFY SUCH FORWARD LOOKING STATEMENTS, BUT ARE NOT THE ONLY INDICATION THAT A STATEMENT IS A FORWARD LOOKING STATEMENT. SUCH FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS CONCERNING OUR PLANS AND OBJECTIVES WITH RESPECT TO THE PRESENT AND FUTURE OPERATIONS OF THE COMPANY, AND STATEMENTS WHICH EXPRESS OR IMPLY THAT SUCH PRESENT AND FUTURE OPERATIONS WILL OR MAY PRODUCE REVENUES, INCOME OR PROFITS. NUMEROUS FACTORS AND FUTURE EVENTS COULD CAUSE THE COMPANY TO CHANGE SUCH PLANS AND OBJECTIVES OR FAIL TO SUCCESSFULLY IMPLEMENT SUCH PLANS OR ACHIEVE SUCH OBJECTIVES, OR CAUSE SUCH PRESENT AND FUTURE OPERATIONS TO FAIL TO PRODUCE REVENUES, INCOME  - 8 -      OR PROFITS. THEREFORE, THE READER IS ADVISED THAT THE FOLLOWING DISCUSSION SHOULD BE CONSIDERED IN LIGHT OF THE DISCUSSION OF RISKS AND OTHER FACTORS CONTAINED IN THIS REPORT ON FORM 10-KSB AND IN THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. NO STATEMENTS CONTAINED IN THE FOLLOWING DISCUSSION SHOULD BE CONSTRUED AS A GUARANTEE OR ASSURANCE OF FUTURE PERFORMANCE OR FUTURE RESULTS.   Overview  The Company, through its wholly owned subsidiary, Melo HK, develops, trades and markets health products, which are mainly nutritional supplements, in Hong Kong. The business operations of Melo HK are the Companys only business operations.  Melo HK purchases nutritional supplements from manufacturers and distributors in both the United States and China and then distributes the products in Hong Kong.  Results of Operations  The following discussion and analysis provide information that we believe is relevant to an assessment and understanding of our results of operation and financial condition for the fiscal year ended September 30, 2008.  The following discussion should be read in conjunction with the Financial Statements and related Notes appearing elsewhere in this Form 10-KSB.  All figures stated herein are in Canadian dollars.  Year Ended September 30, 2008 Compared with Year Ended September 30, 2007  Revenues.  During the fiscal year ended September 30, 2008, the Company had operating revenues of CAD $1,151,184, as compared to revenues of CAD $2,442,041 for the fiscal year ended September 30, 2007.  This decrease in revenue is attributable to deterioration in demand of health products mainly caused by the following events:  a) The snowstorm in China in January and February 2008; b) The Sichuan earthquake in China in May 2008; c) The negative wealth effect resulted from the continuous downturn of the China and Hong Kong stock markets; and d) The adverse global economic conditions which occurred in September 2008.  Costs of Revenue.The cost of revenue for the fiscal year ended September 30, 2008 was CAD $476,476, as compared to CAD $956,592 for the fiscal year ended September 30, 2007.  The gross profit margin is kept relatively stable and therefore the decrease in cost of goods sold is in line with the decrease in sales.  Operating Expenses.  Operating expenses for the fiscal year ended September 30, 2008 were CAD $380,223.  Of this, CAD $172,556 was allocated to Selling and Distribution, CAD $207,667 was allocated to General and Administrative Expenses.  Operating expenses for the fiscal year ended September 30, 2007 were CAD $372,103.  Of this, CAD $106,638 was allocated to Selling and Distribution, CAD $265,465 was allocated to General and Administrative Expenses. The increase in Selling and Distribution expenses is mainly attributable to the payment of the salary of the Chief Executive Officer who joined the Company in January 2008.  The decrease in General and Administrative expenses is mainly attributable to the decrease in legal and professional fees experienced by the Company .  - 9 -       Net Gain.The Company had a net gain for the fiscal year ended September 30, 2008 of CAD $254,765, as compared to a larger net gain of CAD $ 1,292,561 for the fiscal year ended September 30, 2007.  Liquidity and Capital Resources.  The Company anticipates that the existing cash and cash equivalents on hand, together with the net cash flows generated from its business activities will be sufficient to meet the working capital requirements for the on-going projects and to sustain the business operations for the next twelve months.  As of September 30, 2008, our audited balance sheet reflects that we have cash and cash equivalents of CAD $1,156,655, total current assets of CAD $1,492,455, total assets of CAD $1,499,489, total liabilities of CAD $250,481, and total stockholders equity of CAD $1,249,008.  The net cash provided by operating activities for the fiscal year ended September 30, 2008 was CAD $316,787.  The net cash used in investing activities for the fiscal year ended September 30, 2008 was zero.  ITEM 7. FINANCIAL STATEMENTS  The financial statements of the Company required by Regulation S-B are attached to this report.                                 - 10 -       MELO BIOTECHNOLOGY HOLDINGS, INC.  AUDITED FINANCIAL STATEMENTS  FOR THE YEARS ENDED SEPTEMBER 30, 2008 AND 2007  INDEX TO FINANCIAL STATEMENTS      PageReport of Independent Registered Public Accounting Firm12Comments by Auditors for US Readers on Canada  US Reporting Difference--Balance Sheet13Statement of Income14Statement of Cash Flows15Statement of Shareholders' Deficiency16Notes to the Financial Statements17  24                   - 11 -    JTC FAIR SONG CPA FIRM CERTIFIED PUBLIC ACCOUNTANTS, PEOPLES REPUBLIC OF CHINA Room 20HH08, 20/F., Eu Hua Mansion, Huangmugang, Futian, Shenzhen, China. (Postal code : 518035) Tel: (852) 2377 0131    Fax: (852) 2184 0922   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF MELO BIOTECHNOLOGY HOLDINGS INC. (INCORPORATED IN CANADA)   We have audited the accompanying consolidated balance sheet of Melo Biotechnology Holdings Inc. as of September 30, 2008 and the related statements of operations, changes in stockholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.  We conducted our audit 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 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 audit included 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 financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provide a reasonable basis for our opinion.  In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2008, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. .    /s/ JTC FAIR SONG CPA FIRM  CERTIFIED PUBLIC ACCOUNTANTS, PRC  Shenzhen February 13, 2009   - 12 -    Melo Biotechnology Holdings Inc. Consolidated Balance Sheets (Stated in Canadian Dollars) As of September 30, 2008 and 2007  September 30September 3020082007ASSETSCurrent assetsCash and cash equivalent1,156,655839,868Accounts receivables (note 4)335,800362,863Total current assets1,492,455Plant and equipment (note 5)7,03410,790TOTAL ASSETS1,499,4891,213,521LIABILITIES AND STOCKHOLDERS EQUITYLIABILITIESCurrent liabilitiesAccounts payables and accrued liabilities (note 6)9,48128,278Income taxes payable241,000191,000Total current liabilities250,481TOTAL LIABILITIES250,481219,278STOCKHOLDERS EQUITYFirst preference shares without par value, authorized -Unlimited; issued and outstanding  NilCommon shares without par value, authorized  unlimited;Issued and outstanding 1,237,134590,299590,299Surplus658,709403,944TOTAL STOCKHOLDERS SURPLUS1,249,008994,243TOTAL LIABILITIES AND STOCKHOLDERS EQUITY1,499,4891,213,521           See Notes to Consolidated Financial Statements   - 13 -    Melo Biotechnology Holdings Inc. Consolidated Statements of Income (Stated in Canadian Dollars) For the Years Ended September 30, 2008 and 2007   Year ended Sept 3020082007Revenue$1,151,1842,442,041COST OF SALES476,476956,592GROSS PROFIT674,7081,485,449OPERATING EXPENSESSelling and distribution172,556106,638General and administrative207,667265,465380,223372,103INCOME FROM OPERATIONS294,4851,113,346gain on disposal of subsidiary (Note 9)-298,318other COMPREHENSIVE income10,28071,897304,7651,483,561PROVISION FOR TAXATION(50,000)(191,000)NET INCOME$254,7651,292,561NET INCOME PER SHARE:BASIC AND DILUTED$0.2061.045WEIGHTED AVERAGE SHARES OUTSTANDINGBASIC AND DILUTED1,237,1341,237,134        See Notes to Consolidated Financial Statements    - 14 -    Melo Biotechnology Holdings Inc. Consolidated Statement of Cash Flows (Stated in Canadian Dollars) For the Year Ended September 30, 2008 and 2007   Year ended September 30,20082007Cash flows from operating activitiesNet income for the year304,7651,483,561Adjustments to reconcile net income to netCash (used in) provided by operating activities:Gain on disposal of a subsidiary-(298,318)Amortization and depreciation3,7563,738Cash effect of changes in:Accounts receivable27,063(362,863)Accounts payables and accrued liabilities(18,797)28,278Net cash inflows from operating activities316,787854,396Cash flows from investing activitiesPurchase of equipment-(14,528)Net cash outflows used in investing activities-(14,528)Cash flows from financing activitiesLoan from related parties-443,891Repayment of loan from related parties-(443,891)Net cash inflows provided by financing activities--Net increase/(decrease) in cash and cash equivalents316,787839,868Cash and cash equivalents - beginning of year839,868-Cash and cash equivalents - end of year1,156,655839,868            See Notes to Consolidated Financial Statements    - 15 -     Melo Biotechnology Holdings Inc. Consolidated Statement of Stockholders equity (Stated in Canadian Dollars) For the Year Ended September 30, 2008 and 2007   AccumulatedOtherCommonRetainedComprehensiveStockEarningsIncomeTotalAs at October 1, 2006590,299$(888,617)$-$(298,318)Net income-1,220,664-1,220,664Foreign currencyTranslation adjustment--71,89771,897As at September 30, 2007590,299332,04771,897994,243Net income-244,485-244,485Foreign currencyTranslation adjustment--10,28010,280As at September 30, 2008590,299$576,532$82,177$1,249,008                       See Notes to Consolidated Financial Statements   - 16 -    Melo Biotechnology Holdings Inc. Notes to the Consolidated Financial Statements September 30, 2008   NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES  Melo Biotechnology Holdings Inc., (hereinafter referred to as the Company) is a publicly traded company whose shares trade on the OTC Bulletin Board under the trading symbol MLOBF.   The Company was organized under the laws of Ontario, Canada, as MIAD Systems, Ltd in March 1993.   On November 16, 2006, the Company changed its name to Melo Biotechnology Holdings, Inc. The registered office of the Company is located at Room 1411, West Tower, Shuntak Center, 168-200 Connaught Rd., Central, Hong Kong.  Prior to October 1, 2006, the Companys business consisted exclusively of a computer distribution and custom assembled personal computer system business located in Ontario, Canada.  Subsequent to October 1, 2006, following a change of control in the Company, as reported on a Form 8-K filed with the Securities and Exchange Commission on August 2, 2006, the Company formed a wholly-owned subsidiary, Melo Biotechnology Limited (Melo HK), a British Virgin Islands corporation, to engage in the sales of health products in Hong Kong.  Following the establishment of Melo HK, on October 10, 2006, the Company entered into an Asset Sale, Purchase and Transfer Agreement (the Asset Sale Agreement) with MIAD Information Systems Ltd., a Canadian corporation (MIAD Information).  Pursuant to the terms of the Asset Sale Agreement, the Company agreed to sell to MIAD Information, and MIAD Information agreed to purchase, all of the rights, properties, and assets used in the conduct of the Companys computer distribution and custom assembled personal computer system business located exclusively in Ontario, Canada (the Computer Business).  The transaction did not relate to or affect any of the Companys other business operations. As consideration for the purchase of the Computer Business, Miad Information assumed all liabilities associated with the Companys Computer Business.  As the date of closing under the Asset Sale Agreement, November, 22, 2006, the Companys Computer Business had liabilities which exceeded its assets.  Therefore, as a result of the transaction, the Company transferred all assets relating to the Companys computer business and Miad Information assumed all liabilities relating to the Companys computer business.  Under the terms of the Agreement, the Company retained no liability for any aspect of the Companys Computer Business.  Additionally, Miad Information agreed to indemnify the Company for any potential liability that may arise out of the sale of the rights, properties and assets used in the Companys Computer Business.  Consequently, because the liabilities of the Companys Computer Business exceeded its assets, the transaction resulted in an increase in the net assets and in the shareholder equity of the Company.  On October 30, 2006, a majority of the shareholders of the Company approved a proposal submitted by the Board of Directors to: 1) change the Companys name to Melo Biotechnology Holdings Inc; and 2) decrease the number of issued and outstanding shares of the Company through authorization of a 1:3 reverse stock split of all issued and outstanding shares, without causing a reduction in the total number of authorized shares.  The Company, through its wholly owned subsidiary, Melo HK, develops, trades and markets health products, which are mainly nutritional supplements, in Hong Kong. The business operations of Melo HK are the Companys only business operations.  Melo HK purchases nutritional supplements from manufacturers in both the United States and China and then distributes the products in Hong Kong.    - 17 -    The financial statements contain the consolidated amounts of the Company and its wholly owned subsidiary, Melo Biotechnology Limited.   NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (a) Basis of accounting  The Company's financial statements were prepared using Canadian generally accepted accounting principles ("GAAP", which differs in some respects from US GAAP. There are no material differences between Canadian GAAP and US GAAP in the balance sheets of the Company as at September 30, 2007 and 2006, and the statements of income, stockholders' equity and cash flows for the years then ended.  (b) Principles of consolidation  For the years ended and as of September 30, 2008 and 2007, the consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions have been eliminated.  (c) Economic and Political Risk  The Companys major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kongs economy may influence the Companys business, financial condition, and results of operations.  The Companys major operations in Hong Kong are subject to considerations and significant risks typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Companys results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.  (d) Cash and Cash Equivalents  The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.  (e) Accounts Receivable  Trade receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. Bad debts incurred during the years ended September 30, 2008 and 2007 are both Nil..  (f) Inventories  Inventories consisting of goods for resale are stated at the lower of cost or net realizable value. Inventory costs are calculated using an average cost basis. There are no inventory as of September 30, 2008.  (g) Plant and Equipment    - 18 -    Plant and equipment are carried at cost less accumulated depreciation. The cost of maintenance and repairs is charged to the statement of operations as incurred, whereas significant renewals and betterments are capitalized. The cost and the related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of operations.  (h) Depreciation and Amortization  The Company provides for depreciation of plant and equipment principally by use of the straight-line method for financial reporting purposes. Plant and equipment are depreciated over the following estimated useful lives:   Office equipment 4 years Computer equipment 4 years  The depreciation expense for the year ended September 30, 2008 and 2007 amounted to $3,756 and $3,783 respectively.  (i) Accounting for the Impairment of Long-Lived Assets  The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows 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 amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no impairments of long-lived assets for the years ended September 30, 2008 and 2007.  (j) Income Tax  The Company has adopted the provisions of statements of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which incorporates the use of the asset and liability approach of accounting for income taxes. The Company allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.  In accordance with the relevant tax laws and regulations of Hong Kong, the corporation income tax rate applicable is 17.5%.  The Company's income tax expense for year ended September 30, 2008 and 2007 were HK$50,000 and $191,000 respectively.  (k) Fair Value of Financial Instruments  The carrying amounts of the Company's cash, accounts receivable, accounts payable and accrued expenses approximate fair value because of the short maturity of these items. Term debt secured by various properties have interest rates attached to them commensurate with the finance market at the time and management believes approximate fair values in the short as well as the long term. It is currently not practicable to estimate the fair value of the other debt obligations because these note agreements contain   - 19 -    unique terms, conditions, covenants and restrictions which were negotiated at arm's length with the Company's lenders, and there is no readily determinable similar instrument on which to base an estimate of fair value. Accordingly, no computation or adjustment to fair value has been determined.  (l) Revenue Recognition  Revenue represents the invoiced value of goods sold recognized upon the delivery of goods to customers. Revenue is recognized when all of the following criteria are met:  a) Persuasive evidence of an arrangement exists, b) Delivery has occurred or services have been rendered, c) The seller's price to the buyer is fixed or determinable, and d) Collectibility is reasonably assured.  (m) Earnings Per Share  Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the year. Diluted earnings per share is computed similar to basic earnings 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 shares had been issued and if the additional common shares were dilutive.  As of September 30, 2008 and 2007, there were no common share equivalents outstanding.  (n) Use of Estimates  The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.  (o) Retirement Benefits  Hong Kong mandates companies to operate a mandatory provident fund scheme, which is available to all employees in Hong Kong. Both the Company and the employees are required to contribute 5% (subject to an aggregate amount of $256) per month of the employees relevant income.  Contributions from the Company are 100% vested in the employees as soon as they are paid to the scheme.  Contributions to the scheme are expensed in the statement of operations as they become payable in accordance with the rules of the scheme.  The assets of the scheme are held separately from those of the Company and managed by independent professional fund managers.  The Company provides no other retirement benefits to its employees.  (p) Comprehensive Income  Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements.  Comprehensive income includes net income and the foreign currency translation gain, net of tax.  (q) Foreign Currency Translation   - 20 -     The accompanying consolidated financial statements are presented in Canadian dollars (CAD$). The functional currency of the Company is the Hong Kong dollar (HK$). Capital accounts of the financial statements are translated into Canadian dollars from HK$ at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year.  The translation rates are as follows:  September 30, 08September 30, 07Year end HK$ : CAD$ exchange rate0.1364560.128191Average yearly HK$ : CAD$ exchange rate0.1323240.135656  (r) Recent Accounting Pronouncements  In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, as amended, Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement 109(FIN 48), which clarifies the accounting for uncertainty in tax positions.  FIN 48 provides that the tax effects from an uncertain tax position can be recognized in our financial statements only if the position is more likely than not of being sustained on audit, based on the technical merits of the position.  The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. The adoption of FIN 48 had no material impact to the Companys financial statement.  In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, SFAS 157 does not require any new fair value measurement. SFAS 157, as originally issued, was effective for fiscal years beginning after November 15, 2007. However, on December 14, 2007, the FASB issued FASB Staff Position FAS157-b, which proposed deferring the effective date of SFAS 157 for one year, as it relates to non-financial assets and liabilities. The Company will adopt SFAS 157 as it relates to financial assets and liabilities beginning in the first quarter of fiscal 2009. The Company is evaluating the impact that the adoption of SFAS 157 will have on its financial statements  During February 2007, the FASB issued SFAS No 159, The Fair Value Option for Financial Assets and Financial Liabilities (SFAS 159) which permits all entities to choose, at specified election dates, to measure eligible items at fair value. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, and thereby mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. The Company is evaluating the impact that this Statement will have on its financial statements.  In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations(SFAS 141R). The statement retains the purchase method of accounting for acquisitions, but requires a number   - 21 -    of changes, including changes in the way assets and liabilities are recognized in the purchase accounting. It also changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition-related costs as incurred. SFAS 141R is effective for fiscal years beginning after December 15, 2008. The Company will adopt SFAS 141R beginning in the first quarter of fiscal year 2010 and will apply the standard prospectively to business combinations completed on or after that date.  In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51 (SFAS 160).  SFAS 160 establishes accounting and reporting standards for noncontrolling interests in a subsidiary and for the deconsolidation of a subsidiary.  Minority interests will be recharacterized as noncontrolling interests and classified as a component of equity.  It also establishes a single method of accounting for changes in a parents ownership interest in a subsidiary and requires expanded disclosures.  SFAS 160 is effective for fiscal years beginning on or after December 15, 2008, with early adoption prohibited.  The Company will adopt SFAS 160 beginning in the first quarter of fiscal year 2010 and will apply the standard prospectively to business combinations completed on or after that date.   NOTE 3 - GOING CONCERN  These financial statements have been prepared on a going concern basis, which assume that the Company will continue in operation for the foreseeable future and accordingly will be able to realize its assets and discharge its liabilities in the normal course of operations.   NOTE 4 -  CONCENTRATION OF CREDIT RISK OF ACCOUNTS RECEIVABLES  The Company has no significant off-balance sheet concentration of credit risk such as foreign exchange contracts, options contracts or other foreign currency hedging arrangements. Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of accounts receivable. Concentration of credit risk with respect to accounts receivable is limited to a single customer to whom the Company makes substantial sales with a credit period of 60 days. At September 30, 2008, this single customer accounted for all of the Company's receivables, amounting to CAD$335,800 (September 30, 2007 - one customer accounted for 100% of the Company's receivables and no single customer accounted for greater than 10% of the Companys sales). All the balances have been settled subsequent to the year end. The Company regularly monitors the creditworthiness of this customer and believes that it has adequately provided for exposure to potential credit losses.   NOTE 5 - PLANT AND EQUIPMENT  September 30September 30Accumulated20082007CostDepreciationNetNetOffice equipment6,9703,5943,3765,178Computer equipment7,5583,9003,6585,61214,5287,4947,03410,790  All the office and computer equipment have useful lives of 4 years.    - 22 -     NOTE 6 -  ACCOUNTS PAYABLES AND ACCRUED LIABILITIES  The balances represent mainly trade payables and accrued audit fee which are all current.  NOTE 7  INCOME TAX AND DEFERRED TAX LIABILITIES  Corporation Income Tax ("CIT")  In accordance with the relevant tax laws and regulations of Hong Kong, the statutory corporate income tax rates are 17.5% for the year ended September 30, 2008.  The actual and effective corporate income tax was 12.9% for the years ended September 30, 2008 and 2007, respectively.  The provisions for income taxes for each of the two years ended September 30, 2008 and 2007 are summarized as follows: As of September 30,20082007Current$50,000$191,000Deferred--TOTAL$50,000$191,000  There are no other timing differences between reported book or financial income and income computed for income tax purposes.  Therefore, the Company has made no adjustment for deferred tax assets or liabilities.  NOTE 8 - COMMON STOCK  On October 30, 2006, a majority of the shareholders of the Company approved a proposal submitted by the Board of Directors to decrease the number of issued and outstanding shares of the Company through authorization of a 1:3 reverse stock split of all issued and outstanding shares, without causing a reduction in the total number of authorized shares. The Company previously had a total of 3,711,400 shares issued and outstanding. This reverse split reduced the number of issued and outstanding shares to approximately 1,237,134 shares.  NOTE 9 - DISPOSAL OF A SUBSIDIARY  On October 10, 2006, the Company entered into an Asset Sale, Purchase and Transfer Agreement (the Asset Sale Agreement) with MIAD Information Systems Ltd., a Canadian corporation (MIAD Information).  Pursuant to the terms of the Asset Sale Agreement, the Company agreed to sell to MIAD Information, and MIAD Information agreed to purchase, all of the rights, properties, and assets used in the conduct of the Companys computer distribution and custom assembled personal computer system business located exclusively in Ontario, Canada (the Computer Business).  The transaction did not relate to or affect any of the Companys other business operations. As consideration for the purchase of the Computer Business, Miad Information assumed all liabilities associated with the Companys Computer Business.  As the date of closing under the Asset Sale Agreement, November, 22, 2006, the Companys Computer Business had liabilities which exceeded its assets.  Therefore, as a result of the transaction, the Company transferred all assets relating to the Companys computer business and Miad Information assumed all   - 23 -    liabilities relating to the Companys computer business.  Under the terms of the Agreement, the Company retained no liability for any aspect of the Companys Computer Business.  Additionally, Miad Information agreed to indemnify the Company for any potential liability that may arise out of the sale of the rights, properties and assets used in the Companys Computer Business.  Consequently, because the liabilities of the Companys Computer Business exceeded its assets, the transaction resulted in an increase in the net assets and in the shareholder equity of the Company.   NOTE 10  SIGNIFICANT SUBSEQUENT EVENT  Subsequent to the fiscal year ended September 30, 2008, as disclosed on Form 8-K filed with the SEC on December 10, 2008, on December 4, 2008, the Company entered into an Agreement for Share Exchange  (the Exchange Agreement) with Melo Biotechnology Limited, a British Virgin Islands corporation, Melo International Holdings Limited, a British Virgin Islands corporation and the shareholders of the Melo International Holdings Limited (the Shareholders).  Pursuant to the terms of the Exchange Agreement the Company agreed to issue a total of 22,127,000 shares of its restricted common stock to the Shareholders in exchange for the transfer by the Shareholders of all of the issued and outstanding common stock of Melo International Holdings Limited to the Companys wholly-owned subsidiary, Melo Biotechnology Limited, thereby making Melo International Holdings Limited, a wholly-owned subsidiary of the Company.     - 24 -    ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE MATTERS  There have been no changes or disagreements with our accountants on accounting and financial disclosure.  ITEM 8A(T). CONTROLS AND PROCEDURES  Disclosure Controls and Procedures  The Securities and Exchange Commission defines the term disclosure controls and procedures to mean a company's controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuers management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to chief executive and chief financial officers to allow timely decisions regarding disclosure.  As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are designed to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified.  Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance of the achievement of these objectives.  Internal Control Over Financial Reporting  The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this Annual Report on Form 10-KSB. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or   - 25 -    timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.  Management, including the chief executive officer and chief financial officer, does not expect that the Company's disclosure controls and internal controls will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.  With the participation of the chief executive officer and chief financial officer, our management evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2008 based upon the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management has concluded that, as of September 30, 2008, the Company's internal control over financial reporting was effective.  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 Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-KSB.  There were no changes in the Company's internal control over financial reporting that occurred during the last fiscal quarter, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.  ITEM 8B. OTHER INFORMATION  None.  PART III  ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.  Directors and Executive Officers  The following table sets forth, as of September 30, 2008, the names and ages of our current officers and directors.  All directors hold office until the next annual meeting of shareholders of the Company and until their successors are elected and qualified.  Officers hold office until the first meeting of directors following the annual meeting of shareholders and until their successors are elected and qualified, subject to earlier removal by the Board of Directors.  The directors and executive officers currently serving the Company are:  NameAgePositionTenureFung Ming40Director, President, TreasurerSince August 2006Tommy Chan41DirectorSince September 2006   - 26 -     Michael Medlock43Chief Executive OfficerSince January 2008 and resigned October 2008  Biographical Information  Fung Ming.  Fung Ming is 40 years old.  Mr. Ming has been a Director of the Company since August 2006.  Mr. Ming has served as the Companys President and Treasurer since November 2006.  As a Director and the President and Treasurer of the Company Mr. Ming is responsible to the general business operations of the Company.  In addition to his work with the Company, Mr. Ming is the Executive Director of M.L. Strategic Limited, the Companys largest shareholder. During the ten year period preceding his in involvement with the Company, Mr. Fung has been self-employed as a business consultant, providing consulting services in accounting, taxation and company secretarial matters.  Tommy Chan.  Tommy Chan is 41 years old.  Mr. Chan has been a director of the Company since September 2006.   In addition to his work as a director of the Company, Mr. Chan is an accountant and currently works as Director of Finance and Human Resources in a not-for-profit organization in Canada. Mr. Chan has worked in the finance and accounting industry for 15 years. He was previously employed with two start-up telecommunication companies and was the Financial Controller for one of them. At these companies, Mr. Chan was responsible for developing the accounting, finance and human resource departments. Before joining the telecommunications industry, he was responsible for the successful listing of a manufacturing company on the Singapore Stock Exchange and for overseeing that company's China and Hong Kong financial control duties.  Michael Medlock.  Mr. Medlock is 43 years old.  Mr. Medlock served as the Chief Executive Officer of the Company from January 2, 2008 through October 15, 2008.  As the Chief Executive Officer he is responsible for the general business operations of the Company. From 2005 to 2007, Mr. Medlock worked as the Managing Director of Sinostrategy Consulting Limited which is located in the United Kingdom.  Sinostrategy Consulting Limited is in the market entry and intercultural communication consulting business and specializes in European and Chinese markets.  As the Managing Director for Sinostrategy Consulting Limited Mr. Medlock was responsible for the overall management of the company. From 2002 to 2005, Mr. Medlock worked in Germany as an independent lecturer in business studies.  During the period from 2000 to 2002, Mr. Medlock engaged in entrepreneurial activities in the United Kingdom health food industry.  Family Relationships  There are no family relationships between any of the current directors or officers of the Company.  Involvement in Certain Legal Proceedings  None of our officers, directors, promoters or control persons has been involved in the past five (5) years in any of the following:  (1) Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;  (2) Any conviction in a criminal proceedings or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);    - 27 -    (3) Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or  (4) Being found by a court of competent jurisdiction (in a civil action), the SEC or the U.S. Commodity Futures Trading Commission to have violated a federal or state securities laws or commodities law, and the judgment has not been reversed, suspended, or vacated.  Directorships  None of the Companys executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Securities exchange Act of 1934 (the Exchange Act) or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.  Compliance with Section 16(a) of the Exchange Act  Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership of Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission.  Such officers, directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.  Based upon a review of all filings regarding the Company which have been filed with the Securities and Exchange Commission, the Company believes that Form 3 Initial Statements of Beneficial Ownership for Fung Ming, Tommy Chan and Michael Medlock have not been filed as required.  Code of Ethics  The Company has not yet adopted a code of ethics.  The Company intends to adopt a code of ethics in the near future.  ITEM 10. EXECUTIVE COMPENSATION  Executive Compensation  The following table sets forth executive compensation for fiscal years ended September 30, 2008 and 2007. We have not paid any salaries or bonuses to any of our officers from our inception through the date hereof. We refer to all of these officers collectively as our "named executive officers."  Summary Compensation Table Change inPensionNon-EquityValue andIncentiveNon-qualifiedStockOptionPlanCompensationAll otherName andSalaryBonusAward(s)Award(s)CompensationEarningsCompensationTotalPrincipal PositionYear($)($)($)($)(#)($)($)($)Fung, Ming,
President and Treasurer2008
2007$0.00
----
----
----
----
----
----
--$0.00
--Michael Medlock(1)2008
200795,000
----
----
----
----
----
----
--95,000
--   - 28 -      (1) As reported on Form 8-K filed with the SEC on October 15, 2008, subsequent to the fiscal year ended September 30, 2008, on October 15, 2008 Mr. Michael Medlock resigned from his position as the Chief Executive Officer of Melo Biotechnology Holdings, Inc.  Employment Agreements  As of the date of the filing of this Form 10-KSB, we have no written employment agreements with our officers and directors.  Compensation was determined after discussion about expected time commitments, remuneration paid by comparable organizations and the flexibility provided to the Company by not having extended terms and other terms typical of employment agreements.  We have no plans or packages providing for compensation of officers after resignation or retirement.  Director Compensation  We do not currently compensate our directors for their services as directors. Directors are reimbursed for their reasonable out-of-pocket expenses incurred with attending board or committee meetings.  The following table provides summary information concerning compensation awarded to, earned by, or paid to any of our directors for all services rendered to the Company in all capacities for the fiscal year ended September 30, 2008.  Change inFeesPensionEarnedNon-EquityValue andAndIncentiveNon-qualifiedPaid inStockOptionPlanCompensationAll otherName andCashAward(s)Award(s)CompensationEarningsCompensationTotalPrincipal Position($)($)($)(#)($)($)($)Fung Ming$0.00----------$0.00Tommy Chan$0.00----------$0.00  ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT  The following table sets forth, as of September 30, 2008, certain information with respect to the common stock beneficially owned by (i) each Director and executive officer of the Company; (ii) each person who owns beneficially more than 5% of the common stock; and (iii) all Directors and executive officers as a group:  Title and ClassName and Address 
of Beneficial OwnerAmount and Nature 
of Beneficial OwnershipPercent of Class   - 29 -     CommonFung Ming (1)
Director, President and Chief Financial Officer
Room A, 1/F
2 Sheung Hei Street
Kowloon, Hong Kong00%CommonTommy Chan (1)
Director
Room A, 1/F, Tontex Building,
2 Sheung Hei Street, Kowloon,
Hong Kong00.0%CommonMichael Medlock(2)
Chief Executive Officer
Flat F, 32 Floor,
Sham Wan Towers
3 Ap Lei Chau Drive
Ap Lei Chau
Hong Kong00.0%CommonM.L. Strategic
Room 1411, West Tower
168-200 Connaught Road
Central Hong Kong698,62556.5%CommonAll Directors and executive officers
(3 persons)00.0%  (1)The person listed is currently an officer, a director, or both, of the Company. (2) As reported on Form 8-K filed with the SEC on October 15, 2008, subsequent to the fiscal year ended September 30, 2008, on October 15, 2008 Mr. Michael Medlock resigned from his position as the Chief Executive Officer of Melo Biotechnology Holdings, Inc.  ITEM 12. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE  Certain Relationships and Related Transactions  There were no material transactions, or series of similar transactions, during our Companys last fiscal year, or any currently proposed transactions, or series of similar transactions, to which our Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuers total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.  Director Independence  The NASDAQ Stock Market has instituted director independence guidelines that have been adopted by the Securities & Exchange Commission.  These guidelines provide that a director is deemed independent only if the board of directors affirmatively determines that the director has no relationship with the company which, in the boards opinion, would interfere with the directors exercise of independent judgment in   - 30 -    carrying out his or her responsibilities.  Significant stock ownership will not, by itself, preclude a board finding of independence.  For NASDAQ Stock Market listed companies, the director independence rules list six types of disqualifying relationships that preclude an independence filing.  The Companys board of directors may not find independent a director who:  1. is an employee of the company or any parent or subsidiary of the company;  2. accepts, or who has a family member who accepts, more than $60,000 per year in payments from the company or any parent or subsidiary of the company other than (a) payments from board or committee services; (b) payments arising solely from investments in the companys securities; (c) compensation paid to a family member who is a non-executive employee of the company (d) benefits under a tax qualified retirement plan or non-discretionary compensation; or (e) loans to directors and executive officers permitted under Section 13(k) of the Exchange Act;  3. is a family member of an individual who is employed as an executive officer by the company or any parent or subsidiary of the company;  4. is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services that exceed 5% of the recipients consolidated gross revenues for that year, or $200,000, whichever is more, other than (a) payments arising solely from investments in the companys securities or (b) payments under non-discretionary charitable contribution matching programs;  5. is employed, or who has a family member who is employed, as an executive officer of another company whose compensation committee includes any executive officer of the listed company; or  6. is, or has a family member who is, a current partner of the companys outside auditor, or was a partner or employee of the companys outside auditor who worked on the companys audit.  Based upon the foregoing criteria, our Board of Directors has determined that Dominick Pope is not an independent director under these rules because he also serves as the Companys as CEO, CFO, President and Treasurer.  ITEM 13. EXHIBITS  3.0 Articles of Incorporation of MIAD Systems Ltd.* 3.1 Articles of Amendment of Articles of Incorporation* 3.2 Bylaws* 10.2 Employment Agreement for Michael Green dated October 1, 1999* 10.3 Renewal Employment Agreement for Michael Green dated October 2, 2006* 31.1     Certification pursuant to Rule 13a-15(a) or 15d-15(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** 31.2     Certification pursuant to Rule 13a-15(a) or 15d-15(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** 32.1     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section   - 31 -    906 of the Sarbanes-Oxley Act of 2002.** 32.2     Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**  *     Filed as an exhibit to Form 10-SB filed with the SEC on July 10, 2001, and herein incorporated by reference. **Filed herewith.  ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES  Audit-Related Fees  (1) The aggregate fees billed by JTC Fair Song CPA Firm for audit of the Company's annual financial statements were US$20,000 for the fiscal year ended September 30, 2008, and US$25,000 for the fiscal year ended September 30, 2007.  (2) The aggregate fees billed by  JTC Fair Song CPA Firm for review of the Company's financial statements included in its quarterly reports on Form 10-QSB were US$9,000 during the period ended September 30, 2008 and US$6,000 by Madson & Associates CPA, Inc. during the period ended September 30, 2007. Tax Fees(3) The aggregate fees billed by for tax compliance, tax advice and tax planning were $0 for the fiscal year ended 2008 and $0 for the fiscal year ended 2007. All Other FeesNone Audit Committees pre-approval policies and procedures.  We do not have an audit committee.    SIGNATURES  In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.  MELO BIOTECHNOLOGY HOLDINGS, INC.  By: /s/ Fung Ming Fung Ming, President  Date: February 13, 2009  In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:   - 32 -     By: /s/ Fung Ming Fung Ming, President  Date: February 13, 2009  By: /s/ Fung Ming Fung Ming, Chief Financial Officer  Date: February 13, 2009  By: /s/ Fung Ming Fung Ming, Principal Accounting Officer  Date: February 13, 2009  By: /s/ Fung Ming Fung Ming, Director  Date: February 13, 2009  By: /s/ Tommy Chan Tommy Chan, Director  Date: February 13, 2009     - 33 -