Attached files
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(X
)
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF
1934
|
For
the quarterly period ended September 30,
2009
|
( )
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
1934
|
For
the transition period form April 1,2009 to September
30,2009
|
|
Commission
File number 000-53318
|
BRAND
NEUE CORP.
(Exact
name of registrant as specified in its charter)
Nevada
|
98-0560939
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
105 S.E. Executive
Drive, Suite 13, Bentonville, Arkansas, 72712
|
(Address
of principal executive offices)
|
(479)
845-0109
|
(Registrant’s
telephone number, including area
code)
|
QELE
RESOURCES INC.
Lot 25, Mananikorovatu
Road, 8 Miles Makoi, Nausori, Fiji
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.
Large accelerated
filer [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ] (Do not
check if a small reporting
company)
|
Small
reporting company [X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)
Yes
[ ] No [X]
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PROCEDING FIVE YEARS
Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes
□ No □
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:
November
1, 2009: 156,330,000 common shares
1
INDEX
Page
Number
|
||
PART
1.
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FINANCIAL
INFORMATION
|
|
ITEM
1.
|
Financial
Statements (unaudited)
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3
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Balance
Sheet as at September 30, 2009 and March 31, 2009
|
4
|
|
Statement
of Operations
For
the three and six months ended September 30, 2009 and 2008 and from
Inception (March 15, 2007) to September 30, 2009
|
5
|
|
Statement
of Cash Flows
For
the six months ended September 30, 2009 and 2008 and from Inception (March
15, 2007) to September 30, 2009
|
6
|
|
Notes
to the Financial Statements.
|
7
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|
ITEM
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
10
|
ITEM
3.
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Quantitative
and Qualitative Disclosure about Market Risk
|
21
|
|
||
ITEM
4.
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Controls
and Procedures
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22
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ITEM
4T
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Controls
and Procedures
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22
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PART
11.
|
OTHER
INFORMATION
|
23
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ITEM
1.
|
Legal
Proceedings
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23
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ITEM
1A
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Risk
Factors
|
23
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ITEM
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
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27
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ITEM
3.
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Defaults
Upon Senior Securities
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27
|
|
||
ITEM
4.
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Submission
of Matters to a Vote of Security Holders
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27
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ITEM
5.
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Other
Information
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27
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ITEM
6.
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Exhibits
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28
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SIGNATURES.
|
29
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2
PART
1 – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
The
accompanying balance sheets of Brand Neue Corp. (formerly Qele Resources Inc.)
(Pre-exploration stage company) at September 30, 2009 (with comparative figures
as at March 31, 2009) and the statement of operations for the three and six
months ended September 30, 2009 and 2008 and from inception (March
15, 2007) to September 30, 2009, and the statement of cash flows for the six
months ended September 30, 2009 and 2008 and from inception (March 15, 2007) to
September 30, 2009 have been prepared by the Company’s management in conformity
with accounting principles generally accepted in the United States of
America. In the opinion of management, all adjustments considered
necessary for a fair presentation of the results of operations and financial
position have been included and all such adjustments are of a normal recurring
nature.
Operating
results for the three and six months ended September 30, 2009 are not
necessarily indicative of the results that can be expected for the year ending
March 31, 2010.
3
BRAND
NEUE CORP.
(Formerly
Qele Resources Inc.)
(Pre-exploration
Stage Company)
BALANCE
SHEETS
(Unaudited-
Prepared by Management)
September
30
2009
|
March
31
2009
|
|||||||
ASSETS
|
||||||||
Current
Assets
|
||||||||
Cash
|
$ | 70 | $ | 252 | ||||
Total
Current Assets
|
$ | 70 | $ | 252 | ||||
LIABILITIES
AND STOCKHOLDERS’ DEFICENCY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable
|
$ | 17,880 | $ | 14,664 | ||||
Accounts
payable – related parties
|
22,446 | 9,505 | ||||||
Total
Current Liabilities
|
$ | 40,326 | $ | 24,169 | ||||
STOCKHOLDERS’DEFICIENCY
|
||||||||
500,000,000
Common Shares Authorized with a
Par Value of $0.001 per
Share
156,330,000
Shares Issued
|
156,330 | 156,330 | ||||||
Capital
in Excess of Par Value
|
(96,755 | ) | (104,555 | ) | ||||
Accumulated
deficit during pre-exploration stage
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(99,831 | ) | (75,692 | ) | ||||
Total
Stockholders’ Deficiency
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(40,256 | ) | (23,917 | ) | ||||
TOTAL
LIABILITIES AND SHAREHOLDERS’ DEFICIENCY
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$ | 70 | $ | 252 |
The
accompanying notes are an integral part of these unaudited financial
statements.
4
BRAND
NEUE CORP.
(Formerly
Qele Resources Inc.)
(Pre-exploration
Stage Company)
Statements
of Operations
(Unaudited-
Prepared by Management)
For the
three and six months ended September 30, 2009 and 2008 and for the period from
March 15, 2007 (date of inception) to September 30, 2009
Three
months
ended
September
30,
2009
|
Three
months
ended
September
30,
2008
|
Six
months
ended
September
30,
2009
|
Six
months
ended
September
30,
2008
|
From
March
15,
2007
(date
of inception)
to
Sept. 30,
2009
|
||||||||||||||||
REVENUES
|
$ | - | $ | - |
$
|
-
|
$ | - | $ | - | ||||||||||
EXPENSES
|
||||||||||||||||||||
Accounting
and audit
|
3,600 | 2,918 | 7,200 | 5,678 | 28,168 | |||||||||||||||
Bank
Charges
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18 | 21 | 107 | 74 | 385 | |||||||||||||||
Edgarizing
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394 | 1,890 | 788 | 1,890 | 3,570 | |||||||||||||||
Exploration
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- | - | - | - | 11,172 | |||||||||||||||
Filing
fees
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- | - | - | 187 | 937 | |||||||||||||||
Incorporation
costs
|
- | - | - | - | 750 | |||||||||||||||
Legal
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- | 1,500 | 7,495 | 5,500 | 22,226 | |||||||||||||||
Management
fees
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3,000 | 3,000 | 6,000 | 6,000 | 21,000 | |||||||||||||||
Office
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280 | 254 | 424 | 393 | 1,956 | |||||||||||||||
Rent
|
600 | 600 | 1,200 | 1,200 | 4,200 | |||||||||||||||
Telephone
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300 | 300 | 600 | 600 | 2,100 | |||||||||||||||
Transfer
agent fees
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250 | 792 | 325 | 792 | 3,367 | |||||||||||||||
NET
LOSS FROM OPERATIONS
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$ | (8,442 | ) | $ | (11,275 | ) | $ | (24,139 | ) | $ | (22,314 | ) | $ | (99,831 | ) | |||||
NET
LOSS PER COMMON
SHARE
|
||||||||||||||||||||
Basic
and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
AVERAGE
OUTSTANDING
SHARES
|
||||||||||||||||||||
Weighted
Average Number of Common Shares
|
156,330,000 | 156,330,000 | 156,330,000 | 156,330,000 |
The
accompanying notes are an integral part of these unaudited financial
statements.
5
BRAND NEUE CORP.
(Formerly
Qele Resources Inc.)
(Pre-exploration
Stage Company)
STATEMENTS
OF CASH FLOWS
(Unaudited-
Prepared by Management)
For the
six
months
ended
September 30, 2009
|
For
the six
months
ended
September 30, 2008
|
From
inception
(March
15, 2007)
to
September 30, 2009
|
||||||||||
CASH
FLOWS FROM OPERATING
ACTIVITIES:
|
||||||||||||
Net
Income (Loss)
|
$ | (24,139 | ) | $ | (22,314 | ) | $ | (99,831 | ) | |||
Adjustments
to reconcile net loss to net
cash
provided by operating activities:
|
||||||||||||
Capital
contributions – expenses
|
7,800 | 7,800 | 27,300 | |||||||||
Changes
in accounts payable
|
3,216 | 431 | 17,880 | |||||||||
Net
Cash Provided (Used) in Operations
|
(13,123 | ) | (14,083 | ) | (54,651 | ) | ||||||
CASH
FLOWS FROM INVESTING
ACTIVITIES:
|
- | - | - | |||||||||
CASH
FLOWS FROM FINANCING
ACTIVITIES
|
||||||||||||
Proceeds from loan from related
party
|
12,941 | 417 | 22,446 | |||||||||
Proceeds from issuance of common
stock
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0 | 0 | 32,275 | |||||||||
Net
Cash provided from Financing
Activities
|
12,941 | 417 | 54,721 | |||||||||
Net
Increase (Decrease) in Cash
|
(182 | ) | (13,666 | ) | 70 | |||||||
Cash
at the Beginning of Period
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252 | 16,710 | 0 | |||||||||
Cash
at end of Period
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$ | 70 | $ | 3,044 | $ | 70 |
The
accompanying notes are an integral part of these unaudited financial
statements.
6
BRAND
NEUE CORP.
(Formerly
Qele Resources Inc.)
(Pre-exploration
Stage Company)
Notes
to the Financial Statements
September
30, 2009
(Unaudited-
Prepared by Management)
1.
ORGANIZATION
Brand
Neue Corp. (formerly Qele Resources Inc.) was organized under the laws of the
State of Nevada on March 15, 2007 with the authorized capital stock of
500,000,000 shares at $0.001 par value.
Brand
Neue Corp. was formed to engage in the exploration of mineral properties for
gold and silver. The Company purchased a 100% interest in the
minerals of a mineral claim, known as Levuka Gold Claim, consisting of one-9
unit claim block containing 83.4 hectares located on the Fijian island of
Ovalau.
On 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 1, 2009.
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.
|
Basic and Diluted Net
Income (loss) Per Share
|
Basic net
income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common and
common equivalent shares outstanding as if shares had been issued on the
exercise of the common share rights unless the exercise becomes antidulutive and
then only the basic per share amounts are shown in the report.
Evaluation of Long-Lived
Assets
The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.
7
BRAND
NEUE CORP.
(Formerly
Qele Resources Inc.)
(Pre-exploration
Stage Company)
Notes
to the Financial Statements
September
30, 2009
(Unaudited-
Prepared by Management)
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Income
Taxes
The
Company utilizes the liability method of accounting for income
taxes. Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed. An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.
On
September 30, 2009 the Company had a net operating loss carry forward of $99,831
for income tax purposes. The tax benefit of approximately $29,950
from the loss carry forward has been fully offset by a valuation reserve because
the future tax benefit is undeterminable since the Company is unable to
establish a predictable projection of operating profits for future
years. Losses will expire during 2030.
Foreign Currency
Translations
Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized. The functional currency is considered to be US
dollars.
Revenue
Recognition
Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.
Advertising and Market
Development
The company expenses advertising and
market development costs as incurred.
Financial
Instruments
The
carrying amounts of financial instruments are considered by management to be
their fair value due to their short term maturities.
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.
8
BRAND
NEUE CORP.
(Formerly
Qele Resources Inc.)
(Pre-exploration
Stage Company)
Notes
to the Financial Statements
September
30, 2009
(Unaudited-
Prepared by Management)
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.
|
Unproven Mining Claim
Costs
Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.
|
Environmental
Requirements
|
|
At
the report date environmental requirements related to the mineral claim
acquired are unknown and therefore any estimate of any future cost cannot
be made.
|
Recent Accounting
Pronouncements
The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.
3.
ACQUISITION OF MINERAL CLAIM
In 2007,
the Company acquired a 100% interest in the Levuka Gold Claim consisting of
one-9 unit claim block containing 83.4 hectares located 28 south-east coast of
the Fijian island of Ovalau, in between Suva and Sigatoka,
Fiji. Under Fijian law, the claim remains in good standing as long as
the Company has an interest in it. There is no annual
maintenance fee or minimum exploration work required on the Claim.
4.
SIGNIFICANT TRANSACTIONS WITH RELATED PARTY
Officers-directors
and their families have acquired 77% of the common stock issued and have made no
interest, demand loans to the Company of $22,446 and have made contributions to
capital of $27,300 in the form of expenses paid for the Company.
9
BRAND
NEUE CORP.
(Formerly
Qele Resources Inc.)
(Pre-exploration
Stage Company)
Notes
to the Financial Statements
September
30, 2009
(Unaudited-
Prepared by Management)
5.
CAPITAL
STOCK
On June
18, 2009, the directors of the Company approved a resolution to split the common
shares of the Company on the basis of the issuance of 59 new shares for one
existing share of common stock presently held. As a result of
this stock split every one outstanding share of common stock was increased to
sixty shares of common stock. As at September 30, 2009, there
were 156,330,000 post split common shares issued and
outstanding. The 156,330,000 post split common shares are shown
as increased from the date of inception.
As of
June 30, 2009, there were 156,330,000 post stock split common shares issued
including 120,000,000 post stock split common shares issued for a total of
$2,000 and 36,330,000 post stock split common shares issued for a total of
$30,275.
5.
GOING CONCERN
The
Company intends to seek business opportunities that will provide a
profit. However, the Company does not have the working capital
necessary to be successful in this effort and to service its debt, which raises
substantial doubt about its ability to continue as a going concern.
Continuation
of the Company as a going concern is dependent upon obtaining additional working
capital and the management of the Company has developed a strategy, which it
believes will accomplish this objective through additional loans from related
parties, and equity funding, which will enable the Company to operate for the
coming year.
10
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
The
following discussion and analysis should be read in conjunction with Brand Neue
Corp’s (“Brand Neue”, “we” or “us”) financial statements and the notes related
thereto. The discussion of results, causes and trends should not be construed to
infer conclusions that such results, causes or trends necessarily will continue
in the future.
The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.
Our
Business
We were
incorporated under the laws of the State of Nevada on March 15, 2007 (date of
inception) under the name of Brand Neue Corp. Our fiscal year end is March
31. From inception, our operations have been primarily limited to organizing our
company and acquiring our mineral claim. Our principal office is
located at 105 S.E. Executive Drive. Suite 13.Bentonville,
Arkansas,72712. Our telephone is (479)845-0109. We
do not have any subsidiaries, affiliated companies or joint venture
partners.
Our
mineral property, the Levuka Gold Claim (hereinafter the “Levuka Claim”). In
2007, we acquired a 100% interest in Levuka (Mining Tenement 1410) that was
staked to cover gold zones within the similar Tavua Volcanic Group of rocks that
host zones that were mined at Navua Gold Mine. The tenement is located 38
kilometers south-east of Ovalau, Fiji.
Levuka
project consists of 1 unpatented mineral claim, located 38 kilometers South-east
of the island of Ovalau, Fiji at UTM co-ordinates Latitude 18°13’00”S and Longitude
178°10’00”E.
The
mineral claim was assigned to our Company by Takei Enterprises Inc. and the said
assignment was filed with the Mineral Resources Department of the Ministry of
Energy and Mineral Resources of the Government of the Republic of
Fiji.
There are
no known environmental concerns or parks designated for any area contained
within Levuka. Luveka has no encumbrances. As advanced
exploration proceeds there may be bonding requirements for
reclamation.
We have
purchased a 100% interest in the property.
We
recently commenced our Phase I exploration work on the Levuka Claim. We have funds sufficient
to complete only Phase 1 of a two-phase exploration program, recommended by our
professional geologist, for the Levuka Claim. We anticipate
completing Phase I during 2010.
Exploration
for minerals is a speculative venture necessarily involving substantial
risk. The expenditures to be made by us on our exploration program
may not result in the discovery of commercially exploitable reserves of valuable
minerals. The probability of a mineral claim ever having commercially
exploitable reserves is extremely remote, and in all probability our mineral
claims do not contain any reserves. Any funds spent on the
exploration of these claims will probably be lost. If we are unable
to find reserves of valuable minerals or we cannot remove the minerals because
we either do not have the capital to do so, or because it is not economically
feasible to do so, then we will cease operations and you will lose your
investment.
11
We
anticipate that any additional funding that we require will be in the form of
equity financing from the sale of our common stock. There is no
assurance, however, that we will be able to raise sufficient funding from the
sale of our common stock. The risky nature of this enterprise and
lack of tangible assets places debt financing beyond the credit-worthiness
required by most banks or typical investors of corporate debt until such time as
an economically viable mine can be demonstrated. We do not have any
arrangements in place for any future equity financing. If we are
unable to secure additional funding, we will cease or suspend
operations. We have no plans, arrangements or contingencies in place
in the event that we cease operations.
If, on
the advice of our independent consulting geologist, we discontinue our
exploration of the Levuka Claim, we may seek to acquire other natural resource
exploration properties. Any such acquisition(s) will involve due
diligence costs in addition to the acquisition cost. We will also
have an ongoing obligation to maintain our periodic filings with the appropriate
regulatory authorities, which will involve legal and accounting
costs. In the event that our available capital is insufficient to
acquire an alternative resource property and sustain minimum operations, we will
need to secure additional funding or else we will be compelled to discontinue
our business.
We have
earned no revenue since inception. From March 15, 2007 (inception)
through September 30, 2009, we incurred a net loss of
$99,831. Further losses are anticipated in the development of our
business. We have limited financial resources and require additional
financing to fund our operations. These factors raise substantial
doubt about our ability to continue as a going concern. Our ability
to achieve and maintain profitability and positive cash flow is dependent upon
our ability to locate commercially exploitable reserves of valuable
minerals.
Our
officers and directors have only recently become interested in natural resource
exploration. None of them has any professional training nor technical
credentials in the exploration, development, or operation of
mines. We therefore intend to retain qualified persons on a contract
basis to perform the exploration of the property as needed. We do not
have any verbal or written agreement regarding the retention of any qualified
engineer or geologist for our exploration program It is estimated that the
completion to the exploration program set forth above in the Sharma Report,
prepared for us by Robert Sharma, Professional Geologist, will take
approximately 20 days to complete at a cost of $25,630. This cost
included geological mapping of Levuka surface ($4,697), geophysical surveying
($6,173) and taking of geochemical soil and rock samples
($14,760). The object of this exploration program is to determine the
mineral structure of Levuka by mapping, surveying and taking rock and soil
samples for assaying. The information from this work will allow
us to determine what types of minerals are on Levuka, and especially gold, and
where there are higher concentration of minerals. The criteria in
making a decision to continue our exploration activities will be based upon
these results and the knowledge that Levuka has had very little exploration work
done on it in the past. If the results are not favourable the Board
of Directors, in conjunction with the recommendations of Robert Sharma, will
consider other areas within Levuka to explore. Until the majority of
Levuka is explored and tested by assaying, the Board of Directors is reluctant
to abandon Levuka.
We
currently have no employees other than our two officers/directors, each of whom
will only be devoting approximately eight hours per week, to our
operations. We do not intend to hire any employees for the next
twelve months and unless and until we have proven mineral reserves.
12
Adi Muljo
and Ashmi Deo, our sole officers and directors, control us since they own,
collectively, approximately 77% of our voting stock.
DESCRIPTION
OF BUSINESS AND PROPERTY
General
The
Company was incorporated under the laws of the State of Nevada on March 15, 2007
under the name of Brand Neue Corp.(formerly Qele Resources
Inc.). The Company does not have any subsidiaries, affiliated
companies or joint venture partners.
We have
not been involved in any bankruptcy, receivership or similar proceedings since
inception nor have we been party to a reclassification, merger, consolidation,
or purchase or sale of a significant amount of assets not in the ordinary course
of business. We are an exploration stage company engaged in the
search for mineral deposits that demonstrate economic feasibility. Specifically,
we plan to complete Phase I of our exploration program, described below, during
the 2010. We do not foresee any circumstances that would cause us to
alter our current business plan within the next twelve months.
We
purchased a 100% interest in Levuka from Takei Enterprises Inc, an unrelated
company, with offices in Suva, Fiji. Levuka consists of one - 9 unit claim block
containing 83.4 hectares which has been staked and recorded with the Mineral
Resources Department of the Ministry of Energy and Mineral Resources of the
Government of the Republic of Fiji.
Other
than Levuka we do not own any other mineral property.
We do not
own our own office space but we use the office of Deborah Appana, our former
President and current director. Our Directors feel the space we
are using is sufficient for our needs at this time. We
currently have no investment policies as they pertain to real estate, real
estate interest or real estate mortgages.
Until
recently our activities had been confined to the organizational matters
described below.
Business
Development of Issuer since Inception
We raised
initial capital from investors. The number and price per share
subscribed for, after the reflection of the stock split, was as
follows:
Number
of
Shares
after stock split
|
Amount
|
|||||||
Directors
and Officers
|
120,000,000 | $ | 2,000 | |||||
Other
shareholders
|
36,330,000 | 30,275 | ||||||
156,330,000 | $ | 32,275 |
Since our
initial sale of the above noted shares we have not raised any other
capital.
We have
authorized share capital of 500,000,000 common shares with a par value of $0.001
per share of which 156,330,000 post stock split common shares are issued as at
September 30, 2009.
13
Business
We are
presently in the pre-exploration stage. We intend to undertake exploration work
on the Levuka Claim, located in 38 kilometers south-east of Ovalau,
Fiji.
We do not
have any ore body and there is no assurance that mineralized material with any
commercial value exits on our property. We have not generated
any revenues from our operations.
Mineral
exploration is typically conducted in phases. Each subsequent phase
of exploration work is recommended by a geologist based upon the results of the
most recently completed phase of exploration.
To date,
we have not conducted any significant exploration work on the Levuka
Claim. We hope to have funds sufficient to complete Phase 1 of a
two-phase exploration program recommended for the Levuka Claim. Our
Phase I work is exploratory in nature. There can be no assurance that
a commercially viable mineral deposit, an ore reserve, exists on the Levuka
Claim or can be shown to exist unless and until sufficient and appropriate
exploration work is carried out and a comprehensive evaluation of such work
concludes economic and legal feasibility. Such work could take
many years of exploration and would require expenditure of very substantial
amounts of capital, capital we do not presently have and may never be able to
raise.
Levuka
Claim
Levuka is
the registered and beneficial owner of a 100% interest in the Levuka Claim,
located in Ovalau, Fiji .
Beneficial
ownership of the Levuka Claim confers the rights to the minerals on the Levuka
Claim.
The
principal bedded rocks for the area of Levuka (and for most of Fiji for that
matter) are Volcanic rocks which are exposed along a wide axial zone of a broad
complex.
Gold at
the Tradewinds Gold Mine (which is in close proximity to Levuka) is generally
concentrated within extrusive volcanic rocks in the walls of large volcanic
caldera.
The main
igneous intrusions consist of the Medrausucu consisting of tholetic gabbros,
tonalities and trondjhemites. Age data indicate that the intrusive
stocks are intermediate in age between Savura Volcanic Group rocks west of the
area and the younger Tertiary Wainimala Group rocks exposed to the
east.
Theoletic
Gabbros, for example, are generally a greenish or dark colored fine to
coarse grained rock. Irregular shaped masses of so called "soda granite" are
seen in both sharp and gradational contact with the diorite. The different
phases of Medrausucu are exposed from north of Levuka to just east of the town
of Suva and are principal host rocks for gold veins at the Tradewinds Gold
Mine.
Location,
Access, Topographic and Physical Environment
Levuka is
accessible from Suva, Fiji by traveling on the country’s only highway system
which for the most part consists of one lane in each direction and by taking an
all weather gravel road.
14
The town
of Suva has an experienced work force and will provide all the necessary
services needed for an exploration and development operation, including police,
hospitals, groceries, fuel, helicopter services, hardware and other necessary
items. Drilling companies and assay facilities are present in Suva.
Levuka
lies at an elevation of 1,292 feet near the southwest end of the Nakanai
Mountain Range. The main mountain idge has a maximum peak of 2,642 feet with
steep east facing slopes.
Tropical
mountain forests grow at lower elevations in the northeast corner of the claim
and good rock exposure is found along the peaks and ridges in the western
portion of the claim. The climate is mild year round with the rainy season
falling from May to October.
Regional,
Local & Property Geology
Gold was
first reported in the area by Fijian and British prospectors over 77 years ago.
Mineral lode claims were recorded in 1925 in the surrounding areas.
Numerous
showings of mineralization have been discovered in the area and six prospects
have achieved significant production, with Navua Gold Mine (32 kilometers away)
producing 135,000 ounces of Gold annually.
During
the 1990’s several properties north of Levuka were drilled by junior mineral
exploration companies. We have started preparing to conduct
preliminary exploration work on Levuka.
Fiji lies
at the midpoint of opposing Tonga Kermadec and new Hebrides convergence zones,
separated from the actual convergence zones by two extensional back arc basins
which are the North Fiji Basin to the west and the Lau Basin to
the east in addition to a series of transform faults including the Fiji Fracture
Zone and the Matthew Hunter Ridge. Many of the
reconstructions of the past configuration of the Island is part of the Pacific
indicate, however, that Fiji was not so long ago an integral part of the Pacific
“Rim of Fire”; the complex plate boundary between Pacific and the Indo Australia
plates; a boundary which is well recognized as the locus of several major
world-class porphyry copper gold and epithermal gold systems.
To the
east of the property is intrusive consisting of rocks such as tonalite,
monzonite, and gabbro while Levuak itself is underlain by the Savura Volcanic
Group sediments and volcanics. Levuka lies on the Fiji Fracture Zone. The
intrusive also consist of a large mass of granodiorite towards the western most
point of the property.
The
Savura Volcanic Group consists of interlayered chert, argillite and massive
andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain
minor pyrite, pyrrhotite.
No
drilling is reported to have ever been done on Levuka.
15
The
adjacent properties are cited as examples of the type of deposit that has been
discovered in the area and are not major facets to the Sharm
Report.
Recommended
Exploration Work
Previous
exploration work has not to Robert Sharma’s knowledge included any attempt to
drill the structure on Levuka. Records indicate that no detailed exploration has
been completed on Levuka.
The
exploration work undertaken in 2008 was by Thakorlal Geologists resident in
Lautoka, Fiji Island. Their interpretation results were as
follows:
They sent
samples to six different assaying laboratories which use conventional assaying
methods. From these results Thakorlal Geologists concluded the
following:
1.
|
that their testing of multiple grid references of the Levuka Gold Claim suggests a high probability of gold throughout the property; | |
2.
|
that further detailed testing be undertaken to verify their findings and to establish the areas of highest occurrence of mineralization; | |
3.
|
that their findings appear to be in concert with historical data contained in the archives of the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Fiji; and | |
4.
|
that the geological report of Robert Sharma was reviewed and they concur with the findings contained in his report. |
Thakorlal
Geologists confirmed that the results were reviewed by the Mineral Resources
Department of the Ministry of Energy and Mineral Resources of the Government of
the Republic of Fiji and their senior geologist has, based on his review of
historical data of the area, confirmed Thakorlal Geologists’ results and has
entered them in the archive file held by the Ministry for the Levuka Gold Claim
thereby making these findings accessible to the general public.
We are
not claiming to have any minerals on Levuka at this time.
It is
estimated that the completion to the exploration program set in the Sharma
Report, prepared for us by Robert Sharma, Professional Geologist, will take
approximately 20 days to complete at a cost of $25,630. This cost
included geological mapping of Levuka surface ($4,697), geophysical
surveying ($6,173) and taking of geochemical soil and rock samples
($14,760). The object of this exploration program is to determine the
mineral structure of Levuka by mapping, surveying and taking rock and soil
samples for assaying. The information from this work will allow
us to determine what types of minerals are on Levuka, and especially gold,
and where there are higher concentration of minerals. The criteria in
making a decision to continue our exploration activities will be based upon
these results and the knowledge that Levuka has had very little exploration
work done on it in the past. If the results are not favourable the
Board of Directors, in conjunction with the recommendations of Robert Sharma,
will consider other areas within Levuka to explore. Until the
majority of Levuka is explored and tested by assaying, the Board of Directors is
reluctant to abandon Levuka.
Sharm
Report Recommendations
A two
phased exploration program to further delineate the mineralized system currently
recognized on Levuka is recommended.
The
program would consist of air photo interpretation of the structures, geological
mapping, both regionally and detailed on the area of the main showings,
geophysical survey using both magnetic and electromagnetic instrumentation in
detail over the area of the showings and in a regional reconnaissance survey and
geochemical soil sample surveying regionally to identify other areas on the
claim that are mineralized and in detail on the known areas of
mineralization.
16
The
effort of this exploration work is to define and enable interpretation of a
follow-up diamond drill program, so that the known mineralization and the whole
property can be thoroughly evaluated with the most up to date exploration
techniques.
Management
Experience
Our
management has no professional training or technical credentials in the
exploration, development, and operation of mines. Consequently, we
may not be able to recognize or take advantage of potential acquisition and
exploration opportunities in the sector without the aid of qualified geological
consultants. Moreover, with no direct training or experience, our
management may not be fully aware of the specific requirements related to
working in this industry. They may make mistakes in their decisions
and choices that could cause our operations and ultimate financial success to
suffer irreparable harm.
Competitive
Factors
The
mining industry is highly fragmented and we will be competing with many other
exploration companies looking for minerals. We are one of the smallest
exploration companies and are an infinitely small participant in the mineral
exploration business. While we will generally compete with other exploration
companies, there is no competition for the exploration of minerals from our
claim.
We are a
mineral exploration company. We compete with other mineral exploration companies
for financing from a limited number of investors that are prepared to make
investments in junior mineral exploration companies.
The
presence of competing mineral exploration companies may impact on our ability to
raise additional capital in order to fund our exploration programs if investors
are of the view that investments in competitors are more attractive based on the
merit of the mineral properties under investigation and the price of the
investment offered to investors.
We will
also be competing with other junior and senior mineral companies for available
resources, including, but not limited to, professional geologists, camp staff,
mineral exploration supplies and drill rigs.
Location
Challenges
We do not
expect any major challenges in accessing the Levuka Claim during the initial
exploration stages.
Regulations
Exploration
activities are subject to various national, state, foreign and local laws and
regulations in the Republic of Fiji, which govern prospecting, development,
mining, production, exports, taxes, labor standards, occupational health, waste
disposal, protection of the environment, mine safety, hazardous substances and
other matters. We believe that we are in compliance in all material respects
with applicable mining, health, safety and environmental statutes and the
regulations passed thereunder in Fiji.
Our
exploration activities are subject to various federal, state and local laws and
regulations governing protection of the environment. These laws are continually
changing and, as a general matter, are becoming more restrictive. Our policy is
to conduct business in a way that safeguards public health and the environment.
We believe that our exploration activities are conducted in material compliance
with applicable laws and regulations. Changes to current local, state or federal
laws and regulations in the jurisdictions where we operate could require
additional capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any,
might be proposed or enacted, additional regulatory requirements could render
certain exploration activities uneconomic.
17
Employees
We
currently have no employees other than our two officers and directors, who have
not been paid for their services and will not receive compensation from the
proceeds of this offering. We do not have any employment agreements
with our directors and officers. We do not presently have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt plans in the future. There are presently no
personal benefits available to our officers and directors.
We do not
intend to hire additional employees at this time. Unaffiliated independent
contractors that we will hire will conduct all of the work on the property. The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on
the economic feasibility of removing the mineralized material.
OUR
COMPANY
We are a
start-up, exploration stage company, have a limited operating history and have
not yet undertaken any exploration activity or generated or realized any
revenues from our sole property, the Levuka Claim. As our
property is in the early stage of exploration there is no reasonable likelihood
that revenue can be derived from the property in the foreseeable
future. There can be no assurance that a commercially viable mineral
deposit, an ore reserve, exists on the Levuka Claim or can be shown to exist
unless and until sufficient and appropriate exploration work is carried out and
a comprehensive evaluation of such work concludes economic and legal
feasibility. Such work could take many years of exploration and
would require expenditure of very substantial amounts of capital, capital we do
not presently have and may never be able to raise. We have funds sufficient
to complete only Phase 1 of a three-phase exploration program recommended for
the Levuka Claim.
Our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no revenues are
anticipated until we begin removing and selling minerals. Accordingly, we must
raise cash from sources other than the sale of minerals found on the Levuka
Claim. As an exploration stage company we have experienced losses and
we expect to continue to experience losses for the foreseeable
future. Our only potential source for cash at this time is
investment by others in the Company or loan advances to the Company by our
officers or directors. We must raise cash to continue our Phase I
exploration program and stay in business.
To meet
our need for cash we must raise additional capital. We will attempt
to raise additional money through a private placement, public offering or
through loans from our directors and officers. We have discussed this
matter with our officers and directors. However, our officers and directors are
unwilling to make any commitments as to the amount of money they are prepared to
advance in the future. At the present time, we have not made any
arrangements to raise additional cash. We require additional cash to
continue operations. Such operations could take many years of
exploration and would require expenditure of very substantial amounts of cash,
cash we do not presently have and may never be able to
raise. If we cannot raise this additional cash we will have to
abandon our exploration activities and go out of business.
18
We
estimate we will require approximately $461,880 in cash over the next
twelve months, including the cost of planned Phase I exploration work for the
Levuka Claim during that period. Our cash on hand will not enable us
to continue in business for approximately 12 months. We will need
additional funds either through the sale of additional shares of our common
stock or from advances made by our officers or directors.
Alternatively
we may attempt to interest other companies to undertake exploration work on the
Levuka Claim through joint venture arrangement or even the sale of part of the
Levuka Claim. Neither of these avenues has been pursued as of the
date of this prospectus.
Since we
do not presently have the requisite funds, we are unable to complete Phase I of
the recommended exploration program until we raise more money or find a joint
venture partner to complete the exploration work. If we cannot find a
joint venture partner and do not raise more money, we will be unable to complete
any work recommended by our independent professional engineer. If we
are unable to finance exploration activities, we may have no alternative but to
go out of business.
We do not
intend to hire any employees at this time. Any work undertaken on the property
will be conducted by unaffiliated independent contractors that we will hire. The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on
the economic feasibility of removing the mineralized material.
Limited Operating History; Need for
Additional Capital
To meet
our need for cash we will have to raise money. Our working
capital position as at September 30, 2009 is a negative amount of
$40,256. This means we do not have enough funds on hand to pay
all our creditors other than third party creditors. We cannot
guarantee we will be successful in our business operations and the exploration
of Levuka as well as meeting our commitment under the license agreement whereby
an estimated amount of $400,000 has to paid on or before December 31,
2009. We cannot guarantee we will be able to raise enough money
in the future to stay in business. Whatever money we do raise
will be used as working capital to meet current and future financial obligations
under the license agreement and to, if possible, explore
Levuka.
Trends
Since we
are in the start-up stage and Levuka has not produced any income, there is a
chance that it never will. We do not know of any trends, events or
uncertainties that are reasonably expected to have a material impact on income
in the future.
Critical
Accounting Policies
Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an ongoing basis,
management re-evaluates its estimates and judgments.
19
The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business. Certain conditions, discussed below, currently exists which raise
substantial doubt upon the validity of this assumption. The financial statements
do not include any adjustments that might result from the outcome of the
uncertainty.
Our
intended exploration activities are dependent upon our ability to obtain third
party financing in the form of debt and equity and ultimately to generate future
profitable exploration activity or income from its investments. As of September
30, 2009, we have not generated revenues, and have experienced negative cash
flow from minimal exploration activities. We may look to secure additional funds
through future debt or equity financings. Such financings may not be available
or may not be available on reasonable terms.
Overview
Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred net losses from
operations for the period from inception on March 15, 2007 to September 30, 2009
of $99,831. We did not earn any revenues during the aforementioned
period.
Our
financial statements included in this Form 10-Q have been prepared without any
adjustments that would be necessary if we become unable to continue as a going
concern and are therefore required to realize upon our assets and discharge our
liabilities in other than the normal course of operations.
We are
presently in the exploration stage and there is no assurance that a commercially
viable mineral deposit, a reserve, exits in the Levuka Claim until further
exploration work is done and a comprehensive evaluation concludes economic and
legal feasibility. Such work could take many years of exploration and
would require expenditure of very substantial amounts of capital, capital we do
not presently have and may never be able to raise. To date, we have
not conducted any exploration work on the Levuka Claim. We have funds sufficient
to complete only a portion of Phase 1 of a two-phase exploration program
recommended for the Levuka Claim. Subject to raising the
requisite additional capital we anticipate completing Phase I by the end of
2010.
Planned
Exploration Program
We must
conduct exploration to determine what amounts of minerals exist on the Levuka
Claim and if such minerals can be economically extracted and profitably
processed.
Our
planned exploration program is designed to efficiently explore and evaluate our
property.
Liquidity
and Capital Resources
Since
inception we have raised the capital through private placements of common stock
as follows:
As of
September 30, 2009 our total assets were $70 and our total liabilities were
$40,326 including $22,446 which was owed to related parties.
Including
the cost of completing Phase I exploration program on the Levuka Claim, our
non-elective expenses over the next twelve months, are expected to be as
follows:
20
Accounting
and audit
|
$ | 12,000 |
(a)
|
||
Bank
charges
|
120 | ||||
Edgarizing
expenses
|
2,000 |
(b)
|
|||
Exploration
of the Levuka
|
20,630 |
(c)
|
|||
Filing
fees
|
250 |
(d)
|
|||
Licensing
agreement future payments – estimated
|
400,000 |
(e)
|
|||
Miscellaneous
|
1,000 |
(f)
|
|||
Office
|
500 |
(g)
|
|||
Transfer
agent
|
2,000 |
(h)
|
|||
Estimated
cash required before payment of accounts payable
|
438,500 | ||||
Add: Accounts
payable as at September 30, 2009
|
17,880 | ||||
Estimated
cash required over next twelve months
|
$ | 456,380 |
(a)
|
We
are estimating $12,000 in accounting and audit. Our internal
accountant will charge $8,000 and our independent accountants will charge
an estimated amount of $4,000. This will cover the examination of the
year end financial statements and the various quarterly reports which will
be required to be filed.
|
(b) Estimated
cost during the year of filing Form 10-Qs and 10-K on the SEC
website.
(c)
|
The
Sharma Report estimated a budget of $25,630 for exploration work on
Levuka. Prior to March 31, 2008 we advanced $5,000 to commence
work. As mentioned elsewhere in this Form 10-Q certain
exploration work was performed on the Levuka mineral
claim.
|
(d) Filing
of Annual Report with the State of Nevada.
(e)
|
Under
the licensing agreement dated June 24, 2009, Brand Neue is required to
make an estimated payment of $400,000 on or before December 31,
2009.
|
(f)
Estimated amount of future expenses which management is unaware of at this
time.
(g) Office
expenses will comprise photocopying, delivery, fax and general office
supplies.
(h)
|
Annual
fee paid to the transfer agent and estimated cost of preparation of share
certificates.
|
The above
estimated cash requirements for the next twelve months does not reflect an
outlay of funds for management fee, rent and telephone. Management to
date has taken no fees for their services and will continue with this policy
until such time as we have sufficient funds on hand to warrant such an expense
or a decision is made to cease exploration activities on Levuka and proceed to
develop a proven ore reserve, if ever.
Our
future operations are dependent upon our ability to obtain third party financing
in the form of debt and equity and ultimately to generate future profitable
operations. As of September 30, 2009, we have not generated revenues, and have
experienced negative cash flow from operations. We may look to secure additional
funds through future debt, equity financings or advances
from our officers and directors. These sources of financing may not be available
or may not be available on reasonable terms.
21
Six
months ended September 30, 2009
We
incurred expenses of $24,139 for the six months ended September 30,
2009:
Expenses
|
For
the six
months
ended
September
30, 2009
|
|||
Accounting
and Audit Fees
|
$ | 7,200 | ||
Bank
Charges
|
107 | |||
Edgaring
|
788 | |||
Legal
|
7,495 | |||
Management
fees (1)
|
6,000 | |||
Office
|
424 | |||
Rent
(1)
|
1,200 | |||
Telephone
(1)
|
600 | |||
Transfer
agent fees
|
325 | |||
Total
|
$ | 24,139 |
(1) The
Company does not pay its directors or officers for the service they render to
the Company, including the provision of office space and telephone. However,
since October 1, 2007 the company has accrued as expenses (i) $1,000/month on
account of management fees; (ii) $200/month for rent and, (iii) $100/month for
telephone. These amounts will never be paid to the directors and
officers in either cash or shares; however they are included for accounting
purposes as expenses and as additions to ‘Capital in Excess of Par Value’ on the
Balance Sheet.
Balance
Sheet
Total
cash as at September 30, 2009 was $70. Our working capital deficiency
as of September 30, 2009 was $40,256. If amounts owed to related
parties are excluded there is still a working capital deficit of
$22,446.
Our
working capital is attributable to the completion of an initial capital
contribution on March 15, 2007, which raised $2,000, and a private placement on
December 31, 2007, which raised a further $30,275 and funding from our
directors. No revenue was generated during these
periods.
Total
shareholders’ deficit as of September 30, 2009 was $40,256. Total
shares outstanding as at September 30, 2009 were 156,330,000.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET
RISK
Market
Information
There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.
22
The
number of shares subject to Rule 144 is 108,000,000 post stock split common
shares. Share certificates representing these shares have the
appropriate legend affixed on them.
There are
no shares being offered to the public other than indicated in our effective
registration statement and no shares have been offered pursuant to an employee
benefit plan or dividend reinvestment plan.
While our
shares are traded on the OTCBB. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, we must
remain current in our filings with the SEC; being as a minimum Forms 10-Q and
10-K. Securities already quoted on the OTCBB that become delinquent
in their required filings will be removed following a 30 or 60 day grace period
if they do not make their filing during that time.
In the
future our common stock trading price might be volatile with wide
fluctuations. Things that could cause wide fluctuations in our
trading price of our stock could be due to one of the following or a combination
of several of them:
●
|
our
variations in our operations results, either quarterly or
annually;
|
●
|
trading
patterns and share prices in other exploration companies which our
shareholders consider similar to ours;
|
●
|
the
exploration results on the Levuka Gold Claim, and
|
●
|
other
events which we have no control
over.
|
In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies. These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance. In the past, following periods of volatility
in the market price of a security, securities class action litigation has often
been instituted against such company. Such litigation, if instituted,
whether successful or not, could result in substantial costs and a diversion of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.
Trends
We are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future. We are unaware
of any known trends, events or uncertainties that have had, or are
reasonably likely to have, a material impact on our business or income, either
in the long term of short term, as more fully described under ‘Risk
Factors’.
ITEM
4. CONTROLS AND
PROCEDURES
Evaluation of Disclosure
Controls and Procedures
Our Chief
Executive Officer and our Chief Financial Officer, after evaluating the
effectiveness of Brand Neue’s controls and procedures (as defined in the
Securities Exchange Act of 1934 Rule 13a, 14(c) and 15d 14(c) as of the end of
the period of the filing of this quarterly report on Form 10-Q (the “Evaluation
Date”), have concluded that as of the Evaluation Date, Brand Neue’s disclosure
and procedures were adequate and effective to ensure that material information
relating to it would be made known to it by others, particularly during the
period in which this quarterly report on Form 10-Q was being
prepared.
23
ITEM
4T CONTROLS AND
PROCEDURES
Changes in Internal
Controls
There
were no material changes in Brand Neue’s internal controls or in other factors
that could materially affect Brand Neue’s disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions.
PART
11 – OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
There are
no legal proceedings to which Brand Neue or is a party or to which the Levuka
Gold Claim is subject, nor to the best of management’s knowledge are any
material legal proceedings contemplated.
ITEM
1A RISK FACTORS
|
1.
|
Our auditors have issued a
going concern opinion and we may not be able to achieve our objectives and
may have to suspend or cease exploration
activity.
|
Our
auditors' report on our March 31, 2009 financial statements expressed an opinion
that our Company’s capital resources as of March 31, 2009 are not sufficient to
sustain operations or complete our planned activities for the upcoming year
unless we complete public offering to raise additional
funds. These conditions raise substantial doubt about our
ability to continue as a going concern. If we do not obtain
additional funds there is the distinct possibility that we will no longer be a
going concern and will cease to operate which means any persons acquiring shares
in our Company will loss their entire investment.
|
2.
|
Since
mineral exploration is a highly speculative venture, anyone purchasing our
stock will likely lose their entire
investment.
|
Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such
enterprises. Exploration for minerals is a speculative venture
necessarily involving substantial risk. The expenditures to be made
by us on our exploration program may not result in the discovery of commercially
exploitable reserves of valuable minerals. The likelihood of success
must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the exploration of our
mineral claim we plan to undertake. The probability of a mineral claim ever
having commercially exploitable reserves is extremely remote, and in all
probability our mineral claim does not contain any reserves. Any
funds spent on the exploration of this claim will probably be
lost. Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. We may also become subject to significant liability for
pollution, cave-ins or hazards, which we cannot insure or which we may elect not
to insure. In such a case, we would be unable to complete our
business plan and our shareholders may lose their entire
investment.
24
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3.
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If
we don't obtain additional financing our business may
fail.
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Our cash
on hand is definitely not sufficient to complete even Phase I of the proposed
exploration of our mineral claim. We will need to obtain additional
financing in order to complete our business plan. As of September 30,
2009, we had cash on hand of $70 against $40,326 in current
liabilities. Our business plan calls for significant expenses in
connection with the exploration of our mineral property. Phase I of the proposed
exploration program on our claims as recommended by our consulting geologist is
estimated to cost $25,764, $5,000 of which had been advanced during the prior
period. We will require additional financing in order to complete
Phase II. Under the licensing agreement dated June 24, 2009, Brand Neue Corp. is
required to make an estimated payment of $400,000 on or before December 31,
2009. Furthermore, if our exploration program is successful in
discovering commercially exploitable reserves of valuable minerals, we will
require additional funds in order to place our mineral claim into commercial
production. While we do not presently have sufficient information
about the claims to estimate the amount required to place the mineral claims
into commercial production, there is a risk that we may not be able to obtain
whatever financing is required. Obtaining additional financing will
depend on a number of factors, including market prices for minerals, investor
acceptance of our properties, and investor sentiment. These factors
may make the timing, amount, terms or conditions of additional financing
unavailable to us. If we are unsuccessful in obtaining additional financing when
we need it, our business may fail before we ever become profitable and our
shareholders may lose their entire investment.
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4.
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It
is impossible to evaluate the investment merits of our company because we
have no operating history.
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We are a
pre-exploration stage company with no operating history upon which an evaluation
of our future success or failure can be made. We were incorporated on
March 15, 2007, and have accumulated a net loss of $99,831 against no
revenue. Thus far, our activities have been primarily limited to
organizational matters, acquiring our mineral claim, obtaining a geology report
and the preparation and filing of a registration statement and completing
various Form 10-Ks and 10-Qs.
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5.
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Market
factors in the mining business are out of our control and so we may not be
able to profitably sell any minerals that we
find.
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We have
no known ore reserves but even if we are successful in locating commercially
exploitable reserves of valuable minerals, we can provide no assurance that we
will be able to sell such reserves. Numerous factors beyond our
control may affect the marketability of any minerals discovered. These factors
include fluctuations in the market price of such minerals due to changes in
supply or demand, the proximity and capacity of processing facilities for the
discovered minerals, government regulations, including regulations relating to
prices, taxes, royalties, land tenure, land use, importing and exporting
of minerals and environmental protection. The precise effect of these factors
cannot be accurately predicted, but the combination of these factors may result
in us not receiving an adequate return on invested capital so that our investors
may lose their entire investment.
25
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6.
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If we
cannot compete successfully with other exploration companies, our
exploration program may suffer and our shareholders may lose their
investment.
|
Many of
the resource exploration stage companies with whom we compete have greater
financial and technical resources than we do. Accordingly, these competitors may
be able to spend greater amounts on acquisitions of properties of merit and on
exploration of their properties. In addition, they may be able to afford greater
geological expertise in the targeting and exploration of
resource
properties. As a result, our competitors will likely have resource
properties of greater quality and interest to prospective investors who may
finance additional exploration and to senior exploration stage companies that
may purchase resource properties or enter into joint venture agreements with
junior exploration stage companies. This competition could adversely
impact our ability to finance the exploration of our mineral
property.
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7.
|
Since
our executive officers do not have technical training or experience in
starting, and operating a mineral exploration company there is a higher
risk our business will fail.
|
Our
executive officers have no experience in mineral exploration and do not have
formal training in geology or in the technical aspects of management of a
mineral exploration company. This inexperience presents a higher risk
that we will be unable to complete our business plan for the exploration of our
mineral claims. In addition, we will have to rely on the technical services of
others with expertise in geological exploration in order for us to carry out our
planned exploration program. If we are unable to contract for the services of
such individuals, it will make it difficult and may be impossible to pursue our
business plan. There is thus a higher risk that our operations, earnings and
ultimate financial success could suffer irreparable harm and that our
investors
will lose
all of their investment.
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8.
|
We
may not have access to all of the supplies and materials we need to begin
exploration which could cause us to delay or suspend exploration
activity.
|
Provided
we have sufficient funds to carry out exploration activity, competition and
unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as dynamite, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials as and when we are able to raise the requisite capital. If
we cannot find the products and equipment we need, we will have to suspend our
exploration plans until we do find the products and equipment we
need.
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9.
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Since our
officers and directors have other business interests, they will be
devoting approximately eight hours per month to our operations, which may
result in periodic interruptions or suspensions of
exploration.
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Our
officers have other outside business activities and will only be devoting
approximately eight hours per month to our operations. As a result,
our operations may be sporadic and occur at times that are convenient to our
officers. Consequently, our business activities may be periodically
interrupted or suspended.
26
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10.
|
Because mineral exploration
and development activities are inherently risky, we may be exposed to
environmental liabilities. If such an event were to occur it may result in
a loss of your
investment.
|
The
business of mineral exploration and extraction involves a high degree of risk.
Few properties that are explored are ultimately developed into production. At
present, the Levuka Claim, our sole property, does not have a known body of
commercial ore. Unusual or unexpected formations, formation pressures, fires,
power outages, labor disruptions, flooding, explosions, cave-ins, landslides and
the inability to obtain suitable or adequate machinery, equipment or labor are
other risks involved in extraction operations and the conduct of exploration
programs. We do not carry liability insurance with respect to our mineral
exploration operations and we may become subject to liability for damage to life
and property, environmental damage, cave-ins or hazards. There are also physical
risks to the exploration personnel working in the rugged terrain of Andhra
Pradesh, often in poor climatic conditions. Previous mining exploration
activities may have caused environmental damage to the Levuka Claim. It may be
difficult or impossible to assess the extent to which such damage was caused by
us or by the activities of previous operators, in which case, any indemnities
and exemptions from liability may be ineffective. If the Levuka Claim is found
to have commercial quantities of ore, we would be subject to additional risks
respecting any development and production activities. Most exploration projects
do not result in the discovery of commercially mineable deposits of
ore.
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11.
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Since substantially all of our
assets, directors and officers are outside the United States it may be
difficult for investors to enforce within the United States any judgments
obtained against us or any of our officers and
directors.
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Substantially
all of our assets are located outside the United States and we do not currently
maintain a permanent place of business within the United States. We
were incorporated in the State of Nevada and have an agent for service in
Nevada. Our agent for service will accept on our behalf the service
of any legal process and any demand or notice authorized by law to be served
upon a corporation. Our agent for service will not, however, accept
service on behalf of any of our officers or directors. All of our
directors and officers are residents of India and neither of them have an agent
for service in the United States. Therefore, it may be difficult for
investors to enforce within the United States any judgments obtained against us
or our officers or
directors,
including judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state thereof.
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12.
|
If we are unable to hire and
retain key personnel, we may not be able to implement our business plan
and our business will
fail.
|
We will
compete with other mining companies in the recruitment and retention of
qualified managerial and technical employees. Our success will be
largely dependent upon our ability to hire highly qualified
personnel. This is particularly true in highly technical businesses
such as mineral exploration. These individuals may be in high demand and we may
not be able to attract the staff we need. In addition, we may not be
able to afford the high salaries and fees demanded by qualified personnel, or
may lose such employees after they are hired. Currently, we have not
hired any key personnel and we do not intend to do so for the next 12 months and
until we have proved mineral reserves. If we are unable to hire key
personnel when needed, our exploration program may be slowed down or
suspended.
27
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13.
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Our directors and officers own
a controlling percentage of voting stock, which will allow them to make
decisions and effect transactions without further shareholder
approval.
|
Our
directors and officers own, collectively, approximately 77% of our outstanding
shares. Accordingly, these stockholders, as a group, will be able to
control, among other things, the outcome of stockholder votes, including the
election of directors, adoption of amendments to our Bylaws and Articles of
Incorporation and approval of significant corporate transactions such as
mergers.
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14.
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There is a limited public
market for our shares at the present time and therefore our shareholders
may never be able to sell their shares which would result in a total loss
of their investment.
|
Our
common shares are quoted on the OTC Bulletin Board
(“OTCBB”). At the present time there is a limited market for
our shares and hence our shareholders might not be able to sell their shares in
an organized market place unless they sell their shares privately. If
this happens, our shareholders might not receive a price per share which they
might have received had there been a public market for our shares.
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15.
|
Applicable SEC rules governing
trading of ‘penny stocks’ limit the liquidity of our common stock which
could make it more difficult for our shareholders to sell their
shares
|
As the
shares of our common stock are ‘penny stock’, many brokers are unwilling to
effect transactions in such common stock which can make it difficult for our
shareholders to sell their shares of our common stock if a market develops for
that common stock.
Our
common stock is defined as a ‘penny stock’ pursuant to Rule 3a51-1 pursuant to
the Securities Exchange Act of 1934. Penny stock is subject to Rules 15g-1
through 15g-10 of the Securities Exchange Act of 1934. Those rules
require broker-dealers, before effecting transactions in any ‘penny stock’,
to:
- Deliver to the customer, and obtain a written receipt for, a disclosure document; | |
- Disclose certain price information about the penny stock; | |
- Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer; | |
|
- Send
monthly statements to customers with market and price
information about the penny stock;
and
|
|
- in
some circumstances, approve the purchasers account pursuant to certain
standards and deliver written statements to the customer with information
specified in those rules.
|
Rather
than comply with those rules, many broker-dealers refuse to enter into penny
stock transactions which may make it more difficult for investors to sell their
shares of our common stock and thereby liquidate their investments.
28
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16.
|
We anticipate the need to sell
additional shares of our common stock in the future meaning that there
will be a dilution to our existing shareholders resulting in their
percentage ownership in the Company being reduced
accordingly.
|
We expect
that the only way we will be able to acquire additional funds is through the
sale of our common stock. This will result in a dilution effect to
our shareholders whereby their percentage ownership interest in the Company is
reduced. The magnitude of this dilution effect will be determined by
the number of shares we will have to issue in the future to obtain the funds
required.
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On June
18, 2009, the directors declared a stock split on 59 new common shares for each
one old common share outstanding. This increased to the issued
and outstanding share capital to 156,330,000 post stock split common
shares.
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
There
have been no matters brought forth to the securities holders to vote upon during
this quarter.
ITEM
5. OTHER
INFORMATION
On August
3, 2009, Board of Directors of Brand Neue dismissed Moore & Associates
Chartered Accountants, its independent registered public account firm. On the
same date, August 3, 2009, the accounting firm of Seale and Beers, CPAs was
engaged as Brand Neue’s new independent registered public account firm. The
Board of Directors of Brand Neue and the Brand Neue's Audit Committee approved
of the dismissal of Moore & Associates Chartered Accountants and the
engagement of Seale and Beers, CPAs as its independent auditor. None of the
reports of Moore & Associates Chartered Accountants on the Company's
financial statements for either of the past two years or subsequent interim
period contained an adverse opinion or disclaimer of opinion, or was qualified
or modified as to uncertainty, audit scope or accounting principles, except that
the Brand Neue's audited financial statements contained in its Form 10-K for the
fiscal year ended March 31, 2009 a going concern qualification in Brand Neue's
audited financial statements.
During
Brand Neue's two most recent fiscal years and the subsequent interim periods
thereto, there were no disagreements with Moore and Associates, Chartered
whether or not resolved, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to Moore and Associates, Chartered's satisfaction, would have caused it
to make reference to the subject matter of the disagreement in connection with
its report on Brand Neue's financial statements.
On August
3, 2009 Brand Neue engaged Seale and Beers, CPAs as its independent accountant.
During the two most recent fiscal years and the interim periods preceding the
engagement, the registrant
has not consulted Seale and Beers, CPAs regarding any of the matters set forth
in Item 304(a)(2)(i) or (ii) of Regulation S-B.
29
Subsequently
the company terminated Seale and Beers CPA’s as understand accountants and
appointed Madsen & Associates, CPA’s as independent accountants. During the
two most recent fiscal years end the interim periods preceding the engagement,
the registrant has not consulted with Madsen & Associates, CPA’s regarding
any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation
S-B.
ITEM
6. EXHIBITS
The
following exhibits are included as part of this report by
reference:
3.1
|
Certificate
of Incorporation (incorporated by reference from Qele’s Registration
Statement on Form S-1 filed on June 17, 2008 Registration No.
333-151708)
|
|
3.2
|
Articles
of Incorporation (incorporated by reference from Qele’s Registration
Statement on Form S-1 filed on June 17, 2008, Registration
No.333-151708)
|
|
3.3
|
By-laws
(incorporated by reference from Qele’s Registration Statement on Form S-1
filed on June 17, 2008, Registration No. 333-151708)
|
|
4
|
Stock
Specimen (incorporated by reference from Qele’s Registration Statement on
Form S-1 filed on June 17, 2008, Registration No.
333-151708)
|
|
10.1
|
Transfer
Agent and Registrar Agreement (incorporated by reference from Qele’s
Registration Statement on Form S-1 filed on June 17, 2008 Registration No.
333-151708)
|
30
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
BRAND NEUE
CORP.
|
|
(Registrant)
|
|
Date: November
12, 2009
|
ADI
MULJO
|
Chief
Executive Officer and Director
|
|
Date: November
12, 2009
|
ASHMI
DEO
|
Chief
Financial Officer, Chief Accounting
Officer,
Secretary and Director
|
31