175SECURITIES 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):   June 7, 2010

Vendum Batteries Inc.
(Exact name of registrant as specified in its charter)

NV
333-149197
39-2068976
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

400 Thames Valley Park Drive , Reading, Berkshire
RG6 1PT
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:   +44 118 380 0895

_____________________________
(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))

 
 
 

ITEM 1.01     Entry Into a Material Definitive Agreement

On June 7, 2010, we entered into an Advisory Board Member Agreement (the “Agremeent”) with Peter J. Skabara.  Per the terms of the Agreement, Mr. Skabara shall serve for a period of 12 months as an advisor to our company for technical issues with our battery products, and other advisory services as determined from time to time by the Board of Directors.

As consideration for the Agreement, Mr. Skabara will receive a one-time payment of 0.5% shares of our common stock and a monthly retainer fee of $2230.00.

The description of the foregoing Agreement is a brief summary only and is qualified in its entirety by the terms set forth therein, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

ITEM 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

ITEM 3.02     Unregistered Sales of Equity Securities

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Exemption From Registration. The shares of common stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2) of the Securities Act of 1933, as amended, (“Securities Act”), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of common stock were issued (each such person, an “Investor”) confirmed to us that he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) the Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) the Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.
 
ITEM 9.01.      Financial Statements and Exhibits.
 
Exhibit No.
Description

 
 
 
 
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 hereunto duly authorized.

Vendum Batteries Inc.


/s/ Fraser Cottington
Fraser Cottington
Chief Executive Officer

Date: June 23, 2010
Vendum Batteries Inc.
 
Accounting Worx Suite, 400 Thames Valley Park Drive, Reading RG6 1PT
 
07/06/2010
 
Private & Confidential
 
Professor Peter J Skabara : C/O Department of Pure Applied Chemistry, Strathclyde University, 295 Cathedral Street, Glasgow, G1 1XL
 
Dear Peter,
 
I am pleased to confirm the terms of your appointment as a non-executive member of the Advisory Board of the Company:
 
1.  
This letter records the terms on which you are to serve as a non-executive member of the Advisory Board of the Company from 11/06/2010.
 
2.  
Your appointment on the terms set out in this letter, is for an initial period of 12 months from 11/06/2010, although either party may give the other three months' notice in writing to terminate your appointment at any time.
 
3.  
You will return all property of the Company in your possession on the expiry or termination of this appointment.
 
4.  
You will be entitled to payment for your services as a non-executive member of the Advisory Board of a fee to be agreed with the consultancy company providing your services under a separate agreement, such fee to accrue from day to day and to be payable monthly in arrears subject to the deduction of tax and national insurance contributions as appropriate. You accept that such separate agreement and fee shall commence once the Company has been funded from its proposed initial round of fund raising, with the level of fee and commitment to be negotiated in good faith at that time. You will be entitled to participate in any share option arrangements, which the Company puts in place.  As initial consideration for your non-executive services hereunder, the Company shall procure that you receive a number of shares (to be confirmed when shares are issued) in the Company (i.e. 0.5% of the current issued share capital).
 
5.  
Remuneration will be paid in the form of a monthly retainer fee (the " Base Salary ") which shall be at a rate of one thousand five hundred pounds (£1,500) per month and shall be paid on receipt of an invoice from you in accordance with the Corporation's regular payroll practices in effect from time to time, but not less frequently than in monthly installments. The 'base salary' will be paid for 10 hours of your time per month. In addition to the 'base salary' you will be paid at a rate of seventy five pounds (£75.00) per hour for any work undertaken for Vendum Batteries Inc.
 
6.  
Roles and responsibilities will include advising the board on technical viability and capabilities of proposed battery design(s), managing the specifications and production of prototypes, providing technical assistance in answering investor conference calls and discussions and establishing objectives for technical milestones, timetables and any relevant R&D considerations for creating commercially viable battery production capabilities.
 
7.  
In the event that you are called on or requested to perform any special duties or responsibilities outside your ordinary duties as member of the Advisory Board, the Board may agree to pay you special remuneration.
 
8.  
In addition, you will be entitled to be repaid all travel, accommodation, and other reasonable expenses (including without limitation mobile telephone expenses) properly incurred in connection with your duties as non-executive member of the Advisory Board.
 
9.  
As a non-executive member of the Advisory Board you will perform the duties normally attendant on that office, including (without limitation) attending Advisory Board meetings, which are normally held quarterly, on such dates as will be notified to you. Non-executive members of the Advisory Board are expected to work with and through the Advisory Board; they are not expected to undertake executive duties or to assume executive responsibilities.
 
 
 
 
 
10.  
During the term of your appointment you may not (except with the prior sanction of a resolution of the Board) be directly or indirectly employed, engaged, concerned or interested in, or hold any office in, any business or undertaking which competes directly in the same country with any of the businesses of the Company (or Group) or is a significant customer or supplier of any such businesses. For the purposes of this letter "Company" or "Group" shall mean the Company and any subsidiary or subsidiary undertaking (such terms having the respective meanings assigned thereto by sections 736 and 258 of the Companies Act 1985, as amended) of it as exists from time to time. However, this shall not prohibit you from holding (directly or through nominees) investments listed or admitted to trading on the Official List of the United Kingdom Listing Authority ("UKLA") or in the AiM Market of the London Stock Exchange Pic ("AIM") or on any other recognized investment exchange so long as you do not hold more than 5 per cent of the issued shares or other securities of any class of anyone company without the prior sanction of a resolution of the Board.
 
11.  
Both during the term of your appointment and after its termination you will observe the obligations of confidentiality, which are attendant on the office of member of the Advisory Board.
 
12.  
Nothing in this letter is deemed to make you an employee of the Company.
 
13.  
This agreement may be executed in two or more counterparts and the counterparts shall together constitute one agreement provided that each party has executed one or more counterparts.
 
Kindly confirm your agreement to the terms set out above by signing the endorsement on the enclosed copy of this letter and returning the copy to me at the above address.
 
Yours sincerely
 

 
/s/ Fraser Cottington
 
CEO
 
For and on behalf of Vendum Batteries Inc.
 
I accept my appointment as a non-executive member of the Advisory Board of the Company on the terms set out above
 

 
/s/ Peter Skabara
 
Dated: 16/06/10