[X]
|
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended
December 31, 2010
|
|
[ ]
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
|
For the transition period from _________ to ________
|
|
Commission file number
:
333-149197
|
Vendum Batteries, Inc.
|
(Exact name of registrant as specified in its charter)
|
Nevada
|
39-2068976
|
(State or other jurisdiction of incorporation or organization)
|
(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:
+44 118 380 0895
|
Securities registered under Section 12(b) of the Exchange Act:
|
|
Title of each class
|
Name of each exchange on which registered
|
none
|
not applicable
|
Securities registered under Section 12(g) of the Exchange Act:
|
|
Title of each class
|
|
none
|
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.
|
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.
|
1.
|
To acquire the percentages of companies needed to fulfil our 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
|
Patent #
|
Description
|
|
GB0912052.8
|
Cellulose based paper battery with integrated nanotubes.
|
Fiscal Year Ending December 31, 2010
|
||||
Quarter Ended
|
High $ (1)
|
Low $ (1)
|
||
December 31, 2010
|
.92
|
.1
|
||
September 30, 2010
|
2.99
|
0
|
||
June 30, 2010
|
1.4
|
0.75
|
||
March 31, 2010
|
.7
|
0
|
Fiscal Year Ending December 31, 2009
|
||||
Quarter Ended
|
High $
|
Low $
|
||
December 31, 2009
|
.6
|
0
|
||
September 30, 2009
|
.05
|
0
|
||
June 30, 2009
|
.08
|
0
|
||
March 31, 2009
|
.08
|
0
|
1.
|
we would not be able to pay our debts as they become due in the usual course of business, or;
|
2.
|
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
|
Audited Financial Statements:
|
|
ASSETS
|
2010
|
2009
|
|||||
Current Assets
|
|||||||
Cash and cash equivalents
|
$ | 21,766 | $ | 46,330 | |||
Stock subscription receivable
|
0 | 2 | |||||
Total Current Assets
|
21,766 | 46,332 | |||||
Other Asset
|
|||||||
Intellectual property
|
200,000 | 0 | |||||
Total Assets
|
$ | 221,766 | $ | 46,332 | |||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
|||||||
Liabilities
|
|||||||
Current Liabilities
|
|||||||
Accrued expenses
|
$ | 157,605 | $ | 8,771 | |||
Accrued expenses – related party
|
8,680 | 14,756 | |||||
Accrued interest – related parties
|
7,188 | 345 | |||||
Due to director
|
505 | 0 | |||||
Convertible notes payable – related parties
|
75,000 | 50,000 | |||||
Total Liabilities
|
248,978 | 73,872 | |||||
Stockholders' Deficit
|
|||||||
Common stock, par value $.001, 750,000,000 shares authorized, 500,499,965 shares issued and outstanding
(2009 – par value $2; 14 shares issued and outstanding)
|
500,500 | 2 | |||||
Additional paid-in capital
|
134,502 | 0 | |||||
Cumulative translation adjustment
|
(2,873 | ) | (3,577 | ) | |||
Deficit accumulated during the development stage
|
(659,341 | ) | (23,965 | ) | |||
Total Stockholders' Deficit
|
(27,212 | ) | (27,540 | ) | |||
Total Liabilities and Stockholders' Deficit
|
$ | 221,766 | $ | 46,332 |
Year ended December 31, 2010
|
Period ended December 31, 2009
|
Period from November 16, 2009 (Inception) to December 31, 2010
|
||||||||||
REVENUES
|
$ | 0 | $ | 0 | $ | 0 | ||||||
OPERATING EXPENSES
|
||||||||||||
Professional fees
|
42,347 | 3,500 | 45,847 | |||||||||
Consulting fees
|
258,313 | 19,812 | 278,125 | |||||||||
General and administrative expenses
|
27,873 | 308 | 28,181 | |||||||||
TOTAL OPERATING EXPENSES
|
328,533 | 23,620 | 352,153 | |||||||||
NET LOSS FROM OPERATIONS
|
(328,533 | ) | (23,620 | ) | (352,153 | ) | ||||||
OTHER INCOME (EXPENSE)
|
||||||||||||
Interest expense
|
6,843 | 345 | 7,188 | |||||||||
Impairment of intellectual property
|
300,000 | 0 | 300,000 | |||||||||
TOTAL OTHER INCOME (EXPENSE)
|
(306,843 | ) | 345 | (307,188 | ) | |||||||
LOSS BEFORE PROVISION FOR INCOME TAXES
|
(635,376 | ) | (23,965 | ) | (659,341 | ) | ||||||
PROVISION FOR INCOME TAXES
|
0 | 0 | 0 | |||||||||
NET LOSS
|
$ | (635,376 | ) | $ | (23,965 | ) | $ | (659,341 | ) | |||
NET LOSS PER SHARE: BASIC AND DILUTED
|
$ | (0.00 | ) | $ | (0.00 | ) | ||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
|
332,960,255 | 8,500,023 |
Common stock
|
Additional
paid-in
|
Cumulative translation
|
Deficit accumulated during the development
|
|||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Adjustment
|
Stage
|
Total
|
|||||||||||||||||||
Inception, November 16, 2009
|
- | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||
Shares issued to founder
|
14 | 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
|
14 | 2 | 0 | (3,577 | ) | (23,965 | ) | (27,540 | ) | |||||||||||||||
Shares cancelled in reverse merger
|
(14 | ) | (2 | ) | 2 | - | - | 0 | ||||||||||||||||
Shares issued in merger
|
8,500,023 | 608 | (608 | ) | - | - | 0 | |||||||||||||||||
Shares issued on recapitalization
|
1,098,786,657 | 78,543 | (78,543 | ) | - | - | 0 | |||||||||||||||||
Shares cancelled by former officer
|
(873,786,635 | ) | (62,459 | ) | 62,459 | - | - | 0 | ||||||||||||||||
Shares issued for conversion of debt
|
33,750,013 | 2,413 | 72,587 | - | - | 75,000 | ||||||||||||||||||
Shares issued for conversion of debt
|
232,749,907 | 16,637 | 473,363 | - | - | 490,000 | ||||||||||||||||||
Stock split
|
- | 64,258 | (64,258 | ) | - | - | 0 | |||||||||||||||||
Shares issued for cash
|
500,000 | 100 | 69,900 | - | - | 70,000 | ||||||||||||||||||
Stock split
|
- | 400,400 | (400,400 | ) | - | - | 0 | |||||||||||||||||
Net loss and cumulative translation adjustment for the period ended December 31, 2010
|
- | - | - | 704 | (635,376 | ) | (634,672 | ) | ||||||||||||||||
Balance, December 31, 2010
|
500,499,965 | $ | 500,500 | $ | 134,502 | $ | (2,873 | ) | $ | (659,341 | ) | $ | (27,212 | ) |
Year ended December 31, 2010
|
Period ended December 31, 2009
|
Period from November 16, 2009 (Inception) to December 31, 2010
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss for the period
|
$ | (635,376 | ) | $ | (23,965 | ) | $ | (659,341 | ) | |||
Adjustments to reconcile net loss to net cash (used in) operating activities:
|
||||||||||||
Impairment of intellectual property
|
300,000 | 0 | 300,000 | |||||||||
Changes in assets and liabilities:
|
||||||||||||
Increase in accrued expenses
|
148,834 | 8,771 | 157,605 | |||||||||
Increase (decrease) in accrued expenses – related party
|
(6,076 | ) | 14,756 | 8,680 | ||||||||
Increase in accrued interest – related parties
|
6,843 | 345 | 7,188 | |||||||||
Cash Flows Used in Operating Activities
|
(185,775 | ) | (93 | ) | (185,868 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Cash paid to acquire intellectual property
|
(10,000 | ) | 0 | (10,000 | ) | |||||||
Cash Flows Used in Investing Activities
|
(10,000 | ) | 0 | (10,000 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Proceeds from due to director
|
505 | 0 | 505 | |||||||||
Cash received for stock subscription receivable
|
2 | 0 | 2 | |||||||||
Proceeds from convertible note payable
|
100,000 | 50,000 | 150,000 | |||||||||
Proceeds from the sale of common stock
|
70,000 | 0 | 70,000 | |||||||||
Cash Flows Provided by Financing Activities
|
170,507 | 50,000 | 220,507 | |||||||||
Exchange rate effect on cash and cash equivalents
|
704 | (3,577 | ) | (2,873 | ) | |||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
(24,564 | ) | 46,330 | 21,766 | ||||||||
Cash and cash equivalents, beginning of period
|
46,330 | 0 | 0 | |||||||||
Cash and cash equivalents, end of period
|
$ | 21,766 | $ | 46,330 | $ | 21,766 | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||||||
Interest paid
|
$ | 0 | $ | 0 | $ | 0 | ||||||
Income taxes paid
|
$ | 0 | $ | 0 | $ | 0 | ||||||
SUPPLEMENTAL NON-CASH TRANSACTIONS
|
||||||||||||
Stock issued for stock subscription receivable
|
$ | 0 | $ | 2 | $ | 2 | ||||||
Note payable issued to acquire intellectual property
|
$ | 490,000 | $ | 0 | $ | 490,000 | ||||||
Convertible notes payable converted to common stock
|
$ | 75,000 | $ | 0 | $ | 75,000 | ||||||
Note payable settled in common stock
|
$ | 490,000 | $ | 0 | $ | 565,000 |
2010
|
2009
|
|
Professional fees
|
$ 16,925
|
$ 3,500
|
Consulting fees
|
140,680
|
5,271
|
Total accrued expenses
|
$ 157,605
|
$ 8,771
|
December 31, 2011
|
$ | 25,125 | ||
2012
|
0 | |||
2013
|
0 | |||
2014
|
0 | |||
2015
|
0 | |||
Total
|
$ | 25,125 |
2010
|
2009
|
|||||||
Federal income tax attributable to:
|
||||||||
Current Operations
|
$ | 216,028 | $ | 5,033 | ||||
Less: valuation allowance
|
(216,028 | ) | (5,033 | ) | ||||
Net provision for Corporation income taxes
|
$ | 0 | $ | 0 |
2010
|
2009
|
|||||||
Deferred tax asset attributable to:
|
||||||||
Net operating loss carryover
|
$ | 221,061 | $ | 5,033 | ||||
Less: valuation allowance
|
(221,061 | ) | (5,033 | ) | ||||
Net deferred tax asset
|
$ | 0 | $ | 0 |
Name
|
Age
|
Office(s) Held
|
Fraser Cottington
|
44
|
President, Chief Executive Officer, Chief Financial Officer and Director
|
SUMMARY COMPENSATION TABLE
|
|||||||||
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total
($)
|
Fraser Cottington
President,
Chief Executive Officer,
Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer,
Principal Accounting Officer and Director
|
2010
2009
|
$86,320
$14,720
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
$86,320
$14,720
|
Barbara Lamb
Former Chief Executive Officer, Former President, Former Principal Accounting Officer and Former Director
|
2010
2009
|
0
$1,668
|
0
0
|
0
0
|
0
0
|
0
0
|
0
0
|
0
$6,554
(1)
|
0
$8,222
|
(1)
|
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 $6,554 for the year ended December 31, 2009.
|
§
|
Vendum Batteries shall pay fees to the Consultant at an hourly rate agreed to by and between the parties and based on a periodic budget that will be established by Vendum Batteries from time-to-time, payable no later than 7 days after the date of invoice received from the Consultant.
|
§
|
Vendum Batteries shall grant stock options equivalent to 1.5% of the issued and outstanding shares 30 days after the company has successfully completed its listing and commences trading of its shares of common stock with a designated trading symbol. The stock options shall expire ten (10) years from the effective date and shall vest in incremental periods as reflected below (each, hereinafter the "Vesting Date"). The exercise price at each Vesting Date shall be the thirty-day weighted average price of the Company's shares of common stock prior to each of the respective Vesting Date. The Vesting Date of the Stock Options is as follows: (i) 0.5% Stock Options shall vest on the 30 days after the Trading Date; (ii) 0.5% Stock Options shall vest 180 days from the Trading Date; (Hi) 0.5% Stock Options shall vest at the one year anniversary date of the Trading Date.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
OPTION AWARDS
|
STOCK AWARDS | ||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or Units
of
Stock That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
|
Fraser Cottington
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Barbara Lamb
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
DIRECTOR COMPENSATION
|
|||||||
Name
|
Fees Earned or
Paid in
Cash
($)
|
Stock Awards
($)
|
Option Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Fraser Cottington
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Barbara Lamb
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Beneficial owner
|
Number of shares beneficially owned
(1)
|
Post-Offering Maximum Amount
|
Officers and Directors
|
||
Fraser Cottington
|
8,500,020
|
1.69%
|
Officers and Directors collectively
|
8,500,020
|
1.69%
|
5 Percent Shareholders
|
||
Cornerstone Holdings, Inc.
Office 404 4
th
Floor Albany House 324/326
Regent Street London, UK W1B3HH
|
232,749,970
|
46.50%
|
(1)
|
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 common stock listed as owned by that person or entity.
|
(2)
|
A total of 500,499,965 shares of the Company’s common stock are considered to be outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934.
|
§
|
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 8,500,020 shares of our common stock. As a result, the sole shareholder of VDL received 8,500,020 newly issued shares of our common stock.
|
§
|
The debt holders of VDL converted all of their debt in VDL into shares of our common stock. As a result, Cornerstone Holdings, Inc., received 232,749,970 shares of common stock.
|
§
|
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.
|
Financial Statements for the Year Ended December 31
|
Audit Services
|
Audit Related Fees
|
Tax Fees
|
Other Fees
|
2010
|
$12,500
|
$0
|
$0
|
$0
|
2009
|
$3,500
|
$0
|
$0
|
$0
|
(a)
|
Financial Statements and Schedules
|
(b)
|
Exhibits
|
Exhibit
Number
|
Description
|
3.1
|
Articles of Incorporation, as amended
(1)
|
3.2
|
Bylaws, as amended
(1)
|
23.1 | Consent of Independent Registered Public Accounting Firm |
1
|
Incorporated by reference to the Registration Statement on Form S-1 filed on February 12, 2008.
|
By:
|
/s/ Fraser Cottington
|
Fraser Cottington
President, Chief Executive Officer, Principal Executive Officer,
and Director
|
|
March 31, 2011
|
By:
|
/s/ Fraser Cottington
|
Fraser Cottington
President, Chief Executive Officer, Principal Executive Officer,
and Director
|
|
March 31, 2011
|
CERTIFICATIONS
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended December 31, 2010 of Vendum Batteries Inc. (the “registrant”);
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a.
|
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;
|
b.
|
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;
|
c.
|
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
|
d.
|
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; and
|
5.
|
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):
|
a.
|
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
|
b.
|
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.
|
Date: March 31, 2011
|
/s/ Fraser Cottington |
By: Fraser Cottington
|
Title: Chief Executive Officer
|
CERTIFICATIONS
|
1.
|
I have reviewed this annual report on Form 10-K for the year ended December 31, 2010 of Vendum Batteries Inc. (the “registrant”
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
a.
|
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;
|
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; and
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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: March 31, 2011
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/s/ Fraser Cottington |
By: Fraser Cottington
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Title: Chief Executive 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
|
Name:
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Fraser Cottington
|
Title:
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Chief Executive Officer,
Chief Financial Officer and Director
|
Date:
|
March 31, 2011
|