Nevada
|
||
(State or Other Jurisdiction of Incorporation or Organization)
|
||
2721
|
||
(Primary Standard Industrial Classification Code Number)
|
||
39-2068976
|
||
(I.R.S. Employer Identification No.)
|
||
400 Thames Valley Park Drive , Reading, Berkshire,
England, RG6 1PT
|
||
(Address and telephone number of principal executive offices)
|
||
400 Thames Valley Park Drive , Reading, Berkshire
England RG6 1PT
|
||
(Address of principal place of business or intended principal place of business)
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
x
|
Title of each class of securities to be registered
|
Amount to be
registered (1)
|
Proposed maximum offering price
per share (2)
|
Proposed maximum aggregate offering price (1)
|
Amount of
registration fee (3)
|
||||||||||
Common Stock, $.001 par value per share
|
80,000,000
|
$
|
0 .08
|
$
|
$6,400,000
|
$
|
743.04 |
Page
|
|
1
|
|
3
|
|
16
|
|
18
|
|
INDUSTRY OVERVIEW |
20
|
20
|
|
21
|
|
21
|
|
REGULATION | 22 |
MANUFACTURING AND QUALITY CONTROL | 22 |
20
|
|
MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS |
23
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION |
27
|
28
|
|
28
|
|
29
|
|
32
|
|
32
|
|
32
|
|
33
|
|
33
|
|
35
|
|
35
|
|
38
|
|
38
|
|
38
|
|
38
|
|
39
|
|
II-1
|
Common stock that may be offered by selling stockholders
|
80,000,000 shares
|
|
Common stock currently outstanding
|
506,720,121
shares
|
|
Total proceeds raised by offering
|
We will not receive any proceeds from the resale or other disposition of the shares covered by this prospectus by any selling shareholder. We will not receive any proceeds from the resale of the shares of common stock offered by the selling stockholders. We will receive proceeds from the sale of shares to Centurion. Centurion has committed to purchase up to $5,000,000 worth of shares of our common stock over a period of time terminating upon 36 months from the date of the Investment Agreement (the “Equity Line”). The Company will be entitled to put to Centurion on each put date such number of shares of common stock as equals up to $250,000 or such lesser amount as is specified by the Company provided that the number of shares sold in each put shall not exceed a share volume limitation equal to the lesser of: (i) 1.5 million shares; (ii) 17.5% of the aggregate trading volume, excluding any block trades that exceed 50,000 shares of common stock, of the common stock traded on our primary exchange during any pricing period for such put excluding any days where the lowest intra-day trade price is less than the trigger price (which is the greater of (i) the floor price plus a fixed discount of $.01; (ii) the floor price if any set by us divided by 0.96; or(iii) $.01, the greater of all three clauses being referred to as the “Trigger Price”); (iii) an aggregate of $5,000,000 worth of common stock when combined with the put shares sold in all prior puts; or (iv) such number of put shares that when added to the number of shares of our common stock then beneficially owned by Centurion would exceed 9.9% of the number of shares of our common stock outstanding. The offering price of the securities to Centurion will equal the lesser of (i) 96% of the of the average of the three lowest daily volume weighted average prices, or “ VWAPs,” (such average, being referred to as the “Market Price”) of our common stock during the fifteen trading day period beginning on the trading day immediately following the date Centurion receives our put notice or (ii) the Market Price for such put, less $.01, but shall in no event be less than the Company Designated Minimum Put Share Price for such put, if applicable.
|
|
Risk Factors
|
There are significant risks involved in investing in our company. For a discussion of risk factors you should consider before buying our common stock, see “Risk Factors” beginning on page 3.
|
•
|
successful development of our intellectual property;
|
|
•
|
our ability to seek and obtain regulatory approvals, including with respect to the indications we are seeking;
|
|
•
|
the successful commercialization of product candidates using our intellectual property;
establishing licenses for our intellectual property; and
|
|
•
|
market acceptance of products using our intellectual property.
|
•
|
the absence of an operating history;
|
|
•
|
the lack of commercialized products;
|
|
•
|
insufficient capital;
|
|
•
|
expected substantial and continual losses for the foreseeable future;
|
|
•
|
limited experience in dealing with regulatory issues;
|
|
•
|
the lack of licensing partners and limited marketing experience;
|
|
•
|
an expected reliance on third parties for the development and commercialization of our proposed products;
|
|
•
|
a competitive environment characterized by numerous, well-established and well capitalized competitors; and
|
|
•
|
reliance on key personnel.
|
§
|
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.
|
•
|
performance and reliability of battery power products compared to conventional and other non-battery energy sources and products;
|
•
|
success of alternative battery chemistries, such as nickel-based batteries, lead-acid batteries and conventional lithium-ion batteries and the success of other alternative energy technologies, such as fuel cells and ultra capacitors;
|
end-users'
perceptions of advanced batteries as relatively safe and reliable energy storage solutions, which could change over time if alternative battery chemistries prove unsafe or become the subject of significant product liability claims and negative publicity is generated on the battery industry as a whole;
|
•
|
cost-effectiveness of our products compared to products powered by conventional energy sources and alternative battery chemistries;
|
•
|
availability of government subsidies and incentives to support the development of the battery power industry;
|
•
|
fluctuations in economic and market conditions that affect the cost of energy stored by batteries, such as increases or decreases in the prices of electricity;
|
•
|
continued investment by our customers in the development of battery powered applications;
|
•
|
heightened awareness of environmental issues and concern about global warming and climate change; and
|
•
|
regulation of energy industries.
|
|
•
|
our patent applications may not be granted for various reasons, including the existence of conflicting patents or defects in our applications;
|
|
•
|
the patents we are granted may be challenged, invalidated or circumvented because of the pre-existence of similar patented or unpatented intellectual property rights or for other reasons;
|
|
•
|
parties to the confidentiality and invention agreements may have such agreements declared unenforceable or, even if the agreements are enforceable, may breach such agreements;
|
|
•
|
the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement prohibitive;
|
|
•
|
even if we enforce our rights aggressively, injunctions, fines and other penalties may be insufficient to deter violations of our intellectual property rights; and
|
|
•
|
other persons may independently develop proprietary information and techniques that are functionally equivalent or superior to our intellectual proprietary information and techniques but do not breach our patented or unpatented proprietary rights.
|
§
|
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.
|
●
|
we will not be entitled to put shares to Centurion unless there is an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) to cover the resale of the shares by Centurion;
|
●
|
we will not be entitled to put shares to Centurion unless our common stock continues to be quoted on the OTCBB and has not been suspended from trading;
|
●
|
we will not be entitled to put shares to Centurion if an injunction shall have been issued and remain in force against us, or action commenced by a governmental authority which has not been stayed or abandoned, prohibiting the purchase or the issuance of the shares to Centurion;
|
●
●
|
we will not be entitled to put shares to Centurion if the issuance of the shares will violate any shareholder approval requirements of the OTCBB;
we will not be entitled to put shares to Centurion if we have not complied with our obligations and are otherwise in breach of or in default under, the Investment Agreement, our registration rights agreement with Centurion or any other agreement executed in connection therewith with Centurion; and
|
●
|
we will not be entitled to put shares to Centurion to the extent that such shares would cause Centurion’s' beneficial ownership to exceed 9.99% of our outstanding shares.
|
Number of
|
||||||||||||||||||
Draw Down
|
Price to be Paid by
|
Shares
|
||||||||||||||||
Amount
|
Market Price
|
Discount
|
Centurion
|
to be Issued
|
||||||||||||||
$ | 50,000 | $ | 0.25 | $ | (- 0.01 | ) | $ | 0.24 | 208,333 |
Draw Down
|
Price to be Paid by
|
Number of Shares
|
||||||||||||||||
Amount
|
Market Price
|
Discount
|
Centurion
|
to be Issued
|
||||||||||||||
$ | 50,000 | $ | 0.20 | $ | (- 0.01 | ) | $ | 0.19 | 263,158 |
1.
|
Nanotechnology. Our batteries will be paper-thin sheet of cellulose infused with aligned carbon nanotubes that act as electricity conducting electrodes.
|
2.
|
Ecological. Our batteries will not contain any 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 will be 90% composed of cellulose which is the same plant cell used in paper products and therefore biodegradable.
|
3.
|
Temperature resistant. The lack of water content in our batteries will allow them to function in extreme temperatures ranging from temperatures up to 300 ° F and down to 100 ° F below zero. We believe that our batteries 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 will have the ability to be rolled, twisted, folded, or cut into any number of shapes with no loss of mechanical integrity or efficiency. As development progresses, we expect that the paper batteries will be stackable to boost the total power output. When power output grows, the paper battery will be moldable 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 will integrate all of the battery components in a single structure making it more energy efficient and light-weight.
|
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 |
Original Principal Amount
|
Maturity Date
|
Features
|
||
$50,000
|
July 27, 2011
|
Interest rate 12%
Convertible into shares of our common stock determined by the lesser of our share price of our last private offering or the 30 day average of our trading stock
|
||
$65,000
|
December 28, 2011
|
Interest rate 8%
Convertible into shares of our common stock beginning 180 days from the date of the note at a conversion price of 60% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB proceeding the conversion date
|
||
$32,500
|
February 2, 2012
|
Interest rate 8%
Convertible into shares of our common stock beginning 180 days from the date of the note at a conversion price of 58% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB proceeding the conversion date
|
||
$25,000
|
September 3, 2011
|
Interest rate 12 %
|
||
$7,000 | April 30, 2011 |
Interest rate 5%
|
Name
|
Age
|
Office(s) Held
|
Fraser Cottington
|
44
|
President, Chief Executive Officer, Chief Financial Officer and Director
|
§
|
Vendum Batteries shall pay fees to the consultant at an hourly rate agreed to by and between the parties and based on a periodic budget that will be established by Vendum Batteries from time-to-time, payable no later than 7 days after the date of invoice received from the consultant.
|
§
|
Vendum Batteries agreed to grant stock options equivalent to 1.5% of the issued and outstanding shares 30 days after the company has successfully completed its listing and commenced trading of its shares of common stock with a designated trading symbol. However, instead of receiving stock option, Fraser Covington was issued 8,500,020 shares of the common stock of Vendum Batteries which was subsequently exchanged for 8,500,020 shares of our common stock in May 2010.
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
||||||||||||||||||||||||||||||||||||
OPTION AWARDS
|
STOCK AWARDS
|
|||||||||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
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
|
232,749,970
|
46.50%
|
(1)
|
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding, including for purposes of computing the percentage ownership of the person holding such option, warrant or convertible security, but not for purposes of computing the percentage of any other holder.
|
(2)
|
A total of 500,499,965 shares of our common stock are considered to be outstanding pursuant to Rule 13d-3(d)(1) under the Exchange Act .
|
*
|
less than 1%
(1) Eric Swartz, the manager of Centurion Private Equity, LLC, has voting and investment control of Centurion Private Equity, LLC.
|
●
|
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
||
● | block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; | ||
● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | ||
● | an exchange distribution in accordance with the rules of the applicable exchange; |
●
|
privately negotiated transactions;
|
●
|
broker-dealers may agree with the selling security holders to sell a specified number of such shares at a stipulated price per share;
|
●
|
a combination of any such methods of sale; or
|
●
|
any other method permitted pursuant to applicable law.
|
§
|
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 for 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 our 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.
|
Original Principal Amount
|
Maturity Date
|
Features
|
||
$50,000
|
July 27, 2011
|
Interest rate 12%
Convertible into shares of our common stock determined by the lesser of the share price of our last private offering or the 30 day average of our trading stock
|
||
$65,000
|
December 28, 2011
|
Interest rate 8%
Convertible into shares of our common stock beginning 180 days from the date of the note at a conversion price of 60% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB proceeding the conversion date
|
||
$32,500
|
February 2, 2012
|
Interest rate 8%
Convertible into shares of our common stock beginning 180 days from the date of the note at a conversion price of 58% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB proceeding the conversion date
|
||
$25,000
|
September 3, 2011
|
Interest rate 12 %
|
||
$7,000 | April 30, 2011 |
Interest rate 5%
|
2010
|
2009
|
|||||||
ASSETS | ||||||||
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
|
March 31, 2011
|
December 31, 2010
|
|||||||
ASSETS | ||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
59,066
|
$
|
21,766
|
||||
Stock subscription receivable
|
0
|
0
|
||||||
Total Current Assets
|
59,066
|
21,766
|
||||||
Other Asset
|
||||||||
Intellectual property
|
200,000
|
200,000
|
||||||
Total Assets
|
$
|
259,066
|
$
|
221,766
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Liabilities
|
||||||||
Current Liabilities
|
||||||||
Accrued expenses
|
$
|
194,484
|
$
|
157,605
|
||||
Accrued expenses – related party
|
8,680
|
8,680
|
||||||
Accrued interest – related parties
|
9,438
|
7,188
|
||||||
Due to director
|
1,005
|
505
|
||||||
Convertible notes payable – related parties
|
75,000
|
75,000
|
||||||
Convertible notes payable- other
|
65,000
|
0
|
||||||
Total Liabilities
|
353,607
|
248,978
|
||||||
Stockholders' Deficit
|
||||||||
Common stock, par value $.001, 750,000,000 shares authorized, 500,499,965 shares issued and outstanding (2010 – 500,499,965 issued and outstanding)
|
500,500
|
500,500
|
||||||
Additional paid-in capital
|
134,502
|
134,502
|
||||||
Cumulative translation adjustment
|
(4,757
|
)
|
(2,873
|
)
|
||||
Deficit accumulated during the development stage
|
(724,786
|
)
|
(659,341
|
)
|
||||
Total Stockholders' Deficit
|
(94,541
|
)
|
(27,212
|
)
|
||||
Total Liabilities and Stockholders' Deficit
|
$
|
259,066
|
$
|
221,766
|
Three months ended
March 31, 2011
|
Three months ended
March 31, 2010
|
Period from
November 16, 2009
(Inception) to
March 31, 2011
|
||||||||||
REVENUES
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
OPERATING EXPENSES
|
||||||||||||
Professional fees
|
2,500
|
385
|
48,347
|
|||||||||
Consulting fees
|
53,227
|
36,828
|
331,352
|
|||||||||
General and administrative expenses
|
7,468
|
7,856
|
35,649
|
|||||||||
TOTAL OPERATING EXPENSES
|
63,195
|
45,069
|
415,348
|
|||||||||
NET LOSS FROM OPERATIONS
|
(63,195
|
)
|
(45,069
|
)
|
(415,348
|
)
|
||||||
OTHER INCOME (EXPENSE)
|
||||||||||||
Interest expense
|
2,250
|
0
|
9,438
|
|||||||||
Impairment of intellectual property
|
0
|
0
|
300,000
|
|||||||||
TOTAL OTHER INCOME (EXPENSE)
|
(2,250
|
)
|
0
|
(309,438
|
)
|
|||||||
LOSS BEFORE PROVISION FOR INCOME TAXES
|
(65,445
|
)
|
(45,069
|
)
|
(724,786
|
)
|
||||||
PROVISION FOR INCOME TAXES
|
0
|
0
|
0
|
|||||||||
NET LOSS
|
$
|
(65,445
|
)
|
$
|
(45,069
|
)
|
$
|
(724,786
|
)
|
|||
NET LOSS PER SHARE: BASIC AND DILUTED
|
$
|
(0.00
|
)
|
$
|
(45,069
|
)
|
||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
|
500,499,965
|
1
|
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 | ) | |||||||||||||||
Net loss and cumulative translation adjustment for the period ended March 31, 2011
|
— | — | — | (1,884 | ) | (65,445 | ) | (67,329 | ) | |||||||||||||||
Balance, March 31, 2011
|
500,499,965 | $ | 500,500 | $ | 134,502 | $ | (4,757 | ) | $ | (724,786 | ) | $ | (94,541 | ) |
Three months ended
March 31, 2011
|
Three months ended
March 31, 2010
|
Period from
November 16, 2009
(Inception) to
March 31, 2011
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss for the period
|
$
|
(65,445
|
)
|
$
|
(45,069
|
)
|
$
|
(724,786
|
)
|
|||
Adjustments to reconcile net loss to net cash (used in) operating activities:
|
||||||||||||
Impairment of intellectual property
|
0
|
0
|
300,000
|
|||||||||
Changes in assets and liabilities:
|
||||||||||||
Decrease in accounts receivable
|
4,812
|
|||||||||||
Increase(decrease) in accrued expenses
|
36,879
|
(12,806
|
)
|
194,484
|
||||||||
Increase (decrease) in accrued expenses – related party
|
0
|
0
|
8,680
|
|||||||||
Increase in accrued interest – related parties
|
2,250
|
0
|
9,438
|
|||||||||
Cash Flows Used in Operating Activities
|
(26,316
|
)
|
(53,063
|
)
|
(212,184
|
)
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Cash paid to acquire intellectual property
|
0
|
(10,000
|
)
|
(10,000
|
)
|
|||||||
Cash Flows Used in Investing Activities
|
0
|
(10,000
|
)
|
(10,000
|
)
|
|||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Proceeds from due to director
|
500
|
505
|
1,005
|
|||||||||
Cash received for stock subscription receivable
|
0
|
2
|
2
|
|||||||||
Proceeds from convertible note payable
|
65,000
|
25,000
|
215,000
|
|||||||||
Proceeds from the sale of common stock
|
0
|
0
|
70,000
|
|||||||||
Cash Flows Provided by Financing Activities
|
65,500
|
25,507
|
286,007
|
|||||||||
Exchange rate effect on cash and cash equivalents
|
(1,884
|
)
|
3,103
|
(4,757
|
)
|
|||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
37,300
|
34,453
|
59,066
|
|||||||||
Cash and cash equivalents, beginning of period
|
21,766
|
0
|
0
|
|||||||||
Cash and cash equivalents, end of period
|
$
|
59,066
|
$
|
34,453
|
$
|
59,066
|
||||||
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
|
$
|
0
|
$
|
0
|
$
|
490,000
|
||||||
Convertible notes payable converted to common stock
|
$
|
0
|
$
|
0
|
$
|
75,000
|
||||||
Note payable settled in common stock
|
$
|
0
|
$
|
0
|
$
|
565,000
|
2011
|
2010
|
|||||||
Professional fees
|
$
|
8,500
|
$
|
16,925
|
||||
Consulting fees
|
185,984
|
140,680
|
||||||
Total accrued expenses
|
$
|
194,484
|
$
|
157,605
|
December 31, 2011
|
$
|
25,125
|
||
2012
|
0
|
|||
2013
|
0
|
|||
2014
|
0
|
|||
2015
|
0
|
|||
Total
|
$
|
25,125
|
March 31, 2011
|
March 31, 2010
|
|||||||
Federal income tax attributable to:
|
||||||||
Current Operations
|
$
|
22,250
|
$
|
9,464
|
||||
Less: valuation allowance
|
(22,250
|
)
|
(9,464
|
)
|
||||
Net provision for Corporation income taxes
|
$
|
0
|
$
|
0
|
March 31, 2011
|
December 31, 2010
|
|||||||
Deferred tax asset attributable to:
|
||||||||
Net operating loss carryover
|
$
|
243,311
|
$
|
221,061
|
||||
Less: valuation allowance
|
(243,311
|
)
|
(221,061
|
)
|
||||
Net deferred tax asset
|
$
|
0
|
$
|
0
|
March 31, 2011
|
December 31, 2010
|
|||||||
ASSETS | ||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$
|
59,066
|
$
|
21,766
|
||||
Stock subscription receivable
|
0
|
0
|
||||||
Total Current Assets
|
59,066
|
21,766
|
||||||
Other Asset
|
||||||||
Intellectual property
|
200,000
|
200,000
|
||||||
Total Assets
|
$
|
259,066
|
$
|
221,766
|
||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Liabilities
|
||||||||
Current Liabilities
|
||||||||
Accrued expenses
|
$
|
194,484
|
$
|
157,605
|
||||
Accrued expenses – related party
|
8,680
|
8,680
|
||||||
Accrued interest – related parties
|
9,438
|
7,188
|
||||||
Due to director
|
1,005
|
505
|
||||||
Convertible notes payable – related parties
|
75,000
|
75,000
|
||||||
Convertible notes payable- other
|
65,000
|
0
|
||||||
Total Liabilities
|
353,607
|
248,978
|
||||||
Stockholders' Deficit
|
||||||||
Common stock, par value $.001, 750,000,000 shares authorized, 500,499,965 shares issued and outstanding (2010 – 500,499,965 issued and outstanding)
|
500,500
|
500,500
|
||||||
Additional paid-in capital
|
134,502
|
134,502
|
||||||
Cumulative translation adjustment
|
(4,757
|
)
|
(2,873
|
)
|
||||
Deficit accumulated during the development stage
|
(724,786
|
)
|
(659,341
|
)
|
||||
Total Stockholders' Deficit
|
(94,541
|
)
|
(27,212
|
)
|
||||
Total Liabilities and Stockholders' Deficit
|
$
|
259,066
|
$
|
221,766
|
Three months ended
March 31, 2011
|
Three months ended
March 31, 2010
|
Period from
November 16, 2009
(Inception) to
March 31, 2011
|
||||||||||
REVENUES
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
OPERATING EXPENSES
|
||||||||||||
Professional fees
|
2,500
|
385
|
48,347
|
|||||||||
Consulting fees
|
53,227
|
36,828
|
331,352
|
|||||||||
General and administrative expenses
|
7,468
|
7,856
|
35,649
|
|||||||||
TOTAL OPERATING EXPENSES
|
63,195
|
45,069
|
415,348
|
|||||||||
NET LOSS FROM OPERATIONS
|
(63,195
|
)
|
(45,069
|
)
|
(415,348
|
)
|
||||||
OTHER INCOME (EXPENSE)
|
||||||||||||
Interest expense
|
2,250
|
0
|
9,438
|
|||||||||
Impairment of intellectual property
|
0
|
0
|
300,000
|
|||||||||
TOTAL OTHER INCOME (EXPENSE)
|
(2,250
|
)
|
0
|
(309,438
|
)
|
|||||||
LOSS BEFORE PROVISION FOR INCOME TAXES
|
(65,445
|
)
|
(45,069
|
)
|
(724,786
|
)
|
||||||
PROVISION FOR INCOME TAXES
|
0
|
0
|
0
|
|||||||||
NET LOSS
|
$
|
(65,445
|
)
|
$
|
(45,069
|
)
|
$
|
(724,786
|
)
|
|||
NET LOSS PER SHARE: BASIC AND DILUTED
|
$
|
(0.00
|
)
|
$
|
(45,069
|
)
|
||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
|
500,499,965
|
1
|
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 | ) | |||||||||||||||
Net loss and cumulative translation adjustment for the period ended March 31, 2011
|
— | — | — | (1,884 | ) | (65,445 | ) | (67,329 | ) | |||||||||||||||
Balance, March 31, 2011
|
500,499,965 | $ | 500,500 | $ | 134,502 | $ | (4,757 | ) | $ | (724,786 | ) | $ | (94,541 | ) |
Three months ended March 31, 2011
|
Three months ended March 31, 2010
|
Period from November 16, 2009 (Inception) to
March 31, 2011
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net loss for the period
|
$ | (65,445 | ) | $ | (45,069 | ) | $ | (724,786 | ) | |||
Adjustments to reconcile net loss to net cash (used in) operating activities:
|
||||||||||||
Impairment of intellectual property
|
0 | 0 | 300,000 | |||||||||
Changes in assets and liabilities:
|
||||||||||||
Decrease in accounts receivable
|
4,812 | |||||||||||
Increase(decrease) in accrued expenses
|
36,879 | (12,806 | 194,484 | |||||||||
Increase (decrease) in accrued expenses – related party
|
0 | 0 | 8,680 | |||||||||
Increase in accrued interest – related parties
|
2,250 | 0 | 9,438 | |||||||||
Cash Flows Used in Operating Activities
|
(26,316 | ) | (53,063 | ) | (212,184 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Cash paid to acquire intellectual property
|
0 | (10,000 | ) | (10,000 | ) | |||||||
Cash Flows Used in Investing Activities
|
0 | (10,000 | ) | (10,000 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Proceeds from due to director
|
500 | 505 | 1,005 | |||||||||
Cash received for stock subscription receivable
|
0 | 2 | 2 | |||||||||
Proceeds from convertible note payable
|
65,000 | 25,000 | 215,000 | |||||||||
Proceeds from the sale of common stock
|
0 | 0 | 70,000 | |||||||||
Cash Flows Provided by Financing Activities
|
65,500 | 25,507 | 286,007 | |||||||||
Exchange rate effect on cash and cash equivalents
|
(1,884 | ) | 3,103 | (4,757 | ) | |||||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
37,300 | 34,453 | 59,066 | |||||||||
Cash and cash equivalents, beginning of period
|
21,766 | 0 | 0 | |||||||||
Cash and cash equivalents, end of period
|
$ | 59,066 | $ | 34,453 | $ | 59,066 | ||||||
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
|
$ | 0 | $ | 0 | $ | 490,000 | ||||||
Convertible notes payable converted to common stock
|
$ | 0 | $ | 0 | $ | 75,000 | ||||||
Note payable settled in common stock
|
$ | 0 | $ | 0 | $ | 565,000 |
2011
|
2010
|
|||||||
Professional fees
|
$ | 8,500 | $ | 16,925 | ||||
Consulting fees
|
185,984 | 140,680 | ||||||
Total accrued expenses
|
$ | 194,484 | $ | 157,605 |
December 31, 2011
|
$
|
25,125
|
||
2012
|
0
|
|||
2013
|
0
|
|||
2014
|
0
|
|||
2015
|
0
|
|||
Total
|
$
|
25,125
|
March 31, 2011
|
March 31, 2010
|
|||||||
Federal income tax attributable to:
|
||||||||
Current Operations
|
$ | 22,250 | $ | 9,464 | ||||
Less: valuation allowance
|
(22,250 | ) | (9,464 | ) | ||||
Net provision for Corporation income taxes
|
$ | 0 | $ | 0 |
March 31, 2011
|
December 31, 2010
|
|||||||
Deferred tax asset attributable to:
|
||||||||
Net operating loss carryover
|
$ | 243,311 | $ | 221,061 | ||||
Less: valuation allowance
|
(243,311 | ) | (221,061 | ) | ||||
Net deferred tax asset
|
$ | 0 | $ | 0 |
SEC registration fee
|
$
|
|||
Accounting fees and expenses
|
5,000
|
|||
Legal fees and expenses
|
$
|
30,000
|
||
Printing and related expenses
|
$
|
1,000
|
||
Transfer agent fees and expenses
|
1,000
|
|||
Miscellaneous
|
500
|
|||
Total
|
$
|
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(*)
|
Incorporated by reference to the Registration Statement on Form S-1 filed on February 12, 2008.
Incorporated by reference to the Current Report on Form 8-K filed on May 4, 2010.
Incorporated by reference to the Current Report on Form 8-K filed on May 21, 2010.
Incorporated by reference to the Current Report on Form 8-K filed on June 24, 2010.
Incorporated by reference to the Current Report on Form 8-K filed on July 12, 2010.
Incorporated by reference to the Current Report on Form 8-K filed on July 22, 2010.
Incorporated by reference to the Current Report on Form 8-K filed on August 2, 2010.
Incorporated by reference to the Current Report on Form 8-K filed on November 22, 2010.
Incorporated by reference to the Current Report on Form 8-K filed on March 25, 2011.
Incorporated by reference to the Current Report on Form 8-K filed on May 5, 2011.
Incorporated by reference to the Current Report on Form 8-K filed on June 8, 2011.
Filed herewith.
|
VENDUM BATTERIES, INC.
|
||
By:
|
/s/ Fraser Cottington
|
|
Fraser Cottington, Chief Executive Officer,
President,
Chief Financial Officer and Chairman
|
||
Signature
|
Title
|
Date
|
||
/s/ Fraser Cottingotn
|
Chairman, President, Chief Executive Officer and Chief Financial Officer
|
July 22, 2011
|
||
Fraser Cottingotn
|
(Principal Executive Officer and Principal Accounting Officer)
|
|||
Very truly yours,
|
||
/s/ Gracin & Marlow, LLP
|
||
Gracin & Marlow, LLP
|
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 25/06/2010. |
2. | Your appointment on the terms set out in this letter, is for an initial period of 12 months from 25/06/2010, 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 ($2,250) 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 ins ta lments. 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 one hundred dollars ($100.00) 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 responsibilffies, |
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 Plc ("AIM") or on any other recognised 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 any one 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 employess 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.. |
Yours sincerely | |
/s/ Fraser Cottington | |
Fraser Cottington | |
CEO |
/s/ Prabhakar Bandaru | |
Prabhakar Bandaru | |
1.
|
Fees and Stock Options
|
1.1
|
The Company shall pay fees (the "Consultancy 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 the Company from time-to-time, payable no later than 7 days after the date of invoice received from the Consultant.
|
1.2
|
The Company shall grant stock options equivalentto 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 "Trading Date"). The Stock Options shall expire ten (10) years from the Effective Date and shall vest in incremental periods as reflected below (each, herein after 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 (the "First Trading Anniversary Date").
|
1.3
|
The terms and conditions for payment of monthly Consultancy Fees, expense allowances, reimbursement for the cost of providing the General Services, grant of Stock Options, and other similar matters relating to fmancial consideration payable to the Consultant hereunder are only binding on the Parties and form part of this Agreement when reduced to writing,signed by the Parties or their respective authorized signatories, and provided in the body of this Agreement.
|
1.4
|
The compensation provided for herein will be inclusive of any fees otherwise payable to the Consultant for serving as a director of the Company or any subsidiary of the Company at the request of the Company during the currency of this Agreement.
|
2.
|
Expenses.
|
2.1
|
The Company shall reimburse the Consultant the full amount for all expenses reasonably incurred by the Consultant in the proper performance of the General Services, where such expenses are pre-approved under this Agreement by the Company's Board of Directors(the "Board") or the controller of the Company at any specified rate or amount, or upon the Consultant providing such receipts or other evidence as the Company may reasonably require.
|
3.
|
Notice of Termination and Termination of the Agreement
|
3.1 |
Any Party can terminate this Agreement upon sixty (60) days written notice (herein called "Notice of Termination")to the other Party. If the Company terminates the Agreement prior to the Termination Date for any reason other than the Consultant's gross negligence, all unvested Stock Options shall vest and become immediately exercisable for a period of sixty (60) days and the Company shall pay the Consultant an amount equal to two (2) months of Consultancy Fees within thirty (30) days of written Notice of Termination.
|
|
3.2 | In the event that the Company terminates this Agreement for any reason without providing the required Notice of Termination, then the Company shall pay the Consultant the amount of the Consultancy Fees as required monthly up and to the Termination Date (as defined below). |
3.3 |
The Consultant is required to provide Notice of Termination herein to the Company and its failure to do so will entitle the Company to only pay the Consultancy Fees on a prorated basis up to the date of the Notice of Termination by the Consultant without notice.
|
3.4 | All expenses and other reimbursable cost payable to the Consultant hereunder are payable to the date of effective Notice of Termination as provided hereunder. |
4. | Term of Agreement |
4.1 |
Unless otherwise agreed to in writing by the Parties, this Agreement will commence on the Effective Date and continue on for a 2 (two) year period at which date it shall terminate (herein called the "Termination Date").
|
5. | General Services |
5.1 |
During the continuance of this Agreement the Company hereby agrees to appoint and to retain the Consultant, through its appointed representative, as a Director and as the Chief Executive Officer of the Company,respectively.The Consultant hereby agrees to be subject to the direction and supervision of, and to have such authority as is delegated to the Consultant by the Board of Directors of the Company (the "Board"),consistent with such positions.The Consultant also agrees to accept such positions in order to carry out the duties of a Director and to provide such related services, associated with the positions of Chief Executive Officer, as the Board may, from time to time, reasonably assign to the Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the continuance of this Agreement (herein collectively described as the
"General Services'').
|
5.2 |
It being expressly acknowledged and agreed by the Parties that the Consultant will commit to and provide to the Company the General Services on the basis set forth herein.In this regard it is hereby acknowledged and agreed that the Consultant, as Chief Executive Officer, shall have direct responsibility to the Audit Committee and the Board of Directors as a whole.
|
5.3 |
Without in any manner limiting the generality of the General Services to be provided as set forth in Section 5.1 and 5.2 herein, it is hereby also acknowledged and agreed that Consultant will, during the continuance of this Agreement, devote a reasonable amount of professional and business effort, energy and enterprise, to the General Services to fulfill its obligations as set out hereunder.
|
6 | Confidentiality, Non-Disclosure, Non-Competition and Non-Circumvention. |
6.1 |
The Consultant hereby covenants, promises and agrees that he will be provided with confidential, proprietary and valuable information by the Company about its clients, properties, prospects and financial circumstances from time to time during the currency of this Agreement, in order to permit the Consultant to properly,effectively and efficiently carry out its tasks, duties and activities hereunder.However, by providing such disclosure of Confidential Information to the Consultant, the Company relies on the Consultant to hold such information as confidential and only disclose the same to those parties, whether directors, officers, employees, agents, representatives or clients and contacts of the Consultant'' who need to know", in order that the Consultant can carry out the objects of this Agreement as provided for herein and as communicated as between the Company and the Consultant during the currency of this Agreement.Due to the nature of the relationship of the Consultant to the
Company no more precise limitations can be placed on the Consultant's use and disclosure of Confidential Information received from the Company pursuant hereto than as described herein.
|
6.2 |
The general nature of the Agreement between the Parties is that the Consultant is acting as an Consultant and consultant to the Company,whereby the Consultant will act on the Company's behalf in the promotion of the Company's interests and by way of introductions, consulting to and advising of the Company on matters related to the Business.With the broad mandate and scope of this relationship the Company must rely on the fiduciary duty of good faith that the Consultant owes the Company as provided under this Agreement and as a Director and Officer of the Company,when the Company is making disclosure to the Consultant of Confidential Infonnation about Business opportunities and competitive advantages which the Company has cultivated and developed.All Confidential Information disclosed to the Consultant is disclosed on the strict condition that the Consultant, will not now or at any future time, use such Confidential Information received from the Company hereunder in any manner inconsistent with the best interests of the Company,except with the express written permission of the Company. The result of these terms and conditions of disclosure of Confidential Information to the Consultant by the Company is that the Consultant will:
|
(i) | The Informatin forming part of the public domain, which became such through no disclosure or breach of this Agreement on the Consultant's behalf; |
(ii)
|
Information which the Consultant can independently prove was received from a Third Party, which was legally entitled to disclose such information;
|
(iii)
|
Information which the Consultant is legally obligated to disclose in compliance with any applicable law, statute, regulation, order, ruling or directive of an official, tribunal or agency which is binding on the Consultant, provided that the Consultant must also provide the Company with notice of such disclosure at or before releasing or disclosing the Confidential Information to such official, tribunal or agency so that the Company is afforded an opportunity to file a written objection to such disclosure with such official, tribunal or agency_
|
6.3 |
The Consultant understands, acknowledges and agrees that the covenants to keep the Confidential Information confidential and not disclose it to Third Parties, except in conformity with this Agreement, is necessary to protect the proprietary interests of Company in such Confidential Information and a breach of these covenants would cause significant loss to the Company in regard to its competitive advantage, market opportunities and financial investment associated with protection of its Confidential Information.
|
6.4 |
The Consultant further understands,acknowledges and agrees that a breach of these covenants of confidentiality,non-disclosure,non-competition and non-circumvention under this Section 6 (in combination the "Covenants of Confidentiality,Non-Circumvention and Non Disclosure"),will likely cause such irreparable harm to the Company that damages alone would be an inadequate remedy and the Consultant consent and agree such equitable remedies including injunctive relief against any further breach which are reasonably justified in addition to any claim for damages based on a breach of these Covenants of Confidentiality,Non-Circumvention and Non Disclosure.
|
6.5 |
The Parties mutually acknowledge,confirm and agree that the Covenants of Confidentiality,NonCircumvention and Non-Disclosure will survive Termination of this Agreement and will continue to bind the Consultant to protect the Company's interest in such Confidential Information disclosed pursuant hereto.
|
7 | Change of Contol |
7.1 |
Where a Change of Control occurs prior to the Termination of this Agreement,then the Consultant will be entitled at any time within one (1) month of the occurrence of the Change of Control, to terminate this Agreement by giving thirty (30) days notice in writing of their intention to terminate the Agreement.In the event that the Consultant terminates the Agreement,then the Company or the legal successor to the Company (where a Change of Control involves a merger, take-over,acquisition or similar arrangement accompanying the Change of Control, which actually or effectively results in the elimination of the Company as a separate or subsisting legal entity whereby it is replaced by the legal successor which will hereinafter be called the "Successor Company"),will be obligated to pay a termination bonus (the "Termination Bonus") to the Consultant equal to one (l) month of Consultancy Fees in addition to all unpaid amounts due and owing to tIte Consultant by the Company at the time of such Termination.
|
7.2 |
Payment of the Termination Bonus to the Consultant pursuant to sub-section 7.1 will be made by the Company or the Successor Company within thirty (30) days of the date that the notice of termination was delivered by the terminating Party, and such Termination Bonus will only be payable where:
|
7.3 |
Where the Change of Control triggers the obligation of the Company or the Successor Company to pay the Termination Bonus pursuant to 7.1 and 7.2 herein, the Consultant will have the right to exercise any Stock Options as granted under this Agreement or as may have been previously granted to the Consultant in his capacity as either an officer or director of the Company,for a period of sixty (60) days from the date of Termination (the "Post Termination Exercise Period").Unless prohibited by law or the constitution of the Company or the Successor Company,where any of the Consultant's Stock Options would not have otherwise vested and thereby be exercisable by the Consultant before the expiry of the Post Termination Exercise Period, the Company will elect to do either one of the following,(on the advice of its corporate and securities attorney):
|
8 | Indemnification |
8.1 |
The Company agrees to indemnify,defend and hold harmless the Consultant for any and all acts and omissions that are not due to the Consultant's gross negligence or gross misconduct.Further the Company will use its best efforts to obtain as soon as practical and maintain at all times the appropriate directors and officers insurance policy while the Consultant provides such services for the Company.
|
9 | Governing Law and Jurisdiction |
9.1
|
This Agreement shall be governed by and interpreted in accordance with the laws of England, without giving effect to the principles of conflicts of law thereof.
|
9.2 |
Unless otherwise mutually agreed to in writing by the Parties, any action, proceeding or arbitration in regard to a dispute or direction relating to the subject matter of this Agreement will be solely within the jurisdiction of the appropriate court, tribunal or arbitrator of competent jurisdiction within England.
|
10 | Notice |
10.1 |
All notices to be given with respect to this Agreement, unless otherwise provided for, shall be given to the Parties at the respective addresses, fax numbers and email addresses shown below or otherwise communicated by the Parties to each other for such notice and service matters during the currency of this Agreement.
|
10.2 |
All notices, requests, demands or other communications made by a Party will be deemed to have been duly delivered:(i) on the date of personal delivery utilizing a process server, courier or other means of physical delivery to the intended recipient("Personal Service");or (ii) on the date of facsimile transmission(the "Fax") on proof of receipt of the Fax; or (iii) on the date of electronic mail (the "email") with verifiable proof of receipt of such email; or (iv) on the seventh (7
th
)
day after mailing by registered mail with postage prepaid ("Registered Mail"),to the Party's address, Fax number, email address set out in this Agreement or such other addresses Fax numbers or email address as the Parties or their Representatives may have from time to time during the currency of this Agreement or thereafter and communicated to the other Parties for the purposes of this Agreement.
|
11 | Entire Agreement |
11.1 |
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and replaces, restates in full and supersedes all other prior agreements and understandings,both written and oral.
|
12 | Assignments |
12.1 |
The Parties agree that neither will assign this Agreement without prior written consent of the other Party.
|
13 | Inurement |
13.1 |
This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and authorized assigns. Any attempt by either party to assign any rights, duties or obligations that may arise under this Agreement without the prior written consent of the other party shall be void.
|
14 | Entire Agreement and Severance |
14.1 |
This document contains the entire agreement between the Parties with respect to the subject matter hereof,and neither Party is relying on any agreement, representation,warranty,or other understanding not expressly stated herein.
|
14.2 |
In the event that any provision ofthisAgreement will be held to be invalid, illegal or unenforceablein any circumstances, the remaining provisionswill neverthelessremain in full force and effect and will be construed as if the unenforceableportion or portions were deleted.
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15 | Force Majure |
15.1 |
A party shall not be deemed in default of its obligations under this Agreementwhen such performance is prevented by a cause beyond the reasonablecontrol of such party, including withoutlimitation, an Act of God, natural disaster, modificationor variation of any provision hereof imposed or required by the Ministry of Health and Welfare or similar governmentalagency havingjurisdiction.
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15.2 | Upon the occurrence of an event of force majeure, the party affected shall promptly notify the other in writing setting forth the details of the occurrence, its expected duration and how that party's performancemay be affected.The affected party shall resume the performanceof its obligationsas soon as practicableafter the force majeure event ceases. |
16 | Time is of the Essence |
16.1 |
Time is of the essence in this Contract.A waiverof the strict performancerequirementshereunderin on instance will not constitutea waiver for any other instance where time for performanceis specified herein.
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17 | Conterparts and Execution Electronically |
17.1 |
Where the Parties hereto or their authorized signatories have signed, sealed and duly executed this Agreementeffective the date above shown whetheras a whole document in originalform or in several counterparts;each such counterpartshall be considered as an original and in combinationcomprises the formal execution hereof.The Parties acknowledgeand consentto the execution of this Agreement and all related documentsand notices pursuanthereto by electronicallyscanned signatures or facsimile transmission, either of which will constitutegood and sufficientexecution, service and notice for all intents and purposeshereunderand will be deemed to be as effective as if an originally "signed-inhand" physical documentwas used instead.
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SIGNED, SEALED AND DELIVERD by
Company Name and in the presence of
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)
)
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) | ||
/s/C. Emma Haile | ) | |
Signature of the Witness | ) | |
) | /s/ Fraser Cottington | |
18 Dunbar Drive, Reading RG5 4HA | ) | Fraser Cottington |
Address of Witness | ) | |
) | ||
C. Emma Haile IT System Analyst | ) | |
Name and Occupation of Witness | ) | |
SIGNED, SEALED AND DELIVERD by
Consultant Name and in the presence of
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)
)
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) | ||
/s/C. Emirose Manzala-Cottington | ) | |
Signature of the Witness | ) | |
) | /s/ Fraser Cottington | |
33 Dunbar Drive, Woodley, Reading RG5-4HA | ) | Fraser Cottington |
Address of Witness | ) | |
) | ||
Emirose Manzala Cottington P.A | ) | |
Name and Occupation of Witness | ) | |
Vendum Batteries , Inc. | |||
Signature: | /s/ Fraser Cottington |
By:
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Fraser Cottington | ||
Its: | Chief Executive Officer | ||
LAURAG ASSOCIATES S.A. | ||
Signature:
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Title: | ||