**SECURITIES AND EXCHANGE COMMISSION					WASHINGTON, D.C. 20549**____________________________**FORM 10-KSB****____________________________
| [X] | ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|-----|--------------------------------------------------------------------------------|
| [  ] | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES								EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM							_______________ to _______________ |
|----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Securities registered under Section 12(b) of the Exchange Act:				Title of each class:                                             Name of each exchange on which registered:None                                                                The issuer’s shares are not yet listed for trading on an                                                                          exchange or stock marketSecurities registered under Section 12(g) of the Exchange Act:				Title of class:Not Applicable

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The issuer had 7,460,209 shares of common stock issued and outstanding as of September 10, 2007.Transitional Small Business Disclosure Format (Check One): Yes [  ] No [X]

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|   							
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**TABLE OF CONTENTS**                                                                                            |         |
|--------------------------|------------------------------------------------------------------------------------------------------------------------|--------------|
|                     |                                                                                                                   | **Page**     |
| **PART I**               |                                                                                                                   |         |
|           |                                                                                                              |         |
| Item 1.                  | Description of Business                                                                                                | 1            |
| Item 2.                  | Description of Property                                                                                                | 10           |
| Item 3.                  | Legal Proceedings                                                                                                      | 11           |
| Item 4.                  | Submission of Matters to a Vote of Security Holders                                                                    | 11           |
|                |                                                                                                              |    |
|                |                                                                                                              |    |
| **PART II**              |                                                                                                              |    |
|                |                                                                                                              |    |
| Item 5.                  | Market for Common Equity and Related Stockholder Matters                                                               | 11           |
| Item 6.                  | Management’s Discussion and Analysis                                                                             | 12           |
| Item 7.                  | Financial Statements                                                                                                   | 16 (F-1)     |
| Item 8.                  | Changes In and Disagreements With Accountants on Accounting and								Financial Disclosure                            | 30           |
| Item 8A.                 | Controls and Procedures                                                                                                | 30           |
| Item 8B.                 | Other Information                                                                                                      | 30           |
|                     |                                                                                                              |    |
|                     |                                                                                                              |    |
| **PART III**             |                                                                                                              |    |
|                |                                                                                                              |    |
| Item 9.                  | Directors, Executive Officers, Promoters and Control Persons;								Compliance With Section 16(a) of the Exchange Act | 31           |
| Item 10.                 | Executive Compensation                                                                                                 | 32           |
| Item 11.                 | Security Ownership of Certain Beneficial Owners and Management								and Related Stockholder Matters                  | 32           |
| Item 12.                 | Certain Relationships and Related Transactions                                                                         | 33           |
| Item 13.                 | Exhibits                                                                                                               | 35           |
| Item 14.                 | Principal Accountant Fees and Services                                                                                 | 36           |
|                |                                                                                                              |    |
|                     | Signatures                                                                                                             | 37           |

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**PART I**

**ITEM 1.     DESCRIPTION OF BUSINESS**This annual report on Form 10-KSB contains "forward-looking statements" relating to the registrant, Britton International Inc., which represent the registrant's current expectations or beliefs including, statements concerning registrant’s operations, performance, financial condition and growth.  For this purpose, any statement contained in this annual report on Form 10-KSB that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", “expect”, "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, ability of registrant to continue its growth strategy and competition, certain of which are beyond the registrant's control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.**BUSINESS DEVELOPMENT**BRITTON INTERNATIONAL INC. (“We”, “Us”, “Britton”, the “Company”, or the “Registrant” or “Issuer”) is a corporation which was incorporated on August 1, 2003 in the state of Nevada. We have purchased an existing electronic website for the purpose of retailing diamonds, watches and jewelry products to the public in established markets under the URL – www.Britton.com.				Our Articles of Incorporation, filed with the Secretary of State of Nevada, provides among other things that the Board of Directors be composed of Jacek Oscilowicz. Our authorized capital consists of 100,000,000 Common Shares. No Non-Voting Common or Preferred Shares have been authorized.  Upon incorporation, our Board of Directors appointed Jacek Oscilowicz to the offices of President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Chair of the Board of Directors, Secretary, Treasurer and Chair of the Company’s Audit Committee. 				Since inception the Company has not been involved in any bankruptcy, receivership or similar proceedings.				On August 7, 2003, we closed an issue of 5,000,000 shares of common stock to our President and sole Director, Jacek Oscilowicz.  These shares were issued at the price of $0.0001 per common share.  These shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D and are restricted shares as defined in the Securities Act.  We did not engage in any general solicitation or advertising.  This issuance was compensation for services provided by Mr. Oscilowicz which included incorporating the

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| **The Diamond Jewelry Supply Chain**

Diamond   >      Rough    >    Diamond   >    Diamond    >    Jewelry         >    Jewelry     >    Jewelry								Mining              Diamond      Cutting            Wholesale        Manufacturing      Wholesale       Retail   								                         Brokering                                                                                                                    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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    - Emotional Significance. Many purchases of diamonds and fine jewelry are made for presentation during a significant emotional event or occasion such as an engagement, marriage, birthday or anniversary.     Significant Cost. The cost of an item of fine jewelry often represents a significant portion of the purchaser’s disposable income.Uncertainty Regarding Pricing. Consumers are frequently skeptical as to whether the listed retail price of a diamond or fine jewelry product is fair, but lack sufficient information to evaluate its fairness or effectively negotiate a better price.
- Lack of Comparability. Consumers often lack the ability to compare a wide selection of jewelry items, and diamonds in particular, against a set of objective criteria provided by an independent third-party evaluator.     Limited Selection. The limited selection of jewelry at a typical retail store requires consumers to visit multiple stores during limited hours or settle for less desired products.High Pressure Environment. Consumers frequently feel pressured towards a purchase by commission-based sales personnel.
- Limited Ability to Control the Buying Experience. Consumers are frequently limited to the time and information provided to them by in-store sales personnel who may be trying to serve multiple customers simultaneously.			     
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  			The growth in online commerce can, in part, be attributed to a number of advantages the Internet provides to online retailers. Online retailers can display a larger number of products at a lower cost than traditional store-based or catalog retailers. In addition, online retailers have significant merchandising flexibility because they can rapidly adjust their selections, pricing and editorial content. Online retailers also benefit from the minimal cost to publish on the Internet, the ability to reach a large group of customers from a central location, and the potential for low-cost customer interaction. Unlike traditional retail channels, online retailers do not have the cost of managing and maintaining a retail store infrastructure or the significant printing and mailing costs of catalogs. Online retailers can also easily obtain demographic and behavioral data about customers, increasing opportunities for direct marketing and personalized services.**Traditional Jewelry Products Market**The jewelry products market includes a broad selection of product categories, including rings, necklaces, pendants, bracelets, earrings, pins, watches, and loose gems and diamonds.**Traditional Retail Channels for Jewelry Products**We believe that the traditional retailers for jewelry and jewelry related products in North America today can be grouped as follows:			     1.  High-end department stores and jewelry stores, which often strive to provide a high level of customer service and a knowledgeable sales staff, but typically offer a limited selection of mid-range to high-end products;			     2.  National department stores, which tend to carry broad selections of low-end to mid-range products from brands that are complementary to the stores' other offerings, but typically offer limited product-specific customer service;			     3.  Specialty and single brand stores, which are retail locations that carry a broad selection of specific product categories, but are limited to the geographic region in which the few physical stores are located; and			      4.   Boutiques, which are small stores often located in malls that generally carry a selection of the latest trends in lower-priced, fashion products and accessories.**Competition**The diamond and fine jewelry retail market is intensely competitive and highly fragmented. Our primary competition comes from online and offline retailers that offer products within the higher value segment of the jewelry market. In the future, we may also compete with other retailers that move into the higher value jewelry segment. Current or potential competitors include the following:			
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- independent jewelry stores;				 retail jewelry store chains, such as Tiffany & Co. and Bailey Banks & Biddle;				other online retailers that sell jewelry, such as BlueNile.com and Amazon.com;			

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- department stores, chain stores and mass retailers, such as Nordstrom and Neiman Marcus;				 online auction sites, such as eBay;				catalog and television shopping retailers, such as Home Shopping Network and QVC; and				
- discount superstores and wholesale clubs, such as Costco Wholesale and Wal-Mart.			  In addition to these competitors, we may face competition from suppliers of our products that decide to sell directly to our customers, either through physical retail outlets or through an online store.				We believe that the principal competitive factors in our market are product selection and quality, price, customer service and support, reliability and trust, web site features and functionality, convenience and delivery performance. We believe that we compete favorably in the market for diamonds and fine jewelry by offering detailed product information, broad product selection, the ability to customize jewelry, lower pricing and knowledgeable customer support to our customers.**Regulatory Background**We are not currently subject to direct federal, state or local business regulation other than regulations applicable generally to businesses or directly applicable to retailing or online commerce. Additionally, we are not impacted by any environmental legislation or regulations.				However, as the Internet becomes increasingly popular, it is possible that a number of laws and regulations may be adopted with respect to the Internet. These laws may cover issues such as user privacy, freedom of expression, pricing, content and quality of products and services, taxation, advertising, intellectual property rights and information security. Further, the growth of online commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online companies to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online company regarding the manner in which personal information is collected from users and provided to third parties. We do not currently provide individual personal information regarding our users to third parties. However, the adoption of additional privacy or consumer protection laws could create uncertainty in Internet usage and reduce the demand for our products and services.				We are not certain how our business may be affected by the application of existing laws governing issues such as property ownership, copyrights, encryption and other intellectual property issues, taxation, libel, obscenity, qualification to do business and export or import matters. The vast majority of these laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address these issues could create uncertainty for those conducting online commerce. This uncertainty could reduce demand for our products and services or increase the cost of doing business as a result of litigation costs or increased fulfillment costs.   
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  			In addition, because our products and services are available over the Internet in multiple states, certain states may claim that we are required to qualify to do business in such state. Our failure to qualify to do business in a jurisdiction where we are required to do so could subject us to taxes and penalties. It could also hamper our ability to enforce contracts in these jurisdictions. The application of laws or regulations from jurisdictions whose laws do not currently apply to our business could harm our business and results of operations.			We currently employ one person, namely our President Jacek Oscilowicz, who is responsible for all our business activities. Mr. Oscilowicz current devotes approximately 12 hours per week or 30% of his business time to Company affairs.  At such time that Mr. Oscilowicz needs additional assistance we expect to hire additional personnel as required.**REPORTS TO SECURITY HOLDERS**We are not currently required to deliver an annual report to our security holders and do not expect to do so for the foreseeable future.			On May 9, 2006 the Securities and Exchange Commission (“SEC”) completed its review of our registration statement on Form SB-2 and the statement became effective. We are now a reporting company and therefore will be filing forms 10-QSB quarterly reports and forms 10-KSB annual reports with the SEC. We will also be filing other reports including reports on Form 8-K, proxy and information statements and other information regarding the Company.  The public may read and copy any materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549 and/or obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, we are an electronic filer and as such, all items filed by us are available through an Internet site maintained by the SEC which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which site is available at http://www.sec.gov.**ITEM 2.     DESCRIPTION OF PROPERTY**We presently operate from the home of our President, who provides these premises to the company rent free. We intend to continue operating from these premises until such time as management determines that other space or employees are required.  These premises are located at 725 Kendall Lane, Boulder City, Nevada, 89005, ph/fax: (702) 293.3613.			The Company does not have any investments or interests in real estate nor real estate mortgages nor in securities nor interests in persons primarily engaged in real estate activities and therefore has no investment policies related to such matters. There is no limitation on the Company acquiring such interests and there is no limitation on the percentage of assets which the Company might invest in any one of such investments. Additionally, there is no requirement for the Board of Directors to seek approval through a vote of security holders for changes to any such policies if such investment policies were implemented in the future. It is  
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  			not a policy of the Company to acquire assets primarily for possible capital gains nor primarily for income. At this time the Company has no intention of investing in any of the aforementioned investments.			The Company owns property, other than real estate, which had a total undepreciated value as of April 30, 2007 of $2,746 and which are detailed in Note 1 of the annual financial statements included in this report.**ITEM 3.     LEGAL PROCEEDINGS**There are no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our officer and director, our affiliate, or any registered or beneficial shareholders are an adverse party or has a material interest adverse to us.**ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**During the year ended April 30, 2007, no matters were submitted to a vote of the Company's security holders, through the solicitation of proxies or otherwise.
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**PART II**  
**ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS					Market Information**The Company’s shares are not yet listed for trading on an exchange or stock market and therefore there is not a public market for its common equity. The Company has no senior securities outstanding.**Holders**As of April 30, 2007, the Company had 34 shareholders of its common shares.**Dividends**There are no restrictions that would limit the Company from paying dividends. The Company paid no dividends during the periods presented and has no intention of paying dividends in the foreseeable future.
  
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**Sales of Unregistered Securities**There were no sales of unregistered securities subsequent to the registration of 7,380,209 common shares of recorded on the Form SB-2 which became effective May 9, 2006.**Securities Authorized for Issuance Under Equity Compensation Plans**During the most recent fiscal year ended, the Company did not have any compensation plans nor individual compensation arrangements under which it might authorize the issuance of equity securities, options, or registration rights to employees or non-employees in exchange for consideration in the form of goods or services.**ITEM 6.     MANAGEMENTS’ DISCUSSION AND ANALYSIS** OverviewWe are a start-up, development stage company with a limited operating history. Our website, www.britton.com, was operated by Britton Jewellery Inc. (“BJI”) since the late 1990’s but has been operated by us only since we purchased it from BJI in November 2003. After some reconfiguration of the website, we made our first sale through the site on February 8, 2004. Our mission is to combine the advantages of online commerce with a superior customer focus in order to be an authoritative source for diamonds, watches and jewelry products.			In sum, our goals are:			1.    To generate maximum sales revenues by offering an extensive range of superior jewelry products to online consumers at competitive prices			2.    To generate referral and repeat business by offering exceptional service and sales follow-up to our customers			3.    To maximize the competitive advantage we hold through the sale of Canadian diamonds which consumers value as being sourced through “ethical” mining operations.  			Our financial statements are prepared in accordance with U.S. generally accepted accounting principles and we have expensed all development expenses related to the establishment of the company.**Results of Operations for the Year Ended April 30, 2007Sales**Sales decreased to $35,873 for the fiscal year ended April 30, 2007 (hereinafter referred to as “fiscal 2007”) compared with $122,600 for the fiscal year ended April 30, 2006 (hereinafter referred to as “fiscal 2005”). This represents an decrease of 71% and is we believe attributable  
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  			to decreased consumer acceptance of our website. For the comparative three month periods, sales decreased to $1,136 in 2007 versus $70,068 in 2006. Although there are many factors which may affect our sales in the future, we believe sales during the upcoming fiscal year will increase as we implement an advertising plan and increase our marketing efforts related to showcasing our offerings of diamonds.**Cost of Goods Sold**			Cost of Goods Sold (“COGS”) include the wholesale costs for jewelry which is re-sold via our website. GOGS were $32,138 during fiscal 2007 compared to $109,924 for fiscal 2006.The ratio of COGS to Sales remained approximately the same period over period. We anticipate the ratio of COGS to Sales will remain approximately the same in the future.**Gross Margin**			Gross Margin is calculated by subtracting COGS from Sales. Gross Margin decreased from $12,676 in fiscal 2006 to $3,735 in fiscal 2007, this represents a decrease of 71%.			Our operating expenses are classified into seven categories:			
-       Website expenses				-       Director & Officer fees				-       Professional fees				-       Advertising				-       Depreciation				-       Administrative expenses				-       Bad debt expense**Website Expenses**				Website expenses include fees from Internet Service Providers for access to the Internet, fees from technical service providers for website maintenance and fees from merchant services such as PayPal which facilitate certain functions on our website. Website expenses increased from $972 during fiscal 2006 to $4,553 during fiscal 2007. This increase is explained by the impairment charge taken on website capital costs during 2007. Going forward we project Website expenses will decrease from the level in fiscal 2007.   **Director & Officer Fees**				Director & Officer Fees were nil and nil for fiscal 2007 and fiscal 2006 respectively. Director & Officer fees include the amount paid to our President and Director in fiscal 2004 for his services in establishing the Company. This amount totaled $500 in fiscal 2004 which was paid by way of an issuance of 5,000,000 common shares. We do not expect to incur future costs in this area until the Company becomes profitable.**Professional Fees**				Professional fees were $61,329 in fiscal 2007 versus $44,820 in fiscal 2006. The increased cost in fiscal 2007 is attributable to fees for accounting, audit and legal professionals. We project these expenses will remain at current levels in the upcoming year.
  
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  **Advertising**			Advertising expenses are comprised of fees charged by Internet search engines such as Google for the direction of consumer traffic to the Company’s website. Advertising expenses were $50 during fiscal 2006 versus $nil during fiscal 2007.**Depreciation**			As detailed in Note 1 of our audited Financial Statements, depreciation is recorded for amortization of our website and for photographic equipment used to create images for posting on the website. Depreciation is a non-cash expense which is calculated on a straight-line basis. An amortization period of 5 years is used for the photographic equipment. In accordance with US tax law, the first year depreciation expense for assets is recorded as one-half of the total for a normal year. Depreciation in fiscal 2007 was $2,451 versus $4,430 in fiscal 2006. We expect depreciation expense will decrease in the upcoming fiscal year.**Administrative Expenses**			Administrative expenses were $6,072 in fiscal 2006 versus $6,780 in fiscal 2007. These expenses included Transfer Agent and Edgar Agent fees, costs for the day to day operation of the Company and costs for business trips.**Bad Debt Expense**			Bad Debt Expense was $nil and $nil in fiscal 2006 and fiscal 2007. We do not expect to incur bad debt expenses in the upcoming fiscal year.**Net Loss**We incurred a net loss of $(72,633) for the year ended April 30, 2007 compared with a net loss of $(44,040) for the year ended April 30, 2006. The significant comparative change in our results relates primarily to increases in charges for Professional Fees. **Material Events and Uncertainties**Our operating results are difficult to forecast.  Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable early stage companies in rapidly evolving markets.			There can be no assurance that we will successfully address such risks, expenses and difficulties. In addition, even though we have an operational business with revenues, we cannot assure you that our revenues will increase or that we will become profitable in the future.			The Company anticipates it will require additional cash infusions during the next 12 months and projects it will need to raise additional capital or obtain debt financing.  
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  **Liquidity and Capital Resources**Since the date of our incorporation, we have raised $60,937 though private placements of our common shares and $41,138 through shareholder loans. Subsequent to year end the Company also raised an additional $20,000 through a private placement.			However, during the 2007 fiscal year liquidity decreased due to significant expenditures made for Professional Fees. This is a matter of concern to management. Based on projected sales and our current monthly expenses, we expect to have a cash shortfall over the next 12 months. As of April 30, 2007 we had cash on hand of $7,280. Additionally, subsequent to year end the Company completed a private placement of common shares which raised aggregate gross proceeds of $20,000.**Capital Investment and Marketing Plans**During the next twelve months, we have no plans to invest in plant or equipment or research and development related to our products, and do not plan to hire any employees.			We do not expect cash-flow from operations will generate sufficient funds to cover our financial requirements and may need to raise additional funds through equity issuance or shareholder loans.**Off-Balance Sheet Arrangements**The Company does 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 are material to investors.  
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  **ITEM 7.     FINANCIAL STATEMENTS**  
**BRITTON INTERNATIONAL INC.*(a Development Stage Company)***INDEX TO FINANCIAL STATEMENTS				FISCAL 2007
  
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Page

  

Report of Independent Registered Public Accounting Firm

F-2

  

Financial Statements – fiscal years 2007 and 2006:

  

            Balance Sheet

F-3

  

            Statements of Operations

F-4

  

            Statement of Stockholders’ (Deficit)

F-5

  

            Statements of Cash Flows

F-6 to F-7

  

            Notes to Financial Statements

F-8 to F-15
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**BRITTON INTERNATIONAL INC.*(a Development Stage Company)						Report of Independent Registered Public Accounting Firm***
  
Board of Directors				Britton International Inc.				We have audited the accompanying balance sheet of Britton International Inc. (A Development  Stage Company) as of April 30, 2007 and the related statements of operations, stockholders’ (deficit), and cash flows for the year ended April 30, 2007 and for the period from August 1, 2003 (date of inception) through April 30, 2007. 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. The consolidated financial statements as of April 30, 2006 and for the cumulative period from August 1, 2003 to April 30, 2006 were audited by other auditors whose reports dated May 25, 2006 and July 21, 2005 expressed unqualified opinions on those statements. The financial statements for the period from August 1, 2003 to April 30, 2006 include total revenues and net loss of $Nil and $(57,402) since inception respectively.  Our opinion on the statements of stockholders’ (deficit), operations and cash flows for the period August 1, 2003 through April 30, 2007 insofar as it relates to amounts for prior periods through April 30, 2006 is based solely on the reports of other auditors.				We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.				In our opinion, based on our audit and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Britton International Inc (A Development Stage Company) as of April 30, 2007 and the results of its operations, stockholders’ (deficit), and its cash flows for the years ended April 30, 2007 and  for the cumulative  period from August 1, 2003 (date of inception) to April 30, 2007, in conformity with accounting principles generally accepted in the United States of America.				The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 the Company has accumulated operating losses since its inception and has limited business operations, which raise substantial doubt about the Company’s ability to continue as a going concern. Management's plan in regard to this matter is also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.				/s/ Schumacher & Associates, Inc.				Schumacher & Associates, Inc.				Certified Public Accountants				2525 Fifteenth Street, Suite 3H				Denver, Colorado 80211				September 10, 2007
  
F-2
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**BRITTON INTERNATIONAL INC.*(a Development Stage Company)*Balance Sheet**

April 30, 2007

                   ASSETS

  

CURRENT ASSETS

   Cash

$

7,280

   Prepaid expenses

558

      Total current assets

7,838

  

OTHER ASSETS

   Property and Equipment, net of accumulated depreciation of							      $11,881 as of April 30, 2007 and $9,430 as of April 30, 2006

2,746

         Total assets

$

10,584
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LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

CURRENT LIABILITIES

   Accounts payable

$

28,191

   Shareholder loans from related party

40,050

   Accrued interest payable

1,241

         Total current liabilities

 69,482

  

STOCKHOLDERS’ (DEFICIT)

Common shares, 100,000,000 shares with par value							   $0.0001 authorized, 7,380,209 issued and outstanding

738

Paid-in Capital

70,699

Accumulated deficit in the development stage

(129,997)

Accumulated other comprehensive income (loss)

(338)

         Total stockholders’ (deficit)

 (58,898)

  

         Total liabilities and stockholders’ (deficit)

$

10,584

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			The accompanying notes to financial statements are an integral part of this statement			F-3			**BRITTON INTERNATIONAL INC.*(a Development Stage Company)					Statements of Operations***  
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Year ended									April 30, 2007

Year ended									April 30, 2006

August 1, 2003								(inception) to								April 30, 2007

REVENUES:

   Sales

$

35,873

$

122,600

$

301,549

  

   Cost of Goods Sold

32,138

109,924

271,104

GROSS MARGIN

3,735

12,676

30,445

  

EXPENSES:

   Website expenses

$

4,553

$

972

$

13,865

   Directors & Officers fees

-

-

500

   Professional fees

61,329

44,820

111,658

   Advertising

-

50

3,944

   Depreciation

2,450

4,430

11,881

   Administrative expenses

6,781

6,072

15,642

   Bad debt expense

-

-

1,020

      Total expenses

75,113

56,344

158,510

  

Net (loss) from operations

(71,378)

(43,668)

(128,065)

Interest income

146

166

448

Interest expense

(1,363)

(594)

(2,380)

  

Net (loss)

$

(72,595)

$

(44,096)

$

(129,997)
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Loss per common share

$

(0.01)

$

(0.01)

$

(0.02)
====================================
  

Weighted average shares outstanding

7,380,209

7,171,990

6,835,859

  

OTHER COMPREHENSIVE LOSS:

Net loss

$

(72,595)

$

(44,096)

$

(129,997)

Foreign currency translation adjustment

(38)

56

(338)

Total other comprehensive (loss)

$

(72,633)

$

(44,040)

$

(130,335)
====================================				The accompanying notes to financial statements are an integral part of this statement				F-4				**BRITTON INTERNATIONAL INC.*(a Development Stage Company)						Statement of Stockholders’(Deficit)***  
Deficit

Accumulated

Accumulated

Other

During the

Total

Common

Common

Paid-in

Comprehensive

Development

Stockholders’

Shares

Stock

Capital

Income

Stage

(Deficit)

Common shares issued for services at									   $0.0001 on  August 7, 2003 

5,000,000

$

500

$

—

$

—

$

—

$

500

Common shares issued for purchase of									   website at $0.01on November 12, 2003

1,000,000

$

100

$

9,900

$

—

$

—

$

10,000

Common shares issued for cash at $0.02									   during the period ended April 30, 2004

656,876

$

66

$

13,072

$

—

$

—

$

13,138

Net loss for the period from									    August 1, 2003 (inception) to April 30, 2004

—

$

—

$

—

$

—

$

(4,737)

$

(4,737)

Balance, April 30, 2004

6,656,876

$

666

$

22,972

$

—

$

(4,737)

$

18,901

Common shares issued for cash at									   $0.02 during period ended April 30, 2005

390,000

$

39

$

7,761

$

—

$

—

$

7,800

Net loss for year ended April 30, 2005

—

$

—

$

—

$

(356)

$

(8,569)

$

(8,925)

Balance, April 30, 2005

7,046,876

$

705

$

30,733

$

(356)

$

(13,306)

$

17,776

Common shares issued for cash at $0.12 on									   December 12, 2005

333,333

$

33

$

39,966

$

—

$

—

39,999

Net loss year ended April 30, 2006

—

$

—

$

—

$

56

(44,096)

(44,040)

Balance, April 30, 2007

7,380,209

$

738

$

70,699

$

(300)

$

(57,402)

$

13,735

Net loss year ended    April 30, 2007

—

$

—

$

—

$

(38)

(72,595)

(72,633)

Balance, April 30, 2007

7,380,209

$

738

$

70,699

$

(338)

$

(129,997)

$

(58,898)
============================================				The accompanying notes to financial statements are an integral part of this statement				F-5				**BRITTON INTERNATIONAL INC.*(a Development Stage Company)						Statements of Cash Flows***
******
  
******

******

******

Year ending								April 30, 2007

Year ending								April 30, 2006

August 1, 2003								(inception) to								April 30, 2007

Cash flows from operating activities:

      Net loss for the period

$

(72,595)

$

(44,096)

$

(129,997)

      Reconciling adjustments:

      Adjustments to reconcile net loss

         to net cash used in operating

         Activities

            Depreciation

2,451

4,431

11,881

            Bad debt expense

-

-

1,020

            Website impairment charge

3,523

3,523

            Accrued interest on loans

1,210

31

1,241

            Services paid by share issuance

-

-

500

      Net change in operating assets

         and liabilities

         Prepaid expenses

5,375

(3,442)

(558)

         Accounts receivable

23,275

(23,275)

(1,020)

         Accounts payable and accrued liabilities

(4,118)

17,797

28,344

Net cash (used) in operating activities

(40,879)

(48,554)

(85,066)

  

Cash flows from investing activities:

      Purchase of Property and Equipment

-

(8,150)

(8,150)

Net cash (used) in investing activities

-

(8,150)

(8,150)

  

Cash flows from financing activities:

      Common stock issued for cash

-

39,999

60,937

       Loans from shareholders

38,897

1,000

39,897

Net cash provided by financing activities

38,897

40,999

100,834

  

Effect of foreign currency translation

(38)

56

(338)

  

Net increase in cash

(2,020)

(15,649)

7,280_

  

Cash, beginning of period

9,300

24,949

—

  

Cash, end of period

$

7,280

$

9,300

$

7,280
====================================				The accompanying notes to financial statements are an integral part of this statement				F-6**BRITTON INTERNATIONAL INC.*(a Development Stage Company)						Statements of Cash Flows***
******

******

******
  
Year ending								April 30, 2007

Year ending								April 30, 2006

August 1, 2003							(inception) to							April 30, 2007

Supplemental cash flow information:

      Interest received

$

146

$

166

$

448
====================================
  

  

Supplemental schedule of non-cash investing							and financing activities:

      Common stock issued for services

$

—

$

—

$

500
====================================
      Common stock issued for purchase of							          website

$

—

$

—

$

10,000
====================================			The accompanying notes to financial statements are an integral part of this statement			F-7			**BRITTON INTERNATIONAL INC.*(a Development Stage Company)					Notes to Financial Statements***  
***Note 1 – Summary of Significant Accounting Policies***This summary of significant accounting policies is presented to assist in understanding Britton International Inc.’s financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements, which are stated in U.S. Dollars.				The financial statements reflect the following significant accounting policies:**Organization and Description of Business**Britton International Inc. (“Britton”, “We”, or the “Company”) was incorporated in the State of Nevada on August 1, 2003.				We are an online retailer of jewelry, watches and jewelry related products. We have developed an online cost structure and a supply solution that eliminates traditional layers of diamond wholesalers and brokers.				Our fiscal year end is April 30th.  				The Company is in the development stage.**Revenue Recognition**Revenues are recognized in accordance with SEC Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements".  Under SAB 101, product or service revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable and collectibility is reasonably assured.				Revenue is recognized when payment is received, or when we have made other payment arrangements with clients and management has a high degree of confidence that collectibility of the sale is assured. Shipping and handling costs are included in prices charged to customers and are reflected as part of income in reported revenues.**Use of Estimates**The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
  
F-8
  
******

******

****

****

****

****
  
**BRITTON INTERNATIONAL INC.*(a Development Stage Company)							Notes to Financial Statements***
  
**Loss per Share**Loss per share is computed in accordance with SFAS No. 128, “Earnings per Share”. Basic loss per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares at September 30, 2006.  The Company has incurred a net loss and has no potentially dilutive common shares, therefore; basic and diluted loss per share is the same.  Additionally, for the purposes of calculating diluted loss per share, there were no adjustments to net loss. **Estimated Fair Value of Financial Instruments**The  carrying  value  of  accounts  payable,  and  other  financial  instruments reflected  in  the  financial  statements  approximates  fair  value  due  to the short-term maturity of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.**Comprehensive Income**The Company has adopted Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income". SFAS 130 requires that the components and total amounts of comprehensive income be displayed in the financial statements beginning in 1998. Comprehensive income includes net income and all changes in equity during a period that arises from non-owner sources, such as foreign currency items and unrealized gains and losses on certain investments in equity securities. Comprehensive loss for the periods shown equals the net loss for the period plus the effect of foreign currency translation.**Income Taxes**The Company follows the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes”, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted rates in effect in the years during which the differences are expected to reverse and upon the possible realization of net operating loss carry-forwards.**Valuation of Long-Lived Assets**The  Company   periodically   analyzes  its  long-lived   assets  for  potential impairment,  assessing  the  appropriateness  of  lives  
  
F-9
  
******

******

****
  
**BRITTON INTERNATIONAL INC.*(a Development Stage Company)							Notes to Financial Statements***
  
and recoverability of un-depreciated balances through measurement of undiscounted operation cash flows on a basis consistent with accounting  principles  generally accepted in the United States of America.**Start-up Costs**The Company has adopted Statement of Position No. 98-5 ("SOP 98-5"), "Reporting the Costs of Start-Up Activities." SOP 98-5 requires that all non-governmental entities expense the cost of start-up activities, including organizational costs as those costs are incurred.**Development Stage Enterprise**Based upon the Company’s revenue generation and its business plan, it is a development stage enterprise as of the year ending April 30, 2007. Accordingly, the Company presents its financial statements in conformity with the accounting principles generally accepted in the United States of America that apply in establishing operating enterprises. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.**Currency**The majority of the Company's cash flows are in United States dollars. Accordingly, the US dollar is the Company’s functional currency.**Cash and Cash Equivalents**The Company considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity of 90 days or less.**Risks and Uncertainties**The Company is subject to substantial business risks and uncertainties inherent in starting a new business. There is no assurance that the Company will be able to generate sufficient revenues or obtain sufficient funds necessary for launching a new business venture.**Website Development Costs**The Company capitalized certain Website development costs totaling $10,000 in 2004 and $4,228 in 2005. The estimated useful life of these costs was re-evaluated during the year and on July 31, 2006 the Company took an impairment charge of $3,523 which represented the amount of a non-refunded installment payment on a website development contract which was cancelled. This charge is included within Website Expenses on the income statement. During 2006 and 2007, depreciation of the website totaled $4,039 and 1,667, respectively. Upon taking depreciation in QII-07, the website was fully depreciated. Capitalized Website development costs were included in Property and Equipment.
  
F-10
  
****

****

****

****

****
  
**BRITTON INTERNATIONAL INC.*(a Development Stage Company)							Notes to Financial Statements***
  
**Property and equipment**As of April 30, Property and equipment**consisted of the following:
  
****

****

****

**Property and Equipment**

****

****

**2007**

****

****

**2006**

  

  

  

    

  

Website****

$

14,228****

**$**

14,228****

    Less: impairment charge

(3,523)

****

    Less: accumulated depreciation****

(10,705)****

****

(9,039)****

Subtotal****

**-**

****

5,189****

****

****

Gem Camera****

$

3,450****

**$**

3,450****

    Less: accumulated depreciation****

 (1,035)****

 (345)****

Subtotal****

2,415****

****

3,105****

****

****

****

****

****

Digital Camera****

$

472****

$

472****

    Less: accumulated depreciation****

 (141)****

 (47)****

Subtotal****

331 ****

425 ****

****

****

****

****

****

**Total property and equipment**

**$**

**2,746**

**$**

**8,719**
  
**Other**The Company paid no dividends during the periods presented.				The Company consists of one reportable business segment.				All revenue reported is from external customers in the United States, Canada and various other countries.				Advertising is expensed as it is incurred.				It is the Company’s policy not to carry accounts receivable. However when accounts receivable do exist and are determined by management to be non-collectible, they are charged as an expense to income within a period of six months from the date when collection is deemed to be doubtful. 				We did not have any off-balance sheet arrangements as of April 30, 2007 nor as of April 30, 2006.
  
F-11
**BRITTON INTERNATIONAL INC.*(a Development Stage Company)					Notes to Financial Statements***  
***Note 2– Basis of Presentation***Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company has accumulated operation losses since its inception and has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern.  The continuation of the Company is dependent upon the continuing financial support of investors and stockholders and upon obtaining the capital requirements of the Company.  It is the belief of management that marketing initiatives planned for the upcoming fiscal year will raise the Company’s profile on the Internet, improve operations and provide opportunities to expand the Company’s investor base. The Company intends to attempt to acquire additional operating capital through equity offerings to the public to fund its business plan. There is no assurance that the equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company.***Note 3 – Recent Accounting Pronouncements***In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157 “Fair Value Measurements”. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years and earlier application is encouraged. The Company has adopted this Statement and this adoption did not impact the Company's financial position, results of operations, or cash flows.				Various additional accounting pronouncements have been issued during 2006 and 2007, none of which are expected to have any material effect on the financial statements of the Company.***Note 4 – Income Taxes***The Company is subject to federal income taxes in the US. The Company has had no net income from its US operations and therefore has not paid nor has any income taxes owing in the US.				Deferred income taxes arise from temporary timing differences in the recognition of income and expenses for financial reporting and tax purposes.  The Company's deferred tax assets consist entirely of the benefit from net operating loss carry-forwards. The Company's deferred tax assets are offset by a valuation allowance due to the uncertainty of the realization of the net operating loss carry-forwards.  Net operating loss carry-forwards may be further limited by a change in company ownership and other provisions of the tax laws.
  
F-12
  
****

**
  
**BRITTON INTERNATIONAL INC.*(a Development Stage Company)							Notes to Financial Statements***
  
The Company's deferred tax assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating Loss):
  
Year Ending

Estimated							NOLCarry-forward

NOLExpires

Estimated							Tax							Benefitfrom NOL

ValuationAllowance

Net TaxBenefit

2004

   $    (4,737)

2024

$       711

$      (711)

$  —

2005

   $    (8,925)

2025

$    1,339

$   (1,339)

$  —

2006

   $  (44,040)

2026

$    6,606

$   (6,606)

$  —

2007

   $  (72,633)

2027

  $  10,895  

$ (10,895)

$  —

   $  (57,702)

  $  19,551  

$ (19,551)

$  —
			The total combined valuation allowance for the year as of April 30, 2007 is $(19,551) which increased by $(10,895) for the year ended April 30, 2007.***Note 5 – Common Stock Issued***On August 7, 2003, the Company issued 5,000,000 shares of its common stock to its President for services as a director & officer of the Company. This transaction was valued at a fair market value of $0.0001 per share for a total value of $500.			On November 12, 2003, the Company issued 1,000,000 shares of its common stock for the purchase of its website. This transaction was valued at a fair market value of $0.01 per share for a total value of $10,000. 			During the fiscal year ending April 30, 2004, the Company issued 656,876 shares of its common stock in a private offering at $0.02 per share for a total of $13,138. 			During the fiscal year ending April 30, 2005, the Company issued 390,000 shares of its common stock in a private offering at $0.02 per share for a total of $7,800. 			On December 15, 2005, the Company issued 333,333 shares of its common stock in a private offering at $0.12 per share for a total of $40,000.***Note 6 – Account Payable Arrangement***The Company has negotiated a long-term credit arrangement with one of its primary suppliers. Terms of this arrangement extend vendor credit to the Company for up to eighteen months at a rate of 5% per annum. As of April 30, 2007, the accounts payable balance outstanding to Supplier One, including accrued interest, was $7,466.  
F-13
**BRITTON INTERNATIONAL INC.*(a Development Stage Company)						Notes to Financial Statements***  
***Note 7****– **Related Party Transactions and Supplier Concentration***The Company has purchased products for resale from a related party, Britton Jewellery Inc., which holds 13.6% of the Company’s common shares. Transactions with this related party comprised 94% and 11% of the Company’s total jewelry purchases in fiscal 2007 and fiscal 2006 respectively. At April 30, 2007, the Company had a credit of $596 with this related party.				At April 30, 2007, the Company had one related party shareholder loan outstanding of $41,291.41 which included $1,241.41 of accrued interest. This loan accrues interest at 5% per annum, is unsecured and has no fixed repayment date. During the year ended April 30, 2007, loans from shareholders, including accrued interest, increased by $40,260.10.***Note 8 – Subsequent Event***On July 20, 2007, the Company issued 80,000 shares of its common stock in a private offering at $0.25 per share for a total of $20,000. 
  
F-14
  ******  ******  ******  ******  ******  ******  
****

******

******

******

******
  **ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**We have had no changes or disagreements with accountants on accounting and financial disclosure.**ITEM 8A.   CONTROLS AND PROCEDURES				Disclosure controls and procedures**As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer (the “Certifying Officers”) of the effectiveness of the design and operation of the Company's *disclosure controls and procedures* (as defined in rules 13a-15(e) and 15d-15(e)) under the *Exchange Act.*Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were adequate to ensure that information required to be disclosed by us, including our consolidated subsidiaries, in reports that we file or submit under the *Exchange Act*, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations. **Internal control over financial reporting**The Certifying Officers reviewed our *internal control over financial reporting* (as defined in rules 13a-15(f) and 15d-15(f)) under the *Exchange Act*as of the Evaluation Date and concluded that no changes occurred in such control or in other factors during the fiscal year ending April 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.**ITEM 8B.   OTHER INFORMATION**There is no information the Company would have been required to file on Form 8K during the fourth quarter of the fiscal year ended April 30, 2007.  
30
  
****

****
**PART III**  
**ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT					Directors and Executive Officers**The following table sets forth certain information regarding the executive officer and director of Britton International Inc. as of April 30, 2007.Name                                Age               Title                                       Term of				Jacek Oscilowicz                42                President, Chief                      1 Year				                                                              Executive Officer,				                                                              Chief Financial Officer,				                                                              Principal Accounting				                                                              Officer, Chair of the				                                                              Board, Treasurer,				                                                              and SecretaryJacek OscilowiczMr. Oscilowicz was appointed to the Board of Directors (which currently consists of our sole director) in August 2003 to serve for a term of one year.  He was re-appointed for additional one-year terms in August 2004 and in August 2005.  Mr. Oscilowicz was also appointed to the positions of President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary and Treasurer on August 7, 2003 and continues to hold these positions to the present. Prior to the formation of the Company, Mr. Oscilowicz had no prior experience in web based sales or jewelry sales operations.				In August, 2003, Mr. Oscilowicz built on his experience in marketing and promotional activities from his prior business ventures to launch Britton International Inc. Mr. Oscilowicz is President and Director of the Company and is responsible for its operations. From April 1999 to December 2002, Mr. Oscilowicz was a member of Triamca, LLP, an American firm which specialized in the manufacture of building construction materials.  Mr. Oscilowicz was, from 1999 to the present, the managing partner of Ravnhouse LLP, a holding company formed in 1999 to develop production of specialized designer stucco used in upscale home building projects. Beginning in August 2004 Mr. Oscilowicz also became a member of B.O.S.S. Technologies, LLC, a Nevada based private company, with interest in precious metal processing.  He is a shareholder in B.O.S.S. and is active in the engineering of a pilot processing plant.				Mr. Oscilowicz attended the Agricultural University (SGGW) of Warsaw, Poland from 1983 to 1989 in the Faculty of Engineering and Environmental Science.  Mr. Oscilowicz emigrated
  
31
  ****  			to Canada in 1990 and became a Canadian citizen in 1995. In 1996 he moved to the United States and is now a permanent resident.**Significant Employees**Mr. Oscilowicz is the sole employee of the Company.**Family Relationships**There are no family relationships between any director or executive officer.**Involvement in Certain Legal Proceedings**No officer, director, or control person of the Company has had any involvement in legal proceedings during the past five years that are material to an evaluation of the ability or integrity of any director, officer, or control person of the Company.**Audit Committee Financial Expert**The Board formed an Audit Committee in August 2003 and appointed Mr. Oscilowicz as Chair. Due to the fact that the Company is in its development stage, it has not yet been able to recruit and compensate an expert for the Audit Committee. **Compliance With Section 16(a) of the Securities Exchange Act of 1934**Section 16(a) of the Securities and Exchange Act of 1934 requires our executive officers, directors and persons who own more than 10% of our equity securities registered pursuant to Section 12 of the Exchange Act of 1934 (the “Act”) to file with the SEC initial statements of beneficial ownership on Form 3, reports of changes in ownership on Form 4 and annual reports concerning their ownership on Form 5. Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. As of September 10, 2007 the Company has not registered under Section 12 of the Act and as such no reports on Forms 3, 4 or 5 have to date been filed.**Code of Ethics**We have adopted a Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer. This code is filed herein as Exhibit 14. Upon request, the Company will furnish a copy of this Code of Ethics by mail to any person without charge. Such requests should be made in writing and mailed to: Britton International Inc., 725 Kendall Lane, Boulder City, Nevada, USA 89005 attn: Code of Ethics Request.  
32
  **ITEM 10.    EXECUTIVE COMPENSATION				Executive Compensation**The following table sets forth the salaries and director fees we paid to our executive officer in our most recent fiscal year ended April 30, 2007 and since inception:			                       
****

****

**Name and										Principal										Position**

****

****

****

**Year**

****

****

****

**Salary										($)**

****

****

****

**Bonus										($)**

****

****

**Other Annual										Compensation										($)**

****

****

**Restricted										Stock										Awards/SAR’s										($) (1)**

****

**Securities										Underlying										Options/SAR’s										(#)**

****

****

****

**LTIP										Payouts										($) (2)**

****

****

****

**All Other										Compensation										($)**

Jacek									Oscilowicz									President									& CEO

Fiscal									2007

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Jacek									Oscilowicz									President									& CEO

Fiscal									2006

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Jacek									Oscilowicz									President									& CEO

Fiscal									2005

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Jacek									Oscilowicz									President									& CEO

Fiscal									2004

Nil

Nil

Nil

$500 (3)

Nil

Nil

Nil
  
(1)   SAR’s are “Stock Appreciation Rights”					(2)   LTIP’s are “Long-Term Incentive Plans”					(3)   There are no standard arrangements for the compensation of our President and Director and the only					        payment made to him has been 5,000,000 common shares which were issued on August 7, 2003 as a					        one-time payment for services performed by him for the Company to that same date.
  
**ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSSecurity Ownership of Certain Beneficial Owners**The following table sets forth, as of September 10, 2007, certain information as to shares of our common stock owned by: each person known by us to beneficially own more than 5% of our outstanding common stock: our director and executive officer; and our affiliate Britton Jewellery Inc.
  
33
    
****
  
****

****

**NAME**

****

**AMOUNT AND NATURE OF							BENEFICIAL SHARES OWNED (1)**

**PERCENT OF							OUTSTANDING							OWNERSHIP (2)**

Jacek Oscilowicz						President & CEO        

5,000,000 common shares

67.0%

Britton Jewellery Inc.(3)

1,000,000 common shares

13.4 %
    (1)    Based on 7,460,209 shares of common stock issued and outstanding as of September 10, 2007. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.     (2)    No person among this group has the right to acquire within sixty days through options, warrants, rights, conversion, privilege or similar obligations any security of the Company.     (3)    Britton Jewellery Inc. is 55% owned by Tony Loureiro.     Security Ownership of Management The following table sets forth, as of September 10, 2007, certain information as to shares of our common stock owned by our management; and all of these parties as a group:     
****

****

**NAME**

****

**AMOUNT AND NATURE OF							BENEFICIAL SHARES OWNED (1)**

**PERCENT OF							OUTSTANDING							OWNERSHIP (2)**

Jacek Oscilowicz 						President & CEO       

5,000,000 common shares

67.0

President & CEO as a Group

5,000,000 common shares

67.0%
    (1)    Based on 7,460,209 shares of common stock issued and outstanding as of August 31, 2007. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.         
34
            (2)    No member of Management, which is comprised of our sole officer and director, has the right to acquire within sixty days through options, warrants, rights, conversion, privilege or similar obligations any security of the Company.     ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS During the two years ended April 30, 2007, there have been no material transactions or series of similar transactions to which the Company was or will be a party, in which the amount involved exceeds $60,000 and in which any promoter, founder, director or executive officer, or any security holder who is known to us to own of record, or beneficially, more than five percent of the our common stock, or any member of the immediate family of any of the foregoing persons, had a material interest, and none is presently proposed.     ITEM 13.    EXHIBITS  
EXHIBIT INDEX
  
Number            Exhibit Description3.1*                 Articles of Incorporation				3.2*                 Certificate of Amendment of Articles of Incorporation				3.3*                 Bylaws				10.1*               Material Contract – Purchase and sale Agreement - Website				14.1**             Code of Ethics				24.1*               Power of Attorney				31.1                 Certificate of President & Chief Executive Officer (principal executive officer)                        pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the				                        Sarbanes-Oxley Act of 2002				31.2                 Certificate of Chief Financial Officer (principal financial officer) pursuant to 18				                        U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley				                        Act of 2002
  
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  ****           		32.1                 Certificate of President & Chief Executive Officer and Chief Financial Officer  		                         and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted                          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    		*    Filed as an exhibit to our registration statement on Form SB-2 filed January 27, 2006 and incorporated herein by this reference.    		**    Filed as an exhibit to our Form 10-KSB filed May 26, 2006 and incorporated herein by this reference.     ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table presents the fees for professional audit services rendered by Schumacher & Associates Inc. CPAs and Miller and McCollom, CPAs for the audit of the Corporation’s annual financial statements for the years ended April 30, 2007 and April 30, 2006 and fees billed for other services rendered by Schumacher & Associates Inc. and Miller and McCollom during those periods. All services reflected in the following fee table for 2007 and 2006 were pre-approved, respectively, in accordance with the policy of the Board of Directors.                                                                      Fiscal Year Ended                                                   April 30, 2007              April 30, 2006        Audit fees  (1)                            $28,150                        $18,500         Audit-related fees                           -                                   -         Tax fees                                         -                                   -         All other fees                                   -                                     -                        TOTAL FEES                   $28,150                        $18,500     (1)    Audit fees consist of audit and review services, consents and review of documents filed with the SEC.    		In its capacity as the Audit Committee, the Board of Directors pre-approves all audit (including audit-related) and permitted non-audit services to be performed by the independent auditors. The Board of Directors annually approves the scope and fee estimates for the year-end audit to be performed by the Corporation’s independent auditors for the fiscal year. With respect to other permitted services, the Board of Directors pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project and annual maximums. To date, the Company has not engaged its auditors to perform any non-audit related services.         
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  ****            SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.    		BRITTON INTERNATIONAL INC.     /s/ J.Oscilowicz                                   Jacek Oscilowicz  		President and Chief Executive Officer,  		Chief Financial Officer, Principal Accounting Officer  		Secretary, Treasurer,  		Director and Chair of Board    		Dated: September 10, 2007                                           
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