VENDUM BATTERIES INC. - FORM 10-Q

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EX-32.I - 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* - VENDUM BATTERIES INC.	f10q0912ex32i_vendum.htm
EX-31.II - 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* - VENDUM BATTERIES INC.	f10q0912ex31ii_vendum.htm
EXCEL - IDEA: XBRL DOCUMENT - VENDUM BATTERIES INC.	Financial_Report.xls
EX-31.I - 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* - VENDUM BATTERIES INC.	f10q0912ex31i_vendum.htm

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 Noo

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

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 Equivalents

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.

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.

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

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)

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)

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