---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011

[     ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
For the transition period from

Commission File number 000-53318

CULTURE MEDIUM HOLDINGS 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.)

2190 E Pebble Rd, Suite 100, Las Vegas, NV
89123(Address of principal executive offices)
702-331-6800(Registrants telephone number,
including area code)

N/A(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 has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [    ]  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                       | [     ] | Small reporting company | [ X ]  
|(Do not check if a small reporting company) |         |                         |        

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 CORPORATE ISSUERS

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

August 12, 2011: 29,880,571 common shares

1

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INDEX

|               |                                                                                               | Page  
|-------------- | --------------------------------------------------------------------------------------------- | ------
|               |                                                                                               | Number
|PART 1.        | FINANCIAL INFORMATION                                                                         |       
|               |                                                                                               |       
|ITEM
      1.  | Financial
      Statements                                                                    | 3     
|               |                                                                                               |       
|               | Consolidated
      Balance Sheets as at June 30, 2011 and March 31, 2011                      | 4     
|               |                                                                                               |       
|               | Consolidated
      Statements of Operations For the three months ended June 30, 2011 and 2011 | 5     
|               |                                                                                               |       
|               | Consolidated
      Statements of Cash Flows For the three months ended June 30, 2011 and 2011 | 6     
|               |                                                                                               |       
|               | Notes
      to the Consolidated Financial Statements.                                         | 7     
|               |                                                                                               |       
|ITEM
      2.  | Managements
      Discussion and Analysis of Financial Condition and Results of Operations   | 11    
|               |                                                                                               |       
|ITEM
      3.  | Quantitative
      and Qualitative Disclosure about Market Risk                               | 15    
|               |                                                                                               |       
|ITEM
      4.  | Controls
      and Procedures                                                                 | 15    
|               |                                                                                               |       
|PART
      II. | OTHER
      INFORMATION                                                                       | 15    
|               |                                                                                               |       
|ITEM
      1.  | Legal
      Proceedings                                                                       | 15    
|               |                                                                                               |       
|ITEM
      2.  | Unregistered
      Sales of Equity Securities and Use of Proceeds                             | 15    
|               |                                                                                               |       
|ITEM
      3.  | Defaults
      Upon Senior Securities                                                         | 15    
|               |                                                                                               |       
|ITEM
      4.  | [Removed
      and Reserved]                                                                  | 15    
|               |                                                                                               |       
|ITEM
      5.  | Other
      Information                                                                       | 16    
|               |                                                                                               |       
|ITEM
      6.  | Exhibits                                                                                      | 16    
|               |                                                                                               |       
|               | SIGNATURES.                                                                                   | 17    

2

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PART 1  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying consolidated balance sheets of Culture Medium Holdings Corp. at June 30, 2011 (with comparative figures as at March 31, 2011) and the consolidated statements of operations and cash flows for the three months ended June 30, 2011 and
2010, have been prepared by our 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 months ended June 30, 2011 are not necessarily indicative of the results that can be expected for the year ending March 31, 2012.

3

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CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET(Unaudited)

|                                                                                                                                           |   | June 30    |   |   | March 31   |  
|------------------------------------------------------------------------------------------------------------------------------------------ | - | ---------- | - | - | ---------- | -
|                                                                                                                                           |   | 2011       |   |   | 2011       |  
|ASSETS                                                                                                                                     |  
|Current Assets                                                                                                                             |   |            |   |   |            |  
|Cash                                                                                                                                       | $ | 153,824    |   | $ | 115,734    |  
|Accounts and advances receivable
      (Note 3)                                                                                            |   | 420,020    |   |   | 482,521    |  
|Inventories                                                                                                                                |   | 208,650    |   |   | 330,643    |  
|Prepaid expenses                                                                                                                           |   | 81,389     |   |   | 106,132    |  
|Net assets of discontinued operations (Note 10)                                                                                            |   | 76,615     |   |   | 76,615     |  
|TOTAL CURRENT ASSETS                                                                                                                       |   | 940,498    |   |   | 1,111,645  |  
|Distribution rights, net of accumulated amortization of
      11,700 at June 30 and $5,850 at March 31, 2011                               |   | 105,300    |   |   | 111,150    |  
|Website, net of acccumulated amortization
      of $10,726 at June 30 and $5,363 at March 31 (Note 4)                                      |   | 84,789     |   |   | 90,153     |  
|Goodwill (Note 5)                                                                                                                          |   | 1,000,000  |   |   | 1,000,000  |  
|TOTAL ASSETS                                                                                                                               | $ | 2,130,587  |   | $ | 2,312,948  |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                                                                                                       |  
|Current Liabilities                                                                                                                        |   |            |   |   |            |  
|Accounts payable                                                                                                                           | $ | 422,961    |   | $ | 394,303    |  
|Accrued expenses                                                                                                                           |   | 218,724    |   |   | 243,540    |  
|Advances payable                                                                                                                           |   | 111,788    |   |   | 150,745    |  
|Notes and debentures payable, net of
      discount of $8,492 and $34,092 at June 30, 2011 and March 31, 2011,
      respectively (Note 6) |   | 298,508    |   |   | 323,408    |  
|Due to related parties (Note 7)                                                                                                            |   | 469,614    |   |   | 469,614    |  
|TOTAL CURRENT LIABILITIES                                                                                                                  |   | 1,521,595  |   |   | 1,581,610  |  
|Debentures payable (Note 7)                                                                                                                |   | 275,000    |   |   | 275,000    |  
|TOTAL LIABILITIES                                                                                                                          |   | 1,796,595  |   |   | 1,856,610  |  
|SHAREHOLDERS' EQUITY                                                                                                                       |   |            |   |   |            |  
|Culture Medium Holdings Corp. and
      Subsidiaries Stockholders Equity                                                                  |   |            |   |   |            |  
|Common stock: $0.001 par value, 500,000,00 shares
      authorized
    29,880,571 issued at June 30 and March 31, 2011(Note 8)             |   | 29,880     |   |   | 29,880     |  
|Additional Paid-in Capital                                                                                                                 |   | 2,291,184  |   |   | 2,239,476  |  
|Retained (deficit)                                                                                                                         |   | (2,715,173 | ) |   | (2,579,267 | )
|Common stock to be issued (Note 5)                                                                                                         |   | 1,000,000  |   |   | 1,000,000  |  
|Total Culture Medium Holdings Corp. and Subsidiaries
      Stockholders                                                                   |   |            |   |   |            |  
|Equity                                                                                                                                     |   | 605,891    |   |   | 690,089    |  
|Noncontrolling interest                                                                                                                    |   | (271,899   | ) |   | (233,751   | )
|                                                                                                                                           |   | 333,992    |   |   | 456,338    |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                 | $ | 2,130,587  |   | $ | 2,312,948  |  

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

4

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CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS

For the three months ended June 30 (Unaudited)

|                                                                                                                                             |   | 2011       |   |   | 2010       |  
|-------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|SALES                                                                                                                                        | $ | 1,071,888  |   |   | -          |  
|COST OF SALES                                                                                                                                |   | 201,229    |   |   | -          |  
|Gross Income                                                                                                                                 |   | 870,659    |   |   | 0          |  
|                                                                                                                                             |   |            |   |   |            |  
|OPERATING EXPENSES                                                                                                                           |   |            |   |   |            |  
|General and
      administrative                                                                                                             |   | 314,462    |   |   | 51,637     |  
|Sales and marketing                                                                                                                          |   | 601,489    |   |   | 38,108     |  
|                                                                                                                                             |   | 915,951    |   |   | 89,745     |  
|Operating income (loss)                                                                                                                      |   | (45,292    | ) |   | (89,745    | )
|OTHER EXPENSE                                                                                                                                |   |            |   |   |            |  
|Interest expense, net of interest
      income of $4,500 in 2011                                                                             |   | 128,762    |   |   | 10,572     |  
|                                                                                                                                             |   |            |   |   |            |  
|Net Loss                                                                                                                                     |   | (174,054   | ) |   | (100,317   | )
|                                                                                                                                             |   |            |   |   |            |  
|Less net (loss) attributable to noncontrolling
      interest                                                                                |   | (38,148    | ) |   | -          |  
|                                                                                                                                             |   |            |   |   |            |  
|NET LOSS ATTRIBUTABLE TO CULTURE
    MEDIUM HOLDINGS CORP. AND SUBSIDIARIES                                                                  |   | (135,906   | ) |   | (100,317   | )
|                                                                                                                                             |   |            |   |   |            |  
|NET LOSS PER COMMON SHARE
      ATTRIBUTABLE TO CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES COMMON SHAREHOLDERS - BASIC
      AND DILUTED |   | ($0.01     | ) | $ | 0.00       |  
|                                                                                                                                             |   |            |   |   |            |  
|WEIGHTED AVERAGE SHARES OUTSTANDING - BASIC AND DILUTED                                                                                      |   | 29,880,571 |   |   | 24,934,904 |  

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

5

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CULTURE MEDIUM HOLDINGS CORP.AND SUBSIDIARIES

|CONSOLIDATED STATEMENTS OF CASH
      FLOWS                                      |  
|-------------------------------------------------------------------------------- | -
|                                                                                 |  
|For the three months ended June 30                                               |  
|(Unaudited)                                                                      |  
|                                                                                 |  
|OPERATING ACTIVITIES                                                             |  
|Net income (loss)                                                                |  
|Adjustments to reconcile net
      loss to net cash used in operating activities |  
|Amortization                                                                     |  
|Compensation costs of stock options                                              |  
|Change in operating assets and
      liabilities                                 |  
|Accounts
      and advances receivable                                           |  
|Inventory                                                                        |  
|Prepaid                                                                          |  
|Accounts payable                                                                 |  
|Accrued
      expenses                                                           |  
|Advances payable                                                                 |  
|Net cash used in operating
      activities                                      |  
|INVESTING ACTIVITIES                                                             |  
|Advances receivable                                                              |  
|Net cash (used) in investing activities                                          |  
|FINANCING ACTIVITIES                                                             |  
|Net proceeds from sale of shares                                                 |  
|Less amount in
      trust account                                               |  
|Repayment of notes                                                               |  
|Net cash (used) provided by
      financing activities                           |  
|                                                                                 |  
|NET INCREASE IN CASH                                                             |  
|                                                                                 |  
|CASH, BEGINNING OF PERIOD                                                        |  
|                                                                                 |  
|CASH, END OF PERIOD                                                              | $

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

6

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CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIESNotes to the Consolidated Financial Statements 
June 30, 2011 
(UNAUDITED)

|1. | ORGANIZATION AND BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Culture Medium Holdings Corp. was organized under the laws of the State of Nevada on March 15, 2007 with the authorized capital stock of 500,000,000 shares at $0.001 par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On July 10, 2009, the Companys Articles of Incorporation were amended to change its name from Qele Resources, Inc. to Brand Neue Corp. On March 4, 2011 the Company merged with its wholly owned
subsidiary and assumed the name of Culture Medium Holdings Corp.                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Basis of presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The accompanying consolidated balance sheets of Culture Medium Holdings Corp. at June 30, 2011 (with comparative figures as at March 31, 2011) and the consolidated statements of operations and cash flows for the three months ended
June 30, 2011 and 2010, have been prepared by our 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 months ended June 30, 2011 are not necessarily indicative of the results that can be expected for the year ending March 31, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Accounting Methods                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company recognizes income and expenses based on the accrual method of accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The consolidated financial statements of the Company include the Company and its wholly-owned and majority-owned subsidiaries. All material intercompany balances and transactions have been eliminated. For those consolidated
subsidiaries in which the Company's ownership is less than 100 percent (100%), the outside stockholders' interests are shown as noncontrolling interest in the Company's consolidated balance sheet. The noncontrolling interest of the Company's
earnings or loss is classified as net income or loss attributable to noncontrolling interest in the consolidated statement of operations.            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Dividend Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company has not yet adopted a policy regarding payment of dividends.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on differences between financial reporting and the tax bases of the
assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to be reversed. An allowance against deferred tax assets is recorded, when it is more likely than not, that such
tax benefits will not be realized.                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On June 30, 2011 the Company had a net operating loss carry forward of $2,715,173 for income tax purposes. The tax benefit of approximately $923,000 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 begin to expire in 2027.                                                                                                                                                                                                           

7

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Financial and Concentrations Risk

The company has no financial risks.
However all of Voyagers revenue is from the sale of one product.

Basic and Diluted Net Income (loss)
Per Share

Basic net incomes (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 the basic and diluted per share amounts
are the same.

Statement of Cash Flows

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

Revenue Recognition

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

Inventory

Inventory is carried at the lower of
cost and net realizable value.Amortization of Distribution Rights

The Company amortizes its distribution
rights on a straight-line basis over its useful life of five years. Management
will, on an annual basis, review the useful life of these costs to determine if
there is impairment in their value.

Amortization of Website

The Company has determined the useful
life of its website to be five year and amortizes its original cost on a
straight line bases. Management will, on an annual basis, review the useful life
of its website to determine if there is impairment in its value.

Advertising and Market
Development

The company expenses advertising and
market development costs as incurred.

Impairment of Long-Lived
Assets

The Company reviews and evaluates
long-lived assets for impairment when events or changes in circumstances
indicate that the related carrying amounts may not be recoverable. The assets
are subject to impairment consideration under ASC 360-10-35-17 if events or
circumstances indicate that their carrying amount might not be recoverable. When
the Company determines that an impairment analysis should be done, the analysis
will be performed using the rules of ASC 930-360-35, Asset Impairment, and
360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Estimates and
Assumptions

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

Financial Instruments

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

Recent Accounting Pronouncements

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

8

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Foreign Currency
Translations

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

|3. | ACCOUNTS AND ADVANCES RECEIVABLE
|-- | --------------------------------

Accounts and advances receivable
consist of:       $225,203  credit card payments being processed by
banks      $194,817  Luma Vue  including interest       $420,020

|4. | WEBSITE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Companys subsidiary has developed a comprehensive
      website through which it conducts its business. The costs incurred
      ($95,515) have been capitalized and will be written off on a straight line
      basis over five years. Each year the Company will review the life of the
      website and if impairment occurs will expense the residual balance
      outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|5. | ACQUISITION OF VOYAGER HEALTH TECHNOLOGIES
    CORP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On September 30, 2010 the Company entered into an
      agreement to acquire a 51% interest in Voyager Health Technologies Corp.
      (Voyager) through the issue of 2,000,000 common shares. The shares were
      valued at $0.50, the trading value at the time the agreement was signed.
      As of June 30, 2011, these shares had not yet been issued and are
      therefore reported as Common Stock to be issued on the balance sheet.
      Voyager successful launched its business on January 28, 2011.                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The purchase price of $1,000,000 was allocated $117,000
      to Distribution Rights assets, $117,000 to notes and accounts payable, and
      $1,000,000 to Goodwill. On at least an annual basis, management will
      review the carrying value of the goodwill to determine if there is
      impairment in its value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|6. | NOTES AND DEBENTURES PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On February 1, 2011 the Company issued a convertible
      promissory note for $37,500 and on March 7, 2011 a further note for
      $25,000. The notes are due November 3, 2011 and December 9, 2011
      respectively. Both notes bear interest at 8% and can be prepaid with a 50%
      premium 120 to 180 days from the day of issue. After 180 days the holder
      of the notes can elect to convert the principal and interest on the notes
      into common shares. The conversion price is 55% of the lowest 3 bid
      closing days for the 10 days before the conversion election. The intrinsic
      value of the conversion feature is such that a discount on debt of $51,138
      has been recorded and is being amortized over the term of the notes. As of
      June 30, 2011, $42,646 of this discount had been amortized to interest
      expense.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Companys subsidiary, Voyager Health Technologies
      Corp., has:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7. | SIGNIFICANT TRANSACTIONS WITH RELATED
  PARTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | During fiscal 2011 directors have made advances to the
      Company of $388,615. These advances are non-interest bearing and payable
      on demand. No advances were received from or payments made to related
      parties, outside of the normal course of business, during the three months
      ended June 30, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

9

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|8. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In connection with the establishment of Voyager Health
      Technologies Corp. the Company is committed to issuing 2,000,000 common
      shares. As explained more fully in footnote 5, the shares have been
      reflected on the balance sheet as Common Stock to be Issued at a value
      of $0.50 each.                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9. | STOCK OPTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On September 20, 2010 the directors approved the 2010
      Stock Option Plan which permits the Company to issue up to 2,200,000
      shares of common stock to directors, officers, employees and consultants
      of the Company. The options have an exercise price of $0.50 per share, a
      contractual term of 5 years, and vest at the rate of 20% of the grant in
      the 11th, 23rd, 35th, 47thand
      59thmonth after the date of grant.                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On November 1, 2010 the Company awarded 500,000 stock
      options to a director and 400,000 to a consultant. At March 31, 2011 none
      of those shares had vested. In addition, a consultant who is paid monthly
      a combination of cash and stock options has earned a total of 168,000
      stock options which are vested as of June 30, 2011.                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company uses the Black Scholes model to value the
      options outstanding at June 30, 2011. The assumptions used in the
      valuation calculation included:                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | There were no options issued or outstanding prior to
      September 2010. The weighted average exercise price for all options
      outstanding at June 30, 2011 is $0.50 (only 168,000 are exercisable). The
      total grant date fair value for the 1,026,000 options issued during the
      year ended March 31, 2011, was $358,997 ($213,541 for all nonvested
      options at June 30, 2011  weighted average of $0.34 per option). The
      total fair value is being charged to expense over the expected term of 5
      years, using the vesting rates identified above.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | As a result, $51,709 was recorded as compensation expense
      in the statement of operations (included in G&A), for the three months
      ended June 30, 2011. No options were exercised during the
  period.                                                                                                                                                                                                                                                                                                                                                                        

At the grant date and at June 30, 2011
the intrinsic value of all the options (vested and non vested) was zero because
quoted market was less than the exercise price.

When options are exercised, the Company
expects to issue shares from treasury.

|10. | ACQUISITION OF INTELEDGENT LIGHTING SOLUTIONS
      INC.
|--- | --------------------------------------------------------

On September 10, 2010, the Company
entered into a memorandum of understanding under which the business of WorldWide
LED Lights Inc. and the Companys LED business will be combined under the name
InteLEDgent Lighting Solutions Inc. (InteLEDgent) The Company acquired a 51%
equity interest in InteLEDgent through the issue of 2,500,000 of its common
shares. The agreements reflecting the memorandum of understanding were signed in
December, 2010 and the 2,500,000 shares issued in January, 2011. These shares
were valued using the stock price on December 31, 2010, which was $0.25. As a
result, the purchase price was $625,000 and was entirely allocated to Goodwill,
as there were no identifiable assets or liabilities.

Management of InteLEDgent has been
unable to conclude any sales Since the Company does not have the resources
needed to develop the LED business, as of March 31, 2011 the Company decided to
discontinue those operations. The InteLEDgent assets are reflected as Net
assets of discontinued operations in the consolidated balance sheet.
Accordingly, the recorded goodwill of $625,000 was impaired at March 31,
2011.

|11. | LEASE COMMITMENTS                                                                                                                                                                                                              
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                
|    | Voyager Health Technologies Corp. has entered into an
      office lease which expires on April 30, 2012 and which requires minimum
      lease payments of $112,974 in fiscal year 2012, and $9,414 in fiscal year
      2013.
|    |                                                                                                                                                                                                                                
|12. | 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. 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.

10

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

Forward Looking Statements

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
"could", "may", "will", "should", "expect", "plan", "anticipate", "believe",
"estimate", "predict", "potential" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable laws, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements so as to conform these
statements to actual results.

Our unaudited financial statements are stated in U.S. dollars
and are prepared in accordance with generally accepted accounting principles in
the United States. The following discussion should be read in conjunction with
our financial statements and the related notes that appear elsewhere in this
quarterly report.

As used in this current report and unless otherwise indicated,
the terms "we", "us", "our" and "our company" mean Culture Medium Holdings
Corp., and our subsidiary Voyager Health Technologies Corp., unless otherwise
indicated.

Overview

We were incorporated in the State of Nevada on March 15, 2007.
Our original business purpose was to engage in the business of acquisition,
exploration and development of natural resource properties. We have shifted our
business to concentrate on bringing innovative products to market. In the past
year we formed a subsidiary, Voyager Health Technologies Corp., to market
nutriceutical products. It began operations on January 28, 2011,

The following discussion and analysis should be read in
conjunction with our consolidated 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 consolidated 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.

Analysis of Financial Condition and Results of
Operations

The following summary of our results of operations should be
read in conjunction with our unaudited interim financial statements for the
three months ended June 30, 2011 and 2010.

Our operating results for the three month period ended June 30,
2011 and 2010 are summarized as follows:

|                                                                                                                           |   | Three Months Ended |  
|-------------------------------------------------------------------------------------------------------------------------- | - | ------------------ | -
|                                                                                                                           |   |                    |  
|                                                                                                                           |   | 2011               |  
|Revenue                                                                                                                    | $ | 1,071,888          |  
|Operating expenses                                                                                                         | $ | 915,951            |  
|Interest expense, net of interest income of
      $4,500 and $0 (three months ended June 30, 2011 and 2010, respectively). | $ | 128,762            |  
|Net Loss                                                                                                                   | $ | (174,054           | )

Our net loss for the three month period ended June 30, 2011 was
$174,054 compared to a net loss of $100,317 during the three month period ended
June 30, 2010. However, a comparison of 2011 with 2010 is not meaningful. In
January, 2011, one of the Companys subsidiaries began operations. Its revenue
and expenses are reflected in these consolidated financial statement. The
company had no revenue in 2010 and the 2010 expenses reflect the cost of
organizing the company to be an investment holding company.

11

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As explained more fully below under Legal Proceedings, a
subsidiary incurred substantial costs replacing management and consultants who
violated the terms of their contracts, to the detriment of the subsidiary. The
costs associated with removing them from the subsidiary total $93,098 and have
been included in general and administrative expenses.

Expenses

Our operating expenses for the three months ended June 30, 2011
and 2010 are summarized in the table below:

|                                         |   | Three Months Ended | 
|---------------------------------------- | - | ------------------ | 
|                                         |   | June 30,           | 
|                                         |   | 2011               | 
|General and administrative               |   |                    | 
|Personnel                                | $ | 84,967             | 
|Compensation cost of
      stock options |   | 51,709             | 
|Rent                                     |   | 30,866             | 
|Professional fees                        |   | 21,532             | 
|Insurance                                |   | 8,644              | 
|Office supplies                          |   | 4,592              | 
|Cost of replacing management             |   | 93,098             | 
|All other G & A
      expenses           |   | 19,054             | 
|                                         | $ | 314,462            | 
|Sales and marketing                      |   |                    | 
|Commissions to distributors              | $ | 461,964            | 
|Website and internet                     |   | 42,814             | 
|Sales incentives prizes                  |   | 70,000             | 
|Distributor development                  |   | 18,000             | 
|Personnel                                |   | -                  | 
|Travel                                   |   | -                  | 
|All other sales and marketing expenses   |   | 8,711              | 
|                                         | $ | 601,489            | 

|Liquidity and Capital Resources                       |   |           |   |   |           |  
|----------------------------------------------------- | - | --------- | - | - | --------- | -
|                                                      |   |           |   |   |           |  
|Three Month Period Ended June 30,
      2011 and 2010 |   |           |   |   |           |  
|                                                      |   |           |   |   |           |  
|Working Capital                                       |   |           |   |   |           |  
|                                                      |   | At        |   |   | At        |  
|                                                      |   | June 30,  |   |   | March 31, |  
|                                                      |   | 2011      |   |   | 2011      |  
|Current Assets                                        | $ | 940,498   |   | $ | 1,111,645 |  
|Current Liabilities                                   | $ | 1,521,595 |   | $ | 1,581,610 |  
|Working Capital (Deficit)                             | $ | (581,097  | ) | $ | (469,965  | )

We reported total current assets of $940,498 and current
liabilities of $1,521,595 at June 30, 2011, for net working capital deficit of
$581,097.

|Cash Flows                                             |   |              |   |   |                    |  
|------------------------------------------------------ | - | ------------ | - | - | ------------------ | -
|                                                       |   | Three Months |   |   |                    |  
|                                                       |   | Ended        |   |   | Three Months Ended |  
|                                                       |   | June 30,     |   |   | June 30,           |  
|                                                       |   | 2011         |   |   | 2010               |  
|Net Cash from (used in) Operating
      Activities     | $ | 88,590       |   | $ | (182,595           | )
|Net Cash used in Investing Activities                  | $ | Nil          |   | $ | (265,000           | )
|Net Cash (Used) Provided by
      Financing Activities | $ | (50,500      | ) | $ | 448,965            |  
|Increase (Decrease) in Cash During the Period          | $ | 38,090       |   | $ | 1,370              |  

12

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We realize that we will have to raise additional funds in the
near future to continue our operations. If, in the future, we are unable to
raise such funds we may be unable to pay our creditors.

We have no historical information to allow anyone to base an
evaluation on our future performance. We have only been incorporated since March
15, 2007 and have generated revenue only in 2011. We have incurred net losses of
$2,715,173 for the period from March 15, 2007 (inception) to June 30, 2011. We
do not know if we will be successful in our business operations in the future.
We are a start-up company and are exposed to all the risks of being a start-up
company, including the following:

- possible delays or inability to develop a market for our products;
- trying to generate revenue or identify sources of cash, managing our
  assets and administrating ongoing financial commitments to our creditors;
- adhering to all regulatory requirements both as a future public company
  and as a company required to meet state and federal filing requirements; and
- ensuring our shareholders are informed about our development on a regular
  basis.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is
material to investors.

Critical Accounting Policies

Principles of
Consolidation

The consolidated financial statements of our company include
our company and our wholly-owned and majority-owned subsidiaries. All material
intercompany balances and transactions have been eliminated. For those
consolidated subsidiaries in which our company's ownership is less than 100
percent (100%), the outside stockholders' interests are shown as noncontrolling
interest in our company's consolidated balance sheet. The noncontrolling
interest of our company's earnings or loss is classified as net income or loss
attributable to noncontrolling interest in the consolidated statement of
operations.

Income Taxes

Our 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 June 30, 2011 our company had a net operating loss carry
forward of $2,715,173 for income tax purposes. The tax benefit of approximately
$923,000 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 2031.

Financial and Concentrations Risk

The company has no financial risks. However all of Voyagers
revenue is from the sale of one product.

Basic and Diluted Net Income (loss) Per Share

Basic net incomes (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 the basic and diluted per share amounts are the same.

13

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Statement of Cash Flows

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

Revenue Recognition

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

Inventory

Inventory is carried at the lower of cost and net realizable value.

Amortization of Distribution Rights

Our company amortizes its distribution rights on a straight-line basis over its useful life of five years. Management will, on an annual basis, review the useful life of these costs to determine if there is impairment in their value.

Amortization of Website

Our company has determined the useful life of its website to be five year and amortizes its original cost on a straight line bases. Management will, on an annual basis, review the useful life of its website to determine if there is impairment in its
value.

Advertising and Market Development

Our company expenses advertising and market development costs as incurred.

Impairment of Long-Lived Assets

Our company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17
if events or circumstances indicate that their carrying amount might not be recoverable. When our company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35, Asset Impairment, and
360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

Estimates and Assumptions

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

Financial Instruments

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

Recent Accounting Pronouncements

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

Foreign Currency Translations

Part of the transactions of our 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.

14

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (our principal executive officer) and
our chief financial officer (our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal
financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer (our principal executive officer) and our chief
financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In March, 2011 management of Voyager Health Technologies Corp. (Voyager) violated the terms of its employment and consulting contract. As a result, our company applied to the District Court, Clark County, Nevada for an ex parte temporary
restraining order (TRO) which was issued on May 3, 2011. The TRO required, among other things, that management leave the Voyager offices with only their personal effects. Instead, management continued operating Voyager to the detriment of our
company. On May 17, 2011 the Court converted the TRO to a preliminary injunction. On that date new management began operating Voyager.

The management of Voyager estimate damages caused by the defendants in the TRO to be considerable due to the defendants misappropriation of funds and alleged siphoning of assets, including directing of inventory to unauthorized parties. Voyager
continues to collect information, and no formal calculation has been performed, nor any expert witness identified at this time. In response, the defendants contend that they are owned commission and compensation for past due services. Voyager
vehemently denies that the defendants are owed any moneys, and instead, that the defendants paid themselves above and beyond what their contractual obligations require, and further indirectly paid themselves through transfers to affiliated entities
owned and/or controlled by them. The management of Voyager is confident that it will prevail against the defendants.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED]

15

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ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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

|**Exhibit** | **Description No.**                                                                                                                                                                                                                                                             
|----------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)         | Articles of
      Incorporation and Bylaws                                                                                                                                                                                                                                      
|3.1         | Corporate Charter (incorporated by
      reference from our Registration Statement on Form S-1 filed on June 17,
      2008)                                                                                                                                                    
|3.2         | Articles of
      Incorporation (incorporated by reference from our Registration Statement
      on Form S-1 filed on June 17, 2008)                                                                                                                                            
|3.3         | By-laws (incorporated by reference from
      our Registration Statement on Form S-1 filed on June 17, 2008)                                                                                                                                                                    
|3.4         | Articles of Merger
      (incorporated by reference from our Current Report on Form 8-K filed on
      March 14, 2011)                                                                                                                                                          
|(10)        | Material Contracts                                                                                                                                                                                                                                                              
|10.1        | Purchase and Sale Agreement
      dated September 30, 2010 between our subsidiary, Voyager Health
      Technologies Corp. and Triunity International Inc. (incorporated by
      reference from our Quarterly Report on Form 10-Q filed on February 15,
      2011)            
|10.2        | Stock Purchase Agreement dated September 10,
      2010 between our company and Antonio Grande, Fiorino Grande, Michele
      Bosco, George A. Milas and Michael Lancellotti (incorporated by reference
      from our Quarterly Report on Form 10-Q filed on February 15, 2011)
|10.3        | 2010 Stock Option Plan
      (incorporated by reference from our Quarterly Report on Form 10-Q filed on
      October 14, 2010)                                                                                                                                                 
|10.4        | Form of Stock Option Agreement (incorporated by
      reference from our Quarterly Report on Form 10-Q filed on October 14,
      2010)                                                                                                                                         
|10.5        | Independent Contractor
      Agreement dated July 1, 2011 by and between our company and Harrison
      Management Corporation (incorporated by reference from our Annual Report
      on Form 10-K filed on August 15, 2011).                                                  
|(21)        | Subsidiaries of Registrant                                                                                                                                                                                                                                                      
|21.1        | Voyager Health
      Technologies Corp.                                                                                                                                                                                                                                         
|(31)        | Rule 13a-14(a)/15d-14(a)
      Certification                                                                                                                                                                                                                                    
|31.1        | Section 302
      Certification under Sarbanes-Oxley Act of 2002 of Alex Eliashevsky
      (principal executive officer).                                                                                                                                                       
|31.2        | Section 302 Certification under Sarbanes-Oxley
      Act of 2002 of R. Bev Harrison (principal financial officer and principal
      accounting officer).                                                                                                                       
|32          | Section 1350
      Certifications                                                                                                                                                                                                                                               
|32.1*       | Section 906 Certifications under Sarbanes-Oxley
      Act of 2002 of Alex Eliashevsky (principal executive officer, principal
      financial officer and principal accounting officer).                                                                                        
|32.2*       | Section 906 Certifications
      under Sarbanes-Oxley Act of 2002 of R. Bev Harrison (principal financial
      officer and principal accounting officer).                                                                                                                      

|  
|--
|16

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SIGNATURE

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 hereunto duly authorized.

August 16, 2011

/s/ Alex EliashevskyAlex Eliashevsky 
Chief Executive Officer and Chairman
(Principal Executive Officer)

August 16, 2011

/s/ R. Bev HarrisonR. Bev Harrison 
Chief Financial Officer 
(Principal Financial Officer and Principal 
Accounting Officer)



17

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