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EXCEL - IDEA: XBRL DOCUMENT - ENDEAVOR IP, INC.Financial_Report.xls
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EX-23.1 - CONSENT OF KBL, LLP - ENDEAVOR IP, INC.ex23-1.htm
EX-21.1 - LIST OF SUBSIDIARIES - ENDEAVOR IP, INC.ex21-1.htm
EX-31.1 - CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULES 13A-14(A) AND 15D-14(A), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - ENDEAVOR IP, INC.ex31-1.htm
EX-32.1 - CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - ENDEAVOR IP, INC.ex32-1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 January 31, 2014
 
or
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File Number: 000-55094

Endeavor IP, Inc.
(Exact Name of Registrant as Specified in its Charter)

Nevada
     
45-2563323
(State or other jurisdiction of
incorporation or organization)
     
(IRS Employer Identification Number)

140 Broadway, 46th Floor, New York, NY 10005
Phone: 646-560-3200
(Name, Address and Telephone Number
Of Principal Executive Offices)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes x No o

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 o
 
Accelerated filer o
Non-accelerated filer o
 
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 o No x

As of March 14, 2014, there were 44,070,062 shares of the registrant’s common stock outstanding.
 
 
 
 


 

 
ENDEAVOR IP, INC.

TABLE OF CONTENTS


 

 
PART 1 – FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

ENDEAVOR IP, INC. AND SUBSIDIARIES
(F/K/A FINISHING TOUCHES HOME GOODS, INC.)
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
 
   
January 31, 2014
   
October 31, 2013
 
   
(Unaudited)
       
             
ASSETS
           
             
CURRENT ASSETS:
           
Cash
  $ 98,155     $ 297,507  
Prepaid expenses
    4,083       6,500  
Assets from discontinued operations
    1,077       1,054  
Total Current Assets
    103,315       305,061  
                 
Intangibles
    808,832       840,747  
                 
Total Assets
  $ 912,147     $ 1,145,808  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
CURRENT LIABILITIES:
               
Accounts payable and accrued expenses
  $ 177,185     $ 90,217  
Notes payable
    1,900,000       1,900,000  
Payroll tax payable
    -       3,578  
Accured compensation - officers
    -       40,000  
Accrued interest
    259,611       191,146  
Liabilities from discontinued operations
    1,591       1,557  
Total Current Liabilities
    2,338,387       2,226,498  
                 
STOCKHOLDERS' DEFICIT:
               
                 
Preferred Stock, $0.0001 par value, 25,000,00 authorized, none issued and outstanding
    -       -  
Common stock, $0.0001 par value, 200,000,000 shares authorized, 43,936,726 and 42,847,621 shares issued and outstanding
    4,394       4,285  
Additional paid-in capital
    1,048,189       139,630  
Accumulated deficit prior to the development stage
    (622,203 )     (622,203 )
Deficit accumulated during the development stage
    (999,755 )     (581,846 )
Accumulated other comprehensive income (loss):
    (10,832 )     (5,801 )
Deferred compensation
    (846,033 )     (14,755 )
                 
Total Stockholders' Deficit
    (1,426,240 )     (1,080,690 )
                 
Total Liabilities and Stockholders' Deficit
  $ 912,147     $ 1,145,808  

See accompanying notes to the consolidated financial statements.
 

 
ENDEAVOR IP, INC. AND SUBSIDIARIES
(F/K/A FINISHING TOUCHES HOME GOODS, INC.)
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED  STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

               
Period from
 
   
For the three months
   
For the three months
   
May 13, 2013
 
   
Ended
   
Ended
   
(Inception) to
 
   
January 31, 2014
   
January 31, 2013
   
January 31, 2014
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
REVENUES
  $ -     $ -     $ 100,000  
                         
Cost of Revenues
    -       -       60,000  
                         
GROSS PROFIT
    -       -       40,000  
                         
GENERAL AND ADMINISTRATIVE EXPENSES
    354,464       67,971       844,205  
                         
(LOSS) FROM OPERATIONS
    (354,464 )     (67,971 )     (804,205 )
                         
OTHER GAIN (EXPENSE):
                       
Government incentive
    -       -       (15,477 )
Interest expense
    (68,465 )     (16,000 )     (198,070 )
Foreign currency transaction gain
    5,020       (1,517 )     20,646  
                         
Total other expense
    (63,445 )     (17,517 )     (192,901 )
                         
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX PROVISION
    (417,909 )     (85,488 )     (997,106 )
                         
INCOME TAX PROVISION
    -       -       -  
                         
LOSS FROM CONTINUING OPERATIONS
    (417,909 )     (85,488 )     (997,106 )
                         
DISCONTINUED OPERATIONS
                       
Gain on disposition of discountinued operations, net of taxes
    -       -       -  
Loss from operation of discontinued operations, net of tax
    -       (19,821 )     (2,649 )
LOSS FROM DISCONTINUED OPERATIONS
    -       (19,821 )     (2,649 )
                         
NET LOSS
    (417,909 )     (105,309 )     (999,755 )
                         
OTHER COMPREHENSIVE INCOME (LOSS):
                       
Foreign currency translation gain (loss)
    (5,031 )     3,652       -  
                         
COMPREHENSIVE INCOME (LOSS)
  $ (422,940 )   $ (101,657 )   $ (999,755 )
                         
NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED:
                       
                         
Continuing Operations
  $ (0.01 )   $ (0.00 )        
Discontinued Operations
  $ -     $ (0.00 )        
Total net income (loss) per common share
  $ (0.01 )   $ (0.00 )        
                         
      43,206,355       126,000,000          

See accompanying notes to the consolidated financial statements.
 

 
ENDEAVOR IP, INC. AND SUBSIDIARIES
(F/K/A FINISHING TOUCHES HOME GOODS, INC.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(DEVELOPMENT STAGE COMPANY)
FOR THE THREE MONTHS ENDED JANUARY 31, 2014
(Unaudited)

   
Preferred Stock
   
Common stock, $0.0001 Par Value
                                     
   
Number of Shares
   
Amount
   
Number of Shares
   
Amount
   
Additional Paid-in Capital
   
Accumulated Deficit prior to the development stage
   
Accumulated Deficit during the development stage
   
Accumulated other comprehensive Income (Loss)
   
Deferred compensation
   
Total Stockholders' Equity (Deficit)
 
                                                             
Balance, October 31, 2012
    -     $ -       126,000,000     $ 12,600     $ 60,362     $ (385,802 )   $ -     $ (2,718 )   $ -     $ (315,558 )
                                                                                 
Capital contribution - related party
                                    100                                       100  
                                                                                 
Loss prior to the development stage (November 1, 2012 through May 12, 2013)
                                            (236,401 )                             (236,401 )
                                                                                 
Commencement of development stage - May 13, 2013:
                                                                               
                                                                                 
Cancellation of shares - former related party
                    (84,000,000 )     (8,400 )     8,390                                       (10 )
                                                                                 
Shares issued in connection with acquisition of intellectual property ($0.0001/share)
                    666,666       67                                               67  
                                                                                 
Stock issued for services - related party ($0.20/share)
                    133,336       13       27,227                               (27,240 )     -  
                                                                                 
Settlement of accounts payable - ($0.85/share)
                    47,619       5       40,472                                       40,477  
                                                                                 
Options granted for services rendered - former related party
                    -       -       1,235                                       1,235  
                                                                                 
Options granted for services rendered - officer
                    -       -       922                                       922  
                                                                                 
Options granted for services rendered
                    -       -       922                                       922  
                                                                                 
Recognition of deferred compensation - related party
                                                                    12,485       12,485  
                                                                                 
Other comprehensive income (loss)
                                                                               
Foreign currency translation gain (loss)
                                                            (3,083 )             (3,083 )
                                                                                 
Loss during the development stage (May 13, 2013 through October 31, 2013)
                                                    (581,846 )                     (581,846 )
                                                                                 
Balance, October 31, 2013
    -       -       42,847,621       4,285       139,630       (622,203 )     (581,846 )     (5,801 )     (14,755 )     (1,080,690 )
                                                                                 
Stock issued for services - related party ($0.72 - $0.735/share)
    -       -       1,172,441       117       860,127       -       -       -       (860,244 )     -  
                                                                                 
Stock issued for services - ($1.05/share)
    -       -       50,000       5       52,495       -       -       -       -       52,500  
                                                                                 
Other comprehensive income (loss)
                                                                               
Foreign currency translation gain (loss)
    -       -       -       -       -       -       -       (5,031 )     -       (5,031 )
                                                                                 
Recognition of deferred compensation - related party
    -       -       -       -       -       -       -       -       14,211       14,211  
                                                                                 
Options granted for services rendered - officer
    -       -       -       -       23,164       -       -       -       -       23,164  
                                                                                 
Reversal of unvested deferred compensation - related party
    -       -       (133,336 )     (13 )     (27,227 )     -       -       -       14,755       (12,485 )
                                                                                 
Net Loss
    -       -       -       -       -       -       (417,909 )     -       -       (417,909 )
                                                                                 
Balance, January 31, 2014
    -       -       43,936,726     $ 4,394     $ 1,048,189     $ (622,203 )   $ (999,755 )   $ (10,832 )   $ (846,033 )   $ (1,426,240 )

See accompanying notes to the consolidated financial statements.
 
 
ENDEAVOR IP, INC. AND SUBSIDIARIES
(F/K/A FINISHING TOUCHES HOME GOODS, INC.)
(DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS

   
For the Three Months Ended
January 31, 2014
   
For the Three Months Ended January 31, 2013
   
Period from
May 13, 2013(Inception) to
January 31, 2014
 
   
(Unaudited)
   
(Unaudited)
   
(Unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
                 
Loss from continuing operations
  $ (417,909 )   $ (85,488   $ (997,106 )
Loss from discontinued operations
    -       (19,821 )     (2,649 )
Adjustments to reconcile net loss to net cash used in operating activities
                       
Depreciation
    -       -       -  
Gain on disposition of subsidiary
    -       -       -  
Stock based compensation
    77,390       -       92,954  
Loss on settlement of accounts payable
    -       -       15,477  
Amortization of intangible assets
    31,915       -       91,236  
Changes in operating assets and liabilities
                    -  
Assets of discontinued operations
    23       -       23  
Liabilities of discontinued operations
    -       -       -  
Prepaid expenses
    2,417       -       (4,083 )
Accounts receivable
    -       -       -  
Other receivable
    -       (6,306 )     -  
VAT tax receivable
    -       -       -  
Accounts payable and accrued expenses
    86,964       47,075       118,069  
Accrued interest
    68,465       -       199,340  
Accrued expenses - related party
    (43,578 )     (10,055 )     -  
                         
NET CASH USED IN OPERATING ACTIVITIES
    (194,313 )     (74,595 )     (486,739 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Acquisition of patents
    -       -       (900,000 )
Cash paid in disposal of discontinued operations
    -       -       -  
                         
NET CASH USED IN INVESTING ACTIVITIES
    -       -       (900,000 )
                         
NET CASH PROVIDED BY FINANCING ACTIVITIES
                       
Proceeds from note payable
    -       -       1,500,000  
Capital contribution - related party
    -       -       -  
Advances from stockholder
    -       -       -  
                         
NET CASH PROVIDED BY FINANCING ACTIVITIES
    -       -       1,500,000  
                         
EFFECT OF EXCHANGE RATE CHANGES ON CASH
    (5,039 )     3,234       (16,715 )
                         
NET CHANGE IN CASH
    (199,352 )     (71,361 )     96,546  
                         
Cash at beginning of period
    297,507       136,639       1,609  
                         
Cash at end of period
  $ 98,155     $ 65,278     $ 98,155  
                         
NON CASH FINANCING AND INVESTING ACTIVITIES:
                       
Forgiveness of debt from former stockholder and officer - accrued compensation
  $ -     $ -     $ -  
Forgiveness of debt from former stockholder and officer - advances from stockholder
  $ -     $ -     $ -  
Stock issued to settle accounts payable
  $ -     $ -     $ 25,000  
Cancellation of shares - former related party
  $ -     $ -     $ 8,400  
Shares issued in connection with patents acquired
  $ -     $ -     $ 67  
Cancellation of shares - former related party
  $ 27,240             $ 27,240  
Deferred compensation
  $ 860,244     $ -     $ 887,484  

See accompanying notes to the consolidated financial statements.
 
 
-6-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
Note 1 Nature of Operations

Nature of Operations and Discontinued Operations

Endeavor IP, Inc.

Endeavor IP, Inc. (f/k/a Finishing Touches Home Goods, Inc.) (the “Company”, “Endeavor”, “We”, “Our”), was incorporated under the laws of the State of Nevada on December 8, 2009.

The Company historically provided consulting services, installation, and sales of accessibility and safety products for residential and commercial buildings that require access by handicapped individuals or individuals with limited joint mobility.

Finishing Touches Home Goods, Inc. – Canada – Discontinued Operations

On May 5, 2010, the Company formed a wholly owned subsidiary, Finishing Touches Home Goods Inc., an Ontario, Canada Corporation (“FTHG Canada”).  FTHG Canada used the U.S. Dollar as its reporting currency as well as its functional currency.  However, from time to time FTHG Canada incurred certain expenses in Canadian Dollars.

On June 14, 2012, the Company discontinued its operation in Canada and sold its 100% ownership in FTHG Canada in consideration for cash payment of $1.

Endeavour Principle Capital Limited – U.K. – Discontinued Operations

On January 13, 2012, Mark Hunter, our former officer and director, formed a private limited company Endeavour Principle Capital Limited, a UK corporation, (“Endeavour UK”) in the United Kingdom on behalf of the Company and later transferred the 100% ownership to the Company at no charge.

On May 13, 2013, the Company decided to no longer operate Endeavour UK and is in the process of winding down all activities and expects this to occur within the next 12 months.  As a result, this subsidiary is reported as a discontinued operation.

In accordance with ASC Topic 205-20 “Presentation of Financial Statements—Discontinued Operations” (ASC 205-20), the Company determined that the wind down of this entity should be classified as “to be disposed of other than by sale” at July 31, 2013.

A long-lived asset to be disposed of other than by sale (for example, by abandonment, in an exchange measured based on the recorded amount of the nonmonetary asset relinquished, or in a distribution to owners in a spinoff) shall continue to be classified as held and used until it is disposed of. The guidance on long-lived assets to be held and used in ASC No.’s 360-10-35, 360-10-45, and 360-10-50 shall apply while the asset is classified as held and used. If a long-lived asset is to be abandoned or distributed to owners in a spinoff together with other assets (and liabilities) as a group and that disposal group is a component of an entity, paragraphs 205-20-45-1 through 45-5 and 205-20-50-5 shall apply to the disposal group at the date it is disposed of.

The Company has classified the UK subsidiary as discontinued operations and its results of operations, financial position and cash flows are separately reported for all periods presented.
 
 
-7-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
The assets and liabilities of the discontinued operations are presented separately under the captions "Assets of Discontinued Operations" and "Liabilities of Discontinued Operations," respectively in the accompanying consolidated balance sheets at January 31, 2014 (unaudited) and October 31, 2013 and consists of the following:
 
   
January 31, 2014
   
October 31, 2013
 
             
Assets of discontinued operations:
           
Cash
  $ -     $ -  
Other assets
  $ 1,077     $ 1,054  
Total assets of discontinued operations
  $ 1,077     $ 1,054  
                 
Liabilities of discontinued operations:
               
Accounts payable and accrued liabilities
  $ 1,591     $ 1,557  
Total liabilities of discontinued operations
  $ 1,591     $ 1,557  
 
The summarized statements of operations for Endeavour UK is as follows:
 
   
Three months ended
       
   
January 31, 2014
   
January 31, 2013
   
Period from
May 13, 2013
(Inception) to
January 31, 2014
 
                   
Loss from discontinued operations
  $ -     $ (19,821 )   $ (2,649 )
 
Name Change and Change in Business and Commencement of Development Stage

Effective May 15, 2013, the Company filed with the State of Nevada, a Certificate of Amendment to its Articles of Incorporation, changing its name from Finishing Touches Home Goods, Inc. to Endeavor IP, Inc.

On May 13, 2013, Endeavor, through its wholly owned subsidiary IP Acquisition I, Inc. purchased certain intellectual property rights from Mesh Comm, LLC (“Mesh”) under the terms of a patent purchase agreement. Mesh was incorporated in the State of Georgia on November 7, 2008.

The Company is engaged in the protection of intellectual property in the United States. The intellectual property covers wireless communication technologies. The Company actively pursues licensing revenues by providing a license to its intellectual property to those entities that wish to acquire a right to use the technology. The intellectual property was acquired from a third party and includes U.S. issued patents and applications. Concurrent with this transaction, the Company determined that they commenced the development stage.

Formation of Subsidiaries to Acquire Intellectual Property

On May 6, 2013, the Company formed its wholly-owned subsidiary in the State of Delaware, Endeavor MeshTech, Inc., (“MeshTech”).  The Company owns the patents acquired in connection with the business acquisition of Mesh Comm, LLC through MeshTech.
 
 
-8-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
On July 8, 2013, the Company formed its wholly-owned subsidiary in the State of Delaware, Endeavor Energy, Inc., (“Endeavor Energy”).  The Company owns the patents acquired from Solid Solar Energy, Inc through Endeavor Energy.  See note 4.

Note 2 Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).

Certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting.  Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is our opinion, however, that the accompanying unaudited interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited interim consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2013 as filed with the SEC, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the years ended October 31, 2013 and 2012. The financial information as of October 31, 2013 is derived from the audited financial statements presented in our Annual Report on Form 10-K for the year ended October 31, 2013.  The accompanying unaudited interim consolidated financial statements should also be read in conjunction with the Form 8-K and 8-K/A filed in May 2013 and July 2013, respectively, with respect to the acquisition of MeshTech. The interim results for the three months ended January 31, 2014 are not necessarily indicative of the results to be expected for the year ending October 31, 2014 or for any future interim periods.

Principles of Consolidation and Corporate Structure

The accompanying consolidated financial statements include the accounts of Endeavor IP, Inc. and its wholly-owned subsidiaries. All significant intracompany balances and transactions have been eliminated in consolidation.

The Company's consolidated subsidiaries and/or entities are as follows:

Name of Subsidiary or
Consolidated Entity
 
Place of Formation/Incorporation
(Jurisdiction)
 
Date of Incorporation
(Date of Disposition,
if Applicable)
 
Attributable
Interest
             
FTHG Canada
 
Canada
 
May 10, 2010
 
100%
       
(June 14, 2012)
 
0%
             
Endeavour UK
 
United Kingdom
 
January 13, 2012
 
100%
       
(May 13, 2013)
 
*
             
Endeavor MeshTech, Inc
 
Delaware
 
May 6, 2013
 
100%
             
Endeavor Energy, Inc
 
Delaware
 
July 8, 2013
 
100%

*This entity is reflected as a discontinued operation as of May 13, 2013
 
 
-9-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
Development Stage

The Company’s financial statements are presented as those of a development stage company. Activities during the development stage primarily include organizing the business, raising capital and acquiring additional intellectual property.

Risks and Uncertainties

The Company intends to operate in an industry that is subject to rapid change. The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.

Use of Estimates

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 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.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.  The Company had no cash equivalents at January 31, 2014 and October 31, 2013, respectively.

Accounts Receivable and Allowance for Doubtful Accounts

The Company recognizes accounts receivable based on billing for the revenue earned from their patent enforcement activities.

The Company has a policy of reserving for questionable accounts based on its best estimate of the amount of probable credit losses in its existing accounts receivable. The Company periodically reviews its accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to bad debt expense after all means of collection have been exhausted and the potential for recovery is considered remote. At January 31, 2014 and October 31, 2013, there was no allowance for bad debt.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 605, “Revenue Recognition.” Revenue is recognized when (i) persuasive evidence of an arrangement exists, (ii) all obligations have been substantially performed, (iii) amounts are fixed or determinable and (iv) collectability is reasonably assured.

The Company generally receives a one-time, final lump sum payment, in exchange for granting a non exclusive license. At the time of payment there are no further obligations for the Company or any licensee.

Revenues from patent enforcement activities accounted for 100% of revenues since the Company’s inception and were all from a single claim.
 
-10-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
Cost of Revenues

Cost of revenue mainly includes expenses incurred in connection with the Company’s patent enforcement activities, such as legal fees, consulting costs, patent maintenance, royalty fees for acquired patents and other related expenses.

Cost of revenue does not include expenses related to product development, integration or support, as these are included in general and administrative expenses.

The Company pays a contingency fee of approximately 25%-45% of gross recoveries from litigation settlements. These fees are based upon a graduated scale as negotiated between the Company and its legal counsel.

Income Taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

For income tax benefits arising from uncertain income tax positions, a tax benefit arising from an uncertain tax position can only be recognized for financial reporting purposes if, and to the extent that, the position is more likely than not to be sustained in an audit by the applicable taxing authority.

Penalties related to uncertain tax positions are recorded as a component of general and administrative expenses. Interest relating to uncertain tax positions is recorded as a component of interest expense. The Company has not recorded any uncertain tax positions at January 31, 2014 or October 31, 2013.

The Company had no material adjustments to its financial statements for unrecognized income tax benefits at January 31, 2014 or October 31, 2013.

The Company has not yet filed its corporation income tax return for the period ended October 31, 2013 and 2012.  The statute of limitations for the return will begin when the return is filed.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC No. 718, “Accounting for Stock-Based Compensation" (“ASC 718”), which established financial accounting and reporting standards for stock-based employee compensation. It defines a fair value based method of accounting for an employee stock option or similar equity instrument.

The Company accounts for compensation cost for stock option plans in accordance with ASC No. 718. The Company accounts for share based payments to non-employees in accordance with ASC No. 505-50 “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services”.

The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share based payments, excluding restricted stock, are valued using a Black-Scholes Pricing Model (“BSPM”). Share based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. Grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock based compensation expenses are included in selling, general and administrative expenses in the consolidated statement of operations.
 
 
-11-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
When computing fair value of share based payments, the Company has considered the following variables:
 
The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant.

The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future.

The expected option term is computed using the “simplified” method as permitted under the provisions of Staff Accounting Bulletin (“SAB”) 110.

The forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

Expected volatility was determined based on the Company’s historical trading activity in a public market.

Loss per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period.  Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible debt, exercise of stock options and warrants by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company had the following potential common stock equivalents for the three months ended January 31, 2014 and 2013:
 
 
Three months ended
 
 
January 31, 2014
   
January 31, 2013
 
             
 Stock options, exercise price ($0.75) – former related party
    10,000       -  
 Stock options, exercise price ($0.75)
    510,000       -  
 Stock options, exercise price ($0.69) – related party
    2,144,881       -  
      2,664,881       -  
 
Since the Company reflected a net loss for the three months ended January 31, 2014, the inclusion of any common stock equivalents would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.
 
 
-12-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
The following are the hierarchical levels of inputs to measure fair value:

 
Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
     
 
Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means.
     
 
Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The Company's financial instruments consisted primarily of cash, accounts payable and debt. The carrying amount of the Company's financial instrument generally approximates its fair value as of January 31, 2014 and October 31, 2013, respectively, due to the short-term nature of these instruments.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances, such as service discontinuance or technological obsolescence, indicate that the carrying amount of the long-lived asset may not be recoverable. When such events occur, the Company compares the carrying amount of the asset to the undiscounted expected future cash flows related to the asset. If the comparison indicates that impairment is present, the amount of the impairment is calculated as the difference between the excess of the carrying amount over the fair value of the asset. If a readily determinable market price does not exist, fair value is estimated using discounted expected cash flows attributable to the asset. There have been no impairments recorded during the three months ended January 31, 2014 and 2013, respectively.

Intangible Assets

Intangible assets, consisting of patent portfolios, were acquired from May to July 2013.

Intangible assets that have finite useful lives are amortized on the straight-line method over their useful lives ranging from 7 to 16 years. Costs incurred to acquire these patents, including legal costs, are also capitalized as long-lived assets and amortized on a straight-line basis with the associated patent.

Intangible assets that have in definite useful lives are not amortized but are tested at least annually for impairment.
 
Each reporting period, we evaluate the remaining useful lives of intangible assets not being amortized to determine whether facts and circumstances continue to support an indefinite useful life. Intangible assets are considered impaired if the fair value of the intangible asset is less than its net book value. If quoted market prices are not available, the fair values of the intangible assets are based on present values of expected future cash flows or royalties avoided using discount rates commensurate with the risks involved.

Goodwill

Goodwill represents the excess of the purchase price of acquisitions over the acquisition date fair value of the net identifiable tangible and intangible assets acquired. In accordance with current accounting guidance, goodwill is not amortized and is tested at least annually for impairment at the reporting unit level.

We perform our annual analysis during the fourth quarter of each fiscal year and in any other period in which indicators of impairment warrant additional analysis. Goodwill impairment reviews involve a two-step process. Goodwill is first evaluated for impairment by comparing management's estimate of the fair value of a reporting unit with its carrying value, including goodwill.
 
 
-13-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
Management utilizes a discounted cash flow analysis, referred to as an income approach, to determine the estimated fair value of our reporting units. Significant judgments and assumptions including the discount rate, anticipated revenue growth rate and gross margins, estimated operating and interest expense, and capital expenditures are inherent in these fair value estimates, which are based on our operating and capital budgets and on our strategic plan. As a result, actual results may differ from the estimates utilized in our income approach. The use of alternate judgments and/or assumptions could result in a fair value that differs from our estimate and could result in the recognition of an impairment charge in the financial statements. As a result of these uncertainties, we utilize multiple scenarios and assign probabilities to each of the scenarios in the income approach.

We also consider indications obtained from market-based approaches. We compare market multiples derived from market prices of stock of companies that are engaged in a similar line of business to the corresponding measures of the Company. We also consider the combined carrying values of our reporting units to our market capitalization.

If the carrying value of our reporting unit is higher than its fair value, there is an indication that impairment may exist and the second step must be performed to measure the amount of impairment. The amount of impairment is determined by comparing the implied fair value of the reporting unit's goodwill to the carrying value of the goodwill calculated in the same manner as if the reporting unit were being acquired in a business combination. If the implied fair value of goodwill is less than its carrying value, we would record an impairment charge for the difference.

Foreign Currency Transactions

The consolidated financial statements are presented in United States Dollars. The Company has bank accounts in foreign currency. The balance of these bank accounts were translated from its local currency (British Pounds) into the reporting currency, U.S. dollars, using period end exchange rates. The resulting translation adjustments were recorded as a separate component of accumulated other comprehensive loss. Revenues and expenses were translated using weighted average exchange rate for the period.

Transaction gains and losses resulting from foreign currency transactions were recorded as foreign exchange gains or losses in the consolidated statement of operations. The Company did not enter into any financial instruments to offset the impact of foreign currency fluctuations.

Transactions from some of the bank accounts were from the entity that is being reflected as discontinued.

Reclassifications

To conform prior period amounts to current year classifications, the Company has reclassified assets, liabilities, revenues and expenses associated with the disposal of Endeavour UK to discontinued operations. These reclassifications had no impact on the Company’s previously reported financial condition, results of operations or cash flows.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that have had a material impact on our unaudited consolidated financial statements.

Note 3 Commitments and Contingencies

Commitments

Consulting Agreements

Effective May 13, 2013, the Company entered into a 2 year consulting agreement with the manager of Mesh; this individual will assist with all aspects of the acquired patent portfolio, including, among other things, maintenance of inventions, patent prosecutions and applications related to the patents. This individual will be paid $7,000 per month. The agreement is subject to cancellation.
 
 
-14-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
On November of 2013, the Company entered into a placement agent agreement which notes a placement agent fee equal to 10% of the aggregate purchase price paid by each investor introduced, directly or indirectly by the finder.  In addition, the Company agreed to pay up to $15,000 in additional expenses to the placement agent.

In November 2013, the Company entered into a 12 month investor relations consulting agreement which notes a monthly fee of $6,000 in addition to the issuance of 100,000 shares of the Company’s common stock of which 50,000 vest on the date of issuance, 25,000 on the 121st day and the remainder on the 180th day.  As of January 31, 2014, 50,000 shares have been issued.

Employment Agreements – Officers and Directors

On December 24, 2013, the Board of Directors of the Company appointed Franciscus Diaba as a director of the Company.  In connection with the appointment, Mr. Diaba will receive monthly compensation of $1,000 and a one time share issuance of 50,000 shares of the Company’s common stock which vests 6 months from the date of grant.

In January of 2014, the Board of Directors changed the monthly compensation of Andrew Uribe, a director, from $750 to $1,000.  In addition, Mr. Uribe was granted a one time share issuance of 50,000 shares of the Company’s common stock which vests 6 months from the date of grant.

On January 3, 2014, Cameron Gray resigned from his positions as Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and director of the Company. Upon Mr. Gray’s resignation, Ravinder Dhat was appointed as the Company’s Chief Executive Officer and Chairman of the Board, effective January 3, 2014.  Mr. Ravinder received the following in connection with his position:
 
 
·
Base salary of $125,000 with a $12,500 signing bonus

 
·
Option to purchase 2,144,881 common shares exercisable at $0.69 per share.  The options expire on January 2, 2019 and vest at 12.5% every six months beginning on the 6 month anniversary of January 3, 2014.

 
·
1,072,441 shares of restricted common stock vesting at 12.5% every six months beginning on the 6 month anniversary of January 3, 2014.
 
Lease Agreement

On January 16, 2014, the Company entered into a virtual office lease agreement for a period of one year which required an initial payment of $307 and monthly payments of $129.

Contingencies

In the ordinary course of business, the Company actively pursues legal remedies to enforce its intellectual property rights and to stop unauthorized use of its technology. Other than ordinary routine litigation incidental to the business, the Company knows of no material, active or pending legal proceedings against the Company, nor is the Company involved as a plaintiff in any material proceedings or pending litigation.

Following is a summary of our litigation efforts:

We, through our wholly-owned subsidiary, Endeavor Energy, filed a patent infringement lawsuit against Tucson Electric Power Company in the United States District Court of Arizona, Case No. 4:13-CV-2396-TUC-RCC. Endeavor Energy is asserting claims of patent infringement related to U.S. Patent No. 7,366,201 (the ‘201 patent), entitled “Remote Access Energy Meter System and Method.” The lawsuit alleges that the defendant has infringed, and continues to infringe, the claims of the ‘201 patent.
 
 
-15-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
Endeavor Energy also brought a patent infringement lawsuit against Con Edison Solutions, Inc. in the United States District Court for the Southern District of New York. The case was filed in the United States District Court for the Southern District of New York (13 CV 6528). Endeavor Energy, Inc. is asserting claims of patent infringement related to U.S. Patent No. 7,336,201 (the ‘201 patent), entitled “Remote Access Energy Meter System and Method.” The lawsuit alleges that the defendant has infringed, and continues to infringe, the claims of the ’201 patent.

Our wholly-owned subsidiary, MeshTech, filed patent infringement lawsuits against two defendants in the United States District Court for the District of Delaware. The two defendants are Itron, Inc. and Elster Solutions, LLC, Case Nos. 1:13-cv-01343-and 1:13-cv-01344, respectively. Endeavor MeshTech, Inc. is asserting claims of patent infringement related to U.S. Patent No. 7,379,981 (the ‘981 patent), entitled “Wireless Communication Enabled Meter and Network.” The lawsuits allege that the defendants have infringed, and continue to infringe, the claims of the ’981 patent.

MeshTech also filed patent infringement lawsuits against two additional defendants in the United States District Court for the District of Delaware.  The two defendants are Aclara Technologies, Inc. and Sensus USA, Inc., 1-13-cv-01618 and 1-13-cv-01627, respectively.  MeshTech is asserting claims of patent infringement related to U.S. Patent No.  7,379,981 (the ‘981 patent), entitled “Wireless Communication Enabled Meter and Network.”  The lawsuits allege that the defendants have infringed, and continue to infringe, the claims of the ’981 patent.

Note 4 Acquisition

On May 13, 2013, the Company, through its wholly owned subsidiary IP Acquisition Sub I, Inc. purchased certain intellectual property rights from Mesh under the terms of a patent purchase agreement.

Under the terms of the asset purchase from Mesh, in exchange for $800,000 and a 20% royalty on future net revenues associated with enforcement activities, we acquired from Mesh two U.S. patents and one pending patent application relating to wireless communication networks, as well as all right, title and interest in all related causes of actions and other enforcement rights under or on account of any of such acquired patents. Endeavor assumed all obligations of Mesh under that certain license agreement between Mesh and a third party licensor. Endeavor will now include these assets in its financial statements from the date of acquisition going forward.

For the year ended October 31, 2013, the Company paid $10,000 in royalties, which is recorded as a component of cost of revenues.

The acquisition of these assets, deemed to be a business, resulted in a business combination under ASC No. 805 “Business Combinations”, and the recording of intangible assets (patent portfolios).

The following table summarizes the purchase consideration for the Mesh acquisition:

Consideration
 
Cash
 
$
800,000
 
Fair value of total consideration transferred
 
$
800,000
 
 
The payment of the total purchase consideration of $800,000 shown above is classified as a use of cash under investing activities in the Consolidated Statements of Cash Flows.
 
 
-16-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
The $800,000 is classified as intangible assets.  In connection with this transaction, no other assets were acquired or liabilities assumed.

The Company paid approximately $66,000 in professional fees related to the acquisition; these fees were expensed as incurred and are included as a component of general and administrative expenses.

The following unaudited consolidated pro forma information gives effect to the acquisition of Mesh as if the transaction had occurred on November 1, 2011, the first day of the prior fiscal year.  The pro forma information presented is also for the current period in which the transaction occurred, which is November 1, 2012 to the acquisition date of May 13, 2013.
 
   
Actual
   
Pro Forma
   
Pro Forma
 
   
May 13, 2013 to
   
November 1, 2012 to
   
November 1, 2011 to
 
   
October 31, 2013
   
May 12, 2013
   
October 31, 2012
 
                   
Revenues
                 
Endeavor, IP, Inc. (Consolidated)
    100,000       -       23,500  
Mesh Comm, LLC
    -       -       -  
Total Revenues
    100,000       -       23,500  
                         
Earnings (Loss)
                       
Endeavor, IP, Inc.
    (581,846 )     (236,401 )     (324,768 )
Mesh Comm, LLC
    -       (1,805 )     (11,128 )
Total Earnings (Loss)
    (581,846 )     (238,206 )     (335,896 )
 
Note 5 Intangible Assets

On May 13, 2013, the Company, through its wholly owned subsidiary IP Acquisition Sub II, Inc. purchased certain intellectual property rights from Solid Solar, n/k/a Spiral Energy Tech, Inc. under the terms of a patent purchase agreement.

In connection with this purchase of patents held by Spiral Energy Tech, Inc., the Company paid $100,000 in cash and issued 666,666 shares of common stock, having a fair value of $67 ($0.0001/share), for total consideration of $100,067.  The purchase of these patents was treated as an asset purchase, and not deemed to be the acquisition of a business.

Intangible assets were comprised of the following at January 31, 2014:
 
   
Estimated Life (years)
   
Gross Amount
   
Accumulated Amortization
   
Impairment Charges
   
Net
 
Patent #1
    7     $ 800,000     $ (85,740 )   $ -     $ 714,260  
Patent #2
    16     $ 50,034     $ (2,267 )   $ -     $ 47,767  
Patent #3
    11     $ 50,034     $ (3,229 )   $ -     $ 46,805  
Total
          $ 900,068     $ (91,236 )   $ -     $ 808,832  

For the three months ended January 31, 2014, amortization expense related to the intangibles with finite lives totaled $31,915 and was included in general and administrative expenses in the consolidated statement of operations.

There was no amortization expense recorded for the three months ended January 31, 2013.
 
 
-17-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
At January 31, 2014, future amortization of intangible assets is as follows:

Year Ending October 31
     
2014
 
$
94,702
 
2015
   
126,616
 
2016
   
126,963
 
2017
   
126,616
 
2018
   
126,616
 
Thereafter
   
207,319
 
   
$
808,832
 
 
Actual amortization expense in future periods could differ from these estimates as a result of future acquisitions, divestitures, impairments and other factors.

Note 6 Debt

Prior to October 31, 2012, the Company executed notes for $400,000.

These notes had the following terms:

Maturity date is due on demand;

Interest rate is 16%; and

The loan was unsecured.

In May 2013, the Company executed a note for $1,500,000.

This note had the following terms:

Maturity date is October 2014;

Interest rate is 12%;

Default interest rate is 18%; and

The loan was unsecured.

The balance of the notes are reflected as current liabilities as of January 31, 2014 and October 31, 2013.

Interest expense for the three months ended January 31, 2014 and 2013 totaled $68,465 and $16,000, respectively.

Accrued interest as of January 31, 2014 and October 31, 2013 totaled $259,611 and $191,146, respectively.

Note 7 Stockholders’ Equity (Deficit)

(A) Common Stock

During the three months ended January 31, 2014, the Company issued the following common stock:

 
Transaction Type
 
Quantity of Shares
   
Valuation
   
Value per Share
 
Services – related party –  (1)
   
100,000
   
$
72,000
   
$
0.72
 
Services – related party –  (2)
   
1,072,441
   
$
788,244
   
$
0.735
 
Services –  (3)
   
50,000
   
$
52,500
   
$
1.05
 
Total
   
1,222,441
   
$
912,744
         
 
 
-18-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)
 
(1)
Two directors of the Company will each receive 50,000 shares of the Company’s common stock.  The stock shall vest 6 months from the date of grant.  The value of the stock was reflected as deferred compensation with the Company recognizing $6,000 in compensation expense; included in general and administrative expenses, for the three months ended January 31, 2014.

(2)
Ravinder Dhat was appointed as the Company’s Chief Executive Officer and Chairman of the Board, effective January 3, 2014.  Mr. Ravinder received 1,072,441 shares of restricted common stock vesting at 12.5% every six months beginning on the 6 month anniversary of January 3, 2014.  The value of the stock was reflected as deferred compensation with the Company recognizing $8,211 in compensation expense; included in general and administrative expenses, for the three months ended January 31, 2014.

(3)
In November 2013, the Company entered into a 12 month investor relations consulting agreement which notes a monthly fee of $6,000 in addition to the issuance of 100,000 shares of the Company’s common stock of which 50,000 which vest on the date of issuance, 25,000 on the 121st day and the remainder on the 180th day.

During the year ended October 31, 2013, the Company issued the following common stock:

 
Transaction Type
 
Quantity of Shares
   
Valuation
   
Value per Share
 
Services – related party – (May 2013) (4)
   
133,336
   
$
27,240
   
$
0.20
 
Settlement of payables (October 2013) (6)
   
47,619
   
$
40,477
   
$
0.85
 
Acquisition of patents (May 2013) (5)
   
666,666
   
$
67
   
$
0.0001
 
Total
   
847,621
   
$
67,784
         

The fair value of all stock issued above was based upon the agreed upon value per share on the date of issuance, which represented the best evidence of fair value.

(4)
Shares vest one year from issuance.  For the year ended October 31, 2013, the Company recognized $12,485 in compensation expense which is included in general and administrative expenses. In January of 2014, the CEO to whom the shares were granted resigned.  As such, the shares issued never vested; the Company will cancel the outstanding shares and has reversed the expense of $12,485 as of January 31, 2014 in accordance with ASC 718.

(5)
Shares are fully vested.  At the time of issuance, the Company lacked an active public trading market; therefore, a quoted closing trading price valuation would not best reflect the intent of the parties in connection with the valuation of these shares. Due to the lack of past, present or future specified financial or other operational data for the patents acquired; that could support a valuation in excess par, the Company believes this is the best evidence of fair value for this transaction.

(6)
In October 2013, the Company settled $25,000 of accounts payable for 47,619 shares of common stock valued at $40,477 ($0.85). The fair value of this stock award was based upon the quoted closing trading price.

In May 2013, the Company’s former Chief Executive Officer cancelled 84,000,000 shares of common stock having a fair value of $8,400 ($0.0001/share – par value) for $10, with an offset to additional paid in capital.  The $10 is included in accounts payable.

On September 3, 2013, the Company executed a 14 for 1 forward stock split. All share and per share amounts have been retroactively restated to the earliest period presented.

During the 3 months ended January 31, 2014 and 2013, the Company expensed $54,226 and $0, respectively, pertaining to common stock issued for services.
 
 
-19-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)

(B) Stock Options

The Company applied fair value accounting for all share based payments awards.  The fair value of each option granted is estimated on the date of grant using the BSPM.

The assumptions used for options granted during the three months ended January 31, 2014 are as follows:
 
Exercise price
 
$
0.69
 
Expected dividends
   
0
%
Expected volatility
   
110
%
Risk free interest rate
   
0.8
%
Expected life of option
 
5 years
 
Expected forfeiture
   
0
%
 
The assumptions used for options granted during the year ended October 31, 2013 are as follows:

Exercise price
 
$
0.75
 
Expected dividends
   
0
%
Expected volatility
   
48% - 69
%
Risk free interest rate
   
0.08%-0.61
%
Expected life of option
 
2 years
 
Expected forfeiture
   
0
%

The following is a summary of the Company’s stock option activity:

   
Options
   
Weighted
Average
Exercise
Price
   
Weighted
Average
Remaining Contractual Life (in years)
   
Aggregate
Intrinsic
Value
 
Balance – October 31, 2013
   
520,000
   
$
0.75
   
1.29
   
$
-
 
Granted
   
2,144,881
     
0.69
     
4.214
     
-
 
Exercised
   
-
                     
-
 
Cancelled/Modified
   
-
                     
-
 
Balance – January 31, 2014 – outstanding
   
2,664,881
     
0.70
     
4.21
     
-
 
Balance – January 31, 2014 – exercisable
   
520,000
   
$
0.75
     
1.29
   
$
-
 
                                 
Outstanding options held related party – January 31, 2014
   
2,144,881
   
$
0.735
     
4.92
   
$
-
 
Exercisable options held by related party – January 31, 2014
   
-
   
$
-
     
-
   
$
-
 
Outstanding options held by former related party – January 31, 2014
   
510,000
   
$
0.75
     
1.28
   
$
-
 
Exercisable options held by former related party – January 31, 2014
   
510,000
   
$
0.75
     
1.28
   
$
-
 

The following is a summary of the Company’s stock options granted during the three months ended January 31, 2014.

 
Options
   
Value
 
Purpose for Grant
Grant to related party
   
2,144,881
   
$
1,250,865
 
Services to be rendered
 
 
-20-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)

The following is a summary of the Company’s stock options granted during the year ended October 31, 2013:
 
 
Options
   
Value
 
Purpose for Grant
Grant to former related party
   
500,000
   
$
1,235
 
Services rendered
Grant to related party
   
10,000
   
$
922
 
Services rendered
Grant to consultant
   
10,000
   
$
922
 
Services rendered

All options granted were fully vested on the grant date.

On May 13, 2013, our Board of Directors approved the amendment and restatement of our Bylaws in order to, among other things, include revised provisions relating to board and stockholder meetings and indemnification of officers and directors.

On May 13, 2013, our Board of Directors approved an Amended and Restated Articles of Incorporation to (i) authorize the change of our name to “Endeavor IP, Inc.” from “Finishing Touches Home Goods, Inc.,” (ii) increase our authorized capital stock to 225,000,000 shares, consisting of 200,000,000 shares of common stock and 25,000,000 shares of “Blank Check” Preferred Stock, and (iii) change the par value of our capital stock to $0.0001 per share from $0.001 per share. On May 15, 2013, we filed the Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada.

In August 2013, the Company issued 10,000 fully vested stock options to its former Chief Executive Officer. The options are exercisable at $0.75 per share for a period of 2 years.

 In August 2013, the Company issued 10,000 fully vested stock options to a consultant. The options are exercisable at $0.75 per share for a period of 2 years.

On January 3, 2014, the Chief Executive Officer of the Company was granted the option to purchase 2,144,881 common shares exercisable at $0.69 per share.  The options expire on January 2, 2019 and vest at 12.5% every six months beginning on the 6 month anniversary of January 3, 2014.

During the 3 months ended January 31, 2014 and 2013, the Company expensed $23,164 and $0, respectively,  pertaining to options issued.

Note 8 Going Concern

As reflected in the accompanying consolidated financial statements, the Company is in the development stage with minimal operations, used cash in operations of $194,313 and has a net loss for the three months ended January 31, 2014 of $417,909. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Revenues have been insufficient to achieve positive cash flows.  The Company’s plan to sustain operations include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, such as term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.
 
 
-21-

Endeavor IP, Inc. and Subsidiaries
(F/K/A Finishing Touches Home Goods, Inc.)
(Development Stage Company)
Notes to Consolidated Financial Statements
(Unaudited)

The Company will most likely require the additional funding to finance the growth of its current operations, as well as to achieve its strategic objectives.  The Company believes its current available cash, along with anticipated revenues, may be insufficient to meet its cash needs for the near future.  There can be no assurance that financing will be available in amounts or terms acceptable to the Company.

Note 9 Subsequent Events

In connection with consulting services performed, the Company agreed to issue 100,000 shares of the Company’s common stock which was earned in full on the date that the Company’s annual report on Form 10-K for the year ended October 31, 2013 was filed, which was February 13, 2014.

 
 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements and Associated Risks.

The following discussion should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are forward-looking statements that involve risks and uncertainties. The forward-looking statements are not historical facts, but rather are based on current expectations, estimates, assumptions and projections about our industry, business and future financial results. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed in other sections of this Quarterly Report on Form 10-Q.

References in this report to “Endeavor IP, Inc.”, “Company”, “we”, “our”, or “us” refer to Endeavor IP, Inc. and its subsidiaries, on a consolidated basis, unless otherwise indicated or the context otherwise requires.

Our Business

General

Endeavor IP, Inc., f/k/a Finishing Touches Home Goods Inc. (the “Company” or “we”), was formed as a corporation under the laws of the State of Nevada on December 8, 2009.  On June 14, 2012, we disposed of our wholly-owned subsidiary, Finishing Touches Home Goods, Inc. (Canada) (the “FTHG Canada”) for nominal consideration.  This subsidiary did not conduct any material operations prior to its disposition. The disposition followed a determination by management that it would be in the best interest of the Company to enter other business opportunities. The Company is now solely in the business of the commercialization and development of intellectual property assets.  Our activities generally include the acquisition and development of patents through internal or external research and development, and the monetization of those patents.

On May 13, 2013, the Company purchased certain intellectual property rights from Mesh Comm, LLC (“Mesh”) and Solid Solar Energy, Inc., n/k/a Spiral Energy Tech, Inc. (“Solid Solar”).  The Company acquired from Mesh two U.S. patents and one pending patent application relating to wireless communication networks, as well as all right, title and interest in all related causes of actions and other enforcement rights under or on account of any of such acquired patents in consideration for (i) Eight Hundred Thousand Dollars ($800,000) and (ii) a royalty equal to 20% of the net revenues from any Enforcement Activities or Sales Transactions (as defined in the Mesh Purchase Agreement) related to the purchased patents pursuant to the terms of a Proceeds Interest Agreement.  Additionally, the Company assumed all obligations of Mesh under that certain license agreement between Mesh and a third party licensor.

The Company acquired from Solid Solar two patents relating to remote access energy monitoring systems and electric alternating current sensors for measuring alternating currents in circuit conductors, as well as all right, title and interest in all related causes of actions and other enforcement rights under or on account of any of such acquired patents in consideration for (i) One Hundred Thousand Dollars ($100,000), (ii) 666,666 shares of Common Stock and (ii) a royalty equal to 20% of the net revenues from any Enforcement Activities or Sales Transactions (as defined in the Solid Solar Purchase Agreement) related to the purchased patents pursuant to the terms of a Proceeds Interest Agreement.  Additionally, the Company granted Solid Solar a personal, royalty-free, irrevocable, non-exclusive and worldwide license (without the right to sublicense) to, among other things, develop, distribute and sell Solid Solar’s products and services covered by the patents sold to the Company.
 

 
Upon the closing of the above described acquisitions, Mark Hunter resigned from all officer and director positions he held with us and Cameron Gray was appointed as our Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and director and Andrew Uribe was appointed as a director.  In connection with his resignation, Mr. Hunter agreed to return 84,000,000 (post-split) shares of the Company’s common stock to the Company for cancellation and was issued a two year nonqualified stock option to purchase 500,000 shares of Common Stock at a per share exercise price of $0.75, which were fully vested upon issuance.

On May 13, 2013, our Board of Directors approved the amendment and restatement of our Bylaws in order to, among other things, include revised provisions relating to board and stockholder meetings and indemnification of officers and directors.

On May 13, 2013, our Board of Directors approved an Amended and Restated Articles of Incorporation to authorize (i) the change of our name to “Endeavor IP, Inc.” from “Finishing Touches Home Goods, Inc.,” (ii) increase our authorized capital stock to 225,000,000 shares, consisting of 200,000,000 shares of common stock and 25,000,000 shares of “Blank Check” Preferred Stock, and (iii) change the par value of our capital stock to $0.0001 per share from $0.001 per share. On May 15, 2013, we filed the Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada

On May 13, 2013, we sold $1,500,000 of our 12% unsecured promissory note to an accredited investor pursuant to the terms of a Note Purchase Agreement with gross proceeds to us of $1,500,000.  The Note accrues interest at the rate of 12% per annum and is due and payable eighteen months from the date of issuance, subject to acceleration in the event of default and may be prepaid in whole or in part without penalty or premium.  Notwithstanding the foregoing, the maturity date of the Note shall accelerate and the Note shall become due and payable within 15 days following the date that we (i) obtain recoveries from enforcement of any patents or intellectual property rights of a minimum aggregate amount of $1,000,000 through settlement judgment or licensing and (i) we close on the sale of any equity or equity linked securities in the minimum amount of $1,000,000 net proceeds to us.

On August 28, 2013, the Company announced the implementation of a forward split of its issued and outstanding Common Stock on a 1 for 14 basis.  All per share numbers herein are reflective of such forward split.

On December 24, 2013, the Board of Directors of the Company appointed Franciscus Diaba as a director of the Company. On January 3, 2014, the Company appointed Ravinder Dhat as its Chief Executive Officer and Chairman of the Board upon resignation of Camron Gray as officer and director of the Company.

Going Concern

As reflected in the accompanying unaudited interim financial statements, we incurred a net loss of $417,909 and had net cash used in operations of $194,313 for the three months ended January 31, 2014 and a working capital and stockholders’ deficit of $2,235,072 and $1,426,240, respectively as of January 31, 2014.  These factors raise substantial doubts about our ability to continue as a going-concern.

Due to the uncertainty of our ability to generate sufficient revenues from our operating activities and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due, in their report on our financial statements for the year ended October 31, 2013, our registered independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 

 
Results of Operations

Our results of operations, as reported in our consolidated financial statements, incorporate results of operations of Endeavour, and have been presented to give retroactive effect to the discontinuance of the UK subsidiary, Endeavour Principle Capital Limited (“Endeavour UK”) and FTHG Canada.  All significant intercompany balances and transactions have been eliminated on consolidation.

Results of discontinued operations for Endeavour UK and FTHG Canada for the three months ended January 31, 2014 and 2013 were as follows:

   
For the three months
   
For the three months
 
   
Ended
   
Ended
 
   
January 31, 2014
   
January 31, 2013
 
             
Loss from operation of discontinued operations, net of tax
 
$
-
   
$
(19,821
)

Three Months Ended January 31, 2014 Compared to Three Months Ended January 31, 2013

Revenue

We did not have any revenues for the three months ended January 31, 2014 and 2013.

Operating Expenses

During the three months ended January 31, 2014, we incurred legal, accounting and auditors’ fees of $130,279, an increase of $99,061 or 317% compared to $31,218 during the three months ended January 31, 2013. The increase was due to additional professional services engaged by us during the three months ended January 31, 2014 due to increased level of activities.

During the three months ended January 31, 2014, we incurred officer salary and wages of $55,265, an increase of $2,026 or 4% from $54,239 during the three months ended January 31, 2013. The increase is a result of lower compensation paid to the officers but increased stock based compensation.

During the three months ended January 31, 2014, we incurred management, consulting and director fees of $83,750, an increase of $83,750 or 100% from $0 during the three months ended January 31, 2013. The changes resulted from consulting agreements entered into relating to investor relations and compensation paid to additional directors appointed .

Other Expenses

During the three months ended January 31, 2014, we incurred interest expense of $68,465 on promissory notes totaling $1,900,000 issued during the years ended October 31, 2013 and 2012, an increase of $52,465 or 328% from $16,000 during the three months ended January 31, 2013.   The increase is mainly attributable to the issuance of a $1,500,000 promissory note in May 2013 with an interest rate of 12%.

Net Loss
 
For the three months ended January 31, 2014, we incurred a net loss of $417,909, an increase of $312,600, or 297% as compared to a net loss of $85,488 for the three months ended January 31, 2013 primarily due to increase in operating expenses.
 

 
Liquidity and Capital Resources

As of January 31, 2014 and October 31, 2013, we had cash balances of $98,155 and $297,507, respectively.  As of January 31, 2014, we had working capital deficit of $2,235,072, an increase of $313,635 or 16% compared to working capital deficit of $1,921,437 at October 31, 2013.   The significant increase is a result of increased accrued interest and increased capital used in operations.

Net cash used in operating activities for the three months ended January 31, 2014 was $194,313, an increase of $119,718 or 160% compared with net cash used in operating activities of $74,595 for the three months ended January 31, 2013.  The increase in net cash used in operations was due to an increase in accrued interest, stock based compensation and operating costs.

We must raise additional funds or increase revenues from licensing our patents in order to fund our continuing operations.  We may not be successful in our efforts to raise additional funds or achieve profitable operations. Even if we are able to raise additional funds through the sale of our equity or debt securities, or loans from our directors or financial institutions, our cash needs could be greater than anticipated in which case we could be forced to raise additional capital.

At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all. These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult for us to raise additional capital when needed. If we cannot get the needed capital, we may not be able to become profitable and may have to curtail or cease our operations.

Due to the "start up" nature of our business, we expect to incur losses as we expand and explore new strategies and business opportunities. To date, our cash flow requirements have been primarily met by equity and debt financing as well as minimal revenues from licensing efforts. Management expects to keep operating costs to a minimum until sufficient cash is available through financing or operating activities. Management plans to continue to seek other sources of financing on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all. If we are unable to generate sufficient profits or unable to obtain additional funds for our working capital needs, we may need to cease or curtail operations. Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of our operations. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Future Financings

We anticipate that additional funding will be required in the form of debt and/or equity financing. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or debts to meet our obligations over the next twelve months.

Off-Balance Sheet Arrangements

As of January 31, 2014, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

Recent Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2013-02 (ASU 2013-02), "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income." ASU 2013-02 requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures that provide additional detail about those amounts. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. For public entities, the amendments are effective prospectively for reporting periods beginning after December 15, 2012. Early adoption is permitted. The adoption of this pronouncement did not have a material impact on the Company's results of operations or financial position.
 

 
In March 2013, the FASB issued ASU 2013-04, which updated the guidance in ASC Topic 405, Liabilities. The amendments in ASU 2013-04 generally provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in ASU 2013-04 also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. This guidance will become effective as of the beginning of the Company's 2015 fiscal year. The adoption of this guidance is not expected to have a material impact on the Company's financial position or results of operations.

In March 2013, the FASB issued ASU 2013-05, "Foreign Currency Matters (Topic 830): Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity" ("ASU 2013-05"). ASU 2013-05 updates accounting guidance related to the application of consolidation guidance and foreign currency matters. This guidance resolves the diversity in practice about what guidance applies to the release of the cumulative translation adjustment into net income. This guidance is effective for interim and annual periods beginning after December 15, 2013. The Company does not anticipate that these changes will have a material impact on its consolidated financial statements or disclosures.

In July 2013, the FASB issued ASU 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" ("ASU 2013-11"). The amendments in ASU 2013-11 require companies to present an unrecognized tax benefit, or a portion thereof, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward, unless the uncertain tax position is not available to reduce, or would not be used to reduce, the net operating loss or tax credit carryforward under the tax law in the same jurisdiction; otherwise, the unrecognized tax benefit should be presented as a gross liability and should not be combined with a deferred tax asset. ASU 2013-11 is effective for annual periods beginning after December 15, 2013 and should be applied to all unrecognized tax benefits that exist as of the effective date. Companies may choose to apply this guidance retrospectively to each prior reporting period presented. The Company is currently evaluating the potential impact of this update.

Our financial statements are presented as those of a development stage company. Activities during the development stage primarily include organizing the business, raising capital and acquiring additional intellectual property.  To date, we have generated limited sales revenues, incurred expenses and sustained losses.  We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements.

Off Balance Sheet Arrangements

As of the date of this report, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

 
ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer Mr. Ravinder Dhat, who is also our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.

Based on the foregoing, Mr. Dhat concluded that as of January 31, 2014, our disclosure controls and procedures were not effective due to the Company’s limited internal audit functions.  Due to the size and nature of the Company, segregation of all conflicting duties may not always be possible or economically feasible.  However, to the extent possible, the Company plans to implement procedures to assure the initiation of transactions, the custody of assets the recording of transactions and the approval of reports will be performed by separate individuals. The Company believes that the foregoing steps will remediate the significant deficiency identified above, and the Company will continue to monitor the effectiveness of these steps and make any changes that management deems appropriate.  The Company does not believe that the impact of the limitations are material as the Company compensates for the lack of segregation of duties by employing close involvement of management day to day operations and outsourcing to financial consultants.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

In the ordinary course of business, we may pursue legal remedies to enforce our intellectual property rights. Other than ordinary routine litigation incidental to the business, we know of no material, active or pending legal proceedings against us. There are no proceedings in which any of our directors, officers or affiliates, or any registered beneficial shareholder are an adverse party or has a material interest adverse to us.

Following is a summary of our litigation efforts:

We, through our wholly-owned subsidiary, Endeavor Energy, Inc. (“Endeavor Energy”), filed a patent infringement lawsuit against Tucson Electric Power Company in the United States District Court of Arizona, Case No. 4:13-CV-2396-TUC-RCC. Endeavor Energy is asserting claims of patent infringement related to U.S. Patent No. 7,366,201 (the ‘201 patent), entitled “Remote Access Energy Meter System and Method.” The lawsuit alleges that the defendant has infringed, and continues to infringe, the claims of the ‘201 patent.

Endeavor Energy also brought a patent infringement lawsuit against Con Edison Solutions, Inc. in the United States District Court for the Southern District of New York. The case was filed in the United States District Court for the Southern District of New York (13 CV 6528). Endeavor Energy, Inc. is asserting claims of patent infringement related to U.S. Patent No. 7,336,201 (the ‘201 patent), entitled “Remote Access Energy Meter System and Method.” The lawsuit alleges that the defendant has infringed, and continues to infringe, the claims of the ’201 patent.

Our wholly-owned subsidiary, Endeavor MeshTech, Inc. (“Endeavor MeshTech”) filed patent infringement lawsuits against two defendants in the United States District Court for the District of Delaware. The two defendants are Itron, Inc. and Elster Solutions, LLC, Case Nos. 1:13-cv-01343-and 1:13-cv-01344, respectively. Endeavor MeshTech, Inc. is asserting claims of patent infringement related to U.S. Patent No. 7,379,981 (the ‘981 patent), entitled “Wireless Communication Enabled Meter and Network.” The lawsuits allege that the defendants have infringed, and continue to infringe, the claims of the ’981 patent.
 

 
Endeavor MeshTech also filed patent infringement lawsuits against two additional defendants in the United States District Court for the District of Delaware.  The two defendants are Aclara Technologies, Inc. and Sensus USA, Inc., 1-13-cv-01618 and 1-13-cv-01627, respectively.  Endeavor MeshTech is asserting claims of patent infringement related to U.S. Patent No.  7,379,981 (the ‘981 patent), entitled “Wireless Communication Enabled Meter and Network.”  The lawsuits allege that the defendants have infringed, and continue to infringe, the claims of the ’981 patent.

ITEM 1A. RISK FACTORS.

There have been no material changes to the Risk Factors included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2013.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On December 24, 2013, the Board of Directors of the Company approved the issuance of 50,000 shares of the Company’s common stock to Franciscus Diaba in connection with his appointment as a director of the Company.  The shares will vest in six months from the date of grant. The Board also granted Andrew Uribe, a director of the Company, 50,000 shares of the Company’s common stock which will vest in six months from the date of grant as partial consideration for his service on the Board.

On January 3, 2014, Ravinder Dhat was appointed as the Company’s Chief Executive Officer and Chairman of the Board. In connection with his appointment, Mr. Dhat received, among other compensation, 1,072,441 shares of restricted common stock and an option to purchase 2,144,881 shares of the Company’s common stock exercisable at $0.69 per share. The shares of restricted common stock will vest at 12.5% every six months beginning on the six month anniversary of January 3, 2014. The option expires on January 2, 2019 and vests at 12.5% every six months beginning on the six month anniversary of January 3, 2014.

The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(a)(2) thereof, as a transaction by an issuer not involving a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

d) Exhibits

Exhibit No.
Document Description
3.1
Amended and Restated Articles of Incorporation (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 17, 2013)
3.2
Amended and Restated Bylaws (incorporated by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 17, 2013)
31.1*                 
Section 302 Certification of Chief Executive Officer and Chief Financial Officer
32.1**                 
Section 906 Certification of Chief Executive Officer and Chief Financial Officer
EX-101.INS*
XBRL Instance Document
EX-101.SCH*
XBRL Taxonomy Extension Schema Document
EX-101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
EX-101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
EX-101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
EX-101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
__________

*Filed herewith.
** Furnished herewith.
 

 

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.

Date: March 14, 2014

   
ENDEAVOR IP, INC.
       
 
By: 
/s/ Ravinder Dhat
   
Ravinder Dhat
   
Chief Executive Officer, Chief Financial Officer and Chairman
(Principal Executive Officer and Principal Financial and Accounting Officer)

 
 
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