UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the fiscal year ended March 31,
2010





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
      1934





For
      the transition period from 
      toCommission
      File number  333-151708





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.)





105 S.E, Executive Drive, Suite 13, Bentonville, Arkansas, USA
                  
                  72712(Address
      of principal executive offices)
                  
                  (Zip
      Code)





Registrant’s
      telephone number(479-)
      845-0109Title
      of each shareNone





Former
name, former address


QELE
      RESOURCES INC.
                  Lot
      25, Mananikorovatu Road, 8 Miles Makoi, Nausori,
      FijiSecurities
      registered pursuant to Section 12(g) of the Act:None(
      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    ̈  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





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
July 1, 2010, there were outstanding 24,371,905 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)









TABLE
OF CONTENTS





PagePART
      1ITEM
      1.
                          Business.
                          2ITEM
      1A.
                          Risk
      Factors.
                          5ITEM
      1B.
                          Unresolved
      Staff Comments.
                          14ITEM
      2.
                          Properties.
                          14ITEM
      3.
                          Legal
      Proceedings.
                          14ITEM
      4.
                          Removed
      and Reserved
                          14PART
      IIITEM
      5.
                          Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
                          14ITEM
      6
                          Selected
      Financial Information.
                          15ITEM
      7.
                          Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations.
                          16ITEM
      7A.
                          Quantitative
      and Qualitative Disclosure about Market Risk.
                          19ITEM
      8.
                          Financial
      Statement and Supplementary Data.
                          19ITEM
      9.
                          Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
                          20ITEM
      9A(T)
                          Controls
      and Procedures.
                          20ITEM
      9B
                          Other
      information
                          22PART
      IIIITEM
      10.
                          Directors,
      Executive Officers and Corporate Governance.
                          22ITEM
      11.
                          Executive
      Compensation.
                          26ITEM
      12.
                          Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
                          28ITEM
      13.
                          Certain
      Relationships and Related Transactions, and Director
      Independence.
                          29ITEM
      14
                          Principal
      Accounting Fees and Services.
                          31PART
      IVITEM
      15.
                          Exhibits,
      Financial Statement Schedules
                          32SIGNATURES
                          34









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





Brand
Neue Corp., formerly Qele Resources Inc. (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.” The Company does not have any 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
the current year 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
become dedicated to globally sourcing, developing, marketing, licensing and
distributing innovative new products to food service, retail, manufacturing and
industrial application clients worldwide. As part of such product innovation
business, the Company became focused on environmentally beneficial product
lines. The Company has obtained exclusive distribution rights from third parties
to a number of innovative products.




2




The
Company’s address is 105 S.E. Executive Drive, Suite 13, Bentonville, Arkansas,
72712 and its business number is (479) 845-0109.  Our registered
office is located at 2470 Saint Rose Parkway, Suite 304, Henderson, Nevada,
89074 (Telephone: 702-818-5898).




Products




Lindal
Double Piston Can: patented product




The
Lindal Double Piston Can (the “Piston Can”) is a
“super green” antidote to the conventional ozone-depleting aerosol spray cans
that contain butane and other incendiary gasses.  The Piston Can was
developed by Lindal Dispenser GmbH of Germany, Argenius Wordwide LLC of the
United States and RPC Bramlage DHS BV of the Netherlands. The Piston Can affords
propellant-free and uniform spray of most viscous products (range from water to
oil), using simple physics and compressed air.  The system is 100%
recyclable, and because it does not require butane or other incendiary gasses to
propel contents, is non-flammable and transport risk-neutral, and does not
contribute to ambient air pollution.




The
Company has exclusive agency rights to sell and distribute the Piston Can with
actuators in the territories of Puerto Rico, India, Ireland, Brazil, Argentina,
China, United Kingdom, Japan, Costa Rica, El Salvador, Chile, Guatemala,
Honduras and Nicaragua, to specified major retailers and their subsidiaries and
affiliates. The Company has distribution rights for the Piston Can for
applications including: beauty products, hair shampoo, hair conditioner, hair
mousse, hair sprays, body sprays styling and coloring products, deodorants,
cosmetics, nutraceuticals, vitamin and mineral enhanced re-hydrating waters, sun
protection products, nasal sprays, wound wash sprays, rash sprays, air
fresheners, caulking, lubricants, three-in-one oils, and paint
sprays.




Gizmo
Closure: patented product




Through
an assignment agreement with World Sourcing & Supplier Development, Inc.
(“World
Sourcing”), the Company acquired all of World Sourcing’s rights and
interest in and to a license agreement (the “License Agreement”)
dated June 1, 2009, between World Sourcing and Gizmo Packaging Ltd., a company
established pursuant to the laws of Scotland (“Gizmo”).  The
License Agreement affords the Company, as successor to World Sourcing, an option
to acquire the rights with respect to the manufacture, marketing, distribution
and sale of a bottle capping device called the “Gas Cap” or the “Gizmo Closure”
and the employment of technology and improvements related thereto for a period
of fifteen years from June 1, 2009.  The Company has such rights in
all fifteen world markets identified and occupied by the leading retail company
Wal-Mart Stores, Inc.  The Gizmo Closure is a plastic beverage cap
that has built into it a reservoir under pressure which, when twisted by the
user, releases a jet of effervescence and flavors (or vitamins, or other
additives) into a beverage. By adding flavors, vitamins, herbs, medicines,
essences, colors, concentrates or other active ingredients to a variety of base
liquids, the Gizmo Closure produces fresh and ready to drink or use liquid
products in plastic or glass bottles. We believe the Gizmo Closure is
particularly attractive to children as it adds to the fun of a beverage and the
“Wow Factor. ”  In addition, we believe the device is also very useful
for applications such as vitamin beverages as it prevents decay of vitamins
which occurs with beverages that have vitamins exposed to light in the
bottle.





The
Company’s agreement for the Gizmo Closure includes exclusive worldwide rights
for women’s drinks, children’s drinks, protein drinks, naturally sweetened
drinks, organic energy drinks, pet drinks, pet water, fruit drinks, vegetable
drinks, spice teas, fruit teas, enhanced waters, alcoholic beverages and coffee
beverages, with non-exclusive rights for regular and green teas.





Subsequent
to our fiscal year ended March 31, 2010, on July 1, 2010, the License Agreement
with Gizmo assigned to us by World Sourcing was terminated by
Gizmo.




3




Luma
Vue: patented products




On June
1, 2010, the Company became the exclusive distributor of Luma Vue, Inc. LED
Products and Systems’ (“Luma Vue”) advanced
LED lighting products and lighting systems in North America. The Company has
acquired specific rights for the various LED product applications including
marker board, LED lamps, LED cooler, markers, easels, LED light boxes and
frames, LED tubes, LED flood lights, LED warehouse lights and LED outdoor
lights.




StaSAFE
All Natural Hand Sanitized & Protector





The
Company has exclusive agency rights to sell and distribute the StaSAFE All
Natural Hand Sanitizer & Protector (“StaSAFE”) in all
retail markets in China, Indonesia, Taiwan, Brazil and Mexico; non-exclusive
agency rights in the United States; and exclusive world agency rights (excluding
online sales) for specified mega retailers and affiliated and associated
companies. The StaSAFE is a hand sanitizer developed and manufactured by
Argenius Wordwide LLC of the United States.





KWIKSHOT
‘Click’ Dripless Caulking and Adhesive Gun





The
Company is also the exclusive distributor in North America of the KWIKSHOT
‘Click’ dripless caulking and adhesive gun (the “Kwikshot”) to all
retail markets. The Kwikshot is a product developed and manufactured by RPC
Bramlage of Germany which we believe vastly improves the execution and
efficiency of a time-consuming and wasteful residential and commercial
construction and renovation task.





Sales,
Marketing and Distribution





We
distribute our innovative products directly to retailers or through licensees
whom we license to distribute the products.





Our
Strategy





Part of
the Company’s strategy is to obtain rights to intellectual property by entering
into exclusive agreements with third parties. In addition, our strategy is to
focus on environmentally beneficial product lines and to explore business
opportunities through product negotiations in various countries where Wal-Mart
Stores, Inc. has a presence. The Company has obtained rights to the distribution
and marketing of various products on markets which include North America, Puerto
Rico, Ireland, India, Brazil, Argentina, China, the Untied Kingdom, Japan, Costa
Rica, El Salvador, Chile, Guatemala, Honduras, Nicaragua.





Competitive
Factors





Our
product innovation business operates in highly competitive markets. We compete
with traditional suppliers who are proposing innovative new
solutions.  Many of our competitors are significantly larger, have
greater market share and have greater financial and marketing resources than
us.  While we 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





We rely
on various distribution agreements with third parties, which grant us the right
to distribute and sell our innovative products.  Generally, the
distribution agreements are tenured and renew upon the satisfaction of target
sales. No assurance can be given that we 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.  In addition, the laws
of some foreign countries in which we sell products do not protect proprietary
rights as fully as do the laws of the United States. 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.




4




Employees





As of
December 31, 2009, we had no employees other than our officers and directors,
who have not received compensation for their services.  Although we do
not have any employment agreements with our directors and officers, we have
entered into consulting agreements with John J. Ryan III, the Company’s
President, Adi Muljo, the Company’s Chief Executive Officer and Chairman of
the Board of Directors, and
Harrison Management Corporation, an entity owned by R. Bev Harrison, the
Company’s Chief Financial Officer, for
certain marketing,
management and sales services to the Company.





We do not
presently have any pension, health, annuity, insurance, stock options, profit
sharing or similar benefit plans; however, we may adopt such plans in the
future. 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 Brand
Neue 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.




5




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.  We are
in the development stage and potential investors should be aware of the
difficulties normally encountered by enterprises in the development
stage.  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 $345,310 for the period from March 15, 2007 (inception)
to March 31, 2010.  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, 2010 financial statements expressed an opinion
that our Company’s capital resources as of March 31, 2010 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 noncompetitive, 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.




6




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.





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 the 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.




Seasonality
and weather conditions may cause our operating results to vary from quarter to
quarter.




We
anticipate that sales of certain of our products may be seasonal and weather
conditions may also impact sales.  In any particular quarter, these
factors could have a material adverse effect on our business, results of
operations and financial condition.





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.




7




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.




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.




8




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




We expect
to source a significant portion of 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.




9




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.




Our
success is dependent upon our ability to maintain our relationships with
retailers and other channel partners, to expand such relationships and develop
new relationships.





Our
business depends significantly on our relationships with retailers and other
channel partners. No assurance can be given that any such retailers or channel
partners will continue their relationships with us, and the loss of one or more
of these partners could have a material adverse effect on our business, results
of operations and financial condition.




Our
ability to grow our business will therefore depend to a significant degree upon
our ability to develop new relationships with such retailers and channel
partners and to expand existing relationships. No assurance can be given that
new partners will be found, that any such new relationships will be successful
when they are in place, or that business with current partners will increase.
Failure to develop and expand such relationships could have a material adverse
effect on our business, results of operations and financial
condition.




Changes
in the retail industry and markets for consumer products affecting our partners
or retailing practices could negatively impact existing partner relationships
and our results of operations.




We
license and distribute our products to retailers and distributors. A significant
deterioration in the financial condition of any major partner could have a
material adverse effect on our sales and profitability. Similarly, the
replacement, poor performance or financial default of a major partner or one of
its major customers or the sale of a distributor to a competitor could adversely
affect our businesses. We may also be negatively affected by changes in the
policies of any of these partners, such as inventory destocking, limitations on
access to and time on shelf space, use of private label brands, price demands,
payment terms and other conditions, which could negatively impact our results of
operations.




There is
a growing trend among retailers in the U.S. and in foreign markets to undergo
changes that could decrease the number of stores that carry our products or
increase the concentration of ownership within the retail industry,
including:




·
            consolidating
      their operations;




·
            undergoing
      restructurings or store closings;




·
            undergoing
      reorganizations; or




·
            realigning
      their affiliations.




These
consolidations could result in a shift of bargaining power to the retail
industry and in fewer outlets for our products. Further consolidations could
result in price and other competition that could reduce our margins and
negatively impact our results of operations.




10




We
are subject to risks related to our dependence on the strength of retail
economies in various parts of the world and our performance may be affected by
general economic conditions and the current global financial
crisis.




Our
business depends on the strength of the retail economies in various parts of the
world, primarily in North America and to a lesser extent Asia, Central and South
America and Europe, which have recently deteriorated significantly and may
remain depressed, or be subject to further deterioration, for the foreseeable
future. These retail economies are affected primarily by factors such as
consumer demand and the condition of the retail industry, which, in turn, are
affected by general economic conditions and specific events such as natural
disasters, terrorist attacks and political unrest. The impact of these external
factors is difficult to predict, and one or more of the factors could adversely
impact our business, results of operations and financial condition.




Purchases
of many consumer products are discretionary and tend to be highly correlated
with the cycles of the levels of disposable income of consumers. As a result,
any substantial deterioration in general economic conditions could adversely
affect consumer spending patterns, our business and our results of operations.
In particular, decreased consumer confidence or a reduction in discretionary
income as a result of unfavorable macroeconomic conditions may negatively affect
our business. If the current macroeconomic environment persists or worsens,
consumers may reduce or delay their purchases of our products. Any such
reduction in purchases could have a material adverse effect on our business,
financial condition and results of operations.




Changes
in foreign, cultural, political and financial market conditions could impair our
international operations and financial performance.




Some of
our operations are conducted or products are sold in countries where economic
growth has slowed or where economies have suffered economic, social and/or
political instability or hyperinflation or where the ability to repatriate funds
has been delayed or impaired in recent years. Current government economic and
fiscal policies, including stimulus measures and currency exchange rates and
controls, in these economies may not be sustainable. Our international
operations, including distribution and sourcing operations, and the
international operations of our customers, are subject to inherent risks which
could adversely affect us, including, among other things:




·
            protectionist
      policies restricting or impairing the manufacturing, sales or import and
      export of our products;




·
            new
      restrictions on access to markets;




·
            lack
      of developed infrastructure;




·
            inflation
      or recession;




·
            devaluations
      or fluctuations in the value of
currencies;




·
            changes
      in and the burdens and costs of compliance with a variety of foreign laws
      and regulations, including tax laws, accounting standards, environmental
      laws and occupational health and safety
laws;




·
            social,
      political or economic instability;




·
            acts
      of war and terrorism;




·
            natural
      disasters or other crises;




·
            reduced
      protection of intellectual property rights in some
    countries;




·
            increases
      in duties and taxation; and




·
            restrictions
      on transfer of funds and/or exchange of currencies; expropriation of
      assets; and other adverse changes in policies, including monetary, tax
      and/or lending policies, encouraging foreign investment or foreign trade
      by our host countries.




Should
any of these risks occur, our ability to sell or export our products or
repatriate profits could be impaired and we could experience a loss of sales and
profitability from our international operations, which could have a material
adverse impact on our business.




11




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, 2010. 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.




12




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 “BRNZ,” 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.




13




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 105 S.E, Executive Drive, Suite 13, Bentonville,
Arkansas.





During the current year 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





There are
no legal proceedings to which the Company is a party, nor to the best of
management’s knowledge are any material legal proceedings
contemplated.


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 BRNZ. 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.




14




Fiscal Year Ended March 31,
      2010
                
                High
                
                
                LowFirst
      Quarter (June 30, 2009)
                
                $
                0.50
                
                
                $
                0.50Second
      Quarter (September 30, 2009)
                
                $
                0.56
                
                
                $
                0.56Third
      Quarter (December 31, 2009)
                
                $
                -
                
                
                $
                -Fourth
      Quarter (March 31, 2010)
                
                $
                0.45
                
                
                $
                0.45




Fiscal Year Ended March 31,
      2009
                
                High
                
                
                LowFirst
      Quarter (June 30, 2008)
                
                $
                -
                
                
                $
                -Second
      Quarter (September 30, 2008)
                
                $
                -
                
                
                $
                -Third
      Quarter (December 31, 2008)
                
                $
                -
                
                
                $
                -Fourth
      Quarter (March 31, 2009)
                
                $
                -
                
                
                $
                -





The
closing price for our common stock on July 1, 2010 was $0.74. As of March 31,
2010, the Company had 59 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. No
stock options have been granted since the Company’s inception.


There are
no outstanding conversion privileges for our Company’s shares.





Subsequent
to the fiscal year ending March 31, 2009, on June 4, 2010, the Company closed a
private placement financing with certain accredited investors (the “Investors”) whereby
the Company sold to the Investors an aggregate of 2,530,000 common shares of the
Company (the “Shares”), at a price
of $0.50 per share, for aggregate cash proceeds to the Company of $815,000 and
debt conversion in the aggregate amount of $450,000. The Company also agreed to
pay to the Investors 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 $1,265,000. The Company has the right to repurchase, until
June 4, 2011, up to one-half of the Shares sold to the Investors at a price of
$1.00 per share. The Shares were sold 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.




15




Operation
Statement Data




For
      the year
                      ended
                      March 31, 2010
                    
                    
                    March
      15, 2007
                      (date
      of incorporation) to
                      March 31, 2010Revenue
                    
                    $
                    -
                    
                    
                    $
                    -Exploration
      expenses
                    
                    
                    -
                    
                    
                    
                    11,173General
      and Administration
                    
                    
                    206,580
                    
                    
                    
                    306,100Amortization
                    
                    
                    15,878
                    
                    
                    
                    15,878Interest
      Expenses
                    
                    
                    12,159
                    
                    
                    
                    12,159Net
      loss
                    
                    
                    269,617
                    
                    
                    
                    345,310Weighted
      average shares outstanding (basic)
                    
                    
                    24,371,905Weighted
      average shares outstanding (diluted)
                    
                    
                    24,371,905Net
      loss per share (basic)
                    
                    $
                    (0.01
                    )Net
      loss per share (diluted)
                    
                    $
                    (0.01
                    )Balance
      Sheet DataCash
      and cash equivalent
                    
                    $
                    2,759Total
      assets
                    
                    
                    2,759Total
      liabilities
                    
                    
                    591,164Total
      Shareholders’ deficiency
                    
                    
                    (277,934
                    )


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


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





Overview




We were
incorporated in the State of Nevada on March 15, 2007. We are a start-up stage
company with no revenues and a limited operating history. 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
concentrate on bringing innovative products to market and in the past year we
have focused our efforts on entering into distribution agreements for various
products and bringing such products to market.




In
connection with our innovation products business, we have entered into
agreements granting us rights to distribute various products, as
follows:




·
            On
      June 24, 2009, the Company executed an assignment agreement with World
      Sourcing & Supplier Development, Inc., an Arkansas corporation,
      whereby the Company acquired an interest in and to a license agreement
      with respects to the manufacture, marketing, distribution and sale of a
      bottle capping device called “Gas Cap” or the “Gizmo Closure” and the
      employment of technology and improvements related thereto for a period of
      fifteen years from June 1, 2009. Subsequent to our fiscal year ended March
      31, 2010, on July 1, 2010, the License Agreement with Gizmo assigned to us
      by World Sourcing was terminated by
Gizmo.




·
            On
      January 22, 2010, the Company entered into a Sales Agency and Distribution
      Agreement (the “Ryanstar
      Agreement”) with Ryanstar Products, LLC (“Ryanstar”).
      Under the terms of the Ryanstar Agreement, Ryanstar appointed the Company
      as its exclusive marketing, sales and distribution agent under certain
      distribution agreements.  The list of such agreements may be amended
      or supplemented from time to time upon the mutual agreement of both
      parties.  The President and significant shareholder of Ryanstar
      is John J. Ryan III, the President of the
    Company.




16






·
            Subsequent
      to the fiscal year ending March 31, 2010, on June 1, 2010, the Company
      entered into a contract with Luma Vue, Inc. to become the exclusive
      distributor of Luma advanced LED lighting products and lighting systems in
      North America.




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 no revenue since our inception.  We have incurred net losses
of $345,310 for the period from March 15, 2007 (inception) to March 31,
2010.  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, 2010. 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.




17




The
following represents the minimum cash requirements over the next year to meet
our current and future financial obligations:





Accounting
      and audit
                    
                    $
                    86,100Bank
      charges
                    
                    
                    1,500Edgarzing
                    
                    
                    10,000Filing
      fees
                    
                    
                    2,000Legal
                    
                    
                    48,000Management
      fees
                    
                    
                    12,000Office
                    
                    
                    14,682Rent
                    
                    
                    91,000Telephone
                    
                    
                    2,400Transfer
      agent
                    
                    
                    1,000Investor
      Relation
                    
                    
                    125,000Consulting
      fees
                    
                    
                    360,000Traveling
                    
                    
                    314,613Marketing
                    
                    
                    440,459Interest
                    
                    
                    40,000Shipping/Freight
                    
                    
                    220,000Staff
      Wages
                    
                    
                    144,000Broker
      sales performance
                    
                    
                    1,258,453Estimated
      cash required before payment of accounts payable
                    
                    
                    3,171,207Add:  Accounts
      payable as of March 31, 2010
                    
                    
                    60,165Estimated
      cash required over next twelve months
                    
                    $
                    3,231,372





The above
estimated cash requirements for the next twelve months do not reflect an outlay
of funds for management fee, rent and telephone.  Management to date
has taken no fees for their services and will continue with this policy until
such time as we have sufficient funds on hand to warrant such an
expense.




Analysis
of Financial Condition and Results of Operations


We
reported total current assets of $2,760 at March 31, 2010, consisting of cash of
$155 and prepaid expenses of $2,605.  Total current liabilities
reported of $556,164 consisted of accounts payable of $60,165, notes payable of
$440,628 and amounts due to related parties of $90,371.  The Company
had a working capital deficit of $591,164 at March 31, 2010.
 
 During
the period from inception (March 15, 2007) to March 31, 2010 we have had
accumulated losses of $345,310 which are as follows:
  Accounting
      and Audit
                      
                      $
                      38,867Bank
      Charges
                      
                      
                      850Edgarzing
                      
                      
                      7,056Exploration
                      
                      
                      11,173Filing
      Fees
                      
                      
                      7,595Incorporation
      Costs
                      
                      
                      750Legal
                      
                      
                      44,540Management
      fees
                      
                      
                      35,000Office
                      
                      
                      57,894Rent
                      
                      
                      31,442Telephone
                      
                      
                      4,178Transfer
      Agent
                      
                      
                      3,517Investor
      Relation
                      
                      
                      3,064Consulting
      Fees
                      
                      
                      70,247Marketing
                      
                      
                      1,100Interest
                      
                      
                      12,159Amortization
                      
                      
                      15,878Total
      Losses:
                      
                      $
                      345,310


Our
Company has no plant or significant equipment to sell and we have no intention
to purchase any plant or significant equipment in the immediate future.
Presently we do not have any funds to buy any significant
assets.


18




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, 2010 is
$591,164.  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.


ITEM
      7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
      RISK




Foreign
Currency Exchange Rate Risk




The
Company has international distribution rights with respect to its innovative
products. As a global concern, the Company faces exposure to adverse movements
in foreign currency exchange rates. These exposures may change over time as
business practices evolve and could have an adverse impact on the Company’s
business, operating results and financial position. Historically, the Company’s
primary exposures have related to local currency denominated sales and expenses
in Europe, North America, South America and Asia. For example, when the U.S.
dollar strengthens against the major European currencies, it results in lower
revenues and expenses recorded for those regions when translated into U.S.
dollars.




Due to
the substantial volatility of currency exchange rates, among other factors, the
Company cannot predict the effect of exchange rate fluctuations on its future
operating results. Although the Company intends to take into account changes in
exchange rates over time in its pricing strategy, it may not do so in a timely
manner, resulting in substantial pricing exposure as a result of foreign
exchange volatility during the period between pricing reviews.


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.


19




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, 2010 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.





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, Adi Muljo, 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.


20




As of
March 31, 2010, 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, 2010, 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.




21




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 2009 that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.


ITEM
      9B – OTHER INFORMATION





Subsequent
to our fiscal year ended March 31, 2010, on June 1, 2010, Ashmi Deo resigned as
our Chief Financial Officer.





Subsequent
to our fiscal year ended March 31, 2010, on July 1, 2010, the License Agreement
with Gizmo assigned to us by World Sourcing was terminated by
Gizmo.  Gizmo claims that we failed to make certain payments to Gizmo
which we are in the process of evaluating and negotiating.





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)
              
              AgeAdi Muljo (*)
              
              Chief Executive Officer and Chairman
              
              38John J. Ryan III
              
              President
              
              40R. Bev Harisson
              
              Chief Financial Officer
              
              65Ashmi Deo (*)
              
              Director and Secretary
              
              31Alex Eliashevsky
              
              Director
              
              35Kevin LaBranche
              
              Director
              
              42Deborah Appana
              
              Director
              
              38





(*)
            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.


22


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.




Adi Muljo.Adi
Muljowas appointed
a director, Chairman of the Board of Directors and Chief Executive Officer of
the Company on July 20, 2009.  Mr. Muljo resides in the state of
Maryland wherehe
operates a trade consultancy. Between 1971 and 1998, Mr. Muljo held various
senior positions with the Astra Group, Indonesia’s largest conglomerate. The
positions included General Manager of its Xerox Division and Managing Director
of Inter Delta, Indonesia’s sole distributor for Kodak products and Canon
cameras. From 1981-1998, he was responsible for the Vancouver and Baltimore
offices of The Astra Group and was in charge of overseeing their North American
expansion. In 1998, Mr. Muljo founded a Maryland-based company promoting two-way
trade between North America and several Asian and European
countries.  In 2006, Mr. Muljo began developing a new business model
based on his relationships with suppliers abroad and voids in the North American
market. Mr. Muljo launched several businesses abroad.  Mr. Muljo does
business in the United States, Canada, Eastern Europe, Mexico, Indonesia, Asia,
Australia, Europe and Africa. He holds a BA in Economics and an MBA in
Finance.  Mr. Ryan’s s international business experience and his
history of launching several businesses abroad give him unique insights into our
challenges, opportunities, and operations.





John J. Ryan
III.John J. Ryan III was appointed as President of the
Company and as an advisor to the Company’s Board of Directors on July 20,
2009.  Mr. Ryan has over thirty years of retail experience. Prior to
joining the Company, Mr. Ryan has served as a consultant for global sourcing of
merchandise.  Until 2004, Mr. Ryan was Executive Vice President of
Walmart Merchandising, Marketing & Global Sourcing.   Mr.
Ryan and Mr. Bobby Martin, who was then President and CEO of Walmart
International, conceived the concept of global sourcing which drastically
shortened the company’s supply chain and grew Walmart International retail sales
from $1.2 billion in revenue to generating over $47 billion in sales. Prior to
his time at Walmart, Mr. Ryan spent over twenty years at Mercantile Stores,
ultimately ascending to the position of Executive Vice President responsible for
merchandising and marketing.





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.





Ashmi Deo. Ashmi Deo was
appointed a director and Secretary of the Company on March 16,
2007.  Ms. Deo has been the Company’s Chief Financial Officer, Chief
Accounting Officer and Treasurer from March 16, 2007 to June 1,
2010.  Ms. Deo attended Vunimono High School from 1993 and
1996.  During 1997 to 2000 she worked for Aee Pee’s Printing &
Stationary Supplies as a graphic art designer and office
assistant.  During the first three months of 2000 she worked for
Quality Print as a graphic art designer before joining the firm of Niranjans
Autoport Limited as a sales and marketing officer.  In 2003 Ms. Deo
attended the University of the South Pacific where she undertook legal
studies.  Subsequently she became employed with the legal firm in
Suva, Sherani & Company as a legal secretary responsible for coordination of
all client matters including billings and preparation of all Supreme Court
filings.   Ms. Deo is still employed with Sherani & Co. Ms.
Deo’s sales and marketing experience is valuable to the Board of
Directors.


23


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.





Kevin
LaBranche.  Kevin LaBranche was appointed as director of the
Company on May 27, 2010.  From 1993 until present, Mr. LaBranche has
owned and operated a commercial construction company, Kayla Construction Inc.,
specializing in retail showroom build-out.  Prior to forming his own
company, Mr. LaBranche worked in the manufacturer’s agency business and has over
20 years of experience in the field.  Mr. LaBranche also holds the
position of Manager, Marketing & Distribution with the Company. Mr.
LaBranche’s strong business skills and experience developing a company and
customer base are of particular value to the Board of Directors.





Deborah
Appana.  Deborah Appana was appointed a director of the Company
on March 16, 2007.  Ms. Appana has been the Company’s Chief Executive
Officer and President from March 16, 2007 to July 20, 2009.  Ms.
Appana attended South Taveuni Primary School in Tavenui, Fiji between 1978 and
1979 before being transferred in 1980 to Deanbandhoo Memorial Primary School in
Suva, Fiji.  From 1984 to 1989 she attended the Indian College in Suva
where she completed her secondary graduation and received the Fiji School
Leaving Certificate.  In 1990 she completed the Fiji Seventh Form
Examination. Between 1995 and 1998 she attended the University of South
Pacific where she obtained a diploma as a paralegal.  In 1999, she
joined the law firm of Sherani & Co. in Suva and initially for a period of
one year worked as a receptionist.  In 2001 Deborah became a paralegal
clerk responsible for debt collection.   In 2005 she was
appointed senior legal secretary and in 2007 senior conveyancer and property
appraiser for the law firm. Ms. Appana’s experience as a prior executive officer
of the Company provides a unique perspective to our Board of
Directors.





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.  Adi Muljo
spends approximately ten hours per month on the affairs of the
Company.  R. Bev Harrison spends approximately ten hours per month
working for the Company.  We believe that both of our executive
officers, Mr. Muljo 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 consulting agreements with John J. Ryan III, the Company’s
President, Adi Muljo, the Company’s Chief Executive Officer and Chairman of the
Board of Directors, and
Harrison Management Corporation, an entity owned by R. Bev Harrison, the
Company’s Chief Financial Officer, f or
certain marketing, management and sales services to the
Company.




Our
Audit Committee




On May
21, 2007 our Board of Directors appointed Adi Muljo and Ashmi Deo to our Audit
Committee and on the same date adopted an Audit Committee
Charter.  Neither Deborah nor Ashmi 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;




24




●
            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 105 S.E, Executive Drive, Suite 13,
Bentonville, Arkansas.





Section
16(a) Beneficial Ownership Reporting Compliance




In
connection with the effectiveness of the Company’s registration statement on
Form S-1 on July 11, 2008, the Company’s then Chief Executive Officer, President
and a director, Deborah Appana, and the Company’s then Chief Financial Officer,
Chief Accounting Officer, Secretary, Treasurer and a director, Ashmi Deo, were
required to file a form 3 no later than July 11, 2008. Ms. Appana and Ms. Deo
filed their forms 3 on April 7, 2009.




In
connection with his filing of the form 3, Adi Muljo omitted to report that he
held 700,000 shares of the Company’s common stock which was issued to him on
June 26, 2009. Mr. Muljo intends to file an amended form 3 to correct the
omission.




In
connection with his filing of the form 3, John J. Ryan III omitted to report
that he held 700,000 shares of the Company’s common stock which was issued to
him on June 26, 2009. Mr. Ryan intends to file an amended form 3 to correct the
omission.




In
connection with Alex Eliashevsky’s and Kevin LaBranche’s appointments as
directors of the Company on May 27, 2010, both Mr. Eliashevsky and Mr. LaBranche
were each required to file a Form 3 no later than June 7, 2010. Both, Mr.
Eliashevsky and Mr. LaBranche 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.


25





ITEM
      11. EXECUTIVE COMPENSATION





The
following table sets forth the compensation paid by our Company for the fiscal
years ending March 31, 2008, March 31, 2009 and March 31, 2010, 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
                                                                
                                                                Year
                                                                
                                                                Salary
                                                                  ($)
                                                                
                                                                
                                                                Bonus
                                                                  ($)
                                                                
                                                                
                                                                Stock
                                                                  Awards
                                                                  ($)
                                                                
                                                                
                                                                Option
                                                                  Awards
                                                                  ($)
                                                                
                                                                
                                                                Non-equity
                                                                  Incentive Plan
                                                                  Compensation
                                                                  ($)
                                                                
                                                                
                                                                Change in
                                                                  Pension value
                                                                  and
                                                                  Nonqualified
                                                                  Compensation
                                                                  Earnings
                                                                  ($)
                                                                
                                                                
                                                                All other
                                                                  Compensation
                                                                  ($)(a)
                                                                
                                                                (b)
                                                                
                                                                (c)
                                                                
                                                                
                                                                (d)
                                                                
                                                                
                                                                (e)
                                                                
                                                                
                                                                (f)
                                                                
                                                                
                                                                (g)
                                                                
                                                                
                                                                (h)
                                                                
                                                                
                                                                (i)Deborah
      Appana
                                                                
                                                                2010
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Director,
      Former
                                                                
                                                                2009
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Chief
      Executive
                                                                  Officer
      and
                                                                  President
      (1)
                                                                
                                                                2008
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Ashmi
      Deo
                                                                
                                                                2010
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Director,
      Secretary,
                                                                
                                                                2009
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Former
      Chief
                                                                  Financial
                                                                  Officer,
      Chief
                                                                  Accounting
      Officer
                                                                  and
      Treasurer  (2)
                                                                
                                                                2008
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Adi
      Muljo
                                                                
                                                                2010
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Director,
      Chief
                                                                
                                                                2009
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Executive
                                                                  Officer
      and
                                                                  Chairman
      of the
                                                                  Board
      (3)
                                                                
                                                                2008
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-John
      J. Ryan III
                                                                
                                                                2010
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-President
      (4)
                                                                
                                                                2009
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-2008
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-R.
      Bev Harrison
                                                                
                                                                2010
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Chief
      Financial
                                                                
                                                                2009
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Officer
      (5)
                                                                
                                                                2008
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Alex
      Eliashevsky
                                                                
                                                                2010
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Director
      (6)
                                                                
                                                                2009
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-2008
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-Kevin
      LaBranche
                                                                
                                                                2010
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-2009
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-2008
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-
                                                                
                                                                
                                                                
                                                                -0-




26





(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
      Muljowas
      appointed a director, Chairman of the Board of Directors and Chief
      Executive Officer of the Company on July 20,
  2009.


(4)
            John
      J. Ryan III was appointed as President of the Company on July 20,
      2009.


(5)
            R.
      Bev Harrison was appointed to the position of Chief Financial Officer of
      the Company on June 1, 2010.


(6)
            Alex
      Eliashevsky was appointed as director of the Company on May 27,
      2010.


(7)
            Kevin
      LaBranche was appointed as director of the Company on May 27,
      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
September 29, 2009, the Company entered into a Consulting Agreement with John J.
Ryan III, the Company’s President (the “Ryan Agreement”).
Under the terms of the Ryan Agreement, Mr. Ryan will provide certain marketing
and sales services to the Company for a term of one year with automatic one-year
renewal terms.  The Company will compensate Mr. Ryan through a grant
of stock options and payment of sales commissions as follows: (a) upon the
creation and approval of an option plan, the Company will grant Mr. Ryan an
option to purchase 1,000,000 shares of common stock of the Company, and (b)
payment of sales commissions of between 3% and 10% based on sales transactions
initiated and managed by Mr. Ryan that results in revenue to the
Company.





In
addition, on September 22, 2009, the Company entered into a Consulting Agreement
with Adi Muljo, the Company’s Chief Executive Officer and Chairman of the Board
of Directors (the “Muljo Agreement”).
Under the terms of the Muljo Agreement Mr. Muljo will provide certain marketing
and sales services to the Company for a term of one year with automatic one-year
renewal terms.  The Company will compensate Mr. Muljo through a grant
of stock options and payment of sales commissions as follows: (a) upon the
creation and approval of an option plan, the Company will grant Mr. Muljo an
option to purchase 1,250,000 shares of common stock of the Company, and (b)
payment of sales commissions of between 3% and 10% based on sales transactions
initiated and managed by Mr. Muljo that results in revenue to the
Company.




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.


27


Stock
Option Plan





We have
never established any form of stock option plan for the benefit of our
directors, officers or future employees. We do not have a long-term incentive
plan nor do we have a defined benefit, pension plan, profit sharing or other
retirement plan.





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 July 1, 2010 (based on 24,371,905 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 ofBeneficial
                              Ownership
                            
                            
                            Percent
                              of
                              ClassOfficers and DirectorsCommon
      Stock
                            
                            Adi
      Muljo
                              8
      Sunset Knoll Court,
                              Lutherville,
      MD 21093
                            
                            
                            700,000
                            
                            
                            
                            2.9
                            %Common
      Stock
                            
                            John
      J. Ryan III
                              3
      Lacofte Court
                              Rogers,
      AR 72758
                            
                            
                            700,000
                            
                            
                            
                            2.9
                            %


28





Title of Class
                          
                          Name and Address of
                            Beneficial Owner
                          
                          Amount and
                            nature ofBeneficial
                            Ownership
                          
                          
                          Percent
                            of
                            ClassCommon
      Stock
                          
                          Ashmi
      Deo
                            Wainibokasi,
      Nausori, Fiji
                          
                          
                          75,000
                          
                          
                          
                          0.3
                          %Common
      Stock
                          
                          Alex
      Eliashevsky (1)
                            100
      Jericho Quadrangle,
                            Suite
      339, Jericho, New York
                            11753-2702
                          
                          
                          200,000
                          (1)
                          
                          
                          0.8
                          %Common
      Stock
                          
                          Deborah
      Appana
                            Lot
      25, Mananikorovatu Rd
                            8
      Miles Makoi
                            Nausori,
      Fiji
                          
                          
                          125,000
                          
                          
                          
                          0.5
                          %Common
      Stock
                          
                          Directors
      and Officers as a Group (5 persons)
                          
                          
                          1,800,000
                          
                          
                          
                          7.4
                          %5% ShareholdersCommon
      Stock
                          
                          Devi
      Kirpal
                            Nasela,
      Wainibokasi
                            PO
      Box 3251
                            Nausori,
      Fiji
                          
                          
                          2,400,000
                          
                          
                          
                          9.8
                          %Common
      Stock
                          
                          Chandra
      Rao
                            20
      Howell Rd
                            Samabula,
      Suva, Fiji
                          
                          
                          1,475,000
                          
                          
                          
                          6.1
                          %Common
      Stock
                          
                          Praveena
      Devi
                            65
      Samabola Rd
                            Samabula,
      Suva, Fiji
                          
                          
                          1,320,000
                          
                          
                          
                          5.4
                          %




(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





On
September 29, 2009, the Company entered into a Consulting Agreement with John J.
Ryan III, the Company’s President. Under the terms of the Ryan Agreement, Mr.
Ryan will provide certain marketing and sales services to the Company for a term
of one year with automatic one-year renewal terms.  The Company will
compensate Mr. Ryan through a grant of stock options and payment of sales
commissions as follows: (a) upon the creation and approval of an option plan,
the Company will grant Mr. Ryan an option to purchase 1,000,000 shares of common
stock of the Company, and (b) payment of sales commissions of between 3% and 10%
based on sales transactions initiated and managed by Mr. Ryan that results in
revenue to the Company.


29





In
addition, on September 30, 2009, the Company entered into a Consulting Agreement
with Adi Muljo, the Company’s Chief Executive Officer and Chairman (the “Muljo Agreement”).
Under the terms of the Muljo Agreement Mr. Muljo will provide certain marketing
and sales services to the Company for a term of one year with automatic one-year
renewal terms.  The Company will compensate Mr. Muljo through a grant
of stock options and payment of sales commissions as follows: (a) upon the
creation and approval of an option plan, the Company will grant Mr. Muljo an
option to purchase 1,250,000 shares of common stock of the Company, and (b)
payment of sales commissions of between 3% and 10% based on sales transactions
initiated and managed by Mr. Muljo that results in revenue to the
Company.




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.





On
January 22, 2010, the Company entered into a Sales Agency and Distribution
Agreement with Ryanstar Products, LLC. Under the terms of such agreement,
Ryanstar Products, LLC appointed the Company as its exclusive marketing, sales
and distribution agent under certain distribution agreements.  The
list of such agreements may be amended or supplemented from time to time upon
the mutual agreement of both parties.  The President and significant
shareholder of Ryanstar Products, LLC is John J. Ryan III, the President of the
Company.




Subsequent
to the fiscal year ending March 31, 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 2009, we had no independent director on our board.  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.




30




Annual
Board Meetings





The Board
of Directors did not have any meetings in the fiscal year ended March 31, 2010.
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, 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 period years were as follows: $2,750 for each
of the quarters ended June 30, 2009, September 30, 2009 and December 31, 2009
and $2,750 for the audit of March 31, 2010.




The
aggregate fees billed by the independent registered accountants for the year
ended March 31, 2009 for professional services for the review of the quarterly
financial statements as of June 30, 2008, September 30, 2008 and December 31,
2008, annual financial statements as of March 31, 2009 and services that are
normally provided by the accountants in connection with statutory and regulatory
filings or engagements for those period years were as follows:  $1,500
for each of the quarters ended June 30, 2008, September 30, 2008 and December
31, 2008 and $3,500 for the audit of March 31, 2009. Subsequent examination of
the previous financial statements reported upon by Moore & Associates was
done by Madsen & Associates at a cost $2,500.





(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, 2010 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, 2010
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 2009.





(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.


31





PART
IV


ITEM
      15. EXHIBITS , FINANCIAL STATEMENTS SCHEDULES





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





Title of Document
              
              PageReport
      of Madsen & Associates, CPAs Inc.
              
              35Balance
      Sheet as of March 31, 2010 and 2009
              
              36Statement
      of Operations for the years ended March 31, 2010 and 2009 and for the
      period from March 15, 2007 (date of inception) to March 31,
      2010
              
              37Statement
      of Stockholder’s Deficit for the period from March 15, 2007 (date of
      inception) to March 21, 2010
              
              38Statement
      of Cash Flows for the years ended March 31, 2010 and 2009 and for the
      period from March 15, 2007 (date of inception) to March 31,
      2010
              
              39Notes
      to the Financial Statements
              
              40


32


(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 Brand Neue 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 Brand Neue 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 Brand Neue 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 Brand Neue
      Corp.’s Registration Statement on Form S-1 filed on June 17, 2008
      Registration No. 333-151708)10.2
                
                Assignment
      Agreement with World Sourcing & Supplier Development, Inc. effective
      June 24, 2009 (incorporated by reference from Brand Neue Corp.’s 8-K
      Report filed on July 9, 2009)10.3
                
                Sales
      Agency & Distribution Agreement dated January 22, 2010 by and between
      Brand Neue Corp. and Ryanstar Products, LLC (incorporated by reference
      from Brand Neue Corp.’s 8-K report filed on January 26,
    2010)10.4
                
                Consulting
      Agreement dated September 30, 2009 by and between Brand Neue Corp. and Adi
      Muljo (incorporated by reference from Brand Neue Corp.’s 8-K report filed
      on October 5, 2009)10.5
                
                Consulting
      Agreement dated September 29, 2009 by and between Brand Neue Corp. and
      John J. Ryan III (incorporated by reference from Brand Neue Corp.’s 8-K
      report filed on October 5, 2009)10.6
                
                Independent
      Contractor Agreement dated July 1, 2010 by and between Brand Neue Corp.
      and Harrison Management Corporation31.1
                
                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
                
                Section
      1350 Certifications


33





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.





BRAND
NEUE CORP.


(Registrant)





By: /s/Adi
Muljo


Adi
Muljo


Chief
Executive Officer and Director


Date:
July 14, 2010





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/Adi
Muljo


Adi
Muljo


Chief
Executive Officer and Director


Date:
July 14, 2010





By: /s/R. Bev
  Harrison


R. Bev
Harrison


Chief
Financial Officer


Date:
July 14, 2010





By: /s/Alex
  Elishevsky


Alex
Eliashevsky


Director


Date:
July 14, 2010





By: /s/Kevin
  LaBranche


Kevin
LaBranche


Director


Date:
July 14, 2010





By: /s/Deborah
  Appana


Deborah
Appana


Director


Date:
July 14, 2010





By: /s/Ashmi
Deo


Ashmi
Deo


Director


Date:
July 14, 2010


34





MADSEN
      & ASSOCIATES, CPA’S INC.
              684
      East Vine Street, #3Certified
      Public Accountants and Business Consultants
              Murray,
      Utah 84107Telephone
      801-268 2632Fax
      801-262 3937





Board
of Directors


Brand
Neue Corp.





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the Companying balance sheets of Brand Neue Corp. (Development stage
company) at March 31, 2010 and 2009, and the related statements of operations,
stockholders’ equity, and cash flows  for the years ended March 31,
2010 and 2009 and the period from March 15, 2007 (date of inception) to March
31, 2010. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial
statements based on our audit.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Brand Neue Corp. at March 31, 2010
and 2009, and the results of operations and cash flows for the years ended March
31, 2010 and 2009 and the period from March 15, 2007 (date of inception) to
March 31, 2010, in conformity with generally accepted in the United States of
America.





The
companying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital for its planned activities and to service its debt, 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.





Murray,
      UtahJune
      30, 2010
                /s/
      “Madsen & Associates, CPA’s Inc.”


35


BRAND
NEUE CORP.


(Development
stage Company)





BALANCE
SHEETS






March
      31
                    
                    
                    March
      312010
                    
                    
                    2009ASSETSCurrent
      AssetsCash
                    
                    $
                    155
                    
                    
                    $
                    252Prepaid
      expenses
                    
                    
                    2,605
                    
                    
                    
                    -Total
      Current Assets
                    
                    
                    2,760
                    
                    
                    
                    252Long
      Term AssetsLicense
      fees (Note 3)
                    
                    
                    285,000
                    
                    
                    
                    -Website
      (Note 4)
                    
                    
                    25,470
                    
                    
                    
                    -310,470
                    
                    
                    
                    -Total
      Assets
                    
                    $
                    313,230
                    
                    
                    $
                    252LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYAccounts
      payable
                    
                    $
                    60,165
                    
                    
                    $
                    14,663Notes
      payable (Note 5)
                    
                    
                    440,628
                    
                    
                    
                    -Due
      to related parties
                    
                    
                    90,371
                    
                    
                    
                    9,506Total
      Current Liabilities
                    
                    
                    591,164
                    
                    
                    
                    24,169STOCKHOLDERS'
      DEFICIENCYCommon
      Stock, $0.001 par value, 500,000,000 shares authorized;24,371,905
      shares issued
                    
                    
                    24,372
                    
                    
                    
                    24,372Capital
      in Excess of Par Value
                    
                    
                    43,004
                    
                    
                    
                    27,404Accumulated
      deficit during the development stage
                    
                    
                    (345,310
                    )
                    
                    
                    (75,693
                    )Total
      Stockholders' Deficiency
                    
                    
                    (277,934
                    )
                    
                    
                    (23,917
                    )$
                    313,230
                    
                    
                    $
                    252


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


36


BRAND
NEUE CORP.


(Development
stage Company)





STATEMENTS
OF OPERATIONS





For the
years ended March 31, 2010 and 2009 and for the period


from
March 15, 2007 (date of inception) to March 31, 2010




March
      15,2007Year
      ended
                  
                  
                  Year
      ended
                  
                  
                  InceptionMarch
      31,2010
                  
                  
                  March
      31,2009
                  
                  
                  Through
                    March
      31, 2010REVENUES
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -EXPENSESAcquisition
      and exploration costs
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  11,173Administrative
                  
                  
                  241,580
                  
                  
                  
                  41,423
                  
                  
                  
                  306,100Amortization
                  
                  
                  15,878
                  
                  
                  
                  -
                  
                  
                  
                  15,878Net
      Loss from Operation Expenses
                  
                  
                  (257,458
                  )
                  
                  
                  (41,423
                  )
                  
                  
                  (333,151
                  )Loan
      Interest
                  
                  
                  (12,159
                  )
                  
                  
                  -
                  
                  
                  
                  (12,159
                  )Net
      Loss
                  
                  $
                  (269,617
                  )
                  
                  $
                  (41,423
                  )
                  
                  $
                  (345,310
                  )NET
      LOSS PER COMMON SHAREBasic
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )AVERAGE
      OUTSTASNDING SHARESBasic
                  
                  
                  24,371,905
                  
                  
                  
                  24,371,905




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


37


BRAND
NEUE CORP.


(Development
stage Company)





STATEMENTS
OF STOCKHOLDERS’ DEFICIT


From
March 15, 2007 (date of inception) to March 31, 2010




Common Stock
                                                          
                                                          
                                                          
                                                          AdditionalPaid-in
                                                          
                                                          
                                                          
                                                          DeficitShares
                                                          
                                                          
                                                          
                                                          Amount
                                                          
                                                          
                                                          
                                                          Capital
                                                          
                                                          
                                                          
                                                          Accumulated#
                                                          
                                                          
                                                          
                                                          $
                                                          
                                                          
                                                          
                                                          $
                                                          
                                                          
                                                          
                                                          $Balance
      -  March 15, 2007 (Date of Inception)
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -
                                                          
                                                          
                                                          $
                                                          -Stock
      issued for cash on March 31, 2007
                                                          
                                                          
                                                          18,392,267
                                                          
                                                          
                                                          
                                                          18,392
                                                          
                                                          
                                                          
                                                          (16,392
                                                          )
                                                          
                                                          
                                                          -Net
      loss for the period ended March 31,2007
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (750
                                                          )Balance
      - March 31, 2007
                                                          
                                                          
                                                          18,392,267
                                                          
                                                          
                                                          
                                                          18,392
                                                          
                                                          
                                                          
                                                          (16,392
                                                          )
                                                          
                                                          
                                                          (750
                                                          )Shares
      issued for cash to subscribers
                                                          
                                                          
                                                          5,979,638
                                                          
                                                          
                                                          
                                                          5,980
                                                          
                                                          
                                                          
                                                          24,296
                                                          
                                                          
                                                          
                                                          -Contributed
      expenses
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          3,900
                                                          
                                                          
                                                          
                                                          -Net
      loss for the year ended March 31,2008
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (33,520
                                                          )Balance
      - March 31, 2008
                                                          
                                                          
                                                          24,371,905
                                                          
                                                          
                                                          
                                                          24,372
                                                          
                                                          
                                                          
                                                          11,804
                                                          
                                                          
                                                          
                                                          (34,270
                                                          )Contributed
      expenses
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          15,600
                                                          
                                                          
                                                          
                                                          -Net
      loss for the year ended March 31,2009
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (41,423
                                                          )Balance
      - March 31, 2009
                                                          
                                                          
                                                          24,371,905
                                                          
                                                          
                                                          
                                                          24,372
                                                          
                                                          
                                                          
                                                          27,404
                                                          
                                                          
                                                          
                                                          (75,693
                                                          )Contributed
      expenses
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          15,600
                                                          
                                                          
                                                          
                                                          -Net
      loss for the year end March 31, 2010
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          -
                                                          
                                                          
                                                          
                                                          (269,617
                                                          )Balance
      - March 31, 2010
                                                          
                                                          
                                                          24,371,905
                                                          
                                                          
                                                          $
                                                          24,372
                                                          
                                                          
                                                          $
                                                          43,004
                                                          
                                                          
                                                          $
                                                          (345,310
                                                          )




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


38


BRAND
NEUE CORP.


(Development
stage Company)





STATEMENTS
OF CASH FLOWS


For the
years ended March 31, 2010 and 2009 and for the period from


March 15,
2007 (date of inception) to March 31, 2010





March 31,
                        
                        
                        March 31,
                        
                        
                        March 15,
                          2007
                          (inception)
                          to March 31,2010
                        
                        
                        2009
                        
                        
                        2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
                        
                        $
                        (269,617
                        )
                        
                        $
                        (41,423
                        )
                        
                        $
                        (345,310
                        )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Changes
      in operating assets and liabilities:Contributed
      Expenses
                        
                        
                        15,600
                        
                        
                        
                        15,600
                        
                        
                        
                        35,100Prepaid
      Expenses
                        
                        
                        (2,605
                        )
                        
                        
                        -
                        
                        
                        
                        (2,605
                        )Accounts
      Payable
                        
                        
                        45,502
                        
                        
                        
                        6,944
                        
                        
                        
                        60,165Amortization
                        
                        
                        15,878
                        
                        
                        
                        -
                        
                        
                        
                        15,878NET
      CASH FLOWS USED IN OPERATING ACTIVITIES
                        
                        
                        (195,242
                        )
                        
                        
                        (18,879
                        )
                        
                        
                        (236,772
                        )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of License Fees
                        
                        
                        (300,000
                        )
                        
                        
                        -
                        
                        
                        
                        (300,000
                        )Purchase
      of Website
                        
                        
                        (26,348
                        )
                        
                        
                        -
                        
                        
                        
                        (26,348
                        )NET
      ASSETS USED IN OPERATING ACTIVITIES
                        
                        
                        (326,348
                        )
                        
                        
                        -
                        
                        
                        
                        (326,348
                        )CASH
      FLOWS FROM FINANCING ACTIVITIESLoans
      from Directors
                        
                        
                        80,865
                        
                        
                        
                        2,421
                        
                        
                        
                        90,371Note
      payable proceeds
                        
                        
                        140,628
                        
                        
                        
                        -
                        
                        
                        
                        140,628Purchase
      of Licensing fee
                        
                        
                        300,000
                        
                        
                        
                        -
                        
                        
                        
                        300,000Issuance
      of shares
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        32,276521,493
                        
                        
                        
                        2,421
                        
                        
                        
                        563,275NET
      INCREASE (DECREASE) IN CASH
                        
                        
                        (97
                        )
                        
                        
                        (16,458
                        )
                        
                        
                        155CASH
      AT BEGINNING OF PERIOD
                        
                        
                        252
                        
                        
                        
                        16,710
                        
                        
                        
                        -CASH
      AT END OF PERIOD
                        
                        $
                        155
                        
                        
                        $
                        252
                        
                        
                        $
                        155





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


39


BRAND
NEUE CORP.


(Development
stage Company)


Notes
to the Financial Statements


March 31,
2010





1.
            ORGANIZATION




Brand
Neue 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.
 
 During
the current year the Company abandoned the Levuka Gold Claim located in Fiji and
therefore has no rights to the mineral on the claim nor any future liability
associated with it.
 
 On June
24, 2009, Brand Neue Corp. executed an assignment agreement with World Sourcing
& Supplier Development, Inc. (“World Sourcing”), an Arkansas corporation,
whereby Brand Neue Corp. acquired an interest in and to a licence agreement with
respects 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.  The
Company is considered to be in the development stage.
 
 On July
10, 2009, the Company’s Articles of Incorporation were amended to change its
name from “Qele Resources, Inc.” to “Brand Neue Corp.”.


2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES




Accounting
Methods
  The
Company recognizes income and expenses based on the accrual method of
accounting.
 
 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, 2010 the Company had a net operating loss carry forward of $345,310 for
income tax purposes.  The tax benefit of approximately $103,600 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 2030.
 
 Financial and Concentrations
Risk
  The
company has no financial and concentrations risks.
  Basic and Diluted Net Income
(loss) Per Share
  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.




40





BRAND
NEUE CORP.


(Development
stage Company)


Notes
to the Financial Statements


March 31,
2010





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES -
Continued




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.
 
 Amortization of License
Fees
 
 The
Company amortizes its license fees on a straight-line basis over its useful life
of fifteen years.
 
 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.
 
 Advertising and Market
Development
  The
company expenses advertising and market development costs are research data
expenses.
 
 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 general 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.


41





BRAND
NEUE CORP.


(Development
stage Company)


Notes
to the Financial Statements


March 31,
2010





2.
            SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES -
Continued





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.
            LICENSE
      FEES




On June
24, 2009, the Company executed an assignment agreement (the “Assignment
Agreement”) with World Sourcing & Supplier Development, Inc., an Arkansas
corporation (“World Sourcing”) whereby the Company acquired all of World
Sourcing’s rights and interest in and to a license agreement (the “License
Agreement”) dated June 1, 2009, between World Sourcing and Gizmo Packaging Ltd.,
a company established pursuant to the laws of Scotland (“Gizmo”).
 
 The
License Agreement affords the Company, as successor to World Sourcing, a right
to acquire the rights with respect to the manufacture, marketing, distribution
and sale of a bottle capping device called the “Gas Cap” and the employment of
technology and improvements related thereto for a period of fifteen years from
June 1, 2009. The Gas Cap is a bottle/container capping system with an attached
pressurized injection device which, upon twisting of the cap releasing part,
delivers flavors, vitamins and other additives in a pressurized jet into the
capped container. Such rights include: (a) an exclusive license to use the Gas
Cap with alcoholic beverages throughout the world; and (b) an exclusive license
to use the Gas Cap in a specified territory with respect to certain
non-alcoholic beverages, including women’s, children’s, protein, naturally
sweetened, organic energy, pet, fruit, vegetable drinks, spice and fruit teas,
and enhanced water; and (c) a non-exclusive license to use the Gas Cap in a
specified territory with respect to regular and green teas.
 
 Pursuant
to the Assignment Agreement, the Company is assuming all of World Sourcing’s
obligations under the License Agreement in exchange for (i) paying World
Sourcing a 10% profit interest of all revenue of the products under the License
Agreement but in no event shall such profit interest be less than a 3% gross
sales/revenue royalty; and (ii) making payments required under the License
Agreement estimated at approximately USD $400,000 on or before December 31,
2009.  In the event the Company grants licenses or assigns rights to
the products of the License Agreement or assigns the entire License Agreement to
another party, the Company shall pay World Sourcing 50% of all consideration
received by the Company for such assignment.
 
 Under the
License Agreement, the Company shall pay a royalty to Gizmo in accordance with
aggregate sales over the course of the Beverage License as follows:


(a)
            on
      the first 25 million products (non alcoholic beverage only) with Gas Caps
      (“units”) the sum of three (3) cents US per
    unit;





(b)
            on
      the subsequent 125 million units two (2) cents US per
      unit;





(c)
            on
      sales above 150 million units one (1) cent US per
      unit.


42


BRAND
NEUE CORP.


(Development
stage Company)


Notes
to the Financial Statements


March 31,
2010





3.
            LICENSE
      FEE - Continued




Commencing
January 1, 2010, the Company will in respect of the Beverage License pay a
minimum of $50,000 per month for a period not exceeding 19 months
thereafter.
 
 In order
to maintain its exclusive Beverage License the Company shall meet the following
per annum minimum sales of product:


2011
                25,000,000
      units2012
                50,000,000
      units2013
                75,000,000
      units2014
      and thereafter
                100,000,000
      units


In
addition, the Company shall pay a royalty to Gizmo in accordance with aggregate
sales over the course of the Alcoholic License as follows:


(a)
            on
      the first 25 million products (alcoholic beverage only) with Gas Caps
      (“units”) the sum of three (3) cents US per
    unit;





(d)
            on
      the subsequent 125 million units two (2) cents US per
  unit;





(c)
            on
      sales above 150 million units one (1) cent US per
  unit.




Commencing
January 1, 2010, the Company will in respect to the Alcoholic License pay a
minimum of $50,000 per month for a period not exceeding 19 months
thereafter.
 
 In order
to maintain its exclusive Alcoholic License the Company shall meet the following
per annum minimum sales of product:


2011
              22,000,000
      units2012
              38,000,000
      units2013
              55,000,000
      units2014
      and thereafter
              80,000,000
      units




If
      the Company has does not achieve these minimum sales volumes then the
      Company shall have the right to pay to Gizmo the royalty as if such units
      were sold (for example, it the Company sells 50 million in 2014, for which
      $500,000 shall be payable as royalty then the Company shall pay Gizmo an
      additional $500,000 at the fourth quarter for the unsold portion of the
      minimum as if it had it met its minimum sales target) and thereby maintain
      its exclusivity.
 
 The
License Agreement is in default and management is evaluating its options and
will continue to negotiate.
  43


BRAND
NEUE CORP.


(Development
stage Company)


Notes
to the Financial Statements


March 31,
2010





4.
            WEBSITE





In
      February 2010, the Company has developed its own website and the related
      cost has been capitalized and will be written off on a straight line basis
      over five years.   Each year the Company will review the
      life of the website and if impairment occurs will expense the residual
      balance outstanding.


5.
            NOTES
      PAYABLE




During
the year, the Company obtained loans from various parties totalling
$440,628.  These loans relating to actual funds advanced to the
Company, consulting fees and office expenses not paid by the Company but
reverted to loan status. Certain of these loans bear interest at 10% per annum
whereas others have no interest rate attached thereto.   The
loans are repayable on a demand basis and are convertible into common shares at
the price of $0.25 per share which would result in the issuance of 1,762,512
common shares.  At this time no valuation has been assigned to the
conversion rights.


6.
            SIGNIFICANT
      TRANSACTIONS WITH RELATED PARTY




Officers-directors
and their families have acquired 14.8% of the common stock issued and have made
no interest, 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.


7.
            CAPTIAL
      STOCK





On
January 31, 2008, the Company issued to its directors and officers a total of
120,000,000 post split common shares for a total consideration of
$2,000.  On February 28, 2008, the Company issued 36,330,000 post
split common shares for a total consideration of $30,276.  During the
year certain directors and shareholders returned to Treasury 131,958,095 post
split shares for cancellation.   This resulted in the balance of
shares issued and outstanding being 24,371,905 post split
shares.   The post split shares have been shown as such since
inception.





8.
            CONSULTING
      AGREEMENTS





On
September 29, 2009, the Company entered into a Consulting Agreement with John J.
Ryan III, the Company’s President (the “Ryan Agreement”). Under the terms of the
Ryan Agreement, Mr. Ryan will provide certain marketing and sales services to
the Company for a term of one year with automatic one-year renewal
terms.  The Company will compensate Mr. Ryan through a grant of stock
options and payment of sales commissions as follows: (a) upon the creation and
approval of an option plan, the Company will grant Mr. Ryan an option to
purchase 1,000,000 shares of common stock of the Company, and (b) payment of
sales commissions of between 3% and 10% based on sales transactions initiated
and managed by Mr. Ryan that results in revenue to the Company.


In
addition, on September 30, 2009, the Company entered into a Consulting Agreement
with Adi Muljo, the Company’s Chief Executive Officer and Chairman (the “Muljo
Agreement”). Under the terms of the Muljo Agreement Mr. Muljo will provide
certain marketing and sales services to the Company for a term of one year with
automatic one-year renewal terms.  The Company will compensate Mr.
Muljo through a grant of stock options and payment of sales commissions as
follows: (a) upon the creation and approval of an option plan, the Company will
grant Mr. Muljo an option to purchase 1,250,000 shares of common stock of the
Company, and (b) payment of sales commissions of between 3% and 10% based on
sales transactions initiated and managed by Mr. Muljo that results in revenue to
the Company.


44


BRAND
NEUE CORP.


(Development
stage Company)


Notes
to the Financial Statements


March 31,
2010





9.
            GLOBAL
      SALES AND DISTRIBUTION AGREEMENT





The
Company has been appointed the exclusive sales agent and distributor for a
patent-protected product innovations developed by Lindal Dispenser GmbH of
Germany ("Lindal"), Argenius Wordwide LLC of the United States ("Argenius"), and
RPC Bramlage DHS BV of the Netherlands ("RPC Bramlage"). The sales agency and
distribution agreement ("Agreement") was signed with Ryanstar Products, LLC,
granting the Company multi-national and/or global responsibility for marketing,
sales and distribution of three highly-prospective new products.




Under the
terms of the Agreement, the Company will act as sole global sales agent and
distributor for the LinRoc Double Piston Spray Can with Actuators, developed by
manufacturing company Lindal. With this Agreement, Brand Neue joins Lindal's
global network of subsidiaries and licensees in over 15 countries in Europe,
America and Asia. Also under terms of the Agreement, the Company will act as
exclusive multi-national sales agent and distributor for the StaSAFE
Alcohol-free, Moisturizing Hand Sanitizer and Protector developed and
manufactured by Argenius; and exclusive multi-national sales and distribution
agent for the KWIKSHOT 'Click' Dripless Caulking and Adhesive Gun developed and
manufactured by RPC Bramlage of Germany.





Under
this Agreement, the Company has exclusive agency rights to sell and distribute
the Lindal Double Piston Can (the "LinRoc") with actuators in the territories of
Puerto Rico, India, Ireland, Brazil, Argentina, China, United Kingdom, Japan,
Costa Rica, El Salvador, Chile, Guatemala, Honduras and Nicaragua, to specified
major retailers and their subsidiaries and affiliates. Applicable categories
include (as above) personal care, food and consumables, insecticides, lubricants
and air freshener applications (including but not limited to antiperspirant,
deodorant, depilatory mousse, hair gel, hair mousse, hairspray, lotions, shaving
foam or gel, shower or bath gel, suntan lotions, air freshener, bathroom and
kitchen cleaning products, furniture polish, insecticides, leather and shoe
care, olive oil, dressings, cheeses, cooking sprays, dressing, sauces, toppings,
whipped cream).  The Company has exclusive agency rights to sell and
distribute StaSAFE Hand Sanitizer and Protector in all retail markets in China,
Indonesia, Taiwan, Brazil and Mexico; and non-exclusive agency rights in the
United States; and exclusive world agency rights (excluding online sales) for
specified mega retailers and affiliated and associated companies. Brand Neue
Corp. has exclusive agency rights to sell and distribute the KWIKSHOT Click
Caulking and Adhesive Gun in the United States, Mexico and Canada to all retail
markets. All Agreements are tenured and renew upon the satisfaction of target
sales.





10.
            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 and the 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.


45


BRAND
NEUE CORP.


(Development
stage Company)


Notes
to the Financial Statements


March 31,
2010





11.
            SUBSEQUENT
      EVENTS





EXCLUSIVE
DISTRIBUTOR OF LUMA VUE, INC. PRODUCTS





On June
1, 2010, the Company entered into a Contract (the “Contract”) with Luma Vue,
Inc. (“Luma”) to become the exclusive distributor of Luma advanced LED lighting
products and lighting systems in North America. The initial term of the Contract
is for one year (the “Initial Term”) and the term of the Contract will
automatically renew for additional one year terms, provided that after the
Initial Term, either party has the right to terminate the contract, with just
cause, upon ninety days prior written notice to the other. Under the terms of
the Contract, the Company will assume responsibility for all standing purchase
orders and active and prospective customer accounts. The Contract provides that
the Company and Luma will equally split any profits above Luma’s quoted price to
the Company for the products. Additionally, pursuant to the terms of the
Contract, the Company will provide Luma a $500,000 line of credit on purchase
orders to be used for Luma’s inventory needs directly related to purchase
orders, which will be secured by a first
lien on Luma’s inventory and products financed by such line of credit. According
to the Contract, Luma will repay outstanding debt under the line of credit for
the cost of goods sold as sales proceeds are received per purchase order for
products financed under the line of credit. The Contract also provides that upon
entry into the Contract, the Company will purchase $250,000 of Luma’s current
inventory selected by the Company, and the terms of payment will be $200,000 as
of the signing date of the Contract and $50,000 seven business days from the
signing date of the Contract.





PRIVATE
PLACEMENT





On June
4, 2010, the Company closed a private placement with certain accredited
investors (the “Investors”) pursuant to the terms of an Investment Purchase
Agreement (the “Agreement”) whereby the Company sold to the Investors an
aggregate of 2,530,000 common shares of the Company (the “Shares”), at a price
of $0.50 per share, for aggregate cash proceeds to the Company of $815,000 and
debt conversion in the aggregate amount of $400,000 as at the year end and
$50,000 increase subsequent to the year end.  The Agreement also
provides for payment by the Company to the Investors 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 $1,265,000.  In
addition, the Agreement gives the Company the right to repurchase, during the
one year period following the date of the Agreement, up to one-half of the
Shares sold under the Agreement at a price of $1.00 per share.  The above
noted payments are past due but the contract is not in
default.




OTHER





The
Company has evaluated subsequent events from the balance sheet date through to
the date of this report and has found no other material subsequent events to
report.


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