UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

______________________

FORM 10-Q

______________________

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

For the quarterly period ended June 30, 2011

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

For the transition period from ______ to _______

Commission File Number 000-52534

ENDEAVOR POWER CORP.

(Exact name of registrant as specified in its charter)

Nevada		72-1619357
(State of incorporation)		(I.R.S. Employer Identification No.)

 

317 E. Penn Avenue

Robesonia, PA 19551

(Address of principal executive offices)

 

(877) 285-5359

(Registrant’s telephone number)

with a copy to:

Carrillo Huettel, LLP

3033 Fifth Ave. Suite 400

San Diego, CA 92103

Telephone (619) 546-6100

Facsimile: (619) 546-6060

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X . No      .

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  X . No      .

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

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

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

As of August 19, 2011, there were 151,063,898 shares of the registrant’s $.001 par value common stock issued and outstanding.

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ENDEAVOR POWER CORP.*

TABLE OF CONTENTS 

		Page
PART I.	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4.	CONTROLS AND PROCEDURES	15
PART II.	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	15
ITEM 1A.	RISK FACTORS	16
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	16
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	16
ITEM 4.	[REMOVED AND RESERVED]	16
ITEM 5.	OTHER INFORMATION	16
ITEM 6.	EXHIBITS	16

Special Note Regarding Forward-Looking Statements

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

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

2

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PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

Endeavor Power Corp.

(An Exploration Stage Company)

June 30, 2011

	Index
Balance Sheets (unaudited)	4
Statements of Operations (unaudited)	5
Statements of Cash Flows (unaudited)	6
Notes to the Financial Statements (unaudited)	7

3

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Endeavor Power Corp.

(An Exploration Stage Company)

Balance Sheets

(expressed in U.S. dollars)

(unaudited)

	June 30, 2011 $	December 31, 2010 $
ASSETS
Current Assets
Cash	17,457	27,802
Total Current Assets	17,457	27,802
Property and Equipment, net	10,597	12,847
	28,054	40,649
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable	32,329	4,839
Accrued Liabilities	59,544	48,230
Due to Related Parties	103,449	120,116
Notes Payable	84,075	19,075
Notes Payable – Related	417,438	417,438
Total Liabilities	696,835	609,698
Stockholders’ Deficit
Preferred Stock Authorized: 10,000,000 preferred shares, with a par value of $0.001 per share Issued and outstanding: nil preferred shares	–	–
Common Stock Authorized: 250,000,000 common shares, with a par value of $0.001 per share Issued and outstanding:151,063,898 and 144,563,898 common shares, respectively	151,064	144,564
Additional Paid-In Capital	17,529,437	15,716,270
Deficit Accumulated During the Exploration Stage	(18,349,282)	(16,429,883)
Total Stockholders’ Deficit	(668,781)	(569,049)
Total Liabilities and Stockholders’ Deficit	28,054	40,649

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

4

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Endeavor Power Corp.

(An Exploration Stage Company)

Statements of Operations

(expressed in U.S. dollars)

(unaudited)

	For the Three Months Ended June 30, 2011	For the Three Months Ended June 30, 2010	For the Six Months Ended June 30, 2011	For the Six Months Ended June 30,  2010	Accumulated from July 6, 2005 (Date of Inception) to June 30, 2011
	$	$	$	$	$
Revenue	49,385	–	192,246	–	212,643
Cost of sales	5,336	–	90,091	–	126,137
	44,049	–	102,155	–	86,506
Expenses
Consulting expense	–	–	1,800,000	–	1,800,000
Depreciation expense	1,125	–	2,250	–	2,903
General and administrative	8,232	1,173	54,644	1,848	4,343,720
Management fees	–	2,500	3,000	2,500	1,015,167
Professional fees	22,500	17,668	44,522	40,307	301,876
Rent	4,800	–	11,400	–	13,600
Wages and salaries	5,247	–	81,148	–	125,030
Total Expenses	41,904	21,341	1,996,964	44,655	7,602,296
Net Operating Loss	2,145	(21,341)	(1,894,809)	(44,655)	(7,515,790)
Other Income (Expenses)
Interest income	–	–	–	–	1,823
Interest expense	(12,407)	(606,035)	(24,590)	(729,733)	(951,071)
Loss on settlement of debt	–	(195,000)	–	(195,000)	(3,292,149)
Total Other Income (Expenses)	(10,262)	(801,035)	(24,590)	(924,733)	(4,241,397)
Net Loss from continuing operations	(10,262)	(822,376)	(1,919,399)	(969,388)	(11,757,187)
Discontinued operations	–	–	–	–	(6,592,095)
Net Loss and comprehensive loss	(10,262)	(822,376)	(1,919,399)	(969,388)	(18,349,282)
Loss Per Share – Basic and Diluted Net Loss Per Share – Basic and Diluted
Continuing operations	–	(0.01)	(0.01)	(0.01)
Discontinued operations	–	–	–	–
Weighted Average Shares Outstanding	153,958,513	74,657,431	151,580,473	71,788,752

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

5

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Endeavor Power Corp.

(An Exploration Stage Company)

Statements of Cash Flows

(expressed in U.S. dollars)

(unaudited)

		For the Six Months Ended June 30, 2011		For the Six Months Ended June 30, 2010		Accumulated from July 6, 2005 (Date of Inception) to June 30, 2011
		$		$		$
Operating Activities
Net loss for the period		(1,919,399)		(969,388)		(11,757,187)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion expense		–		688,784		826,541
Depreciation expense		2,250		–		2,903
Common shares issued for services		1,800,000		–		6,880,452
Common shares issued for incentives		–		–		110,250
Loss on settlement of debt		–		195,000		3,292,149
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		38,804		61,138		149,113
Due to related parties		3,000		–		29,255
Net Cash Used In Operating Activities		(75,345)		(24,466)		(466,524)
Investing Activity
Purchase of property and equipment		–		–		(13,500)
Net Cash Used in Investing Activity		–		–		(13,500)
Financing Activities
Proceeds from related parties		–		15,391		1,061,561
Proceeds from note payable		65,000		9,075		84,075
Proceeds from shareholders		–		–		264,949
Proceeds from issuance of common shares		–		–		83,991
Repayment on cancellation of common shares		–		–		(5,000)
Net Cash Provided By Financing Activities		65,000		24,466		1,489,576
Cash flows from discounting operations
Net cash used in operating activities		–		–		(382,377)
Net cash used in investing activities		–		–		(609,718)
		–		–		(992,095)
Increase (Decrease) in Cash		(10,345)		–		17,457
Cash – Beginning of Period		27,802		–		–
Cash – End of Period		17,457		–		17,457
Supplemental Disclosures
Interest paid		–		–		–
Income tax paid		–		–		–
Non-cash Investing and Financing Activities
Common shares issued to acquire mineral properties		–		–		5,600,000
Common shares issued to settle notes payable		–		–		75,000

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

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Endeavor Power Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

1.

Nature of Operations and Continuance of Business

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

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

Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues to date and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future.  As at June 30, 2011, the Company had a working capital deficit of $679,378 and an accumulated deficit of $18,349,282. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 

2.

Summary of Significant Accounting Policies

a)

Basis of Presentation

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

b)

Interim Financial Statements

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

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at June 30, 2011, and the results of its operations and cash flows for the six month period ended June 30, 2011 and 2010. The results of operations for the period ended June 30, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year.

c)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents. As at June 30, 2011 and December 31, 2010, the Company had no cash equivalents.

7

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Endeavor Power Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

2.

Summary of Significant Accounting Policies

d)

Use of Estimates

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

e)

Basic and Diluted Net Income (Loss) Per Share

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

f)

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2011 and December 31, 2010, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

g)

Foreign Currency Translation

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

h)

Revenue Recognition

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

i)

Property and Equipment

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

8

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Endeavor Power Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

2.

Summary of Significant Accounting Policies (continued)

j)

Financial Instruments

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

Level 1

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

Level 2

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

Level 3

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

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

k)

Stock-Based Compensation

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

l)

Recent Accounting Pronouncements

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

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

9

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Endeavor Power Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

2.

Summary of Significant Accounting Policies (continued)

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

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

3.

Property and Equipment

	Cost $	Accumulated Depreciation $	June 30, 2011 Net Carrying Value $	December 31,  2010 Net Carrying Value $
General equipment	2,500	556	1,944	2,361
Automobiles	11,000	2,347	8,653	10,486
	13,500	2,903	10,597	12,847

4.

Notes Payable - Related

As at June 30, 2011, the Company owes $417,438 (December 31, 2010 - $417,438) of a note payable to a significant shareholder of the Company.  The note is unsecured, due interest at 10% per annum, and due on demand.  As at June 30, 2011, accrued interest of $53,232 (December 31, 2010 - $32,531) has been recorded in accrued liabilities.  

5.

Notes Payable

a)

As at June 30, 2011, the Company owes $9,075 (2010 - $9,075) in notes payable to non-related parties. The amounts owing are unsecured, non-interest bearing, and due on demand.  

b)

As at June 30, 2011, the Company owes $10,000 (2010 - $10,000) in notes payable to non-related parties. The amounts owing are unsecured, bear interest at 8% per annum, and due on demand. As at June 30, 2011, the Company has recorded accrued interest of $1,009 (2010 - $805) which has been recorded in accounts payable and accrued liabilities.

c)

As at June 30, 2011, the Company owes $65,000 (2010 - $nil) in notes payable to a non-related party. The amounts owing are unsecured, bear interest at 10% per annum, and due on demand. As at June 30, 2011, the Company has recorded accrued interest of $2,903 (2010 – $1,282) which has been recorded in accounts payable and accrued liabilities.

6.

Related Party Transactions

a)

As at June 30, 2011, the Company owes $103,449 (2010 - $103,449) to a shareholder of the Company.  The amounts owing are unsecured, non-interest bearing, and due on demand.  

b)

As at June 30, 2011, the Company owes $nil (2010 - $16,667) to the former President and Director of the Company for management fees.  On June 8, 2011, the Company accepted the resignation of the former President and Director of the Company including rights to the claim of all remuneration owed. The Company has forgiven $19,667 and the corresponding credit has been recorded in additional paid-in capital.  

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Endeavor Power Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

(expressed in U.S. dollars)

7.

Common Shares

a)

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

b)

On June 14, 2011, the Company cancelled 3,500,000 common shares returned from the former President and Director of the Company.

8.

Share Purchase Warrants

During the year ended June 30, 2011, the Company had the following share purchase warrants outstanding:

d		Number of Warrants	Weighted Average Exercise Price $	Weighted Average Contractual Life (years)	Aggregate Intrinsic Value $
Balance – December 31, 2010 and June 30, 2011		500,000	0.90	1.41	–

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

9.

Subsequent Event

On July 19, 2011, the Company entered into a settlement and release agreement for a consulting agreement dated February 21, 2011.  Under the terms of the settlement agreement, the consultant agreed to return 10,000,000 common shares to the Company.  

 

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

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

RESULTS OF OPERATIONS

Working Capital

	June 30,	December 31,
	2011 $	2010 $
Current Assets	17,457	27,802
Current Liabilities	696,835	609,698
Working Capital (Deficit)	(679,378)	(581,896)

Cash Flows

	June 30, 2011 $	June 30, 2010 $
Cash Flows from (used in) Operating Activities	(75,345)	(24,466)
Cash Flows from (used in) Financing Activities	65,000	24,466
Net Increase (decrease) in Cash During Period	(10,345)	-

Operating Revenues

During the six months ended June 30, 2011, we generated revenue of $192,246 and gross profit of $102,155 from e-waste processing services.  Revenues commenced in November 2010, and as such, there were no comparative revenues or gross profit for the six months ended June 30, 2010.  

Operating Expenses and Net Loss

Operating expenses for the three months ended June 30, 2011 were $41,904 compared with $21,341 for the three months ended June 30, 2010. The increase of $20,563 is attributed to increases in professional fees of $4,832 and rent expense of $4,800 along with a general increase of $7,059 in general and administrative expenses attributed to higher overhead costs associated with operating activity that commenced in November 2010.  

Operating expenses for the six months ended June 30, 2011 were $1,996,964 compared with $44,655 for the six months ended June 30, 2010. The increase of $1,952,309 is attributed to consulting expense of $1,800,000 from the issuance of 30,000,000 common shares to the President and Director of the Company as a one-time bonus payment, $52,796 in general and administrative costs from the increase in operating activity with the commencement of sales operations, and $81,148 increase in wages and salaries that were due to the Company’s e-waste processing services that commenced in November 2010.      

During the six months ended June 30, 2011, the Company recorded a net loss of $1,919,399 compared with a net loss of $969,388 for the six months ended June 30, 2010.  

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Liquidity and Capital Resources

As at June 30, 2011, the Company’s cash balance and total current assets was $17,547 compared to cash of $27,802 as at December 31, 2010. The decrease in cash and total current assets were attributed to the fact that the Company raised equity financing in 2010 and did not raise new equity financing for cash proceeds during the current period.  

As at June 30, 2011, the Company had total liabilities of $696,835 compared with total liabilities of $609,698 as at December 31, 2010. The increase in total liabilities of $87,137 is attributed to increases in accounts payable and accrued liabilities of $38,804 due to timing differences between the payment terms of various operating expenditures and increase of $65,000 in notes payable for the issuance of the new note payable during the period, which is unsecured, due interest at 10% per annum, and due on demand.    

As at June 30, 2011, the Company has a working capital deficit of $679,378 compared with $581,896 at December 31, 2010 and the decrease in working capital is due to use of available cash for operating activity during the period.

Cashflow from Operating Activities

During the six months ended June 30, 2011, the Company used $75,345 of cash for operating activities compared to the use of $24,466 of cash for operating activities during the six months ended June 30, 2010.  The increase in the use of cash for operating activities was attributed to the fact that the Company paid for outstanding and current obligations with existing cash raised from previous equity and debt financing.  

 

Cashflow from Financing Activities

During the six months ended June 30, 2011, the Company raised proceeds of $65,000 from financing activities compared to receipt of $24,466 from financing activities during the six months ended June 30, 2010. During the current period, the Company raised $65,000 from the issuance of a note payable which was unsecured, due interest at 10% per annum, and due on demand whereas in the prior year, the Company received proceeds of $15,391 from related parties  and $9,075 from notes payable to repay outstanding obligations of the Company.  

 

Quarterly Developments

On May 26, 2011, Alfonso Knoll (“Mr. Knoll”) resigned from all positions with the Company, including but not limited to, that of President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary.  Mr. Knoll’s resignation did not involve any disagreement with the Company.

On June 2, 2011, Matthew Carley (“Mr. Carley”) was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.  On June 2, 2011, Mr. Carley accepted the appointment.

On June 7, 2011, Brent Wilder (“Mr. Wilder”) resigned from all positions with the Company, including but not limited to, that of Director.  Mr. Wilder’s resignation did not involve any disagreement with the Company.

On June 13, 2011, the Company’s Board of Directors accepted the resignations of Messrs. Knoll and Wilder and approved the appointment of Mr. Carley as the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.

Going Concern

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

Off-Balance Sheet Arrangements

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

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Future Financings

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

Critical Accounting Policies

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

 

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

Recently Issued Accounting Pronouncements

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

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

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

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

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

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2011, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report on Form 10-K as filed with the SEC on April 14, 2011, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

Changes in Internal Control over Financial Reporting

 

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

 

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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ITEM 1A. RISK FACTORS

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

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

1.      

Quarterly Issuances:

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

2.       

Subsequent Issuances:

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION

On July 19, 2011, the Company entered into a Settlement Agreement and General Mutual Release (the “Settlement Agreement”) with The Musser Group, LLC, a Pennsylvania Limited Liability Company (“Musser Group”), to terminate that certain Consulting Agreement with Musser Group dated February 21, 2011.  Pursuant to the Settlement Agreement, Musser Group shall return to the Company ten million (10,000,000) shares of the Company’s restricted stock currently held by Musser Group.

ITEM 6. EXHIBITS

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*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

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

		ENDEAVOR POWER CORP.
Dated: August 22, 2011		By: /s/ Matthew Carley
			Matthew Carley
			Its:   President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer

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

  

Dated:  August 22, 2011	/s/ Matthew Carley
	By:  Matthew Carley Its:  Director
Dated:  August 22, 2011	/s/ Keith Kress
	By:  Keith Kress Its:  Director

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