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

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2010 or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _________________

Commission File Number 000-53318

BRAND NEUE CORP.
(Exact name of registrant as specified in its charter)

702-589-5849
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[ ] YES [ ] NO

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after 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.
27,300,571 common shares issued and outstanding as of November 15, 2010

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INDEX

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PART 1 – FINANCIAL INFORMATION

The accompanying consolidated balance sheets of Brand Neue Corp., a development stage company, as at September 30, 2010 (with comparative figures as at March 31, 2010) and the consolidated statements of operations for the three and six months ended September 30, 2010 and 2009 and from inception (March 15, 2007) to September 30, 2010, and the consolidated statements of cash flows for the six months ended September 30, 2010 and 2009 and from inception (March 15, 2007) to September 30, 2010 have been prepared by the company’s management in conformity with accounting principles generally accepted in the United States of America and are stated in United States Dollars (US$). 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 six months ended September 30, 2010 are not necessarily indicative of the results that can be expected for the year ending March 31, 2011.

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

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

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

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

In December, 2009 the company incorporated a wholly own Canadian subsidiary. Its financial statements are included in these consolidated financial statements. All intercompany balances and transactions have been eliminated.

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 September 30, 2010 the company had a net operating loss carry forward of $599,511 for income tax purposes. $34,270 of the carry forward will expire in 2028, $41,423 in 2029 and the balance in 2030. The company is unable to establish a predictable projection of operating profits for future years. Accordingly, no future tax benefit has been recorded because the value of the benefit is undeterminable.

Financial and Concentrations Risk

The company has no financial and concentrations risks.

Basic and Diluted Net Income (loss) Per Share

Basic net income (loss) per share amounts is 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.

Statement of Cash Flows

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

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Revenue Recognition

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

Amortization of License Fees

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

Amortization of Website

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

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.

Foreign Currency Translations

The financial statements of the Canadian subsidiary have been translated to US dollars at the September 30, 2010 exchange rate for balance sheet accounts and at the average exchange rate for the period covered by income and expense items.

Advances and accounts receivable consist of: 
                    $301,495 advanced to Luma Vue (see Note 7 below) 
                    $15,000 advanced to Riptide Trading Inc 
                    $20,607 HST recoverable 
                    $25,300 advance to Voyager Health Technologies (see Note 8 below) 
                    $6,262 miscellaneous

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Gizmo Packaging Ltd. contends that the company is in default under the license agreement with that company. We do not agree and are in discussions with Gizmo Packaging to resolve the matter. In the meantime, we continue to amortize the license fee cost in accordance with our usual practice.

The advances payable relate to actual funds advanced to the company, and expenses paid by third parties for the company. The advances are repayable on a demand basis.

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.

During the six months ended September 30, 2010 the company issued:

• 700,000 common shares for $350,000 cash, under an agreement which provides for payment by the company to those shareholders of an amount equal to 75% of all gross profits of the company 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.
• 900,000 common shares to repay $450,000 of advances payable
• 524,000 common shares for $262,000 cash with an option to those shareholders to purchase a further 524,000 shares at $1.00 each.
• 400,000 common shares for services rendered
• 380,666 common shares for $$131,400 cash.

On June 1, 2010, the company entered into a contract with Luma Vue, Inc. to become the exclusive distributor of Luma advanced LED lighting products and lighting systems in North America. Under the terms of the contract the company purchased $250,000 of Luma’s inventory. Since the company does not control the inventory, the investment has been shown as an advance receivable along with a further $150,000 advance. The company and Luma have agreed to replace the contract with a non exclusive agreement. The $400,000 advance will be repaid by Luma providing inventory required to fill orders. At September 30, 2010, $98, 505 of inventory had been received.

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.” The company will acquire a 51% equity interest in InteLEDgent through the issue of 2,500,000 of its common shares.

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On September 30, 2010 the company entered into an agreement under which it will acquire a 51% interest in Voyager Health Technologies Corp. through the issue of 2,000,000 of its common shares. Voyager has acquired the formulas or marketing rights to a number of nutraceutical products. These products will be produced by independent manufacturers and marketed by Voyager through a multi level marketing organization. At September 30, 2010 the company had advanced $25,300 to Voyager.

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. 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.

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Item 2. Management’s Discussion and Analysis of Financial Condition 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 on bringing innovative products to market and in the past year we have focused our efforts on entering into distribution agreements for various products and bringing such products to market.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the notes related thereto. The discussion of results, causes and trends should not be construed to infer conclusions that such results, causes or trends necessarily will continue in the future.

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

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 period ended September 30, 2010. 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 is 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 antidilutive 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, will be able to realize our assets and discharge our liabilities and commitments in the normal course of business.

Results of Operations – Three and Six Months Ended September 30, 2010 and 2009 and Inception to September 30, 2010

The following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended September 30, 2010 which are included herein.

We have not generated any revenue since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

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For the period ended September 30, 2010 we reported total current assets of $495,428 compared with current assets of $2,760 for the period ended September 30, 2009.

For the period ended September 30, 2010 we reported current liabilities of $262,238 compared with current liabilities of $591,164 for the period ended September 30, 2009.

For the period ended September 30, 2010 we reported net working capital of $233,190 compared with compared with net working capital deficit of $588,404 for the period ended September 30, 2009.

During the period from inception (March 15, 2007) to September 30, 2010 we have had accumulated losses of $734,448.

On June 1, 2010, the company entered into a contract with Luma Vue, Inc. to become the exclusive distributor of Luma advanced LED lighting products and lighting systems in North America. As part of those arrangements we advanced $250,000 to Luma. In July we advanced a further $150,000. Subsequently, the company and Luma agreed to replace the contract with a non exclusive agreement. The $400,000 advance will be repaid by Luma providing inventory required to fill orders. At September 30, 2010, $98, 505 of inventory had been received.

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.” The company will acquire a 51% equity interest in InteLEDgent through the issue of 2,500,000 of its common shares.

On September 30, 2010 the company entered into an agreement under which it will acquire a 51% interest in Voyager Health Technologies Corp. through the issue of 2,000,000 of its common shares. Voyager has acquired the formulas or marketing rights to a number of nutraceutical products. These products will be produced by independent manufacturers and marketed by Voyager through a multi level marketing organization. At September 30, 2010 the company had advanced $25,300 to Voyager.

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. Our cash requirements for our current level of operations are $500,000 per annum. In addition, each new product or contract will require capital but the specific amount can only be determined after the contractually arrangements have been concluded. As shown in the consolidated statement of cash flows the company sold shares to raise the cash it needed for six months ended September 30, 2010. A comparison to the quarter ended September 30, 2009 is not relevant because of the change in the company’s business since then, as reported earlier.

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 $734,448 for the period from March 15, 2007 (inception) to September 30, 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.

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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.

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.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

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

Item 4 – Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

Our chief executive officer (who is our acting principal executive officer) and our chief financial officer (who is our acting principal financial officer and principal accounting officer) have evaluated our disclosure controls and procedures as of September 30, 2010, the end of the quarter covered by this report, 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 Securities Exchange Act of 1934 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 (who is our acting principal executive officer) and chief financial officer (who is our acting principal financial officer and principal accounting officer), as appropriate to allow timely decisions regarding required disclosure.

As of September 30, 2010, the end of the quarter covered by this report, 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 the Securities and Exchange Commission’s guidance on conducting such assessments. Management concluded, as of September 30, 2010, 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 a material weaknesses.

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

• The company’s audit committee does not function as an audit committee should, 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 company has limited segregation of duties which is not consistent with good internal control procedures.

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• 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 manual does not meet the requirements of the Securities and Exchange Commission or good internal control.

• There are no effective controls instituted over financial disclosure and the 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 endeavour 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.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2010 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. 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.

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Risks Relating to Our Business

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

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

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

We incurred net losses of $345,310 for the period from March 15, 2007 (inception) to March 31, 2010. No assurance can be given that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. No assurance can be given that future operations will be profitable. We may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on us.

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

Our auditors’ report on our March 31, 2010 financial statements expressed an opinion that our Company’s capital resources as of March 31, 2010 are not sufficient to sustain operations or complete our planned activities for the upcoming year unless we raise additional funds. These conditions raise substantial doubt about our ability to continue as a going concern. If we do not obtain additional funds there is the distinct possibility that we will no longer be a going concern and will cease operation which means any persons purchasing shares will lose 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 business operates in highly competitive markets. We face competition from both traditional suppliers and from competitors who, like us, are proposing innovative new solutions. The markets in which we operate continue to change in response to innovations, regulatory changes and other factors. We cannot predict with certainty the changes that may occur and the effect of those changes on the competitiveness of our business. It is possible that our competitors may improve more rapidly or effectively, adversely affecting our sales, margins and profitability. Developments by others may render our products noncompetitive, or we may be unable to keep pace with innovative developments or other market factors.

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

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

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

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

Management believes building our brand will be critical to achieving acceptance of 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.

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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.

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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;

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• 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:

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• 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;

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• 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.

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

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

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

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

The Company may have difficulty managing any future growth.

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

Risks Related to Our Common Stock

A limited public trading market exists for our common stock, which makes it more difficult for our shareholders to sell their common stock in the public markets.

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

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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 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

On August 27, 2010 John J. Ryan III resigned as President of our company and his consulting agreement with our company was terminated.

On September 24, 2010 Adi Muljo resigned as a Director, Chief Executive Officer and Chairman of our company. Alex Eliashevsky was appointed as Chairman and Chief Executive Officer on September 24, 2010.

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Item 6. Exhibits

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

* filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

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