SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


____________________________




FORM
10-KSB


____________________________




x




For
the fiscal year ended April 30, 2008




 ̈
 EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM
 _______________
to _______________





Commission
File #: 000-1336747




BRITTON
INTERNATIONAL INC.


(Exact
name of small business issuer as specified in its charter)




Nevada


(State or
other jurisdiction of incorporation or organization)




47-0926548


(IRS
Employer Identification Number)




725
Kendall Lane, Boulder City, Nevada 89005


(Address
of principal executive offices )





(702)
293-3613


(Issuer’s
telephone number)





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
      market
 Securities
registered under Section 12(g) of the Exchange Act:





Title of
class:


Not
Applicable





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act 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 o




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy information incorporated
by reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB. x





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act. Yes x No o





The
issuer earned revenues of $878 during fiscal year 2008.





There is
no bid or offer for the issuer’s shares and therefore the issuer cannot state an
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity, as of a specified date within the past 60 days.





The
issuer had 71,012,847 shares of common stock issued and outstanding as of August
13, 2008.





Transitional
Small Business Disclosure Format (Check One): Yes o No x













ii




TABLE
      OF CONTENTSPagePART IItem
      1.
            Description
      of Business
            1Item
      2.
            Description
      of Property
            2Item
      3.
            Legal
      Proceedings
            2Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            3PART IIItem
      5.
            Market
      for Common Equity and Related Stockholder Matters
            3Item
      6.
            Management’s
      Discussion and Analysis
            4Item
      7.
            Financial
      Statements
            7
              (F-1
      to F-13)Item
      8.
            Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure
            20Item
      8A.
            Controls
      and Procedures
            21Item
      8B.
            Other
      Information
            20PART IIIItem
      9.
            Directors,
      Executive Officers, Promoters and Control Persons; Compliance With Section
      16(a) of the Exchange Act
            22Item
      10.
            Executive
      Compensation
            23Item
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            24Item
      12.
            Certain
      Relationships and Related Transactions
            25Item
      13.
            Exhibits
            26Item
      14.
            Principal
      Accountant Fees and Services
            26Signatures
            27





iii


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. 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 nor has the Company been involved in any reclassification,
consolidation, or merger arrangements.





BUSINESS
OF ISSUER





We were
established as an online retailer of jewelry, watches and jewelry related
products. Our jewelry business was discontinued on October 2, 2007 and we are
currently researching other business opportunities. Our audited financial
statements included in this Report are presented to reflect the discontinuation
of the Company’s jewelry operation and concurrently reset the Development Stage
inception date of the Company as October 3, 2007.





We
currently employ one person, namely our President, who is responsible for all
our business activities.




1


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 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 does not presently own property of any kind.





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.


2




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





During
the year ended April 30, 2008, no matters were submitted to a vote of the
Company's security holders, through the solicitation of proxies or
otherwise.


PART II




ITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER
  MATTERS





Market
Information





The
Company’s shares are listed on the NASD OTC-BB and have not yet traded. The
Company has no senior securities outstanding.





Holders





As of
April 30, 2008, the Company had 36 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.




Sales
of Unregistered Securities





On July
20, 2007, the Company issued 80,000 shares of its common stock in a private
offering at $0.25 per share for aggregate proceeds of $20,000.





Subsequent
to year end, on May 28, 2008 the Company issued 206,577 shares of its common
stock in a private offering at $0.10 per share for aggregate proceeds of
$20,658.





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.




3




ITEM
      6.
            MANAGEMENTS’ DISCUSSION AND
      ANALYSIS





Overview and recent
developments





We are a
development stage company with a limited operating history. We were established
as an online retailer of jewelry, watches and jewelry related products. Due to
general economic conditions and other factors, the Company initiatives to create
an online retail jewelry business were unsuccessful and on October 3, 2007 the
operating assets of the Company were sold and its jewelry business was
discontinued and we are currently researching other business
opportunities.





On May
13, 2008 we entered into a letter of intent with Calico Entertainment Group,
Inc. (“Calico’), a privately-held company with corporate headquarters located in
Reno, Nevada and its principal business operations in Santa Monica,
California. The letter of intent outlines a business combination whereby
Britton would acquire all of the issued and outstanding stock of Calico and upon
completion of the transaction shareholders of Calico would own approximately 5%
of the issued and outstanding stock of Britton. Calico is a “Hollywood” based,
media/feature film/television finance and production company formed for the
purpose of creating and distributing entertainment products. During June 2008,
the Company completed its due diligence and is currently negotiating a
definitive agreement with Calico.





Our
financial statements are prepared in accordance with U.S. generally accepted
accounting principles (“GAAP”) and we have expensed all development expenses
related to the establishment of the company. When the Company discontinued its
jewelry business it became required under GAAP to reset the Development Stage
period of the Company to a start date of October 3, 2007, the termination date
of the discontinued jewelry operation. GAAP also required that that the
financial results of the discontinued jewelry business be stripped out of the
results of the remaining corporate entity. Consequently, the comparative
financial results discussed here are not indicative of what will be the business
operations of Britton International Inc. in the future, nor those of the
predecessor enterprise which included the jewelry operation. Information solely
regarding the financial results of jewelry operation can be found in Note 4 of
the financial statements included in this report.





The
following discussion and analysis covers material changes in the financial
condition of Britton International Inc. from October 3, 2007 to April 30, 2008
without the inclusion of the terminated jewelry operation or comparatives based
on prior period data.





Results of Operations for
the Year Ended April 30, 2008





Our
operating expenses are classified into two categories:


-      
Professional and consultant fees


-      
Administrative expenses





Professional
and consultant fees


Professional
and consultant fees were $29,134 in fiscal 2008 and included expenses for
accounting, audit and legal professionals. We project these expenses will remain
at current levels in the upcoming year.




4


Administrative
Expenses


Administrative
expenses were $1,886 in fiscal 2008 and were composed of Transfer Agent and
Edgar Agent fees, costs for the day to day operation of the Company and costs
for business trips.





Net
Loss


We
incurred a net loss of $(53,105) for the year ended April 30, 2008.





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.





Liquidity and Capital
Resources





Since the
date of our incorporation, we have raised $91,437 though private placements of
our common shares and $65,905 through shareholder loans. Subsequent to year end
the Company raised an additional $20,658 through a private
placement.





However
during the 2008 fiscal year liquidity decreased substantially and is a matter of
concern to management. Based on projected expenses we expect to have a cash
shortfall over the next 12 months. As of April 30, 2008 we had cash on hand of
$910 and prepaid expenses of $596. Additionally, subsequent to year end the
Company completed a private placement of common shares which raised aggregate
gross proceeds of $20,658.





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




5


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.
























6




ITEM
      7.
            FINANCIAL
      STATEMENTS











BRITTON
INTERNATIONAL INC.


(a
Development Stage Company)








INDEX TO
FINANCIAL STATEMENTS





FISCAL
2008





PageReport
      of Independent Registered Public Accounting Firm
            F-2Financial
      Statements – fiscal year 2008:Balance Sheets
            F-3Statements of
      Operations
            F-4Statement of Stockholders’
      (Deficit)
            F-5Statements of Cash
      Flows
            F-6Notes to Financial
      Statements
            F-7
      to F-13










7




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, 2008and April 30, 2007and the related
statements of operations, stockholders’ (deficit), and cash flows for the year
ended April 30, 2008 and for the period from October 3, 2007 (date of
inception) through April 30, 2007 and for the cumulative period October
3, 2007(date of inception) to April 30, 2008. 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 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, 2008 and April 30, 2007 and the results of its operations,
stockholders’ (deficit), and its cash flows for the year ended April 30, 2008
and for the period from October 3, 2007 (date of inception) through April
30, 2007 and  for the cumulative  period from October
3, 2007 (date of inception)  to April 30, 2008, 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


July 31,
2008





F-2


8


BRITTON
INTERNATIONAL INC.


(a
Development Stage Company)


Balance
Sheet





April
      30, 2008
            
            
            April
      30, 2007ASSETSCURRENT
      ASSETSCash
            
            $
            910
            
            
            $
            7,280Prepaid expenses
            
            
            596
            
            
            
            558Total current
    assets
            
            
            1,506
            
            
            
            7,838OTHER
      ASSETSProperty
      and Equipment, net of accumulated depreciationof
      $11,881 as of April 30, 2007
            
            $
            -
            
            
            $
            2,746Total assets
            
            $
            1,506
            
            
            $
            10,584LIABILITIES
      AND STOCKHOLDERS’ (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
            
            $
            17,266
            
            
            $
            28,191Shareholder
      loans from related party (Note 7)
            
            
            64,302
            
            
            
            40,050Accrued
      liabilities
            
            
            10,000
            
            
            
            -Accrued
      interest payable (Note 7)
            
            
            1,603
            
            
            
            1,241Total current
      liabilities
            
            
            93,171
            
            
            
            69,482STOCKHOLDERS’
      (DEFICIT)Common
      shares, 100,000,000 shares with par value $0.0001 authorized, 70,806,270
      issued and outstanding (Note 6)
            
            
            236
            
            
            
            738Paid-in
      Capital (Note 6)
            
            
            91,201
            
            
            
            70,699Accumulated
      deficit in the development stage
            
            
            (183,102
            )
            
            
            (129,997
            )Accumulated
      other comprehensive income (loss)
            
            
            -
            
            
            
            (338
            )Total stockholders’
      (deficit)
            
            
            (91,665
            )
            
            
            (58,898
            )Total liabilities and
      stockholders’ (deficit)
            
            $
            1,506
            
            
            $
            10,584








The
accompanying notes to financial statements are an integral part of this
statement





F-3


9


BRITTON
INTERNATIONAL INC.


(a
Development Stage Company)




Statements
of Operations





Year
      ended
              April
      30, 2008
            
            
            Year
      ended
              April
      30, 2007
            
            
            October
      3, 2007 (development
              stage
      re-set) to
              April
      30, 2008REVENUES:Sales
            
            $
            -
            
            
            $
            35,873
            
            
            $
            -Cost
      of Goods Sold
            
            
            -
            
            
            
            32,138
            
            
            
            -GROSS
      MARGIN
            
            $
            -
            
            
            $
            3,735
            
            
            $
            -EXPENSES:Website
      expenses
            
            $
            -
            
            
            $
            4,553
            
            
            $
            -Professional and consultant
      fees
            
            
            29,134
            
            
            
            61,329
            
            
            
            29,134Depreciation
            
            
            
            
            
            
            2,450
            
            
            
            -Administrative
      expenses
            
            
            1,886
            
            
            
            6,781
            
            
            
            1,886Total expenses
            
            $
            31,020
            
            
            $
            75,113
            
            
            $
            31,020Net
      (loss) from continuing operations
            
            
            (31,020
            )
            
            
            (71,378
            )
            
            
            (31,020
            )Interest
      income – continuing operations
            
            
            10
            
            
            
            146
            
            
            
            10Interest
      expense – continuing operations
            
            
            (1,603
            )
            
            
            (1,363
            )
            
            
            (1,603
            )Net
      (loss) from discontinued operations (Note 4)
            
            
            (20,492
            )
            
            
            -
            
            
            
            (20,492
            )Net
      (loss)
            
            $
            (53,105
            )
            
            
            (72,595
            )
            
            $
            (53,105
            )Loss
      per common share – continuing operations
            
            $
            Nil
            
            
            
            Nil
            
            
            $
            NilLoss
      per common share – discontinued operations
            
            Nil
            
            
            
            -
            
            
            NilWeighted
      average shares outstanding
            
            
            70,806,270
            
            
            
            70,806,270
            
            
            
            70,806,270OTHER
      COMPREHENSIVE LOSS:Net
      (loss)
            
            $
            (53,105
            )
            
            $
            (72,595
            )
            
            $
            (53,105
            )Foreign
      currency translation adjustment
            
            
            -
            
            
            
            (38
            )
            
            
            -Total
      other comprehensive (loss)
            
            $
            (53,105
            )
            
            $
            (72,633
            )
            
            $
            (53,105
            )











The
accompanying notes to financial statements are an integral part of this
statement





F-4


10


BRITTON
INTERNATIONAL INC.


(a
Development Stage Company)





Statement
of Stockholders’ (Deficit)





Common
              Shares
            
            
            Common
              Stock
            
            
            Paid-in
              Capital
            
            
            Accumulated
      Other Comprehensive Income
            
            
            Accumulated
      Deficit
            
            
            Deficit
      Accumulated During the Development Stage
            
            
            Total
      Stockholders’
              (Deficit)Balance,
      April 30, 2006
            
            
            221,406,270
            
            
            
            738
            
            
            
            70,699
            
            
            
            (300
            )
            
            
            (57,402
            )
            
            
            —
            
            
            
            13,735Net
      loss year ended April 30, 2007
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (38
            )
            
            
            (72,595
            )
            
            
            —
            
            
            
            (72,633
            )Balance,
      April 30, 2007
            
            
            221,406,270
            
            
            $
            738
            
            
            $
            70,699
            
            
            $
            (338
            )
            
            $
            (129,997
            )
            
            
            -
            
            
            $
            (58,898
            )Common
      shares issued for cash at $0.25 on July 20, 2007(Note
      6)
            
            
            2,400,000
            
            
            $
            8
            
            
            $
            19,992
            
            
            $
            —
            
            
            $
            —
            
            
            
            —
            
            
            
            20,000To
      give effect to stock cancellation October 1, 2007(Note
      6)
            
            
            (153,000,000
            )
            
            
            (510
            )
            
            
            510
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —Net
      loss during Period from May 1, 2007 to
              October
      2, 2007
            
            
            —
            
            
            $
            
            
            
            $
            
            
            
            $
            338
            
            
            $
            (20,492
            )
            
            
            —
            
            
            $
            (20,154
            )Net
      loss during Period from October 3, 2007 to
              April
      30, 2008
            
            
            —
            
            
            $
            —
            
            
            $
            —
            
            
            $
            —
            
            
            
            
            
            
            $
            (32,613
            
            
            $
            (32,613
            )Balance,
      April 30, 2008
            
            
            70,806,270
            
            
            $
            236
            
            
            $
            91,201
            
            
            $
            —
            
            
            $
            (150,489
            )
            
            
            (32,613
            )
            
            $
            (91,665
            )
































The
accompanying notes to financial statements are an integral part of this
statement





F-5


11


BRITTON
INTERNATIONAL INC.


(a
Development Stage Company)




Statements
of Cash Flows





Year
      ending
              April
      30, 2008
            
            
            Year
      ending
              April
      30, 2007
            
            
            October
      3, 2007 (development stage re-set) to April 30, 2008Cash
      flows from operating activities:Net loss for the
      period
            
            $
            (53,105
            )
            
            $
            (72,595
            )
            
            $
            (51,368
            )Reconciling
      adjustments:Adjustments to
      reconcile net loss to cash used in Operating activities:Depreciation
            
            
            -
            
            
            
            2,451
            
            
            
            -Website
      impairment charge
            
            
            -
            
            
            
            3,523
            
            
            
            -Accrued
      interest on loans
            
            
            1,603
            
            
            
            1,210
            
            
            
            1,603Net change in operating assets
      and liabilities:Prepaid expenses
            
            
            129
            
            
            
            5,375
            
            
            
            129Accounts receivable
            
            
            (2,356
            )
            
            
            23,275
            
            
            
            (2,356
            )Accounts payable and accrued
      liabilities
            
            
            20,388
            
            
            
            (4,118
            )
            
            
            18,651Net
      cash (used) in operating activities
            
            
            (33,341
            )
            
            
            (40,879
            )
            
            
            (33,341
            )Cash
      flows (used) by discontinued operating activities
            
            
            (6,857
            )
            
            
            -
            
            
            
            (6,857
            )Cash
      flows from financing activities:Common stock issued for
      cash
            
            
            20,000
            
            
            
            -
            
            
            
            20,000Loans from shareholders
            
            
            16,428
            
            
            
            38,897
            
            
            
            16,428Net
      cash provided by financing activities
            
            
            36,428
            
            
            
            38,897
            
            
            
            36,428Effect
      of foreign currency translation
            
            
            -
            
            
            
            (38
            )
            
            
            -Net
      decrease in cash
            
            
            (3,770
            )
            
            
            (2,020
            )
            
            
            (3,770
            )Cash,
      beginning of period
            
            
            4,680
            
            
            
            9,300
            
            
            
            4,680Cash,
      end of period
            
            $
            910
            
            
            $
            7,280
            
            
            $
            910








Supplemental
Statement of Cash Flows





Year
      ending
              April
      30, 2008
            
            
            Year
      ending
              April
      30, 2007
            
            
            October
      3, 2007 (development stage re-set) to April 30, 2008Supplemental
      cash flow information:Interest received
            
            $
            10
            
            
            $
            146
            
            
            $
            10





The
accompanying notes to financial statements are an integral part of this
statement





F-6


12




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 were established as an online retailer of
jewelry, watches and jewelry related products. Our jewelry business was
discontinued on October 2, 2007 and we are currently researching other business
opportunities. These audited financial statements are presented to reflect the
discontinuation of the Company’s jewelry operation and concurrently reset the
Development Stage inception date of the Company as October 3, 2007.





Our
fiscal year end is April 30th.





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 collectability 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
collectability 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-7


13


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 balance sheet date.
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
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.





F-8


14


BRITTON
INTERNATIONAL INC.


(a
Development Stage Company)





Notes
to Financial Statements





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, 2008. 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. When the Company discontinued its jewelry business it became
required under GAAP to reset the Development Stage period of the Company to a
start date of October 3, 2007, the termination date of the discontinued jewelry
operation.





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.





Other





The
Company paid no dividends during the periods presented.





The
Company consists of one reportable business segment.





We did
not have any off-balance sheet arrangements as of April 30, 2008.








F-9




15




BRITTON
INTERNATIONAL INC.


(a
Development Stage Company)





Notes
to Financial Statements





Note
2 – Going Concern





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 currently 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 on
further financial support of investors and management. Once the Company has
established a new business unit, the Company intends to attempt to acquire
additional operating capital through equity offerings to the public to fund its
business plan but there is no assurance that 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 May
2008, FASB issued SFAS No. 162, The Hierarchy of General Accepted
Accounting Principles.This Statement identifies the sources of
accounting principles and the framework forselecting the
principles to be used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles (GAAP) in the United States (the GAAP hierarchy).
The Company has adopted this Statement and this adoption did not impact the
Company's financial position, results of operations, or cash flows.





In
February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - including an amendment of FASB Statement
No. 115. This standard permits fair value measurement of certain
financial assets and liabilities in an effort to eliminate volatility of
earnings created by current practice. Most of the Statement applies only to
companies that elect fair value. However, the amendment to FASB Statement
No. 115, Accounting for Certain Investments in Debt and Equity Securities,
applies to all entities with available-for-sale and trading securities. This
statement is effective for the first fiscal period beginning after
November 15, 2007. 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 to 2008, none
of which are expected to have any material effect on the financial statements of
the Company.











F-10


16


BRITTON
INTERNATIONAL INC.


(a
Development Stage Company)





Notes
to Financial Statements








Note
4 – Discontinued Operations





Due to
general economic conditions and other factors, the Company initiatives to create
an online retail jewelry business were unsuccessful and on October 2, 2007 the
operating assets of the Company were sold and its jewelry business was
discontinued.





The
components of discontinued operations are:




Period
      from
              May
      1, 2007 to
              October
      2, 2007
            
            
            May
      1, 2006 to
              April
      30, 2007
            
            
            August
      1, 2003
              through
              October
      2, 2007REVENUES:Sales
            
            $
            878
            
            
            $
            35,873
            
            
            $
            302,427Cost of Goods Sold
            
            
            (704
            )
            
            
            32,138
            
            
            
            (271,808
            )GROSS
      MARGIN
            
            
            174
            
            
            $
            3,735
            
            
            $
            30,619EXPENSES:Website expenses
            
            $
            266
            
            
            $
            4,553
            
            
            $
            14,131Directors & Officers fees
            
            
            -
            
            
            
            -
            
            
            
            500Professional fees
            
            
            16,224
            
            
            
            61,329
            
            
            
            127,882Advertising
            
            
            -
            
            
            
            -
            
            
            
            3,944Depreciation
            
            
            196
            
            
            
            2,450
            
            
            
            12,077Administrative expenses
            
            
            2,728
            
            
            
            6,781
            
            
            
            18,370Bad debt expense
            
            
            -
            
            
            
            -
            
            
            
            1,020Total expenses
            
            $
            19,414
            
            
            $
            75,113
            
            
            $
            177,924Net
      Income (loss) from operations
            
            
            (19,240
            )
            
            
            (71,378
            )
            
            
            (147,305
            )Interest
      income
            
            
            70
            
            
            
            146
            
            
            
            518Interest
      expense
            
            
            (984
            )
            
            
            (1,363
            )
            
            
            (3,364
            )Adjustment
      to recognize prior years’ foreign currency translation
    losses
            
            
            (338
            )
            
            
            
            
            
            
            (338
            )Net
      Income (loss)
            
            $
            (20,492
            )
            
            $
            (72,595
            )
            
            $
            (150,489
            )Loss
      per common share
            
            $
            Nil
            
            
            $
            Nil
            
            
            $
            NilWeighted
      average shares outstanding
            
            
            70,806,270
            
            
            
            70,806,270
            
            
            
            70,806,270OTHER
      COMPREHENSIVE INCOME (LOSS):Net
      Income (loss)
            
            $
            (20,492
            )
            
            $
            (72,595
            )
            
            $
            (150,489
            )Foreign
      currency translation adjustment
            
            
            338
            
            
            
            (38
            )
            
            
            338Total
      Other Comprehensive Income (Loss)
            
            $
            (20,154
            )
            
            $
            (72,633
            )
            
            $
            (150,151
            )














F-11




17




BRITTON
INTERNATIONAL INC.


(a
Development Stage Company)





Notes
to Financial Statements





Note
5 – 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.





The
Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows (“NOL” denotes Net Operating Loss):





Year Ending
            
            Estimated
              NOL
              Carry-forward
            
            NOL
              Expires
            
            Estimated
              Tax
              Benefit
              from NOL
            
            
            Valuation
              Allowance
            
            
            Net
      Tax
              Benefit2004
            
            $
            (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
            )
            
            $
            —2008
            
            $
            (53,105
            )
            2028
            
            $
            7,966
            
            
            $
            (7,966
            )
            
            $
            —$
            (183,102
            )
            
            
            $
            27,517
            
            
            $
            (27,517
            )
            
            $
            —





The total
combined valuation allowance for the year as of April 30, 2008 is $(27,517)
which increased by $(7,966) for the year ended April 30, 2008.





Note
6 – 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.








F-12




18




BRITTON
INTERNATIONAL INC.


(a
Development Stage Company)





Notes
to Financial Statements







On
December 15, 2005, the Company issued 333,333 shares of its common stock in a
private offering at $0.12 per share for aggregate proceeds of
$40,000.





On July
20, 2007, the Company issued 80,000 shares of its common stock in a private
offering at $0.25 per share for aggregate proceeds of $20,000.





On
October 1, 2007, the Board of Directors authorized the cancellation of 5,100,000
shares of its common stock which were submitted for cancellation by its CEO as
to 4,550,000 shares and a related party as to 550,000 shares. This cancellation
resulted in the revaluation of share capital as follows: (i) Common Stock was
revalued from $746 to $236, based on par value of $0.0001 times 5,100,000 common
shares; and (ii) Paid In Capital was adjusted from $90,691 to
$91,201.





On
October 2, 2007, the Board of Directors authorized a 30 for 1 forward stock
split which became effective November 15, 2007. All references to stock issued
and stock outstanding have been retroactively adjusted as if the stock split and
stock dividend had taken place at the earliest date shown.





Subsequent
to year end, on May 28, 2008 the Company issued 206,577 shares of its common
stock in a private offering at $0.10 per share for aggregate proceeds of
$20,658.





Note 7– Related Party
Transactions





At April
30, 2008, the Company had one related party shareholder loan outstanding of
$65,905 which included $1,603 of accrued interest. This loan is
uncollateralized, accrues interest at 5% per annum and has no fixed repayment
date. During the year ended April 30, 2008, loans from shareholders, including
accrued interest, increased by $18,031.





Note
8 – Subsequent Event





Subsequent
to year end, on May 13, 2008, the Company entered into a letter of intent with
CaliCo Entertainment Group, Inc. (“Calico’), a privately-held company with its
corporate headquarters located in Reno, Nevada and its principal business
operations in Santa Monica, California. The letter of intent outlines a
business combination whereby Britton would acquire all of the issued and
outstanding stock of Calico in exchange for 3,450,000 newly issued shares of
Britton. Upon completion of the transaction, the shareholders of Calico
would own approximately 5% of the issued and outstanding stock of Britton. The
transaction is subject to Britton and the shareholders of Calico entering into a
definitive agreement.





Subsequent
to year end, on May 28, 2008 the Company issued 206,577 shares of its common
stock in a private offering at $0.10 per share for aggregate proceeds of
$20,658.





F-13


19


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





(a)  Evaluation
of Disclosure Controls and Procedures.





Our
management, with the participation of our President, evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by
this report. Based on that evaluation, our President concluded that our
disclosure controls and procedures as of the end of the period covered by this
report were effective such that the information required to be disclosed by us
in reports filed under the Securities Exchange Act of 1934 is: (i) recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms; and (ii) accumulated and communicated to our management,
including our President, as appropriate to allow timely decisions regarding
disclosure. A controls system cannot provide absolute assurance, however, that
the objectives of the controls system are met, and no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within a company have been detected.





Management's Annual Report
on Internal Control over Financial Reporting.


Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act). Our internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with accounting principles generally accepted in the United
States.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems determined to be
effective can provide only reasonable assurance of achieving their control
objectives. Furthermore, smaller reporting companies face additional
limitations. Smaller reporting companies employ fewer individuals and find it
difficult to properly segregate duties. Often, one or two individuals control
every aspect of the Company's operation and are in a position to override any
system of internal control. Additionally, smaller reporting companies tend to
utilize general accounting software packages that lack a rigorous set of
software controls.





Our
management, with the participation of the President, evaluated the effectiveness
of the Company's internal control over financial reporting as of April 30, 2008.
In making this assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control -- Integrated Framework. Based on this evaluation,
our




20


management,
with the participation of the President, concluded that, as of April 30, 2008,
our internal control over financial reporting was not effective  due
to material weaknesses in the system of internal control.





Specifically,
management identified the following control deficiencies:





(1) The
Company has not properly segregated duties as one or two individuals initiate,
authorize, and complete all transactions. The Company has not implemented
measures that would prevent the individuals from overriding the internal control
system. The Company does not believe that this control deficiency has resulted
in deficient financial reporting because the Chief Financial Officer is aware of
his responsibilities under the SEC's reporting requirements and personally
certifies the financial reports.





(2) The
Company has installed accounting software that does not prevent erroneous or
unauthorized changes to previous reporting periods and does not provide an
adequate audit trail of entries made in the accounting software. The Company
does not think that this control deficiency has resulted in deficient financial
reporting because the Company has implemented a series of manual checks and
balances to verify that previous reporting periods have not been improperly
modified and that no unauthorized entries have been made in the current
reporting period.





Accordingly,
while the Company has identified certain material weaknesses in its system of
internal control over financial reporting, it believes that it has taken
reasonable steps to ascertain that the financial information contained in this
report is in accordance with generally accepted accounting
principles.





Management
has determined that current resources would be appropriately applied elsewhere
and when resources permit, they will alleviate material weaknesses through
various steps.





(b)
Changes in Internal Control over Financial Reporting.





During
2008, there were no changes in the Company's internal controls over
financial


reporting,
known to the chief executive officer or the chief financial officer, that have
materially affected, or are reasonably likely to materially affect, the
Company's 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, 2008.




21


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, 2008.




Name
            Age
            Title
            Term
      ofJacek
      Oscilowicz
            43
            President,
      Chief Executive
      Officer, Chief Financial Officer, Principal Accounting Officer, Chair of
      the Board, Treasurer, and Secretary
            1
      Year





Jacek
Oscilowicz


Mr.
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.





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 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.


22




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 August 13, 2008 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.




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, 2008 and since inception:




23





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
      2005
              to
              Fiscal
      2008
            Nil
            Nil
            Nil
            
            Nil
            Nil
            
            Nil
            
            NilJacek
      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 MATTERS





Security Ownership of
Certain Beneficial Owners





The
following table sets forth, as of August 13, 2008, certain information as to
shares of our commonstock owned by each person known by us to beneficially own
more than 5% of our outstanding common stock:





NAME
            AMOUNT
      AND NATURE OF
              BENEFICIAL
      SHARES OWNED (1)
            PERCENT
      OF
              OUTSTANDING
              OWNERSHIP
      (2)Jacek
      Oscilowicz
              President
      & CEO
            27,000,000
      common shares
            38.0%




(1)
            Based
      on 71,012,847 shares of common stock issued and outstanding as of August
      13, 2008. 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.





24




Security Ownership of
Management





The
following table sets forth, as of August 13, 2008, 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
            27,000,000
      common shares
            38.0%President
      & CEO as a Group
            27,000,000
      common shares
            38.0%




(1)
            Based
      on 71,012,847 shares of common stock issued and outstanding as of August
      13, 2008. 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
      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, 2008, 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.







25


ITEM
      13.
            EXHIBITS




Number
            Exhibit
      Description3.1*
            Articles
      of Incorporation3.2*
            Certificate
      of Amendment of Articles of Incorporation3.3*
            Bylaws14.1**
            Code
      of Ethics24.1*
            Power
      of Attorney31.1
            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
      200231.2
            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
      200232.1
            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 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 for the audit of the Corporation’s annual
financial statements for the years ended April 30, 2008 and April 30, 2007 and
fees billed for other services rendered by Schumacher & Associates Inc.
during those periods. All services reflected in the following fee table for 2008
and 2007 were pre-approved, respectively, in accordance with the policy of the
Board of Directors:




26






Fiscal Year
      EndedApril 30,
      2008
            
            
            April
      30, 2007Audit fees
    (1)
            
            $
            15,400
            
            
            $
            28,150Audit-related
      fees
            
            
            -
            
            
            
            -Tax fees
            
            
            -
            
            
            
            -All other
    fees
            
            
            -
            
            
            
            -TOTAL FEES
            
            $
            15,400
            
            
            $
            28,150




(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.







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:
August 13, 2008







27