UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934 For the ~~fiscal~~transition ~~year~~period ~~ended~~from ~~March~~_______________________ ~~31, 2010~~to _______________________

¨Commission ~~TRANSITION~~File ~~REPORT~~number ~~PURSUANT~~000-53318 ~~TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934~~

~~For~~CULTURE ~~the~~MEDIUM ~~transition~~HOLDINGS CORP. ~~period~~(Formerly ~~from~~Brand toNeue ~~Commission~~Corp.) ~~File~~(Exact name ~~number~~of ~~333-151708~~registrant as specified in its charter)

BRAND NEUE CORP.

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

3470 East Russell Road, Suite 275, Las Vegas, NV	89120
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number 702-589-5849

Title of each share
None

_______________________________________
Former name, former address

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
( Title of Class)

~~(Exact name~~Indicate ofby check mark if the registrant is a well-known seasoned issuer, as ~~specified~~defined inby ~~its~~Rule ~~charter)~~405 of the Securities Act [ ] Yes [X] No

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act.
[ ] Yes [X] No

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

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 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 [ ]

~~Registrant’s~~Indicate ~~telephone~~by ~~number~~check ~~(479-)~~mark ~~845~~whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-~~0109~~T ~~Title~~(§229.405 of ~~each~~this ~~share~~chapter) ~~None~~during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

~~Former~~Indicate by check mark if disclosure of delinquent filers ~~name~~pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, ~~former~~and ~~address~~will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K [ ]

QELE RESOURCES INC. Lot 25, Mananikorovatu Road, 8 Miles Makoi, Nausori, Fiji Securities registered pursuant to Section 12(g) of the Act: None ( Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act ¨ Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Act. ¨ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K ¨

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

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

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

Yes ¨ No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recent completed second fiscal quarter.

The aggregate market value of the voting stock held by non-affiliates of the Registrant as of September 30, 2009 was $20,344,800 (computed by reference to the last sale price of a share of the registrant’s common stock on that date as reported by the Over the Counter Bulletin Board). For purposes of this computation, it has been assumed that the shares beneficially held by directors and officers of registrant were “held by affiliates”; this assumption is not to be deemed to be an admission by such persons that they are affiliates of registrant.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

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

As of ~~July~~ 1,August ~~2010~~15, there were outstanding 2429,~~371~~880,~~905~~571 shares of registrant’s common stock, par value $0.001 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Listed hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended March 15, 2007)

TABLE OF CONTENTS

		Page
PART 1
PART 1
ITEM 1.	Business.
ITEM 1.	Business.	2
ITEM 1A.	Risk Factors.
ITEM 1A.	Risk Factors.	5
ITEM 1B.	Unresolved Staff Comments.
ITEM 1B.	Unresolved Staff Comments.	14
ITEM 2.	Properties.
ITEM 2.	Properties.	14
ITEM 3.	Legal Proceedings.
ITEM 3.	Legal Proceedings.	14
ITEM 4.	Removed and Reserved
ITEM 4.	Removed and Reserved	14
PART II
PART II
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.	14
ITEM 6	Selected Financial Information.
ITEM 6	Selected Financial Information.	15
ITEM 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.
ITEM 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	16
ITEM 7A.	Quantitative and Qualitative Disclosure about Market Risk.
ITEM 7A.	Quantitative and Qualitative Disclosure about Market Risk.	19
ITEM 8.	Financial Statement and Supplementary Data.
ITEM 8.	Financial Statement and Supplementary Data.	19
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	20
ITEM 9A(T)	Controls and Procedures.
ITEM 9A(T)	Controls and Procedures.	20
ITEM 9B	Other information
ITEM 9B	Other information	22
PART III
PART III
ITEM 10.	Directors, Executive Officers and Corporate Governance.
ITEM 10.	Directors, Executive Officers and Corporate Governance.	22
ITEM 11.	Executive Compensation.
ITEM 11.	Executive Compensation.	26
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	28
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence.
ITEM 13.	Certain Relationships and Related Transactions, and Director Independence.	29
ITEM 14	Principal Accounting Fees and Services.
ITEM 14	Principal Accounting Fees and Services.	31
PART IV
PART IV
ITEM 15.	Exhibits, Financial Statement Schedules
ITEM 15.	Exhibits, Financial Statement Schedules	32
	SIGNATURES
	SIGNATURES	34

PART I

Cautionary Statement Regarding Forward-Looking Statements

Some discussions in this Form 10-K contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties and relate to future events or future financial performance. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this Form 10-K. Forward-looking statements are often identified by words such as “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “plans,” “seek” and similar expressions or words which, by their nature, refer to future events. In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology.

These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” below 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. In addition, you are directed to factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and as well as those discussed elsewhere in this Form 10-K.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. However, readers should carefully review the risk factors set forth in other reports or documents the Company files from time to time with the Securities and Exchange Commission (the “ SEC ”), particularly the Company’s Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

ITEM 1. BUSINESS

History and Organization

~~Brand Neue~~Culture Medium Holdings Corp., formerly ~~Qele~~Brand ~~Resources~~Neue ~~Inc~~Corp. (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~~On March 4, 2011 the Company ~~does~~changed ~~not~~its name ~~have~~from ~~any~~Brand ~~subsidiaries~~Neue Corp. to “Culture Medium Holdings Corp.” The Company has three 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 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~~ 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~~fiscal ~~year~~2010 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~~focused toits ~~globally~~efforts ~~sourcing,~~on ~~developing,~~nutraceutical ~~marketing, licensing~~ and ~~distributing~~ ~~innovative~~LED ~~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.

2The Company’s address is 3470 East Russell Road, Suite 275, Las Vegas, NV, 89120 and its business number is 702-789-5849. Our registered office is located at 2470 Saint Rose Parkway, Suite 304, Henderson, Nevada, 89074 (Telephone: 702-818-5898).

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~~The ~~Piston~~Company’s ~~Can~~51% owned subsidiary, Voyager Health Technologies Corp.http://voyagerhealth.com/ ~~patented~~is a network marketing company with a nutraceutical product line which focuses on areas of high priority within the North American population: obesity and weight-loss, inflammatory control and circulatory health, improved cognitive function and ADHD challenges, stress management, as well as antioxidative protection and immune health.

The ~~Lindal~~ ~~Double~~Company’s ~~Piston~~51% ~~Can~~owned ~~(the~~subsidiary, ~~“Piston~~InteLEDgent ~~Can”) is a~~Lighting ~~“super~~Solutions ~~green” antidote to the conventional ozone-depleting aerosol spray cans that contain butane and other incendiary gasses~~Inc. ~~The Piston Can was~~(ILS),http://inteledgent.com/ ~~developed~~distributes bysome ~~Lindal Dispenser GmbH~~ of ~~Germany, Argenius Wordwide LLC of~~ the ~~United~~ ~~States~~highest ~~and~~efficient, ~~RPC~~quality ~~Bramlage~~LED ~~DHS~~lighting BVin of the ~~Netherlands~~world today. ~~The~~InteLEDgent’s ~~Piston Can affords propellant-free and uniform spray of most viscous~~ products ~~(range~~are ~~from~~both ~~water~~economical to ~~oil),~~ ~~using~~operate ~~simple physics~~ and ~~compressed air~~environmentally friendly. The ~~system~~company isoffers ~~100% recyclable,~~a ~~and~~wide ~~because~~range itof ~~does~~LED ~~not~~products ~~require~~for ~~butane~~commercial ~~or other incendiary gasses to propel contents, is non-flammable~~ and ~~transport risk-neutral, and does not~~ ~~contribute~~residential ~~to ambient air pollution~~applications.

~~The~~ ~~Company~~Management ~~has~~of ~~exclusive~~InteLEDgent ~~agency~~has ~~rights~~been unable to ~~sell~~conclude ~~and~~any ~~distribute~~sales Since the ~~Piston~~Company ~~Can~~does ~~with actuators~~not inhave the ~~territories~~resources ofneeded ~~Puerto~~to ~~Rico,~~develop ~~India,~~the ~~Ireland,~~LED ~~Brazil,~~business ~~Argentina, China,~~at ~~United~~this ~~Kingdom~~time, ~~Japan,~~it ~~Costa~~has ~~Rica,~~decided ~~El Salvador, Chile, Guatemala, Honduras and Nicaragua,~~ to ~~specified~~discontinue ~~major~~those ~~retailers and their subsidiaries and affiliates~~operations. The ~~Company~~InteLEDgent ~~has~~assets ~~distribution~~are ~~rights~~reflected ~~for the Piston Can for~~as ~~applications~~"Net ~~including:~~assets ~~beauty~~of ~~products,~~discontinued ~~hair~~operations" in ~~shampoo,~~the ~~hair~~consolidated ~~conditioner,~~balance ~~hair mousse,~~sheet ~~hair sprays, body sprays styling~~ and ~~coloring~~operations ~~products,~~are ~~deodorants, cosmetics,~~reflected ~~nutraceuticals,~~as ~~vitamin~~"discontinued ~~and~~operations" in ~~mineral~~the ~~enhanced~~consolidated ~~re-hydrating~~statement ~~waters,~~of ~~sun protection~~operations. ~~products~~Accordingly, ~~nasal~~the ~~sprays,~~recorded ~~wound~~goodwill ~~wash sprays~~of $625,000 ~~rash~~was ~~sprays,~~impaired ~~air fresheners,~~at ~~caulking,~~March ~~lubricants~~31, ~~three-in-one oils, and paint sprays~~2011.

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.

Subsequent to our fiscal year ended March 31, 2010, on July 1, 2010, the License Agreement with Gizmo assigned to us by World Sourcing was terminated by Gizmo.

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.

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~~Our ~~of the Company’s~~ strategy is to ~~obtain~~deliver ~~rights~~sustainable toorganic ~~intellectual~~growth ~~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~~careful ~~marketing~~selection of ~~various~~business ~~products~~units onthat ~~markets~~create ~~which include North America, Puerto Rico, Ireland, India, Brazil, Argentina, China,~~ the ~~Untied~~protected ~~Kingdom,~~space ~~Japan,~~for ~~Costa~~the ~~Rica,~~birth Elof ~~Salvador,~~sustainable ~~Chile, Guatemala, Honduras, Nicaragua~~commerce.

Competitive Factors

Our product innovation ~~business~~businesses ~~operates~~operate in highly competitive markets. WeThey compete with traditional suppliers who are proposing innovative ~~new~~ new solutions. Many of our subsidiaries’ competitors are significantly larger, ~~have~~ have greater market share and have greater financial and marketing resources ~~than~~ than us. While weour subsidiaries 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

WeOur subsidiaries rely on various distribution agreements with third parties, which grant usthem the right to distribute and sell ~~our~~ their innovative products. Generally, the distribution agreements are tenured and renew upon the satisfaction of target sales. No assurance can be given that wethe subsidiaries 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 ~~December~~ March 31, ~~2009~~2011, we had no employees other than our officers and directors,. Except for our Chief Financial Officer none of our ~~who~~officers ~~have~~and ~~not~~directors have received compensation for their services. ~~Although~~ weWe do ~~not~~ not have any employment agreements with our directors and officers, weother ~~have entered~~than ~~into consulting agreements~~ with ~~John J. Ryan III, the Company’s~~ ~~President, 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~~.

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. In October, 2010 we adopted a stock option plan for officers and directors. 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.

WHERE YOU CAN FIND MORE INFORMATION

You are advised to read this Form 10-K in conjunction with other reports and documents that we file from time to time with the SEC. In particular, please read our Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K that we may file from time to time. You may obtain copies of these reports directly from us or from the SEC and the SEC’s Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information for electronic filers (including ~~Brand Neue~~Culture Medium Holdings Corp.) at its website at www.sec.gov.

ITEM 1A. RISK FACTORS

Risk Factors

An investment in our securities involves a high degree of risk. In evaluating our business and its future expectations, an investor should consider carefully the risk factors noted below. Any of the following risk factors, if they occur, could seriously harm our business and its operations. There may be risk factors we do not know exist at this time and therefore they are not included in the risk factors listed below. Even if they are deemed immaterial at the present time, they could develop whereby they will adversely affect our business. Our shares are speculative by nature and therefore the risk of purchasing our share is high. One should consider whether they can assume a loss of their entire investment.

All future investors in our shares should read this Form 10-K in its entirety including the financial statements and notes attached thereto.

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~~ 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 We incurred net losses of $~~345~~2,~~310~~579,267 for the period from March 15, 2007 (inception) to March 31, ~~2010~~2011. 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~~ Our auditors’ report on our March. 31, ~~2010~~2011 financial statements expressed an opinion that our Company’s capital resources as of March. 31, ~~2010~~2011 are not sufficient to sustain operations or complete our planned activities for the upcoming ~~year~~ 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 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 to existing 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~~ 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~~uncompetitive, 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~~ 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.

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. 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.

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, 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;

· 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.

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~~2011. 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.

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~~CLTR,” 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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments at the date of this Form 10-K.

ITEM 2. PROPERTIES

The Company’s office is located at ~~105~~Suite ~~S.E~~100, ~~Executive~~2190 ~~Drive~~E Pebble Road, ~~Suite~~Las 13Vegas, ~~Bentonville~~NV, ~~Arkansas~~ 89123.

During the ~~current~~fiscal ~~year~~2010 the Company abandoned the Levuka ~~Claim~~ Claim located in Fiji and has no further rights to the mineral on the claim nor ~~any~~ any future liability associated with it.

ITEM 3. LEGAL PROCEEDINGS

~~There~~In ~~are~~March, 2011 management of Voyager Health Technologies Corp. no(“Voyager”) ~~legal~~violated ~~proceedings~~the terms of its employment and consulting contract. As a result, the 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 ~~Company~~Voyager isoffices awith only ~~party~~their personal effects. Instead, ~~nor~~management tocontinued operating Voyager to the ~~best~~detriment of Culture Medium Holdings Corp. On May 17, 2011 the Court ~~management’s~~converted ~~knowledge~~the ~~are~~TRO ~~any~~to ~~material~~a ~~legal~~preliminary ~~proceedings~~injunction. On that date new management began ~~contemplated~~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 4. (REMOVED AND RESERVED)

Not applicable.

PART II

ITEM 5. MARKET REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

The Company’s common stock is quoted on the Over-The-Counter Bulletin Board (“ OTCBB ”) under the symbol ~~BRNZ~~CLTR. The following is the range of high and low bid prices for our common stock for the periods indicated. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

Fiscal Year Ended March. 31, 2011		High		Low
First Quarter (June 30, 2010)	$	1.27	$	0.13
Second Quarter (September 30, 2010)	$	1.10	$	0.40
Third Quarter (December 31, 2010)	$	0.41	$	0.25
Fourth Quarter (March. 31, 2011)	$	0.45	$	0.45

Fiscal Year Ended March 31, 2010	~~High~~	High		Low
First Quarter (June 30, 2009)	$	0.50	$	$0.50	~~0.50~~
Second Quarter (September 30, 2009)	$	0.56	$	$0.56	~~0.56~~
Third Quarter (December 31, 2009)	$	-0.49	$	$0.25	-
Fourth Quarter (March 31, 2010)	$	0.4531	$	$0.10	~~0.45~~

Fiscal Year Ended March 31, 2009	High		Low
First Quarter (June 30, 2008)	$	-	$	-
Second Quarter (September 30, 2008)	$	-	$	-
Third Quarter (December 31, 2008)	$	-	$	-
Fourth Quarter (March 31, 2009)	$	-	$	-

The closing price for our common stock on July 1, 2011 was $0.20. As of March 31, 2011, the Company had 82 shareholders.

The closing price for our common stock on July 1, 2010 was $0.74. As of March 31, 2010, the Company had 59 shareholders.

The Company has not paid any dividends on its common stock, and it does not anticipate that it will pay dividends in the foreseeable future. Our Board of Directors intends to follow a policy of retaining earnings, if any, to finance our growth. The declaration and payment of dividends in the future will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors.

There are no warrants or rights outstanding as of the date of this Form 10-K and none have been declared since the date of inception. The Company has not adopted any compensation plan under which its securities are authorized for issuance., No except for stock options. ~~have~~During ~~been~~the ~~granted~~year ~~since~~ended March 31, 2011 the Company’s ~~inception.~~issued

~~There~~700,000 ~~are~~common shares for $350,000 cash, under an agreement which provides no for ~~outstanding~~payment ~~conversion~~by ~~privileges~~the Company to those shareholders of an amount equal to 75% of all gross profits of the Company from the sale of products, after deducting direct expenses, up to an aggregate payment amount of $350,000. In addition, for ~~our~~the year following the date of issue of the shares, the Company’s has the right to repurchase up to one-half of those shares sold a price of $1.00 per share.
~~Subsequent to the fiscal year ending March 31~~900, ~~2009, on June 4, 2010, the Company closed a private placement financing with certain accredited investors (the “Investors”) whereby the Company sold to the Investors an aggregate of 2,530,~~000 common shares ~~of the Company (the “Shares”), at a price of $0.50 per share, for aggregate cash proceeds~~ to ~~the~~repay ~~Company of~~ $~~815,000 and debt conversion in the aggregate amount of $~~450,000. ~~The Company also agreed to pay to the Investors an amount equal to 75%~~ of ~~all~~advances ~~gross profits of the Company~~payable from the sale of products, after deducting direct expenses, up to an aggregate payment amount of $1,265,000. The Company has the right to repurchase, until June 4, 2011, up to one-half of the Shares sold to the Investors at a price of $1.00 per share. The Shares were sold pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended.
704,000 common shares for $332,000 cash and a warrant to purchase a further 704,000 shares at $1.00 each. These warrants were valued using the Black-Scholes model, producing a total warrant fair value of $318,531, which has been allocated to additional paid-in capital
400,000 common shares for $200,000 of investor relation services rendered
304,666 common shares for $$106,400 cash
2,500,000 common shares for 51% of InteLEDgent Lighting Solutions

In addition, in connection with the establishment of Voyager Health Technologies Corp. the Company is committed to issuing 2,000,000 common shares. However, the actual number of shares to be issued is dependent on the outcome of the dispute summarized in Item 3 above.

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 upon the exercise of stock options granted under the 2010 Plan. The options have an exercise price of $0.50 per share and vest at the rate of 20% of the grant in the 11^th, 23^rd, 35^th, 47^th and 59^th month after the date of grant.

On November 1, 2010 the Company awarded 500,000 stock options to a director and 400,000 stock options to a consultant.

In addition, a consultant who is paid monthly a combination of cash and stock options has earned a total of 126,000 stock options which are vested as of March 31, 2011.

The Company uses the Black Scholes formula to value the options outstanding at March 31, 2011. As a result, $107,443 was charged to income as the compensation element of the stock options outstanding at March 31, 2011

The transactions under which shares were sold for cash were done so pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL INFORMATION

The following summary financial data was derived from our financial statements. This information is only a summary and does not provide all the information contained in our financial statements and related notes thereto. You should read the “Management’s Discussion and Analysis or Plan of Operations” and our financial statements and related noted included elsewhere in this Form 10-K.

Operation Statement Data

		For the year ended March 31, 2010				March 15, 2007 (date of incorporation) to March 31, 2010
		For the years ended March 31
Revenue		$	-			$	-
		2011			2010
Exploration expenses			-				11,173
Sales	$	977,133			-
General and Administration			206,580				306,100
Operating income (loss)		(2,043,623	)		(257,458	)
Amortization			15,878				15,878
Discontinued operations		159,851			-
Interest Expenses			12,159				12,159
Interest expense, net of interest income		63,747			(12,159	)
Net loss			269,617				345,310
Pre start-up costs of subsidiary		200,488			-
Weighted average shares outstanding (basic)			24,371,905
Net loss		($2,467,709	)		($269,617	)
Weighted average shares outstanding (diluted)			24,371,905
Cash	$	115,734		$	155
Net loss per share (basic)		$	(0.01	)
Accounts and advances receivable		482,521			-
Net loss per share (diluted)		$	(0.01	)
Inventories		330,643			-
Balance Sheet Data
Accounts payable		394,303		$	60,165
Cash and cash equivalent		$	2,759
Accrued expenses		243,540			-
Total assets			2,759
Stockholders equity		456,337			(277,934	)
Total liabilities			591,164
Total Shareholders’ deficiency			(277,934	)

Our historical results do not necessary indicate results expected for any future periods.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Overview

We were incorporated in the State of Nevada on March 15, 2007. ~~We are a start-up stage~~ ~~company with no revenues and a limited operating history.~~ 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~~ onbe ~~bringing~~an ~~innovative~~investment ~~products~~holding tocompany ~~market~~which, ~~and~~through inits ~~the past year we~~subsidiaries, ~~have~~brings ~~focused~~innovative ~~our~~products ~~efforts~~to onmarket by entering into distribution agreements for various ~~products~~ ~~and bringing such~~ products ~~to market~~.

InWe have no historical information to allow anyone to base an ~~connection~~evaluation ~~with~~on our ~~innovation~~future ~~products~~performance. ~~business~~We have only been incorporated since March 15, we2007 and have ~~entered~~generated ~~into~~revenues only in the quarter ended March 31, 2011. ~~agreements~~We ~~granting~~have usincurred ~~rights~~net tolosses ~~distribute~~of ~~various~~$2,579,267 ~~products~~for the period from March 15, as2007 ~~follows~~(inception) to March 31, 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 Ondelays ~~June~~or ~~24,~~inability ~~2009, the Company executed an assignment agreement with World Sourcing & Supplier Development, Inc., an Arkansas corporation, whereby the Company acquired an interest in and~~ to adevelop ~~license agreement with respects to the manufacture, marketing, distribution and sale of~~ a ~~bottle~~market ~~capping device called “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. Subsequent to~~ our ~~fiscal~~products; ~~year ended March 31, 2010, on July 1, 2010, the License Agreement with Gizmo assigned to us by World Sourcing was terminated by Gizmo.~~
·trying Onto ~~January~~generate ~~22,~~revenue ~~2010,~~or ~~the~~identify ~~Company~~sources ~~entered into a Sales Agency and Distribution Agreement (the “Ryanstar Agreement”) with Ryanstar Products, LLC (“Ryanstar”). Under the terms~~ of ~~the Ryanstar Agreement~~cash, ~~Ryanstar~~managing ~~appointed~~our ~~the Company as its exclusive marketing, sales~~ assets and ~~distribution~~administrating ~~agent~~ongoing ~~under~~financial ~~certain~~commitments ~~distribution agreements. The list of such agreements may be amended or supplemented from time~~ to ~~time~~our ~~upon~~creditors; ~~the mutual agreement of both parties. The President and significant shareholder of Ryanstar is John J. Ryan III, the President of the Company.~~
16adhering to all regulatory requirements both as a future public company and as a company required to meet state and federal filing requirements; and
·ensuring ~~Subsequent~~our toshareholders ~~the~~are ~~fiscal~~informed ~~year~~about ~~ending~~our ~~March~~development ~~31, 2010,~~ on ~~June 1, 2010, the Company entered into~~ a ~~contract with Luma Vue, Inc~~regular basis. ~~to become the exclusive distributor of Luma advanced LED lighting products and lighting systems in North America.~~

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 no revenue since our inception. We have incurred net losses of $345,310 for the period from March 15, 2007 (inception) to March 31, 2010. 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.

Critical Accounting Policies

The following discussion and analysis of the Company’s financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. 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 liabilities. Our significant accounting policies are discussed in Note 2 to our financial statements for the fiscal year ended March 31, ~~2010~~2011. We have identified the following accounting policies, described below, as the most important to an understanding of our current financial condition and results of operations.

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.

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.

Liquidity and Capital Resources

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.

The following represents the minimum cash requirements over the next year to meet our current and future financial obligations:

Accounting and audit	$	86,100
Bank charges		1,500
Edgarzing		10,000
Filing fees		2,000
Legal		48,000
Management fees		12,000
Office		14,682
Rent		91,000
Telephone		2,400
Transfer agent		1,000
Investor Relation		125,000
Consulting fees		360,000
Traveling		314,613
Marketing		440,459
Interest		40,000
Shipping/Freight		220,000
Staff Wages		144,000
Broker sales performance		1,258,453
Estimated cash required before payment of accounts payable		3,171,207
Add: Accounts payable as of March 31, 2010		60,165
Estimated cash required over next twelve months	$	3,231,372

The above estimated cash requirements for the next twelve months do not reflect an outlay of funds for management fee, rent and telephone. Management to date has taken no fees for their services and will continue with this policy until such time as we have sufficient funds on hand to warrant such an expense.

Analysis of Financial Condition and Results of Operations

We reported total current assets of $21,~~760~~111,645 and total current liabilities of $1,581,610 resulting in a working capital deficit of $469,965 at March 31, ~~2010,~~2011. ~~consisting~~We ofhave ~~cash~~invested of $~~155~~224,265 in distribution rights and website ~~prepaid~~development, ~~expenses~~both of ~~$2,605~~which will be amortized over 5 years. ~~Total~~ ~~current~~We ~~liabilities~~issued ~~reported~~5,508,666 shares for cash, for services, for payment of ~~$556~~liabilities,~~164~~ ~~consisted~~and for 51% of ~~accounts~~the ~~payable~~equity of ~~$60~~a subsidiary. In addition we will be issuing 2,~~165~~000,000 ~~notes~~shares to ~~payable~~complete ~~of $440,628~~the ~~and~~Voyager ~~amounts~~acquisition ~~due~~after tothe ~~related~~dispute ~~parties~~summarized ofunder ~~$90,371~~legal proceedings is resolved. The ~~Company had~~shareholders’ equity is a ~~working~~$456,337. ~~capital~~During ~~deficit~~the period offrom ~~$591~~inception (March 15,~~164~~ at2007) to March 31, ~~2010~~2011 we have had accumulated losses of $2,579,267.

~~During the~~Our ~~period~~51% ~~from~~owned ~~inception~~subsidiary (~~March~~Voyager ~~15,~~Health ~~2007~~Technologies Corp.) commenced tooperations on January 27, 2011. To March 31, ~~2010~~2011 weit ~~have~~recorded ~~had~~sales of ~~accumulated~~$977,133. ~~losses~~Because of ~~$345~~significant marketing,~~310~~ ~~which~~general ~~are~~and asadministrative ~~follows:~~costs, start up costs and impairment losses on certain assets, operating income was a loss of $2,043,623.

Accounting and Audit	$	38,867
Bank Charges		850
Edgarzing		7,056
Exploration		11,173
Filing Fees		7,595
Incorporation Costs		750
Legal		44,540
Management fees		35,000
Office		57,894
Rent		31,442
Telephone		4,178
Transfer Agent		3,517
Investor Relation		3,064
Consulting Fees		70,247
Marketing		1,100
Interest		12,159
Amortization		15,878
Total Losses:	$	345,310

The Company’s 51% owned LED subsidiary reported no sales to March 31, 2011. At this time, the Company does not have the necessary resources to properly reorganize this subsidiary. Accordingly, it has been shown as a “discontinued operation” as of March 31, 2011. Its assets are shown as a one line amount in the balance sheet, pending disposition of those assets.

Our Company has no plant or significant equipment to sell and we have no intention to purchase any plant or significant equipment in the immediate future. Presently we do not have any funds to buy any significant assets.

Our Limited Operating History and Working Capital Position

To meet our need for cash we will have to raise additional funds through equity or debt offerings. Our working capital deficiency as of March. 31, ~~2010~~2011 is $~~591~~469,~~164~~965. No assurance can be given that we will be successful in our business operations. Additionally, no assurance can be given that we will be able to raise sufficient funds in the future to stay in business. Whatever funds we do raise, if any, we intend to use as ~~working~~ working capital to meet current and future financial obligations.

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.

Short and long-term Trend Liabilities

We are unaware of any known trends, events or uncertainties that have or are reasonably likely to have a material impact on our business either in the long-term or long-term liquidity which have not been disclosed under the section on Risk Factors.

Internal and External Sources of Liquidity

There are no material internal or external sources of liquidity.

Known Trends, Events or Uncertainties having an Impact on Income

Since we are in the start-up stage and have not produced any income to-date, no assurance can be given that we will ever produce any income. Management does not know of any trends, events or uncertainties that are reasonably expected to have a material impact on income in the future.

Critical Accounting Policies

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.

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.

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.

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

~~Foreign~~As a “smaller reporting company”, we are not required to ~~Currency~~provide ~~Exchange~~the ~~Rate~~information ~~Risk~~required by this Item.

The Company has international distribution rights with respect to its innovative products. As a global concern, the Company faces exposure to adverse movements in foreign currency exchange rates. These exposures may change over time as business practices evolve and could have an adverse impact on the Company’s business, operating results and financial position. Historically, the Company’s primary exposures have related to local currency denominated sales and expenses in Europe, North America, South America and Asia. For example, when the U.S. dollar strengthens against the major European currencies, it results in lower revenues and expenses recorded for those regions when translated into U.S. dollars.

Due to the substantial volatility of currency exchange rates, among other factors, the Company cannot predict the effect of exchange rate fluctuations on its future operating results. Although the Company intends to take into account changes in exchange rates over time in its pricing strategy, it may not do so in a timely manner, resulting in substantial pricing exposure as a result of foreign exchange volatility during the period between pricing reviews.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Reference is made to the financial statements, the reports of our independent registered public accounting firm, Madsen & Associates CPA’s Inc., and the notes thereto of this report, which financial statements, reports, and notes are incorporated herein by reference and located at the end of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T) – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated our disclosure controls and procedures as of March. 31, ~~2010~~2011 and have concluded that these disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure due to the weaknesses identified in our internal controls over financial reporting enumerated below.

Management’s Report on Internal Control Over Financial Reporting

Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the following:

Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer, Alex ~~Adi Muljo~~Eliashevsky, and Chief Financial Officer, R. Bev Harrison. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.

These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“US GAAP”).

Internal control is “everything that helps one achieve one’s goals - or better still, to deal with the risks that stop one from achieving one’s goals.” Internal controls are mechanisms that are there to help the Company manage risks to success. Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability). In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

20(transparency and accountability). In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

As of March 31, ~~2010~~2011, the management of the Company assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Management concluded, as of March. 31, ~~2010~~2011, ~~internal~~ internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules. Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.

In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:

~~● The~~• The Company’s Audit Committee does not function as an Audit Committee should, ~~since~~ since there is a lack of independent directors on the Committee and the Board of Directors has not identified an “expert,” one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.

~~● The~~• The Company has limited segregation of duties which is not consistent with good internal control procedures.

~~● The~~• The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the directors and any staff to be hired in the future. This lack of a written internal control ~~procedurals~~ procedurals manual does not meet the requirements of the SEC or good internal control.

~~● There~~• There are no effective controls instituted over financial disclosure and the ~~reporting~~ reporting processes.

Management believes the latter three weaknesses identified above have not had any effect on the financial results of the Company. Management will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.

The Company and its management will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so. We believe that by appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee. We further believe that with the addition of other Board Members and staff the limitation on the segregation of duties will be addressed and will no longer be a concern to management. In addition, we believe that by having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

Management will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only our management’s report in this Report.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of ~~2009~~2011 that have materially affected or are reasonably likely to materially affect our internal control over ~~financial~~ financial reporting.

ITEM 9B – OTHER INFORMATION

~~Subsequent to our fiscal year ended March 31, 2010, on June 1, 2010, Ashmi Deo resigned as our Chief Financial Officer~~None.

Subsequent to our fiscal year ended March 31, 2010, on July 1, 2010, the License Agreement with Gizmo assigned to us by World Sourcing was terminated by Gizmo. Gizmo claims that we failed to make certain payments to Gizmo which we are in the process of evaluating and negotiating.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 )	Age
Adi Muljo (*)	Chief Executive Officer and Chairman	38
Alex Eliashevsky(*)	Chief Executive Officer and Chairman	33
John J. Ryan III	President	40
R. Bev Harrison(*)	Chief Financial Officer	72
R. Bev Harisson	Chief Financial Officer	65
Stephen D. Wolfe	Director	41
Ashmi Deo (*)	Director and Secretary	31
Alex Eliashevsky	Director	35
Kevin LaBranche	Director	42
Deborah Appana	Director	38

(*) Member of the Audit Committee.

Each of the directors named above will serve until the next Annual Meeting of Shareholders or until their respective successor is duly elected and qualified. Directors are elected for a one year term at the Annual General Meeting of Shareholders. Officers hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exist or is contemplated. There is no arrangement or understanding between any of our directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the directors of our Board of Directors. There are also no arrangements, agreements or understanding between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.

Historical Backgrounds of our officers and directors

Our Board of Directors believes that its members encompass a range of talent, skill, and experience sufficient to provide sound and prudent guidance with respect to our operations and interests. The information below with respect to our directors includes each director’s experience, qualifications, attributes, and skills that led our Board of Directions to the conclusion that he or she should serve as a director.

~~Adi Muljo~~R. ~~Adi Muljo was~~ ~~appointed a~~Bev ~~director,~~Harrison ~~Chairman~~. ofR. ~~the~~Bev ~~Board~~Harrison ofwas ~~Directors~~appointed ~~and~~to the position of Chief ~~Executive~~Financial Officer of the Company on ~~July~~June 201, ~~2009~~2010. ~~Mr.~~ ~~Muljo~~From ~~resides in the state of~~2002 ~~Maryland~~until ~~where he operates a trade consultancy. Between 1971 and 1998~~present, Mr. ~~Muljo~~Harrison ~~held~~has ~~various senior~~served ~~positions~~as ~~with~~President ~~the~~of ~~Astra~~WestFactor ~~Group,~~Capital ~~Indonesia’s largest conglomerate~~Inc. ~~The~~, ~~positions~~a ~~included~~factoring ~~General~~company ~~Manager~~that ofpurchases ~~its~~commercial ~~Xerox~~accounts ~~Division~~receivable ~~and~~from ~~Managing~~small ~~Director~~and ofmid-sized ~~Inter~~businesses ~~Delta,~~in ~~Indonesia’s~~Western ~~sole~~Canada. ~~distributor~~Prior ~~for~~to ~~Kodak~~joining ~~products~~WestFactor ~~and Canon~~Capital ~~cameras~~Inc. ~~From 1981-1998~~, heMr. Harrison was ~~responsible~~President ~~for~~of ~~the~~Ashlar ~~Vancouver~~Capital ~~and~~Corporation ~~Baltimore offices~~from of1995 ~~The~~through 2002 ~~Astra Group~~ and ~~was~~prior into ~~charge~~joining ofAshlar ~~overseeing~~Capital ~~their North American expansion. In 1998~~Corporation, Mr. ~~Muljo~~Harrison ~~founded~~held ~~a Maryland-based company promoting two-way~~senior ~~trade~~management ~~between~~positions ~~North~~for ~~America~~a ~~and~~number ~~several~~of ~~Asian and European countries. In 2006~~organizations, ~~Mr.~~including ~~Muljo~~Davis ~~began developing a new business model~~& ~~based~~Company ~~on his relationships with suppliers abroad~~ and ~~voids~~Columbia inComputing ~~the~~Services ~~North American market~~Ltd. Mr. ~~Muljo~~Harrison ~~launched~~was ~~several~~also ~~businesses~~a ~~abroad. Mr.~~partner ~~Muljo does~~at ~~business~~Arthur inAndersen ~~the~~& ~~United States, Canada, Eastern Europe, Mexico, Indonesia, Asia, Australia, Europe and Africa~~Co. Hefrom ~~holds~~1973 ato ~~BA in Economics and an MBA in Finance~~1986. Mr. ~~Ryan’s~~Harrison sgraduated ~~international~~from ~~business experience and his~~Queen's ~~history~~University ofin ~~launching~~1962 ~~several~~with ~~businesses~~a ~~abroad~~gold ~~give~~medal ~~him~~as ~~unique~~top ~~insights~~scholastic ~~into our challenges, opportunities, and operations~~graduate.

~~John~~Alex J.Eliashevsky ~~Ryan III~~. ~~John~~ J.Alex ~~Ryan~~Eliashevsky ~~III~~ was appointed as director ~~President~~ of the ~~Company~~ ~~and as an advisor to the~~ Company’s ~~Board of Directors~~ on ~~July~~May 2027, ~~2009~~ 2010. ~~Mr.~~ ~~Ryan~~For ~~has~~ over ~~thirty~~the ~~years~~last offive ~~retail experience. Prior to joining the Company~~years, Mr. Eliashevsky ~~Ryan~~ has served as aan ~~consultant~~independent ~~for~~equity ~~global~~options ~~sourcing~~trader ~~of merchandise. Until~~at ~~2004,~~the ~~Mr.~~Chicago Board ~~Ryan~~of ~~was~~Options ~~Executive~~Exchange ~~Vice~~(CBOE). ~~President~~Prior ~~of Walmart~~to ~~Merchandising,~~trading ~~Marketing~~as &a ~~Global~~sole ~~Sourcing.~~ proprietor, Mr. ~~Ryan~~Eliashevsky ~~and~~worked ~~Mr.~~as ~~Bobby~~a ~~Martin,~~trader ~~who~~with ~~was~~Cutler ~~then~~Group ~~President~~LP ~~and~~beginning ~~CEO~~in of1998. ~~Walmart~~Mr. ~~International,~~Eliashevsky ~~conceived~~graduated ~~the~~from ~~concept~~Northwestern ofUniversity ~~global~~in ~~sourcing~~2000 ~~which~~with ~~drastically shortened~~a ~~the~~degree ~~company’s supply chain and grew Walmart International retail sales~~in ~~from~~Industrial $1Engineering.2 ~~billion~~Mr. inEliashevsky ~~revenue~~also toholds ~~generating~~the ~~over~~position ~~$47~~of ~~billion~~Manager, Mergers in& ~~sales.~~Acquisitions ~~Prior~~with ~~to his~~the ~~time~~Company. ~~at Walmart,~~ Mr. ~~Ryan~~Eliashevsky’s ~~spent~~understanding ~~over twenty years at Mercantile Stores,~~of ~~ultimately~~and ~~ascending~~experience toin the ~~position~~financial ofmarkets ~~Executive~~provide ~~Vice~~valuable ~~President~~financial ~~responsible~~expertise ~~for~~to ~~merchandising~~the ~~and~~Board ~~marketing~~of Directors.

R.Stephen ~~Bev~~Wolfe ~~Harrison. R. Bev~~Stephen ~~Harrison~~Wolfe ~~was~~is ~~appointed to~~ the ~~position~~Principal ofChemical Engineer ~~Chief~~at ~~Financial~~Columbia ~~Officer~~Energy ofand ~~the Company~~Environmental ~~on June 1~~Services, ~~2010~~Inc. ~~From~~ ~~2002~~in ~~until present~~Richland, Washington. Mr. ~~Harrison~~Wolfe has ~~served~~ asworked ~~President~~on ofthe ~~WestFactor~~design, ~~Capital~~fabrication, ~~Inc.~~testing, astartup and ~~factoring~~documentation ~~company~~for ~~that purchases~~over ~~commercial~~30 ~~accounts~~water ~~receivable~~treatment ~~from~~systems, ~~small~~including ~~and~~both ~~mid-sized~~the removal ~~businesses~~of ~~in Western~~specific ~~Canada.~~constituents ~~Prior~~and tobroader ~~joining~~systems ~~WestFactor~~purifying ~~Capital~~from ~~Inc~~ground water standards to ultra-pure., Mr. ~~Harrison~~Wolfe ~~was~~specializes in waste water treatment with ion ~~President~~exchange ofresins. ~~Ashlar~~For ~~Capital~~the ~~Corporation~~past ~~from~~three ~~1995~~years ~~through~~he ~~2002~~has ~~and~~supported ~~prior~~the topump and ~~joining~~treatment ~~Ashlar~~systems ~~Capital~~for ~~Corporation,~~the Hanford ground water program. Mr. ~~Harrison~~Wolfe ~~held~~has ~~senior~~more ~~management~~than ~~positions~~17 ~~for~~years aof ~~number~~experience ofin ~~organizations~~process engineering, ~~including~~nuclear ~~Davis~~waste &treatment, transport ~~Company~~ and ~~Columbia~~ ~~Computing~~disposal, ~~Services~~water ~~Ltd. Mr.~~treatment, ~~Harrison~~project ~~was~~management, ~~also~~nuclear aanalysis, facility ~~partner~~start-up ~~at Arthur~~and ~~Andersen~~commissioning, &chemical ~~Co.~~production, ~~from~~analytic ~~1973~~equipment design, toand ~~1986~~research. ~~Mr.~~ ~~Harrison~~He ~~graduated from~~has ~~Queen's~~extensive ~~University~~experience ininterfacing ~~1962~~ with athe ~~gold~~DOE, ~~medal~~EPA and asEcology ~~top~~on ~~scholastic graduate~~technical issues involving groundwater remediation processes.

Ashmi Deo. Ashmi Deo was appointed a director and Secretary of the Company on March 16, 2007. Ms. Deo has been the Company’s Chief Financial Officer, Chief Accounting Officer and Treasurer from March 16, 2007 to June 1, 2010. Ms. Deo attended Vunimono High School from 1993 and 1996. During 1997 to 2000 she worked for Aee Pee’s Printing & Stationary Supplies as a graphic art designer and office assistant. During the first three months of 2000 she worked for Quality Print as a graphic art designer before joining the firm of Niranjans Autoport Limited as a sales and marketing officer. In 2003 Ms. Deo attended the University of the South Pacific where she undertook legal studies. Subsequently she became employed with the legal firm in Suva, Sherani & Company as a legal secretary responsible for coordination of all client matters including billings and preparation of all Supreme Court filings. Ms. Deo is still employed with Sherani & Co. Ms. Deo’s sales and marketing experience is valuable to the Board of Directors.

Alex Eliashevsky. Alex Eliashevsky was appointed as director of the Company on May 27, 2010. For over the last five years, Mr. Eliashevsky has served as an independent equity options trader at the Chicago Board of Options Exchange (CBOE). Prior to trading as a sole proprietor, Mr. Eliashevsky worked as a trader with Cutler Group LP beginning in 1998. Mr. Eliashevsky graduated from Northwestern University in 2000 with a degree in Industrial Engineering. Mr. Eliashevsky also holds the position of Manager, Mergers & Acquisitions with the Company. Mr. Eliashevsky’s understanding of and experience in the financial markets provide valuable financial expertise to the Board of Directors.

Kevin LaBranche. Kevin LaBranche was appointed as director of the Company on May 27, 2010. From 1993 until present, Mr. LaBranche has owned and operated a commercial construction company, Kayla Construction Inc., specializing in retail showroom build-out. Prior to forming his own company, Mr. LaBranche worked in the manufacturer’s agency business and has over 20 years of experience in the field. Mr. LaBranche also holds the position of Manager, Marketing & Distribution with the Company. Mr. LaBranche’s strong business skills and experience developing a company and customer base are of particular value to the Board of Directors.

Deborah Appana. Deborah Appana was appointed a director of the Company on March 16, 2007. Ms. Appana has been the Company’s Chief Executive Officer and President from March 16, 2007 to July 20, 2009. Ms. Appana attended South Taveuni Primary School in Tavenui, Fiji between 1978 and 1979 before being transferred in 1980 to Deanbandhoo Memorial Primary School in Suva, Fiji. From 1984 to 1989 she attended the Indian College in Suva where she completed her secondary graduation and received the Fiji School Leaving Certificate. In 1990 she completed the Fiji Seventh Form Examination. Between 1995 and 1998 she attended the University of South Pacific where she obtained a diploma as a paralegal. In 1999, she joined the law firm of Sherani & Co. in Suva and initially for a period of one year worked as a receptionist. In 2001 Deborah became a paralegal clerk responsible for debt collection. In 2005 she was appointed senior legal secretary and in 2007 senior conveyancer and property appraiser for the law firm. Ms. Appana’s experience as a prior executive officer of the Company provides a unique perspective to our Board of Directors.

No officer or director has been involved in any material legal proceeding.

There are no arrangements, understandings, or family relationships pursuant to which our directors or executive officers were selected.

None of our directors and officers work full time for the Company. ~~Adi~~ ~~Muljo~~ Alex Eliashevsky spends approximately ten hours per month on the affairs of the Company. R. Bev Harrison spends approximately ~~ten~~eighty hours per ~~month~~ month working for the Company. We believe that both of our executive officers, Mr. ~~Muljo~~Eliashevsky and Mr. Harrison will have to increase the time they spend on on the affairs of the Company as the Company’s business develops. If the Company’s executive officers are unable to increase the amount of time they dedicate to the Company, the Company will have to hire consultants to assist them. Hiring consultants can be expensive. If the Company will not have sufficient funds to hire consultants the Company may not be able to grow and develop and its business may be negatively impacted.

Wewill have ~~entered~~ ~~into~~to ~~consulting~~hire ~~agreements~~consultants ~~with~~to ~~John~~assist Jthem. ~~Ryan~~Hiring consultants ~~III,~~can ~~the~~be ~~Company’s President,~~expensive. ~~Adi~~If ~~Muljo,~~ the Company’s ~~Chief~~will ~~Executive~~not ~~Officer~~have ~~and~~sufficient ~~Chairman~~funds ~~of the~~to ~~Board~~hire ofconsultants ~~Directors,~~the ~~and Harrison~~Company ~~Management~~may ~~Corporation,~~not anbe ~~entity~~able ~~owned~~to bygrow R.and ~~Bev~~develop ~~Harrison,~~and ~~the~~its ~~Company’s~~business ~~Chief~~may ~~Financial~~be ~~Officer,~~negatively ~~for certain marketing, management and sales services to the Company~~impacted.

We have entered into a consulting agreements with Harrison Management Corporation, an entity owned by R. Bev Harrison, the Company’s Chief Financial Officer, f or certain management services to the Company.

Our Audit Committee

OnOur ~~May 21, 2007 our~~ Board of Directors have appointed ~~Adi~~Alex ~~Muljo~~Eliashevsky and ~~Ashmi~~R. Bev ~~Deo~~Harrison to our Audit ~~Committee~~ ~~and on the same date adopted an Audit~~ Committee ~~Charter~~. Neither ~~Deborah~~of ~~nor~~them ~~Ashmi~~ can be considered an “audit committee financial expert” as defined in Item 407 of Sarbanes-Oxley Act of 2002. The Audit Committee Members will have to search and identify an ~~individual~~ individual who meets these requirements. This has not occurred.

Our Audit Committee Charter requires that its members monitor the following:

● the integrity of the financial statement of our Company;
24the compliance by our Company with legal and regulatory requirements;
● the ~~compliance~~independence byand performance of our Company’s ~~with~~external ~~legal and regulatory requirements~~auditors;
●make ~~the~~regular ~~independence~~reports ~~and~~to ~~performance of~~ our ~~Company’s~~Board ~~external~~of ~~auditors~~Directors;
●review ~~make~~the ~~regular~~annual ~~reports~~financial statements, independence of auditors and fees to ~~our~~be ~~Board~~paid ofto ~~Directors~~the independent auditors; and
●report ~~review~~to ~~the~~our ~~annual~~Board ~~financial~~of ~~statements,~~Directors ~~independence~~on oflegal, ~~auditors~~accounting and ~~fees~~management matters. ~~to be paid to the independent auditors; and~~

● report to our Board of Directors on legal, accounting and management matters.

Apart from the Audit Committee, our Company does not have any other Board committees.

Family Relationships between our Directors and Officers

There is no family relationship between our officers and directors.

Significant Employees

Management does not believe that the Company has reached the stage in its business development whereby we can justify hiring additional employees other than our directors and officers.

Code of Ethics

To ensure that potential conflicts of interest are avoided or declared, the Board of Directors adopted, on August 7, 2007, a Code of Business Ethics and Control for the Board of Directors (the “ Code ”). The Code embodies our commitment to such ethical principles and sets forth the responsibilities of the Company and its officers and directors to its shareholders, employees, customers, lenders and other organizations. The Code addresses general business ethical principles and other relevant issues. A copy of the Code may be obtained free of charge, upon written request to the Company at ~~105~~3470 S.E,. ~~Executive~~Russell ~~Drive~~Road, Suite 13275 Las Vegas, ~~Bentonville,~~ ~~Arkansas~~NV 89120.

Section 16(a) Beneficial Ownership Reporting Compliance

In connection with ~~the~~Alex ~~effectiveness of the Company~~Eliashevsky’s ~~registration~~appointments ~~statement~~as ondirector ~~Form~~of ~~S-1 on July 11, 2008,~~ the Company’s ~~then~~on ~~Chief~~May ~~Executive Officer~~27, ~~President and a director~~2010, ~~Deborah~~he ~~Appana,~~was ~~and the Company’s then Chief Financial Officer, Chief Accounting Officer, Secretary, Treasurer and a director, Ashmi Deo, were~~ required to file a ~~form~~Form 3 no later than June ~~July 11~~7, ~~2008~~2010. MsMr. ~~Appana~~Eliashevsky ~~and Ms. Deo~~ filed ~~their~~the ~~forms~~Form 3 on ~~April~~June 78, ~~2009~~2007.

In connection with ~~his~~the ~~filing~~cancellation of ~~the~~an ~~form~~aggregate 3of 129,000,000 ~~Adi~~shares ~~Muljo~~of ~~omitted~~the toCompany’s ~~report~~common ~~that~~on ~~he held~~September ~~700~~14,~~000~~ ~~shares~~2009, by certain directors and certain former shareholders of the Company’s, ~~common~~such ~~stock~~individuals ~~which~~were required ~~was~~to ~~issued~~file toa ~~him~~form ~~on June~~4 ~~26,~~indicating ~~2009.~~their ~~Mr.~~change ~~Muljo~~in ~~intends~~ownership. toNo ~~file~~Form an4s ~~amended~~were filed ~~form~~by 3such individuals to ~~correct~~report the ~~omission~~ cancellation of some of their shares.

~~In connection~~Involvement ~~with~~in ~~his~~Certain ~~filing~~Legal ofProceedings the form 3, John J. Ryan III omitted to report that he held 700,000 shares of the Company’s common stock which was issued to him on June 26, 2009. Mr. Ryan intends to file an amended form 3 to correct the omission.

~~In connection~~To ~~with~~the ~~Alex~~best ~~Eliashevsky’s and Kevin LaBranche’s appointments as directors~~ of ~~the~~our ~~Company on May 27~~knowledge, ~~2010,~~none ~~both~~of ~~Mr.~~our ~~Eliashevsky~~directors ~~and Mr. LaBranche~~or ~~were~~executive ~~each~~officers ~~required to file a Form 3 no later than June 7~~has, ~~2010.~~during ~~Both, Mr. Eliashevsky and Mr. LaBranche filed~~ the ~~Form~~past 3ten ~~on June 8, 2007.~~years:

~~In connection~~been ~~with~~convicted ~~the~~in ~~cancellation~~a ofcriminal anproceeding ~~aggregate~~or ofbeen ~~129,000,000~~subject ~~shares of the Company’s common on September 14, 2009, by certain directors and certain former shareholders of the Company, such individuals were required~~ to ~~file~~ a ~~form 4~~pending ~~indicating~~ criminal ~~their~~proceeding ~~change~~(excluding intraffic ~~ownership.~~violations Noand ~~form~~other 4sminor ~~were filed by such individuals~~offences); ~~to report the cancellation of some of their shares.~~

25had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions, and Director Independence” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

ITEM 11. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by our Company for the fiscal years ending March 31, ~~2008~~2009, ~~March~~2010 ~~31, 2009~~ and ~~March 31~~2011, ~~2010,~~ for each of ~~our~~ our officers and directors. This information includes dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid to named executive officers.

Summary Compensation Table

Name and Principal Position		Year		Salary ($)				Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-equity Incentive Plan Compensation ($)		Change in Pension value and Nonqualified Compensation Earnings ($)		All other Compensation ($)
Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-equity Incentive Plan Compensation ($) (g)	Change in Pension value and Nonqualified Compensation Earnings ($) (h)	All other Compensation ($) (i)
(a)		(b)		(c)				(d)		(e)		(f)		(g)		(h)		(i)
Deborah Appana Director, Former Chief Executive Officer and President (1)	2011 2010 2009	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-
Deborah Appana		2010			-0-				-0-		-0-		-0-		-0-		-0-		-0-
Ashmi Deo Director, Secretary, Former Chief Financial Officer, Chief Accounting Officer and Treasurer (2)	2011 2010 2009	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-
Director, Former		2009			-0-				-0-		-0-		-0-		-0-		-0-		-0-
Adi Muljo Director, Chief Executive Officer and Chairman of the Board (3)	2011 2010 2009	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-
Chief Executive Officer and President (1)		2008			-0-				-0-		-0-		-0-		-0-		-0-		-0-
John J. Ryan III President (4)	2011 2010 2009	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-
Ashmi Deo		2010			-0-				-0-		-0-		-0-		-0-		-0-		-0-
R. Bev Harrison Chief Financial Officer (5)	2011 2010 2009	$31,500 -0- -0-	-0- -0- -0-	126,000 -0- -0-	400,000 -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-
Director, Secretary,		2009			-0-				-0-		-0-		-0-		-0-		-0-		-0-
Alex Eliashevsky Director, Chief Executive Officer and Chairman (6)	2011 2010 2009	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-	500,000 -0- -0-	-0- -0- -0-	-0- -0- -0-	-0- -0- -0-
Former Chief Financial Officer, Chief Accounting Officer and Treasurer (2)		2008			-0-				-0-		-0-		-0-		-0-		-0-		-0-
Adi Muljo		2010			-0-				-0-		-0-		-0-		-0-		-0-		-0-
Director, Chief		2009			-0-				-0-		-0-		-0-		-0-		-0-		-0-
Executive Officer and Chairman of the Board (3)		2008			-0-				-0-		-0-		-0-		-0-		-0-		-0-
John J. Ryan III		2010			-0-				-0-		-0-		-0-		-0-		-0-		-0-
President (4)		2009			-0-				-0-		-0-		-0-		-0-		-0-		-0-
		2008			-0-				-0-		-0-		-0-		-0-		-0-		-0-
R. Bev Harrison		2010			-0-				-0-		-0-		-0-		-0-		-0-		-0-
Chief Financial		2009			-0-				-0-		-0-		-0-		-0-		-0-		-0-
Officer (5)		2008			-0-				-0-		-0-		-0-		-0-		-0-		-0-
Alex Eliashevsky		2010			-0-				-0-		-0-		-0-		-0-		-0-		-0-
Director (6)		2009			-0-				-0-		-0-		-0-		-0-		-0-		-0-
		2008			-0-				-0-		-0-		-0-		-0-		-0-		-0-
Kevin LaBranche		2010			-0-				-0-		-0-		-0-		-0-		-0-		-0-
		2009			-0-				-0-		-0-		-0-		-0-		-0-		-0-
		2008			-0-				-0-		-0-		-0-		-0-		-0-		-0-

(1)	Ms. Appana has resigned as the Company’s Chief Executive Officer and President on July 20, 2009.
(2)	Ms. Deo resigned as the Company’s Chief Financial Officer and Treasurer on July 1, 2010.
(3)	Adi Muljo was appointed a director, Chairman of the Board of Directors and Chief Executive Officer of the Company on July 20, 2009 and he resigned on October 15, 2010.
(4)	John J. Ryan III was appointed as President of the Company on July 20, 2009 and he resigned August 27, 2010.
(5)	R. Bev Harrison was appointed to the position of Chief Financial Officer of the Company on July 1, 2010.
(6)	Alex Eliashevsky was appointed as director of the Company on May 27, 2010 and Chief Executive Officer on October 15, 2010.

(1) Ms. Appana has resigned as the Company’s Chief Executive Officer and President on July 20, 2009.

(2) Ms. Deo resigned as the Company’s Chief Financial Officer and Treasurer on July 1, 2010.

(3) Adi Muljo was appointed a director, Chairman of the Board of Directors and Chief Executive Officer of the Company on July 20, 2009.

(4) John J. Ryan III was appointed as President of the Company on July 20, 2009.

(5) R. Bev Harrison was appointed to the position of Chief Financial Officer of the Company on June 1, 2010.

(6) Alex Eliashevsky was appointed as director of the Company on May 27, 2010.

(7) Kevin LaBranche was appointed as director of the Company on May 27, 2010.

Retirement, Post-Termination and Change of Control

We have no retirement, pension, or profit-sharing programs for the benefit of directors, officers or other future employees, nor do we have post-termination or change in control arrangements with directors and officers or anyone else, but our Board of Directors may recommend adoption of one or more such programs in the future if our cash position and operating revenues warrant it.

Employment Agreements with Executive Officers and Directors

There are no employment agreements with any officers or directors of our Company.

On ~~September~~ ~~29,~~July ~~2009~~1, 2010 the Company entered into aan ~~Consulting~~Independent Contractor Agreement with ~~John~~Harrison JManagement Company, an entity owned by R. ~~Ryan~~ ~~III~~Bev Harrison, the Company’s ~~President~~Chief Financial Officer (the “~~Ryan~~ Harrison Agreement ”). Under the terms of the ~~Ryan~~Harrison Agreement, Mr. ~~Ryan~~Harrison will provide certain ~~marketing~~ ~~and~~management ~~sales~~ services to the Company ~~for a term of one year with automatic one-year renewal terms~~. The Company will compensate ~~Mr. Ryan through a grant~~Harrison ofManagement ~~stock~~Company ~~options~~at ~~and payment of sales commissions as follows: (a) upon~~ the ~~creation~~ ~~and~~lesser ~~approval~~ of an$150 ~~option~~per ~~plan,~~hour ~~the~~or ~~Company will grant Mr. Ryan an option to purchase 1~~$7,000~~,000~~ ~~shares~~per ofmonth ~~common~~in ~~stock of~~ the ~~Company, and (b)~~ ~~payment~~form of ~~sales~~50% ~~commissions~~cash ofand ~~between 3~~50% ~~and~~stock ~~10%~~options ~~based~~with onan ~~sales~~exercise ~~transactions initiated~~price ~~and~~per ~~managed~~share byof ~~Mr.~~fair market ~~Ryan~~value ~~that~~as ~~results~~of inthe ~~revenue~~date toof the ~~Company~~ grant.

In addition, on September 22, 2009, the Company entered into a Consulting Agreement with Adi Muljo, the Company’s Chief Executive Officer and Chairman of the Board of Directors (the “Muljo Agreement”). Under the terms of the Muljo Agreement Mr. Muljo will provide certain marketing and sales services to the Company for a term of one year with automatic one-year renewal terms. The Company will compensate Mr. Muljo through a grant of stock options and payment of sales commissions as follows: (a) upon the creation and approval of an option plan, the Company will grant Mr. Muljo an option to purchase 1,250,000 shares of common stock of the Company, and (b) payment of sales commissions of between 3% and 10% based on sales transactions initiated and managed by Mr. Muljo that results in revenue to the Company.

In addition, on July 1, 2010 the Company entered into an Independent Contractor Agreement with Harrison Management Company, an entity owned by R. Bev Harrison, the Company Chief Financial Officer (the “Harrison Agreement”). Under the terms of the Harrison Agreement, Mr. Harrison will provide certain management services to the Company. The Company will compensate Harrison Management Company at the lesser of $150 per hour or $7,000 per month in the form of 50% cash and 50% stock options with an exercise price per share of fair market value as of the date of the grant.

Stock Option Plan

WeOn ~~have never~~September ~~established~~20, ~~any~~2010 ~~form~~the ofdirectors ~~stock~~approved ~~option~~the ~~plan~~2010 ~~for~~Stock Option Plan which permits the ~~benefit~~Company to issue up to 2,200,000 shares of ~~our~~common stock to directors, officers, ~~or future~~ employees. Weand doconsultants ~~not~~of ~~have~~the aCompany ~~long-term~~upon ~~incentive~~the ~~plan~~exercise ~~nor~~of dostock weoptions granted under the 2010 Plan. The options have aan exercise ~~defined~~price ~~benefit,~~of ~~pension~~$0.50 ~~plan,~~per ~~profit~~share ~~sharing~~and orvest ~~other retirement~~at ~~plan~~the rate of 20% per annum.

Bonuses and Deferred Compensation

None.

Compensation Pursuant to Plans

None.

Pension Table

None.

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Summary Compensation Table set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.

with respect to any person named in Summary Compensation Table set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLERS MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of ~~July~~March 131, ~~2010~~2011 (based on 24 29,~~371~~880,~~905~~571 total outstanding shares), the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholder listed below has direct ownership of his/her shares and possesses sole voting and dispositive power with respect to the shares.

Title of Class	Name and Address of Beneficial Owner	~~Name~~Amount and ~~Address~~nature of Beneficial ~~Owner~~Ownership	Percent of Class	~~Amount and nature of Beneficial Ownership~~		~~Percent of Class~~
Officers and Directors
Common Stock	Alex Eliashevsky (1) 100 Jericho Quadrangle, Suite 339, Jericho, New York 11753-2702	~~Adi Muljo 8 Sunset Knoll Court~~200,000 ~~Lutherville, MD 21093~~(1)	0.01%		~~700,000~~		~~2.9~~	%
Common Stock	Directors and Officers as a Group (5 persons)	~~John J. Ryan III 3 Lacofte Court Rogers~~200, ~~AR 72758~~000	0.01%		~~700,000~~		~~2.9~~	%
5% Shareholders
Common Stock	Devi Kirpal Nasela, Wainibokasi PO Box 3251 Nausori, Fiji	2,400,000	8.0%
Common Stock	Antonio Grande 848 Old Lauers Lance Wyomissing, PA 19610	1,500,000	5.0%

Title of Class	Name and Address of Beneficial Owner	Amount and nature of Beneficial Ownership			Percent of Class
Common Stock	Ashmi Deo Wainibokasi, Nausori, Fiji		75,000			0.3	%
Common Stock	Alex Eliashevsky (1) 100 Jericho Quadrangle, Suite 339, Jericho, New York 11753-2702		200,000	(1)		0.8	%
Common Stock	Deborah Appana Lot 25, Mananikorovatu Rd 8 Miles Makoi Nausori, Fiji		125,000			0.5	%
Common Stock	Directors and Officers as a Group (5 persons)		1,800,000			7.4	%
5% Shareholders
Common Stock	Devi Kirpal Nasela, Wainibokasi PO Box 3251 Nausori, Fiji		2,400,000			9.8	%
Common Stock	Chandra Rao 20 Howell Rd Samabula, Suva, Fiji		1,475,000			6.1	%
Common Stock	Praveena Devi 65 Samabola Rd Samabula, Suva, Fiji		1,320,000			5.4	%

(1) Mr. Alex Eliashevsky, one of the Company’s directors and the Company’s Manager, Mergers & Acquisitions, is the beneficial owner of 200,000 common shares which are held of record by Alliana Group, LLC. Mr. Eliashevsky is the managing member of Alliana Group, LLC.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transactions

~~On September~~In 29addition, ~~2009~~on July 1, 2010 the Company entered into aan Independent ~~Consulting~~Contractor Agreement with ~~John~~Harrison J.Management Company, an entity ~~Ryan~~owned ~~III~~by R. Bev Harrison, the Company’s ~~President~~Chief Financial Officer (the “ Harrison Agreement ”). Under the terms of the ~~Ryan~~Harrison Agreement, Mr. ~~Ryan~~ ~~will~~Harrison will provide certain ~~marketing~~management ~~and sales~~ services to the Company ~~for a term of one year with automatic one-year renewal terms~~. The Company will ~~compensate~~ ~~Mr. Ryan through a grant of stock options and payment of sales~~compensate ~~commissions~~Harrison asManagement ~~follows:~~Company ~~(a)~~at ~~upon~~ the ~~creation~~lesser ~~and approval~~ of an$150 ~~option~~per ~~plan, the~~hour ~~Company~~or ~~will grant Mr. Ryan an option to purchase 1~~$7,000~~,000~~ ~~shares~~per ~~of common~~month ~~stock~~in of the ~~Company,~~form ~~and (b) payment~~ of ~~sales~~50% ~~commissions~~cash ofand ~~between 3~~50% ~~and~~stock ~~10% based~~options onwith ~~sales~~an ~~transactions~~exercise ~~initiated~~price ~~and~~per ~~managed~~share of byfair ~~Mr.~~market ~~Ryan~~value ~~that~~as ~~results~~of ~~in revenue~~the todate of the ~~Company~~grant.

29In July, 2010, Alliana Group, LLC purchased 200,000 shares of the Company’s common stock in a private placement by the Company. Mr. Eliashevsky, one of the Company’s directors, is also the managing member of Alliana Group, LLC, and therefore he is considered a beneficial owner of such shares.

In addition, on September 30, 2009, the Company entered into a Consulting Agreement with Adi Muljo, the Company’s Chief Executive Officer and Chairman (the “Muljo Agreement”). Under the terms of the Muljo Agreement Mr. Muljo will provide certain marketing and sales services to the Company for a term of one year with automatic one-year renewal terms. The Company will compensate Mr. Muljo through a grant of stock options and payment of sales commissions as follows: (a) upon the creation and approval of an option plan, the Company will grant Mr. Muljo an option to purchase 1,250,000 shares of common stock of the Company, and (b) payment of sales commissions of between 3% and 10% based on sales transactions initiated and managed by Mr. Muljo that results in revenue to the Company.

On January 22, 2010, the Company entered into a Sales Agency and Distribution Agreement with Ryanstar Products, LLC. Under the terms of such agreement, Ryanstar Products, LLC appointed the Company as its exclusive marketing, sales and distribution agent under certain distribution agreements. The list of such agreements may be amended or supplemented from time to time upon the mutual agreement of both parties. The President and significant shareholder of Ryanstar Products, LLC is John J. Ryan III, the President of the Company.

Subsequent to the fiscal year ending March 31, 2010, Alliana Group, LLC purchased 200,000 shares of the Company’s common stock in a private placement by the Company. Mr. Eliashevsky, one of the Company’s directors, is also the managing member of Alliana Group, LLC, and therefore he is considered a beneficial owner of such shares.

Review, Approval or Ratification of Transactions with Related Persons

Although we adopted the Code, we still rely on our board to review related party transactions on an ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company. For the above transaction, the board approved and ratified the transaction, finding it in the best interest of the Company.

ongoing basis to prevent conflicts of interest. Our board reviews a transaction in light of the affiliations of the director, officer or employee and the affiliations of such person’s immediate family. Transactions are presented to our board for approval before they are entered into or, if this is not possible, for ratification after the transaction has occurred. If our board finds that a conflict of interest exists, then it will determine the appropriate remedial action, if any. Our board approves or ratifies a transaction if it determines that the transaction is consistent with the best interests of the Company. For the above transaction, the board approved and ratified the transaction, finding it in the best interest of the Company.

Director Independence

During fiscal ~~2009~~2011, we had no independent director on our board until Mr. Wolfe joined the board in March, 2011. We evaluate independence by the standards for director independence established by applicable laws, rules, and listing standards including, without limitation, the standards for independent directors established by The New York Stock Exchange, Inc., The NASDAQ National Market, and the Securities and Exchange Commission.

Subject to some exceptions, these standards generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee of ours; (b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of ours; (c) the director or a member of the director’s immediate family has received more than $120,000 per year in direct compensation from us other than for service as a director (or for a family member, as a non-executive employee); (d) the director or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity by our independent public accountants, or has worked for such firm in any capacity on our audit; (e) the director or a member of the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where one of our executive officers serves on the compensation committee; or (f) the director or a member of the director’s immediate family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated gross revenues.

Annual Board Meetings

The Board of Directors did not have any meetings in the fiscal year ended March. 31, ~~2010~~2011. All actions taken by the Board of Directors were taken by unanimous written consent of the Board of Directors.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed by the independent registered accountants for the year ended March. 31, ~~2010~~2011 for professional services for the review of the quarterly financial statements as of June 30, ~~2009~~2010 September 30, 2010 ~~2009~~ and December 31, ~~2009~~ 2010, annual financial statements as of March. 31, ~~2010~~ 2011 and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those ~~period~~periods ~~years~~was ~~were as follows:~~ $~~2,750 for each of the quarters ended June 30, 2009, September 30, 2009 and December~~ 31, ~~2009 and $2,750 for the audit of March 31, 2010~~480.

The aggregate fees billed by the independent registered accountants for the year ended March 31, ~~2009~~2010 for professional services for the review of the quarterly financial statements as of June 30, ~~2008~~2009, September 30, 2009 ~~2008~~ and December 31, ~~2008~~ 2009, annual financial statements as of March 31, ~~2009~~2010 and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those ~~period~~periods years were as follows: $1,500 for each of the quarters ended June 30, 2008, September 30, 2008 and December 31, 2008 and $3,500 for the audit of March 31, 2009. Subsequent examination of the previous financial statements reported upon by Moore & Associates was ~~done~~ ~~by Madsen & Associates at a cost $2,500~~nil.

(2) Audit-Related Fees

The aggregate fees billed in each of the periods mentioned above for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.

(3) Tax Fees

The aggregate fees billed in March 31, ~~2010~~2011 for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning was NIL.

(4) All Other Fees

During the fiscal year ended March 31, 2009 and the fiscal year ended March. 31, ~~2010~~ 2011 there were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.

(5) Audit Committee’s Pre-approval Policies

The Audit Committee pre-approves all audit and non-audit services to be performed by the principal accountants in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended. The Board of Directors pre-approved 100% of the audit, audit-related and tax services performed by the principal accountants in fiscal ~~2009~~2011.

(6) Audit Hours Incurred

The principal accountants did not spend greater than 50 percent of the hours spent on the accounting by the Company’s internal accountant.

PART IV

ITEM 15. EXHIBITS , FINANCIAL STATEMENTS SCHEDULES

(a) (1) Financial Statements. The following financial statements are included in this report:

Title of Document		Page
Report of Madsen & Associates, CPAs Inc.		35
Balance Sheet as of March 31, 2010 and 2009		36
Balance Sheet as of March. 31, 2011 and 2010		36
Statement of Operations for the years ended March 31, 2010 and 2009 and for the period from March 15, 2007 (date of inception) to March 31, 2010		37
Statement of Operations for the years ended March. 31, 2011 and 2010		37
Statement of Stockholder’s Deficit for the period from March 15, 2007 (date of inception) to March 21, 2010		38
Statement of Stockholder’s Deficit for the period from March 31,2009 to March 21, 2010		38
Statement of Cash Flows for the years ended March 31, 2010 and 2009 and for the period from March 15, 2007 (date of inception) to March 31, 2010		39
Statement of Cash Flows for the years ended March. 31, 2011 and 2010		39
Notes to the Financial Statements		40

(a) (2) Financial Statement Schedules

The following financial statement schedules are included as part of this report:

None.

(a) (3) Exhibits

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

2		Corporate Charter (incorporated by reference from ~~Brand~~Culture ~~Neue~~Medium Holdings 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~~Culture ~~Neue~~Medium Holdings 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~~Culture ~~Neue~~Medium Holdings Corp.’s Registration Statement on Form S-1 filed on June 17, 2008, Registration No. 333-151708)
10.1		Transfer Agent and Registrar Agreement (incorporated by reference from ~~Brand~~Culture ~~Neue~~Medium Holdings 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)
10.6		Independent Contractor Agreement dated July 1, 2010 by and between Culture Medium Holdings Corp. and Harrison Management Corporation
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 Corporation
31.1		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
32.1		Section 1350 Certification
32.2		Section 1350 Certifications

SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

~~BRAND NEUE~~CULTURE MEDIUM HOLDINGS CORP. (Registrant) By: /s/Alex Eliashevsky Alex Eliashevsky Chief Executive Officer and Director Date: August 15, 2011

(Registrant)

By: /s/Adi Muljo

Adi Muljo

Chief Executive Officer and Director

Date: July 14, 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~~Alex Eliashevsky Alex Eliashevsky Chief Executive Officer and Director Date: August 15, 2011 By: /s/R. Bev Harrison R. Bev Harrison Chief Financial Officer Date: August 15, 2011 By: /s/Stephen D. Wolfe Stephen D. Wolfe Director Date: August 15, 2011

Adi Muljo

MADSEN & ASSOCIATES CPA’s INC.	684 East Vine Street, #3
Certified Public Accountants	Murray, Utah, 84107
	Telephone 801-268-2632
	Fax 801-262-3978

~~Chief~~To the Board of Directors and ~~Executive~~ Stockholders ~~Officer~~of Culture Medium Holdings Corp. and ~~Director~~Subsidiaries (formerly Brand Neue Corporation)

Date: July 14, 2010

By: /s/R. Bev Harrison

R. Bev Harrison

Chief Financial Officer

Date: July 14, 2010

By: /s/Alex Elishevsky

Alex Eliashevsky

Director

Date: July 14, 2010

By: /s/Kevin LaBranche

Kevin LaBranche

Director

Date: July 14, 2010

By: /s/Deborah Appana

Deborah Appana

Director

Date: July 14, 2010

By: /s/Ashmi Deo

Ashmi Deo

Director

Date: July 14, 2010

MADSEN & ASSOCIATES, CPA’S INC.	684 East Vine Street, #3
Certified Public Accountants and Business Consultants	Murray, Utah 84107
	Telephone 801-268 2632
	Fax 801-262 3937

Board of Directors

Brand Neue Corp.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying ~~Companying~~consolidated balance sheets of ~~Brand~~Culture ~~Neue~~Medium Holdings Corp. and Subsidiaries (~~Development~~formerly ~~stage company~~Brand Neue Corporation) at(The Company) as of March 31, 2011 ~~2010~~ and ~~2009~~2010, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years ~~ended~~in ~~March 31, 2010 and 2009 and~~ the two-year period ~~from~~ended March ~~15, 2007 (date of inception) to March~~ 31, ~~2010~~2011. ~~These~~The ~~financial~~Company’s ~~statements~~management ~~are~~is ~~the~~responsible for ~~responsibility~~these offinancial ~~the Company’s management~~statements. Our responsibility is to express an opinion on these financial statements based on our ~~audit~~audits.

We conducted our ~~audit~~audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~company~~Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the ~~purpose~~purposes of expressing an opinion on the effectiveness ~~for~~of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit ~~includes~~also includes examining, on a test basis, evidence supporting the amounts and ~~disclosure~~disclosures in the financial statements., ~~An audit also includes~~ assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial ~~statements~~statement presentation. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all ~~material~~ material respects, the consolidated financial position of ~~Brand~~Culture ~~Neue~~Medium Holdings Corp. and atSubsidiaries (formerly Brand Neue Corporation) as of March 31, ~~2010 and~~2011 ~~2009~~and 2010, and the consolidated results of its operations and its cash flows for each of the years ~~ended~~in ~~March 31, 2010 and 2009 and~~ the two-year period ~~from~~ended March ~~15, 2007 (date of inception) to March~~ 31, ~~2010~~2011, in conformity with accounting principles generally accepted in the United States of America.

The ~~companying~~ ~~financial~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital ~~for~~to service its debt ~~planned activities~~ and tofor ~~service~~ its ~~debt~~planned activity, which raises substantial doubt about its ability to continue as a going concern. Management’'s plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Murray, Utah June 30, 2010 /s/~~ “Madsen & Associates, CPA’s, Inc.” Murray, Utah August 12, 2011

35CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES (formerly Brand Neue Corporation)

~~BRAND NEUE~~CONSOLIDATED ~~CORP.~~BALANCE SHEET - MARCH 31

(Development stage Company)

		2011			2010
ASSETS
Current Assets
Cash	$	115,734		$	155
Accounts and advances receivable (Note 3)		482,521			-
Inventories		330,643			-
Prepaid expenses		106,132			2,605
Net assets of discontinued operations (Note 10)		76,615			-

		1,111,645			2,760

Distribution rights, net of accumulated amortization of $5,850		111,150			-
Website, net of accumulated amortization of $5,363 (Note 4)		90,153			25,470
Licence fees (Note 14)		-			285,000
Goodwill (Note 5)		1,000,000

TOTAL ASSETS	$	2,312,948		$	313,230
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Accounts payable	$	394,303		$	60,165
Accrued expenses		243,540			-
Advances payable		150,745			-
Notes and debentures payable (Note 6)		323,408			440,628
Due to related parties (Notes 6 and 7)		469,614			90,371

TOTAL CURRENT LIABILITIES		1,581,610			591,164

Debentures payable (Note 6)		275,000			-

TOTAL LIABILITIES		1,856,610			591,164

STOCKHOLDERS' EQUITY (DEFICIENCY)
Culture Medium Holding Corp. And Subsidiaries Stockholders’ Equity (Deficit)
Common stock: $0.001 par value, 500,000,00 shares authorized 29,880,571 issued at March 31, 2011 and 24,371,905 issued at March 31, 2010 (Notes 8 and 9)		29,880			24,372
Additional Paid-in Capital		2,239,476			43,004
Retained (deficit)		(2,579,267	)		(345,310	)
Common stock to be issued (Note 5)		1,000,000			-
Total Culture Medium Holdings Corp. And Subsidiaries Stockholders’
Equity (Deficit)		690,089			(277,934	)
Noncontrolling interest (Note 11)		(233,751	)		-
		456,338			(277,934	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,312,948		$	313,230

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

	March 31			March 31
	2010			2009
ASSETS
Current Assets
Cash	$	155		$	252
Prepaid expenses		2,605			-
Total Current Assets		2,760			252
Long Term Assets
License fees (Note 3)		285,000			-
Website (Note 4)		25,470			-
		310,470			-
Total Assets	$	313,230		$	252
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Accounts payable	$	60,165		$	14,663
Notes payable (Note 5)		440,628			-
Due to related parties		90,371			9,506
Total Current Liabilities		591,164			24,169
STOCKHOLDERS' DEFICIENCY
Common Stock, $0.001 par value, 500,000,000 shares authorized; 24,371,905 shares issued		24,372			24,372
Capital in Excess of Par Value		43,004			27,404
Accumulated deficit during the development stage		(345,310	)		(75,693	)
Total Stockholders' Deficiency		(277,934	)		(23,917	)
	$	313,230		$	252

CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES
(formerly Brand Neue Corporation)

~~The accompanying~~CONSOLIDATED ~~notes~~STATEMENT ~~are~~OF anOPERATIONS ~~integral~~For ~~part~~the ofyears ended ~~these~~March ~~financial statements.~~31

		2011		2010

SALES	$	977,133		-
COST OF SALES		280,094		-
Gross Income		697,039

OPERATING EXPENSES
General and administrative		1,087,867		257,458
Sales and marketing		731,916		-
Impairment losses (Notes 4 and 12)		920,879		-
Operating income (loss)		(2,043,623	)	(257,458	)

OTHER
Start-up costs of subsidiary		200,488		-
Interest expense, net of interest income of $10,000		63,747		12,159
Income (loss) from continuing operations		(2,307,858	)	(269,617	)

DISCONTINUED OPERATIONS (Note 9)
Loss from operations of Inteledgent Lighting Solutions Inc.		159,851		-
Net Loss		(2,467,709	)	(269,617	)


Less net (loss) attributable to noncontrolling interest (Note 11)		(233,751	)	-

NET LOSS ATTRIBUTABLE TO CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES		($2,233,957	)	($269,617	)

NET LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS – BASIC AND DILUTED		($0.08	)	($0.01	)

NET LOSS PER COMMON SHARE FROM DISCONTINUED OPERATIONS – BASIC AND DILUTED		($0.01	)	-

WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC AND DILUTED		27,494,154		24,371,905

~~BRAND~~The accompanying notes are an integral part of these ~~NEUE~~consolidated ~~CORP~~financial statements.

~~(Development~~CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES ~~stage~~(formerly ~~Company~~Brand Neue Corp)

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~STOCKHOLDERS' EQUITY (DEFICIT) For the years ending March 31, 2011 and 2010

For the years ended March 31, 2010 and 2009 and for the period

										Common
					Additional					Stock		Non-
	Common Stock				Paid-In		Cumulative			To Be		Controlling
	Shares		Amount		Capital		Deficit			Issued		Interest			Total
Balance, March 31, 2009	24,371,905	$	24,372	$	27,404		(75,693	)		-		-		$	(23,917	)
Contributed expenses					15,600										15,600
Net loss for the year							(269,617	)							(269,617	)
Balance, March 31, 2010	24,371,905		24,372		43,004		(345,310	)		-		-			(277,934	)
Shares issued for cash	1,708,666		1,708		448,160										449,868
Shares issued for debt	900,000		900		449,100										450,000
Discount on convertible notes					51,138										51,138
Accrued cost of stock options					107,443										107,443
Shares issued for services	400,000		400		199,600										200,000
Shares issued to acquire subsidiary	2,500,000		2,500		622,500										625,000
Warrants issued with stock, for cash					318,531										318,531
Shares to be issued (Note 5)										1,000,000					1,000,000
Net loss for the year							(2,233,957	)				(233,751	)		(2,467,708	)
Balance, March 31, 2011	29,880,571	$	29,880	$	2,239,476	$	(2,579,267	)	$	1,000,000	$	(233,751	)	$	456,337

~~from March~~The ~~15,~~accompanying ~~2007~~notes ~~(date~~are ofan ~~inception)~~integral topart ~~March~~of ~~31,~~these consolidated ~~2010~~financial statements.

							March 15,2007
	Year ended			Year ended			Inception
	March 31,2010			March 31,2009			Through March 31, 2010
REVENUES	$	-		$	-		$	-
EXPENSES
Acquisition and exploration costs		-			-			11,173
Administrative		241,580			41,423			306,100
Amortization		15,878			-			15,878
Net Loss from Operation Expenses		(257,458	)		(41,423	)		(333,151	)
Loan Interest		(12,159	)		-			(12,159	)
Net Loss	$	(269,617	)	$	(41,423	)	$	(345,310	)
NET LOSS PER COMMON SHARE
Basic	$	(0.01	)	$	(0.00	)
AVERAGE OUTSTASNDING SHARES
Basic		24,371,905			24,371,905

CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES
(formerly Brand Neue Corp)

~~The accompanying~~STATEMENTS ~~notes~~OF ~~are~~CONSOLIDATED anCASH ~~integral~~FLOWS ~~part~~For ofthe ~~these financial~~years ~~statements~~ended March 31.

		2011			2010
OPERATING ACTIVITIES
Net income (loss)		($2,467,709	)		($269,617	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization		32,600			15,878
Contributed expenses		-			15,600
Stock issued for services		200,000
Impairment loss on license fees, ILS acquisition, and website		920,879			-
Compensation cost of stock options.		107,442
Net assets of discontinued operations		(76,615	)		-
Change in operating assets and liabilities
Accounts and advances receivable		(482,521	)		-
Inventory		(80,643	)		-
Prepaid		(103,527	)		(2,605	)
Accounts payable		334,138			45,502
Accrued expenses		243,540			-
Advances payable		150,745			-
Net cash used in operating activities		(1,221,671	)		(195,242	)
INVESTING ACTIVITIES
Purchase of license fees		-			(300,000	)
Website		(107,265	)		(26,348	)
Net cash used in investing activities		(107,265	)		(326,348	)
FINANCING ACTIVITIES
Proceeds from issuance of common stock		768,400			300,000
Proceeds from sale of debentures		275,000			-
Advances from directors		388,615			80,865
Payment on notes payable		(50,000	)		-
Proceeds from sale of notes		62,500			140,628
Net cash provided by financing activities		1,444,515			521,493

NET INCREASE (DECREASE) IN CASH		115,579			(97	)

CASH, BEGINNING OF YEAR		155			252

CASH, END OF YEAR	$	115,734		$	155

Cash paid for interest	$	7,857
SUPPLEMENTAL DISCLOSURE OF NON CASH FINANCING ACTIVITIES

400,000 common shares issued for investor relation services	$	200,000
900,000 common shares issued for debt	$	450,000
2,500,000 common shares issued for shares of subsidiary	$	625,000
Loan proceeds paid by third party to supplier for inventory	$	250,000
2,000,000 common shares issued for shares of subsidiary	$	1,000,000

~~BRAND~~The accompanying notes are an integral part of these ~~NEUE~~consolidated ~~CORP~~financial statements.

~~(Development~~CULTURE MEDIUM HOLDINGS CORP. AND SUBSIDIARIES ~~stage~~(formerly ~~Company~~Brand Neue Corp.) Notes to the Consolidated Financial Statements March 31, 2011

STATEMENTS OF STOCKHOLDERS’ DEFICIT

1.	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.”

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 March 31, 2011 the Company had a net operating loss carry forward of $2,579,267 for income tax purposes. The tax benefit of approximately $877,000 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 are 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

From March 15, 2007 (date of inception) to March 31, 2010

	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.

	Start-up Costs

	The Company expenses start-up costs as they are incurred. In 2011 $200,488 of such costs were expensed.

	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.

	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:

			Common Stock				AdditionalPaid-in			Deficit
	$	292,204	– credit card payments being processed by banks
			Shares		Amount		Capital			Accumulated
	$	190,317	– Luma Vue - see note 14
			#		$		$			$
	$	482,521
Balance - March 15, 2007 (Date of Inception)			-	$	-	$	-		$	-
Stock issued for cash on March 31, 2007			18,392,267		18,392		(16,392	)		-
Net loss for the period ended March 31,2007			-		-		-			(750	)
Balance - March 31, 2007			18,392,267		18,392		(16,392	)		(750	)
Shares issued for cash to subscribers			5,979,638		5,980		24,296			-
Contributed expenses					-		3,900			-
Net loss for the year ended March 31,2008			-		-		-			(33,520	)
Balance - March 31, 2008			24,371,905		24,372		11,804			(34,270	)
Contributed expenses					-		15,600			-
Net loss for the year ended March 31,2009			-		-		-			(41,423	)
Balance - March 31, 2009			24,371,905		24,372		27,404			(75,693	)
Contributed expenses					-		15,600			-
Net loss for the year end March 31, 2010			-		-		-			(269,617	)
Balance - March 31, 2010			24,371,905	$	24,372	$	43,004		$	(345,310	)

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

4.	WEBSITE

	In March, 2011 the Company changed its name and substantially revised its website. Accordingly, it wrote off the unamortized costs of the original 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. Amortization for 2011 is $5,363. 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 March 31, 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. The Company determined that as of March 31, 2011, there was no impairment on the 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 March 31, 2011, $17,046 of this discount had been amortized to interest expense.

	The Company’s subsidiary, Voyager Health Technologies Corp., has:

	•	$275,000 of 10% convertible debentures payable due May 31, 2012, with interest payable quarterly. At maturity and at the holder’s option, the debentures can be exchanged for common stock of the Company. For $250,000 of the debentures the conversion price is $0.35. For the remaining $25,000 the conversion price is $0.50 In the event of a default, all of Voyager’s assets at that time are security for the debenture holders
	•	$250,000 promissory note payable due May 17, 2011, with monthly interest of 8%. In addition the note holder is to receive Company common shares valued at $0.35 equal to the amount of interest paid. Interest of $7,857 has been paid to March 1, 2011. Voyager is currently negotiating an extension for the maturity date of the note.
	•	$45,000 note payable to the vendor of the marketing rights to the products being sold by the company. The note is payable in 4 monthly installments beginning in April, 2011, and bears no interest.

	During the year ended March 31, 2010, the Company obtained advances from various parties totalling $440,628. The advances are repayable on a demand basis and are convertible into common shares at the price of $0.25 per share. No valuation has been assigned to the conversion rights.

7.	SIGNIFICANT TRANSACTIONS WITH RELATED PARTY

	During fiscal 2010 officers-directors and their families acquired 14.8% of the common stock issued, have made demand loans to the Company of $90,371 and have made contributions to capital of $35,100 in the form of expenses paid for the Company.

	During fiscal 2011 directors have made further advances of $388,615. These advances are non-interest bearing and payable on demand.

8.	COMMON STOCK

	During the year ended March 31, 2011 the Company issued

	•	700,000 common shares for $330,000 cash, under an agreement which provides for payment by the Company to those shareholders of an amount equal to 75% of all gross profits achieved by Culture Medium Holdings Corp., (gross profits from the parent company only) from the sale of products, after deducting direct expenses, up to an aggregate payment amount of $350,000. In addition, for the year following the date of issue of the shares, the Company has the right to repurchase up to one-half of those shares sold a price of $1.00 per share.

38• 900,000 common shares to repay $450,000 of advances payable • 704,000 common shares for $332,000 cash and a warrant to purchase a further 704,000 shares at $1.00 each. These warrants were valued using the Black-Scholes model, producing a total warrant fair value of $318,531, which has been allocated to additional paid-in capital. • 400,000 common shares for $200,000 of investor relation services rendered • 304,666 common shares for $106,400 cash • 2,500,000 common shares for 51% of InteLEDgent Lighting Solutions valued at $0.25 each.

BRAND NEUE CORP.

	In addition, 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 11^th, 23^rd, 35^th, 47^thand 59^thmonth 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 126,000 stock options which are vested as of March 31, 2011.

	The Company uses the Black Scholes model to value the options outstanding at March 31, 2011. The assumptions used in the valuation calculation included:

• Expected volatility of 328% (~~Development stage~~based ~~Company~~on the previous 250 day’s stock price observations) • Stock price of $0.35 • Option price of $0.50 • Expected term of 5 years • Discount rate of 1.78% • Expected dividends $0.00

STATEMENTS OF CASH FLOWS

	There were no options issued or outstanding prior to September 2010. The weighted average exercise price for all options outstanding at March 31, 2011 is $0.50 (only 126,000 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 ($251,555 for all nonvested options at March 31, 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, $107,442 was recorded as compensation expense in the statement of operations (including in G&A). No options were exercised during the year.

	At the grant date and at March 31, 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 at this time, it has decided to discontinue those operations. The InteLEDgent assets are reflected as “Net assets of discontinued operations” in the consolidated balance sheet and operations are reflected as “discontinued operations” in the consolidated statement of operations. Accordingly, the recorded goodwill of $625,000 was impaired at March 31, 2011.

11.	NONCONTROLLING INTERESTS IN SUBSIDIARIES

	The noncontrolling interest in subsidiaries is analyzed as follows:

For the years ended March 31, 2010 and 2009 and for the period from

Share of loss from continuing operations	$	155,424
Share of loss from discontinued operations		78,327
	$	233,751

~~March~~12. ~~15, 2007~~IMPAIRMENT ~~(date~~LOSSES ofImpairment ~~inception)~~losses toare ~~March~~analyzed ~~31,~~as ~~2010~~follows:

		March 31,			March 31,			March 15, 2007 (inception) to March 31,
Impairment of goodwill related to acquisition of InteLEDgent Lighting Solutions	$	625,000
		2010			2009			2010
Impairment of investment in Gizmo Packaging license		278,643
CASH FLOWS FROM OPERATING ACTIVITIES
Impairment of the Company’s website costs		17,236
Net income (loss)		$	(269,617	)	$	(41,423	)	$	(345,310	)
	$	920,879
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
Contributed Expenses			15,600			15,600			35,100
Prepaid Expenses			(2,605	)		-			(2,605	)
Accounts Payable			45,502			6,944			60,165
Amortization			15,878			-			15,878
NET CASH FLOWS USED IN OPERATING ACTIVITIES			(195,242	)		(18,879	)		(236,772	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of License Fees			(300,000	)		-			(300,000	)
Purchase of Website			(26,348	)		-			(26,348	)
NET ASSETS USED IN OPERATING ACTIVITIES			(326,348	)		-			(326,348	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans from Directors			80,865			2,421			90,371
Note payable proceeds			140,628			-			140,628
Purchase of Licensing fee			300,000			-			300,000
Issuance of shares			-			-			32,276
			521,493			2,421			563,275
NET INCREASE (DECREASE) IN CASH			(97	)		(16,458	)		155
CASH AT BEGINNING OF PERIOD			252			16,710			-
CASH AT END OF PERIOD		$	155		$	252		$	155

~~The accompanying~~13. ~~notes~~LEASE ~~are~~COMMITMENTS Voyager Health Technologies Corp. has entered into an ~~integral~~office ~~part~~lease which expires on April 30, 2012 and which requires minimum lease payments of ~~these~~$112,974 ~~financial statements~~in fiscal year 2012, and $9,414 in fiscal year 2013. 14. TERMINATED AND EXPIRED AGREEMENTS On June 1, 2010, the Company entered into a Contract with Luma Vue, Inc. to become the exclusive distributor of Luma Vue advanced LED lighting products and lighting systems in North America. Since Luma Vue failed to meet certain conditions the contract was terminated. The $400,000 advanced by the Company to Luma Vue was repaid with inventory ($220,000). The balance ($190,317) is to be repaid with interest at 10% per annum. On June 24, 2009, the Company acquired rights and interest in and to a license agreement with Gizmo Packaging Ltd. with respect 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. Gizmo Packaging Ltd. contends that the Company is in default under the License Agreement with that company. The Company does not agree and is in discussions with Gizmo Packaging to resolve the matter. In the meantime, management has concluded that the license fee has no continuing value. No sales of the bottle capping device have occurred since the Company acquired the license. Further, all sales effort has ceased and the Company has no plans to revive sales efforts. Accordingly, the Company wrote off the unamortized balance of $278,643. 15. 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.

BRAND NEUE CORP.

(Development stage Company)

Notes to the Financial Statements

March 31, 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 the current year 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 March 31, 2010 the Company had a net operating loss carry forward of $345,310 for income tax purposes. The tax benefit of approximately $103,600 from the loss carry forward has been fully offset by a valuation reserve because the future tax benefit is undeterminable since the Company is unable to establish a predictable projection of operating profits for future years. Losses will expire during 2030.

Financial and Concentrations Risk

The company has no financial and concentrations risks.

Basic and Diluted Net Income (loss) Per Share

BRAND NEUE CORP.

(Development stage Company)

Notes to the Financial Statements

March 31, 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

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.

BRAND NEUE CORP.

(Development stage Company)

Notes to the Financial Statements

March 31, 2010

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Foreign Currency Translations

3. LICENSE FEES

On June 24, 2009, the Company executed an assignment agreement (the “Assignment Agreement”) with World Sourcing & Supplier Development, Inc., an Arkansas corporation (“World Sourcing”) whereby 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, a right to acquire the rights with respect to the manufacture, marketing, distribution and sale of a bottle capping device called the “Gas Cap” and the employment of technology and improvements related thereto for a period of fifteen years from June 1, 2009. The Gas Cap is a bottle/container capping system with an attached pressurized injection device which, upon twisting of the cap releasing part, delivers flavors, vitamins and other additives in a pressurized jet into the capped container. Such rights include: (a) an exclusive license to use the Gas Cap with alcoholic beverages throughout the world; and (b) an exclusive license to use the Gas Cap in a specified territory with respect to certain non-alcoholic beverages, including women’s, children’s, protein, naturally sweetened, organic energy, pet, fruit, vegetable drinks, spice and fruit teas, and enhanced water; and (c) a non-exclusive license to use the Gas Cap in a specified territory with respect to regular and green teas.

Pursuant to the Assignment Agreement, the Company is assuming all of World Sourcing’s obligations under the License Agreement in exchange for (i) paying World Sourcing a 10% profit interest of all revenue of the products under the License Agreement but in no event shall such profit interest be less than a 3% gross sales/revenue royalty; and (ii) making payments required under the License Agreement estimated at approximately USD $400,000 on or before December 31, 2009. In the event the Company grants licenses or assigns rights to the products of the License Agreement or assigns the entire License Agreement to another party, the Company shall pay World Sourcing 50% of all consideration received by the Company for such assignment.

Under the License Agreement, the Company shall pay a royalty to Gizmo in accordance with aggregate sales over the course of the Beverage License as follows:

(a) on the first 25 million products (non alcoholic beverage only) with Gas Caps (“units”) the sum of three (3) cents US per unit;

(b) on the subsequent 125 million units two (2) cents US per unit;

BRAND NEUE CORP.

(Development stage Company)

Notes to the Financial Statements

March 31, 2010

3. LICENSE FEE - Continued

Commencing January 1, 2010, the Company will in respect of the Beverage License pay a minimum of $50,000 per month for a period not exceeding 19 months thereafter.

In order to maintain its exclusive Beverage License the Company shall meet the following per annum minimum sales of product:

2011	25,000,000 units
2012	50,000,000 units
2013	75,000,000 units
2014 and thereafter	100,000,000 units

In addition, the Company shall pay a royalty to Gizmo in accordance with aggregate sales over the course of the Alcoholic License as follows:

(a) on the first 25 million products (alcoholic beverage only) with Gas Caps (“units”) the sum of three (3) cents US per unit;

(d) on the subsequent 125 million units two (2) cents US per unit;

Commencing January 1, 2010, the Company will in respect to the Alcoholic License pay a minimum of $50,000 per month for a period not exceeding 19 months thereafter.

In order to maintain its exclusive Alcoholic License the Company shall meet the following per annum minimum sales of product:

2011	22,000,000 units
2012	38,000,000 units
2013	55,000,000 units
2014 and thereafter	80,000,000 units

If the Company has does not achieve these minimum sales volumes then the Company shall have the right to pay to Gizmo the royalty as if such units were sold (for example, it the Company sells 50 million in 2014, for which $500,000 shall be payable as royalty then the Company shall pay Gizmo an additional $500,000 at the fourth quarter for the unsold portion of the minimum as if it had it met its minimum sales target) and thereby maintain its exclusivity.

The License Agreement is in default and management is evaluating its options and will continue to negotiate.

BRAND NEUE CORP.

(Development stage Company)

Notes to the Financial Statements

March 31, 2010

4. WEBSITE

In February 2010, the Company has developed its own website and the related cost has 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. NOTES PAYABLE

During the year, the Company obtained loans from various parties totalling $440,628. 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 1,762,512 common shares. At this time no valuation has been assigned to the conversion rights.

6. 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 $90.371 and have made contributions to capital of $35,100 in the form of expenses paid for the Company.

7. 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.

8. CONSULTING AGREEMENTS

On September 29, 2009, the Company entered into a Consulting Agreement with John J. Ryan III, the Company’s President (the “Ryan Agreement”). Under the terms of the Ryan Agreement, Mr. Ryan will provide certain marketing and sales services to the Company for a term of one year with automatic one-year renewal terms. The Company will compensate Mr. Ryan through a grant of stock options and payment of sales commissions as follows: (a) upon the creation and approval of an option plan, the Company will grant Mr. Ryan an option to purchase 1,000,000 shares of common stock of the Company, and (b) payment of sales commissions of between 3% and 10% based on sales transactions initiated and managed by Mr. Ryan that results in revenue to the Company.

BRAND NEUE CORP.

(Development stage Company)

Notes to the Financial Statements

March 31, 2010

9. GLOBAL SALES AND DISTRIBUTION AGREEMENT

The Company has been appointed the exclusive sales agent and distributor for a patent-protected product innovations developed by Lindal Dispenser GmbH of Germany ("Lindal"), Argenius Wordwide LLC of the United States ("Argenius"), and RPC Bramlage DHS BV of the Netherlands ("RPC Bramlage"). The sales agency and distribution agreement ("Agreement") was signed with Ryanstar Products, LLC, granting the Company multi-national and/or global responsibility for marketing, sales and distribution of three highly-prospective new products.

Under the terms of the Agreement, the Company will act as sole global sales agent and distributor for the LinRoc Double Piston Spray Can with Actuators, developed by manufacturing company Lindal. With this Agreement, Brand Neue joins Lindal's global network of subsidiaries and licensees in over 15 countries in Europe, America and Asia. Also under terms of the Agreement, the Company will act as exclusive multi-national sales agent and distributor for the StaSAFE Alcohol-free, Moisturizing Hand Sanitizer and Protector developed and manufactured by Argenius; and exclusive multi-national sales and distribution agent for the KWIKSHOT 'Click' Dripless Caulking and Adhesive Gun developed and manufactured by RPC Bramlage of Germany.

Under this Agreement, the Company has exclusive agency rights to sell and distribute the Lindal Double Piston Can (the "LinRoc") 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. Applicable categories include (as above) personal care, food and consumables, insecticides, lubricants and air freshener applications (including but not limited to antiperspirant, deodorant, depilatory mousse, hair gel, hair mousse, hairspray, lotions, shaving foam or gel, shower or bath gel, suntan lotions, air freshener, bathroom and kitchen cleaning products, furniture polish, insecticides, leather and shoe care, olive oil, dressings, cheeses, cooking sprays, dressing, sauces, toppings, whipped cream). The Company has exclusive agency rights to sell and distribute StaSAFE Hand Sanitizer and Protector in all retail markets in China, Indonesia, Taiwan, Brazil and Mexico; and 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. Brand Neue Corp. has exclusive agency rights to sell and distribute the KWIKSHOT Click Caulking and Adhesive Gun in the United States, Mexico and Canada to all retail markets. All Agreements are tenured and renew upon the satisfaction of target sales.

10. 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.

BRAND NEUE CORP.

(Development stage Company)

Notes to the Financial Statements

March 31, 2010

11. SUBSEQUENT EVENTS

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 initial term of the Contract is for one year (the “Initial Term”) and the term of the Contract will automatically renew for additional one year terms, provided that after the Initial Term, either party has the right to terminate the contract, with just cause, upon ninety days prior written notice to the other. Under the terms of the Contract, the Company will assume responsibility for all standing purchase orders and active and prospective customer accounts. 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. According to the Contract, Luma will repay outstanding debt under the line of credit for the cost of goods sold as sales proceeds are received per purchase order for products financed under the line of credit. The Contract also provides that upon entry into the Contract, the Company will purchase $250,000 of Luma’s current inventory selected by the Company, and the terms of payment will be $200,000 as of the signing date of the Contract and $50,000 seven business days from the signing date of the Contract.

PRIVATE PLACEMENT

On June 4, 2010, the Company closed a private placement with certain accredited investors (the “Investors”) pursuant to the terms of an Investment Purchase Agreement (the “Agreement”) whereby the Company sold to the Investors an aggregate of 2,530,000 common shares of the Company (the “Shares”), at a price of $0.50 per share, for aggregate cash proceeds to the Company of $815,000 and debt conversion in the aggregate amount of $400,000 as at the year end and $50,000 increase subsequent to the year end. The Agreement also provides for payment by the Company to the Investors of an amount equal to 75% of all gross profits of the Company from the sale of products, after deducting direct expenses, up to an aggregate payment amount of $1,265,000. In addition, the Agreement gives the Company the right to repurchase, during the one year period following the date of the Agreement, up to one-half of the Shares sold under the Agreement at a price of $1.00 per share. The above noted payments are past due but the contract is not in default.

OTHER

The Company has evaluated subsequent events from the balance sheet date through to the date of this report and has found no other material subsequent events to report.

Filing Compare · Culture Medium Holdings Corp.