UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
 
x   Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended September 30, 2012
 
o   Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from to __________
 
Commission File Number: 000-54782
 
Vendum Batteries Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 
39-2068976
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
400 Thames Valley Park Drive , Reading, Berkshire RG6 1PT
(Address of principal executive offices)
 
+44 118 380 0895
(Registrant’s telephone number)
 
 
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days x Yes  No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
o Large accelerated filer Accelerated filer
o Non-accelerated filer
x Smaller reporting company
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No
 
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  749,948,317 shares as of November 16, 2012
 
 
 

 
 
TABLE OF CONTENTS

   
Page
PART I – FINANCIAL INFORMATION
 
Item 1:
Financial Statements
1
Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
2
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
 
Item 4:
Controls and Procedures
4
 
PART II – OTHER INFORMATION
 
Item 1:
Legal Proceedings
4
Item 1A:
Risk Factors
4
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
4
Item 3:
Defaults Upon Senior Securities
5
Item 4:
Mine Safety Disclosures
5
Item 5:
Other Information
5
Item 6:
Exhibits
5
 
 
 

 
 
PART I - FINANCIAL INFORMATION
 
Item 1.      Financial Statements


VENDUM BATTERIES INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2012

 
1

 

VENDUM BATTERIES INC.
 (A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS (unaudited)
AS OF SEPTEMBER 30, 2012 AND DECEMBER 31, 2011

ASSETS
 
September 30, 2012
   
December 31, 2011
 
Current Assets
           
Cash and cash equivalents
  $ 3,563     $ 1,843  
Deferred offering costs
    170,000       170,000  
Total Current Assets
    173,563       171,843  
                 
Other Asset
               
Intellectual property
    0       0  
                 
Total Assets
  $ 173,563     $ 171,843  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
Liabilities
               
Current Liabilities
               
Accrued expenses
  $ 216,555     $ 239,160  
Accrued expenses – related party
    46,359       46,359  
Accrued interest – related parties
    13,615       16,339  
Accrued interest
    8,390       6,710  
Due to director
    0       0  
Convertible notes payable – related parties
    25,000       75,000  
Convertible notes payable, net of debt discount
    42,192       103,167  
Derivative liability
    0       50,781  
                 
Total Liabilities
    352,111       537,516  
                 
Stockholders' Deficit
               
Common stock, par value $.001, 750,000,000 shares authorized, 638,192,832 and 523,934,496 shares issued and outstanding, respectively
    638,192       523,934  
Additional paid-in capital
    672,406       554,068  
Cumulative translation adjustment
    (4,813 )     (4,813 )
Deficit accumulated during the development stage
    (1,484,333 )     (1,438,862 )
Total Stockholders' Deficit
    (178,548 )     (365,673 )
                 
Total Liabilities and Stockholders' Deficit
  $ 173,563     $ 171,843  
 
see accompanying notes to financial statements.

 
F-1

 
 
VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011 (unaudited)
PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO SEPTEMBER 30, 2012
   
Three months ended
September 30, 2012
   
Three months ended
September 30, 2011
   
Nine months ended
September 30, 2012
   
 
 
 
Nine months ended
September 30, 2011
   
Period from November 16, 2009
(Inception) to September 30, 2012
 
                               
REVENUES
  $ 0     $ 0     $ 0     $ 0     $ 0  
                                         
OPERATING EXPENSES
                                       
Professional fees
    12,379       19,563       20,479       70,555       138,355  
Consulting fees
    0       41,506       24,612       250,331       736,114  
Director compensation
    15,000       0       15,000       0       15,000  
General and administrative expenses
    9,799       3,146       17,776       13,265       64,263  
                                         
TOTAL OPERATING EXPENSES
    37,178       64,215       77,867       334,151       953,732  
                                         
NET LOSS FROM OPERATIONS
    (37,178 )     (64,215 )     (77,867 )     (334,151 )     (953,732 )
                                         
OTHER INCOME (EXPENSE)
                                       
Interest expense
    0       (5,540 )     (7,552 )     (10,040 )     (30,601 )
Interest – amortization of debt discount
    (0 )     (0 )     (10,833 )     0       (96,696 )
Change in value of derivative liability
    48,561       0       50,781       0       96,696  
Impairment of intellectual property
    0       0       0       0       (500,000 )
TOTAL OTHER INCOME (EXPENSE)
    48,561       (5,540 )     32,396       (10,040 )     (530,607 )
                                         
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES
    11,278       (69,755 )     (45,471 )     (344,191 )     (1,484,339 )
                                         
PROVISION FOR INCOME TAXES
    0       0       0       0       0  
                                         
NET INCOME (LOSS)
  $ 11,278     $ (69,755 )   $ (45,471 )   $ (344,191 )     (1,484,333 )
                                         
NET LOSS PER SHARE: BASIC AND DILUTED
  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )        
                                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
    567,712,257       500,499,965       538,527,173       500,499,965          
 
See accompanying notes to financial statements.

 
F-2

 
 
VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)
FOR THE PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO SEPTEMBER 30, 2012

   
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 )
                                                 
Shares issued for consulting services
    5,000,000       5,000       240,000       -       -       245,000  
                                                 
Shares issued for deferred offering costs
    1,220,156       1,220       168,780       -       -       170,000  
                                                 
Shares issued for conversion of debt
    17,214,375       17,214       10,786       -       -       28,000  
Net loss and cumulative translation adjustment for the period ended December 31, 2011
    -       -       -       (1,940 )     (779,521 )     (781,461 )
Balance, December 31, 2011
    523,934,496       523,934       554,068       (4,813 )     (1,438,862 )     (365,673 )
Shares issued for conversion of debt
    114,258,336       114,258       118,338       -       -       232,596  
Net loss and cumulative translation adjustment for the period ended September 30, 2012
    -               -       -       (45,471 )     (45,4716 )
Balance, September 30, 2012
    638,192,832     $ 638,192     $ 672,406     $ (4,813 )   $ (1,484,333 )   $ (178,548 )
 
See accompanying notes to financial statements.
 
 
F-3

 
 
VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011
FOR THE PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO SEPTEMBER 30, 2012

   
Nine months ended
September 30, 2012
   
Nine months ended
September 30, 2011
   
Period from
November 16, 2009
(Inception) to September 30, 2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss for the period
  $ (45,471 )   $ (344,191 )   $ (1,484,333 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Impairment of intellectual property
    0       0       500,000  
Shares issued for services
    0       0       245,000  
Amortization of debt discount
    10,833       0       96,696  
Change in fair value of derivative liability
    (50,781 )     0       (96,696 )
Changes in assets and liabilities:
                       
Increase (decrease in accrued expenses
    2,395       111,673       241,555  
Increase (decrease) in accrued expenses – related party
    0       84,478       46,359  
Increase in accrued interest – related parties
    5,872       10,039       22,211  
Increase in accrued interest
    1,680       0       8,390  
Cash Flows Used in Operating Activities
    (75,472 )     (138,001 )     (420,818 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Cash paid to acquire intellectual property
    0       0       (10,000 )
Cash Flows Used in Investing Activities
    0       0       (10,000 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from (repayment to) due to director
    0       (505 )     0  
Cash received for stock subscription receivable
    0       0       2  
Proceeds from convertible note payable
    0       134,500       285,000  
Proceeds from note payable
    77,192       0       84,192  
Proceeds from the sale of common stock
    0       0       70,000  
Cash Flows Provided by Financing Activities
    77,192       133,995       439,194  
                         
Exchange rate effect on cash and cash equivalents
    0       (1,685 )     (4,813 )
                         
Net Increase (decrease) in Cash and Cash Equivalents
    1,720       (5,691 )     3,563  
Cash and cash equivalents, beginning of period
    1,843       21,766       0  
Cash and cash equivalents, end of period
  $ 3,563     $ 16,075     $ 3,563  
                         
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     $ 0     $ 0  
Note payable issued to acquire intellectual property
  $ 0       0     $ 490,000  
Convertible notes payable converted to common stock
  $ 0       0     $ 730,000  
Note payable settled in common stock
  $ 232,596     $ 0     $ 232,596  
Common stock issued for deferred offering costs
  $ 0     $ 0     $ 170,000  
Derivative liability and debt discount recorded in connection with convertible debt
  $ 0     $ 0     $ 96,696  
 
See accompanying notes to financial statements.
 
 
F-4

 

VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Vendum Batteries Inc.  (the "Company" or “Vendum”) was incorporated in Nevada on December 13, 2006.  Vendum is an environmentally friendly mobile battery company with the sole focus on identifying, evaluating, acquiring, developing and partnering for the commercialization of proprietary eco-friendly power sources.

The accompanying unaudited interim financial statements have been prepared by Vendum Batteries Inc. (“Vendum” and the “Company”) pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included.  Such adjustments consist of normal recurring adjustments.  These interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2011.  The results of operations for the nine months ended September 30, 2012 are not indicative of the results that may be expected for the full year.

NOTE 2 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  The Company has a working capital deficit, and has incurred losses since inception resulting in an accumulated deficit of $1,484,333 as of September 30, 2012, and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Development Stage Company
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

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

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States.
 
 
F-5

 
 
VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.  All significant intercompany transactions and balances have been eliminated in consolidation.

Cash and Cash E q ui v a lents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $3,563 and $1,843 of cash as of September 30, 2012 and December 31, 2011 respectively.

Income Taxes
Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

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

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

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

Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 and $0 during the periods ended September 30, 2012 and 2011, respectively.

Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

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

Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by

 
F-6

 

VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

Basic Income (Loss) Per Share (continued)
the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of September 30, 2012.

Comprehensive Income
The Company has which established standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

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

Recent Accounting Pronouncements
Vendum does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 4 – OFFERING COSTS

In accordance with ASC 505-10, “Costs of an Equity Transaction”, costs incurred to issue shares classified as equity, such as underwriting, accounting and legal fees, printing costs, and taxes, should be treated as a reduction of the proceeds. Direct costs incurred before shares classified as equity are issued may be classified as a reduction of equity or as an asset until the stock is issued. The Company entered into a contract on May 26, 2011 and issued 1,220,156 shares valued at $170,000 that have been classified as deferred offering costs as of September 30, 2012. The costs will be reclassified to equity issuance costs upon successful completion of the sale of the Company’s common stock.

NOTE 5 – INTELLECTUAL PROPERTY

On January 4, 2010 the Company entered into an asset purchase agreement with Cornerstone Holdings Ltd. The Company agreed to purchase intellectual property from the seller for total proceeds of $500,000.  The Company paid a $10,000 deposit on January 6, 2010.  The remaining $490,000 was to be paid in varying installments over the next 21 months.  The rights, title and interest of the intellectual property was transferred to the Company on the date of the first $10,000 payment. On May 3, 2010, the remaining $490,000 outstanding was converted into 232,749,907 shares of common stock of the Company.

The Company analyzed the intellectual property for impairment at December 31, 2010 and determined that the fair market value was $200,000.  As such, an impairment charge of $300,000 was recorded. The remaining balance of the intellectual property was deemed to be impaired as of December 31, 2011 and, accordingly, an impairment charge of $200,000 was recorded.
 
 
F-7

 
 
VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
 
NOTE 6 – ACCRUED EXPENSES

Accrued expenses at September 30, 2012 and December 31, 2011 consisted of the following:

   
2012
   
2011
 
Professional fees
  $ 15,628     $ 37,025  
Consulting fees
    200,927       202,135  
Total accrued expenses
  $ 216,555     $ 239,160  

NOTE 7 – ACCRUED EXPENSES – RELATED PARTY

Accrued expenses – related party consisted amounts due to an officer and shareholder of the Company for consulting services. There was $46,359 and $46,359 of accrued expenses – related party as of September 30, 2012 and December 31, 2011, respectively.

NOTE 8 – CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

On December 10, 2009, a related party issued the company a 12% convertible note payable of $50,000. Interest will accrue beginning from the date of the loan however no interest is due until the loan comes due on December 10, 2010. On March 3, 2010 another $25,000 was loaned to the company under the same terms as the original loan. On May 3, 2010, the convertible loans of $75,000 were converted into 33,750,013 shares of common stock.

On May 18, 2010, the Company issued a 12% convertible note payable of $25,000 to a related party due September 3, 2011.

On July 26, 2010, the Company issued a 12% convertible note payable of $50,000 to a related party. Interest will accrue beginning from the date of the loan however no interest is due until the loan comes due on July 27, 2011. During the period ended September 30, 2012, the notes payable was converted to 12,500,000 shares of common stock of the Company.
 
The balance of the convertible notes to related parties as of September 30, 2012 and December 31, 2011 was $25,000 and $75,000, respectively.

Accrued interest payable related to the above loans totaled $13,615 and $16,359 at September 30, 2012 and December 31, 2011, respectively.

NOTE 9 – CONVERTIBLE NOTES PAYABLE

On March 23, 2011, the Company entered into a Securities Purchase Agreement with an accredited investor for the sale of a Convertible Promissory Note in the aggregate principal amount of $65,000. The net proceeds of the financing, after deducting placement agent fees, are to be used for general working capital purposes. The Notes bear interest at the rate of 8% per annum and matures on December 28, 2011. The Note is 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 the Company’s common stock during the ten trading days on the OTCBB proceeding the conversion date. The number of shares issuable upon conversion shall be proportionally adjusted to reflect any stock dividend, split or similar event.
 
 
F-8

 
 
VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

NOTE 9 – CONVERTIBLE NOTES PAYABLE (CONTINUED)
 
Unless waived in writing by the Holder, the Company is prohibited from effecting the conversion of the Note to the extent that as a result of such conversion the Holder thereof would beneficially own more than 4.99% in the aggregate of the issued and outstanding common stock immediately after giving effect to the issuance of common stock upon conversion.

While the Note is outstanding, the Holder is entitled to a reduction in the conversion price if we issue any securities for a per share price less than the conversion price in effect available to the Holder.

The loans may be converted into the Company’s common stock at any point during the term of the loan by the note holder. The number of shares to be issued will be determined by the fair market value of the common stock on the date of the conversion. If fair market value is not determinable at the conversion date the stock will be converted based on the lesser of either the share price of the last private offering or the thirty day average of the Company’s stock in the event a public listing has taken place. During the year ended December 31, 2011, the Company converted $28,000 of the March 23, 2011 note into 17,214,375 shares of common stock. The balance of the note was converted into shares of common stock during the period ended September 30, 2012.
 
On May 3, 2011, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Holder”) for the sale of a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $32,500. The net proceeds of the financing, after deducting placement agent fees, are to be used for our general working capital purposes. The Note bears interest at the rate of 8% per annum and matures on February 2, 2012. The Note is convertible into shares of our common stock beginning 180 days from the date of the Note at a conversion price of 58% of the OTCBB proceeding the conversion date. The number of shares issuable upon conversion shall be proportionally adjusted to reflect any stock dividend, split or similar event. This note was converted into shares of common stock of the Company during the period ended September 30, 2012.
 
On September 21, 2011, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Holder”) for the sale of a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $37,500. The net proceeds of the financing, after deducting placement agent fees, are to be used for our general working capital purposes. The Note bears interest at the rate of 8% per annum and matures on June 9, 2012. The Note is 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. The number of shares issuable upon conversion shall be proportionally adjusted to reflect any stock dividend, split or similar event. This note was converted into shares of common stock of the Company during the period ended September 30, 2012.
 
The Company accounts for the fair value of the conversion features in accordance with ASC 815-15, “Derivatives and Hedging; Embedded Derivatives. ASC 815-15 requires the Company to bifurcate and separately account for the conversion features as an embedded derivative contained in the Company’s convertible debt. The Company is required to carry the embedded derivative on its balance sheet at fair value and account for any unrealized change in fair value as a component of results of operations. The Company valued the embedded derivative using the Black-Scholes pricing model. The Company valued the embedded derivative 180 days after the issuance of the notes per the terms of the convertible notes payable. The embedded derivative related to the note issued on March 23, 2011 was valued at $64,196. The embedded derivative related to the note issued on May 3, 2011 was valued at $32,500. The debt discounts are amortized over the remaining term of the loans, in these cases, three month. The balance of the unamortized debt discount was $nil as of September 30, 2012.

 
F-9

 

VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012

NOTE 9 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

The balance of these convertible notes payable was $nil as of September 30, 2012. Accrued interest related to these notes was $8,390 as of September 30, 2012.

On February 23, 2012, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Holder”) for the sale of a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $35,000. The net proceeds of the financing, after deducting placement agent fees, are to be used for our general working capital purposes. The Note bears interest at the rate of 12% per annum and matures on February 24, 2013. The Note is convertible into shares of our common stock at the fair market value  of the shares at the date of conversion. The note was converted to shares during the period ended September 30, 2012.

On May 15, 2012, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Holder”) for the sale of a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $10,000. The net proceeds of the financing, after deducting placement agent fees, are to be used for our general working capital purposes. The Note bears interest at the rate of 12% per annum and matures on May 15, 2013. The Note is convertible into shares of our common stock at the fair market value of the shares at the date of conversion

On September 30, 2011, the Company issued a note payable for proceeds of $7,000 to help fund operations. The note was due on April 30, 2011, bears 5% interest and is unsecured.  Accrued interest related to this note was $265 as of September 30, 2012. During the period ended September 30, 2012, the note payable was converted into 1,166,666 shares of common stock of the Company.
 
On September 15, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Holder”) for the sale of a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $15,000. The net proceeds of the financing, after deducting placement agent fees, are to be used for our general working capital purposes. The Note bears interest at the rate of 12% per annum and matures on September 30, 2013. The Note is convertible into shares of our common stock at the fair market value of the shares at the date of conversion

On September 20, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Holder”) for the sale of a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $12,692. The net proceeds of the financing, after deducting placement agent fees, are to be used for our general working capital purposes. The Note bears interest at the rate of 12% per annum and matures on September 30, 2013. The Note is convertible into shares of our common stock at the fair market value of the shares at the date of conversion.

On August 7, 2012, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Holder”) for the sale of a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $4,500. The net proceeds of the financing, after deducting placement agent fees, are to be used for our general working capital purposes. The Note bears interest at the rate of 12% per annum and matures on August 7, 2013. The Note is convertible into shares of our common stock at the fair market value of the shares at the date of conversion.

NOTE 10 – DUE TO DIRECTOR

A director and shareholder of the Company advanced $505 to Vendum during the period ended December 31, 2010. The amount was unsecured, non-interest bearing and due on demand. The loan was repaid during the year ended December 31, 2011.

 
F-10

 
 
VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
 
NOTE 11 – CAPITAL STOCK

The Company has 750,000,000 shares of $0.001 par value common stock authorized.

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

In a share exchange transaction that closed on May 3, 2010, Wishart acquired all the issued and outstanding shares of Vendum Batteries Limited through the issuance of 8,500,023 shares of Wishart. The Company treated the purchase of Vendum Batteries Limited as a reverse acquisition pursuant to the guidance in Appendix B of SEC Accounting Disclosure Rules and Practices Official Text. Accordingly, these transactions are recorded as capital transactions in substance rather than business combinations.

Therefore, the transaction is equivalent to the issuance of stock by the private company for the net monetary assets of Wishart, accompanied by a recapitalization. Accordingly, the reverse acquisition has been accounted for as a recapitalization.  

For accounting purposes, Vendum is considered the acquirer in the reverse acquisition.  The historical financial statements are those of Vendum consolidated with the parent, Wishart Enterprises, Inc. Earnings per share for periods prior to the merger are restated to reflect the number of equivalent shares received by the acquiring company.

On May 3, 2010, the Company agreed to convert a note payable of $490,000 into 232,749,907 shares of common stock.

Also on May 3, 2010, the Company converted two convertible notes payable totaling $75,000 into 33,750,013 shares of common stock.

On November 1, 2010, the Company issued 500,000 common shares of stock for $70,000 cash.

On May 24, 2010, the Company completed an approximately 3:1 forward stock split.

On November 29, 2010, the Company completed a 5:1 forward stock split and increased its authorized share capital to 750,000,000 shares of common stock.

All share information presented in these financial statements and accompanying footnotes have been retroactively adjusted to reflect the increased number of shares resulting from these actions.

In July 2011, the Company issued 5,000,000 shares of common stock to two consultants. The stock is restricted and due to the lack of marketability was issued at a 30% discount on the fair value. The 5,000,000 shares were valued at $245,000.

During the nine months ended September 30, 2012, the Company converted $28,000 of the March 23, 2011 note into 17,214,375 shares of common stock.

The Company entered into an Investment Agreement with Centurion Private Equity, LLC (“Centurion”) on June 3, 2011.  Pursuant to the Investment Agreement, Centurion committed to purchase up to $5,000,000 of our common stock, over a period of time terminating upon 36 months from the date of the Investment Agreement, subject to an effective registration statement covering the resale of the common stock and subject to certain conditions and limitations set forth in the
 
 
F-11

 
 
VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
 
NOTE 11 – CAPITAL STOCK (CONTINUED)

Investment Agreement, including limitations based upon the trading volume of the Company’s common stock. The maximum aggregate number of shares issuable by us and purchasable by Centurion under the Investment Agreement is that number of shares of common stock having an aggregate purchase price of $5,000,000.  In conjunction with the signing of the agreement, the Company issued 1,220,126 shares with deemed value of $170,000 for document and commitment fees.

During the period ended September 30, 2012, the Company issued    114,258,336   shares of common stock in settlement of debt of $ 232,596.

There were 638,192,832 shares of common stock issued and outstanding as of September 30, 2012 and December 31, 2011.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

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

NOTE 13 – INCOME TAXES

As of September 30, 2012, the Company had net operating loss carry forwards of approximately $1,484,333 that may be available to reduce future years’ taxable income through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for the Federal income tax consists of the following for the periods ended September 30, 2012 and 2011:
 
   
2012
   
2011
 
Federal income tax benefit attributable to:
           
Current operations
  $ 15,439     $ 117,025  
Less: valuation allowance
    (15,439 )     (117,025 )
Net provision for Corporation income taxes
  $ 0     $ 0  

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of September 30, 2012 and December 31, 2011:

   
2012
   
2011
 
Deferred tax asset attributable to:
           
Net operating loss carryover
  $ 504,670     $ 489,176  
Less: valuation allowance
    (504,670 )     (489,176 )
Net deferred tax asset
  $ 0     $ 0  

 
F-12

 
 
VENDUM BATTERIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2012
 
NOTE 14 – SUBSEQUENT EVENTS
 
On October 3, 2012, the Company issued a 12% convertible promissory note in the amount of $ 10,000.

Subsequent to the end of the period, the Company issued 99,940,303 shares of common stock of the company in settlement of debt.

In accordance with ASC 855-10, the Company   has analyzed its operations subsequent to September 30, 2012 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
   
 
F-13

 
 
Item 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
 
Results of Operations for the three and nine months ended September 30, 2012 and September 30, 2011  

We generated no revenue for the period from November 16, 2009 (Date of Inception) until September 30, 2012. Without revenues, we are forced to rely on fundraising activities in order to continue as a going concern. If we are unable to generate revenues or raise funds in the near future, we will be forced to consider other business opportunities or cease operations.
 
Our operating expenses $37,178 for the three months ending September 30, 2012, as compared with $64,215   for the same period ended 2011. The decrease in our operating expenses for the three month period is largely due to a decrease in consulting fees and to a lesser extent a decrease in professional fees and general and administrative expenses offset by an increase in director compensation.

Our operating expenses $77,867 for the nine months ending September 30, 2012, as compared with $334,151   for the same period ended 2011. The decrease in our operating expenses for the nine month period is largely due to a decrease in consulting fees and to a lesser extent a decrease in professional fees and general and administrative expenses offset by an increase in director compensation.

Our net income for the comparative three month period ending September 30, 2012 was $11,278, as compared with a net loss of ($69,755)   for the same period ended 2011. Our net loss for the comparative nine month period ending September 30, 2012 was ($45,471), as compared with ($344,191)   for the same period ended 2011.The decrease in net loss is directly attributed to a decrease in operating expenses .
 
Liquidity and Capital Resources
 
The financial statements have been prepared on a going concern basis which assumes our company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.  We have a working capital deficit, and have incurred losses since inception resulting in an accumulated deficit of ($1,484,333) as of September 30, 2012, and further losses are anticipated in the development of our business, raising substantial doubt about our company’s ability to continue as a going concern.  The ability to continue as a going concern is dependent upon our company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.

As of September 30, 2012, we had total current assets of $173,563 consisting of cash and cash equivalents of $3,563 and total assets in the amount of $170,000. We had current liabilities in the amount of $352,111 as of September 30, 2012. Thus, we had a working capital deficit of ($178,548) as of September 30, 2012.
 
Cash used in operating activities was $75,472 for the nine months ended September 30, 2012 and was primarily attributed to our net loss of ($45,471) for the nine months ended September 30, 2012 offset by certain non- cash adjustments. Financing activities during the nine months ended September 30, 2012 generated $77,192 in cash during the period, which was due to the proceeds of 5 notes payable issued to third parties .
 
 
2

 
 
In June 2011, we entered into an Investment Agreement with Centurion for the provision of the Equity Line of up to $5,000,000. However, to date we have not met the conditions for use of the Equity line and there can be no assurance we will be able to meet such conditions in the future.
 
We have recently financed our operations through debt financings.  Despite our recent financings, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements. Other than the Equity Line, which we are currently unable to use, we do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that any additional financing will be available to us on acceptable terms, or at all.
 
We have notes payable issued to various lenders. A summary of the outstanding notes are as follows: (i) )  on September 15, 2012 we issued a convertible promissory note in the aggregate principal amount of $15,000. The note bears interest at the rate of 12% per annum and matures on September 30, 2013. The note is convertible into shares of our common stock at a conversion price equal to the fair market value of the common stock on the date of conversion (ii) on May 15,  2012 we issued a convertible promissory note in the aggregate principal amount of $10,000. The note bears interest at the rate of 12% per annum and matures on May 15, 2013. The note is convertible into shares of our common stock at a conversion price equal to the fair market value of the common stock on the date of conversion.(iii) on September 20, 2012 we issued a convertible promissory note in the aggregate principal amount of $12,692. The note bears interest at the rate of 12% per annum and matures on September 30, 2013. The note is convertible into shares of our common stock at a conversion price equal to the fair market value of the common stock on the date of conversion (iv) on August 7, 2012 we issued a convertible promissory note in the aggregate principal amount of $4,500. The note bears interest at the rate of 12% per annum and matures on August 7, 2013. The note is convertible into shares of our common stock at a conversion price equal to the fair market value of the common stock on the date of conversion. and (v) on May 18, 2010 we issued a convertible promissory note in the aggregate principal amount of $25,000. The note bears interest at the rate of 12% per annum and matures on September 3, 2011. The note is convertible into shares of our common stock at a conversion price equal to the fair market value of the common stock on the date of conversion.
 
On October 3, 2012, we issued a convertible promissory note in the aggregate principal amount of $10,000. The note bears interest at the rate of 12% per annum and matures on October 3, 2013. The note is convertible into shares of our common stock at a conversion price equal to the fair market value of the common stock on the date of conversion.
 
Set forth below is a chart of our outstanding debt obligations as of September 30, 2012: *
 
Original Principal Amount
 
Maturity Date
 
Features
         
 $ 15,000
 
September 15, 2013
 
Interest rate 12%
Convertible into shares of our common stock beginning based on the fair market value of the stock on the date of conversion
 $ 10,000
 
May 15, 2013
 
Interest rate 12%
Convertible into shares of our common stock beginning based on the fair market value of the stock on the date of conversion
$12,692
 
September 30, 2013
 
Interest rate 12%
Convertible into shares of our common stock beginning based on the fair market value of the stock on the date of conversion
$4,500
 
August 7,2013
 
Interest rate 12%
Convertible into shares of our common stock beginning based on the fair market value of the stock on the date of conversion
$25,000
 
September 3, 2011
 
Interest rate 12%
Convertible into shares of our common stock beginning based on the fair market value of the stock on the date of conversion
Does not include the note issued on October 3, 2012 described above
 
Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

Our critical accounting policies are set forth in Note 3 of the financial statements.
 
 
3

 
 
Recently Issued Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
 
Off Balance Sheet Arrangements

As of September 30, 2012, there were no off balance sheet arrangements.
   
Item 4.     Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2012. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer who is also our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer who is also our Chief Financial Officer concluded that, as of September 30, 2012, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.
 
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2012, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and Securities and Exchange Commission guidelines.
 
Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting
 
Our company plans to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this quarterly report on Form 10-Q, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, 2012: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
 
We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees. 
 
Changes in Internal Control over Financial Reporting
 
There were no changes in our internal control over financial reporting during the three months ended September 30, 2012 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
   
 PART II – OTHER INFORMATION
 
Item 1.     Legal Proceedings
 
We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.
 
Item 1A.    Risk Factors

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.
 
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
 
On August 7, 2012 we issued a convertible promissory note to an accredited investor . The note was issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The offering did not involve any general solicitation or advertising by us. The holder acknowledged the existence of transfer restrictions applicable to the securities sold by us. The note contained a legend stating the restrictions on transfer to which such securities are subject 

 
4

 

On September 15, 2012 we issued a convertible promissory note to an accredited investor . The note was issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The offering did not involve any general solicitation or advertising by us. The holder acknowledged the existence of transfer restrictions applicable to the securities sold by us. The note contained a legend stating the restrictions on transfer to which such securities are subject.
 
On September 30, 2012 we issued a convertible promissory note to an accredited investor . The note was issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The offering did not involve any general solicitation or advertising by us. The holder acknowledged the existence of transfer restrictions applicable to the securities sold by us. The note contained a legend stating the restrictions on transfer to which such securities are subject 

On October 3, 2012 we issued a convertible promissory note to an accredited investor . The note was issued in reliance on Section 4(2) of the Securities Act of 1933, as amended. The offering did not involve any general solicitation or advertising by us. The holder acknowledged the existence of transfer restrictions applicable to the securities sold by us. The note contained a legend stating the restrictions on transfer to which such securities are subject.
 
During the quarter ended September 30, 2012, we issued an aggregate of  114,258.336   shares of our common stock to investors upon conversion of convertible notes in reliance upon Section 3 (a)(9) of the Securities Act of 1933.

Subsequent to the quarter ended September 30, 2012, we issued an aggregate of  99,940,303   shares of our common stock to investors upon conversion of convertible notes in reliance upon Section 3 (a)(9) of the Securities Act of 1933.
 
Item 3.     Defaults upon Senior Securities 
 
One note issued in May 2010 in the principal amount of $25,000 was due and payable on September 3, 2011.
 
Item 4.     Mine Safety Disclosures

Not applicable
 
Item 5.     Other Information
 
None
 
Item 6.      Exhibits
 
Exhibit
Number
 
Description of Exhibit 
     
31.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 *Filed herewith.

**+101.INS XBRL Instance Document (15)
 
**+101.SCH XBRL Taxonomy Extension Schema Document (15)
 
**+101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (15)
 
**+101.DEF XBRL Taxonomy Extension Definition Linkbase Document (15)
 
**+101.LAB XBRL Taxonomy Extension Label Linkbase Document (15)

  **+101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (15)
 
 
5

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
VENDUM BATTERIES INC.
     
Date: November 19, 2012
By:
/s/ Rune Vind
   
Name: Rune Vind
   
Title: Chief Executive Officer and Director
(Principal Executive Officer and Principal Accounting Officer)
 
 

EXHIBIT 31.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14 OR RULE 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
 
I, Rune Vind, certify that:
  
   
1.
I have reviewed this quarterly report on Form 10-Q of Vendum Batteries Inc.;
     
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(s) 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(s) 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: November 19, 2012
 
  
By:  /s/Rune Vind                   
 
Name: Rune Vind
 
Title: Chief Executive Officer
 
(Principal Executive Officer) 

EXHIBIT 31.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14 OR RULE 15d-14 OF THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
        
I, Rune Vind, certify that:
     
1.
I have reviewed this quarterly report on Form 10-Q of Vendum Batteries Inc.;
     
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(s) 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(s) 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: November 19, 2012
 
  
By: /s/ Rune Vind                     
 
Name: Rune Vind
 
Title: Chief Financial Officer
 
(Principal Financial Officer and Principal Accounting Officer) 
 
EXHIBIT 32.1
 
CERTIFICATION CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Vendum Batteries Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that: 
 
(1)
the accompanying Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
   
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: November 19, 2012
 
 By:  
/s/ Rune Vind                        
 
Name: Rune Vind
 
Title: Chief Executive Officer
and Chief Financial Officer
(Principal Executive Officer and Principal Accounting Officer)