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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
For the fiscal year ended March 31, 2011

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15
(d) OF THE EXCHANGE ACT OF 1934 
For the transition period from _______________________ to
_______________________

Commission File number 000-53318

CULTURE MEDIUM HOLDINGS
CORP.(Formerly Brand Neue Corp.) (Exact
name of registrant as specified in its charter)

|Nevada                                                               | 98-0560939                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)
|                                                                     |                                  
|3470 East Russell Road, Suite 275, Las Vegas, NV                     | 89120                            
|(Address of principal executive offices)                             | (Zip Code)                       
|                                                                     |                                  
|Registrants telephone number 702-589-5849                          
|                                                                     |                                  
|Title of each share                                                 
|None                                                                
|                                                                     |                                  
|_______________________________________                             
|Former name, former address                                         
|                                                                     |                                  
|Securities registered pursuant to Section 12(g) of the
      Act:   
|Common Stock, $0.001 par value                                      
|( Title of Class)                                                   

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined by Rule 405 of the Securities Act [  
] Yes    [X] No

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    [X] No

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]    No
[   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§229.405 of this chapter) during the proceeding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
[   ] Yes    [   ] No

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 information statements incorporated by reference
in Part III of this Form 10-K or any amendments to this Form 10-K [  
]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See definition of large accelerated filer, accelerated
filer and small reporting company Rule 12b-2 of the Exchange Act.

|Large accelerated filer [   ]       |                                                   | Accelerated
      filer               
      [   ]
|----------------------------------- | ------------------------------------------------- | --------------------------------------------------
|Non-accelerated filer  
      [   ] | (Do not
      check if a small reporting company) | Small reporting
    company [X]                   

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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act) Yes [  
]    No [X]

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recent
completed second fiscal quarter.

The aggregate market value of the voting stock held by
non-affiliates of the Registrant as of September 30, 2009 was $20,344,800
(computed by reference to the last sale price of a share of the registrants
common stock on that date as reported by the Over the Counter Bulletin Board).
For purposes of this computation, it has been assumed that the shares
beneficially held by directors and officers of registrant were held by
affiliates; this assumption is not to be deemed to be an admission by such
persons that they are affiliates of registrant.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date:

As of August 15, there were outstanding 29,880,571 shares of registrant’s common stock, par value $0.001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Listed hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) Any annual report to security holders; (2) Any
proxy or information statement; (3) Any prospectus filed pursuant to Rule 424
(b) or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended March 15, 2007)

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TABLE OF CONTENTS

|                 |                                                                                                                         
|---------------- | ------------------------------------------------------------------------------------------------------------------------
|                 |                                                                                                                         
|PART
      1     |                                                                                                                         
|                 |                                                                                                                         
|ITEM
      1.    | Business.                                                                                                               
|                 |                                                                                                                         
|ITEM
      1A.   | Risk
      Factors.                                                                                                     
|                 |                                                                                                                         
|ITEM
      1B.   | Unresolved
      Staff Comments.                                                                                        
|                 |                                                                                                                         
|ITEM
      2.    | Properties.                                                                                                             
|                 |                                                                                                                         
|ITEM
      3.    | Legal
      Proceedings.                                                                                                
|                 |                                                                                                                         
|ITEM
      4.    | Removed
      and Reserved                                                                                              
|                 |                                                                                                                         
|PART
      II    |                                                                                                                         
|                 |                                                                                                                         
|ITEM
      5.    | Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
|                 |                                                                                                                         
|ITEM
      6     | Selected
      Financial Information.                                                                                   
|                 |                                                                                                                         
|ITEM
      7.    | Managements
      Discussion and Analysis of Financial Conditions and Results of Operations.                           
|                 |                                                                                                                         
|ITEM
      7A.   | Quantitative
      and Qualitative Disclosure about Market Risk.                                                        
|                 |                                                                                                                         
|ITEM
      8.    | Financial
      Statement and Supplementary Data.                                                                       
|                 |                                                                                                                         
|ITEM
      9.    | Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.                       
|                 |                                                                                                                         
|ITEM
      9A(T) | Controls
      and Procedures.                                                                                          
|                 |                                                                                                                         
|ITEM
      9B    | Other
      information                                                                                                 
|                 |                                                                                                                         
|PART
      III   |                                                                                                                         
|                 |                                                                                                                         
|ITEM
      10.   | Directors,
      Executive Officers and Corporate Governance.                                                           
|                 |                                                                                                                         
|ITEM
      11.   | Executive
      Compensation.                                                                                           
|                 |                                                                                                                         
|ITEM
      12.   | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.             
|                 |                                                                                                                         
|ITEM
      13.   | Certain
      Relationships and Related Transactions, and Director Independence.                                        
|                 |                                                                                                                         
|ITEM
      14    | Principal
      Accounting Fees and Services.                                                                           
|                 |                                                                                                                         
|PART
      IV    |                                                                                                                         
|                 |                                                                                                                         
|ITEM
      15.   | Exhibits,
      Financial Statement Schedules                                                                           
|                 |                                                                                                                         
|                 | SIGNATURES                                                                                                              

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PART I

Cautionary Statement Regarding Forward-Looking
Statements

Some discussions in this Form 10-K contain forward-looking
statements that have been made pursuant to the provisions of the Private
Securities Litigation Reform Act of 1995. These statements involve risks and
uncertainties and relate to future events or future financial performance. A
number of important factors could cause our actual results to differ materially
from those expressed in any forward-looking statements made by us in this Form
10-K. Forward-looking statements are often identified by words such as
believe, expect, estimate, anticipate, intend, project, plans,
seek and similar expressions or words which, by their nature, refer to future
events. In some cases, you can also identify forward-looking statements by
terminology such as may, will, should, plans, predicts, potential or
continue or the negative of these terms or other comparable terminology.

These forward-looking statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the
risks in the section entitled Risk Factors below that may cause our or our
industrys actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. In
addition, you are directed to factors discussed in the Managements Discussion
and Analysis of Financial Condition and Results of Operations section and as
well as those discussed elsewhere in this Form 10-K.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results. However, readers should carefully review the risk factors set forth in
other reports or documents the Company files from time to time with the
Securities and Exchange Commission (the  SEC ), particularly the
Companys Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

ITEM 1. BUSINESS


History and Organization

Culture Medium Holdings Corp., formerly Brand Neue Corp. (the 
Company , we, us, or our), was incorporated on March 15, 2007 in
the State of Nevada. On July 10, 2009 the Company changed its name from Qele
Resources, Inc. to Brand Neue Corp. On March 4, 2011 the Company changed its
name from Brand Neue Corp. to Culture Medium Holdings Corp. The Company has
three subsidiaries. The Company has never been subject to any bankruptcy,
receivership or similar proceedings or to any merger or consolidation
transactions.

The Company was originally formed to engage in the exploration
of mineral properties for gold and silver. The Company purchased a 100% interest
in the minerals of a mineral claim, known as Levuka Gold Claim, consisting of
one-9 unit claim block containing 83.4 hectares located on the Fijian island of
Ovalau (the  Levuka Claim ).

During and subsequent to the fiscal year ended March 31, 2010,
the Company has not made any significant efforts towards the exploration of the
Levuka Claim and during fiscal 2010 the Company abandoned the Levuka Claim.
Instead, during such period the Company has focused on diversifying its business
and became involved in bringing innovative products and innovations to market.
The Company has focused its efforts on nutraceutical and LED products.

The Companys address is 3470 East Russell Road, Suite 275, Las
Vegas, NV, 89120 and its business number is 702-789-5849. Our registered office
is located at 2470 Saint Rose Parkway, Suite 304, Henderson, Nevada, 89074
(Telephone: 702-818-5898).

Products

The Companys 51% owned subsidiary, Voyager Health Technologies
Corp.http://voyagerhealth.com/ is a network
marketing company with a nutraceutical product line which focuses on areas of
high priority within the North American population: obesity and weight-loss,
inflammatory control and circulatory health, improved cognitive function and
ADHD challenges, stress management, as well as antioxidative protection and
immune health.

The Companys 51% owned subsidiary, InteLEDgent Lighting
Solutions Inc.(ILS),http://inteledgent.com/
distributes some of the highest efficient, quality LED lighting in the world
today. InteLEDgents products are both economical to operate and environmentally
friendly. The company offers a wide range of LED products for commercial and
residential applications.

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Management of InteLEDgent has been unable to conclude any sales Since the Company does not have the resources needed to develop the LED business at this time, it has decided to discontinue those operations. The InteLEDgent assets are reflected as
"Net assets of discontinued operations"  in the consolidated balance sheet and operations are reflected as "discontinued operations"  in the consolidated statement of operations. Accordingly, the recorded goodwill of
$625,000 was impaired at March 31, 2011.

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Our Strategy

Our strategy is to deliver sustainable organic growth through
the careful selection of business units that create the protected space for the
birth of sustainable commerce.

Competitive Factors

Our product innovation businesses operate in highly competitive
markets. They compete with traditional suppliers who are proposing innovative
new solutions. Many of our subsidiaries competitors are significantly larger,
have greater market share and have greater financial and marketing resources
than us. While our subsidiaries largely compete on the basis of product quality,
innovation, brand strength and service, price is also an important basis of
selection and competition.

Intellectual Property

Our subsidiaries rely on various distribution agreements with
third parties, which grant them the right to distribute and sell their
innovative products. Generally, the distribution agreements are tenured and
renew upon the satisfaction of target sales. No assurance can be given that the
subsidiaries will meet target sales and that the distribution agreements will be
renewed.

The innovative products are proprietary to the third parties
with whom we entered into distribution agreements and generally, are protected
by patents. Despite such patent protection, unauthorized parties may attempt to
copy aspects of such products or to obtain and use information that we regard as
proprietary. Policing unauthorized use of our products is difficult. There can
be no assurance that the means of protecting our proprietary rights or the
proprietary rights of the third parties with whom we entered into distribution
agreements in the United States or abroad will be adequate or that competition
will not independently develop similar technology.

Employees

As of March 31, 2011, we had no employees other than our
officers and directors. Except for our Chief Financial Officer none of our
officers and directors have received compensation for their services. We do not
have any employment agreements with our directors and officers other than with
Harrison Management Corporation, an entity owned by R. Bev Harrison, the
Companys Chief Financial Officer.

We do not presently have any pension, health, annuity,
insurance, profit sharing or similar benefit plans; however, we may adopt such
plans in the future. In October, 2010 we adopted a stock option plan for
officers and directors. There are presently no personal benefits available to
our officers and directors.

We do not intend to hire additional employees at this time.
However if the need arises, we will consider entering into consulting agreements
with independent contractors for various services, as necessary.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-K in conjunction with
other reports and documents that we file from time to time with the SEC. In
particular, please read our Quarterly Reports on Form 10-Q and any Current
Reports on Form 8-K that we may file from time to time. You may obtain copies of
these reports directly from us or from the SEC and the SECs Public Reference
Room at 100 F Street, N.E. Washington, D.C. 20549. You may obtain information on
the operation of the SECs Public Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains information for electronic filers
(including Culture Medium Holdings Corp.) at its website at www.sec.gov.

ITEM 1A. RISK FACTORS


Risk Factors

An investment in our securities involves a high degree of
risk. In evaluating our business and its future expectations, an investor should
consider carefully the risk factors noted below. Any of the following risk
factors, if they occur, could seriously harm our business and its operations.
There may be risk factors we do not know exist at this time and therefore they
are not included in the risk factors listed below. Even if they are deemed
immaterial at the present time, they could develop whereby they will adversely
affect our business. Our shares are speculative by nature and therefore the risk
of purchasing our share is high. One should consider whether they can assume a
loss of their entire investment.

All future investors in our shares should read this Form
10-K in its entirety including the financial statements and notes attached
thereto.

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Risks Relating to Our Business

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

We have a limited operating history. As such, our historical operating results may not provide a meaningful basis for evaluating our business, financial performance and prospects. We may not be able to achieve a similar growth rate in future
periods. Accordingly, you should not rely on our results of operations for any prior periods as an indication of our future performance. Our success is significantly dependent on meeting business objectives. Our operations will be subject to all the
risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. If our business plan is not successful, and we are not able to operate profitably, investors may lose
some or all of their investment in our company.

We have incurred losses in prior periods and may incur losses in the future.

We incurred net losses of $2,579,267 for the period from March 15, 2007 (inception) to March 31, 2011. No assurance can be given that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are
subject to the risks and competition inherent in the establishment of a business enterprise. No assurance can be given that future operations will be profitable. We may not achieve our business objectives and the failure to achieve such goals would
have an adverse impact on us.

Our auditors have expressed substantial doubt about our ability to continue as a going concern.

Our auditors’ report on our March. 31, 2011 financial statements expressed an opinion that our Company’s capital resources as of March. 31, 2011 are not sufficient to sustain operations or complete our planned activities for the upcoming
year unless we raise additional funds. These conditions raise substantial doubt about our ability to continue as a going concern. If we do not obtain additional funds there is the distinct possibility that we will no longer be a going concern and
will cease operation which means any persons purchasing shares will loss their entire investment in our Company.

If demand for our products fails to emerge or we fail in the execution of the marketing or distribution of such products we may not be able to carry out our long-term business strategy.

Our long-term business strategy includes the penetration of existing, well-established markets with our innovative brand of products. Our success depends on our ability to consistently appeal to the changing needs and preferences of our customers
and end consumers. Potential customers may be reluctant to adopt our products because of unfamiliarity, higher costs, and lack of consumer awareness or loyalty to existing products. If demand for our products and technologies in such markets does
not develop or continue to grow our profitability would be harmed and our ability to carry out our long-term business strategy would be adversely affected.

We operate in highly competitive consumer categories.

Our business operates in highly competitive markets. We face competition from both traditional suppliers and from competitors who, like us, are proposing innovative new solutions. The markets in which we operate continue to change in response to
innovations, regulatory changes and other factors. We cannot predict with certainty the changes that may occur and the effect of those changes on the competitiveness of our business. It is possible that our competitors may improve more rapidly or
effectively, adversely affecting our sales, margins and profitability. Developments by others may render our products uncompetitive, or we may be unable to keep pace with innovative developments or other market factors.

In addition, the barriers to entry for new participants in the markets in which we operate are low. New participants can gain access to such markets and become a significant source of competition for our products. Further, many of our potential
competitors are significantly larger, have greater market share and have greater financial and marketing resources than us. While we largely compete for customers on the basis of product quality, innovation, brand strength and service, price is also
an important basis of selection and competition. No assurance can be given that we will be able to offer our products at competitive prices. If we are forced to lower our prices, our profit margins would suffer. Further, we believe that we will
likely be required to invest significant resources to continue to develop and market our products and to further adapt to the changing competitive environment. No assurance can be given that we will be able to compete effectively.

If we cannot continue to develop or acquire rights to new products in a timely manner, and at favorable margins, we may not be able to compete effectively.

We believe that our future success will depend, in part, upon our ability to introduce innovative design extensions for our existing products and to develop, or acquire the rights to market and distribute, new products. No assurance can be given
that we will be successful in the introduction, distribution and marketing of any new products or product innovations or achieve market acceptance of such products. Our failure to develop or acquire rights to new products or to introduce such
products successfully and in a timely manner, and at favorable margins, would harm our ability to successfully grow our business and could have a material adverse effect on our business, results of operations and financial condition.

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Our growth will depend on its ability to develop our brands, and these efforts may be costly.

Management believes building our brand will be critical to achieving acceptance of our products, which will require an increased focus on active marketing efforts. The demand for and cost of advertising have been increasing, and may continue to
increase. Accordingly, we believe that we will need to spend increasing amounts of money on, and devote greater resources to, advertising, marketing, and other efforts to create and maintain brand loyalty among customers. Brand promotion activities
may not yield increased revenues, and even if they do, any increased revenues may not offset the expenses incurred in building our brand. If we do attract new customers for our products, no assurance can be given that such customers will purchase
our products on a regular basis. If we fail to promote and maintain our brand, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, our business would be harmed.

We may in the future become subject to intellectual property litigation, which would be costly to defend and may face intellectual property infringement claims that could result in loss of significant rights and the assessment of treble
damages.

From time to time, we and the parties from who we license some of our intellectual property may receive notices of claims of infringement, misappropriation or misuse of other parties’ proprietary rights. Some of these claims may lead to
litigation, which would be costly to defend and could invalidate our intellectual property or the intellectual property of the parties from whom we license some of our intellectual property. Defending and prosecuting intellectual property suits are
costly and time-consuming. No assurance can be given that we will prevail in these actions, or that other actions alleging misappropriation or misuse by us of third party trade secrets, infringement by us of third party patents and trademarks or the
validity of any patents that we may obtain in the future, will not be asserted or prosecuted against us.

We may also initiate claims to defend and enforce our intellectual property, to protect our trade secrets or know-how or to determine the enforceability, scope and validity of the proprietary rights of others. Intellectual property litigation,
regardless of outcome, is expensive and time-consuming, could divert management’s and technical personnel’s attention from the business and have a material negative effect on our business, operating results or financial condition.

If there is a successful claim of infringement against us, we may be required to pay substantial damages (including treble damages if we were to be found to have willfully infringed a third party’s patent) to the party claiming infringement,
develop non-infringing methods or processes, stop selling our products or using methods or processes that contain the allegedly infringing intellectual property or enter into royalty or license agreements that may not be available on acceptable or
commercially practical terms, if at all. Such successful claims of infringement against us would have a material adverse effect on our business, financial condition, results of operations and future growth prospects. Our failure to develop
non-infringing technologies or license the proprietary rights on a timely basis could harm our business.

If we, or the parties with which we contract, fail to adequately protect the intellectual property rights of the products we market and distribute, competitors may manufacture and market products similar to ours, which could adversely affect
our market share and results of operations.

Our success with our proprietary products and the products we license and distribute depends, in part, on our ability and the ability of the parties from whom we license such products to protect current and future technologies and products and to
defend intellectual property rights. Failure to adequately protect such intellectual property rights may allow competitors to manufacture and market products similar to ours. No assurance can be given that patents will be issued for any patent
applications relating to our products or that any existing or future patents that we receive or license will provide competitive advantages for our products. In addition, no assurance can be given that competitors will not challenge, invalidate or
avoid the application of any existing or future patents that we receive or license. Further, patent rights may not prevent our competitors from developing, using or selling products that are similar or functionally equivalent to our products.

In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States. Despite the measures taken by us, it may be possible for a third party to copy or otherwise obtain and use
our intellectual property and information without authorization. Policing unauthorized use of our intellectual property is difficult, and litigation could become necessary in the future to enforce our intellectual property rights. Any litigation
could be time consuming and expensive to prosecute or resolve, result in substantial diversion of management attention and resources, and materially harm our business, financial condition and results of operations.

Our business involves the potential for product recalls, product liability and other claims against us, which could affect our earnings and financial condition.

As a distributor of consumer products, we are subject to the Consumer Products Safety Act, which empowers the Consumer Products Safety Commission to exclude from the market products that are found to be unsafe or hazardous. Under certain
circumstances, the Consumer Products Safety Commission may require us to repurchase or recall one or more of our products. Additionally, laws regulating certain consumer products exist in some cities and states, as well as in other countries in
which we sell our products, and more restrictive laws and regulations may be adopted in the future. Any repurchase or recall of our products could be costly to us and could damage our reputation. If we were required to remove, or we voluntarily
removed, our products from the market, our reputation could be tarnished and we might have large quantities of finished products that we could not sell.

We also face exposure to product liability claims in the event that one of our products is alleged to have resulted in property damage, bodily injury or other adverse effects. Additionally, we do not currently maintain product recall or product
liability insurance. As a result, product recalls or product liability claims could have a material adverse effect on our business, results of operations and financial condition.

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In addition, we face potential exposure to unusual or
significant litigation arising out of alleged defects in our products or
otherwise. We spend substantial resources ensuring compliance with governmental
and other applicable standards. However, compliance with these standards does
not necessarily prevent individual or class action lawsuits, which can entail
significant cost and risk. We do not maintain insurance against many types of
claims involving alleged defects in our products that do not involve personal
injury or property damage. As a result, these types of claims could have a
material adverse effect on our business, results of operations and financial
condition.

Our operations are dependent upon third-party suppliers
whose failure to perform adequately could disrupt our business
operations.

We source our products from third parties, either directly or
through the party from whom we have obtained distribution rights. Our ability to
select and retain reliable vendors who provide timely deliveries of quality
products will impact our success in meeting customer demand for timely delivery
of quality products. We do not expect to enter into long-term contracts with our
primary vendors and suppliers. Instead, most parts and products are expected to
be supplied on a purchase order basis. As a result, we may be subject to
unexpected changes in pricing or supply of products. In addition, the current
credit crisis and turbulent macroeconomic environment may affect the liquidity
and financial condition of our suppliers. Should any of these parties fail to
manufacture sufficient supply, go out of business or discontinue a particular
component, we may not be able to find alternative suppliers in a timely manner,
if at all. Any inability of our suppliers to timely deliver quality parts and
products or any unanticipated change in supply, quality or pricing of products
could be disruptive and costly to us.

Our operating results can be adversely affected by
changes in the cost or availability of raw materials.

Pricing and availability of raw materials for the products we
distribute and license can be volatile due to numerous factors beyond our
control, including general, domestic and international economic conditions,
labor costs, production levels, competition, consumer demand, import duties and
tariffs and currency exchange rates. This volatility can significantly affect
the availability and cost of raw materials.

During periods of rising prices of raw materials, there can be
no assurance that we will be able to pass any portion of such increases on to
customers. Conversely, when raw material prices decline, customer demands for
lower prices could result in lower sale prices and, to the extent we have
existing inventory, lower margins. As a result, fluctuations in raw material
prices could have a material adverse effect on our business, results of
operations and financial condition.

Additionally, some of our products may require materials which
are subject to supply shortages. Supply shortages for a particular type of
material can delay production or cause increases in the cost of manufacturing
our products. This could have a material adverse effect on our business, results
of operations and financial condition.

We are subject to several production-related risks which
could jeopardize our ability to realize anticipated sales and profits.

In order to realize sales and operating profits at anticipated
levels, we must source and deliver in a timely manner products of high quality.
Among others, the following factors can have a negative effect on our ability to
do these things:

- labor difficulties;
- scheduling and transportation difficulties;
- management dislocation;
- substandard product quality, which can result in higher warranty, product
  liability and product recall costs;
- delays in development of quality new products;
- changes in laws and regulations, including changes in tax rates, accounting
  standards, and environmental, safety and occupational laws;
- health and safety laws and regulations; and
- changes in the availability and costs of labor.

Any adverse change in the above-listed factors could have a
material adverse effect on our business, results of operations and financial
condition.

Because we expect to either source our products from
independent third parties or acquire them from our distribution partners, who
themselves must source them from independent third parties, our product lead
times are expected to be relatively long. Therefore, we may have to commit to
production or the purchase of product in advance of firm customer orders. If we
fail to forecast customer or consumer demand accurately we may encounter
difficulties in filling customer orders or in liquidating excess inventories, or
may find that customers are canceling orders or returning products.
Additionally, changes in retailer inventory management strategies could make
inventory management more difficult. Any of these results could have a material
adverse effect on our business, results of operations and financial condition.

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Our results could be adversely affected if the cost of compliance with environmental, health and safety laws and regulations becomes too burdensome.

Our operations are subject to federal, state and local environmental, health and safety laws and regulations, including those that impose workplace standards and regulate the discharge of pollutants into the environment and establish standards for
the handling, generation, emission, release, discharge, treatment, storage and disposal of materials and substances including solid and hazardous wastes. We believe that we are in material compliance with such laws and regulations and that the cost
of maintaining compliance will not have a material adverse effect on our business, results of operations or financial condition. However, due to the nature of our operations and the frequently changing nature of environmental compliance standards
and technology, no assurance can be given that future material capital expenditures will not be required in order to comply with applicable environmental, health and safety laws and regulations.

We may be subject to environmental and other regulations due to our distribution and marketing of products in certain states and countries. We also face increasing complexity in our product design and procurement operations as we adjust to new
requirements relating to the materials composition of our products. No assurance can be given that the costs to comply with these new laws, or with current and future environmental and worker health and safety laws, will not have a material adverse
effect on our business, results of operations and financial condition.

If we are unable to obtain additional financing our business operations will be harmed and if we do obtain additional financing our then existing shareholders may suffer substantial dilution.

We will need to obtain additional financing in order to complete our business plan. Obtaining additional financing will be subject to market conditions, industry trends, investor sentiment and investor acceptance of our business plan and management.
These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us. If we are not successful in obtaining financing in the amount necessary to further our operations or unable to obtain
financing on favorable terms, implementation of our business plan may fail or be delayed. If we are unsuccessful in obtaining additional financing when we need it, our business may fail before we ever become profitable and our shareholders may lose
their entire investment. If we are successful in obtaining additional financing it would likely result in dilution to existing shareholders.

We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.

We may face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the Securities and Exchange Commission and the Public Company Accounting Oversight Board. These
laws, rules and regulations continue to evolve and may become increasingly stringent in the future. We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 ("Section
404" ). Furthermore, an attestation report on our internal controls from our independent registered public accounting firm is required as part of our annual report for the fiscal year ending March. 31, 2011. We strive to continuously evaluate
and improve our control structure to help ensure that we comply with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules and regulations is expected to remain substantial. No assurance can be given that we
will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our
reputation, financial condition and the value of our securities.

Inability of our officers and directors to devote sufficient time to the operation of the business may limit our success.

Presently, our officers and directors allocate only a portion of their time to the operation of our business. If the business requires more time for operations than anticipated or the business develops faster than anticipated, the officers and
directors may not be able to devote sufficient time to the operation of the business to ensure that it continues as a going concern. This lack of sufficient time of our management may result in limited growth and success of the business.

The Company may have difficulty managing any future growth.

To implement our business objectives, we may need to grow rapidly in the future and we expect that such growth would lead to increased responsibility for both existing and new management personnel. To help manage future growth effectively we must
hire and integrate new personnel and manage expanded operations. The growth in business, headcount and relationships with customers and other third parties is expected to place a significant strain on our management systems and resources. Our
failure to manage our future growth successfully would have a material adverse effect on the quality of our products, our ability to retain customers and key personnel and our operating results and financial condition.

Risks Related to Our Common Stock

A limited public trading market exists for our common stock, which makes it more difficult for our shareholders to sell their common stock in the public markets.

---

Although our common stock is quoted on the OTCBB under the
symbol CLTR, there is a limited public market for our common stock. No
assurance can be given that an active market will develop or that shareholders
will ever be able to liquidate their shares of common stock without considerable
delay, if at all. Many brokerage firms may not be willing to effect transactions
in the securities. Even if a purchaser finds a broker willing to effect a
transaction in these securities, the combination of brokerage commissions, state
transfer taxes, if any, and any other selling costs may exceed the selling
price. Furthermore, our stock price may be impacted by factors that are
unrelated or disproportionate to our operating performance. These market
fluctuations, as well as general economic, political and market conditions, such
as recessions, interest rates or international currency fluctuations may
adversely affect the market price and liquidity of our common stock.

Our common stock may be subject to the penny stock rules
which may make it more difficult to sell our common stock.

The Securities and Exchange Commission has adopted regulations
which generally define a penny stock to be any equity security that has a
market price, as defined, less than $5.00 per share or an exercise price of less
than $5.00 per share, subject to certain exceptions. Our securities may be
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and accredited investors such as, institutions with assets in excess
of $5,000,000 or an individual with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with his or her spouse. For
transactions covered by this rule, the broker-dealers must make a special
suitability determination for the purchase and receive the purchasers written
agreement of the transaction prior to the sale. Consequently, the rule may
affect the ability of broker-dealers to sell our securities and also affect the
ability of our shareholders to sell their shares in the secondary market.

FINRA sales practice requirements may also limit a
shareholders ability to buy and sell our stock.

In addition to the penny stock rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that
their customers buy our common stock, which may limit your ability to buy and
sell our stock and have an adverse effect on the market for our shares.

We have historically not paid cash dividends and do not
intend to pay cash dividends.

We have historically not paid cash dividends to our
shareholders and management does not anticipate paying any cash dividends on our
common stock to our shareholders for the foreseeable future. Initially, we
intend to retain future earnings, if any, for use in the operation and expansion
of our business. Future dividend declarations and payments will be made at the
discretion of our board of directors and will depend on, among other things, the
capital needed to satisfy current and projected business opportunities, as well
as applicable contractual and regulatory requirements. No assurance can be given
that the operation of the Company will result in sufficient revenues to enable
the Company to operate at profitable levels or to generate positive cash flows.
Furthermore, no assurance can be given that our Board of Directors will declare
dividends even if the Company is profitable.

ITEM 1B. UNRESOLVED STAFF COMMENTS


There are no unresolved staff comments at the date of this Form
  10-K.

ITEM 2. PROPERTIES


The Companys office is located at Suite 100, 2190 E Pebble
Road, Las Vegas, NV, 89123.

During the fiscal 2010 the Company abandoned the Levuka Claim
located in Fiji and has no further rights to the mineral on the claim nor any
future liability associated with it.

ITEM 3. LEGAL PROCEEDINGS


---

In March, 2011 management of Voyager Health Technologies Corp.
(Voyager) violated the terms of its employment and consulting contract. As a
result, the Company applied to the District Court, Clark County, Nevada for an
ex parte temporary restraining order (TRO) which was issued on May 3, 2011. The
TRO required, among other things, that management leave the Voyager offices with
only their personal effects. Instead, management continued operating Voyager to
the detriment of Culture Medium Holdings Corp. On May 17, 2011 the Court
converted the TRO to a preliminary injunction. On that date new management began
operating Voyager.

The management of Voyager estimate damages caused by the
defendants in the TRO to be considerable due to the defendants misappropriation
of funds and alleged siphoning of assets, including directing of inventory to
unauthorized parties. Voyager continues to collect information, and no formal
calculation has been performed, nor any expert witness identified at this time.
In response, the defendants contend that they are owned commission and
compensation for past due services. Voyager vehemently denies that the
defendants are owed any moneys, and instead, that the defendants paid themselves
above and beyond what their contractual obligations require, and further
indirectly paid themselves through transfers to affiliated entities owned and/or
controlled by them. The management of Voyager is confident that it will prevail
against the defendants.

ITEM 4. (REMOVED AND RESERVED)


Not applicable.

PART II

ITEM 5. MARKET REGISTRANTS COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES


The Companys common stock is quoted on the Over-The-Counter
Bulletin Board ( OTCBB ) under the symbol CLTR. The following is the
range of high and low bid prices for our common stock for the periods indicated.
The quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commissions and may not represent actual transactions

|Fiscal Year
      Ended March. 31, 2011 |  |   | High |  |   | Low  | 
|--------------------------------------- |  | - | ---- |  | - | ---- | 
|First Quarter (June 30, 2010)           |  | $ | 1.27 |  | $ | 0.13 | 
|Second Quarter (September 30, 2010)     |  | $ | 1.10 |  | $ | 0.40 | 
|Third Quarter (December 31, 2010)       |  | $ | 0.41 |  | $ | 0.25 | 
|Fourth Quarter (March. 31, 2011)        |  | $ | 0.45 |  | $ | 0.45 | 

|Fiscal Year
      Ended March 31, 2010 |  |   | High |  |   | Low  | 
|-------------------------------------- |  | - | ---- |  | - | ---- | 
|First Quarter (June 30, 2009)          |  | $ | 0.50 |  | $ | 0.50 | 
|Second Quarter (September 30, 2009)    |  | $ | 0.56 |  | $ | 0.56 | 
|Third Quarter (December 31, 2009)      |  | $ | 0.49 |  | $ | 0.25 | 
|Fourth Quarter (March 31, 2010)        |  | $ | 0.31 |  | $ | 0.10 | 

The closing price for our common stock on July 1, 2011 was
$0.20. As of March 31, 2011, the Company had 82 shareholders.

The Company has not paid any dividends on its common stock, and
it does not anticipate that it will pay dividends in the foreseeable future. Our
Board of Directors intends to follow a policy of retaining earnings, if any, to
finance our growth. The declaration and payment of dividends in the future will
be determined by our Board of Directors in light of conditions then existing,
including our earnings, financial condition, capital requirements and other
factors.

There are no warrants or rights outstanding as of the date of
this Form 10-K and none have been declared since the date of inception. The
Company has not adopted any compensation plan under which its securities are
authorized for issuance, except for stock options. During the year ended March
31, 2011 the Company issued

---

- 700,000 common shares for $350,000 cash, under an agreement which provides
  for payment by the Company to those shareholders of an amount equal to 75% of
  all gross profits of the Company from the sale of products, after deducting
  direct expenses, up to an aggregate payment amount of $350,000. In addition,
  for the year following the date of issue of the shares, the Company has the
  right to repurchase up to one-half of those shares sold a price of $1.00 per
  share.
- 900,000 common shares to repay $450,000 of advances payable
- 704,000 common shares for $332,000 cash and a warrant to purchase a
  further 704,000 shares at $1.00 each. These warrants were valued using the
  Black-Scholes model, producing a total warrant fair value of $318,531, which
  has been allocated to additional paid-in capital
- 400,000 common shares for $200,000 of investor relation services rendered
- 304,666 common shares for $$106,400 cash
- 2,500,000 common shares for 51% of InteLEDgent Lighting Solutions

In addition, in connection with the establishment of Voyager
Health Technologies Corp. the Company is committed to issuing 2,000,000 common
shares. However, the actual number of shares to be issued is dependent on the
outcome of the dispute summarized in Item 3 above.

On September 20, 2010 the directors approved the 2010 Stock
Option Plan which permits the Company to issue up to 2,200,000 shares of common
stock to directors, officers, employees and consultants of the Company upon the
exercise of stock options granted under the 2010 Plan. The options have an
exercise price of $0.50 per share and vest at the rate of 20% of the grant in
the 11th, 23rd, 35th, 47th and
59th month after the date of grant.

On November 1, 2010 the Company awarded 500,000 stock options
to a director and 400,000 stock options to a consultant.

In addition, a consultant who is paid monthly a combination of
cash and stock options has earned a total of 126,000 stock options which are
vested as of March 31, 2011.

The Company uses the Black Scholes formula to value the options
outstanding at March 31, 2011. As a result, $107,443 was charged to income as
the compensation element of the stock options outstanding at March 31, 2011

The transactions under which shares were sold for cash were
done so pursuant to Rule 506 of Regulation D promulgated under the Securities
Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL INFORMATION


The following summary financial data was derived from our
financial statements. This information is only a summary and does not provide
all the information contained in our financial statements and related notes
thereto. You should read the Managements Discussion and Analysis or Plan of
Operations and our financial statements and related noted included elsewhere in
this Form 10-K.

Operation Statement Data

For the years ended March 312011
      
      
      2010Sales
      $
      977,133
      
      
      -Operating income (loss)
      
      (2,043,623
      )
      
      (257,458
      )Discontinued operations
      
      159,851
      
      
      -Interest expense, net of interest income
      
      63,747
      
      
      (12,159
      )Pre start-up costs of subsidiary
      
      200,488
      
      
      -Net loss
      
      ($2,467,709
      )
      
      ($269,617
      )Cash
      $
      115,734
      
      $
      155Accounts and advances receivable
      
      482,521
      
      
      -Inventories
      
      330,643
      
      
      -Accounts payable
      
      394,303
      
      $
      60,165Accrued expenses
      
      243,540
      
      
      -Stockholders equity
      
      456,337
      
      
      (277,934
      )


---

Our historical results do not necessary indicate results
expected for any future periods.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
      CONDITIONS AND RESULTS OF OPERATIONS


Overview

We were incorporated in the State of Nevada on March 15, 2007.
Our original business purpose was to engage in the business of acquisition,
exploration and development of natural resource properties. We have shifted our
business to be an investment holding company which, through its subsidiaries,
brings innovative products to market by entering into distribution agreements
for various products.

We have no historical information to allow anyone to base an
evaluation on our future performance. We have only been incorporated since March
15, 2007 and have generated revenues only in the quarter ended March 31, 2011.
We have incurred net losses of $2,579,267 for the period from March 15, 2007
(inception) to March 31, 2011. We do not know if we will be successful in our
business operations in the future. We are a start-up company and are exposed to
all the risks of being a start-up company, including the following:

- possible delays or inability to develop a market for our products;
- trying to generate revenue or identify sources of cash, managing our assets
  and administrating ongoing financial commitments to our creditors;
- adhering to all regulatory requirements both as a future public company and
  as a company required to meet state and federal filing requirements; and
- ensuring our shareholders are informed about our development on a regular
  basis.

Critical Accounting Policies

The following discussion and analysis of the Companys
financial condition and results of operations are based upon our consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent liabilities. Our significant accounting policies are
discussed in Note 2 to our financial statements for the fiscal year ended March
31, 2011. We have identified the following accounting policies, described below,
as the most important to an understanding of our current financial condition and
results of operations.

Basic net income (loss) per share amounts are computed based on
the weighted average number of shares actually outstanding. Diluted net income
(loss) per share amounts are computed using the weighted average number of
common and common equivalent shares outstanding as if shares had been issued on
the exercise of the common share rights unless the exercise becomes antidulutive
and then only the basic per share amounts are shown in the report.

The going concern basis of presentation assumes we will
continue in operation throughout the next fiscal year and into the foreseeable
future and will be able to realize our assets and discharge our liabilities and
commitments in the normal course of business.

Liquidity and Capital Resources

We realize that we will have to raise additional funds in the
near future to continue our operations. If, in the future, we are unable to
raise such funds we may be unable to pay our creditors.

Analysis of Financial Condition and Results of
Operations

We reported total current assets of $1,111,645 and total
current liabilities of $1,581,610 resulting in a working capital deficit of
$469,965 at March 31, 2011. We have invested $224,265 in distribution rights and
website development, both of which will be amortized over 5 years. We issued
5,508,666 shares for cash, for services, for payment of liabilities, and for 51%
of the equity of a subsidiary. In addition we will be issuing 2,000,000 shares
to complete the Voyager acquisition after the dispute summarized under legal
proceedings is resolved. The shareholders equity is a $456,337. During the
period from inception (March 15, 2007) to March 31, 2011 we have had accumulated
losses of $2,579,267.

---

Our 51% owned subsidiary (Voyager Health Technologies Corp.)
commenced operations on January 27, 2011. To March 31, 2011 it recorded sales of
$977,133. Because of significant marketing, general and administrative costs,
start up costs and impairment losses on certain assets, operating income was a
loss of $2,043,623.

The Companys 51% owned LED subsidiary reported no sales to
March 31, 2011. At this time, the Company does not have the necessary resources
to properly reorganize this subsidiary. Accordingly, it has been shown as a
discontinued operation as of March 31, 2011. Its assets are shown as a one
line amount in the balance sheet, pending disposition of those assets.

Our Limited Operating History and Working Capital
Position

To meet our need for cash we will have to raise additional
funds through equity or debt offerings. Our working capital deficiency as of
March. 31, 2011 is $469,965. No assurance can be given that we will be
successful in our business operations. Additionally, no assurance can be given
that we will be able to raise sufficient funds in the future to stay in
business. Whatever funds we do raise, if any, we intend to use as working
capital to meet current and future financial obligations.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.

Short and long-term Trend Liabilities

We are unaware of any known trends, events or uncertainties
that have or are reasonably likely to have a material impact on our business
either in the long-term or long-term liquidity which have not been disclosed
under the section on Risk Factors.

Internal and External Sources of Liquidity

There are no material internal or external sources of
liquidity.

Known Trends, Events or Uncertainties having an Impact on
Income

Since we are in the start-up stage and have not produced any
income to-date, no assurance can be given that we will ever produce any income.
Management does not know of any trends, events or uncertainties that are
reasonably expected to have a material impact on income in the future.

Critical Accounting Policies

Basic and Diluted Net Income (loss)
Per Share

Basic net incomes (loss) per share
amounts are computed based on the weighted average number of shares actually
outstanding. Diluted net income (loss) per share amounts are computed using the
weighted average number of common and common equivalent shares outstanding as if
shares had been issued on the exercise of the common share rights unless the
exercise becomes antidulutive and then the basic and diluted per share amounts
are the same.

Amortization of Distribution
Rights

The Company amortizes its distribution
rights on a straight-line basis over its useful life of five years. Management
will, on an annual basis, review the useful life of these costs to determine if
there is impairment in their value.

Amortization of Website

The Company has determined the useful
life of its website to be five year and amortizes its original cost on a
straight line bases. Management will, on an annual basis, review the useful life
of its website to determine if there is impairment in its value.

Estimates and Assumptions

Management uses estimates and
assumptions in preparing financial statements in accordance with generally
accepted accounting principles. Those estimates and assumptions affect the
reported amounts of the assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported revenues and expenses. Actual results
could vary from the estimates that were assumed in preparing these financial
statements.

---

Foreign Currency Translations

Part of the transactions of the Company
were completed in Canadian dollars and have been translated to US dollars as
incurred, at the exchange rate in effect at the time, and therefore, no gain or
loss from the translation is recognized. The functional currency is considered
to be US dollars.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE
      ABOUT MARKET RISK


As a smaller reporting company, we are not required to
provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA


Reference is made to the financial statements, the reports of
our independent registered public accounting firm, Madsen & Associates CPAs
Inc., and the notes thereto of this report, which financial statements, reports,
and notes are incorporated herein by reference and located at the end of this
Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENT WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.

ITEM 9A(T)  CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have
evaluated our disclosure controls and procedures as of March. 31, 2011 and have
concluded that these disclosure controls and procedures are not effective to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Act is recorded, processed, summarized and reported
within the time periods specified in the Commissions rules and forms and is
accumulated and communicated to our management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure due to the weaknesses identified in our internal
controls over financial reporting enumerated below.

Managements Report on Internal Control Over Financial
Reporting

Our management, on behalf of the Company, has considered
certain internal control procedures as required by the Sarbanes-Oxley (SOX)
Section 404 A which accomplishes the following:

Internal controls are mechanisms to ensure objectives are
achieved and are under the supervision of the Companys Chief Executive Officer,
Alex Eliashevsky, and Chief Financial Officer, R. Bev Harrison. Good controls
encourage efficiency, compliance with laws and regulations, sound information,
and seek to eliminate fraud and abuse.

These control procedures provide reasonable assurance regarding
the reliability of financial reporting and the preparation of the Companys
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles (US GAAP).

Internal control is everything that helps one achieve ones
goals - or better still, to deal with the risks that stop one from achieving
ones goals. Internal controls are mechanisms that are there to help the
Company manage risks to success. Internal controls is about getting things done
(performance) but also about ensuring that they are done properly (integrity)
and that this can be demonstrated and reviewed

---

(transparency and accountability). In other words, control
activities are the policies and procedures that help ensure the Companys
management directives are carried out. They help ensure that necessary actions
are taken to address risks to achievement of the Companys objectives. Control
activities occur throughout the Company, at all levels and in all functions.
They include a range of activities as diverse as approvals, authorizations,
verifications, reconciliations, reviews of operating performance, security of
assets and segregation of duties.

As of March 31, 2011, the management of the Company assessed
the effectiveness of the Companys internal control over financial reporting
based on the criteria for effective internal control over financial reporting
established in Internal ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on
conducting such assessments. Management concluded, as of March. 31, 2011,
internal controls and procedures were not effective to detect the inappropriate
application of US GAAP rules. Management realized there are deficiencies in the
design or operation of the Companys internal control that adversely affected
the Companys internal controls which management considers to be material
weaknesses.

In the light of managements review of internal control
procedures as they relate to COSO and the SEC the following were identified:

          
The Companys Audit Committee does not function as an Audit Committee should,
since there is a lack of independent directors on the Committee and the Board of
Directors has not identified an expert, one who is knowledgeable about
reporting and financial statements requirements, to serve on the Audit
Committee.

          
The Company has limited segregation of duties which is not consistent with good
internal control procedures.

          
The Company does not have a written internal control procedurals manual which
outlines the duties and reporting requirements of the directors and any staff to
be hired in the future. This lack of a written internal control procedurals
manual does not meet the requirements of the SEC or good internal control.

          
There are no effective controls instituted over financial disclosure and the
reporting processes.

Management believes the latter three weaknesses identified
above have not had any effect on the financial results of the Company.
Management will have to address the lack of independent members on the Audit
Committee and identify an expert for the Committee to advise other members as
to correct accounting and reporting procedures.

The Company and its management will endeavor to correct the
above noted weaknesses in internal control once it has adequate funds to do so.
We believe that by appointing independent members to the Audit Committee and
using the services of an expert on the Committee will greatly improve the
overall performance of the Audit Committee. We further believe that with the
addition of other Board Members and staff the limitation on the segregation of
duties will be addressed and will no longer be a concern to management. In
addition, we believe that by having a written policy manual outlining the duties
of each of the officers and staff of the Company will facilitate better internal
control procedures.

Management will continue to monitor and evaluate the
effectiveness of the Companys internal controls and procedures and its internal
controls over financial reporting on an ongoing basis and are committed to
taking further action and implementing additional enhancements or improvements,
as necessary and as funds allow.

This Report does not include an attestation report of our
registered public accounting firm regarding internal control over financial
reporting. Our managements report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit our company to provide only our managements
report in this Report.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial
reporting that occurred during the fourth quarter of 2011 that have materially
affected or are reasonably likely to materially affect our internal control over
financial reporting.

ITEM 9B  OTHER INFORMATION


None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE


Set forth below is certain information concerning each of the
directors and executive officers of the Company as of May 31, 2010:

Name and Address
    
    Position(s )
    
    AgeAlex Eliashevsky(*)
    
    Chief Executive
      Officer and Chairman
    
    33R. Bev Harrison(*)
    
    Chief Financial
      Officer
    
    72Stephen D. Wolfe
    
    Director
    
    41


(*) Member of the Audit Committee.

Each of the directors named above will serve until the next
Annual Meeting of Shareholders or until their respective successor is duly
elected and qualified. Directors are elected for a one year term at the Annual
General Meeting of Shareholders. Officers hold their positions at the pleasure
of the Board of Directors, absent any employment agreement, of which none
currently exist or is contemplated. There is no arrangement or understanding
between any of our directors or officers and any other person pursuant to which
any director or officer was or is to be selected as a director or officer, and
there is no arrangement, plan or understanding as to whether non-management
shareholders will exercise their voting rights to continue to elect the
directors of our Board of Directors. There are also no arrangements, agreements
or understanding between non-management shareholders that may directly or
indirectly participate in or influence the management of our affairs.

Historical Backgrounds of our officers and directors

Our Board of Directors believes that its members encompass a
range of talent, skill, and experience sufficient to provide sound and prudent
guidance with respect to our operations and interests. The information below
with respect to our directors includes each directors experience,
qualifications, attributes, and skills that led our Board of Directions to the
conclusion that he or she should serve as a director.

R. Bev Harrison . R. Bev Harrison was appointed to the
position of Chief Financial Officer of the Company on June 1, 2010. From 2002
until present, Mr. Harrison has served as President of WestFactor Capital Inc.,
a factoring company that purchases commercial accounts receivable from small and
mid-sized businesses in Western Canada. Prior to joining WestFactor Capital
Inc., Mr. Harrison was President of Ashlar Capital Corporation from 1995 through
2002 and prior to joining Ashlar Capital Corporation, Mr. Harrison held senior
management positions for a number of organizations, including Davis &
Company and Columbia Computing Services Ltd. Mr. Harrison was also a partner at
Arthur Andersen & Co. from 1973 to 1986. Mr. Harrison graduated from Queen's
University in 1962 with a gold medal as top scholastic graduate.

Alex Eliashevsky . Alex Eliashevsky was appointed as
director of the Company on May 27, 2010. For over the last five years, Mr.
Eliashevsky has served as an independent equity options trader at the Chicago
Board of Options Exchange (CBOE). Prior to trading as a sole proprietor, Mr.
Eliashevsky worked as a trader with Cutler Group LP beginning in 1998. Mr.
Eliashevsky graduated from Northwestern University in 2000 with a degree in
Industrial Engineering. Mr. Eliashevsky also holds the position of Manager,
Mergers & Acquisitions with the Company. Mr. Eliashevskys understanding of
and experience in the financial markets provide valuable financial expertise to
the Board of Directors.

Stephen WolfeStephen Wolfe is the Principal Chemical
Engineer at Columbia Energy and Environmental Services, Inc. in Richland,
Washington. Mr. Wolfe has worked on the design, fabrication, testing, startup
and documentation for over 30 water treatment systems, including both the
removal of specific constituents and broader systems purifying from ground water
standards to ultra-pure. Mr. Wolfe specializes in waste water treatment with ion
exchange resins. For the past three years he has supported the pump and
treatment systems for the Hanford ground water program. Mr. Wolfe has more than
17 years of experience in process engineering, nuclear waste treatment,
transport and disposal, water treatment, project management, nuclear analysis,
facility start-up and commissioning, chemical production, analytic equipment
design, and research. He has extensive experience interfacing with the DOE, EPA
and Ecology on technical issues involving groundwater remediation processes.

No officer or director has been involved in any material legal
proceeding.

There are no arrangements, understandings, or family
relationships pursuant to which our directors or executive officers were
selected.

None of our directors and officers work full time for the
Company. Alex Eliashevsky spends approximately ten hours per month on the
affairs of the Company. R. Bev Harrison spends approximately eighty hours per
month working for the Company. We believe that both of our executive officers,
Mr. Eliashevsky and Mr. Harrison will have to increase the time they spend on
the affairs of the Company as the Companys business develops. If the Companys
executive officers are unable to increase the amount of time they dedicate to
the Company, the Company

---

will have to hire consultants to assist them. Hiring
consultants can be expensive. If the Company will not have sufficient funds to
hire consultants the Company may not be able to grow and develop and its
business may be negatively impacted.

We have entered into a consulting agreements with Harrison
Management Corporation, an entity owned by R. Bev Harrison, the Companys Chief
Financial Officer, f or certain management services to the Company.

Our Audit Committee

Our Board of Directors have appointed Alex Eliashevsky and R.
Bev Harrison to our Audit Committee. Neither of them can be considered an audit
committee financial expert as defined in Item 407 of Sarbanes-Oxley Act of
2002. The Audit Committee Members will have to search and identify an individual
who meets these requirements. This has not occurred.

Our Audit Committee Charter requires that its members monitor
the following:

- the integrity of the financial statement of our Company;
- the compliance by our Company with legal and regulatory requirements;
- the independence and performance of our Companys external auditors;
- make regular reports to our Board of Directors;
- review the annual financial statements, independence of auditors and fees
  to be paid to the independent auditors; and
- report to our Board of Directors on legal, accounting and management
  matters.

Apart from the Audit Committee, our Company does not have any
other Board committees.

Family Relationships between our Directors and Officers

There is no family relationship between our officers and
directors.

Significant Employees

Management does not believe that the Company has reached the
stage in its business development whereby we can justify hiring additional
employees other than our directors and officers.

Code of Ethics

To ensure that potential conflicts of interest are avoided or
declared, the Board of Directors adopted, on August 7, 2007, a Code of Business
Ethics and Control for the Board of Directors (the  Code ). The Code
embodies our commitment to such ethical principles and sets forth the
responsibilities of the Company and its officers and directors to its
shareholders, employees, customers, lenders and other organizations. The Code
addresses general business ethical principles and other relevant issues. A copy
of the Code may be obtained free of charge, upon written request to the Company
at 3470 E. Russell Road, Suite 275 Las Vegas, NV 89120.

Section 16(a) Beneficial Ownership Reporting Compliance

In connection with Alex Eliashevskys appointments as director
of the Company on May 27, 2010, he was required to file a Form 3 no later than
June 7, 2010. Mr. Eliashevsky filed the Form 3 on June 8, 2007.

In connection with the cancellation of an aggregate of
129,000,000 shares of the Companys common on September 14, 2009, by certain
directors and certain former shareholders of the Company, such individuals were
required to file a form 4 indicating their change in ownership. No Form 4s were
filed by such individuals to report the cancellation of some of their shares.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or
executive officers has, during the past ten years:

- been convicted in a criminal proceeding or been subject to a pending
  criminal proceeding (excluding traffic violations and other minor offences);

---

- had any bankruptcy petition filed by or against the business or property of
  the person, or of any partnership, corporation or business association of
  which he was a general partner or executive officer, either at the time of the
  bankruptcy filing or within two years prior to that time;
- been subject to any order, judgment, or decree, not subsequently reversed,
  suspended or vacated, of any court of competent jurisdiction or federal or
  state authority, permanently or temporarily enjoining, barring, suspending or
  otherwise limiting, his involvement in any type of business, securities,
  futures, commodities, investment, banking, savings and loan, or insurance
  activities, or to be associated with persons engaged in any such activity;
- been found by a court of competent jurisdiction in a civil action or by the
  SEC or the Commodity Futures Trading Commission to have violated a federal or
  state securities or commodities law, and the judgment has not been reversed,
  suspended, or vacated;
- been the subject of, or a party to, any federal or state judicial or
  administrative order, judgment, decree, or finding, not subsequently reversed,
  suspended or vacated (not including any settlement of a civil proceeding among
  private litigants), relating to an alleged violation of any federal or state
  securities or commodities law or regulation, any law or regulation respecting
  financial institutions or insurance companies including, but not limited to, a
  temporary or permanent injunction, order of disgorgement or restitution, civil
  money penalty or temporary or permanent cease-and-desist order, or removal or
  prohibition order, or any law or regulation prohibiting mail or wire fraud or
  fraud in connection with any business entity; or
- been the subject of, or a party to, any sanction or order, not subsequently
  reversed, suspended or vacated, of any self-regulatory organization (as
  defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any
  registered entity (as defined in Section 1(a)(29) of the Commodity Exchange
  Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
  organization that has disciplinary authority over its members or persons
  associated with a member.

Except as set forth in our discussion below in Certain
Relationships and Related Transactions, and Director Independence none of our
directors, director nominees or executive officers has been involved in any
transactions with us or any of our directors, executive officers, affiliates or
associates which are required to be disclosed pursuant to the rules and
regulations of the SEC.

ITEM 11. EXECUTIVE COMPENSATION


The following table sets forth the compensation paid by our
Company for the fiscal years ending March 31, 2009, 2010 and 2011, for each of
our officers and directors. This information includes dollar value of base
salaries, bonus awards and number of stock options granted, and certain other
compensation, if any. The compensation discussed addresses all compensation
awarded to, earned by, or paid to named executive officers.

---

Summary Compensation Table

|Name and Principal
      Position (a)                                                                                 | Year (b)              | Salary ($)
      (c) | Bonus ($) (d) | Stock Awards ($)
      (e) | Option Awards ($)
      (f) | Non-equity Incentive Plan
      Compensation ($) (g) | Change in Pension value and
      Nonqualified Compensation Earnings ($) (h) | All other Compensation
      ($) (i)
|--------------------------------------------------------------------------------------------------------------------- | --------------------- | -------------------- | ------------- | -------------------------- | --------------------------- | ---------------------------------------------------- | ---------------------------------------------------------------------------- | ------------------------------------
|                                                                                                                      |                       |                      |               |                            |                             |                                                      |                                                                              |                                     
|Deborah Appana Director,
      Former Chief Executive Officer and President (1)                                       | 2011 
      2010 2009 | -0- -0- -0-          | -0- -0- -0-   | -0- -0- -0-                | -0- -0- -0-                 | -0- -0- -0-                                          | -0- -0- -0-                                                                  | -0- -0- -0-                         
|                                                                                                                      |                       |                      |               |                            |                             |                                                      |                                                                              |                                     
|Ashmi Deo Director,
      Secretary, Former Chief Financial Officer, Chief
      Accounting Officer and Treasurer (2) | 2011 
      2010 2009 | -0- -0- -0-          | -0- -0- -0-   | -0- -0- -0-                | -0- -0- -0-                 | -0- -0- -0-                                          | -0- -0- -0-                                                                  | -0- -0- -0-                         
|                                                                                                                      |                       |                      |               |                            |                             |                                                      |                                                                              |                                     
|Adi Muljo Director, Chief
      Executive Officer and Chairman of the Board (3)                                       | 2011 
      2010 2009 | -0- -0- -0-          | -0- -0- -0-   | -0- -0- -0-                | -0- -0- -0-                 | -0- -0- -0-                                          | -0- -0- -0-                                                                  | -0- -0- -0-                         
|                                                                                                                      |                       |                      |               |                            |                             |                                                      |                                                                              |                                     
|John J. Ryan III
      President (4)                                                                                  | 2011 
      2010 2009 | -0- -0- -0-          | -0- -0- -0-   | -0- -0- -0-                | -0- -0- -0-                 | -0- -0- -0-                                          | -0- -0- -0-                                                                  | -0- -0- -0-                         
|                                                                                                                      |                       |                      |               |                            |                             |                                                      |                                                                              |                                     
|R. Bev Harrison Chief
      Financial Officer (5)                                                                     | 2011 
      2010 2009 | $31,500 -0- -0-      | -0- -0- -0-   | 126,000 -0- -0-            | 400,000 -0- -0-             | -0- -0- -0-                                          | -0- -0- -0-                                                                  | -0- -0- -0-                         
|                                                                                                                      |                       |                      |               |                            |                             |                                                      |                                                                              |                                     
|Alex Eliashevsky
      Director, Chief Executive Officer and Chairman (6)                                             | 2011 
      2010 2009 | -0- -0- -0-          | -0- -0- -0-   | -0- -0- -0-                | 500,000 -0- -0-             | -0- -0- -0-                                          | -0- -0- -0-                                                                  | -0- -0- -0-                         

|(1) | Ms. Appana has resigned as the Companys Chief Executive
      Officer and President on July 20, 2009.                                                                             
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Ms. Deo resigned as the Companys Chief Financial Officer
      and Treasurer on July 1, 2010.                                                                                     
|(3) | Adi Muljo was appointed a director, Chairman of the Board
      of Directors and Chief Executive Officer of the Company on July 20, 2009
      and he resigned on October 15, 2010.
|(4) | John J. Ryan III was appointed as President of the
      Company on July 20, 2009 and he resigned August 27, 2010.                                                                 
|(5) | R. Bev Harrison was appointed to the position of Chief
      Financial Officer of the Company on July 1, 2010.                                                                     
|(6) | Alex Eliashevsky was appointed as director of the Company
      on May 27, 2010 and Chief Executive Officer on October 15,
  2010.                                                 

Retirement, Post-Termination and Change of Control

We have no retirement, pension, or profit-sharing programs for
the benefit of directors, officers or other future employees, nor do we have
post-termination or change in control arrangements with directors and officers
or anyone else, but our Board of Directors may recommend adoption of one or more
such programs in the future if our cash position and operating revenues warrant
it.

Employment Agreements with Executive Officers and
Directors

There are no employment agreements with any officers or
directors of our Company.

On July 1, 2010 the Company entered into an Independent
Contractor Agreement with Harrison Management Company, an entity owned by R. Bev
Harrison, the Company Chief Financial Officer (the  Harrison Agreement
). Under the terms of the Harrison Agreement, Mr. Harrison will provide certain
management services to the Company. The Company will compensate Harrison
Management Company at the lesser of $150 per hour or $7,000 per month in the
form of 50% cash and 50% stock options with an exercise price per share of fair
market value as of the date of the grant.

---

Stock Option Plan

On September 20, 2010 the directors approved the 2010 Stock
Option Plan which permits the Company to issue up to 2,200,000 shares of common
stock to directors, officers, employees and consultants of the Company upon the
exercise of stock options granted under the 2010 Plan. The options have an
exercise price of $0.50 per share and vest at the rate of 20% per annum.

Bonuses and Deferred Compensation

None.

Compensation Pursuant to Plans

None.

Pension Table

None.

Termination of Employment

There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any person named in
Summary Compensation Table set out above which would in any way result in
payments to any such person because of his resignation, retirement, or other
termination of such persons employment with the Company, or any change in
control of the Company, or a change in the persons responsibilities following a
change in control of the Company.

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


Security Ownership of Certain Beneficial Owners and
Management

The following table sets forth, as of March 31, 2011 (based on
29,880,571 total outstanding shares), the total number of shares owned
beneficially by each of our directors, officers and key employees, individually
and as a group, and the present owners of 5% or more of our total outstanding
shares. The shareholder listed below has direct ownership of his/her shares and
possesses sole voting and dispositive power with respect to the shares.

---

|Title of Class         | Name and Address of
      Beneficial Owner                                                       | Amount and 
nature of 
Beneficial 
Ownership | Percent of Class
|---------------------- | ------------------------------------------------------------------------------------------------ | -------------------------------------------- | ----------------
|                       |                                                                                                  |                                              |                 
|Officers and Directors |                                                                                                  |                                              |                 
|                       |                                                                                                  |                                              |                 
|Common Stock           | Alex Eliashevsky
      (1) 100 Jericho Quadrangle, Suite 339, Jericho, New York
      11753-2702 | 200,000 (1)                                  | 0.01%           
|                       |                                                                                                  |                                              |                 
|Common Stock           | Directors and
      Officers as a Group (5 persons)                                              | 200,000                                      | 0.01%           
|                       |                                                                                                  |                                              |                 
|5% Shareholders        |                                                                                                  |                                              |                 
|                       |                                                                                                  |                                              |                 
|Common Stock           | Devi Kirpal
      Nasela, Wainibokasi PO Box 3251 Nausori, Fiji                                  | 2,400,000                                    | 8.0%            
|                       |                                                                                                  |                                              |                 
|Common Stock           | Antonio Grande
      848 Old Lauers Lance Wyomissing, PA 19610                                   | 1,500,000                                    | 5.0%            

(1) Mr. Alex Eliashevsky, one of the Companys directors and
the Companys Manager, Mergers & Acquisitions, is the beneficial owner of
200,000 common shares which are held of record by Alliana Group, LLC. Mr.
Eliashevsky is the managing member of Alliana Group, LLC.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
      AND DIRECTOR INDEPENDENCE


Related Party Transactions

In addition, on July 1, 2010 the Company entered into an
Independent Contractor Agreement with Harrison Management Company, an entity
owned by R. Bev Harrison, the Company Chief Financial Officer (the  Harrison
Agreement ). Under the terms of the Harrison Agreement, Mr. Harrison will
provide certain management services to the Company. The Company will compensate
Harrison Management Company at the lesser of $150 per hour or $7,000 per month
in the form of 50% cash and 50% stock options with an exercise price per share
of fair market value as of the date of the grant.

In July, 2010, Alliana Group, LLC purchased 200,000 shares of
the Companys common stock in a private placement by the Company. Mr.
Eliashevsky, one of the Companys directors, is also the managing member of
Alliana Group, LLC, and therefore he is considered a beneficial owner of such
shares.

Review, Approval or Ratification of Transactions with
Related Persons

Although we adopted the Code, we still rely on our board to
review related party transactions on an ongoing basis to prevent conflicts of
interest. Our board reviews a transaction in light of the affiliations of the
director, officer or employee and the affiliations of such persons immediate
family. Transactions are presented to our board for approval before they are
entered into or, if this is not possible, for ratification after the transaction
has occurred. If our board finds that a conflict of interest exists, then it
will determine the appropriate remedial action, if any. Our board approves or
ratifies a transaction if it determines that the transaction is consistent with
the best interests of the Company. For the above transaction, the board approved
and ratified the transaction, finding it in the best interest of the Company.

---

Director Independence

During fiscal 2011, we had no independent director on our board
until Mr. Wolfe joined the board in March, 2011. We evaluate independence by the
standards for director independence established by applicable laws, rules, and
listing standards including, without limitation, the standards for independent
directors established by The New York Stock Exchange, Inc., The NASDAQ National
Market, and the Securities and Exchange Commission.

Subject to some exceptions, these standards generally provide
that a director will not be independent if (a) the director is, or in the past
three years has been, an employee of ours; (b) a member of the directors
immediate family is, or in the past three years has been, an executive officer
of ours; (c) the director or a member of the directors immediate family has
received more than $120,000 per year in direct compensation from us other than
for service as a director (or for a family member, as a non-executive employee);
(d) the director or a member of the directors immediate family is, or in the
past three years has been, employed in a professional capacity by our
independent public accountants, or has worked for such firm in any capacity on
our audit; (e) the director or a member of the directors immediate family is,
or in the past three years has been, employed as an executive officer of a
company where one of our executive officers serves on the compensation
committee; or (f) the director or a member of the directors immediate family is
an executive officer of a company that makes payments to, or receives payments
from, us in an amount which, in any twelve-month period during the past three
years, exceeds the greater of $1,000,000 or two percent of that other companys
consolidated gross revenues.

Annual Board Meetings

The Board of Directors did not have any meetings in the fiscal
year ended March. 31 2011. All actions taken by the Board of Directors were
taken by unanimous written consent of the Board of Directors.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


(1)          
Audit Fees

The aggregate fees billed by the independent registered
accountants for the year ended March. 31, 2011 for professional services for the
review of the quarterly financial statements as of June 30, 2010 September 30,
2010 and December 31, 2010, annual financial statements as of March. 31, 2011
and services that are normally provided by the accountants in connection with
statutory and regulatory filings or engagements for those periods was $31,480.

The aggregate fees billed by the independent registered
accountants for the year ended March 31, 2010 for professional services for the
review of the quarterly financial statements as of June 30, 2009, September 30,
2009 and December 31, 2009, annual financial statements as of March 31, 2010 and
services that are normally provided by the accountants in connection with
statutory and regulatory filings or engagements for those periods was nil.

(2)          
Audit-Related Fees

The aggregate fees billed in each of the periods mentioned
above for assurance and related services by the principal accountants that are
reasonably related to the performance of the audit or review of the Companys
financial statements and are not reported under Item 9 (e)(1) of Schedule 14A
was NIL.

(3)          
Tax Fees

The aggregate fees billed in March 31, 2011 for professional
services rendered by the principal accountants for tax compliance, tax advice,
and tax planning was NIL.

(4)          
All Other Fees

During the fiscal year ended March 31, 2009 and the fiscal year
ended March. 31, 2011 there were no other fees charged by the principal
accountants other than those disclosed in (1) and (3) above.

(5)           Audit
Committees Pre-approval Policies

The Audit Committee pre-approves all audit and non-audit
services to be performed by the principal accountants in accordance with the
rules and regulations promulgated under the Securities Exchange Act of 1934, as
amended. The Board of Directors pre-approved 100% of the audit, audit-related
and tax services performed by the principal accountants in fiscal 2011.

---

(6)         
 Audit Hours Incurred

The principal accountants did not spend greater than 50 percent
of the hours spent on the accounting by the Companys internal accountant.

PART IV

ITEM 15. EXHIBITS , FINANCIAL STATEMENTS SCHEDULES


(a) (1) Financial Statements. The following financial
statements are included in this report:

|Title of Document                                                                            |  | Page
|-------------------------------------------------------------------------------------------- |  | ----
|                                                                                             |  |     
|Report of Madsen & Associates, CPAs
      Inc.                                               |  | 35  
|                                                                                             |  |     
|Balance Sheet as of
      March. 31, 2011 and 2010                                           |  | 36  
|                                                                                             |  |     
|Statement of Operations
      for the years ended March. 31, 2011 and 2010                   |  | 37  
|                                                                                             |  |     
|Statement of
      Stockholders Deficit for the period from March 31,2009 to March 21, 2010 |  | 38  
|                                                                                             |  |     
|Statement of Cash Flows
      for the years ended March. 31, 2011 and 2010                   |  | 39  
|                                                                                             |  |     
|Notes to the Financial
      Statements                                                      |  | 40  

(a) (2) Financial Statement Schedules

The following financial statement schedules are included as
part of this report:

None.

(a) (3) Exhibits

The following exhibits are included as part of this report by
reference:

|2     |  | Corporate Charter
        (incorporated by reference from Culture Medium Holdings Corp.s Registration
        Statement on Form S-1 filed on June 17, 2008, Registration No. 333-151708)                            
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                                                      
|3(i)  |  | Articles of Incorporation
        (incorporated by reference from Culture Medium Holdings Corp.s Registration
        Statement on Form S-1 filed on June 17, 2008, Registration No. 333-151708)                    
|      |  |                                                                                                                                                                                                                      
|3(ii) |  | By-laws (incorporated
        by reference from Culture Medium Holdings Corp.s Registration Statement
        on Form S-1 filed on June 17, 2008, Registration No. 333-151708)                                      
|      |  |                                                                                                                                                                                                                      
|10.1  |  | Transfer Agent
        and Registrar Agreement (incorporated by reference from Culture Medium
        Holdings Corp.s Registration Statement on Form S-1 filed on June
        17, 2008 Registration No. 333-151708)
|      |  |                                                                                                                                                                                                                      
|10.6  |  | Independent
        Contractor Agreement dated July 1, 2010 by and between Culture Medium
        Holdings Corp. and Harrison Management Corporation                                                                 
|      |  |                                                                                                                                                                                                                      
|31.1  |  | Rule
        13(a)  14(a)/15(d)  14(a) Certification (Principal Executive
        Officer)                                                                                                                         
|      |  |                                                                                                                                                                                                                      
|31.2  |  | Rule
        13(a)  14(a)/15(d)  14(a) Certification (Principal Financial
        Officer)                                                                                                                         
|      |  |                                                                                                                                                                                                                      
|32.1  |  | Section
        1350 Certification                                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                      
|32.2  |  | Section
        1350 Certifications                                                                                                                                                                                  

---

SIGNATURES


Pursuant to the requirements of Section 13 and 15(d) of the
Securities Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereto duly authorized.

|CULTURE MEDIUM HOLDINGS CORP.        | 
|------------------------------------ | 
|(Registrant)                         | 
|                                     | 
|By: /s/Alex
      Eliashevsky        | 
|Alex Eliashevsky                     | 
|Chief Executive Officer and Director | 
|Date: August 15, 2011                | 

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following person on its behalf of
the requirement and in the capillaries on the dates indicated.

|By: /s/ Alex
      Eliashevsky       | 
|------------------------------------ | 
|Alex Eliashevsky                     | 
|Chief Executive Officer and Director | 
|Date: August 15, 2011                | 
|                                     | 
|By: /s/R. Bev
      Harrison         | 
|R. Bev Harrison                      | 
|Chief Financial Officer              | 
|Date: August 15, 2011                | 
|                                     | 
|By: /s/Stephen D.
      Wolfe        | 
|Stephen D. Wolfe                     | 
|Director                             | 
|Date: August 15, 2011                | 

---

|MADSEN & ASSOCIATES CPA’s INC.  | 684 East Vine Street, #3
|------------------------------- | ------------------------
|Certified    Public Accountants | Murray, Utah, 84107     
|                                | Telephone 801-268-2632  
|                                | Fax 801-262-3978        

To the Board of Directors  and 
  Stockholders of Culture  Medium Holdings Corp. and Subsidiaries
  (formerly Brand Neue  Corporation)

REPORT OF  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the  accompanying consolidated balance sheets of Culture Medium Holdings Corp. and  Subsidiaries (formerly Brand Neue Corporation) (The Company) as of March 31,  2011 and 2010, and the related consolidated statements of operations,  stockholders’ equity (deficit), and cash flows for each of the years in the  two-year period ended March 31, 2011. The Company’s management is responsible  for these financial statements. Our responsibility is to express an opinion on  these 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 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 purposes 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 audits provide a  reasonable basis for our opinion.

In our opinion, the  financial statements referred to above present fairly, in all material  respects, the consolidated financial position of Culture Medium Holdings Corp.  and Subsidiaries (formerly Brand Neue Corporation) as of March 31, 2011 and  2010, and the consolidated results of its operations and its cash flows for each  of the years in the two-year period ended March 31, 2011, in conformity with accounting  principles generally accepted in the United States of America.

The accompanying financial  statements have been prepared assuming that the Company will continue as a  going concern. The Company will need additional working capital to service its  debt and for its planned activity, which raises substantial doubt about its  ability to continue as a going concern. Management's plans in regard to these  matters are described in the notes to the financial statements. These financial  statements do not include any adjustments that might result from the outcome of  this uncertainty.



“Madsen & Associates CPA’s, Inc.”
  Murray, Utah
August 12, 2011

---

CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES(formerly Brand Neue Corporation)

CONSOLIDATED BALANCE SHEET - MARCH 31

|                                                                                                                                                                     |   | 2011       |   |   | 2010     |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | -------- | -
|ASSETS                                                                                                                                                               |   |            |   |   |          |  
|Current Assets                                                                                                                                                       |   |            |   |   |          |  
|Cash                                                                                                                                                                 | $ | 115,734    |   | $ | 155      |  
|Accounts and advances receivable (Note 3)                                                                                                                            |   | 482,521    |   |   | -        |  
|Inventories                                                                                                                                                          |   | 330,643    |   |   | -        |  
|Prepaid expenses                                                                                                                                                     |   | 106,132    |   |   | 2,605    |  
|Net assets of discontinued operations (Note
      10)                                                                                                                |   | 76,615     |   |   | -        |  
|                                                                                                                                                                     |   |            |   |   |          |  
|                                                                                                                                                                     |   | 1,111,645  |   |   | 2,760    |  
|                                                                                                                                                                     |   |            |   |   |          |  
|Distribution rights, net of accumulated
      amortization of $5,850                                                                                                 |   | 111,150    |   |   | -        |  
|Website, net of accumulated amortization of $5,363 (Note 4)                                                                                                          |   | 90,153     |   |   | 25,470   |  
|Licence fees (Note 14)                                                                                                                                               |   | -          |   |   | 285,000  |  
|Goodwill (Note 5)                                                                                                                                                    |   | 1,000,000  |   |   |          |  
|                                                                                                                                                                     |   |            |   |   |          |  
|TOTAL ASSETS                                                                                                                                                         | $ | 2,312,948  |   | $ | 313,230  |  
|LIABILITIES AND SHAREHOLDERS' EQUITY
      (DEFICIENCY)                                                                                                              |   |            |   |   |          |  
|Current Liabilities                                                                                                                                                  |   |            |   |   |          |  
|Accounts payable                                                                                                                                                     | $ | 394,303    |   | $ | 60,165   |  
|Accrued expenses                                                                                                                                                     |   | 243,540    |   |   | -        |  
|Advances payable                                                                                                                                                     |   | 150,745    |   |   | -        |  
|Notes and debentures payable (Note 6)                                                                                                                                |   | 323,408    |   |   | 440,628  |  
|Due to related parties (Notes 6 and 7)                                                                                                                               |   | 469,614    |   |   | 90,371   |  
|                                                                                                                                                                     |   |            |   |   |          |  
|TOTAL CURRENT LIABILITIES                                                                                                                                            |   | 1,581,610  |   |   | 591,164  |  
|                                                                                                                                                                     |   |            |   |   |          |  
|Debentures payable (Note 6)                                                                                                                                          |   | 275,000    |   |   | -        |  
|                                                                                                                                                                     |   |            |   |   |          |  
|TOTAL LIABILITIES                                                                                                                                                    |   | 1,856,610  |   |   | 591,164  |  
|                                                                                                                                                                     |   |            |   |   |          |  
|STOCKHOLDERS' EQUITY (DEFICIENCY)                                                                                                                                    |   |            |   |   |          |  
|Culture Medium Holding Corp. And Subsidiaries Stockholders
      Equity (Deficit)                                                                                   |   |            |   |   |          |  
|Common stock: $0.001 par value, 500,000,00
      shares authorized 29,880,571 issued at March 31, 2011 and
      24,371,905 issued at March 31, 2010 (Notes 8 and 9) |   | 29,880     |   |   | 24,372   |  
|Additional Paid-in Capital                                                                                                                                           |   | 2,239,476  |   |   | 43,004   |  
|Retained (deficit)                                                                                                                                                   |   | (2,579,267 | ) |   | (345,310 | )
|Common stock to be issued (Note 5)                                                                                                                                   |   | 1,000,000  |   |   | -        |  
|Total Culture Medium Holdings Corp. And
      Subsidiaries Stockholders                                                                                             |   |            |   |   |          |  
|Equity (Deficit)                                                                                                                                                     |   | 690,089    |   |   | (277,934 | )
|Noncontrolling interest (Note 11)                                                                                                                                    |   | (233,751   | ) |   | -        |  
|                                                                                                                                                                     |   | 456,338    |   |   | (277,934 | )
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                           | $ | 2,312,948  |   | $ | 313,230  |  

The accompanying notes are an integral part of these
consolidated financial statements.

---

CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES(formerly Brand Neue Corporation)

CONSOLIDATED STATEMENT OF OPERATIONSFor the years
ended March 31

|                                                                                 |   | 2011        |   |  | 2010       |  
|-------------------------------------------------------------------------------- | - | ----------- | - |  | ---------- | -
|                                                                                 |   |             |   |  |            |  
|SALES                                                                            | $ | 977,133     |   |  | -          |  
|COST OF SALES                                                                    |   | 280,094     |   |  | -          |  
|Gross Income                                                                     |   | 697,039     |   |  |            |  
|                                                                                 |   |             |   |  |            |  
|OPERATING EXPENSES                                                               |   |             |   |  |            |  
|General and administrative                                                       |   | 1,087,867   |   |  | 257,458    |  
|Sales and marketing                                                              |   | 731,916     |   |  | -          |  
|Impairment losses (Notes 4 and 12)                                               |   | 920,879     |   |  | -          |  
|Operating income (loss)                                                          |   | (2,043,623  | ) |  | (257,458   | )
|                                                                                 |   |             |   |  |            |  
|OTHER                                                                            |   |             |   |  |            |  
|Start-up costs of subsidiary                                                     |   | 200,488     |   |  | -          |  
|Interest expense, net of
      interest income of $10,000                        |   | 63,747      |   |  | 12,159     |  
|Income (loss) from continuing operations                                         |   | (2,307,858  | ) |  | (269,617   | )
|                                                                                 |   |             |   |  |            |  
|DISCONTINUED OPERATIONS (Note 9)                                                 |   |             |   |  |            |  
|Loss from operations of Inteledgent
      Lighting Solutions Inc.                |   | 159,851     |   |  | -          |  
|Net Loss                                                                         |   | (2,467,709  | ) |  | (269,617   | )
|                                                                                 |   |             |   |  |            |  
|                                                                                 |   |             |   |  |            |  
|Less net (loss) attributable to
      noncontrolling interest (Note 11)          |   | (233,751    | ) |  | -          |  
|                                                                                 |   |             |   |  |            |  
|NET LOSS ATTRIBUTABLE TO CULTURE MEDIUM
      HOLDINGS CORP. AND SUBSIDIARIES    |   | ($2,233,957 | ) |  | ($269,617  | )
|                                                                                 |   |             |   |  |            |  
|NET LOSS PER COMMON SHARE FROM CONTINUING
      OPERATIONS  BASIC AND DILUTED   |   | ($0.08      | ) |  | ($0.01     | )
|                                                                                 |   |             |   |  |            |  
|NET LOSS PER COMMON SHARE FROM DISCONTINUED
      OPERATIONS  BASIC AND DILUTED |   | ($0.01      | ) |  | -          |  
|                                                                                 |   |             |   |  |            |  
|WEIGHTED AVERAGE SHARES OUTSTANDING  BASIC
      AND DILUTED                    |   | 27,494,154  |   |  | 24,371,905 |  

The accompanying notes are an integral part of these
consolidated financial statements.

---

CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES(formerly Brand Neue Corp)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)For the years ending March 31, 2011 and 2010

|                                     |  |              |  |   |         |  |   |            |  |   |            |   |   | Common      |  |   |          |   |   |            |  
|------------------------------------ |  | ------------ |  | - | ------- |  | - | ---------- |  | - | ---------- | - | - | ----------- |  | - | -------- | - | - | ---------- | -
|                                     |  |              |  |   |         |  |   | Additional |  |   |            |   |   | Stock       |  |   | Non-     |   |   |            |  
|                                     |  | Common Stock |  |   | Paid-In |  |   | Cumulative |  |   | To Be      |   |   | Controlling |  |   |          |  
|                                     |  | Shares       |  |   | Amount  |  |   | Capital    |  |   | Deficit    |   |   | Issued      |  |   | Interest |   |   | Total      |  
|Balance, March 31, 2009              |  | 24,371,905   |  | $ | 24,372  |  | $ | 27,404     |  |   | (75,693    | ) |   | -           |  |   | -        |   | $ | (23,917    | )
|Contributed expenses                 |  |              |  |   |         |  |   | 15,600     |  |   |            |   |   |             |  |   |          |   |   | 15,600     |  
|Net loss for the year                |  |              |  |   |         |  |   |            |  |   | (269,617   | ) |   |             |  |   |          |   |   | (269,617   | )
|Balance, March 31, 2010              |  | 24,371,905   |  |   | 24,372  |  |   | 43,004     |  |   | (345,310   | ) |   | -           |  |   | -        |   |   | (277,934   | )
|Shares issued for cash               |  | 1,708,666    |  |   | 1,708   |  |   | 448,160    |  |   |            |   |   |             |  |   |          |   |   | 449,868    |  
|Shares issued for debt               |  | 900,000      |  |   | 900     |  |   | 449,100    |  |   |            |   |   |             |  |   |          |   |   | 450,000    |  
|Discount on convertible notes        |  |              |  |   |         |  |   | 51,138     |  |   |            |   |   |             |  |   |          |   |   | 51,138     |  
|Accrued cost of stock options        |  |              |  |   |         |  |   | 107,443    |  |   |            |   |   |             |  |   |          |   |   | 107,443    |  
|Shares issued for services           |  | 400,000      |  |   | 400     |  |   | 199,600    |  |   |            |   |   |             |  |   |          |   |   | 200,000    |  
|Shares issued to acquire subsidiary  |  | 2,500,000    |  |   | 2,500   |  |   | 622,500    |  |   |            |   |   |             |  |   |          |   |   | 625,000    |  
|Warrants issued with stock, for cash |  |              |  |   |         |  |   | 318,531    |  |   |            |   |   |             |  |   |          |   |   | 318,531    |  
|Shares to be issued (Note 5)         |  |              |  |   |         |  |   |            |  |   |            |   |   | 1,000,000   |  |   |          |   |   | 1,000,000  |  
|Net loss for the year                |  |              |  |   |         |  |   |            |  |   | (2,233,957 | ) |   |             |  |   | (233,751 | ) |   | (2,467,708 | )
|Balance, March 31, 2011              |  | 29,880,571   |  | $ | 29,880  |  | $ | 2,239,476  |  | $ | (2,579,267 | ) | $ | 1,000,000   |  | $ | (233,751 | ) | $ | 456,337    |  

The accompanying notes are an integral part of these
consolidated financial statements.

---

CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES(formerly Brand Neue Corp)

STATEMENTS OF CONSOLIDATED CASH FLOWSFor the years
ended March 31.

|                                                                                 |   | 2011        |   |   | 2010      |  
|-------------------------------------------------------------------------------- | - | ----------- | - | - | --------- | -
|OPERATING ACTIVITIES                                                             |   |             |   |   |           |  
|Net income (loss)                                                                |   | ($2,467,709 | ) |   | ($269,617 | )
|Adjustments to reconcile
      net loss to net cash used in operating activities |   |             |   |   |           |  
|Amortization                                                                     |   | 32,600      |   |   | 15,878    |  
|Contributed
      expenses                                                       |   | -           |   |   | 15,600    |  
|Stock issued for services                                                        |   | 200,000     |   |   |           |  
|Impairment loss on license fees, ILS acquisition, and website                    |   | 920,879     |   |   | -         |  
|Compensation cost of stock options.                                              |   | 107,442     |   |   |           |  
|Net assets of
      discontinued operations                                      |   | (76,615     | ) |   | -         |  
|Change in operating assets and liabilities                                       |   |             |   |   |           |  
|Accounts and
      advances receivable                                           |   | (482,521    | ) |   | -         |  
|Inventory                                                                        |   | (80,643     | ) |   | -         |  
|Prepaid                                                                          |   | (103,527    | ) |   | (2,605    | )
|Accounts payable                                                                 |   | 334,138     |   |   | 45,502    |  
|Accrued expenses                                                                 |   | 243,540     |   |   | -         |  
|Advances payable                                                                 |   | 150,745     |   |   | -         |  
|Net cash used in operating activities                                            |   | (1,221,671  | ) |   | (195,242  | )
|INVESTING ACTIVITIES                                                             |   |             |   |   |           |  
|Purchase of license fees                                                         |   | -           |   |   | (300,000  | )
|Website                                                                          |   | (107,265    | ) |   | (26,348   | )
|Net cash used in investing activities                                            |   | (107,265    | ) |   | (326,348  | )
|FINANCING ACTIVITIES                                                             |   |             |   |   |           |  
|Proceeds from issuance of
      common stock                                     |   | 768,400     |   |   | 300,000   |  
|Proceeds from sale of debentures                                                 |   | 275,000     |   |   | -         |  
|Advances from directors                                                          |   | 388,615     |   |   | 80,865    |  
|Payment on notes payable                                                         |   | (50,000     | ) |   | -         |  
|Proceeds from sale of notes                                                      |   | 62,500      |   |   | 140,628   |  
|Net cash provided by financing activities                                        |   | 1,444,515   |   |   | 521,493   |  
|                                                                                 |   |             |   |   |           |  
|NET INCREASE (DECREASE) IN CASH                                                  |   | 115,579     |   |   | (97       | )
|                                                                                 |   |             |   |   |           |  
|CASH, BEGINNING OF YEAR                                                          |   | 155         |   |   | 252       |  
|                                                                                 |   |             |   |   |           |  
|CASH, END OF YEAR                                                                | $ | 115,734     |   | $ | 155       |  
|                                                                                 |   |             |   |   |           |  
|Cash paid for interest                                                           | $ | 7,857       |   |   |           |  
|SUPPLEMENTAL DISCLOSURE OF NON CASH
      FINANCING ACTIVITIES                   |   |             |   |   |           |  
|                                                                                 |   |             |   |   |           |  
|400,000
      common shares issued for investor relation services                | $ | 200,000     |   |   |           |  
|900,000 common shares issued for debt                                            | $ | 450,000     |   |   |           |  
|2,500,000 common shares
      issued for shares of subsidiary                    | $ | 625,000     |   |   |           |  
|Loan proceeds paid by third party to
      supplier for inventory                | $ | 250,000     |   |   |           |  
|2,000,000 common shares
      issued for shares of subsidiary                    | $ | 1,000,000   |   |   |           |  

The accompanying notes are an integral part of these
consolidated financial statements.

---

CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES
(formerly Brand Neue Corp.) Notes to the Consolidated Financial
Statements 
  March 31, 2011

|1. | ORGANIZATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Culture Medium Holdings Corp. was organized under the
      laws of the State of Nevada on March 15, 2007 with the authorized capital
      stock of 500,000,000 shares at $0.001 par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On July 10, 2009, the Companys Articles of Incorporation
      were amended to change its name from Qele Resources, Inc. to Brand Neue
      Corp. On March 4, 2011 the Company merged with its wholly owned
      subsidiary and assumed the name of Culture Medium Holdings
  Corp.                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Accounting Methods                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company recognizes income and expenses based on the
      accrual method of accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The consolidated financial statements of the Company
      include the Company and its wholly-owned and majority-owned subsidiaries.
      All material intercompany balances and transactions have been eliminated.
      For those consolidated subsidiaries in which the Company's ownership is
      less than 100 percent (100%), the outside stockholders' interests are
      shown as noncontrolling interest in the Company's consolidated balance
      sheet. The noncontrolling interest of the Company's earnings or loss is
      classified as net income or loss attributable to noncontrolling interest
      in the consolidated statement of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Dividend Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company has not yet adopted a policy regarding
      payment of dividends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company utilizes the liability method of accounting
      for income taxes. Under the liability method deferred tax assets and
      liabilities are determined based on differences between financial
      reporting and the tax bases of the assets and liabilities and are measured
      using the enacted tax rates and laws that will be in effect, when the
      differences are expected to be reversed. An allowance against deferred tax
      assets is recorded, when it is more likely than not, that such tax
      benefits will not be realized.                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | On March 31, 2011 the Company had a net operating loss
      carry forward of $2,579,267 for income tax purposes. The tax benefit of
      approximately $877,000 from the loss carry forward has been fully offset
      by a valuation reserve because the future tax benefit is undeterminable
      since the Company is unable to establish a predictable projection of
      operating profits for future years. Losses will expire during
  2031.                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Financial and Concentrations Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The company has no financial risks. However all of
      Voyagers revenue are from the sale of one product.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Basic and Diluted Net Income (loss) Per
    Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Basic net incomes (loss) per share amounts are computed
      based on the weighted average number of shares actually outstanding.
      Diluted net income (loss) per share amounts are computed using the
      weighted average number of common and common equivalent shares outstanding
      as if shares had been issued on the exercise of the common share rights
      unless the exercise becomes antidulutive and then the basic and diluted
      per share amounts are the same.                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Statement of Cash Flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | For the purposes of the statement of cash flows, the
      Company considers all highly liquid investments with a maturity of three
      months or less to be cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

---

|   | Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Revenue is recognized on the sale and delivery of a
      product or the completion of a service provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Inventory                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Inventory is carried at the lower of cost and net
      realizable value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Amortization of Distribution Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company amortizes its distribution rights on a
      straight-line basis over its useful life of five years. Management will,
      on an annual basis, review the useful life of these costs to determine if
      there is impairment in their value.                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Amortization of Website                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company has determined the useful life of its website
      to be five year and amortizes its original cost on a straight line bases.
      Management will, on an annual basis, review the useful life of its website
      to determine if there is impairment in its value.                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Start-up Costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company expenses start-up costs as they are incurred.
      In 2011 $200,488 of such costs were expensed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Advertising and Market Development                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The company expenses advertising and market development
      costs as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Impairment of Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company reviews and evaluates long-lived assets for
      impairment when events or changes in circumstances indicate that the
      related carrying amounts may not be recoverable. The assets are subject to
      impairment consideration under ASC 360-10-35-17 if events or circumstances
      indicate that their carrying amount might not be recoverable. When the
      Company determines that an impairment analysis should be done, the
      analysis will be performed using the rules of ASC 930-360-35, Asset
      Impairment, and 360- 10-15-3 through 15-5, Impairment or Disposal of
      Long-Lived Assets.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Estimates and Assumptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Management uses estimates and assumptions in preparing
      financial statements in accordance with generally accepted accounting
      principles. Those estimates and assumptions affect the reported amounts of
      the assets and liabilities, the disclosure of contingent assets and
      liabilities, and the reported revenues and expenses. Actual results could
      vary from the estimates that were assumed in preparing these financial
      statements.                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The carrying amounts of financial instruments are
      considered by management to be their estimated fair values due to their
      short term maturities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company does not expect that the adoption of other
      recent accounting pronouncements will have a material impact on its
      financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Foreign Currency Translations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Part of the transactions of the Company were completed in
      Canadian dollars and have been translated to US dollars as incurred, at
      the exchange rate in effect at the time, and therefore, no gain or loss
      from the translation is recognized. The functional currency is considered
      to be US dollars.                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | ACCOUNTS AND ADVANCES RECEIVABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Accounts and advances receivable consist
  of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

$
    292,204
     credit card payments being
      processed by banks$
    190,317
     Luma Vue - see note 14$
    482,521


---

|4. | WEBSITE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In March, 2011 the Company changed its name and
      substantially revised its website. Accordingly, it wrote off the
      unamortized costs of the original website.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Companys subsidiary has developed a comprehensive
      website through which it conducts its business. The costs incurred
      ($95,515) have been capitalized and will be written off on a straight line
      basis over five years. Amortization for 2011 is $5,363. Each year the
      Company will review the life of the website and if impairment occurs will
      expense the residual balance outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | ACQUISITION OF VOYAGER HEALTH TECHNOLOGIES
    CORP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On September 30, 2010 the Company entered into an
      agreement to acquire a 51% interest in Voyager Health Technologies Corp.
      (Voyager) through the issue of 2,000,000 common shares. The shares were
      valued at $0.50, the trading value at the time the agreement was signed.
      As of March 31, 2011, these shares had not yet been issued and are
      therefore reported as Common Stock to be issued on the balance sheet.
      Voyager successful launched its business on January 28, 2011.                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The purchase price of $1,000,000 was allocated $117,000
      to Distribution Rights assets, $117,000 to notes and accounts payable, and
      $1,000,000 to Goodwill. The Company determined that as of March 31, 2011,
      there was no impairment on the Goodwill. On at least an annual basis,
      management will review the carrying value of the goodwill to determine if
      there is impairment in its value.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | NOTES AND DEBENTURES PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On February 1, 2011 the Company issued a convertible
      promissory note for $37,500 and on March 7, 2011 a further note for
      $25,000. The notes are due November 3, 2011 and December 9, 2011
      respectively. Both notes bear interest at 8% and can be prepaid with a 50%
      premium 120 to 180 days from the day of issue. After 180 days the holder
      of the notes can elect to convert the principal and interest on the notes
      into common shares. The conversion price is 55% of the lowest 3 bid
      closing days for the 10 days before the conversion election. The intrinsic
      value of the conversion feature is such that a discount on debt of $51,138
      has been recorded and is being amortized over the term of the notes. As of
      March 31, 2011, $17,046 of this discount had been amortized to interest
      expense.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Companys subsidiary, Voyager Health Technologies
      Corp., has:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | During the year ended March 31, 2010, the Company
      obtained advances from various parties totalling $440,628. The advances
      are repayable on a demand basis and are convertible into common shares at
      the price of $0.25 per share. No valuation has been assigned to the
      conversion rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7. | SIGNIFICANT TRANSACTIONS WITH RELATED
  PARTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | During fiscal 2010 officers-directors and their families
      acquired 14.8% of the common stock issued, have made demand loans to the
      Company of $90,371 and have made contributions to capital of $35,100 in
      the form of expenses paid for the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | During fiscal 2011 directors have made further advances
      of $388,615. These advances are non-interest bearing and payable on
      demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | During the year ended March 31, 2011 the Company
      issued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

| |  | 900,000 common shares to repay $450,000 of
      advances payable                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 704,000 common shares for $332,000 cash and a warrant to
      purchase a further 704,000 shares at $1.00 each. These warrants were
      valued using the Black-Scholes model, producing a total warrant fair value
      of $318,531, which has been allocated to additional paid-in capital.
| |  | 400,000 common shares for $200,000 of investor
      relation services rendered                                                                                                                                                                                                                
| |  | 304,666 common shares for $106,400 cash                                                                                                                                                                                                                                                        
| |  | 2,500,000 common shares for 51% of InteLEDgent
      Lighting Solutions valued at $0.25 each.                                                                                                                                                                                                  

|   | In addition, in connection with the establishment of
      Voyager Health Technologies Corp. the Company is committed to issuing
      2,000,000 common shares. As explained more fully in footnote 5, the shares
      have been reflected on the balance sheet as Common Stock to be Issued at
      a value of $0.50 each.                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9. | STOCK OPTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On September 20, 2010 the directors approved the 2010
      Stock Option Plan which permits the Company to issue up to 2,200,000
      shares of common stock to directors, officers, employees and consultants
      of the Company. The options have an exercise price of $0.50 per share, a
      contractual term of 5 years, and vest at the rate of 20% of the grant in
      the 11th, 23rd, 35th, 47thand
      59thmonth after the date of grant.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On November 1, 2010 the Company awarded 500,000 stock
      options to a director and 400,000 to a consultant. At March 31, 2011 none
      of those shares had vested. In addition, a consultant who is paid monthly
      a combination of cash and stock options has earned a total of 126,000
      stock options which are vested as of March 31, 2011.                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company uses the Black Scholes model to value the
      options outstanding at March 31, 2011. The assumptions used in the
      valuation calculation included:                                                                                                                                                                                                                                                                                      

| |  | Expected volatility of 328% (based on the
      previous 250 days stock price observations)
| | - | --------------------------------------------------------------------------------------------
| |  | Stock price of $0.35                                                                        
| |  | Option price of $0.50                                                                       
| |  | Expected term of 5 years                                                                    
| |  | Discount rate of 1.78%                                                                      
| |  | Expected dividends $0.00                                                                    

|    | There were no options issued or outstanding prior to
      September 2010. The weighted average exercise price for all options
      outstanding at March 31, 2011 is $0.50 (only 126,000 are exercisable). The
      total grant date fair value for the 1,026,000 options issued during the
      year ended March 31, 2011, was $358,997 ($251,555 for all nonvested
      options at March 31, 2011  weighted average of $0.34 per option). The
      total fair value is being charged to expense over the expected term of 5
      years, using the vesting rates identified above.                                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | As a result, $107,442 was recorded as compensation
      expense in the statement of operations (including in G&A). No options
      were exercised during the year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | At the grant date and at March 31, 2011 the intrinsic
      value of all the options (vested and non vested) was zero because quoted
      market was less than the exercise price.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | When options are exercised, the Company expects to issue
      shares from treasury.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|10. | ACQUISITION OF INTELEDGENT LIGHTING SOLUTIONS
      INC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | On September 10, 2010, the Company entered into a
      memorandum of understanding under which the business of WorldWide LED
      Lights Inc. and the Companys LED business will be combined under the name
      InteLEDgent Lighting Solutions Inc. (InteLEDgent) The Company acquired
      a 51% equity interest in InteLEDgent through the issue of 2,500,000 of its
      common shares. The agreements reflecting the memorandum of understanding
      were signed in December, 2010 and the 2,500,000 shares issued in January,
      2011. These shares were valued using the stock price on December 31, 2010,
      which was $0.25. As a result, the purchase price was $625,000 and was
      entirely allocated to Goodwill, as there were no identifiable assets or
      liabilities.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | Management of InteLEDgent has been unable to conclude any
      sales Since the Company does not have the resources needed to develop the
      LED business at this time, it has decided to discontinue those operations.
      The InteLEDgent assets are reflected as Net assets of discontinued
      operations in the consolidated balance sheet and operations are reflected
      as discontinued operations in the consolidated statement of operations.
      Accordingly, the recorded goodwill of $625,000 was impaired at March 31,
      2011.                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|11. | NONCONTROLLING INTERESTS IN SUBSIDIARIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    | The noncontrolling interest in subsidiaries is analyzed
      as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

Share of loss from continuing operations
    $
    155,424Share of loss from discontinued operations
    
    78,327$
    233,751


|12. | IMPAIRMENT LOSSES                           
|--- | --------------------------------------------
|    |                                             
|    | Impairment losses are analyzed as
  follows:

Impairment of goodwill related to
      acquisition of InteLEDgent Lighting Solutions
    $
    625,000Impairment of investment in Gizmo Packaging license
    
    278,643Impairment of the Companys website costs
    
    17,236$
    920,879


|13. | LEASE COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Voyager Health Technologies Corp. has entered into an
      office lease which expires on April 30, 2012 and which requires minimum
      lease payments of $112,974 in fiscal year 2012, and $9,414 in fiscal year
      2013.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|14. | TERMINATED AND EXPIRED AGREEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On June 1, 2010, the Company entered into a Contract with
      Luma Vue, Inc. to become the exclusive distributor of Luma Vue advanced
      LED lighting products and lighting systems in North America. Since Luma
      Vue failed to meet certain conditions the contract was terminated. The
      $400,000 advanced by the Company to Luma Vue was repaid with inventory
      ($220,000). The balance ($190,317) is to be repaid with interest at 10%
      per annum.                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On June 24, 2009, the Company acquired rights and
      interest in and to a license agreement with Gizmo Packaging Ltd. with
      respect to manufacture, marketing, distribution and sale of a bottle
      capping device called Gas Cap and the employment of technology and
      improvements related thereto for a period of fifteen years from June 24,
      2009.                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Gizmo Packaging Ltd. contends that the Company is in
      default under the License Agreement with that company. The Company does
      not agree and is in discussions with Gizmo Packaging to resolve the
      matter. In the meantime, management has concluded that the license fee has
      no continuing value. No sales of the bottle capping device have occurred
      since the Company acquired the license. Further, all sales effort has
      ceased and the Company has no plans to revive sales efforts. Accordingly,
      the Company wrote off the unamortized balance of $278,643.                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Company intends to seek business opportunities that
      will provide a profit. However, the Company does not have the working
      capital necessary to be successful in this effort and to service its debt,
      which raises substantial doubt about its ability to continue as a going
      concern. Continuation of the Company as a going concern is dependent upon
      obtaining additional working capital. Management of the Company has
      developed a strategy, which it believes will accomplish this objective
      through additional loans from related parties, and equity funding, which
      will enable the Company to operate for the coming
year.

---