UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





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





For the quarterly period ended June 30, 2010





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





For the transition period form April 1,2010 to June 30, 2010Commission File number:  000-53318





BRAND NEUE CORP.


(Exact name of registrant as specified in its charter)





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





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





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





QELE RESOURCES INC.

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





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [  ]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 smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
[  ]
Accelerated filer
[  ]Non-accelerated filer
[  ]
Smaller reporting company
[X](Do not check if a smaller 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 ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


Yes [  ]  No [  ]





APPLICABLE ONLY TO CORPORATE ISSUERS





24,371,905 common shares outstanding as of July 23, 2010.(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)




2





INDEX





Page

NumberPART 1.
FINANCIAL INFORMATIONITEM 1.
Financial Statements (unaudited)
3Balance Sheet as at June 30, 2010 and March 31, 2010
4Statement of Operations

For the three months ended June 30, 2010 and 2009 and from Inception (March 15, 2007) to June 30, 2010
5Statement of Cash Flows

For the three months ended June 30, 2010 and 2009 and from Inception (March 15, 2007) to June 30, 2010
6Notes to the Financial Statements.
7ITEM 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
11ITEM 3.
Quantitative and Qualitative Disclosure about Market Risk
15ITEM 4.
Controls and Procedures
16ITEM 4T
Controls and Procedures
16PART 11.
OTHER INFORMATION
17ITEM 1.
Legal Proceedings
17ITEM 1A
Risk Factors
17ITEM 2.
Unregistered Sales of Equity Securities and Use of Proceeds
26ITEM 3.
Defaults Upon Senior Securities
26ITEM 4.
Submission of Matters to a Vote of Security Holders
26ITEM 5.
Other Information
26ITEM 6.
Exhibits
26SIGNATURES.
28





i


PART 1 – FINANCIAL INFORMATION





ITEM 1.                     FINANCIAL STATEMENTS








The accompanying balance sheets of Brand Neue Corp. (Development stage company) at June 30, 2010 (with comparative figures as at March 31, 2009) and the statement of operations for the three months ended June 30, 2010 and 2009 and from inception  (March 15, 2007) to June 30, 2010, and the statement of cash flows for the three months ended June 30, 2010 and 2009 and from inception (March 15, 2007) to June 30, 2010 have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.





Operating results for the three months ended June 30, 2010 are not necessarily indicative of the results that can be expected for the year ending March 31, 2011.




3


BRAND NEUE CORP.


(Development Stage Company)


BALANCE SHEETS





(Unaudited- Prepared by Management)


June 30


March 312010


2010ASSETSCurrent AssetsCash

$
65,089


$
155Prepaid expenses


2,604



2,605Loan Receivable (Note 6)


15,000



-Deposit


250,000



-Total Current Assets

$
332,693


$
2,760Long Term AssetsLicense fee & Website Net

$
304,153



310,470Total Assets

$
636,846


$
313,230LIABILITIES AND STOCKHOLDERS' DEFICIENCYAccounts payable

$
105,882


$
60,165Note payable & Interest


445,176



440,628Current payable - directors


98,378



90,371Total Current Liabilities


649,436



591,164STOCKHOLDERS' DEFICIENCYCommon Stock, $0.001 par value, 500,000,000 shares authorized;24,371,905 shares


24,372



24,372Capital in Excess of Par Value


46,903



43,004Subscriptions Received (Note 8)


392,524



-Accumulated deficit during the pre-exploration stage


(476,389
)


(345,310
)Total Stockholders' Deficiency


(12,590
)


(277,934
)$
636,846


$
313,230





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


4


BRAND NEUE CORP.


(Development Stage Company)





Statements of Operations


(Unaudited- Prepared by Management)




For the three months ended June 30, 2010 and 2009 and for theperiod from March 15, 2007 (date of inception) to June 30, 2010


March 15,2007Three Months


Three Months


(Inception)June 30,


June 30,


through2010


2009


June 30,2010REVENUES

$
-


$
-


$
-EXPENSESAcquisition and exploration costs


-



-



11,173Administrative


114,190



15,697



420,290Amortization


6,317



-



22,195Net Loss from Operations


(120,507
)


(15,697
)


(453,658
)Loan Interest


(10,572
)


-



(22,731
)Net Loss

$
(131,079
)

$
(15,697
)

$
(476,389
)NET LOSS PER COMMON SHAREBasic

$
-


$
-AVERAGE OUTSTASNDING SHARESBasic


24,371,905



24,371,905








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


5


BRAND NEUE CORP.


(Development Stage Company)





STATEMENTS OF CASH FLOWS


(Unaudited- Prepared by Management)





Mar 15, 2007June 30,


June 30,


(inception) to2010


2009


Jun 30,2010CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)

$
(131,079
)

$
(15,697
)

$
(476,389
)Adjustments to reconcile net loss to net cashprovided by (used in) operating activities:Changes in operating assets and liabilities:Contributed Expenses


3,900



3,900



39,000Deposit


(250,000
)


-



(250,000
)Note Receivable


(15,000
)


-



(15,000
)Accounts Payable


45,717



8,133



105,882Amortization - License & website


6,317



-



22,195Prepaid Expenses


-



-



(2,605
)NET CASH FLOWS USED IN OPERATING ACTIVITIES


(340,145
)


(3,664
)


(576,917
)CASH FLOWS FROM INVESTING ACTIVITIESLong Term Assets - License Fees


-



-



(300,000
)- Website


-



-



(26,348
)NET CASH FLOWS USED IN INVESTING ACTIVITIES


-



-



(326,348
)CASH FLOWS FROM FINANCING ACTIVITIESLoan directors


8,007



3,500



98,378Note payable


4,548







445,176Subscriptions Received


392,524







392,524Shares issuance costs


-



-



32,276NET CASH FLOWS FROM FINANCING ACTIVITIES


405,079



3,500



968,354NET INCREASE (DECREASE) IN CASH


64,934



(164
)


65,089CASH AT BEGINNING OF PERIOD


155



252



-CASH AT END OF PERIOD

$
65,089


$
88


$
65,089





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





6


BRAND NEUE CORP.


(Development stage Company)


Notes to the Financial Statements


June 30, 2010





1.           ORGANIZATION




Brand Neue 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.




During 2009 the Company abandoned the Levuka Gold Claim located in Fiji and therefore has no rights to the mineral on the claim nor any future liability associated with it.




On June 24, 2009, Brand Neue Corp. executed an assignment agreement with World Sourcing & Supplier Development, Inc. (“World Sourcing”), an Arkansas corporation, whereby Brand Neue Corp. acquired an interest in and to a licence agreement with respects to manufacture, marketing, distribution and sale of a bottle capping device called “Gas Cap” and the employment of technology and improvements related thereto for a period of fifteen years from June 24, 2009.  The Company is considered to be in the development stage.




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





2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Accounting Methods




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





Dividend Policy




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





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, 2010 the Company had a net operating loss carry forward of $476,389 for income tax purposes.  The tax benefit of approximately $143,000 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 and concentrations risks.





Basic and Diluted Net Income (loss) Per Share




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


7


BRAND NEUE CORP.


(Development stage Company)


Notes to the Financial Statements


June 30, 2010





2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued





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.





Amortization of License Fees




The Company amortizes its license fees on a straight-line basis over its useful life of fifteen years.





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 are research data expenses.





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





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


BRAND NEUE CORP.


(Development stage Company)


Notes to the Financial Statements


June 30, 2010





2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued




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.           NOTES PAYABLE




During the period, the Company obtained loans from various parties totalling $445,176.  These loans relating to actual funds advanced to the Company, consulting fees and office expenses not paid by the Company but reverted to loan status. Certain of these loans bear interest at 10% per annum whereas others have no interest rate attached thereto.   The loans are repayable on a demand basis and are convertible into common shares at the price of $0.25 per share which would result in the issuance of 1,780,704 common shares.  At this time no valuation has been assigned to the conversion rights.





4.           SIGNIFICANT TRANSACTIONS WITH RELATED PARTY




Officers-directors and their families have acquired 14.8% of the common stock issued and have made no interest, demand loans to the Company of $98.378 and have made contributions to capital of $39,000 in the form of expenses paid for the Company.





5.           CAPTIAL STOCK





On January 31, 2008, the Company issued to its directors and officers a total of 120,000,000 post split common shares for a total consideration of $2,000.  On February 28, 2008, the Company issued 36,330,000 post split common shares for a total consideration of $30,276.  During the year certain directors and shareholders returned to Treasury 131,958,095 post split shares for cancellation.   This resulted in the balance of shares issued and outstanding being 24,371,905 post split shares.   The post split shares have been shown as such since inception.





6.
LOAN RECIEVABLE





On May 18, 2010, the Company issued a loan receivable to Riptide Trading Inc. (non related party) for $15,000 no interest demand.





7.           EXCLUSIVE DISTRIBUTOR OF LUMA VUE, INC. PRODUCTS





On June 1, 2010, the Company entered into a Contract (the “Contract”) with Luma Vue, Inc. (“Luma”) to become the exclusive distributor of Luma advanced LED lighting products and lighting systems in North America. The Contract provides that the Company and Luma will equally split any profits above Luma’s quoted price to the Company for the products. Additionally, pursuant to the terms of the Contract, the Company will provide Luma a $500,000 line of credit on purchase orders to be used for Luma’s inventory needs directly related to purchase orders, which will be secured by a first lien on Luma’s inventory and products financed by such line of credit. The Contract also provides that upon entry into the Contract, the Company deposited $250,000 to Luma’s for inventory to be selected by the Company, and the terms of payment were $200,000 as of the signing date of the Contract and $50,000 seven business days from the signing date of the Contract.


9


BRAND NEUE CORP.


(Development stage Company)


Notes to the Financial Statements


June 30, 2010





8.           STOCK SUBSCRIPTIONS RECEIVED





On June 4, 2010, the Company closed a private placement of shares with certain accredited investors (the “Investors”) pursuant to the terms of an Investment Purchase Agreement (the “Agreement”) whereby the Company sold to the Investors 2,530,000 common shares of the Company (the “Shares”).  The aggregate cash proceeded shares to be received the Company of $392,524 as at this quarter. 785,048 common shares of the Company will be issued at a price of $0.50 per share until the investors provide complete information. .





9.           GOING CONCERN





The Company intends to seek business opportunities that will provide a profit.  However, the Company does not have the working capital necessary to be successful in this effort and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional loans from related parties, and equity funding, which will enable the Company to operate for the coming year.





10.          SUBSEQUENT EVENTS





The Company has evaluated subsequent events from the balance sheet date through August 5, 2010 and has found no material subsequent events to report.


10


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





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




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





DESCRIPTION OF BUSINESS AND PROPERTY


Our Business




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





History and Organization





Brand Neue Corp., formerly Qele Resources Inc. (the “Company,” “we,” “us,” or “our”), was incorporated on March 15, 2007 in the State of Nevada. On July 10, 2009 the Company changed its name from “Qele Resources, Inc.” to “Brand Neue Corp.” The Company does not have any subsidiaries.  The Company has never been subject to any bankruptcy, receivership or similar proceedings or to any merger or consolidation transactions.





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





During and subsequent to the fiscal year ended March 31, 2010, the Company has not made any significant efforts towards the exploration of the Levuka Claim and during the current year the Company abandoned the Levuka Claim. Instead, during such period the Company has focused on diversifying its business and became involved in bringing innovative products and innovations to market. The Company has become dedicated to globally sourcing, developing, marketing, licensing and distributing innovative new products to food service, retail, manufacturing and industrial application clients worldwide. As part of such product innovation business, the Company became focused on environmentally beneficial product lines. The Company has obtained exclusive distribution rights from third parties to a number of innovative products.





The Company’s address is 105 S.E. Executive Drive, Suite 13, Bentonville, Arkansas, 72712 and its business number is (479) 845-0109.  Our registered office is located at 2470 Saint Rose Parkway, Suite 304, Henderson, Nevada, 89074 (Telephone: 702-818-5898).




Products




Lindal Double Piston Can: patented product




The Lindal Double Piston Can (the “Piston Can”) is a “super green” antidote to the conventional ozone-depleting aerosol spray cans that contain butane and other incendiary gasses.  The Piston Can was developed by Lindal Dispenser GmbH of Germany, Argenius Wordwide LLC of the United States and RPC Bramlage DHS BV of the Netherlands. The Piston Can affords propellant-free and uniform spray of most viscous products (range from water to oil),




11


using simple physics and compressed air.  The system is 100% recyclable, and because it does not require butane or other incendiary gasses to propel contents, is non-flammable and transport risk-neutral, and does not contribute to ambient air pollution.




The Company has exclusive agency rights to sell and distribute the Piston Can with actuators in the territories of Puerto Rico, India, Ireland, Brazil, Argentina, China, United Kingdom, Japan, Costa Rica, El Salvador, Chile, Guatemala, Honduras and Nicaragua, to specified major retailers and their subsidiaries and affiliates. The Company has distribution rights for the Piston Can for applications including: beauty products, hair shampoo, hair conditioner, hair mousse, hair sprays, body sprays styling and coloring products, deodorants, cosmetics, nutraceuticals, vitamin and mineral enhanced re-hydrating waters, sun protection products, nasal sprays, wound wash sprays, rash sprays, air fresheners, caulking, lubricants, three-in-one oils, and paint sprays.




Gizmo Closure: patented product




Through an assignment agreement with World Sourcing & Supplier Development, Inc. (“World Sourcing”), the Company acquired all of World Sourcing’s rights and interest in and to a license agreement (the “License Agreement”) dated June 1, 2009, between World Sourcing and Gizmo Packaging Ltd., a company established pursuant to the laws of Scotland (“Gizmo”).  The License Agreement affords the Company, as successor to World Sourcing, an option to acquire the rights with respect to the manufacture, marketing, distribution and sale of a bottle capping device called the “Gas Cap” or the “Gizmo Closure” and the employment of technology and improvements related thereto for a period of fifteen years from June 1, 2009.  The Company has such rights in all fifteen world markets identified and occupied by the leading retail company Wal-Mart Stores, Inc.  The Gizmo Closure is a plastic beverage cap that has built into it a reservoir under pressure which, when twisted by the user, releases a jet of effervescence and flavors (or vitamins, or other additives) into a beverage. By adding flavors, vitamins, herbs, medicines, essences, colors, concentrates or other active ingredients to a variety of base liquids, the Gizmo Closure produces fresh and ready to drink or use liquid products in plastic or glass bottles. We believe the Gizmo Closure is particularly attractive to children as it adds to the fun of a beverage and the “Wow Factor. ”  In addition, we believe the device is also very useful for applications such as vitamin beverages as it prevents decay of vitamins which occurs with beverages that have vitamins exposed to light in the bottle.





The Company’s agreement for the Gizmo Closure includes exclusive worldwide rights for women’s drinks, children’s drinks, protein drinks, naturally sweetened drinks, organic energy drinks, pet drinks, pet water, fruit drinks, vegetable drinks, spice teas, fruit teas, enhanced waters, alcoholic beverages and coffee beverages, with non-exclusive rights for regular and green teas.




Luma Vue: patented products




On June 1, 2010, the Company became the exclusive distributor of Luma Vue, Inc. LED Products and Systems’ (“Luma Vue”) advanced LED lighting products and lighting systems in North America. The Company has acquired specific rights for the various LED product applications including marker board, LED lamps, LED cooler, markers, easels, LED light boxes and frames, LED tubes, LED flood lights, LED warehouse lights and LED outdoor lights.




StaSAFE All Natural Hand Sanitized & Protector





The Company has exclusive agency rights to sell and distribute the StaSAFE All Natural Hand Sanitizer & Protector (“StaSAFE”) in all retail markets in China, Indonesia, Taiwan, Brazil and Mexico; non-exclusive agency rights in the United States; and exclusive world agency rights (excluding online sales) for specified mega retailers and affiliated and associated companies. The StaSAFE is a hand sanitizer developed and manufactured by Argenius Wordwide LLC of the United States.


12


KWIKSHOT ‘Click’ Dripless Caulking and Adhesive Gun





The Company is also the exclusive distributor in North America of the KWIKSHOT ‘Click’ dripless caulking and adhesive gun (the “Kwikshot”) to all retail markets. The Kwikshot is a product developed and manufactured by RPC Bramlage of Germany which we believe vastly improves the execution and efficiency of a time-consuming and wasteful residential and commercial construction and renovation task.





Sales, Marketing and Distribution





We distribute our innovative products directly to retailers or through licensees whom we license to distribute the products.





Our Strategy





Part of the Company’s strategy is to obtain rights to intellectual property by entering into exclusive agreements with third parties. In addition, our strategy is to focus on environmentally beneficial product lines and to explore business opportunities through product negotiations in various countries where Wal-Mart Stores, Inc. has a presence. The Company has obtained rights to the distribution and marketing of various products on markets which include North America, Puerto Rico, Ireland, India, Brazil, Argentina, China, the Untied Kingdom, Japan, Costa Rica, El Salvador, Chile, Guatemala, Honduras, Nicaragua.





Competitive Factors





Our product innovation business operates in highly competitive markets. We compete with traditional suppliers who are proposing innovative new solutions.  Many of our competitors are significantly larger, have greater market share and have greater financial and marketing resources than us.  While we largely compete on the basis of product quality, innovation, brand strength and service, price is also an important basis of selection and competition.





Intellectual Property





We rely on various distribution agreements with third parties, which grant us the right to distribute and sell our innovative products.  Generally, the distribution agreements are tenured and renew upon the satisfaction of target sales. No assurance can be given that we will meet target sales and that the distribution agreements will be renewed.





The innovative products are proprietary to the third parties with whom we entered into distribution agreements and generally, are protected by patents. Despite such patent protection, unauthorized parties may attempt to copy aspects of such products or to obtain and use information that we regard as proprietary.Policing unauthorized use of our products is difficult.  In addition, the laws of some foreign countries in which we sell products do not protect proprietary rights as fully as do the laws of the United States. There can be no assurance that the means of protecting our proprietary rights or the proprietary rights of the third parties with whom we entered into distribution agreements in the United States or abroad will be adequate or that competition will not independently develop similar technology.





Employees





As of June 30, 2010, we had no employees other than our officers and directors, who have not received compensation for their services.  Although we do not have any employment agreements with our directors and officers, we have entered into consulting agreements with John J. Ryan III, the Company’s President and Adi Muljo, the Company’s Chief Executive Officer and Chairman of the Board of Directors and Harrison Management Corporation, an entity owned by R. Bev Harrison, the Company’s Chief Financial Officer for certain marketing management and sales services to the Company.


13


We do not presently have any pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to our officers and directors.





We do not intend to hire additional employees at this time. However if the need arises, we will consider entering into consulting agreements with independent contractors for various services, as necessary.





Critical Accounting Policies




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






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




Our intended exploration activities are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable exploration activity or income from its investments. As of June 30, 2010, we have not generated revenues, and have experienced negative cash flow from minimal exploration activities. We may look to secure additional funds through future debt or equity financings. Such financings may not be available or may not be available on reasonable terms.





Overview




Our financial statements contained herein have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. We incurred net losses from operations for the period from inception on March 15, 2007 to June 30, 2010 of $476,389. We did not earn any revenues during the aforementioned period.





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





Liquidity and Capital Resources




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




As of June 30, 2010 our total assets were $636,846 and our total liabilities were $649,436, including $98,378 which was owed to related parties.





Our future operations are dependent upon our ability to obtain third party financing in the form of debt and equity and ultimately to generate future profitable operations. As of June 30, 2010, we have not generated revenues, and have experienced negative cash flow from operations. We may look to secure additional funds through future debt, equity financings or advances from our officers and directors. These sources of financing may not be available or may not be available on reasonable terms.


14


Three months ended June 30, 2010




We incurred expenses of $131,079 for the three months ended June 30, 2010:




Expenses

For the three

months ended June 30, 2010Accounting & Audit

$
6,605Bank Charges


133Edgarzing


4,835Filing fees


2,736Legal


38,748Management fees


17,509Office


5,457Rent


37,426Telephone


740Amortization


6,317Total


120,506Interest


10,573Net Loss Total

$
131,079





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





Balance Sheet




Total cash as at June 30, 2010 was $65,089.  Our working capital deficiency as of June 30, 2010 was $12,590.  If amounts owed to related parties are excluded there is still a working capital deficit of $98,378.





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





Total shareholders’ deficit as of December 31, 2009 was $76,846.  Total shares outstanding as at June 30, 2010 were 24,371,905.





ITEM 3.                     QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK





Market Information




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





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





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





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


15


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





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





In addition, the stock market in general, and the market prices for thinly traded companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of such companies.  These wide fluctuations may adversely affect the trading price of our shares regardless of our future performance.  In the past, following periods of volatility in the market price of a security, securities class action litigation has often been instituted against such company.  Such litigation, if instituted, whether successful or not, could result in substantial costs and a diversion of management’s attention and resources, which would have a material adverse effect on our business, results of operations and financial conditions.





Trends




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





ITEM 4.                     CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





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





ITEM 4T                   CONTROLS AND PROCEDURES





Changes in Internal Controls





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


16


PART 11 – OTHER INFORMATION





ITEM 1.                     LEGAL PROCEEDINGS





There are no legal proceedings to which the Company is a party, nor to the best of management’s knowledge are any material legal proceedings contemplated.





ITEM 1A                   RISK FACTORS





ANY INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER INFORMATION IN THIS FORM 10-Q BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING  RESULTS  AND FINANCIAL CONDITION  COULD  BE  SERIOUSLY HARMED.  INVESTORS MAY LOSE ALL OR PART OF THEIR INVESTMENT IN OUR COMPANY.





Risks Relating to Our Business





Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.





We have a limited operating history.  As such, our historical operating results may not provide a meaningful basis for evaluating our business, financial performance and prospects.  We may not be able to achieve a similar growth rate in future periods.  Accordingly, you should not rely on our results of operations for any prior periods as an indication of our future performance.  Our success is significantly dependent on meeting business objectives.  Our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history.  We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage.If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.





We have incurred losses in prior periods and may incur losses in the future.





We incurred net losses of $476,389 for the period from March 15, 2007 (inception) to June 30, 2010.  No assurance can be given that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. No assurance can be given that future operations will be profitable. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us.





Our auditors have expressed substantial doubt about our ability to continue as a going concern.





Our auditors’ report on our June 30, 2010 financial statements expressed an opinion that our Company’s capital resources as of June 30, 2010 are not sufficient to sustain operations or complete our planned activities for the upcoming year unless we raise additional funds.   These conditions raise substantial doubt about our ability to continue as a going concern.   If we do not obtain additional funds there is the distinct possibility that we will no longer be a going concern and will cease operation which means any persons purchasing shares will loss their entire investment in our Company.




If demand for our products fails to emerge or we fail in the execution of the marketing or distribution of such products we may not be able to carry out our long-term business strategy.




Our long-term business strategy includes the penetration of existing, well-established markets with our innovative brand of products.  Our success depends on our ability to consistently appeal to the changing needs and preferences


17


of our customers and end consumers.  Potential customers may be reluctant to adopt our products because of unfamiliarity, higher costs, and lack of consumer awareness or loyalty toexisting products. If demand for our products and technologies in such markets does not develop or continue to grow our profitability would be harmed and our ability to carry out our long-term business strategy would be adversely affected.




We operate in highly competitive consumer categories.




Our business operates in highly competitive markets.  We face competition from both traditional suppliers and from competitors who, like us, are proposing innovative new solutions.  The markets in which we operate continue to change in response to innovations, regulatory changes and other factors.  We cannot predict with certainty the changes that may occur and the effect of those changes on the competitiveness of our business. It is possible that our competitors may improve more rapidly or effectively, adversely affecting our sales, margins and profitability.  Developments by others may render our products noncompetitive, or we may be unable to keep pace with innovative developments or other market factors.




In addition, the barriers to entry for new participants in the markets in which we operate are low.  New participants can gain access to such markets and become a significant source of competition for our products.  Further, many of our potential competitors are significantly larger, have greater market share and have greater financial and marketing resources than us.  While we largely compete for customers on the basis of product quality, innovation, brand strength and service, price is also an important basis of selection and competition.   No assurance can be given that we will be able to offer our products at competitive prices.  If we are forced to lower our prices, our profit margins would suffer.  Further, we believe that we will likely be required to invest significant resources to continue to develop and market our products and to further adapt to the changing competitive environment.  No assurance can be given that we will be able to compete effectively.




If we cannot continue to develop or acquire rights to new products in a timely manner, and at favorable margins, we may not be able to compete effectively.




We believe that our future success will depend, in part, upon our ability to introduce innovative design extensions for our existing products and to develop, or acquire the rights to market and distribute, new products. No assurance can be given that we will be successful in the introduction, distribution and marketing of any new products or product innovations or achieve market acceptance of such products. Our failure to develop or acquire rights to new products or to introduce such products successfully and in a timely manner, and at favorable margins, would harm our ability to successfully grow our business and could have a material adverse effect on our business, results of operations and financial condition.





Our growth will depend on its ability to develop our brands, and these efforts may be costly.





Management believes building our brand will be critical to achieving acceptance of the our products, which will require an increased focus on active marketing efforts. The demand for and cost of advertising have been increasing, and may continue to increase. Accordingly, we believe that we will need to spend increasing amounts of money on, and devote greater resources to, advertising, marketing, and other efforts to create and maintain brand loyalty among customers.  Brand promotion activities may not yield increased revenues, and even if they do, any increased revenues may not offset the expenses incurred in building our brand. If we do attract new customers for our products, no assurance can be given that such customers will purchase our products on a regular basis. If we fail to promote and maintain our brand, or if we incur substantial expenses in an unsuccessful attempt to promote and maintain our brand, our business would be harmed.




Seasonality and weather conditions may cause our operating results to vary from quarter to quarter.




We anticipate that sales of certain of our products may be seasonal and weather conditions may also impact sales.  In any particular quarter, these factors could have a material adverse effect on our business, results of operations and financial condition.


18


We may in the future become subject to intellectual property litigation, which would be costly to defend and may face intellectual property infringement claims that could result in loss of significant rights and the assessment of treble damages.




From time to time, we and the parties from who we license some of our intellectual property may receive notices of claims of infringement, misappropriation or misuse of other parties’ proprietary rights.  Some of these claims may lead to litigation, which would be costly to defend and could invalidate our intellectual property or the intellectual property of the parties from whom we license some of our intellectual property.  Defending and prosecuting intellectual property suits are costly and time-consuming.  No assurance can be given that we will prevail in these actions, or that other actions alleging misappropriation or misuse by us of third party trade secrets, infringement by us of third party patents and trademarks or the validity of any patents that we may obtain in the future, will not be asserted or prosecuted against us.




We may also initiate claims to defend and enforce our intellectual property, to protect our trade secrets or know-how or to determine the enforceability, scope and validity of the proprietary rights of others.  Intellectual property litigation, regardless of outcome, is expensive and time-consuming, could divert management’s and technical personnel’s attention from the business and have a material negative effect on our business, operating results or financial condition.





If there is a successful claim of infringement against us, we may be required to pay substantial damages (including treble damages if we were to be found to have willfully infringed a third party’s patent) to the party claiming infringement, develop non-infringing methods or processes, stop selling our products or using methods or processes that contain the allegedly infringing intellectual property or enter into royalty or license agreements that may not be available on acceptable or commercially practical terms, if at all.  Such successful claims of infringement against us would have a material adverse effect on our business, financial condition, results of operations and future growth prospects.  Our failure to develop non-infringing technologies or license the proprietary rights on a timely basis could harm our business.




If we, or the parties with which we contract, fail to adequately protect the intellectual property rights of the products we market and distribute, competitors may manufacture and market products similar to ours, which could adversely affect our market share and results of operations.




Our success with our proprietary products and the products we license and distribute depends, in part, on our ability and the ability of the parties from whom we license such products to protect current and future technologies and products and to defend intellectual property rights. Failure to adequately protect such intellectual property rights may allow competitors to manufacture and market products similar to ours. No assurance can be given that patents will be issued for any patent applications relating to our products or that any existing or future patents that we receive or license will provide competitive advantages for our products. In addition, no assurance can be given that competitors will not challenge, invalidate or avoid the application of any existing or future patents that we receive or license. Further, patent rights may not prevent our competitors from developing, using or selling products that are similar or functionally equivalent to our products.




In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States. Despite the measures taken by us, it may be possible for a third party to copy or otherwise obtain and use our intellectual property and information without authorization. Policing unauthorized use of our intellectual property is difficult, and litigation could become necessary in the future to enforce our intellectual property rights. Any litigation could be time consuming and expensive to prosecute or resolve, result in substantial diversion of management attention and resources, and materially harm our business, financial condition and results of operations.




Our business involves the potential for product recalls, product liability and other claims against us, which could affect our earnings and financial condition.




As a distributor of consumer products, we are subject to the Consumer Products Safety Act, which empowers the Consumer Products Safety Commission to exclude from the market products that are found to be unsafe or hazardous.


19


Under certain circumstances, the Consumer Products Safety Commission may require us to repurchase or recall one or more of our products. Additionally, laws regulating certain consumer products exist in some cities and states, as well as in other countries in which we sell our products, and more restrictive laws and regulations may be adopted in the future. Any repurchase or recall of our products could be costly to us and could damage our reputation. If we were required to remove, or we voluntarily removed, our products from the market, our reputation could be tarnished and we might have large quantities of finished products that we could not sell.




We also face exposure to product liability claims in the event that one of our products is alleged to have resulted in property damage, bodily injury or other adverse effects. Additionally, we do not currently maintain product recall or product liability insurance. As a result, product recalls or product liability claims could have a material adverse effect on our business, results of operations and financial condition.




In addition, we face potential exposure to unusual or significant litigation arising out of alleged defects in our products or otherwise. We spend substantial resources ensuring compliance with governmental and other applicable standards. However, compliance with these standards does not necessarily prevent individual or class action lawsuits, which can entail significant cost and risk. We do not maintain insurance against many types of claims involving alleged defects in our products that do not involve personal injury or property damage. As a result, these types of claims could have a material adverse effect on our business, results of operations and financial condition.




Our operations are dependent upon third-party suppliers whose failure to perform adequately could disrupt our business operations.




We expect to source a significant portion of our products from third parties, either directly or through the party from whom we have obtained distribution rights. Our ability to select and retain reliable vendors who provide timely deliveries of quality products will impact our success in meeting customer demand for timely delivery of quality products. We do not expect to enter into long-term contracts with our primary vendors and suppliers. Instead, most parts and products are expected to be supplied on a “purchase order” basis. As a result, we may be subject to unexpected changes in pricing or supply of products. In addition, the current credit crisis and turbulent macroeconomic environment may affect the liquidity and financial condition of our suppliers. Should any of these parties fail to manufacture sufficient supply, go out of business or discontinue a particular component, we may not be able to find alternative suppliers in a timely manner, if at all. Any inability of our suppliers to timely deliver quality parts and products or any unanticipated change in supply, quality or pricing of products could be disruptive and costly to us.




Our operating results can be adversely affected by changes in the cost or availability of raw materials.




Pricing and availability of raw materials for the products we distribute and license can be volatile due to




numerous factors beyond our control, including general, domestic and international economic conditions, labor costs, production levels, competition, consumer demand, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials.




During periods of rising prices of raw materials, there can be no assurance that we will be able to pass any portion of such increases on to customers. Conversely, when raw material prices decline, customer demands for lower prices could result in lower sale prices and, to the extent we have existing inventory, lower margins. As a result, fluctuations in raw material prices could have a material adverse effect on our business, results of operations and financial condition.




Additionally, some of our products may require materials which are subject to supply shortages. Supply shortages for a particular type of material can delay production or cause increases in the cost of manufacturing our products. This could have a material adverse effect on our business, results of operations and financial condition.


20


We are subject to several production-related risks which could jeopardize our ability to realize anticipated sales and profits.




In order to realize sales and operating profits at anticipated levels, we must source and deliver in a timely manner products of high quality.  Among others, the following factors can have a negative effect on our ability to do these things:





•

labor difficulties;•

scheduling and transportation difficulties;•

management dislocation;•

substandard product quality, which can result in higher warranty, product liability and product recall costs;•

delays in development of quality new products;•

changes in laws and regulations, including changes in tax rates, accounting standards, and environmental, safety and occupational laws;•

health and safety laws and regulations; and•

changes in the availability and costs of labor.





Any adverse change in the above-listed factors could have a material adverse effect on our business, results of operations and financial condition.




Because we expect to either source our products from independent third parties or acquire them from our distribution partners, who themselves must source them from independent third parties, our product lead times are expected to be relatively long. Therefore, we may have to commit to production or the purchase of product in advance of firm customer orders.  If we fail to forecast customer or consumer demand accurately we may encounter difficulties in filling customer orders or in liquidating excess inventories, or may find that customers are canceling orders or returning products.  Additionally, changes in retailer inventory management strategies could make inventory management more difficult.  Any of these results could have a material adverse effect on our business, results of operations and financial condition.




Our success is dependent upon our ability to maintain our relationships with retailers and other channel partners, to expand such relationships and develop new relationships.





Our business depends significantly on our relationships with retailers and other channel partners.  No assurance can be given that any such retailers or channel partners will continue their relationships with us, and the loss of one or more of these partners could have a material adverse effect on our business, results of operations and financial condition.




Our ability to grow our business will therefore depend to a significant degree upon our ability to develop new relationships with such retailers and channel partners and to expand existing relationships.  No assurance can be given that new partners will be found, that any such new relationships will be successful when they are in place, or that business with current partners will increase. Failure to develop and expand such relationships could have a material adverse effect on our business, results of operations and financial condition.




Changes in the retail industry and markets for consumer products affecting our partners or retailing practices could negatively impact existing partner relationships and our results of operations.




We license and distribute our products to retailers and distributors. A significant deterioration in the financial condition of any major partner could have a material adverse effect on our sales and profitability.  Similarly, the replacement,


21


poor performance or financial default of a major partner or one of its major customers or the sale of a distributor to a competitor could adversely affect our businesses.  We may also be negatively affected by changes in the policies of any of these partners, such as inventory destocking, limitations on access to and time on shelf space, use of private label brands, price demands, payment terms and other conditions, which could negatively impact our results of operations.




There is a growing trend among retailers in the U.S. and in foreign markets to undergo changes that could decrease the number of stores that carry our products or increase the concentration of ownership within the retail industry, including:




·
consolidating their operations;




·
undergoing restructurings or store closings;




·
undergoing reorganizations; or




·
realigning their affiliations.





These consolidations could result in a shift of bargaining power to the retail industry and in fewer outlets for our products. Further consolidations could result in price and other competition that could reduce our margins and negatively impact our results of operations.





We are subject to risks related to our dependence on the strength of retail economies in various parts of the world and our performance may be affected by general economic conditions and the current global financial crisis.




Our business depends on the strength of the retail economies in various parts of the world, primarily in North America and to a lesser extent Asia, Central and South America and Europe, which have recently deteriorated significantly and may remain depressed, or be subject to further deterioration, for the foreseeable future. These retail economies are affected primarily by factors such as consumer demand and the condition of the retail industry, which, in turn, are affected by general economic conditions and specific events such as natural disasters, terrorist attacks and political unrest. The impact of these external factors is difficult to predict, and one or more of the factors could adversely impact our business, results of operations and financial condition.




Purchases of many consumer products are discretionary and tend to be highly correlated with the cycles of the levels of disposable income of consumers. As a result, any substantial deterioration in general economic conditions could adversely affect consumer spending patterns, our business and our results of operations. In particular, decreased consumer confidence or a reduction in discretionary income as a result of unfavorable macroeconomic conditions may negatively affect our business. If the current macroeconomic environment persists or worsens, consumers may reduce or delay their purchases of our products. Any such reduction in purchases could have a material adverse effect on our business, financial condition and results of operations.




Changes in foreign, cultural, political and financial market conditions could impair our international operations and financial performance.




Some of our operations are conducted or products are sold in countries where economic growth has slowed or where economies have suffered economic, social and/or political instability or hyperinflation or where the ability to repatriate funds has been delayed or impaired in recent years. Current government economic and fiscal policies, including stimulus measures and currency exchange rates and controls, in these economies may not be sustainable.  Our international operations, including distribution and sourcing operations, and the international operations of our customers, are subject to inherent risks which could adversely affect us, including, among other things:




·
protectionist policies restricting or impairing the manufacturing, sales or import and export of our products;




·
new restrictions on access to markets;




22


·
lack of developed infrastructure;




·
inflation or recession;




·
devaluations or fluctuations in the value of currencies;




·
changes in and the burdens and costs of compliance with a variety of foreign laws and regulations, including tax laws, accounting standards, environmental laws and occupational health and safety laws;




·
social, political or economic instability;




·
acts of war and terrorism;




·
natural disasters or other crises;




·
reduced protection of intellectual property rights in some countries;




·
increases in duties and taxation; and




·
restrictions on transfer of funds and/or exchange of currencies; expropriation of assets; and other adverse changes in policies, including monetary, tax and/or lending policies, encouraging foreign investment or foreign trade by our host countries.





Should any of these risks occur, our ability to sell or export our products or repatriate profits could be impaired and we could experience a loss of sales and profitability from our international operations, which could have a material adverse impact on our business.




Our results could be adversely affected if the cost of compliance with environmental, health and safety laws and regulations becomes too burdensome.




Our operations are subject to federal, state and local environmental, health and safety laws and regulations, including those that impose workplace standards and regulate the discharge of pollutants into the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of materials and substances including solid and hazardous wastes.  We believe that we are in material compliance with such laws and regulations and that the cost of maintaining compliance will not have a material adverse effect on our business, results of operations or financial condition.  However, due to the nature of our operations and the frequently changing nature of environmental compliance standards and technology, no assurance can be given that future material capital expenditures will not be required in order to comply with applicable environmental, health and safety laws and regulations.




We may be subject to environmental and other regulations due to our distribution and marketing of products in certain states and countries.  We also face increasing complexity in our product design and procurement operations as we adjust to new requirements relating to the materials composition of our products.  No assurance can be given that the costs to comply with these new laws, or with current and future environmental and worker health and safety laws, will not have a material adverse effect on our business, results of operations and financial condition.


23


If we are unable to obtain additional financing our business operations will be harmed and if we do obtain additional financing our then existing shareholders may suffer substantial dilution.





We will need to obtain additional financing in order to complete our business plan.  Obtaining additional financing will be subject to market conditions, industry trends, investor sentiment and investor acceptance of our business plan and management.  These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us.  If we are not successful in obtaining financing in the amount necessary to further our operations or unable to obtain financing on favorable terms, implementation of our business plan may fail or be delayed.If we are unsuccessful in obtaining additional financing when we need it, our business may fail before we ever become profitable and our shareholders may lose their entire investment.  If we are successful in obtaining additional financing it would likely result in dilution to existing shareholders.





We are subject to new corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.





We may face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the Securities and Exchange Commission and the Public Company Accounting Oversight Board.  These laws, rules and regulations continue to evolve and may become increasingly stringent in the future.  We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”).  Furthermore, an attestation report on our internal controls from our independent registered public accounting firm is required as part of our annual report for the fiscal year ending March 31, 2010.  We strive to continuously evaluate and improve our control structure to help ensure that we comply with Section 404 of the Sarbanes-Oxley Act.  The financial cost of compliance with these laws, rules and regulations is expected to remain substantial.  No assurance can be given that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters.  Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities.





Inability of our officers and directors to devote sufficient time to the operation of the business may limit our success.





Presently, our officers and directors allocate only a portion of their time to the operation of our business. If the business requires more time for operations than anticipated or the business develops faster than anticipated, the officers and directors may not be able to devote sufficient time to the operation of the business to ensure that it continues as a going concern. This lack of sufficient time of our management may result in limited growth and success of the business.





The Company may have difficulty managing any future growth.





To implement our business objectives, we may need to grow rapidly in the future and we expect that such growth would lead to increased responsibility for both existing and new management personnel.  To help manage future growth effectively we must hire and integrate new personnel and manage expanded operations.  The growth in business, headcount and relationships with customers and other third parties is expected to place a significant strain on our management systems and resources.  Our failure to manage our future growth successfully would have a material adverse effect on the quality of our products, our ability to retain customers and key personnel and our operating results and financial condition.


24


Risks Related to Our Common Stock





A limited public trading market exists for our common stock, which makes it more difficult for our


Shareholders to sell their common stock in the public markets.





Although our common stock is quoted on the OTCBB under the symbol “BRNZ,” there is a limited public market for our common stock.  No assurance can be given that an active market will develop or that shareholders will ever be able to liquidate their shares of common stock without considerable delay, if at all.  Many brokerage firms may not be willing to effect transactions in the securities.  Even if a purchaser finds a broker willing to effect a transaction in these securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price.  Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance.  These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our common stock.





Our common stock may be subject to the penny stock rules which may make it more difficult to sell our common stock.





The Securities and Exchange Commission has adopted regulations which generally define a “penny stock” to be any equity security that has a market price, as defined, less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.  Our securities may be covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors such as, institutions with assets in excess of $5,000,000 or an individual with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with his or her spouse.  For transactions covered by this rule, the broker-dealers must make a special suitability determination for the purchase and receive the purchaser’s written agreement of the transaction prior to the sale.  Consequently, the rule may affect the ability of broker-dealers to sell our securities and also affect the ability of our shareholders to sell their shares in the secondary market.





FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.





In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.  Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers.  The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.





We have historically not paid cash dividends and do not intend to pay cash dividends.





We have historically not paid cash dividends to our shareholders and management does not anticipate paying any cash dividends on our common stock to our shareholders for the foreseeable future.  Initially, we intend to retain future earnings, if any, for use in the operation and expansion of our business.  Future dividend declarations and payments will be made at the discretion of our board of directors and will depend on, among other things, the capital needed to satisfy current and projected business opportunities, as well as applicable contractual and regulatory requirements.  No assurance can be given that the operation of the Company will result in sufficient revenues to enable the Company to operate at profitable levels or to generate positive cash flows.  Furthermore, no assurance can be given that our Board of Directors will declare dividends even if the Company is profitable.


25


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





On September 11, 2009, the directors declared a stock split on 88 new common shares for each one old common share outstanding.   This cancellation to the issued and outstanding share capital to 24,371,905 post stock split common shares.





ITEM 3.                     DEFAULTS UPON SENIOR SECURITIES





None




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





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





ITEM 5.                     OTHER INFORMATION





Set forth below is certain information concerning each of the directors and executive officers of the Company as of May 31, 2010:





Name and Address
Position(s)
AgeAdi Muljo (*)
Chief Executive Officer and Chairman
38John J. Ryan III
President
40R. Bev Harisson
Chief Financial Officer
65Ashmi Deo (*)
Director and Secretary
31Alex Eliashevsky
Director
35Kevin LaBranche
Director
42Deborah Appana
Director
38





ITEM 6.                     EXHIBITS





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





2

Corporate Charter (incorporated by reference from Brand Neue Corp.’s Registration Statement on Form S-1 filed on June 17, 2008, Registration No. 333-151708)3(i)

Articles of Incorporation (incorporated by reference from Brand Neue Corp.’s Registration Statement on Form S-1 filed on June 17, 2008, Registration No. 333-151708)3(ii)

By-laws (incorporated by reference from Brand Neue Corp.’s Registration Statement on Form S-1 filed on June 17, 2008, Registration No. 333-151708)


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10.1

Transfer Agent and Registrar Agreement (incorporated by reference from Brand Neue Corp.’s Registration Statement on Form S-1 filed on June 17, 2008 Registration No. 333-151708)10.2

Assignment Agreement with World Sourcing & Supplier Development, Inc. effective June 24, 2009 (incorporated by reference from Brand Neue Corp.’s 8-K Report filed on July 9, 2009)10.3

Sales Agency & Distribution Agreement dated January 22, 2010 by and between Brand Neue Corp. and Ryanstar Products, LLC (incorporated by reference from Brand Neue Corp.’s 8-K report filed on January 26, 2010)10.4

Consulting Agreement dated September 30, 2009 by and between Brand Neue Corp. and Adi Muljo (incorporated by reference from Brand Neue Corp.’s 8-K report filed on October 5, 2009)10.5

Consulting Agreement dated September 29, 2009 by and between Brand Neue Corp. and John J. Ryan III (incorporated by reference from Brand Neue Corp.’s 8-K report filed on October 5, 2009)10.6

Independent Contractor Agreement dated July 1, 2010 by and between Brand Neue Corp. and Harrison Management Corporation31.1

Rule 13(a) — 14(a)/15(d) — 14(a) Certification (Principal Executive Officer)31.2

Rule 13(a) — 14(a)/15(d) — 14(a) Certification (Principal Financial Officer)32

Section 1350 Certifications





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SIGNATURES




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





BRAND NEUE CORP.


(Registrant)





By:   /s/Adi Muljo


Adi Muljo


Chief Executive Officer and Director


Date: August 10, 2010





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on its behalf of the requirement and in the capillaries on the dates indicated.





By:   /s/Adi Muljo


Adi Muljo


Chief Executive Officer and Director


Date: August 10, 2010





By: /s/R. Bev Harrison


R. Bev Harrison


Chief Financial Officer


Date: August 10, 2010





By: /s/Alex Elishevsky


Alex Eliashevsky


Director


Date: August 10, 2010





By: /s/Kevin LaBranche


Kevin LaBranche


Director


Date: August 10, 2010




By: /s/Deborah Appana


Deborah Appana


Director


Date: August 10, 2010




By: /s/Ashmi Deo


Ashmi Deo


Director


Date: August 10, 2010


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