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~~March 3031, ~~2011~~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: 333-149197

Vendum Batteries Inc.

(Exact name of registrant as specified in its charter)

Nevada		39-2068976
(State or other jurisdiction of incorporation or organization)		(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 o Yes x No*

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 ~~Yeso~~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: ~~507~~523,~~116~~934,~~161~~496 shares as of ~~November~~May 1811, ~~2011~~2012

*Although the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act, it is voluntarily filing its annual and quarterly reports.

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	214
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4:	Controls and Procedures	617
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	718
Item 1A:	Risk Factors	718
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	718
Item 3:	Defaults Upon Senior Securities	718
Item 4:	~~Removed~~Mine ~~and~~Safety ~~Reserved~~Disclosures	718
Item 5:	Other Information	718
Item 6:	Exhibits	718

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS (unaudited)

AS OF ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012 AND DECEMBER 31, ~~2010~~2011

	September 30,			December 31,
ASSETS	March 31, 2012			December 31, 2011
ASSETS	2011			2010
Current Assets
Cash and cash equivalents	$	1611,~~075~~003		$	211,~~766~~843
Deferred offering costs		170,000			170,000
Total Current Assets		181,003			171,843
Other Asset
Intellectual property		~~200,000~~0			~~200,000~~0
Total Assets	$	~~216~~181,~~075~~003		$	~~221~~171,~~766~~843
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Accrued expenses	$	~~269~~233,~~278~~298		$	~~157~~239,~~605~~160
Accrued expenses – related party		9346,~~158~~359			846,~~680~~359
Accrued interest – related parties		1718,~~227~~911			716,~~188~~339
Due to director		0			505
Accrued interest		7,550			6,710
Due to director		0			0
Notes payable		7,000			7,000
Convertible notes payable – related parties		75,000			75,000
Convertible notes payable- other		134,500			0
Convertible notes payable, net of debt discount		142,000			96,167
Total Liabilities		589,163			248,978
Derivative liability		48,561			50,781
Total Liabilities		578,679			537,516
Stockholders' Deficit
Common stock, par value $.001, 750,000,000 shares authorized, 500,499,965 shares issued and outstanding (2010 – 500,499,965 issued and outstanding)		500,500			500,500
Common stock, par value $.001, 750,000,000 shares authorized, 523,934,496 shares issued and outstanding		523,934			523,934
Additional paid-in capital		~~134~~554,~~502~~068			~~134~~554,~~502~~068
Cumulative translation adjustment		(4,~~558~~813	)		(24,~~873~~813	)
Deficit accumulated during the development stage		(1,~~003~~470,~~532~~865	)		(~~659~~1,~~341~~438,862	)
Total Stockholders' Deficit		(~~373~~397,~~088~~676	)		(27365,~~212~~673	)
Total Liabilities and Stockholders' Deficit	$	~~216~~181,~~075~~003		$	~~221~~171,~~766~~843

See accompanying notes to financial statements.

~~F-1~~2

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS ~~(unaudited)~~

FOR THE THREE MONTHS ~~AND NINE MONTHS~~ ENDED ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012 AND ~~2010~~2011 (unaudited)

PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

	Three months ended September 30, 2011			Three months ended September 30, 2010			Nine months ended September 30, 2011			Nine months ended September 30, 2010			Period from November 16, 2009 (Inception) to September 30, 2011
	Three months ended March 31, 2012			Three months ended March 31, 2011			Period from November 16, 2009 (Inception) to March 31, 2012
REVENUES	$	0		$	0		$	0		$	0		$	0
OPERATING EXPENSES
Professional fees		191,~~563~~500			122,~~550~~500			70119,~~555~~376			~~21,854~~			~~116,402~~
Consulting fees		4115,~~506~~612			5453,~~289~~227			~~250~~727,~~331~~114			~~135,155~~			~~528,456~~
General and administrative expenses		32,~~146~~866			107,~~587~~468			1349,~~265~~353			~~26,627~~			~~41,446~~
TOTAL OPERATING EXPENSES		6419,~~215~~978			7763,~~426~~195			~~334~~895,~~151~~843			~~183,636~~			~~686,304~~
NET LOSS FROM OPERATIONS		(6419,~~215~~978	)		(7763,~~426~~195	)		(~~334~~895,~~151~~843	)		~~(183,636~~	)		~~(686,304~~	)
OTHER INCOME (EXPENSE)
Interest expense		(53,~~540~~412	)		0(2,250	)		(1026,~~040~~461	)		0			~~(17,228~~	)
Impairment of intellectual property		0			0			0			0			(300,000	)
Interest – amortization of debt discount		(10,833	)		0			(96,696	)
TOTAL OTHER INCOME (EXPENSE)		(5,540	)		0			(10,040	)		0			(317,228	)
Change in value of derivative liability		2,220			0			48,135
LOSS BEFORE PROVISION FOR INCOME TAXES		(69,755	)		(77,426	)		(344,191	)		(183,636	)		(1,003,532	)
Impairment of intellectual property		0			0			(500,000	)
PROVISION FOR INCOME TAXES		0			0			0			0			0
TOTAL OTHER INCOME (EXPENSE)		(12,025	)		(2,250	)		(575,022	)
NET LOSS	$	(69,755	)	$	(77,426	)	$	(344,191	)	$	(183,636	)	$	(1,003,532	)
LOSS BEFORE PROVISION FOR INCOME TAXES		(32,003	)		(65,445	)		(1,470,865	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
PROVISION FOR INCOME TAXES		0			0			0
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		500,499,965			99,999,993			500,499,965			55,555,552
NET LOSS	$	(32,003	)	$	(65,445	)	$	(1,470,865	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		523,934,496			500,499,965

See accompanying notes to financial statements.

~~F-2~~3

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)

FOR THE PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO ~~SEPTEMBER~~MARCH 3031, ~~2011~~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	)
Net loss and cumulative translation adjustment for the period ended September 30, 2011		-			-			-			(1,685	)		(344,191	)		(345,876	)
Shares issued for consulting services		5,000,000			5,000			240,000									245,000
Balance, September 30, 2011		500,499,965		$	500,500		$	134,502		$	(4,558	)	$	(1,003,532	)	$	(373,088	)
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			523,394			554,068			(4,813	)		(1,438,862	)		(365,673	)
Net loss and cumulative translation adjustment for the period ended March 31, 2012		-			-			-			-			(32,003	)		(32,003	)
Balance, March 31, 2012		523,934,496		$	523,934		$	554,068		$	(4,813	)	$	(1,470,865	)	$	(397,676	)

See accompanying notes to financial statements.

~~F-3~~4

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012 AND ~~2010~~2011

FOR THE PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO ~~SEPTEMBER~~MARCH 3031, ~~2011~~ 2012

	Nine months ended September 30, 2011			Nine months ended September 30, 2010			Period from November 16, 2009 (Inception) to September 30, 2011
	Three months ended March 31, 2012			Three months ended March 31, 2011			Period from November 16, 2009 (Inception) to March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(~~344~~32,~~191~~003	)	$	(~~183~~65,~~636~~445	)	$	(1,~~003~~470,~~532~~865	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of intellectual property		0			0			~~300~~500,000
Shares issued for services		0			0			245,000
Amortization of debt discount		10,833						96,696
Change in fair value of derivative liability		(2,220	)					(48,135	)
Changes in assets and liabilities:
Decrease in accounts receivable		0			4,812			0
Increase (decrease in accrued expenses		(5,862	)		36,879			233,298
Increase(decrease) in accrued expenses		111,673			51,157			269,278
Increase (decrease) in accrued expenses – related party		0			0			46,359
Increase (decrease) in accrued expenses – related party		84,478			0			93,158
Increase in accrued interest – related parties
Increase in accrued interest – related parties		10,039			0			17,227
Increase in accrued interest		3,412			2,250			26,461
Cash Flows Used in Operating Activities		(~~138~~25,~~001~~840	)		(~~127~~26,~~667~~316	)		(~~323~~371,~~869~~186	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid to acquire intellectual property		0			~~(10,000~~0	)		(10,000	)
Cash Flows Used in Investing Activities		0			~~(10,000~~0	)		(10,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from (repayment to) due to director		~~(505~~0	)		~~505~~500			0
Cash received for stock subscription receivable		0			20			2
Proceeds from convertible note payable		~~134,500~~0			~~100~~65,000			~~284~~285,~~500~~000
Proceeds from note payable		35,000			0			42,000
Proceeds from the sale of common stock		0			0			70,000
Cash Flows Provided by Financing Activities		~~133~~35,~~995~~000			~~100~~65,~~507~~500			~~354~~397,~~502~~002
Exchange rate effect on cash and cash equivalents		~~(1,685~~0	)		(1,~~443~~884	)		(4,~~558~~813	)
Net Increase (Decrease) in Cash and Cash Equivalents		(5,691	)		(35,717	)		16,075
Net Increase (decrease) in Cash and Cash Equivalents		9,160			37,300			11,003
Cash and cash equivalents, beginning of period		211,~~766~~843			4121,~~518~~766			0
Cash and cash equivalents, end of period	$	1611,~~075~~003		$	559,~~801~~066		$	1611,~~075~~003
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		$	20
Note payable issued to acquire intellectual property	$	0		$	~~490,000~~0		$	490,000
Convertible notes payable converted to common stock	$	0		$	~~595,000~~0		$	75730,000
Note payable settled in common stock	$	0		$	0		$	~~565,000~~0
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~~5

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Vendum Batteries Inc. (~~formerly Wishart Enterprises Limited) (~~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.

AsThe ~~further~~accompanying ~~described~~unaudited ininterim ~~Note~~financial 9,statements ~~the~~have ~~Company~~been ~~closed~~prepared aby ~~share~~Vendum ~~exchange~~Batteries ~~transaction~~Inc. ~~effective~~(“Vendum” ~~May~~and 3,the ~~2010~~“Company”) ~~with~~pursuant to the ~~shareholders~~rules ofand ~~Vendum~~regulations ~~Batteries~~of ~~Limited,~~the ~~which~~United ~~was~~States ~~incorporated~~Securities ~~under~~and ~~the~~Exchange ~~laws~~Commission. Certain ofinformation ~~the~~and ~~United~~disclosures ~~Kingdom~~normally onincluded ~~November~~in ~~16,~~annual ~~2009~~financial ~~(“Vendum~~statements ~~UK”).~~prepared ~~This~~in ~~share~~accordance ~~exchange~~with ~~transaction~~accounting ~~constituted~~principles agenerally ~~reverse~~accepted ~~merger~~in ~~and~~the aUnited ~~recapitalization~~States of ~~Vendum~~America have been condensed or omitted pursuant to such rules and regulations. In ~~conjunction~~the ~~with~~opinion ~~this~~of ~~reverse merger~~management, ~~the~~all ~~historical~~adjustments ~~accounts~~and disclosures necessary for a fair presentation of ~~Vendum~~these ~~become~~financial ~~the~~statements ~~historical~~have ~~accounts~~been included. Such adjustments consist of ~~Wishart~~normal ~~for~~recurring ~~accounting~~adjustments. These ~~purposes~~interim ~~and,~~financial statements should be read in conjunction ~~therewith,~~with ~~Wishart~~the ~~changed~~audited ~~its~~financial ~~fiscal~~statements of the Company for the year~~-end~~ toended December 31, to2011. The ~~coincide~~results ~~with~~of ~~the~~operations ~~historical~~for ~~year-end~~the ofthree ~~Vendum. Vendum~~months ~~Batteries~~ended ~~Limited~~March is31, a2012 ~~wholly-owned~~are ~~subsidiary~~not indicative of ~~Vendum~~the ~~Batteries~~results ~~Inc~~that may be expected for the full year.

The accompanying interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to 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,~~003~~470,~~532~~865 as of ~~September~~March 3031, ~~2011~~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.

F-5

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

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 ~~of America (“GAAP” accounting)~~. ~~The Company has adopted a December 31 fiscal year end.~~

VENDUM BATTERIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 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 $1611,~~075~~003 and $211,~~766~~843 of cash as of ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010,~~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.

F-6

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2011

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

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~~March 3031, ~~2011~~2012 and ~~December 31~~2011, ~~2010,~~ 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.

VENDUM BATTERIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

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 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~~March 3031, ~~2011~~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.

~~F-7~~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 March 31, 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 March 31, 2012 and, accordingly, an impairment charge of $200,000 was recorded.

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

NOTE 46 – ~~INTELLECTUAL~~ACCRUED ~~PROPERTY~~EXPENSES

OnAccrued ~~January~~expenses 4,at ~~2010~~March ~~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~~31,~~000. The~~ ~~Company~~2012 ~~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~~December ~~of the intellectual property was transferred to the Company on the date of the first $10~~31,~~000~~ ~~payment.~~2011 Onconsisted ~~May 3, 2010, the remaining $490,000 outstanding was converted into 232,749,907 shares~~ of ~~common stock of~~ the ~~Company.~~following:

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.

	2012		2011
Professional fees	$	16,163	$	37,025
Consulting fees		217,135		202,135
Total accrued expenses	$	233,298	$	239,160

NOTE 57 – ACCRUED EXPENSES – RELATED PARTY

Accrued expenses – related party consisted amounts due to an officer and ~~interest~~shareholder atof ~~September~~the ~~30,~~Company ~~2011~~for consulting services. There was $46,359 and ~~December~~$46,359 of accrued expenses – related party as of March 31, ~~2010~~2012 ~~consisted~~and ofDecember ~~the~~31, ~~following:~~2011, respectively.

	2011		2010
Professional fees	$	28,808	$	16,925
Consulting fees		240,470		140,680
Total accrued expenses	$	269,278	$	157,605

NOTE 8 – CONVERTIBLE NOTES PAYABLE – RELATED PARTIES

~~NOTE~~On 6December –10, ~~ACCRUED~~2009, ~~EXPENSES~~a –related ~~RELATED~~party ~~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.

Accrued expenses – related party consisted amounts due to an officer and shareholder of the Company for consulting services. There was $93,158 and $8,680 of accrued expenses – related party as of September 30, 2011 and December 31, 2010, respectively.

NOTE 7 – CONVERTIBLE NOTES PAYABLE

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.

~~F-8~~The balance of the convertible notes to related parties as of March 31, 2012 and December 31, 2011 was $75,000 and $75,000, respectively.

Accrued interest payable related to the above loans totaled $18,589 and $16,359 at March 31, 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.

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~ 2012

NOTE 79 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

~~The~~While ~~balance~~the ofNote is outstanding, the ~~convertible~~Holder ~~notes~~is entitled to ~~related~~a ~~parties~~reduction asin ofthe ~~September~~conversion ~~30,~~price ~~2011~~if ~~and~~we ~~December~~issue ~~31,~~any ~~2010~~securities ~~was~~for ~~$75,000~~a ~~and~~per ~~$75,000,~~share ~~respectively~~price less than the conversion price in effect available to the Holder.

Accrued interest payable related to the above loans totaled $17,227 and $7,188 at September 30, 2011 and December 31, 2010, respectively.

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 preceding the conversion date. The number of shares issuable upon conversion shall be proportionally adjusted to reflect any stock dividend, split or similar event.

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.

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,~~000~~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 ~~average of the lowest three trading prices of our common stock during the ten trading days on the~~ OTCBB ~~preceding~~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-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.

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 debt discount was $10,833 as of March 31, 2012.

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 convertible notes payable was $142,000 as of March 31, 2012. Accrued interest related to these notes was $7,607 as of March 31, 2012.

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

NOTE 79 – CONVERTIBLE NOTES PAYABLE (CONTINUED)

On ~~September~~February 2123, ~~2011~~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 $3735,~~500~~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 812% per annum and matures on ~~June~~February 924, ~~2012~~2013. 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~~fair ofmarket ~~the lowest three trading prices~~ value of ~~our common stock during~~ the ~~ten~~shares ~~trading~~at ~~days on~~ the ~~OTCBB preceding the conversion~~ date. ~~The number~~ of ~~shares issuable upon~~ conversion ~~shall be proportionally adjusted to reflect any stock dividend, split or similar event~~.

NOTE 810 – ~~DUE~~NOTE ~~TO DIRECTOR~~PAYABLE

AOn ~~director~~March ~~and~~31, ~~shareholder~~2011, of the Company ~~advanced~~issued ~~$1,005~~a ~~(December~~note ~~31,~~payable ~~2010~~for -proceeds of $~~505)~~ 7,000 to ~~Vendum~~help ~~during~~fund ~~the~~operations. ~~period~~The ~~ended~~note ~~March~~was 31due on April 30, 2011, bears 5% interest and is unsecured. The ~~amount~~note is ~~unsecured,~~in ~~non-interest~~default ~~bearing~~as ~~and~~of ~~due~~March on31, ~~demand~~2012. ~~The~~Accrued ~~loan~~interest ~~was~~related ~~repaid~~to ~~during~~this ~~the~~note ~~period~~was ~~ended~~$265 ~~September~~as 30of March 31, ~~2011~~2012.

NOTE 911 – ~~COMMON~~DUE ~~STOCK~~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.

NOTE 12 – 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.

~~F-10~~11

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

NOTE 912 – ~~COMMON~~CAPITAL STOCK (~~continued~~CONTINUED)

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.

~~There~~In ~~were~~July ~~500~~2011,~~499,965~~ ~~and~~the ~~500~~Company issued 5,~~499~~000,~~965~~000 shares of common stock ~~issued~~to two consultants. The stock is restricted and ~~outstanding~~due asto the lack of ~~September~~marketability was issued at a 30,% ~~2011~~discount ~~and~~on ~~December~~the ~~31,~~fair ~~2010~~value. The 5,000,000 ~~respectively~~shares were valued at $245,000.

~~The~~During ~~Company~~the ~~entered~~year ~~into~~ended ~~an Investment Agreement with Centurion Private Equity~~December 31, ~~LLC (“Centurion”) on June 3~~2011, ~~2011. Pursuant to~~ the ~~Investment~~Company ~~Agreement,~~converted ~~Centurion committed to purchase up to~~ $528,000~~,000~~ of ~~our common stock, over a period of time terminating upon 36 months from~~ the ~~date~~March ~~of the Investment Agreement~~23, ~~subject~~2011 tonote aninto ~~effective registration statement covering the resale of the common stock and subject to certain conditions and limitations set forth in the Investment Agreement~~17,214,375 ~~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~~.

~~NOTE~~The 10Company –entered ~~COMMITMENTS~~into ~~AND~~an ~~CONTINGENCIES~~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 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.

There were 523,934,496 shares of common stock issued and outstanding as of March 31, 2012 and December 31, 2011.

NOTE 13 – 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.

~~The Company entered into two consulting agreements during the year ended December 31, 2010. Both agreements are for twelve months and began in June and July 2010, respectively.~~12

F-11

VENDUM BATTERIES INC.

(FORMERLY WISHART ENTERPRISES LIMITED)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

NOTE 1114 – INCOME TAXES

As of ~~September~~March 3031, ~~2011~~2012, the Company had net operating loss carry forwards of approximately $1,~~003~~471,~~500~~000 that may be available to reduce future years’ taxable income through ~~2030~~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 years ended March 31, 2012 and 2011:

	September 30,			September 30,
	2012			2011
	2011			2010
Federal income tax benefit attributable to:
Federal income tax attributable to:
Current operations	$	10,881		$	22,250
Current Operations	$	117,025		$	62,000
Less: valuation allowance		(10,881	)		(22,250	)
Less: valuation allowance		(117,025	)		(62,000	)
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 March 31, 2012 and December 31, 2011:

	September 30,			December 31,
	2012			2011
	2011			2010
Deferred tax asset attributable to:
Net operating loss carryover	$	~~338~~500,~~086~~094		$	~~221~~489,~~061~~176
Less: valuation allowance		(~~338~~500,~~086~~094	)		(~~221~~489,~~061~~176	)
Net deferred tax asset	$	0		$	0

NOTE 1215 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to ~~September~~March 3031, ~~2011~~2012 ~~through~~to ~~November~~the 2,date ~~2011~~these financial statements were issued, and has determined that it does not have any ~~other~~ material subsequent events to disclose in these financial statements.

~~F-12~~13

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Forward~~This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-~~Looking~~looking ~~Statements~~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.

~~Certain~~Results statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of ~~the~~Operations Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for ~~forward-looking statements contained in~~ the ~~Private~~three ~~Securities~~months ~~Litigation~~ended ~~Reform~~March ~~Act of 1995~~31, ~~and~~2012 ~~are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations~~ and ~~assumptions~~March that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include31, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.2011

~~Company~~We ~~Overview~~generated no revenue for the period from November 16, 2009 (Date of Inception) until March 31, 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.

WeOur ~~were~~operating ~~incorporated~~expenses ~~under~~decreased ~~the~~to ~~name Wishart Enterprises Limited in December 2006. On May 3~~$19,978 ~~2010,~~for ~~we entered into a share exchange (~~the ~~“Share~~three ~~Exchange”)~~months ~~with~~ending ~~Vendum~~March Batteries Limited (“VDL”) whereby we acquired all of the issued and outstanding common stock of VDL and it became our wholly owned subsidiary. We changed our name to Vendum Batteries Inc. and our line of business from the health related business to working on the development of a new31, ~~environmentally friendly~~2012, ~~cellulose-based~~as ~~power~~compared ~~source. In connection~~ with ~~the Share Exchange we engaged in a 5~~ $63,195 for 1the ~~forward-split~~same ofperiod ~~our~~ended ~~common stock~~2011. ~~VDL~~The ~~was~~decrease ~~incorporated~~ in ~~the~~our ~~United~~operating ~~Kingdom~~expenses ~~in November 2009 and in January 2010 it acquired a patent, which subsequently lapsed,~~ for the ~~development~~three ofmonth aperiod non-toxic paper battery technology that does not use any rare earth metals or toxic metals and instead uses carbon nanotube electrode technology. We are currently working on developing new intellectual property that is ~~based~~largely ~~upon~~due ~~this~~to ~~patented~~a ~~technology~~decrease ~~that VDL acquired. Our development efforts, however, are only~~ in ~~the~~consulting ~~pre-production~~fees ~~stage~~attributed ~~and we do not have any products developed or otherwise ready for sale, as we have not yet completed our work on~~ to the ~~development~~waiver ofby ~~the technology and/or a prototype of~~ our ~~proposed~~former ~~new~~Chief ~~product. We~~Executive doOfficer ~~not~~who ~~intend~~was tothe ~~produce~~Chief ~~any~~Executive ~~batteries~~Officer weduring ~~may develop ourselves, instead we intend to license~~ the ~~technology~~ orquarter ~~‘know~~of ~~how’~~certain ~~that~~compensation wedue ~~may develop~~ to ~~third parties who would then produce and commercialize batteries based upon our licensed technology~~him.

~~The~~Our ~~battery~~net ~~that~~loss wedecreased ~~are~~for ~~working~~the oncomparative ~~developing~~three ~~will~~month beperiods ~~based on carbon nanotube technology~~ and iswas ~~intended to be non-toxic~~$32,003 ~~light-weight~~for ~~and~~the ~~rechargeable. Carbon~~three ~~nanotube~~months ~~technology~~ending ~~utilizes~~March ~~carbon nanotubes~~31, ~~which are tube-shaped materials made of carbon~~2012, ~~having~~as ~~the~~compared ~~diameter~~with ~~on the nanometer scale~~$65,445 for ~~which is one-billionth of a meter, or about one ten-thousandth of~~ the ~~thickness~~same ofperiod aended ~~human hair~~2011. ~~Due~~ toThe ~~the~~decrease size of the nanotubes, we believe we will be able to develop a battery that will be extremely thin and light-weight. Since we expect that it will be primarily composed of cellulose and not use any of the toxic heavy metals used in ~~traditional~~net ~~batteries,~~loss ~~such~~is asdirectly ~~mercury,~~attributed ~~lead, chromium, or cadmium, we also expect that the battery~~ to ~~be developed will be biodegradable. While we have not yet completed development of~~ the ~~technology~~decrease ~~or a prototype of the proposed battery, we expect it to be completed~~ in ~~early~~operating ~~2012 provided that we have adequate funding to continue our research and development efforts~~expenses.

During the year ended December 31, 2010 we incurred a loss of ($635,376). For the nine months ended September 30, 2011 we incurred a loss of ($344,191) and at September 30, 2011 we had a working capital deficit of ($573,088). To date we have not generated any revenue and have incurred significant operating losses since our inception, resulting in a deficit accumulated of $1,003,532 at September 30, 2011 and $659,341 at December 31, 2010. The opinion of our independent registered accounting firm for the fiscal years ended December 31, 2010 and December 31, 2009 is qualified subject to substantial doubt as to our ability as a going concern. Our current burn rate is $26,000 per month and we anticipate that we will need a minimum of $500,000 to accomplish our business goals. 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. As of September 30, 2011 we have notes in the aggregate principal amount of $209,500 outstanding. Of such amount, a note in the principal amount of $25,000 was due in September 2011 and is currently in default, a note in the principal amount of $50,000 was due July 27, 2011 and is currently in default and a note in the principal amount of $7,000 was due in April 2011 and is currently in default. We do not have the funds to repay the notes. 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 such as our $5,000,000 equity line (the “Equity Line”) with Centurion Private Equity, LLC (“Centurion”); however it is doubtful that we will be able to use the full Equity Line due to the conditions to its use, which include having two members of our board of directors who are independent, and there can be no assurance that we will meet the conditions necessary to be able to use the Equity Line, in which case the funds to be raised through the Equity Line will not be enough to achieve the basic goals of our business plan. Other than the Equity Line, 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. In addition, if the price that we issue any shares of our stock in a put is lower than the conversion price of our three notes in the principal amounts of $65,000, $32,500 and $37,500, certain of our lenders will be entitled to reduce the price at which they convert their notes to shares of our common stock and therefore will be entitled to receive more shares than anticipated, which will have the effect of diluting the shares of common stock of our investors. However, a reduction in the conversion price as set forth above will result in us issuing a greater number of shares of common stock than anticipated, which will have the effect of diluting the shares of common stock of our investors.

Recent Developments

On September 21, 2011, we received funds in connection with a Securities Purchase Agreement, dated as of September 7, 2011, with an accredited investor for the sale of a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $37,500. 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 55% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB preceding the conversion date. The number of shares issuable upon conversion shall be proportionally adjusted to reflect any stock dividend, split or similar event. The Note was issued in reliance on Section 4(2) of the Act. The issuance did not involve any general solicitation or advertising by us. The holder of the Note acknowledged the existence of transfer restrictions applicable to the Note. The Note contains a legend stating the restrictions on transfer to which the Note is subject.

Results of Operations for the three and nine months ended September 30, 2011 and September 30, 2010

We generated no revenue for the period from November 16, 2009 (Date of Inception) until September 30, 2011. 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 decreased approximately 17% to $64,215 for the three months ending September 30, 2011, as compared with $77,426 for the same period ended 2010. Our operating expenses increased approximately 82% to $334,151 for the nine months ending September 30, 2011, as compared with $183,636 for the same period ended 2010. The increase in our operating expenses for the nine month period is largely the result of increased consulting fees related to planning and preparing project documentation for research and development for new patents and to a lesser extent an increase in professional fees associated with our financings, offset by a decrease in general and administrative expenses due to the completion of management consultancy fees from Debondo Capital.

Our net loss decreased approximately 10% for the comparative three month periods and was $69,755 for the three months ending September 30, 2011, as compared with $77,426 for the same period ended 2010. Our net loss increased approximately 82% for the comparative nine month periods and was $344,191 for the nine months ending September 30, 2011, as compared with $183,636 for the same period ended 2010. The increase in the net loss is directly attributed the increase in operating expenses primarily the increase in consulting fees.

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,~~003~~470,~~532~~865 as of ~~September~~March 3031, ~~2011~~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~~March 3031, ~~2011~~2012, we had total current assets of $16181,~~075~~003 consisting of cash and cash equivalents and total assets in the amount of $~~216~~181,~~075~~003. We had current liabilities in the amount of $~~589~~578,~~163~~679 as of ~~September~~March 3031, ~~2011~~2012. Thus, we had a working capital deficit of ($~~573~~397,~~088~~676) as of ~~September~~March 3031, ~~2011~~2012.

~~Operating~~Cash ~~activities~~flows used ~~$138,001~~ in ~~cash~~operating activities was ($25,840) for the ~~nine~~three months ended ~~September~~March 3031, ~~2011.~~2012 ~~Our~~and ~~net loss of $344,191~~ was ~~the~~mostly ~~primary~~attributed ~~reason~~to ~~for~~ our ~~negative~~change ~~operating cash, offset by an increase~~ in ~~accrued~~fair ~~expenses~~value of ~~$111,673,~~derivative anliability ~~increase in related party accrued expenses of $84,478,~~ and annet ~~increase in related party accrued interest of $10,039~~loss. Financing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012 generated $~~133~~35,~~995~~000 in cash during the period, ~~all of~~ which was due to ~~proceeds~~a ~~from~~note ~~convertible notes, which was slightly offset by the repayment of $505 due to our director~~payable.

On March 23, 2011, we entered into a Securities Purchase Agreement with an accredited investor for the sale of a promissory note in the aggregate principal amount of $65,000 (the “March Note”). Additionally, on May 3, 2011, we entered into a Securities Purchase Agreement with an accredited investor for the sale of a promissory note in the aggregate principal amount of $32,500 (the “May Note”). On September 21, 2011, we entered into a Securities Purchase Agreement with an accredited investor for the sale of a promissory note in the aggregate principal amount of $37,500 (the “September Note,” and together with the March Note and the May Note, the “Notes”). The net proceeds of these financings, after deducting placement agent fees, are to be used for general working capital purposes. The March Note bears interest at the rate of 8% per annum and matures on December 28, 2011. The May Note bears interest at a rate of 8% and matures on February 2, 2012. The September Note bears interest at a rate of 8% and matures on June 9, 2012. The March Note is convertible into shares of our common stock beginning 180 days from the date of the March Note at a conversion price of 60% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB proceeding the conversion date. The May Note is convertible into shares of our common stock beginning 180 days from the date of the May 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. The September Note is convertible into shares of our common stock beginning 180 days from the date of the September Note at a conversion price of 55% 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. We are only entitled to prepay the Notes from the date of the Notes until 90 days thereafter at 150% of the outstanding principal balance, accrued and unpaid interest, default interest, and other amounts required under the Notes, so long as the holders of the Notes have not elected to convert the Notes into our common stock. We are only entitled to prepay the Notes 91 days from the date of the Notes up to 180 days from the date of the Notes at 175% of the outstanding principal balance, accrued and unpaid interest, default interest, and other amounts required under the Notes. We have no right to prepay the Notes after 180 days from the date of the Notes. Unless waived in writing by the holders of the Notes, we are prohibited from effecting the conversion of the Notes to the extent that as a result of such conversion the holders thereof would beneficially own more than 4.99% in the aggregate of our issued and outstanding common stock immediately after giving effect to the issuance of common stock upon conversion. While the Notes are 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. Under each Securities Purchase Agreement, the holder is entitled to a right of first refusal on any subsequent equity offerings (or debt offerings with an equity component) that we may engage in for a period of one year.

On March 23, 2011, we entered into a Securities Purchase Agreement with an accredited investor for the sale of a promissory note in the aggregate principal amount of $65,000 (the “March Note”). Additionally, on May 3, 2011, we entered into a Securities Purchase Agreement with an accredited investor for the sale of a promissory note in the aggregate principal amount of $32,500 (the “May Note”). On September 21, 2011, we entered into a Securities Purchase Agreement with an accredited investor for the sale of a promissory note in the aggregate principal amount of $37,500 (the “September Note,” and together with the March Note and the May Note, the “Notes”). The net proceeds of these financings, after deducting placement agent fees, are to be used for general working capital purposes. The March Note bears interest at the rate of 8% per annum and matures on December 28, 2011. The May Note bears interest at a rate of 8% and matures on February 2, 2012. The September Note bears interest at a rate of 8% and matures on June 9, 2012. The March Note is convertible into shares of our common stock beginning 180 days from the date of the March Note at a conversion price of 60% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB preceding the conversion date. The May Note is convertible into shares of our common stock beginning 180 days from the date of the May 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 preceding the conversion date. The number of shares issuable upon conversion shall be proportionally adjusted to reflect any stock dividend, split or similar event. The September Note is convertible into shares of our common stock beginning 180 days from the date of the September Note at a conversion price of 55% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB preceding the conversion date. The number of shares issuable upon conversion shall be proportionally adjusted to reflect any stock dividend, split or similar event. We are only entitled to prepay the Notes from the date of the Notes until 90 days thereafter at 150% of the outstanding principal balance, accrued and unpaid interest, default interest, and other amounts required under the Notes, so long as the holders of the Notes have not elected to convert the Notes into our common stock. We are only entitled to prepay the Notes 91 days from the date of the Notes up to 180 days from the date of the Notes at 175% of the outstanding principal balance, accrued and unpaid interest, default interest, and other amounts required under the Notes. We have no right to prepay the Notes after 180 days from the date of the Notes. Unless waived in writing by the holders of the Notes, we are prohibited from effecting the conversion of the Notes to the extent that as a result of such conversion the holders thereof would beneficially own more than 4.99% in the aggregate of our issued and outstanding common stock immediately after giving effect to the issuance of common stock upon conversion. While the Notes are 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. Under each Securities Purchase Agreement, the holder is entitled to a right of first refusal on any subsequent equity offerings (or debt offerings with an equity component) that we may engage in for a period of one year.14

For so long as we have any obligation under the Notes, we agreed to certain restrictions on our ability to declare dividends, repurchase our capital stock, borrow money, sell our assets, or advance loans to others. The Notes contain events of default which, if triggered, will result in the requirement to pay a default amount as specified in the Notes. The default amount depends on the particular event of default. In some cases, the amount we would owe the holder could be two times the sum of the outstanding principal balance of the Notes, accrued and unpaid interest, default interest (at 22% per annum), and other amounts required under the Notes. In other cases, the amount we would owe the holder would be 150% of the sum of the outstanding principal balance of the Notes, accrued and unpaid interest, default interest, and other amounts required under the Notes. Other cases elicit other default amounts as provided under the Notes. The Notes also provide for an option for the holder to take the default amount in shares of our common stock under a formula provided in the Notes in lieu of a cash payout.

In June 2011, we entered into the Investment Agreement ~~(the “Investment Agreement”)~~ with Centurion for the provision of the Equity Line of up to $5,000,000. Pursuant to the terms and conditions of the Investment Agreement, we may sell newly issued shares of our common stock to Centurion (each such sale, a “put”) from time to time at a price equal to the lesser of : (i) 96% of the Market Price (as defined below) of our common stock ; or (ii) the Market Price of our common stock minus $0.01, subject to certain dollar and share volume limitations for each put, until the earlier of : (a) 36 months from the date of the Investment Agreement ; or (b) until all puts under the Investment Agreement have reached an aggregate gross sales price equal to $5,000,000. Each put amount is limited to $250,000, provided further that the number of shares sold in each put shall not exceed a share volume limitation equal to the lesser of: (i) 1.5 million shares; (ii) 17.5% of the aggregate trading volume, excluding any block trades that exceed 50,000 shares of common stock, of the common stock traded on our primary exchange during any pricing period for such put excluding any days where the lowest intra-day trade price is less than the trigger price (which is the greater of : (a ) the floor price plus a fixed discount of the lesser of $.01 ; (b ) the floor price if any set by us divided by 0.96 ; or ( c ) $.01, the greater of all three clauses being referred to as the “Trigger Price”); (iii) an aggregate of $5,000,000 worth of common stock when combined with the put shares sold in all prior puts; or (iv) such number of put shares that when added to the number of shares of our common stock then beneficially owned by Centurion would exceed 9.9% of the number of shares of our common stock outstanding. The Investment Agreement provides that prior to exercising any put we must have a registration statement declared effective with respect to the shares to be sold under the Equity Line. “Market Price” means the average of the three lowest daily volume weighted average prices published daily by Bloomberg LP for our common stock during the fifteen consecutive trading day period immediately following the date specified by us on which we intend to exercise the applicable put. In connection with the preparation of the Investment Agreement and the registration rights agreement ~~with Centurion~~, we issued Centurion 128,453 shares of common stock as a document preparation fee having a value of $20,000 and 1,091,703 shares of our common stock as a commitment fee having a value of $150,000.

~~Despite~~On ~~our~~February ~~recent~~23, ~~financings~~2012, we ~~have~~issued ~~insufficient~~a ~~cash~~note toin ~~operate our business at~~ the ~~current~~principal ~~level~~amount ~~for~~of ~~the~~$35,000 ~~next twelve months and insufficient cash~~ to ~~achieve~~an ~~our~~investor ~~business~~(the ~~goals~~“2012 Note”). The ~~success~~2012 ofNote ~~our~~bears ~~business~~interest ~~plan~~at isthe ~~contingent~~rate ~~upon~~of us12% ~~obtaining~~per ~~additional~~annum ~~financing. We intend to fund operations through debt~~ and~~/or~~ ~~equity~~matures ~~financing~~on ~~arrangements~~February ~~such~~24, as2013. ~~the~~The ~~Equity~~2012 ~~Line;~~Note ~~however~~bears ~~there~~interest ~~can~~at bea norate ~~assurance~~of ~~that~~12% ~~we will meet the conditions necessary to be able to use the Equity Line~~ and ~~even~~matures ifon ~~such~~February ~~conditions are met~~24, it2013. isThe ~~doubtful~~2012 ~~that~~Note weis ~~will~~convertible beinto ~~able~~shares ~~to utilize the Equity Line to meet all~~ of our ~~funding~~common ~~needs~~stock orbased ~~that~~on wethe ~~will~~fair bevalue ~~able~~of ~~to fully utilize~~ the ~~Equity~~common ~~Line.~~stock ~~Other~~on ~~than~~ the ~~Equity~~date ~~Line,~~of weconversion. Fair dovalue ~~not~~is ~~have~~defined ~~any~~as ~~formal~~the ~~commitments~~share orprice ~~arrangements~~of ~~for~~ the ~~sales~~last offering of common stock or the ~~advancement~~30 orday ~~loan~~average of ~~funds~~the atcommon ~~this~~stock ~~time.~~in ~~There~~the ~~can~~event bea nopublic ~~assurance~~listing ~~that~~of ~~any~~the ~~additional~~common ~~financing~~stock ~~will~~has betaken ~~available to us on acceptable terms, or at all~~place.

415

WeDespite ~~have~~our ~~notes~~recent ~~payable issued to various lenders. A summary of the outstanding notes are as follows: (i) on July 26~~financings, ~~2010,~~ we ~~issued~~have ainsufficient ~~convertible~~cash ~~promissory note, in the principal amount of $50,000,~~ to ~~Paramount~~operate ~~Trading~~our ~~Company~~business ~~Inc. The note accrues interest~~ at ~~12%~~the ~~per~~current ~~annum.~~level ~~The~~for ~~note,~~the ~~together~~next ~~with~~twelve ~~all~~months ~~accrued interest, was due~~ and ~~payable~~insufficient bycash ~~July 27, 2011 and~~ to ~~date~~achieve noour ~~payment~~business ~~has been made under the note and we are in default under the note~~goals. The ~~note~~success ~~is convertible into shares~~ of our ~~common~~business ~~stock~~plan atis ~~fair~~contingent ~~market~~upon ~~value,~~us ~~determined~~obtaining byadditional ~~the lesser of our share price of our last private offering or the 30 day average of our trading stock; (ii) on March 23, 2011, we issued a note in the aggregate principal amount of $65,000~~financing. ~~The~~We ~~note~~intend ~~bears~~to ~~interest~~fund atoperations ~~the~~through ~~rate~~debt ~~of 8% per annum~~ and/or ~~matures~~equity onfinancing ~~December~~arrangements ~~28,~~such ~~2011.~~as ~~The note is convertible into shares of our common stock beginning 180 days from~~ the ~~date~~Equity ofLine; ~~the~~however ~~note~~there atcan a conversion price of 60% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB preceding the conversion date. The number of shares issuable upon conversion shall be ~~proportionally~~no ~~adjusted~~assurance tothat ~~reflect any stock dividend, split or similar event; (iii) on May 3, 2011,~~ we ~~entered~~will ~~into~~meet ~~a Securities Purchase Agreement with an accredited investor for~~ the ~~sale~~conditions ofnecessary ato convertible promissory note in the aggregate principal amount of $32,500. 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 average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB preceding the conversion date. The number of shares issuable upon conversion shall be ~~proportionally~~able ~~adjusted~~ to ~~reflect~~use ~~any stock dividend, split or similar event; (iv) on May 18, 2010, we issued a convertible promissory note, in~~ the ~~principal~~Equity ~~amount of $25,000~~Line. ~~The~~Other ~~note~~than ~~accrues~~the ~~interest~~Equity ~~at 12% per annum. The note~~Line, ~~together with all accrued interest, was due and payable by September 3, 2011; (v) on March 31, 2011,~~ we ~~entered~~do ~~issued a note in the principal amount of $7,000 that was due and payable by April 30, 2011. To date this loan has~~ not ~~been~~have ~~repaid;~~any ~~and~~formal ~~(vi)~~commitments onor ~~September~~arrangements ~~21, 2011 we entered into a Securities Purchase Agreement with an accredited investor~~ for the ~~sale~~sales of astock ~~convertible~~or ~~promissory note in~~ the ~~aggregate~~advancement ~~principal~~or ~~amount~~loan of ~~$37,500.~~funds ~~The note bears interest~~ at ~~the~~this ~~rate of 8% per annum and matures on June 9, 2012~~time. ~~The~~There ~~note~~can isbe ~~convertible~~no ~~into~~assurance ~~shares~~that ofany ~~our~~additional ~~common~~financing ~~stock~~will beginning 180 days from the date of the note at a conversion price of 55% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB preceding the conversion date. The number of shares issuable upon conversion shall be ~~proportionally~~available ~~adjusted~~ to ~~reflect~~us ~~any~~on ~~stock~~acceptable ~~dividend~~terms, ~~split~~ or ~~similar~~at ~~event~~all.

Set forth below is a chart of our outstanding debt obligations as of ~~September~~March 3031, ~~2011~~2012:

Original Principal Amount	Maturity Date	Features
$50,000	July 27, 2011	Interest rate 12% Convertible into shares of our common stock determined by the lesser of our share price of our last private offering or the 30 day average of our trading stock
$50,000 of which $37,000 remains outstanding	July 27, 2011	Interest rate 12% Convertible into shares of our common stock determined by the lesser of our share price of our last private offering or the 30 day average of our trading stock
$65,000	December 28, 2011	Interest rate 8% Convertible into shares of our common stock beginning 180 days from the date of the note at a conversion price of 60% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB preceding the conversion date
$32,500	February 2, 2012	Interest rate 8% Convertible into shares of our common stock beginning 180 days from the date of the note at a conversion price of 58% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB preceding the conversion date
$25,000	September 3, 2011	Interest rate 12 %
$7,000	April 30, 2011	Interest rate 5%
$37,500	June 9, 2012	Interest rate 8% Convertible into shares of our common stock beginning 180 days from the date of the note at a conversion price of 55% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB preceding the conversion date.
$35,000	February 24, 2013	Interest rate 12% Convertible into shares of our common stock at a conversion price of the fair value of our common stock on the date of conversion. Fair value is defined as the share price of the last offering of common stock or the 30 day average of the common stock in the event a public listing of the common stock has taken place.

5Recent Developments

~~The~~On ~~opinion~~April ~~of our independent registered accounting firm for the fiscal year ended December 31~~25, ~~2010 and December 31~~2012, ~~2009~~the isCompany ~~qualified~~appointed ~~subject~~Mr. toRune ~~substantial~~Vind ~~doubt as~~ to ~~our~~its ~~ability~~Board ~~as a going concern. Our current burn rate is $26,000 per month and we anticipate that we will need a minimum~~ of ~~$500,000 to accomplish our business goals~~Directors. ~~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~~ Mr. AsVind ~~of September 30, 2011 we have notes in the aggregate principal amount of $175,500 outstanding. Of such amount, a note in the principal amount of $25,000~~ was ~~due~~not inselected ~~September~~as ~~2011 and is currently in default,~~ a ~~note~~director inpursuant the principal amount of $50,000 was due July 27, 2011 and is currently in default and a note in the principal amount of $7,000 was due in April 2011 and is currently in default. We do not have the funds to ~~repay~~any ~~the~~arrangement ~~notes. The success of our business plan is contingent upon us obtaining additional financing. We intend to fund operations through debt and/~~or ~~equity~~understanding ~~financing~~with ~~arrangements~~any ~~such~~other ~~as our $5~~person,~~000,000~~ ~~Equity Line; however it is doubtful that we will be able to use the full Equity Line due to the conditions to its use,~~ and ~~there~~does can be no assurance that we will meet the conditions necessary to be able to use the Equity Line, which include having two members of our board of directors who are independent. Other than the Equity Line, we do not have any ~~formal~~reportable ~~commitments~~transactions orunder ~~arrangements~~Item ~~for~~404(a) ~~the sales~~ of ~~stock~~Regulation ~~or the advancement or loan of funds at this time~~S-K. ~~There can be no assurance that any additional financing will be available to us on acceptable terms, or at all.~~

~~Going~~On ~~Concern~~April 26, 2012, the Company received written notice of the resignation of Fraser Cottington as President, Chief Executive Officer, Chief Financial Officer and a director of the Company, effective as of April 26, 2012.

WeOn ~~have~~April a26, ~~working capital deficit~~2012, ~~and~~the ~~have~~Board ~~incurred~~of ~~losses~~Directors ~~since~~appointed ~~inception~~Rune ~~resulting~~Vind into anbe ~~accumulated deficit of $1~~President,~~003,532~~ asChief ofExecutive ~~September~~Officer ~~30, 2011,~~ and ~~further~~Chief ~~losses~~Financial ~~are~~Officer ~~anticipated~~of in the ~~development~~Company ~~of our business raising substantial doubt about our ability~~ to ~~continue~~fill asthe aoutstanding ~~going concern~~vacancies. Mr. ~~The~~Vind ~~ability~~was tonot ~~continue~~selected as aPresident, ~~going~~Chief ~~concern~~Executive isOfficer ~~dependent upon our generating profitable operations in the future~~ and~~/or~~ toChief ~~obtain~~Financial ~~the~~Officer ~~necessary~~pursuant ~~financing~~ to ~~meet~~any ~~our~~arrangement ~~obligations~~or ~~and~~understanding ~~repay our liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months~~ with ~~existing~~any ~~cash~~other onperson, ~~hand~~ and ~~loans~~does ~~from~~not ~~directors~~have ~~and~~any orreportable ~~private~~transactions ~~placement~~under Item 404(a) of ~~common~~Regulation ~~stock~~S-K.

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~~March 3031, ~~2011~~2012, there were no off balance sheet arrangements.

~~Item~~Critical ~~3. Quantitative~~Accounting ~~and Qualitative Disclosures About Market Risk~~Policies

AIn ~~smaller~~December ~~reporting~~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, asand ~~defined~~requires bymanagement’s ~~Item~~most 10difficult, ofsubjective ~~Regulation~~or ~~S-K~~complex judgments, isoften ~~not~~as ~~required~~a result of the need to ~~provide~~make estimates about the ~~information~~effect ~~required~~of bymatters ~~this~~that ~~item~~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.

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~~March 3031, ~~2011~~2012. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer ~~and~~who is also our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer ~~and~~who is also our Chief Financial Officer concluded that, as of ~~September~~March 3031, ~~2011~~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~~March 3031, ~~2011~~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, ~~2011~~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. In January 2011, we hired an outsourced controller to improve the controls for accounting and financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended ~~September~~March 3031, ~~2011~~2012 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

617

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

InOn ~~July~~February ~~2011~~23, 2012, we issued ~~5,000,000~~a ~~shares~~promissory ofnote ~~our~~in ~~common~~the ~~stock~~principal toamount ~~two~~of ~~advisors~~$35,000 inthat ~~accordance~~bears ~~with~~interest at the ~~terms~~rate of ~~agreements~~12% ~~that~~and wematures ~~entered~~February ~~into~~24, ~~during the prior year~~2013. ~~These~~This ~~issuances~~issuance of ~~shares~~securities qualified for exemption under Section 4(2) of the Securities Act and Regulation D thereunder since the ~~issuances~~issuance did not involve a public offering. ~~These~~The ~~issuances~~issuance ~~were~~was not a public offering as defined in Section 4(2) because the ~~offers~~offer and ~~sales~~sale ~~were~~was made to an insubstantial number of persons and because of the manner of the offering. ~~These~~The ~~issuances~~issuance ~~were~~was done with no general solicitation or advertising by us. Based on an analysis of the above factors, our company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for ~~these~~the ~~issuances~~issuance.

On September 21, 2011, we received funds in connection with a Securities Purchase Agreement, dated as of September 7, 2011 (the “Purchase Agreement”), with an accredited investor for the sale of a Convertible Promissory Note (the “Note”) in the aggregate principal amount of $37,500. 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 55% of the average of the lowest three trading prices of our common stock during the ten trading days on the OTCBB preceding the conversion date. The number of shares issuable upon conversion shall be proportionally adjusted to reflect any stock dividend, split or similar event. This issuance qualified for exemption under Section 4(2) of the Securities Act and Regulation D thereunder since the issuances did not involve a public offering. The issuance was not a public offering as defined in Section 4(2) because the offer and sale was made to an insubstantial number of persons and because of the manner of the offering. The issuance was done with no general solicitation or advertising by us. Based on an analysis of the above factors, our company has met the requirements to qualify for exemption under Section 4(2) of the Securities Act for the issuance.

Item 3.

Defaults upon Senior Securities

None

Item 4. ~~(Removed~~ ~~and~~Mine ~~Reserved)~~Safety Disclosures

Not applicable

Item 5.

Other Information

None

Item 6.

Exhibits

Exhibit Number	~~Description of Exhibit~~	Description of Exhibit
4.1	~~Convertible Promissory Note, dated September 7, 2011, in the principal amount of $37,500 (incorporated by reference to the Current Report on Form 8-K filed on September 22, 2011)~~	Promissory Note, dated February 23, 2012, in the principal amount of $35,000*
10.1	Securities Purchase Agreement, dated as of September 7, 2011, by and between the Company and Asher Enterprises, Inc. (incorporated by reference to the Current Report on Form 8-K filed on September 22, 2011)
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*
31.1	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*
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*
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.

7**+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 22, 2011	By:	/s/ Fraser Cottington
Date: May 18, 2012	By:	/s/ Rune Vind
		Name: Fraser Cottington
		Name: Rune Vind
		Title: Chief Executive Officer and Director (Principal Executive Officer and Principal Accounting Officer)

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