UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(X
      )
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF
      1934





For
      the quarterly period ended December 31,
2009





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





For
      the transition period form April 1,2009 to December
  31,2009Commission
      File number    000-53318





BRAND
NEUE CORP.


(Exact
name of registrant as specified in its charter)





Nevada
            
            98-0560939(State
      or other jurisdiction of incorporation or organization)
            
            (IRS
      Employer Identification No.)





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





(479)
      845-0109(Registrant’s
      telephone number, including area
code)





QELE
      RESOURCES INC.
              Lot 25, Mananikorovatu Road,
      8 Miles Makoi, Nausori, Fiji(Former
      name, former address and former fiscal year, if changed since last
      report)





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





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





Large
accelerated
filer   [   ]                                                                                                           Accelerated
filer         [   ]





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





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)


Yes
[  ]   No   [X]





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PROCEDING FIVE YEARS





Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.  Yes□No □





APPLICABLE
ONLY TO CORPORATE ISSUERS




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





February
5, 2010: 24,371,905 common shares











INDEX





Page
              NumberPART
      1.
            FINANCIAL
      INFORMATIONITEM
      1.
            Financial
      Statements (unaudited)
            3Balance
      Sheet as at December 31, 2009 and March 31, 2009
            4Statement
      of Operations
              For
      the three and nine months ended December 31, 2009 and 2008 and from
      Inception (March 15, 2007) to December 31, 2009
            5Statement
      of Cash Flows
              For
      the nine months ended December 31, 2009 and 2008 and from Inception (March
      15, 2007) to December 31, 2009
            6Notes
      to the Financial Statements.
            7ITEM
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            11ITEM
      3.
            Quantitative
      and Qualitative Disclosure about Market Risk
            23ITEM
      4.
            Controls
      and Procedures
            24ITEM
      4T
            Controls
      and Procedures
            24PART
      11.
            OTHER
      INFORMATION
            24ITEM
      1.
            Legal
      Proceedings
            24ITEM
      1A
            Risk
      Factors
            25ITEM
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            29ITEM
      3.
            Defaults
      Upon Senior Securities
            29ITEM
      4.
            Submission
      of Matters to a Vote of Security Holders
            29ITEM
      5.
            Other
      Information
            29ITEM
      6.
            Exhibits
            30SIGNATURES.
            31





2








PART
1 – FINANCIAL INFORMATION













ITEM
1.   FINANCIAL STATEMENTS













The
accompanying balance sheets of Brand Neue Corp. (formerly Qele Resources Inc.)
(Development stage company) at December 31, 2009 (with comparative figures as at
March 31, 2009) and the statement of operations for the three and nine months
ended December 31, 2009 and 2008 and from inception  (March 15, 2007)
to December 31, 2009, and the statement of cash flows for the nine months ended
December 31, 2009 and 2008 and from inception (March 15, 2007) to December 31,
2009 have been prepared by the Company’s management in conformity with
accounting principles generally accepted in the United States of
America.  In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a normal recurring
nature.





Operating
results for the three and nine months ended December 31, 2009 are not
necessarily indicative of the results that can be expected for the year ending
March 31, 2010.








































3




BRAND
NEUE CORP.


(Formerly
Qele Resources Inc.)


(Development
Stage Company)





BALANCE
SHEETS





(Unaudited-
Prepared by Management)





December
      31
              2009
            
            
            March
      31
              2009ASSETSCurrent
      AssetsCash
            
            $
            52
            
            
            $
            252Total
      Current Assets
            
            $
            52
            
            
            $
            252LIABILITIES
      AND STOCKHOLDERS’ DEFICENCYCurrent
      LiabilitiesAccounts
      Payable
            
            $
            23,903
            
            
            $
            14,664Accounts
      payable – related parties
            
            
            52,995
            
            
            
            9,505Total
      Current Liabilities
            
            $
            76,898
            
            
            $
            24,169STOCKHOLDERS’DEFICIENCY500,000,000
      Common Shares Authorized with a
              Par Value of $0.001 per
      Share
              24,371,905
      Shares Issued
            
            
            24,372
            
            
            
            24,372Capital
      in Excess of Par Value
            
            
            39,103
            
            
            
            27,403Accumulated
      deficit during pre-exploration stage
            
            
            (140,321
            )
            
            
            (75,692
            )Total
      Stockholders’ Deficiency
            
            
            (76,846
            )
            
            
            (23,917
            )TOTAL
      LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
            
            $
            52
            
            
            $
            252





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







4


BRAND
NEUE CORP.


(Formerly
Qele Resources Inc.)


(Development
Stage Company)





Statements
of Operations


(Unaudited-
Prepared by Management)





For the
three and nine months ended December 31, 2009 and 2008 and for the period from
March 15, 2007 (date of inception) to December 31, 2009





Three
              months
              ended
              December
      31,
              2009
            
            
            Three
              months
              ended
              December
      31,
              2008
            
            
            Nine
              months
              ended
              December
              31,
              2009
            
            
            Nine
              months
              ended
              December
              31,
              2008
            
            
            From
      March
              15,
      2007
              (date
      of
              inception)
              to
      Dec. 31,
              2009REVENUES
            
            $
            -
            
            
            $
            -
            
            
            $ _ -
            
            
            $
            -
            
            
            $
            -EXPENSESAccounting
      and audit
            
            
            6,125
            
            
            
            2,760
            
            
            
            13,325
            
            
            
            8,438
            
            
            
            34,293Bank
      Charges
            
            
            18
            
            
            
            21
            
            
            
            125
            
            
            
            95
            
            
            
            403Edgarizing
            
            
            394
            
            
            
            368
            
            
            
            1,182
            
            
            
            2,258
            
            
            
            3,964Exploration
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            11,172Filing
      fees
            
            
            879
            
            
            
            -
            
            
            
            879
            
            
            
            187
            
            
            
            1,816Incorporation
      costs
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            750Legal
            
            
            -
            
            
            
            -
            
            
            
            7,495
            
            
            
            5,500
            
            
            
            22,226Management
      fees
            
            
            11,000
            
            
            
            3,000
            
            
            
            17,000
            
            
            
            9,000
            
            
            
            32,000Office
            
            
            8,153
            
            
            
            429
            
            
            
            8,577
            
            
            
            822
            
            
            
            10,109Rent
            
            
            13,621
            
            
            
            600
            
            
            
            14,821
            
            
            
            1,800
            
            
            
            17,821Telephone
            
            
            300
            
            
            
            300
            
            
            
            900
            
            
            
            900
            
            
            
            2,400Transfer
      agent fees
            
            
            -
            
            
            
            1,200
            
            
            
            325
            
            
            
            1,992
            
            
            
            3,367NET
      LOSS FROM OPERATIONS
            
            $
            (40,490
            )
            
            $
            (8,678
            )
            
            $
            (64,629
            )
            
            $
            (30,992
            )
            
            $
            (140,321
            )NET
      LOSS PER COMMON
              SHAREBasic
      and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )AVERAGE
      OUTSTANDING
              SHARESWeighted
      Average Number of Common Shares
            
            
            24,371,905
            
            
            
            24,371,905
            
            
            
            24,371,905
            
            
            
            24,371,905








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


5




BRAND
NEUE CORP.


(Formerly
Qele Resources Inc.)


(Development
Stage Company)





STATEMENTS
OF CASH FLOWS


(Unaudited-
Prepared by Management)








For the
      nine
              months
      ended
              December 31, 2009
            
            
            For
      the nine
              months
      ended
              December 31, 2008
            
            
            From
      inception
              (March
      15, 2007)
              to
              December 31, 2009CASH
      FLOWS FROM OPERATING
              ACTIVITIES:Net
      Income (Loss)
            
            $
            (64,629
            )
            
            $
            (30,992
            )
            
            $
            (140,321
            )Adjustments
      to reconcile net loss to net cash provided by operating
      activities:Capital
      contributions – expenses
            
            
            11,700
            
            
            
            11,700
            
            
            
            31,200Changes
      in accounts payable
            
            
            9,239
            
            
            
            2,059
            
            
            
            23,903Net
      Cash  Provided (Used) in Operations
            
            
            (43,690
            )
            
            
            (17,233
            )
            
            
            (85,218
            )CASH
      FLOWS FROM INVESTING
              ACTIVITIES:
            
            
            -
            
            
            
            -
            
            
            
            -CASH
      FLOWS FROM FINANCING
              ACTIVITIESProceeds from loan from related
      party
            
            
            43,490
            
            
            
            846
            
            
            
            52,995Proceeds from issuance of common
      stock
            
            
            0
            
            
            
            0
            
            
            
            32,275Net
      Cash provided from Financing
              Activities
            
            
            43,490
            
            
            
            846
            
            
            
            85,270Net
      Increase (Decrease) in Cash
            
            
            (200
            )
            
            
            (16,387
            )
            
            
            52Cash
      at the Beginning of Period
            
            
            252
            
            
            
            16,710
            
            
            
            0Cash
      at end of Period
            
            $
            52
            
            
            $
            323
            
            
            $
            52











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





6


BRAND
NEUE CORP.


(Formerly
Qele Resources Inc.)


(Development
Stage Company)


Notes
to the Financial Statements


December
31, 2009


(Unaudited-
Prepared by Management)





1.           ORGANIZATION




Brand
Neue Corp. (formerly Qele Resources Inc.) was organized under the laws of the
State of Nevada on March 15, 2007 with the authorized capital stock of
500,000,000 shares at $0.001 par value.





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





On July
10, 2009, the Company’s Articles of Incorporation were amended to change its
name from “Qele Resources, Inc.” to “Brand Neue Corp.”.





Brand
Neue Corp. through an innovative option agreement owns the patens, and exclusive
licensing, manufacturing, marketing and distribution rights to the Gizmo
Closure, in the 15 world markets identified and occupied by the leading retail
company Walmart. The Brand Neue licensing agreement for the Gizmo Closure
includes exclusive worldwide rights for women’s drinks, children’s drinks,
protein drinks, naturally sweetened drinks, organic energy drinks, pet drinks,
pet water, fruit drinks, vegetable drinks, spice teas, fruit teas, enhanced
waters, alcoholic beverages and coffee beverages, with non-exclusive rights for
regular and green teas.





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES




Accounting
Methods




The
Company recognizes income and expenses based on the accrual method of
accounting.





Dividend
Policy




The
Company has not yet adopted a policy regarding payment of
dividends.





Basic and Diluted Net
      Income (loss) Per Share




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





Evaluation of Long-Lived
Assets




The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.


7




BRAND
NEUE CORP.


(Formerly
Qele Resources Inc.)


(Development
Stage Company)


Notes
to the Financial Statements


December
31, 2009


(Unaudited-
Prepared by Management)





2.          
  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Income
Taxes




The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed.   An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.




On
December 31, 2009 the Company had a net operating loss carry forward of $140,321
for income tax purposes.  The tax benefit of approximately $42,000
from the loss carry forward has been fully offset by a valuation reserve because
the future tax benefit is undeterminable since the Company is unable to
establish a predictable projection of operating profits for future
years.  Losses will expire during 2030.





Foreign Currency
Translations




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





Revenue
Recognition




Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.





Advertising and Market
Development




The company expenses advertising and
market development costs as incurred.





Financial
Instruments




The
carrying amounts of financial instruments are considered by management to be
their fair value due to their short term maturities.











8


BRAND
NEUE CORP.


(Formerly
Qele Resources Inc.)


(Development
Stage Company)


Notes
to the Financial Statements


December
31, 2009


(Unaudited-
Prepared by Management)





2.          
  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Estimates and
Assumptions




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





Statement of Cash
Flows




For
      the purposes of the statement of cash flows, the Company considers all
      highly liquid investments with a maturity of three months or less to be
      cash equivalents.





Environmental
      Requirements




At
      the report date environmental requirements related to the mineral claim
      acquired are unknown and therefore any estimate of any future cost cannot
      be made.





Recent Accounting
Pronouncements




The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.





3.           
 CAPITAL
STOCK





On June
18, 2009, the directors of the Company approved a resolution to split the common
shares of the Company on the basis of the issuance of 59 new shares for one
existing share of common stock presently held.   As a result of
this stock split every one outstanding share of common stock was increased to
sixty shares of common stock.   As at December 31, 2009, there
were 156,330,000 post split common shares issued and
outstanding.   The 156,330,000 post split common shares are shown
as increased from the date of inception.





As of
June 30, 2009, there were 156,330,000 post stock split common shares issued
including 120,000,000 post stock split common shares issued for a total of
$2,000 and 36,330,000 post stock split common shares issued for a total of
$30,275.





On
September 11, 2009, 131,958,095 post split common shares were returned to
treasury for cancellation, due to being originally issued in error. As at
December 31, 2009, there were 24,371,905 post split common shares outstanding.
The 24,371,905 post split common shares are shown as split stock the date of
inception.





9


BRAND
NEUE CORP.


(Formerly
Qele Resources Inc.)


(Development
Stage Company)


Notes
to the Financial Statements


December
31, 2009


(Unaudited-
Prepared by Management)





4.           
 SIGNIFICANT TRANSACTIONS WITH RELATED PARTY





Officers-directors
and their families have acquired 3% of the common stock issued and have made no
interest, demand loans to the Company of $52,995 and have made contributions to
capital of $31,200 in the form of expenses paid for the Company.





5.        
    GOING CONCERN





The
Company intends to seek business opportunities that will provide a
profit.  However, the Company does not have the working capital
necessary to be successful in this effort and to service its debt, which raises
substantial doubt about its ability to continue as a going concern.





Continuation
of the Company as a going concern is dependent upon obtaining additional working
capital and the management of the Company has developed a strategy, which it
believes will accomplish this objective through additional loans from related
parties, and equity funding, which will enable the Company to operate for the
coming year.





6.  SUBSEQUENT
EVENTS





The
Company has evaluated subsequent events from the balance sheet date through
January 31, 2010 and has found no material subsequent events to
report.





























10


ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
following discussion and analysis should be read in conjunction with Brand Neue
Corp’s (“Brand Neue”, “we” or “us”) financial statements and the notes related
thereto. The discussion of results, causes and trends should not be construed to
infer conclusions that such results, causes or trends necessarily will continue
in the future.




The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.





Our
Business




We were
incorporated under the laws of the State of Nevada on March 15, 2007 (date of
inception) under the name of Brand Neue Corp.  Our fiscal year end is
March 31. From inception, our operations have been primarily limited to
organizing our company and acquiring our mineral claim.  Our principal
office is located at 105 S.E. Executive Drive. Suite 13.Bentonville,
Arkansas,72712.  Our telephone is (479)845-0109.   We
do not have any subsidiaries, affiliated companies or joint venture
partners.





The
Company is a product innovation company dedicated to globally sourcing,
developing, marketing, licensing and distributing innovative new products to
global food service, retail, manufacturing, and industrial application clients
worldwide.





Our
mineral property, the Levuka Gold Claim (hereinafter the “Levuka Claim”). In
2007, we acquired a 100% interest in Levuka (Mining Tenement 1410) that was
staked to cover gold zones within the similar Tavua Volcanic Group of rocks that
host zones that were mined at Navua Gold Mine. The tenement is located 38
kilometers south-east of Ovalau, Fiji.


Levuka
project consists of 1 unpatented mineral claim, located 38 kilometers South-east
of the island of Ovalau, Fiji at UTM co-ordinates Latitude 18°13’00”S and
Longitude 178°10’00”E.





The
mineral claim was assigned to our Company by Takei Enterprises Inc. and the said
assignment was filed with the Mineral Resources Department of the Ministry of
Energy and Mineral Resources of the Government of the Republic of
Fiji.


There are
no known environmental concerns or parks designated for any area contained
within Levuka. Luveka has no encumbrances.  As advanced exploration
proceeds there may be bonding requirements for reclamation.





We have
purchased a 100% interest in the property.





We
recently commenced our Phase I exploration work on the Levuka Claim.We have funds sufficient
to complete only Phase 1 of a two-phase exploration program, recommended by our
professional geologist, for the Levuka Claim.  We anticipate
completing Phase I during 2010.





Exploration
for minerals is a speculative venture necessarily involving substantial
risk.  The expenditures to be made by us on our exploration program
may not result in the discovery of commercially exploitable reserves of valuable
minerals.  The probability of a mineral claim ever having commercially
exploitable reserves is extremely remote, and in all probability our mineral
claims do not contain any reserves.  Any funds spent on the
exploration of these claims will probably be lost.  If we are unable
to find reserves of valuable minerals or we cannot remove the


11


minerals
because we either do not have the capital to do so, or because it is not
economically feasible to do so, then we will cease operations and you will lose
your investment.





We
anticipate that any additional funding that we require will be in the form of
equity financing from the sale of our common stock.  There is no
assurance, however, that we will be able to raise sufficient funding from the
sale of our common stock.  The risky nature of this enterprise and
lack of tangible assets places debt financing beyond the credit-worthiness
required by most banks or typical investors of corporate debt until such time as
an economically viable mine can be demonstrated.  We do not have any
arrangements in place for any future equity financing.  If we are
unable to secure additional funding, we will cease or suspend
operations.  We have no plans, arrangements or contingencies in place
in the event that we cease operations.





If, on
the advice of our independent consulting geologist, we discontinue our
exploration of the Levuka Claim, we may seek to acquire other natural resource
exploration properties.  Any such acquisition(s) will involve due
diligence costs in addition to the acquisition cost.  We will also
have an ongoing obligation to maintain our periodic filings with the appropriate
regulatory authorities, which will involve legal and accounting
costs.  In the event that our available capital is insufficient to
acquire an alternative resource property and sustain minimum operations, we will
need to secure additional funding or else we will be compelled to discontinue
our business.





We have
earned no revenue since inception.  From March 15, 2007 (inception)
through December 31, 2009, we incurred a net loss of
$140,321.  Further losses are anticipated in the development of our
business.  We have limited financial resources and require additional
financing to fund our operations.  These factors raise substantial
doubt about our ability to continue as a going concern.  Our ability
to achieve and maintain profitability and positive cash flow is dependent upon
our ability to locate commercially exploitable reserves of valuable
minerals.





Our
officers and directors have only recently become interested in natural resource
exploration.  None of them has any professional training nor technical
credentials in the exploration, development, or operation of
mines.  We therefore intend to retain qualified persons on a contract
basis to perform the exploration of the property as needed.  We do not
have any verbal or written agreement regarding the retention of any qualified
engineer or geologist for our exploration program It is estimated that the
completion to the exploration program set forth above in the Sharma Report,
prepared for us by Robert Sharma, Professional Geologist, will take
approximately 20 days to complete at a cost of $25,630.  This cost
included geological mapping of Levuka surface ($4,697), geophysical surveying
($6,173) and taking of geochemical soil and rock samples
($14,760).  The object of this exploration program is to determine the
mineral structure of Levuka by mapping, surveying and taking rock and soil
samples for assaying.   The information from this work will allow
us to determine what types of minerals are on Levuka, and especially gold, and
where there are higher concentration of minerals.  The criteria in
making a decision to continue our exploration activities will be based upon
these results and the knowledge that Levuka has had very little exploration work
done on it in the past.  If the results are not favourable the Board
of Directors, in conjunction with the recommendations of Robert Sharma, will
consider other areas within Levuka to explore.  Until the majority of
Levuka is explored and tested by assaying, the Board of Directors is reluctant
to abandon Levuka.








The
Company executives have been refining and perfecting its flagship product, the
German-manufactured, pressure-charged “Gizmo” Closure (“Gizmo”) for beverages
and liquids. The


12


Company
through an innovative option agreement owns the patents, and exclusive
licensing, manufacturing, marketing and distribution rights to the Gizmo
Closure.





We
currently have no employees other than our two officers/directors, each of whom
will only be devoting approximately eight hours per week, to our
operations.  We do not intend to hire any employees for the next
twelve months and unless and until we have proven mineral reserves.





Adi Muljo
and Ashmi Deo, our sole officers and directors, control us since they own,
collectively, approximately 3% of our voting stock.





DESCRIPTION
OF BUSINESS AND PROPERTY


General




The
Company was incorporated under the laws of the State of Nevada on March 15, 2007
under the name of Brand Neue Corp.(formerly Qele Resources
Inc.).   The Company does not have any subsidiaries, affiliated
companies or joint venture partners.





We have
not been involved in any bankruptcy, receivership or similar proceedings since
inception nor have we been party to a reclassification, merger, consolidation,
or purchase or sale of a significant amount of assets not in the ordinary course
of business.  We are an exploration stage company engaged in the
search for mineral deposits that demonstrate economic feasibility. Specifically,
we plan to complete Phase I of our exploration program, described below, during
the 2010.  We do not foresee any circumstances that would cause us to
alter our current business plan within the next twelve months.





We
purchased a 100% interest in Levuka from Takei Enterprises Inc, an unrelated
company, with offices in Suva, Fiji. Levuka consists of one - 9 unit claim block
containing 83.4 hectares which has been staked and recorded with the Mineral
Resources Department of the Ministry of Energy and Mineral Resources of the
Government of the Republic of Fiji.


Other
than Levuka we do not own any other mineral property.





We do not
own our own office space but we use the office of Deborah Appana, our former
President and current director.   Our Directors feel the space we
are using is sufficient for our needs at this time.   We
currently have no investment policies as they pertain to real estate, real
estate interest or real estate mortgages.





Until
recently our activities had been confined to the organizational matters
described below.





Business
Development of Issuer since Inception




We raised
initial capital from investors.  The number and price per share
subscribed for, after the reflection of the stock split, was as
follows,







Number
      of Shares
              after stock split
            
            
            AmountDirectors
      and Officers
            
            
            775,000
            
            
            $
            2,000Other
      shareholders
            
            
            23,596,905
            
            
            
            30,27524,371,905
            
            
            $
            32,275





13


Since our
initial sale of the above noted shares we have not raised any other
capital.





We have
authorized share capital of 500,000,000 common shares with a par value of $0.006
per share of which 24,371,905 post stock split common shares are issued as at
December 31, 2009.







Business




We are
presently in the pre-exploration stage. We intend to undertake exploration work
on the Levuka Claim, located in 38 kilometers south-east of Ovalau,
Fiji.





We do not
have any ore body and there is no assurance that mineralized material with any
commercial value exits on our property.   We have not generated
any revenues from our operations.





Mineral
exploration is typically conducted in phases.  Each subsequent phase
of exploration work is recommended by a geologist based upon the results of the
most recently completed phase of exploration.





To date,
we have not conducted any significant exploration work on the Levuka
Claim.  We hope to have funds sufficient to complete Phase 1 of a
two-phase exploration program recommended for the Levuka Claim.  Our
Phase I work is exploratory in nature.  There can be no assurance that
a commercially viable mineral deposit, an ore reserve, exists on the Levuka
Claim or can be shown to exist unless and until sufficient and appropriate
exploration work is carried out and a comprehensive evaluation of such work
concludes economic and legal feasibility.   Such work could take
many years of exploration and would require expenditure of very substantial
amounts of capital, capital we do not presently have and may never be able to
raise.





The
Restructuring comes as the Company prepares announce new product and other
corporate developments. Meanwhile, the Company executives have been refining and
perfecting its flagship product, the German-manufactured, pressure-charged
“Gizmo” Closure (“Gizmo”) for beverages and liquids. The Company, through an
innovative option agreement, owns the patents, and exclusive licensing,
manufacturing, marketing and distribution rights to the Gizmo Closure, in the 15
world markets identified and occupied by the leading retail company Walmart. The
Company licensing agreement for the Gizmo Closure inclusive worldwide rights for
women’s drinks, children’s drinks, protein drinks, naturally sweetened drinks,
organic energy drinks, pet drinks, pet water, fruit drinks, vegetable drinks,
spice teas, fruit teas, (vitamin and mineral) enhanced waters (nutraceuticals),
alcoholic beverages and coffee beverages, with non-exclusive rights for regular
and green teas. On January 22, 2010, Brand Neue Corp. entered into a Sales
Agency and Distribution Agreement (the “Agreement”) with Ryanstar Products, LLC
(“Ryanstar”). Under the terms of the Agreement, Ryanstar appointed the Company
as its exclusive marketing, sales and distribution agent under certain
distribution agreements.  The list of such agreements may be amended
or supplemented from time to time upon the mutual agreement of both
parties.





Levuka
Claim




Levuka is
the registered and beneficial owner of a 100% interest in the Levuka Claim,
located in Ovalau, Fiji .





Beneficial
ownership of the Levuka Claim confers the rights to the minerals on the Levuka
Claim.


14





The
principal bedded rocks for the area of Levuka (and for most of Fiji for that
matter) are Volcanic rocks which are exposed along a wide axial zone of a broad
complex.


Gold at
the Tradewinds Gold Mine (which is in close proximity to Levuka) is generally
concentrated within extrusive volcanic rocks in the walls of large volcanic
caldera.





The main
igneous intrusions consist of the Medrausucu consisting of tholetic gabbros,
tonalities and trondjhemites.  Age data indicate that the intrusive
stocks are intermediate in age between Savura Volcanic Group rocks west of the
area and the younger Tertiary Wainimala Group rocks exposed to the
east.





Theoletic
Gabbros, for example, are generally a greenish or dark colored fine to coarse
grained rock. Irregular shaped masses of so called "soda granite" are seen in
both sharp and gradational contact with the diorite. The different phases of
Medrausucu are exposed from north of Levuka to just east of the town of Suva and
are principal host rocks for gold veins at the Tradewinds Gold
Mine.





Location,
Access, Topographic and Physical Environment




Levuka is
accessible from Suva, Fiji by traveling on the country’s only highway system
which for the most part consists of one lane in each direction and by taking an
all weather gravel road. The town of Suva has an experienced work force and will
provide all the necessary services needed for an exploration and development
operation, including police, hospitals, groceries, fuel, helicopter services,
hardware and other necessary items. Drilling companies and assay facilities are
present in Suva.





Levuka
lies at an elevation of 1,292 feet near the southwest end of the Nakanai
Mountain Range. The main mountain idge has a maximum peak of 2,642 feet with
steep east facing slopes.





Tropical
mountain forests grow at lower elevations in the northeast corner of the claim
and good rock exposure is found along the peaks and ridges in the western
portion of the claim. The climate is mild year round with the rainy season
falling from May to October.





Regional,
Local & Property Geology




Gold was
first reported in the area by Fijian and British prospectors over 77 years ago.
Mineral lode claims were recorded in 1925 in the surrounding areas.





Numerous
showings of mineralization have been discovered in the area and six prospects
have achieved significant production, with Navua Gold Mine (32 kilometers away)
producing 135,000 ounces of Gold annually.





During
the 1990’s several properties north of Levuka were drilled by junior mineral
exploration companies.  We have started preparing to conduct
preliminary exploration work on Levuka.


Fiji lies
at the midpoint of opposing Tonga Kermadec and new Hebrides convergence zones,
separated from the actual convergence zones by two extensional back arc basins
which are the North Fiji Basin to the west and the Lau Basin to the east in
addition to a series of transform faults including the Fiji Fracture Zone and
the Matthew Hunter Ridge.  Many of the reconstructions of the past
configuration of the Island is part of the Pacific indicate, however, that Fiji
was not so long ago an integral part of the Pacific “Rim of Fire”; the complex
plate


15


boundary
between Pacific and the Indo Australia plates; a boundary which is well
recognized as the locus of several major world-class porphyry copper gold and
epithermal gold systems.


To the
east of the property is intrusive consisting of rocks such as tonalite,
monzonite, and gabbro while Levuak itself is underlain by the Savura Volcanic
Group sediments and volcanics.  Levuka lies on the Fiji Fracture Zone.
The intrusive also consist of a large mass of granodiorite towards the western
most point of the property.





The
Savura Volcanic Group consists of interlayered chert, argillite and massive
andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain
minor pyrite, ­pyrrhotite.


No
drilling is reported to have ever been done on Levuka.





The
adjacent properties are cited as examples of the type of deposit that has been
discovered in the area and are not major facets to the Sharm
Report.





Recommended
Exploration Work




Previous
exploration work has not to Robert Sharma’s knowledge included any attempt to
drill the structure on Levuka. Records indicate that no detailed exploration has
been completed on Levuka.





The
exploration work undertaken in 2008 was by Thakorlal Geologists resident in
Lautoka, Fiji Island.   Their interpretation results were as
follows:





They sent
samples to six different assaying laboratories which use conventional assaying
methods.  From these results Thakorlal Geologists concluded the
following:





1.
            that
      their testing of multiple grid references of the Levuka Gold Claim
      suggests a high probability of gold throughout the
    property;2.
            that
      further detailed testing be undertaken to verify their findings and to
      establish the areas of highest occurrence of
    mineralization;3.
            that
      their findings appear to be in concert with historical data contained in
      the archives of the Mineral Resources Department of the Ministry of Energy
      and Mineral Resources of the Government of the Republic of Fiji;
      and4.
            that
      the geological report of Robert Sharma was reviewed and they concur with
      the findings contained in his
report.





Thakorlal
Geologists confirmed that the results were reviewed by the Mineral Resources
Department of the Ministry of Energy and Mineral Resources of the Government of
the Republic of Fiji and their senior geologist has, based on his review of
historical data of the area, confirmed Thakorlal Geologists’ results and has
entered them in the archive file held by the Ministry for the Levuka Gold Claim
thereby making these findings accessible to the general public.





We are
not claiming to have any minerals on Levuka at this time.





It is
estimated that the completion to the exploration program set in the Sharma
Report, prepared for us by Robert Sharma, Professional Geologist, will take
approximately 20 days to complete at a cost of $25,630.  This cost
included geological mapping of Levuka surface ($4,697), geophysical surveying
($6,173) and taking of geochemical soil and rock samples
($14,760).  The


16


object of
this exploration program is to determine the mineral structure of Levuka by
mapping, surveying and taking rock and soil samples for
assaying.   The information from this work will allow us to
determine what types of minerals are on Levuka, and especially gold, and where
there are higher concentration of minerals.  The criteria in making a
decision to continue our exploration activities will be based upon these results
and the knowledge that Levuka has had very little exploration work done on it in
the past.  If the results are not favourable the Board of Directors,
in conjunction with the recommendations of Robert Sharma, will consider other
areas within Levuka to explore.  Until the majority of Levuka is
explored and tested by assaying, the Board of Directors is reluctant to abandon
Levuka.





Sharm
Report Recommendations




A two
phased exploration program to further delineate the mineralized system currently
recognized on Levuka is recommended.





The
program would consist of air photo interpretation of the structures, geological
mapping, both regionally and detailed on the area of the main showings,
geophysical survey using both magnetic and electromagnetic instrumentation in
detail over the area of the showings and in a regional reconnaissance survey and
geochemical soil sample surveying regionally to identify other areas on the
claim that are mineralized and in detail on the known areas of mineralization.
The effort of this exploration work is to define and enable interpretation of a
follow-up diamond drill program, so that the known mineralization and the whole
property can be thoroughly evaluated with the most up to date exploration
techniques.





Management
Experience




Our
management has no professional training or technical credentials in the
exploration, development, and operation of mines.  Consequently, we
may not be able to recognize or take advantage of potential acquisition and
exploration opportunities in the sector without the aid of qualified geological
consultants.  Moreover, with no direct training or experience, our
management may not be fully aware of the specific requirements related to
working in this industry.  They may make mistakes in their decisions
and choices that could cause our operations and ultimate financial success to
suffer irreparable harm.





Competitive
Factors




The
mining industry is highly fragmented and we will be competing with many other
exploration companies looking for minerals. We are one of the smallest
exploration companies and are an infinitely small participant in the mineral
exploration business. While we will generally compete with other exploration
companies, there is no competition for the exploration of minerals from our
claim.





We are a
mineral exploration company. We compete with other mineral exploration companies
for financing from a limited number of investors that are prepared to make
investments in junior mineral exploration companies.





The
presence of competing mineral exploration companies may impact on our ability to
raise additional capital in order to fund our exploration programs if investors
are of the view that investments in competitors are more attractive based on the
merit of the mineral properties under investigation and the price of the
investment offered to investors.


17


We will
also be competing with other junior and senior mineral companies for available
resources, including, but not limited to, professional geologists, camp staff,
mineral exploration supplies and drill rigs.





Location
Challenges




We do not
expect any major challenges in accessing the Levuka Claim during the initial
exploration stages.





Regulations




Exploration
activities are subject to various national, state, foreign and local laws and
regulations in the Republic of Fiji, which govern prospecting, development,
mining, production, exports, taxes, labor standards, occupational health, waste
disposal, protection of the environment, mine safety, hazardous substances and
other matters. We believe that we are in compliance in all material respects
with applicable mining, health, safety and environmental statutes and the
regulations passed thereunder in Fiji.




Our
exploration activities are subject to various federal, state and local laws and
regulations governing protection of the environment. These laws are continually
changing and, as a general matter, are becoming more restrictive. Our policy is
to conduct business in a way that safeguards public health and the environment.
We believe that our exploration activities are conducted in material compliance
with applicable laws and regulations. Changes to current local, state or federal
laws and regulations in the jurisdictions where we operate could require
additional capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any,
might be proposed or enacted, additional regulatory requirements could render
certain exploration activities uneconomic.





Employees




We
currently have no employees other than our two officers and directors, who have
not been paid for their services and will not receive compensation from the
proceeds of this offering.  We do not have any employment agreements
with our directors and officers.  We do not presently have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt plans in the future. There are presently no
personal benefits available to our officers and directors.





We do not
intend to hire additional employees at this time. Unaffiliated independent
contractors that we will hire will conduct all of the work on the property. The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on
the economic feasibility of removing the mineralized material.








OUR
COMPANY




We are a
start-up, exploration stage company, have a limited operating history and have
not yet undertaken any exploration activity or generated or realized any
revenues from our sole property, the Levuka Claim.   As our
property is in the early stage of exploration there is no reasonable likelihood
that revenue can be derived from the property in the foreseeable
future.  There can be no assurance that a commercially viable mineral
deposit, an ore reserve, exists on the Levuka Claim or can be shown to exist
unless and until sufficient and appropriate exploration work is carried out and
a comprehensive evaluation of such work concludes economic and
legal




18


feasibility.   Such
work could take many years of exploration and would require expenditure of very
substantial amounts of capital, capital we do not presently have and may never
be able to raise.  We have funds sufficient
to complete only Phase 1 of a three-phase exploration program recommended for
the Levuka Claim.




Our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we begin removing and selling minerals. Accordingly, we must
raise cash from sources other than the sale of minerals found on the Levuka
Claim.  As an exploration stage company we have experienced losses and
we expect to continue to experience losses for the foreseeable
future.   Our only potential source for cash at this time is
investment by others in the Company or loan advances to the Company by our
officers or directors.  We must raise cash to continue our Phase I
exploration program and stay in business.




To meet
our need for cash we must raise additional capital.  We will attempt
to raise additional money through a private placement, public offering or
through loans from our directors and officers.  We have discussed this
matter with our officers and directors. However, our officers and directors are
unwilling to make any commitments as to the amount of money they are prepared to
advance in the future.  At the present time, we have not made any
arrangements to raise additional cash.  We require additional cash to
continue operations.  Such operations could take many years of
exploration and would require expenditure of very substantial amounts of cash,
cash we do not presently have and may never be able to
raise.   If we cannot raise this additional cash we will have to
abandon our exploration activities and go out of business.




We
estimate we will require approximately $494,105in cash over the next
twelve months, including the cost of planned Phase I exploration work for the
Levuka Claim during that period.  Our cash on hand will not enable us
to continue in business for approximately 12 months.  We will need
additional funds either through the sale of additional shares of our common
stock or from advances made by our officers or directors.




Alternatively
we may attempt to interest other companies to undertake exploration work on the
Levuka Claim through joint venture arrangement or even the sale of part of the
Levuka Claim.  Neither of these avenues has been pursued as of the
date of this prospectus.




Since we
do not presently have the requisite funds, we are unable to complete Phase I of
the recommended exploration program until we raise more money or find a joint
venture partner to complete the exploration work.  If we cannot find a
joint venture partner and do not raise more money, we will be unable to complete
any work recommended by our independent professional engineer.  If we
are unable to finance exploration activities, we may have no alternative but to
go out of business.




We do not
intend to hire any employees at this time. Any work undertaken on the property
will be conducted by unaffiliated independent contractors that we will hire. The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on
the economic feasibility of removing the mineralized material.





Limited Operating History; Need for
Additional Capital




To meet
our need for cash we will have to raise money.   Our working
capital position as at December 31, 2009 is a negative amount of
$76,846.   This means we do not have enough
funds


19


on hand
to pay all our creditors other than third party creditors.   We
cannot guarantee we will be successful in our business operations and the
exploration of Levuka as well as meeting our commitment under the license
agreement whereby an estimated amount of $400,000 has to paid on or before
December 31, 2010.   We cannot guarantee we will be able to raise
enough money in the future to stay in business.   Whatever money
we do raise will be used as working capital to meet current and future financial
obligations under the license agreement and to, if possible, explore
Levuka.





Trends




Since we
are in the start-up stage and Levuka has not produced any income, there is a
chance that it never will.  We do not know of any trends, events or
uncertainties that are reasonably expected to have a material impact on income
in the future.





Critical
Accounting Policies




Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an ongoing basis,
management re-evaluates its estimates and judgments.




The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business. Certain conditions, discussed below, currently exists which raise
substantial doubt upon the validity of this assumption. The financial statements
do not include any adjustments that might result from the outcome of the
uncertainty.




Our
intended exploration activities are dependent upon our ability to obtain third
party financing in the form of debt and equity and ultimately to generate future
profitable exploration activity or income from its investments. As of December
31, 2009, we have not generated revenues, and have experienced negative cash
flow from minimal exploration activities. We may look to secure additional funds
through future debt or equity financings. Such financings may not be available
or may not be available on reasonable terms.





Overview




Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred net losses from
operations for the period from inception on March 15, 2007 to December 31, 2009
of $140,321. We did not earn any revenues during the aforementioned
period.





Our
financial statements included in this Form 10-Q have been prepared without any
adjustments that would be necessary if we become unable to continue as a going
concern and are therefore required to realize upon our assets and discharge our
liabilities in other than the normal course of operations.





We are
presently in the exploration stage and there is no assurance that a commercially
viable mineral deposit, a reserve, exits in the Levuka Claim until further
exploration work is done and a


20


comprehensive
evaluation concludes economic and legal feasibility.  Such work could
take many years of exploration and would require expenditure of very substantial
amounts of capital, capital we do not presently have and may never be able to
raise.  To date, we have not conducted any exploration work on the
Levuka Claim.We
have funds sufficient to complete only a portion of Phase 1 of a two-phase
exploration program recommended for the Levuka Claim.Subject to raising the
requisite additional capital we anticipate completing Phase I by the end of
2010.





Planned
Exploration Program




We must
conduct exploration to determine what amounts of minerals exist on the Levuka
Claim and if such minerals can be economically extracted and profitably
processed.




Our
planned exploration program is designed to efficiently explore and evaluate our
property.





Liquidity
and Capital Resources




Since
inception we have raised the capital through private placements of common stock
as follows:





As of
December 31, 2009 our total assets were $52 and our total liabilities were
$76,898, including $52,995 which was owed to related parties.





Including
the cost of completing Phase I exploration program on the Levuka Claim, our
non-elective expenses over the next twelve months, are expected to be as
follows:





Accounting
      and audit
            
            $
            12,000
            
            (a)Bank
      charges
            
            
            72Edgarizing
      expenses
            
            
            2,000
            
            (b)Exploration
      of the Levuka
            
            
            20,630
            
            (c)Filing
      fees
            
            
            250
            
            (d)Licensing
      agreement future payments – estimated
            
            
            400,000
            
            (e)Miscellaneous
            
            
            1,000
            
            (f)Office
            
            
            1,000
            
            (g)Rent
            
            
            31,250
            
            (h)Transfer
      agent
            
            
            2,000
            
            (i)Estimated
      cash required before payment of accounts payable
            
            
            470,202Add:  Accounts
      payable as at December 31, 2009
            
            
            23,903Estimated
      cash required over next twelve months
            
            $
            494,105





(a)
            We
      are estimating $12,000 in accounting and audit.  Our internal
      accountant will charge $8,000 and our independent accountants will charge
      an estimated amount of $4,000.   This will cover the
      examination of the year end financial statements and the various quarterly
      reports which will be required to be
filed.





(b)           Estimated
cost during the year of filing Form 10-Qs and 10-K on the SEC
website.





(c)
            The
      Sharma Report estimated a budget of $25,630 for exploration work on
      Levuka.  Prior to March 31, 2008 we advanced $5,000 to commence
      work.  As mentioned elsewhere in this Form 10-Q certain
      exploration work was performed on the Levuka mineral
  claim.





(d)           Filing
of Annual Report with the State of Nevada.


21





(e)
            Under
      the licensing agreement dated June 24, 2009, Brand Neue is required to
      make an estimated payment of $400,000 on or before December 31,
      2010.


(f)
              Estimated amount of future expenses which management is
      unaware of at this time.
 (g)
                Office
      expenses will comprise photocopying, delivery, fax and general office
      supplies.
 (h)
                  Rent
      will be paid $2,604.16 per month.


(i)
            Annual
      fee paid to the transfer agent and estimated cost of preparation of share
      certificates.





The above
estimated cash requirements for the next twelve months does not reflect an
outlay of funds for management fee, rent and telephone.  Management to
date has taken no fees for their services and will continue with this policy
until such time as we have sufficient funds on hand to warrant such an expense
or a decision is made to cease exploration activities on Levuka and proceed to
develop a proven ore reserve, if ever.





Our
future operations are dependent upon our ability to obtain third party financing
in the form of debt and equity and ultimately to generate future profitable
operations. As of December 31, 2009, we have not generated revenues, and have
experienced negative cash flow from operations. We may look to secure additional
funds through future debt, equity financings or advances from our officers and
directors. These sources of financing may not be available or may not be
available on reasonable terms.





Six
months ended December 31, 2009




We
incurred expenses of $64,629 for the nine months ended December 31,
2009:




Expenses
            
            For
      the six
              months
      ended December 31, 2009Accounting
      and Audit Fees
            
            $
            13,325Bank
      Charges
            
            
            125Edgaring
            
            
            1,182Filing
            
            
            879Legal
            
            
            7,495Management
      fees (1)
            
            
            17,000Office
            
            
            8,577Rent
      (1)
            
            
            14,821Telephone
      (1)
            
            
            900Transfer
      agent fees
            
            
            325Total
            
            $
            64,629





(1) The
Company does not pay its directors or officers for the service they render to
the Company, including the provision of office space and telephone. However,
since October 1, 2007 the company has accrued as expenses (i) $1,000/month on
account of management fees; (ii) $200/month for rent and, (iii) $100/month for
telephone.  These amounts will never be paid to the directors and
officers in either cash or shares; however they are included for accounting
purposes as expenses and as additions to ‘Capital in Excess of Par Value’ on the
Balance Sheet.


22


Balance
Sheet




Total
cash as at December 31, 2009 was $52.  Our working capital deficiency
as of December 31, 2009 was $76,846.  If amounts owed to related
parties are excluded there is still a working capital deficit of
$52,995.





Our
working capital is attributable to the completion of an initial capital
contribution on March 15, 2007, which raised $2,000, and a private placement on
December 31, 2007, which raised a further $30,275 and funding from our
directors.    No revenue was generated during these
periods.





Total
shareholders’ deficit as of December 31, 2009 was $76,846.  Total
shares outstanding as at December 31, 2009 were 24,371,905.





ITEM
3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET
RISK





Market
Information




There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.





The
number of shares subject to Rule 144 is 156,330,000 post stock split common
shares.   Share certificates representing these shares have the
appropriate legend affixed on them.





There are
no shares being offered to the public other than indicated in our effective
registration statement and no shares have been offered pursuant to an employee
benefit plan or dividend reinvestment plan.





While our
shares are traded on the OTCBB.  Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, we must
remain current in our filings with the SEC; being as a minimum Forms 10-Q and
10-K.  Securities already quoted on the OTCBB that become delinquent
in their required filings will be removed following a 30 or 60 day grace period
if they do not make their filing during that time.





In the
future our common stock trading price might be volatile with wide
fluctuations.  Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:





●
            our
      variations in our operations results, either quarterly or
      annually;●
            trading
      patterns and share prices in other exploration companies which our
      shareholders consider similar to ours;●
            the
      exploration results on the Levuka Gold Claim, and●
            other
      events which we have no control
over.





In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies.  These wide
fluctuations may adversely affect the trading price


23


of our
shares regardless of our future performance.  In the past, following
periods of volatility in the market price of a security, securities class action
litigation has often been instituted against such company.  Such
litigation, if instituted, whether successful or not, could result in
substantial costs and a diversion of management’s attention and resources, which
would have a material adverse effect on our business, results of operations and
financial conditions.





Trends




We are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future.  We are unaware
of any known trends, events or  uncertainties that have had, or are
reasonably likely to have, a material impact on our business or income, either
in the long term of short term, as more fully described under ‘Risk
Factors’.





ITEM
4.                      CONTROLS
AND PROCEDURES





Evaluation of Disclosure
Controls and Procedures





Our Chief
Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of Brand Neue’s controls and procedures (as defined in the
Securities Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the end of
the period of the filing of this quarterly report on Form 10-Q (the “Evaluation
Date”), have concluded that as of the Evaluation Date, Brand Neue’s disclosure
and procedures were adequate and effective to ensure that material information
relating to it would be made known to it by others, particularly during the
period in which this quarterly report on Form 10-Q was being
prepared.





ITEM
4T                      CONTROLS
AND PROCEDURES





Changes in Internal
Controls





There
were no material changes in Brand Neue’s internal controls or in other factors
that could materially affect Brand Neue’s disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions.





PART
11 – OTHER INFORMATION





ITEM
1.                      LEGAL
PROCEEDINGS





There are
no legal proceedings to which Brand Neue or is a party or to which the Levuka
Gold Claim is subject, nor to the best of management’s knowledge are any
material legal proceedings contemplated.








ITEM
1A        RISK FACTORS





ANY INVESTMENT IN OUR COMMON STOCK INVOLVES
A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS
DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FORM 10-Q BEFORE INVESTING IN
OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS OCCUR, OUR
BUSINESS,


24


OPERATING  RESULTS  AND
FINANCIAL CONDITION  COULD  BE  SERIOUSLY
HARMED.  INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT IN OUR
COMPANY.







1.
            Our auditors have issued a
      going concern opinion and we may not be able to achieve our objectives and
      may have to suspend or cease exploration
  activity.






Our
auditors' report on our March 31, 2009 financial statements expressed an opinion
that our Company’s capital resources as of March 31, 2009 are not sufficient to
sustain operations or complete our planned activities for the upcoming year
unless we complete public offering to raise additional
funds.   These conditions raise substantial doubt about our
ability to continue as a going concern.   If we do not obtain
additional funds there is the distinct possibility that we will no longer be a
going concern and will cease to operate which means any persons acquiring shares
in our Company will loss their entire investment.






2.
            Since
      mineral exploration is a highly speculative venture, anyone purchasing our
      stock will likely lose their entire
investment.




Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such
enterprises.  Exploration for minerals is a speculative venture
necessarily involving substantial risk.  The expenditures to be made
by us on our exploration program may not result in the discovery of commercially
exploitable reserves of valuable minerals.  The likelihood of success
must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of our
mineral claim we plan to undertake. The probability of a mineral claim ever
having commercially exploitable reserves is extremely remote, and in all
probability our mineral claim does not contain any reserves.  Any
funds spent on the exploration of this claim will probably be
lost.  Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. We may also become subject to significant liability for
pollution, cave-ins or hazards, which we cannot insure or which we may elect not
to insure.  In such a case, we would be unable to complete our
business plan and our shareholders may lose their entire
investment.




3.
            If
      we don't obtain additional financing our business may
  fail.




Our cash
on hand is definitely not sufficient to complete even Phase I of the proposed
exploration of our mineral claim.  We will need to obtain additional
financing in order to complete our business plan.  As of December 31,
2009, we had cash on hand of $52 against $76,898 in current
liabilities.  Our business plan calls for significant expenses in
connection with the exploration of our mineral property. Phase I of the proposed
exploration program on our claims as recommended by our consulting geologist is
estimated to cost $25,764, $5,000 of which had been advanced during the prior
period.  We will require additional financing in order to complete
Phase II. Under the licensing agreement dated June 24, 2009, Brand Neue Corp. is
required to make an estimated payment of $400,000 on or before December 31,
2010.  Furthermore, if our exploration program is successful in
discovering commercially exploitable reserves of valuable minerals, we will
require additional funds in order to place our mineral claim into commercial
production.  While we do not presently have sufficient information
about the claims to estimate the amount required to place the mineral claims
into commercial production, there is a risk that we may not be able to obtain
whatever financing is required.  Obtaining additional financing will
depend on a number of factors, including market prices for minerals, investor
acceptance of our properties, and investor sentiment.


25


These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us. If we are unsuccessful in obtaining additional financing when
we need it, our business may fail before we ever become profitable and our
shareholders may lose their entire investment.




4.
            It
      is impossible to evaluate the investment merits of our company because we
      have no operating history.




We are a
pre-exploration stage company with no operating history upon which an evaluation
of our future success or failure can be made.  We were incorporated on
March 15, 2007, and have accumulated a net loss of $140,321 against no
revenue.  Thus far, our activities have been primarily limited to
organizational matters, acquiring our mineral claim, obtaining a geology report
and the preparation and filing of a registration statement and completing
various Form 10-Ks and 10-Qs.




5.
            Market
      factors in the mining business are out of our control and so we may not be
      able to profitably sell any minerals that we
  find.




We have
no known ore reserves but even if we are successful in locating commercially
exploitable reserves of valuable minerals, we can provide no assurance that we
will be able to sell such reserves.  Numerous factors beyond our
control may affect the marketability of any minerals discovered. These factors
include fluctuations in the market price of such minerals due to changes in
supply or demand, the proximity and capacity of processing facilities for the
discovered minerals, government regulations, including regulations relating to
prices, taxes, royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. The precise effect of these factors
cannot be accurately predicted, but the combination of these factors may result
in us not receiving an adequate return on invested capital so that our investors
may lose their entire investment.




6.
            If we
      cannot compete successfully with other exploration companies, our
      exploration program may suffer and our shareholders may lose their
      investment.




Many of
the resource exploration stage companies with whom we compete have greater
financial and technical resources than we do. Accordingly, these competitors may
be able to spend greater amounts on acquisitions of properties of merit and on
exploration of their properties. In addition, they may be able to afford greater
geological expertise in the targeting and exploration of resource
properties.  As a result, our competitors will likely have resource
properties of greater quality and interest to prospective investors who may
finance additional exploration and to senior exploration stage companies that
may purchase resource properties or enter into joint venture agreements with
junior exploration stage companies.  This competition could adversely
impact our ability to finance the exploration of our mineral
property.




7.
            Since
      our executive officers do not have technical training or experience in
      starting, and operating a mineral exploration company there is a higher
      risk our business will fail.




Our
executive officers have no experience in mineral exploration and do not have
formal training in geology or in the technical aspects of management of a
mineral exploration company.  This inexperience presents a higher risk
that we will be unable to complete our business plan for the exploration of our
mineral claims. In addition, we will have to rely on the technical services of
others with expertise in geological exploration in order for us to carry out our
planned exploration program. If we are unable to contract for the services of
such individuals, it will make it difficult and may be impossible to pursue our
business


26


plan.
There is thus a higher risk that our operations, earnings and ultimate financial
success could suffer irreparable harm and that our investors will lose all of
their investment.




8.
            We
      may not have access to all of the supplies and materials we need to begin
      exploration which could cause us to delay or suspend exploration
      activity.




Provided
we have sufficient funds to carry out exploration activity, competition and
unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as dynamite, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials as and when we are able to raise the requisite capital.  If
we cannot find the products and equipment we need, we will have to suspend our
exploration plans until we do find the products and equipment we
need.




9.
            Since our
      officers and directors have other business interests, they will be
      devoting approximately eight hours per month to our operations, which may
      result in periodic interruptions or suspensions of
      exploration.




Our
officers have other outside business activities and will only be devoting
approximately eight hours per month to our operations.  As a result,
our operations may be sporadic and occur at times that are convenient to our
officers.  Consequently, our business activities may be periodically
interrupted or suspended.




10.
      Because mineral exploration and development activities are inherently
      risky, we may be exposed to environmental liabilities. If such an event
      were to occur it may result in a loss of your
  investment.




The
business of mineral exploration and extraction involves a high degree of risk.
Few properties that are explored are ultimately developed into production. At
present, the Levuka Claim, our sole property, does not have a known body of
commercial ore. Unusual or unexpected formations, formation pressures, fires,
power outages, labor disruptions, flooding, explosions, cave-ins, landslides and
the inability to obtain suitable or adequate machinery, equipment or labor are
other risks involved in extraction operations and the conduct of exploration
programs. We do not carry liability insurance with respect to our mineral
exploration operations and we may become subject to liability for damage to life
and property, environmental damage, cave-ins or hazards. There are also physical
risks to the exploration personnel working in the rugged terrain of Andhra
Pradesh, often in poor climatic conditions. Previous mining exploration
activities may have caused environmental damage to the Levuka Claim. It may be
difficult or impossible to assess the extent to which such damage was caused by
us or by the activities of previous operators, in which case, any indemnities
and exemptions from liability may be ineffective. If the Levuka Claim is found
to have commercial quantities of ore, we would be subject to additional risks
respecting any development and production activities. Most exploration projects
do not result in the discovery of commercially mineable deposits of
ore.






11.
      Since substantially all of our assets, directors and officers are outside
      the United States it may be difficult for investors to enforce within the
      United States any judgments obtained against us or any of our officers and
      directors.




Substantially
all of our assets are located outside the United States and we do not currently
maintain a permanent place of business within the United States.  We
were incorporated in the State of Nevada and have an agent for service in
Nevada.  Our agent


27


for
service will accept on our behalf the service of any legal process and any
demand or notice authorized by law to be served upon a
corporation.  Our agent for service will not, however, accept service
on behalf of any of our officers or directors.  All of our directors
and officers are residents of India and neither of them have an agent for
service in the United States.  Therefore, it may be difficult for
investors to enforce within the United States any judgments obtained against us
or our officers or directors, including judgments predicated upon the civil
liability provisions of the securities laws of the United States or any state
thereof.




12.
      If we are unable to hire and retain key personnel, we may not be able to
      implement our business plan and our business will
  fail.




We will
compete with other mining companies in the recruitment and retention of
qualified managerial and technical employees.  Our success will be
largely dependent upon our ability to hire highly qualified
personnel.  This is particularly true in highly technical businesses
such as mineral exploration. These individuals may be in high demand and we may
not be able to attract the staff we need.  In addition, we may not be
able to afford the high salaries and fees demanded by qualified personnel, or
may lose such employees after they are hired.  Currently, we have not
hired any key personnel and we do not intend to do so for the next 12 months and
until we have proved mineral reserves.  If we are unable to hire key
personnel when needed, our exploration program may be slowed down or
suspended.





13.
      Our directors and officers own a controlling percentage of voting stock,
      which will allow them to make decisions and effect transactions without
      further shareholder approval.




Our
directors and officers own, collectively, approximately 3% of our outstanding
shares.  Accordingly, these stockholders, as a group, will be able to
control, among other things, the outcome of stockholder votes, including the
election of directors, adoption of amendments to our Bylaws and Articles of
Incorporation and approval of significant corporate transactions such as
mergers.





14. There is a limited public
      market for our shares at the present time and therefore our shareholders
      may never be able to sell their shares which would result in a total loss
      of their investment.




Our
common shares are quoted on the OTC Bulletin Board
(“OTCBB”).   At the present time there is a limited market for
our shares and hence our shareholders might not be able to sell their shares in
an organized market place unless they sell their shares privately.  If
this happens, our shareholders might not receive a price per share which they
might have received had there been a public market for our shares.







15.  Applicable SEC
      rules governing trading of ‘penny stocks’ limit the liquidity of our
      common stock which could make it more difficult for our shareholders to
      sell their shares




As the
shares of our common stock are ‘penny stock’, many brokers are unwilling to
effect transactions in such common stock which can make it difficult for our
shareholders to sell their shares of our common stock if a market develops for
that common stock.





Our
common stock is defined as a ‘penny stock’ pursuant to Rule 3a51-1 pursuant to
the Securities Exchange Act of 1934. Penny stock is subject to Rules 15g-1
through 15g-10


28


of the
Securities Exchange Act of 1934.  Those rules require broker-dealers,
before effecting transactions in any ‘penny stock’, to:








-  Deliver
      to the customer, and obtain a written receipt for, a disclosuredocument;
                -  Disclose
      certain price information about the penny stock;
                -  Disclose
      the amount of compensation received by the broker-dealer or anyassociated
      person of the broker-dealer;
                -  Send
      monthly statements to customers with market and price
      information  about
      the penny stock; and


-  in
      some circumstances, approve the purchasers account pursuant to certain
      standards and deliver written statements to the customer with information
      specified in those rules.





Rather
than comply with those rules, many broker-dealers refuse to enter into penny
stock transactions which may make it more difficult for investors to sell their
shares of our common stock and thereby liquidate their investments.





16.
      We anticipate the need to sell additional shares of our common stock in
      the future meaning that there will be a dilution to our existing
      shareholders resulting in their percentage ownership in the Company being
      reduced accordingly.




We expect
that the only way we will be able to acquire additional funds is through the
sale of our common stock.  This will result in a dilution effect to
our shareholders whereby their percentage ownership interest in the Company is
reduced.  The magnitude of this dilution effect will be determined by
the number of shares we will have to issue in the future to obtain the funds
required.





ITEM
2.                      UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS





On
September 11, 2009, the directors declared a stock split on 75 new common shares
for each one old common share outstanding.   This cancellation to
the issued and outstanding share capital to 24,371,905 post stock split common
shares.





ITEM
3.                      DEFAULTS
UPON SENIOR SECURITIES





None





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





There
have been no matters brought forth to the securities holders to vote upon during
this quarter.








ITEM
5.                      OTHER
INFORMATION





On August
3, 2009, Board of Directors of Brand Neue dismissed Moore & Associates
Chartered Accountants, its independent registered public account firm. On the
same date, August 3, 2009, the accounting firm of Seale and Beers, CPAs was
engaged as Brand Neue’s new independent registered public account firm. The
Board of Directors of Brand Neue and the Brand Neue's


29


Audit
Committee approved of the dismissal of Moore & Associates Chartered
Accountants and the engagement of Seale and Beers, CPAs as its independent
auditor. None of the reports of Moore & Associates Chartered Accountants on
the Company's financial statements for either of the past two years or
subsequent interim period contained an adverse opinion or disclaimer of opinion,
or was qualified or modified as to uncertainty, audit scope or accounting
principles, except that the Brand Neue's audited financial statements contained
in its Form 10-K for the fiscal year ended March 31, 2009 a going concern
qualification in Brand Neue's audited financial statements.





During
Brand Neue's two most recent fiscal years and the subsequent interim periods
thereto, there were no disagreements with Moore and Associates, Chartered
whether or not resolved, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to Moore and Associates, Chartered's satisfaction, would have caused it
to make reference to the subject matter of the disagreement in connection with
its report on Brand Neue's  financial statements.





On August
3, 2009 Brand Neue engaged Seale and Beers, CPAs as its independent accountant.
During the two most recent fiscal years and the interim periods preceding the
engagement, the registrant has not consulted Seale and Beers, CPAs regarding any
of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation
S-B.





Subsequently
the company terminated Seale and Beers CPA’s as understand accountants and
appointed Madsen & Associates, CPA’s as independent accountants. During the
two most recent fiscal years end the interim periods preceding the engagement,
the registrant has not consulted with Madsen & Associates, CPA’s regarding
any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation
S-B.





ITEM
6.                      EXHIBITS





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





3.1
            
            Certificate
      of Incorporation (incorporated by reference from Qele’s Registration
      Statement on Form S-1 filed on June 17, 2008 Registration No.
      333-151708)3.2
            
            Articles
      of Incorporation (incorporated by reference from Qele’s Registration
      Statement on Form S-1 filed on June 17, 2008, Registration
      No.333-151708)3.3
            
            By-laws
      (incorporated by reference from Qele’s Registration Statement on Form S-1
      filed on June 17, 2008, Registration No. 333-151708)4
            
            Stock
      Specimen (incorporated by reference from Qele’s Registration Statement on
      Form S-1 filed on June 17, 2008, Registration No.
    333-151708)10.1
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Qele’s
      Registration Statement on Form S-1 filed on June 17, 2008 Registration No.
      333-151708)





30


SIGNATURES








Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.





BRAND NEUE
      CORP.(Registrant)Date:   February
      5, 2010
            ADI
      MULJOChief
      Executive Officer and DirectorDate:   February
      5, 2010
            ASHMI
      DEOChief
      Financial Officer, Chief Accounting
              Officer,
      Secretary and Director








































31