SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
____________________
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 3, 2010

Wishart Enterprises Limited
(Exact name of registrant as specified in its charter)
 
Nevada
333-149197
39-2068976
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

#108-2940 Louise Street Saskatoon,
Saskatchewan Canada
 
S7J 5K2
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:   (206) 339-9420

 
___________________________________
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
   
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 
CURRENT REPORT ON FORM 8-K

WISHART ENTERPRISES LIMITED

TABLE OF CONTENTS

   
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Item 1.01.     Entry into a Material Definitive Agreement

The Acquisition

On May 3, 2010, we entered into a Share Exchange Agreement (the “Share Exchange”) with Vendum Batteries Limited, a company organized under the laws of the United Kingdom (“VDL”). In connection with the closing of this transaction, we acquired all of the issued and outstanding shares of VDL, which resulted in a parent-subsidiary relationship (the “Acquisition”).

In addition, pursuant to the terms and conditions of the Share Exchange:

§  
The sole shareholder of all of the capital stock of VDL issued and outstanding immediately prior to the closing of the Acquisition exchanged his shares into 607,594 shares of our common stock. As a result, the sole shareholder of VDL received 607,594 newly issued shares of our common stock.

§  
The debt holders of VDL converted all of their debt in VDL into 19,049,809 shares of our common stock.  As a result, the debt holders of VDL, Murrayfield Limited and Cornerstone Holdings, Ltd., received 2,412,500 and 16,637,309 newly issued shares of our common stock, respectively.

§  
Our board of directors was reconstituted to consist of Fraser Cottington who, prior to the Acquisition, was the sole director of VDL.
 
§  
VDL provided customary representations and warranties and closing conditions, including approval of the Acquisition by its sole shareholder.

As of the date of the Share Exchange and currently, there are no material relationships between us or any of our affiliates and VDL, other than in respect of the Share Exchange.

The foregoing description of the Share Exchange does not purport to be complete and is qualified in its entirety by reference to the complete text of the Share Exchange, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Split-Off Agreement

Immediately following the closing of the Acquisition, in a separate transaction, our former Chief Executive Officer and sole director, Ms. Barbara Lamb, agreed to purchase our former health business in exchange for the cancellation and return all of her common stock into treasury. Specifically, in the Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Split-Off Agreement”), Ms. Lamb retired 62,459,540 shares of our common stock in exchange for our prior business of health-related websites that advocates a blend of western medicine with alternative health practices.

The foregoing description of the Split-Off Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Split-Off Agreement, which is filed as Exhibit 2.2 hereto and incorporated herein by reference.
 
 
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Item 2.01.     Completion of Acquisition or Disposition of Assets

As used in this Current Report on Form 8-K, all references to the “Company,” “Vendum Batteries Limited” “we,” “our” and “us” or similar terms, refer to Wishart Enterprises Limited, including its predecessors and its subsidiaries, except where the context makes clear that the reference is only to VDL. Information about the Company and the principal terms of the Acquisition are set forth below.

Acquisition

The Acquisition . On May 3, 2010, in accordance with the Share Exchange dated May 3, 2010 we acquired all of the issued and outstanding shares of VDL, which resulted in a parent-subsidiary relationship.  In exchange for all of the issued and outstanding shares of VDL, the sole shareholder of VDL received 607,594 shares of our common stock and the debt holders of VDL received 19,049,809 shares of our common stock, which represents approximately 55% of our outstanding common stock following the Acquisition and related transactions described in Item 1.01 of this Current Report.

At the time of the Acquisition, neither we nor VDL had any options to purchase shares of capital stock outstanding. Additionally, at the time of the Acquisition, neither we nor VDL had any warrants to purchase shares of capital stock outstanding.

There were 78,542,870 shares of our common stock outstanding before giving effect to the stock issuances in the Acquisition and the cancellation of 62,459,540 shares by Ms. Barbara Lamb. Following these events, there were 35,740,733 shares outstanding, including:

Shares
Held by:
607,594
VDL sole shareholder
19,049,809
VDL debt holders
16,083,330
Existing shareholders

The shares of our common stock issued to the former sole shareholder and debt holders of VDL’s capital stock in connection with the Acquisition were not registered under the Securities Act of 1933, as amended (the “Securities Act”), but were issued in reliance upon the exemption from registration provided by Regulation S of the Securities Act and/or Regulation D promulgated under that section, which exempts transactions by an issuer not involving any public offering.

Prior to the Acquisition, there were no material relationships between us and VDL, or any of their respective affiliates, directors or officers, or any associates of their respective officers or directors, other than as disclosed in this Current Report.
 
 
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General Changes Resulting from the Acquisition . We have sold our interest in our prior health business and any assets that relate to that business to Ms. Barbara Lamb in exchange for the cancellation of 62,459,540 shares of our common stock. We intend to carry on the business of VDL, as our primary line of business. We have relocated our principal executive offices to 400 Thames Valley Park Drive, Reading, Berkshire, RG6 1PT and our telephone number is 0118 380 0895.

The Pre-Acquisition sole stockholder of VDL will be required to exchange his existing VDL stock certificate for our certificates. Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. As of May 3, 2010, our shares were quoted on the OTCBB under the symbol “WSHA.OB”

The Acquisition and its related transactions were approved by the sole holder of all shares of VDL’s common stock by shareholder meeting.

Changes to the Board of Directors . Barbara Lamb resigned as our sole officer and director. Pursuant to the terms of the Share Exchange, Fraser Cottington who prior to the Acquisition was the sole director of VDL, Inc., was appointed as our sole officer and director.

All directors hold office for one-year terms until the election and qualification of their successors. Officers are elected by the board of directors and serve at the discretion of the board.

Accounting Treatment. The Acquisition is being accounted for as a purchase of the assets of VDL. Consequently, the assets and liabilities of VDL will be restated to their fair values. Our consolidated financial statements after completion of the Acquisition will include the assets and liabilities of both companies, our historical operations and the operations of VDL from the closing date of the Acquisition.  Except as described herein, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of our board of directors and, to our knowledge, no other arrangements exist that might result in a future change of control of the Company. We will continue to be a “small business issuer,” as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), following the Acquisition.

Description of Our Company

Company Overview

On May 3, 2010, we entered into the Share Exchange with VDL, whereby we acquired all of the issued and outstanding common stock of VDL.  We intend to change our name in the near future to Vendum Batteries Ltd. (“Vendum Limited”) as well as forward-split our common stock.

In consequence of entering into the Share Exchange, we have determined to pursue the business plan of VDL. We are now in the business of developing an innovative new cellulose-based power source.
 
 
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Our Business

VDL was incorporated in the United Kingdom November 16, 2009, under the name Vendum Batteries Ltd.  Vendum Batteries Limited is developing an innovative new cellulose-based power source that will revolutionize the automotive and aeronautical industries when it is brought to market.

This revolutionary battery is entirely biodegradable , as it is primarily composed of cellulose and uses none of the toxic elements used in traditional batteries, such as mercury, lead, chromium, or cadmium.

Using the cutting edge Carbon Nanotube Technology (CNT), we hope this non-toxic power source will, in the future, be capable of providing higher power output for much longer periods of time.  The batteries have the potential to be small and light-weight, therefore it will be possible to revolutionize human implant technology for those found in pacemakers and cochlear implants.   

Similarly, Vendum Limited is aiming in the future to power mobile phones, PDA’s, iPods, music players, games consoles, laptops and the like. Also home appliances such as power tools, all kinds of toys, watches, cameras, toothbrushes and electric razors can be powered by the Vendum Limited batteries. Finally, these batteries could be used in power surveying instruments, flashlights, CCTV cameras, roadwork lighting and signs, gift cards, and even clothing and books. In the long term, however, we hope that Vendum Limited will help transform the automotive and aeronautical industry forever.

Principal Products and Services

From inception, our business model has been to sell licences to use our Intellectual Property to produce and develop “green” and “non-toxic” paper battery technology. These will be sold through distributors, EOM’s and developing manufacturer relationships to further develop a market driven product range and at the same time gradually increasing power capability.  We have started by formulating relationships with research institutes and universities where we can fund Research & Development with some of the most knowledgeable technical specialists across Europe and North America.

The Vendum paper battery is designed to use a paper-thin sheet of cellulose infused with aligned carbon nanotubes. The nanotubes act as electrodes, allowing the storage devices to conduct electricity. The battery will currently provide a low, steady power output, as well as a super capacitor’s quick burst of energy. While a conventional battery contains a number of separate components, the paper battery integrates all of the battery components in a single structure, making it more energy efficient and light-weight.

Our batteries are unique in the following ways:

1.  
Nanotechnology.  Our batteries are a paper-thin sheet of cellulose infused with aligned carbon nanotubes that act as electricity conducting electrodes.

2.  
Ecological.  Our batteries contain no mercury, lead, chromium, cadmium or other heavy metals that are found in today’s batteries and no ozone-depleting solvents are used in production.  They are 90% composed of cellulose which is the same plant cell used in paper products.
 
 
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3.  
Temperature resistant.  The lack of water content in our batteries allow it to function in temperatures up to 300 ° F and down to 100 ° F below zero because it is biocompatible.  It will eventually be capable of powering a small device such as a pacemaker or cochlear implant without introducing any harsh chemicals into the body.  Early indications show that with further development, the paper battery could be energized by the electrolyte emitted from one's own blood or body sweat.

4.  
Flexible.  The device can be rolled, twisted, folded, or cut into any number of shapes with no loss of mechanical integrity or efficiency.  As development progresses, the paper batteries will be stackable to boost the total power output.  When power output grows, the paper battery will be mouldable into different shapes which would enable important new engineering innovations.

5.  
Better alternative.  Our batteries will provide a low, steady power output, as well as have a super-capacitor’s quick burst of energy.  In comparison, while a conventional battery contains a number of separate components our batteries integrate all of the battery components in a single structure making it more energy efficient and light-weight.

Distribution Methods and Marketing

Vendum is a licensing and project management company and therefore will not at any point acquire manufacturing facilities. All work on development and manufacturing will be outsourced.

Vendum does not plan to manufacture the products, but rather connect the dots in a new market utilizing IP which Vendum has filed and subsequently license with manufacturers and developers to bring the most cost effective product to the global market.

We believe that manufacturers of all types of commercial products - from microchips to cell phones, lawnmowers to automobiles, medical implants to cordless power tools - would benefit from battery technology with better performance that is lighter, smaller, cheaper, safer and greener, and Vendum Batteries Inc. intends to deliver that technology.

The company has set a global sales target to have a market share of 0.01%. This market share is a very conservative estimate as the general trend worldwide is toward green and eco-friendly technology.

While the United States is in the midst of an economic slowdown, for the consumer electronics market it's still a case of "go, gadget, go!" The appetite for electronic devices of all kinds is running rampant, spurring innovation in the battery market to meet the needs of high drain devices.

The Specialists in Business Information, SBI, estimates that the total U.S. battery market rose two percent over the 2006 level of $7.9 billion to $8.1 billion, and worldwide, personal battery use is a $63 billion dollar industry.
 
 
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This is based on an SBI report which contains data and analysis describing the U.S. market for batteries, with a specific focus on general household use batteries sold at mass market and a secondary focus on consumer product use batteries such as those used in personal electronics.

The total market number, however, does consider the broader market for context, including commercial, medical, industrial, institutional and government applications. The report provides a market number for lead-acid batteries, but otherwise does not cover this type of battery manufacturing or marketing.

The report explores economic factors affecting battery manufacturing, trends driving battery use and product innovation, consumer penetration and demographics for general household use batteries, promotion and retail activity, and the competitive environment affecting domestic battery demands. The report also profiles major marketers, along with manufacturer strategies used to maximize growth.

Report data were obtained from government sources, trade associations and publications, business journals, company literature, investment reports and interviews with industry professionals. Statistics describing the value of shipments for batteries are derived from the U.S. Census Bureau’s Economic Census and Annual Survey of Manufactures, then augmented through estimates and forecasts by SBI.

In most cases, historical data are provided for 1997 through 2007, with forecast data for 2008 through 2012. Simmons Market Research Bureau’s fall 2007 survey, based on a nationwide sample of U.S. adults, provides the primary research data on consumer penetration and demographics related to household batteries.

We intend to fulfil our strategic goals by seeking to acquire under performing companies and those needing investment to further develop their products within the Carbon Nanotube (CNT) industry. Vendum will seek to part acquire companies providing different ways to produce and develop the technologies that deliver a both a super capacitor and a battery using CNT technologies, as well as those companies and individuals that can provide technical expertise in further researching alternative Nano wire types and the use of polymers, so that Vendum can stay ahead of the competition that has committed to one single technology. We will also look at printed battery technology, which is already produced by one of our competitors, as it looks as if it may become one of the simplest and cost effective CNT battery types to mass produce. The media takes an avid interest in this technology and any notable advances, Vendum intends to take full advantage of developments we can release to the media and further drive and increase the demand for power from CNT based batteries.

Finally, Vendum will attempt to locate a company that is both proficient producing CNT’s and providing competitors with electronics quality CNT’s, so that we can minimise the need for raw CNT producers and associated costs to transport them to the battery production facility.

Management believes that the aggregated Company will be able to achieve significant economies of scale, will be able to acquire further IP and percentages of companies, with excellent technical expertise who required additional funding to further develop the product capability, R&D and expand in to new markets.
 
 
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Sources and Availability of Raw Materials and Principal Suppliers

Carbon nanotubes (CNTs) are very small, the diameter of a nanotube is on the order of one nano-meter, many times smaller than the width of a human hair, but up to several microns long. CNTs come in two principal forms, single-walled carbon nanotubes (SWCNT) and multi-walled (MWCNT). SWCNT are a one-atom-thick layer of graphite, called graphene, wrapped into a seamless cylinder with either open or closed ends and CNTs can be conducting or semi-conducting.

Vendum Batteries Inc will use SWCNT which are available from established chemical companies around the world. The chemical companies we will source from will be experienced in producing consistent quality nanotubes intended for the electronics market, so far we have identified two potential suppliers Nano-C in the U.S. and Thomas Swan in the U.K. Both companies have demonstrated specialist capability in producing SWCNT for our purposes and offer expertise in use of CNT’s in other applications such as memory, clear conducting polymers for flat panel displays, should the company wish to diversify.

Nano-C are also experienced in Photovoltaic cells and this could be extremely useful as we develop batteries of both integrated technologies and Thomas Swan are rapidly expanding production of SWCNT's in the U.S.

Nano-C
"At Nano-C's core is an energy and environmentally efficient combustion-based process technology invented at MIT by Nano-C Founder and MIT Professor Emeritus, Jack B. Howard. Nano-C is the exclusive developer and owner of the advanced II-G technology which has enabled Nano-C to be a leader in the efficient production of high-quality fullerenic materials including C60, C70, C84 and fullerene black. Nano-C's II-G technology offers an order-of-magnitude improvement in performance when compared to its 1st-generation technology licensed to a Japanese company in 2001. With this same uniquely scalable combustion technology, Nano-C is ramping up the production of high-quality single-walled carbon nanotubes."

Thomas Swan Ltd
"Thomas Swan is one of the largest family owned chemical companies in the UK. It was founded by “Tommy Swan” in 1926 and has been managed by four generations of the Swan family, and as such has been independent for over 80 years. Thomas Swan specialises in Performance and Speciality chemicals, has a turnover of ~£17M with 120 employees and has offices in the UK, USA and China. Between 2001 and 2004, in association with the University of Cambridge, Thomas Swan developed a manufacturing process for single and multi-wall carbon nanotubes. Further work with the University of Oxford focused on purification and dispersion of the nanotubes, and the product was launched under the Elicarb® brand name in April 2004. Thomas Swan’s role in the NECLASS project is to design, manufacture, purify and functionalise an ideal and optimised carbon nanotube for use as the catalyst support in fuel cells."

Vendum can select raw material suppliers of CNT’s locally in each country we operate.
 
 
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Customers

Vendum’s strategy is clear in that no one customer shall give more that 20% of total net income, it is the view as an early adopter that the company shall spread the necessary risk and work across multi regions and customers. The market being still in the infancy it is, will expand rapidly and by using JITD we will be in a position to service a far wider market without incurring the associated costs, this is also why the company has chosen to work with more than one supplier and across three continents.

Competition and Market Overview

The Vendum business model capitalizes on this paradigm shift in consumer focus on wanting more power, but at the same time being greener and will target the manufacturers directly for marketing opportunities, of every mobile device, gadget, toy, game console, tool, surveying instrument, torch, greeting card, toothbrush, road signs, watch, clock, camera, pace maker and many more.

Model

Vendum has developed an innovative yet straight-forward business model that helps companies licence the use of our Intellectual Property, Vendum will be positioned to manage the manufacture and production of the client’s batteries. Any manufacturer can be approached and offered a bespoke service to their specific market needs and desires to innovate. The IP will be developed in parallel with production and nature with the consumer demand.
 
Objectives

On the tactical level the Company has set the following main objectives for its first three years of operation:

1.  
To acquire the percentages of companies needed to fulfil the Company’s vision and mission.

2.  
To improve the companies requiring investment, by co-developing new IP and making full use of their equipment, human resources and other assets.

3.  
To create synergies between the companies that are part acquired, so that all companies work cohesively with Vendum.

4.  
To constantly improve the power output of the product to increase the number and range of OEM’s and improve sales channels in the U.K., Europe, U.S. and Asia

The first objective requires significant work and is a prerequisite for the ensuing goals. At this stage, significant legal, accounting and advisory services are required, which will require cash & share options and an unimpeded cash flow. All acquisition targets will be scrutinized and will undergo thorough due diligence to uncover hidden issues, threats or benefits. Before this step, an intensive search process will take place, where potential acquisition targets will be narrowed down until there is a shortlist of companies that fit our description and that can then be evaluated.

The second phase will run parallel with the due diligence of the individual company, so that as soon as the acquisition is finalized the processes within the individual company can be improved and its assets can be utilized to the greatest extent. The technical expertise of the human resources each company has to offer will be vital and hugely valuable to Vendum and will be evaluated through interviews so that individual strengths can be determined. Vendum will appoint accountants and attorneys perform further due diligence and where possible employ consultant battery, materials and physics specialists to ensure a robust technical diligence is upheld and developed in house.
 
 
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The third step involves assessing each acquired individual company’s IP and technical strengths, weaknesses and differences to ensure that Vendum gains an unparalleled technical expertise in CNT based battery production and R&D. As in the second phase, expertise will be borne from the same specialist technical consultants, other than where a company has valuable IP where we have no existing technical expertise.

The fourth objective will be driven directly by clients, whom we will be a mixture of existing and new clients, as we bring additional product offerings and increases of power output to them.

Patents and Intellectual Property

Vendum is currently working towards some licences and also looking at several acquisition targets, however at this early stage and due to the confidential nature, Vendum is unable to discuss until such a time the agreements have been signed.

However, Vendum does have patent pending as described below:

All Property are registered with the UK Intellectual Property Office (Patent and Trademark Office) at Concept House, Cardiff Road, Newport, South Wales, NP10 8QQ.

Patent #
Description
GB0912052.8
Cellulose based paper battery with integrated nanotubes.

FIELD OF THE INVENTION:
The present invention is directed to a paper battery engineered to use a paper-thin sheet of cellulose infused with aligned carbon nanotubes wherein the nanotubes act as electrodes; allowing the storage devices to conduct electricity.

BACKGROUND OF THE INVENTION:
The basic components of a battery are the electrodes with terminals to connect to an external circuit, a separator to keep the electrodes apart and prevent them from shorting, the electrolyte which carries the charged ions resulting from the chemical reactions taking place at the electrodes and a cover to contain the active chemicals and hold the electrodes in place.

The chemical reactions made use of in batteries involve oxidation and reduction reactions (redox reactions). There are two broad classes of batteries, i.e. liquid state batteries ("wet" batteries), in which the electrolyte is liquid or wet and solid state batteries ("dry batteries"), in which the electrolyte is in a solid state. All batteries utilize similar procedures to create electricity; however, variations in materials and construction have produced different types of batteries.
 
 
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Batteries are often classified by the type of electrolyte used in their construction. There are three common classifications; acid, mildly acid, and alkaline. Different examples of electrolytes are acids, such as sulphuric acid, salts, such as ammonium chloride and zinc chloride, and alkalis, such as sodium hydroxide or potassium hydroxide. The electrolyte solution can e.g. contain ZnCl 2 as a main ingredient as well as additive(s) as other ingredient(s), such as for example binder(s) in the Zinc/manganese dioxide battery. The additive(s) in the electrolyte solution comprises binder(s) in order to bind the electrode material particles to the electrode paste.

In addition to acid, mildly acid, and alkaline electrolytes, the electrolyte might be an organic solution. For example batteries of Li-type are not suitably working in an acidic or alkaline environment. They are primarily working in solid or organic ionic liquid environments.

Thin film batteries, which term in this text is to be understood as "layered-structured batteries" in any shape or size, and flexible batteries can be made by printing on to paper, plastics, or other kind of thin foil.

Because of their relatively small thickness, the energy storage and current carrying capacity of thin film batteries is low, these properties being, however, dependent on their area as well and can be made sufficient for desired applications. They have unique properties, which distinguish them from conventional batteries, and in fact the capacity is still enough for a lot of applications. Thin film batteries have e.g. a wide range of uses as power sources for consumer products and for micro-sized applications. Thin film batteries are flexible and also suitable for powering smart cards and Radio Frequency Identification (RFID) tags.

The anode material in a battery may be e.g. Cu, Pb, Ni, Fe, Cr, Zn, Al, Mg or Li, while the cathode may be e.g. of Ferrate, Iron oxide, Cuprous oxide, Cupric oxide, Cobaltic oxide, Manganese dioxide, Lead dioxide, Silver oxide, Nickel oxyhydroxide, Nickel dioxide, Silver peroxide, Permanganate, or Bromate. E.g. a carbon/zinc cell "dry" battery uses a zinc anode, a manganese dioxide cathode, and an electrolyte of ammonium chloride and/or zinc chloride dissolved in water.

Property

Our principal executive offices are located at 400 Thames Valley Park Drive, Reading, Berkshire, RG6 1PT.  We do not own or lease any other significant property.

Government Regulation

Vendum is not currently effected by any governmental regulations, quite the opposite, if anything the company shall benefit from pushes from governments and NGOs regarding green power solutions, which the field that the company currently falls under.

Environmental Regulation and Compliance

Vendum does not anticipate any costs or effects from compliance, there is of course certain health and safety issues with CNT that need to be addressed but along with our partners Thomas Swann, we will ensure that any CNT products which get past development and into production have already met all ISO standards and/or their foreign counterparts.
 
 
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Employees

Vendum currently has no contracted employees, however, the company Director and Chief Executive Officer Fraser Cottington performs his duties for the company on a consultancy basis. The company also has hired a number of advisors and consultants who have helped the company in the development stage and will continue to support the company through to commercialization of our products and services.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. To the extent that any statements made in this Report contain information that is not historical, these statements are essentially forward-looking. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “may,” “anticipates,” believes,” “should,” “intends,” “estimates,” and other words of similar meaning. These statements are subject to risks and uncertainties that cannot be predicted or quantified and, consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties are outlined in “Risk Factors” and include, without limitation:

§  
Our limited and unprofitable operating history;
§  
the ability to raise additional capital to finance our activities;
§  
legal and regulatory risks associated with the Acquisition;
§  
the future trading of our common stock;
§  
our ability to operate as a public company;
§  
general economic and business conditions;
§  
the volatility of our operating results and financial condition; and
§  
our ability to attract or retain qualified senior scientific and management personnel.

The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Current Report on Form 8-K.

Information regarding market and industry statistics contained in this Report is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not undertake any obligation to publicly update any forward-looking statements. As a result, investors should not place undue reliance on these forward-looking statements.
 
 
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Management’s Discussion and Analysis or Plan of Operation

THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS CURRENT REPORT ON FORM 8-K.

The following discussion reflects our plan of operation. This discussion should be read in conjunction with the audited financial statements of VDL for the period ended December 31, 2009. This discussion contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, including statements regarding our expected financial position, business and financing plans. These statements involve risks and uncertainties. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Current Report on Form 8-K, particularly under the headings “Forward Looking Statements” and “Risk Factors.”

Results of Operations

We have not generated any revenue for the period from November 16, 2009 (Date of Inception) until March 31, 2010.  Without revenues, we are forced to rely on fundraising activities in order to continue as a going concern.  If we are unable to generate revenues or raise funds in the near future, we will be forced to consider other business opportunities or cease operations.

Our operating expenses were $45,069 for the three months ended March 31, 2010. Our primary operating expenses for that period were consulting fees of $36,828 and general and administrative expenses of $7,856. Our operating expenses were $69,034 for the period from November 16, 2009 (Date of Inception) until March 31, 2010. Our primary operating expenses for the period from November 16, 2009 (Date of Inception) until March 31, 2010 were professional fees of $3,885, consulting fees of $56,985 and general and administrative expenses of $8,164.

We recorded a net loss of $45,069 for the three months ended March 31, 2010. We recorded a net loss of $69,034 for the period from November 16, 2009 (Date of Inception) until March 31, 2010.

Our operating expenses were $23,965 for the period from November 16, 2009 (Date of Inception) until December 31, 2009. Our primary operating expenses for the period from November 16, 2009 (Date of Inception) until December 31, 2009 were professional fees of $3,500, consulting fees of $20,157 and general and administrative expenses of $308.

We recorded a net loss of $23,965 for the period from November 16, 2009 (Date of Inception) until December 31, 2009.
 
 
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Liquidity and Capital Resources

As of March 31, 2010, we had total current assets of $7,065 in cash. We had current liabilities in the amount of $276,571 as of March 31, 2010. Thus, we had a working capital deficit of $269,506 as of March 31, 2010.

Operating activities used $57,968 in cash for the period from November 16, 2009 (Date of Inception) until March 31, 2010. Our net loss of $69,034 offset by an increase in accrued expenses and interest of $11,066 was the reason for our negative operating cash. Investing activities used $10,474 during the period. Financing activities provided $75,507 in cash, which resulted largely from proceeds from a convertible note payable.

As of March 31, 2010, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Significant changes in the number of employees.

As previously mentioned, Vendum currently has no contracted employees, however, the company Director and Chief Executive Officer Fraser Cottington performs his duties for the company on a consultancy basis. The company also has hired a number of advisors and consultants who have helped the company in the development stage and will continue to support the company through to commercialization of our products and services.

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, results or operations, liquidity, capital expenditures or capital resources that is deemed material.

Risk Factors

The following are certain identifiable risk factors for Vendum Limited’s business operations.  Risk factors related to our former business operations have been excluded but can be found in prior filings with the Securities and Exchange Commission.

Because we will need additional capital in the future to finance our operations or any future acquisitions, the inability to raise capital may result in our inability to fund our working capital requirements and ultimately harm our operational results.

We have and expect to continue to have substantial capital expenditure and working capital needs. For the period from November 16, 2009 (Date of Inception) until December 31, 2009, we had a net loss of $23,965. While management believes that our financial policies have been prudent, we will be reliant on future potential equity and/or debt raises to operate our current business and assist in any future acquisitions, if and when those opportunities occur.
 
 
15

 

There can be no assurance that we will be successful in continuing to meet our cash requirements from existing operations, or in raising a sufficient amount of additional capital in future finance offerings.  Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited.

Our business is reliant upon the availability of a complex and modern technology.

Due to the complex nature of CNTs and the way in which they are manufactured, there is a risk that our company will not be able to secure the products to execute on our business strategy. Until such a time CNTs can be mass produced, there will always be a supply and demand risk! Whilst Vendum will do everything it can to negate such issues, the quantity and quality of CNTs is paramount to the success of CNT based cellulose batteries.

Secondly, given the limited budget compared to the main stream battery companies, there is always a concern that the big 4 could leap frog smaller enterprises like Vendum with their financial clout, however, early indicators such as lack of development in the space would make you believe the big battery companies will follow a licensing model to acquire the technology that is developed by smaller producers such as Vendum. There are some familiar synergies here as with Biotech.

There is a risk that our products would not result in the market and application that we anticipate for CNT based battery technologies.

Whilst in early development and design, without a strong testing program at present, there is always the risk that the applications which our products will suit, will simply not be in high enough demand, you can look at gift cards and disposable toys as case in point. Whilst disposable toy market is gathering speed and growing, the most of these products are manufactured in the Far East where the attitude towards a greener environment simply is not on the same page as the EU and other western democracies. With products like gift cards you can see that far more people are using electronic digital cards opposed to the traditional paper/card types.

Because we are highly dependent on our key executive officers for the success of our business plan and may be dependent on the efforts and relationships of the principals of future acquisitions and mergers, if any of these individuals become unable to continue in their role, our business could be adversely affected.

We believe our success will depend, to a significant extent, on the efforts and abilities of Fraser Cottington, our CEO.  If we lost Mr. Cottington, we would be forced to expend significant time and money in the pursuit of a replacement, which would result in both a delay in the implementation of our business plan and a distraction of our resources. We can give you no assurance that we could find a satisfactory replacement for Mr. Cottington at all, or on terms that are not unduly expensive or burdensome.
 
 
16

 

If we grow and implement our business plan, we will need to add managerial talent to support our business plan.  There is no guarantee that we will be successful in adding such managerial talent.  These professionals are regularly recruited by other companies and may choose to change companies.  Given our relatively small size compared to some of our competitors, the performance of our business may be more adversely affected than our competitors would be if we lose well-performing employees and are unable to attract new ones.

Our company has a limited history of operations and remains in the development stage; there is a risk that the demand for new environmentally friendly technology does not develop at a fast enough speed for the company to exit the development stage.

The company and industry are at an early stage and there is currently a crossroads of technological insight and innovation versus environmental issues. With the current global economy on a slow growth from the 2008/9 market collapse, investment in green technologies as the Vendum IP and productsmay be limited and we not secure the required investment to commercialise oue business. This coupled with a limited operational and financial history make for a potential fragile footing in this new era of green technologies where Vendum hopes to excel.

We run the risk that our competitors will beat us to capitalizing on the market share and that we will not be able to compete with them in a commercial environment.

Like all businesses the market is dominated by approximately 4 major companies, with their financial strength and reach to the end customers, it could be hard for the company to successfully launch the products without coming up against some stiff competition on price and ability to deliver mass volume, this is mainly driven again by the fact that CNTs are both expensive at this time and also there are few whom could manufacture the volumes required for mass market products.

Because we intend to acquire businesses and such activity involves a number of risks, our core business may suffer.

We may consider acquisitions of assets or other business. Any acquisition involves a number of risks that could fail to meet our expectations and adversely affect our profitability. For example:
 
§  
The acquired assets or business may not achieve expected results;
 
§  
We may incur substantial, unanticipated costs, delays or other operational or financial problems when integrating the acquired assets;
 
§  
We may not be able to retain key personnel of an acquired business;
 
§  
Our management’s attention may be diverted; or
 
§  
Our management may not be able to manage the acquired assets or combined entity effectively or to make acquisitions and grow our business internally at the same time.

If these problems arise we may not realize the expected benefits of an acquisition.
 
 
17

 

The market for our product may not accept our approach to CNT batteries.

The wider market may not be ready to adapt green batteries, given the likelihood they will initially be more expensive than their current counterparts. There are also questions again as to whether many large companies who use current disposal batteries, care about the consequences of disposing the currently toxic batteries, there are some leading cases such as Scandinavia, Japan and South Korea, but more widely, battery disposal is still very much a part of recycling that has gone unnoticed.

Our Intellectual Property may not receive the international protection we would require to secure our business success and unique selling factors.

Whilst Vendum has a patent pending battery, there is nothing to say that the patent will be granted and thus the company would have protection against duplication of similar technologies and no material advantage over the competition. Vendum is therefore spreading the bet across several other licensed products and look at a aggressive license and acquisition strategy.

The complexity of our products could result in unforeseen delays or expenses and in undetected defects, or bugs, which could damage our reputation with current or prospective customers, result in significant costs and claims, and adversely affect the market acceptance of products.

Highly complex products such as the products that we offer frequently contain defects or bugs when they are first introduced or as new versions are released. Our products and may in the future experience, these defects and bugs. If any of our products contains defects or bugs, or has reliability, quality or compatibility problems, our reputation may be damaged and customers may be reluctant to buy our products, which could materially and adversely affect our ability to retain existing customers and attract new customers. In addition, these defects or bugs could interrupt or delay sales or shipment of our products to customers. To alleviate these problems, we may have to invest significant capital and other resources.

If any of these problems are not found until after we have commenced commercial production of a new product, we may be required to incur additional development costs and product recall, repair or field replacement costs. These problems may divert our technical and other resources from other development efforts and could result in claims against us by our customers or others, including possible claims for consequential damages and/or lost profits. Moreover, we may lose, or experience a delay in, market acceptance of the affected product or products, and we could lose credibility with our current and prospective customers.

Because we do not expect to pay dividends on the common stock for the foreseeable future, investo seeking cash dividends should not purchase our common stock.

We do not currently intend to pay cash dividends on our common stock and do not anticipate paying any dividends at any time in the foreseeable future. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends on the common stock in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize gains on their investment. Investors seeking cash dividends should not purchase the common stock.
 
 
18

 

If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC Bulletin Board, such as us, must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board.  More specifically, the Financial Industry Regulatory Authority (“FINRA”) has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission.  Pursuant to Rule 6530(e), if we file our reports late with the Commission three times our securities will be removed from the OTC Bulletin Board for failure to timely file.  As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Because our common stock could be deemed a low-priced “Penny” stock, it would be cumbersome for brokers and dealers to trade in our common stock, making the market for our common stock less liquid and negatively affect the price of our stock.

We may be subject to certain provisions of the Securities Exchange act of 1934, commonly referred to as the “penny stock” as defined in Rule 3a51-1.  A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  If our stock is deemed to be a penny stock, trading will be subject to additional sales practice requirements of broker-dealers.  These require a broker-dealer to:
 
§  
Deliver to the customer, and obtain a written receipt for, a disclosure document;
 
§  
Disclose certain price information about the 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 purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, penny stock rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market in our common stock.  Also, prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.
 
 
19

 

FINRA sales practice requirements may also limit a stockholder'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, the 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.
 
Di r ectors and Executive Officers

The following table sets forth information regarding the members of our board of directors and our executive officers and other significant employees. All of our officers and directors were appointed on the effective date of the Acquisition. All of our directors hold office until the next annual meeting of stockholders and their successors are duly elected and qualify. Executive officers serve at the request of the board of directors.

Name
Age
Office(s) Held
Fraser Cottington
 
President, Chief Executive Officer and Director

Set forth below is a brief description of the background and business experience of our current executive officers and directors.

Fraser Cottington

For the last 2 years Fraser has been involved in directing the business development of a start up information management solution, liasing across England with the Healthcare industry, assisting NHS bodies in meeting compliance criteria across complex information management policies.

From 2005 to 2008 Mr Cottington managed sales, marketing and product development for a Siemens company specialising in information risk management and business continuity, where he developed business with central Government departments, NATO, MOD, Healthcare and corporate clients in the banking and oil & gas sectors.
 
 
20

 
 
Directors

We currently have one director.  Concurrently to the effective time of the Acquisition, Barbara Lamb resigned as our sole officer and director. Pursuant to the terms of the Share Exchange, Fraser Cottington, who prior to the Acquisition was the director of VDL, was appointed as our director.

All directors hold office for one-year terms until the election and qualification of their successors. Officers are elected by the board of directors and serve at the discretion of the board.

There are no family relationships among our directors and executive officers.

Meetings of Our Board of Directors

Our board of directors did not hold any meetings during the most recently completed fiscal year end. Various matters were approved by consent resolution, which in each case was signed by each of the members of the Board then serving.

Committees of the Board

We do not currently have a compensation committee, executive committee, or stock plan committee.

Audit Committee

We do not have a separately-designated standing audit committee. The entire Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee. The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.
 
 
21

 

Nomination Committee

Our Board of Directors does not maintain a nominating committee. As a result, no written charter governs the director nomination process. Our size and the size of our Board, at this time, do not require a separate nominating committee.

When evaluating director nominees, our directors consider the following factors:

·  
The appropriate size of our Board of Directors;
·  
Our needs with respect to the particular talents and experience of our directors;
·  
The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;
·  
Experience in political affairs;
·  
Experience with accounting rules and practices; and
·  
The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.

Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.
 
 
22

 

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended December 31, 2009 and 2008.

Name and Principal Position
Year
Ended December 31,
Salary
Stock Awards   (1)
All Other Compensation
Total
Fraser Cottington
         
Chief Executive Officer, President, Principal Accounting Officer
2008
2009
0
0
0
0
0
0
0
0
           
Barbara Lamb
         
Former Chief Executive Officer, President, Principal Accounting Officer
2008
2009
$1,668
$1,668
$-0-
$-0-
$6,554 (2)
$6,554 (2)
$8,222
$8,222
 
(1)  
The amounts shown in this column reflect the expense recognized for financial statement reporting purposes for the fiscal year ended December 31, 2009 and 2008, in accordance with FAS 123(R).
(2)  
Other compensation was made up of rent and utilities provided by Ms. Lamb to the company at a cost of $575 per month for a total of $6,554 for the years ended December 31, 2008 and 2009.

Consulting Agreement

On November 5, 2009, a company owned by Fraser Cottington, FE Business Consultants Ltd., entered into a Consultancy Agreement with Vendum Batteries.  The term of the agreement is for two years.  In consideration for IT, communications, information security, data protection compliance and information risk management services, Vendum Batteries agreed to compensate FE Business Consultants Ltd. as follows:

§  
Vendum Batteries shall pay fees to the Consultant at an hourly rate agreed to by and between the parties and based on a periodic budget that will be established by Vendum Batteries from time-to-time, payable no later than 7 days after the date of invoice received from the Consultant.

§  
Vendum Batteries shall grant stock options equivalent to 1.5% of the issued and outstanding shares 30 days after the company has successfully completed its listing and commences trading of its shares of common stock with a designated trading symbol. The stock options shall expire ten (10) years from the effective date and shall vest in incremental periods as reflected below (each, hereinafter the "Vesting Date"). The exercise price at each Vesting Date shall be the thirty-day weighted average price of the Company's shares of common stock prior to each of the respective Vesting Date. The Vesting Date of the Stock Options is as follows: (i) 0.5% Stock Options shall vest on the 30 days after the Trading Date; (ii) 0.5% Stock Options shall vest 180 days from the Trading Date; (Hi) 0.5% Stock Options shall vest at the one year anniversary date of the Trading Date.

 
23

 
 
Stock Option Grants

We have not granted any stock options to the executive officers or directors since our inception.

Director Compensation and Other Arrangements

Name and Principal Position
Fees Earned or Paid in Cash
Stock Awards (1)
All Other Compensation
Total
Fraser Cottington, Sole Director
$-0-
$-0-
$-0-
$-0-
Barbara Lamb
$-0-
$-0-
$-0-
$-0-
 
Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock following the events described in Item 1.01 of this Current Report by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 35,740,733 Shares of Common Stock issued and outstanding as of the effective date of the Acquisition.

Title of class
Name and address of beneficial owner (1)
Amount of beneficial ownership
Percent of class (2)
Current Executive Officers & Directors:
Common
Fraser Cottington
400 Thames Valley Park Drive
Reading,
607,594 Shares
1.7%
Total of All Current Directors and Officers:
607,594 Shares
1.7%
More than 5% Beneficial Owners
Common
Murrayfield Limited
2,412,500
6.75%
 
Cornerstone Holdings, Ltd.
16,637,309
46.55%
Total of All 5% Beneficial Owners:
19,049,809
55%

(1)
Includes shares held directly with sole voting and investment power, unless otherwise indicated.
(2)
Includes shares subject to stock options and warrants that are held by the individual and exercisable within 60 days.
 
 
24

 
 
Certain Relationships and Related Transactions

With the exception of the Acquisition and the agreements discussed herein, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.

Item 3.02.     Unregistered Sales of Equity Securities

In connection with the Acquisition, the previous shareholder of VDL received 607,594 shares of our common stock and the debt holders received 19,049,809 shares of our common stock. All of the shares of our common stock which were issued to the former shareholder and debt holders of VDL on as of the effective date of the Acquisition were done so in reliance on the exemption from registration afforded by Regulation S of the Securities Act.

Description of Securities

We have 100,000,000 common shares with a par value of $0.001 per share of common stock authorized, of which 35,740,733   shares were outstanding after the events description in Item 1.01 above.
 
Common Stock
 
Holders of common stock have the right to cast one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including the election of directors.  There is no right to cumulative voting in the election of directors.  Except where a greater requirement is provided by statute or by the Articles of Incorporation, or by the Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of a majority of the outstanding shares of the our common voting stock shall constitute a quorum for the transaction of business. The vote by the holders of a majority of such outstanding shares is also required to effect certain fundamental corporate changes such as liquidation, merger or amendment of the Company's Articles of Incorporation.
 
Dividends
 
There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.
 
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
 
 
25

 
 
Pre-emptive Rights
 
Holders of common stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of common stock are, and the shares of common stock offered hereby will be when issued, fully paid and non-assessable.
 
Share Purchase Warrants
 
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
 
Options
 
We have not issued and do not have outstanding any options to purchase shares of our common stock.
 
Convertible Securities
 
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
 
Preferred Stock
 
We do not have preferred stock authorized.
 
Market for Our Stock

Our common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current "bids" and "asks", as well as volume information. As of the date of the Acquisition, our shares were quoted on the OTCBB under the symbol “WSHA.OB.”

The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Fiscal Year Ending November 30, 2009
Quarter Ended
 
High $
 
Low $
November 30, 2009
 
0.10
 
0.10
August 31, 2009
 
N/A
 
N/A
May 31, 2009
 
N/A
 
N/A
February 29, 2009
 
N/A
 
N/A
 
Fiscal Year Ending November 30, 2008
Quarter Ended
 
High $
 
Low $
November 30, 2008
 
N/A
 
N/A
August 31, 2008
 
N/A
 
N/A
May 31, 2008
 
N/A
 
N/A
February 29, 2008
 
N/A
 
N/A

 
26

 

Transfer Agent
 
Our transfer agent is Empire Stock Transfer, located at 2470 St. Rose Pkwy, Suite 304 Henderson, NV 89074.  Phone: (702) 818-5898.
 
Item 5.01.     Changes in Control of Registrant

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 5.02.     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

At the effective time of the Acquisition, Barbara Lamb resigned as our sole director and officer. There was no known disagreement with Ms. Lamb on any matter relating to our operations, policies, or practices. Pursuant to the terms of the Share Exchange, our new director and officer is as set forth herein. Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference. Pursuant to the terms of the Share Exchange, Fraser Cottington, who prior to the Acquisition was the director of VDL, was appointed as our sole officer and director.

Item
5.03.     Amendments to Articles of Incorporation.

Prior to the Share Exchange, the Company’s fiscal year end was November 30, and the fiscal year end of VDL Nevada was December 31.

Accordingly, and following the interpretive guidelines of the Commission, the Company has elected to formally change its fiscal year end to match its accounting predecessor’s fiscal year end. On May 3, 2010, the Board of Directors of the Company acted by unanimous written consent to change the Company’s fiscal year end from November 30 to December 31. As a result of the interpretive guidelines of the Commission mentioned above, no transition report is required in connection with such change in fiscal year end. Accordingly, the Company intends to file a quarterly report on Form 10-Q for the period ended March 31, 2010.
 
 
27

 

Item 9.01.     Financial Statements and Exhibits

Financial Statements of Businesses Acquired .   In accordance with Item 9.01(a), the audited financial statements of our predecessor VDL, Inc., a company organized under the laws of the United Kingdom, for the period from November 16, 2009 (Date of Inception) until December 31, 2009 and the period from November 16, 2009 (Date of Inception) until March 31, 2010 are filed in this Current Report on Form 8-K as Exhibits 99.1 and 99.2, respectively.

Pro Forma Financial Information . In accordance with Item 9.01(b), our pro forma financial statements are filed in this Current Report on Form 8-K as Exhibit 99.3.

(c)                       Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No .
Description
 
 
28

 
 
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.
 
Date:  May 3, 2010
Wishart Enterprises Limited
   
 
By:   /s/ Fraser Cottington
 
Fraser Cottington
 
Chief Executive Officer
 
 
29

 
SHARE EXCHANGE AGREEMENT

 
BY AND AMONG

 
VENDUM BATTERIES LIMITED.
 
and
 
WISHART ENTERPRISES LIMITED.
 
and
 
THE SHAREHOLDERS OF
 
VENDUM BATTERIES LIMITED.
 

 
Dated as of May 3, 2010
 
 
 

 
 
SHARE EXCHANGE AGREEMENT
 
This SHARE EXCHANGE AGREEMENT (this “ Agreement ”) is entered into as of May 3, 2010, by and among VENDUM BATTERIES LIMITED , a company organized under the laws of the United Kingdom (“ Vendum ”) and WISHART ENTERPRISES LIMITED , a Nevada corporation (“ Purchaser ”) and each of the shareholders of Vendum listed on Schedule 2.1 hereto (the “ Vendum Shareholders ”).
 
RECITALS
 
WHEREAS, Vendum is a company organized under the laws of the United Kingdom that is engaged in the business of developing an innovative new cellulose-based power source battery;
 
WHEREAS, Purchaser and Vendum have agreed to the acquisition by Purchaser of all of equitable and other legal rights, title and interests in and to the share capital of Vendum pursuant to a voluntary share exchange transaction (the “ Share Exchange ”) between Purchaser and Vendum upon the terms and subject to the conditions set forth herein;
 
WHEREAS, in furtherance thereof, the Board of Directors of Purchaser has approved the Share Exchange in accordance with the applicable provisions of the NRS and   upon the terms and subject to the conditions set forth herein;
 
WHEREAS, in furtherance thereof, the Board of Directors and shareholders of Vendum have each approved the Share Exchange in accordance with the applicable provisions of the laws of the United Kingdom and   upon the terms and subject to the conditions set forth herein; and
 
WHEREAS, for United States federal income tax purposes, the parties intend that the Share Exchange shall constitute a tax-free reorganization within the meaning of Sections 368 and 1032 of the Code.
 
NOW, THEREFORE, in consideration of the premises, and the mutual covenants and agreements contained herein, the parties do hereby agree as follows:
 
ARTICLE I.   DEFINITIONS
 
(a)   " Affiliate " shall mean, as to any Person, any other Person controlled by, under the control of, or under common control with, such Person.  As used in this definition, "control" shall mean possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise), provided that, in any event, any Person which owns or holds directly or indirectly five per cent (5%) or more of the voting securities or five per cent (5%) or more of the partnership or other equity interests of any other Person (other than as a limited partner of such other Person) will be deemed to control such other Person.;
 
(b)   " Agreement " means this Share Exchange Agreement and Plan of Reorganization.
 
 
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(c)   " Applicable Law " or " Applicable Laws " means any and all laws, ordinances, constitutions, regulations, statutes, treaties, rules, codes, licenses, certificates, franchises, permits, principles of common law, requirements and Orders adopted, enacted, implemented, promulgated, issued, entered or deemed applicable by or under the authority of any Governmental Body having jurisdiction over a specified Person or any of such Person's properties or assets.
 
(d)   " Best Efforts " means the efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve that result as expeditiously as possible, provided, however, that a Person required to use Best Efforts under this Agreement will not be thereby required to take actions that would result in a Material Adverse Effect in the benefits to such Person of this Agreement and the Share Exchange.
 
(e)   " Breach" means any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement or any other Contract.
 
(f)   " Business " means developing an innovative new cellulose-based power source battery presently conducted by Vendum.
 
(g)   " Business Day " means any day other than (a) Saturday or Sunday or (b) any other day on which banks in Philadelphia, Pennsylvania   are permitted or required to be closed.
 
(h)   " Closing " shall mean the completion of the Share Exchange and the consummation of the transactions set forth herein.
 
(i)   " Closing Date " shall mean the date on which the Closing is completed.
 
(j)   " Code " shall mean the Internal Revenue Code of 1986, as amended.
 
(k)   " Confidential Information " means any information pertaining to the business, operations, marketing, customers, financing, forecasts and plans of any Party provided to or learned by any other Party during the course of negotiation of the Share Exchange.  Information shall be treated as Confidential Information whether such information has been marked "confidential" or in a similar manner.
 
(l)   " Consent " means any approval, consent, license, permits, ratification, waiver or other authorization.
 
(m)   " Contract " means any agreement, contract, lease, license, consensual obligation, promise, undertaking, understanding, commitment, arrangement, instrument or document (whether written or oral and whether express or implied), whether or not legally binding.
 
(n)   " Distribution Compliance Period " shall have the meaning set forth in Section 3.4(e).
 
 
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(o)   " Employee Benefit Plan " has the meaning set forth in Section 4.16
 
(p)   " Encumbrance " means and includes:
 
(i)   with respect to any personal property, any security or other property interest or right, claim, lien, pledge, option, charge, security interest, contingent or conditional sale, or other title claim or retention agreement or lease or use agreement in the nature thereof, interest or other right or claim of third parties, whether voluntarily incurred or arising by operation of law, and including any agreement to grant or submit to any of the foregoing in the future; and
 
(ii)   with respect to any Real Property (whether and including owned real estate or Real Estate subject to a Real Property Lease), any mortgage, lien, easement, interest, right-of-way, condemnation or eminent domain proceeding, encroachment, any building, use or other form of restriction, encumbrance or other claim (including adverse or prescriptive) or right of Third Parties (including Governmental Bodies), any lease or sublease, boundary dispute, and agreements with respect to any real property including: purchase, sale, right of first refusal, option, construction, building or property service, maintenance, property management, conditional or contingent sale, use or occupancy, franchise or concession, whether voluntarily incurred or arising by operation of law, and including any agreement to grant or submit to any of the foregoing in the future.
 
(q)   " ERISA " means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations issued by the Department of Labor pursuant to ERISA or any successor law.
 
(r)   " Exchange Act " means the Securities Exchange Act of 1934, as amended.
 
(s)   " GAAP " means at any particular time generally accepted accounting principles in the United States, consistently applied on a going concern basis, using consistent audit scope and materiality standards.
 
(t)   " Governing Documents " means with respect to any particular entity, the articles or certificate of incorporation and the bylaws (or equivalent documents for entities of foreign jurisdictions); all equity holders' agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements or other agreements or documents relating to the organization, management or operation of any Person or relating to the rights, duties and obligations of the equity holders of any Person; and any amendment or supplement to any of the foregoing.
 
(u)   " Governmental Authorization " means any Consent, license, registration or permit issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Applicable Law.
 
(v)   " Governmental Body " means: (i) nation, state, county, city, town, borough, village, district, tribe or other jurisdiction; (ii) federal, state, local, municipal, foreign, tribal or other government; (iii) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers); (iv) multinational organization or body; (v) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or (vi) official of any of the foregoing.
 
 
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(w)   " Improvements " means all buildings, structures, fixtures and improvements located on Land, including those under construction.
 
(x)   " IRS " means the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.
 
(y)   " Knowledge " means actual knowledge without independent investigation.
 
(z)   " Land " means all parcels and tracts of land in which any Person has an ownership or leasehold interest.
 
(aa)   " Material Adverse Effect " or " Material Adverse Change " means, in connection with any Person, any event, change or effect that is materially adverse, individually or in the aggregate, to the condition (financial or otherwise), properties, assets, liabilities, revenues, income, business, operations, results of operations or prospects of such Person, taken as a whole.
 
(bb)   " NRS " shall mean the Nevada Revised Statute, as amended.
 
(cc)   " Order " means any writ, directive, order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.
 
(dd)   " Ordinary Course of Business " means an action taken by a Person will be deemed to have been taken in the Ordinary Course of Business only if that action: (i) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person; (ii) does not require authorization by the board of directors or shareholders of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature; and (iii) is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person.
 
(ee)   " Party " or " Parties " means Vendum, the Purchaser and/or the Vendum Shareholders.
 
(ff)   " Person " shall mean an individual, company, partnership, limited liability company, limited liability partnership, joint venture, trust or unincorporated organization, joint stock corporation or other similar organization, government or any political subdivision thereof, or any other legal entity.
 
(gg)   " Proceeding " means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body or arbitrator.
 
(hh)   " Purchaser " has the meaning set forth in the preamble.
 
 
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(ii)   " Purchaser Balance Sheet " has the meaning set forth in Section 5.2(b)(ii)
 
(jj)   " Purchaser Balance Sheet Date " has the meaning set forth in Section 5.2(b(ii).
 
(kk)   " Purchaser Business " means Purchaser's business of developing health-related websites.
 
(ll)   " Purchaser Common Stock " means the common stock, par value $.001 per share, of Purchaser.
 
(mm)   " Purchaser Contracts " has the meaning set forth in Section 5.2(l).
 
(nn)   " Purchaser's Counsel " means Cane Clark, LLP.
 
(oo)   " Purchaser Employee Plans " has the meaning set forth in Section 5.2(o).
 
(pp)   " Purchaser Financial Information " has the meaning set forth in Section 5.1(b).
 
(qq)   " Purchaser Intellectual Property " has the meaning set forth in Section 5.2(j).
 
(rr)   " Purchaser SEC Reports " has the meaning set forth in Section 5.2(k)).
 
(ss)   " Real Property " means any Land and Improvements and all privileges, rights, easements, hereditaments and appurtenances belonging to or for the benefit of any Land, including all easements appurtenant to and for the benefit of any Land (a " Dominant Parcel ") for, and as the primary means of access between, the Dominant Parcel and a public way, or for any other use upon which lawful use of the Dominant Parcel for the purposes for which it is presently being used is dependent, and all rights existing in and to any streets, alleys, passages and other rights-of-way included thereon or adjacent thereto (before or after vacation thereof) and vaults beneath any such streets.
 
(tt)   " Real Property Lease " means any lease, rental agreement or rights to use land pertaining to the occupancy of any improved space on any Land.
 
(uu)   " Representative " means with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other Representative of that Person.
 
(vv)   " SEC " means the United States Securities and Exchange Commission.
 
(ww)   " Securities Act " means the Securities Act of 1933, as amended.
 
(xx)   " Security Interest " means any mortgage, pledge, security interest, Encumbrance, charge, claim, or other lien, other than:  (a) mechanic's, materialmen's and similar liens; (b) liens for Taxes not yet due and payable or for Taxes that the taxpayer is contesting in good faith through appropriate Proceedings; (c) liens arising under worker's compensation, unemployment insurance, social security, retirement and similar legislation; (d) liens arising in connection with sales of foreign receivables; (e) liens on goods in transit incurred pursuant to documentary letters of credit; (f) purchase money liens and liens securing rental payments under capital lease arrangements; and (g) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.
 
 
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(yy)   " Share Exchange " has the meaning set forth in the preamble.
 
(zz)   " Shares " has the meaning set forth in Section 2.1
 
(aaa)   "Split-Off Agreement" has the meaning set forth in Section 2.5.
 
(bbb)   " Subsidiary " means with respect to any Person (the " Owner "), any corporation or other Person of which securities or other interests having the power to elect a majority of that corporation's or other Person's board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person (other than securities or other interests having such power only upon the happening of a contingency that has not occurred), are held by the Owner or one or more of its Subsidiaries.
 
(ccc)   " Tangible Personal Property " means all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind owned or leased by a Party (wherever located and whether or not carried on a Party's books), together with any express or implied warranty by the manufacturers or sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.
 
(ddd)   " Tax " or " Taxes " means, with respect to any Person, (i) all income taxes (including any tax on or based upon net income, gross income, gross receipts, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, commercial rent, premium, property or windfall profit taxes, alternative or add-on minimum taxes, customs duties and other taxes, fees, assessments or charges of any kind whatsoever, together with all interest and penalties, additions to tax and other additional amounts imposed by any taxing authority (domestic or foreign) on such person (if any), (ii) all value added taxes and (iii) any liability for the payment of any amount of the type described in clauses (i) or (ii) above as a result of (A) being a "transferee" (within the meaning of Section 6901 of the Code or any Applicable Law) of another person, (B) being a member of an affiliated, combined or consolidated group or (C) a contractual arrangement or otherwise.
 
(eee)   " Tax Return " means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
 
(fff)   " Third Party " means a Person that is not a Party to this Agreement.
 
(ggg)   " Vendum" has the meaning set forth in the preamble.
 
(hhh)   " Vendum Balance Sheet " has the meaning set forth in Section 4.6.
 
(iii)   " Vendum Balance Sheet Date " has the meaning set forth in Section 4.6.
 
(jjj)   " Vendum Board " has the meaning set forth in Section 4.4.
 
(kkk)   " Vendum Employee Plans " has the meaning set forth in Section 4.16.
 
(lll)   " Vendum Financial Information " has the meaning set forth in Section 4.6.
 
(mmm)   " Vendum Intellectual Property " has the meaning set forth in Section 4.12(a).
 
(nnn)   " Vendum Shareholders " has the meaning set forth in Section 2.1.
 
 
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ARTICLE II. THE SHARE EXCHANGE
 
2.1   The Share Exchange .
 
Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the NRS, at the Closing, the parties shall cause the Share Exchange to be consummated by taking all appropriate actions to ensure that all equitable and legal rights, title and interests in and to the share capital of Vendum is assigned, delivered and transferred to the Purchaser , in exchange for the issuance of an aggregate of 607,594 shares of Purchaser Common Stock (the "Shares" ) to the shareholders of Vendum listed on Schedule 2.1 .
 
2.2   Tax Free Reorganization .
 
The Parties each hereby agree to use their Best Efforts and to cooperate with each other to cause the Share Exchange to be a tax-free reorganization within the meaning of Sections 368 and 1032 of the Code.
 
2.3   Closing .
 
The Closing will occur via e-mail and facsimile on May 3, 2010 at 10:00 a.m. EST or such later date and time to be agreed upon by the parties (the " Closing Date "), following satisfaction or waiver of the conditions set forth in Article VIII.
 
2.4   Reorganization of the Board of Directors and Management .
 
(a)   Purchaser shall take such action as may be necessary to (i) appoint the individuals set forth on Schedule 2.4(a) as directors of the Purchaser, effective as of the Closing and until his respective successor has been duly elected or appointed and qualified or until his earlier death, resignation or removal in accordance with Purchaser’s Articles of Incorporation and By-laws and (ii) have Barbara Lamb resign as a director, effective as of the end of the day on the Closing Date and concurrently with the appointment of such new directors.
 
 
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(b)   Those individuals set forth on Schedule 2.4(b) shall, as of the Closing, be appointed as the officers of the Purchaser until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Purchaser's Certificate of Incorporation and By-laws.  As of the Closing, Barbara Lamb and Yvonne Price shall resign from all positions as officers of Purchaser.
 
(c)   If at any time after the Closing, any party shall consider that any further deeds, assignments, conveyances, agreements, documents, instruments or assurances in law or any other things are necessary or desirable to vest, perfect, confirm or record in the Purchaser the title to any property, rights, privileges, powers and franchises of, and equity in, Vendum by reason of, or as a result of, the Share Exchange, or otherwise to carry out the provisions of this Agreement, the remaining parties, as applicable, shall execute and deliver, upon request, any instruments or assurances, and do all other things necessary or proper to vest, perfect, confirm or record title to such property, rights, privileges, powers, franchises, and equity in the Purchaser, and otherwise to give effect to the provisions of this Agreement and the Share Exchange.
 
2.5   Cancellation of Purchaser Common Stock .
 
At the Closing, contemporaneously with the consummation of the Share Exchange, Purchaser shall, pursuant to the terms and conditions of that certain Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations dated of even date herewith entered into by and between Barbara Lamb and the Purchaser (the " Split-Off Agreement ") which shall be substantially in the form attached hereto as Attachment 2.5 , cause 62,459,540 shares of the Purchaser's Common Stock held by Ms. Lamb to be transferred back to the Purchaser and cancel and extinguish such shares.
 
2.6   Conversion of Debt into Purchaser Common Stock .
 
At the Closing, contemporaneously with the consummation of the Share Exchange, Purchaser shall issue: (a) 2,412,500 shares of Purchaser Common Stock to Murrayfield Limited in full and final settlement of the whole of the debt owed by Vendum to Murrayfield Limited; and (b) 16,637,309 shares of Purchaser Common Stock to Cornerstone Holdings, Inc. in full and final settlement of the whole of the debt owed by Vendum to Cornerstone Holdings, Inc., as provided on Schedule 2.6.
 
ARTICLE III. COVENANTS, REPRESENTATIONS AND
WARRANTIES OF VENDUM SHAREHOLDERS
 
3.1   Investment Purpose.
 
The Vendum Shareholders acknowledge and agree that they are acquiring the Shares for investment purposes and will not offer, sell or otherwise transfer, pledge or hypothecate any of the Shares issued to them (other than pursuant to an effective Registration Statement under the Securities Act) directly or indirectly unless:
 
(a)   The sale is to Purchaser;
 
 
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(b)   the sale is made pursuant to the exemption from registration under the Securities Act, provided by Rule 144 thereunder; or
 
(c)   the Shares are sold in a transaction that does not require registration under the Securities Act, or any applicable United States state laws and regulations governing the offer and sale of securities, and the vendor has furnished to Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by Purchaser.
 
3.2   Share Legend .
 
The Vendum Shareholders acknowledge and agree that the certificates representing the Shares shall bear the following legend:
 
"THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATIONS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").  ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AN IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.  IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT."
 
3.3   Representations and Warranties .
 
The Vendum Shareholders represent and warrant that:
 
(a)   the Vendum Shareholders are located outside the United States;
 
(b)   the Vendum Shareholders are not aware of any advertisement of any of the shares being issued hereunder;
 
(c)   the Vendum Shareholders will not acquire the shares as a result of, and will not itself engage in, any "directed selling efforts”: (as defined in Regulation S under the Securities Act) in the United States in respect of the shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of the shares; provided, however, that the Vendum Shareholders may sell or otherwise dispose of the shares pursuant to registration of the shares pursuant to the Securities Act and any applicable state and provincial securities laws or under an exemption from such registration requirements and as otherwise provided herein.
 
 
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3.4   Acknowledgements.
 
(a)   The Vendum Shareholders acknowledge and agree that Purchaser will refuse to register any transfer of the shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act and in accordance with applicable state and provincial securities laws;
 
(b)   The Vendum Shareholders acknowledge and agree that offers and sales of any of the Shares, prior to the expiration of a period of one year after the date of transfer of the shares (the " Distribution Compliance Period "), shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the Securities Act or an exemption therefrom, and that all offers and sales after the Distribution Compliance Period shall be made only in compliance with the registration provisions of the Securities Act or an exemption therefrom and in each case only in accordance with all applicable securities laws;
 
(c)   The Vendum Shareholders acknowledge and agree not to engage in any hedging transactions involving the Shares prior to the end of the Distribution Compliance Period unless such transactions are in compliance with the provisions of the Securities Act; and
 
(d)   The Vendum Shareholders hereby acknowledge and agree to Purchaser making a notation on its records or giving instructions to the registrar and transfer agent of Purchaser in order to implement the restrictions on transfer set forth and described herein.
 
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF VENDUM
 
As a material inducement for Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby, Vendum makes the following representations and warranties as of the date hereof and as of the Closing Date, each of which is relied upon by Purchaser regardless of any investigation made or information obtained by Purchaser (unless and to the extent specifically and expressly waived in writing by Purchaser on or before the Closing Date):
 
4.1   Organization and Good Standing .
 
(a)   Vendum is a corporation duly organized, validly existing and in good standing under the laws of the United Kingdom.  Vendum is duly qualified to do business in the United Kingdom and is in good standing under the laws of each jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification and the failure to be so qualified would have a Material Adverse Effect on Vendum.
 
(b)   Vendum does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, association, or other entity.
 
4.2   Capitalization of Vendum .
 
The entire authorized capital of Vendum consists of one ordinary share, which has been duly authorized, fully paid in and is nonassessable. All of the authorized capital is held of record by the stockholders listed on the shareholder list attached as Schedule 4. 2 .
 
 
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4.3   Authorization of Transaction .
 
Vendum has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. On the Closing Date, this Agreement shall be duly and validly authorized by all necessary action on the part of Vendum in accordance with Applicable Laws and Vendum's Governing Documents.  This Agreement constitutes the valid and legally binding obligation of Vendum, enforceable in accordance with its terms and conditions.  The Board of Directors of Vendum (the "Vendum Board") has duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the transactions contemplated hereby, and has taken all corporate actions required to be taken by the Vendum Board for the consummation of the Share Exchange.
 
4.4   Noncontravention .
 
 Neither the execution and delivery of this Agreement nor consummation of the Share Exchange, by Vendum will:
 
(a)   violate any Applicable Law, Order, stipulation, charge or other restriction of any Governmental Body to which Vendum is subject or any provision of its Governing Documents; or
 
(b)   conflict with, result in a Breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest or other arrangement to which Vendum is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, Breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a Material Adverse Effect on the financial condition of Vendum or on the ability of the Parfties to consummate the Share Exchange.
 
4.5   Vendum Financial Information .
 
Schedule 4.6 contains the audited combined balance sheets and statements of income, stockholders’ equity and cash flow as of and for the period from inception (November 16, 2009) to December 31, 2009 for Vendum (collectively, the “ Vendum Financial Information ”). The balance sheet dated as of December 31, 2009 of Vendum shall be referred to herein as the " Vendum Balance Sheet " and December 31, 2009 shall be sometimes referred to herein as the " Vendum Balance Sheet Date. "
 
4.6   Events Subsequent to Vendum Balance Sheet .
 
 Since the Vendum Balance Sheet Date, and except as disclosed on Schedule 4.7 , there has not been, occurred or arisen, with respect to any member of the Vendum:
 
(a)   any change or amendment in its Governing Documents;
 
 
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(b)   any reclassification, split up or other change in, or amendment of or modification to, the rights of the holders of any of its capital stock;
 
(c)   any direct or indirect redemption, purchase or acquisition by any Person of any of its capital stock or of any interest in or right to acquire any such stock;
 
(d)   any issuance, sale, or other disposition of any capital stock, or any grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any capital stock;
 
(e)   any declaration, set aside, or payment of any dividend or any distribution with respect to its capital stock (whether in cash or in kind) or any redemption, purchase, or other acquisition of any of its capital stock;
 
(f)   the organization of any Subsidiary or the acquisition of any shares of capital stock by any Person or any equity or ownership interest in any business;
 
(g)   any damage, destruction or loss of any of the its properties or assets whether or not covered by insurance;
 
(h)   any material sale, lease, transfer, or assignment of any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
 
(i)   the execution of, or any other commitment to any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business;
 
(j)   any acceleration, termination, modification, or cancellation of any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000 to which it is a party or by which it is bound;
 
(k)   any Security Interest or Encumbrance imposed upon any of its assets, tangible or intangible;
 
(l)   any grant of any license or sublicense of any rights under or with respect to any material Vendum Intellectual Property;
 
(m)   any sale, assignment or transfer (including transfers to any employees, Affiliates or shareholders) of any material Vendum Intellectual Property;
 
(n)   any capital expenditure (or series of related capital expenditures) involving more than $25,000 and outside the Ordinary Course of Business;
 
(o)   any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) involving more than $25,000 and outside the Ordinary Course of Business;
 
 
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(p)   any issuance of any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $25,000;
 
(q)   any delay or postponement of the payment of accounts payable or other liabilities, other than those being contested in good faith;
 
(r)   any cancellation, compromise, waiver, or release of any right or claim (or series of related rights and claims) involving more than $25,000 and outside the Ordinary Course of Business;
 
(s)   any loan to, or any entrance into any other transaction with, any of its directors, officers, and employees either involving more than $1,000 individually or $5,000 in the aggregate;
 
(t)   the adoption, amendment, modification, or termination of any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken away any such action with respect to any other Employee Benefit Plan);
 
(u)   any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
 
(v)   any increase in the base compensation of any of its directors, officers, and employees that is greater than Twenty Five Thousand Dollars ($25,000) per annum;
 
(w)   any charitable or other capital contribution in excess of $2,500;
 
(x)   any taking of other action or entrance into any other transaction other than in the Ordinary Course of Business, or entrance into any transaction with any insider of Vendum, except as disclosed in this Agreement and the Disclosure Schedules;
 
(y)   any other event or occurrence that may have or could reasonably be expected to have a Material Adverse Effect on Vendum (whether or not similar to any of the foregoing); or
 
(z)   any agreement or commitment, whether in writing or otherwise, to do any of the foregoing.
 
4.7   Tax Matters .
 
(a)   Except as set forth on Schedule 4.8 Vendum:
 
(i)   has timely paid or caused to be paid all material Taxes required to be paid by it though the date hereof and as of the Closing Date (including any Taxes shown due on any Tax Return);
 
 
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(ii)   has filed or caused to be filed in a timely and proper manner (within any applicable extension periods) all Tax Returns required to be filed by it with the appropriate Governmental Body in all jurisdictions in which such Tax Returns are required to be filed; and all tax returns filed on behalf of Vendum were complete and correct in all material respects; and
 
(iii)   has not requested or caused to be requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed.
 
(iv)   has not been notified since January 1, 2006 by any Governmental Body that any material issues have been raised (and no such issues are currently pending) by any Governmental Body in connection with any Tax Return filed by or on behalf of Vendum; there are no pending Tax audits and no waivers of statutes of limitations have been given or requested with respect to Vendum; no Tax liens have been filed against Vendum or unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed against Vendum;
 
(v)   has made full and adequate accrual (A) on the Vendum Balance Sheet, and the books and records of Vendum for all income taxes currently due and all accrued Taxes not yet due and payable by Vendum for all periods ending on or prior to the Vendum Balance Sheet Date, and (B) on the books and records of Vendum for all Taxes payable by Vendum for all periods beginning after the Vendum Balance Sheet Date;
 
(vi)   has not incurred any liability for Taxes from and after the Vendum Balance Sheet Date other than Taxes incurred in the Ordinary Course of Business and consistent with past practices;
 
(vii)   has complied in all material respects with all Applicable Laws relating to the collection or withholding of Taxes (such as Taxes or withholding of Taxes from the wages of employees); and
 
(viii)   does not have any liability in respect of any Tax sharing agreement with any Person;
 
(b)           No member of Vendum has incurred any liability to make any payments either alone or in conjunction with any other payments that would constitute a "parachute payment" within the meaning of Section 280G of the Code (or any corresponding provision of state local or foreign Applicable Law related to Taxes);
 
    (c)           No claim has been made within the last three years by any taxing authority in a jurisdiction in which Vendum does not file Tax Returns that Vendum is or may be subject to taxation by that jurisdiction;
 
    (d)           The consummation of the Share Exchange will not trigger the realization or recognition of intercompany gain or income to Vendum or any Affiliate of Vendum under the Federal consolidated return regulations with respect to Federal, state or local taxes; and
 
 
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(e)           Vendum is not currently, nor has it been at any time during the previous five years, a "U.S. real property holding corporation" and, therefore, the Shares are not "U.S. real property interests," as such terms are defined in Section 897 of the Code.
 
4.8   Title to Assets .
 
Vendum has good and marketable title to, or a valid leasehold interest in, the properties and assets owned or leased and used by it to operate the Business in the manner presently operated by it, as reflected in the Vendum Financial Information.
 
4.9   Leased Real Property .
 
Except as disclosed on Schedule 4.10 , Vendum does not own or holds any leasehold interest in or right to use any Real Property.
 
4.10   Condition of Facilities .
 
(a)   Use of the Real Property of Vendum for the various purposes for which it is presently being used is permitted as of right under all Applicable Laws related to zoning and is not subject to "permitted nonconforming" use or structure classifications.  All Improvements are in compliance with all Applicable Laws, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent defects.  No part of any Improvement encroaches on any real property not included in the Real Property of Vendum or the Vendum , and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land.
 
(b)   Each item of Tangible Personal Property is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business and is free from latent and patent defects.  No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business.  All Tangible Personal Property used in the Business is in the possession of Vendum.
 
4.11   Vendum Intellectual Property .
 
(a)   Vendum owns, or is licensed or otherwise possesses legal enforceable rights to use all: (i) trademarks and service marks (registered or unregistered), trade dress, trade names and other names and slogans embodying business goodwill or indications of origin, all applications or registrations in any jurisdiction pertaining to the foregoing and all goodwill associated therewith; (ii) material patentable inventions, technology, computer programs and software (including password unprotected interpretive code or source code, object code, development documentation, programming tools, drawings, specifications and data) and all applications and patents in any jurisdiction pertaining to the foregoing, including re-issues, continuations, divisions, continuations-in-part, renewals or extensions; (iii) trade secrets, including confidential and other non-public information (iv) copyrights in writings, designs, software programs, mask works or other works, applications or registrations in any jurisdiction for the foregoing and all moral rights related thereto; (v) databases and all database rights; and (vi) Internet web sites, domain names and applications and registrations pertaining thereto (collectively, " Vendum  Intellectual Property ") that are used in the Business except for any such failures to own, be licensed or process that would not be reasonably likely to have a Material Adverse Effect.
 
 
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(b)   Except as may be evidenced by patents issued after the date hereof, there are no conflicts with or infringements of any material Vendum  Intellectual Property by any third party and the conduct of the Business as currently conducted does not conflict with or infringe any proprietary right of a third party.
 
(c)   Vendum owns or has the right to use all software currently used in and material to the Business.
 
4.12   Affiliate Transactions .
 
No officer, director, or employee of Vendum or any member of the immediate family of any such officer, director or employee, or any entity in which any of such persons owns any beneficial interest (other than any publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than one percent of the stock of which is beneficially owned by any of such persons), has any agreement with Vendum or any interest in any of their property of any nature, used in or pertaining to the Business (other than the ownership of capital stock of the corporation as disclosed in Section 4.3).  None of the foregoing Persons has any direct or indirect interest in any competitor, supplier or customer of Vendum or in any Person from whom or to whom the Vendum leases any property or transacts business of any nature.
 
4.13   Powers of Attorney .
 
There are no outstanding powers of attorney executed on behalf of Vendum.
 
4.14   Litigation .
 
Except as set forth on Schedule 4.15:
 
(a)   there is no pending or, to Vendum's Knowledge, threatened Proceeding:
 
(i)   by or against Vendum or that otherwise relates to or may affect the Business which, if adversely determined, would have a Material Adverse Effect; or
 
(ii)   that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Share Exchange.
 
(b)   to the Knowledge of Vendum, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding.  Vendum has delivered to Purchaser copies, if any, of all pleadings, correspondence and other documents relating to each Proceeding.
 
 
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(c)   there is no material Order to which Vendum, any member of the Vendum  or the Business is subject; and
 
(d)   to the Knowledge of Vendum, no officer, director, agent or employee of Vendum is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Business.
 
(e)   Vendum has been and is in compliance with all of the terms and requirements of each Order to which it or the Business is or has been subject;
 
(f)   no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Vendum or the Business is subject; and
 
(g)   Vendum has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Vendum or the Business is subject.
 
4.15   Employee Benefits .
 
(a)   Schedule 4.16 lists all material (i) Employee Benefit Plans of the Vendum , (ii) bonus, stock option, stock purchase, stock appreciation right, incentive, deferred compensation, supplemental retirement, severance, and fringe benefit plans, programs, policies or arrangements, and (iii) employment or consulting agreements, for the benefit of, or relating to, any current or former employee (or any beneficiary thereof) of Vendum that, in the case of a plan described in (i) or (ii) above, is currently maintained by Vendum or with respect to which Vendum has an obligation to contribute, and that, in the case of an agreement described in (iii) above, is currently in effect (the “ Vendum  Employee Plans ”).
 
(b)   There is no Proceeding pending or, to Vendum's Knowledge, threatened against the assets of any Vendum  Employee Plan or, with respect to any Vendum  Employee Plan, against Vendum, other than Proceedings that would not reasonably be expected to result in a Material Adverse Effect, and to Vendum's Knowledge there is no Proceeding pending or threatened in writing against any fiduciary of any Vendum Employee Plan other than Proceedings that would not reasonably be expected to result in a Material Adverse Effect.
 
(c)   Each of the Vendum Employee Plans has been operated and administered in all material respects in accordance with its terms and Applicable Law.
 
(d)   No director, officer, or employee of Vendum will become entitled to retirement, severance or similar benefits or to enhanced or accelerated benefits (including any acceleration of vesting or lapsing of restrictions with respect to equity-based awards) under any Vendum  Employee Plan solely as a result of consummation of the Share Exchange.
 
 
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4.16   Insurance .
 
Schedule 4.17 is an accurate and complete description of all policies of insurance of any kind or nature, including, but not limited to, fire, liability, workmen's compensation and other forms of insurance owned or held by or covering Vendum or all or any portion of its property and assets.
 
4.17   Employees .
 
To the Knowledge of Vendum, no officer, director, agent, employee, consultant, or contractor of Vendum is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor (i) to engage in or continue or perform any conduct, activity, duties or practice relating to the Business or (ii) to assign to Vendum or to any other Person any rights to any invention, improvement, or discovery.  No former or current employee of Vendum is a party to, or is otherwise bound by, any Contract that in any way adversely affected, affects, or will affect the ability of Vendum or Purchaser to conduct the Business as heretofore carried on by Vendum.
 
4.18   Labor Relations .
 
Vendum is not a party to any collective bargaining or similar agreement. To the Knowledge of Vendum, there are no strikes, work stoppages, unfair labor practice charges or grievances pending or threatened against Vendum by any employee of Vendum or any other Person or entity.
 
4.19   Legal Compliance .
 
To the Knowledge of Vendum, Vendum is in material compliance with all Applicable Laws (including rules and regulations thereunder) of any Governmental Bodies having jurisdiction over Vendum , including any requirements relating to antitrust, consumer protection, currency exchange, equal opportunity, health, occupational safety, pension and securities matters.
 
4.20   Brokers' Fees .
 
Vendum has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Share Exchange for which Vendum could become liable or obligated.
 
4.21   Undisclosed Liabilities .
 
To the Knowledge of Vendum, Vendum does not have any liability (and to the Knowledge of Vendum, there is no basis for any present or future Proceeding, charge, complaint, claim, or demand against any of them giving rise to any liability), except for
 
(a)   In connection with an agreement between Vendum and Cornerstone Holdings Ltd., Vendum has purchased certain intellectual property from Cornerstone Holdings, and there exists an outstanding liability of $490,000 due to Cornerstone Holdings by Vendum.
 
 
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(b)   Vendum executed a 12% Convertible Promissory Note to Murraryfield Limited in the principal amount of $50,000.00 on December 10, 2009.
 
(c)   Vendum executed a 12% Convertible Promissory Note to Murraryfield Limited in the principal amount of $25,000.00 on March 3, 2010.
 
(d)   liabilities reflected or reserved against in the Vendum  Balance Sheet; or
 
(e)   liabilities which have arisen in the Ordinary Course of Business since the Vendum Balance Sheet Date.
 
4.22   Disclosure .
 
The representations and warranties of Vendum contained in this Agreement do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not misleading.
 
ARTICLE V.  REPRESENTATIONS AND WARRANTEES OF PURCHASER
 
As a material inducement for Vendum to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser hereby makes the following representations and warranties as of the date hereof and as of the Closing Date, each of which is relied upon by Vendum regardless of any investigation made or information obtained by Vendum (unless and to the extent specifically and expressly waived in writing by Vendum on or before the Closing Date):
 
5.1   Representations of Purchaser Concerning the Transaction .
 
(a)   Organization and Good Standing
 
(i)   Purchaser is a corporation duly organized, validly existing and in good standing under the laws of State of Nevada. Purchaser is duly qualified to do business as a foreign corporation and is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification and the failure to be so qualified would have a Material Adverse Effect on Purchaser.
 
(ii)   Purchaser has no Subsidiary and does not own any shares of capital stock or other securities of any other Person.
 
(b)   Authorization of Transaction .  Purchaser has the corporate power to execute, deliver and perform this Agreement, the Related Agreements, and, subject to the satisfaction of the conditions precedent set forth herein, has taken all action required by law, its Governing Documents or otherwise, to authorize the execution, delivery, and performance  of this Agreement and such related documents.  The execution and delivery of this Agreement has been approved by the Board of Directors of Purchaser.  This Agreement is a valid obligation of Purchaser and is legally binding on Purchaser in accordance with its terms.
 
 
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(c)   Capitalization of Purchaser .  The entire authorized capital stock of Purchaser consists of 100,000,00 shares of common stock having a par value of $0.001 per share, of which 78,542,870 shares are issued and outstanding.  All issued and outstanding shares of Purchaser Common Stock have been duly authorized, are validly issued, fully paid and nonassessable.  There are no outstanding or authorized options, warrants, rights, contracts, calls, puts, rights to subscribe, conversion rights or other agreements or commitments to which Purchaser is a party or which are binding upon Purchaser providing for the issuance, disposition or acquisition of any of its capital stock, nor any outstanding or authorized stock appreciation, phantom stock or similar rights with respect to Purchaser.
 
(d)   Noncontravention .  Neither the execution and delivery of this Agreement, nor consummation of the Share Exchange, will:
 
(i)   violate any Applicable Law, Order, stipulation, charge or other restriction of any Governmental Body to which Purchaser is subject or any provision of its Governing Documents; or
 
(ii)   conflict with, result in a Breach of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Security Interest, or other arrangement to which Purchaser is a party or by which it is bound or to which any of its assets is subject (or result in the imposition of any Security Interest upon any of its assets), except where the violation, conflict, Breach, default, acceleration, termination, modification, cancellation, failure to give notice, or Security Interest would not have a Material Adverse Effect on the financial condition of Purchaser or on the ability of the Parties to consummate the Share Exchange.
 
5.2   Representations of Purchaser Concerning the Purchaser .
 
(a)   Affiliate Transactions .  No officer, director, or employee of Purchaser or any member of the immediate family of any such officer, director or employee, or any entity in which any of such persons owns any beneficial interest (other than any publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than one percent of the stock of which is beneficially owned by any of such Persons), has any agreement with Purchaser or any interest in any of their property of any nature, used in or pertaining to the Purchaser Business.  None of the foregoing Persons has any direct or indirect interest in any competitor, supplier or customer of Purchaser or in any Person from whom or to whom Purchaser leases any property or transacts business of any nature.
 
(b)   Purchaser Financial Information . Schedule 5.2(b) shall include the following financial information (collectively, the “ Purchaser Financial Information ”):
 
(i)   audited balance sheet and statements of income, changes in stockholders' equity and cash flow as of and for the fiscal years ended November 30, 2007 and 2008 for Purchaser;
 
 
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(ii)   unaudited balance sheet and statements of income, changes in stockholders' equity and cash flow as of and for the three and nine months ended August 31, 2009; and
 
(iii)   the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which Purchaser maintains safe deposit boxes or accounts of any nature and the names of all persons authorized to have access thereto, draw thereon or make withdrawals therefrom, as listed on Schedule 5.2(b) .
 
The unaudited balance sheet as of August 31, 2009 of Purchaser shall be referred to herein as the " Purchaser Balance Sheet " and August 31, 2009 shall be sometimes referred to herein as the " Purchaser Balance Sheet Date ."   Purchaser Financial Information presents fairly the financial condition of Purchaser as of such dates and the results of operations of Purchaser for such periods, in accordance with GAAP and are consistent with the books and records of Purchaser (which books and records are correct and complete).
 
(c)   Events Subsequent to Purchaser Balance Sheet .  Since the Purchaser Balance Sheet Date, there has not been, occurred or arisen, with respect to Purchaser:
 
(i)  a ny change or amendment in its Governing Documents;
 
(ii)   any reclassification, split up or other change in, or amendment of or modification to, the rights of the holders of any of its capital stock;
 
(iii)   any direct or indirect redemption, purchase or acquisition by any Person of any of its capital stock or of any interest in or right to acquire any such stock;
 
(iv)   any issuance, sale, or other disposition of any capital stock, or any grant of any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any capital stock;
 
(v)   any declaration, set aside, or payment of any dividend or any distribution with respect to its capital stock (whether in cash or in kind) or any redemption, purchase, or other acquisition of any of its capital stock;
 
(vi)   the organization of any Subsidiary or the acquisition of any shares of capital stock by any Person or any equity or ownership interest in any business;
 
(vii)   any damage, destruction or loss of any of the its properties or assets whether or not covered by insurance;
 
(viii)   any sale, lease, transfer, or assignment of any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business;
 
(ix)   the execution of, or any other commitment to any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) outside the Ordinary Course of Business;
 
 
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(x)   any acceleration, termination, modification, or cancellation of any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses), involving more than $10,000 to which it is a party or by which it is bound;
 
(xi)   any Security Interest or Encumbrance imposed upon any of its assets, tangible or intangible;
 
(xii)   any grant of any license or sublicense of any rights under or with respect to any Purchaser Intellectual Property;
 
(xiii)   any sale, assignment or transfer (including transfers to any employees, affiliates or shareholders) of any Purchaser Intellectual Property;
 
(xiv)   any capital expenditure (or series of related capital expenditures) involving more than $10,000 and outside the Ordinary Course of Business;
 
(xv)   any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) involving more than $10,000 and outside the Ordinary Course of Business;
 
(xvi)   any issuance of any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation involving more than $25,000;
 
(xvii)   any delay or postponement of the payment of accounts payable or other liabilities;
 
(xviii)   any cancellation, compromise, waiver, or release of any right or claim (or series of related rights and claims) involving more than $25,000 and outside the Ordinary Course of Business;
 
(xix)   any loan to, or any entrance into any other transaction with, any of its directors, officers, and employees either involving more than $500 individually or $2,500 in the aggregate;
 
(xx)   the adoption, amendment, modification, or termination of any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken away any such action with respect to any other Employee Benefit Plan);
 
(xxi)   any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;
 
(xxii)   any increase in the base compensation of any of its directors, officers, and employees;
 
(xxiii)   any charitable or other capital contribution in excess of $2,500;
 
 
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(xxiv)   any taking of other action or entrance into any other transaction other than in the Ordinary Course of Business, or entrance into any transaction with any insider of Purchaser, except as disclosed in this Agreement and the Disclosure Schedules;
 
(xxv)   any other event or occurrence that may have or could reasonably be expected to have an Material Adverse Effect on Purchaser (whether or not similar to any of the foregoing); or
 
(xxvi)   any agreement or commitment, whether in writing or otherwise, to do any of the foregoing.
 
(d)   Tax Matters .
 
Purchaser:
 
(i)   has timely paid or caused to be paid all Taxes required to be paid by it though the date hereof and as of the Closing Date (including any Taxes shown due on any Tax Return);
 
(ii)   has filed or caused to be filed in a timely and proper manner (within any applicable extension periods) all Tax Returns required to be filed by it with the appropriate Governmental Body in all jurisdictions in which such Tax Returns are required to be filed; and all tax returns filed on behalf of Purchaser and each Purchaser Tax Affiliate were completed and correct in all material respects; and
 
(iii)   has not requested or caused to be requested any extension of time within which to file any Tax Return, which Tax Return has not since been filed.
 
(iv)   since January 1, 2006, has not been notified by the IRS or any other Governmental Body that any issues have been raised (and no such issues are currently pending) by the IRS or any other Governmental Body in connection with any Tax Return filed by or on behalf of Purchaser or any Purchaser Tax Affiliate; there are no pending Tax audits and no waivers of statutes of limitations have been given or requested with respect to Purchaser or any present or former Affiliate of Purchaser (for years that it was an  Affiliate); no Tax liens have been filed against Purchaser or unresolved deficiencies or additions to Taxes have been proposed, asserted or assessed against Purchaser or any present or former Affiliate (for the years that it was an  Affiliate);;
 
(v)   has made full and adequate accrual (i) on the Purchaser Balance Sheet, and the books and records of Purchaser for all income Taxes currently due and all accrued Taxes not yet due and payable by Purchaser for all periods ending on or prior to the Purchaser Balance Sheet Date, and (ii) on the books and records of Purchaser and for all Taxes payable by Purchaser for all periods beginning after the Purchaser Balance Sheet Date;
 
(vi)   has not incurred any liability for Taxes from and after the Purchaser Balance Sheet Date other than Taxes incurred in the Ordinary Course of Business and consistent with past practices;
 
 
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(vii)   has not (i) made an election (or had an election made on its behalf by another person) to be treated as a “consenting corporation” under Section 341(f) of the Code or (ii) a “personal holding company” within the meaning of Section 542 of the Code;
 
(viii)   has complied in all material respects with all Applicable Laws relating to the collection or withholding of Taxes (such as Taxes or withholding of Taxes from the wages of employees);
 
(ix)   has no liability in respect of any Tax sharing agreement with any Person and all Tax sharing agreements to which Purchaser has been bound have been terminated;
 
(x)   has not incurred any Liability to make any payments either alone or in conjunction with any other payments that:
 
(A)   shall be non-deductible under, or would otherwise constitute a “parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state local or foreign income Tax Law); or
 
(B)   are or may be subject to the imposition of an excise Tax under Section 4999 of the Code;
 
(xi)   has not agreed to (nor has any other Person agreed to on its behalf) and is not required to make any adjustments or changes on, before or after the Closing Date, to its accounting methods pursuant to Section 481 of the Code, and the Internal Revenue Service has not proposed any such adjustments or changes in the accounting methods of Purchaser; and
 
(xii)   is not currently, nor has it been at any time during the previous five years, a “U.S. real property holding corporation” and, therefore, the Purchaser Common Stock is not “U.S. real property interests,” as such terms are defined in Section 897 of the Code.
 
No claim has been made within the last three years by any taxing authority in a jurisdiction in which Purchaser does not file Tax Returns that Purchaser is or may be subject to taxation by that jurisdiction;
 
(e)   Intercompany Gain as Result of Transaction .  The consummation of the Share Exchange will not trigger the realization or recognition of intercompany gain or income to Purchaser under the Federal consolidated return regulations with respect to Federal, state or local Taxes; and
 
(f)   Title to Assets .  Purchaser has good and marketable title to, or a valid leasehold interest in, the properties and assets owned or leased and used by it to operate the Purchaser Business in the manner presently operated by Purchaser, as reflected in the Purchaser Financial Information.
 
 
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(g)   Real Property .  Except as set forth in Schedule 5.2(g) Purchaser does not own or hold an ownership interest in any Real Property.
 
(h)   Leased Real Property . Except as set forth in Schedule 5.2(h), Purchaser does not own or a leasehold interest in any Real Property.
 
(i)   Condition of Facilities .
 
(i)   Use of the Real Property of Purchaser for the various purposes for which it is presently being used is permitted as of right under all Applicable Laws related to zoning and is not subject to “permitted nonconforming” use or structure classifications.  All Improvements are in compliance with all Applicable Laws, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent defects.  To the Knowledge of Purchaser, no part of any Improvement encroaches on any real property not included in the Real Property of Purchaser, and there are no buildings, structures, fixtures or other Improvements primarily situated on adjoining property which encroach on any part of the Land.
 
(ii)   Each item of Tangible Personal Property is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the Ordinary Course of Business and is free from latent and patent defects.  No item of Tangible Personal Property is in need of repair or replacement other than as part of routine maintenance in the Ordinary Course of Business.  Except as disclosed in Schedule 5.2(i)(ii) , all Tangible Personal Property used in the Purchaser Business is in the possession of Purchaser.
 
(j)   Purchaser Intellectual Property .
 
(i)   Purchaser owns, or is licensed or otherwise possesses legal enforceable rights to use all: (i) trademarks and service marks (registered or unregistered), trade dress, trade names and other names and slogans embodying business goodwill or indications of origin, all applications or registrations in any jurisdiction pertaining to the foregoing and all goodwill associated therewith; (ii) patentable inventions, technology, computer programs and software (including  password unprotected interpretive code or source code, object code, development documentation, programming tools, drawings, specifications and data) and all applications and patents in any jurisdiction pertaining to the foregoing, including re-issues, continuations, divisions, continuations-in-part, renewals or extensions; (iii) trade secrets, including confidential and other non-public information (iv) copyrights in writings, designs, software programs, mask works or other works, applications or registrations in any jurisdiction for the foregoing and all moral rights related thereto; (v) databases and all database rights; and (vi) Internet Web sites, domain names and applications and registrations pertaining thereto (collectively, “ Purchaser Intellectual Property ”) that are used in the Purchaser Business except for any such failures to own, be licensed or process that would not be reasonably likely to have a Material Adverse Effect.
 
(ii)   Purchaser owns or has the right to use all software currently used in and material to the Purchaser Business.
 
 
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(k)   SEC Reports and Financial Statements .  Since February 12, 2008, Purchaser has filed with the SEC all reports and other filings required to be filed by Purchaser in accordance with the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder (the “ Purchaser SEC Reports ”). As of their respective dates, Purchaser SEC Reports complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the respective rules and regulations promulgated thereunder applicable to such Purchaser SEC Reports and, except to the extent that information contained in any Purchaser SEC Report has been revised or superseded by a later Purchaser SEC Report filed and publicly available prior to the date of this Agreement, none of the Purchaser SEC Reports contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.  The financial statements of Purchaser included in Purchaser SEC Reports were prepared from and are in accordance with the accounting books and other financial records of Purchaser, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and presented fairly the consolidated financial position of Purchaser and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).  Except as set forth in the Purchaser SEC Reports, Purchaser has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) other than liabilities or obligations incurred in the Ordinary Course of Business since the Purchaser Balance Sheet Date.
 
(l)   Contracts .   Schedule 5.2(l) is a true, complete and accurate list of all written or oral contracts, understandings, agreements and other arrangements (including a brief description of all such oral arrangements) executed by an officer or duly authorized employee of Purchaser or to which Purchaser is a party either:
 
(i)   involving more than $10,000, or
 
(ii)   in the nature of a collective bargaining agreement, employment agreement, or severance agreement with any of its directors, officers and employees.
 
Purchaser has delivered or will, prior to Closing, deliver to Vendum a correct and complete copy of each Contract (redacted copies for names are acceptable) listed in Schedule 5.2(l) (the “ Purchaser Contracts ”).  Except as disclosed in Schedule 5.2(l) : (i) Purchaser has fully complied with all material terms of Purchaser Contracts; (ii) to the Knowledge of Purchaser, other parties to Purchaser Contracts have fully complied with the terms of Purchaser Contracts; and (iii) there are no disputes or complaints with respect to nor has Purchaser received any notices (whether oral or in writing) that any other party to Purchaser Contracts is terminating, intends to terminate or is considering terminating, any of Purchaser Contracts listed or required to be listed in Schedule 5.2(l) .
 
 
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(m)   Powers of Attorney .  There are no outstanding powers of attorney executed on behalf of Purchaser.
 
(n)   Litigation .  Except as set forth in Schedule 5.2(n) :
 
(i)   There is no pending or, to Purchaser’s Knowledge, threatened Proceeding:
 
(A)   by or against Purchaser or that otherwise relates to or may affect the Purchaser Business which, if adversely determined, would have a Material Adverse Effect; or
 
(B)   that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, the Share Exchange.
 
To the Knowledge of Purchaser, no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a basis for the commencement of any such Proceeding.
 
(ii)   Except as set forth in Schedule 5.2(n)) :
 
(A)   there is no material Order to which Purchaser or the Purchaser Business is subject; and
 
(B)   to the Knowledge of Purchaser, no officer, director, agent or employee of Purchaser is subject to any Order that prohibits such officer, director, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Purchaser Business.
 
(iii)   Except as set forth in Schedule 5.2(n) :
 
(A)   Purchaser has been and is in compliance with all of the terms and requirements of each Order to which it or the Purchaser Business is or has been subject;
 
(B)   No event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any Order to which Purchaser or the Purchaser Business is subject; and
 
(C)   Purchaser has not received any notice, or received but subsequently resolved to the satisfaction of the Governmental Body or other Person (evidence of such approval is attached as Schedule 5.1(m) ), or other communication (whether oral or written) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Order to which Purchaser or the Purchaser Business is subject.
 
 
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(o)   Employee Benefits .
 
(i)   Purchaser has no (i) Employee Benefit Plans, (ii) bonus, stock option, stock purchase, stock appreciation right, incentive, deferred compensation, supplemental retirement, severance, and fringe benefit plans, programs, policies or arrangements, and (iii) employment or consulting agreements, for the benefit of, or relating to, any current or former employee (or any beneficiary thereof) of Purchaser, in the case of a plan described in (i) or (ii) above, that is currently maintained by Purchaser or with respect to which Purchaser has an obligation to contribute, and in the case of an agreement described in (iii) above, that is currently in effect (the “ Purchaser Employee Plans ”).
 
(ii)   No director, officer, or employee of Purchaser will become entitled to retirement, severance or similar benefits or to enhanced or accelerated benefits (including any acceleration of vesting or lapsing of restrictions with respect to equity-based awards) under any Purchaser Employee Plan solely as a result of consummation of the Share Exchange.
 
(p)   Insurance .   Schedule 5.2(p) is an accurate and complete description of all policies of insurance of any kind or nature, including, but not limited to, fire, liability, workmen's compensation and other forms of insurance owned or held by or covering Purchaser or all or any portion of its property and assets.
 
(q)   Employees .  Barbara Lamb and Yvonne Price are the sole employees of Purchaser and they presently do not receive any compensation for their services.  To the Knowledge of Purchaser, no officer, director, agent, employee, consultant, or contractor of Purchaser is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor (i) to engage in or continue or perform any conduct, activity, duties or practice relating to the Purchaser Business or (ii) to assign to Purchaser or to any other Person any rights to any invention, improvement, or discovery.  No former or current employee of Purchaser is a party to, or is otherwise bound by, any Contract that in any way adversely affected, affects, or will affect the ability of Purchaser to conduct the Purchaser Business.
 
(r)   Labor Relations .  Purchaser is not a party to any collective bargaining or similar agreement.  To the Knowledge of Purchaser, there are no strikes, work stoppages, unfair labor practice charges or grievances pending or threatened against Purchaser by any employee of Purchaser or any other person or entity.
 
(s)   Legal Compliance .  To the Knowledge of Purchaser, Purchaser is in material compliance with all Applicable Laws of any Governmental Bodies having jurisdiction over Purchaser, including any requirements relating to antitrust, consumer protection, currency exchange, equal opportunity, health, occupational safety, pension and securities matters.
 
(t)   Brokers' Fees .  Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Share Exchange for which Purchaser could become liable or obligated.
 
 
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(u)   Undisclosed Liabilities .  Purchaser has no liability (and to the Knowledge of Purchaser, there is no basis for any present or future Proceeding, charge, complaint, claim, or demand against any of them giving rise to any liability), except for
 
(i)   liabilities reflected or reserved against in the Purchaser Balance Sheet; or
 
(ii)   liabilities which have arisen in the Ordinary Course of Business since the date of the Purchaser Balance Sheet.
 
(v)   Disclosure .  The representations and warranties of Purchaser contained in this Agreement do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained herein not misleading.
 
ARTICLE VI.     ACCESS TO INFORMATION AND DOCUMENTS
 
6.1   Access to Information .
 
Between the date hereof and the Closing Date, each Party will give to the other and its counsel, accountants and other Representatives full access to all the properties, documents, contracts, personnel files and other records and shall furnish copies of such documents and with such information with respect to its affairs as may from time to time be reasonably requested.  Each Party will disclose to the other and make available to such Party and its Representatives all books, contracts, accounts, personnel records, letters of intent, papers, records, communications with regulatory authorities and other documents relating to the business and operations of Vendum or Purchaser, as the case may be.  In addition, Vendum shall make available to Purchaser all such banking, investment and financial information as shall be necessary to allow for the efficient integration of Vendum's banking, investment and financial arrangements with those of Purchaser at the Closing.  Access of Purchaser pursuant to the foregoing shall be granted at a reasonable time and upon reasonable notice.
 
6.2   Effect of Access .
 
(a)   Nothing contained in this Article VI shall be deemed to create any duty or responsibility on the part of either Party to investigate or evaluate the value, validity or enforceability of any Contract or other asset included in the assets of the other Party.
 
(b)   With respect to matters as to which any Party has made express representations or warranties herein, the Parties shall be entitled to rely upon such express representations and warranties irrespective of any investigations made by such Parties, except to the extent that such investigations result in actual knowledge of the inaccuracy or falsehood of particular representations and warranties.
 
 
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ARTICLE VII.  COVENANTS
 
7.1   Preservation of Business .
 
(a)   Prior to the Closing or the termination of this Agreement, Vendum will use its Best Efforts to preserve the Business, to keep available to Purchaser the services of the present employees of Vendum, and to preserve for Purchaser the goodwill of the suppliers, customers and others having business relations with Vendum.  Vendum shall conduct its Business only in the Ordinary Course of Business, including, without limitation, its policies and practices relating to the collection of accounts receivable and the payment of accounts payable and other liabilities, and not introduce any new methods of management, operations or accounting, without Purchaser’s prior written consent (which shall not be unreasonably withheld); maintain its assets in as good working order and condition as at present, ordinary wear and tear excepted; perform all material obligations under material agreements and leases relating to or affecting it, and keep in full force and effect present insurance policies.
 
(b)   Prior to the Closing or the termination of this Agreement, Purchaser will use its Best Efforts to preserve the Purchaser Business, to keep available to Purchaser the services of the present employees of Purchaser, and to preserve for Purchaser the goodwill of the suppliers, customers and others having business relations with Purchaser.  Purchaser shall conduct the Purchaser Business only in the Ordinary Course of Business, including, without limitation, its policies and practices relating to the collection of accounts receivable and the payment of accounts payable and other liabilities, and not introduce any new methods of management, operations or accounting, without the prior written consent of Vendum (which shall not be unreasonably withheld); maintain its assets in as good working order and condition as at present, ordinary wear and tear excepted; perform all material obligations under material agreements and leases relating to or affecting it, and keep in full force and effect present insurance policies.
 
7.2   Current Information .
 
(a)   During the period from the date of this Agreement to the Closing, each Party hereto shall promptly notify each other Party of any (i) significant change in the normal course of business or operations of its business, (ii) Proceeding (or communications indicating that the same may be contemplated), or the institution or threat or settlement of Proceedings, in each case involving such Party, the outcome of which, if adversely determined, could reasonably be expected to have a Material Adverse Effect on the Party, taken as a whole or (iii) event which such Party reasonably believes could be expected to have a Material Adverse Effect on the ability of any Party  to consummate the Share Exchange.
 
(b)   During the period from the date of this Agreement to the Closing, Purchaser shall promptly notify Vendum of any correspondence received from the SEC and shall deliver a copy of such correspondence to Vendum.
 
7.3   Material Transactions .
 
Prior to the Closing, neither Vendum nor Purchaser will (other than (i) as contemplated by the terms of this Agreement and the Related Agreements, (ii) with respect to transactions for which there is a binding commitment existing prior to the date hereof disclosed in the Disclosure Schedules, and (iii) transactions described on Schedule 7.3 which do not vary materially from the terms set forth on such Schedule 7.3 , or in the Ordinary Course of Business without first obtaining the written consent of the other Parties):
 
 
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(a)   declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property;
 
(b)   amend its Governing Documents or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person;
 
(c)   except pursuant to options, warrants, conversion rights or other contractual rights, issue any shares of its capital stock or share capital or any options, warrants or other rights to subscribe for or purchase such common or share capital or other capital stock or any securities convertible into or exchangeable for any such common, share capital or other capital stock;
 
(d)   directly redeem, purchase or otherwise acquire any of its common or other capital stock;
 
(e)   effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize;
 
(f)   enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees;
 
(g)   make any payment or distribution to the trustee under any bonus, pension, profit ­sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party's usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate or modify any plan;
 
(h)   prepay any debt in excess of Twenty Five Thousand Dollars ($25,000), borrow or agree to borrow any amount of funds except in the Ordinary Course of Business or, directly or indirectly, guarantee or agree to guarantee obligations of others, or fail to pay any monetary obligation in a timely manner prior to delinquency;
 
(i)   enter into any agreement, contract or commitment having a term in excess of three (3) months or involving payments or obligations in excess of Twenty Five Thousand Dollars ($25,000) in the aggregate, except in the Ordinary Course of Business;
 
(j)   amend or modify any material Contract;
 
 
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(k)   agree to increase the compensation or benefits of any employee (except for normal annual salary increases in accordance with past practices);
 
(l)   place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the Ordinary Course of Business or as otherwise disclosed herein;
 
(m)   guarantee the obligation of any person, firm or corporation, except in the Ordinary Course of Business;
 
(n)   make any loan or advance in excess of Twenty-Five Thousand Dollars ($25,000)   or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value;
 
(o)   sell or otherwise dispose of any Real Property or any material amount of any tangible or intangible personal property other than leasehold interests in closed facilities, except in the Ordinary Course of Business;
 
(p)   commit any act or fail to do any act which will cause a Breach of any Contract and which will have a Material Adverse Effect on its business, financial condition or earnings;
 
(q)   violate any Applicable Law which violation might have a Material Adverse Effect on such Party;
 
(r)   purchase any real or personal property or make any other capital expenditure where the amount paid or committed is in excess of Twenty-Five Thousand Dollars ($25,000)   per expenditure;
 
(s)   except in the Ordinary Course of Business, enter into any agreement or transaction with any of such Party's Affiliates; or
 
(t)   engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such Party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action.
 
7.4   Public Disclosures .
 
Purchaser and Vendum will consult with each other before issuing any press release or otherwise making any public statement with respect to the transactions contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation except as may be required by Applicable Law.  The Parties shall issue a joint press release, mutually acceptable to Vendum and Purchaser, promptly upon execution and delivery of this Agreement.
 
7.5   Confidentiality .
 
Purchaser and Vendum shall hold, and shall use their Best Efforts to cause their respective auditors, attorneys, financial advisors, bankers and other consultants and advisors to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all Confidential Information, and each Party shall not release or disclose such Confidential Information to any other Person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with the transactions contemplated by this Agreement.
 
 
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ARTICLE VIII.  CONDITIONS TO CLOSING
 
8.1   Mutual Conditions .
 
The respective obligations of each Party to effect the Share Exchange shall be subject to the satisfaction, at or prior to the Closing Date, of the following conditions (any of which may be waived in writing by Purchaser and Vendum:
 
(a)   None of Purchaser, or Vendum shall be subject to any Order by a court of competent jurisdiction which (i) prevents or materially delays the consummation of the Share Exchange or (ii) would impose any material limitation on the ability of Purchaser effectively to exercise full rights of ownership of the common stock of Vendum  or any material portion of the assets or Business, taken as a whole.
 
(b)   No statute, rule or regulation, shall have been enacted by any Governmental Body that makes the consummation of the Share Exchange illegal.
 
(c)   Purchaser and Vendum shall have received all Consents of Third Parties that are required of such Third Parties prior to the consummation of the Share Exchange, in form and substance acceptable to Purchaser or Vendum, as the case may be, except where the failure to obtain such consent, approval or authorization would not have a Material Adverse Effect.
 
8.2   Conditions to the Obligations of Purchaser .
 
The obligations of Purchaser under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions:
 
(a)   The representations and warranties of Vendum contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date with the same force and effect as though made on and as of such date, and each of the representations and warranties of Vendum that are not so qualified shall be true in all material respects on and as of the Closing Date.
 
(b)   Vendum shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be performed or complied with by Vendum at or prior to the Closing.
 
(c)   There shall not be threatened, instituted or pending any Proceeding by or before any court or Govern­mental Body requesting or looking toward an Order that (a) restrains or prohibits the consummation of the Share Exchange, (b) could have a Material Adverse Effect on Purchaser's ability to exercise control over or manage the Vendum after the Closing or (c) could have a Material Adverse Effect on Vendum.
 
 
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(d)   On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Share Exchange.
 
(e)   The Vendum Board and Vendum Stockholders shall have given all necessary approvals and consents required under the laws of the United Kingdom in approval of this transaction.
 
(f)   The Related Agreements to which Vendum is a party and all other documents to be delivered by Vendum to Purchaser at the Closing shall be satisfactory in form and substance to Purchaser.
 
(g)   All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of Purchaser Counsel, in connection with (a) the execution and delivery by Vendum of this Agreement and the Related Agreements to which it is a Party or (b) the consummation by Vendum of the Share Exchange and copies of all such Consents shall have been delivered to Purchaser.
 
(h)   Barbara Lamb shall have executed and delivered to Purchaser the Control Share Agreement and shall simultaneously with the Closing consummate the transactions contemplated therein.
 
8.3   Conditions to the Obligations of Vendum .
 
The obligations of Vendum and the Vendum Shareholders under this Agreement are subject to the satisfaction, at or before the Closing, of each of the following conditions:
 
(a)   The representations and warranties of Purchaser contained herein that are qualified as to materiality shall be true in all respects on and as of the Closing Date (except for such representations and warranties made as of a specific date which shall be true as of such date) with the same force and effect as though made on and as of such date, and each of the representations and warranties of Purchaser that are not so qualified shall be true in all material respects on and as of the Closing Date (except for such representations and warranties made as of a specific date which shall be true in all material respects as of such date).
 
(b)   Purchaser shall have performed and complied in all material respects with all covenants, agreements, obligations and conditions required by this Agreement to be so performed or complied with by Purchaser at or prior to the Closing.
 
(c)   There shall not be threatened, instituted or pending any Proceeding by or before any court or Govern­mental Body requesting or looking toward an Order, that (a) restrains or prohibits the consummation of the Share Exchange or (b) could have a Material Adverse Effect on Purchaser.
 
(d)   On the Closing Date, there shall be no effective Order issued by a court of competent jurisdiction restraining or prohibiting the consummation of the Share Exchange.
 
 
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(e)   The Related Agreements to which Purchaser is a party and all other documents to be delivered by Purchaser to Vendum at the Closing shall be satisfactory in form and substance to Vendum.
 
(f)   All Consents of all Third Parties and Governmental Bodies shall have been obtained that are necessary, in the opinion of counsel to Vendum, in connection with (a) the execution and delivery by Purchaser of this Agreement or the Related Agreements to which either of them is a party, and (b) the consummation by Purchaser of the transactions contemplated hereby or thereby, and copies of all such Consents shall have been delivered to Vendum.
 
(g)   Purchaser shall have delivered to Vendum the resignation of Barbara Lamb and Yvonne Price from all positions as an officer and director of Purchaser effective upon Closing.
 
(h)   Purchaser shall deliver to each Vendum Shareholder a certificate evidencing ownership of the Shares described in Section 3.2.
 
(i)   Purchaser shall deliver to Vendum evidence of the cancellation of 62,459,540 shares of Purchaser Common Stock held by Barbara Lamb.
 
(j)   The stockholders of Purchaser shall have given all necessary approvals and consents required under NRS.
 
(k)   The Share Exchange shall qualify as a tax-free transaction to each of Purchaser, Vendum and Vendum's stockholders.
 
(l)   Purchaser will have delivered evidence satisfactory to Vendum of the proposed conversion of the debts of Murrayfield Limited and Cornerstone Holdings into Purchaser shares of common stock, to be effective upon Closing, in accordance with Section 2.6 of this Agreement
 
(m)   As of the Closing Date, Purchaser shall not have any debts or liabilities that are not disclosed in the Purchaser SEC Reports and shall not have any Security Interests or Encumbrances recorded against its properties or assets.
 
ARTICLE IX.  SURVIVAL OF REPRESENTATIONS
 
All representations and warranties made by any Party in this Agreement or pursuant hereto, as modified by any Disclosure Schedule, exhibit, certificate or other document executed and delivered pursuant hereto shall survive the Closing and any investigation made by or on behalf of any Party for a period of one (1) year following the Closing Date.  All statements contained herein or in any schedule, exhibit, certificate or other document executed and delivered pursuant hereto shall be deemed representations and warranties for purposes of Sections 9.1, 8.2(a), and 8.3(a).  The right to any remedy based upon such representations and warranties shall not be affected by any investigation conducted with respect to, or any knowledge acquired at any time, whether before or after execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of any such representation or warranty.
 
 
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ARTICLE X.  TERMINATION, AMENDMENT AND WAIVER
 
10.1   Termination .
 
 This Agreement may be terminated at anytime prior to the Closing:
 
(a)   by mutual written consent of Purchaser and Vendum;
 
(b)   by Purchaser or Vendum:
 
(i)  i f the Share Exchange shall not have been consummated on or before May 30, 2010, unless the failure to consummate the Share Exchange is the result of a willful and material Breach of this Agreement by the Party seeking to terminate this Agreement;
 
(ii)   if any court of competent jurisdiction or other Governmental Body shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the Share Exchange and such order, decree, ruling or other action shall have become final and non-appealable;
 
(iii)   in the event of a Breach by the other Party of any representation, warranty, covenant or other agreement contained in this Agreement which cannot be or has not been cured within ten (10) days after the giving of written notice to the breaching Party of such Breach (provided that the terminating Party is not then in Breach of any representation, warranty, covenant or other agreement contained in this Agreement);
 
(iv)   in the event that (i) all of the conditions to the obligation of such Party to effect the Share Exchange set forth in Section 8.1 shall have been satisfied and (ii) any condition to the obligation of such Party to effect the Share Exchange set forth in Section 8.2 (in the case of Purchaser) or Section 8.3 (in the case of Vendum) is not capable of being satisfied prior to the end of the period referred to in Section 10.1(b)(i); or
 
(v)   if there shall have occurred prior to the Closing changes in Applicable Law that, in the aggregate, shall have a Material Adverse Effect on either Party.
 
10.2   Effect of Termination .
 
In the event of termination of this Agreement as provided in Section 10.1, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any Party except to the extent that such termination results from the willful and material Breach by a Party of any of its representations, warranties, covenants or other agreements set forth in this Agreement, in which case the terminating Party shall have the right to pursue any remedies available to it at law or in equity.
 
10.3   Amendment .
 
This Agreement may not be amended except by an instrument in writing signed on behalf of each of the Parties.
 
 
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10.4   Extension; Waiver .
 
At any time prior to the Closing, the Parties may (i) extend the time for the performance of any of the obligations or other acts of the other Parties, (ii) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (iii) waive compliance with any of the agreements or conditions contained in this Agreement.  Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.
 
10.5   Procedure for Termination, Amendment Extension or Waiver .
 
A termination of this Agreement pursuant to Section 10.1, an amendment of this Agreement pursuant to Section 10.3, or an extension or waiver pursuant to Section 10.4 shall, in order to be effective, require in the case of Purchaser or Vendum, action by its Board of Directors or the duly authorized designee of the Board of Directors.
 
ARTICLE XI.  MISCELLANEOUS
 
11.1   Notices .
 
Any communications required or desired to be given hereunder shall be deemed to have been properly given if sent by hand delivery or by facsimile and overnight courier or overnight courier to the parties hereto at the following addresses, or at such other address as either party may advise the other in writing from time to time:
 
If to Purchaser:
 
Barbara Lamb
#108-2940 Louise Street,
Saskatoon, Saskatchewan
Canada  S7J 5K2
Fax: 1-866-327-1288

If to Vendum:

Fraser Cottington
Accounting Worx Suite,
400 Thames Valley Park Drive,
Reading, RG6 1PT.
Telephone 0118 380 0895

All such communications shall be deemed to have been delivered on the date of hand delivery or facsimile or on the next Business Day following the deposit of such communications with the overnight courier.
 
11.2   Further Assurances .
 
Each Party hereby agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Agreement.
 
 
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11.3   Governing Law .
 
This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of Nevada, applied without giving effect to any conflicts-of-law principles.
 
11.4   Commissions .
 
Each of the Parties hereto represents and warrants that no broker or finder is entitled to any brokerage or finder's fee or other commission in connection with the Share Exchange.  Each of the Parties hereto shall pay or discharge, and shall indemnify and hold the other harmless from and against, all claims or liabilities for brokerage commissions or finder's fees incurred by reason of any action taken by it.
 
11.5   Captions .
 
The captions or headings in this Agreement are made for convenience and general reference only and shall not be construed to describe, define or limit the scope or intent of the provisions of this Agreement.
 
11.6   Integration of Exhibits and Schedules .
 
All Exhibits and Disclosure Schedules to this Agreement are integral parts of this Agreement as if fully set forth herein.
 
11.7   Entire Agreement .
 
This Agreement, the Related Agreements, including all Exhibits and Disclosure Schedules attached hereto and thereto contain the entire agreement of the Parties and supersede any and all prior or contemporaneous agreements between the Parties, written or oral, with respect to the transactions contemplated hereby.  Such agreement may not be changed or terminated orally, but may only be changed by an agreement in writing signed by the Party or Parties against whom enforcement of any waiver, change, modification, extension, discharge or termination is sought.
 
11.8   Expenses .
 
Except as expressly provided otherwise, each party hereto will bear its own costs and expenses (including fees and expenses of auditors, attorneys, financial advisors, bankers, brokers and other consultants and advisors) incurred in connection with this Agreement, the Related Agreements and the transactions contemplated hereby and thereby.
 
11.9   Counterparts .
 
This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original, and such counterparts shall together constitute and be one and the same instrument.
 
 
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11.10   Binding Effect .
 
This Agreement shall be binding on, and shall inure to the benefit of, the Parties hereto, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.  No Party may assign any right or obligation hereunder without the prior written consent of the other Parties.
 
11.11   No Rule of Construction .
 
The Parties agree that, because all Parties participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement which construes ambiguous language in favor of or against any Party by reason of that Party's role in drafting this Agreement.
 
[REMINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
 
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SIGNATURE PAGE OF PURCHASER AND VENDUM TO
 
 
SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
 
 
IN WITNESS WHEREOF, Purchaser and Vendum have caused this Share Exchange Agreement to be executed by their respective duly authorized officers, all as of the day and year first above written.
 

 
 
By Purchaser:
   
 
WISHART ENTERPRISES LIMITED
 
 
By:          /s/ Barbara Lamb                                                        
Barbara Lamb
Chief Executive Officer
   
 
By Vendum:
   
 
VENDUM BATTERIES LIMITED
 
 
 
By:           /s/ Fraser Cottington                                                       
Fraser Cottington
Chief Executive Officer

 
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SIGNATURE PAGE OF VENDUM SHAREHOLDERS TO
 
 
SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
 
 
IN WITNESS WHEREOF, the shareholder of Vendum has executed this Share Exchange Agreement as of the day and year first above written.
 


/s/ Fraser Cottington
Name: Fraser Cottington
(One Ordinary share, 100%)
 
 
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Exhibit 2.5
 
Split-Off Agreement
 
 
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Schedule 2.1 and 2.6
 
Shares of Purchaser to Be Issued to Vendum Shareholders and Vendum Debt Holders
 
Shareholder Names to Appear on New Certificates
Number of New Shares to Vendum Shareholders
Fraser Cottington
607,594
Murrayfield Limited
2,412,500
Cornerstone Holdings, Inc.
16,637,309
Total
19,657,403

 
44

 
 
Schedule 2.4(a)
 
Appointees to Board of Directors of Purchaser Post Closing
 

 
Fraser Cottington
 
 
45

 
 
Schedule 2.4(b)
 
Officers of Purchaser Post Closing
 

 
Fraser Cottington
 
 
46

 
 
Schedule 4.2
 
Vendum Shareholders
 
Shareholder Name
Number of Shares Held in Vendum
Fraser Cottington
1
Total
1
 
 
47

 
 
Schedule 4.6
 
Vendum Financial Information
 

 
See attached Financial Statements
 
 
48

 
 
Schedule 4.7
 
Events Subsequent to Vendum Balance Sheet
 
1.  
Asset Purchase Agreement dated January 4, 2010 between Cornerstone Holdings, Inc and Vendum.
 
2.  
12% Convertible Promissory Note to Murraryfield Limited in the principal amount of $25,000.00, issued on March 3, 2010.
 
 
49

 

Schedule 4.8
 
Vendum Tax Matters
 
None
 
 
50

 
 
Schedule 4.10
 
Vendum Real Property
 
None
 
 
51

 
 
Schedule 4.16
 
Vendum Employment Benefit Matters
 
None
 
 
52

 
 
Schedule 4.17
 
List of Vendum Insurance Policies
 
None
 
 
53

 
 
Schedule 5.2(b)
 
Purchaser Financial Information
 
See attached Financial Statements
 
 
54

 
 
Schedule 5.2(g)
 
Real Property Owned By Purchaser
 
None
 
 
55

 
 
Schedule 5.2(h)
 
Real Property Leased by Purchaser
 
None
 
 
56

 
 
Schedule 5.2(i)(ii)
 
Tangible Personal Property Used in the Purchaser Business
 
But Not in Possession of Purchaser
 
None
 
 
57

 
 
Schedule 5.2(l)
 
Material Contracts of Purchaser
 
Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations with Barbara Lamb of even date herewith transferring all of the Assets of Purchaser to Ms. Lamb in exchange for the transfer to Purchaser of 62,459,540 shares of common stock of Purchaser held by Ms. Lamb for immediate cancellation.
 
 
58

 
 
Schedule 5.2(n)(ii)
 
Purchaser Litigation
 
None
 
 
59

 
 
Schedule 4.17
 
List of Purchaser Insurance Policies
 
None
 
 
60

 
 
Schedule 7.3
 
Material Transaction Prior to Closing
 
None
 
 
61

 
 
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONS
 
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“ Transfer and Assumption Agreement ”) is made as of May 3, 2010, by Wishart Enterprises, Ltd., a Nevada corporation (“ Assignor ”) and Barbara Lamb (“ Assignee ”).

WHEREAS, Assignor has been engaged in the business of developing a family of “Healing Naturally” health-related websites advocating a blend of western medicine with alternative health practices such as meditation, yoga, and careful nutrition specifically designed for individuals with particular illnesses, as well as their families and friends (the “ Business ”); and

WHEREAS, Assignor desires to convey, transfer and assign to Assignee, and Assignee desires to acquire from Assignor, all of the assets of Assignor relating to the operation of the Business, and in connection therewith, Assignee has agreed to assume all of the liabilities of Assignor relating to the Business, on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1 .   Assignment.

1.1.             Assignment of Assets .  For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by Assignor, which includes the cancellation of Assignee’s 62,459,540 shares of common stock in Assignor, Assignor does hereby assign, grant, bargain, sell, convey, transfer and deliver to Assignee, and its successors and assigns, all of Assignor’s right, title and interest in, to and under the assets, properties and business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, held or used in the conduct of the Business (the “ Assets ”), including, but not limited to, the assets listed on Exhibit A hereto, and identified in part by reference to Assignor’s most recent balance sheet filed with Securities and Exchange Commission (the “ Balance Sheet ”);

1.2             Further Assurances .  Assignor shall from time to time after the date hereof at the request of Assignee and without further consideration execute and deliver to Assignee such additional instruments of transfer and assignment, including without limitation any bills of sale, assignments of leases, deeds, and other recordable instruments of assignment, transfer and conveyance, in addition to this Transfer and Assumption Agreement, as Assignee shall reasonably request to evidence more fully the assignment by Assignor to Assignee of the Assets.

Section 2 .   Assumption.

2.1             Assumed Liabilities .  As of the date hereof, Assignee hereby assumes and agrees to pay, perform and discharge, fully and completely, (i) all liabilities, commitments, contracts, agreements, obligations or other claims against Assignor, whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory, or otherwise associated with the Business (the “ Liabilities ”), including, but not limited to, the Liabilities listed on Exhibit B , and identified in part by reference to the Balance Sheet.
 
 
 

 

2.4             Further Assurances .  Assignee shall from time to time after the date hereof at the request of Assignor and without further consideration execute and deliver to Assignor such additional instruments of assumption in addition to this Transfer and Assumption Agreement as Assignor shall reasonably request to evidence more fully the assumption by Assignee of the Liabilities.

Section 3 .     Headings .   The descriptive headings contained in this Transfer and Assumption Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Transfer and Assumption Agreement.

Section 4 .   Governing Law .  This Transfer and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed entirely within that state, except that any conveyances of leaseholds and real property made herein shall be governed by the laws of the respective jurisdictions in which such property is located.

IN WITNESS WHEREOF, this Transfer and Assumption Agreement has been duly executed and delivered by the parties hereto as of the date first above written.

WISHART ENTERPRISES LTD.


By:  /s/ Barbara Lamb                                                                         
 Barbara Lamb
 President


/s/ Barbara Lamb
Barbara Lamb
 
 
2

 
 
Exhibit A

(a)   All of the equipment, computers, servers, hardware, appliances, implements, and all other tangible personal property that are owned by Assignor and have been used in the conduct of the Business;
 
(b)   all inventory associated with the Business;
 
(c)   all real property and real property leases to which Assignor is a party, and which affect the Business or the Assets;
 
(d)   all contracts to which Assignor is a party, or which affect the Business or the Assets, including leases of personal property;
 
(e)   all rights, claims and causes of action against third parties resulting from or relating to the operation of the Business or the Assets, including without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties;
 
(f)   all governmental licenses, permits, authorizations, consents or approvals affecting or relating to the Business or the Assets;
 
(g)   all accounts receivable, notes receivable, prepaid expenses and insurance and indemnity claims to the extent related to any of the Assets or the Business;
 
(h)   all goodwill associated with the Assets and the Business;
 
(i)   all business records, regardless of the medium of storage, relating to the Assets and/or the Business, including without limitation, all schematics, drawings, customer data, subscriber lists, statistics, promotional graphics, original art work, mats, plates, negatives, accounting and financial information concerning the Assets or Business;
 
(j)   Assignor’s right to use the name “Wishart Enterprises Limited” and all other names used in conducting the Business, and all derivations thereof, in connection with Assignee’s future conduct of the Business;
 
(k)   all internet domain names and URLs of the Business, software, inventions, art works, patents, patent applications, processes, shop rights, formulas, brand names, trade secrets, know-how, service marks, trade names, trademarks, trademark applications, copyrights, source and object codes, customer lists, drawings, ideas, algorithms, processes, computer software programs or applications (in code and object code form), tangible or intangible proprietary information and any other intellectual property and similar items and related rights owned by or licensed to Assignor used in the Business, together with any goodwill associated therewith and all rights of action on account of past, present and future unauthorized use or infringement thereof; and
 
(l)   all other privileges, rights, interests, properties and assets of whatever nature and wherever located that are owned, used or intended for use in connection with, or that are necessary to the continued conduct of, the Business as presently conducted or planned to be conducted.
 
 
3

 
 
Exhibit B
 

(a)   All liabilities in respect of indebtedness of Assignor related to the Business;
 
(b)   product liability and warranty claims relating to any product or service of Assignor associated with the Business;
 
(c)   taxes, duties, levies, assessments and other such charges, including any penalties, interests and fines with respect thereto, payable by Assignor to any federal, provincial, municipal or other government, domestic or foreign, incurred in the conduct of the Business;
 
(d)   liabilities for salary, bonus, vacation pay, severance payments damages for wrongful dismissal, or other compensation or benefits relating to Assignor’s employees employed in the conduct of the Business;
 
(e)   any liability or claim for liability (whether in contract, in tort or otherwise, and whether or not successful) related to any lawsuit or threatened lawsuit or claim (including any claim for breach or non-performance of any contract) based upon actions, omissions or events relating to the Business; and
 
(f)   any liability, ongoing duty or obligation, or any claim for liability or performance of any ongoing duty or obligation arising under any and all contracts to which Assignor is a party, or which affect the Business or the Assets.
 
 
4

 
 
NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

DEBT CONVERSION AGREEMENT

TO:                      Murrayfield Limited

FROM:                Wishart Enterprises Limited (the "Company")


PURCHASE OF SHARES

1.           Subscription

1.1.           On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the “Subscriber”) hereby irrevocably agrees to convert the entire amount of principal and any accrued interest due pursuant to the Vendum Batteries Limited 12% Convertible Promissory Note in the aggregate amount of $50,000.00 and the Vendum Batteries Limited 12% Convertible Promissory Note in the aggregate amount of $25,000.00 (the “Debt”) into common shares of the Company (such subscription and agreement to convert being the “Subscription”), for an aggregate of 2,412,500 common shares of the Company (the “Shares”).

1.2.           On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to issue the Shares to the Subscriber in exchange for and upon the conversion of the Debt. The Subscriber hereby agrees that upon delivery of the Shares by the Company in accordance with the provisions of this Subscription Agreement, all amounts outstanding under the Debt, including unpaid principal and any accrued interest will be fully satisfied and extinguished, and the Subscriber will remise, release and forever discharge the Company and Vendum Batteries Limited and their respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations relating to the Debt and any prior or related obligation or agreement.

1.3.           Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America.

2.            Payment
 
2.1.           The Subscriber agrees to convert the Debt into Shares of the Company as provided herein.
 
 
 

 

3.            Documents Required from Subscriber
 
3.1.           The Subscriber must complete, sign and return to the Company the following documents:

(a)            Two (2) executed copies of this Subscription Agreement; and
 
(b)           An Accredited Investor Questionnaire in the form attached as Exhibit A (the “Questionnaire”);

3.2.           The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities and applicable law.

4.           Closing

4.1.           Closing of the transactions contemplated by this Subscription Agreement shall occur on or before April 22, 2010, or on such other date as may be mutually agreed by the Company and Subscriber (the “Closing Date”).

5.           Acknowledgements and Agreements of Subscriber
 
5.1                         The Subscriber acknowledges and agrees that:

(a)           None of the Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
 
(b)           Other than as contemplated herein, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
 
(c)           By completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an accredited investor as the term is defined in Rule 501 of Regulation D;
 
(d)           The decision to execute this Subscription Agreement and acquire the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
 
(e)           The Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
 
(f)           The books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
 
 
 

 
 
(g)           The Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement or the Questionnaire;
 
(h)           The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
 
(i)           None of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
 
(j)           The Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
 
(k)           The Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and (ii) applicable resale restrictions;
 
(l)           Neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
 
(m)           No documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
 
(n)           There is no government or other insurance covering any of the Shares;
 
(o)           This Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
 
6.           Representations, Warranties and Covenants of the Subscriber
 
6.1.           The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

(a)           It has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
 
 
 

 
 
(b)           The entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if the Subscriber is a corporate entity, the documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
 
(c)           The Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
 
(d)           The Subscriber has received and carefully read this Subscription Agreement;
 
(e)           The Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement;
 
(f)           The Subscriber is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws;
 
(g)           The Subscriber is acquiring the Shares as principal for investment only and not with a view to resale or distribution;
 
(h)           The Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
 
(i)           The Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
 
(j)           The Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;
 
(k)           The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and the Questionnaire and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
 
(l)           The Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
 
(m)           The Subscriber understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
 
 
 

 
 
(n)           By completing the Questionnaire, the Subscriber is representing and warranting that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D of the 1933 Act;
 
(o)           All information contained in the Questionnaire is complete and accurate and may be relied upon by the Company, and the Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Shares;
 
(p)           The Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
 
(q)           The Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
 
(r)           The Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
 
(s)           No person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares;  (iii) as to the future price or value of any of the Shares; or  (iv)  that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system; and
 
(t)           The Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement: (i) a fully completed and executed Questionnaire in the form attached hereto as Exhibit A, and (ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as a qualified investor.
 
7.           Representations and Warranties Will be relied upon by the Company
 
7.1.           The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that such representations and warranties may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to acquire the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the acquisition by the Subscriber of the Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such securities.
 
 
 

 

8.            Resale Restrictions
 
8.1.           The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

9.           Acknowledgement and Waiver
 
9.1.           The Subscriber has acknowledged that the decision to acquire the Shares was solely made on the basis of publicly available information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

10.           Legending and Registration of Subject Securities
 
10.1.           The Subscriber hereby acknowledges that a legend may be placed on the certificates representing the Shares to the effect that the Shares represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation.

10.2.           The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

11.           Governing Law
 
11.1.           This Subscription Agreement is governed by the laws of the State of Nevada.

12.            Survival
 
12.1.           This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto.

13.           Assignment
 
13.1.           This Subscription Agreement is not transferable or assignable.

14.           Severability
 
14.1.           The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.

15.           Entire Agreement
 
15.1.           Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.
 
 
 

 

16.           Counterparts and Electronic Means
 
16.1.           This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereinafter set forth.

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date of acceptance by the Company.

Murrayfield Limited (“Subscriber”)


By: /s/ Roger Knox

Name: Roger Knox
Its: authorized representative

 
_____________________________________
 (Address of Subscriber)

_____________________________________
(City, State or Province, Postal Code of Subscriber)

ACCEPTANCE

The foregoing Subscription Agreement is hereby accepted by Wishart Enterprises Limited


DATED the 3 rd day of May, 2010.


Wishart Enterprises Limited
 
 

By: /s/ Fraser Cottington
           Fraser Cottington
 
 
 

 
 
EXHIBIT A

ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement.

This Questionnaire is for use by the Subscriber who has indicated an interest in purchasing the Shares to be issued by Go All In, Inc. (the "Company"). The purpose of this Questionnaire is to assure the Company that the Subscriber will meet the standards imposed by the United States Securities Act of 1933 (the "1933 Act") and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the Shares or any other securities of the Company in any state other than those specifically authorized by the Company.

All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, the Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of the Securities hereunder.

The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies)

____           Category 1           An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000;

____           Category 2           A natural person whose individual net worth, or joint net worth with that person's spouse, on the date of purchase exceeds US $1,000,000;

____           Category 3           A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person's spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

____           Category 4            A "bank" as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors;
 
 
 

 

____           Category 5            A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States);

____           Category 6            A director or executive officer of the Company;

____           Category 7           A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act;
____           Category 8           An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories;

Note that the Subscriber claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years' federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber's status as an Accredited Investor.

If the Subscriber is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity:

The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the 3rd day of May, 2010.



Murrayfield Limited (“Subscriber”)



By: /s/ Roger Knox

Name: Roger Knox
Its: authorized representative
 
 
 

 

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS THAT TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

DEBT CONVERSION AGREEMENT

TO:                      Cornerstone Holdings, Ltd.

FROM:                Wishart Enterprises Limited (the "Company")
 
PURCHASE OF SHARES

1.           Subscription

1.1.           On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the undersigned (the “Subscriber”) hereby irrevocably agrees to convert the entire amount of principal and any accrued interest due pursuant to that certain Asset Purchase Agreement dated January 4, 2010 between Cornerstone Holdings, Ltd. and Vendum Batteries Limited in the aggregate amount of $490,000.00 (the “Debt”) into common shares of the Company (such subscription and agreement to convert being the “Subscription”), for an aggregate of 16,637,309 common shares of the Company (the “Shares”).

1.2.           On the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company hereby irrevocably agrees to issue the Shares to the Subscriber in exchange for and upon the conversion of the Debt. The Subscriber hereby agrees that upon delivery of the Shares by the Company in accordance with the provisions of this Subscription Agreement, all amounts outstanding under the Debt, including unpaid principal and any accrued interest will be fully satisfied and extinguished, and the Subscriber will remise, release and forever discharge the Company and Vendum Batteries Limited and their respective directors, officers, employees, successors, solicitors, agents and assigns from any and all obligations relating to the Debt and any prior or related obligation or agreement.

1.3.           Unless otherwise provided, all dollar amounts referred to in this Subscription Agreement are in lawful money of the United States of America.

2.            Payment
 
2.1.           The Subscriber agrees to convert the Debt into Shares of the Company as provided herein.
 
 
 

 

3.            Documents Required from Subscriber
 
3.1.           The Subscriber must complete, sign and return to the Company the following documents:
 
(a)            Two (2) executed copies of this Subscription Agreement; and
 
(b)           An Accredited Investor Questionnaire in the form attached as Exhibit A (the “Questionnaire”);

3.2.           The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any additional documents, questionnaires, notices and undertakings as may be required by any regulatory authorities and applicable law.

4.           Closing
 
4.1.           Closing of the transactions contemplated by this Subscription Agreement shall occur on or before April 22, 2010, or on such other date as may be mutually agreed by the Company and Subscriber (the “Closing Date”).

5.           Acknowledgements and Agreements of Subscriber
 
5.1                         The Subscriber acknowledges and agrees that:
 
(a)           None of the Shares have been or will be registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons, as that term is defined in Regulation S under the 1933 Act ("Regulation S"), except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
 
(b)           Other than as contemplated herein, the Subscriber acknowledges that the Company has not undertaken, and will have no obligation, to register any of the Shares under the 1933 Act;
 
(c)           By completing the Questionnaire, the Subscriber is representing and warranting that the Subscriber is an accredited investor as the term is defined in Rule 501 of Regulation D;
 
(d)           The decision to execute this Subscription Agreement and acquire the Shares agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company;
 
(e)           The Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;
 
(f)           The books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by the Subscriber during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the Shares hereunder have been made available for inspection by the Subscriber, the Subscriber's lawyer and/or advisor(s);
 
 
2

 
 
(g)           The Company is entitled to rely on the representations and warranties of the Subscriber contained in this Subscription Agreement and the Questionnaire and the Subscriber will hold harmless the Company from any loss or damage it or they may suffer as a result of the Subscriber's failure to correctly complete this Subscription Agreement or the Questionnaire;
 
(h)           The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained in this Subscription Agreement, the Questionnaire or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;
 
(i)           None of the Shares are listed on any stock exchange or automated dealer quotation system and no representation has been made to the Subscriber that any of the Shares will become listed on any stock exchange or automated dealer quotation system;
 
(j)           The Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act and in accordance with any other applicable securities laws;
 
(k)           The Subscriber has been advised to consult the Subscriber's own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: (i) any applicable laws of the jurisdiction in which the Subscriber is resident in connection with the distribution of the Shares hereunder, and (ii) applicable resale restrictions;
 
(l)           Neither the SEC nor any other securities commission or similar regulatory authority has reviewed or passed on the merits of any of the Shares;
 
(m)           No documents in connection with the sale of the Shares hereunder have been reviewed by the SEC or any state securities administrators;
 
(n)           There is no government or other insurance covering any of the Shares;
 
(o)           This Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.
6.           Representations, Warranties and Covenants of the Subscriber
 
6.1.           The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
 
(a)           It has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
 
 
3

 
 
(b)           The entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or, if the Subscriber is a corporate entity, the documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
 
(c)           The Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
 
(d)           The Subscriber has received and carefully read this Subscription Agreement;
 
(e)           The Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement;
 
(f)           The Subscriber is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws;
 
(g)           The Subscriber is acquiring the Shares as principal for investment only and not with a view to resale or distribution;
 
(h)           The Subscriber is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
 
(i)           The Subscriber has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
 
(j)           The Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;
 
(k)           The Subscriber understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and the Questionnaire and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, the Subscriber shall promptly notify the Company;
 
(l)           The Subscriber (i) is able to fend for him/her/itself in the Subscription; (ii) has such knowledge and experience in business matters as to be capable of evaluating the merits and risks of its prospective investment in the Shares; and (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;
 
(m)           The Subscriber understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
 
 
4

 
 
(n)           By completing the Questionnaire, the Subscriber is representing and warranting that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D of the 1933 Act;
 
(o)           All information contained in the Questionnaire is complete and accurate and may be relied upon by the Company, and the Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Shares;
 
(p)           The Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
 
(q)           The Subscriber understands and agrees that the Company will refuse to register any transfer of the Shares not made in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act;
 
(r)           The Subscriber is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;
 
(s)           No person has made to the Subscriber any written or oral representations: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares;  (iii) as to the future price or value of any of the Shares; or  (iv)  that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system; and
 
(t)           The Subscriber acknowledges and agrees that the Company shall not consider the Subscriber's Subscription for acceptance unless the undersigned provides to the Company, along with an executed copy of this Subscription Agreement: (i) a fully completed and executed Questionnaire in the form attached hereto as Exhibit A, and (ii) such other supporting documentation that the Company or its legal counsel may request to establish the Subscriber's qualification as a qualified investor.
7.           Representations and Warranties Will be relied upon by the Company
 
7.1.           The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that such representations and warranties may be relied upon by the Company and its legal counsel in determining the Subscriber's eligibility to acquire the Shares under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Shares under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Shares on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber on the Closing Date and that they will survive the acquisition by the Subscriber of the Shares and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such securities.
 
 
5

 

8.            Resale Restrictions
 
8.1.           The Subscriber acknowledges that any resale of the Shares will be subject to resale restrictions contained in the securities legislation applicable to the Subscriber or proposed transferee. The Subscriber acknowledges that none of the Shares have been registered under the 1933 Act or the securities laws of any state of the United States. None of the Shares may be offered or sold in the United States unless registered in accordance with United States federal securities laws and all applicable state and provincial securities laws or exemptions from such registration requirements are available.

9.           Acknowledgement and Waiver
 
9.1.           The Subscriber has acknowledged that the decision to acquire the Shares was solely made on the basis of publicly available information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Shares.

10.           Legending and Registration of Subject Securities
 
10.1.           The Subscriber hereby acknowledges that a legend may be placed on the certificates representing the Shares to the effect that the Shares represented by such certificates are subject to a hold period and may not be traded until the expiry of such hold period except as permitted by applicable securities legislation.

10.2.           The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Agreement.

11.           Governing Law
 
11.1.           This Subscription Agreement is governed by the laws of the State of Nevada.

12.            Survival
 
12.1.           This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Shares by the Subscriber pursuant hereto.

13.           Assignment
 
13.1.           This Subscription Agreement is not transferable or assignable.

14.           Severability
 
14.1.           The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.

15.           Entire Agreement
 
15.1.           Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Shares and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.
 
 
6

 

16.           Counterparts and Electronic Means
 
16.1.           This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument. Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereinafter set forth.

IN WITNESS WHEREOF the Subscriber has duly executed this Subscription Agreement as of the date of acceptance by the Company.

Cornerstone Holdings, Ltd. (“Subscriber”)



By: /s/ Laura Mouck

Name: Laura Mouck
Its: authorized representative



_____________________________________
 (Address of Subscriber)
 
_____________________________________
(City, State or Province, Postal Code of Subscriber)

ACCEPTANCE

The foregoing Subscription Agreement is hereby accepted by Wishart Enterprises Limited


DATED the 3 rd day of May, 2010.


Wishart Enterprises Limited
 
 

By: /s/ Fraser Cottington
Fraser Cottington
 
 
7

 
 
EXHIBIT A

ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement.

This Questionnaire is for use by the Subscriber who has indicated an interest in purchasing the Shares to be issued by Go All In, Inc. (the "Company"). The purpose of this Questionnaire is to assure the Company that the Subscriber will meet the standards imposed by the United States Securities Act of 1933 (the "1933 Act") and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Shares will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an offer of the Shares or any other securities of the Company in any state other than those specifically authorized by the Company.

All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, the Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of an exemption from registration in connection with the sale of the Securities hereunder.

The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of "Accredited Investors", as defined by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an "Accredited Investor" which the Subscriber satisfies)

____           Category 1           An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000;

____           Category 2           A natural person whose individual net worth, or joint net worth with that person's spouse, on the date of purchase exceeds US $1,000,000;

____           Category 3           A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person's spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

____           Category 4            A "bank" as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors;
 
 
8

 

____           Category 5            A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States);

____           Category 6            A director or executive officer of the Company;

____           Category 7           A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act;
____           Category 8           An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories;

Note that the Subscriber claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years' federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber's status as an Accredited Investor.

If the Subscriber is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity:

The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the 3rd day of May, 2010.


Cornerstone Holdings, Ltd. (“Subscriber”)



By: /s/ Laura Mouck

Name: Laura Mouck
Its: authorized representative
 
 
9

 
 
VENDUM BATTERIES LIMITED

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

DECEMBER 31, 2009

   
   
   
   
   
 
 
 

 
Silberstein Ungar, PLLC CPAs and Business Advisors                                                                                                                                                       
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors of
Vendum Batteries Limited
Woodley, Reading, United Kingdom

We have audited the accompanying balance sheet of Vendum Batteries Limited (the “Company”) as of December 31, 2009, and the related statements of operations, stockholder’s deficit, and cash flows for the period from November 16, 2009 (Date of Inception) through December 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vendum Batteries Limited as of December 31, 2009 and the results of its operations and its cash flows for the period from November 16, 2009 (Date of Inception) through December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has a working capital deficit, has received no revenue from sales of products or services, and has incurred losses from operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Silberstein Ungar, PLLC

Bingham Farms, Michigan
March 12, 2010
 
F-1

 
GRAPHIC1
VENDUM BATTERIES LIMITED
 (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF DECEMBER 31, 2009

ASSETS
December 31, 2009
Current Assets
 
Cash and cash equivalents
$ 46,330
Stock subscription receivable
  2
     
Total Assets
$ 46,332
     
LIABILITIES AND STOCKHOLDER'S DEFICIT
   
Liabilities
   
Current Liabilities
   
Accrued expenses and interest
$ 23,872
Convertible note payable
  50,000
     
Total Liabilities
  73,872
     
Stockholder's Deficit
   
Common stock, par value $2; 1 share authorized, 1 share issued and outstanding
  2
Cumulative translation adjustment
  (3,577)
Deficit accumulated during the development stage
  (23,965)
Total Stockholder's Deficit
  (27,540)
     
Total Liabilities and Stockholder's Deficit
$ 46,332
 
See accompanying notes to financial statements.
 
F-2

 
GRAPHIC1
VENDUM BATTERIES LIMITED
 (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO DECEMBER 31, 2009

 
For the period from
November 16, 2009
(Inception) to
December 31, 2009
   
REVENUES
$ 0
     
OPERATING EXPENSES
   
Professional fees
  3,500
Consulting fees
  20,157
General and administrative expenses
  308
     
TOTAL OPERATING EXPENSES
  23,965
     
NET LOSS FROM OPERATIONS
  (23,965)
     
PROVISION FOR INCOME TAXES
  0
     
NET LOSS
$ (23,965)
     
NET LOSS PER SHARE: BASIC AND DILUTED
$ (23,965)
     
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
  1

See accompanying notes to financial statements.
 
F-3

 
GRAPHIC1
VENDUM BATTERIES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDER’S DEFICIT
FOR THE PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO DECEMBER 31, 2009

 
Common stock
 
Cumulative Translation
 
Deficit
accumulated during the development
   
 
Shares
 
Amount
 
Adjustment
 
Stage
 
Total
                   
Inception, November 16, 2009
  -   $ -     -   $ -   $ -
                             
Shares issued to founder
  1     2     -     -     2
                             
Net loss and cumulative translation adjustment for the period ended December 31, 2009
  -     -     (3,577)     (23,965)     (27,542)
                             
Balance, December 31, 2009
  1   $ 2   $ (3,577)   $ (23,965)   $ (27,540)

See accompanying notes to financial statements.
 
F-4

 
GRAPHIC1
VENDUM BATTERIES LIMITED
 (A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO DECEMBER 31, 2009

 
For the period from
November 16, 2009
(Inception) to
December 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
 
Net loss and cumulative translation adjustment for the period
$ (23,965)
Adjustments to reconcile net loss to net cash (used in) operating activities:
   
Changes in assets and liabilities:
   
(Increase) in accounts receivable
  (4,812)
Increase in accrued expenses and interest
  23,872
CASH FLOWS USED IN OPERATING ACTIVITIES
  (4,905)
     
CASH FLOWS FROM INVESTING ACTIVITIES
   
Cumulative translation adjustment
  (3,577)
CASH FLOWS USED IN INVESTING ACTIVITIES
  (3,577)
     
CASH FLOWS FROM FINANCING ACTIVITIES
   
Proceeds from convertible note payable
  50,000
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
  50,000
     
NET INCREASE IN CASH
  41,518
Cash, beginning of period
  0
Cash, end of period
$ 41,518
     
SUPPLEMENTAL CASH FLOW INFORMATION:
   
Interest paid
$ 0
Income taxes paid
$ 0
SUPPLEMENTAL NON-CASH TRANSACTIONS
   
Stock issued for stock subscription receivable
$ 2
 
See accompanying notes to financial statements.
 
F-5

 
GRAPHIC1
VENDUM BATTERIES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Vendum Batteries Limited (the "Company") was incorporated under the laws of the United Kingdom on November 16, 2009.  Vendum Batteries is an environmentally friendly mobile battery company with the sole focus on identifying, evaluating, acquiring, developing and partnering for the commercialization of proprietary eco-friendly power sources. The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, “Development Stage Enterprises” (ASC 915-10).

NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has a working capital deficit, and has incurred losses since inception resulting in an accumulated deficit of $23,965 as of December 31, 2009, and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Use of Estimates and Assumptions
The  preparation  of  financial  statements  in conformity with accounting principles generally  accepted  in  the  United States requires  management  to  make   estimates and assumptions that  affect  the reported amounts of  assets and liabilities and disclosure of contingent assets and liabilities at  the  date  of  the  financial  statements  and the reported amounts of  revenues and expenses  during  the  reporting  period. Actual results could differ from those estimates.

Foreign Currency Translation
The Company's functional currency is the Pound Sterling and its reporting currency is the United States dollar.

Financial Instruments
The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting).  The Company has adopted a December 31 fiscal year end.
 
 
F-6

 
GRAPHIC1
VENDUM BATTERIES LIMITED
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes
Income taxes are accounted for under the assets and liability method.  Deferred  tax  assets  and  liabilities are recognized for the estimated future tax consequences attributable  to differences between the financial statement carrying amounts of existing  assets  and  liabilities and their respective  tax  bases and operating loss and tax credit  carry  forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2009.

Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the year ended December 31, 2009.

Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R) (ASC 718).  To date, the Company has not adopted a stock option plan and has not granted any stock options.

As of December 31, 2009, the Company has not issued any stock-based payments to its employees.
 
 
F-7

 
GRAPHIC1
VENDUM BATTERIES LIMITED
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements
In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on the Company’s financial statements as of that date or for the quarter or year-to-date period then ended.

In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” or ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 nd interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and presented.

As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

NOTE 4 – ACCRUED EXPENSES AND INTEREST

Accrued expenses and interest at December 31, 2009 consisted of the following:

Accounting fees
$ 3,500
Interest
  345
Consulting fees
  20,027
Total accrued expenses and interest
$ 23,872

 
F-8

 
GRAPHIC1
VENDUM BATTERIES LIMITED
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009

NOTE 5 – CONVERTIBLE NOTE PAYABLE

On December 10, 2009, a related party issued the company a 12% convertible note payable of $50,000. Interest will accrue beginning from the date of the loan however no interest is due until the loan comes due on December 10, 2010.  Accrued interest payable to a related party totaled $345 at December 31, 2009.

The loan may be converted into the Company’s common stock at any point during the term of the loan by the note holder. The number of shares to be issued will be determined by the fair market value of the common stock on the date of the conversion. If fair market value is not determinable at the conversion date the stock will be converted based on the lesser of either the share price of the last private offering or the thirty day average of the Company’s stock in the event a public listing has taken place.

The balance of the convertible note as of December 31, 2009 was $50,000.

NOTE 6 – COMMON STOCK

The authorized capital of the Company is 1 common share with a par value of $2 per share.

On November 17, 2009, the Company issued 1 share of common stock for total proceeds of $2.  As of December 31, 2009 the proceeds had not been collected. The funds for the stock were deposited into the company bank account on March 4, 2010.

There was 1 share of common stock issued and outstanding as of December 31, 2009.

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge.  There is no obligation for the officer to continue this arrangement.  Such costs are immaterial to the financial statements and accordingly are not reflected herein.  The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

The Company has entered into two consulting agreements as of December 31, 2009. The following are minimum annual payments due under those agreements:

December 31, 2010
$ 115,000
December 31, 2011
  0
December 31, 2012
  0
December 31, 2013
  0
December 31, 2014
  0
 
 
F-9

 
GRAPHIC1
VENDUM BATTERIES LIMITED
 (A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2009

NOTE 8 – INCOME TAXES

As of December 31, 2009, the Company had net operating loss carry forwards of approximately $23,965 that may be available to reduce future years’ taxable income through 2029. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for the Corporation tax in the United Kingdom consists of the following:

 
December 31, 2009
Refundable Corporation income tax attributable to:
 
Current Operations
$ 5,033
Less: valuation allowance
  (5,033)
Net provision for Corporation income taxes
$ 0

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

 
December 31, 2009
Deferred tax asset attributable to:
 
Net operating loss carryover
$ 5,033
Less: valuation allowance
  (5,033)
Net deferred tax asset
$ 0

NOTE 9 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to December 31, 2009.

On January 4, 2010 the Company entered into an asset purchase agreement with Cornerstone Holdings Ltd. The Company agreed to purchase all intellectual property from the seller for total proceeds of $500,000.  The Company paid a $10,000 deposit on January 6, 2010.  The remaining $490,000 is to be paid in varying installments over the next 21 months.  The rights, title and interest of the intellectual property was transferred to the Company on the date of the first $10,000 payment.

In the event the Company fails to pay according to the terms of the agreement, the seller can elect to convert the remaining balance due into restricted common shares of the Company based on the fair market value of the stock.
 
 
F-10

 
VENDUM BATTERIES LIMITED

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

MARCH 31, 2010

   
   
   
   
 
 
 

 
VENDUM BATTERIES LIMITED
 (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
AS OF MARCH 31, 2010 (UNAUDITED) AND DECEMBER 31, 2009 (AUDITED)

ASSETS
March 31, 2010 (Unaudited)
 
December 31, 2009 (Audited)
Current Assets
     
Cash and cash equivalents
$ 7,065   $ 46,330
Stock subscription receivable
  0     2
Total Current Assets
  7,065     46,332
           
Other Assets
         
Intellectual property
  500,000     0
           
Total Assets
$ 507,065   $ 46,332
           
LIABILITIES AND STOCKHOLDER'S DEFICIT
         
Liabilities
         
Current Liabilities
         
Accrued expenses and interest
$ 11,066   $ 23,872
Shareholder loan
  505     0
Note payable – current portion
  190,000     0
Convertible note payable
  75,000     50,000
Total Current Liabilities
  276,571     73,872
           
Long – Term Liabilities
         
Note payable
  300,000     0
           
Total Liabilities
  576,571     73,872
           
Stockholder's Deficit
         
Common stock, par value $2; 1 share authorized, 1 share issued and outstanding
  2     2
Cumulative translation adjustment
  (474)     (3,577)
Deficit accumulated during the development stage
  (69,034)     (23,965)
Total Stockholder's Deficit
  (69,506)     (27,540)
           
Total Liabilities and Stockholder's Deficit
$ 507,065   $ 46,332
 
See accompanying notes to financial statements.
 
F-1

 
VENDUM BATTERIES LIMITED
 (A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 2010
FOR THE PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO MARCH 31, 2010

 
For the three months ended March 31, 2010
 
For the period from
November 16, 2009
(Inception) to
March 31, 2010
       
REVENUES
$ 0   $ 0
           
OPERATING EXPENSES
         
Professional fees
  385     3,885
Consulting fees
  36,828