**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549




**FORM
      10-KSB**




(Mark
      One)




x Annual
      Report Pursuant To Section 13 or 15(d) Of the Securities Exchange Act Of
      1934




For
      the
      fiscal year end **June
      30, 2006**




 ̈ Transition
      Report under Section 13 or 15(d) Of the Securities Exchange Act Of 1934




For
      the
      transition period from _____ to _____




**COMMISSION
      FILE NUMBER** **033-24138-D**




**BRENDAN
      TECHNOLOGIES, INC.**


(Name
      of
      small business issuer in its charter)




**NEVADA**
            
            **38-3378963**(State
                or other jurisdiction of incorporation or organization)
            
            (I.R.S.
                Employer Identification No.)




**2236
                Rutherford Rd., Suite 107****Carlsbad,
                California**
            
            **92008**(Address
                of principal executive offices)
            
            (Zip
                Code)




Issuer's
      telephone number **(760)
      929-7500**




Securities
      registered under Section 12(b) of the Exchange Act: **NONE.** ****




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




**COMMON
      STOCK, $0.004995 PAR VALUE PER SHARE.** ****




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act  ̈




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 or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o




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




Revenues
      for the fiscal year ended June 30, 2006 were **:
      $681,337.**




The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold as of **October
      5, 2006**  **was**  **$4,841,963** . ****




State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date. **As
      of October 5, 2006 the issuer had 25,498,794**  **shares
      of Common Stock outstanding.**




Part I
      Item 4 of this Annual Report on Form 10-KSB incorporates by reference
      information (to the extent specific sections are referred to herein) from the
      Registrant’s Information Statement mailed to stockholders on July 24, 2006.




Transitional
      Small Business Disclosure Format (Check one): Yes  ̈  **** No **** x










**Annual
      Report on Form 10-KSB**


**for
      the Year Ended June 30, 2006**





**TABLE
      OF CONTENTS**




PagePART
                IITEM
                1.
            
            Description
                of Business
            
            3ITEM
                2.
            
            Description
                of Property
            
            7ITEM
                3.
            
            Legal
                Proceedings
            
            7ITEM
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            7PART
                IIITEM
                5.
            
            Market
                for Common Equity, Related Stockholder Matters and SmallBusiness
                Issuer Purchases of Equity Securities
            
            7ITEM
                6.
            
            Management's
                Discussion and Analysis or Plan of Operation
            
            8ITEM
                7.
            
            Financial
                Statements
            
            17ITEM
                8.
            
            Changes
                in and Disagreements with Accountants onAccounting
                and Financial Disclosure
            
            17ITEM
                8A.
            
            Controls
                and Procedures
            
            18ITEM
                8B.
            
            Other
                Information
            
            18PART
                IIIITEM
                9.
            
            Directors,
                Executive Officers, Promoters and Control Persons;Compliance
                with Section 16(a) of the Exchange Act
            
            19ITEM
                10.
            
            Executive
                Compensation
            
            21ITEM
                11.
            
            Security
                Ownership of Certain Beneficial Owners and Managementand
                Related Stockholder Matters
            
            23ITEM
                12.
            
            Certain
                Relationships and Related Transactions
            
            24ITEM
                13.
            
            Exhibits
            
            25ITEM
                14.
            
            Principal
                Accountant Fees and Services
            
            28




2




**DISCLOSURE
      REGARDING FORWARD-LOOKING STATEMENTS**




Certain
      statements contained in this Annual Report on Form 10-KSB constitute
      "forward-looking statements". These statements, identified by words such as
      “plan”, "anticipate", "believe", "estimate", "should," "expect" and similar
      expressions, include our expectations and objectives regarding our future
      financial position, operating results and business strategy. These statements
      reflect the current views of management with respect to future events and are
      subject to risks, uncertainties and other factors that may cause our actual
      results, performance or achievements, or industry results, to be materially
      different from those described in the forward-looking statements. Such risks
      and
      uncertainties include those set forth under the caption "Management's Discussion
      and Analysis or Plan of Operation" and elsewhere in this Form 10-KSB. We advise
      you to carefully review the reports and documents we file from time to time
      with
      the Securities and Exchange Commission (“SEC”), particularly our quarterly
      reports on Form 10-QSB and our current reports on Form 8-K.




As
      used
      in this annual report, the terms "we", "us", "our", Brendan”, the “Company”, and
“Omni” mean Brendan Technologies, Inc., unless otherwise indicated.




**PART
      I**




**ITEM
      1.     DESCRIPTION OF
      BUSINESS.**




**The
      Company**




On
      September 15, 2006, Omni U.S.A., Inc., a Nevada corporation (“ **Omni** ”),
      changed its name to Brendan Technologies, Inc., a Nevada corporation
      ( **“we”,
      the “Company” or** “ **Brendan** ”).
      On
      December 29, 2005, Omni, Omni’s wholly-owned subsidiary Omni Merger Sub, Inc., a
      Michigan corporation (“ **Merger
      Sub** ”),
      Jeffrey Daniel and Edward Daniel entered into an Agreement and Plan of Merger
      (the “ **Merger
      Agreement** ”)
      with
      Brendan Technologies, Inc., a Michigan corporation (“ **Brendan
      Sub** ”)
      pursuant to which Merger Sub was merged with and into Brendan Sub and Brendan
      Sub became the surviving corporation in the merger and a wholly-owned subsidiary
      of Omni. Brendan Sub continues its corporate existence under the laws of the
      State of Michigan.




Concurrently
      with the merger, 4,754,709 shares
      of
      Brendan Sub common stock outstanding immediately before the merger were
      converted into 19,018,836 shares
      of
      Omni common stock, a four for one ratio. Also concurrently with the merger,
      (i) 4,352,879 shares
      of
      Omni common stock were issued to the holders of Brendan Sub Senior and Bridge
      Notes totaling $ 2,654,198 in
      aggregate principal and interest, a conversion rate of 1.64 shares per $1.00
      under such debt; and (ii) 900,000 shares of Omni common stock was issued to
      individuals who participated in the arrangement of the merger.




Common
      stock options and warrants exercisable into 973,500 shares
      of
      Brendan Sub before the merger became exercisable into 3,894,000 common
      shares of Omni after the merger. The exercise price of the Omni stock options
      and warrants was adjusted to 25% of the exercise price of the Brendan Sub stock
      options and warrants.




At
      the
      effective time of the merger, Omni appointed John Dunn II, Lowell Giffhorn,
      Theo
      Vermaelen and Steven Eisold to the Omni Board of Directors, and Jeffrey Daniel,
      Craig Daniel, Kevin Guan and Didi Duan resigned from the Omni Board of
      Directors. In addition, John Dunn II was appointed Chairman of the Board,
      President, Chief Executive Officer and Chief Technical Officer; Lowell Giffhorn
      was appointed Vice President and Chief Financial Officer; and George Dunn was
      appointed Vice President, Secretary and Chief Operating Officer of Omni. Jeffrey
      Daniel and Craig Daniel resigned from their positions as officers of
      Omni.




Concurrent
      with entering into the Merger Agreement, on December 29, 2005, Omni entered
      into
      a Stock Purchase Agreement (“ **Stock
      Purchase Agreement** ”)
      with
      Jeffrey K. Daniel, Craig L. Daniel and Edward Daniel (“ **Daniels** ”)
      pursuant to which, immediately following the merger, Omni sold to Daniels all
      of
      the issued and outstanding shares of capital stock of Omni U.S.A., Inc., a
      Washington corporation (“ **Omni-Washington** ”)
      and
      Butler Products Corporation (“ **Butler** ”),
      each
      of which was previously a wholly-owned subsidiary, in exchange for a three-year
      promissory note due on December 29, 2008 in the amount of $672,000 (the
“ **Promissory
      Note** ”).




3




Prior
      to
      the transactions effected by the Stock Purchase Agreement and Merger Agreement,
      Omni-Washington and Butler constituted substantially all of Omni’s operations.
      Following the transactions effected by the Merger Agreement and the Stock
      Purchase Agreement, Brendan Sub is now our sole wholly-owned subsidiary, and
      we
      conduct all our operations through Brendan.




**Business
      Overview**




Brendan
      Sub was formed on October 31, 1997, under the laws of the State of Michigan
      as
      Brendan Technologies, Inc., and does business as Brendan Scientific Corporation.
      Through Brendan Sub, our wholly owned subsidiary, we are a software company
      that
      designs, develops and markets computational analytical software products for
      the
      laboratory testing industry. Brendan’s laboratory workflow and analysis software
      platform manages the raw, computed and analytical data in testing laboratories
      and in manufacturing.




Brendan
      evolved from the initial work of its founder John R. Dunn II, Ph.D., now our
      Chairman, President, Chief Executive Officer and Chief Technical Officer.
      Brendan’s first commercialized product is StatLIA®, software designed
      specifically for immunoassay testing. Since Dr. Dunn’s early work on StatLIA®
over nine years ago, StatLIA® has been developed with software engineers,
      mathematicians and laboratory professionals who specialize in laboratory
      testing. Over the years, StatLIA® has been used in laboratories, undergoing
      numerous revisions and additions to develop the product.




**StatLIA®**




Immunoassays,
      one of the world’s largest and fastest growing testing technologies, is used to
      test for metabolites found in AIDS, hepatitis, cancer, environmental pollutants,
      side effects of new drugs and thousands of other biological and environmental
      substances. Immunoassays are a broadly applicable technology allowing low cost,
      rapid analysis through high throughput testing. Immunoassays are used
      extensively in pharmaceutical, hospital, clinical reference, academic and
      industrial research, environmental, agricultural, food processing and
      veterinarian laboratories throughout the world.





StatLIA®
      uses comprehensive statistics to directly or indirectly analyze the performance
      of each of the nine immunoassay components (label, tracer, antibody, buffer,
      incubation, separation, standards, controls and unknowns). StatLIA® stores a
      fixed set of stable reference assays which are statistically compared to a
      single assay or multiple assays to detect changes in reagents or incubation
      conditions. With a reference set of at least two assays, standard curve and
      control specimen parameters in today’s assay are statistically compared to the
      same parameter in the reference assays to identify any statistically significant
      differences.





StatLIA®
      is intended to address the following:


· *Insufficient
        Quality* - Error
        rates in Immunoassay testing is estimated to be as high as 4%. Testing errors
        and the inability to directly locate error sources is costly and time consuming.
        We believe that StatLIA® will reduce the error rates and enhance the tester’s
        ability to locate the error source.





· *Lack
      of Automation* -
      Immunoassay testing is very labor intensive due to many manual steps in the
      processing, tracking and analysis of the data produced. With high throughput
      testing becoming the industry norm, the data needs to be managed with even
      greater efficiency. We believe that StatLIA® will reduce such labor costs.





·*Regulatory
      Compliance* -
      Federal regulations are placing increasing demands for compliance with the
      Food
      and Drug Administration’s (“ **FDA** ”)
      quality assurance regulations. We believe that StatLIA® will meet the growing
      need for automated software that can assist laboratories in complying with
      the
      regulation.




4





·*Need
      for Better Data
      Management* -
      Improved technologies have allowed greater automation in Immunoassay testing,
      increasing throughput volumes but requiring better connectivity and
      standardization for the management of the data generated. We believe that
      StatLIA® will address the need for greater connectivity and
      standardization.





Brendan
      first targeted the immunoassay market with StatLIA® because it is a fragmented
      and large market that may allow Brendan to sell its software to testing
      equipment distributors and original equipment manufacturers (“ **OEM** s”),
      and
      earn a share of business from large organizations.





Users
      of
      StatLIA® include device and reagent manufacturers, pharmaceutical companies,
      clinical diagnostic centers and government testing laboratories. Distributors
      of
      StatLIA® include device and reagent manufacturers and their distributors, as
      well as Brendan’s direct sales force.





**Customer
      Base**





Brendan
      has used most of its capital to date in the development of StatLIA® and the
      expansion of the program to encompass all of the differing immunoassay
      technologies and workflow configurations found in research and clinical
      laboratories. Existing customers who have used StatLIA® in laboratories
      include several large pharmaceutical companies, clinical diagnostic
      organizations, reagent manufacturers and research entities. This client base
      also serves as a source of revenue for additional instruments and workstations,
      and support and maintenance renewal fees.





Many
      of
      our institutional clients operate under rigorous FDA regulations, or the
      European equivalent, and the FDA requires that new software products be
      validated.




**Strategy**





*Industry
      Analysis*





Using
      data obtained from Morgan Stanley Dean Witter, Global Industry Analysts, and
      other published industry and marketing reports, and instrument manufacturer
      sales figures, we estimate this market to represent over $1 billion in
      revenue and does not include the food processing, agricultural, veterinarian,
      or
      the rapidly expanding environmental immunoassay markets. This also does not
      include software applications for other technologies. According to the Health
      Industry Manufacturer’s Association, more than $50 billion in medical devices,
      diagnostic products and health information systems are currently purchased
      annually in the United States and more than $120 billion worldwide. This
      represents only the clinical market segment and not pharmaceutical, research,
      environmental and other segments.





Conventional
      laboratory software falls into two primary areas: laboratory management or
      instrumentation. Laboratory management software handles billing, report
      generation, and other administrative tasks. The software is not designed for
      complex technical computation. Software for the testing instruments operate
      as
      dedicated systems and is basically designed only to generate results. It is
      not
      designed for the complete statistical analysis and data management and record
      keeping requirements for pharmaceutical, clinical or research labs, nor is
      it
      designed to exist in a cooperative environment with other immunoassay
      instruments.





StatLIA®
      was introduced to meet this need, which we believe no other commercial software
      available meets. By using StatLIA® for their assay validation and documentation
      as well as standardizing on it as one uniform system throughout their
      organization, pharmaceutical companies may save substantial time and resources
      supplying the necessary documentation to get new drugs to market and clinical
      laboratories may increase productivity and reliability while reducing costs.





*Market*





We
      believe that through Brendan we have the opportunity to introduce a product
      to
      serve an under-served niche market: the software used in biomedical and
      non-biomedical testing laboratories. The testing industry generates more than
      $100 billion in revenues each year to run tests for drug development, medical
      diagnostics and treatments, water and soil samples, infectious disease research,
      food contaminants, and numerous other health and industry-critical applications.




5





Brendan
      has focused on the analytical segment of the market. This is the computation,
      storage and analysis of the raw signal data generated by a testing instrument.
      However, the majority of the software used to analyze these tests is a part
      of
      the instrument software that is provided by the instrument manufacturer. These
      routines do not provide all of the capabilities and are not as extensive as
      the
      data currently computed by StatLIA®.





StatLIA®
      allows laboratories to interface all of their immunoassay testing instruments
      into one uniform system. As one system, as compared to the more common system
      using several isolated testing instruments, the StatLIA® system can be easily
      interfaced to Brendan’s main database for reporting patient results and
      recording clinical trial data, among other processes. The system also integrates
      into a laboratory’s network, so that multiple computers can be used to prepare,
      compute, analyze and report all assay data, thereby increasing workflow.
      StatLIA®’s superior quality control process not only determines the accuracy of
      the test more reliably than the software currently available, but also pinpoints
      the specific cause of a problem in a bad test, dramatically reducing laboratory
      downtime and reagent costs.




*Competition*





Almost
      all immunoassay software is produced and sold by manufacturers bundled with
      their instruments. These programs are included to stimulate sales of their
      instruments and are not usually marketed as stand-alone products.
      Conventional laboratory software falls into two primary areas: laboratory
      management or instrumentation functionality. Laboratory management software
      handles billing, report generation and other administrative tasks. The software
      is not designed for complex technical computation. On the other hand, software
      for testing instruments operates as a dedicated system and is designed primarily
      to generate testing data. This software has limitations meeting the complete
      statistical analysis, data management, data utilization and record keeping
      demands of pharmaceutical, clinical or research labs, nor is it designed to
      exist in a cooperative environment with other testing instruments.





Prior
      to
      Brendan, we believe that no company has focused as extensively on the gap
      between instrument operational software and administrative LIM software. Brendan
      has worked with several industry-leading labs to develop StatLIA® and we believe
      that StatLIA® is a unique software product that surpasses any software currently
      available for this market.





To
      date,
      the majority of StatLIA® sales have been replacing existing OEM software on
      testing equipment. This software, bundled with the instruments, is Brendan’s
      current main competition. Existing equipment-specific software include Softmax,
      used for Molecular Device’s microplate readers and KC4 used for BioTek
      Instrument’s microplate readers. We believe instrument manufacturers are
      excellent prospects for distribution agreements to incorporate or bundle our
      software with their instruments.




**Intellectual
      Property**





We
      attempt to protect the proprietary aspects of our products with copyrights,
      trade secret law and internal nondisclosure safeguards. The source code for
      the
      software contained in our products is considered proprietary and we do not
      furnish source code to our customers. We have also entered into confidentiality
      agreements with our employees. Despite these restrictions, it may be possible
      for competitors or users to copy aspects of our products or to obtain
      information that we regard as a trade secret.





There
      is
      a rapid pace of technological change in the software industry, which in turn
      compels us to continually enhance and extend our product lines. We believe
      that
      patent, trade secret and copyright protection is less significant to our
      competitive position than factors such as the knowledge, ability and experience
      of our personnel, new product development, frequent product enhancements, name
      recognition and ongoing, reliable product maintenance and support.




6




**Employees**




Brendan
      currently has 12 full time employees and two part time consultants. Brendan
      has
      entered into employment agreements with certain of its employees.




**ITEM
      2.**  **DESCRIPTION
      OF PROPERTY.**




We
      conduct our corporate functions and manufacturing, product development, sales
      and marketing activities in Carlsbad, California. We rent 3,988 square feet
      of
      office space at 2236 Rutherford Road, Suite 107, Carlsbad, California 92008
      under a two-year lease ending May 31, 2008 for a monthly rent ranging from
      $4,825 for the first year increasing to $4,985 for the second year. The average
      monthly rent for the two-year period is $4,905. This space is adequate to meet
      our foreseeable future needs.




**ITEM
      3.     LEGAL PROCEEDINGS.**




None.




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




On
      July
      24, 2006, we provided an Information Statement to stockholders of record as
      of
      June 15, 2006 in which we provided information related to a change in the name
      of the corporation to Brendan Technologies, Inc. and the adoption of the 2006
      Equity Incentive Plan. The Information Statement is hereby incorporated by
      reference.




**PART
      II**




**ITEM
      5.     MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER
      MATTERS AND SMALL BUSINESS ISSUER PRUCHASES OF EQUITY
      SECURITIES.**




Our
      Common Stock is traded in the over-the-counter market and is quoted on the
      NASD
      OTC Bulletin Board system maintained by the National Association of Securities
      Dealers, Inc. Prices reported represent prices between dealers, do not include
      markups, markdowns or commissions and do not necessarily represent actual
      transactions. The market for our shares has been sporadic and at times very
      limited.





The
      following table sets forth the high and low closing price for the Common Stock
      for the fiscal years ended June 30, 2006 and 2005. Closing prices previous
      to
      the reverse merger date of December 29, 2005, are reflective of the closing
      prices for the predecessor corporation.




**Closing
                Price****High**
            
            **Low**Fiscal
                Year Ended June 30, 2006First
                Quarter
            
            $
            1.85
            
            $
            1.36Second
                Quarter
            
            $
            1.75
            
            $
            1.10Third
                Quarter
            
            $
            1.20
            
            $
            0.60Fourth
                Quarter
            
            $
            0.68
            
            $
            0.25Fiscal
                Year Ended June 30, 2005First
                Quarter
            
            $
            2.00
            
            $
            1.01Second
                Quarter
            
            $
            2.35
            
            $
            1.11Third
                Quarter
            
            $
            2.33
            
            $
            1.30Fourth
                Quarter
            
            $
            1.75
            
            $
            0.91










We
      had
      approximately 250 shareholders of record as of September 15, 2006. Because
      most
      of our common stock is held by brokers and other institutions on behalf of
      stockholders, we are unable to estimate the total number of beneficial owners
      represented by these record holders. We have never paid a cash dividend on
      our
      common stock and do not expect to pay one in the foreseeable
      future.





7




**Recent
      Sale of Unregistered Securities**





Information
      concerning the sales of unregistered securities during fiscal year 2006 have
      been previously provided on Current Reports on Form 8-K.




**ITEM
      6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION.**




**Overview**




The
      Company completed a reverse merger transaction on December 29, 2005 with Brendan
      Sub, a Michigan corporation formed in October 1997. Prior to the merger, Omni,
      through its wholly-owned subsidiary, Omni U.S.A., Inc., a Washington corporation
      ("Omni-Washington") and Omni-Washington's wholly-owned subsidiary, Omni
      Resources, Ltd., a Hong Kong company ("Omni Resources"), through its
      wholly-owned manufacturing facility, Shanghai Omni Gear Co., Ltd.("Shanghai
      Omni
      Gear"), designed, developed, manufactured and distributed power transmissions
      (also known as "gearboxes" or "enclosed gear drives") for use in agricultural,
      industrial, "off-highway" and construction equipment. Omni, through another
      wholly-owned subsidiary, Butler Products Corporation, designed, developed,
      manufactured and distributed trailer and implement jacks and couplers, which
      included light and heavy-duty jacks and couplers used in a variety of trailers.
      Immediately following the closing of the merger, the subsidiaries of Omni were
      sold to its founders and Brendan Sub became the only wholly owned subsidiary
      of
      Omni, the public company. The directors and management of Brendan Sub became
      the
      directors and management of Omni. For a more complete description of the reverse
      merger transaction and sale of the subsidiaries in which Omni received
      approximately $498,000 in gross proceeds, see our current report on Form 8-K,
      dated December 29, 2005 and filed with the SEC on January 5, 2006.





On
      September 15, 2006, we changed the name of our company from Omni U.S.A., a
      Nevada corporation, to Brendan Technologies, Inc., a Nevada corporation. Brendan
      Sub continues to be the only operating subsidiary of Brendan Technologies,
      Inc.





Brendan
      Sub was incorporated on October 31, 1997 in the state of Michigan. Brendan
      Sub
      develops and markets scientific computer software for applications in the
      pharmaceutical/biotechnical research, clinical diagnostic, environmental, and
      other life and physical science markets.





Since
      our
      business is that of Brendan Sub only, the management of Brendan Sub became
      the
      management of the Company and the former Brendan Sub stockholders and note
      holders received a majority of the total common stock of the Company in the
      reverse merger, the merger was accounted for as a recapitalization of Omni
      and
      the information in this Form 10-KSB is that of Brendan Sub.




**Critical
      Accounting Policies and Estimates**





The
      preparation of consolidated financial statements in accordance with accounting
      principles generally accepted in the United States requires us to make estimates
      and judgments that affect the reported amounts of assets, liabilities, revenues
      and expenses, and related disclosure of contingent assets and
      liabilities.





On
      an
      ongoing basis, we evaluate our estimates, including those related to our product
      returns, bad debts, intangible assets, long-lived assets and contingencies
      and
      litigation. We base our estimates on historical experience and on various other
      assumptions that are believed to be reasonable under the circumstances, the
      results of which form the basis for making judgments about the carrying values
      of assets and liabilities that are not readily apparent from other sources.
      Actual results may differ from these estimates under different assumptions
      or
      conditions.





We
      have
      identified two accounting policies that we believe are key to an understanding
      of our financial statements. These important accounting policies require
      management's most difficult, subjective judgments .





8




*1.
      Revenue Recognition*




The
      Company recognizes revenues related to software licenses and software
      maintenance in accordance with the American Institute of Certified Public
      Accountants (“AICPA”) Statements of Position (“SOP”) No. 97-2, “Software Revenue
      Recognition,” as amended by SOP No. 94-4 and SOP No. 98-9. We follow the
      guidance established by the SEC in Staff Accounting Bulletin No. 104, as well
      as
      generally accepted criteria for revenue recognition, which require that, before
      revenue is recorded, there is persuasive evidence of an arrangement, the fee
      is
      fixed or determinable, collection is reasonably assured, and delivery to our
      customer has occurred. In addition, our invoices may include multiple elements
      that identify vendor specific objective evidence of fair value for each of
      those
      elements. The Company recognizes revenue as follows:




Software-
      our software is sold with an indefinite license period, and as such, product
      revenue is recorded at the time of the customer’s acceptance (generally 30 days
      after shipment which allows for a 30 day return guarantee if the customer is
      not
      satisfied with the product), net of estimated allowances and returns.





Post-contract
      customer support- (“PCS”) obligations are generally for annual services and are
      recognized over the period of service. Revenues for which payment has been
      received are treated as deferred revenue until services are provided and
      revenues have been earned.





Training
      and service calls- recognized at the time training or service calls are
      provided.





Royalties-
      we recognize revenue from royalties only after the cash has been collected
      (typically 30 days after the end of the quarter on which the royalty payment
      is
      based.)





Licensing-
      we also derive license revenue from fees for the transfer of proven and reusable
      intellectual property components. Generally, these payments will include a
      nonrefundable technology license fee, which will be payable upon the transfer
      of
      intellectual property. License fees will be recognized upon the execution of
      the
      license agreement and transfer of intellectual property provided no further
      significant performance obligations exist and collectibility is deemed probable.





Customization
      revenue- fees related to software service contracts to aid customers in adapting
      such intellectual property to their particular instruments, which will be
      performed on a best efforts basis and for which we will receive periodic
      milestone payments, will be recognized as revenue over the estimated development
      period, using a cost-based percentage of completion method.





*2.
      Going Concern*




The
      financial statements have been prepared on a going concern basis. However,
      during the year ended June 30, 2006 and the transition six month period ended
      June 30, 2005, the Company incurred net losses of $845,393 and $164,772,
      respectively, and had an accumulated deficit of $6,241,709 and $5,396,316,
      at
      June 30, 2006 and 2005, respectively. In addition, the Company had a working
      capital deficit of $1,559,809 and is in default on $333,217 of debt and
      interest. The Company’s ability to continue as a going concern is dependent upon
      its ability to generate profitable operations in the future and/or to obtain
      the
      necessary financing to meet its obligations and repay its liabilities arising
      from normal business operations when they come due. The outcome of these matters
      cannot be predicted with any certainty at this time and as such raise
      substantial doubt as to the Company’s ability to continue as a going concern.
      Since inception, the Company has satisfied its capital needs through debt and
      equity financings and expects to fund the Company from these sources until
      profitability is achieved. There can be no assurance that funds will be
      available at terms favorable to the Company or that future profitability can
      be
      achieved.




**Results
      of Operations**




On
      December 29, 2005, the Company completed the acquisition of substantially all
      the assets of Brendan Sub pursuant to the Merger Agreement and completed the
      disposition of substantially all the assets of Omni-Washington and Butler
      pursuant to the Stock Purchase Agreement. As a result of these transactions
      and
      the issuance of common stock to the shareholders, noteholders and individuals
      who assisted in the merger, Brendan Sub, a now wholly-owned subsidiary of the
      Company, became the accounting acquirer and the transaction was accounted for
      as
      a reverse merger acquisition.




As
      a
      result of Brendan Sub being the accounting acquirer and the post acquisition
      financial statements being the historical statements of Brendan Sub, the fiscal
      year end of Brendan Sub was changed from December 31 to June 30. The Company’s
      transition period is the six months ended June 30, 2005.




9




*Year
      Ended June 30, 2006 Compared to the Six Months Ended June 30, 2005 (transition
      period)*




**Selected
      Financial Information**




Year
                Ended
              June
                30, 2006
            
            Six
                  Months Ended
                June
                  30, 2005
            
            Increase
                (Decrease)
            
            %Statements
                of OperationsRevenues
            
            $
            681,337
            
            $
            419,526
            
            $
            261,811
            
            
            62.4
            %Selling
                expenses
            
            
            103,190
            
            
            65,173
            
            
            38,017
            
            
            58.3
            %General
                and administrativeexpenses
            
            
            1,215,966
            
            
            352,614
            
            
            863,352
            
            
            244.8
            %Interest
              expense
            
            
            207,574
            
            
            166,511
            
            
            41,063
            
            
            -24.7
            %Total
                expenses
            
            
            1,526,730
            
            
            584,298
            
            
            942,432
            
            
            -161.3
            %Net
                (loss)
            
            $
            (845,393
            )
            $
            (164,772
            )
            $
            (680,621
            )
            
            413.1
            %Net
                (loss) per basic anddiluted
                share
            
            $
            (0.06
            )
            $
            (0.04
            )
            $
            (0.02
            )
            
            50.0
            %




Revenue




Revenue
      for the year ended June 30, 2006 increased $261,811, 62.4%, to $681,337 compared
      to $419,526 for the transition period ended June 30, 2005. The primary reason
      for the sales increase was the initial order for a segment of our upgraded
      version of the StatLIA software, version 4.0, which amounted to approximately
      $127,000 and the change in the accounting period which compared six months
      for
      the transition period ended June 30, 2005 to twelve months for the year ended
      June 30, 2006.




Selling
      Expenses




Selling
      expenses for the year ended June 30, 2006 increased $38,017, 58.3%, to $103,190
      compared to $65,173 for the transition period ended June 30, 2005. The increase
      reflects the change in the accounting period from six months for the transition
      period ended June 30, 2005 compared to twelve months for the year ended June
      30,
      2006.




Operating
      Expenses




Operating
      expenses increased by $863,352, a 244.8% increase, to $1,215,966 for the year
      ended June 30, 2006 from $352,614 for the transition period ended June 30,
      2005.
      The primary reasons for the increase were approximately $106,000 increase in
      consulting expenses associated with becoming a public company which included
      the
      retaining of a chief financial officer, $148,000 increase in legal and
      accounting expenses related to becoming a public company, and $275,000 related
      to an increase in personnel and infrastructure related to upgrading our StatLIA
      software to version 4.0. In addition, the above comparative amounts reflect
      the
      change in the accounting period from six months for the transition period ended
      June 30, 2005 compared to twelve months for the year ended June 30,
      2006.




Interest
      Expense




Interest
      expense increased by $41,063, a 24.7% increase, to $207,574 for the year ended
      June 30, 2006 from $166,511 for the transition period ended June 30, 2005.
      The
      primary reason for the increase was the change in the accounting period from
      six
      months for the transition period to twelve months for the year ended June 30,
      2006 offset by a reduction in interest expense as a result of the conversion
      of
      notes payable into common stock of Omni in December 2005.




10




**Capital
      Resources**




As
                of
            
            IncreaseJune
                30, 2006
            
            June
                30, 2005
            
            (Decrease)Working
                CapitalCurrent
                assets
            
            $
            205,920
            
            $
            104,967
            
            $
            100,953Current
              liabilities
            
            
            1,765,729
            
            
            4,326,255
            
            
            (2,560,526
            )Working
                capital deficit
            
            $
            (1,559,809
            )
            $
            (4,221,288
            )
            $
            2,661,479Long-term
                debt
            
            $
            117,650
            
            $
            9,836
            
            $
            107,814Stockholders'
                deficit
            
            $
            (1,596,529
            )
            $
            (4,210,955
            )
            $
            2,614,426




Year
                Ended
            
            Six
                Months Ended
            
            IncreaseJune
                30, 2006
            
            June
                30, 2005
            
            (Decrease)Statements
                of Cash Flows Select InformationNet
                cash provided (used) by:Operating
                activities
            
            $
            (637,191
            )
            $
            (13,854
            )
            $
            (623,337
            )Investing
                activities
            
            $
            (67,039
            )
            $
            (312
            )
            $
            (66,727
            )Financing
                activities
            
            $
            821,238
            
            $
            25,000
            
            $
            796,238




As
                of
            
            IncreaseJune
                30, 2006
            
            June
                30, 2005
            
            (Decrease)Balance
                Sheet Select InformationCash
                and cash equivalents
            
            $
            149,512
            
            $
            32,504
            
            $
            117,008Accounts
                receivable
            
            $
            56,107
            
            $
            71,751
            
            $
            (15,644
            )Accounts
                payable and accrued expenses
            
            $
            1,348,419
            
            $
            1,380,208
            
            $
            (31,789
            )




**Liquidity**




Brendan
      has historically financed its operations through debt and equity financings.
      At
      June 30, 2006, we had cash holdings of $149,512, an increase of $117,008
      compared to June 30, 2005. Our net working capital deficit at June 30, 2006,
      was
      $1,559,809 compared to $4,221,288 as of June 30, 2005. In June and July 2006,
      we
      issued 8% convertible debentures with attached common stock purchase warrants
      for $125,000 and $900,000, net of costs, respectively.





These
      financial statements have been prepared on a going concern basis. However,
      during the year ended June 30, 2006 and the transitional period ended June
      30,
      2005, the Company incurred net losses of $845,393 and $164,772, respectively,
      and had an accumulated deficit of $6,241,709 and $5,396,316, at June 30, 2006
      and 2005, respectively. The Company’s ability to continue as a going concern is
      dependent upon its ability to generate profitable operations in the future
      and/or to obtain the necessary financing to meet its obligations and repay
      its
      liabilities arising from normal business operations when they come due. The
      outcome of these matters cannot be predicted with any certainty at this time.
      Since inception, the Company has satisfied its capital needs through debt and
      equity financings.





On
      December 29, 2005, Omni, immediately following the reverse merger, sold its
      operating subsidiaries to their original founders for a note receivable of
      $770,000. The note was subsequently discounted to $498,000 of which $98,000
      was
      advanced to Brendan to cover a portion of the costs associated with the reverse
      merger and $398,498 was received in cash as of June 30, 2006. In addition,
      Brendan’s noteholders converted $2,654,198 of notes payable and accrued interest
      into 4,352,879 common shares of Omni. Brendan’s shareholders converted 4,754,709
      shares of common stock into 19,018,836 common shares of Omni. An additional
      900,000 shares of Omni’s common stock was issued to individuals who participated
      in the reverse merger. The cash proceeds from the sale of the note will be
      insufficient to meet the Company’s ongoing liquidity requirements. Therefore,
      the Company will need to seek additional financing to meet its liquidity
      requirements. In June and July 2006 we issued 8% convertible debentures with
      attached common stock purchase warrants for $125,000 and $900,000, net of costs,
      respectively.




11




Management
      plans to continue to provide for its capital needs during the twelve months
      ending June 30, 2007, by increasing sales through the continued development
      of
      its products and by debt and/or equity financings. These financial statements
      do
      not include any adjustments to the amounts and classification of assets and
      liabilities that may be necessary should the Company be unable to continue
      as a
      going concern.





**New
      Accounting Pronouncements**




In
        May
        2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
        ("SFAS 154") which replaces Accounting Principles Board Opinions No. 20
        "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim
        Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154 provides
        guidance on the accounting for and reporting of accounting changes and error
        corrections. It establishes retrospective application, or the latest practicable
        date, as the required method for reporting a change in accounting principle
        and
        the reporting of a correction of an error. SFAS 154 is effective for accounting
        changes and a correction of errors made in fiscal years beginning after December
        15, 2005 and is required to be adopted by the Company in the first quarter
        of
        fiscal 2007. The Company is currently evaluating the effect that the adoption
        of
        SFAS 154 will have on its consolidated results of operations and financial
        condition.


In
      December 2004, the FASB issued SFAS No. 123R, “Share Based Payment". This
      Statement is a revision of FASB Statement No. 123, “Accounting for Stock-Based
      Compensation”. This Statement supersedes APB Opinion No. 25, “Accounting for
      Stock Issued to Employees”, and its related implementation guidance. This
      Statement establishes standards for the accounting for transactions in which
      an
      entity exchanges its equity instruments for goods or services. It also addresses
      transactions in which an entity incurs liabilities in exchange for goods or
      services that are based on the fair value of the entity's equity instruments
      or
      that may be settled by the issuance of those equity instruments. This Statement
      focuses primarily on accounting for transactions in which an entity obtains
      employee services in share-based payment transactions. This Statement does
      not
      change the accounting guidance for share-based payment transactions with parties
      other than employees provided in Statement 123 as originally issued and EITF
      Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
      Than Employees for Acquiring, or in Conjunction with Selling, Goods or
      Services." This Statement does not address the accounting for employee share
      ownership plans, which are subject to AICPA Statement of Position 93-6,
“Employers’ Accounting for Employee Stock Ownership Plans”. The Company adopted
      this standard on January 1, 2006. The adoption of this standard did not have
      a
      material impact on our historical financial statements but could have a material
      impact on our financial statements issued after January 2006.




**Risk
      Factors**




You
      should consider the following discussion of risks as well as other information
      regarding our common stock. The risks and uncertainties described below are
      not
      the only ones. Additional risks and uncertainties not presently known to us
      or
      that we currently deem immaterial also may impair our business operations.
      If
      any of the following risks actually occur, our business could be harmed.





12




**We
      have a limited operating history** .




Brendan
      commenced operations in November, 1997 and has a limited operating history.
      The
      success of the Company will be dependent upon its ability to successfully
      exploit its unique proprietary technology. The Company’s success will depend in
      large part on its ability to deal with the problems, expenses, and delays
      frequently associated with developing and marketing its software technology.
      Losses are likely to continue before the Company’s operations will become
      profitable. There is no assurance that the Company’s operations will prove
      profitable.




**The
      market for our products is unproven and acceptance of the Company’s products is
      crucial.**




The
      market for the Company’s software and services has only recently begun to
      develop, is rapidly evolving and could be subject to an increasing number of
      competitive market entries. While the Company believes that its software
      products offer significant advantages for quality assurance, regulatory
      compliance and reliability in the clinical, pharmaceutical, environmental,
      and
      manufacturing industries, there can be no assurance that its products will
      become widely adopted for use in those industries.




Because
      a
      market for the Company’s products and services is new and evolving, it is
      difficult to predict the future growth rate, if any, and size of this market.
      There can be no assurance that the market for the Company’s products and
      services will develop or that its products and services will be used in the
      marketplace. If the market fails to develop, develops more slowly than expected,
      or becomes saturated with competitors, or if the Company’s products do not
      achieve market acceptance, the Company’s business, operating results and
      financial condition will be materially adversely affected.




**We
      depend on new products and development to generate
      revenues.**




Substantially
      all of the Company’s revenues have been derived, and substantially all of the
      Company’s future revenues are expected to be derived, from the license of the
      software and sale of its associated services, and the development and sale
      of
      future products. Accordingly, broad acceptance of the Company’s software
      products and services by customers is critical to the Company’s future success
      as is the Company’s ability to design, develop, test and support new software
      products and enhancements on a timely basis that meet changing customer needs
      and respond to technological developments in emerging industry standards. There
      can be no assurance that the Company will be successful in developing and
      marketing new software products and enhancements that meet changing customer
      needs and respond to such technological changes or evolving industry
      standards.




**Our
      success depends upon developing distribution channels.**




The
      Company’s distribution strategy is to develop multiple distribution channels.
      The Company has historically sold its products only through direct sales,
      Internet sales, and original equipment manufacturers (“OEMs”). The Company
      expects to increasingly utilize OEMs and independent sales representatives,
      and
      to pursue utilizing systems integrators, value added resellers (“VARs”), and
      software retailers. There can be no assurances that these distribution channels
      will be effective sales channels.




**Our
      success is dependent on our founders and other key
      personnel.**




The
      Company’s performance is substantially dependent upon the performance of its
      executive officers and key employees, particularly that of Dr. John R. Dunn,
      II.
      Dr. Dunn was responsible for creation of the Software and the scientific
      principles incorporated therein. As a result, Dr. Dunn is the single most
      knowledgeable person with regard to the Software. It would be difficult for
      the
      Company to find an adequate replacement for Dr. Dunn in the immediate
      future.




Given
      the
      Company’s early stage of development, the Company is further dependent upon its
      ability to retain and motivate high quality personnel, especially its management
      and highly skilled development teams. The Company does not have key person
      life
      insurance policies on any of its employees. The loss of the services of any
      of
      its executive officers or other key employees could have a materially adverse
      effect on the business, operating results or financial condition of the Company.
      The Company intends to purchase key man life insurance when management decides
      funds are available.




13




The
      Company’s future success also depends on its continuing ability to identify,
      hire, train, and retain other highly qualified technical and managerial
      personnel. Competition for such personnel is intense and there can be no
      assurance that the Company will be able to attract, hire or retain other highly
      qualified technical and managerial personnel in the future. The inability to
      attract and retain the necessary technical and managerial personnel could have
      a
      materially adverse effect upon the Company’s business operating results or
      financial condition.




**The
      Company’s success will depend, in part, on the continuing and growing interest
      in quality control and quality assurance regarding reliable laboratory and
      manufacturing testing results among the markets targeted by the Company’s
      products.**




An
      additional factor which the Company believes will be critical to the acceptance
      of its products is a continuing need in its targeted markets for more powerful
      solutions for instrument connectivity, networking, and data
      management.




No
      governmental or regulatory agency must approve the production or sale of any
      of
      the Company’s products at this time. However the Company intends to voluntarily
      pursue the acknowledgment and approval of certain federal agencies to gain
      further awareness and acceptance for its new statistical methodologies. There
      can be no assurance that the interest in quality control and quality assurance
      will continue among the testing industry, general public or governmental and
      regulatory agencies.




**We
      compete with companies that have substantially greater
      resources.**




Management
      of the Company believes that over 90% of the Company’s current competitors are
      instrument manufacturers. These manufacturers primarily develop and market
      their
      software programs to be used with only their instruments and not as stand-alone
      programs (which could be used with competing manufacturers’ instruments or even
      earlier models of their own instruments). The level of interoperability of
      such
      software with the instruments sold by their competitors or with laboratory
      computer systems is minimal or nonexistent. This market is splintered into
      many
      fragments and no one or few of these instrument manufacturers hold a commanding
      percentage of market share. To the Company’s knowledge, no commercial product
      available in the world today offers the quality control and quality assurance
      capabilities or many of the advanced computational features found in StatLIA.
      However, the Company believes that at some point in the future, many of its
      competitors will use quality assurance methodologies similar to, or as effective
      as, those incorporated in StatLIA. Some of these competitors may be of greater
      size and have greater financial resources than the Company. The Company believes
      that most instrument manufacturers currently marketing immunoassay software
      will
      remain focused on instrumentation and not develop software as complex as StatLIA
      for the limited market share held by any one of these manufacturers. The Company
      believes that most of its future competition will be from software companies
      but
      the Company can give no assurances. Because the Company’s products are either
      newly-developed or in the process of being developed, no guarantees can be
      given
      as to how commercially viable such new products will be in the
      marketplace.




The
      Company intends to interface StatLIA with all immunoassay testing instruments
      which are capable of exporting unprocessed raw data. Although the Company has
      been able to receive, decode and process data from all instruments attempted
      to
      date, there can be no assurance that the Company will be able to collect data
      from all immunoassay instruments manufactured.




Although
      device manufacturers are currently the largest competitors, the company believes
      that OEM’s will soon serve as ideal partners as equipment makers seek to remove
      themselves from software development and partner with more powerful programs.
      OEM’s will be a primary sales channel focus of the Company.




The
      Company believes that the statistical quality control and quality assurance
      principles and the connectivity and data management methodologies incorporated
      in StatLIA can be applied in new products for other disciplines and
      technologies. The Company has outlined other programs in addition to StatLIA
      to
      be developed in the next three years for application in testing laboratories
      and
      manufacturing. However, the statistical quality control and quality assurance
      principles and methodology have been tested only in the immunoassay field for
      which StatLIA was designed, and to a lesser extent, in steel tensile testing
      and
      chromatography. There can be no assurances that the Company will be able to
      successfully develop and market all of the Company’s intended
      products.




14




**The
      Company’s success and ability to compete is dependent in part upon its
      proprietary technology.**




While
      the
      Company relies on trademark, trade secret and copyright law to protect its
      technology, the Company believes that factors such as the technological and
      creative skills of its personnel, new product developments, frequent product
      enhancements, name recognition and reliable product maintenance are more
      essential to establishing and maintaining a technology leadership position.
      The
      Company does not presently have any patents or patent applications pending.
      There can be no assurance that others will not develop technologies that are
      similar or superior to the Company’s technology. The source code for the
      Company’s proprietary software is protected both as a trade secret and as a
      copyrighted work. The Company generally enters into confidentiality or license
      agreements with its employees, consultants and vendors, and generally controls
      further access to and distribution of its software, documentation and other
      proprietary information. Despite these precautions, it may be possible for
      a
      third party to copy or otherwise obtain and use the Company’s products or
      technology without authorization, or to develop similar technology
      independently. Despite the Company’s efforts to protect its proprietary rights,
      unauthorized parties may attempt to copy aspects of the Company’s products or to
      obtain and use information that the Company regards as proprietary. Policing
      unauthorized use of the Company’s products is difficult. There can be no
      assurance that the steps taken by the Company will prevent misappropriation
      of
      its technology or that such agreements will be enforceable.




**The
      Company has worker’s compensation and general liability insurance but does not
      have professional liability insurance at this time.**




The
      Company does intend to purchase such insurance when funds become available
      if
      management concludes that the benefit of having such a policy outweighs its
      cost. Any professional liability claims made prior to acquiring such insurance
      or for amounts exceeding the coverage after the insurance is purchased, could
      have an adverse material effect on the Company. In addition, the Company will
      purchase a key man life insurance policy naming Dr. John Dunn II as the insured
      and the Company as the beneficiary if management concludes that the benefit
      of
      having such a policy outweighs its cost. The Company further intends to purchase
      director and officer liability insurance when management decides that funds
      are
      available in order to attract additional directors and officers.




**We
      are subject to the risks and uncertainties inherent in new
      businesses.**




We
      are
      subject to the risks and uncertainties inherent in new businesses, including
      the
      following:





·  We
      may
      not be able to raise enough money to develop our services and bring them to
      market;





·  Our
      projected capital needs may be inaccurate, and we may not have enough money
      to
      develop our services and bring them to market;





·  We
      may
      experience unanticipated development or marketing expenses, which may make
      it
      more difficult to develop our services and bring them to market;





·  Even
      if
      we are able to develop our services and bring them to market, we may not earn
      enough revenues from the sales of our services to cover the costs of operating
      our business.





·  If
      we are
      unsuccessful in our development efforts, we are not likely to ever become
      profitable.




**We
      have never paid cash dividends on our Common Stock, and do not anticipate that
      we will pay cash dividends in the foreseeable future.**




The
      payment of dividends by the Company will depend on its earnings, financial
      condition and such other factors as the Board of Directors of the Company may
      consider relevant. The Company currently plans to retain any earnings to provide
      for the development and growth of the Company.




15




**We
      will need additional financing.**




The
      Company’s ability to continue as a going concern is dependent upon its ability
      to generate profitable operations in the future and/or to obtain the necessary
      financing to meet its obligations and repay its liabilities arising from normal
      business operations when they come due. The outcome of these matters cannot
      be
      predicted with any certainty at this time. Since inception, the Company has
      satisfied its capital needs through debt and equity financings. The Company
      will
      need to seek additional financing to meet its liquidity requirements. There
      is
      no assurance that financings can be obtained in amounts and at terms acceptable
      to the Company.




**We
      may be effected by changes in Securities Laws and
      Regulations**





We
      have
      made, and will need to continue to make, changes in our corporate governance
      and
      securities disclosure and compliance practices as a result of the Sarbanes-Oxley
      Act of 2002. The SEC and the NASD have enacted, and we expect will continue
      to
      enact, new rules on a variety of subjects as a result of the Sarbanes-Oxley
      Act
      of 2002. While we believe that we can ultimately comply with the new legislated
      requirements associated with being a public company, compliance with the
      Sarbanes-Oxley Act of 2002 will increase our costs and may present new
      challenges and risks. These developments could also possibly make it more
      difficult and more expensive to obtain director and officer liability insurance.
      We may be required to accept reduced coverage or incur substantially higher
      costs to obtain coverage for our officers and directors, which may make it
      more
      difficult for us to attract and retain qualified board members or executive
      officers. We are currently evaluating and monitoring regulatory developments
      and
      cannot estimate the timing or magnitude of additional costs that may be incurred
      as a result of the Sarbanes-Oxley Act of 2002.





**Shares
      of our common stock which are eligible for sale by our stockholders
      may decrease the price of our common stock.**





We
      have
      25,498,794 common shares outstanding, of which only 1,227,079 are freely
      tradeable or saleable under Rule 144. Of the balance of the outstanding common
      shares, 8,454,479 will be saleable under Rule 144 as of December 29, 2006 and
      the remaining 15,817,236 will be saleable under Rule 144 as of December 29,
      2007
      unless a portion or all of the shares are included in a registration statements
      previous to those two dates. We also may have up to 11,443,001 additional shares
      which could be outstanding following conversions of debentures, exercise of
      warrants and exercise of stock options. If our stockholders sell substantial
      amounts of our common stock, the market price of our common stock could
      decrease.





**There
      is a limited but potentially volatile trading market in our common stock, which
      may adversely affect our stock price.**





Our
      common stock trades on the Electronic Bulletin Board. The Bulletin Board tends
      to be highly illiquid, in part because there is no national quotation system
      by
      which potential investors can track the market price of shares except through
      information received or generated by a limited number of broker-dealers that
      make a market in particular stocks. There is a greater chance of market
      volatility for securities that trade on the Bulletin Board as opposed to a
      national exchange or quotation system. This volatility may be caused by a
      variety of factors, including:




·
            The
                lack of readily available price quotations;





·
            The
                absence of consistent administrative supervision of “bid” and “ask”
                quotations;





·
            Lower
                trading volume; and





·
            Market
                conditions.





There
      could be wide fluctuations in the market price of our common stock. These
      fluctuations may have an extremely negative effect on the market price of our
      securities.





16




**Because
      our common stock is classified as “penny stock,” trading in it could be limited,
      and our stock price could decline.**





Our
      common stock falls under the definition of “penny stock” because our net
      tangible assets are below $2,000,000. As a result, trading in our common stock
      is limited because broker-dealers are required to provide their customers with
      disclosure documents prior to allowing them to participate in transactions
      involving our common stock. These disclosure requirements are burdensome to
      broker-dealers and may discourage them from allowing their customers to
      participate in transactions involving our common stock.





“Penny
      stocks” are equity securities with a market price below $5.00 per share, other
      than a security that is registered on a national exchange or included for
      quotation on the Nasdaq system, unless the issuer has net tangible assets of
      more than $2,000,000 and has been in continuous operation for greater than
      three
      years. Issuers who have been in operation for less than three years must
      have net tangible assets of at least $5,000,000.





Rules promulgated
      by the Securities and Exchange Commission under Section 15(g) of the
      Exchange Act require broker-dealers engaging in transactions in penny stocks,
      to
      first provide to their customers a series of disclosures and documents,
      including:





·
            A
                standardized risk disclosure document identifying the risks inherent
                in
                investment in penny stocks;





·
            All
                compensation received by the broker-dealer in connection with the
                transaction;





·
            Current
                quotation prices and other relevant market data; and





·
            Monthly
                account statements reflecting the fair market value of the securities.
                In
                addition, these rules require that a broker-dealer obtain financial
                and
                other information from a customer, determine that transactions in
                penny
                stocks are suitable for such customer and deliver a written statement
                to
                such customer setting forth the basis for this determination.




**ITEM
      7.     FINANCIAL STATEMENTS.**




The
      financial statements required by this item begin on page F-1 with the index
      to
      consolidated financial statements.




**ITEM
      8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND**  **FINANCIAL
      DISCLOSURE.**




On
      December 29, 2005, Omni completed the acquisition of substantially all the
      assets of Brendan Sub pursuant to the Merger Agreement and completed the
      disposition of substantially all the assets of Omni-Washington and Butler
      pursuant to the Stock Purchase Agreement. On December 29, 2005, Omni provided
      notice to Harper & Pearson Company (“ **Harper
      & Pearson** ”)
      that
      they would no longer be retained as Omni’s independent registered accounting
      firm. Harper & Pearson’s reports on the consolidated financial statements of
      Omni and its subsidiaries for the two most recent fiscal years ended June 30,
      2005, did not contain any adverse opinion or disclaimer of opinion, nor were
      they qualified or modified as to uncertainty, audit scope, or accounting
      principles.




On
      December 29, 2005, the Board of Directors of Omni elected to engage Farber
      Hass
      Hurley McEwen LLP (“ **FHHM** ”)
      to
      serve as Omni’s independent registered accounting firm.




On
      December 29, 2005, Omni was informed that it had been accepted as a client
      of
      FHHM.




During
      the Company's two most recent fiscal years ended June 30, 2005 and the
      subsequent interim period through December 29, 2005, there were no disagreements
      between Omni and Harper & Pearson on any matter of accounting principles or
      practices, financial statement disclosure, or auditing scope or procedure,
      which
      disagreements, if not resolved to Harper & Pearson's satisfaction, would
      have caused them to make reference to the subject matter of the disagreement
      in
      their reports on the financial statements for such years.




17




Omni
      has
      authorized Harper & Pearson to respond fully to the inquiries of FHHM
      concerning the subject matter of the reportable event and has provided Harper
      & Pearson with a copy of the foregoing disclosures. Attached as Exhibit 99.3
      to our Current Report on Form 8-K filed on January 5, 2006 is a copy of Harper
      & Pearson's letter, dated January 4, 2006, stating its agreement with the
      statements related to it.




During
      Omni's two most recent fiscal years ended June 30, 2005, and the subsequent
      interim period through December 29, 2005, Omni did not consult FHHM with respect
      to the application of accounting principles to a specific transaction, either
      completed or contemplated, or the type of audit opinion that might be rendered
      on Omni’s consolidated financial statements, or any other matters of reportable
      events as set forth in Items 304(a)(2)(i) and (ii) of Regulation
      S-B.




**ITEM
      8A.     CONTROLS AND PROCEDURES.**




**Evaluation
      of Disclosure Controls and Procedures**




As
      a
      result of the enactment of the Sarbanes-Oxley Act of 2002, issuers such as
      Brendan that file periodic reports under the Securities Exchange Act of 1934
      (the “Act”) are required to include in those reports certain information
      concerning the issuer’s controls and procedures for complying with the
      disclosure requirements of the federal securities laws pursuant to Exchange
      Act
      Rules 13a-15(b) and 15d-15(b). These disclosure controls and procedures
      include, without limitation, controls and procedures designed to ensure that
      information required to be disclosed by an issuer in the reports it files or
      submits under the Act, is communicated to the issuer’s management, including its
      principal executive officer and principal financial officer, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      required disclosure. A control system can provide only reasonable, not absolute,
      assurance that the objectives of the control system are met.




Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of the design and operation of our disclosure controls and
      procedures, as such term is defined under Rules 13a-14(c) and 15d-14(c)
      promulgated under the Act, within 90 days prior to the filing date of this
      report. Based on that evaluation, our principal executive officer and our
      principal financial officer concluded that the design and operation of our
      disclosure controls and procedures were effective in timely alerting them to
      material information required to be included in the Company's periodic reports
      filed with the SEC under the Act. The design of any system of controls is based
      in part upon certain assumptions about the likelihood of future events, and
      there can be no assurance that any design will succeed in achieving its stated
      goals under all potential future conditions, regardless of how remote.





**Change
      in Internal Controls.**





There
      have been no significant changes made in the internal controls and there were
      no
      other factors that could significantly affect our internal controls during
      the
      fourth quarter of the fiscal year covered by this report.




**ITEM
      8B.**  **OTHER
      INFORMATION.**




None.





18




**PART
      III**




**ITEM
      9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
      CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.**




The
      following table and biographical summaries set forth information, including
      principal occupations and business experience, about our directors and the
      executive officer at June 30, 2006:





**Directors
      and Executive Officers**





Our
      directors and executive officers are as follows:





**Name**
            
            **Age**
            
            **Position**John
                R. Dunn II
            
            55
            
            Chairman,
                Chief Executive Officer, President, and DirectorGeorge
                Dunn
            
            49
            
            Secretary,
                Chief Operating OfficerLowell
                W. Giffhorn
            
            59
            
            Chief
                Financial Officer and DirectorTheo
                Vermaelen
            
            52
            
            DirectorStephen
                Eisold
            
            59
            
            DirectorJason
                Booth
            
            40
            
            Director




The
      business experience of each of our executive officers and directors is set
      forth
      below.




John
      R.
      Dunn II is the founder of Brendan and has served as the Chairman, Chief
      Executive Officer, President and Director of Brendan since 1997. Dr. Dunn has
      had extensive experience in hospital and clinical laboratories, including
      bio-science laboratories. He has set up and run a reference laboratory
      specializing in immunoassays and been a consultant in immunoassay development
      and statistics for several clinical and hospital laboratories. Dr. Dunn obtained
      a Ph.D. in Biology from Wayne State University, Detroit, MI, in 1987 and he
      obtained a B.S. in Biology from Wayne State University in 1974.




George
      Dunn has served as the Secretary and Chief Operating Officer of Brendan since
      1997. Mr. Dunn has extensive experience in marketing and sales and the
      implementation of strategic plans, market segment analysis, promotions, sales
      and sales support development. Mr. Dunn received his B.A. in Communication
      Arts
      from Michigan State University in 1981.




Lowell
      W.
      Giffhorn has served as our Chief Financial Officer since October 2005. Since
      July 2005, Mr. Giffhorn also serves as the Chief Financial Officer of
      Imagenetix, Inc., a publicly held nutritional supplement company. Mr. Giffhorn
      was the Chief Financial Officer of Patriot Scientific Corp., a publicly held
      semiconductor and intellectual property company, from May 1997 to June 2005
      and
      was a member of its Board of Directors from August 1999 to April 2006. From
      June
      1992 to August 1996 and from September 1987 to June 1990 he was the CFO of
      Sym-Tek Systems, Inc. and Vice President of Finance for its successor, Sym-Tek
      Inc., a supplier of capital equipment to the semiconductor industry. Mr.
      Giffhorn obtained a M.B.A. degree from National University in 1975 and he
      obtained a B.S. in Accountancy from the University of Illinois in 1969. Mr.
      Giffhorn is also a director and chairman of the audit committee of DND
      Technologies, Inc., a publicly held company. Mr. Giffhorn devotes approximately
      50% of his time to our affairs.




Theo
      Vermaelen has served as a Director since December 2005. Since 2001, Dr.
      Vermaelen has been the Schroders Chaired Professor of International Finance
      and
      Asset Management at INSEAD, a business school with campuses in Fontainebleau,
      France and Singapore. From 1998 to 2003, Dr. Vermaelen was portfolio manager
      of
      the KBC equity buyback fund. Dr. Vermaelen has taught at the University of
      British Columbia, the Catholic University of Leuven, London Business School,
      UCLA, the University of Chicago, and Maastricht University. He is the co-editor
      of the Journal of Empirical Finance. He is also a consultant to various
      corporations and government agencies and Program Director of the Amsterdam
      Institute of Finance, a training institute for investment bankers and other
      financial professionals. Dr. Vermaelen obtained his M.B.A. in 1976 and Ph.D.
      in
      Finance in 1980 from the Graduate School of Business, University of Chicago.




19




Stephen
      C. Eisold has served as a Director since December 2005. From February 2001
      to
      November 2005, Mr. Eisold was the Chief Executive Officer of Brendan. From
      1998
      to 2001, Mr. Eisold was the Chief Executive Officer at Axiom Biotechnologies,
      Inc. From 1996 to 1998, Mr. Eisold was the Executive Vice President and Chief
      Operating Officer at Cypros Pharmaceutical. Previously Mr. Eisold was the
      General Manager of North America Pharmaceuticals for Gensia and before which
      he
      held various marketing and business development positions with Marion
      Laboratories. Mr. Eisold obtained a M.B.A. degree from Rockhurst College, Kansas
      City, MO, in 1981 and a B.S. in Biology from Springfield College, Springfield,
      MA, in 1968.




Jason
      Booth has served as a Director since August 2006. Since 1999, Mr. Booth has
      been
      the owner of Booth Publications, Inc., which focuses on sales and marketing
      campaigns primarily for the pharmaceutical industry. For the five years previous
      to that, Mr. Booth provided executive recruiting and retention consulting
      services for large and small company human resource departments as an Account
      Manager for Pro Staff Personnel Services. Mr. Booth is also on the board of
      directors of the Potawatomi Business Development Corporation, who in July 2006,
      purchased from us a $1 million 8% convertible debenture with attached common
      stock purchase warrants. He is also a tribal member of the Turtle Mountain
      Band
      of Chippewa Indians. Mr. Booth obtained a B.S. in English from the University
      of
      Minnesota in 1989.




John
      R.
      Dunn II and George Dunn are brothers.




**Committees
      of the Board of Directors**




Our
      Board
      has a standing Audit Committee. The entire Board serves as the Compensation
      Committee.




***Audit
      Committee.*** **** The
      Audit
      Committee is responsible for: (1) selection and oversight of our independent
      accountant; (2) establishing procedures for the receipt, retention and treatment
      of complaints regarding accounting, internal controls and auditing matters;
      (3)
      establishing procedures for the confidential, anonymous submission of concerns
      regarding accounting and auditing matters; (4) engaging outside advisors; and,
      (5) funding for the outside auditors and any outside advisors engagement by
      the
      audit committee. The Audit Committee, which met two times during 2006, is
      composed of one employee director and one other director, who was determined
      by
      the Board to be an independent director. During 2006, the Audit Committee
      consisted of Mr. Vermaelen (Chairman) and Mr. Giffhorn.




The
      Board
      of Directors has determined that Mr. Vermaelen is an audit committee
      financial expert as defined in Item 401 of Regulation S-B promulgated by the
      Securities and Exchange Commission. The Board's conclusions regarding the
      qualifications of Mr. Vermaelen as an audit committee financial expert were
      based on his experience at financial and educational institutions and his
      doctoral degree in finance.




**Code
      of Ethics**




Brendan
      has set forth its policy on ethical behavior in a document called "Code of
      Business Conduct and Ethics." This policy applies to the members of our Board
      of
      Directors and all employees, including (but not limited to) our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller and persons performing similar functions. This policy comprises
      written standards that are reasonably designed to deter wrongdoing and to
      promote the behavior described in Item 406 of Regulation S-B promulgated by
      the Securities and Exchange Commission. No waivers of the Code were granted
      in
      2006.





20




**Compliance
      with Section 16(a) of the Securities Exchange Act**




Section
      16(a) of the Exchange Act requires our directors, executive officers and persons
      who beneficially own 10% or more of a class of securities registered under
      Section 12 of the Exchange Act to file reports of beneficial ownership and
      changes in beneficial ownership with the SEC. Directors, executive


officers
      and greater than 10% shareholders are required by the rules and regulations
      of
      the Commission to furnish us with copies of all reports filed by them in
      compliance with Section 16(a).





Based
      solely on our review of copies of the reports we received from persons required
      to make such filings and our own records, we believe that from the period
      December 29, 2005 through September 15, 2006, Mr. Eisold and Mr. Booth,
      directors of the Company, each failed to file timely Form 3s with the SEC to
      report initial beneficial ownership.




**ITEM
      10.**  **EXECUTIVE
      COMPENSATION.**




There
      is
      shown below information concerning the compensation of our chief executive
      officer and the most highly compensated executive officers whose salaries and
      bonus exceeded $100,000 (each a “Named Officer”) for the fiscal years ended June
      30, 2006, 2005, and 2004. The information provided for the periods prior to
      the
      reverse merger is for employment with Brendan Sub.




**SUMMARY
      COMPENSATION TABLE**




Annual
                Cash Compensation
            
            Long-Term
                CompensationName
                and
            
            Fiscal
            
            
            
            
            
            
            
            All
                OtherPrincipal
                Position
            
            Year
            
            Salary
            
            Bonus
            
            (#
                of Shares)
            
            CompensationJohn
                Dunn
            
            
            2006
            
            $
            108,000
            
            
            Nil
            
            
            100,000
            
            
            NonePresident
                and CEO
            
            
            2005
            
            $
            108,000
            
            
            Nil
            
            
            None
            
            
            None2004
            
            $
            108,000
            
            
            Nil
            
            
            None
            
            
            NoneGeorge
                Dunn
            
            
            2006
            
            $
            102,000
            
            
            Nil
            
            
            60,000
            
            
            NoneVP
                and COO






21




**Aggregated
        Option Exercise and Fiscal Year-End Option Values**
 
 There
        were no exercises of stock options for the fiscal year ended June 30, 2006
        by
        any of the Named Officers. Shown below is information on fiscal year-end
        values
        under the Company's Stock Option Plan to the officers reflected in the Summary
        Compensation Table shown above.




Number
                of Unexercised
            
            Value
                of UnexercisedShares
            
            
            
            Options
                Held At
            
            In-The-Money
                Options AtAcquired
                on
            
            Value
            
            June
                30, 2006
            
            June
                30, 2006Name
            
            Exercise
                (#)
            
            Realized
            
            Exercisable
            
            Unexercisable
            
            Exercisable
            
            UnexercisableJohn
                R. Dunn II
            
            
            -
            
            
            -
            
            
            70,000
            
            
            30,000
            
            $
            -
            
            $
            -George
                Dunn
            
            
            -
            
            
            -
            
            
            830,000
            
            
            30,000
            
            $
            148,000
            
            $
            -





The
      fair
      market value of the unexercised in-the-money options at June 30, 2006 was
      determined by subtracting the option exercise price from the last sale price
      as
      reported on the over the counter bulletin board on June 30, 2006, $0.26. The
      Company has not awarded stock appreciation rights to any of its employees.
      The
      Company has no long-term incentive plans.




**Compensation
      of Directors**





We
      reimburse our directors for any travel related expenses incurred in performing
      their duties as directors. In addition, we granted stock options to each of
      Messrs. Dunn, Giffhorn, Vermaelen, and Eisold in the amount of 100,000 shares.
      Subsequent to June 30, 2006, we granted a stock option to Mr. Booth for 50,000
      shares.





**Employment
      Contracts**





In
      November 2004, we entered into an employment agreement with our Chairman,
      President and Chief Executive Officer, Dr. John Dunn II, which expires on
      November 1, 2011. The employment agreement provides for an annual salary of
      $108,000. The agreement also provides that we may terminate the agreement with
      30 days written notice if termination is without cause. Our obligation would
      be
      to pay Dr. Dunn monthly payments equal to his base salary for 24 months. In
      addition, all of Dr. Dunn’s options would immediately vest. The agreement also
      provides that Dr. Dunn can terminate employment if we merge with or consolidate
      with another entity, or we are subject in any way to a transfer of a substantial
      amount of our assets, resulting in the assets, business or operations of ours
      being controlled by an entity or individual other than Brendan.




In
      November 2004, we entered into an employment agreement with our Vice President
      of Marketing and Chief Operating Officer, George Dunn, which expires on November
      1, 2011. The employment agreement provides for an annual salary of $96,000.
      The
      annual salary was increased to $108,000 as of January 1, 2006. The agreement
      also provides that we may terminate the agreement with 30 days written notice
      if
      termination is without cause. Our obligation would be to pay Mr. Dunn monthly
      payments equal to his base salary for 24 months. In addition, all of Mr. Dunn’s
      options would immediately vest. The agreement also provides that Mr. Dunn can
      terminate employment if we merge with or consolidate with another entity, or
      we
      are subject in any way to a transfer of a substantial amount of our assets,
      resulting in the assets, business or operations of ours being controlled by
      an
      entity or individual other than Brendan.




22




**ITEM
      11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
      AND MANAGEMENT AND  RELATED STOCKHOLDER MATTERS.**





The
      following table sets forth certain information concerning our common stock
      ownership as of September 30, 2006, by (1) each person who is known by us to
      be
      the beneficial owner of more than five percent of our common stock; (2) each
      of
      our executive officers and directors; and (3) all of our directors and executive
      officers as a group. The address of each such stockholder is in care of us
      at
      2236 Rutherford Road, Suite 107, Carlsbad, California 92008.





Shares
                of Common
            
            PercentageStock
                Beneficially
            
            of
                OutstandingName
            
            Postion
                with the Company
            
            Owned
                (1) (2)
            
            SharesExecutive
                Officers andDirectorsJohn
                R. Dunn II (3)
            
            
            Chairman
                of the Board,
            
            
            4,950,000
            
            
            19.4
            %Chief
                Executive Officer,Chief
                Technical Officer andDirectorGeorge
                Dunn (4)
            
            
            Vice
                President, Secretary
            
            
            2,246,000
            
            
            8.5
            %and
                Chief Operating OfficerLowell
                W. Giffhorn (5)
            
            
            Vice
                President, Chief
            
            
            370,000
            
            
            1.4
            %Financial
                Officer and DirectorTheo
                Vermaelen (6)
            
            
            Director
            
            
            844,359
            
            
            3.3
            %Steven
                Eisold (7)
            
            
            Director
            
            
            669,494
            
            
            2.6
            %Jason
                Booth (8)
            
            
            Director
            
            
            25,000
            
            
            *All
                Exective Officers and
            
            
            
            
            
            9,104,853
            
            
            35.3
            %Directors
                as a Group(6
                persons) (9)Greater
                than 5% OwnersPotawatomi
                Business
            
            
            
            
            
            6,000,000
            
            
            Note
                10Development
                Corp.Robert
                Tabor
            
            
            
            
            
            4,730,589
            
            
            18.6
            %Robert
                Kirk (11)
            
            
            
            
            
            1,849,658
            
            
            7.3
            %Massoud
                Kharrazian
            
            
            
            
            
            1,487,136
            
            
            5.8
            %


*
        Less
        than 1%





(1)
            Reflects
                amounts as to which the beneficial owner has sole voting power and
                sole
                investment power.


(2)
              Includes
                  stock options and common stock purchase warrants exercisable within
                  60
                  days from the date hereof.






(3)
            Comprised
                of 4,880,000 shares and 70,000 stock options.






(4)
            Comprised
                of 1,416,000 shares and 830,000 stock options.


(5)
              Comprised
                  of 70,000 stock options, 200,000 common stock purchase warrants
                  and
                  100,000 shares issuable on the conversion of a debenture.




(6)
            Comprised
                of 654,359 shares, 70,000 stock options, 80,000 common stock purchase
                warrants and 40,000 shares issuable on the conversion of a debenture.






(7)
            Comprised
                of 599,494 shares and 70,000 stock
                options.






(8)
            Comprised
                of 25,000 stock options.


(9)
              Comprised
                  of 7,549,853 shares, 1,1355,000 stock options, 280,000 common stock
                  purchase warrants and140,000
                  shares issuable on the conversion of a debenture.





23




10)
            The
                shares issuable to Potawatomi Business Development Corp. (PBDC) on
                the
                conversion of debentures or the exercise of warrants would not be
                deemed
                beneficially owned (due to exercise restrictions within the debentures
                and
                warrants) within the meaning of Sections 13(d) and 13(g) of the Exchange
                Act to the extent that their acquisition in a debenture conversion
                or a
                warrant exercise by PBDC would cause PBDC to own in excess of 4.99%
                of our
                outstanding common stock immediately following such conversion or
                exercise. By the terms of the debentures and warrants, the 4.99%
                limitation may be increased to a maximum of 9.99% if the Company
                accepts a
                tender offer and a change in control takes place. Therefore, it is
                expected that PBDC will not beneficially own more than 9.99% of our
                outstanding common stock at any time. Carol Leese has ultimate voting
                and/or investment control over the securities owned by
                PBDC.





11)
            Comprised
                of 56,458 shares issued as a result of a private placement by Mr.
                Kirk and
                1,793,200 shares related to an agreement in 1999 in which an investment
                banking firm, of which Mr. Kirk was a principal, was obligated to
                use its
                best efforts to secure private placement financings and underwrite
                an
                initial public offering for the Company. Although outstanding on
                the
                records of the Company, Mr. Kirk is not entitled to the 1,793,200
                shares
                and the Company has not issued, and does not presently intend to
                issue,
                these shares to Mr. Kirk.




**Equity
      Compensation Plan Information**


**Plan
                  Category**
              
              **Number
                  of securities**
                **to
                  be issued upon**
                **exercise
                  of**
                **outstanding
                  options,**
                **warrants
                  and rights**
                **(a)**
              
              **Weighted
                  average**
                **exercise
                  price of**
                **outstanding
                  options,**
                **warrants
                  and rights**
                **(b)**
              
              **Number
                  of securities**
                **remaining
                  available**
                **for
                  issuance under**
                **equity
                  compensaton**
                **plans
                  (excluding**
                **securities
                  reflected in**
                **column
                  (a))**
                **(c)**Equity
                  compensation plans approved by security holders
              
              
              4,622,334
              
              $
              0.55
              
              
              2,877,666Equity
                  compensation plans not approved by security holders
              
              
              720,667
              
              $
              2.00
              
              
              -Total
              
              
              5,343,001
              
              $
              0.75
              
              
              2,877,666




Common
      shares issuable on the exercise of common stock warrants have not been approved
      by the security holders and, accordingly, have been segregated in the above
      table.




**ITEM
      12.     CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS.**




In
      June
      2006 we entered into 8% Convertible Debentures with attached common stock
      purchase warrants with Mr. Giffhorn, an executive officer and director, and
      Mr.
      Vermaelen, a director, aggregating $70,000. The Convertible Debentures mature
      in
      two years and the common stock purchase warrants are exercisable from 1 to
      5
      years with exercise prices ranging form $0.60 to $1.00.





We
      believe that the above transactions were fair, reasonable and upon terms at
      least as favorable to us as those we might have obtained from unaffiliated
      third
      parties




24




**ITEM
      13.****EXHIBITS.**




(a)  The
      following documents are filed as a part of this Report:





1.  Financial
      Statements. The following consolidated financial statements and Report of Independent
      Registered Certified Public Accounting Firm is included in Part II of this
      Report:




Report
      of
      Farber Hass Hurley & McEwen LLP, Independent Registered Public Accounting
      Firm





Consolidated
      Balance Sheets- As of June 30, 2006 and 2005





Consolidated
      Statements of Operation- Year Ended June 30, 2006 and Six Months Ended June
      30,
      2005 (transition period)





Consolidated
      Statement of Stockholders' Equity- Year Ended June 30, 2006 and Six Months
      Ended
      June 30, 2005 (transition period)





Consolidated
      Statements of Cash Flows- Year Ended June 30, 2006 and Six Months Ended June
      30,
      2005 (transition period)





Notes
      to
      Consolidated Financial Statements





25




2.  Exhibits.
      The following Exhibits are filed as part of, or incorporated by reference into, this
      Report:




Exhibit
                No.
            
            Document**3.0**
            
            **Articles
                of Incorporation and Bylaws**3.1
            
            Amended
                and Restated Articles of the Company, as amended November
            
            (1)30,
                1994, incorporated by reference to Exhibit 3.1 to Amendment No. 1
                toRegistration
                Statement on Form SB-2 dated December 22, 19943.2
            
            Certificate
                of Designation of Series A Redeemable Convertible
                Preferred
            
            (1)Stock
                incorporated by reference to Exhibit 3.2 to Registration Statement
                onForm
                SB-2 dated October 12, 19943.3
            
            Certificate
                of Designation of Series B Redeemable Convertible
                Preferred
            
            (1)Stock
                incorporated by reference to Exhibit 3.2 to Registration Statement
                onForm
                SB-2 dated October 12, 19943.4
            
            Bylaws
                of the Company incorporated by reference to Exhibit 3.4 to
            
            (1)Registration
                Statement on Form SB-2 dated October 12, 19943.5
            
            Certificate
                of Amendment of Articles of Incorporation dated May 16,
                2006
            
            (2)**4.0**
            
            **Instruments
                Defining the Rights of Security Holders, Including
                Debentures**4.1
            
            Agreement
                and Plan of Merger among Omni U.S.A., Inc., Omni Merger Sub, Inc.,
            
            (1)Edward
                Daniel, Jeffrey Daniel and Brendan Technologies, Inc. dated as ofDecember
                29, 2005 incorporated by reference to Exhibit 4.1 to Current Reporton
                Form 8-K dated January 5, 20064.2
            
            Stock
                Purchase Agreement by and among Jeffrey K. Daniel, Craig L. Daniel,
                and
            
            (1)Edward
                Daniel, as the Purchases, and Omni U.S.A., Inc., as the Seller, dated
                asof
                December 29, 2005 incorporated by reference to Exhibit 4.2 to Current
                Reporton
                Form 8-K dated January 5, 20064.3
            
            Amendment
                to Loan and Related Agreements and Waiver of Default
                (PACCAR)
            
            (1)incorporated
                by reference to Exhibit 4.3 to Current Report on Form 8-K
                datedJanuary
                5, 20064.4
            
            Amendment
                to Loan and Related Agreements and Waiver of Default
                (Textron)
            
            (1)incorporated
                by reference to Exhibit 4.4 to Current Report on Form 8-K
                datedJanuary
                5, 20064.5
            
            Promissory
                Note between Jeffrey K. Daniel, Craig L. Daniel, and Edward
                Daniel,
            
            (1)collectively
                the Borrowers, and Omni U.S.A., Inc. with a maturity date ofDecember
                29, 2008 incorporated by reference to Exhibit 4.5 to Current
                Reporton
                Form 8-K dated January 5, 20064.6
            
            2006
                Equity Incentive Plan incorporated by reference to Exhibit 4.1
                to
            
            (1)Registration
                Statement on Form S-8 dated June 15, 20064.7
            
            Form
                of Securities Purchase Agreement incorporated by reference to Exhibit
                4.7
            
            (1)to
                Current Report on Form 8-K dated July 18, 20064.8
            
            Form
                of 8% Convertible Debenture incorporated by reference to Exhibit
                4.8
            
            (1)to
                Current Report on Form 8-K dated July 18, 2006




26




Exhibit
                No.
            
            Document4.9
            
            Form
                of Registration Rights Agreement incorporated by referecne to Exhibit
                4.9
            
            (1)to
                Current Report on Form 8-K dated July 18, 20064.10
            
            Form
                of Warrant incorporated by reference to Exhibit 4.10 to Current Report
                on
            
            (1)Form
                8-K dated July 18, 2006**10.0**
            
            **Material
                Contracts**10.1
            
            John
                R. Dunn II Employment Contract dated November 1, 2004 incorporated
                by
            
            (1)reference
                to Exhibit 10.1 to Current Report on Form 8-K dated January 5,
                200610.2
            
            George
                Dunn Employment Contract dated November 1, 2004 incorporated
                by
            
            (1)reference
                to Exhibit 10.1 to Current Report on Form 8-K dated January 5,
                2006**14.0**
            
            **Code
                of Ethics**14.1
            
            Code
                of Ethics
            
            (2)**21.0**
            
            **Subsidiaries
                of the small business issuer**21.1
            
            Subsidiaries
                of the small business issuer
            
            (2)**31.0**
            
            **Rule
                13a-14(a)/15d-14(a) Certifications**31.1
            
            302
                Certification of John R. Dunn II
            
            (2)31.2
            
            302
                Certification of Lowell W. Giffhorn
            
            (2)**32.0**
            
            **Section
                1350 Certifications**32.1
            
            906
                Certification of John R. Dunn II
            
            (2)32.2
            
            906
                Certification of Lowell W. Giffhorn
            
            (2)(1)
                Previously filed in indicated registration statement or
                report(2)
                Exhibit filed herewith





27




**ITEM
      14.**  **PRINCIPAL
      ACCOUNTANT FEES AND SERVICES.**




The
      following is a summary of the fees billed to Brendan by its principal accountant
      for the fiscal year ended June 30, 2006 and the six months ended June 30, 2005
      (transitional period):





Farber
                Hass Hurley & McEwen LLPFee
                category
            
            2006
            
            2005Audit
                fees
            
            $
            16,250
            
            $
            5,975Audit-related
                fees
            
            $
            -
            
            $
            -Tax
                fees
            
            $
            -
            
            $
            -All
                other fees
            
            $
            -
            
            $
            -Total
                fees
            
            $
            16,250
            
            $
            5,975





Audit
      fees. Consists of fees for professional services rendered by our principal
      accountants for the audit of our annual financial statements and the review
      of
      financial statements included in our Forms 10-QSB or services that are normally
      provided by our principal accountants in connection with statutory and
      regulatory filings or engagements.





Audit-related
      fees. Consists of fees for assurance and related services by our principal
      accountants that are reasonably related to the performance of the audit or
      review of our financial statements and are not reported under "Audit fees."





Tax
      fees.
      Consists of fees for professional services rendered by our principal accountants
      for tax compliance, tax advice and tax planning.





All
      other
      fees. Consists of fees for products and services provided by our principal
      accountants, other than the services reported under "Audit fees," "Audit-related
      fees" and "Tax fees" above.





**Pre-Approval
      Policies and Procedures**





All
      services provided by our independent registered public accounting firm, Farber
      Hass Hurley & McEwen LLP (“FHHM”) are subject to pre-approval by our Audit
      Committee. The Audit Committee has authorized each of its members to approve
      services by FHHM in the event there is a need for such approval prior to the
      next full Audit Committee meeting. The Audit Committee has also adopted policies
      and procedures that are detailed as to the particular service and that do not
      include delegation of the Audit Committee’s responsibilities to management under
      which management may engage FHHM to render audit or non-audit services. Any
      interim approval given by an Audit Committee member and any such engagement
      by
      management must be reported to the Audit Committee no later than its next
      scheduled meeting. Before granting any approval, the Audit Committee (or a
      committee member if applicable) gives due consideration to whether approval
      of
      the proposed service will have a detrimental impact on FHHM’s independence. The
      full Audit Committee pre-approved all services provided by FHHM in fiscal 2006.





Based
      upon the Audit Committee's discussion with management and the independent
      auditors and the Audit Committee review of the representations of management
      and
      the report of the independent accountants to the Audit Committee, the Audit
      Committee approved that the Board of Directors include our audited financial
      statements in our Annual Report on Form 10-KSB for the year ended June 30,
      2006
      filed with the Securities and Exchange Commission.





28




**Index
      to Consolidated Financial Statements**


Report
                  of Independent Registered Public Accounting Firm
              F-2Consolidated
                  Balance Sheets, June 30, 2006 and 2005
              F-3Consolidated
                  Statements of Operation, for the year ended June 30, 2006 and the
                  six
                  months ended June 20, 2005 (transition period)
              F-4Consolidated
                  Statement of Stockholders' Equity, for the year ended June 30,
                  2006 and
                  the six months ended June 30, 2005 (transition period)
              F-5Consolidated
                  Statements of Cash Flows, for the year ended June 30, 2006 and
                  the six
                  months ended June 30, 2005 (transition period)
              F-6Notes
                  to Consolidated Financial Statements
              F-7-F-22




F-1




**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors


Brendan
      Technologies, Inc. (formerly known as Omni U.S.A., Inc.)


Carlsbad,
      California





We
      have
      audited the accompanying consolidated balance sheets of Brendan Technologies,
      Inc. as of June 30, 2006 and 2005, and the related consolidated statements
      of
      operations, stockholders’ equity (deficit) and cash flows for the year ended
      June 30, 2006 and the six months ended June 30, 2005 (transition period). These
      consolidated financial statements are the responsibility of the Company's
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audit.





We
      conducted our audit in accordance with
      the
      standards of the Public Company Accounting Oversight Board (United
      States). Those
      standards require that we plan and perform the audit to obtain reasonable
      assurance about whether the consolidated financial statements are free of
      material misstatement. An audit includes examining, on a test basis, evidence
      supporting the amounts and disclosures in the consolidated financial statements.
      An audit also includes assessing the accounting principles used and significant
      estimates made by management, as well as evaluating the overall consolidated
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of Brendan
      Technologies, Inc. as of June 30, 2006 and 2005, and the results of their
      operations and their cash flows for the year ended June 30, 2006 and the six
      months ended June 20, 2005 (transition period), in conformity with a ccounting
      principles generally accepted in the United States. .





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in the notes to
      the
      financial statements, the Company has incurred a loss of approximately $845,000
      in the current year, has negative working capital of approximately $1,560,000,
      and is in default on its convertible notes payable. These matters raise
      substantial doubt about the Company's ability to continue as a going concern.
      Management's plans concerning these matters are also described in the notes
      to
      the consolidated financial statements. The consolidated financial statements
      do
      not include any adjustments that might result from the outcome of this
      uncertainty.




Farber
      Hass Hurley McEwen LLP





/s/
      Farber Hass Hurley McEwen LLP





Camarillo,
      California


August
      25, 2006





F-2




**Brendan
        Technologies, Inc.**
 **Consolidated
        Balance Sheets**




June
                30,
            
            **2006**
            
            2005**ASSETS****Current
                assets:**Cash
                and cash equivalents
            
            **$**
            **149,512**
            
            $
            32,504Accounts
                receivable, net
            
            
            **56,107**
            
            
            71,751Prepaid
                expenses
            
            
            **301**
            
            
            712Total
                current assets
            
            
            **205,920**
            
            
            104,967**Property
                and equipment,**net
            
            
            **72,740**
            
            
            12,361**Deposits**
            
            
            **8,190**
            
            
            7,808**$**
            **286,850**
            
            $
            125,136**LIABILITIES
                AND STOCKHOLDERS' DEFICIT****Current
                liabilities:**Convertible
                notes payable in default
            
            **$**
            **255,000**
            
            $
            1,947,972Accrued
                interest in default
            
            
            **78,217**
            
            
            932,914Accounts
                payable
            
            
            **161,430**
            
            
            147,657Accrued
                wages
            
            
            **772,030**
            
            
            900,729Accrued
                interest
            
            
            **414,959**
            
            
            331,822Deferred
                revenue
            
            
            **77,651**
            
            
            62,997Current
                portion of lease obligations
            
            
            **6,442**
            
            
            2,164Total
                current liabilities
            
            
            **1,765,729**
            
            
            4,326,255**Long
                term portion of lease obligations**
            
            
            **10,996**
            
            
            9,836**8%
                Convertible debentures net of debt discount**
            
            
            **23,002**
            
            
            -**8%
                Convertible debentures net of debt discount - related
                parties**
            
            
            **83,652**
            
            
            -**Stockholders'
                deficit**Preferred
                stock, $.004995 par value; 5,000,000 sharesauthorized:
                none outstanding
            
            
            **-**
            
            
            -Common
                stock, $.004995 par value; 50,000,000 sharesauthorized:
                25,498,794 and 4,687,209 issued andoutstanding
                at June 30, 2006 and 2005, respectively
            
            
            **127,366**
            
            
            23,413Additional
                paid in capital
            
            
            **4,517,814**
            
            
            1,161,948Accumulated
                deficit
            
            
            **(6,241,709**
            **)**
            
            (5,396,316
            )Total
                stockholders' deficit
            
            
            **(1,596,529**
            **)**
            
            (4,210,955
            )**$**
            **286,850**
            
            $
            125,136




*See
        accompanying report of independent registered public accounting firm, summary
        of
        accounting policies *and
        notes to consolidated financial statements.**
  F-3


**Brendan
        Technologies, Inc.**
 **Consolidated
        Statements of Operation**
 **Year
                      Ended**
                
                **Six
                      Months Ended***Periods
                    Ended June 30,*
                
                **2006**
                
                2005Revenue
                
                **$**
                **681,337**
                
                $
                419,526Selling
                    expenses
                
                
                **103,190**
                
                
                65,173General
                    and administrative expenses
                
                
                **1,215,966**
                
                
                352,614**1,319,156**
                
                
                417,787Income
                    (loss) from operations
                
                
                **(637,819**
                **)**
                
                **1,739**Other
                    expenseInterest
                    expense
                
                
                **(207,574**
                **)**
                
                (166,511
                )Loss
                    before provision for income taxes
                
                
                **(845,393**
                **)**
                
                (164,772
                )Provision
                    for income taxes
                
                
                **-**
                
                
                -Net
                    loss
                
                **$**
                **(845,393**
                **)**
                $
                (164,772
                )Basic
                    and diluted loss per share
                
                **$**
                **(0.06**
                **)**
                $
                (0.04
                )Basic
                    and diluted weighted average common shares outstanding
                
                
                **15,146,106**
                
                
                4,686,951


*See
        accompanying report of independent registered public accounting firm, summary
        of
        accounting *polices
        and notes to consolidated financial
        statements.**




F-4




**Brendan
        Technologies, Inc.**
 **Consolidated
        Statements of Stockholders' Equity (Deficit)**
 Additional
              
              Retained
              
              Stockholders'Common
                  Stock
              
              Paid
              
              Earnings
              
              Equity*Periods
                  Ended June 30, 2006 and 2005*
              
              Shares
              
              Amount
              
              in
                  Capital
              
              (Deficit)
              
              (Deficit)Balance,
                  January 1, 2005
              
              
              4,678,876
              
              $
              23,371
              
              $
              1,136,990
              
              $
              (5,231,544
              )
              $
              (4,071,183
              )Issuance
                  of common stock at $3.00per
                  share
              
              
              8,333
              
              
              42
              
              
              24,958
              
              
              -
              
              
              25,000Net
                  (loss) for the six months endedJune
                  30, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              (164,772
              )
              
              (164,772
              )Balance,
                  June 30, 2005
              
              
              4,687,209
              
              $
              23,413
              
              $
              1,161,948
              
              $
              (5,396,316
              )
              $
              (4,210,955
              )Issuance
                  of common stock at $3.00per
                  share
              
              
              67,500
              
              
              337
              
              
              202,163
              
              
              -
              
              
              202,500Offering
                  costs paid in cash
              
              
              (31,875
              )
              
              -
              
              
              (31,875
              )Brendan
                  shares converted to Omni at 4 to 1
              
              
              14,264,127
              
              
              71,248
              
              
              (71,248
              )
              
              -
              
              
              -Brendan
                  notes payable and accrued interestconverted
                  to Omni stock
              
              
              4,352,879
              
              
              21,743
              
              
              2,632,455
              
              
              -
              
              
              2,654,198Omni
                  common shares issued in payment ofBrendan
                  accounts payable related to merger
              
              
              100,000
              
              
              500
              
              
              34,500
              
              
              -
              
              
              35,000Omni
                  common shares issued to anindividual
                  as costs of the merger
              
              
              800,000
              
              
              3,996
              
              
              (3,996
              )
              
              -
              
              
              -Omni
                  shares previously outstandingrecapitalized
                  due to the merger
              
              
              1,227,079
              
              
              6,129
              
              
              (6,129
              )
              
              -
              
              
              -Sale
                  of previous Omni operating subsidiariestreated
                  as contributed capital
              
              
              -
              
              
              -
              
              
              498,000
              
              
              -
              
              
              498,000Value
                  of warrants and stock options issued
              
              
              -
              
              
              -
              
              
              101,996
              
              
              -
              
              
              101,996Net
                  (loss) for the year endedJune
                  30, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              (845,393
              )
              
              (845,393
              )Balance,
                  June 30, 2006
              
              
              25,498,794
              
              $
              127,366
              
              $
              4,517,814
              
              $
              (6,241,709
              )
              $
              (1,596,529
              )
  *See
        accompanying report of independent registered public accounting firm, summary
        of
        accounting policies and notes to consolidated financial
        statements.*
  F-5




**Brendan
        Technologies, Inc.**
 **Consolidated
        Statements of Cash Flows**
 
 **Year
                  Ended**
              
              **Six
                  Months Ended***Periods
                  Ended June 30,*
              
              **2006**
              
              2005**Operating
                  activities:**Net
                  loss
              
              $
              **(845,393**
              **)**
              $
              (164,772
              )Adjustments
                  to reconcile net lossto
                  cash provided by operating activities:Amortization
                  and depreciation
              
              
              **14,858**
              
              
              2,384Non
                  cash expense related to warrantsand
                  stock options
              
              
              **83,650**
              
              
              -Non
                  cash reduction in accounts payable
              
              
              **98,000**
              
              
              -Changes
                  in assets and liabilities:(Increase)
                  decrease in accounts receivable
              
              
              **15,644**
              
              
              (62,808
              )(Increase)
                  decrease in prepaid expense and other assets
              
              
              **29**
              
              
              -Increase
                  (decrease) in accounts payable
              
              
              **48,773**
              
              
              (1,915
              )Increase
                  (decrease) in accrued liabilities
              
              
              **60,967**
              
              
              234,790Increase
                  (decrease) in deferred revenue
              
              
              **14,654**
              
              
              (21,533
              )Net
                  cash (used in) operating activities
              
              
              **(508,818**
              **)**
              
              (13,854
              )**Investing
                  activities:**Purchase
                  of property and equipment
              
              
              **(67,351**
              **)**
              
              -Net
                  cash used in investing activities
              
              
              **(67,351**
              **)**
              
              -**Financing
                  activities:**Principal
                  payments of lease obligations
              
              
              **(2,448**
              **)**
              
              (312
              )Proceeds
                  from notes receivable on sale of Omni divisions
              
              
              **400,000**
              
              
              -Proceeds
                  from issuance of 8% convertible debentures
              
              
              **125,000**
              
              
              -Proceeds
                  from issuance of common stock, net of cashpaid
                  for costs
              
              
              **170,625**
              
              
              25,000Net
                  cash provided by financing activities
              
              
              **693,177**
              
              
              24,688**Net
                  increase (decrease) in cash**
              
              
              **117,008**
              
              
              10,834**Cash
                  and cash equivalents**,
                  beginning of year
              
              
              **32,504**
              
              
              21,670**Cash
                  and cash equivalents,**end of year
              
              $
              **149,512**
              
              $
              32,504**Supplemental
                  Disclosure of Cash Flow Information:**Cash
                  paid during the period for:Interest
              
              $
              **17,708**
              
              $
              7,500Income
                  taxes
              
              $
              **-**
              
              $
              -**Non
                  Cash Investing and Financing Activities:**Property
                  and equipment acquired through lease
              
              $
              **7,886**
              
              $
              12,312Conversion
                  of Brendan notes payable into common stock
              
              $
              **1,692,972**
              
              $
              -Conversion
                  of Brendan accrued interest into common stock
              
              $
              **961,226**
              
              $
              -Issuance
                  of common stock in payment of accounts payable
              
              $
              **35,000**
              
              $
              -Debt
                  discount on 8% convertible debentures
              
              $
              **18,346**
              
              $
              -
 
 *See
        accompanying reports of independent registered public accounting firms, summary
        of accounting policies and notes to consolidated financial
        statements.*
  F-6





**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements





**Note
      1 -**  **Business**





Nature
      of Business





Brendan
      Technologies, Inc., a
      Nevada
      corporation ( **“we”** or **“Brendan”** ) provides
      software solutions to improve the accuracy, quality control, workflow, and
      regulatory compliance of immunoassay testing in laboratories in the
      biopharmaceutical, clinical, research, veterinarian and agricultural industries.





Merger
      of Brendan Technologies, Inc. into Omni, U.S.A., Inc.





On
      December 29, 2005, Omni U.S.A., Inc., a Nevada corporation ( **“Omni”** ),
      Omni’s
      wholly-owned subsidiary Omni Merger Sub, Inc., a Michigan corporation
      (“ **Merger
      Sub** ”),
      Jeffrey Daniel and Edward Daniel entered into an Agreement and Plan of Merger
      (the “ **Merger
      Agreement** ”)
      with
      Brendan Technologies, Inc., a Michigan corporation (“ **Brendan
      Sub** ”),
      pursuant to which Merger Sub was merged with and into Brendan Sub and Brendan
      Sub became the surviving corporation in the merger and a wholly-owned subsidiary
      of Omni. Brendan Sub continued its corporate existence under the laws of the
      State of Michigan. On September 15, 2006, Omni changed its name to Brendan
      Technologies, Inc.




Concurrently
      with the merger, 4,754,709 shares
      of
      Brendan Sub common stock outstanding immediately before the merger were
      converted into 19,018,836 shares
      of
      Omni common stock, a four for one ratio. Also concurrently with the merger,
      (i) 4,352,879 shares
      of
      Omni common stock were issued to the holders of Brendan Sub Senior and Bridge
      Notes totaling $ 2,654,198 in
      aggregate principal and interest, a conversion rate of 1.64 shares per $1.00
      under such debt; (ii) 900,000 shares of Omni common stock was issued to
      individuals who participated in the arrangement of the merger.




Common
      stock options and warrants exercisable into 973,500 shares
      of
      Brendan Sub before the merger will become exercisable into 3,894,000 common
      shares of Omni after the merger. The exercise price of the Omni stock options
      and warrants was adjusted to 25% of the exercise price of the Brendan Sub stock
      options and warrants.




Concurrent
      with entering into the Merger Agreement, on December 29, 2005, Omni entered
      into
      a Stock Purchase Agreement (“ **Stock
      Purchase Agreement** ”)
      with
      Jeffrey K. Daniel, Craig L. Daniel and Edward Daniel (“ **Daniels** ”)
      pursuant to which Omni sold to Daniels all of the issued and outstanding shares
      of capital stock of Omni U.S.A., Inc., a Washington corporation (“ **Omni-Washington** ”)
      and
      Butler Products Corporation (“ **Butler** ”),
      each
      of which was previously a wholly-owned subsidiary of Omni, in exchange for
      a
      three-year promissory note due on December 29, 2008 in the amount of $672,000
      (the “ **Promissory
      Note** ”),
      which
      was discounted to $498,000.




Prior
      to
      the transactions effected by the Stock Purchase Agreement and Merger Agreement,
      Omni-Washington and Butler constituted substantially all of Omni’s operations.
      Following the transactions effected by the Merger Agreement and the Stock
      Purchase Agreement, Brendan Sub is now our sole wholly-owned subsidiary, and
      we
      conduct all our operations through Brendan Sub.




The
      Company has, at the present time, not paid any dividends, and any dividends
      that
      may be paid in the future will depend upon the financial requirements of the
      Company and other relevant factors.




F-7




**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)





**Note
      2- Going Concern**





Going
      Concern





These
      financial statements have been prepared on a going concern basis. However,
      during the year ended June 30, 2006 and the transitional six month period ended
      June 30, 2005, the Company incurred net losses of $845,393 and $164,772,
      respectively, and had an accumulated


deficit
      of $6,241,709 and $5,396,316, at June 30, 2006 and 2005, respectively. In
      addition, the Company had a working capital deficit of $1,559,809 and is in
      default on $333,217 of debt and interest. The Company’s ability to continue as a
      going concern is dependent upon its ability to generate profitable operations
      in
      the future and/or to obtain the necessary financing to meet its obligations
      and
      repay its liabilities arising from normal business operations when they come
      due. The outcome of these matters cannot be predicted with any certainty at
      this
      time and as such raise substantial doubt as to the Company’s ability to continue
      as a going concern. Since inception, the Company has satisfied its capital
      needs
      through debt and equity financings and expects to fund the Company from these
      sources until profitability is achieved. There can be no assurance that funds
      will be available at terms favorable to the Company or that future profitability
      can be achieved. The consolidated financial statements do not include any
      adjustments relating to the recoverability and classification of recorded asset
      amounts or the amounts and classification of liabilities that might be necessary
      should the Company be unable to continue as a going concern.





Management’s
      Plans





Management's
      plans to eliminate the going concern situation include, but are not limited
      to,
      the following:





·
            Obtain
                additional equity or debt financing from investors. Subsequent to
                June 30,
                2006, the Company received net proceeds of $900,000 from the issuance
                of
                an 8% convertible debenture.





·
            Increase
                revenue from the sale of its software. The Company is anticipating
                to
                release an upgraded version of its software during the next twelve
                months
                that will address customer enterprise level
                requirements.





·
            If
                necessary, the Company will initiate cost cutting programs that would
                reduce cash requirements.




**Note
      3 -**  **Summary
      of Significant Accounting Policies**





Consolidation
      Policy





The
      foregoing financial information has been prepared from the books and records
      of
      Brendan. Brendan’s consolidated financial statements include the accounts of its
      wholly-owned subsidiary, Brendan Sub. All significant intercompany balances
      and
      transactions have been eliminated in consolidation. In the opinion of
      management, the financial information reflects all adjustments necessary for
      a
      fair presentation of the financial condition, results of operations and cash
      flows of the Company in conformity with accounting principles generally accepted
      in the United States.




F-8




**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)





Cash
      and cash Equivalents





Cash
      and
      cash equivalents include cash, funds invested in money market funds and cash
      invested temporarily in various instruments with maturities of three months
      or
      less at the time of purchase.




Trade
      Accounts Receivable





The
      Company provides for the possible inability to collect accounts receivable
      by
      recording an allowance for doubtful accounts. The Company writes off an account
      when it is considered to be uncollectible.





Property
      and Equipment





Property
      and equipment are stated at cost. Expenditures for major renewals and
      betterments that extend the useful lives of property and equipment are
      capitalized, upon being placed in service. Expenditures for maintenance and
      repairs are charged to expense as incurred. Depreciation is computed over the
      estimated useful life of three to seven years, except leasehold improvements
      which are depreciated over the lesser of the remaining lease life or the life
      of
      the asset, using the straight-line method. The Company follows the provisions
      of
      the Financial Accounting Standards Board ("FASB") Statement of Financial
      Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment of
      Long-lived Assets." Long-lived assets and certain identifiable intangibles
      to be
      held and used by the Company are reviewed for impairment whenever events or
      changes in circumstances indicate that the carrying amount of an asset may
      not
      be recoverable. The Company periodically evaluates the recoverability of its
      long-lived assets based on estimated future cash flows and the estimated fair
      value of such long-lived assets, and provides for impairment if such
      undiscounted cash flows are insufficient to recover the carrying amount of
      the
      long-lived asset.





Revenue
      Recognition





The
      Company recognizes revenues related to software licenses and software
      maintenance in accordance with the American Institute of Certified Public
      Accountants (“AICPA”) Statements of Position (“SOP”) No. 97-2, “Software Revenue
      Recognition,” as amended by SOP No. 94-4 and SOP No. 98-9. We follow the
      guidance established by the SEC in Staff Accounting Bulletin No. 104, as well
      as
      generally accepted criteria for revenue recognition, which require that, before
      revenue is recorded, there is persuasive evidence of an arrangement, the fee
      is
      fixed or determinable, collection is reasonably assured, and delivery to our
      customer has occurred. In addition, our invoices may include multiple elements
      that identify vendor specific objective evidence of fair value for each of
      those
      elements. The Company recognizes revenue as follows:





Software-
      our software is sold with an indefinite license period, and as such, product
      revenue is recorded at the time of the customer’s acceptance (generally 30 days
      after shipment which allows for a 30 day return guarantee if the customer is
      not
      satisfied with the product), net of estimated allowances and returns.




F-9




**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)





Post-contract
      customer support- (“PCS”) obligations are generally for annual services and are
      recognized over the period of service. Revenues for which payment has been
      received are treated as deferred revenue until services are provided and
      revenues have been earned.





Training
      and service calls- recognized at the time training or service calls are
      provided.





Royalties-
      we recognize revenue from royalties only after the cash has been collected
      (typically 30 days after the end of the quarter on which the royalty payment
      is
      based.)





Licensing-
      we also derive license revenue from fees for the transfer of proven and reusable
      intellectual property components. Generally, these payments will include a
      nonrefundable technology license fee, which will be payable upon the transfer
      of
      intellectual property. License fees will be recognized upon the execution of
      the
      license agreement and transfer of intellectual property provided no further
      significant performance obligations exist and collectibility is deemed probable.





Customization
      revenue- fees related to software service contracts to aid customers in adapting
      such intellectual property to their particular instruments, which will be
      performed on a best efforts basis and for which we will receive periodic
      milestone payments, will be recognized as revenue over the estimated development
      period, using a cost-based percentage of completion method.





Software
      Development Costs





Costs
      associated with the development and enhancement of proprietary software for
      sale
      is expensed as incurred. The costs incurred between the time when our products
      reach technological feasibility and when they are available for general release
      to the public are


capitalized
      and amortized over their estimated useful lives. When such assets have been
      capitalized, they are reviewed each period to determine if the value of the
      asset has been impaired. We currently have no capitalized and unamortized
      software development costs.





Research
      and Development





We
      account for research and development costs in accordance with several accounting
      pronouncements, including SFAS No. 2, *Accounting
      for Research and Development Costs* ,
      and
      SFAS No. 86, *Accounting
      for the Costs of Computer Software to be Sold, Leased, or Otherwise
      Marketed.* SFAS No.
      86 specifies that costs incurred internally in researching and developing a
      computer software product should be charged to expense until technological
      feasibility has been established for the product. Once technological feasibility
      is established, all software costs should be capitalized until the product
      is
      available for general release to customers. Judgment is required in determining
      when technological feasibility of a product is established. We have determined
      that technological feasibility for our software products is reached shortly
      before the products are released to manufacturing. Costs to maintain and upgrade
      our software after initial release to our customers are expensed when incurred.
      Research and development costs were immaterial during each period.





F-10




**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)





Stock
      Based Compensation





The
      Company applies Accounting Principles Board ("APB") Opinion 25, "Accounting
      for
      Stock Issued to Employees," and related Interpretations in accounting for all
      stock option plans. Under APB Opinion 25, compensation cost has been recognized
      for stock options granted to employees when the option price is less than the
      market price of the underlying common stock on the date of grant.





Through
      December 31, 2005, SFAS No. 123, "Accounting for Stock-Based Compensation,"
      and
      SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and
      Disclosure," required the Company to provide pro forma information regarding
      net
      income as if compensation cost for the Company's stock option plans had been
      determined in accordance with the fair value based method prescribed in SFAS
      No.
      123. To provide the required pro forma information, the Company estimated the
      fair value of each stock option at the grant date by using the Black-Scholes
      option-pricing model. SFAS No. 148 also provides for alternative methods of
      transition for a voluntary change to the fair value based method of accounting
      for stock-based employee compensation. The Company has elected to continue
      to
      account for stock-based compensation under APB No. 25.





On
      December 15, 2005, our Board of Directors accelerated the vesting of 350,000
      unvested stock options held by our employees with exercise prices of $3.00
      per
      share. The options would have otherwise vested over various periods through
      January 2007. Our Board of Directors determined that the acceleration of the
      vesting of the stock options described above was in the best interests of the
      company to enhance the incentive of the affected options and to provide us
      with
      greater flexibility for future grants of share-based incentives as SFAS 123(R)
      became effective. We adopted SFAS 123(R) in January 2006.





The
      Company applies SFAS No. 123 in valuing options granted to consultants and
      estimates the fair value of such options using the Black-Scholes option-pricing
      model. The fair value is recorded as consulting expense as services are
      provided. Options granted to consultants for which vesting is contingent based
      on future performance are measured at their then current fair value at each
      period end, until vested.





F-11




**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)




Under
        the
        accounting provisions of SFAS No. 123, the Company's net loss per share would
        have been increased by the pro forma amounts indicated below:


Period
                  Ended June 30,2006
              
              2005Net
                  income (loss), as reported
              
              $
              (845,393
              )
              $
              (164,772
              )Stock-based
                  employee compensation,net
                  of tax effects
              
              
              (57,078
              )
              
              (27,354
              )Proforma
                  net income (loss)
              
              $
              (902,471
              )
              $
              (192,126
              )Net
                  income (loss) per share:Basic
                  and diluted- as reported
              
              $
              (0.06
              )
              $
              (0.04
              )Basic
                  and diluted- proforma
              
              $
              (0.06
              )
              $
              (0.04
              )




For
      purposes of computing the pro forma disclosures required by SFAS No. 123, the
      fair value of each option granted to employees and directors is estimated using
      the Black-Scholes option-pricing model.





Stock
      options to purchase up to 460,000 shares of common stock were granted to
      employees and directors subsequent to January 1, 2006 and $83,650 was charged
      to
      expense for the year ended June 30, 2006. The stock options were valued using
      the Black-Scholes option-pricing model with the following weighted-average
      assumptions used for the year ended June 30, 2006: dividend yield of zero
      percent; expected volatility of 37%; risk-free interest rates of 4.84%, and
      expected lives of 5 years.





Loss
      Per Share





The
      Company utilizes SFAS No. 128, “Earnings per Share.” Basic loss per share is
      computed by dividing loss available to common shareholders by the
      weighted-average number of common shares outstanding. Diluted loss per share
      is
      computed similar to basic loss per share except that the denominator is
      increased to include the number of additional common shares that would have
      been
      outstanding if the potential common shares had been issued and if the additional
      common shares were dilutive. Common equivalent shares are excluded from the
      computation if their effect is anti-dilutive.





For
      the
      year ended June 30, 2006 and the transition period ended June 30, 2005, the
      following common equivalent shares were excluded from the computation of loss
      per share since their effects are anti-dilutive.




June
                30,2006
            
            2005(Post-merger)Options
            
            
            4,622,334
            
            
            3,840,000Warrants
            
            
            720,667
            
            
            358,400Total
            
            
            5,343,001
            
            
            4,198,400





F-12




**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)





Fair
      Value of Financial Instruments





The
      Company’s financial instruments include accounts receivable, notes receivable,
      accounts payable, notes payable and accrued wages. The book value of all
      financial instruments is representative of their fair values.




Income
      Taxes





The
      Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the
      recognition of deferred tax assets and liabilities for the expected future
      tax
      consequences of events that have been included in the financial statements
      or
      tax returns. Under this method, deferred income taxes are recognized for the
      tax
      consequences in future years of differences





between
      the tax bases of assets and liabilities and their financial reporting amounts
      at
      each period-end based on enacted tax laws and statutory tax rates applicable
      to
      the periods in which the differences are expected to affect taxable income.
      Valuation allowances are established, when necessary, to reduce deferred tax
      assets to the amount expected to be realized.





Estimates





The
      preparation of financial statements 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 revenue and expenses during the reporting
      period. Actual results could differ from those estimates.





Concentrations
      of Credit Risk





Financial
      instruments which potentially subject the Company to credit risk are primarily
      cash and accounts receivable. The Company deposits its cash with what it
      considers high-credit, quality financial institutions. At times, balances are
      in
      excess of the Federal Deposit Insurance Corporation insured limit. As of June
      30, 2006, the Company had approximately $144,000 in cash on deposit with one
      bank. Credit risk concentration with respect to receivables is limited due
      to
      the geographic dispersion of the Company’s customer base. The Company conducts
      ongoing credit evaluations but does not obtain collateral or other forms of
      security. The Company believes its credit policies do not result in significant
      adverse risk and historically has not experienced significant credit-related
      losses. The Company had two customers whose balances due at June 30, 2006
      exceeded 10% of gross accounts receivable (29% and 18%). At June 30, 2005,
      the
      Company had five customers which accounted for 16%, 15%, 11%, 11%, and 10%
      of
      the Company’s accounts receivable balances.





The
      Company is dependent on one customer for the majority of its revenues. This
      customer accounted for 42% in sales for the year ended June 30, 2006. During
      the
      transition period ended June 30, 2005, the Company had two significant customers
      which accounted for 20% and 13% of sales.





F-13




**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)





Recently
      Enacted Accounting Standards





In
      November 2004, the FASB issued SFAS No. 151, "Inventory Costs-an amendment
      of
      ARB. No. 43, Chapter 4". This Statement amends the guidance in ARB No. 43,
      Chapter 4, "Inventory Pricing," to clarify the accounting for abnormal amounts
      of idle facility expense, freight, handling costs, and wasted material
      (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that "... under
      some circumstances, items such as idle facility expense, excessive spoilage,
      double freight, and re-handling costs may be so abnormal as to require treatment
      as current period charges...." This Statement requires that those items be
      recognized as current-period charges regardless of whether they meet the
      criterion of "so abnormal." In addition, this Statement requires
      that allocation of fixed production overheads to the costs of conversion be
      based on the normal capacity of the production facilities. The Company adopted
      this standard on January 1, 2006. The adoption of this standard did not have
      a
      material impact on our financial statements.





In
      December 2004, the FASB issued SFAS No. 123R, “Share Based Payment". This
      Statement is a revision of FASB Statement No. 123, “Accounting for Stock-Based
      Compensation”. This Statement supersedes APB Opinion No. 25, “Accounting for
      Stock Issued to Employees”, and its related implementation guidance. This
      Statement establishes standards for the accounting for transactions in which
      an
      entity exchanges its equity instruments for goods or services. It also addresses
      transactions in which an entity incurs liabilities in exchange for goods or
      services that are based on the fair value of the entity's equity instruments
      or
      that may be settled by the issuance of those equity instruments. This Statement
      focuses primarily on accounting for transactions in which an entity obtains
      employee services in share-based payment transactions. This Statement does
      not
      change the accounting guidance for share-based payment transactions with parties
      other than employees provided in Statement 123 as originally issued and EITF
      Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
      Than Employees for Acquiring, or in Conjunction with Selling, Goods or
      Services." This Statement does not address the accounting for employee share
      ownership plans, which are subject to AICPA Statement of Position 93-6,
“Employers’ Accounting for Employee Stock Ownership Plans”. The Company adopted
      this standard on January 1, 2006. The adoption of this standard did not have
      a
      material impact on our historical financial statements but could have a material
      impact on our financial statements issued after January 2006.





In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
      ("SFAS 154") which replaces Accounting Principles Board Opinions No. 20
      "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim
      Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154 provides
      guidance on the accounting for and reporting of accounting changes and error
      corrections. It establishes retrospective application, or the latest practicable
      date, as the required method for reporting a change in accounting principle
      and
      the reporting of a correction of an error. SFAS 154 is effective for accounting
      changes and a correction of errors made in fiscal years beginning after December
      15, 2005 and is required to be adopted by the Company in the first quarter
      of
      fiscal 2007. The Company is currently evaluating the effect that the adoption
      of
      SFAS 154 will have on its consolidated results of operations and financial
      condition.




F-14




**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)





**Note
      4-**  **Accounts
      Receivable**





Accounts
      receivable are carried at the expected realizable value. Accounts receivable
      consisted of the following:


**June
                  30,****2006**
              
              **2005**Accounts
                  receivable - trade
              
              $
              61,107
              
              $
              76,751Allowance
                  for doubtful accounts
              
              
              (5,000
              )
              
              (5,000
              )Accounts
                  receivable, net
              
              $
              56,107
              
              $
              71,751




**Note
      5- Property and Equipment**





The
      following is a summary of equipment, at cost, less accumulated
      depreciation:


**June
                  30,****2006**
              
              **2005**Computer
                  equipment
              
              $
              95,047
              
              $
              29,022Furniture
                  and fixtures
              
              
              104,261
              
              
              98,444199,308
              
              
              127,466Less
                  accumulated depreciation
              
              
              126,568
              
              
              115,105$
              72,740
              
              $
              12,361





Depreciation
      expense for the year ended June 30, 2006 and the transition period ended June
      30, 2005 was $14,858 and $2,384, respectively.





**Note
      6- Accrued Wages and Accrued Interest**





From
      1999
      through 2004, employees deferred a portion of their wages accumulating $687,527.
      This amount plus employee taxes payable thereon remains outstanding at June
      30,
      2005 and 2006. The outstanding balance accrues interest at the rate of 12%
      per
      annum. The amount of accrued interest payable related to the deferred wages
      equaled $331,822 and $414,723 at June 30, 2005 and 2006. The Company anticipates
      to pay the accrued wages and interest either in cash or by allowing the
      employees to convert to common stock. Two of the employees with accumulated
      wages payable of $352,455 and accrued interest payable of $210,221 are
      affiliates of the Company.





F-15


**BRENDAN
        TECHNOLOGIES, INC.**
 Notes
        to
        the Consolidated Financial Statements (Continued)




**Note
      7- Convertible Notes Payable in Default**





Convertible
      notes payable, the majority of which were converted into common stock of Brendan
      consisted of the following:




June
                30,
            
            June
                30,2006
            
            2005Forty-six
                convertible, unsecured, senior subordinatednotes
                payable, due on various dates on or beforeSeptember
                2004, bearing interest at 8% per annum.Forty-four
                of the notes were converted into 2,062,300shares
                of the Company's common stock on December 29,2005
                the result of a reverse acquisition.
            
            $
            130,000
            
            $
            1,387,500Six
                convertible, unsecured, bridge notes payable, duevarious
                dates on or before December 2004, bearinginterest
                at 12% per annum. The notes were convertedinto
                714,174 shares of the Company's common stockon
                December 29, 2005 as the result of a reverseacquisition.
            
            
            -
            
            
            435,472Unsecured,
                convertible note payable for $125,000,which
                bears interest at a rate of 12% per annum.
            
            
            125,000
            
            
            125,000$
            255,000
            
            $
            1,947,972




In
      December 2005, two of the individuals who converted their notes to common stock
      were appointed to the Company’s Board of Directors.





As
      of
      June 30, 2006, the holder of the $125,000, 12% note made demand on the Company
      for full payment. Subsequent to June 30, 2006, the Company paid this note in
      full.





**Note
      8- 8% Convertible Debentures**




*Overview* .
        During
        June 2006 we sold an aggregate of $125,000 of 8% convertible debentures to
        a
        group of five individual investors, two of which are affiliates of the Company.
        The convertible debentures entitle the debenture holder to convert the principal
        into our common stock for two years from the date of closing. Interest on
        the
        debentures is payable quarterly in cash.
 
 *Number
        of Shares Debentures May Be Converted Into* .
        The
        debentures can be converted into a number of our common shares at a conversion
        price equal to $0.50 per share.
 
 *Warrants.* Concurrent with the issuance of the convertible debentures, we issued to
        the
        debenture holders warrants to purchase shares of our common stock. These
        warrants are exercisable for one to five years from the date of issuance
        at
        exercise prices ranging from $0.60 to $1.00 per share.
 
 *Right
        of First Refusal* .
        The
        debenture holders have a right of first refusal to purchase or participate
        in
        any equity securities offered by us in any private transaction which closes
        on
        or prior to the date that is two years after the issue date of each
        debenture.
 
 *Registration
        Rights* .
        We are
        responsible for registering the resale of the shares of our common stock
        which
        will be issued on the conversion of the debentures.





F-16




**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)





*Restrictions
      on Use of Funds* .
      We may
      not pay any cash dividends without the debenture holders prior written
      approval.





The
      following table presents the status, as of June 30, 2006, of our convertible
      debentures:


As
                  ofJune
                  30, 2006
              
              June
                  30, 2005Convertible
                  debentures issued
              
              $
              125,000
              
              $
              -Less
                  debt discount
              
              
              (18,346
              )
              
              -106,654
              
              
              -Less
                  current portion
              
              
              -
              
              
              -Long
                  term portion
              
              $
              106,654
              
              $
              -Issued
                  to related parties
              
              $
              83,652
              
              $
              -Maturity
                  dates of outstanding convertible debenturesJune
                  2008
              
              $
              125,000
              
              $
              -




**Note
      9- Lease Obligations**





Operating
      Lease





The
      Company has entered into a two-year building lease for its office commencing
      in
      June 2006 and expiring in May 2008 with a one year option to renew. Lease
      expense for the year ended June 30, 2006 and the transition period ended June
      30, 2005 amounted to $71,076 and $32,704, respectively. The following is a
      schedule of minimum annual rental payments for the next five years.





Years
                ending June 30,2007
            
            $
            58,0652008
            
            
            54,835Total
                minimum lease payments
            
            $
            112,900




F-17




**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)





**Note
      10- Capital Stock**





Preferred
      Stock





The
      Company has authorized 5,000,000 shares of preferred stock, $.004995 par value,
      with such rights, preferences and designations and to be issued in such series
      as determined by the Board of Directors. No shares are issued and outstanding
      at
      June 30, 2006.





Common
      Stock





The
      Company has authorized 50,000,000 shares of common stock at $.004995 par value.
      At June 30, 2006, the Company had 25,498,794 shares of common stock issued
      and
      outstanding.





During
      the year ended June 30, 2006, the Company issued 67,500 shares of common stock
      for proceeds of $202,500 less offering costs of $31,875; reflected 14,264,127
      shares to affect a 4 for 1 reverse merger with shareholders of Brendan Sub,
      issued 4,352,879 shares in exchange for notes payable and accrued expenses
      to
      note holders of Brendan Sub, and issued 900,000 shares to individuals who
      participated in the reverse merger. At the conclusion of the reverse merger,
      the
      shareholders of the predecessor corporation held 1,227,079 shares of common
      stock. Of the 14,264,127 shares discussed above, 12,470,927 have been issued
      and
      1,793,200 are for an individual and relate to a 1999 agreement with an
      investment banking firm in which the individual was a principal. The individual
      was obligated to use his best efforts to secure private placement financings
      and
      the investment banking firm was to underwrite an initial public offering for
      the
      Company. Although outstanding on the records of the Company, the individual
      is
      not entitled to these shares and the Company has not issued, and does not
      presently intend to issue, these shares to the individual.





During
      the transition period ended June 30, 2005, the Company issued 8,333 shares
      of
      common stock for proceeds of $25,000.





Warrants





During
      the year ended June 30, 2006, the Company issued 500,000 common stock purchase
      warrants to a group of five individual investors, two of which are affiliates
      of
      the Company, related to the issuance of 8% convertible debentures. In addition,
      the Company issued a common stock purchase warrant for the purchase of 54,000
      post-merger shares to one individual who assisted the Company in raising funds.
      Warrants remain outstanding which were issued by the predecessor company as
      a
      result of their financings with an institutional investor. In addition, a
      warrant exercisable into up to 358,400 post merger shares expired during the
      year ended June 30, 2006.





F-18


**BRENDAN
        TECHNOLOGIES, INC.**
 Notes
        to
        the Consolidated Financial Statements (Continued)




A
      summary
      of the status of the warrants granted under various agreements at June 30,
      2006
      and 2005, and changes during the years then ended is presented
      below:


WarrantsShares
              
              Weighted
                Average
                Exercise
                PriceOutstanding,
                  December 31, 2004
              
              
              89,600
              
              $
              2.25Outstanding,
                  June 30, 2005
              
              
              89,600
              
              
              2.25Post
                  Merger warrants at 4 for 1
              
              
              358,400
              
              
              0.56Predecessor
                  warrants outstanding
              
              
              166,667
              
              
              6.00Granted
              
              
              554,000
              
              
              0.80Cancelled
              
              
              (358,400
              )
              
              0.56Outstanding,
                  June 30, 2006
              
              
              720,667
              
              $
              2.00Exercisable,
                  June 30, 2005
              
              
              89,600
              
              $
              2.25Exercisable,
                  June 30, 2006
              
              
              720,667
              
              $
              2.64




The
      weighted average grant date fair value of warrants issued during the year ended
      June 30, 2006 was $0.05.





The
      Company estimates the fair value of each warrant at the issuance date by using
      the Black-Scholes option-pricing model with the following weighted-average
      assumptions used for the year ended June 30, 2006: dividend yield of zero
      percent; expected volatility of 37%, risk-free interest rates of 5.13% to 5.28%;
      and expected lives of 1 to 5 years.




Outstanding
              
              ExercisableRange
                  of
                Exercise
                Prices
              
              Number
                Outstanding
              
              Weighted
                Average
                Remaining
                Contractual
                Life
              
              Weighted
                Average
                Exercise
                Price
              
              Number
                Exercisable
              
              Weighted
                Average
                Exercise
                Price***Warrants***$0.60
              
              
              250,000
              
              
              4.98
              
              $
              0.60
              
              
              250,000
              
              $
              0.60$0.75
              
              
              54,000
              
              
              4.13
              
              $
              0.75
              
              
              54,000
              
              $
              0.75$1.00
              
              
              250,000
              
              
              0.98
              
              $
              1.00
              
              
              250,000
              
              $
              1.00$6.00
              
              
              166,667
              
              
              3.01
              
              $
              6.00
              
              
              166,667
              
              $
              6.00720,667
              
              
              3.07
              
              $
              2.64
              
              
              720,667
              
              $
              2.00
  F-19





**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)





Stock
      Option Plan




In
      April 2006 we adopted a Stock Option Plan, which we refer to as the "Plan,"
      which provides for the grant of stock options intended to qualify as "incentive
      stock options" and "nonqualified stock options" (collectively "stock options")
      within the meaning of Section 422 of the United States Internal Revenue
      Code of 1986 (the "Code"). Stock options may be issued to any of our officers,
      directors, key employees or consultants.




Under
      the
      Plan, we have reserved 7.5 million shares underlying stock options for
      issuance, of which 4,622,334 options have been granted to executive officers,
      employees and consultants at prices ranging from $0.025 to $6.75 per share.
      The
      Plan is administered by the full Board of Directors, who determine which
      individuals shall received stock options, the time period during which the
      stock
      options may be exercised, the number of shares of common stock that may be
      purchased under each stock option and the stock option price.




The
      per
      share exercise price of incentive stock options may not be less than the fair
      market value of the common stock on the date the option is granted. The
      aggregate fair market value (determined as of the date the stock option is
      granted) of the common stock that any person may purchase under an incentive
      stock option in any calendar year pursuant to the exercise of incentive stock
      options will not exceed $100,000. No person who owns, directly or indirectly,
      at
      the time of the granting of an incentive stock option, more than 10% of the
      total combined voting power of all classes of our stock is eligible to receive
      incentive stock options under the Plan unless the stock option price is at
      least
      110% of the fair market value of the common stock subject to the stock option
      on
      the date of grant.




No
      incentive stock options may be transferred by an optionee other than by will
      or
      the laws of descent and distribution, and, during the lifetime of an optionee,
      the stock option may only be exercisable by the optionee. Except as otherwise
      determined by the Board of Directors, stock options may be exercised only if
      the
      stock option holder remains continuously associated with us from the date of
      grant to the date of exercise. The exercise date of a stock option granted
      under
      the Plan may not be later than ten years from the date of grant. Any stock
      options that expire unexercised or that terminate upon an optionee's ceasing
      to
      be employed by us will become available once again for issuance. Shares issued
      upon exercise of a stock option will rank equally with other shares then
      outstanding. No stock options will be granted by us at an exercise price less
      than 85% of the fair market value of the stock underlying the option on the
      date
      the option is granted. During the years ended June 30, 2005 and 2006, there
      were
      options granted to purchase up to none and 460,000 shares of common stock.




There
      also remain outstanding stock options inherited from another stock option plan
      of the predecessor company which were issued to employees, directors and
      consultants of the predecessor company.





F-20


**BRENDAN
        TECHNOLOGIES, INC.**
 Notes
        to
        the Consolidated Financial Statements (Continued)




A
      summary
      of the status of the options granted under the Company’s 2000 stock option plan
      and other agreements at June 30, 2006 and 2005, and changes during the years
      then ended is presented below:




The
      Company estimates the fair value of each stock option at the issuance date
      by
      using the Black-Scholes option-pricing model with the following weighted-average
      assumptions used for the year ended June 30, 2006: dividend yield of zero
      percent; expected volatility of 37%, risk-free interest rates of 4.84%; and
      expected lives of 5 years.


OptionsShares
              
              Weighted
                Average
                Exercise
                PriceOutstanding,
                  December 31, 2004
              
              
              960,000
              
              $
              1.25Outstanding,
                  June 30, 2005
              
              
              960,000
              
              
              1.25Post
                  Merger options at 4 for 1
              
              
              3,840,000
              
              
              0.31Granted
              
              
              460,000
              
              
              0.68Predecessor
                  options outstanding
              
              
              322,334
              
              
              3.13Outstanding,
                  June 30, 2006
              
              
              4,622,334
              
              
              0.55Exercisable,
                  June 30, 2005
              
              
              660,000
              
              $
              0.73Exercisable,
                  June 30, 2006
              
              
              4,472,334
              
              $
              0.54




The
      weighted average grant date fair value of options issued during the year ended
      June 30, 2006 was $0.28.





A
      summary
      of the status of the options granted under the stock option plan and other
      agreements at June 30, 2006, are presented in the table below:


Outstanding
              
              ExercisableRange
                  of
                Exercise
                Prices
              
              Number
                Outstanding
              
              Weighted
                Average
                Remaining
                Contractual
                Life
              
              Weighted
                Average
                Exercise
                Price
              
              Number
                Exercisable
              
              Weighted
                Average
                Exercise
                Price***Options***$0.025
              
              
              1,520,000
              
              
              4.77
              
              $
              0.03
              
              
              1,520,000
              
              $
              0.03$0.125
              
              
              920,000
              
              
              4.77
              
              $
              0.13
              
              
              920,000
              
              $
              0.13$0.64
              
              
              300,000
              
              
              4.77
              
              $
              0.64
              
              
              150,000
              
              $
              0.64$0.75
              
              
              1,560,000
              
              
              4.77
              
              $
              0.75
              
              
              1,560,000
              
              $
              0.75$3.00-6.75
              
              
              322,334
              
              
              0.71
              
              $
              3.13
              
              
              322,334
              
              $
              3.134,622,334
              
              
              4.48
              
              $
              0.55
              
              
              4,472,334
              
              $
              0.55




F-21




**BRENDAN
      TECHNOLOGIES, INC.**


Notes
      to
      the Consolidated Financial Statements (Continued)





**Note
      11- Income Taxes**





The
      Company accounts for income taxes in accordance with Statement of Financial
      Accounting Standards No. 109. SFAS No. 109 requires the Company to provide
      a net
      deferred tax asset or liability equal to the expected future tax benefit or
      expense of temporary reporting differences


between
      book and tax accounting and any available operating loss or tax credit
      carryforwards.





The
      temporary differences gave rise to the following deferred tax asset
      (liability):


June
                  30,2006
              
              2005Allowance
                  for bad debts
              
              $
              2,000
              
              $
              2,000Valuation
                  of stock options and warrants
              
              
              33,000
              
              
              -Accrued
                  wages
              
              
              274,000
              
              
              274,000Deferred
                  income
              
              
              31,000
              
              
              25,000Net
                  operating loss carryforwards
              
              
              2,146,000
              
              
              1,848,000Valuation
                  allowance
              
              
              (2,486,000
              )
              
              (2,149,000
              )Net
                  deferred tax asset
              
              $
              -
              
              $
              -





As
      of
      June 30, 2006, a valuation allowance equal to the net deferred tax asset
      recognized has been recorded, as Management has not determined that it is more
      likely than not that the deferred tax


asset
      will be realized. No current tax provision was recorded for the year ended
      June
      30, 2006 and the transition period ended June 30, 2005 due to reported losses.
      The valuation allowance increased $337,000 from the prior period.





At
      June
      30, 2006, the Company has federal net operating loss carryforwards of
      approximately $5,387,000 that expire from 2017 through 2025 and are subject
      to
      certain limitations under the Internal Revenue Code of 1986, as amended, and
      state net operating loss carryforwards of approximately $4,936,000 that expire
      from 2010 through 2015.





**Note
      12- Subsequent Events**





In
      July
      2006 the Company issued an 8% convertible debenture with attached common stock
      purchase warrants for $1,000,000 ($900,000 net of costs) to one institutional
      investor. If not converted to common stock, the debenture will mature in two
      years. The debenture can be converted into 2,000,000 shares of common stock
      at a
      fixed conversion price of $0.50 per share. The attached common stock purchase
      warrants have exercise prices of $0.60 per share for 2,000,000 shares which
      expires in five years and $1.00 per share for 2,000,000 shares which expires
      in
      one year.





Also
      during July 2006, the Company paid in full a $125,000 note payable which had
      been in default.





F-22




**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





BRENDAN
      TECHNOLOGIES., INC.


a
      Nevada
      corporation





By : 
      /s/ JOHN R. DUNN II





John
      R.
      Dunn II


Chief
      Executive Officer





Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated:


Signature
              
              Title
              
              Date/s/
                  JOHN R. DUNN II
              
              Chief
                  Executive Officer,
              
              October
                  13, 2006John
                  R. Dunn II
              
              President
                  and Director/s/
                  GEORGE DUNN
              
              Chief
                  Operating Officer and Secretary,
              
              October
                  13, 2006George
                  Dunn/s/
                  LOWELL W. GIFFHORN
              
              Chief
                  Financial Officer (Principal
              
              October
                  13, 2006Lowell
                  W. Giffhorn
              
              Accounting
                  Officer) and Director/s/
                  THEO VERMAELEN
              
              Director
              
              October
                  13, 2006Theo
                  Vermaelen/s/
                  STEVEN EISOLD
              
              Director
              
              October
                  13, 2006Steven
                  Eisold/s/
                  JASON BOOTH
              
              Director
              
              October
                  13, 2006Jason
                  Booth




F-23