[X]
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended
June 30, 2010
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[ ]
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from
__________
to
__________
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Commission File Number:
333-149197
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Nevada
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39-2068976
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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400 Thames Valley Park Drive , Reading, Berkshire RG6 1PT
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(Address of principal executive offices)
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+44 118 380 0895
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(Registrant’s telephone number)
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_______________________________________________________________
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(Former name, former address and former fiscal year, if changed since last report)
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[ ] Large accelerated filer Accelerated filer
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[ ] Non-accelerated filer
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[X] Smaller reporting company
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TABLE
OF CONTENTS
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Page
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PART I – FINANCIAL INFORMATION
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3 | ||
4 | ||
7 | ||
7 | ||
PART II – OTHER INFORMATION
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8 | ||
8 | ||
8 | ||
8 | ||
8 | ||
8 | ||
8 |
Our financial statements included in this Form 10-Q are as follows:
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ASSETS
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June 30, 2010
(Unaudited)
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December 31, 2009
(Audited)
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||||
Current Assets
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||||||
Cash and cash equivalents
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$ | 2,910 | $ | 46,330 | ||
Stock subscription receivable
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0 | 2 | ||||
Total Current Assets
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2,910 | 46,332 | ||||
Other Assets
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||||||
Intellectual property
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500,000 | 0 | ||||
Total Assets
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$ | 502,910 | $ | 46,332 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
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||||||
Liabilities
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||||||
Current Liabilities
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||||||
Accrued expenses
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$ | 44,834 | $ | 23,872 | ||
Shareholder loan
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505 | 0 | ||||
Convertible note payable – related party
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25,000 | 50,000 | ||||
Total Current Liabilities
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70,339 | 73,872 | ||||
Total Liabilities
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70,339 | 73,872 | ||||
Stockholders’ Equity (Deficit)
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||||||
Common stock, par value $.001; 150,000,000 shares authorized, 99,999,993 shares issued and outstanding
(December 31, 2009 – par value $ 2, 1 share authorized, 1 share issued and outstanding)
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100,000 | 2 | ||||
Additional paid in capital
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465,002 | 0 | ||||
Cumulative translation adjustment
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(2,256 | ) | (3,577) | |||
Deficit accumulated during the development stage
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(130,175 | ) | (23,965) | |||
Total Stockholders’ Equity (Deficit)
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432,571 | (27,540) | ||||
Total Liabilities and Stockholders’ Equity (Deficit)
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$ | 502,910 | $ | 46,332 |
For the three months ended
June 30, 2010
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For the six months ended
June 30, 2010
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For the period from
November 16, 2009
(Inception) to
June 30, 2010
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||||||||
REVENUES
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$ | 0 | $ | 0 | $ | 0 | ||||
OPERATING EXPENSES
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||||||||||
Professional fees
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8,919 | 9,304 | 12,804 | |||||||
Consulting fees
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44,038 | 80,866 | 101,023 | |||||||
General and administrative expenses
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8,184 | 16,040 | 16,348 | |||||||
TOTAL OPERATING EXPENSES
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61,141 | 106,210 | 130,175 | |||||||
NET LOSS FROM OPERATIONS
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(61,141 | ) | (106,210 | ) | (130,175) | |||||
PROVISION FOR INCOME TAXES
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0 | 0 | 0 | |||||||
NET LOSS
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$ | (61,141 | ) | $ | (106,210 | ) | $ | (130,175) | ||
NET LOSS PER SHARE: BASIC AND DILUTED
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$ | (0.00 | ) | $ | (0.00 | ) | ||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
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64,835,162 | 32,596,685 |
Common stock
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Additional
Paid in
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Cumulative Translation
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Deficit accumulated during the development
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|||||||||||||||||||
Shares
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Amount
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Capital
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Adjustment
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Stage
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Total
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Inception, November 16, 2009
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- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
Shares issued to founder
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1 | 2 | - | - | - | 2 | ||||||||||||||||
Net loss and cumulative translation adjustment for the period ended December 31, 2009
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- | - | - | (3,577 | ) | (23,965 | ) | (27,542) | ||||||||||||||
Balance, December 31, 2009
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1 | 2 | 0 | (3,577 | ) | (23,965 | ) | (27,540) | ||||||||||||||
Shares cancelled in reverse merger
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(1 | ) | (2 | ) | 2 | 0 | ||||||||||||||||
Shares issued on recapitalization
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79,150,463 | 79,150 | (79,150 | ) | - | - | 0 | |||||||||||||||
Shares cancelled by founder
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(62,459,540 | ) | (62,459 | ) | 62,459 | - | - | 0 | ||||||||||||||
Shares issued for debt
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19,049,809 | 19,050 | 545,950 | - | - | 565,000 | ||||||||||||||||
Effect of 2.7979 forward stock split
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64,259,261 | 64,259 | (64,259 | ) | - | - | 0 | |||||||||||||||
Net loss and cumulative translation adjustment for the six months ended June 30, 2010
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- | - | - | 1,321 | (106,210 | ) | (104,889) | |||||||||||||||
Balance, June 30, 2010
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99,999,993 | $ | 100,000 | $ | 465,002 | $ | (2,256 | ) | $ | (130,175 | ) | $ | 432,571 |
For the six months ended
June 30, 2010
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For the period
from November 16, 2009 (Inception) to June 30, 2010
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss and cumulative translation adjustment for the period
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$ | (106,210 | ) | $ | (130,175) | |
Adjustments to reconcile net loss to net cash (used in) operating activities:
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Changes in assets and liabilities:
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Decrease in accounts receivable
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4,812 | 0 | ||||
Increase in accrued expenses
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20,962 | 44,834 | ||||
CASH FLOWS USED IN OPERATING ACTIVITIES
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(80,436 | ) | (85,341) | |||
CASH FLOWS FROM INVESTING ACTIVITIES
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Cumulative translation adjustment
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1,321 | (2,256) | ||||
Acquisition of intellectual property
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(10,000 | ) | (10,000) | |||
CASH FLOWS USED IN INVESTING ACTIVITIES
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(8,679 | ) | (12,256) | |||
CASH FLOWS FROM FINANCING ACTIVITIES
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||||||
Proceeds collected from stock subscription receivable
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2 | 2 | ||||
Proceeds from shareholder loan
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505 | 505 | ||||
Proceeds from convertible note payable
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50,000 | 100,000 | ||||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
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50,507 | 100,507 | ||||
NET INCREASE (DECREASE) IN CASH
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(38,608 | ) | 2,910 | |||
Cash, beginning of period
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41,518 | 0 | ||||
Cash, end of period
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$ | 2,910 | $ | 2,910 | ||
SUPPLEMENTAL CASH FLOW INFORMATION:
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Interest paid
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$ | 0 | $ | 0 | ||
Income taxes paid
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$ | 0 | $ | 0 | ||
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING TRANSACTIONS:
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Stock issued for stock subscription receivable
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$ | 0 | $ | 2 | ||
Note issued for acquisition of intellectual property
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$ | 490,000 | $ | 490,000 | ||
Shares issued for debt
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$ | 595,000 | $ | 595,000 |
June 30, 2010
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December 31, 2009
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Accounting fees
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$ | 1,500 | $ | 3,500 | |
Interest
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4,688 | 345 | |||
Consulting fees
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38,098 | 20,027 | |||
General and administrative
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548 | 0 | |||
Total accrued expenses
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$ | 44,834 | $ | 23,872 |
June 30, 2010
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December 31, 2009
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Refundable Corporation income tax attributable to:
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Current Operations
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$ | 36,000 | $ | 5,033 | |
Less: valuation allowance
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(36,000) | (5,033) | |||
Net provision for Corporation income taxes
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$ | 0 | $ | 0 |
June 30, 2010
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December 31, 2009
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Deferred tax asset attributable to:
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Net operating loss carryover
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$ | 41,033 | $ | 5,033 | |
Less: valuation allowance
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(41,033) | (5,033) | |||
Net deferred tax asset
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$ | 0 | $ | 0 |
June 30, 2011
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$ | 85,000 |
Exhibit
Number
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Description of Exhibit
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Vendum Batteries Inc.
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Date:
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August 16, 2010
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By:
/s/ Fraser Cottington
Fraser Cottington
Title:
Chief Executive Officer and Director
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2010 of Vendum Batteries Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 16, 2010
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/s/ Fraser Cottington
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By: Fraser Cottington
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Title: Chief Executive Officer
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1.
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I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2010 of Vendum Batteries Inc. (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: August 16, 2010
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/s/ Fraser Cottington
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By: Fraser Cottington
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Title: Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.
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By:
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/s/ Fraser Cottington
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Name:
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Fraser Cottington
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Title:
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Principal Executive Officer,
Principal Financial Officer and Director
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Date:
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August 16, 2010
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