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EX-31 - EX 31.2 SECTION 302 CERTIFICATIONS - PARALLAX HEALTH SCIENCES, INC.endeavor10q033111ex312.htm
EX-31 - EX 31.1 SECTION 302 CERTIFICATIONS - PARALLAX HEALTH SCIENCES, INC.endeavor10q033111ex311.htm
EX-32 - EX 32.1 SECTION 906 CERTIFICATIONS - PARALLAX HEALTH SCIENCES, INC.endeavor10q033111ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 


FORM 10-Q


 X . QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2011


     . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934


For the transition period from ______ to _______


Commission File Number 000-52534


ENDEAVOR POWER CORP.

(Exact name of registrant as specified in its charter)


Nevada

 

72-1619357

(State of incorporation)

  

(I.R.S. Employer Identification No.)

 

317 E. Penn Avenue

Robesonia, PA 19551

(Address of principal executive offices)

 

(877) 285-5359

(Registrant’s telephone number)


with a copy to:

Carrillo, Huettel & Zouvas, LLP

3033 Fifth Ave. Suite 400

San Diego, CA 92103

Telephone (619) 546-6100

Facsimile: (619) 546-6060

 

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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).  Yes      . No      . (Not required)


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

Smaller reporting company

  X .


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      . No  X .


As of May 19, 2011, there were 154,563,898 shares of the registrant’s $.001 par value common stock issued and outstanding.




ENDEAVOR POWER CORP.*


TABLE OF CONTENTS 

   

  

PAGE


PART I


FINANCIAL INFORMATION

 

 

ITEM 1.

 

FINANCIAL STATEMENTS

 

3

 

ITEM 2.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

13


ITEM 3.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


15


ITEM 4.


CONTROLS AND PROCEDURES


16


PART II


OTHER INFORMATION


 

ITEM 1.

 

LEGAL PROCEEDINGS


16


ITEM 1A.

 

RISK FACTORS


16

 

ITEM 2.

 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


16

 

ITEM 3.

 

DEFAULTS UPON SENIOR SECURITIES


17


ITEM 4.


[REMOVED AND RESERVED]


17


ITEM 5.


OTHER INFORMATION


17

 

ITEM 6.

 

EXHIBITS


17


Special Note Regarding Forward-Looking Statements


Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Endeavor Power Corp. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "EDVP" refers to Endeavor Power Corp.



2




PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS


Endeavor Power Corp.

(An Exploration Stage Company)


March 31, 2011


 

Index

Balance Sheets (unaudited)

4

 

 

Statements of Operations (unaudited)

5

 

 

Statements of Cash Flows (unaudited)

6

 

 

Statement of Stockholders’ Equity  (Deficit) (unaudited)

7

 

 

Notes to the Financial Statements (unaudited)

8




3



Endeavor Power Corp.

(An Exploration Stage Company)

Balance Sheets

(expressed in U.S. dollars)

(unaudited)


 

March 31,

2011

$

December 31,

2010

$

 

 

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash

1,747

27,802

 

 

 

Total Current Assets

1,747

27,802

 

 

 

Property and Equipment, net

11,722

12,847

 

 

 

 

13,469

40,649

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

14,710

4,839

 

 

 

Accrued Liabilities

52,316

48,230

 

 

 

Due to Related Parties

123,116

120,116

 

 

 

Notes Payable

84,075

19,075

 

 

 

Notes Payable – Related

417,438

417,438

 

 

 

Total Liabilities

691,655

609,698

 

 

 

Stockholders’ Deficit

 

 

 

 

 

Preferred Stock

Authorized: 10,000,000 preferred shares, with a par value of $0.001 per share

Issued and outstanding: nil preferred shares

 

 

 

Common Stock

Authorized: 250,000,000 common shares, with a par value of $0.001 per share

Issued and outstanding:154,563,898 and 144,563,898 common shares, respectively

154,564

144,564

 

 

 

Additional Paid-In Capital

17,506,270

15,716,270

 

 

 

Deficit Accumulated During the Exploration Stage

(18,339,020)

(16,429,883)

 

 

 

Total Stockholders’ Deficit

(678,186)

(569,049)

 

 

 

Total Liabilities and Stockholders’ Deficit

13,469

40,649

 

 

 




(The accompanying notes are an integral part of these financial statements)


4



Endeavor Power Corp.

(An Exploration Stage Company)

Statements of Operations

(expressed in U.S. dollars)

(unaudited)


 


For the Three Months Ended March 31,

2011


For the Three Months Ended March 31,

2010

Accumulated from July 6, 2005 (Date of Inception) to March 31,

2011

 

$

$

$

 

 

 

 

 

 

 

 

Revenue

142,861

163,258

Cost of sales

84,755

120,801

 

 

 

 

 

58,106

42,457

 

 

 

 

Expenses

 

 

 

 

 

 

 

Consulting expense

1,800,000

1,800,000

Depreciation expense

1,125

1,778

General and administrative

46,412

675

4,335,488

Management fees

3,000

1,015,167

Professional fees

22,022

22,639

279,376

Rent

6,600

8,800

Wages and salaries

75,901

119,783

 

 

 

 

Total Expenses

1,955,060

23,314

7,560,392

 

 

 

 

Net Operating Loss

(1,896,954)

(23,314)

(7,517,935)

 

 

 

 

Other Income (Expenses)

 

 

 

 

 

 

 

Interest income

1,823

Interest and accretion expense

(12,183)

(123,698)

(938,664)

Loss on settlement of debt

(3,292,149)

 

 

 

 

Total Other Income (Expenses)

(12,183)

(123,698)

(4,228,990)

 

 

 

 

Net Loss from continuing operations

(1,909,137)

(147,012)

(11,746,925)

 

 

 

 

Discontinued operations

(6,592,095)

 

 

 

 

Net Loss and comprehensive loss

(1,909,137)

(18,339,020)

 

 

 

 

Loss Per Share – Basic and Diluted

Net Loss Per Share – Basic and Diluted

 

 

 

Continuing operations

(0.01)

(0.21)

 

Discontinued operations

 

 

 

 

 

Weighted Average Shares Outstanding

148,563,898

688,882

 




(The accompanying notes are an integral part of these financial statements)


5



Endeavor Power Corp.

(An Exploration Stage Company)

Statements of Cash Flows

(expressed in U.S. dollars)

(unaudited)


 

 

For the Three Months Ended March 31,

2011

 

For the Three

Months Ended

March 31,

2010

 

Accumulated from July 6, 2005 (Date of Inception) to March 31,

2011

 

 

$

 

$

 

$

 

 

 

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

(1,909,137)

 

(147,012)

 

(11,746,925)

 

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Accretion expense

 

 

103,318

 

826,541

Depreciation expense

 

1,125

 

 

1,778

Common shares issued for services

 

1,800,000

 

 

6,880,452

Common shares issued for incentives

 

 

 

110,250

Loss on settlement of debt

 

 

 

3,292,149

 

 

 

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

13,957

 

43,423

 

124,266

Due to related parties

 

3,000

 

 

29,255

 

 

 

 

 

 

 

Net Cash Used In Operating Activities

 

(91,055)

 

(271)

 

(482,234)

 

 

 

 

 

 

 

Investing Activity

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

 

(13,500)

 

 

 

 

 

 

 

Net Cash Used in Investing Activity

 

 

 

(13,500)

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from related parties

 

 

271

 

1,061,561

Proceeds from note payable

 

65,000

 

 

84,075

Proceeds from shareholders

 

 

 

264,949

Proceeds from issuance of common shares

 

 

 

83,991

Repayment on cancellation of common shares

 

 

 

(5,000)

 

 

 

 

 

 

 

Net Cash Provided By Financing Activities

 

65,000

 

271

 

1,489,576

 

 

 

 

 

 

 

Cash flows from discounting operations

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

 

(382,377)

Net cash used in investing activities

 

 

 

(609,718)

 

 

 

 

 

 

 

 

 

 

 

(992,095)

 

 

 

 

 

 

 

Increase (Decrease) in Cash

 

(26,055)

 

 

1,747

 

 

 

 

 

 

 

Cash – Beginning of Period

 

27,802

 

 

 

 

 

 

 

 

 

Cash – End of Period

 

1,747

 

 

1,747

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

 

 

Income tax paid

 

 

 

 

 

 

 

 

 

 

Non-cash Investing and Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued to acquire mineral properties

 

 –

 

 –

 

 5,600,000




(The accompanying notes are an integral part of these financial statements)


6



Endeavor Power Corp.

(A Development Stage Company)

Statements of Stockholders’ Equity (Deficit)

From July 6, 2005 (Date of Inception) to March 31, 2011

(unaudited)


 

Common Stock

Additional

 

 

 

Shares

Par Value

Paid-In

Capital

Accumulated

Deficit

Total

 

#

$

$

$

$

 

 

 

 

 

 

Balance – July 6, 2005 (Date of Inception)

 

 

 

 

 

 

Issuance of common shares for services

1

 

 

 

 

 

 

Net loss for the period

(750)

(750)

 

 

 

 

 

 

Balance – December 31, 2005

1

(750)

(750)

 

 

 

 

 

 

Issuance of founder shares for cash at $0.000015 per common share

3,250,000

3,250

1,750

5,000

 

 

 

 

 

 

Issuance of common shares for cash at $0.0015 per common share

513,460

513

78,478

78,991

 

 

 

 

 

 

Net loss for the year

(23,830)

(23,830)

 

 

 

 

 

 

Balance – December 31, 2006

3,763,461

3,763

80,228

(24,580)

59,411

 

 

 

 

 

 

Cancellation of common shares

(3,250,000)

(3,250)

(1,750)

(5,000)

 

 

 

 

 

 

Issuance of common shares to acquire mineral property at $0.40 per common share

140,000

140

5,599,860

5,600,000

 

 

 

 

 

 

Net loss for the year

(73,915)

(73,915)

 

 

 

 

 

 

Balance – December 31, 2007

653,461

653

5,678,338

(98,495)

5,580,496

 

 

 

 

 

 

Assumption Agreement

255,050

255,050

 

 

 

 

 

 

Settlement of related party debt

37,883

37,883

 

 

 

 

 

 

Net loss for the year

(6,107,944)

(6,107,944)

 

 

 

 

 

 

Balance – December 31, 2008

653,461

653

5,971,271

(6,206,439)

(234,515)

 

 

 

 

 

 

Issuance of shares to settle debt

3,437

3

504,698

504,701

 

 

 

 

 

 

Issuance of shares for services

32,000

32

3,775,968

3,776,000

 

 

 

 

 

 

Beneficial conversion of warrants

 

 

826,541

 

826,541

 

 

 

 

 

 

Net loss for the year

(5,093,507)

(5,093,507)

 

 

 

 

 

 

Balance – December 31, 2009

688,898

689

11,078,478

(11,299,946)

(220,779)

 

 

 

 

 

 

Issuance of shares to settle debt

140,375,000

140,375

3,731,292

3,871,667

 

 

 

 

 

 

Issuance of shares for services

3,500,000

3,500

906,500

910,000

 

 

 

 

 

 

Net loss for the year

(5,129,937)

(5,129,937)

 

 

 

 

 

 

Balance – December 31, 2010

144,563,898

144,564

15,716,270

(16,429,883)

(569,049)

 

 

 

 

 

 

Issuance of shares for services

10,000,000

10,000

1,790,000

1,800,000

 

 

 

 

 

 

Net loss for the period

(1,909,137)

(1,909,137)

 

 

 

 

 

 

Balance – March 31, 2011 (unaudited)

154,563,898

154,564

17,506,270

(18,339,020)

(678,186)



(The accompanying notes are an integral part of these financial statements)


7



Endeavor Power Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



1.

Nature of Operations and Continuance of Business


Endeavor Power Corp. (the “Company”) was incorporated in the State of Nevada on July 6, 2005 under the name VB Biotech Laboratories, Inc. (“VB Labs”).  On September 21, 2007, the Company filed a Certificate of Amendment with the State of Nevada to change its operating name to VB Trade, Inc. (“VB Trade”), with principal business operations to develop an online website that allowed web designers to sell their website designs in exchange for a commission on all products that were sold through the website.   On September 21, 2007, the Company entered into a Plan of Merger (the “Merger”) with Endeavor Uranium, Inc., a mineral exploration company with mineral properties in the northwestern United States.  Effectively, the Company changed its name to Endeavor Uranium, Inc. as part of the Merger transaction.  On December 23, 2008, the Company entered into a Joint Venture Agreement (the “Agreement”) with Federated Energy Corporation (“Federated”), a Tennessee corporation, for working interests in prospective oil and gas wells located in Nowata County, Oklahoma.  Effectively on December 23, 2008, the Company changed its operating name to Endeavor Power Corp.  


On November 8, 2010, the Company discontinued its operations in its working interests in oil and gas exploration and changed its operating focus to the development of e-waste processing services aimed at industrial and government clients.  


Going Concern


These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future.  As at March 31, 2011, the Company had a working capital deficit of $678,186 and an accumulated deficit of $18,339,020. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 


2.

Summary of Significant Accounting Policies


a)

Basis of Presentation


These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31.


b)

Interim Financial Statements


These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. Therefore, these consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2010, included in the Company’s Annual Report on Form 10- filed on April 14, 2011 with the SEC.


The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at March 31, 2011, and the results of its operations and cash flows for the three month periods ended March 31, 2011 and 2010. The results of operations for the period ended March 31, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year.



8



Endeavor Power Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



2.

Summary of Significant Accounting Policies (continued)


c)

Cash and Cash Equivalents


The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at March 31, 2011 and December 31, 2010, the Company had no cash equivalents.


d)

Use of Estimates


The preparation of financial statements in conformity with generally accepted accounting principles in the United States and 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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of its mineral properties, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


e)

Basic and Diluted Net Income (Loss) Per Share


The Company computes net income (loss) per share in accordance with ASC 260, Earning per Share.  ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.


f)

Comprehensive Loss


ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2011 and December 31, 2010, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.


g)

Foreign Currency Translation


The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 830 Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.


h)

Revenue Recognition


The Company recognizes revenue from the services provided in its E-Waste processing in accordance with ASC 605, Revenue Recognition. Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is reasonably assured.  



9



Endeavor Power Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



2.

Summary of Significant Accounting Policies (continued)


i)

Property and Equipment


Property and equipment is comprised of vehicles and general equipment and are recorded at cost and is depreciated using the straight-line method over the estimated useful lives of three years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.  


j)

Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, accounts payable, and accrued liabilities. Pursuant to ASC 820, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.


k)

Stock-Based Compensation


The Company records stock-based compensation in accordance with ASC 718, Share-Based Payments, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.


l)

Recent Accounting Pronouncements


In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption of this standard did not have a significant impact on the Company’s financial statements.   



10



Endeavor Power Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



2.

Summary of Significant Accounting Policies (continued)


l)

Recent Accounting Pronouncements (continued)


In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis.  The adoption of this standard did not have a significant impact on the Company’s financial statements.   


In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend.  This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis.  The adoption of this standard did not have a significant impact on the Company’s financial statements.   


The Company has implemented all new accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


3.

Property and Equipment


 

Cost

$

Accumulated Depreciation

$

March 31,

2011

Net Carrying

Value

$

December 31,

 2010

Net Carrying Value

$

 

 

 

 

 

 

 

 

 

 

General equipment

2,500

347

2,153

2,361

Automobiles

11,000

1,431

9,569

10,486

 

 

 

 

 

 

13,500

1,778

11,722

12,847


4.

Notes Payable – Related


As at March 31, 2011, the Company owes $417,438 (December 31, 2010 - $417,438) of a note payable to a significant shareholder of the Company.  The note is unsecured, due interest at 10% per annum, and due on demand.  As at March 31, 2011, accrued interest of $42,824 (December 31, 2010 - $32,531) has been recorded in accrued liabilities.  


5.

Notes Payable


a)

As at March 31, 2011, the Company owes $19,075 (2010 - $19,075) in notes payable to non-related parties. The amounts owing are unsecured, non-interest bearing, and due on demand.  


b)

As at March 31, 2011, the Company owes $65,000 (2010 - $nil) in notes payable to a non-related party. The amounts owing are unsecured, bear interest at 10% per annum, and due on demand. As at March 31, 2011, the Company has recorded accrued interest of $1,282 which has been recorded in accounts payable and accrued liabilities.




11



Endeavor Power Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)



6.

Related Party Transactions


a)

As at March 31, 2011, the Company owes $103,449 (2010 - $103,449) to a shareholder of the Company.  The amounts owing are unsecured, non-interest bearing, and due on demand.  


b)

As at March 31, 2011, the Company owes $19,667 (2010 - $16,667) to the President and Director of the Company for management fees.  The amount owing is unsecured, non-interest bearing, and due on demand.


7.

Common Shares


On February 23, 2011, the Company issued 10,000,000 common shares with a fair value of $1,800,000 for consulting services, where the fair value was determined using the end-of-day market price on the date of issuance.  


8.

Share Purchase Warrants


During the year ended March 31, 2011, the Company had the following share purchase warrants outstanding:


d

 



Number of Warrants

Weighted Average Exercise Price

$

Weighted Average Contractual Life (years)

Aggregate Intrinsic Value

$

 

 

 

 

 

 

Balance – December 31, 2010 and March 31, 2011


500,000


0.90


1.41



The outstanding share purchase warrants expire on August 25, 2012.  


9.

Subsequent Event

On April 8, 2011, the Company executed an unsecured Promissory Note (the "Marans Note") to Marans Invest & Finance S.A. ("Marans"). Under the terms of the Marans Note, the Company has borrowed a total of fifty thousand dollars ($50,000) from Marans, which accrues interest at an annual rate of ten percent (10%), and is due on demand.




12





ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENTS


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


RESULTS OF OPERATIONS


Working Capital


  

March 31,

December 31,

  

2011

$

2010

$

Current Assets

1,747

27,802

Current Liabilities

691,655

609,698

Working Capital (Deficit)

(689,908)

(581,896)


Cash Flows


  

March 31,

2011

$

March 31,

2010

$

Cash Flows from (used in) Operating Activities

(91,005)

(271)

Cash Flows from (used in) Financing Activities

65,000

271

Net Increase (decrease) in Cash During Period

(26,055)

-


Operating Revenues


During the three months ended March 31, 2011, we generated revenue of $142,861 and gross profit of $84,755 from its e-waste processing services.  Revenues commenced in November 2010, and as such, there were no comparative revenues or gross profit for the three months ended March 31, 2010.  


Operating Expenses and Net Loss


Operating expenses for the three months ended March 31, 2011 were $1,955,060 compared with $23,314 for the three months ended March 31, 2010. The increase of $1,931,746 is attributed to consulting expense of $1,800,000 from the issuance of 30,000,000 common shares to the President and Director of the Company as a one-time bonus payment, $45,737 in general and administrative costs from the increase in operating activity with the commencement of sales operations, and $75,901 increase in wages and salaries that were due to the Company’s e-waste processing services that commenced in November 2010.      


During the three months ended March 31, 2011, the Company recorded a net loss of $1,909,137 compared with a net loss of $147,012 for the three months ended March 31, 2010.  


Liquidity and Capital Resources


As at March 31, 2011, the Company’s cash balance and total current assets was $1,747 compared to cash of $27,802 as at December 31, 2010. The decrease in cash and total current assets were attributed to the fact that the Company raised equity financing in 2010 and did not raise new equity financing for cash proceeds during the current period.  



13





As at March 31, 2011, the Company had total liabilities of $691,655 compared with total liabilities of $609,698 as at December 31, 2010. The increase in total liabilities of $81,957 is attributed to increases in accounts payable and accrued liabilities of $13,957 due to timing differences between the payment terms of various operating expenditures and increase of $65,000 in notes payable for the issuance of the new note payable during the period, which is unsecured, due interest at 10% per annum, and due on demand.    


As at March 31, 2011, the Company has a working capital deficit of $689,908 compared with $581,596 at December 31, 2010 and the decrease in working capital is due to use of available cash for operating activity during the period, as the Company incurred $91,000 of operating costs that were supported by $65,000 of financing from the issuance of new note payable.   


Cashflow from Operating Activities


During the three months ended March 31, 2011, the Company used $91,055 of cash for operating activities compared to the use of $271 of cash for operating activities during the three months ended March 31, 2010.  The increase in the use of cash for operating activities was attributed to the fact that the Company paid for outstanding and current obligations with existing cash raised from previous equity and debt financing.  

 

Cashflow from Financing Activities


During the three months ended March 31, 2011, the Company raised proceeds of $65,000 from financing activities compared to receipt of $271 of financing from financing activities during the three months ended March 31, 2010. During the current period, the Company raised $65,000 from the issuance of a note payable which was unsecured, due interest at 10% per annum, and due on demand whereas in the prior year, the Company received proceeds of $271 from related parties to repay outstanding obligations of the Company.  

 

Quarterly Developments


On February 4, 2011, the Company entered into a Letter of Intent (“LOI”) with AERC.com, Inc., a Pennsylvania corporation (“AERC”), pursuant to which the Company intends to acquire 80% of the issued and outstanding shares of common stock of AERC.  In exchange, AERC shall receive $8,280,000 USD, consisting of $6,000,000 cash and $2,280,000 in the form of shares of EDVP’s common stock or securities convertible into shares.


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Off-Balance Sheet Arrangements


We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.



14





We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.


Recently Issued Accounting Pronouncements


In March 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-11 (“ASU No. 2010-11”), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company’s adoption of provisions of ASU No. 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In February 2010, the FASB issued ASU 2010-10 (“ASU No. 2010-10”), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU No. 2010-10 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In February 2010, the FASB issued ASU 2010-09 (“ASU No. 2010-09”), “Subsequent Events (ASC Topic 855): Amendments to Certain Recognition and Disclosure Requirements.”  ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The Company’s adoption of provisions of ASU No. 2010-09 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In January 2010, the FASB issued ASU 2010-06 (“ASU No. 2010-06”), “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The Company’s adoption of provisions of ASU No. 2010-06 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In January 2010, the FASB issued an amendment to ASC Topic 505, “Equity”, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The Company’s adoption of the amendment to ASC Topic 505 did not have a material effect on the financial position, results of operations or cash flows of the Company.


In January 2010, the FASB issued an amendment to ASC Topic 820, “Fair Value Measurements and Disclosure”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The Company’s adoption of the amendment to ASC Topic 820 did not have a material effect on the financial position, results of operations or cash flows of the Company.


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



15





ITEM 4. 

CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2011, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 14, 2011, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.


PART II - OTHER INFORMATION


ITEM 1. 

LEGAL PROCEEDINGS


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A.

RISK FACTORS


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


1.            Quarterly Issuances:


On February 4, 2011, the Company entered into a Letter of Intent (“LOI”) with AERC.com, Inc., a Pennsylvania corporation (“AERC”), pursuant to which the Company intends to acquire 80% of the issued and outstanding shares of common stock of AERC.  In exchange, AERC shall receive $8,280,000 USD, consisting of $6,000,000 cash and $2,280,000 in the form of shares of EDVP’s common stock or securities convertible into shares.


On February 23, 2011, the Company issued 10,000,000 common shares to The Musser Group, LLC for consulting services.


2.            Subsequent Issuances:


Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.



16





ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.  

[REMOVED AND RESERVED]


ITEM 5.

OTHER INFORMATION


On April 8, 2011, the Company executed an unsecured Promissory Note (the "Marans Note") to Marans Invest & Finance S.A. ("Marans"). Under the terms of the Marans Note, the Company has borrowed a total of fifty thousand dollars ($50,000) from Marans, which accrues interest at an annual rate of ten percent (10%), and is due on demand from Marans. The Marans Note also contains customary events of default. 


ITEM 6.

EXHIBITS


Exhibit

Number

Description of Exhibit

Filing Reference

3.01

Articles of Incorporation

Filed with the SEC on March 5, 2007 as part of our Registration Statement on Form SB-2.

3.01(a)

Amended and Restated Articles of Incorporation

Filed with the SEC on November 13, 2008 as part of our Proxy Statement on Schedule 14A.

3.01(b)

Amended and Restated Articles of Incorporation

Filed with the SEC on May 17, 2010 as part of our Annual Report on Form 10-K.

3.02

Bylaws

Filed with the SEC on March 5, 2007 as part of our Registration Statement on Form SB-2.

3.02(a)

Amended Bylaws

Filed with the SEC on May 17, 2010 as part of our Annual Report on Form 10-K.

4.01

2011 Equity Incentive Plan dated March 26, 2011

Filed with the SEC on March 31, 2011 as part of our Current Report on Form 8-K.

4.02

Sample Stock Option Agreement

Filed with the SEC on March 31, 2011 as part of our Current Report on Form 8-K.

4.03

Sample Stock Award Agreement for Stock Units

Filed with the SEC on March 31, 2011 as part of our Current Report on Form 8-K.

4.04

Sample Stock Award Agreement for Restricted Stock

Filed with the SEC on March 31, 2011 as part of our Current Report on Form 8-K.

10.01

Second Amendment to Joint Venture Agreement between the Company and Federated Energy Corporation dated June 15, 2009

Filed with the SEC on June 19, 2009 as part of our Current Report on Form 8-K.

10.02

Farmount Agreement between the Company and Togs Energy, Inc. and M-C Production & Drilling Co, Inc. dated July 21, 2009

Filed with the SEC on July 23, 2009 as part of our Current Report on Form 8-K.

10.03

Convertible Promissory Note to Regal Capital Development, Inc. dated August 25, 2009

Filed with the SEC on September 4, 2009 as part of our Current Report on Form 8-K.

10.04

Common Stock Purchase Warrant to Regal Capital Development, Inc. dated August 25, 2009

Filed with the SEC on September 4, 2009 as part of our Current Report on Form 8-K.

10.05

Settlement Agreement and General Mutual Release between the Company and Regal Capital Development, Inc. dated June 17, 2010

Filed with the SEC on July 12, 2010 as part of our Current Report on Form 8-K.

10.06

Promissory Note to Regal Capital Development, Inc. dated June 11, 2010

Filed with the SEC on July 12, 2010 as part of our Current Report on Form 8-K.

10.07

Amended Promissory Note to Regal Capital Development, Inc. dated June 11, 2010

Filed with the SEC on April 14, 2011 as part of our Annual Report on Form 10-K.

10.08

Settlement Agreement and General Release with Andrew I. Telsey, P.C., executed on August 3, 2010.

Filed herewith.

10.09

Settlement Agreement and General Mutual Release between the Company and Regal Capital Development, Inc. dated September 17, 2010

Filed with the SEC on October 21, 2010 as part of our Current Report on Form 8-K.



17






10.10

Promissory Note to Regal Capital Development, Inc. dated September 17, 2010

Filed with the SEC on October 21, 2010 as part of our Current Report on Form 8-K.

10.11

Employment Agreement between the Company and Alfonso Knoll dated November 8, 2010.

Filed with the SEC on November 12, 2010 as part of our Current Report on Form 8-K.

10.12

Promissory Note to Regal Capital Development, Inc. dated November 23, 2010.

Filed with the SEC on November 30, 2010 as part of our Current Report on Form 8-K.

10.13

Amendment to Employment Agreement between the Company and Alfonso Knoll dated November 17, 2010

Filed with the SEC on November 30, 2010 as part of our Current Report on Form 8-K.

10.14

Letter of Intent with AERC.com, Inc. dated February 4, 2011

Filed herewith.

10.15

Consulting Agreement between the Company and The Musser Group, LLC dated February 21, 2011

Filed with the SEC on February 25, 2011 as part of our Current Report on Form 8-K.

10.16

Promissory Note to Marans Invest & Finance S.A. dated April 8, 2011

Filed herewith.

10.17

Promissory Note to Rast Trade Corp. dated April 21, 2011

Filed herewith.

14.01

Code of Ethics

Filed with the SEC on April 14, 2011 as part of our Annual Report on Form 10-K.

16.01

Letter from Moore and Associates, Chartered dated August 13, 2009

Filed with the SEC on August 13, 2009 as part of our Current Report on Form 8-K.

16.02

Letter from Seale & Beers, CPAs dated August 26, 2009

Filed with the SEC on August 27, 2009 as part of our Current Report on Form 8-K.

16.03

Letter from M&K CPAs, PLLC dated March 12, 2010

Filed with the SEC on March 12, 2010 as part of our Current Report on Form 8-K.

16.04

Letter from Ron Chadwick, P.C. dated August 3, 2010

Filed with the SEC on August 4, 2010 as part of our Current Report on Form 8-K.

16.05

Letter from Davis Accounting Group, P.C. dated November 29, 2010

Filed with the SEC on November 30, 2010 as part of our Current Report on Form 8-K.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act.

Filed herewith.




18






SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

 

  

  

ENDEAVOR POWER CORP.

 

 

  

Dated: May 19, 2011

 

By:   /s/ Alfonso Knoll                      

  

  

By:  ALFONSO KNOLL

  

  

Its:   President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer

 

  

 


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

  

Dated: May 19, 2011

/s/ Keith Kress        

  

By:  Keith Kress

Its:  Director

 

 

 

 

Dated: May 19, 2011

/s/ Brent Wilder      

 

By:  Brent Wilder

Its:  Director




19